Exhibit 2.2
 DATED November 23, 2010
 (1) SHELL EP OFFSHORE VENTURES LIMITED
AND
(2) ENDEAVOUR ENERGY UK LIMITED
 
 SALE AND PURCHASE AGREEMENT
 relating to
 Licence P.057, Block 21/9




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Table of Contents
 1. Definitions
    
    
    12. Sale and Purchase of the Interests
    
    
    93. Consideration
    
    
    114. Interim Period
    
    
    155. Completion
    
    
    186. Indemnities
    
    
    217. Ongoing Obligations and Liabilities
    
    
    338. Announcements
    
    
    339. Notices
    
    
    3410. Costs and Expenses
    
    
    3511. Taxation
    
    
    3512. Confidentiality
    
    
    3813. Variation
    
    
    3914. Assignment
    
    
    3915. General
    
    
    3916. Rights of Third Parties
    
    
    4017. Governing Law
    
    
    40Schedule 1 The Licence, the Licensed Interest Documents and other related informationSchedule 2 Form of Working Interest AssignmentSchedule 3 Interim and Final Completion Statement FormatsSchedule 4 Work Programmes and Budgets




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THIS AGREEMENT
 BETWEEN
 (1)
    
    SHELL EP OFFSHORE VENTURES LIMITED(formerly Enterprise Oil Exploration Limited), a company
incorporated in England (company number 01682048) and having its registered office at Shell
Centre, London, SE1 7NA (the Seller); and(2)
    
    ENDEAVOUR ENERGY UK LIMITED, a company incorporated in England(company number 05030838) and
having its registered office at 33rd Floor, City Point, One Ropemaker Street,
London, EC2Y 9UE (the Purchaser).
 WHEREAS
 NOW THEREFORE IT IS HEREBY AGREED
 1.
    
    Definitions1.1
    
    In this Agreement the following expressions shall, except where the context otherwise
requires, have the following respective meanings:Accruals Basis of Accounting:means the basis of accounting under which costs and
benefits are regarded as applicable to the period in which the liability to the cost is
incurred or the right to the benefit arises regardless of when invoiced, paid or received;Adjustment:means any or all (as the context may require) of the adjustments under any of
the Adjustment Clauses;Adjustment Clauses:means Clauses 3.3 to 3.10 inclusive and Clause 3.13;Affiliate:means
 (a)
    
    in the case of the Seller, Royal Dutch Shell plc and any entity which
Royal Dutch Shell plc directly or indirectly controls provided that:
 (i)
    
    an entity directly controls another entity if it owns fifty per
cent (50%) or more of the voting rights attached to the issued share capital of
the other entity; and(ii)
    
    an entity indirectly controls another entity if a series of
entities can be specified, beginning with the first entity and ending with the
other entity, so related that each entity of the series (except the ultimate
controlling entity) is directly controlled by one or more of the entities
earlier in the series; and
 (b)
    
    in the case of the Purchaser,
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(i)
    
    if the Purchaser is a subsidiary of another company, the
Purchasers ultimate holding company and any subsidiary (other than the
Purchaser itself) of the Purchasers ultimate holding company; or(ii)
    
    if the Purchaser is not a subsidiary of another company, any
subsidiary of the Purchaser.
  Agreed Rate:
 Agreement:
 Assignment Documents:
 Associated Parties:
 Bacchus SPA
 Base Consideration:
 Benefits:
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Block:
 Business Day:
 CAA2001:
 Cash Calls Adjustment:
 Claim Claims:
 Completion:
 Completion Date:
 Conditions Precedent:
 Consequential Loss:
 (a)
    
    loss of revenue, production or profits; and/or(b)
    
    losses associated with business interruption; and/or(c)
    
    loss of bargain (other than in respect of this Agreement), contract (other
than in respect of this Agreement), expectation or opportunity; and/or(d)
    
    any loss, claim or expense which arises out of or is connected with the sale,
disposal, exchange or use of, or the transportation or processing of, any production
from the Interests; and/or(e)
    
    any increase in operating or other costs; and/or(f)
    
    all indirect or consequential losses or damages howsoever arising;
 Consideration:
 CT:
 Damages Payment:
 Data:
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Data Room Documents:
 Decommissioning Obligations:
 Disclosure Letter:
 Dollars $ United States Dollars US$:
 Economic Date: st
 Encumbrance:
 Environment:
 Environmental Laws:
 (a)
    
    harm or damage to or protection of the Environment and/or the provision of
remedies in respect of or compensation for harm or damage to the Environment; and/or(b)
    
    emissions, discharges, releases or escapes into or the presence in the
Environment of Hazardous Substances or the production, processing, management,
treatment, storage, transport, handling or disposal of
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Hazardous Substances or the disposal, abandonment and/or making safe of any
platform or other facility, clean up, remediation; and/or(c)
    
    workplace or public health,
  Environmental Obligations:
 Excess Recovery:
 Execution Date:
 Final Completion Statement:
 Gas:
 Hazardous Substances:
 HMRC:
 Interests:
 (a)
    
    the Sellers undivided legal interest in the Licence and its Thirty per cent
(30.00%) beneficial interest in the Interests Area;(b)
    
    the Sellers entire legal and beneficial interest in and under the Licensed
Interest Documents (other than the Licence) relating to the Interests Area;(c)
    
    the Sellers entire interest in the Wells,
  (i)
    
    the right, to take and receive all production of Petroleum attributable to
the Sellers interests referred to at paragraphs (a) and (b) above; and(ii)
    
    a consequent share of the Sellers entire right, title and interest in and to
jointly owned funds, jointly owned property and all other assets (including the
Sellers and its Affiliates interest in the Data) which are or may be attributable to
the Sellers interests referred to in paragraphs (a) and (b) above;
 Interests Area:
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Interests Information:
 Interim Completion Statement:
 Interim Period:
 Interim Period Adjustment:
 Interpretative Data:
 Licence:
 Licensed Interest Documents:
 Longstop Date:
 Master Deed:
 Natural Gas:
 NGL(s):
 Obligations:
 Oil:
 Operator:
 Other Cash Payments Adjustment:
 Other Cash Receipts Adjustment:
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Party: Parties
 Petroleum:
 Pounds £ Sterling:
 Purchasers Account:
 Purchase Price:
 Relevant Third Parties:
 Safety Obligations ;
 Secretary:
 Secretarys Consents:
 Securities and Exchange Commission:
 Sellers Account:
 (a)
    
    in respect of Sterling amounts:Sort Code: 40-50-30;
Account No. 40188698;
Account Name: Shell UK Ltd (Exploration and Production);
Swift Code: ABNAGB2L; IBAN No: GB17 ABNA 4050 3040 1886 98 at Royal Bank of
Scotland, 250 Bishopsgate, London EC2M 4AA;(b)
    
    in respect of Dollars amounts:Sort Code: 60-92-42Account No. 15115173;
Account Name: Shell UK Ltd;
Swift Code: CHASGB2L; IBAN No GB54CHAS60924215115173 at JP Morgan Chase Bank,
125 London Wall, EC2Y 5AJ
 Stamp Duty Land Tax:
 Taxation:
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(a)
    
    CT, VAT and any other forms of taxation, duties, levies, imposts, charges,
Stamp Duty Land Tax, climate change levy or withholdings similar to or supplementing
or replacing the foregoing or any of them; and(b)
    
    all penalties, charges, interest, fines costs and expenses, loss of relief,
allowance or credit relating to any form of, or claim for, taxation or other
imposition referred to in paragraph (a);
 Taxation Authority:
 The London Stock Exchange:
 Third Party Sum:
 Time Value Adjustment:
 Traded Data:
 Trust Deed nd
 UKCS:
 VAT:
 Warranties:
 Warranty Claim:
 Well Wells
 1.2
    
    All references to Clauses and Schedules are, unless otherwise expressly stated, references to
clauses of and schedules to this Agreement.
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1.3
    
    The headings in this Agreement are inserted for convenience only and shall be ignored in
construing this Agreement. Unless the context otherwise requires, in this Agreement the
singular shall include the plural and vice versa.1.4
    
    Except to the extent of the reference made thereto in the definition of Affiliate,
reference to statutory provisions shall be construed as a reference to those provisions as
amended, consolidated, extended or re-enacted from time to time.1.5
    
    Any reference to writing or written includes faxes and any legible reproduction of words
delivered in permanent and tangible form (but does not include email).1.6
    
    References in this Agreement to the words include, including and other shall be
construed as being without prejudice to the generality of the wording which precedes them and
as being without limitation and in the cases of include and including shall be construed
as if immediately followed by the words without prejudice to the generality of the
foregoing.1.7
    
    References in this Agreement to any agreement shall, be construed as a reference to such
agreement as the same may be supplemented, amended and/or novated from time to time.1.8
    
    Where a representation or warranty is qualified by the words so far as the Seller is aware,
or any similar expression, such words shall be construed as referring to the actual knowledge
or awareness of the directors of the Seller or its Affiliates (including their respective
directors) or the Sellers Exploration Manager, North Sea & Onshore (together the Relevant
Persons) and further the Seller acknowledges that it hereby represents to the Purchaser that
due and careful enquiry has been made of the Relevant Persons and that the Seller has used all
reasonable endeavours to ensure that such statement is accurate. The Seller shall not be
required to make enquiries of any other person.1.9
    
    The Schedules form part of this Agreement and have full force and effect as if expressly set
out in the main body of this Agreement.2.
    
    Sale and Purchase of the Interests2.1
    
    Subject to the terms of this Agreement, the Seller hereby agrees to sell and transfer to the
Purchaser and the Purchaser hereby agrees to purchase and acquire from the Seller the
Interests on Completion, free from Encumbrances (other than those arising under the Licensed
Interest Documents) to the Purchaser, and the Purchaser hereby agrees to acquire from the
Seller, the Interests. The Parties acknowledge that for certain purposes as set out in this
Agreement, the transfers referred to in this Clause 2.1 shall, as between the Parties, be
deemed to be made with effect on and from the Economic Date. Accordingly it is intended that,
applying the Accruals Basis of Accounting:
 2.1.1
    
    the Seller shall be liable for and bear the cost of the Obligations which
relate to matters in respect of any period prior to the Economic Date
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(other than without prejudice to the provisions of Clause 6.10  Decommissioning
Obligations, Safety Obligations and Environmental Obligations) and shall receive
the benefit of all Benefits which relate to matters in respect of such period; and
 2.1.2
    
    (without prejudice to Clauses 6.4 to 6.6 inclusive) the Purchaser shall be
liable for and bear the cost of the Obligations which relate to matters in respect of
any period on or after the Economic Date and shall receive the benefit of all Benefits
which relate to matters in respect of such period.
 2.2
    
    The obligations of the Parties to complete the sale and purchase of the Interests under this
Agreement are conditional on fulfilment or waiver of the following conditions precedent:
 2.2.1
    
    receipt of all necessary written consents, approvals or waivers as the case
may be from the Relevant Third Parties in relation to the transfer by the Seller to
the Purchaser of the Interests, in form and substance reasonably acceptable to the
Seller and the Purchaser, including execution of the Assignment Documents by all
signatories thereto other than the Seller and the Purchaser;2.2.2
    
    receipt of the Secretarys Consents which are in all material respects
accurate and complete; and2.2.3
    
    Completion save for payment of the Deferred Purchase Price (as such terms
are defined therein) of the Bacchus SPA.
 2.3
    
    The contract of sale and purchase set out in this Agreement is in respect of all and not part
only of the Interests and therefore the Purchaser shall not be obliged to purchase, nor shall
the Seller be obliged to sell, part only of the Interests.2.4
    
    The Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions
Precedent as soon as practicable and in any event by 1st November 2011 or such
later date as the Parties may agree in writing (the Longstop Date). If the Conditions
Precedent are not satisfied by the Longstop Date then:
 2.4.1
    
    the Seller may by written notice to the Purchaser terminate this Agreement;
or2.4.2
    
    the Purchaser may by written notice to the Seller terminate this Agreement,
and,
  2.5
    
    The Seller and the Purchaser shall keep each other informed of progress towards the
satisfaction of the Conditions Precedent and shall notify the other as soon as is reasonably
practicable after a Condition Precedent has been satisfied or, as the case may be, waived.
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2.6
    
    Waiver of any of the Conditions Precedent shall require the mutual consent of the Seller and
the Purchaser, and such consent shall be in writing.
 3. Consideration
 3.1
    
    The Base Consideration means the sum of the following:
 3.1.1
    
    a cash sum of One Pound (£1.00) (the Purchase Price); and3.1.2
    
    the Time Value Adjustment in accordance with Clause 3.13.1.
  3.2
    
    Allocation of Consideration
 3.2.1
    
    The Consideration shall be allocated 100% to the Licence for Taxation
purposes.3.2.2
    
    The Seller and the Purchaser agree that the allocation of Consideration
pursuant to Clause 3.2.1 is a just and reasonable apportionment of the Consideration.
 3.3
    
    Interim Period Adjustment
 3.3.1
    
    The Base Consideration shall be adjusted at Completion by the Interim
Period Adjustment which may be a positive or negative amount and shall be the amount
calculated at Completion as the sum of:
 (a)
    
    the Cash Calls Adjustment in accordance with Clause
3.5;(b)
    
    the Other Cash Payments Adjustment in accordance
with Clause 3.6; and(c)
    
    the Other Cash Receipts Adjustment in accordance
with Clause 3.7.
 3.3.2
    
    Without prejudice to Clause 2.1 and save as otherwise provided in Clauses
3.5, 3.6 and 3.7, the Interim Period Adjustment is based on cash payments (or
substitutes for such cash payments such as credit notes) in the Interim Period
irrespective of whether or not the underlying transactions to which they relate occur
in respect of the Interim Period.3.3.3
    
    The Interim Period Adjustment shall attract an amount equivalent to interest
in accordance with Clause 3.13.2.3.3.4
    
    The Interim Period Adjustment shall be settled in accordance with the
provisions of Clauses 3.8, 3.9, 3.10, 5.2.1 and 5.2.4.
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3.4
    
    Adjustments
 3.4.1
    
    No item taken into account in calculating any one Adjustment or other
increases or decreases as the case may be under the Adjustment Clauses or Clause 6
shall be taken into account in calculating any of the other Adjustments under the
Adjustment Clauses or Clause 6 so as to result in a Party making payment twice or
receiving payment twice in respect thereof.3.4.2
    
    No Adjustment under this Clause 3 shall be made in respect of any matter to
which Clauses 6.4 to 6.7 inclusive, apply.3.4.3
    
    In the circumstances where the Completion Date is not at a month-end then,
to the extent not otherwise provided in this Agreement, Adjustments will be derived by
pro rating based on the number of days between the situation at the month-end prior to
the Completion Date and the situation at the month-end following the Completion Date.
 3.5
    
    Cash Calls Adjustment
  3.5.1
    
    The positive adjustments are the total amount of all payments (or
substitutes for such payments such as credit notes) made by the Seller (or its
Affiliates) in respect of cash calls, billing invoices, claims, demands or statements
for the Interim Period pursuant to the relevant Licensed Interest Documents in respect
of the Interests.3.5.2
    
    The negative adjustments are the total amount of all received income,
reimbursements, recoveries or other receipts of any kind whatsoever or credits
received by, or credited to, the Seller (or its Affiliates) (or the Operator on behalf
of the Seller in the Interim Period in respect of recoveries related to cash calls,
billing invoices, claims, demands or statements pursuant to the relevant Licensed
Interest Documents in respect of the Interests.
 3.6
    
    Other Cash Payments Adjustment
 Other Cash Payments Adjustment
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3.7
    
    Other Cash Receipts Adjustment
 Other Cash Receipts Adjustment
 3.8
    
    Interim Completion Statement/Estimate of Adjustments
  3.9
    
    Disputed Adjustments
 3.9.1
    
    Without prejudice to Clause 3.9.2, on Completion the amount of the Dollar
and Sterling balances specified in the Interim Completion Statement, as updated, shall
be paid by the Purchaser or the Seller (as the case may be).3.9.2
    
    If any of the amounts or portions thereof contained in the Interim
Completion Statement to be delivered pursuant to Clause 3.8 have not been agreed or
determined within five (5) Business Days of receipt of the Interim Completion
Statement, the Purchaser may serve notice on the Seller prior to Completion giving
particulars of the disputed amounts or portions of the Adjustments and the Parties
shall use reasonable endeavours to resolve the dispute within ninety (90) Business
Days of receipt by the Seller of the said notice.3.9.3
    
    Following the agreement of the Parties or determination under Clause 3.11 in
respect of such disputed amounts or portions thereof, any reimbursement of disputed
amounts or portions thereof paid pursuant to Clause 3.9.1 shall be made within the
Final Completion Statement, or if agreed or determined thereafter, within five (5)
Business Days following the earlier of agreement of the Parties of such disputed
amounts or portions thereof or determination under Clause 3.11 of such disputed
amounts or portions thereof.
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3.10
    
    Final Completion Statement/Final AdjustmentsWithin ninety (90) days after Completion, or within such other period as may be agreed by
the Parties, and without prejudice to the provisions of Clause 6, the Seller shall provide
the Purchaser with a written statement giving the final amount of the Consideration and all
Adjustments to be made hereunder in respect of the Interests together with the Time Value
Adjustment required under Clause 3.13.1 and an amount equivalent to interest required under
Clause 3.13.2. If the Parties shall fail to agree any such statement within fifteen (15)
Business Days of receipt by the Purchaser, the statement shall be referred for
determination in accordance with the provisions of Clause 3.11. The agreed or determined
amount, to the extent not already paid or taken into account on Completion, shall be paid
by the Purchaser or the Seller (as the case may be) to the other. Payment of agreed or
disputed amounts or portions thereof shall be made within five (5) Business Days following
either agreement of the Parties or determination under Clause 3.11 (as the case may be).
This final completion statement (the Final Completion Statement) shall be in the format
set out in Schedule 3.
 3.11
    
    Independent DeterminationIf the Parties cannot reach agreement on the contents of all or part of the statements
referred to in Clause 3.8 and/or 3.10 within the time limit provided for therein, the
disputed items may be referred by either the Purchaser or the Seller for determination by
an independent chartered accountant agreed by the Parties or, in the absence of agreement
between the Parties within five (5) Business Days of a Party notifying the others that it
proposes to refer the dispute to an expert, nominated by the President of the Institute of
Chartered Accountants in England and Wales. The nominated chartered accountant shall be
afforded such access to books, records, accounts and documents in the possession of the
Parties as he may reasonably request, and he shall act as expert not as arbitrator. The
said chartered accountants determination shall, in the absence of fraud or manifest error
or bias, be final and binding on the Parties, his fees and disbursements shall be borne by
the Seller and the Purchaser in equal shares and the Parties shall bear their own costs in
respect of such reference.
 3.12
    
    Billing StatementsThe Seller shall provide the Purchaser with copies of all Operators reports, billing
statements and correspondence and any and all other relevant documentation or, where such
billing statements, correspondence or any other relevant documentation relates also to
licence areas other than the Interests Area under this Agreement, relevant extracts in
support of the statements referred to in Clauses 3.8 and 3.10.3.13
    
    Time Value Adjustments
 3.13.1
    
    The Time Value Adjustment, which shall be payable to the Seller, shall be computed
as an amount equivalent to interest (calculated on a monthly basis and compounded
monthly) at the Agreed Rate on the
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amount of that part of the Base Consideration consisting of the Purchase Price
from the Economic Date up to and including the Completion Date and in the case of
disputed items, if after Completion, up to and including the date of settlement
thereof.3.13.2
    
    An amount equivalent to interest (calculated on a monthly basis on each Adjustment
arising from Clauses 3.5 to 3.7 (inclusive) and compounded monthly) at the Agreed Rate
shall be payable on each item contained in the Interim Period Adjustment from the date
of payment or receipt, as appropriate, until the date on which the Interim Period
Adjustment is settled in respect of such item. Provided that, on those parts of the
Interests where no JOA exists in relation to a Licence, the date of payment or receipt
for billings in respect of activities relating to such Licence shall be deemed to be
the fifteenth day of the calendar month for the period to which the billings relate.
 3.14
    
    Currencies and Translation
 3.14.1
    
    Where any sums to be included in the Interim Period Adjustment are expressed in
currencies other than Pounds or Dollars, such sums shall be translated into Pounds at
the mean of the spot rates quoted per the 9.00AM Reuters benchmark for the currency
concerned in relation to trading on the day on which such sum was originally paid by
the Seller (or its Affiliates) or originally received by or credited to the Seller (or
its Affiliates) or is deemed to have been so paid or received or credited or, if no
rate is quoted for that day, the most recent preceding day for which a rate is quoted.3.14.2
    
    Save as provided in Clause 3.14.1 above, where any sums payable by the Purchaser to
the Seller or by the Seller to the Purchaser pursuant to Clauses 3 or 6 are expressed
in currencies other than Pounds or Dollars, such sums shall be translated into Pounds
at the mean of the spot rates quoted per the 9.00AM Reuters benchmark for the currency
concerned in relation to trading on the day on which such sums are paid by the
Purchaser to the Seller or by the Seller to the Purchaser (as the case may be) or, if
no rate is quoted for that day, the most recent preceding day for which a rate is
quoted.
 4.
    
    Interim Period
 4.1
    
    During the period from the date hereof until the Completion Date (both dates inclusive), the
Seller shall:
 4.1.1
    
    (having notified the Purchaser in advance of the subject matter thereof)
consult with the Purchaser in relation to any material decision in connection with the
Interests (other than as may be contemplated in the current Work Programmes and
Budgets), provided that nothing in this Clause 4.1 shall operate to fetter the
discretion of the Seller in exercising its roles in respect of such decision and the
Seller shall not be obliged to act in accordance with any wish, representation or
purported instruction of the Purchaser.
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4.1.2
    
    not incur, commit to incur or approve any work programme, budget,
expenditure or capital commitment relating to any Licence involving expenditure in
excess of five hundred thousand pounds (£500,000) (net the Sellers and any
Affiliates share) in any case other than:
 (a)
    
    any such expenditure covered by any budget approved prior
to the date of this Agreement; or(b)
    
    any such expenditure in respect of which the Purchaser
has given its prior written approval (not to be unreasonably withheld or
delayed); or(c)
    
    any expenditure necessitated by any emergency (in which
case the Seller shall consult with the Purchaser to the extent practicable
in the circumstances); and
 4.1.3
    
    conduct operations regarding the Interests in the ordinary and usual course
in accordance with good and prudent oil and gas industry practice, so that the
Interests are protected and maintained;4.1.4
    
    maintain and renew all governmental licences, permits, authorisations,
consents and permissions necessary to own and operate the Interests;4.1.5
    
    use its reasonable endeavours to enable the Purchaser to attend, as an
observer, any meetings of the relevant operating or other committee under any Licensed
Interest Documents, subject to the consent of the other parties thereto;4.1.6
    
    not, without the Purchasers written consent (not to be unreasonably
withheld or delayed), grant any Encumbrance, sell, transfer, surrender, novate,
assign, lease or otherwise dispose of any of the Interests (excluding sales of
production therefrom in the ordinary course of business), or purport to do any of the
same Provided that this provision shall not apply to the entering into by the Seller
of any deed in respect of the extension of the Licence beyond its current expiry date.4.1.7
    
    provide the Purchaser on a timely basis with all cash calls, AFEs, work
programmes and budgets issued under any Operating Agreement;4.1.8
    
    advise the Purchaser promptly of any legal proceedings which arise in
respect of the Interests;4.1.9
    
    not amend, terminate or suspend or agree to amend, terminate or suspend any
of the Licensed Interest Documents, or waive or agree to waive any of its material
rights or remedies arising thereunder or enter into any sole risk operation under any
of the JOAs without first obtaining the Purchasers prior consent thereto, such
consent not to be unreasonably withheld or delayed;4.1.10
    
    not without the Purchasers prior consent, such consent not to be unreasonably
withheld or delayed, enter into any material agreement in respect of or affecting the
Interests;
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4.1.11
    
    keep the Purchaser informed in a timely manner of any material matters affecting the
Interests, and of all material decisions made or disputes and claims that arise, and
have due regard to and, subject to Clause 4.1.1, take into account any reasonable
representations made by the Purchaser in respect thereof;4.1.12
    
    comply with previously agreed decisions of the operating committees in relation to
the Interests and any agreements relating to the Interests and any agreements relating
to the Interests to which it is a party;4.1.13
    
    not (by act or omission) breach in any material respect any of the provisions of the
Licensed Interest Documents (and notify the Purchaser as soon as reasonably
practicable if any facts or circumstances of which it is aware which indicate that
there has been or is likely to be such a material breach by any other party or that
such a material breach by the Seller has occurred);4.1.14
    
    not enter into or become party to any new operating agreements, farm-in or farm-out
agreements, unitisation agreements, transportation agreements, oil or gas sale or
supply agreements or any other agreement or undertaking (by whatever name called), in
each case to the extent the same relate to any of the Interests without the prior
written approval of the Purchaser, such consent not to be unreasonably withheld or
delayed;
 4.2
    
    Subject to the provisions of this Agreement, the Purchaser shall accept the assets comprising
the Wells in the physical condition in which they exist at the date of this Agreement and,
notwithstanding that title will not pass until Completion, shall assume the risk of damages
thereto or the destruction thereof in whole or in part as from the date of this Agreement
irrespective of the negligence of the Seller including breach of duty, statutory or otherwise.4.3
    
    The Purchaser shall hold confidential all information furnished or disclosed to the Purchaser
by the Seller in connection with the transactions contemplated by this Agreement as well as
all information concerning the Interests contained in any analyses, compilations, studies or
other documents and any business and/or commercial information in respect of the Seller
(collectively, the Interests Information) and shall not, without the prior written consent
of the Seller, release or disclose any Interests Information to any other person. However,
the undertaking of confidentiality above shall not extend to any Interests Information which
is:
 4.3.1
    
    generally available to the public other than as a result of a wrongful
disclosure by the Purchaser; or4.3.2
    
    available to the Purchaser as owner of, or where the Purchaser is otherwise
entitled to, such information without any restriction on disclosure; or
 17




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4.3.3
    
    available to the Purchaser on a non-confidential basis from a source other
than the Seller if such source is entitled to disclose such information; or4.3.4
    
    lawfully requested by a Government agency of any court of competent
jurisdiction, or is required to be disclosed by the requirements of any recognised
stock exchange or the Securities and Exchange Commission; or4.3.5
    
    the Purchasers or its Affiliates/(s) officers, directors, employees,
accountants, lawyers, representatives, agents, consultants and financial advisers who
need to know the Interests Information in connection with the implementation or
financing of the transactions contemplated by this Agreement, who are informed by the
Purchaser of the confidential nature of the Interests Information and who the
Purchaser will ensure will observe the terms and conditions of this Clause 4.3 without
the benefit of this exception.
 4.4
 4.4.1
    
    If Completion does not take place for any reason provided for in this
Agreement, the Purchaser shall remain bound by Clause 4.3, notwithstanding any
termination of this Agreement, until the earlier of the fifth (5th) anniversary of
such termination or such time as it has entered into a separate undertaking of
confidentiality on the same or similar terms in respect of the Interests Information
(and this Clause 4.4 shall also survive until such time).4.4.2
    
    If this Agreement is terminated as aforesaid, the Purchaser shall, at the
request of the Seller, promptly return to the Seller (and delete from the Purchasers
systems, where electronically stored) all the Interests Information.
 4.5
    
    If Completion does take place, the undertaking of confidentiality contained herein shall be
of no further effect to the extent that the Interests Information falls within the category of
data and information which is the subject of the confidentiality provisions in the Licensed
Interest Documents.
 4.6
    
    Save to the extent the Seller is required under the terms of the Licensed Interest Documents
or as agreed by the Purchaser (such consent not to be unreasonably withheld or delayed), the
Seller shall not do any act or thing or authorise 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, prevent being
done which would prevent any of the Warranties in Clauses 6.10.1, 6.10.2, 6.10.3, 6.10.4,
6.10.5, 6.10.6(a), 6.10.7(a) and 6.10.9(a) from being true and accurate if repeated prior to
Completion.
 5.
    
    Completion
 5.1
    
    Completion under this Agreement shall take place at the Sellers offices on the tenth (10th)
Business Day after the date on which the last of the Conditions
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Precedent has been fulfilled or waived, or at such other location and/or at such other time
as the Parties may agree Provided that if, for reasons beyond the reasonable control of the
Purchaser, Completion has not occurred by (i) 23rd November 2011, or (ii) such earlier date
which is the day before the day the relevant moratorium period in relation to the Licence
extension begins then, unless the Seller establishes to the reasonable satisfaction of the
Purchaser that Completion (i) can still take place in accordance with the intent of this
Agreement and (ii) Completion will not breach any term of the Licence or the terms of the
Licence extension proposed in relation thereto, this Agreement shall be deemed to have
terminated with immediate effect and neither Party shall have any liability under this
Agreement to the other Party save for its obligations set out in Clause 12 and Clause 4.4.2
and save for liability for any breach of this Agreement prior to the date of termination.
 5.2
    
    At Completion all, but not part only, of the following business shall be transacted:
 5.2.1
    
    The Purchaser shall:
 (a)
    
    pay to the Seller the balances due to the Seller pursuant
to the Interim Completion Statement prepared in accordance with Clauses 3.8
and 3.9.1 by means of telegraphic transfer in immediately available funds to
the Sellers Account for value in Dollars and/or Pounds (as the case may be)
on the Completion Date;(b)
    
    deliver to the Seller (to the extent not already
delivered prior to Completion) a copy of the relevant consents, approvals,
confirmations or waivers, if any, referred to in the Conditions Precedent
and obtained by or on behalf of the Purchaser;(c)
    
    deliver to the Seller (to the extent not already
delivered prior to Completion) a copy, certified as a true copy and in full
force and effect by a director or the secretary of the Purchaser, of a
resolution of the board of directors of the Purchaser authorising its entry
into the transactions contemplated by this Agreement and authorising a
person or persons to sign this Agreement and all of the other documentation
contemplated by this Agreement (including the Assignment Documents) on
behalf of the Purchaser; and(d)
    
    subject to Clause 5.2.3, execute and deliver those of the
Assignment Documents to which it is a signatory.
 5.2.2
    
    The Purchaser shall (and shall, if appropriate, ensure that its Affiliates
shall) execute such other documents and do all such other acts and things as may
reasonably be required, in order to effect the transfer of the Interests to the
Purchaser and to implement the transactions contemplated hereunder and otherwise to
carry out the true intent of this Agreement.
 19




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5.2.3
    
    The Seller shall deliver to the Purchaser (to the extent not already
delivered prior to Completion):
 (a)
    
    the Assignment Documents duly executed by all the parties
thereto, or by the administrator on their behalf pursuant to the provisions
of the Master Deed, other than the Purchaser (and, in the case of the deeds
of Licence assignment, the Secretary);(b)
    
    a copy of all the documents comprising the Secretarys
Consent;(c)
    
    a copy of the other relevant consents, approvals,
confirmations or waivers, if any, referred to in the Conditions Precedent
and obtained by or on behalf of the Seller;(d)
    
    a copy, certified as a true copy of the power of attorney
authorising the execution of this Agreement and all the other documentation
contemplated by this Agreement (including the Assignment Documents) on
behalf of the Seller.
 5.2.4
    
    The Seller shall pay to the Purchaser any balances due to the Purchaser
pursuant to the Interim Completion Statement prepared in accordance with Clauses 3.8
and 3.9.1, by means of telegraphic transfer in immediately available funds to the
relevant Purchasers Account for value in Dollars and/or Pounds (as the case may be)
on the Completion Date.5.2.5
    
    The Seller shall (and shall, if appropriate, ensure that its Affiliates
shall) execute such other documents and do all other acts and things as may reasonably
be required, in order to effect the transfer of the Interests to the Purchaser, to
implement the transactions hereby contemplated and otherwise carry out the true intent
of this Agreement.
  5.3
    
    The Purchaser acknowledges that the Seller shall have the right to retain copies of any
Licensed Interest Documents together with copies of such Data as the Seller may reasonably
require for the conduct of its business, subject to the same being maintained in confidence,
and in this regard the provisions of Clause 4.3 shall apply to the Seller in the same way as
they apply to the Purchaser.5.4
    
    The Purchaser undertakes that (i) subject to (ii) below, following Completion it shall not
and shall procure that its Affiliates shall not make use of any stationery, invoices, forms,
seals, trademarks, logos and any other similar articles or symbols showing the expression
Shell, Enterprise or any other
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expression likely to suggest a connection with the
Seller or with its Affiliates or with the Shell
group of companies.
 5.5
    
    Notwithstanding Completion:
 5.5.1
    
    each provision of this Agreement (and any other document referred to in it)
not performed at or before Completion but which remains capable of performance;5.5.2
    
    the Warranties under Clauses 6.10 and 6.11; and5.5.3
    
    all covenants and other undertakings contained in or entered into pursuant
to this Agreement;
  6.
    
    Indemnities
 6.1
    
    Save to the extent that the intentions of Clauses 2.1.1 and 2.1.2 are achieved by the Interim
Period Adjustment and/or Clause 11.6, and subject to Clause 6.10 and to any express provision
to the contrary contained in this Agreement, the provisions of Clause 6.2 shall apply.
 6.2
    
    Subject to Clause 6.1 above:
 6.2.1
    
    If any Obligations are incurred by the Seller (and/or one or more of all of
the Associated Parties of the Seller) which relate to matters in respect of any period
on or after the Economic Date, the Purchaser shall reimburse and indemnify the Seller
and its Associated Parties in respect thereof;6.2.2
    
    If any Obligations (other than Decommissioning Obligations, Safety
Obligations and Environmental Obligations) are incurred by the Purchaser (and/or one
or more of all of the Associated Parties of the Purchaser) which relate to matters in
respect of any period prior to the Economic Date, the Seller shall reimburse and
indemnify the Purchaser and the Purchasers Associated Parties in respect thereof;6.2.3
    
    If any Benefits accrue to the Seller (and/or one or more of all of the
Associated Parties of the Seller) which relate to matters in respect of any period on
or after the Economic Date, the Seller shall account to and reimburse the Purchaser in
respect thereof; and6.2.4
    
    If any Benefits accrue to the Purchaser (and/or one or more of all of the
Associated Parties of the Purchaser) which relate to matters in respect of any period
prior to the Economic Date, the Purchaser shall account to and reimburse the Seller in
respect thereof.
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6.3
 6.3.1
    
    Settlement of any amount to be paid or reimbursed in accordance with this
Clause 6 shall be paid or reimbursed within ten (10) Business Days of receipt thereof
(or, in the case of Obligations, within ten (10) Business Days of receipt of
notification from the Party which has incurred such Obligations) to the Sellers
Account or the Purchasers Account (as the case may be).6.3.2
    
    If there is any dispute as to the quantification of any amount payable under
this Clause 6 such dispute may be referred by either Party for determination by an
independent chartered accountant nominated by the Parties or, in the absence of
agreement between the Parties within five (5) Business Days of a Party notifying the
other that it proposes to refer the dispute to an expert, nominated by the President
of the Institute of Chartered Accountants in England and Wales. The nominated
chartered accountant shall be afforded such access to books, records, accounts and
documents in the possession of the Parties as he may reasonably request, and he shall
act as expert not as arbitrator. The said chartered accountants determination shall,
in the absence of fraud or manifest error or bias, be final and binding on the
Parties, his fees and disbursements shall be borne by the Seller and the Purchaser in
equal shares and the Parties shall bear their own costs in respect of such reference.
 6.4
    
    Decommissioning Obligations
 Decommissioning Obligations
 6.4.1
    
    the plugging, replugging, and abandoning of all Wells associated with the
Interests, whether drilled or plugged before on or after the Economic Date;6.4.2
    
    removing and disposing of any and all terminals, facilities, platforms,
structures, equipment, umbilicals and pipelines comprising part of or
 22




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related to the Interests, including the disposal of the same contaminated with
naturally occurring radioactive material; and
 6.4.3
    
    compliance with the provisions of the Licence, the other Licensed Interest
Documents and all applicable laws and government rules, regulations, orders and
requirements associated with the abandonment of all Wells and the Interests Area.
  6.5
    
    Environmental ObligationsNotwithstanding anything to the contrary within the Assignment Documents or this Agreement
(other than the proviso to this Clause 6.5), the Purchaser will be responsible for and
shall indemnify and hold the Seller and its Associated Parties harmless from and against
all duties, obligations, liabilities, costs (including legal costs) and Claims arising
from, under or in respect of the ownership or use of the Interests relating to
environmental occurrences, events and activities (the Environmental Obligations) to the
extent that any Environmental Obligations are attributable to the Interests, whether
arising before, on or after the Economic Date and regardless of whether resulting from any
acts or omissions, negligence or breach of duty, whether statutory or otherwise, conduct or
statements of the Seller or its Associated Parties or any of them, including:
 6.5.1
    
    any surface or subsurface contamination or pollution of the Environment due
to the proper or improper discharge, treatment, release, escape or disposal (onsite or
offsite) of any waste material, hazardous waste or any other waste in connection with
the operation of the Interests Area;6.5.2
    
    the clean-up or containment of spills, waste, pollution or contamination on
or from the Wells or any part of the Interests Area;6.5.3
    
    the underground injection of produced water or other chemicals or materials;
and/or6.5.4
    
    compliance or failure to comply with applicable Environmental Laws and
government environmental rules, regulations, orders and requirements in connection
with the Interests.
  6.6
    
    Safety Obligations
 Notwithstanding anything to the contrary within the Assignment Documents or this Agreement,
the Purchaser will be responsible for and shall indemnify and hold the Seller and its
Associated Parties harmless from and against all duties,
 23




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obligations, liabilities, costs (including legal costs) and Claims arising from, under or
in respect of, use or ownership of the Interests relating to safety occurrences, events and
activities (the Safety Obligations), whether arising before, on or after the Economic
Date and regardless of whether resulting from any acts or omissions, negligence or breach
of duty, whether statutory or otherwise of the Seller or its Associated Parties or any of
them or the condition of the Interests including:
 6.6.1
    
    safety hazards and deficiencies that may exist on the Interests Area and any
expenditures that may be necessary to correct those safety hazards and deficiencies;
 6.6.2
    
    compliance or failure to comply with applicable safety laws and government
safety rules, regulations, orders and requirements, including all expenditures
necessary to comply with the safety cases for the Interests Area submitted to the
Health and Safety Executive, or to modify and amend such safety cases and to comply
with such modified or amended safety cases; and/or6.6.3
    
    the exposure of any person to chemicals and other Hazardous Substances or
materials or forms of energy, whether artificial or naturally occurring.
 6.7.
 6.7.1
    
    Each of the Purchaser and the Seller acknowledges that its obligations to
indemnify and keep indemnified, defend, and hold, respectively, the Seller and the
Purchaser and their Associated Parties harmless under this Clause 6 include
obligations to pay all legal costs and other costs incurred by the indemnified party
in defending all Claims. As to each Claim, each indemnified party, in its sole
discretion, may elect to (a) manage its own defence, in which event the indemnifying
party will reimburse that indemnified party and its Associated Parties for all legal
costs incurred in defending such Claims within thirty (30) Business Days of delivery
to the indemnifying party of invoices for these fees and costs; or (b) tender its
defence as to any Claim to the indemnifying party, in which event the indemnifying
party shall be responsible for all aspects of defending the Claim at issue and
resulting liabilities (save to the extent that liability therefor is allocated to the
indemnified party in terms of this Agreement).6.7.2
    
    Where any audit pursuant to a JOA takes place after the Completion Date, the
Purchaser shall use reasonable endeavours to enable the Seller to make representations
directly to any relevant Operator and shall in any event be obliged to take account of
the Sellers representations in connection with such audit and to notify the Seller of
any audit adjustment as soon as practicable after the results of such audit are known.
If as a result of any audit adjustment or otherwise, either the Seller or the
Purchaser is, on the principles set out in Clauses 2.1 and 6.2, liable to pay any
amount to the other, then, to the extent that the Consideration has not already been
adjusted pursuant to the provisions
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of Clause 3 in respect thereof, or the amount has not otherwise been paid in
accordance with Clause 6.2, such amount shall be paid to the Sellers Account or
the Purchasers Account (as appropriate) within thirty (30) Business Days after
the amount receivable or payable as a result of such an audit or other subsequent
adjustment has been taken into account by the relevant Operator in the Operators
billing statement.
 6.8
 6.8.1
    
    The Seller and the Purchaser acknowledge that the Seller maintains a
worldwide program of property and liability insurance coverage for itself and its
Affiliates. This programme has been designed to achieve a co-ordinated risk
management package for the entire corporate group.
 6.8.2
    
    It is understood and agreed by the Purchaser that:
 (a)
    
    no insurance coverage shall be provided under the
Sellers policies to the Purchaser at any time; and(b)
    
    from and after Completion, any and all policies insured
or reinsured by any of the Sellers captive insurers which, but for this
provision, would have insured the Interests shall be deemed terminated,
commuted and cancelled ab initio; and(c)
    
    no claims regarding any matter whatsoever, whether or not
arising from events occurring prior to the Economic Date, shall be made by
the Purchaser against or with respect to any of the Sellers policies
regardless of their date of issuance.
 6.8.3
    
    The Purchaser shall indemnify and defend the Seller and its Affiliates, and
shall hold them harmless from, any Claim made after the Execution Date against any of
the Sellers policies by the Purchaser or any company or person claiming to be
subrogated to the Purchasers rights, including all costs and expenses (including
legal fees) related thereto. Such indemnity shall include coverage of any claim by an
insurer for reinsurance, retrospective premium payments or prospective premium
increases attributable to any such claim.
 6.9
    
    The rights and obligations in Clauses 6.1 to 6.8 inclusive shall not come into effect unless
and until Completion takes place.6.10
    
    Representations and WarrantiesSubject to the provisions of this Clause 6.10 and save as fairly disclosed under the terms
of the Disclosure Letter, or set out in the Licensed Interest Documents or Data Room
Documents, the Seller hereby represents, undertakes and warrants to the Purchaser as at the
date of this Agreement as follows:
 6.10.1
    
    The Seller is duly incorporated with limited liability and validly existing under
the laws of England and Wales;
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6.10.2
    
    The documents which contain or establish the Sellers constitution incorporate
provisions which authorise, and all necessary corporate action has been taken on the
part of the Seller to authorise, the Seller to execute and deliver this Agreement and
perform the transactions contemplated by this Agreement;6.10.3
    
    The signing and delivery of this Agreement and, subject to fulfilment of the
Conditions Precedent, the performance of any of the transactions contemplated by this
Agreement will not contravene or constitute a default under:(a)
    
    any provision contained in any agreement; or(b)
    
    any instrument, law, judgement, order, licence, permit or consent;by which the Seller or any of its Affiliates or their respective assets are bound
or affected and the execution and delivery by the Seller of this Agreement and
the other Assignment Documents to which it is or will be a party will, when
executed, constitute legal, valid and binding obligations of the Seller in
accordance with their terms;6.10.4
    
    The Seller is a licensee of the Licence and the sole legal and beneficial owner of
the Interests and all rights accruing to it under the Licensed Interest Documents with
the right to sell and transfer the legal and beneficial interest therein (subject to
the terms thereof);6.10.5
    
    Subject to the provisions of the Licence and the other Licensed Interest Documents
and any obligation to pay rent under the relevant Licence, no Encumbrance is in
existence and in force over the Interests nor, subject as aforesaid, is there in
effect any agreement or commitment to create the same; nor are there any other matters
which restrict the Sellers ability freely to dispose of the Interests or any
Petroleum attributable thereto;6.10.6
    
    The Seller
 (a)
    
    has not committed any material breach of the Licence or
of any of the Licensed Interest Documents nor(b)
    
    received notice that any of the parties to any of the
above-mentioned documents is in breach thereof, which breach, at the date
hereof, is of a material nature and is subsisting;
 6.10.7
 (a)
    
    The Licence and all rights and interests of the Seller
thereunder or deriving therefrom are in full force and effect.(b)
    
    No notice has been given to the Seller or, so far as the
Seller is aware, to any other licensee of the Licence, by the Secretary of
any intention to revoke the Licence;
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6.10.8
    
    The Licence is not in the course of being surrendered in whole or in part and, so
far as the Seller is aware, there is no proposal to do so;6.10.9
 (a)
    
    The Seller has not given any notice of withdrawal from
the Licence;(b)
    
    So far as the Seller is aware, none of the current
licensees of the Licence have given any notice of withdrawal from the
Licence which is still current;
 6.10.10
    
    All accrued obligations and liabilities imposed by the Licence, including the work
obligations arising from the Licence (but excluding, for the avoidance of doubt, those
obligations in respect of the Wells which are assumed by the Purchaser hereunder),
have been duly fulfilled and discharged and there is no outstanding work obligation to
be fulfilled under the Licence;6.10.11
    
    The Seller is not a party to any litigation or arbitration or administrative
proceedings in respect of which a writ or summons or other formal pleading has been
served or judgement issued, nor is there any claim (whether or not formulated within a
formal pleading as aforesaid) or dispute in relation to, and which is likely
materially to prejudice or detrimentally affect in any material manner, the Interests,
and, so far as the Seller is aware, no such litigation, arbitration, administrative
proceedings, claim or dispute are threatened or pending either by or against the
Seller, and, so far as the Seller is aware, there are no facts which are likely to
give rise to any claim or dispute which is likely so to prejudice or detrimentally
affect in any material manner the Interests and, so far as the Seller is aware, none
of the other licensees of the Licence or the parties to the Licensed Interest
Documents is a party to any litigation, arbitration or administrative proceedings or
any claim or dispute or judgement in relation to, and which is likely to prejudice or
detrimentally affect in any material manner, the Interests;6.10.12
    
    All permits, licences, consents, approvals, agreements and certificates required
for the lawful carrying out of operations under the Licensed Interest Documents have
been obtained and complied with in all material respects and are in full force and
effect;6.10.13
    
    No event or incident has occurred in respect of the Interests which has given rise
to Environmental Obligations, Decommissioning Obligations or Safety Obligations and so
far as the Seller is aware, there is not breach of Environmental Laws in relation to
the Interests;6.10.14
    
    The Seller is solvent and able to pay its debts as they fall due. No order has
been made or petition presented, meeting convened or resolution passed for the winding
up of the Seller, nor has any receiver been appointed or any distress, execution or
other process been levied in respect of the Interest. No administrative or other
receiver has been
 27




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appointed by any person over the Interests of the Seller or any part thereof, nor
has any order been made by, or petition presented to, the Court for the
appointment of an administrator in respect of the Seller. No administrator of
the Seller has been appointed by any person entitled to appoint such an
administrator pursuant to Schedule B1 to the Insolvency Act 1986, nor have any
documents been filed with the Court for the appointment of such an administrator,
and not has any notice of intention to appoint such an administrator been given
by any such person. No composition in satisfaction of the debts of the Seller,
scheme of arrangement of its affairs or its members or both, or any class of
either its creditors or members or both, has been proposed, sanctioned or
approved. No distress, distraint, charging order, garnishee order, execution, or
other process has been levied or applied for in respect of the whole or any part
of the Interests. No event has occurred causing, or which on intervention or
notice by any third party may cause, any floating charge created by the Seller to
crystallise over the Interests or any part of them, not any charge created by it
to become enforceable over the Interests or any of them, nor has such
crystallisation occurred and nor is such enforcement in process.
 6.11
    
    Subject to the terms of this Agreement, the Purchaser hereby represents and warrants to the
Seller as follows:
 6.11.1
    
    The Purchaser is duly incorporated with limited liability and validly existing
under the laws of England and Wales;6.11.2
    
    The documents which contain or establish the Purchasers constitution incorporate
provisions which authorise, and all necessary corporate action has been taken to
authorise, the Purchaser to execute and deliver this Agreement and perform the
transactions contemplated hereby;6.11.3
    
    The signing and delivery of this Agreement and the performance of the
transactions contemplated by this Agreement, will not contravene or constitute a
default under any provision contained in any agreement, instrument, law, judgement,
order, licence, permit or consent by which the Purchaser or any of its Affiliates
or any of its assets is bound or affected;6.11.4
    
    It will acquire the Wells as is, where is, and with all faults; and6.11.5
    
    No litigation, arbitration, administrative proceeding, dispute or judgement
against the Purchaser or its Affiliates or to which the Purchaser or any of its
Affiliates is a party which might by itself or together with any such other
proceedings have a material adverse effect on the Purchasers or any of its
Affiliates business, assets or condition and which would materially and adversely
affect its ability to observe or perform its obligations under this Agreement and
the transactions contemplated hereby, is subsisting or, so far as the Purchaser is
aware, threatened or pending against the Purchaser or its Affiliates or any of its
assets;
 
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6.12
 6.12.1
    
    A Warranty Claim by the Purchaser shall be limited to damages and the Purchasers
claim for breach of any other provision of this Agreement shall be limited to
damages or specific performance or injunction (or similar discretionary remedy) and
in either case, the Purchaser shall not be entitled to any other form of remedy in
relation thereto including rescission.6.12.2
    
    Any damages recoverable by the Purchaser under this Agreement shall be assessed on
the basis of:
 (a)
    
    the diminution in value of the Interests in the case of a
claim for breach of warranty or representation under this Agreement; or(b)
    
    the direct loss, damage or expense incurred by the
Purchaser in the case of a claim for breach of any other provision under
this Agreement;
  6.13
    
    The Seller shall not be liable for any Claim in relation to any Warranty Claim unless it
shall have received from the Purchaser, as soon as practicable after the Purchaser becomes
aware of the same, a notice containing reasonable details of the relevant Warranty Claim
including the Purchasers provisional estimate of the amount of the Warranty Claim provided
always that such notice is received on or before the date which is twelve (12) months after
the Completion Date. Any such Warranty Claim made shall be deemed to have been withdrawn
unless proceedings in respect thereof have been both issued and served on the Seller within
three (3) months of the giving of such notice.6.14
    
    A breach of the Warranties which is capable of remedy shall not entitle the Purchaser to make
a Warranty Claim unless the Seller is given notice of such breach and the Seller has failed:
 6.14.1
    
    where the necessary remedial action consists of offshore operational activities,
to commence any such physical remedial action involving operational activities
within forty-five (45) days after the date on which such notice is served on the
Seller and to work diligently to complete such remedial action; and otherwise6.14.2
    
    to undertake and complete remedial action within thirty (30) days after the date
on which such notice is served on the Seller,
  6.15
    
    Except as set forth in Clause 6.10, neither the Seller nor any of its Affiliates nor any
officer, shareholder, director, employees, agent, consultant, auditor or representative of the
Seller or of any of its Affiliates makes any
 29




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representation, warranty or undertaking, statement, opinion, information or advice
(including any representation, warranty, undertaking, statement, opinion, information or
advice whether (a) communicated (orally or in writing) to the Purchaser or any Affiliate
of the Purchaser or (b) made in any data, information or document communicated to the
Purchaser or any Affiliate of the Purchaser, or made by any officer, shareholder,
director, employee, agent, consultant, auditor or representative of the Seller or any of
its Affiliates) and the Purchaser acknowledges, affirms and warrants that it has not
relied, and will not rely, upon such representation, warranty, undertaking, statement,
opinion, information or advice in entering into this Agreement or carrying out the
transactions contemplated by this Agreement. Without limiting the generality of the
foregoing, the Seller makes no representation or warranty as to: (i) the amounts,
quality or deliverability of reserves of Oil, Gas or other Petroleum attributable to the
Interests, (ii) any geological, geophysical, engineering, economic or other
interpretations, forecasts or evaluations, (iii) any forecast of expenditures, budgets
or financial projections, (iv) any geological formation, drilling prospect or
hydrocarbon reserve, (v) the state, condition or fitness for purpose of any of the
physical assets, including all onshore and offshore: installations, structures,
platforms, pipelines, plant, equipment, machinery, wells and facilities related to the
Interests and/or to operations under the Licence and or other Licensed Interest
Documents, or (vi) the existing or future statutory or regulatory regime, including as
to Taxation, applicable to the acquisition and operation of oil and gas properties, or
(vii) market prices of Gas, Oil or other Petroleum.
 6.16
    
    The liability of the Seller (whether in contract, tort, including negligence, breach of duty,
or otherwise) a Warranty Claim shall be limited as follows:
 6.16.1
    
    there shall be disregarded for all purposes any Warranty Claim in respect of the
amount of the damages to which the Purchaser would otherwise be entitled in respect
of such Warranty Claim is less than One hundred thousand Pounds (£100,000);6.16.2
    
    the Seller shall have no liability unless and until the damages to which the
Purchaser is entitled in aggregate in respect of all Warranty Claims qualifying
under Clause 6.16.1 exceed One million Pounds (£1,000,000) (in which case the
Purchaser shall be able to claim for the whole amount of such claims and not just
only the excess);
 and
 6.16.3
    
    the maximum aggregate liability of the Seller in respect of all Warranty Claims,
and any breach of any other provision of this Agreement shall not exceed an amount
equal to 100% of the Consideration.
 6.17
    
    If:
 30




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6.17.1
    
    any circumstance arises which may result in the Purchaser having a Warranty Claim
against the Seller as a result of or in connection with a liability or alleged
liability to a third party; or6.17.2
    
    the Purchaser is or may be entitled by law to recover from some other person,
firm, authority or body corporate any sum in respect of which the Purchaser may
have a Warranty Claim against the Seller, the Purchaser shall promptly notify the
Seller thereof and unless the Purchaser also notifies the Seller that it withdraws
the said Warranty Claim, the Seller shall be entitled (provided always that it does
not act to unreasonably prejudice the business of the Purchaser) (i) to take and/or
require the Purchaser to take any action the Seller might reasonably request to
resist such liability or enforce such recovery in the name of the Purchaser but at
the cost and expense of the Seller, and (ii) to have conduct of any appeal,
dispute, compromise or defence of the dispute and of any incidental negotiations
for the aforesaid purposes, and the Purchaser will give the Seller all
co-operation, access and assistance for the purposes of resisting such liability or
enforcing such recovery as the Seller may reasonably require.
 6.18
    
    If the Seller pays to the Purchaser an amount pursuant to a Warranty Claim, and the Purchaser
is entitled to recover from some other person any sum to which it would not have been or
become entitled but for the circumstances giving rise to such a Warranty Claim, the Purchaser
shall promptly undertake all reasonable steps to enforce such recovery and shall forthwith
repay to the Seller following such recovery so much of the amount paid by it as does not
exceed the amount recovered from the third party, less all costs, charges and expenses
reasonably incurred by the Purchaser in obtaining such recovery from the third party.
 6.19
    
    The Seller shall have no liability in respect of a Warranty Claim to the extent that is
occasioned by the Seller doing or omitting to do any act or thing at the express written
request of the Purchaser prior to Completion.6.20
    
    Nothing in this Agreement shall relieve the Purchaser of any duty, whether at common law or
otherwise, to mitigate any loss or damage incurred by it in respect of any Warranty Claim.6.21
    
    The Purchaser shall not be entitled to recover from the Seller the same sum or loss more than
once in respect of any Warranty Claim of any of them.6.22
    
    The Seller shall not be liable to the Purchaser for any Warranty Claim in respect of a breach
of the Warranties, to the extent that:
 6.22.1
    
    the subject of such Warranty Claim has been fairly disclosed in this Agreement,
the Licensed Interest Documents, the Data Room Documents or the Disclosure Letter
with sufficient details to identify the nature and scope of the matter disclosed;
or
 31




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6.22.2
    
    allowance, provision or reserve has been made, for the benefit of the Purchaser,
for such Warranty Claim in the Final Completion Statement.
 6.23
    
    Save as set out in this Agreement, the Seller shall not be liable to the Purchaser for any
Warranty Claim or any of them to the extent such Warranty Claim was increased by or to the
extent to which the Warranty Claim arose as a result of an act, omission or transaction
carried out after the date hereof by the Purchaser or the Purchasers Associated Parties
otherwise than:
 6.23.1
    
    in the ordinary and usual course of business,6.23.2
    
    in pursuance of a legally binding commitment entered into prior to the date
hereof;
 6.24
    
    The Seller shall not be liable in respect of any Warranty Claim or any of them to the extent
that such Warranty Claim is attributable to, or is increased as a result of, any legislation
not in force at the date hereof or to any change of law, regulation, directive, requirement or
administrative practice or any change in rates of tax, which in each case is not in force at
the date hereof.6.25
    
    If any Warranty Claim or any of them shall arise by reason of some liability which at the
time that the Warranty Claim is notified to the Seller is contingent only, the Seller shall
not be under any obligation to make any payment in respect of such Warranty Claim until such
time as the contingent liability ceases to be so contingent.6.26
    
    Notwithstanding any other provision of this Agreement, neither the Seller nor the Purchaser
shall under any circumstances howsoever arising whether arising in contract or tort (including
negligence, breach of duty, statutory or otherwise) be liable to the other Party under,
arising out of or in any way connected with this Agreement or the Assignment Documents for any
Consequential Loss.6.27
    
    If:
 6.27.1
    
    the Seller makes a payment in respect of a Warranty Claim to the Purchaser (the
Damages Payment);6.27.2
    
    at any time after making the Damages Payment the Purchaser or any Associated
Party of the Purchaser receives any sum other than from the Seller which would not
have been received but for the matter or circumstance giving rise to that Warranty
Claim (the Third Party Sum);6.27.3
    
    the receipt of the Third Party Sum was not taken into account in calculating the
Damages Payment; and6.27.4
    
    the aggregate of the Third Party Sum and the Damages Payment exceeds the amount
required to compensate the Purchaser in full for the loss or liability which gave
rise to the Warranty Claim in question (such excess being the Excess Recovery),
 32




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the Purchaser shall, promptly following receipt of the Third Party Sum by it or its
Associated Party, repay to the Seller an amount equal to the lower of (i) the Excess
Recovery and (ii) the Damages Payment.
 6.28
    
    The Seller shall not be liable in respect of any Warranty Claim to the extent that any
Taxation for which the Purchaser is now or in the future accountable or liable to be assessed
is reduced or extinguished as a result of the matter giving rise to such Warranty Claim.6.29
    
    The Purchaser shall refrain from doing, and shall procure that its Affiliates shall refrain
from doing, any act or thing (other than in the ordinary course of business) which may give
rise to a Warranty Claim which would not otherwise arise.6.30
    
    None of the limitations in this Clause 6 shall apply to any Warranty Claim which arises (or
to the extent that it is increased) as a consequence of fraud or fraudulent misrepresentation
by the Seller or its Affiliates.6.31
    
    The Warranties set out in Clauses 6.10.1, 6.10.2, 6.10.3, 6.10.4, 6.10.5, 6.10.6(a),
6.10.7(a) and 6.10.9(a), shall be deemed to have been repeated immediately prior to
Completion.7.
    
    Ongoing Obligations and Liabilities7.1
    
    At all times from the date hereof (including following Completion), the Seller and the
Purchaser shall use all reasonable endeavours to obtain from the relevant authorities an
irrevocable release of the Seller and each Affiliate of the Seller from its or their
obligations and liabilities under the Petroleum Act 1998 and all notices and regulations
served and issued pursuant thereto (and under any antecedent legislation which is the subject
of consolidation by the said Act), insofar as the same relate to the Interests. For the
avoidance of doubt, the aforesaid obligation shall include procuring release from any
subsequent notice or notices issued to the Seller or any of its Affiliates under section 29 of
the Petroleum Act 1998.7.2
    
    The Seller and the Purchaser shall co-operate with each other and execute and deliver to each
other such other instruments and documents and take such other actions as may reasonably be
requested from time to time in order to carry out, evidence and confirm their rights under,
and the intended purpose of, this Agreement.8.
    
    AnnouncementsNeither the Seller nor the Purchaser shall (and the Seller and the Purchaser will procure
that no Affiliate shall) be entitled, without the prior written consent of the other, which
consent can be withheld for any reason, to issue or make any public announcement or
statement regarding this Agreement or any transactions contemplated hereby.
Notwithstanding the foregoing provisions and the
 33




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provisions of Clauses 4.3 and 12, such provisions shall not apply to the extent that it is
necessary for that Party or its Affiliate to make such public announcement or statement in
order to comply with a statutory obligation, an obligation to include information in
published or audited accounts, or with the requirement of a competent government agency,
The London Stock Exchange, the Securities and Exchange Commission or other securities or
regulatory body, or a recognised stock exchange on which that Party or such Affiliate has
its shares or stock listed, in which event the Party proposing to make such an announcement
or statement shall (and in the case of an Affiliate of such Party will procure that such
Affiliate shall), where reasonably practicable, issue a draft thereof to the other Party
prior to its release for approval which approval shall not be unreasonably withheld or
delayed.
 9.
    
    Notices9.1
    
    Except as otherwise provided in this Agreement, any notice or other document to be given
under this Agreement shall be in writing and shall be deemed to be duly given if it (or the
envelope containing it) identifies the Party to which it is intended to be given as the
addressee and, in the case of the Seller, is marked for the attention of the Manager Business
Development  Europe or such other person as may be notified to the Purchaser by the Seller
and, in the case of the Purchaser is marked for the attention of the Director of Commercial
Operations or such other person as may be notified to the Seller by the Purchaser and it is:
 9.1.1
    
    delivered personally; or9.1.2
    
    sent by (i) first class post or airmail or express or other fast postal
service or (ii) the recorded delivery service or (iii) facsimile transmission
  9.2
    
    Any notice duly given within the meaning of Clause 9 shall be deemed to have been both given
and received:
 9.2.1
    
    if it is delivered in accordance with Clause 9.1.1, on such delivery;9.2.2
    
    if it is duly posted or transmitted in accordance with Clause 9.1.2, by any
of the methods there specified, on the second (or, when sent by airmail, fifth)
Business Day after the day of posting or (in the case of a notice transmitted by
facsimile transmission) upon receipt by the sender of the correct transmission report.
 9.3
    
    For the purposes of this Clause 9, notice shall include any request, demand, instructions
or other document.9.4
    
    The relevant addresses and facsimile numbers for the Parties are as follows:
 34




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The Seller:
    
    Shell EP Offshore Ventures Limited1 Altens Farm Road,Nigg,Aberdeen,AB12 3FYFax: 01224 88 1248Attention: Deal Lead EUThe Purchaser:
    
    Endeavour Energy UK Limited114 St Martins LaneLondonWC2N 4BEFax: 020 7451 2351Attention: Director of Commercial Operations
 10.
    
    Costs and Expenses10.1
    
    Save as stated in Clause 10.3, the Seller and the Purchaser shall each pay its and its
Affiliates own costs, expenses, duties and, except as otherwise expressly agreed in writing,
Taxation in relation to the preparation and execution of this Agreement, the documents
contemplated hereby or executed pursuant hereto and any transactions contemplated by this
Agreement.10.2
    
    Without prejudice to any other rights hereunder, if any amount payable hereunder is not paid
when due, the defaulting Party shall pay an amount equivalent to interest on such amount from
the due date of payment (after as well as before judgement) at a rate equal to two per cent
(2%) above the Agreed Rate calculated on a compounded basis on the accumulated daily balances
at the start of each calendar month.10.3
    
    The Purchaser shall be responsible for payment in a timely fashion of any and all Stamp Duty
Land Tax payable on or in respect of this Agreement, the Assignment Documents, and in respect
of its or their subject matter and any similar duties and charges wheresoever arising.10.4
    
    The Purchaser warrants to the Seller that it has incurred no liability, contingent or
otherwise, for brokers or finders fees in connection with this Agreement or the transaction
contemplated by it for which the Seller will have any responsibility.11.
    
    Taxation11.1
    
    General
 11.1.1
    
    Notwithstanding any other provisions of this Agreement, the Seller shall retain
access to all books, records and Operators information,
 35




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which relate to the Interests for all periods prior to the Completion Date for
the purposes of administering their Taxation affairs and as required by law. The
Purchaser shall retain all such books, records and information received by the
Purchaser.11.1.2
    
    The Purchaser shall, as soon as reasonably practicable, ensure that the Seller is
informed of all documentation relating to Taxation in respect of the Interests in
periods prior to the Completion Date delivered to the Purchaser by the Operator
(otherwise than by the Seller) and shall promptly deliver copies of such documentation
which are reasonably required by the Seller for the purposes of the Sellers Taxation
affairs to the Seller.11.1.3
    
    The Seller shall promptly provide the Purchaser with copies of any information or
documents relating wholly or partly to the Interests for periods prior to the
Completion Date which are reasonably required by the Purchaser for the purposes of the
Purchasers Taxation affairs.
 11.2
    
    Allocation of ConsiderationThe Parties agree that no part of the Consideration shall be treated as expenditure
incurred by the Purchaser on either mineral exploration and access on which a first year
allowance could be claimed under section 416B CAA2001 or plant and machinery on which first
year allowances could be claimed under section 52 CAA2001.11.3
    
    Taxation on Post Completion Payments and ReceiptsAny payments or receipts made after Completion between the Parties, except for any
payment under Clause 3.9, shall be adjusted for Taxation so as to produce the same economic
result as required by Clause 2.1.11.4
    
    VAT
 11.4.1
    
    All sums payable under this Agreement are exclusive of VAT, which will be added
where applicable and will be payable by the Purchaser on production of a valid VAT
invoice.11.4.2
    
    The Purchaser and the Seller confirm that they are registered or registerable as
taxable persons for the purposes of VAT as at the date of Completion.11.4.3
    
    The Purchaser and the Seller confirm that no election has been made and confirm that
no election will be made prior to the Completion Date under paragraph 2 schedule 10
Value Added Tax Act 1994 in relation to any of the Interests.11.4.4
    
    Notwithstanding that the Parties believe that the sale and transfer hereunder is a
transaction which is outside the scope of VAT by virtue of the Value Added Tax
(Special Provisions) Order 1995, in the event that either the Purchaser or the Seller
is advised in writing by HMRC after full disclosure of all material facts that the
transaction hereunder is
 36




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subject to VAT, the Purchaser undertakes that, if called upon to do so by the
Seller, it will pay to the Seller on presentation by the Seller of a VAT invoice
any amounts properly due in respect of VAT set out in such invoice within thirty
(30) days of demand.11.4.5
    
    Subject to Clauses 11.4.1 and 11.4.4, any Adjustments pursuant to Clause 3 or
payments or reimbursements pursuant to Clause 6.2 will be subject to VAT where
applicable. However, where payment is due by the Seller to the Purchaser, the Parties
agree that where any such Adjustment, payment or reimbursement is made, there is no
obligation to adjust the original VAT charge, provided the Purchaser was entitled to
recover all the original VAT on the supply as input tax.11.4.6
    
    Notwithstanding that the Parties believe that the sale and transfer hereunder is a
transaction which is outside the scope of VAT by virtue of the Value Added Tax
(Special Provisions) Order 1995, if the conditions under Article 5 thereof are not met
the Parties believe that the sale and transfer contemplated hereby is a supply of
services in relation to land situated outside the United Kingdom by virtue of the VAT
(Place of Supply of Services) Order 1992 and is thus outside the scope of UK VAT.
 11.5
    
    Withholding Taxes
 11.5.1
    
    The Seller shall, where required by UK law, withhold tax from any payments made to
the Purchaser to the extent required by such law and, upon written request from the
Purchaser, shall provide a withholding tax receipt or other documentary evidence of
the withholding tax to the Purchaser. The Seller shall undertake to pay such withheld
tax to the relevant authority on a timely basis, whereupon such amount shall be deemed
as payment to the Purchaser and the Seller shall have no further obligation to pay
such amount to the Purchaser.11.5.2
    
    The Purchaser shall, where required by UK law, withhold tax from any payments made
to the Seller to the extent required by such law and, upon written request from the
Seller, shall provide a withholding tax receipt or other documentary evidence of the
withholding to the Seller. The Purchaser shall undertake to pay such withheld tax to
the relevant authority on a timely basis, whereupon such amount shall be deemed as
payment to the Seller and the Purchaser shall have no further obligation to pay such
amount to the Seller.
 11.6
    
    Territorial extension to UK
 11.6.1
    
    Within twenty (20) Business Days after receipt of an invoice from the Seller, the
Purchaser shall reimburse to the Seller any amount paid by the Seller with respect to
the Interests pursuant to any notice under paragraph 4 of schedule 15 of the Finance
Act 1973 received by the Seller after the Economic Date, to the extent that the income
which gave rise to such assessment was for work performed after the Economic Date and
provided further that the Seller has used reasonable
 37




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endeavours to establish the validity of the aforesaid notice. The Seller shall
indemnify and keep the Purchaser indemnified for any amount which the Purchaser
is required to pay pursuant to any notice issued under the aforesaid Act and
which related to work performed in respect of the Interests prior to the Economic
Date provided the Purchaser has used all reasonable endeavours to establish the
validity of such notice.11.6.2
    
    Within twenty (20) Business Days after receipt of invoices from the Purchaser, the
Seller shall reimburse to the Purchaser any amount paid by the Purchaser with respect
to the Interests pursuant to any notice under paragraph 4 of schedule 15 to the
Finance Act 1973 received by the Purchaser after the Economic Date, to the extent that
the income which gave rise to such assessment was for work performed prior to the
Economic Date and provided further that the Purchaser has used all reasonable
endeavours to establish the validity of the aforesaid notice. The Purchaser shall
indemnify the Seller for any amount which the Seller is required to pay pursuant to
any notice issued under the aforesaid Act and which related to work performed in
respect of the Interests on or after the Economic Date.
 12.
    
    Confidentiality12.1
    
    The existence of and the terms of this Agreement shall be held confidential by the Parties
and shall not be divulged in any way by a Party to any third party without the prior written
approval of the other Party provided that either Party may, without such approval, disclose
such terms to:
 12.1.1
    
    any outside professional consultants or advisers, upon obtaining a similar
undertaking of confidentiality (but excluding this proviso) from such consultants
and/or advisers;12.1.2
    
    any bank or financial institution from whom such Party is seeking or obtaining
finance, upon obtaining a similar undertaking of confidentiality (but excluding this
proviso) from such bank or institution;12.1.3
    
    the extent required by any applicable laws, the Licence, or the requirements of any
recognised stock exchange in compliance with its rules and regulations;12.1.4
    
    any Government agency lawfully requesting such information;12.1.5
    
    any Court of competent jurisdiction acting in pursuance of its powers;12.1.6
    
    any of its Affiliates who prior to disclosure are informed by the relevant Party of
the confidential nature of the terms of this Agreement and the relevant Party shall
procure that such Affiliate will observe the confidentiality of the terms of this
Agreement; or
 38




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12.1.7
    
    any Relevant Third Party but only to the extent required to allow the Condition
Precedent in Clause 2.2.1 to be satisfied.
 13.
    
    VariationThe terms and conditions of this Agreement shall only be varied by an agreement in writing
signed by each of the Parties and specifically referring to this Agreement.
 14.
    
    AssignmentNone of the rights or the obligations of a Party under this Agreement is assignable or
transferable without the prior written consent of the other Party, save that the Purchaser
is entitled to assign and transfer its rights (but not its obligations) in this Agreement
to an Affiliate of the Purchaser that has taken title to the Interests.15.
    
    General15.1
    
    If there is any conflict between the provisions of this Agreement and the provisions of the
Assignment Documents, the provisions of this Agreement shall prevail.15.2
    
    Without prejudice to the provisions of Clause 6.13, this Agreement shall remain in full force
and effect notwithstanding Completion.15.3
    
    No waiver by the Seller or the Purchaser of any breach of a provision of this Agreement shall
be binding unless made expressly and in writing and any such waiver shall relate only to the
matter to which it expressly relates and shall not apply to any subsequent or other matter.15.4
    
    This Agreement (together with the Assignment Documents) represents the entire understanding,
and constitutes the whole agreement in relation to its subject matter and, except in the case
of fraud, supersedes any previous agreement understanding, undertaking, representation,
warranty and arrangement of any nature between the Parties (or any of them) with respect
thereto.15.5
    
    This Agreement shall inure to the benefit of and be binding upon the respective successors
and permitted assigns of the Parties.15.6
    
    Any term or provision of this Agreement that is invalid or unenforceable in any situation in
any jurisdiction shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or provision in any
other situation or in any other jurisdiction.
 39




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15.7
    
    This Agreement may be executed in any number of counterparts and by the Parties on different
counterparts but shall not be effective until each Party has executed at least one (but not
necessarily the same) counterpart. Each counterpart shall constitute an original of this
Agreement but all counterparts together shall constitute one and the same agreement.16.
    
    Rights of Third PartiesSave for the indemnities and other provisions of Clause 6 which are expressed to be for the
benefit of the Sellers or the Purchasers Associated Parties, no term of this Agreement is
enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a
party to this Agreement, provided that in no way shall the foregoing operate to prevent or
restrict the enforcement of this Agreement by any Party for the benefit of an Affiliate of
such Party or any other third party. The Parties may by agreement rescind or vary any term
of, this Agreement without the consent of any of the Sellers or the Purchasers Associated
Parties.17.
    
    Governing LawThe construction validity and performance of this Agreement and all agreements executed
pursuant hereto shall be governed by English law and the Parties hereby irrevocably submit
to the exclusive jurisdiction of the English Courts.
 IN WITNESS
 SIGNED
 SHELL EP OFFSHORE VENTURES LIMITED
 /s/ Michael Smith
 SIGNED  ENDEAVOUR ENERGY UK LIMITED
 /s/ Carl Grenz
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Schedule 1
 The Licence, the Licensed Interest Documents
and other related information
 (1)
    
    LicenceUnited Kingdom Petroleum Production Licence number P.057 dated 31st December 1965(2)
    
    Licensees and Percentage Interests
 PercentageLicence and Block
    
    Licensee
    
    InterestP.057, Block 21/9
    
    Shell EP Offshore Ventures Limited
    
    
    30.00
    %Apache North Sea Limited
    
    
    70.00
    %
 (3)
    
    Licensed Interest Documents
 Doc Reference No
    
    Doc Title and DateEP01049-03
    
    Licence to Search and Bore for and get Petroleum in Blocks 21/9,
29/10, 23/26, 28/18 and 30/1 Licence No P057 between The Minister
of Power and BP Petroleum Developments Limited CopyEP01049-04
    
    Deed of Assignment of U.K. Production Licence No P057 between
Britoil Public Limited Company and BP Petroleum Development Limited
(Signed 21/12/90) CopyEP00983-59
    
    Assignment of Licence and Novation of Affected Petroleum Agreements
for P057 (Signed 13/07/04)EP00992-19
    
    P057 Deed of Licence Assignment (Signed 08/11/96)EP00992-20
    
    Deed of Interest Assignment Licence P.057 (Block 21/9 (part))
(Signed 08/11/96)EP00992-27
    
    P057 Deed of Licence Assignment (Signed 14/01/99)EP00992-28
    
    P057 Restated Trust Deed (Signed 14/01/99)EP00992-36
    
    P057 Deed of Novation of Restated Trust Deed (Signed 30/07/99)EP00992-37
    
    P057 Deed of Licence Assignment (Signed 20/09/99)EP00992-39
    
    P057 Deed of Licence Assignment (Signed 06/06/01)EP00992-40
    
    P057 Deed of Novation Restated Trust Deed (Signed 06/06/01)
 41




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Doc Reference No
    
    Doc Title and DateEP00992-41
    
    P057 Deed of Novation of Restated Trust Deed (Signed 06/06/01)EP00992-42
    
    P057 Deed of Licence Assignment (Signed 06/06/01)EP01001-98
    
    Execution Deed Licence P057 Related Trust Deed with respect to P057
Licence P363 Trust Deed Relating to Licence P363 (Signed 18/11/04)
Certified CopyEP01002-75
    
    Execution Deed for UK Petroleum Production Licence P057 (Signed
10/12/04) Certified CopyEP01003-56
    
    Execution Deed relating to Licence P057 (Signed 01/01/05) Certified
CopyEP01008-62
    
    Deed of Amendment and Novation iro Licence P057 Restated Trust Deed
(Signed 02/04/03)EP01008-67
    
    Deed of Assignment Licence P057 (Signed 02/04/03)EP01017-30
    
    Execution Deed iro Affected Petroleum Agreements for Licences P057
and P363 (Signed 17/01/06) Certified CopyEP01023-46
    
    Execution Deed re Affected Petroleum Agreements re United Kingdom
Petroleum Production Licence Nos P057 and P363 (Signed 21/12/06)EP01042-97
    
    Deed of Licence Assignment re UK Petroleum Production Licence P057
between Apache North Sea Ltd, BG International Ltd, BP Exploration
Operating Company Ltd, Chevron North Sea Ltd, GDF SUEZ E and P UK
Ltd, Maersk Oil North Sea UK Ltd, Shell EP Offshore Ventures Ltd,
Total E and P UK Ltd and the Secretary of State for Business
Enterprise and Regulatory Reform (Signed 27/04/09) Certified CopyEP01042-98
    
    Deed of Novation iro Trust Deed re UK Petroleum Production Licence
P057 between Apache North Sea Ltd, BG International Ltd, BP
Exploration Operating Company Ltd, Chevron North Sea Ltd, GDF SUEZ
E and P UK Ltd, Maersk Oil North Sea UK Ltd, Shell EP Offshore
Ventures Ltd and Total E and P UK Ltd (Signed 27/04/09) Certified
CopyEP01045-97
    
    Execution Deed iro the Affected Petroleum Agreements re the Erskine
Field between BP Exploration Operating Company Limited, BG North
Sea Holdings Limited, BG International Limited, Central North Sea
Fibre Telecommunications Limited and The Secretary of State for
Energy and Climate Change (Signed 31/08/09) Certified Copy (Shell
EP Offshore Ventures)EP01047-25
    
    Amendment to Restated Trust Deed dated 14/01/99 re UK Petroleum
Production Licence No P057 between BP Exploration Operating Company
Limited, Britoil PLC, Enterprise Oil Exploration Limited,
Enterprise Oil PLC, GDF Britain Limited, Texaco North Sea U.K.
Company, Texaco North Sea U.K. Limited, TotalFinaElf Exploration UK
Plc and Phillips Petroleum Company UK Limited (Signed 05/09/01)
Certified Copy
 42




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Doc Reference No
    
    Doc Title and DateEP01048-88
    
    Deed of Termination and Re-Statement of Trust Deed iro UK Petroleum
Production Licence Number P057 (Signed 02/06/10)EP01048-86
    
    Execution Deed relating to United Kingdom Petroleum Production
Licence P057 Block 30/1b South and United Kingdom Petroleum
Production Licence P363, Block 30/1c (Signed 02/06/10)EP00309-00
    
    Unit Operating Agreement Forties Field UK Continental Shelf
(effective date 01/01/84)EP00309-26
    
    Amendment to Forties Field Unit Operating Agreement (signed
15/03/95)EP00309-18
    
    Amendment to Unit Operating Agreement Forties Field (signed
10/08/92)EP00309-07
    
    Unit Operating Amendment Agreement (Forties Field) (signed 01/07/86)Certified Copy Extract (Earned Interest definition  part)
Farm-in Agreement iro Block 21/9 UK Petroleum Licence P057 and
Block 22/12a UK Petroleum Licence P077 (signed 21/12/95)EP01051-02
    
    Deed of Assignment of UK Production Licence P.057 (Signed 01/03/89)EP01051-00
    
    Deed of Assignment of UK Production Licence P.057 (Signed 18/11/92)EP01050-99
    
    Deed of Licence Assignment (Signed 20/04/95)EP01051-01
    
    Deed of Assignment iro UK Production Licence P.057 (Signed 14/01/99)EP01050-98
    
    Deed of Assignment of UK Production Licence P.057 (Signed 05/09/01)EP01050-97
    
    Deed of Assignment of UK Production Licence P.057 (Signed 09/05/02)
 43




---



##### 



Schedule 2
 
 Dated  2010
 (1) SHELL EP OFFSHORE VENTURES LIMITED
 (2) ENDEAVOUR ENERGY UK LIMITED
 
 INTEREST ASSIGNMENT IN RESPECT OF Licence P.057, Block 21/9
 
 44




---



##### 



THIS DEED
 BETWEEN:
 (1)
    
    SHELL EP OFFSHORE VENTURES LIMITED(formerly Enterprise Oil Exploration Limited), whose
registered office is situated at Shell Centre, London, SE1 7NA (Seller); and
 (2)
    
    ENDEAVOUR ENERGY UK LIMITEDwhose registered office is situated at 33rd Floor City
Point, One Ropemaker Street, London, EC2Y 9UE (Purchaser).
 WHEREAS:
 (A)
    
    The Seller and the Purchaser have agreed pursuant to an agreement dated [ ] (the
Agreement) that, inter alia, the Seller shall assign and transfer to the Purchaser the
Interests.
 (B)
    
    The Secretary of State for Energy and Climate Change has given all necessary approvals to
this Deed.
 NOW IT IS HEREBY AGREED:
 1.
    
    In this Deed, terms defined in the Agreement shall have the meaning ascribed thereto in the
Agreement.
 2.
    
    With effect on and from the date hereof, the Seller hereby assigns the Interests to the
Purchaser and the Purchaser hereby accepts the Interests.
 3.
    
    This Deed shall be governed by and construed in accordance with English law.
 IN WITNESS WHEREOF
 45




---



##### 



Schedule 3
 Interim and Final Completion Statement Formats
 STATEMENT OF SETTLEMENT BALANCES
 Clause/
    
    
    
    
    
    Amount
    
    
    Amount
    
    
    AmountDescription
    
    Schedule
    
    Amount £
    
    
    £
    
    
    $
    
    
    $Base ConsiderationPurchase Price
    
    Clause 3.1.1Time Value Adjustment
    
    Clause 3.13.1Interim Period AdjustmentCash Calls Adjustment
    
    Clause 3.5
    
    
    +/-
    
    
    
    
    
    
    
    +/-Other Cash Payments
Adjustment
    
    Clause 3.6
    
    
    +
    
    
    
    
    
    
    
    +Other Cash Receipts
Adjustment
    
    Clause 3.7
    
    
    -
    
    
    
    
    
    
    
    -Adjustment equivalent
to interest
    
    Clause 3.13.2
    
    
    +/-
    
    
    
    
    
    
    
    +/-Settlement Balances
    
    
    
    
    
    £
    
    
    
    
    
    
    
    $
 46




---



##### 



Schedule 4
 Work Programmes and Budgets
 APACHE NORTH SEA LTD
 DRAFT 2011 Budget
 Block 21/9 (non Forties)  Licence P057
 (All figures GBP 000s)
    
    
    
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalExploration & AppraisalFirm ItemsLicence Fees
    
    (206.1 sqkm x £290/sqkm)
    
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    60Tech & Admin
    
    
    
    
    
    
    150
    
    
    
    150
    
    
    
    75
    
    
    
    50
    
    
    
    425Total Firm Budget (to be approved)
    
    
    
    
    
    
    150
    
    
    
    150
    
    
    
    135
    
    
    
    50
    
    
    
    485Contingent Items0Site Surveys
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    300Wellbore Stability
Survey
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    300Exploration Well (dryhole & Logs)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    12,000
    
    
    
    22,000Exploration DST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    4,000Total Contingent
Budget
    
    
    
    
    
    
    0
    
    
    
    300
    
    
    
    10,300
    
    
    
    16,000
    
    
    
    26,600Total Exploration &
Appraisal
    
    
    
    
    
    
    150
    
    
    
    450
    
    
    
    10,435
    
    
    
    16,050
    
    
    
    27,085Total Number of Man Months
    
    Internal time charged at £171.00/hour
    
    
    5.38
    
    
    
    5.38
    
    
    
    2.69
    
    
    
    1.79
    
    
    
    0
 Partner share of Firm Budget
 (All figures GBP 000s)
    
    Interest
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalApache North Sea Ltd
    
    
    70
    %
    
    
    105
    
    
    
    105
    
    
    
    95
    
    
    
    35
    
    
    
    340Shell UK Ltd
    
    
    30
    %
    
    
    45
    
    
    
    45
    
    
    
    41
    
    
    
    15
    
    
    
    1460
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    00
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    100
    %
    
    
    150
    
    
    
    150
    
    
    
    135
    
    
    
    50
    
    
    
    485
 Apache North Sea LtdSignedDate
 47




---



##### 



Shell UK LtdSignedDate
 48




---



##### 



APACHE NORTH SEA LTD
 DRAFT 2011 Budget
 Block 21/9  Licence P057
 (All figures GBP 000s)
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    Total
    
    
    2012
    
    
    2013
    
    
    NotesExploration & Appraisal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    enter where applicable if multi year programmeFirm ItemsPrior Year ApprovedCurrent YearDrilling & Testing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    Wells Individually by ProspectSeismic G&G
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    Minor Studies & Specific projects itemisedLicence Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    Area x RateTech & Admin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    Supported by Time/Effort/RatePre-Development Work
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0Total Firm Budget (to be approved)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Contingent ItemsDrilling & Testing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0Seismic G&G
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    Statement indicating which budget items, if any, are contingent upon the outcome of other budget items such as the testing of production wellsLicence Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0Tech & Admin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0Pre-Development Work
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0Total Contingent Budget
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total Exploration & Appraisal
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total Number of Man Months
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 1




---



##### 



Partner share of Firm Budget
 (All figures GBP 000s)
    
    Interest
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    Total
    
    
    2012
    
    
    2013
    
    
    NotesApache North Sea Ltd
    
    
    70
    %
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Shell UK Ltd
    
    
    30
    %
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    100
    %
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 Apache North Sea Ltd
    
    Shell UK LtdSigned
    
    
    
    SignedDate
    
    
    
    Date
 Standard Oil Accounting Procedures (SOAP1)
          2




---



##### 



3




---



##### 



2010 Budget
  (All figures GBP 000s)
    
    
    
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalExploration, Appraisal & DevelopmentFirm ItemsLicence Fees
    
    (206.1 sqkm x £290/sqkm)
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    60Technical & Administration
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121
    
    
    
    121
    
    
    
    241Total Firm Budget (to be approved)
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    181
    
    
    
    121
    
    
    
    301Contingent ItemsMega-Merge Plus (with depth package) 3D seismic
    
    
    
    
    
    
    
    
    
    
    98
    
    
    
    
    
    
    
    
    
    
    
    980
    
    
    
    0Total Contingent Budget
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total Exploration & Appraisal
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    181
    
    
    
    121
    
    
    
    301
 Partner Share of Firm Budget
    
    Interest
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalApache North Sea Limited
    
    
    70.00
    %
    
    
    0
    
    
    
    0
    
    
    
    126
    
    
    
    84
    
    
    
    211Shell
    
    
    30.00
    %
    
    
    0
    
    
    
    0
    
    
    
    54
    
    
    
    36
    
    
    
    90Total
    
    
    100.00
    %
    
    
    0
    
    
    
    0
    
    
    
    181
    
    
    
    121
    
    
    
    301
  a) Internal time charged at
    
    £
    165.00
    
    
    per hourb) Time writing G&G made up as follows :
    
    
    
    
    
    
    
    
    
    timingSeismic interpretation
    
    
    110
    
    
    days
    
    
    Q3 - Q4Geological studies
    
    
    60
    
    
    days
    
    
    Q3 - Q4Engineering
    
    
    15
    
    
    days
    
    
    Q3 - Q4Economic modelling
    
    
    10
    
    
    days
    
    
    Q3 - Q4TOTAL
    
    
    195
    
    
    daysc) Mega-Merge Plus (with depth package) @
    
    £
    475.00
    
    
    each
    
    206.1km^2
 2010 Budget Agreed
 1




---



##### 



FIRM 2010
Budget
  (All figures GBP 000s)
    
    
    
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalExploration, Appraisal & DevelopmentFirm ItemsLicence Fees
    
    (46.92 sqkm x £290/sqkm)
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    14Technical & Administration
    
    
    
    
    
    
    54
    
    
    
    60
    
    
    
    0
    
    
    
    0
    
    
    
    114Seabed clearance survey
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    100Phoenix Appraisal well
    
    
    
    
    
    
    
    
    
    
    7,600
    
    
    
    
    
    
    
    
    
    
    
    7,600Total Firm Budget (to be approved)
    
    
    
    
    
    
    54
    
    
    
    7,760
    
    
    
    14
    
    
    
    0
    
    
    
    7,827Contingent ItemsSuccess case G&G
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    
    
    
    
    
    
    
    
    120Success case Res-Eng
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    12Success case Drilling Engineering
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    
    
    
    
    120Success case HSE
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    37Field Development Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    
    
    
    
    120Success case FEED
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    
    
    
    
    120Total Contingent Budget
    
    
    
    
    
    
    0
    
    
    
    120
    
    
    
    371
    
    
    
    37
    
    
    
    528Total Exploration & Appraisal
    
    
    
    
    
    
    54
    
    
    
    7,879
    
    
    
    384
    
    
    
    37
    
    
    
    8,355
 Partner Share of Firm Budget
    
    Interest
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalApache North Sea Limited
    
    
    80.00
    %
    
    
    43
    
    
    
    6,208
    
    
    
    11
    
    
    
    0
    
    
    
    6,262PetroSummit
    
    
    10.00
    %
    
    
    5
    
    
    
    776
    
    
    
    1
    
    
    
    0
    
    
    
    783OMV
    
    
    10.00
    %
    
    
    5
    
    
    
    776
    
    
    
    1
    
    
    
    0
    
    
    
    783Total
    
    
    100.00
    %
    
    
    54
    
    
    
    7,760
    
    
    
    14
    
    
    
    0
    
    
    
    7,827
  a) Internal time charged at
    
    £
    165.00
    
    
    per hourb) Time writing G&G made up as follows :
    
    
    
    
    
    
    
    
    
    timingG&G input to drilling plan (firm)
    
    
    10
    
    
    days
    
    
    Q1HSE (firm)
    
    
    5
    
    
    days
    
    
    Q1Engineering input to drilling plan (firm)
    
    
    30
    
    
    days
    
    
    Q1Post Well analysis; Dry hole (firm)
    
    
    10
    
    
    days
    
    
    Q2
 2




---



##### 



Geocellular Model build (contingent on success of Phoenix)
    
    
    50
    
    
    days
    
    
    Q2Simulation model and economics (contingent)
    
    
    50
    
    
    days
    
    
    Q2Drilling input to economics (firm)
    
    
    40
    
    
    days
    
    
    Q2Field development plan (contingent)
    
    
    100
    
    
    days
    
    
    Q3Review results with JV (contingent)
    
    
    10
    
    
    days
    
    
    Q3FEED (contingent)
    
    
    100
    
    
    days
    
    
    Q3Drilling planning (contingent)
    
    
    100
    
    
    days
    
    
    Q3HSE (contingent)
    
    
    30
    
    
    days
    
    
    Q4
 2010 Budget Agreed   Idemitsu E & P UK Ltd       OMV (UK) Limited       Apache North Sea Limited
 3




---



##### 



Alba Gate, Stoneywood Park, Stoneywood Road, Dyce Aberdeen, AB21 7DZ
Tel: 01224 756400 Fax: 01224 756481
3rd December, 2009
Johan Volker,
Shell (UK) Limited,
1 Altens Farm Road,
Nigg,
Aberdeen. AB12 3FY
Dear Johan
Re Licence P57  Block 21/9 (non Forties)
Thank you for approving the 2010 budget for Licence P57  Block 21/9.
Please sign and return the attached copy.
Thank you.
Yours sincerely,

(James Crowley)
Exploration Manager  Apache North Sea Limited
Our Ref: 0563/JC/ah


Registered in England No 04614761    Registered office 27/28 Eastcosta Street London W/W 80H 1




---



##### 



Meridian Equity Income Fund
2010 Budget
Block 21/9: (non-Forties)  Licence P.057


(All figures GBP 000s)           Q1     Q2     Q3     Q4     Total
Exploration, Appraisal & Development

Firm Items
Licence Fees   (206.1 sqkm x 290/sqkm)                     60               60
Technical & Administration                             121       121       241

Total Firm Budget (to be approved)             0       0       181       121       301


Contingent Items
Mega-Merge Plus (with depth package) 3D seismic                     98                       98
                                      0       0

Total Contingent Budget             0       0       0       0       0


Total Exploration & Appraisal             0       0       181       121       301




Partner Share of Firm Budget   Interest     Q1     Q2     Q3     Q4     Total
Apache North Sea Limited     70.00 %     0       0       126       84       211
Shell     30.00 %     0       0       54       36       90

Total     100.00 %     0       0       181       121       301


Notes:


a) Internal time charged at    165.00     per hour

b) Time writing G&G made up as follows:                   timing

Seismic Interpretation     110     days     Q3 - Q4
Geological studies     60     days     Q3 - Q4
Engineering     15     days     Q3 - Q4
Economic modelling     10     days     Q3 - Q4
TOTAL     195     days

c) Mega-Merge Plus (with depth package) @
   (assumes licencee of underlying data)    475.00     each   206.1 km^2

2010 Budget Agreed

Shell UK (Limited

Signed

Date 07 Dec. 09

Apache North Sea Limited

Signed

Date 3/12/09 1