exhb1032.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.32

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    AMENDMENT
NO. 2

    PRODUCTION
SHARING CONTRACT

    FOR
BLOCK CB-ON/2

    


    


    This
Amendment No. 2 to the Production Sharing Contract for Exploration Block
executed on 12th day of
April, 2000, (hereinafter referred to as “Amendment No. 2”), is made at New
Delhi on this ___day of __________, 2007.

    


    BY
AND BETWEEN

    


    
      	
              1.  

            	
              THE
      PRESIDENT OF INDIA, acting through the Joint Secretary, Ministry of the
      Petroleum and Natural Gas, Government of India having its office at
      Shastri Bhawan, Dr. Rajendra Prasad Marg, New Delhi 110 001, India
      (hereinafter referred to as “Government”) of the FIRST
    PART;

            


    

    


    


    AND

    


    
      	
              2.  

            	
              OIL
      & NATURAL GAS CORPORATION LIMITED, a body corporate incorporated under
      the Companies Act, 1956, having its registered office at Jeevan Bharti
      Building Tower II, 124, Indira Circus (Connaught Circus), New Delhi
      (hereinafter referred to as “ONGC”), of the SECOND
  PART;

            


    

    



    
      
        
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    AND

    


    
      	
              3.  

            	
              GUJARAT
      STATE PETROLEUM CORPORATION LTD., a body corporate  incorporated
      under the Companies Act, 1956, having its registered office at GSPC
      Bhavan, 3rd
      Floor, North Wing, Sector 11, Gandhinagar, (hereinafter referred to
      “GSPC”) of the THIRD PART;

            


    

    


    AND

    


    
      	
              4.  

            	
              GEOGLOBAL
      RESOURCES (BARBADOS) INC., a body corporate incorporated under the laws of
      Barbados, having its registered office at Chamberlain Place, Broad Street,
      Bridgetown, Barbados, and whose corporate offices is at Suite 310, 605 –
      1st
      Street S.W., Calgary, Alberta, T2P 3S9, Canada (hereafter referred to as
      “GGRB”), of the FOURTH PART.

            


    

    


    (The
Government, ONGC, GSPC & GGRB shall hereinafter be referred to as such, or
collectively as “Parties” and singularly as “Party”, as the case may
be.)

    


    The
expressions of ONGC, GSPC & GGRB shall unless it be repugnant to the meaning
or context thereof be deemed to mean and include their respective successors,
assigns as permitted under Article 28 of the Production Sharing Contract in
relation to which this Amendment is being executed.

    


    WHEREAS:

    


    
      	
              A.  

            	
              The
      Government, ONGC, GSPC & HOEC executed a Production Sharing Contract
      on the 12th
      day of April, 2000 (hereinafter referred to as the “Production Sharing
      Contract”) in respect of Block CB-ON/2 with the following respective
      Participating Interests:

            


    

    


    
      	
              GSPC

            	
              Fifty
      percent (50%)

            
	
              HOEC

            	
              Fifty
      percent (50%)

            


    

    


    
      	
              B.  

            	
              Upon
      completion of Phase-I of exploration activity as defined under the
      Production Sharing Contract for CB-ON/2 block, HOEC withdrew from the
      further commitment made under the Production Sharing.  GSPC,
      however, expressed its willingness to enter into Phase-II with 100%
      Participating Interest which has been approved by Government of India vide
      letter No. O-19024/15 2000-ONG/D.V dated
  28.11.03.

            


    

     

    
      	
              C.  

            	
              The
      Production Sharing Contract was amended by Amendment No. 1 dated January
      13, 2005 to reflect the revised participating interest in Block
      CB-ON/2.

            


    

     


    
      
        
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              D.  

            	
              GPSC
      is the Operator of the CB-ON/2 exploration block with a 100% Participating
      Interest.

            


    

     

    
      	
              E.  

            	
              The
      Government has agreed vide Letter No. DGH/PSC/GSPCL/CB-ON/2/PI dated the
      28th
      day of August, 2006, for the assignment of 20% (Twenty Percent)
      Participating Interest given by GSPC in respect of exploration Block
      CB-ON/2 to GGRB. With this assignment by GSPC to GGRB the respective
      participating interest of GSPC and GGRB are as
  follows:

            


    

    


    
      	
              GSPC

            	
              Eighty
      percent (80%)

            
	
              GGRB

            	
              Twenty
      percent (20%)

            


    

    


    
      	
              F.  

            	
              The
      parties now wish to execute this Amendment No. 2 to the Production Sharing
      Contract to record the amendments and modifications of the Production
      Sharing Contract, consequent to the assignment referred
      hereinabove.

            


    

    


    NOW
THEREFORE THIS AMENDMENT NO. 2 WITNESSTH AND THE PARTIES AGREE AS
FOLLOWS:

    


    1.           DEFINITION

    


    Any word
or expression used in this Amendment No. 2, but not defined herein below or
elsewhere in this Amendment No. 2, shall bear the meaning ascribed to it in the
Production Sharing Contract.

    


    2. AMENDMENTS
TO THE PRODUCTION SHARING CONTRACT.

    


    
      	
               
      

            	
              a)

            	
              In
      the cover page description of the parties, the following shall be
      incorporated.

            


    

    


    “AND

    


    GEOGLOBAL
RESOURCES (BARBADOS) INC.”

    


    
      	
               
      

            	
              b)

            	
              In
      the description of the parties in the Preamble to the Production Sharing
      Contract, the description of GGRB stands incorporated and the Preamble
      shall be substituted as given
below:

            


    

    


    “GEOGLOBAL
RESOURCES (BARBADOS) INC., a company incorporated under the laws of Barbados,
whose registered office is at Chamberlain Place, Broad Street, Bridgetown,
Barbados, and whose corporate office is at Suite 310, 605 – 1st Street
S.W., Calgary, Alberta, T2P 3S9, Canada, which expression shall include its
successors and such assignees as are permitted under Article 28 of the PSC, of
the FIFTH PART.”

    


    
      	
               
      

            	
              c)

            	
              In
      Article 36.1 the following entry for GGRB shall stand
      incorporated.

            


    

    


    “(e)          GEOGLOBAL
RESOURCES (BARBADOS) INC.:

    


    Suite 310, 605 – 1st Street
S.W,

    Calgary,
Alberta, T2P 3S9, Canada

    Tel: 1-403-777-9250

    Fax: 1-403-777-9199

    Attn:                      Jean
Paul Roy, President”

    


    
      	
               
      

            	
              d)

            	
              In
      the cover page to Appendix C Accounting Procedure to the Production
      Sharing Contract, the following shall be
  inserted:

            


    

    


    “AND

    


    GEOGLOBAL
RESOURCES (BARBADOS) INC.”

    


    3. EFFECTIVE
DATE

    


    The
provision of this Amendment No. 2 shall commence and be effective from the date
of Government’s approval of assignment being August 24, 2006, (the “Effective
Date”).

    


    4. EFFECT OF
THIS AMENDMENT

    


    
      	
              a)  

            	
              Upon
      execution of this Amendment No. 2 effective from August 24, 2006 GGRB
      shall be entitled to and shall assume 20% (Twenty Percent) Participating
      Interest in the Production Sharing Contract and shall be liable to the
      extent of 20% of Participating Interest in the same manner, and to the
      same extent as GSPC was entitled to, prior to the receipt of Government
      approval and execution of this Amendment No.
2.

            


    

    


    
      	
              b)  

            	
              GSPC
      shall be discharged from its obligations pursuant to the Production
      Sharing Contract only to the extent of the aforesaid 20% of Participating
      Interest, assigned to GGRB.

            


    

    


    5. MISCELLNEOUS

    


    
      	
               
      

            	
              a)

            	
              The
      Amendment No. 2 shall constitute an integral part of the Production
      Sharing Contract.

            


    

    


    
      	
               
      

            	
              b)

            	
              GSPC
      & GGRB jointly and severally undertake in indemnify the Government of
      India against any costs, interest, claims, damages, expenses, and/or
      losses incurred and shall indemnify and reimburse any and all costs,
      interest, claims, damages, expenses, losses incurred by any party to the
      Contract as a result of execution of this Amendment No. 2 to the
      Production Sharing Contract. GGRB further covenants and undertakes to
      agree to be bound by the terms and conditions of the Production Sharing
      Contract including the assumption of obligations, under the Production
      Sharing Contract to the extent of 20% (Twenty Percent) Participating
      Interest, from the Effective Date of Amendment No. 2. GGRB further
      undertakes to furnish

            


    


    
      
        
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              guarantees
      and/or other document(s) as per the terms of the Production Sharing
      Contract.

            


    

    


    
      	
               
      

            	
              c)

            	
              Except
      to the extent specified in this Amendment No. 2, all other terms of the
      Production Sharing Contract shall remain unchanged and nothing contain
      herein shall change or alter, in any manner whatsoever, the validity,
      enforceability and interpretation of the Production Sharing
      Contract

            


    

    


    
      	
               
      

            	
              d)

            	
              The
      Production Sharing Contract, except amended hereby, shall remain in full
      force and effect.

            


    

    


    
      	
               
      

            	
              e)

            	
              GSPC
      acknowledges and agrees that it shall remain liable in respect of the 20%
      (Twenty percent) Participating Interest assigned by it to GGRB in respect
      of liabilities, costs or charges arising or resulting from the events
      prior to the Effective Date of Amendment No.
2.

            


    

    


    6.           WARRANTY

    


    
      	
               
      

            	
              GSPC,
      within the scope of the Production Sharing Contract and from the Effective
      Date of Amendment No. 2, does hereby bind itself, its successors and
      assignees to warranty and forever defend all and singular to the extent of
      20% (Twenty Percent) Participating Interest assigned to GGRB, its
      successors and permitted assignees, against every person
      whomsoever.

            


    

    


    
      	
              7.

            	
              This
      Amendment No. 2 shall be governed by and construed in accordance with the
      laws of India.

            


    

    



    
      
        
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    IN
WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AMENDMENT TO BE EXECUTED BY THEIR
DULY AUTHORISED REPRESENTATIVE(S) ON THE DATE AND YEAR FIRST ABOVE
WRITTEN.

    


    
      	
              In
      the Presence of:

            	 
      	
              SIGNED
      AND EXECUTED FOR & ON BEHALF OF:

              PRESIDENT
      OF INDIA

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Per:

            	 
      
	
              WITNESS

            	 
      	 
      	
              [Name]

            
	 
      	 
      	 
      	
              [Title]

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Per:

            	 
      
	
              WITNESS

            	 
      	 
      	
              [Name]

            
	 
      	 
      	 
      	
              [Title]

            


    

    


    
      	
              In
      the Presence of:

            	 
      	
              SIGNED
      AND EXECUTED FOR & ON BEHALF OF:

              GUJARAT
      STATE PETROLEUM CORPORATION LIMITED

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Per:

            	 
      
	
              WITNESS

            	 
      	 
      	
              [Name]

            
	 
      	 
      	 
      	
              [Title]

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Per:

            	 
      
	
              WITNESS

            	 
      	 
      	
              [Name]

            
	 
      	 
      	 
      	
              [Title]

            


    

    


    


    
      	
              In
      the Presence of:

            	 
      	
              SIGNED
      AND EXECUTED FOR & ON BEHALF OF:

              GEOGLOBAL RESOURCES (BARBADOS)
      INC.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Per:

            	 
      
	
              WITNESS

            	 
      	 
      	
              [Name]

            
	 
      	 
      	 
      	
              [Title]

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Per:

            	 
      
	
              WITNESS

            	 
      	 
      	
              [Name]

            
	 
      	 
      	 
      	
              [Title]

            


    

    



    
      
        
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