EX-10.2






Exhibit 10.2




Dated 26th May 2006




(1) TALISMAN EXPRO LIMITED




(2) PALADIN RESOURCES (MONTROSE) LIMITED




HIVE-OUT AGREEMENT

in respect of interests in Tunisia




CMS Cameron McKenna LLP




Mitre House

North Silver Street

Aberdeen AB10 1RJ




T +44(0)1224 622002




F +44(0)1224 622066




Ref: NW/SMLR/0Z6417.00139




1




Table of Contents





	1.	 	Definitions and interpretation	 






	2.	 	Sale and Purchase of the Interests	 






	3.	 	Consideration	 






	4.	 	Completion	 






	5.	 	Post Completion	 






	6.	 	Indemnities	 






	7.	 	No Warranty	 






	8.	 	Confidentiality and Announcements	 






	9.	 	Costs and Expenses	 






	10.	 	Further Assurance	 






	11.	 	Variation	 






	12.	 	Severance	 






	13.	 	Assignment	 






	14.	 	General	 






	15.	 	Rights of Third Parties	 






	16.	 	Governing law	 






	 	 	Schedule 1 Interests – Part 1	 






	 	 	Schedule 2 Working Capital	 





2




THIS AGREEMENT is made the 26th day of May 2006



BETWEEN




	(1)	 	TALISMAN EXPRO LIMITED, a company incorporated in England and Wales (registered number
3518803) whose registered office is at 20-22 Bedford Row, London WC1R 4JS (the “Seller”); and






	(2)	 	PALADIN RESOURCES (MONTROSE) LIMITED, a company incorporated in England and Wales (registered
number 05247439) whose registered office is 20-22 Bedford Row, London WC1R 4JS (the
“Purchaser”).





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



NOW THEREFORE IT IS HEREBY AGREED as follows:




	1.	 	Definitions and interpretation






Definitions




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






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




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




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




“Assignment Documents” means the assignment and novation agreements in respect of the
Interests Documents together with any other documents the Seller (acting reasonably)
considers necessary to effect the assignment and transfer of the Interests to the
Purchaser (or to such Affiliate of the Purchaser as the Purchaser may direct) and to
release the Seller and its Affiliates from contractual liability to the Relevant Third
Parties and any other third parties with respect to the Interests, and shall include any
documents the Seller (acting reasonably) considers necessary to effect the transfer of
operatorship to the Purchaser or one of its Affiliates;




“Backstop Date” has the meaning given in Clause 2.3;




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




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




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




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




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




“Confidential Information” has the meaning given in Clause 8.1;




“Consideration” has the meaning given in Clause 3.1;




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




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




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




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




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






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






(c) worker or public health and safety,




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




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




“Field” means a hydrocarbon accumulation which forms part of the Interests as
referred to in Schedule 1;




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




“Field Group” means the parties to a JOA;




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




“Indemnified Party” has the meaning given in Clause 6.6.1;




“Indemnifying Party” has the meaning given in Clause 6.6.1;




“Interests” means




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






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






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






	 	(d)	 	the Seller’s entire interest in the Data; and






	 	(e)	 	all other assets of the Seller in the state of Tunisia or the continental
shelf pertaining thereto,






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




“Interests Documents” means those documents listed as such in Schedule 1 which relate
to each part of the Interests;




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




“Licence” means each or any of the licences, permits and concessions of which details
are set out in Schedule 1;




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




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




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




“Pipeline Operator” means the entity appointed operator in relation to a Pipeline
System, as identified in Schedule 1;




“Pipeline System” means a pipeline system through which production from a Field or
Fields is transported and which is identified and described in Schedule 1;




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




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




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




“Third Party” has the meaning given in Clause 6.6.1;




“Third Party Claim” has the meaning given in Clause 6.6.1;




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




“VAT” or “Value Added Tax” means value added tax as charged under the Value Added Tax
Act 1994 or such equivalent tax in Tunisia; and




“Working Capital Adjustment” means the adjustment described in Clause 3.2.




Interpretation




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






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






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






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






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






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






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






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






	2.	 	Sale and Purchase of the Interests






	2.1	 	Subject to the terms of this Agreement, the Seller hereby agrees to transfer to the Purchaser
and the Purchaser hereby agrees to acquire from the Seller the Interests.






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






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






	 	2.2.2	 	any Tunisian governmental consent required (if any) to the assignment of
the Licences (and to any transfer of operatorship) being obtained in form and
substance reasonably acceptable to the Seller and the Purchaser; and






	 	2.2.3	 	such other actions as the Purchaser, acting reasonably, may require to
transfer the Interests to it.






	2.3	 	The Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions
Precedent as soon as practicable and in any event by 30 November 2006 (or such later date as
the Seller and the Purchaser may agree in writing) (the “Backstop Date”). If the Conditions
Precedent are not satisfied or waived on or before the Backstop Date then this Agreement shall
automatically terminate without liability to either the Seller or the Purchaser in respect of
any such termination, save in respect of any prior breach of this Agreement.






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






	2.5	 	Neither the Purchaser nor the Seller shall be obliged to complete the purchase of any of the
assets comprising the Interests unless the sale of all of the assets comprising the Interests
are completed simultaneously.






	3.	 	Consideration






	3.1	 	The consideration for the transfer of the Interests shall be the payment by the Purchaser to
the Seller of a sum determined on the Completion Date by the Seller to be an amount equal to
the market value of the Interests at the Completion Date, exclusive of VAT and notified to the
Purchaser (the “Consideration”), as adjusted pursuant to Clause 3.2.






	3.2	 	The Working Capital Adjustment in respect of each of the Interests, which if positive, shall
increase the Consideration, and if negative, shall reduce the Consideration, shall be the
aggregate of the working capital balances calculated in respect of each of the categories
listed in Part B of Schedule 2 as at the Completion Date by reference to the statement
provided by the Licence Operator and otherwise in accordance with Schedule 2.






	3.3	 	The Seller shall calculate the Working Capital Adjustment at a date prior to Completion and
payment of such amount thereof by the Purchaser at Completion shall be in full and final
settlement therefor.






	4.	 	Completion






	4.1	 	Completion under this Agreement shall take place at the offices of the Seller at a time
agreed by the Parties.





	 	 	 	 	 	 	 
	4.2	 	On the Completion Date all but not part of the following business shall be transacted:
	 
	 	 	 	 	 	 
	
 
	 	 	4.2.1	 	 	The Purchaser shall:







pay to the Seller, or pay in accordance with a direction from an
Affiliate to an Affiliate, the Consideration as increased or decreased
by the Working Capital Adjustment;




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




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 legal manager of the Purchaser, of (i) a
resolution of the board of directors of the Purchaser authorising its
entry into the transactions contemplated by this Agreement; and, if
relevant, (ii) a Power of Attorney authorising a person or persons to
sign this Agreement and the Assignment Documents on behalf of the
Purchaser;




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




perform such other actions and execute such other documents as may be
required to transfer the Interests to it.




	 	4.2.2	 	The Seller shall, after confirmation of receipt of the amounts payable
under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered
prior to Completion):






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




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




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




perform such other actions and execute such other documents as the
Purchaser may reasonably require, to transfer the Interests to the
Purchaser.




	 	4.2.3	 	Title to the Interests shall pass from the Seller to the Purchaser upon
Completion.






	5.	 	Post Completion






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






	6.	 	Indemnities






	6.1	 	The Purchaser shall be liable for Obligations in respect of the Interests irrespective of
when such Obligations are or were incurred and the Purchaser shall be entitled to all Benefits
in respect of the Interests irrespective of when such Benefits accrue or accrued.






	6.2	 	Save to the extent that account is taken thereof in the Working Capital Adjustment,






	 	6.2.1	 	if any Obligations in relation to the Interests are incurred by the Seller
after the Completion Date, the Purchaser shall reimburse and indemnify the Seller in
respect thereof; and






	 	6.2.2	 	if any Benefits in relation to the Interests are received by the Seller
after the Completion Date, the Seller shall account to and reimburse the Purchaser in
respect thereof.






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






	6.4	 	The rights and obligations in this Clause 6 shall not come into effect unless and until
Completion takes place.






	6.5	 	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 in
relation to the Interests, 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 appropriate).






	 	 	6.6






	 	6.6.1	 	Under this Clause 6, if any Person not a party to this Agreement (a “Third
Party”) shall notify a Party (the “Indemnified Party”) with respect to any claim that
the Third Party intends to bring or has brought (a “Third Party Claim”) against the
Indemnified Party and which gives rise or would give rise to a claim for
indemnification against the other Party (the “Indemnifying Party”), then the
Indemnified Party shall promptly (and in any event within ten (10) Business Days
after receiving notice of the Third Party Claim) notify the Indemnifying Party
thereof in writing, giving reasonably detailed particulars of the Third Party Claim.






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






	 	6.6.3	 	Unless and until an Indemnifying Party assumes the defence of the Third
Party Claim as provided in Clause 6.6.2, the Indemnified Party may defend against the
Third Party Claim in any manner it reasonably deems appropriate at the cost of the
Indemnifying Party.






	 	6.6.4	 	Notwithstanding Clause 6.6.3, in no event will the Indemnified Party
consent to the entry of any judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the Indemnifying Party (not to
be withheld or delayed unreasonably).






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






	6.7	 	In this Clause 6, “indemnity” means indemnity on an after tax basis. Such indemnity payments
shall be treated as an adjustment to the Consideration. On “an after tax basis” for the
purposes of this Clause 6.7 shall mean that in calculating the amount of an indemnity there
shall be taken into account:






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






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






	6.8	 	The ascertainment of all Obligations and Benefits in relation to the Interests under this
Clause 6 will be calculated on an Accruals Basis.






	7.	 	No Warranty






	7.1	 	The Purchaser shall accept without enquiry, requisition or objection such title as the Seller
may have to the Interests. The Interests are sold without any warranty or representation by
the Seller whether as to title or any other matter whatsoever.






	7.2	 	The Purchaser acknowledges that it has not relied on any representation or warranty (written
or verbal) in entering into this Agreement and the Seller neither makes any representation nor
gives any warranty in relation to the Interests and the Purchaser affirms and acknowledges
that it has made its own independent assessment and evaluation of the matters covered by this
Agreement and shall have no claim against the Seller relating hereto.






	8.	 	Confidentiality and Announcements






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






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






	 	8.1.2	 	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;






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






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






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






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






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






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






	9.	 	Costs and Expenses






	9.1	 	Save as stated in Clauses 6.6 and 9.2, the Seller and the Purchaser shall each pay its and
its Affiliates’ own costs, expenses, duties and Taxation, except as otherwise expressly agreed
in writing, in relation to the preparation and execution of this Agreement, the documents
contemplated hereby or executed pursuant hereto and any transactions contemplated by this
Agreement.






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






	10.	 	Further Assurance






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.




	11.	 	Variation






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




	12.	 	Severance






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




	13.	 	Assignment






	13.1	 	The Purchaser may assign its rights and obligations under this Agreement to an Affiliate,
without the consent of the Seller.






	13.2	 	Subject to Clause 13.1, none of the rights or obligations of a Party under this Agreement are
assignable without the prior written consent of the other Party.






	14.	 	General






	14.1	 	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.






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






	14.3	 	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.






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






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






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






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






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






	15.	 	Rights of Third Parties






	15.1	 	The Seller’s Affiliates shall be entitled to enforce the rights and benefits created in their
favour in this Agreement against the Parties in accordance with the Contracts (Rights of Third
Parties) Act 1999. Save as provided above, the operation of the Contracts (Rights of Third
Parties) Act 1999 is hereby excluded. The Parties may amend, vary or terminate this Agreement
in such a way as may affect any rights or benefits of any Seller’s Affiliate which are
directly enforceable against the Parties under the Contracts (Rights of Third Parties) Act
1999 without the consent of such Seller’s Affiliate. Any Seller’s Affiliate entitled pursuant
to the Contracts (Rights of Third Parties) Act 1999 to enforce any rights or benefits
conferred on it by this Agreement may not veto any amendment, variation or termination of this
Agreement which is proposed by the Parties and which may affect the rights or benefits of any
such Seller’s Affiliate.






	16.	 	Governing law






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





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



Schedule 1




Interests – Part 1




Licenses and other related information




Part A 



Borj El Khadra Permit




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





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Area	 	Co-venturers	 	Interest
	Borj El Khadra
	 	Pioneer Natural
	 	 	 	 
	 
	 	Resources Tunisia
	 	 	 	 
	 
	 	Ltd.
	 	 	 	 
	 
	 	AGIPTunisia B.V.
	 	 	 	 
	 
	 	Lasmo Tunisia B.V.
	 	 	 	 
	 
	 	Talisman Expro Limited
	 	 	10	%
	 
	 	 	 	 	 	 	 	 







	(b)	 	Operator – AGIP Tunisia B.V.






	(c)	 	JOA – International Operating Agreement covering Borj El Khadra Block – Tunisia, effective
date 1 September 1997






	(d)	 	Interests Documents — See Part 2





Part B



Adam Concession




	 	 	Area/ Co-venturers /Seller’s Percentage Interest





	 	 	 	 	 	 	 	 	 
	Area	 	Co-venturers	 	Seller’s Percentage Interest
	Adam
	 	Talisman Expro Limited
	 	 	100	%
	 
	 	 	 	 	 	 	 	 







	(b)	 	Interests Documents — See Part 2





Interests – Part 2




Part A 



	 	 	 	 	 	 	 
	 	 	Date	 	Parties	 	Type of Document
	1.

	 	September 22, 1990
	 	Permit Agreement

between the State

of Tunisia, and

L’Enterprise

Tunisienne (“ETAP”)

and Elf Aquitaine

Tunisie

(“EAT”/”EHT”))
	 	











Permit and

Specifications
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	2.

	 	September 22, 1990
	 	Permit Agreement

between the

Enterprise

Tunisienne

D’Activites

Petrolieres

(“ETAP”), and Elf

Aquitaine Tunisie

(“EAT”/”EHT”))
	 	





Contract of

Association and

Appendices

(amended February

10, 2004-document in

French)
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	3.

	 	Extension letters

June 5, 2002

May 27, 2003

November 5, 2004
	 	





”
	 	





”
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	4.

	 	September 22, 1990
	 	L’Enterprise

Tunisienne (“ETAP”)

and Elf Aquitaine

Tunisie

(“EAT”/”EHT”))
	 	







Partnership Agreement
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	5.

	 	August 15, 1991
	 	ETAP, EAT, and

Phillips Petroleum

Company Tunisia
	 	Rider No.1 to

Partnership

Agreement
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	6.

	 	(Consecutive to)

August 15, 1991
	 	ETAP, Phillips
	 	Rider No.2 to

Partnership

Agreement (of

February 12)
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	7.

	 	May 15, 1997
	 	 	 	Govt approval of

transfer of all of

EHT’s interest (25%)

to Phillips
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	8.

	 	September 1, 1997
	 	Phillips Petroleum

Company Tunisia,

Lasmo Tunisia B.V.

and Union Texas

Maghreb, Inc.
	 	





International

Operating Agreement
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	9.

	 	December 26, 1997
	 	Government of

Tunisia, Enterprise

Tunisienne

D’Activites

Petrolieres

(“ETAP”), Phillips

Petroleum Company

Tunisia, Lasmo

Tunisia B.V. and

Union Texas

Maghreb, Inc.
	 	















Modification No. 1

to Agreement of

September 22, 1990
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	10.

	 	September 20, 2000
	 	Lasmo Tunisia B.V.

and Paladin Expro

Limited
	 	Farm-in re

Borj-El-Khadra

License
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	11.

	 	December 1, 2000
	 	*****
	 	Sale and Purchase

Agreement
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	12.

	 	September 17, 2001

(effective re

transfer of Paladin

Interest on

September 20, 2000)
	 	Lasmo Tunisia B.V.,

Gulf Canada Tunisia

Ltd.. Lasmo

Petroleum Company

Tunisia and Paladin

Expro Limited
	 	





Novation and

Amendment of

Operating Agreement
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	13.

	 	February 5, 2002
	 	****
	 	Sale and Purchase

Agreement
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	14.

	 	May 8, 2002
	 	****
	 	

	 

	 	 
	 	 
	 	

	 
	 	 	 	 	 	 
	15.

	 	June 17, 2002
	 	LPCT, AGIP Tunisia

B.V., Gulf Canada

Tunisia Ltd., Lasmo

Tunisia B.V.,

Paladin Expro

Limited
	 	







Novation and

Amendment Agreement
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	16.

	 	June 18, 2002
	 	AGIP Tunisia B.V.,

Pioneer Natural

Resources Tunisia

Ltd., Gulf Canada

Tunisia Ltd., Lasmo

Tunisia B.V.,

Paladin Expro

Limited
	 	











Novation and

Amendment Agreement
	 

	 	 
	 	 
	 	 






Part B



	 	 	 	 	 	 	 
	 	 	Date	 	Parties	 	Type of Document
	1.	 	May 22, 2003	 	Letter Granting Concession	 	 
	 	 	 	 	Letter amending letter	 	 
	 	 	 	 	agreement of April 8,	 	 
	2.	 	May 27, 2003	 	2003	 	 
	3.

	 	February 2, 2004
	 	Societe Mediterraneenne

De Trading (“SMT”)(Buyer)

and Paladin Expro Limited

(Seller)
	 	Zarzaitine Crude

Oil Term Agreement

and

Guaranty of SMT
	 

	 	 
	 	 
	 	 






Schedule 2




Working Capital




Part A




	1.	 	Pursuant to Clause 3.2 of this Agreement, the working capital balance for each of the
Interests shall be determined in accordance with the provisions of this Schedule, by:






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






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






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






	2.	 	Elements






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






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




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




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




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




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




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




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




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




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




	3.	 	Valuation of certain elements






For all elements of working capital, other than Overlift and Underlift, the figures shall
be derived from the statements provided by the Licence Operator (Joint Venture Billings).




	4.	 	Valuation of Overlift and Underlift for Crude Oil






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




	5.	 	Valuation of Overlift and Underlift for NGL Products






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




	6.	 	Valuation of Overlift and Underlift for Gas Products






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




	7.	 	Currency






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



Part B




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



Exhibit




Form of Working Capital Statement




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	100%	 	 	 	 
	 	 	Joint Venture	 	Interest	 	 
	Interest	 	£	 	%	 	Interest Share £
	 	 	-	 	-	 	 	 	 
	As per Joint Venture Billings	 	 	 	 	 	 	 	 	 	 	 	 
	Cash
	 	 	 	 	 	 	 	 	 	 	 	 
	VAT receivable/payable
	 	 	 	 	 	 	 	 	 	 	 	 
	Other Assets
	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory
	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory Provisions
	 	 	 	 	 	 	 	 	 	 	 	 
	Accruals
	 	 	 	 	 	 	 	 	 	 	 	 
	Other Liabilities
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	0	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	As per terminal accounts
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL WORKING CAPITAL
	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






3




	 	 	 	 	 
	SIGNED for and on behalf of
	 	 	)	 
	TALISMAN EXPRO LIMITED
	 	) /s/ Jacquelynn F. Craw






	 	 	 
	

SIGNED by                                             )
PALADIN RESOURCES (MONTROSE) LIMITED                  )  /s/ Louise Cowie
acting by its duly authorized attorney Louise Cowie
SIGNED by	 	)
	PALADIN RESOURCES (MONTROSE) LIMITED	 	) /s/ Louise Cowie
	acting by its duly authorized attorney Louise Cowie






4