DATED SEPTEMBER 24, 1996
XXXXXX (PRODUCTION) PHILIPPINES, INC.
XXXXXX (PHILIPPINES) INC.
XXXXXX PETROLEUM AND MINERALS CORPORATION
BASIC PETROLEUM AND MINERALS INC.
BALABAC OIL EXPLORATION AND DRILLING CO., INC.
PETROFIELDS EXPLORATION AND DEVELOPMENT COMPANY, INC.
THE PHILODRILL CORPORATION
SEAFRONT RESOURCES CORPORATION
UNIOIL AND GAS DEVELOPMENT COMPANY, INC.
ALSONS CONSOLIDATED RESOURCES INC.
(collectively Assignors)
-AND-
SOCDET PRODUCTION PTY. LTD.
ACN 008 607 976
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FARMIN AGREEMENT
FOR SERVICE CONTRACT 14
OFFSHORE PALAWAN ISLAND, PHILIPPINES
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XXXXXXX XXXXXXXX
Solicitors
Level 31, QV1 Building
000 Xx Xxxxxx'x Xxxxxxx
Xxxxx, Xxxxxxx Xxxxxxxxx 0000
Tel: (00) 000 0000
Fax: (00) 000 0000
Ref: AGT:XXX:950350
TABLE OF CONTENTS
1.DEFINITIONS AND INTERPRETATIONS ................................. 3
2.FARMOUT TO SOCDET ............................................... 6
3.OPTIONAL PROGRAM ................................................ 8
4.JOINT OPERATING AGREEMENT ....................................... 8
5.SPECIAL PROVISIONS RE: DEFAULTING PARTY ......................... 10
6.EARNING PERIOD .................................................. 11
7.REPRESENTATIONS AND WARRANTIES .................................. 14
8.CONSENTS AND APPROVALS .......................................... 17
9.ASSIGNMENT ...................................................... 18
10. CONFIDENTIALITY ................................................ 18
11. FORCE MAJEURE .................................................. 18
12. NOTICES ........................................................ 19
13. MISCELLANEOUS PROVISIONS ....................................... 21
14. DISPUTE RESOLUTION AND ARBITRATION ............................. 22
EXHIBIT A - Assignors' Participating Interests plus Share of Forfeitable
Participating Interest
EXHIBIT B - Initial Farmout Interests to be Assigned by Assignors to SOCDET
EXHIBIT C - Additional Farmout Interests to be Assigned by Assignors to SOCDET
EXHIBIT D - Illustrative Example of Allocation of Revenues from Block C
EXHIBIT E - Illustrative Example of Computation of Production Allowance and
FPIA for Block C
EXHIBIT F - Form of Assignment and Assumption
EXHIBIT G - Addendum to Operating Agreement
EXHIBIT H - Co-ordinates of Contract Area
EXHIBIT I - Map of Contract Area
THIS FARM-IN AGREEMENT is made the day of 1996
BETWEEN:
XXXXXX (PRODUCTION) PHILIPPINES, INC. (APPI) of 15th Floor, Pacific Star
Building, Sen. Xxx. X. Xxxxx Avenue, corner of Makati Avenue, Makati City, Metro
Manila, Philippines.
XXXXXX (PHILIPPINES) INC. (API) of 15th Floor, Pacific Star Building, Sen. Xxx.
X. Xxxxx Avenue, corner of Makati Avenue, Makati City, Metro Manila,
Philippines.
XXXXXX PETROLEUM AND MINERALS CORPORATION (APMC) of Suite 1801, Pearlbank
Centre; 000 Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx,
Xxxxxxxxxxx.
BASIC PETROLEUM AND MINERALS INC. (Basic) of 7th Floor, Basic Petroleum
Building, Xxxxxx Xxxxxxx, Xx. St., Xxxxxxx Village Makati City, Metro Manila,
Philippines.
BALABAC OIL EXPLORATION AND DRILLING CO., INC. (Balabac) of Suite 6A Sagittarius
Condominium H.V. dela Costa St., Xxxxxxx Village Makati City, Metro Manila,
Philippines.
PETROFIELDS EXPLORATION AND DEVELOPMENT COMPANY, INC. (Petrofields) of 7th
Floor, JMT Building, ADB Avenue Ortigas Centre, Pasig City 0000, Xxxxxxxxxxx
THE PHILODRILL CORPORATION (Philo drill) of 8th Floor, Quad Alpha Centrum, 000
Xxxxxxx Xx, Xxxxxxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxxxxx
SEAFRONT RESOURCES CORPORATION (Seafront) of 32/F Tektite Tower Xx. 0, Xxxxxxx
Xx, Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxx
UNIOIL AND GAS DEVELOPMENT COMPANY, INC. (Unioil) of Unit 6B, Sagittarius
Condominium H.V. dela Costa St., Salcedo Village, Makati City, Metro Manila
ALSONS CONSOLIDATED RESOURCES INC. (Alsons) of 2F Xxxxxxxxx Xxxx., 2278 Pasong
Tamo Ext. Makati City, Metro Manila, Philippines (collectively ASSIGNORS)
AND
SOCDET PRODUCTION PTY. LTD. ACN 008 607 976 (SOCDET) a company incorporated in
Australia with its principal office at 2nd Floor, 00 Xxxxx Xxxx Xxxx, Xxxx
Xxxxx, Xxxxxxx Xxxxxxxxx.
RECITALS
A. The Assignors and Oriental Petroleum and Minerals Corporation (ORIENTAL)
comprise the Contractor parties under Service Contract No. 14 made and
entered into on 17th December 1975 as amended by the First Amendment of the
Service Contract entered into 29th December 1980 and further amended by
Addendum to Service Contract entered into 7th October 1991 (together
referred to as the SERVICE CONTRACT).
B. The Contract Area originally comprised four blocks "A", "B", "C" and "D"
offshore Palawan Island, as more particularly described in annex A to the
Service Contract. Subsequently parts of the original Contract Area have been
delineated as Production Areas and relinquished and retained and varied such
that::
(a) the Production Areas now comprise::
(i) the Production Area being Block A covering 2424.24 hectares (NIDO
BLOCK);
(ii) the Production Areas of the Matinloc Block covering 2666.67
hectares and of the Libro Field covering 121.2 hectares, (together
the MATINLOC OIL PRODUCTION COMPLEX); and
(iii) the Production Area to the north of the Matinloc Block being Block
B1 covering 848.48 hectares (NORTH MATINLOC BLOCK); and
(b) the retained areas, in addition to the Production Areas, now comprise:
(i) the retention area being Block C covering 33818.18 hectares (WEST
LINAPACAN/GALOC BLOCK);
(ii) the retention area within Block B covering 8848.48 hectares; and
(iii) the retention area being Block D covering 18,545.45 hectares.
The co-ordinates for each of the foregoing areas are listed in Exhibit I
attached hereto and the areas are shown on the map attached hereto as
Exhibit X.
X. The Contractor parties are bound by a Participation Agreement dated 2nd
December 1975 ("Participation Agreement") and an Operating Agreement entered
into 17 July 1976 as supplemented by a Supplementary Agreement dated 14th
April 1977 and amended by a deed dated lst January 1979 in relation to
petroleum operations under the Service Contract.
D. As between the Contractor parties their entitlements to revenues from the
Service Contract is affected by a Settlement Agreement made effective lst
January 1984 relating to an arbitrated settlement of a dispute between the
then Contractor parties to the Service Contract.
E. Oriental is a Contractor party under the Service Contract and is bound by
the Operating Agreement but is a Defaulting Party as referred to in section
7.1 of the Operating Agreement and such default has to date not been
remedied in accordance with the Operating Agreement.
F. As of the date hereof the participating interests of each of the Contractor
parties in each of the Blocks of the Contract Area is set opposite that
party's name in the second column of Exhibit A attached hereto and a pro
rata share in the participating interest of Oriental is set out in the
fourth column of Exhibit A (FORFEITABLE PARTICIPATING INTEREST). Upon
forfeiture of the relevant Forfeitable Participating Interest of Oriental as
a Defaulting Party, the participating interest of each of the Assignors in
each of the Mocks of the Service Contract will be as set out opposite that
party's name in the fifth column of Exhibit A.
G. The Assignors have proposed to farmout to SOCDET undivided participating
interests in all Blocks of the Contract Area as governed and affected by the
Service Contract and the Operating Agreement, subject to the terms and
conditions contained in this Agreement.
OPERATIVE PROVISIONS
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement unless the context otherwise requires, the following
expressions have the meanings set opposite
ADDITIONAL FARMOUT INTEREST has the meaning in clause 3.3
AGREEMENT DATE means the date of this Agreement.
AFFILIATE has the meaning set forth in Section 1.1 of the Operating
Agreement.
ASSIGNMENT DOCUMENt means the document in the form or substantially in
the form of Exhibit F.
BLOCK means one or more of the areas of the Service Contract as referred
to in Recital B, but excluding the Excluded Area, as may be varied from
time to time in accordance with the Service Contract, the Operating
Agreement and this Agreement.
BLOCK A means the Nido Block.
BLOCK B means the Matinloc Oil Production Complex and the retention area
described in Recital B (b)(ii).
BLOCK C means the West Linapacan/Galoc Block.
BLOCK D means the retention area described in Recital B (b)(iii).
CONSORTIUM means the Assignors and Oriental.
CONTRACT AREA has the meaning in Recital B.
COST RECOVERY means the recovery of Operating Expenses allowed
Contractor under the Service Contract.
DOE means the Department of Energy of the Republic of the Philippines.
DRILLING OPTION has the meaning in clause 3.1.
EARNING PERIOD means the period from the Agreement Date up to the date
upon which SOCDET shall have earned the Initial Farmout Interest under
clause 2.2 and then from that date until SOCDET shall have earned the
Additional Farmout Interest under clause 3.3.
ENCUMBRANCE means mortgages, charges, pledges, bills of sale, retained
interests, royalties, carried interests, net profit interests or other
interests by whatever name called or claims by third parties.
EXCLUDED AREA means the area covered by the North Matinloc Block
EXISTING OPERATIONS means cyclic production operations within the Nido
Block and Matinloc Block and such other operations in relation to the
Contract Area as in accordance with good oilfield and engineering
practices are required to maintain existing production facilities. and
equipment in good operating order and condition and are necessary to
maintain in good standing the Service Contract.
FARMOUT CONTRACT AREA means the Contract Area excluding the Excluded
Area.
FARMOUT INTERESTS means the Initial Farmout Interest or the Additional
Farmout Interest or both of them.
FILIPINO PARTICIPATION ALLOWANCE or FPIA has the meaning defined in
sections 2.19 and 6.3 of the Service Contract.
FORFEITABLE PARTICIPATING INTEREST has the meaning in Recital E.
GOVERNMENT means Government of the Republic of the Philippines.
GOVERNMENTAL means an agency, instrumentality, department, division or
executive arm of the Government.
INITIAL FARMOUT INTEREST has the meaning in clause 2.1.
NET PROCEEDS has the meaning defined in section 7.3(b) of the Service
Contract.
NON-OPERATOR has the meaning under the Operating Agreement.
OPERATING AGREEMENT means the Operating Agreement referred to in Recital
C and includes the Supplemented JOA.
OPERATING EXPENSES has the meaning defined in section 2.8 of the Service
Contract.
OPERATOR has the meaning under the Operating Agreement.
OPTIONAL WELL has the meaning in clause 3.1.
ORIENTAL means Oriental Petroleum and Minerals Corporation and its
successors and assigns.
PARTICIPATING INTEREST means an undivided interest in each Block of the
Service Contract and the Operating Agreement and all Joint Property
attributable thereto and for avoidance of doubt includes a corresponding
interest in FPIA and Production Allowance applicable thereto.
PETROLEUM INFORMATION means all data, results, records, reports and
information relating to the Farmout Contract Area acquired, purchased or
generated by or on behalf of the Assignors.
PETROLEUM LEGISLATION means the Oil Exploration and Development Act of
1972 (Presidential Decree No. 87) as amended by Presidential Decree No.
1857 and the Regulations.
PRODUCTION ALLOWANCE has the meaning described in section 6.4 of the
Service Contract.
SERVICE CONTRACT has the meaning in Recital A.
SETTLEMENT AGREEMENT means the agreement referred to in Recital D.
SUPPLEMENTED JOA means the Operating Agreement referred to in Recital C
as supplemented by the Addendum in the form of Exhibit G.
WORK PROGRAM has the meaning in clause 2.1(a).
1.2 In this Agreement
(a) a reference to this Agreement includes any variation or replacement
of it;
(b) a reference to a statute, code or other law includes regulations and
other instruments under it and consolidations, amendments,
re-enactments or replacements of any of them occurring at any time
before or after the date of this Agreement;
(c) the singular includes the plural and vice versa;
(d) a reference to a person includes a firm, a body corporate, an
unincorporated association or an authority;
(e) a reference to a person includes a reference to the person's
executors, administrators, successors, substitutes (including,
without limitation, persons taking by novation) and assigns;
(f) a reference to a clause or a schedule is a reference to a clause or
a schedule in this Agreement;
(g) a reference to a month is a reference to a calendar month; and
(h) the expressions "Affiliate"; "Contract Year"; "Defaulting Party";
"Management Committee"; "Non-defaulting Party"; "Petroleum";
"Production Area"; Operations"; "Property"; and "Regulations" when
used herein in the context of the Operating Agreement have the same
meanings given to-those expressions under the Operating Agreement.
2. Farmout to SOCDET
2.1 The Assignors agree to farmout to SOCDET an undivided thirty five
percent (35%) Participating Interest in all Blocks of the Farmout
Contract Area, as governed and affected by the Service Contract and the
Operating Agreement (Initial Farmout Interest), subject to the following
terms and conditions:
(a) SOCDET shall, subject to the terms hereunder, submit to the DOE a
firm work program and budget consisting of a 3-D acquisition,
processing and interpretation program relating to the Farmout
Contract Area with a minimum expenditure commitment of U.S. dollars
six million (US$6,000,000.00) (subject to the last sentence hereof)
which 3-D seismic program shall be commenced within the coming
weather window, i.e. October, 1996 to June, 1997 (WORK PROGRAM).
SOCDET shall have the right to include in the Work Program the
drilling of the Optional Well with a minimum expenditure commitment
of U.S. dollars four million (US$4,000,000.00) as referred to in
clause 3.1 below. If the Work Program acquires, processes and
interprets 3/D seismic over the whole of the Farmout Contract Area
at a cost of less than US dollars six million (US$6,000,000) then
the amount of the under-expenditure shall be applied towards the
cost of the drilling of the Optional Well;
(b) subject to existing laws, rules and regulations of the DOE and the
Service Contract, SOCDET shall undertake the Work Program at its
sole cost, risk and expense and shall satisfy on behalf of
Consortium all reportorial requirements of the DOE applicable to the
Work Program. SOCDET shall further furnish the Consortium, through
the Operator, with a copy of the relevant contract covering the 3-D
seismic data acquisition and processing;
(c) SOCDET shall exert utmost care and diligence to ensure that the data
obtained in the Work Program is forthwith and with dispatch duly
processed by a reputable data processing outfit and, thereafter,
interpreted with diligence and dispatch; and
(d) SOCDET shall always keep the Consortium, through the Operator,
current on developments affecting the Work Program and furnish the
Consortium, through the Operator, with copies of the processed data
and the interpretation thereof, including other relevant reports
thereon.
2.2 Upon receipt by the Consortium Of the data under clause 2.1(d) above,
and the exercise by SOCDET of the Drilling Option, SOCDET shall have
earned the Initial Farmout Interest which interest is shown in the third
column of Exhibit B attached hereto.
2.3 SOCDET and the Assignors (and to the extent required, the Assignors
shall procure that Oriental) promptly thereafter shall execute an
appropriate Assignment Document assigning the Initial Farmout Interest
to SOCDET free of Encumbrances.
3. OPTIONAL PROGRAM
3.1 Notwithstanding the inclusion or non-inclusion of an optional well in
the Work Program submitted to the DOE pursuant to clause 2.1(a) above,
SOCDET shall have the option to drill (Drilling Option) one well in the
Farmout Contract Area with a minimum expenditure commitment of Four
Million US Dollars (US$4,000,000.00) (Optional Well) which option shall
be exercisable within nine (9) months from the date of the completion of
the 3-D seismic data interpretation under clause 2.1(c) above and which
Optional Well shall be drilled within one year from the date of the
exercise of the Drilling Option.
3.2 SOCDET shall assume operatorship of the Service Contract for purposes of
drilling the Optional Well from the date of the exercise of the Drilling
Option and shall drill the well at its sole cost, risk and expense. In
connection with the drilling of the Optional Well, SOCDET shall be bound
by the obligations of Operator to the Non-Operators set forth in the
Operating Agreement with the Consortium being considered as the
Non-Operator. Not later than sixty (60) days from the date of the
exercise of the Drilling Option, SOCDET shall, unless otherwise agreed
upon by the parties, become the new Operator of the Service Contract and
shall then assume full operatorship of the Service Contract and APPI
shall resign and promptly carry out its hand over obligations under
clause 3.6 of the Operating Agreement.
3.3 Upon the completion of the drilling of the Optional Well to its
programmed depth or economic basement or the completion of testing, if
warranted, and the capping or plugging of the well, whether permanently
in the case of a dry well or temporarily in the case of a well which was
tested positive for hydrocarbons whether or not such well may thereafter
be completed as a producing well, SOCDET shall have earned an additional
twenty five percent (25%) Participating Interest in all Blocks of the
Farmout Contract Area as governed and affected by the Service Contract
and Operating Agreement (Additional Farmout Interest), which interest is
shown in the third column of Exhibit C attached hereto.
3.4 SOCDET and the Assignors (and to the extent required; the Assignors
shall procure that Oriental) shall execute an appropriate Assignment
Document assigning the Additional Farmout Interest to SOCDET free of
Encumbrances.
4. JOINT OPERATING AGREEMENT
4.1 Each Assignor by becoming a party to this Agreement agrees to be bound
by the Addendum in Exhibit G and to execute and procure the execution by
Oriental of the Addendum in Exhibit G and to be bound by the
Supplemented JOA with effect from the date of this Agreement
and agrees that in the event of any inconsistency between the
Supplemented JOA and the Operating Agreement referred to in Recital B
the Supplemented JOA prevails to the extent of the inconsistency.
4.2 Whilst SOCDET is carrying out the Work Program in clause 2.1(a), the
parties agree that the text of certain amendments to the Operating
Agreement shall be agreed to provide for the following principles of
allocation, once SOCDET shall have earned a Farmout Interest as herein
contemplated and after appropriate DOE approval of the relevant
assignment of interest:
(a) the Filipino Participation Incentive Allowance allowed under the
Service Contract shall be allocated between SOCDET and the
Consortium in the same manner as the allocation of the Production
Allowance applicable to each Block under the Service Contract, and
the Operating Agreement;
(b) the Cost Recovery allowed Contractor under the Service Contract
shall be allocated between SOCDET and the Consortium in proportion
to their respective Participating Interests in each Block from which
petroleum production or production proceeds is derived;
(c) the Net Proceeds share of Contractor under the Service Contract
shall be allocated to SOCDET and the Consortium in proportion to
their respective Participating Interests in each Block from which
petroleum production or production proceeds is derived; and
(d) as among the parties comprising the Consortium, the Contractor's
entitlements above allocated to the Consortium shall be governed by
the Settlement Agreement without effect of this clause 4.2.
4.3 Using for illustrative purposes only Block C and assuming SOCDET shall
have earned its 60% Participating Interest in that Block the intended
effect of clause 4.2 is shown in Exhibits D & E attached.
4.4 Following the receipt by the Consortium of the data under clause 2.1(d)
above and prior to the exercise by SOCDET of the Drilling Option the
Supplemented JOA will be reviewed and changes negotiated in good faith
in order to make its provisions more consistent with then applicable
current practices in the international exploration and production oil
and gas industry. The revised draft will be prepared by SOCDET and will
also consolidate the amendments agreed under clause 4.2 and the parties
will negotiate in good faith with a view to its terms being settled
prior to the exercise by SOCDET of the Drilling Option.
5. SPECIAL PROVISIONS RE: DEFAULTING PARTY
5.1 The parties recognise that the Assignors as members of the Consortium,
as Non-Defaulting Parties, have contingent proportionate shares in the
Forfeitable Participating Interest in each Block of the Defaulting
Party, Oriental, which contingent proportionate shares include costs and
expenses attributable to the Forfeitable Participating Interest as well
as production proceeds attributable to the Forfeitable Participating
Interest plus the interest stipulated in the Operating Agreement. SOCDET
is likewise made aware of the Assignors' willingness, but without waiver
of rights, remedies and causes of action under the law and the Operating
Agreement to allow the Defaulting Party to remedy its default by the
full payment of the amount advanced on behalf of Oriental, including the
stipulated interest thereon, which amount stands, as of April 02, 1996,
at U.S. dollars one million four hundred and three thousand four hundred
and ninety and twenty four cents (US$1,403,490.24).
5.2 Upon each assignment of a Farmout Interest to SOCDET, which assignment
will necessarily include a relevant proportion of each Assignor's
contingent or actual proportionate share in the Forfeitable
Participating Interest SOCDET shall succeed to all rights, remedies and
causes of action thereafter attributable to each Assignor's contingent
or actual proportionate share assigned to SOCDET but without being
liable to pay or contribute towards any amount which was or may have
been paid by any Assignor as its pro-rata share in the costs and
expenses attributable to the Forfeitable Participating Interest of
Oriental prior to the date that SOCDET shall have earned its respective
Farmout Interests.
5.3 Upon each assignment of a Farmout Interest SOCDET acknowledges its
obligation under the Operating Agreement to meet cash calls attributable
to the respective Farmout Interests earned by it.
5.4 In the event that the Assignors and Oriental agree upon Oriental's
remedying its default before a Farmout Interest is earned by SOCDET,
then the Assignors shall ensure that Oriental shall be bound by this
Agreement and join the Consortium in proportionately assigning the
Farmout Interest earned by SOCDET.
5.5 In the event that the parties agree to allow Oriental to remedy its
default after SOCDET shall have earned a Farmout Interest then SOCDET
shall have the right to recover from Oriental payment pari passu with
the Assignors any amount it may have advanced on behalf of the
proportionate share of the Forfeitable Participating Interest assigned
to it pursuant to this Agreement.
6. EARNING PERIOD
6.1 During the Earning Period, the Operator and if requested each Assignor
shall provide SOCDET and its authorised employees, agents or
professional advisers access to all Petroleum Information and such
technical, legal and financial information in its possession or under
its control relating to the Farmout Contract Area as SOCDET may from
time to time reasonably require.
6.2 During the Earning Period, each Assignor shall, subject to its
obligations under this clause, continue to meet its pro rata share of
all duly approved cash calls, expenditures, including insurance costs,
relating to the Operating Agreement.
6.3 During the Earning Period each Assignor agrees with SOCDET, without
prejudice to the rights and obligations of Operator under the Operating
Agreement, that it shall hold and administer its Participating Interest
with due regard to the interests of SOCDET under this Agreement and, in
particular, shall:
(a) conduct its affairs in relation to its Participating Interest and
the Contract Area in a businesslike and usual manner and in
accordance with good oilfield practice;
(b) perform its obligations under the Service Contract and the Operating
Agreement and all other contracts affecting its Participating
Interest and promptly notify SOCDET of any material breach thereof
by any party thereto (including itself);
(c) promptly provide SOCDET with copies of all notices, work programmes,
budgets, authorisations for expenditure, operating and technical
committee minutes, cash calls and other information prepared or
received by it relating to its Participating Interest; .
(d) promptly notify SOCDET of any material matters coming to its
attention and which in any way affects its Participating Interest or
the Service Contract including without limitation all offers,
trades, farm-in proposals and other expressions of interest relating
to its Participating Interest; and
(e) consult with SOCDET in respect of all material decisions in respect
of operations under the Service Contract and shall seek to reach
mutual agreement with SOCDET on all such matters. In the event that
agreement cannot be reached each Assignor shall retain the right to
take such decisions and conduct operations as it considers
appropriate, but subject always to clauses 6.4 and 6.5.
6.4 From the Agreement Date, each Assignor shall keep SOCDET informed of any
approval, consent or waiver under the Service Contract or the Operating
Agreement in relation to the following:-
(a) the approval or variation of any work programme or budget relating
to furthering or recommencing Existing Operations;
(b) any production Operations in the Production Areas or elsewhere in
the Contract Area as part of Existing Operations;
(c) the execution of any contract or other instrument relating to the
conduct of Existing Operations; or
(d) any other matter likely to affect in any material respect the nature
or extent of exploration, appraisal, development or production
operations under the Service Contract or the extent of any existing
or future expenditure obligations relating to the Participating
Interests.
6.5 From the Agreement Date, the Assignors shall not without the prior
consent of SOCDET:
(a) commence any litigation, arbitration or administrative or other
proceeding which affects or touches on the validity of the
Participating Interests or this Agreement and promptly will provide
SOCDET with details of any proceedings or claims brought or
threatened against the Assignors or any of them in relation to the
Participating Interests; or
(b) dispose of, grant, allow or enter into any contract agreeing to
dispose of, grant, or agree to any option or right over the
Participating Interests;
(c) transfer, assign, surrender, withdraw, farmout, non consent or sole
risk any right or interest under the Service Contract or Operating
Agreement;
(d) conduct any drilling operations in the Farmout Contract Area;
(e) conduct any production operations in the Farmout Contract Area which
are not as at the Agreement Date covered by, or in the ordinary
course are contemplated by, Existing Operations;
(f) agree to or permit any variation, amendment or exception from
conditions under the Service Contract; or
(g) agree to or permit any amendment or variation of the Operating
Agreement.
6.6 From the Agreement Date, each Assignor shall use all reasonable efforts
having regard to the interests of SOCDET under this Agreement to:
(a) ensure that Service Contract is kept in full force and effect and is
not subject to revocation, forfeiture or cancellation;
(b) ensure that Existing Operations are carried out efficiently and the
Property is preserved and maintained; and
(c) ensure that the Participating Interests remain valid, subsisting and
enforceable in accordance with the terms.
6.7 If, from the Agreement Date:
(a) any interest of an Assignor (not being part of that Assignor's
Participating Interest available for assignment as part of the
Initial Farmout Interest or Additional Farmout Interest) is offered
for sale under the Operating Agreement then, SOCDET may acquire such
interest on the terms offered for sale unless the assignment is made
in favor of an Affiliate of the Assignor and in accordance with the
provisions of clauses 9.1 and 9.2; and
(b) any Assignor withdraws from the Service Contract or Operating
Agreement such that the remaining Assignors' Participating Interests
are proportionally increased then the additional interest so
acquired shall in turn proportionally become part of the Farmout
Interests and shall be transferred and assigned to SOCDET under
clause 2.2 or clause 3.3 as applicable for no additional
consideration.
6.8 The Assignors undertake that they will cause Operator to maintain in
full force and effect insurance coverage in respect of the Participating
Interests during the Earning Period and will arrange for SOCDET's
interest to be noted by insurer and evidence of this is to be provided
to SOCDET.
6.9 The risk in the Farmout Interests shall remain with the Assignors until
the interests have been earned respectively under clause 2.2 and clause
3.3, at which time it shall pass to SOCDET. Notwithstanding any other
provision of this Agreement, there shall be no obligation upon SOCDET to
proceed with this Agreement if the Assignors' interest in the
Participating Interests or Property is cancelled, forfeited,
surrendered, lost, or destroyed or becomes a total constructive loss
before the Farmout Interests have been respectively earned under clause
2.2 and clause 3.3.
7. REPRESENTATIONS AND WARRANTIES
7.1 Each Assignor represents, warrants and covenants severally as at the
date of this Agreement and as of the date of assignment of each of the
Farmout Interests that:
(a) the Recitals hereto are accurate;
(b) the Assignors can and will procure and assign on an unencumbered
basis, other than for the provisions of the Service Contract and the
Operating Agreement, sufficient interests to make up the Farmout
Interests to be assigned to SOCDET under clause 2.3 and if
applicable clause 3.4;
(c) the Assignors can and will secure all necessary consents and
approvals in order to give full legal effect to the amendments
referred to in clause 4.2.
(d) the current term of the Service Contract is valid until 17th
December 2010 with a right to renewal for a further period of up to
15 years upon terms to be agreed with DOE;
(e) it has no knowledge of any, breach of the conditions of the Service
Contract as would provide grounds for terminating the Service
Contract and the Service Contract is in good standing in terms of
the Petroleum Legislation;
(g) there have been no amendments to the Service Contract other than as
recited herein;
(h) there are no outstanding work programmes committed under section 5
of the Service Contract required to be undertaken in the Contract
Area;
(i) the Cost Recovery attributable to the Farmout that has not been
recovered under the Contract Area is approximately US$200,000,000
and there are no major outstanding audit or other exceptions raised
by the DOE in relation to the Cost Recovery;
(j) it has not received, nor is it aware of any Governmental demand,
directive, order or request for rehabilitation, decommissioning or
removal of any platform or installed facilities in the Farmout
Contract Area;
(k) the inventory of equipment provided to SOCDET and dated 25th June,
1996 is complete as of said date in all material respects;
(l) the Property is in existence and has not suffered major physical
damage other than ordinary wear and tear which materially adversely
affects the operation of the facilities and equipment;
(m) the platforms and installed facilities in the Farmout Contract Area
were installed in accordance with good oilfield practice and no
Governmental demand directive order or request for modification or
change to the platforms and installed facilities has been required;
(n) the Petroleum Information listing provided by Operator to SOCDET in
Manila on lst August 1996 is complete in all material respects;
(o) the Operating Agreement is in force in accordance with its terms;
(p) there have been no amendments to the Operating Agreement other than
as recited herein;
(q) there are no carried interests other than as provided in the
Participation Agreement and the Operating Agreement;
(r) the Supplemented JOA is an accurate statement of the rights and
obligations of all parties entitled thereunder;
(s) as regards SOCDET only, and its rights and obligations the
Supplemented JOA is effective to override any reserved rights,
including options to purchase, rights of refusal and voting proxy
arrangements which may have arisen from prior assignments or
agreements to assign Participating Interests between itself and
another Assignor;
(t) APPI is the Operator and is not in default with its obligations
under the Operating Agreement;
(u) there are no current independent operations as referred to in
Article IX of the Operating Agreement other than in the Nido Block;
(v) there are no current insurance claims that are outstanding or have
been declined;
(w) as regards SOCDET only, and its rights and obligations, to the
extent that the provisions of the Settlement Agreement are in
conflict with the Supplemented JOA the provisions of the
Supplemented JOA shall prevail, notwithstanding clause 16 of the
Settlement Agreement;
(x) save for in relation to Existing Operations there are no seismic,
technical services, charter party equipment leasing or other
contracts in existence relating to the Farmout Contract Area and
which have been or are purported to have been entered into by or on
behalf of the Consortium;
(y) there are no overlift or underlift entitlements to production as
referred to in Article 10 of the Operating Agreement;
(z) all authorizations or approvals required under any environmental law
or Governmental directive relating to the carrying out of operations
in the Farmout Contract Area are current and have not been breached;
(aa) all liabilities that have arisen under the Service Contract and
fallen due for settlement prior to the Agreement Date have been
settled, discharged or compromised;
(bb) it has no knowledge of any default, including failure to pay any
cash calls, by any other party (other than Oriental) to the Service
Contract or the Operating Agreement in its compliance with its
obligations under the Service Contract and the Operating Agreement;
(cc) its Participating Interest is free from Encumbrances;
(dd) it owns its Participating Interest legally and beneficially and has
a good title to it and, subject to the terms of the Service Contract
and the Operating Agreement and this Agreement, it has the right to
assign and transfer its share of its Participating Interest to
SOCDET subject to the prior approval of the DOE as provided under
the Service Contract and the Operating Agreement;
(ee) it has no knowledge of any actions or other proceedings pending or
threatened against it in or by any court, administrative or other
tribunal which might affect the title of SOCDET to its share of its
Participating Interest or its right to assign and complete the
assignments to SOCDET in accordance with this Agreement; and
(ff) all information provided to SOCDET by it or on its behalf is
accurate and complete in all material respects and SOCDET is
entitled to rely upon the same in entering into this Agreement.
7.2 Each Assignor shall not do any act or thing, or authorize any act or
thing to be done over which it has control or which it can otherwise by
the exercise of any right or power reasonably prevent from being done,
which would reasonably prevent any of the representations or
warranties set out in clause 7.1 from being materially true and
materially accurate when repeated as at the date of assignment of each
of the Farmout Interests by reference to circumstances then existing.
7.3 Each Assignor acknowledges that SOCDET has entered into this Agreement
in reliance on the representations, warranties and undertakings of each
Assignor herein.
7.4 If any change in circumstance or in any fact or matter as referred to in
clause 7.1 occurs during the Earning Period which renders the
representations and warranties given by each Assignor in this Agreement
materially inaccurate, the Assignor shall forthwith give SOCDET a
disclosure letter containing the full particulars and that Assignor and
SOCDET shall promptly discuss the material inaccuracy including the
effects on the value of the Farmout Interests and whether the
consideration herein should be varied or other terms hereof should be
amended or supplemented to take account of any such change in
circumstances or fact or matter
7.5 The Assignors jointly and severally indemnify and hold harmless SOCDET
against any loss, claim, liability, cost or expense (including legal
costs) suffered by it by virtue of any breach of warranty by the
Assignors or any failure on the part of the Assignors to comply with
clause 7.1.
7.6 Disputes or differences regarding any of the provisions of this clause 7
are not referable to arbitration under clause 14.
8. CONSENTS AND APPROVALS
8.1 This Agreement is subject to:
(a) verification by DOE that the Service Contract is in force in
accordance with its terms, in terms satisfactory to SOCDET; and
(b) the consent of the DOE being obtained under clause 16.4 of the
Service Contract subject to the usual DOE requirements for financial
and technical capability of the assignee.
SOCDET shall forthwith seek the verification under paragraph (a), if not
already done prior to the Agreement Date, and Operator and SOCDET shall
forthwith make application to DOE for its consent under paragraph (b).
8.2 Each party will use all reasonable endeavors to ensure clause 8.1 is
satisfied as soon as practicable and Operator shall notify all parties
as soon as clause 8.1 is satisfied.
8.3 Clause 8.1 is for the benefit of SOCDET and may be waived by it any time
by notice in writing to the Assignors.
8.4 If Clause 8.1 is not satisfied or waived prior to 30 days before the
expected commencement date of the Work Program (or such other date as
may be agreed by the parties) then SOCDET may terminate this Agreement.
9. ASSIGNMENT
9.1 A Party may assign to any Affiliate any or all of its rights hereunder.
Each Party shall remain liable to the other for performance of all its
obligations under this Agreement notwithstanding any assignment by such
Party pursuant to this Clause 9.1, but performance of such obligations
by the Affiliate to which such fights are assigned shall pro tanto
discharge such Party from performance of such obligations.
9.2 An assignment pursuant to clause 9.1 shall be subject to the condition
that the Affiliate shall first have agreed with the Parties to be bound
by the provisions of this Agreement.
9.3 Subject to the Service Contract and the Operating Agreement, a Party may
assign the whole, or part of its rights and obligations under this
Agreement if the proposed assignee has the technical and financial
resources to undertake and discharge the obligations being assigned to
it and has agreed with the Parties to be bound by this Agreement.
10. CONFIDENTIALITY
10.1 This Agreement shall remain confidential and no Party shall make any
public announcement or statement with respect thereto without the
written consent of the other Party except to the extent necessary in
order to comply with the Service Contract and except to the extent
required by law, or regulation or local order of the court or by a
stock exchange upon which the shares of a Party or of an Affiliate are
listed.
10.2 It is agreed that all information and data pertaining to this
Agreement and the Work Program and Optional Well shall be held
strictly confidential in accordance with the Operating Agreement.
10.3 The provisions of this Clause 10 shall continue to bind each of the
Parties notwithstanding that it may have ceased to be a Party until a
date three (3) years after the termination of this Agreement.
11. FORCE MAJEURE
11.1 Neither Party shall be liable for any delay in or failure of
performance of any of its obligations hereunder, other than an
obligation to make a monetary payment, if:
(a) such delay or failure is caused by events beyond its reasonable
control including act of God, strike, lockout or other labor
difficulty, act of public enemy, war, blockade, revolution, riot,
insurrection, civil commotion, native title claim, lightning,
storm, flood, fire, earthquake, explosion, action, inaction,
demand, order, restraint, restriction, requirement, prevention,
frustration or hindrance by or of any persons, government or
competent authority, embargoes, unavailability of labor,
services, essential equipment, chemicals or other materials, lack
of transportation and any other cause whether specifically
referred to above or otherwise which is not within its reasonable
control;
(b) it has taken all proper precautions, due care and reasonable
alternative measures with the object of avoiding the delay or
failure and of carrying out its obligations under this Agreement
provided that nothing herein contained shall require a Party to
settle or compromise a labor dispute if to do so would in its
sole discretion be contrary to its best interest; and
(c) as soon as possible after the beginning of an occurrence which
affects the ability of the claiming Party under this clause 11.1
to observe or perform any of its covenants or obligations under
this Agreement, the claiming Party shall give notice to the other
Party of the specific nature of the occurrence and, as far as
possible, estimating its duration.
12. NOTICES
12.1 Any notice or other communication in connection with this Agreement
must be in writing and in the English language signed by the Party
giving it or that Party's authorized representative and it may be:
(a) handed to or served upon the Party's duly designated
representative or the person in charge of the office or place of
business;
(b) sent by registered mail (airmail if posted to or from a place
outside the Philippines or Australia) to the address of the
addressee; or
(c) sent by facsimile to the facsimile number of the addressee,
the particulars of which are as follows:
ASSIGNORS
Address: C/- Xxxxxx (Production) Philippines, Inc.
15th Floor
Pacific Star Building, Sen. Gil. J. Puyat Avenue
Corner of Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxx Xxxxxx
Xxxxxxxxxxx
Facsimile: 0011 632 811 5683
SOCDET
Address: 2nd Floor
00 Xxxxx Xxxx Xxxx
Xxxx Xxxxx
Xxxxxxx Xxxxxxxxx
Facsimile: (000) 000 0000
or any other address or facsimile number which is notified by a Party
to the other Parties.
12.2 Any notice of other communication takes effect from the time it is
received unless a later time is specified in it.
12.3 A notice or other communication is taken to be received:
(a) if served as provided in Section 12.1(a) at the time of actual
receipt as evidenced in the receipt;
(b) if served as provided in Section 12.1(b), upon actual receipt by
the addressee, but if it fails to claim its mail from the post
office within five (5) days from the date of the first notice of
the postmaster, service shall take effect at the expiration of
such time; and
(c) if it is sent by facsimile, on production of a transmission
report by the machine from which the facsimile was sent which
indicates that the facsimile was sent in its entirely to the
facsimile number of the addressee.
For the purposes of this clause, "business day" means a day on which
banks are open for business in Manila and Perth except a Saturday or
Sunday.
13. MISCELLANEOUS PROVISIONS
RELATIONSHIP
13.1 Nothing in this Agreement is to be construed so as to constitute any
Party the partner or agent of any other Party or to create any trust,
joint venture or partnership between or involving them.
COSTS
13.2 The Parties are to pay their own legal and other costs and expenses in
connection with the preparation, execution and completion of this
Agreement and or other related documentation.
WAIVER AND VARIATION
13.3 A provision of or a right created under this Agreement may not be:
(a) waived except in writing signed by the Party granting the wavier;
or
(b) varied except in writing signed by the Parties.
APPROVALS AND CONSENTS
13.4 A Party may give conditionally or unconditionally or withhold its
approval or consent in its absolute discretion unless this Agreement
provides otherwise.
REMEDIES CUMULATIVE
13.5 The rights, powers and remedies provided in this Agreement are
cumulative with and not exclusive of the rights, powers or remedies
provided by law independently of this Agreement.
INDEMNITIES
13.6. ln relation to each indemnity in this Agreement:
(a) it is a continuing obligation, separate and independent from the
other obligations of the Parties and survives termination of this
Agreement; and
(b) it is not necessary for a party to incur expense or make payment
before enforcing a right of indemnity conferred by this
Agreement.
PUBLICITY
13.7 A Party may not make press or other announcements or releases relating
to this Agreement and the transactions the subject of this Agreement
without the approval of the other Party to the form and manner of the
announcement or release unless that announcement or release is
required to be made by law or by a stock exchange.
ENTIRE AGREEMENT
13.8 This Agreement constitutes the entire agreement of the Parties about
its subject matter and any previous agreements (including without
limitation a Heads of Agreement dated 25th June 1996), understandings
and negotiations on that subject matter cease to have effect.
GOVERNING LAW AND JURISDICTION
13.9 This Agreement is governed by the law in force in the Philippines and
each party irrevocably and unconditionally submits to the exclusive
jurisdiction of the Courts of the Republic of the Philippines.
14. DISPUTE RESOLUTION AND ARBITRATION
14.1 In this clause 14, "Dispute Notice" means a notice given by Parties
under clause 14.3 (a), which specifies in general terms the nature of
the dispute or difference.
14.2 If any dispute or difference arises between the Parties in connection
with any aspect of this Agreement (other than clause 7), the Work
Program, Optional Well, the Service Contract or the Farmout Contract
Area or the validity of this Agreement, the Parties undertake with
each other to use all reasonable endeavors, in good faith, to settle
the dispute or difference by negotiation.
14.3 For the purpose of facilitating the process of negotiation referred to
in clause 14.2:
(a) the Party claiming that the dispute or difference has arisen is
to give notice to that effect to the other Parties and the notice
is also to designate a representative for the negotiation who
will have authority to settle the dispute on behalf of that
Party; and
(b) the other Parties are then to promptly designate by notice to the
Party giving the Dispute Notice, its or their representative for
the negotiation who will have authority to settle the dispute on
behalf of the other Parties.
14.4 Unless a Party has complied with clauses 14.2 and 14.3, that Party may
not commence court or arbitration proceedings relating to the dispute
or difference.
14.5 If the Parties or their representatives do not settle the dispute or
difference by negotiation within 21 days after the Dispute Notice is
given, the Party giving the Dispute Notice shall have the right to
commence court proceedings or refer the dispute or difference to
arbitration, in accordance with the Rules of the International Chamber
of Commerce.
14.6 An arbitrator is to be appointed as follows:
(a) the Parties may jointly appoint a sole arbitrator they may agree
within 35 days after the Dispute Notice is given; or
(b) if an arbitrator is not jointly appointed within that period,
either Participant may request the President of the Association
of International Petroleum Negotiators, headquartered in Dallas,
Texas to appoint an arbitrator.
14.7 The arbitration is to be conducted in accordance with and subject to
the laws of the Republic of the Philippines.
14.8 Each Party may be represented by a duly qualified legal practitioner
or other representative.
14.9 All evidence and submissions to the arbitrator are to be in writing
unless the arbitrator otherwise directs or the Parties otherwise
agree.
14.10 The arbitrator is to have authority to give a Party such relief as
could be ordered by a court having the appropriate jurisdiction.
14.11 Each of the Parties agrees to indemnify the arbitrator against any
loss, liability, cost or expense incurred or suffered by the
arbitrator arising from or in connection with the arbitration.
IN WITNESS WHEREOF, the parties hereto have caused the execution of this
Agreement by the signatures of their respective authorized representatives this
24th day of September, 1996 at Manila
ASSIGNORS: ASSIGNEE:
XXXXXX (PRODUCTION) SOCDET PRODUCTION PTY. LTD.
PHILIPPINES,INC. ACN 008 607 976
by: /s/ XXXXXXX X. XXXXXXXXX by: /s/ XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXXXXX XXXXXXX X. XXXXXX
Executive Vice-President Managing Director
XXXXXX
PHILIPPINES,INC.
by: /s/ XXXXXXX X. XXXXXXXXX
XXXXXXX X. XXXXXXXXX
Executive Vice-President
XXXXXX PETROLEUM AND MINERALS CORPORATION
by: /s/ XXXXXXX X. XXXXXXXXX
XXXXXXX X. XXXXXXXXX
President
BASIC PETROLEUM AND MINERALS, INC.
by: /s/ XXXXX X. XX XXXXXXX
XXXXX X. XX XXXXXXX
Chairman & President
BALABAC OIL EXPLORATION AND DRILLING CO., INC.
By: /s/ XXXXXXX X. XXXXXXX
XXXXXXX X. XXXXXXX
Executive Vice-President
PETROFIELDS EXPLORATION
AND DEVELPMENT CO., INC.
By: /s/ XXXXXXXX X. XXXXX
XXXXXXXX X. XXXXX
President
THE PHILODRILL CORPORATION
by: /s/ XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX
EVP & Treasurer
SEAFRONT RESOURCES CORPORATION
by: /s/ XXXXXX X. XXXXX
XXXXXX X. XXXXX
President
UNIOIL RESOURCES AND
HOLDINGS CORPORATION
by: /s/ XXXXX X. XXXXXXXX, XX.
XXXXX X. XXXXXXXX, XX.
President
ALSONS CONSOLIDATED
RESOURCES, INC.
by: /s/ XXXXX X. XXXXXXXXX, XX.
XXXXX X. XXXXXXXXX, XX.
Executive Vice-President
EXHIBIT A
ASSIGNORS' PARTICIPATING INTERESTS
PLUS SHARE OF FORFEITABLE PARTICIPATING INTEREST
BLOCK A
(NIDO)
% Share of Share of Default
Parties P.I.'s Default Interest Total
------- ------- ---------- ---------------- -----
APPI 34.114 70.215% 36.101 70.215
BASIC 10.138 20.867% 10.729 20.867
PHILODRILL 4.333 8.918% 4.585 8.918
ORIENTAL (51.415) -- -- --
Total 100.000% 51.415 100.000
BLOCK "B"
(MATINLOC)
% Share of Share of Default
Parties P.I.'s Default Interest Total
------- ------- ---------- ---------------- -----
APPI 25.724 30.937% 5.213 30.937
API 32.932 39.606% 6.674 39.606
PHILODRILL 12.683 15.253% 2.570 15.253
BASIC 11.810 14.204% 2.394 14.204
ORIENTAL (16.851) -- -- --
Total 100.000% 16.851 100.000
BLOCK "C"
(X.X/GALOC)
% Share of Share of Default
Parties P.I.'s Default Interest Total
------- ------- ---------- ---------------- -----
APPI 23.40 36.909% 13.509 36.909
API 5.60 8.833% 3.233 8.833
APMC 7.40 11.672% 4.272 11.672
BASIC 11.00 17.350% 6.350 17.350
BALABAC 1.00 1.577% 0.577 1.577
PETROFIELDS 5.00 7.886% 2.886 7.886
PHILODRILL 3.00 4.732% 1.732 4.732
SEAFRONT 4.00 6.309% 2.309 6.309
UNIOIL 2.00 3.155% 1.155 3.155
ALSONS 1.00 1.577% 0.577 1.577
ORIENTAL (36.60) -- -- --
Total 100.000% 36.600 100.000
BLOCK "D"
% Share of Share of Default
Parties P.I.'s Default Interest Total
------- ------- ---------- ---------------- -----
APPI 33.15 40.353% 7.203 40.353
API 35.00 42.605% 7.605 42.605
APMC 5.00 6.086% 1.086 6.086
BASIC 7.00 8.521% 1.521 8.521
PHILODRILL 2.00 2.435% 0.435 2.435
ORIENTAL (17.85) -- -- --
Total 100.000% 17.850 100.000
EXHIBIT B
INITIAL FARMOUT INTEREST TO BE ASSIGNED
BY ASSIGNORS TO SOCDET
BLOCK "A" (NIDO)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (35%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 34.114 11.940 22.174
(36.101) (12.635) (23.466)
BASIC 10.138 3.548 6.590
(10.729) (3.755) (6.974)
PHILODRILL 4.333 1.517 2.816
(4.585) (1.605) (2.980)
ORIENTAL (51.415) -- --
TOTAL 100.000 35.000 65.000
BLOCK "B" (MATINLOC)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (35%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 25.724 9.003 16.721
(5.213) (1.825) (3.388)
API 32.932 11.526 21.406
(6.674) (2.336) (4.338)
BASIC 11.810 4.133 7.677
(2.394) (0.838) (1.556)
PHILODRILL 12.683 4.439 8.244
(2.570) (0.900) (1.670)
ORIENTAL (16.851) -- --
Total 100.000 35.000 65.000
BLOCK "C" (X.X./GALOC)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (35%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 23.40 8.190 15.210
(13.509) (4.728) (8.781)
API 5.60 1.960 3.640
(3.233) (1.132) (2.101)
APMC 7.40 2.590 4.810
(4.272) (1.495) (2.777)
BASIC 11.00 3.850 7.150
(6.350) (2.223) (4.128)
BALABAC 1.00 0.350 0.650
(0.577) (0.202) (0.375)
PETROFIELDS 5.00 1.750 3.250
(2.886) (1.010) (1.876)
PHILODRILL 3.00 1.050 1.950
(1.732) (0.606) (1.126)
SEAFRONT 4.00 1.400 2.600
(2.309) (0.808) (1.501)
UNIOIL 2.00 0.700 1.300
(1.155) (0.404) (0.750)
ALSONS 1.00 0.350 0.650
(0.577) (0.202) (0.375)
ORIENTAL (36.60) -- --
Total 100.000 35.001 64.999
Page 1 of 2
BLOCK "D"
Participating Interest Assigned Interest
Parties (Share In Default Int.) (35%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 33.15 11.603 21.548
(7.203) (2.521) (4.682)
API 35.00 12.250 22.750
(7.605) (2.662) (4.943)
APMC 5.00 1.750 3.250
(1.086) (0.380) (0.706)
BASIC 7.00 2.450 4.550
(1.521) (0.532) (0.989)
PHILODRILL 2.00 0.700 1.300
(0.435) (0.152) (0.282)
ORIENTAL (17.85) -- --
Total 100.000 35.000 65.000
Page 2 of 2
EXHIBIT C
ADDITIONAL FARMOUT INTERESTS TO BE ASSIGNED
BY ASSIGNORS TO SOCDET
BLOCK "A" (NIDO) EXHIBIT "C"
Participating Interest Assigned Interest
Parties (Share In Default Int.) (25%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 34.114 8.529 13.645
(36.101) (9.025) (14.441)
BASIC 10.138 2.535 4.055
(10.729) (2.682) (4.292)
PHILODRILL 4.333 1.083 1.733
(4.585) (1.146) (1.834)
ORIENTAL (51.415) -- --
TOTAL 100.000 25.000 40.000
BLOCK "B" (MATINLOC)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (25%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 25.724 6.431 10.290
(5.213) (1.303) (2.085)
API 32.932 8.233 13.173
(6.674) (1.669) (2.669)
BASIC 11.810 2.953 4.724
(2.393) (0.598) (0.958)
PHILODRILL 12.683 3.171 5.073
(2.570) (0.642) (1.028)
ORIENTAL (16.851) -- --
Total 100.000 25.000 40.000
BLOCK "C" (X.X./GALOC)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (25%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 23.40 5.850 9.360
(13.509) (3.377) (5.404)
API 5.60 1.400 2.240
(3.233) (0.808) (1.293)
APMC 7.40 1.850 2.960
(4.272) (1.068) (1.709)
BASIC 11.00 2.750 4.400
(6.350) (1.588) (2.539)
BALABAC 1.00 0.250 0.400
(0.577) (0.144) (0.231)
PETROFIELDS 5.00 1.250 2.000
(2.886) (0.722) (1.154)
PHILODRILL 3.00 0.750 1.200
(1.732) (0.433) (0.693)
SEAFRONT 4.00 1.000 1.600
(2.309) (0.577) (0.924)
UNIOIL 2.00 0.500 0.800
(1.155) (0.289) (0.462)
ALSONS 1.00 0.250 0.400
(0.577) (0.144) (0.231)
ORIENTAL (36.60) -- --
TOTAL 100.000 25.000 40.000
Page 1 of 2
BLOCK "D"
Participating Interest Assigned Interest
Parties (Share In Default Int.) (25%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 33.15 8.288 13.259
(7.203) (1.801) (2.881)
API 35.00 8.750 14.000
(7.605) (1.901) (3.042)
APMC 5.00 1.250 2.000
(1.086) (0.271) (0.435)
BASIC 7.00 1.750 2.800
(1.521) (0.380) (0.609)
PHILODRILL 2.00 0.500 0.800
(0.435) (0.109) (0.174)
ORIENTAL (17.85) -- --
TOTAL 100.000 25.000 40.000
Page 2 of 2
EXHIBIT D
ILLUSTRATIVE EXAMPLE OF ALLOCATION
OF REVENUES FROM BLOCK C
SCHEDULE A EXHIBIT "D"
XXXXXX (PRODUCTION) PHILIPPINES, INC.
ALLOCATION OF SALES PROCEEDS
FOR BLOCK C
No. of bbls. lifted 100,000.0
Price/bbl. $15.0000
TOTAL SOCDET "CONSORTIUM" GOV'T
-------------- -------------- -------------- --------------
FPIA 112,500.00 65,930.63 46,569.37
COST RECOVERY 1,050,000.00 630,000.00 420,000.00
NET PROCEEDS
Contractors 63,458.44 38,075.05 25,383.39
Government 101,533.50 101,533.50
Filipino Group 4,230.56 4,230.56
169,222.50 38,075.05 29,613.95 101,533.50
PRODUCTION ALLOWANCE 168,277.50 98,619.03 69,658.47
GROSS PROCEEDS IN USD $ 1,500,000.00 $ 832,624.71 $ 565,841.79 $ 101,533.50
============== ============== ============== ==============
Average Revenue Interest 100.000% 55.508% 37.723% 6.769%
Participating Interest 100.000% 60.000% 40.000%
DISTRIBUTION
--------------------------------------------------------------------------------
BASIS MANNER (Between Socdet & "Consortium")
--------------------------------------------------------------------------------
FPIA 7.5% of gross proceeds Amount of FPIA multiply by the percentages as
per column D of schedule B.
-------------------------------------------------------------------------------------------------------
COST RECOVERY 70% of gross proceeds Based on participating interest.
-------------------------------------------------------------------------------------------------------
NET PROCEEDS Gross proceeds less FPIA,
Cost Recovery & Production
Allowance
Contractors 37.5% of net proceeds Based on participating interest.
Government 60% of net proceeds
Filipino group 2.5% of net proceeds
-------------------------------------------------------------------------------------------------------
PRODUCTION ALLOWANCE 49.86% of gross proceeds Amount of Production Allowance multiply by the
less FPIA & Cost recovery percentages as per column D of schedule B.
-------------------------------------------------------------------------------------------------------
NOTE:
Allocations to "Consortium" shall be further distributed to the parties
concerned in accordance with existing agreements (i.e. JOA as amended and
Settlement Agreement).
EXHIBIT "E"
SCHEDULE B
XXXXXX (PRODUCTION) PHILIPPINES, INC.
COMPUTATION OF PRODUCTION ALLOWANCE/FPIA
PERCENTAGE DISTRIBUTION
A B C D
---------- ------ ------ ------
SOCDET $38,075.05 56.250% 22.430% 58.605%
----------- ------
OTHER CONSORTIUM MEMBERS
CONSISTING OF:
FOREIGN PARTIES (APPI/API) 7,361.18 10.875% 4.336%
FILIPINO PARTIES 18,022.20 26.625% 9.319%
FILIPINO GROUP 4,230.56 6.250% 2.188%
----------- ------
29,613.94 15.843% 41.395%
----------- ------- ------ -------
TOTAL NET PROCEEDS - CONTRACTOR $ 67,688.99 100.000% 38.273% 100.000%
=========== ======= ====== =======
Effective Tax Rates:
Filipino:
Income Tax 35.000%
======
Foreign
Income Tax 35.000%
Branch profit
remittance tax 4.875%
------
39.875%
======
NOTES:
A Represents parties' share on net proceeds.
B Represents the percentage of each party's share on net proceeds to total
net proceeds.
C Column "B" multiply by the effective tax rate.
D Shows percentages to be used in distributing Production Allowance & FPIA.
EXHIBIT F
FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT F
DATED 1996
XXXXXX (PRODUCTION) PHILIPPINES, INC.
XXXXXX (PHILIPPINES) INC.
XXXXXX PETROLEUM AND MINERALS CORPORATION
BASIC PETROLEUM AND MINERALS INC.
BALABAC OIL EXPLORATION AND DRILLING CO., INC.
PETROFIELDS EXPLORATION AND DEVELOPMENT COMPANY, INC.
THE PHILODRILL CORPORATION
SEAFRONT RESOURCES CORPORATION
UNIOIL AND GAS DEVELOPMENT COMPANY, INC.
ALSONS CONSOLIDATED RESOURCES INC.
[ORIENTAL PETROLEUM AND MINERALS CORPORATION]*
(collectively ASSIGNORS)
- AND -
SOCDET PRODUCTION PTY. LTD.
ACN 008 607 976
--------------------------------------------------------------------------------
DEED OF ASSIGNMENT AND ASSUMPTION
SERVICE CONTRACT 14
--------------------------------------------------------------------------------
XXXXXXX XXXXXXXX
Solicitors
Level 31, QV1 Building
000 Xx Xxxxxx'x Xxxxxxx
Xxxxx, Xxxxxxx Xxxxxxxxx 0000
Tel: (00) 000 0000
Fax: (00) 000 0000
Ref: AGT:XXX:980350
------------
* [CURRENTLY A DEFAULTING PARTY. IF DEFAULT IS REMEDIED BY EFFECTIVE DATE
INCLUDE AS A PARTY, OTHERWISE DELETE.]
THIS DEED OF ASSIGNMENT AND ASSUMPTION is made and entered into this
day of 199[ ].
BETWEEN:
XXXXXX (PRODUCTION) PHILIPPINES, INC. (APPI) of 15th Floor, Pacific Star
Building, Sen. Xxx. X. Xxxxx Avenue, corner of Makati Avenue, Makati City, Metro
Manila, Philippines
XXXXXX (PHILIPPINES) INC. (API) of 15th Floor, Pacific Star Building, Sen. Xxx.
X. Xxxxx Avenue, corner of Makati Avenue, Makati City, Metro Manila, Philippines
XXXXXX PETROLEUM AND MINERALS CORPORATION (APMC) of Suite 1801, Pearlbank
Centre, 000 Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx,
Xxxxxxxxxxx.
BASIC PETROLEUM AND MINERALS INC. (Basic) of 7th Floor, Basic Petroleum
Building, Xxxxxx Xxxxxxx, Xx. St., Xxxxxxx Village, Makati City, Metro Manila,
Philippines
BALABAC OIL EXPLORATION AND DRILLING CO., INC. (Balabac) of Suite 6A Sagittarius
Condominium H.V. delta Costa St., Xxxxxxx Village, Makati City, Metro Manila,
Philippines
PETROFIELDS EXPLORATION AND DEVELOPMENT COMPANY, INC. (Petrofields) of 7th
Floor, JMT Building, ADB Avenue Ortigas Centre, Pasig City 0000, Xxxxxxxxxxx
THE PHILODRILL CORPORATION (Philodrill) of 8th Floor, Quad Alpha Centrum, 000
Xxxxxxx Xx, Xxxxxxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxxxxx
SEAFRONT RESOURCES CORPORATION (Seafront) of 32/F Tektite Tower Xx. 0, Xxxxxxx
Xx, Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxxxxx
UNIOIL AND GAS DEVELOPMENT COMPANY, INC. (Unioil) of Unit 6B, Sagittarius
Condominium H.V. dela Costa St., Salcedo Village, Makati City, Metro Manila,
Philippines
ALSONS CONSOLIDATED RESOURCES INC. (Alsons) of 2F Xxxxxxxxx Xxxx., 2278 Pasong
Tamo Ext. Makati City, Metro Manila, Philippines
[ORIENTAL PETROLEUM AND MINERALS CORPORATION (Oriental) of 7th Floor, Corinthian
Plaza, Paseo de Roxas, Legaspi Village, Makati City, Metro Manila, Philippines]*
(collectively ASSIGNORS)
AND
SOCDET PRODUCTION PTY. LTD. ACN 008 607 976 (SOCDET) a company incorporated in
Australia with its principal office at 2nd Floor, 00 Xxxxx Xxxx Xx, Xxxx Xxxxx,
Xxxxxxx Xxxxxxxxx.
WITNESSETH
WHEREAS
A. The Assignors comprise the Contractor parties under Service Contract No. 14
made and entered into on 17th December 1975 as amended by the First
Amendment of the Service Contract entered into 29th December 1980 and
further amended by Addendum to Service Contract entered into 7th October
1991 (together referred to as the SERVICE CONTRACT).
B. The Contract Area originally comprised four blocks "A", "B", "C" and "D"
offshore Palawan Island, as more particularly described in annex A to the
Service Contract. Subsequently parts of the original Contract Area have been
delineated as Production Areas and relinquished and retained and varied such
that:
(a) the Production Areas now comprise:
(i) the Production Area being Block A covering 2424.24 hectares (NIDO
BLOCK);
(ii) the Production Areas of the Matinloc Block covering 2666.67
hectares and of the Libro Field covering 121.2 hectares (together
the MATILOC OIL PRODUCTION COMPLEX); and
(iii) the Production Area to the north of the Matinloc Block being Block
B1 covering 848.48 hectares (NORTH MATINLOC BLOCK); and
(b) the retained areas, in addition to the Production Areas, now comprise:
------------
[* CURRENTLY A DEFAULTING PARTY. IF DEFAULT IS REMEDIED BY EFFECTIVE DATE,
INCLUDE AS A PARTY, OTHERWISE DELETE]
(i) the retention area being Block C covering 33818.18 hectares (WEST
LINAPACAN/GALOC BLOCK);
(ii) the retention area within Block B covering 8848.48 hectares; and
(iii) the retention area being Block D covering 18,545.45 hectares.
The co-ordinates for each of the foregoing areas are listed in Exhibit B
attached hereto and the areas are shown on the map attached hereto as
Exhibit C.
C. For the purpose of this deed BLOCK means all or any of Block A, Block B,
Block C and Block D and
o Block A means the Nido Block;
o Block B means the Matinloc Oil Production Complex and the retention area
in Recital B(b)(ii);
o Block C means the West Linapacan/Galoc Block; and
o Block D means the retention area described in Recital
B(b)(iii).
D. The Contractor parties are bound by an Operating Agreement entered into 17
July 1976 as supplemented by a Supplementary Agreement dated 14th April
1977, amended by a deed dated lst January 1979 and supplemented by an
Addendum dated 1996, all in relation to petroleum
operations under the Service Contract.
X. XXXXXX has earned an undivided interest of [ ] percent [insert 35% or 25%,
as applicable] in each Block under the Service Contract and the Operating
Agreement with effect from the 19[ ] ("EFFECTIVE DATE").
F. Accordingly, each Assignor wishes to assign
(a) to SOCDET and the Assignors the Service Contract; [DELETE THIS PARAGRAPH
IF ASSIGNMENT IS FOR THE 25 % INTEREST]
(b) to SOCDET an interest in each Block under the Service Contract as set
opposite that Assignor's name in the third column of Exhibit A hereto;
and
(c) to SOCDET a corresponding undivided interest in each Block under the
Operating Agreement
all with effect from the Effective Date.
NOW THEREFORE:
1. In accordance with section 16.4 of the Service Contract and sections 2.22
and 11.1 of the Operating Agreement the Assignors hereby assign, transfer
and convey:
(a) to SOCDET and the Assignors the Service Contract; [DELETE THIS PARAGRAPH
IF ASSIGNMENT IS FOR THE 25% INTEREST]
(b) a 35% [OR IF APPLICABLE A 25%] interest in each Block which is
contributed by each Assignor as set opposite that Assignor's name in the
third column of Exhibit A hereto (and which for avoidance of doubt
includes a corresponding proportionate share of "Operating Expenses",
"FPIA" and "Production Allowance" as defined and referred to the Service
Contract); and
(c) to SOCDET a corresponding undivided interest under Operating Agreement
free of any lien, encumbrance or third party claim except as may be provided
in the Service Contract all with effect from the Effective Date.
2. SOCDET accepts the assignments in clause I and assumes with effect from the
Effective Date all rights and obligations, risks, benefits and liabilities
of the Assignors under, the Service Contract and the Operating Agreement
attributable to the interests assigned.
3. These assignments and assumptions are made subject to the terms and
conditions of the Service Contract, and the Operating Agreement and to the
extent that any provisions and the Operating Agreement may limit, restrict
or require any waiver in order to perfect the assignments herein (including
without limitation clause 2.22 of the Operating Agreement) then the
Assignors expressly waive any such limitation or restriction.
4. For the purposes of Section 19.1 (Notices) of the Operating Agreement
notices may be given to SOCDET as follows:
"SOCDET Production Pty. Ltd.
Attention: Xx. X. Xxxxxx
2nd Floor, 00 Xxxxx Xxxx Xxxx
Xxxx Xxxxx, Xxxxxxx Xxxxxxxxx 0000
Telephone No. (00) 00 000 0000
Facsimile (00) 00-000-0000"
5. This Deed shall be subject to the approval of the Department acting for the
Government of the Republic of the Philippines as required under the Service
Contract.
6. Upon approval of the Department stated in Clause 5 above, the assignments
shall relate back to and be effective from the Effective Date.
7. This Deed may be executed in multiple counterparts, each of which shall be
an original but all of which shall constitute one instrument.
8. This Deed is governed by the laws of the Republic of the Philippines.
IN WITNESS WHEREOF, the parties have executed this Deed.
ASSIGNORS: ASSIGNEE:
XXXXXX (PRODUCTION) SOCDET PRODUCTION PTY. LTD.
PHILIPPINES, INC. ACN 008 607 976
by:..................... by: .............................
XXXXXXX X. XXXXXX, XX. XXXXXXX X. XXXXXX
Chairman Managing Director
XXXXXX PHILIPPINES, INC.
by:......................
XXXXXX PETROLEUM AND MINERALS CORPORATION
by:......................
BASIC PETROLEUM AND MINERALS, INC.
by:......................
BALABAC OIL EXPLORATION AND
DRILLING CO., INC.
by:......................
PETROFIELDS EXPLORATION
AND DEVELOPMENT CO., INC
by:......................
THE PHILODRILL CORPORATION
by:......................
SEAFRONT RESOURCES CORPORATION
by:......................
UNIOIL RESOURCES AND
HOLDINGS CORPORATION
by:......................
ALSONS CONSOLIDATED RESOURCES, INC.
by:......................
[ORIENTAL PETROLEUM AND
MINERALS CORPORATION]*
by:......................
[*CURRENTLY A DEFAULTING PARTY. IF DEFAULT IS REMEDIED BY EFFECTIVE DATE
INCLUDE AS A PARTY, OTHERWISE DELETE.]
The Department of Energy on behalf of the Government of the Republic of the
Philippines hereby approves this Deed of Assignment and Assumption this day of
, 199[ ].
By: _______________________________
Title: ____________________________
EXHIBIT A'
ASSIGNED INTERESTS
FOR 35% INTEREST
BLOCK "A" (NIDO)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (35%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 34.114 11.940 22.174
(36.101) (12.635) (23.466)
BASIC 10.138 3.548 6.590
(10.729) (3.755) (6.974)
PHILODRILL 4.333 1.517 2.816
(4.585) (1.605) (2.980)
ORIENTAL (51.415) -- --
TOTAL 100.000 35.000 65.000
BLOCK "B" (MATINLOC)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (35%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 25.724 9.003 16.721
(5.213) (1.825) (3.388)
API 32.932 11.526 21.406
(6.674) (2.336) (4.338)
BASIC 11.810 4.133 7.677
(2.394) (0.838) (1.556)
PHILODRILL 12.683 4.439 8.244
(2.570) (0.900) (1.670)
ORIENTAL (16.851) -- --
Total 100.000 35.000 65.000
BLOCK "C" (X.X./GALOC)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (35%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 23.40 8.190 15.210
(13.509) (4.728) (8.781)
API 5.60 1.960 3.640
(3.233) (1.132) (2.101)
APMC 7.40 2.590 4.810
(4.272) (1.495) (2.777)
BASIC 11.00 3.850 7.150
(6.350) (2.223) (4.128)
BALABAC 1.00 0.350 0.650
(0.577) (0.202) (0.375)
PETROFIELDS 5.00 1.750 3.250
(2.886) (1.010) (1.876)
PHILODRILL 3.00 1.050 1.950
(1.732) (0.606) (1.126)
SEAFRONT 4.00 1.400 2.600
(2.309) (0.808) (1.501)
UNIOIL 2.00 0.700 1.300
(1.155) (0.404) (0.750)
ALSONS 1.00 0.350 0.650
(0.577) (0.202) (0.375)
ORIENTAL (36.60) -- --
Total 100.000 35.001 64.999
Page 1 of 2
BLOCK "D"
Participating Interest Assigned Interest
Parties (Share In Default Int.) (35%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 33.15 11.603 21.548
(7.203) (2.521) (4.682)
API 35.00 12.250 22.750
(7.605) (2.662) (4.943)
APMC 5.00 1.750 3.250
(1.086) (0.380) (0.706)
BASIC 7.00 2.450 4.550
(1.521) (0.532) (0.989)
PHILODRILL 2.00 0.700 1.300
(0.435) (0.152) (0.282)
ORIENTAL (17.85) -- --
Total 100.000 35.000 65.000
Page 2 of 2
EXHIBIT A'
ASSIGNED INTERESTS FOR 25% INTEREST
BLOCK "A" (NIDO) Exhibit "C"
Participating Interest Assigned Interest
Parties (Share In Default Int.) (25%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 34.114 8.529 13.645
(36.101) (9.025) (14.441)
BASIC 10.138 2.535 4.055
(10.729) (2.682) (4.292)
PHILODRILL 4.333 1.083 1.733
(4.585) (1.146) (1.834)
ORIENTAL (51.415) -- --
TOTAL 100.000 25.000 40.000
BLOCK "B" (MATINLOC)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (25%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 25.724 6.431 10.290
(5.213) (1.303) (2.085)
API 32.932 8.233 13.173
(6.674) (1.669) (2.669)
BASIC 11.810 2.953 4.724
(2.393) (0.598) (0.958)
PHILODRILL 12.683 3.171 5.073
(2.570) (0.642) (1.028)
ORIENTAL (16.851) -- --
Total 100.000 25.000 40.000
BLOCK "C" (X.X./GALOC)
Participating Interest Assigned Interest
Parties (Share In Default Int.) (25%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 23.40 5.850 9.360
(13.509) (3.377) (5.404)
API 5.60 1.400 2.240
(3.233) (0.808) (1.293)
APMC 7.40 1.850 2.960
(4.272) (1.068) (1.709)
BASIC 11.00 2.750 4.400
(6.350) (1.588) (2.539)
BALABAC 1.00 0.250 0.400
(0.577) (0.144) (0.231)
PETROFIELDS 5.00 1.250 2.000
(2.886) (0.722) (1.154)
PHILODRILL 3.00 0.750 1.200
(1.732) (0.433) (0.693)
SEAFRONT 4.00 1.000 1.600
(2.309) (0.577) (0.924)
UNIOIL 2.00 0.500 0.800
(1.155) (0.289) (0.462)
ALSONS 1.00 0.250 0.400
(0.577) (0.144) (0.231)
ORIENTAL (36.60) -- --
Total 100.000 25.000 40.000
Page 1 of 2
BLOCK "D"
Participating Interest Assigned Interest
Parties (Share In Default Int.) (25%) Residual Interest
------- ----------------------- ----------------- -----------------
APPI 33.15 8.288 13.259
(7.203) (1.801) (2.881)
API 35.00 8.750 14.000
(7.605) (1.901) (3.042)
APMC 5.00 1.250 2.000
(1.086) (0.271) (0.435)
BASIC 7.00 1.750 2.800
(1.521) (0.380) (0.609)
PHILODRILL 2.00 0.500 0.800
(0.435) (0.109) (0.174)
ORIENTAL (17.85) -- --
Total 100.000 25.000 40.000
Page 2 of 2
EXHIBIT B
CO-ORDINATES OF CONTRACT AREA
Block A - Nido Production Area
LATITUDE LONGITUDE
11 03 19.00 118 47 49.10
11 01 07.00 118 46 44.70
11 01 07.00 118 50 02.20
11 02 40.00 118 51 00.00
11 03 19.00 118 50 00.00 -----------------
11 03 19.00 118 47 49.10 2,424.24 HECTARES (Approx)
-----------------
MATINLOC PRODUCTION AREA
LATITUDE LONGITUDE
11 03 00.00 119 01 25.00
11 26 43.00 118 59 00.00
11 25 12.00 118 59 00.00
11 25 12.00 118 59 49.00
11 29 05.00 119 02 47.00 -----------------
11 30 00.00 119 01 25.00 2,666.67 HECTARES (Approx)
-----------------
LIBRO PRODUCTION AREA
LATITUDE LONGITUDE
11 26 30.00 119 03 30.00
11 26 05.00 119 04 00.00
11 24 55.00 119 03 03.00 -----------------
11 26 30.00 119 03 30.00 121.2 HECTARES (Approx)
-----------------
BLOCK B-1 NORTH MATINLOC PRODUCTION AREA
LATITUDE LONGITUDE
11 32 00.00 119 03 00.00
11 28 56.29 119 03 00.00
11 30 00.00 119 01 25.00 -----------------
11 32 00.00 119 03 00.00 848.48 HECTARES (Approx)
-----------------
BLOCK C - WEST LINAPACAN/GALOC RETENTION BLOCK
LATITUDE LONGITUDE
12 03 51.21 119 18 00.00
12 00 00.00 119 18 00.00
12 00 00.00 119 15 00.00
11 49 48.00 119 15 00.00
11 50 27.00 119 08 33.00
11 50 27.00 119 05 58.00
11 46 45.00 119 05 58.00
11 44 30.00 119 09 00.00
11 43 00.00 119 11 00.00
11 42 18.65 119 12 00.00
11 44 00.00 119 12 00.00
11 44 00.00 119 14 30.00
11 43 00.00 119 14 30.00
11 45 00.00 119 15 00.00
11 48 00.00 119 15 00.00
11 48 00.00 119 18 00.00
11 56 00.00 119 18 00.00
11 56 00.00 119 21 00.00
11 56 05.00 119 20 20.00
11 57 23.84 119 21 00.00
12 02 45.66 119 21 00.00 ------------------
12 03 51.21 119 18 00.00 33,818.18 Hectares (Approx)
------------------
BLOCK B - RETENTION BLOCK
LATITUDE LONGITUDE
11 24 00.00 118 57 00.00
11 24 00.00 118 54 00.00
11 20 00.00 118 54 00.00
11 20 00.00 118 57 00.00
11 24 00.00 118 57 00.00
11 24 00.00 119 08 00.00
11 25 12.00 118 59 49.00
11 25 12.00 118 59 00.00
11 26 43.00 118 59 00.00
11 30 00.00 119 01 25.00
11 32 00.00 119 00 00.00
11 25 12.00 118 57 00.00 -----------------
11 24 00.00 118 57 00.00 8,848.48 Hectares (Approx)
-----------------
BLOCK D- RETENTION BLOCK
LATITUDE LONGITUDE
11 44 30.00 119 09 00.00
11 44 00.00 119 09 00.00
11 44 00.00 119 06 00.00
11 40 00.00 119 06 00.00
11 40 00.00 119 03 00.00
11 36 00.00 119 03 00.00
11 36 00.00 119 00 00.00
11 32 00.00 119 00 00.00
11 32 00.00 118 57 00.00
11 28 00.00 118 57 00.00
11 25 12.00 118 57 00.00
11 32 09.50* 119 00 00.00*
11 30 00.00 119 01 25.00
11 32 10.40 119 03 00.00
11 36 00.00 119 03 00.00
11 36 00.00 119 05 50.00
11 36 14.00 119 06 00.00
11 40 00.00 119 06 00.00
11 40 00.00 119 08 46.00
11 43 00.00 119 11 00.00 ------------------
11 44 30.00 119 09 00.00 18,545.45 Hectares (Approx)
-------------------
* Wrong value - needs to be corrected]
EXHIBIT C
MAP OF CONTRACT AREA
[To be attached to execution copy of Deed of Assignment.]
EXHIBIT G
ADDENDUM TO OPERATING AGREEMENT
DATED THE DAY OF 1996
XXXXXX (PRODUCTION) PHILIPPINES, INC.
XXXXXX (PHILIPPINES) INC.
XXXXXX PETROLEUM AND MINERALS CORPORATION
ALSONS CONSOLIDATED RESOURCES, INC.
BALABAC OIL EXPLORATION AND DRILLING CO., INC.
BASIC PETROLEUM AND MINERALS, INC.
PETROFIELDS EXPLORATION AND DEVELOPMENT COMPANY, INC.
THE PHILODRILL CORPORATION
SEAFRONT RESOURCES CORPORATION
UNIOIL AND GAS DEVELOPMENT COMPANY INC.
[ORIENTAL PETROLEUM AND MINERALS CORPORATION]*
--------------------------------------------------------------------------------
ADDENDUM TO OPERATING AGREEMENT
--------------------------------------------------------------------------------
---------------
* DEFAULTING PARTY
EXHIBIT G
ADDENDUM TO OPERATING AGREEMENT
This Addendum to Operating Agreement is entered into this___day of 1996
BETWEEN:
XXXXXX (PRODUCTION) PHILIPPINES, INC. (" APPI") - Operator;
XXXXXX (PHILIPPINES) INC. ("API");
XXXXXX PETROLEUM AND MINERALS CORPORATION ("APMC");
ALSONS CONSOLIDATED RESOURCES, INC. (" ALSONS");
BALABAC OIL EXPLORATION AND DRILLING CO., INC. ("BALABAC");
BASIC PETROLEUM AND MINERALS, INC. ("BASIC");
PETROFIELDS EXPLORATION AND DEVELOPMENT COMPANY, INC. ("PETROFIELDS");
THE PHILODRILL CORPORATION ("PHILODRILL");
SEAFRONT RESOURCES CORPORATION ("SEAFRONT");
UNIOIL AND GAS DEVELOPMENT COMPANY INC. ("UNIOIL"); and
[ORIENTAL PETROLEUM AND MINERALS CORPORATION ("OPMC").]*
all collectively referred to as the "CONSORTIUM" and individually hereinafter
referred to as "Party".
WITNESSETH:
WHEREAS:
A. The parties constituting the Consortium are interest owners and participants
in Service Contract No. 14 dated December 17, 1975, as amended by a First
Amendment to Service Contract entered into on December 29, 1980 and an
Addendum to Service Contract dated October 7, 1991, all being hereafter
collectively referred to as the "Service Contract";
------------
* DEFAULTING PARTLY
B. The basis and agreement under which the parties constituting the Consortium
will conduct Petroleum Operations under the Service Contract and own,
operate and share in Petroleum and expenses attributable thereto is:
(i) a Participation Agreement dated December 2, 1975 ("Participation
Agreement"); and
(ii) an Operating Agreement dated July 17, 1976 as supplemented by a
Supplemental Agreement dated April 14, 1977 and amended by a First
Amendment to Operating Agreement dated January 1, 1979, (all hereafter
collectively referred to as the "Operating Agreement" or "JOA"); and
(iii) a Settlement Agreement effective January 1, 1984, (hereafter referred
to as the "Settlement Agreement").
C. On or about the date of this agreement the Parties hereto entered into a
Farmin Agreement with SOCDET Production Pty Ltd ACN 008 607 976 ("SOCDET")
under which the Consortium has agreed to assign certain interests in the
Service Contract, and the Operating Agreement to SOCDET at the completion of
each Earning Period, as defined in the Farmin Agreement ("Earning Period").
D. The Parties hereto desire by this Addendum to Operating Agreement to restate
the basis and agreement under which the Consortium during the Earning Period
will conduct Petroleum Operations under the Service Contract and own,
operate and share in Petroleum and the expenses attributable thereto.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained herein, the Parties hereto agree as follows:
1. The Parties hereto agree to be bound by the Operating Agreement as
supplemented, modified or amended by this Addendum to Operating Agreement
("Addendum").
2. The Parties hereto acknowledge and agree that:
(a) the Participation Agreement is no longer applicable and is hereby
cancelled;
(b) the "Contract Area" as defined in the JOA is now divided into Blocks
"A", "B", "C" and "D" having co-ordinates as listed in Exhibit A hereto;
(c) the xxxxx, elections and payments referred to in clauses 2.2 to 2.13
inclusive of the JOA have been drilled, exercised and paid for and these
clauses are now only relevant to the extent a carried interest was held
by BASIC at the time the third well referred to in those clauses was
drilled;
(d) BASIC is now the only "Non-Paying Party" as defined in the JOA in as
much as it held a 0.60% carried or non-paying interest in Block A and a
6.9% carried or non-paying interest in Block B and clause 2.19 of the
JOA is applicable to the recovery by the Paying Parties of the
expenditures made for the benefit of BASIC in relation to those carried
or non-paying interests;
(e) the respective participating interests of the Parties hereto in each
Block of the Contract Area and the JOA are shown in Exhibit B hereto;
(f) the "Petroleum Board" reference in the JOA shall be construed as a
reference to the Department of Energy;
(g) the representatives and alternate representatives of the Parties for the
purposes of the Management Committee deliberations under clause 4.1 are
as shown in Exhibit C, subject to the other provisions of clause 4.1;
(h) an example of the calculation of a "Determination" for the purposes of
clause 4.1 is:
Assume:
Block A Block B Block C Block D
Party 1 10 20 - 30
Party 2 20 60 40 -
Party 3 - 20 20 50
Party 4 70 - 20 20
--- --- --- ---
100% 100% 100% 100%
Therefore:
(i) Sum of Paying Parties' Shares in each Block is for
Party 1 : 60
Party 2 : 120
Party 3 : 90
Party 4 : 130
---
400
(ii) Voting pass-mark of 2 Paying Parties owning at least 65% of sum in
(i) above would be achieved by Party 1, Party 2 and Party 3 voting
affirmatively together.
(i) clause 7.5 of the JOA is no longer applicable;
(j) clause 12.4 of the JOA is no longer applicable; and
(k) for the purposes of clause 19.1 the notice details in Exhibit C hereto
apply, subject to change in accordance with clause 19.2.
3. On and from the expiry of each Earning Period:
(a) all the Petroleum produced and saved from the Contract Area which is
allocated for the recovery of Operating Expenses pursuant to Section 7.2
of the Service Contract and Section l(a) of the Addendum to Service
Contract shall be allocated between SOCDET and the Consortium in
proportion to their respective Participating Interests in each Block
from which Petroleum is produced and saved;
(b) all Petroleum produced and saved from the Contract Area which is
allocated as the Filipino Participation Incentive Allowance under
Section 6.3 of the Service Contract and all Petroleum which is allocated
as Production Allowance under Section 6.4 of the Service Contract shall
be allocated among the Parties hereto in accordance with Section 2.17 of
the Operating Agreement;
(c) the Contractor's share in the net proceeds as provided in Section 7.3(a)
of the Service Contract shall be allocated between SOCDET and the
Consortium in proportion to their respective Participating Interests in
each Block from which Petroleum or production proceeds is derived; and
(d) all entitlements to Petroleum allocated to the Consortium under
paragraphs (a), (b) and (c) above shall be allocated among the Parties
constituting the consortium in accordance with the Operating Agreement
as heretofore applicable to the Consortium and the Settlement Agreement.
IN WITNESS WHEREOF, the Parties hereto have Operating Agreement to be signed
this day of 1996 by their duly authorized representatives.
XXXXXX (PRODUCTION) PETROFIELDS EXPLORATION
PHILIPPINES, INC. AND DEVELOPMENT CO., INC.
By: By:
XXXXXX (PHILIPPINES), INC. THE PHILODRILL CORPORATION
by: By:
XXXXXX PETROLEUM AND ALSONS CONSOLIDATED
MINERALS CORPORATION RESOURCES, INC.
By: By:
SEAFRONT RESOURCES BALAABAC OIL EXPLORATION
CORPORATION AND DRILLING CO., INC.
By: By:
UNIOIL GAS DEVELOPMENT [ORIENTAL PETROLEUM AND
COMPANY INC. MINERALS CORPORATION]*
By: By:
--------------------
*[CURRENTLY A DEFAULTING PARTY. IF DEFAULT IS REMEDIED BY THE DATE OF THIS
ADDENDUM INCLUDE AS A SIGNATORY. IF NOT WORDS SIGNIFYING AUTHORITY TO SIGN FOR
AND ON BEHALF OF ORIENTAL].
EXHIBIT A
CO-ORDINATES OF CONTRACT AREA
BLOCK A - NIDO PRODUCTION AREA
LATITUDE LONGITUDE
11 03 19.00 118 47 49.10
11 01 07.00 118 46 44.70
11 01 07.00 118 50 02.20
11 02 40.00 118 51 00.00
11 03 19.00 118 50 00.00 -----------------
11 03 19.00 118 47 49.10 2,424.24 HECTARES (Approx)
-----------------
MATINLOC PRODUCTION AREA
LATITUDE LONGITUDE
11 03 00.00 119 01 25.00
11 26 43.00 118 59 00.00
11 25 12.00 118 59 00.00
11 25 12.00 118 59 49.00
11 29 05.00 119 02 47.00 -----------------
11 30 00.00 119 01 25.00 2,666.67 HECTARES (Approx)
-----------------
LIBRO PRODUCTION AREA
LATITUDE LONGITUDE
11 26 30.00 119 03 30.00
11 26 05.00 119 04 00.00
11 24 55.00 119 03 03.00 -----------------
11 26 30.00 119 03 30.00 121.2 HECTARES (Approx)
-----------------
BLOCK B-1 NORTH MATINLOC PRODUCTION AREA
LATITUDE LONGITUDE
11 32 00.00 119 03 00.00
11 28 56.29 119 03 00.00
11 30 00.00 119 01 25.00
11 32 00.00 119 03 00.00 -----------------
848.48 HECTARES (Approx)
-----------------
BLOCK C - WEST LINAPACAN/GALOC RETENTION BLOCK
LATITUDE LONGITUDE
12 03 51.21 119 18 00.00
12 00 00.00 119 18 00.00
12 00 00.00 119 15 00.00
11 49 48.00 119 15 00.00
11 50 27.00 119 08 33.00
11 50 27.00 119 05 58.00
11 46 45.00 119 05 58.00
11 44 30.00 119 09 00.00
11 43 00.00 119 11 00.00
11 42 18.65 119 12 00.00
11 44 00.00 119 12 00.00
11 44 00.00 119 14 30.00
11 43 00.00 119 14 30.00
11 45 00.00 119 15 00.00
11 48 00.00 119 15 00.00
11 48 00.00 119 18 00.00
11 56 00.00 119 18 00.00
11 56 00.00 119 21 00.00
11 56 05.00 119 20 20.00
11 57 23.84 119 21 00.00
12 02 45.66 119 21 00.00 ------------------
12 03 51.21 119 18 00.00 33,818.18 HECTARES (Approx)
BLOCK B - RETENTION BLOCK
LATITUDE LONGITUDE
11 24 00.00 118 57 00.00
11 24 00.00 118 54 00.00
11 20 00.00 118 54 00.00
11 20 00.00 118 57 00.00
11 24 00.00 118 57 00.00
11 24 00.00 119 08 00.00
11 25 12.00 118 59 49.00
11 25 12.00 118 59 00.00
11 26 43.00 118 59 00.00
11 30 00.00 119 01 25.00
11 32 00.00 119 00 00.00
11 25 12.00 118 57 00.00 -----------------
11 24 00.00 118 57 00.00 8,848.48 Hectares (Approx)
BLOCK D- RETENTION BLOCK
LATITUDE LONGITUDE
11 44 30.00 119 09 00.00
11 44 00.00 119 09 00.00
11 44 00.00 119 06 00.00
11 40 00.00 119 06 00.00
11 40 00.00 119 03 00.00
11 36 00.00 119 03 00.00
11 36 00.00 119 00 00.00
11 32 00.00 119 00 00.00
11 32 00.00 118 57 00.00
11 28 00.00 118 57 00.00
11 25 12.00 118 57 00.00
11 32 09.50* 119 00 00.00*
11 30 00.00 119 01 25.00
11 32 10.40 119 03 00.00
11 36 00.00 119 03 00.00
11 36 00.00 119 05 50.00
11 36 14.00 119 06 00.00
11 40 00.00 119 06 00.00
11 40 00.00 119 08 46.00
11 43 00.00 119 11 00.00 ------------------
11 44 30.00 119 09 00.00 18,545.45 Hectares (Approx)
------------
* Wrong value - needs to be corrected]
BLOCK A
(NIDO)
% Share of Share of Default
Parties P.I.'s Default Interest Total
------- ------- ---------- ---------------- -----
APPI 34.114 70.215% 36.101 70.215
BASIC 10.138 20.867% 10.7291 20.867
PHILODRILL 4.333 8.918% 4.585 8.918
ORIENTAL (51.415) -- -- --
Total 100.000% 51.415 100.000
BLOCK "B"
(MATINLOC)
% Share of Share of Default
Parties P.I.'s Default Interest Total
------- ------- ---------- ---------------- -----
APPI 25.724 30.937% 5.213 30.937
API 32.932 39.606% 6.674 39.606
PHILODRILL 12.683 15.253% 2.570 15.253
BASIC 11.810 14.204% 2.394 14.204
ORIENTAL (16.851) -- -- --
Total 100.000% 16.851 100.000
BLOCK "C"
(X.X/GALOC)
% Share of Share of Default
Parties P.I.'s Default Interest Total
------- ------- ---------- ---------------- -----
APPI 23.40 36.909% 13.509 36.909
API 5.60 8.833% 3.233 8.833
APMC 7.40 11.672% 4.272 11.672
BASIC 11.00 17.350% 6.350 17.350
BALABAC 1.00 1.577% 0.577 1.577
PETROFIELDS 5.00 7.886% 2.886 7.886
PHILODRILL 3.00 4.732% 1.732 4.732
SEAFRONT 4.00 6.309% 2.309 6.309
UNIOIL 2.00 3.155% 1.155 3.155
ALSONS 1.00 1.577% 0.577 1.577
ORIENTAL (36.60) -- -- --
Total 100.000% 36.600 100.000
BLOCK "D"
% Share of Share of Default
Parties P.I.'s Default Interest Total
------- ------- ---------- ---------------- -----
APPI 33.15 40.353% 7.203 40.353
API 35.00 42.605% 7.605 42.605
APMC 5.00 6.086% 1.086 6.086
BASIC 7.00 8.521% 1.521 8.521
PHILODRILL 2.00 2.435% 0.435 2.435
ORIENTAL (17.85) -- -- --
Total -- 100.000% 17.850 100.000
S.C. 14 PARTNERS
1. XXXXXX (PRODUCTION) PHILLIPINES, INC./
2. XXXXXX PHILLIPINES, INC.
15th Floor, Pacific Star Building
Makati Ave. corner Sen. Xxx X. Xxxxx Ave.
Makati City, Metro Manila, Philippines
Tel.: (00-0) 000-0000 to 24
Fax: (00-0) 000-0000; (00-0) 000-0000
Arty. Xxxxxxx X. Xxxxxxxxx - EVP & Gen. Manager
Atty. Xxxxx X. Xxxx - VP - Legal
3. XXXXXX PETROLEUM & MINERALS CORPORATION
Suite 1801, Pearlbank Center
000 Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx
Xxxxxx Xxxx 0000, Xxxxx Xxxxxx, Xxxxxxxxxxx
Tel: (00-0) 000-0000 to 98
Fax: (000) 000-0000
Xx. Xxxxxxxx X. Xxxxxx, Xx. - Vice-President
4. ALSONS CONSOLIDATED RESOURCES, INC.
2F Xxxxxxxxx Bldg., 2278 Pasong Tamo Ext.
Makati City, Metro Manila, Philippines
Tel.: (00-0) 000-0000
Fax: (00-0) 000-0000
Xx. Xxxxx X. Xxxxxxxxx, Xx. - Executive Vice-President
5. BALABAC OIL EXPLORATION & DRILLING CO., INC.
Suite 6A, Sagittarius Condominium
H.V. dela Costa Xx., Xxxxxxx Xxxxxxx
Xxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxxxxx
Tel.: (00-0) 000-0000 dl (AQS)
Fax: (00-0) 000-0000
Xx. Xxxxxxx X. Xxxxxxx - Executive Vice-President
6. BASIC PETROLEUM & MINERALS, INC.
7th Floor, Basic Petroleum Bldg.
Xxxxxx Xxxxxxx, Xx. St., Xxxxxxx Village
Makafi City, Metro Manila, Philippines
Tel.: (00-0) 000-0000 to 98
Fax: (00-0) 000-0000
Xx. Xxxxx X. xx Xxxxxxx - President
7. PETROFIELDS EXPLORATION & DEVELOPMENT CO., INC.
7th Floor,JMT Building, XXX Xxxxxx
Xxxxxxx Xxxxxx, Xxxxx Xxxx 0000, Xxxxxxxxxxx
Tel.: (00-0) 000-0000 to 23
Fax: (00-0) 000-0000
Xx. Xxxxxxxx X. Xxxxx - President
8. THE PHILODRILL CORPORATION
8th Floor, Quad Alpha Centrum
000 Xxxxxxx Xx., Xxxxxxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxxx
Tel.: (00-0) 000-0000 to 52; 000-0000 to 06
Fax: (00-0) 000-0000
M. Xxxxxxx X. Xxxxx - President
Atty. Xxxxxxx X. Xxxxxx - EVP & Treasurer
9. SEAFRONT RESOURCES CORPORATION
32/F: Tektite Tower Xx. 0, Xxxxxxx Xxxx
Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxx
Tel.: (00-0) 000-0000 to 68
Fax: (00-0) 000-0000
Xx. Xxxxxx X. Xxxxx - President
10. UNIOIL & GAS DEVELOPMENT CO., INC.
Unit 6B, Sagittarius Condominium
H.V. dela Costa St., Xxxxxxx Village
Makati City, Metro Manila
Tel.: (00-0) 000-0000
Fax.- (00-0) 000-0000
Xx. Xxxxx X. Xxxxxxxx, Xx. - President
*(11. ORIENTAL PETROLEUM & MINERALS CORPORATION
7th Floor, Xxxxxxxxxx Xxxxx Xxxxx xx Xxxxx
Xxxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx
Tel.: (00-0) 000-00-00 to 71
Fax: (00-0) 000-0000; (00-0) 000-0000 (Operations)
Xx. Xxxx X. Xxxxxxxxx, Xx. - Chairman
Mr. Xxxxxx X. Xxxxxx - VP - Operations)
--------------------
* In Default
EXHIBIT H
CO-ORDINATES OF CONTRACT AREA
BLOCK A - NIDO PRODUCTION AREA
LATITUDE LONGITUDE
11 03 19.00 118 47 49.10
11 01 07.00 118 46 44.70
11 01 07.00 118 50 02.20
11 02 40.00 118 51 00.00
11 03 19.00 118 50 00.00 -----------------
11 03 19.00 118 47 49.10 2,424.24 HECTARES (Approx)
-----------------
MATINLOC PRODUCTION AREA
LATITUDE LONGITUDE
11 03 00.00 119 01 25.00
11 26 43.00 118 59 00.00
11 25 12.00 118 59 00.00
11 25 12.00 118 59 49.00
11 29 05.00 119 02 47.00 -----------------
11 30 00.00 119 01 25.00 2,666.67 HECTARES (Approx)
-----------------
LIBRO PRODUCTION AREA
LATITUDE LONGITUDE
11 26 30.00 119 03 30.00
11 26 05.00 119 04 00.00
11 24 55.00 119 03 03.00 -----------------
11 26 30.00 119 03 30.00 121.2 HECTARES (Approx)
-----------------
BLOCK B-1 NORTH MATINLOC PRODUCTION AREA
LATITUDE LONGITUDE
11 32 00.00 119 03 00.00
11 28 56.29 119 03 00.00
11 30 00.00 119 01 25.00 -----------------
11 32 00.00 119 03 00.00 848.48 HECTARES (Approx)
-----------------
BLOCK C - WEST LINAPACAN/GALOC RETENTION BLOCK
LATITUDE LONGITUDE
12 03 51.21 119 18 00.00
12 00 00.00 119 18 00.00
12 00 00.00 119 15 00.00
11 49 48.00 119 15 00.00
11 50 27.00 119 08 33.00
11 50 27.00 119 05 58.00
11 46 45.00 119 05 58.00
11 44 30.00 119 09 00.00
11 43 00.00 119 11 00.00
11 42 18.65 119 12 00.00
11 44 00.00 119 12 00.00
11 44 00.00 119 14 30.00
11 43 00.00 119 14 30.00
11 45 00.00 119 15 00.00
11 48 00.00 119 15 00.00
11 48 00.00 119 18 00.00
11 56 00.00 119 18 00.00
11 56 00.00 119 21 00.00
11 56 05.00 119 20 20.00
11 57 23.84 119 21 00.00
12 02 45.66 119 21 00.00 ------------------
12 03 51.21 119 18 00.00 33,818.18 HECTARES (Approx)
BLOCK B - RETENTION BLOCK
LATITUDE LONGITUDE
11 24 00.00 118 57 00.00
11 24 00.00 118 54 00.00
11 20 00.00 118 54 00.00
11 20 00.00 118 57 00.00
11 24 00.00 118 57 00.00
11 24 00.00 119 08 00.00
11 25 12.00 118 59 49.00
11 25 12.00 118 59 00.00
11 26 43.00 118 59 00.00
11 30 00100 119 01 25.00
11 32 00.00 119 00 00.00
11 25 12.00 118 57 00.00 ------------------
11 24 00.00 118 57 00.00 8,848.48 HECTARES (Approx)
BLOCK D- RETENTION BLOCK
LATITUDE LONGITUDE
11 44 30.00 119 09 00.00
11 44 00.00 119 09 00.00
11 44 00.00 119 06 00.00
11 40 00.00 119 06 00.00
11 40 00.00 119 03 00.00
11 36 00.00 119 03 00.00
11 36 00.00 119 00 00.00
11 32 00.00 119 00 00.00
11 32 00.00 118 57 00.00
11 28 00.00 118 57 00.00
11 25 12.00 118 57 00.00
11 32 09.50* 119 00 00.00*
11 30 00.00 119 01 25.00
11 32 10.40 119 03 00.00
11 36 00.00 119 03 00.00
11 36 00.00 119 05 50.00
11 36 14.00 119 06 00.00
11 40 00.00 119 06 00.00
11 40 00.00 119 08 46.00
11 43 00.00 119 11 00.00 ------------------
11 44 30.00 119 09 00.00 18,545.45 HECTARES (Approx)
---------------------
* Wrong value - needs to be corrected]
EXHIBIT I
MAP OF CONTRACT AREA
EXHIBIT "I"
PHILIPPINES
NORTHWEST PALAWAN
SERVICE CONTRACT 14
12 00 00.00
[GRAPHIC OMITTED]
