EX-10.1






Exhibit 10.1




Dated 26th May 2006




(1) TALISMAN ENERGY (UK) LIMITED




(2) TALISMAN ENERGY ALPHA LIMITED




(3) TALISMAN NORTH SEA LIMITED




(4) TALISMAN OIL TRADING LIMITED




(5) TALISMAN EXPRO LIMITED




HIVE-IN AGREEMENT




in respect of interests in United Kingdom Continental Shelf Petroleum Production

Licence Nos.

P.218, P.588, P.140, P.226, P.339 and P.213




CMS Cameron McKenna LLP




Mitre House

North Silver Street

Aberdeen AB10 1RJ




T +44(0)1224 622002




F +44(0)1224 622066




Ref: SMLR/0Z6417.00139






1






Table of Contents





	1.	 	Definitions and interpretation	 






	2.	 	Sale and Purchase of the Interests	 






	3.	 	Consideration	 






	4.	 	Interim Period	 






	5.	 	Completion	 






	6.	 	Post Completion	 






	7.	 	Indemnities	 






	8.	 	Warranties	 






	9.	 	Confidentiality and Announcements	 






	10.	 	Notices	 






	11.	 	Costs and Expenses	 






	12.	 	Taxation	 






	13.	 	[Not Used]	 






	14.	 	Further Assurance	 






	15.	 	Variation	 






	16.	 	Severance	 






	17.	 	Assignment	 






	18.	 	General	 






	19.	 	Rights of Third Parties	 






	20.	 	Governing law	 






	 	 	Schedule 1 Interests – Part 1	 






	 	 	Schedule 1 Interests – Part 2	 






	 	 	Schedule 2 Allocation of Final Consideration	 






	 	 	Schedule 3 Working Capital	 






	 	 	Schedule 4 Interim and Final Completion Statement Formats	 






	 	 	Schedule 5 Seller’s Warranties	 






	 	 	Schedule 6 Purchaser’s Warranties	 





2




THIS AGREEMENT is made the 26th day of May 2006



BETWEEN




	(1)	 	TALISMAN ENERGY (UK) LIMITED, a company incorporated in England and Wales (registered number
00825828) whose registered office is at 20-22 Bedford Row, London WC1R 4JS (“TEUK”);






	(2)	 	TALISMAN ENERGY ALPHA LIMITED, a company incorporated in England and Wales (registered number
04796268) whose registered office is at 20-22 Bedford Row, London WC1R 4JS (“TEAL”);






	(3)	 	TALISMAN NORTH SEA LIMITED, a company incorporated in England and Wales (registered number
01061863) whose registered office is at 20-22 Bedford Row, London WC1R 4JS (“TNSL”);






	(4)	 	TALISMAN OIL TRADING LIMITED, a company incorporated in England and Wales (registered number
02307374) whose registered office is at 20-22 Bedford Row, London WC1R 4JS (“TOTL”);






(each a “Seller” and together the “Sellers”); and




	(5)	 	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 “Purchaser”).





WHEREAS the Sellers wish 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;




“Adjustment” means any or all (as the context may require) of the Working Capital
Adjustment, the Cash Calls Adjustment, the NPR Adjustment, the Petroleum Sales Adjustment
and the Interim Period Adjustment together with such amounts (if any) equivalent to
interest payable in accordance with Clause 3.16;




“Adjustment Clauses” has the meaning given in Clause 3.5.1;




“AFE” means an authorisation for expenditure pursuant to an agreement relating to the
Interests;




“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;




“Agreed Rate” means one (1) percentage point above LIBOR;




“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, which shall (to the extent appropriate) be executed as execution
deeds in accordance with the Master Deed issued by UKOOA and dated 28 April 2003 together
with any other documents the Sellers (acting reasonably) consider necessary to effect the
assignment and transfer of the Interests to the Purchaser and to release the Sellers and
their respective Affiliates from contractual liability to the Relevant Third Parties and
any other third parties with respect to the Interests;




“Backstop Date” has the meaning given in Clause 2.4;




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




“Block” means a licence block on the United Kingdom Continental Shelf;




“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;




“Cash Calls Adjustment” has the meaning given in Clause 3.7;




“Chargeable Period” means a period of six months ending at the end of June or
December as applicable;




“Claim Threshold” has the meaning given in Clause 8.7.2;




“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 9.1;




“Consideration” has the meaning given in Clause 3.1;




“CT” or “Corporation Tax” means corporation tax as charged under the Income and
Corporation Taxes Act 1988 (as amended) including, unless otherwise expressly stated, the
supplementary charge in respect of ring fence trades under section 501A Income and
Corporation Taxes Act 1988;




“Data” means all data in the possession of the Sellers relating directly to the
Interests and forming part of the property jointly owned by the Sellers 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 relevant 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;




“Default Rate” means three (3) percentage points above LIBOR;




“Disclosure Letter” means the letter of even date herewith delivered to the Purchaser
by the Sellers which sets out certain disclosures against the Warranties;




“Dollars” or “$” means the lawful currency for the time being of the United States of
America;




“Economic Date” means 00:01 hours (London time) on 1 January 2006;




“Encumbrances” means all liens, charges (fixed or floating), security interests,
pledges, options, net profit interests, rights of pre-emption, mortgages and other third
party rights;




“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 United Kingdom and European Union 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 an oil field referred to at Part A, Part B, Part D, Part G, Part I and
Part J of Part 1 of Schedule 1;




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




“Field Group” means the parties to a JOA;




“Final Completion Statement” has the meaning given in Clause 3.13;




“Final Consideration” has the meaning given in Clause 3.4;




“Government” means the government of the United Kingdom;




“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;




“HMRC” means Her Majesty’s Revenue and Customs;




“Indemnified Party” has the meaning given in Clause 7.9.1;




“Indemnifying Party” has the meaning given in Clause 7.9.1;




“Interests” means




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






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






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






	 	(d)	 	the relevant Seller’s entire interest in the Data






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
produced under the Licences on and after the Economic Date and (subject to Clauses 3.9 and
12) to receive the gross proceeds from the sale or other disposition thereof; (ii) a
consequent share of the relevant 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 or, where the context so requires, any one or more of such
documents;




“Interim Completion Statement” has the meaning given in Clause 3.11;




“Interim Period” means the period from and including the Economic Date up to and
including the Completion Date;




“Interim Period Adjustment” has the meaning given in Clause 3.10;




IVRRH Assets” has the meaning given in Clause 2.5;




“IVRRH JOA” means the JOA in respect of the Ivanhoe, Rob Roy and Hamish Fields as set
out in Parts A and B of Schedule 1, Part 1;




“IVRRH Licences” means Licences P.218 and P.588, as set out in Parts A and B of
Schedule 1, Part 1;




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




“LIBOR” means the one month London inter-bank offered rate for Dollars as published
electronically on Reuters as the official quotation at closing (last trade) London time on
the relevant day of the relevant period in respect of which interest (or an amount
equivalent thereto) is to be calculated, or the next day thereafter for which a rate is so
published;




“Licence” means each or any of the licences of which details are set out in Part 1 of
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 Part 1
of Schedule 1;




“Natural Gas” means any hydrocarbons or mixture of hydrocarbons and other gases
transported in a gaseous state;




“Notification Date” means the date on which the last of the Conditions Precedent has
been fulfilled or waived;




“Notional CT” means an amount calculated in accordance with the principles of corporation
tax as defined in Income and Corporation Taxes Act 1988 (“ICTA88”) including supplementary
charge in accordance with sections 501A to 501B ICTA88 arising in respect of profits from
ring fence trades in accordance with section 502 ICTA88. Provided that any changes in the
statutory rate of corporation tax and/or supplementary charge applicable after the
Economic Date shall require the basic rate of 30% and/or the percentage in section 501A
ICTA 1988 to be amended for the purposes of this Agreement to reflect the amended rate(s);




“NPR Adjustment” (being the Adjustment in respect of non-Petroleum receipts) has the
meaning given in Clause 3.8;




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




“Operator” means a Licence Operator;




“Person” means any person, company, consortium, association, entity, Government,
Government Entity, or any agency or subdivision of the Government;




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




“Petroleum” shall have the meaning given in the Licences;




“Petroleum Sales Adjustment” has the meaning given in Clause 3.9;




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




“PRT” or “Petroleum Revenue Tax” means petroleum revenue tax charged under the Oil
Taxation Act 1975;




“Relevant Claim” means:




	 	(a)	 	any claim by the Purchaser against the Sellers for breach of the
Warranties; and/or






	 	(b)	 	any other claim whether by law, in contract, tort, delict or otherwise
against the Sellers arising out of any of the other provisions of this Agreement or
matters the subject hereof;






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




“Representations” has the meaning given in Clause 8.5;




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




“Secretary” means the Secretary of State for Trade and Industry of Her Majesty’s
Government of the United Kingdom and any successor in relevant function in relation to the
Licences;




“Taxation” means all forms of taxation, duties, levies, imposts, charges and
withholdings, direct or indirect, created or imposed as a form of taxation by any taxing,
fiscal or other appropriate authority of the United Kingdom or any other relevant
jurisdiction and (without prejudice to the generality of the foregoing) includes:




	 	(a)	 	corporation tax, the supplementary charge, capital gains tax, PRT, royalty,
inheritance tax, value added tax, customs and other import or export duties, excise
duties, stamp duty land tax, social security 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);






“Tax Authority” means any revenue, customs or fiscal, governmental, state, community,
municipal or regional authority or Person competent to impose, administer or collect any
Taxation;




“Third Party” has the meaning given in Clause 7.9.1;




“Third Party Claim” has the meaning given in Clause 7.9.1;




“Traded Data” means, with respect to a Block comprised within the Interests, data
which relates to an area outside such Block and which has been acquired by trade, purchase
or otherwise by and on behalf of a Seller (either alone or in conjunction with third
parties) from a third party or parties, and/or data which relates to such a Block 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;




“Transfer Period” means the Chargeable Period during which Completion takes place;




“UKOOA” means the UK Offshore Operators Association;




“VAT” or “Value Added Tax” means value added tax as charged under the Value Added Tax
Act 1994;




“Warranties” means the warranties given by the Sellers to the Purchaser set out in
Schedule 5; and




“Working Capital Adjustment” has the meaning given in Clause 3.6.




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.






	1.10	 	Reference to any document as being “in the agreed form” shall mean that it is in the form
agreed between the Sellers and the Purchaser and signed for the purposes of identification by
or on behalf of the Sellers and the Purchaser before the execution of this Agreement.






	1.11	 	The obligations of the Sellers under this Agreement shall be joint and several.






	2.	 	Sale and Purchase of the Interests






	2.1	 	Subject to the terms of this Agreement, each Seller hereby agrees to transfer to the
Purchaser and the Purchaser hereby agrees to acquire from the Sellers the Interests with full
title guarantee and free from all Encumbrances (subject to the terms of the Interest
Documents).






	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 Sellers to the
Purchaser of the Interests being obtained (including the waiver, non-exercise or
expiry of any pre-emption rights), in form and substance reasonably acceptable to the
Sellers and the Purchaser, and the execution of the Assignment Documents by such
Relevant Third Parties (other than the Secretary); and






	 	2.2.2	 	the Secretary’s consent to the assignment of the Licences being obtained;
in form and substance reasonably acceptable to the Sellers and the Purchaser.






	2.3	 	The Purchaser shall provide and/or procure the provision of such parent company guarantee
and/or alternative security as may be required by:






	 	2.3.1	 	the Secretary, in order to obtain fulfilment of the Conditions Precedent;
and






	 	2.3.2	 	the parties (or any of them) to any Interests Document(s) in order to
obtain the release of the Sellers from their obligations thereunder.






Each Party shall, and shall procure that each of its Affiliates shall, use reasonable
endeavours to procure the satisfaction of the Conditions Precedent including the execution
of all such other documents, acts and things as may be reasonably required in order to
satisfy the Conditions Precedent.




	2.4	 	Without prejudice to the provisions of Clause 2.6, 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 Sellers may agree in writing) (the
“Backstop Date”).






	2.5	 	In the event that either (i) any of the Conditions Precedent set out in Clause 2.2 have not
been fulfilled or waived or (ii) a Relevant Third Party is entitled to require a reassignment
to the Seller in the event that the Purchaser ceases to be an affiliate of the Seller and has
not waived or has been deemed not to have waived such rights in each case by 15 November 2006
(or such later date as the Parties may agree) in respect of the IVRRH JOA, then the IVRRH
Licences and the IVRRH JOA and its related agreements, Field Facilities and Data (“IVRRH
Assets”) shall cease to be part of the Interests for the purpose of this Agreement and this
Agreement shall be deemed amended accordingly. In such event, the Parties shall be freed and
discharged from all liability with respect thereto under this Agreement (save in respect of
any breach of Clause 2.3) and all right title and interest thereto shall remain with the
relevant Seller. On the IVRRH Assets ceasing to form part of the Interests under this Clause
2.5, the Consideration shall be reduced by the amount allocated to the IVRRH Assets and
associated Plant and Machinery Allowance in Schedule 2 and the amount of Working Capital
Adjustment shall be determined without reference to the IVRRH Assets.






	2.6	 	If the Conditions Precedent are not satisfied or waived on or before the Backstop Date except
as provided in Clause 2.5 then, subject to Clause 9.3, this Agreement shall automatically
terminate without liability to either the Sellers or the Purchaser in respect of any such
termination, save in respect of any prior breach of this Agreement.






	2.7	 	Each Party shall promptly provide to the other Parties all such information and documentation
concerning that Party as may be necessary to enable the other Parties to prepare and submit
all necessary filings required by the Government in connection with the transaction
contemplated by this Agreement and otherwise to satisfy the Conditions Precedent.






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






	2.9	 	Subject to Clause 2.5, neither the Purchaser nor the Sellers 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 Sellers of the sum of one hundred and thirty five million Dollars ($ 135,000,000) (the
“Consideration”) as adjusted pursuant to this Agreement.






	3.2	 	[Not Used]






	3.3	 	Subject to Clause 12, the Final Consideration shall be allocated as set out in Schedule 2.
The Sellers and the Purchaser agree that the said allocation is a just and reasonable
apportionment of the Final Consideration.






	3.4	 	The consideration payable by the Purchaser to the Sellers for the transfer of the Interests
(the “Final Consideration”) shall be determined as follows:






Final Consideration = (A + B) plus/minus (as the case may be) (C + D) plus (E + F) minus
(G + H) minus (I + J) plus (K + L)




A means the Consideration;




B means the interest calculated on A pursuant to Clause 3.16.1;




C means the Working Capital Adjustment;




D means the interest calculated on C pursuant to Clause 3.16.2(a);




E means the Cash Call Adjustment;




F means interest on each cash call comprised in E calculated pursuant to Clause 3.16.2(b);




G means the NPR Adjustment;




H means interest on each receipt comprised in G calculated pursuant to Clause 3.16.2(c);




I means the Petroleum Sales Adjustment;




J means interest on each receipt comprised in I calculated pursuant to Clause 3.16.2(d);




K means the Interim Period Adjustment;




L means interest on each item of expenditure comprised in K calculated pursuant to Clause
3.16.2(e);




	 	 	3.5






	 	3.5.1	 	Where any sums are taken into account in an Adjustment or are payable by
the Purchaser to the Sellers or by the Sellers to the Purchaser pursuant to Clause 3,
Clause 7.3 or Clause 12 (together the “Adjustment Clauses”) or pursuant to a warranty
claim under Clause 8, the same shall operate by way of increases or decreases, as the
case may be, in the Final Consideration.






	 	3.5.2	 	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 8 as
aforesaid shall be taken into account in calculating any of the other Adjustments so
as to result in a Party making or receiving payment twice in respect thereof.






	 	3.5.3	 	No Adjustment under this Clause 3 shall be made in respect of any matter
to which Clause 7.6 applies.






	 	3.5.4	 	All payments to be made under this Agreement shall be made in Dollars
unless otherwise agreed between the Parties in writing and shall be paid in cash in
immediately cleared funds (without set-off, withholding or any deduction of any kind
including, but not limited to, for any Taxation, banking transfer or other costs or
claims) directly into the Sellers Account or the Purchaser’s Account (as the case may
be) by bank transfer unless otherwise agreed in writing between the Sellers and the
Purchaser.






Working Capital Adjustment




	 	 	3.6






	 	3.6.1	 	The Working Capital Adjustment, which if positive shall increase the Final
Consideration and if negative shall reduce the Final Consideration, shall be the
amount calculated in respect of each of the categories listed in Schedule 3 as at the
Economic Date by reference to the statements provided by the relevant Operators and
otherwise in accordance with Schedule 3.






	 	3.6.2	 	The Sellers shall prepare a statement of the Working Capital Adjustment
for each of the categories listed in Schedule 3 and shall submit such statement to
the Purchaser as soon as practicable after, and in any event no later than, the
sixtieth (60th) day following the date of this Agreement. The Parties
shall endeavour to agree the amount of the statement before Completion and, failing
such agreement, the matter shall be dealt with in accordance with Clauses 3.12 and
3.14 and the statement of the Working Capital Adjustment shall be revised to reflect
any agreed or determined adjustments (prior to Completion, if practicable).





Cash Calls Adjustment




	3.7	 	The Cash Calls Adjustment, which shall increase the Final Consideration, shall be the sum of
all cash calls and invoices paid in respect of the Interests by the Sellers during the Interim
Period relating to periods after the Economic Date pursuant to the Interests Documents.





NPR Adjustment




	3.8	 	The NPR Adjustment, which shall decrease the Final Consideration, shall be the sum of all
income and other receipts received by the Sellers (other than those dealt with by the
Petroleum Sales Adjustment under Clause 3.9) in respect of the Interests during the Interim
Period, provided that any such income or receipt which relates to any period prior to the
Economic Date and which has not been taken into account in the Working Capital Adjustment
shall inure to the benefit of the Sellers.





Petroleum Sales Adjustment




	 	 	3.9






	 	3.9.1	 	The Petroleum Sales Adjustment, which shall decrease the Final
Consideration, shall be the sum of all receipts under or in connection with any
contract for the sale and/or supply of Petroleum from and in relation to the
Interests that, following the Economic Date and in respect of any Petroleum which
(being oil) is lifted or (being Natural Gas) is delivered at any time after the
Economic Date, are received by or credited to the Sellers.






	 	3.9.2	 	For the avoidance of doubt, the Parties agree that no adjustment shall be
made at Completion as part of the Petroleum Sales Adjustment in respect of any
receipts under or in connection with any contract for the sale and/or supply of
Petroleum as aforesaid where such receipts have not been received by or credited to
the Sellers prior to the Completion Date. Instead, the Parties agree that forthwith
following each receipt by or crediting to the relevant Seller of any such receipts
after Completion, the Sellers shall pay the Purchaser the amount equal to such
receipts. The Parties further agree that any payments made by the Sellers to the
Purchaser under this Clause 3.9.2 shall decrease the Final Consideration where any
Petroleum (being oil) is lifted or (being Natural Gas) is delivered prior to the
Completion Date and shall have no effect on the Final Consideration where such
lifting or delivery takes place after the Completion Date.





Interim Period Adjustment




	3.10	 	The Interim Period Adjustment, which shall increase the Final Consideration, shall be the sum
of all expenditure incurred or paid in respect of the Interests by the Sellers during the
Interim Period including, without limitation, demurrage, brokers’ fees (other than fees of
stockbrokers and advisers engaged in relation to the matters referred to herein) insurance
premia and deductibles and all other costs and expenses incurred or paid by the Sellers in
respect of the Interests which are in respect of the period on and after the Economic Date and
which have not been met by cash calls or other payments taken into account under the foregoing
provisions of this Clause 3.






	 	 	 	Interim Completion Statement/Estimate of Adjustments






	3.11	 	The Sellers shall provide the Purchaser with a written statement of the Final Consideration
balances, giving an estimate of the sum of all Adjustments (including, for the avoidance of
doubt, the Working Capital Adjustment referred to under Clause 3.6) which are expected to be
required as at the Completion Date, together with amounts equivalent to interest in accordance
with Clause 3.16 to be made hereunder in respect of the Interests (the “Interim Completion
Statement”). Such statement shall be provided no later than ten (10) Business Days prior to
Completion. The Sellers may update the same and the Parties shall endeavour to agree the
statement before Completion, failing which the matter shall be dealt with in accordance with
Clauses 3.12 and 3.14. This Interim Completion Statement shall be in the format set out in
Schedule 4.






	3.12	 	If any of the amounts or portions thereof contained in the statements to be delivered
pursuant to Clauses 3.6.2 and 3.11 have not been agreed or determined prior to Completion, the
disputed amounts or portions of the Adjustments shall be left out of account and the
undisputed balances of the Adjustments shall be set off against each other.






The resultant balance in relation to the Interests shall be set off added to, or
subtracted from (as the case may be) the amount of the Final Consideration stated in
Clause 3.4, and such amount so adjusted, shall be payable at Completion. Payment of
disputed amounts or portions thereof shall be made within five (5) Business Days following
agreement of the Parties or determination under Clause 3.14.




Final Completion Statement/Final Adjustments




	3.13	 	Within ninety (90) days after Completion, and without prejudice to the provisions of Clause
7, the Sellers shall provide the Purchaser with a written statement giving the final amount of
the Final Consideration and all Adjustments to be made hereunder in respect of the Interests.
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 3.14. 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 Sellers (as
the case may be). 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 3.14 (as the case may be). This final completion statement (the “Final Completion
Statement”) shall be in the format set out in Schedule 4. For the avoidance of doubt, the
provisions of this Clause 3.13 shall not apply to any tax adjustments pursuant to Clause 12.






Independent determination




	3.14	 	If the Parties cannot reach agreement on the contents of all or part of the statements
referred to in Clauses 3.6.2, 3.11 and/or 3.13 within the time limit provided in Clause 3.13,
the disputed items may be referred by any 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, by the President of the Institute of Chartered Accountants in England and Wales.
Subject to Clause 9, 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 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 one half by the Sellers and one half by the
Purchaser in equal shares and the Parties shall bear their own costs in respect of such
reference.






	3.15	 	The Sellers shall provide the Purchaser with copies of all Operator’s reports, billing
statements and correspondence and any and all other relevant documentation in support of the
statements referred to in Clauses 3.6.2, 3.11 and 3.13 to the extent the same are not already
in the possession of the Purchaser. The Parties shall liaise on the compilation and agreement
of the said statements.






Interest




	 	 	3.16






	 	3.16.1	 	An amount equivalent to interest (calculated on a compounded basis on the
accumulated daily balances) at the Agreed Rate shall be payable to the Sellers on the
amount of the Consideration from the Economic Date up to and including the Completion
Date.






	 	3.16.2	 	In respect of Adjustments under Clause 3.4:






	 	(a)	 	an amount equivalent to interest (calculated on a
compounded basis on the accumulated daily balances) at the Agreed Rate
shall be payable on the Working Capital Adjustment from the Economic Date
up to and including the Completion Date, and, in the case of final
adjustments or disputed items, thereafter up to and including the date of
settlement thereof;






	 	(b)	 	an amount equivalent to interest (calculated on a
compounded basis on the accumulated daily balances) at the Agreed Rate
shall be payable on each cash call (adjusted in accordance with Clause 12)
comprised in the Cash Calls Adjustment from the date on which such cash
call is paid by the relevant Sellers up to and including the date of
settlement of such element of the Cash Calls Adjustment;






	 	(c)	 	an amount equivalent to interest (calculated on a
compounded basis on the accumulated daily balances) at the Agreed Rate
shall be payable on each receipt comprised in the NPR Adjustment from the
date such income is received by the Sellers up to and including the date of
settlement of such element of the NPR Adjustment;






	 	(d)	 	an amount equivalent to interest (calculated on a
compounded basis on the accumulated daily balances) at the Agreed Rate
shall be payable on each receipt comprised in the Petroleum Sales
Adjustment from the date of such receipt by or credit to the relevant
Seller up to and including the date of settlement of such element of the
Petroleum Sales Adjustment; and






	 	(e)	 	an amount equivalent to interest (calculated on a
compounded basis on the accumulated daily balances) at the Agreed Rate
shall be payable on each item of expenditure comprised in the Interim
Period Adjustment from the date such item of expenditure is paid by the
relevant Seller up to and including the date of settlement of such element
of the Interim Period Adjustment;






	 	3.16.3	 	The Sellers and the Purchaser agree that the amounts set out in this Clause 3.16
are adjustments to elements of the Final Consideration and not actual interest on any
debt between the Sellers and the Purchaser and agree to submit their Corporation Tax
returns on that basis.






Currency conversion




	3.17	 	Where any sums payable by the Purchaser to the Sellers or by the Sellers to the Purchaser
pursuant to Clauses 3, 7, 8 or 12 are expressed in currencies other than Dollars, the same
shall be translated into Dollars at the arithmetical average of the spot closing mid point
rates quoted in the Financial Times for the currency concerned on each Business Day during the
calendar month in which the relevant payment is made or received (as the case may be) and
shall be paid to or by the Sellers in Dollars.






	4.	 	Interim Period






	4.1	 	From the date of this Agreement until Completion, each Seller shall (to the extent it is
permitted to do so under the Interests Documents and subject to any confidentiality
obligations by which they are bound):






	 	4.1.1	 	continue to carry on their activities in relation to the Interests in
accordance with good oil and gas field practice;






	 	4.1.2	 	promptly and to the extent practicable in the circumstances consult with
the Purchaser in relation to any material decision in connection with the Interests,
provided that nothing in this Clause 4.1.2 shall operate to fetter the discretion of
each Seller in exercising its votes in respect thereto;






	 	4.1.3	 	except as disclosed in the Disclosure Letter, not trade, relinquish,
surrender, sell, assign or amend the Interests (or agree to do any of the foregoing
in the future) without the prior written approval of the Purchaser (such approval not
to be unreasonably withheld or delayed);






	 	4.1.4	 	not amend or agree to amend any of the Interests Documents or waive any of
its rights under the Interests Documents without the prior written approval of the
Purchaser (such approval not to be unreasonably withheld or delayed);






	 	4.1.5	 	not approve any work programme, budget, expenditure or capital commitment
relating to the Interests involving expenditure in excess of five hundred thousand
Dollars ($500,000) (net Seller’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 Sellers shall consult with the Purchaser to the extent practicable
in the circumstances); or






	 	d.	 	any expenditure agreed or forming part of a process
agreed pursuant to any Interests Document including cash calls and Operator
billings; and






	 	4.1.6	 	keep the Purchaser informed in a timely manner of all material matters in
relation to the Interests, including:






	 	e.	 	the payment of any cash call;






	 	f.	 	the approval of any AFE;






	 	g.	 	the adoption or proposal of, or amendment to, any work
programmes and budgets; and






	 	h.	 	the receipt of Operators’ billing statements and
invoices.






	 	4.1.7	 	in respect of such policies of insurance as are maintained by the Seller
in respect of the Interests and are in force at the date hereof, continue to maintain
in full force and effect such policies of insurance, (subject to the provisions of
Clauses 3.10 and 12) pay all premia falling due for payment by the Seller in respect
thereof, make and pursue all claims which can be made under such policies in respect
of any loss of or damage to the Interests, and (subject to the provisions of Clause
12) account to the Purchaser (after, as well as before Completion) for any amounts
received by the Seller in or towards settlement of such claims where the loss or
damage to which they relate was suffered after the Economic Date (and to the extent
that such amounts have not been applied by the Seller towards reinstatement).
Notwithstanding the provisions of Clause 3.10, the Seller shall be entitled to retain
for its own account so much of the premium paid by it for the period of insurance in
which the Completion Date falls as is rebated to the Seller by reason of such
insurance terminating on the Completion Date.






	5.	 	Completion






	5.1	 	Completion under this Agreement shall take place at the offices of the Sellers on either the
last Business Day of the month if the Notification Date is ten (10) or more Business Days
prior to the last Business Day of such month of notification or on the last Business Day of
the immediately succeeding month if the Notification Date is less than ten (10) Business Days
prior to the last Business Day of such month of notification, or at such other location and/or
at such other time as the Parties may agree in writing.






	5.2	 	On the Completion Date all but not part of the following business shall be transacted:






	 	5.2.1	 	The Purchaser shall:






	 	i.	 	pay to the Sellers the Final Consideration, by means of
telegraphic transfer in immediately available funds as directed by the
Sellers for value in Dollars on such Completion Date;






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






	 	k.	 	deliver to the Sellers (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 (ii) a
Power of Attorney authorising a person or persons to sign this Agreement
and the Assignment Documents on behalf of the Purchaser; and






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






	 	5.2.2	 	The Sellers shall, after confirmation of receipt of the amounts payable
under Clause 5.2.1(a), deliver to the Purchaser (to the extent not already delivered
prior to Completion):






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






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






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






	 	5.2.3	 	Neither the Sellers nor the Purchaser shall be obliged to complete the
transfer of the Interests unless all those things set out in Clause 5.2.1 and Clause
5.2.2 are carried out simultaneously, but this Clause shall not prejudice any rights
or remedies available to a Party in respect of the default on the part of an other
Party.






	 	5.2.4	 	Title to the Interests shall pass from the Sellers to the Purchaser upon
Completion.






	6.	 	Post Completion






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






	6.2	 	The Purchaser acknowledges that the Sellers shall have the right to retain copies of any of
the Interests Documents and Data, subject to the same being maintained in confidence in
accordance with the provisions of Clause 9.






	6.3	 	Upon each and every Seller’s request, from time to time, the Purchaser will support any
application by such Seller for release from any notice or notices issued to the Seller or any
of its Affiliates under section 29 of the Petroleum Act 1998.






	7.	 	Indemnities






	7.1	 	The Sellers shall be liable for Obligations in respect of the Interests which accrue in or
relate to any period before the Economic Date and the Sellers shall be entitled to all
Benefits in respect of the Interests which accrue in or relate to any period before the
Economic Date.






	7.2	 	The Purchaser shall be liable for all Obligations in respect of the Interests which accrue in
or relate to any period on or after the Economic Date and the Purchaser shall be entitled to
all Benefits in respect of the Interests which accrue in or relate to any period on or after
the Economic Date.






	7.3	 	Save to the extent that account is taken thereof in the Adjustments under Clause 3, and
subject to Clause 8,






	 	7.3.1	 	if any Obligations in relation to the Interests are incurred by the
relevant Seller in respect of any period on or after the Economic Date, the Purchaser
shall reimburse and indemnify the relevant Seller in respect thereof;






	 	7.3.2	 	if any Obligations in relation to the Interests are incurred by the
Purchaser in respect of any period prior to the Economic Date, the relevant Seller
shall reimburse and indemnify the Purchaser in respect thereof;






	 	7.3.3	 	if any Benefits in relation to the Interests accrue to a Seller in respect
of any period on or after the Economic Date, the Seller shall account to and
reimburse the Purchaser in respect thereof; and






	 	7.3.4	 	if any Benefits in relation to the Interests accrue to the Purchaser in
respect of any period prior to the Economic Date, the Purchaser shall account to and
reimburse the relevant Seller in respect thereof.






	7.4	 	Any amount to be paid or reimbursed in accordance with Clause 7.3 or any other provision of
this Clause 7 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 Sellers
Account or the Purchaser’s Account (as appropriate).






	 	 	7.5






	 	7.5.1	 	For the avoidance of doubt, and without prejudice to the provisions of
Clauses 7.1, 7.2, and 7.3, any Benefits or Obligations (including the cost of any
audit) accruing in respect of the Interests in the form of amounts receivable or
payable resulting from an audit pursuant to a JOA or from any other subsequent
adjustment in relation to the operation of, and expenditure attributable to, the
Interests in the period prior to the Economic Date shall accrue to the Sellers.
Where any such audit takes place after the Completion Date, the Purchaser shall use
all reasonable endeavours to enable the relevant Seller to make representations
directly to any relevant Operator and shall in any event be obliged to take account
of the relevant Seller’s representations in connection with such audit and to notify
the relevant Seller’s 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 Sellers or the Purchaser is, on the principles set out in
Clauses 7.1, 7.2, and 7.3, so liable to pay any amount to the other, then, to the
extent that account has not already been taken of such amount in the Adjustments
under Clause 3, or the amount has not otherwise been paid in accordance with Clause
7.3, such amount shall be paid to the Sellers 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.






	 	7.5.2	 	In the event of a dispute between the Parties concerning an audit referred
to in Clause 7.5.1, the disputed matter may be referred by any 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 a chartered accountant,
appointed 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 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 one half by the
Seller and one half by the Purchaser and each of the Parties shall bear their own
costs in respect of such reference.






	7.6	 	Notwithstanding any other provision of this Agreement, the Purchaser covenants with each
Seller that the Purchaser shall indemnify, defend and hold each 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.






	7.7	 	The rights and obligations in this Clause 7 shall not come into effect unless and until
Completion takes place.






	7.8	 	For the avoidance of doubt, and without prejudice to the provisions of Clauses 7.1, 7.2 and
7.3, any Benefits or Obligations accruing in respect of the Interests in the form of joint
account insurance proceeds shall be payable to whichever of the Parties ultimately bore the
relevant insured loss. If each of the Sellers and the Purchaser suffered part of such loss,
payment shall be made to the Sellers and the Purchaser in proportion to the part of such loss
ultimately borne by it.






	 	 	7.9






	 	7.9.1	 	Under this Clause 7, 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.






	 	7.9.2	 	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);






	 	7.9.3	 	Unless and until an Indemnifying Party assumes the defence of the Third
Party Claim as provided in Clause 7.9.2, the Indemnified Party may defend against the
Third Party Claim in any manner it reasonably deems appropriate at the cost of the
Indemnifying Party.






	 	7.9.4	 	Notwithstanding Clause 7.9.3, 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);






	 	7.9.5	 	In the event of a Third Party Claim being made, each Party, subject to
each 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 each 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.






	7.10	 	In this Clause 7, indemnity means indemnity on an after tax basis. Such indemnity payments
shall be treated as an adjustment to the Final Consideration. On “an after tax basis” for the
purposes of this Clause 7.10 shall mean that in calculating the amount of an indemnity there
shall be taken into account:






	 	7.10.1	 	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






	 	7.10.2	 	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.






	7.11	 	The ascertainment of all Obligations and Benefits in relation to the Interests under this
Clause 7 will be calculated on an Accruals Basis.






	8.	 	Warranties






	8.1	 	Subject to the provisions of this Clause 8 and save as fairly disclosed under the terms of
the Disclosure Letter or set out, referred to or noted in the Interests Documents, each Seller
hereby warrants to the Purchaser solely in respect of those Interests identified in Part 1 of
Schedule 1 to be transferred by that Seller at the date hereof in the terms set out in
Schedule 5.






	8.2	 	The Purchaser hereby warrants to the Sellers at the date hereof in the terms set out in
Schedule 6.






	8.3	 	The sole remedy of the Purchaser in respect of any Relevant Claim shall be an action for
damages. Save in the event of fraud by the Sellers, no right of rescission shall be available
to the Purchaser by reason of any fact, matter or circumstance giving rise to a Relevant
Claim.






	8.4	 	A Seller shall not be liable for any Relevant Claim unless it shall have received from the
Purchaser, as soon as practicable after the Purchaser becomes aware of the same, written
notice containing reasonable details of the Relevant Claim including the Purchaser’s
provisional estimate of the amount of the Relevant Claim provided always that such notice is
received on or before the first anniversary of the Completion Date. If any delay by the
Purchaser in notifying a Relevant Claim prejudices a Seller’s ability to avoid or mitigate its
liability in respect of that Relevant Claim then the Seller’s liability to the Purchaser in
respect thereof shall be reduced to the extent that the Seller is prejudiced by the delay.
Any Relevant Claim made shall be deemed to have been withdrawn unless legal proceedings in
respect thereof have been both issued and served on the Seller within six (6) months of the
giving of such notice.






	8.5	 	Except as set forth in Clause 8.1, neither the Sellers nor any of their Affiliates nor any
officer, shareholder, director, employee, agent, consultant or representative of the Sellers
or any of their Affiliates (including, without limitation, their auditors) makes any
representation, warranty or undertaking, statement, opinion, information or gives any advice
(including without limitation any representation, warranty, undertaking, statement, opinion,
information or advice (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 or representative of the Sellers or any Affiliate of the Sellers)
(“Representations”) and the Purchaser acknowledges, affirms and warrants that it has not
relied, and will not rely, upon any such Representation in entering into this Agreement or
carrying out the transactions contemplated by this Agreement and that, where any
Representation is repeated in this Agreement, all liability for misrepresentation whether
negligent or innocent (but expressly excluding liability for fraudulent misrepresentation) is
hereby excluded and the sole remedy of the Purchaser shall be such remedies as are set out in
this Clause 8. The Purchaser hereby irrevocably and unconditionally waives any right it may
have to claim damages for, or to rescind this Agreement by reason of any Representation not
expressly set out in this Agreement (save in the case of fraud). Without limiting the
generality of the foregoing, the Sellers make no representation or warranty as to: (i) the
amounts, quality or deliverability of reserves of crude oil, natural gas or other hydrocarbons
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, or (iv) any geological formation, drilling prospect or hydrocarbon
reserve.






	8.6	 	The Sellers shall not be liable for any Relevant Claim to the extent that such Relevant Claim
(or the subject matter thereof):






	 	8.6.1	 	occurs or arises, or such Relevant Claim otherwise having arisen, is
increased as a result of any act, matter, omission, transaction or circumstance which
would not have occurred but for the passing of, or any change in, after the date
hereof, any law, rule, regulation, interpretation of the law, or any administrative
practice of any government, governmental department, agency, regulatory body or
Person (including any passing of, or change in, any law, rule, regulation,
interpretation of the law or any administrative practice as aforesaid which takes
place retrospectively, or any increase in the rates of Taxation or any imposition of
Taxation or any amendment to or the withdrawal of any extra-statutory concession or
other practice previously made by or published by any Tax Authority (in whatever
jurisdiction) and in force at the date of this Agreement);






	 	8.6.2	 	occurs or arises, or such Relevant Claims otherwise having arisen, is
increased as a result of any voluntary act, default, omission, transaction or
arrangement after Completion by the Purchaser or any of its Affiliates;






	 	8.6.3	 	occurs or arises, or such Relevant Claim otherwise having arisen is
increased as a result of the Seller doing or omitting to do any act or thing at the
request of or with the agreement of the Purchaser between the date of this Agreement
and Completion; or






	 	8.6.4	 	relates to any loss which is recoverable by the Purchaser from its
insurers.






	8.7	 	The liability of the Sellers in respect of any Relevant Claim (except a claim in respect of
the Warranties given in paragraphs 1 and 3 of Schedule 5) shall be limited as follows:






	 	8.7.1	 	the Sellers shall have no liability except to the extent that the damages
to which the Purchaser is entitled in aggregate exceed an amount equal to five
percent (5%) (the “Claim Threshold”) of the Final Consideration provided that if the
aggregate amount of Relevant Claims reaches the Claim Threshold the Purchaser shall
be entitled (subject to the other provisions of this Clause 8) to recover in respect
of each and all such Relevant Claims and not just the excess over the Claim
Threshold; and






	 	8.7.2	 	the maximum aggregate liability of the Sellers in respect of all Relevant
Claims shall not exceed an amount equal to one hundred percent (100%) of the Final
Consideration.






	8.8	 	If:






	 	8.8.1	 	the Purchaser becomes aware of any circumstance which may result in the
Purchaser having a Relevant Claim against the Sellers as a result of or in connection
with a liability or alleged liability to a third party; or






	 	8.8.2	 	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 Relevant Claim,






the Purchaser shall promptly notify the Sellers thereof in writing and the Sellers shall
be entitled (i) to take and/or require the Purchaser to take any action the Sellers might
reasonably request to resist such liability or enforce such recovery (as the case may be),
in both cases in the name of the Purchaser but at the cost and expense of the Sellers, 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
Sellers all co-operation, access and assistance for the purposes of resisting such
liability or enforcing such recovery (as the case may be) as the Sellers may reasonably
require PROVIDED THAT notwithstanding the provisions of this clause, the Purchaser shall
not be obliged to take any action or do any act or thing that would in the reasonable view
of the Purchaser have a material adverse effect on their business or reputation.




	8.9	 	If the Sellers pay to the Purchaser an amount pursuant to a Relevant 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 Relevant Claim, the Purchaser
shall promptly undertake all appropriate steps to enforce such recovery and shall forthwith
repay to the Sellers the lesser of (i) the amount paid to the Purchaser by the Sellers
pursuant to the Relevant Claim; and (ii) the amount recovered from the third party, in each
case less all costs, charges and expenses reasonably incurred by the Purchaser in obtaining
(or consequent upon obtaining) that payment and in recovering that amount from the third
party.






	8.10	 	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 breach by the
Sellers of the Warranties or any other term of this Agreement or in respect of its subject
matter.






	8.11	 	The Purchaser shall not be entitled to recover from the Sellers the same sum or loss more
than once in respect of any Relevant Claim.






	8.12	 	Where a warranty is qualified by the words “so far as the Seller is aware”, or any similar
expression, each of the Sellers acknowledges that it has represented to the Purchaser that
such warranty has been so qualified after due enquiry of the Aberdeen based Senior Management
Team and Lorraine Taylor, Asset Manager and that the Seller has used reasonable endeavours to
ensure that the statement contained in that warranty is accurate. The Purchaser acknowledges
that neither the persons referred to above nor the Sellers have any obligation to make
enquiries of any other person in relation to the Warranties.






	8.13	 	The Purchaser acknowledges and agrees that at the time of entering into this Agreement it
does not have:






	 	8.13.1	 	knowledge of any matter or thing which, save as disclosed in the Disclosure Letter,
is inconsistent with the Warranties; and






	 	8.13.2	 	knowledge that the matter or thing could result in a Relevant Claim,






and such acknowledgement shall be binding on any person bringing a claim under or in
connection with the Warranties.




	9.	 	Confidentiality and Announcements






	9.1	 	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 Parties provided that a Party may, without such approval, disclose such Confidential
Information to:






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






	 	9.1.2	 	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;






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






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






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






	 	9.1.6	 	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






	 	9.1.7	 	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.






	9.2	 	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.






	9.3	 	The Purchaser shall remain bound by this Clause 9, notwithstanding any termination of this
Agreement. If this Agreement is terminated, the Purchaser shall, at the request of the
Sellers, promptly return to the Sellers (and delete from the Purchaser’s systems, where
electronically stored) all Confidential Information.






	10.	 	Notices






	10.1	 	Any notice or other document to be served under this Agreement shall be in writing and may be
delivered by hand or sent by post or fax to the Party to be served at its address appearing in
Clause 10.3 of this Agreement (and marked for the attention of the person whose name is
referred to in Clause 10.3) or at such other address (or marked for the attention of such
other person) as it may have notified to the other Party in accordance with this Clause 10.
Any notice or other document sent by post shall be sent by registered post.






	10.2	 	Any notice or document shall be deemed to have been both given and received:






	 	(a)	 	if delivered by hand, at the time of delivery; or






	 	(b)	 	if posted in accordance with Clause 10.1, at 10.00 a.m. (local time at the
place of destination) on the second (2nd) Business Day after the day of
posting if posted for delivery within the same jurisdiction, or at 10.00 a.m. (local
time at the place of destination) on the fifth (5th) Business Day after the day of
posting if sent by registered airmail; or






	 	(c)	 	if sent by fax, on the date of transmission, if transmitted before 3.00
p.m. (local time at the place of destination) on any Business Day, and in any other
case on the Business Day following the date of transmission.






	10.3	 	The person to whom notices or documents should be addressed for the purposes of Clause 10.1
is:






	 	(a)	 	if to be served on the Sellers:





	 	 	 
	Address:

	 	Talisman Energy (UK) Limited

Talisman House

163 Holburn Street

Aberdeen

AB10 6BZ
	 
	 	 
	Fax:

Attention:

	 	+44 (0)1224 353238

Legal Manager
	 
	 	 
	if to be served on the Purchaser:

	 
	 	 
	Address:

	 	Talisman Expro Limited

Talisman House

163 Holburn Street

Aberdeen

AB10 6BZ
	 
	 	 
	Fax:

	 	+44 (0)1224 353238







	10.4	 	For the purposes of this Clause 10 “notice” shall include any request, demand, instructions
or other document.






	10.5	 	The Sellers or the Purchaser may at any time in writing to the other amend its address for
service of notices set out in Clause 10.3.






	11.	 	Costs and Expenses






	11.1	 	Save as stated in Clause 11.3 and Clause 12, the Sellers 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.






	11.2	 	Without prejudice to any other rights hereunder, if any amount payable hereunder is not paid
when due, the defaulting Party shall pay interest on such amount from the due date of payment
(after as well as before judgment) at the Default Rate calculated on a compounded basis on the
accumulated daily balances.






	11.3	 	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.






	12.	 	Taxation






	12.1	 	In relation to each part of the Interests to be transferred under this Agreement being an
interest in an oil field (within the meaning of Schedule 1 to the Oil Taxation Act 1975) and a
taxable field under Part 1 to the Oil Taxation Act 1975, the relevant Sellers shall prepare
and the Purchaser and the relevant Sellers shall deliver to the Board of Inland Revenue in a
timely fashion a notice under paragraph 3 of Schedule 17 Finance Act 1980, and shall not make
application under paragraph 4 of the said Schedule for the provisions of Parts II and III of
the Schedule not to apply.






	12.2	 	The Parties acknowledge that in the periods up to Completion the relevant Sellers (or their
Affiliates) may have incurred expenditure in relation to some or all of the Fields which can
be claimed by the relevant Sellers for PRT purposes under either Schedule 5 or 6 to the Oil
Taxation Act 1975. The relevant Sellers shall take all actions and do all things reasonably
in its power to ensure that such expenditure is claimed on a timely basis.






	12.3	 	The Parties agree that they believe that the transfer falls within section 343 ICTA 1988 and
section 171 TCGA 1992 and will file and use their reasonable endeavours to agree their tax
computations on this basis.






	12.4	 	The Sellers shall be liable for any liabilities arising under Schedule 15 to the Finance Act
1973 in respect of the Interests for periods ending prior to the Economic Date, and the
Purchaser shall be liable for all periods thereafter.






	12.5	 	If any liability for or right to repayment of PRT in connection with the Interests which
relates to the period of ownership prior to the Economic Date of the Sellers (or its
Affiliates) arises after the Economic Date and the adjustment giving rise to such liability or
right is in respect of income and expenditure of the Seller (or its Affiliates) during such
period of ownership then the liability or repayment shall be the responsibility or entitlement
of the Seller. Any repayment of PRT in connection with the Interests arising otherwise than
in respect of the Seller’s (or its Affiliates’) period of ownership prior to the Economic Date
shall be the entitlement of the Purchaser.






	12.6	 	Notwithstanding any other provision of this Agreement, the Sellers shall retain access to all
books and records and operator information in relation to PRT income and expenditure claims
under Schedules 5 and 6 of the Oil Taxation Act 1975 in relation to the Interests to be
transferred by them under this Agreement for all periods prior to the Completion Date. The
Purchaser shall, as soon as reasonably practical, ensure that all documentation relating to
any PRT assessments, returns or claims issued by HMRC or Operators in respect of such periods,
is communicated to the Sellers without delay.






	12.7	 	PRT Adjustments






	 	12.7.1	 	The Final Consideration shall be increased by the Purchaser paying to the Sellers
the following sums:-






	 	(a)	 	a sum equal to the amount of any PRT instalment paid by
the relevant Seller (or any of its Affiliates) in relation to the Interests
under paragraph 2, Schedule 19 to the Finance Act 1982 which, by virtue of
paragraph 2(3) of the said Schedule, is regarded as a payment of PRT in
respect of any Chargeable Period beginning on or after the Economic Date,
including the Transfer Period, falling wholly or partly in the Interim
Period. The relevant Seller undertakes to withhold (or procure the
withholding of) payment of such PRT instalments in accordance with
paragraph 3 of said Schedule if the relevant conditions are met;






	 	(b)	 	a sum equal to any amount of PRT assessed on, and paid
by the relevant Seller (or any of its Affiliates) in relation to the
Interests, for any Chargeable Period mentioned in (a) above less amounts
already paid by the Purchaser under this paragraph (a) above;






For the purpose of calculating any sums due under paragraph (b) above, PRT
assessed on, and paid by the relevant Seller for the Chargeable Period including
the Economic Date shall be recalculated to exclude any amounts brought into the
assessment under section 2(4)(b) of the Oil Taxation Act 1975.




	 	(c)	 	a sum equal to any actual PRT relief received by the
Purchaser, in relation to the Interests, either by way of a refund of PRT
or a reduction in PRT due (but only at the time the benefit of any such
reduction is received by the Purchaser), in respect of expenditure incurred
by the relevant Seller (or any of its Affiliates) prior to the Economic
Date;






The Purchaser and the Sellers recognise that amendments of assessments to PRT
may arise and to the extent that any amendment gives rise to over payments
having been paid by the Purchaser to the Sellers under this Clause 12 the
Sellers will promptly repay to the Purchaser, as a decrease in the Final
Consideration on, any such overpayment. The Purchaser and the Sellers also
recognise that sums paid under paragraph (a) above may be in excess of the PRT
assessed on the Sellers (or any of their Affiliates) in which case paragraph (b)
above shall not apply and the Sellers shall promptly pay to the Purchaser, as a
decrease in the Final Consideration, any repayment made by HMRC in respect of
that excess.




	 	 	 	12.7.2






	 	(a)	 	Increases to the Final Consideration arising under
Clause 12.7.1 (a) and (b) above shall be due for payment within thirty (30)
days of the Sellers submitting reasonable documentary evidence to the
Purchaser in support of any request for payment.






	 	(b)	 	Increases to the Final Consideration arising under
Clause 12.7.1 (c) above shall be due for payment within thirty (30) days of
the Purchaser having received repayment of the PRT or from the date it
benefits from the PRT relief, whichever shall be applicable.






	 	(c)	 	Decreases to the Final Consideration arising under
paragraph (b) above shall be due for payment within thirty (30) days of the
Seller (or its Affiliates) receiving any PRT refund or within thirty (30)
days of the Purchaser having paid any PRT as the case may be.






	 	12.7.3	 	To the extent that a Seller (or its Affiliates) has a PRT liability in the Interim
Period and expenditure relief for that period has been transferred to the Purchaser
under Paragraph 6 Schedule 17 Finance Act 1980 then, at the request of the relevant
Seller, the Purchaser and the relevant Seller (or its Affiliates) shall jointly elect
under Paragraph 14 Schedule 17 Finance Act 1980 to transfer any loss from the
Purchaser to the relevant Seller (or its Affiliates).






	12.8	 	CT Adjustments






	 	12.8.1	 	The Final Consideration shall be increased by the Purchaser paying to the Sellers
an amount equal to Notional CT paid by the Sellers (or their Affiliates) on any
income or other receipts taken into account for the purposes of Clause 3;






	 	12.8.2	 	The Final Consideration shall be decreased by the Sellers paying to the Purchaser
an amount equal to:






	 	(a)	 	Notional CT relief received by the Sellers (or their
Affiliates) on:






	 	(i)	 	any cash calls paid and taken into
account for the purposes of Clause 3;






	 	(ii)	 	any expenditure taken into account for
the purposes of Clause 3; and






	 	(iii)	 	any PRT paid, net of any PRT repayments
received by the Sellers (or their Affiliates) and taken into account
for the purposes of Clauses 12.7.1(a) and 12.7.1(b); and






	 	(b)	 	Notional CT paid by the Purchaser on, or arising from
the effective PRT relief received by the Purchaser and referred to under
Clause 12.7.1(c);






	 	12.8.3	 	The Parties recognise that adjustments to the Final Consideration under this Clause
12.8 are notional adjustments, as opposed to actual payments of, reliefs from or
reductions in CT liabilities. For the purpose of calculating the Notional CT it
shall be assumed that each Seller (or its Affiliates) and the Purchaser are single
companies with no brought forward losses who are paying CT at the standard rate
applicable for the period concerned and that the Notional CT includes the
Supplementary Charge to ring fence trades. Such notional adjustment shall be
effected by deducting from each relevant payment a Notional CT charge.






	 	12.8.4	 	The provisions of Clauses 12.8.1, 12.8.2 and 12.8.3 shall also apply to any
Benefits reimbursed and Obligations accounted for under Clauses 7.1, 7.2 and 7.3 to
the extent that any such Benefit or Obligation has not been taken into account in the
Adjustments.






	12.9	 	Interest on Late Payment of PRT






	 	12.9.1	 	The Final Consideration shall be increased by the Purchaser paying to the Sellers a
sum equal to any interest charged under paragraph 15 of Schedule 2 to the Oil
Taxation Act 1975, in respect of PRT in relation to the Interests for Chargeable
Periods beginning on or after the Economic Date provided that the underpayment of PRT
giving rise to the interest charge was not caused by the wilful default or neglect of
the relevant Seller (or its Affiliates).






	 	12.9.2	 	The Final Consideration shall be decreased by the Sellers paying to the Purchaser a
sum equal to any interest received by the Seller (or its Affiliates) under paragraph
16 of the Schedule 2 to the Oil Taxation Act 1975 in respect of PRT in relation to
the Interests for Chargeable Periods beginning on or after the Economic Date.






Adjustments to the Final Consideration under this Clause 12.9 shall be made within fifteen
(15) Business Days of the relevant Seller (or its Affiliates) having received any PRT
interest or having paid any PRT interest, as the case may be.




	12.10	 	Should any Seller (or its Affiliates) receive any PRT refund as a result of a loss incurred
by the Purchaser pursuant to the provisions of paragraph 15 of Schedule 17 to the Finance Act
1980, such Seller shall promptly pay the Purchaser an amount equal to the PRT refund together
with any interest thereon less any CT payable by such Seller on such refund and/or such
interest and less any interest on such CT payable.






	12.11	 	Information






	 	12.11.1	 	The Sellers shall provide the Purchaser in a timely fashion with copies of all
records and tax returns relating to periods prior to the Completion Date and relating
wholly or partly to the Interests which are reasonably required by the Purchaser for
the purposes of completing and filing any tax return.






	 	12.11.2	 	Each Seller and the Purchaser undertakes to provide written advice to the other of
any event giving rise to an adjustment under Clause 7 and Clause 8 within thirty (30)
days of becoming aware of such an event. This advice will include a copy of such
documentary evidence, as is reasonably deemed to be necessary by the other Party, to
verify the adjustment.






	 	12.11.3	 	The Sellers shall prepare and submit timeously to HMRC all claims reasonably
possible under Schedule 6 to the Oil Taxation Act 1975 in respect of qualifying
expenditure incurred by the Sellers from the Economic Date.






	12.12	 	VAT






The Parties acknowledge and agree that they are and will be at Completion members of the
same VAT group.




	13.	 	[Not Used]






	14.	 	Further Assurance






The Sellers 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.




	15.	 	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.




	16.	 	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.




	17.	 	Assignment






None of the rights or obligations of a Party under this Agreement are assignable without
the prior written consent of the other Parties.




	18.	 	General






	18.1	 	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.






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






	18.3	 	No waiver by the Sellers 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.






	18.4	 	Subject to Clauses 2.4 and 18.8, the Purchaser shall have no right to rescind or terminate
this Agreement and/or any Assignment Document and the sole remedy against the Sellers for
breach of this Agreement and/or any Assignment Document or liability thereunder shall be an
action for damages.






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






	18.6	 	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.






	18.7	 	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
counterpart. Each counterpart shall constitute an original of this Agreement but all the
counterparts together shall constitute one and the same agreement.






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






	18.9	 	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.






	19.	 	Rights of Third Parties






	19.1	 	Each Seller’s Affiliate 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.






	20.	 	Governing law






	20.1	 	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.



SIGNED for and on behalf of


TALISMAN ENERGY (UK) LIMITED



/s/ Jacquelynn F. Craw ...................................................



SIGNED for and on behalf of


TALISMAN ENERGY ALPHA LIMITED



/s/ Jacquelynn F. Craw ...................................................



SIGNED for and on behalf of


TALISMAN NORTH SEA LIMITED



/s/ Jacquelynn F. Craw ...................................................



SIGNED for and on behalf of


TALISMAN OIL TRADING LIMITED



/s/ Jacquelynn F. Craw ...................................................



SIGNED for and on behalf of


TALISMAN EXPRO LIMITED



/s/ Jacquelynn F. Craw ...................................................



Schedule 1




Interests – Part 1




Licences and other related information




Part A 



Licence P.218




	(b)	 	Block/ Co-venturers /Seller’s Percentage Interest





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	15/21a
(IVRRH Sub-area
including Ivanhoe,
Rob Roy and Hamish
Fields)
	 	TOTL
	 	 	23.455	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Amerada Hess Limited
	 	 	 	 







	(c)	 	Operator – Amerada Hess Limited






	(d)	 	JOA  — Operating Agreement for United Kingdom Petroleum production Licence Number
P.218 dated 13 August 1987






	(e)	 	Interests Documents- See Part 2






	(f)	 	Estimated Decommissioning Cost – up to £101.2m





Part B 



Licence P.588



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	15/21b
(IVRRH Sub-area
including Ivanhoe,
Rob Roy and Hamish
Fields)
	 	TOTL
	 	 	23.455	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Amerada Hess Limited
	 	 	 	 







	(b)	 	Operator — Amerada Hess Limited






	(c)	 	JOA  — Operating Agreement for United Kingdom Petroleum production Licence Number P.218 dated
13 August 1987






	(d)	 	Interests Documents- See Part 2






	(e)	 	Estimated Decommissioning Cost – up to £101.2m





Part C 



Licence P.140



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	15/26a
	 	TEUK
	 	 	12.500	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Petro-Canada UK Limited
	 	 	 	 
	 
	 	Nexen Petroleum U.K.
	 	 	 	 
	 
	 	Limited
	 	 	 	 







	(b)	 	Operator — Petro-Canada UK Limited






	(c)	 	JOA  — United Kingdom Petroleum Production Licence P.140 Joint Operating Agreement dated 12
June 1973






	(d)	 	Interests Documents- See Part 2





Part D



Licence P.226



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	15/27
(Area A — Renee
Field)
	 	TEUK
	 	 	61.030	%
	 
	 	 	 	 	 	 	 	 
	 
	 	TEAL
	 	 	16.470	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Amerada Hess Limited
	 	 	 	 
	 
	 	Marubeni Oil & Gas
	 	 	 	 
	 
	 	(UK) Limited
	 	 	 	 







	(b)	 	Operator — TEUK






	(c)	 	JOA  — Joint Operating Agreement for United Kingdom Production Licence P.226 for Block 15/27
dated 21 January 1998






	(d)	 	Interests Documents — See Part 2






	(e)	 	Estimated Decommissioning Cost — £2 million





Part E



Licence P.226



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	15/27
(Area B – that part
of Block 15/27
excluding Area A
which lies above
12,500 feet TVDSS)
	 	TEUK
	 	 	39.145	%
	 
	 	 	 	 	 	 	 	 
	 
	 	TEAL
	 	 	16.470	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Petro-Canada UK Limited
	 	 	 	 
	 
	 	Nexen Petroleum U.K.
	 	 	 	 
	 
	 	Limited
	 	 	 	 







	(b)	 	Operator — TEUK






	(c)	 	JOA  — Joint Operating Agreement for United Kingdom Production Licence P.226 for Block 15/27
dated 21 January 1998






	(d)	 	Interests Documents- See Part 2





Part F



Licence P.226



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	15/27
(Area C – that part
of Block 15/27
excluding Area A
which lies below
12, 500 feet TVDSS)
	 	TEUK
	 	 	61.030	%
	 
	 	 	 	 	 	 	 	 
	 
	 	TEAL
	 	 	16.470	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Petro-Canada UK Limited
	 	 	 	 
	 
	 	Nexen Petroleum U.K.
	 	 	 	 
	 
	 	Limited
	 	 	 	 







	(b)	 	Operator — TEUK






	(c)	 	JOA  — Joint Operating Agreement for United Kingdom Production Licence P.226 for Block 15/27
dated 21 January 1998






	(d)	 	Interests Documents- See Part 2





Part G



Licence P.339



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	15/28b
(Area A — Rubie
Field)
	 	TEUK
	 	 	31.780	%%
	 
	 	 	 	 	 	 	 	 
	 
	 	TEAL
	 	 	9.000	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Amerada Hess Limited
	 	 	 	 
	 
	 	Marubeni Oil & Gas
	 	 	 	 
	 
	 	(UK) Limited
	 	 	 	 







	(b)	 	Operator — TEUK






	(c)	 	JOA  — Joint Operating Agreement for United Kingdom Petroleum Production Licence P.339 for
Block 15/28b dated 26 January 1999






	(d)	 	Interests Documents- See Part 2






	(e)	 	Estimated Decommissioning Cost — £2 million





Part H



Licence P.339



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	15/28b
(Area B – Block
15/28b excluding
Area A)
	 	TEUK
	 	 	31.780	%
	 
	 	 	 	 	 	 	 	 
	 
	 	TEAL
	 	 	9.000	%
	 
	 	 	 	 	 	 	 	 
	 
	 	TNSL
	 	 	20.000	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Petro-Canada UK Limited
	 	 	 	 
	 
	 	Nexen Petroleum U.K.
	 	 	 	 
	 
	 	Limited
	 	 	 	 







	(b)	 	Operator — TEUK






	(c)	 	JOA  — Joint Operating Agreement for United Kingdom Petroleum Production Licence P.339 for
Block 15/28b dated 26 January 1999






	(d)	 	Interests Documents  — See Part 2





Part I


Licence P.213




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





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	16/26
Area A including
Alba Field
	 	TNSL	 	 	2.250	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Chevron North Sea Limited
	 	 	 	 
	 
	 	ARCO British Limited
	 	 	 	 
	 
	 	Cieco Energy (CNS) Limited
	 	 	 	 
	 
	 	Cieco Energy (UKCS)
	 	 	 	 
	 
	 	Limited
	 	 	 	 
	 
	 	ConocoPhillips Petroleum
	 	 	 	 
	 
	 	Limited
	 	 	 	 
	 
	 	ConocoPhillips (U.K.)
	 	 	 	 
	 
	 	Lambda Limited
	 	 	 	 
	 
	 	Fina Petroleum
	 	 	 	 
	 
	 	Development Limited
	 	 	 	 
	 
	 	Statoil (U.K.) Limited
	 	 	 	 







	(b)	 	Operator – Chevron North Sea Limited






	(c)	 	JOA — Joint Operating Agreement for Block 16/26 of Licence P.213 dated 10 October
1990 in so far as it applies as a separate contract to Area A






	(d)	 	Interests Documents — See Part 2






	(e)	 	Estimated Decommissioning Cost — £2.3 million





Part J



Licence P.213



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	15/26
Area P including
Caledonia Field
	 	TNSL	 	 	2.829640	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Chevron North Sea Limited
	 	 	 	 
	 
	 	Cieco Energy (CNS) Limited
	 	 	 	 
	 
	 	Cieco Energy (UKCS)
	 	 	 	 
	 
	 	Limited
	 	 	 	 
	 
	 	Dana Petroleum (North
	 	 	 	 
	 
	 	Sea) Limited
	 	 	 	 
	 
	 	Fina Petroleum
	 	 	 	 
	 
	 	Development Limited
	 	 	 	 
	 
	 	Statoil (U.K.) Limited
	 	 	 	 






(b) Operator – Chevron North Sea Limited




	(c)	 	JOA — Joint Operating Agreement for Block 16/26 of Licence P.213 dated 10 October
1990 in so far as it applies as a separate contract to Area P






	(d)	 	Interests Documents – See Part 2






	(e)	 	Estimated Decommissioning Cost — £113.5 million





Part K



Licence P.213



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller’s Percentage
	Block	 	Co-venturers	 	Interest
	16/26
Area C – that part
of Block 16/26
(excluding Area A
and Area P) above
10,000 feet beneath
mean sea level*
* As reduced by the
transaction
described in the
disclosure to
warranty 5 set out
in the Disclosure
Letter.
	 	TNSL	 	 	2.250	%
	 
	 	 	 	 	 	 	 	 
	 
	 	Chevron North Sea Limited
	 	 	 	 
	 
	 	ARCO British Limited
	 	 	 	 
	 
	 	Cieco Energy (CNS) Limited
	 	 	 	 
	 
	 	Cieco Energy (UKCS)
	 	 	 	 
	 
	 	Limited
	 	 	 	 
	 
	 	ConocoPhillips Petroleum
	 	 	 	 
	 
	 	Limited
	 	 	 	 
	 
	 	ConocoPhillips (U.K.)
	 	 	 	 
	 
	 	Limited
	 	 	 	 
	 
	 	ConocoPhillips (U.K.)
	 	 	 	 
	 
	 	Theta Limited
	 	 	 	 
	 
	 	Fina Petroleum
	 	 	 	 
	 
	 	Development Limited
	 	 	 	 
	 
	 	Statoil (U.K.) Limited
	 	 	 	 







	(b)	 	Operator — Chevron North Sea Limited






	(c)	 	JOA — Joint Operating Agreement for Block 16/26 of Licence P.213 dated 10 October
1990 in so far as it applies as a separate contract to Area C






	(d)	 	Interests Documents – See Part 2





Schedule 1




Interests – Part 2




Interests Documents




	 	 	 
	
 
	 	ALBA FIELD — AREA A, AREA C (ABOVE 10,000 FEET), CALEDONIA FIELD

- AREA P- ALL LICENCE P.213 BLOCK 16/26
	 
	 	 
	A

	 	LICENCE AGREEMENTS
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	A01

	 	LICENCE TO SEARCH AND BORE FOR AND GET PETROLEUM IN BLOCK(S) NO.

15/8, 16/26, 28/5, 29/25 DATED 10 JULY 1972
	 

	 	 
	 
	 	 
	A02

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 07 MARCH 1986
	 

	 	 
	 
	 	 
	A03

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 17 MARCH 1987
	 

	 	 
	 
	 	 
	A04

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 17 AUGUST 1988
	 

	 	 
	 
	 	 
	A05

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 01 JANUARY 1989
	 

	 	 
	 
	 	 
	A06

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 24 OCTOBER 1989
	 

	 	 
	 
	 	 
	A07

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 03 JANUARY 1990
	 

	 	 
	 
	 	 
	A08

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 IN

RESPECT OF BLOCKS 16/26, 15/8A AND 28/5A DATED 16 OCTOBER 1990
	 

	 	 
	 
	 	 
	A09

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 IN

RESPECT OF BLOCKS 16/26 AND 28/5A DATED 25 MARCH 1991
	 

	 	 
	 
	 	 
	A10

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 16 DECEMBER 1991
	 

	 	 
	 
	 	 
	A11

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213 IN

RESPECT OF BLOCKS 16/26 AND 28/5A DATED 29 MAY 1992
	 

	 	 
	 
	 	 
	A12

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 21 JULY 1994
	 

	 	 
	 
	 	 
	A13

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 01 NOVEMBER 1994
	 

	 	 
	 
	 	 
	A14

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 18 JULY 1995
	 

	 	 
	 
	 	 
	A15

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 03 NOVEMBER 1995
	 

	 	 
	 
	 	 
	A16

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODCUTION LICENCE P.213

DATED 18 SEPTEMBER 1996
	 

	 	 
	 
	 	 






3




	 	 	 
	A17

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 09 FEBRUARY 1998
	 

	 	 
	 
	 	 
	A18

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 12 JUNE 1998
	 

	 	 
	 
	 	 
	A19

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 18 JUNE 1998
	 

	 	 
	 
	 	 
	A20

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 29 JUNE 1998
	 

	 	 
	 
	 	 
	A21

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 25 JANUARY 1999
	 

	 	 
	 
	 	 
	A22

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 6 DECEMBER 1999
	 

	 	 
	 
	 	 
	A23

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 20 DECEMBER 1999
	 

	 	 
	 
	 	 
	A24

	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.213

DATED 12 JUNE 2000
	 

	 	 
	 
	 	 
	A25

	 	ASSIGNMENT OF INTEREST RELATING TO LICENCE P.213 (BLOCK 16/26

AREA A INCLUDING ALBA FIELD AND BLOCK 16/26 AREA C (ABOVE 10,000

FEET)) DATED 29 SEPTEMBER 2003
	 

	 	 
	 
	 	 
	A26

	 	ASSIGNMENT OF INTEREST RELATING TO LICENCE P.213 (BLOCK 16/26

AREA P INCLUDING CALEDONIA FIELD) DATED 29 SEPTEMBER 2003
	 

	 	 
	 
	 	 
	A27

	 	EXECUTION DEED IN RESPECT OF THE AFFECTED AGREEMENTS FOR LICENCE

P.213 FROM ENTERPRISE/SHELL TO TNSL RE PETROLEUM PRODUCTION

LICENCE P.213 (10 JULY 1972) DATED 29 SEPTEMBER 2003
	 

	 	 
	 
	 	 
	A28

	 	EXECUTION DEED RELATING TO PETROLEUM PRODUCTION LICENCE P.213

DATED 25 APRIL 2005
	 

	 	 
	 
	 	 
	A29

	 	DEED OF RECTIFICATION IN RELATION TO DEED OF ASSIGNMENT FOR

P.213 (15 SEPTEMBER 2003) DATED 6 MARCH 2005
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	B

	 	OPERATING AGREEMENTS
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	B01

	 	ASSIGNMENT AGREEMENT DATED 23 MAY 1977
	 

	 	 
	 
	 	 
	B02

	 	FARMOUT AGREEMENT DATED 30 MAY 1977
	 

	 	 
	 
	 	 
	B03

	 	AMENDMENT TO OPERATING AGREEMENT RELATING TO UK PETROLEUM

PRODUCTION LICENCE P.213 BLOCKS 15/8A, 16/26 & 28/5A DATED 24

NOVEMBER 1986
	 

	 	 
	 
	 	 
	B04

	 	SUPPLEMENTAL AGREEMENT RELATING TO LICENCE P.213 JOINT OPERATING

AGREEMENT DATED 10 OCTOBER 1990
	 

	 	 
	 
	 	 
	B05

	 	JOINT OPERATING AGREEMENT FOR BLOCK 16/26 OF LICENCE P.213

DATED 10 OCTOBER 1990
	 

	 	 
	 
	 	 






4




	 	 	 
	B06

	 	NOVATION AGREEMENT RELATING TO JOINT OPERATING AGREEMENT IN

RESPECT OF BLOCK 16/26 OF LICENCE P.213 DATED 16 OCTOBER 1990
	 

	 	 
	 
	 	 
	B07

	 	NOVATION AGREEMENT RELATING TO THE SUPPLEMENTAL AGREEMENT (10

OCTOBER 1990) IN RESPECT OF BLOCKS 15/8A, 28/5A AND 16/26 OF

LICENCE P.213 DATED 16 OCTOBER 1990
	 

	 	 
	 
	 	 
	B08

	 	NOVATION OF JOINT OPERATING AGREEMENT IN RESPECT OF LICENCE

P.213 DATED 09 JANUARY 1991
	 

	 	 
	 
	 	 
	B09

	 	NOVATION AGREEMENT RELATING TO THE JOINT OPERATING AGREEMENT IN

RESPECT OF BLOCK 16/26 OF LICENCE P.213 DATED 25 MARCH 1991
	 

	 	 
	 
	 	 
	B10

	 	NOVATION AGREEMENT RELATING TO THE SUPPLEMENTAL AGREEMENT (10

OCTOBER 1990) IN RESPECT OF BLOCKS 15/8A, 28/5A AND 16/26 OF

LICENCE P.213 DATED 25 MARCH 1991
	 

	 	 
	 
	 	 
	B11

	 	JOINT OPERATING AGREEMENT FOR BLOCK 16/26 OF LICENCE P.213

AMENDMENT NO.1 DATED 23 JULY 1991
	 

	 	 
	 
	 	 
	B12

	 	MEMORANDUM OF UNDERSTANDING FOR BLOCK 16/26 OF LICENCE P.213

DATED 23 JULY 1991
	 

	 	 
	 
	 	 
	B13

	 	NOVATION AND AMENDMENT NO.2 TO THE JOINT OPERATING AGREEMENT(10

OCTOBER 1990) RELATING TO AREA A AND AREA B OF BLOCK 16/26 HELD

UNDER LICENCE P.213 DATED 21 NOVEMBER 1991
	 

	 	 
	 
	 	 
	B14

	 	NOVATION AGREEMENT RELATING TO THE SUPPLEMENTAL AGREEMENT (10

OCTOBER 1990) TO THE JOINT OPERATING AGREEMENT (14 FEBRUARY

1979) DATED 16 DECEMBER 1991
	 

	 	 
	 
	 	 
	B15

	 	BLOCK 16/26 ALBA (AREA A) TECHNOLOGY AGREEMENT DATED 23 APRIL

1992
	 

	 	 
	 
	 	 
	B16

	 	NOVATION AGREEMENT RELATING TO THE JOINT OPERATING AGREEMENT IN

RESPECT OFAREA A AND AREA B OF BLOCK 16/26 OF LICENCE P.213

DATED 29 MAY 1992
	 

	 	 
	 
	 	 
	B17

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

DATED 29 MAY 1992
	 

	 	 
	 
	 	 
	B18

	 	AMENDMENT NO.3 TO THE JOINT OPERATING AGREEMENT FOR BLOCK 16/26

OF LICENCE P.213 DATED 16 NOVEMBER 1993
	 

	 	 
	 
	 	 
	B19

	 	NOVATION OF THE JOINT OPERATING AGREEMENT FOR LICENCE P.213

BLOCK 16/26 AREA A AND AREA B DATED 09 MAY 1994
	 

	 	 
	 
	 	 
	B20

	 	MEMORANDUM OF UNDERSTANDING FOR BLOCK 16/26 OF LICENCE P.213

DATED 01 NOVEMBER 1994
	 

	 	 
	 
	 	 
	B21

	 	NOVATION AND AMENDMENT NO.4 OF THE JOINT OPERATING AGREEMENT FOR

LICENCE P.213 DATED 01 NOVEMBER 1994
	 

	 	 
	 
	 	 
	B22

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

(10 OCTOBER 1990) DATED 01 NOVEMBER 1994
	 

	 	 
	 
	 	 
	B23

	 	AMENDMENT NO.5 TO THE JOINT OPERATING AGREEMENT FOR LICENCE

P.213 BLOCK 16/26 AREA A, B, C AND D DATED 22 DECEMBER 1994
	 

	 	 
	 
	 	 






5




	 	 	 
	B24

	 	NOVATION AND AMENDMENT NO.6 OF THE JOINT OPERATING AGREEMENT IN

RESPECT OF LICENCE P.213 DATED 22 DECEMBER 1994
	 

	 	 
	 
	 	 
	B25

	 	NOVATION AGREEMENT IN RELATION TO AREAS B AND D OF BLOCK 16/26

(P.213) 30 DECEMBER 1994
	 

	 	 
	 
	 	 
	B26

	 	NOVATION AND AMENDMENT NO.8 OF THE JOINT OPERATING AGREEMENT IN

RESPECT OF LICENCE P.213 DATED 18 JULY 1995
	 

	 	 
	 
	 	 
	B27

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

(10 OCTOBER 1990) DATED 18 JULY 1995
	 

	 	 
	 
	 	 
	B28

	 	NOVATION AND AMENDMENT NO.12 RELATING TO THE BLOCK 16/26 JOINT

OPERATING AGREEMENT AS ITRELATES TO AREAS A AND C (AND THE

MEMORANDUM OF UNDERSTANDING DATED 1 NOVEMBER 1994) DATED 18

SEPTEMBER 1996
	 

	 	 
	 
	 	 
	B29

	 	NOVATION AGREEMENT RELATING TO THE BLOCK 16/26 ALBA (AREA A)

TECHNOLOGY AGREEMENT DATED 18 SEPTEMBER 1996
	 

	 	 
	 
	 	 
	B30

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

DATED 18 SEPTEMBER 1996
	 

	 	 
	 
	 	 
	B31

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

DATED 12 AUGUST 1997
	 

	 	 
	 
	 	 
	B32

	 	NOVATION AND AMENDMENT NO.13 RELATING TO THE BLOCK 16/26 JOINT

OPERATING AGREEMENT AS IT RELATES TO AREAS A AND C AND BLOCK

16/26 ALBA (AREA A) TECHNOLOGY AGREEMENT (23 APRIL 1992), THE

CRUDE OIL TRANSPORTATION AGREEMENT — ALBA FIELD (16 NOVEMBER

1993) AND THE MEMORANDUM OF UNDERSTANDING (1 NOVEMBER 1994)

DATED 09 FEBRUARY 1998
	 

	 	 
	 
	 	 
	B33

	 	NOVATION AND AMENDMENT NO.14 RELATING TO THE BLOCK 16/26 JOINT

OPERATING AGREEMENT AS IT RELATES TO AREAS A AND C AND THE BLOCK

16/26 ALBA (AREA A) TECHNOLOGY AGREEMENT (23 APRIL 1992), THE

CRUDE OIL TRANSPORTATION AGREEMENT — ALBA FIELD (16 NOVEMBER

1993) AND THE MEMORANDUM OF UNDERSTANDING (01 NOVEMBER 1994)

DATED 18 FEBRUARY 1998
	 

	 	 
	 
	 	 
	B34

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

(CHEVRON) DATED 09 FEBRUARY 1998
	 

	 	 
	 
	 	 
	B35

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

(STATOIL)DATED 09 FEBRUARY 1998
	 

	 	 
	 
	 	 
	B36

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

DATED 12 JUNE 1998
	 

	 	 
	 
	 	 
	B37

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

DATED 18 JUNE 1998
	 

	 	 
	 
	 	 
	B38

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

DATED 26 JUNE 1998
	 

	 	 
	 
	 	 
	B39

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

DATED 29 JUNE 1998
	 

	 	 
	 
	 	 
	B40

	 	NOVATION AND AMENDMENT NO.15 RELATING TO THE BLOCK 16/26 JOINT

OPERATING AGREEMENT, THE BLOCK 16/26 ALBA (AREA A) TECHNOLOGY

AGREEMENT (23 APRIL 1992), THE CRUDE OIL TRANSPORTATION

AGREEMENT — ALBA FIELD (16 NOVEMBER 1993) AND THE MEMORANDUM OF

UNDERSTANDING (01 NOVEMBER 1994) DATED 25 JANUARY 1999
	 

	 	 
	 
	 	 






6




	 	 	 
	B41

	 	NOVATION OF P.213 SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990) DATED

25 JANUARY 1999
	 

	 	 
	 
	 	 
	B42

	 	SIDE LETTER AGREEMENT DATED APRIL 1999
	 

	 	 
	 
	 	 
	B43

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

(10 OCTOBER 1990) DATED 06 DECEMBER 1999
	 

	 	 
	 
	 	 
	B44

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

(10 OCTOBER 1990) DATED 20 DECEMBER 1999
	 

	 	 
	 
	 	 
	B45

	 	NOVATION AGREEMENT RELATING TO THE P.213 SUPPLEMENTAL AGREEMENT

(10 OCTOBER 1990) DATED 12 JUNE 2000
	 

	 	 
	 
	 	 
	B46

	 	AMENDMENT NO 16 OF JOINT OPERATING AGREEMENT FOR P.213 BLOCK

16/26 DATED 12 OCTOBER 2001
	 

	 	 
	 
	 	 
	B47

	 	SIDE LETTER TO ALBA FIELD CRUDE OIL OFFTAKE PROCEDURES RELATIVE

TO JOINT OPERATING AGREEMENT FOR BLOCK 16/26 (DATED 10 OCTOBER

1990) INSOFAR AS IT APPLIES AS A SEPARATE CONTRACT TO BLOCK

16/26 AREA A DATED 01 NOVEMBER 2002
	 

	 	 
	 
	 	 
	B48

	 	EXECUTION DEED IN RESPECT OF THE AFFECTED AGREEMENTS FOR LICENCE

P.213 FROM ENTERPRISE / SHELL TO TNSL INCLUDING JOINT OPERATING

AGREEMENT (10 OCTOBER 1990), DATED 29 SEPTEMBER 2003
	 

	 	 
	 
	 	 
	B49

	 	NOVATION AND AMENDMENT NO. 20 RELATING TO BLOCK 16/26 JOA (10

OCTOBER 1990) DATED 5 FEBRUARY 2004
	 

	 	 
	 
	 	 
	B50

	 	NOVATION OF P.213 JOA SUPPLEMENTAL AGREEMENT (10 OCTOBER 1990)

DATED 22 MARCH 2005
	 

	 	 
	 
	 	 
	B51

	 	EXECUTION DEED RELATING TO PETROLEUM PRODUCTION LICENCE P.213

DATED 25 APRIL 2005
	 

	 	 
	 
	 	 
	B52

	 	P.213 BLOCK 16/26C — FILE NOTE
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	C

	 	TRANSPORTATION & PROCESSING
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	C01

	 	CRUDE OIL TRANSPORTATION AGREEMENT ALBA FIELD (BLOCK 16/26 OF

LICENCE P.213) DATED 16 NOVEMBER 1993
	 

	 	 
	 
	 	 
	C02

	 	AMENDMENT AND NOVATION OF THE CRUDE OIL TRANSPORTATION AGREEMENT

(16 NOVEMBER 1993) ALBA FIELD (BLOCK 16/26 OF LICENCE P.213)

DATED 24 AUGUST 1994
	 

	 	 
	 
	 	 
	C03

	 	AMENDMENT AND NOVATION NO.1 OF THE CRUDE OIL TRANSPORTATION

AGREEMENT (16 NOVEMBER 1993) ALBA FIELD (BLOCK 16/26 OF LICENCE

P.213) DATED 18 JULY 1995
	 

	 	 
	 
	 	 
	C04

	 	LETTER RE. NIGG BAY CONTRACT DATED 06 OCTOBER 1995
	 

	 	 
	 
	 	 
	C05

	 	NOVATION AGREEMENT RELATING TO THE CRUDE OIL TRANSPORTATION

AGREEMENT ALBA FIELD (BLOCK 16/26 OF LICENCE P.213 — DATED 16

NOVEMBER 1993) DATED 18 SEPTEMBER 1996
	 

	 	 
	 
	 	 






7




	 	 	 	 	 
	 
	 	LETTER RE. ASSIGNMENT ON CONTRACT - ALBA FIELD COA SHIPPING AND

	C06
	 	MARITIME TECHNOLOGY UNIT OF STATOIL DATED 16 SEPTEMBER 1997

	 
	 	 	 	 
	 
	 	NOVATION OF BRITTANIA - ALBA FACILITIES CONSTRUCTION, TIE-IN,

	 
	 	PRE-COMMISSIONING AND COMMISSIONING AGREEMENT (10 APRIL 1998)

	C07
	 	DATED 25 JANUARY 1999

	 
	 	 	 	 
	 
	 	NOVATION OF ALBA / BRITTANIA PIPELINE CROSSING AGREEMENT  (7

	C08
	 	APRIL 1998) DATED 25 JANUARY 1999

	 
	 	 	 	 
	 
	 	NOVATION OF BRITTANIA PIPELINE CROSSING AND COST SHARING

	C09
	 	AGREEMENT (25 SEPTEMBER 1997) DATED 25 JANUARY 1999

	 
	 	 	 	 
	 
	 	FIRST AMENDMENT TO SALE AND PURCHASE AND TRANSPORTATION

	C10
	 	COORDINATION AGREEMENT (1 MAY 1998) DATED 25 JANUARY 1999

	 
	 	 	 	 
	 
	 	BRITTANIA / ALBA ALLOCATION AND COMMINGLING AGREEMENT DATED 27

	C11
	 	APRIL 1999

	 
	 	 	 	 
	 
	 	LETTER RE. ALBA - UPDATING OF NAVION COA AND ASSOCIATED

	C12
	 	AGREEMENTS DATED 02 OCTOBER 2000

	 
	 	 	 	 
	 
	 	LETTER RE. ALBA TRANSPORTATION JOINT VENTURE SIMPLIFICATION

	C13
	 	DATED 13 OCTOBER 2000

	 
	 	 	 	 
	 
	 	LETTER AGREEMENT RE. TRANSPORTATION AND PROCESSING OF CALEDONIA

	C14
	 	PIPELINE LIQUIDS WITH THE FORTIES SYSTEM DATED 18 DECEMBER 2002

	 
	 	 	 	 
	C15
	 	CALEDONIA OPERATING SERVICES AGREEMENT DATED 8 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	AGREEMENT RELATING TO TRANSPORTATION AND PROCESSING OF

	 
	 	PRODUCTION FROM THE CALEDONIA FIELD IN BRITANNIA FACILITIES

	C16
	 	DATED 8 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	AMENDMENT NUMBER ONE TO THE CALEDONIA CTA (17 APRIL 2002)

	C17
	 	BETWEEN BRITANNIA AND CHEVRON DATED 8 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	EXECUTION DEED FROM ENTERPRISE TO TNSL RE VARIOUS ALBA AND

	 
	 	CALEDONIA TRANSPORTATION AND PROCESSING AGREEMENTS INCLUDING

	 
	 	ALBA BLOCK 16/26 (AREA A) TECHNOLOGY AGREEMENT (23 APRIL 1992),

	 
	 	CRUDE OIL TRANSPORTATION AGREEMENT ALBA FIELD (16 NOVEMBER

	 
	 	1993),  AND COMMISSIONING AGREEMENT (10 APRIL 1998), AND OTHERS
	C18
	 	LISTED UNDER SCHEDULE PART 1 - DATED 29 SEPTEMBER 2003

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT IN RESPECT OF ALBA CRUDE OIL SALE AND

	 
	 	PURCHASE AND TRANSPORTATION COORDINATION AGREEMENT (1 MAY 2001)

	C19
	 	DATED 29 SEPTEMBER 2003

	 
	 	 	 	 
	 
	 	CONTRACT OF AFFREIGHTMENT (CHEVRON/NAVION) COVERING THE

	 
	 	PROVISION OF SHUTTLE TANKERS IN RESPECT OF THE ALBA FIELD DATED

	C20
	 	19 DECEMBER 2003
	 
	 	 	 	 






8




	 	 	 
	 	 	NOVATION AGREEMENT RELATING TO BRITANNIA/ALBA ALLOCATION AND
	C21	 	COMMINGLING AGREEMENT (27 APRIL 1999) DATED 5 FEBRUARY 2004
	 	 	NOVATION AGREEMENT RELATING TO PIPELINE CROSSING AND COST
	 	 	SHARING AGREEMENT IN RESPECT OF THE ALBA AND BRITANNIA FIELDS
	C22	 	(25 SEPTEMBER 1997) DATED 5 FEBRUARY 2004
	 	 	NOVATION OF BRITTANIA - ALBA FACILITIES CONSTRUCTION, TIE-IN,
	 	 	PRE-COMMISSIONING AND COMMISSIONING AGREEMENT (10 APRIL 1998)
	C23	 	DATED 5 FEBRUARY 2004
	C24	 	ALBA/BRITANNIA PIPELINE CROSSING AGREEMENT DATED 7 APRIL 1998
	 	 	PIPELINE CROSSING AND COST SHARING AGREEMENT BETWEEN BRITANNIA
	C25	 	OPERATOR & CHEVRON DATED 25 SEPTEMBER 1997
	 	 	 
	 	 	-
	 	 	 
	 	 	-
	D	 	ALBA PRODUCT SALE & PURCHASE
	-	 	 
	D01

	 	ALBA CRUDE OIL MARKETING AND SALE AND PURCHASE AGREEMENT DATED

12 JANUARY 1994
	 

	 	

	 
	 	 
	D02

	 	NOVATION AGREEMENT RELATING TO THE ALBA CRUDE OIL MARKETING AND

SALE AND PURCHASE AGREEMENT (12 JANUARY 1994) DATED 18 SEPTEMBER

1996
	 

	 	

	 
	 	 
	D03

	 	BRITTANIA / ALBA FUEL GAS SALE AND PURCHASE AGREEMENT HEADS OF

AGREEMENT DATED 27 APRIL 1999
	 

	 	

	 
	 	 
	D04

	 	BRITTANIA / ALBA FUEL GAS SALE AND PURCHASE AGREEMENT DATED 25

JUNE 1999
	 
	 	 
	D05

	 	AMENDMENT NO. 1 TO THE BRITANNIA/ALBA FUEL GAS SALE AND PURCHASE

AGREEMENT (25 JUNE 1999) DATED 18 OCTOBER 2001
	 

	 	 
	 
	 	 
	D06

	 	EXECUTION DEED IN RESPECT OF THE AFFECTED AGREEMENTS FOR LICENCE

P.213 FROM ENTERPRISE TO TNSL RE BRITANNIA/ALBA FUEL GAS SALE

AND PURCHASE AGREEMENT (25 JUNE 1999), DATED 29 SEPTEMBER 2003
	 

	 	 
	 
	 	 
	D07

	 	AMENDMENT TO AMENDMENT NO. 1 TO THE BRITTANIA / ALBA FUEL GAS

SALE AND PURCHASE AGREEMENT DATED 20 MAY 2004
	 

	 	 
	 
	 	 
	D08

	 	ALBA CRUDE OIL SALE & PURCHASE & TRANSPORTATION COORDINATION

AGREEMENT DATED 1 MAY 2001
	 

	 	 
	 
	 	 
	D09

	 	NOVATION AGREEMENT IN RESPECT OF ALBA CRUDE OIL SALE & PURCHASE

& TRANSPORTATION COORDINATION AGREEMENT DATED 29 SEPTEMBER 2003
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	 

	 	CALEDONIA PRODUCT SALE & PURCHASE
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	DC1

	 	CALEDONIA RAW GAS SALE AND PURCHASE AGREEMENT DATED 7 JANUARY

2003
	 

	 	 
	 
	 	 
	DC2

	 	NOVATION AGREEMENT IN RESPECT OF CALEDONIA RAW GAS SALE AND

PURCHASE AGREEMENT (7 JANUARY 2003) DATED 29 SEPTEMBER 2003
	 

	 	 
	 
	 	 






9




	 	 	 
	 	 	 
	 	 	-
	 	 	 
	 	 	-
	E	 	MISCELLANEOUS
	-	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	E01

	 	SCOTTISH ASSIGNATION IN SECURITY DATED AUGUST 1991
	 

	 	 
	 
	 	 
	E02

	 	NOTICE OF RETROCESSION OF THE ASSIGNATION OF ASSIGNED CONTRACTS

(INCLUDING COPY ACKNOWLEDGEMENT): (1) SUPPLEMENTAL AGREEMENT

RELATING TO LICENCE P.213 JOINT OPERATING AGREEMENT DATED 10

OCTOBER 1990; (2) CRUDE OIL TRANSPORTATION AGREEMENT — ALBA

FIELD (BLOCK 16/26 OF LICENCE P.213); (3) JOINT OPERATING

AGREEMENT FOR BLOCK 16/26 OF LICENCE P.213 DATED 10 OCTOBER

1990; (4) MEMORANDUM OF UNDERSTANDING FOR BLOCK 16/26 OF LICENCE

P.213 DATED 1 NOVEMBER 1994; (5) LICENCE P.213 DATED 10 JULY

1972, DATED 18 OCTOBER 2004
	 

	 	 
	 
	 	 
	E03

	 	CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM PALADIN

RESOURCES (BITTERN) LIMITED TO PALADIN EXPRO LIMITED DATED 13

JANUARY 2000
	 

	 	 
	 
	 	 
	E04

	 	ALBA LICENCE AGREEMENT SUPPLEMENT — DATED EFFECTIVE 22 JULY 2002

DATED 25 NOVEMBER 2002
	 

	 	 
	 
	 	 
	E05

	 	NOTICE OF ASSIGNMENT OF SPECIFIC CONTRACT DATED 23 July 2003
	 

	 	 
	 
	 	 
	E06

	 	NOTICE OF ASSIGNATION OF ASSIGNED CONTRACT DATED 4 AUGUST 2003
	 

	 	 
	 
	 	 
	E07

	 	STAMP DUTY AGREEMENT (ENTERPRISE/SHELL/TALISMAN) RELATING TO

LICENE P.205, P.202, P.339, P.312, P.103, P.213, P.255 AND P.073

DATED 4 July 2003
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	F

	 	DTI
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 
	 	 
	F01

	 	INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE

PIPELINES FOR ALBA PIPELINE NO’S PL927, PL928, PL1615, PL1544,

PL1891.1 TO PL1891.5 DATED 3 NOVEMBER 2003
	 

	 	 
	 
	 	 
	F02

	 	INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) OFFSHORE

INSTALLATIONS FOR ALBA BLOCK 16/26 DATED 3 NOVEMBER 2003
	 

	 	 
	 
	 	 
	F03

	 	INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) OFFSHORE

INSTALLATIONS FOR CALEDONIA FIELD BLOCK 16/26P ALL SUBSEA

EQUIPMENT DATED 3 NOVEMBER 2003
	 

	 	 
	 
	 	 
	F04

	 	INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE

PIPELINES FOR CALEDONIA FIELD PIPELINE NO’S PL1919-PLU1921

DATED 3 NOVEMBER 2003
	 

	 	 
	 
	 	 






10




	 	 	 
	F05

	 	DEVELOPMENT AND PRODUCTION WORKS CONSENT FOR CALEDONIA FIELD

DEVELOPMENT PLAN DATED 11 FEBRUARY 2004
	 

	 	 
	 
	 	 
	F06

	 	CONSIDERATION TO WITHDRAW SECTION 29 NOTICE (RE CONOCOPHILLIPS)

UNDER SECTION 31(5) FOR OFFSHORE INSTALLATION FOR ALBA SENT TO

TNSL DATED 30 MARCH 2004
	 

	 	 
	 
	 	 
	F07

	 	CONSIDERATION TO WITHDRAW SECTION 29 NOTICE (RE CONOCOPHILLIPS)

UNDER SECTION 31(5) FOR SUBMARINE PIPELINES FOR ALBA SENT TO

TNSL DATED 30 MARCH 2004
	 

	 	 
	 
	 	 
	F08

	 	CONSIDERATION TO WITHDRAW SECTION 29 NOTICE (RE CONOCOPHILLIPS)

UNDER SECTION 31(5) FOR SUBMARINE PIPELINES IN THE ALBA FIELD

SENT TO TNSL DATED 29 APRIL 2004
	 

	 	 
	 
	 	 
	F09

	 	CONSIDERATION TO WITHDRAW SECTION 29 NOTICE (RE CONOCOPHILLIPS)

UNDER SECTION 31(5) FOR OFFSHORE INSTALLATION FOR ALBA SENT TO

TNSL DATED 29 APRIL 2004
	 

	 	 
	 
	 	 
	F10

	 	DTI — PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

AMENDED SCHEDULE DATED 17 JUNE 2004
	 

	 	 
	 
	 	 
	F11

	 	DTI — PETROLEUM ACT 1998 : SECTION 29 NOTICE OFFSHORE

INSTALLATIONS AMENDED SCHEDULE DATED 17 JUNE 2004
	 

	 	 
	 
	 	 
	F12

	 	DTI — PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS RE

SECTION 29 NOTICE SUBMARINE PIPELINES FOR ALBA FIELD DATED 18

NOVEMBER 2004
	 

	 	 
	 
	 	 
	F13

	 	DTI — LICENCE P.213 FOR ALBA FIELD CONSENT TO FLARE GAS DATED 31

DECEMBER 2004
	 

	 	 
	 
	 	 
	F14

	 	DTI — LICENCE P.213 FOR ALBA FIELD CONSENT TO VENT GAS DATED 31

DECEMBER 2004
	 

	 	 
	 
	 	 
	F15

	 	DTI — LICENCE P.213 FOR CALEDONIA FIELD CONSENT TO FLARE GAS

DATED 31 DECEMBER 2004
	 

	 	 
	 
	 	 
	F16

	 	DTI — PETROLEUM ACT 1998 : SUBSTITUTE SECTION 29 NOTICE

SUBMARINE PIPELINES FOR ALBA FIELD DATED 12 JANUARY 2005
	 

	 	 
	 
	 	 
	F17

	 	DTI: PETROLEUM PRODUCTION LICENCE NO P.213 DEVELOPMENT AND

PRODUCTION WORKS DATED 31 DECEMBER 2005
	 

	 	 
	 
	 	 
	F18

	 	DTI: PETROLEUM PRODUCTION LICENCE NO P.213 DEVELOPMENT AND

PRODUCTION WORKS DATED 9 DECEMBER 2005
	 

	 	 
	 
	 	 
	F19

	 	DTI: PETROLEUM PRODUCTION LICENCES NOS P.213 CONSENT TO FLARE

GAS DATED 31 DECEMBER 2005
	 

	 	 
	 
	 	 
	F20

	 	DTI: PETROLEUM PRODUCTION LICENCE NO P.213 CONSENT TO FLARE GAS

DATED 31 DECEMBER 2005
	 

	 	 
	 
	 	 
	F21

	 	DTI: THE ENERGY ACT 1976 PETROLEUM PRODUCTION LICENCE NO P.213

CONSENT TO VENT GAS DATED 31 DECEMBER 2005
	 

	 	 
	 
	 	 






11




	 	 	 	 	 
	 	 	RENEE FIELD, LICENCE P.226 BLOCK 15/27
	A	 	LICENCE DATA
	-	 	 	 	 
	 
	 	LICENCE NO. P.266 TO SEARCH AND BORE FOR AND GET PETROLEUM IN

	A01
	 	BLOCKS 3/22, 9/16, 15/27, 210/15 AND 211/1 DATED 10 JULY 1972.

	 
	 	 	 	 
	A02
	 	ASSIGNMENT OF LICENCE P.226 DATED 25 APRIL 1984

	 
	 	 	 	 
	A03
	 	DEED OF ASSIGNMENT FOR P.226 DATED 13 SEPTEMBER 1984

	 
	 	 	 	 
	A04
	 	DEED OF ASSIGNMENT FOR P.226 DATED 18 JANUARY 1986

	 
	 	 	 	 
	A05
	 	DEED OF ASSIGNMENT FOR P.226 DATED 23 JUNE 1987

	 
	 	 	 	 
	A06
	 	DEED OF ASSIGNMENT FOR P.226 DATED 7 AUGUST 1989

	 
	 	 	 	 
	A07
	 	DEED OF ASSIGNMENT FOR P.226 DATED 29 SEPTEMBER 1989

	 
	 	 	 	 
	A08
	 	DEED OF LICENCE ASSIGNMENT FOR P.226 DATED 20 OCTOBER 1989

	 
	 	 	 	 
	A09
	 	TRUST DEED FOR LICENCE P.226 DATED 20 OCTOBER 1989

	 
	 	 	 	 
	A10
	 	DEED OF ASSIGNMENT FOR P.226 DATED 31 OCTOBER 1989

	 
	 	 	 	 
	A11
	 	DEED OF ASSIGNMENT FOR P.226 DATED 7 MAY 1991

	 
	 	 	 	 
	A12
	 	SCHEDULE OF RETAINED AREA FOR P.226 DATED AS FROM 16 MARCH 1995

	 
	 	 	 	 
	A13
	 	DEED OF ASSIGNMENT FOR P.226 DATED 1 APRIL 1996

	 
	 	 	 	 
	 
	 	AGREEMENT NOVATING TRUST DEED (20 OCTOBER 1989) RELATING TO

	A14
	 	P.226 DATED 1 APRIL 1996

	 
	 	 	 	 
	A15
	 	DEED OF LICENCE ASSIGNMENT FOR P.226 DATED 3 OCTOBER 1996

	 
	 	 	 	 
	 
	 	SECOND TRUST DEED (REPLACING TRUST DEED 20 OCTOBER 1989) FOR

	A16
	 	P.226 DATED 3 OCTOBER 1996

	 
	 	 	 	 
	A17
	 	DEED OF ASSIGNMENT FOR P.226 DATED 10 MARCH 1997

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL TO SECOND TRUST DEED (3 OCTOBER 1996) DATED 10

	A18
	 	MARCH 1997

	 
	 	 	 	 
	A19
	 	DEED OF ASSIGNMENT FOR P.226 DATED 11 MARCH 1997

	 
	 	 	 	 
	 
	 	THIRD TRUST DEED (REPLACING SECOND TRUST DEED DATED 3 OCTOBER

	A20
	 	1996) LICENCE P.226 DATED 11 MARCH 1997
	 
	 	 	 	 
	A21
	 	DEED OF ASSIGNMENT FOR P.226 DATED 21 NOVEMBER 1997

	 
	 	 	 	 
	 
	 	FOURTH TRUST DEED (REPLACING THIRD TRUST DEED DATED 11 MARCH

	A22
	 	1997) LICENCE P.226, DATED 21 NOVEMBER 1997.
	 
	 	 	 	 
	A23
	 	DEED OF LICENCE ASSIGNMENT FOR P.226 DATED 25 NOVEMBER 1997

	 
	 	 	 	 
	 
	 	FIFTH TRUST DEED (REPLACING FOURTH TRUST DEED DATED 21 NOVEMBER

	A24
	 	1997 LICENCE P.226), DATED 28 NOVEMBER 1997.
	 
	 	 	 	 
	A25
	 	DEED OF LICENCE ASSIGNMENT FOR P.266 DATED 28 NOVEMBER 1997

	 
	 	 	 	 
	 
	 	SIXTH TRUST DEED (REPLACING LICENCE P.226 FIFTH TRUST DEED DATED

	A26
	 	28 NOVEMBER 1997) DATED 1 JULY 1998.
	 
	 	 	 	 
	A27
	 	DEED OF ASSIGNMENT FOR P.226 DATED 1 JULY 1998

	 
	 	 	 	 
	 
	 	TRUST DEED RELATING TO UNITED KINGDOM PETROLEUM PRODUCTION

	 
	 	LICENCE NO. P.226 AS IT APPLIES TO BLOCK 15/27ONLY , DATED 25

	A28
	 	FEBRUARY 2000.

	 
	 	 	 	 
	 
	 	DEED OF LICENCE ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE

	A29
	 	P.226, DATED 20 JULY 2000.

	 
	 	 	 	 
	 
	 	SEVENTH TRUST DEED (REPLACING LICENCE P.226 SIXTH TRUST DEED

	A30
	 	DATED 1 JULY 1998), DATED 20 JULY 2000.

	 
	 	 	 	 
	 
	 	NOVATION OF TRUST DEED RELATING TO UNITED KINGDOM PETROLEUM

	 
	 	PRODUCTION LICENCE NO. P.226 BLOCK 15/27 (25 FEBRUARY 2000),

	A31
	 	DATED 20 JULY 2000.

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.226

	A32
	 	DATED 4 OCTOBER 2002

	 
	 	 	 	 
	 
	 	EIGHTH TRUST DEED (REPLACING SEVENTH TRUST DEED 20 July 2000)

	A33
	 	DATED 4 OCTOBER 2002

	 
	 	 	 	 
	 
	 	GUARANTEE BY CENTRICA IN FAVOUR OF PHILLIPS PETROLEUM CO LTD RE

	 
	 	CENTRICA RESOURCES LIMITED INTEREST IN LICENCE P.339 BLOCK

	A34
	 	15/28B AND P.226 BLOCK 15/27 , DATED 20 NOVEMBER 2002
	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

	A35
	 	LICENCE P.226 DATED 28 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NINTH TRUST DEED (REPLACING LICENCE P.226 EIGTH TRUST DEED DATED

	A36
	 	4 OCTOBER 2002) DATED 28 NOVEMBER 2002
	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED BLOCK 15/27 ONLY (DATED 25

	A37
	 	FEBRUARY 2000), DATED 28 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

	A38
	 	LICENCE P.226 DATED 1 DECEMBER 2002

	 
	 	 	 	 
	 
	 	TENTH TRUST DEED (REPLACING LICENCE P.226 NINTH TRUST DEED DATED

	A39
	 	28 NOVEMBER 2002) DATED 1 DECEMBER 2002
	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF GUARANTEE (20 NOVEMBER 2002) CENTRICA TO

	A40
	 	TALISMAN DATED 1 DECEMBER 2002

	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED (25 FEBRUARY 2000) IN RESPECT OF

	 
	 	UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 DATED 1

	A41
	 	DECEMBER 2002

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

	A42
	 	LICENCE P.226 DATED 10 MARCH 2003

	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED DATED 25 FEBRUARY 2000 RELATING

	 
	 	TO UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 DATED 10

	A43
	 	MARCH 2003

	 
	 	 	 	 
	 
	 	ELEVENTH TRUST DEED (REPLACING TENTH TRUST DEED 1 DECEMBER 2002)

	A44
	 	FOR P.226 DATED 10 MARCH 2003

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE

	A45
	 	P.226 DATED 1 OCTOBER 2003

	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED (25 FEBRUARY 2000) IN RESPECT OF

	 
	 	UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 DATED 1

	A46
	 	OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION OF LETTER AGREEMENT (22 MAY 1998) IN RESPECT OF LICENCE

	A47
	 	P.226 BLOCK 15/27 DATED 1 OCTOBER 2003

	 
	 	 	 	 
	 
	 	TWELFTH TRUST DEED (REPLACING LICENCE P.226 ELEVENTH TRUST DEED

	A48
	 	DATED 10 MARCH 2003) DATED 1 OCTOBER 2003

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

	A49
	 	LICENCE P.226 DATED 10 NOVEMBER 2003

	 
	 	 	 	 
	 
	 	THIRTEENTH TRUST DEED (REPLACING LICENCE P.226 TWELFTH TRUST

	A50
	 	DEED 1 OCTOBER 2003) DATED 10 NOVEMBER 2003

	 
	 	 	 	 
	 
	 	EXECUTION DEED AFFECTING 1) LICENCE FOR P.226 2) TRUST DEED FOR

	 
	 	P.226 BLOCK 15/27 3) THIRTEENTH TRUST DEED (REPLACING TWELFTH

	 
	 	TRUST DEED (1 OCTOBER 2003) BETWEEN AHL AND ENCANA DATED 21

	A51
	 	SEPTEMBER 2004

	 
	 	 	 	 
	B
	 	OPERATING AGREEMENTS
	 
	 	 	 	 
	B01
	 	OPERATING AGREEMENT DATED 29 JANUARY 1964

	 
	 	 	 	 
	B02
	 	AMENDMENT TO AGREEMENT (29 JANUARY 1964) DATED 9 JUNE 1964

	 
	 	 	 	 
	B03
	 	THIRD AMENDMENT TO AGREEMENT (29 JANUARY 1964) DATED 2 JULY 1964

	 
	 	 	 	 
	B04
	 	AGREEMENT DATED 24 JUNE 1965

	 
	 	 	 	 
	B05
	 	AMENDMENT TO AGREEMENT DATED 9 DECEMBER 1966

	 
	 	 	 	 
	B06
	 	AMENDMENT TO AGREEMENT DATED 1 JANUARY 1971

	 
	 	 	 	 
	B07
	 	AMENDMENT TO AGREEMENT DATED 01 JANUARY 1973

	 
	 	 	 	 
	B08
	 	AMENDMENT TO AGREEMENT DATED 16 AUGUST 1978

	 
	 	 	 	 
	B09
	 	INDIGO AREA OPERATING AGREEMENT NOVATION DATED 25 APRIL 1984

	 
	 	 	 	 
	B10
	 	INDIGO AREA OPERATING AGREEMENT NOVATION DATED 20 DECEMBER 1985

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO P.226 BASE NORTH SEA AGREEMENT

	B11
	 	(INDIGO AREA) DATED 7 AUGUST 1989

	 
	 	 	 	 
	 
	 	P.226 INDIGO AREA OPERATING AGREEMENT NOVATION DATED 15 OCTOBER

	B12
	 	 	1992	 
	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT AGREEMENT RELATING TO JOINT OPERATING

	B13
	 	AGREEMENT FOR P.226 BLOCK 210/15A DATED 2 APRIL 1996

	 
	 	 	 	 
	 
	 	P.226 INDIGO AREA OPERATING AGREEMENT NOVATION DATED 21 NOVEMBER

	B14
	 	 	1997	 
	 
	 	 	 	 
	 
	 	P.226 INDIGO AREA OPERATING AGREEMENT NOVATION, DATED 28

	B15
	 	NOVEMBER 1997

	 
	 	 	 	 
	 
	 	JOINT OPERATING AGREEMENT FOR UNITED KINGDOM PETROLEUM

	B16
	 	PRODUCTION LICENCE P.226 FOR BLOCK 15/27, DATED 21 JANUARY 1998.

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO OPERATING AGREEMENT FOR LICENCE

	B17
	 	P.226 BLOCK 15/17, DATED 1 JULY 1998.

	 
	 	 	 	 
	 
	 	FIRST AMENDING AGREEMENT TO JOINT OPERATING AGREEMENT DATED 21

	 
	 	JANUARY 1998 UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27,

	B18
	 	DATED 9 FEBRUARY 1999.

	 
	 	 	 	 
	 
	 	AMENDMENT TO JOINT OPERATING AGREEMENT UK PETROLEUM PRODUCTION

	B19
	 	LICENCE P.226 BLOCK 15/27, DATED 25 FEBRUARY 2000

	 
	 	 	 	 
	 
	 	AMENDMENT TO JOINT OPERATING AGREEMENT UK PETROLEUM PRODUCTION

	B20
	 	LICENCE P.226 BLOCK 15/27, AREA B, DATED 25 FEBRUARY 2000

	 
	 	 	 	 
	 
	 	AMENDMENT TO JOINT OPERATING AGREEMENT UK PETROLEUM PRODUCTION

	B21
	 	LICENCE P.226 BLOCK 15/27, AREA C, DATED 25 FEBRUARY 2000

	 
	 	 	 	 
	 
	 	NOVATION OF JOINT OPERATING AGREEMENT UK PETROLEUM PRODUCTION

	B22
	 	LICENCE P.226 BLOCK 15/27,, DATED 20 JULY 2000.

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF THE JOINT OPERATING AGREEMENT UK

	 
	 	PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27, AREA B, DATED 29

	B23
	 	AUGUST 2000.

	 
	 	 	 	 
	 
	 	NOVATION OF JOINT OPERATING AGREEMENT RELATING TO (CHANGE OF

	 
	 	OPERATOR) TO UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27

	B24
	 	AREA A (21 JANUARY 1998 ) DATED 28 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION OF JOINT OPERATING AGREEMENT RELATING TO UK PETROLEUM

	 
	 	PRODUCTION LICENCE P.226 BLOCK 15/27 AREA B (21 JANUARY 1998 )

	B25
	 	DATED 28 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION OF JOINT OPERATING AGREEMENT RELATING TO (CHANGE OF

	 
	 	OPERATOR) FOR UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27

	B26
	 	AREA C (21 JANUARY 1998) DATED 28 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO

	 
	 	UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 AREA A (21

	B27
	 	JANUARY 1998)  DATED 1 DECEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO

	 
	 	UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 AREA B (21

	B28
	 	JANUARY 1998)  DATED 1 DECEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO

	 
	 	UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 AREA C (21

	B29
	 	JANUARY 1998)  DATED 1 DECEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO

	 
	 	UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 AREA A (21

	B30
	 	JANUARY 1998)  DATED 10 MARCH 2003

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO

	 
	 	UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 AREA B (21

	B31
	 	JANUARY 1998)  DATED 10 MARCH 2003

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO

	 
	 	UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 AREA C (21

	B32
	 	JANUARY 1998)  DATED 10 MARCH 2003

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT IN RESPECT

	 
	 	OF UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 AREA A (21

	B33
	 	JANUARY 1998)  DATED 1 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT IN RESPECT

	 
	 	OF UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 AREA B (21

	B34
	 	JANUARY 1998)  DATED 1 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT IN RESPECT

	 
	 	OF UK PETROLEUM PRODUCTION LICENCE P.226 BLOCK 15/27 AREA C (21

	B35
	 	JANUARY 1998)  DATED 1 OCTOBER 2003

	 
	 	 	 	 
	 
	 	AGREEMENT FOR THE TRANSFER OF OPERATORSHIPIN RESPECT OF THE

	 
	 	JOINT OPERATING AGREEMENT FOR P.226 BLOCK 15/27 (INSOFAR AS IT

	 
	 	RELATES AS A SEPARATE AGREEMENT TO AREA B) DATED 21 SEPTEMBER

	B36
	 	 	2004	 
	 
	 	 	 	 
	 
	 	EXECUTION DEED RE P.226 15/27 AFFECTING 2) JOA AS AMENDED TO

	 
	 	APPLY AS SEPARATE AGREEMENT TO AREA B (25 FEBRUARY 200O), 3) JOA

	 
	 	AS AMENDED TO APPLY AS SEPARATE AGREEMENT FOR AREA C (25

	B37
	 	FEBRUARY 2000), DATED 21 SEPTEMBER 2004

	 
	 	 	 	 
	C
	 	TRANSPORTATION & PROCESSING
	 
	 	 	 	 
	 
	 	INTERIM R-BLOCK COMMON FACILITIES AGREEMENT UK PETROLEUM

	 
	 	PRODUCTION LICENCES P.226 NAD P.339 BLOCKS 15/27 AND 15/28B,

	C01
	 	DATED 21 JANUARY 1998.

	 
	 	 	 	 
	 
	 	R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT (AH001
	C02
	 	OWNERS AND R-BLOCK OWNERS) DATED 29 JANUARY 1998.

	 
	 	 	 	 
	 
	 	AH001 - R-BLOCK CONSTRUCTION, INSTALLATION AND TIE-IN AGREEMENT

	C03
	 	DATED 29 JANUARY 1998

	 
	 	 	 	 
	 
	 	LETTER FROM ELF TO PHILLIPS RE R-BLOCK DEVELOPMENT PRIOR TO TPA

	C04
	 	DATED 29 JANUARY 1998

	 
	 	 	 	 
	C05
	 	OPERATIONAL MATRIX AGREEMENT, DATED 29 JANUARY 1998.

	 
	 	 	 	 
	 
	 	LETTER AGREEMENT AUTHORISING OPERATOR TO EXECUTE AGREEMENTS RE

	 
	 	THE DEVELOPMENT OF THE RENEE AND RUBIE FIELDS, DATED 29 JANUARY

	C06
	 	 	1998.	 
	 
	 	 	 	 
	 
	 	R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT THROUGH
	C07
	 	FLOTTA SYSTEM), DATED 20 MARCH 1998

	 
	 	 	 	 
	 
	 	AGREEMENT BETWEEN PHILLIPS PETROLEUM COMPANY UK LIMITED (ACTING

	 
	 	FOR AND ON BEHALF OF ITSELF AND THE R-BLOCK GROUP) AND ELF

	 
	 	EXPLORATION UK PLC IN RESPECT OF R-BLOCK NGLS DATED 20 MARCH

	C08
	 	 	1998	 
	 
	 	 	 	 
	C09
	 	FLOTTA POWER EXPORT LETTER, DATED 20 MARCH 1998.

	 
	 	 	 	 
	 
	 	INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS

	 
	 	RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA

	C10
	 	SYSTEM, DATED 20 MARCH 1998

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

	C11
	 	PROCESSING AGREEMENT (20 MARCH 1998) DATED 26 MARCH 1998

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	 
	 	OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 26 MARCH

	C12
	 	 	1998	 
	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES

	 
	 	AGREEEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21

	C13
	 	JANUARY 1998) DATED 26 MARCH 1998

	 
	 	 	 	 
	 
	 	R-BLOCK PIPELINES OVER THE MILLER PIPELINE - PIPELINE CROSSING
	C14
	 	AGREEMENT DATED 31 MARCH 1998

	 
	 	 	 	 
	 
	 	HYDROCARBON ALLOCATION METHODOLOGY IVANHOE/ROB ROY/ RENEE/RUBIE,

	C15
	 	UNDATED

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	 
	 	OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 1 JULY

	C16
	 	 	1998	 
	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES

	 
	 	AGREEEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21

	C17
	 	JANUARY 1998) DATED 1 JULY 1998

	 
	 	 	 	 
	 
	 	NOVATION OF THE R-BLOCK PIPELINES OVER THE MILLER PIPELINE

	 
	 	PIPELINE CROSSING AGREEMENT (31 MARCH 1998) DATED 31 DECEMBER

	C18
	 	 	1998.	 
	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

	C19
	 	PROCESSING AGREEMENT (20 MARCH 1998) DATED 22ND JANUARY 1999

	 
	 	 	 	 
	 
	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

	 
	 	REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

	C20
	 	IN THE FLOTTA SYSTEM (20 MARCH 1998)  DATED 1 MAY 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

	C21
	 	PROCESSING AGREEMENT (20 MARCH 1998) DATED 1 MAY 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT IN RESPECT OF R-BLOCK AREA NGL'S AND FLOTTA

	C22
	 	POWER EXPORT AGREEMENT (20 MARCH 1998) DATED 01 MAY 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	 
	 	OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 30 JUNE

	C23
	 	 	2000	 
	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	 
	 	OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 20 JULY

	C24
	 	 	2000	 
	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

	C25
	 	PROCESSING AGREEMENT (20 MARCH 1998) DATED 20 JULY 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES

	 
	 	AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21

	C26
	 	JANUARY 1998) DATED 20 JULY 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

	C27
	 	PROCESSING AGREEMENT (20 MARCH 1998) DATED 22 DECEMBER 2000

	 
	 	 	 	 
	 
	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

	 
	 	REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

	C28
	 	IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 22 DECEMBER 2000.

	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT IN RESPECT OF R-BLOCK NGL’S AND FLOTTA

	C29
	 	POWER EXPORT AGREEMENT (20 MARCH 1998) DATED 22 DECEMBER 2000.

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

	C30
	 	PROCESSING AGREEMENT (20 MARCH 1998) DATED 30 MARCH 2001

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES

	 
	 	AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21

	C31
	 	JANUARY 1998) DATED 30 MARCH 2001

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	C32
	 	OPERATIONAL SERVICES AGREEMENT DATED 23 APRIL 2001

	 
	 	 	 	 
	 
	 	NOVATION OF ACKNOWLEGEMENT AGREEMENT RELATING TO THE

	 
	 	TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH

	C33
	 	1998) DATED 12 NOVEMBER 2002
	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	 
	 	OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 12

	C34
	 	NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES

	C35
	 	AGREEMENT (29 JANUARY 1998) DATED 28 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT

	C36
	 	(20 MARCH 1998) DATED 28 NOVEMBER 2002
	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES

	 
	 	AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 AND P.339 (21

	C37
	 	JANUARY 1998) DATED 28 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	LETTER AGREEMENT CONOCO PHILLIPS TO TALISMAN RE RENEE & RUBIE

	 
	 	POST-COMPLETION PRODUCTION REPORTING & GAS NOMINATION SERVICES

	C38
	 	DATED 29 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION OF R-BLOCK NGLS AGREEMENT (20 MARCH 1998) DATED 1

	C39
	 	DECEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT

	C40
	 	(20 MARCH 1998) DATED 1 DECEMBER 2002
	 
	 	 	 	 
	 
	 	NOVATION OF INTERFACE AGREEMENT (20 MARCH 1998) DATED 1 DECEMBER

	C41
	 	 	2002	 
	 
	 	 	 	 
	 
	 	NOVATION OF R-BLOCK PIPELINES OVER THE MILLER PIPELINE -

	 
	 	PIPELINE CROSSING AGREEMENT (31 MARCH 1998) DATED 1 DECEMBER

	C42
	 	 	2002	 
	 
	 	 	 	 
	 
	 	NOVATION OF AH-001 R-BLOCK CONSTRUCTION, INSTALLATION AND TIE-IN

	C43
	 	AGREEMENT (29 JANUARY 1998) DATED 1 DECEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION OF FLOTTA POWER EXPORT LETTER AGREEMENT (20 MARCH 1998)

	C44
	 	DATED 1 DECEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES

	 
	 	AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226, P.339, BLOCKS

	C45
	 	15/27 AND 15/28B (21 JANUARY 1998) DATED 1 DECEMBER 2002
	 
	 	 	 	 
	 
	 	NOVATION OF OPERATIONAL MATRIX AGREEMENT (29 JANUARY 1998) DATED

	C46
	 	1 DECEMBER 2002
	 
	 	 	 	 
	 
	 	NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES

	C47
	 	AGREEMENT (29 JANUARY 1998) DATED 10 MARCH 2003

	 
	 	 	 	 
	 
	 	NOVATION  OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT

	C48
	 	(20 MARCH 1998) DATED 10 MARCH 2003
	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES

	 
	 	AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 & P.339 BLOCKS

	C49
	 	15/27 AND 15/28B (21 JANNUARY 1998) DATED 10 MARCH 2003
	 
	 	 	 	 
	 
	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

	 
	 	REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

	C50
	 	IN THE FLOTTA SYSTEM (20 MARCH 1998)  DATED 1 JULY 2003

	 
	 	 	 	 
	 
	 	NOVATION OF ACKNOWLEGEMENT AGREEMENT RELATING TO THE

	 
	 	TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH

	C51
	 	1998) DATED 1 JULY 2003
	 
	 	 	 	 
	 
	 	NOVATION  OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT

	C52
	 	(20 MARCH 1998) DATED 1 JULY  2003
	 
	 	 	 	 
	 
	 	NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES

	C53
	 	AGREEMENT (29 JANUARY 1998) DATED 1 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT

	C54
	 	(20 MARCH 1998) DATED 1 OCTOBER 2003
	 
	 	 	 	 
	 
	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

	 
	 	REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

	C55
	 	IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES

	 
	 	AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226, P.339, BLOCKS

	C56
	 	15/27 AND 15/28B (21 JANUARY 1998) DATED 1 OCTOBER 2003
	 
	 	 	 	 
	 
	 	NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE

	 
	 	TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEMS (20

	C57
	 	MARCH 1998) DATED 10 OCTOBER 2003

	 
	 	 	 	 
	 
	 	EXECUTION DEED RELATING TO INTER-ALIA R BLOCK PIPELINES OVER THE

	 
	 	MILLER PIPELINE CROSSING AGREEMENT (31 MARCH 1998) DATED 1

	C58
	 	NOVEMBER 2004

	 
	 	 	 	 
	 
	 	EXECUTION DEED RELATING TO INTER-ALIA RE R-BLOCK OIL

	 
	 	TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998),

	 
	 	INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS

	 
	 	RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA

	 
	 	SYSTEM (20 MARCH 1998), ACKNOWLEDGEMENT AGREEMENT RELATING TO

	 
	 	THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20

	 
	 	MARCH 1998) SEE SCHEDULE PART 1 FOR ALL DOCUMENTS RELATING TO

	C59
	 	EXECUTION DEED DATED 31 DECEMBER 2004

	 
	 	 	 	 
	 
	 	PIPELINE CROSSING AGREEMENT IN RESPECT OF THE CROSSING OF THE 8"

	 
	 	RENEE OIL PIPELINES PL1616 AND PL1617, THE 8" RENEE WATER

	 
	 	INJECTION PIPELINE PL1620, THE 4" RENEE GAS PIPELINE PL1618 AND

	 
	 	THE RENEE UMBILICAL PL1619 BY THE TWEEDSMUIR PIPELINES AND

	C60
	 	UMBILICAL DATED 29 JULY 2005

	 
	 	 	 	 
	D
	 	SALE & PURCHASE AGREEMENTS
	 
	 	 	 	 
	E
	 	MISCELLANEOUS
	 
	 	 	 	 
	E01
	 	STAMPDUTY AGREEMENT DATED 25 APRIL 1984

	 
	 	 	 	 
	 
	 	FIRST AMENDMENT TO STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 13

	E02
	 	SEPTEMBER 1984

	 
	 	 	 	 
	 
	 	NOVATION RELATING TO THE PAYMENT OF STAMPDUTY AND THE RETENTION

	E03
	 	OF DOCUMENTS RE LICENCE P.226 DATED 1 JANUARY 1986

	 
	 	 	 	 
	 
	 	SECOND AMENDMENT TO STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 6

	E04
	 	MARCH 1986

	 
	 	 	 	 
	 
	 	THIRD AMENDMENT TO STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 23

	E05
	 	JUNE 1987

	 
	 	 	 	 
	 
	 	FOURTH SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984)

	E06
	 	DATED 29 SEPTEMBER 1989

	 
	 	 	 	 
	 
	 	FIFTH SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS

	E07
	 	AMENDED DATED 20 OCTOBER 1989

	 
	 	 	 	 
	 
	 	SIXTH  SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS

	E08
	 	AMENDED DATED 17 NOVEMBER 1989

	 
	 	 	 	 
	E09
	 	STAMPDUTY AGREEMENT DATED 15 OCTOBER 1992

	 
	 	 	 	 
	E10
	 	CONFIDENTIALITY AGREEMENT DATED 21 JULY 1995

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 1

	E11
	 	APRIL 1996

	 
	 	 	 	 
	E12
	 	STAMPDUTY AGREEMENT DATED 2 APRIL 1996

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 3

	E13
	 	OCTOBER 1996

	 
	 	 	 	 
	 
	 	CONFIDENTIALITY AGREEMENT BETWEEN ELF EXPLORATION UK PLC,

	 
	 	PHILLIPS PETROLEUM COMPANY UNITED KINGDOM LIMITED AND AMERADA

	 
	 	HESS LIMITED RELATING TO THE TRANSPORTATION OF BLOCKS 15/27 AND

	 
	 	15/28B LIQUIDS VIA AH001 AND THE FLOTTA SYSTEM FOR PROCESSING AT
	E14
	 	FLOTTA TERMINAL DATED 12 FEBRUARY 1997

	 
	 	 	 	 
	 
	 	LETTER AGREEMENT RE FEED STUDIES FOR R-BLOCK TIEBACK TO AH001

	E15
	 	DATED 4 MARCH 1997

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 10

	E16
	 	MARCH 1997

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) DATED 11

	E17
	 	MARCH 1997

	 
	 	 	 	 
	 
	 	AGREEMENT CONCERNING THE RETENTION OF DOCUMENTS OUTSIDE THE UK

	E18
	 	DATED 18 NOVEMBER 1997

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL TO STAMPDUTY AGREEMENT DATED 25 APRIL 1984, AS

	E19
	 	AMENDED, DATED 21 NOVEMBER 1997.

	 
	 	 	 	 
	 
	 	LETTER RE. REBATE TO NON-OPERATORS OF COSTS FOR PROJECT

	 
	 	MANAGEMENT SERVICES PROVIDED BY PHILLIPS PETROLEUM COMPANY

	 
	 	UNITED KINGDOM LIMITED UNDER THE RENEE JOINT OPERATING AGREEMENT

	E20
	 	FOR BLOCK 15/27 DATED 22 JULY 1999

	 
	 	 	 	 
	E21
	 	GUARANTEE BY MARUBENI IN FAVOUR OF PHILLIPS, DATED 17 JULY 2000.

	 
	 	 	 	 
	 
	 	STAMPDUTY AGREEMENT IN RESPECT OF UNITED KINGDOM PETROLEUM

	 
	 	PRODUCTION LICENCES P.079 (BLOCK 30/13C), P.140 (BLOCK 15/26A),

	 
	 	P.226 (BLOCK 15/27) AND P.339 (BLOCK 15/28B) BETWEEN PHILLIPS

	 
	 	PETROLEUM COMPANY UNITED KINGDOM LIMITED AND TALISMAN ENERGY

	E22
	 	(UK) LIMITED DATED 31 JULY 2002

	 
	 	 	 	 
	 
	 	COPY POWER OF ATTORNEY BY TALISMAN ENERGY (UK) LIMITED IN FAVOUR

	E23
	 	OF PHILIPARGO DATED 30 JULY 2002

	 
	 	 	 	 
	 
	 	COPY POWER OF ATTORNEY BY PHILLIPS PETROLEUM COMPANY UNITED

	 
	 	KINGDOM LIMITED IN FAVOUR OF JONATHAN LEE AND EMMA CULLEY DATED

	E24
	 	31 JULY 2002
	 
	 	 	 	 
	 
	 	SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS

	E25
	 	AMENDED DATED 4 OCTOBER 2002

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS

	E26
	 	AMENDED, DATED 28 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL TO A STAMPDUTY AGREEMENT (25 APRIL 1984) AS

	E27
	 	AMENDED, DATED 1 DECEMBER 2002

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY FOR MARTIN YORK (CENTRICA) RE SIGN, SEAL AND

	E28
	 	DELIVER DOCUMENTS FOR SALE AND PURCHASE DATED 12 DECEMBER 2002

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY APPOINTING KIRSTY ROBERTSON TO EXECUTE THE

	E29
	 	SALE & PURCHASE AGREEMENT  DATED 10 DECEMBER 2002

	 
	 	 	 	 
	 
	 	AGREEMENT FOR THE RETENTION OF DOCUMENTS OUTSIDE THE UNITED

	 
	 	KINGDOM RE BLOCKS 15/27 AND 15/28B INCLUDING THE RENEE AND RUBIE

	E30
	 	FIELDS DATED 20 DECEMBER 2002

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY APPOINTING KIRSTY ROBERTSON TO EXECUTE THE

	 
	 	NOVATION OF THE R-BLOCK OIL TRANSPORTATION AND PROCESSING

	E31
	 	AGREEMENT FOR TNSL & TPUK DATED 6 MARCH 2003

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY APPOINTING KIRSTY ROBERTSON TO EXECUTE THE

	 
	 	R-BLOCK OIL PROCESSING AND OPERATIONAL SERVICES AGREEMENT DATED
	E32
	 	6 MARCH 2003
	 
	 	 	 	 
	E33
	 	DEED OF ADHERENCE DATED 1 OCTOBER 2003

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT IN RESPECT OF THE MARUBENI GUARANTEE (17 JULY

	E34
	 	2000) DATED 1 OCTOBER 2003
	 
	 	 	 	 
	 
	 	CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM INTREPID

	 
	 	ENERGY ALPHA LTD TO TALISMAN ENERGY ALPHA LTD DATED 6 JANUARY

	E35
	 	 	2004	 
	 
	 	 	 	 
	 
	 	DEED OF ADHERENCE RELATING TO A STAMPDUTY (25 APRIL 1984) DATED

	E36
	 	21 SEPTEMBER 2004
	 
	 	 	 	 
	F
	 	DTI DOCUMENTATION
	 
	 	 	 	 
	 
	 	DTI LETTER OF CONSENT DATED 23 JANUARY 1998 RE. PROPOSED

	 
	 	ASSIGNMENT OF VARIOUS BG COMPANIES LICENCE INTERESTS TO INTREPID

	F01
	 	ENERGY NORTH SEA LIMITED

	 
	 	 	 	 
	 
	 	LETTER FROM DTI RE. PETROLEUM PRODUCTION LICENCE P.226

	F02
	 	DEVELOPMENT AND PRODUCTION WORKS DATED 02 FEBRUARY 1998

	 
	 	 	 	 
	 
	 	NOTICE OF DETERMINATION OF OIL FIELD NO. 264 RENEE DATED 10

	F03
	 	MARCH 1998

	 
	 	 	 	 
	 
	 	DTI LETTER DATED 12 FEBRUARY 1999 RE. PETROLEUM PRODUCTION

	 
	 	LICENCE NOS P.226 AND P.339 - CONSENT TO FLARE GAS DURING PERIOD

	F04
	 	15 FEBRUARY 1999 AND 28 FEBRUARY 1999
	 
	 	 	 	 
	 
	 	DTI LETTER DATED 23 MARCH 1999 RE. PETROLEUM ACT 1998:

	 
	 	INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE

	 
	 	PIPELINES, PL 1616, PL 1617, PL 1618, PL 1619.1 AND PL 1619.2,

	F05
	 	PL 1619.3 TO PL 1619.8

	 
	 	 	 	 
	 
	 	DTI LETTER DATED 23 MARCH 1999 RE. PETROLEUM ACT 1998:

	 
	 	INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE

	F06
	 	PIPELINES, PL 1620, PL 1621, PL 1622, PL 1623.1 AND PL 1623.2

	 
	 	 	 	 
	 
	 	DTI LETTER  RE. PETROLEUM ACT 1998: INVITATION TO MAKE

	 
	 	REPRESENTATIONS UNDER SECTION 31(4) OFFSHORE INSTALLATIONS DATED

	F07
	 	23 MARCH 1999
	 
	 	 	 	 
	 
	 	DTI LETTER DATED 15 APRIL 1999 RE. PETROLEUM ACT 1998: SECTION

	 
	 	29 NOTICE - OFFSHORE INSTALLATIONS, RENEE SUBSEA WELLS TIED BACK
	F08
	 	TO ROB ROY FPSO 'AH001' VIA RENEE PRODUCTION MANIFOLD

	 
	 	 	 	 
	 
	 	DTI LETTER  RE. PETROLEUM ACT 1998: SECTION 29 NOTICE, SUBMARINE

	 
	 	PIPELINES PL 1616, PL 1617, PL 1618, PL 1619.1 AND PL 1619.2, PL

	F09
	 	1619.3 TO PL 1619.8 DATED 26 APRIL 1999
	 
	 	 	 	 
	 
	 	DTI LETTER  RE. PETROLEUM ACT 1998: SECTION 29 NOTICE -

	 
	 	SUBMARINE PIPELINES, PL 1620 TO PL 1622, PL 1623.1 AND PL 1623.2

	F10
	 	DATED 26 APRIL 1998

	 
	 	 	 	 
	 
	 	DTI LETTER  RE. PETROLEUM ACT 1998: CONSIDERATION TO WITHDRAW

	 
	 	SECTION 29 NOTICE SERVED ON VEBA UNDER SECTION 31(5) (NOTICE

	 
	 	ISSUED 26 APRIL 1999), PL 1620, PL 1621, PL 1622, PL 1623.1 AND

	F11
	 	PL 1623.2 DATED 18 DECEMBER 2000

	 
	 	 	 	 
	 
	 	DTI LETTER RE. PETROLEUM ACT 1998: INVITATION TO MAKE

	 
	 	REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE PIPELINES, PL

	 
	 	1620, PL 1621, PL 1622, PL 1623.1 AND PL 1623.2 DATED 18
	F12
	 	DECEMBER 2000

	 
	 	 	 	 
	 
	 	DTI LETTER  RE. PETROLEUM ACT 1998: CONSIDERATION TO WITHDRAW

	 
	 	SECTION 29 NOTICE UNDER SECTION 31(5) (NOTICE ISSUED 26 APRIL

	 
	 	1999) PL 1616, PL 1617, PL 1618, PL 1619.1 AND PL 1619.2, PL
	F13
	 	1619.3 TO PL 1619.8 DATED 18 DECEMBER 2000
	 
	 	 	 	 
	 
	 	DTI LETTER  RE. PETROLEUM ACT 1998: CONSIDERATION TO WITHDRAW

	 
	 	SECTION 29 NOTICE UNDER SECTION 31/(5) (NOTICED ISSUED 15 APRIL

	 
	 	1999), RENEE SUBSEA WELLS TIED BACK TO ROB ROY FPSO 'AH001' VIA
	F14
	 	RENEE PRODUCTION MANIFOLD DATED 18 DECEMBER 2000

	 
	 	 	 	 
	 
	 	DTI LETTER  RE. PETROLEUM ACT 1998: INVITATION TO MAKE

	 
	 	REPRESENTATIONS UNDER SECTION 31(4) - OFFSHORE INSTALLATIONS,

	 
	 	RENEE SUBSEA WELLS TIED BACK TO ROB ROY FPSO 'AH001' VIA RENEE

	F15
	 	PRODUCTION MANIFOLD DATED 18 DECEMBER 2000

	 
	 	 	 	 
	 
	 	DTI LETTER DATED 18 DECEMBER 2000 RE. PETROLEUM ACT 1998:

	 
	 	INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4),

	 
	 	SUBMARINE PIPELINES, PL 1616, PL 1617, PL 1618, PL 1619.1 AND PL

	F16
	 	1619.2, PL 1619.3 TO PL 1619.8
	 
	 	 	 	 
	 
	 	DTI LETTER DATED 31 DECEMBER 2000 RE LICENCE NOS P.226 AND P.339

	 
	 	- CONSENT TO FLARE GAS DURING PERIOD 1 JANUARY 2001 TO 31
	F17
	 	DECEMBER 2001

	 
	 	 	 	 
	 
	 	DTI LETTER DATED 30 JANUARY 2001 RE. PETROLEUM ACT 1998: SECTION

	 
	 	29 NOTICE - SUBMARINE PIPELINES PL 1620 TO PL 1622, PL 1623.1
	F18
	 	AND PL 1623.2

	 
	 	 	 	 
	 
	 	DTI LETTER DATED 30 JANUARY 2001 RE. PETROLEUM ACT 1998: SECTION

	 
	 	29 NOTICE - SUBMARINE PIPELINES, PL 1616 TO PL 1618, PL 1619.1
	F19
	 	AND PL 1619.2, PL 1619.3 TO PL 1619.8

	 
	 	 	 	 
	 
	 	DTI LETTER DATED 30 JANUARY 2001 RE. PETROLEUM ACT 1998: SECTION

	F20
	 	29 NOTICE - OFFSHORE INSTALLATIONS,
	 
	 	 	 	 
	 
	 	LETTER FROM DTI FOR PETROLEUM PRODUCTION LICENCE NOS. P.226

	 
	 	BLOCK 15.27 AREA A (WHICH INCLUDES RENEE FIELD) & AREA C & P.339

	 
	 	BLOCK 15/28B AREA A (WHICH INCLUDES RUBIE FIELD) CONCERNING

	F21
	 	OPERATORSHIPDATED 22 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	DTI - CONSENT TO FLARE GAS FOR P.226 AND P.339 COMMENCING 1

	F22
	 	JANUARY TO 31 DECEMBER 2002 DATED 12 DECEMBER 2002

	 
	 	 	 	 
	 
	 	LETTER FROM DTI FOR PETROLEUM PRODUCTION LICENCE NOS. P.218,

	 
	 	P.220, P.226, P.237, P.249, P.250, P.324, P.339, P.588 AND P.640

	F23
	 	CONSENT TO FLARING OF GAS DATED 19 DECEMBER 2002

	 
	 	 	 	 
	 
	 	LETTER FROM DTI TO TUK RE PETROLEUM PRODUCTION LICENCE NO. P.226

	F24
	 	AND P.339 CONSENT TO FLARE GAS DATED 23 DECEMBER 2002

	 
	 	 	 	 
	 
	 	LETTER FROM DTI TO TUK RE PETROLEUM PRODUCTION LICENCE NO. P.226

	F25
	 	AND P.339 CONSENT TO VENT GAS DATED 23 DECEMBER 2002

	 
	 	 	 	 
	 
	 	LETTER FROM DTI TO CENTRICA RE ASSIGNMENT OF P.226 AND P.339

	F26
	 	DATED 10 JANUARY 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : CONSIDERATION TO WITHDRAW (AGIP)

	 
	 	SECTION 29 NOTICE UNDER SECTION 31(5)  RE PIPELINES PL1620 TO

	F27
	 	PL1623 DATED 14 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : CONSIDERATION TO WITHDRAW (AGIP)

	 
	 	SECTION 29 NOTICE UNDER SECTION 31(5)  RE PIPELINES PL1616 TO

	F28
	 	PL1619 DATED 14 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : CONSIDERATION TO WITHDRAW (AGIP)

	 
	 	SECTION 29 NOTICE UNDER SECTION 31(5)  RE RENEE INSTALLATION

	 
	 	BLOCK 15/27 : FACILITY : RENEE SUBSEA WELLS TIED BACK TO ROY ROY

	F29
	 	FPSO AH001 VIA RENEE PRODUCTION MANIFOLD DATED 14 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	DTI LETTER DATED 25 MARCH 2003 RE. PETROLEUM ACT 1998: SECTION

	 
	 	29 NOTICE - OFFSHORE INSTALLATIONS, RENEE SUBSEA WELLS TIED BACK
	F30
	 	TO ROB ROY FPSO 'AH001' VIA RENEE PRODUCTION MANIFOLD

	 
	 	 	 	 
	 
	 	DTI LETTER DATED 25 MARCH 2003 RE. PETROLEUM ACT 1998: SECTION

	 
	 	29 NOTICE - SUBMARINE PIPELINES, PL 1620 TO PL 1622, PL 1623.1
	F31
	 	AND PL 1623.2

	 
	 	 	 	 
	 
	 	DTI LETTER DATED 25 MARCH 2003 RE. PETROLEUM ACT 1998: SECTION

	 
	 	29 NOTICE - SUBMARINE PIPELINES (NOTICE DATED 30 JANUARY 2001),
	F32
	 	PL 1616 TO PL 1618, PL 1619.1/2/3/4/5/6/7/8

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

	 
	 	UNDER SECTION 31(4) OFFSHORE INSTALLATIONS RE RENEE SUBSEA WELLS

	 
	 	TIED BACK TO ROB ROY FPSO AHOO1 VIA RENEE PRODUCTION MANIFOLD

	F33
	 	DATED 8 APRIL 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

	 
	 	UNDER SECTION 31(4) SUBMARINE PIPELINES RE RENEE MANIFOLD PL1616

	F34
	 	TO PL1619 DATED 8 APRIL 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

	 
	 	UNDER SECTION 31(4) SUBMARINE PIPELINES RE PL1620 TO PL1623

	F35
	 	DATED 8 APRIL 2003

	 
	 	 	 	 
	 
	 	DTI - CONSIDERATION TO WITHDRAW (CONOCOPHILLIPS) SECTION 29

	 
	 	NOTICE UNDER SECTION 31(5) IN RESPECT OF RENEE PIPELINES PL1620

	F36
	 	TO PL1623.2  DATED 8 APRIL 2003

	 
	 	 	 	 
	 
	 	DTI - CONSIDERATION TO WITHDRAW (CONOCOPHILLIPS) SECTION 29

	 
	 	NOTICE UNDER SECTION 31(5) IN RESPECT OF RENEE PIPELINES PL1616

	F37
	 	TO PL1619.8  DATED 08 APRIL  2003

	 
	 	 	 	 
	 
	 	DTI - CONSIDERATION TO WITHDRAW (CONOCOPHILLIPS) SECTION 29

	 
	 	NOTICE UNDER SECTION 31(5) IN RESPECT OF THE RENEE INSTALLATIONS

	F38
	 	DATED 8 APRIL 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

	F39
	 	UNDER SECTION 31(4) OFFSHORE INSTALLATIONS RE RENEE 15/27

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

	 
	 	UNDER SECTION 31(4) SUBMARINE PIPE-LINES RE PIPELINES PL620 TO

	F40
	 	PL1623.2 DATED 14 MAY 2003

	 
	 	 	 	 
	 
	 	DTI - CONSIDERATION TO WITHDRAW (CENTRICA AND CONOCOPHILLIPS)

	 
	 	SECTION 29 NOTICE UNDER SECTION 31(5) IN RESPECT OF RENEE

	F41
	 	PIPELINES DATED 14 MAY 2003

	 
	 	 	 	 
	 
	 	DTI - CONSIDERATION TO WITHDRAW (CENTRICA AND CONOCOPHILLIPS)

	 
	 	SECTION 29 NOTICE UNDER SECTION 31(5) IN RESPECT OF RENEE

	F42
	 	PIPELINESPL1620 TO PL1623.2  DATED 14 MAY 2003

	 
	 	 	 	 
	 
	 	DTI - CONSIDERATION TO WITHDRAW (CENTRICA AND CONOCOPHILLIPS)

	 
	 	SECTION 29 NOTICE UNDER SECTION 31(5) IN RESPECT OF THE RENEE

	F43
	 	INSTALLATIONS DATED 14 MAY 2003

	 
	 	 	 	 
	 
	 	DTI - SECTION 29 NOTICE SUBMARINE PIPELINES NOS PL1620 TO

	F44
	 	PL1623.2 FOR RENEE FIELD DATED 19 JUNE 2003

	 
	 	 	 	 
	 
	 	DTI - SECTION 29 NOTICE SUBMARINE PIPELINES NOS PL1616 TO

	F45
	 	PL1619.8 FOR RENEE FIELD DATED 19 JUNE 2003

	 
	 	 	 	 
	 
	 	DTI - SECTION 29 NOTICE OFFSHORE INSTALLATIONS SENT TO INTREPID

	F46
	 	FOR THE RENEE FIELD DATED 19 JUNE 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

	 
	 	UNDER SECTION 31(4) OFFSHORE INSTALLATIONS RE RENEE FIELD BLOCK

	F47
	 	15/27 DATED 15 DECEMBER 2003
	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

	 
	 	UNDER SECTION 31(4) SUBMARINE PIPELINES RE RENEE FIELD DATED 15

	F48
	 	DECEMBER 2003

	 
	 	 	 	 
	 
	 	DTI LETTER OF SUPPORT RELATING TO CHANGE OF CONTROL RE SHARE

	F49
	 	CAPITAL OF INTREPID DATED 17 DECEMBER 2003

	 
	 	 	 	 
	 
	 	LETTER FROM TEUK TO DTI RE CHANGE OF CONTROL FROM INTREPID DATED

	F50
	 	17 DECEMBER 2003
	 
	 	 	 	 
	 
	 	DTI LETTER RE PROPOSED SALE OF INTREPID ENERGY ALPHA TO TEUK

	F51
	 	DATED 18 DECEMBER 2003

	 
	 	 	 	 
	 
	 	DTI - PRODUCTION LICENCE NOS P.226 AND P.339 CONSENT TO FLARE

	F52
	 	GAS IN THE RENEE AND RUBIE FIELDS DATED 23 DECEMBER 2003

	 
	 	 	 	 
	 
	 	DTI - LICENCE NO.S P.226 AND P.339 CONSENT TO FLARE GAS FROM 1

	F53
	 	JANUARY 2004 TO 31 DECEMBER 2004 DATED 31 DECEMBER 2003

	 
	 	 	 	 
	 
	 	DTI - LICENCE P.339 DEVELOPMENT AND PRODUCTION WORKS FOR THE

	F54
	 	PERIOD 2 FEBRUARY 1998 TO 31 DECEMBER 2004 DATED 15 JANUARY 2004

	 
	 	 	 	 
	 
	 	DTI - SECTION 29 NOTICE SUBMARINE PIPELINES SENT TO TEAL AND

	F55
	 	TEUK FOR THE RENEE FIELD DATED 22 JANUARY 2004

	 
	 	 	 	 
	 
	 	DTI - SECTION 29 NOTICE OFFSHORE INSTALLATIONS SENT TO TEAL AND

	F56
	 	TEUK FOR THE RENEE FIELD DATED 22 JANUARY 2004

	 
	 	 	 	 
	 
	 	LETTER FROM DTI RE. PETROLEUM PRODUCTION LICENCE P.226

	 
	 	DEVELOPMENT AND PRODUCTION WORKS FOR RENEE SENT TO TEUK AND TEAL

	F57
	 	DATED 31 DECEMBER 2004

	 
	 	 	 	 
	 
	 	DTI - LICENCE NO.S P.226 AND P.339 CONSENT TO FLARE GAS FROM 1

	 
	 	JANUARY 2005 TO 31 DECEMBER 2005 SENT TO TEAL & TEUK DATED 31

	F58
	 	DECEMBER 2004

	 
	 	 	 	 
	 
	 	DTI LETTER  RE LICENCE NOS P.226 AND P.339 - CONSENT TO FLARE

	 
	 	GAS DURING PERIOD 1 JANUARY 2005 TO 31 DECEMBER 2005 DATED 19

	F59
	 	SEPTEMBER 2005

	 
	 	 	 	 






12




	 	 	 
	 	 	RUBIE FIELD, LICENCE P.339 BLOCK 15/28b
	A	 	LICENCE DATA
	-	 	 
	A01

	 	LICENCE NO. P.339 TO SEARCH AND BORE FOR AND GET PETROLEUM IN

BLOCK 15/28B, DATED 7 MAY 1981.
	 

	 	 
	 
	 	 
	A02

	 	DEED OF AMENDMENT (BNOC) DATED 07 MAY 1981
	 

	 	 
	 
	 	 
	A03

	 	LETTER FROM DTI RE. PRODUCTION LICENCE P.339 DATED 07 MAY 1981
	 

	 	 
	 
	 	 
	A04

	 	DEED RELATING TO THE ACQUISITION OF PETROLEUM WON AND SAVED

UNDER THE AUTHORITY OF LICENCE P.339, DATED 7 MAY 1981
	 

	 	 
	 
	 	 
	A05

	 	OIL OPTION AGREEMENT DATED 13 MAY 1982
	 

	 	 
	 
	 	 
	A06

	 	OIL AND GAS ACT 1982 DATED 28 JULY 1982
	 

	 	 
	 
	 	 
	A07

	 	LETTER RE. PROPOSED CARRYING FEE — STOCK TRANSFER DATED 04

OCTOBER 1982
	 

	 	 
	 
	 	 
	A08

	 	LETTER FROM DTI RE. UNIONOIL REORGANISATION DATED 21 FEBRUARY

1985
	 

	 	 
	 
	 	 
	A09

	 	CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM UNOCAL

EXPLORATION AND PRODUCTION COMPANY (UK) LIMITED TO UNOCAL UK

LIMITED DATED 11 MARCH 1985
	 

	 	 
	 
	 	 
	A10

	 	LETTER TO DTI RE RETAIN/SURRENDER LICENCE AREA P.339 TO SECOND

TERM WITH SCHEDULE OF RETAINED AREA DATED 17 NOVEMBER 1986
	 

	 	 
	 
	 	 
	A11

	 	DEED OF TERMINATION OF A DEED DATED 07 MAY 1981 RELATING TO THE

ACQUISITION OF PETROLEUM WON AND SAVED UNDER THE AUTHORITY OF

LICENCE P.339 DATED 06 OCTOBER 1989
	 

	 	 
	 
	 	 
	A12

	 	LETTER FROM THE DEPARTMENT OF ENERGY DATED 30 OCTOBER 1991 RE.

LICENCE P.339 APPROVING PHILLIPS PETROLEUM COMPANY UNITED

KINGDOM LIMITED IN PLACE OF BRITOIL PLC AS OPERATOR
	 

	 	 
	 
	 	 
	A13

	 	DEED OF LICENCE ASSIGNMENT P.339, DATED 18 DECEMBER 1991
	 

	 	 
	 
	 	 
	A14

	 	ASSIGNMENT OF INTERESTS AGREEMENT, DATED 18 DECEMBER 1991.
	 

	 	 
	 
	 	 
	A15

	 	DEED OF ASSIGNMENT LICENCE P.339 DATED 25 MAY 1993
	 

	 	 
	 
	 	 
	A16

	 	DEED OF ASSIGNMENT LICENCE P.339 DATED 02 DECEMBER 1994
	 

	 	 
	 
	 	 
	A17

	 	CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM BARCLAYS

NORTH SEA LIMITED TO GOAL NS LIMITED DATED 23 DECEMBER 1994
	 

	 	 
	 
	 	 
	A18

	 	CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM GOAL

PETROLEUM PUBLIC LIMITED COMPANY TO TALISMAN NORTH SEA LIMITED,

DATED 17 APRIL 1996.
	 

	 	 
	 
	 	 
	A19

	 	CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM PURBECK

EXPLORATION LIMITED TO ONEPM EXPLORATION LIMITED DATED 15 AUGUST

1997
	 

	 	 
	 
	 	 
	A20

	 	DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION

LICENCE P.339, DATED 28 NOVEMBER 1997.
	 

	 	 
	 
	 	 
	A21

	 	DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION

LICENCE P.339, DATED 26 MARCH 1998.
	 

	 	 
	 
	 	 
	A22

	 	CERTIFIED TRUE COPY OF WORKING INTEREST ASSIGNMENT RELATING TO

UNITED KINGDOM PETROLEUM PRODUCTION LICENCE P.339 DATED 26 MARCH

1998
	 

	 	 
	 
	 	 
	A23

	 	POWER OF ATTORNEY (DEMINEX UK OIL AND GAS LIMITED) DATED 28 MAY

1998
	 

	 	 
	 
	 	 
	A24

	 	DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION

LICENCE P.339, DATED 12 FEBRUARY 1999.
	 

	 	 
	 
	 	 
	A25

	 	TRUST DEED IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE P.339,

DATED 12 FEBRUARY 1999.
	 

	 	 
	 
	 	 
	A26

	 	NOVATION AGREEMENT FOR TRUST DEED IN RESPECT OF UK PETROLEUM

PRODUCTION LICENCE P.339, DATED 20 JULY 2000
	 

	 	 
	 
	 	 
	A27

	 	DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION

LICENCE P.339, DATED 20 JULY 2000.
	 

	 	 
	 
	 	 
	A28

	 	DEED OF NOVATION OF TRUST DEED IN RESPECT OF UK PETROLEUM

PRODUCTION LICENCE P.339, DATED 30 MARCH 2001.
	 

	 	 
	 
	 	 
	A29

	 	DEED OF LICENCE ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION

LICENCE P.339, DATED 30 MARCH 2001.
	 

	 	 
	 
	 	 
	A30

	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

LICENCE P.339 DATED 28 NOVEMBER 2002
	 

	 	 
	 
	 	 
	A31

	 	DEED OF NOVATION OF TRUST DEED (12 FEBRUARY 1999) RELATING TO

UNITED KINGDOM LICENCE P.339 DATED 28 NOVEMBER 2002
	 

	 	 
	 
	 	 
	A32

	 	INTEREST ASSIGNMENT RELATING TO THE ASSETS (THE RENEE, RUBIE,

AREA B ASSET, AREA C ASSET, BLOCK 15/28B AREA B ASSET, BLOCK

15/26A & BLOCK 30/13C ASSET) DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	A33

	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

LICENCE P.339 DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	A34

	 	DEED OF NOVATION OF TRUST DEED (12 FEBRUARY 1999) RELATING TO

UNITED KINGDOM LICENCE P.339 DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	A35

	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

LICENCE P.339 DATED 10 MARCH 2003
	 

	 	 
	 
	 	 
	A36

	 	DEED OF NOVATION OF TRUST DEED (12 FEBRUARY 1999) RELATING TO

UNITED KINGDOM LICENCE P.339 DATED 10 MARCH 2003
	 

	 	 
	 
	 	 
	A37

	 	ASSIGNMENT OF PERCENTAGE INTEREST LICENCE P.339 BLOCK 15/28B

DATED 10 MARCH 2003
	 

	 	 
	 
	 	 
	A38

	 	EXECUTION DEED: (1) UK PETROLEUM PRODUCTION LICENCE P.339 (7 MAY

1981); (2) TRUST DEED IN RESPECT OF UK PETROLEUM PRODUCTION

LICENCE P.339 (12 FEBRUARY 1999);DATED 29 SEPTEMBER 2003
	 

	 	 
	 
	 	 
	A39

	 	ASSIGNMENT OF INTEREST RELATING TO LICENCE P.339 (BLOCK 15/28B -

AREA B) DATED 29 SEPTEMBER 2003
	 

	 	 
	 
	 	 
	A40

	 	DEED OF ASSIGNMENT IN RESPECT OF UK PETROLEUM PRODUCTION LICENCE

P.339 DATED 1 OCTOBER 2003
	 

	 	 
	 
	 	 
	A41

	 	DEED OF NOVATION OF TRUST DEED (12 FEBRUARY 1999) IN RESPECT OF

UK PETROLEUM PRODUCTION LICENCE NO. P.339 BLOCK 15/28B (AREA A

AND B) DATED 1 OCTOBER 2003
	 

	 	 
	 
	 	 
	A42

	 	EXECUTION DEED FOR LICENCE P.339 BLOCK 15/28B (AREA B)

(NON-RUBIE) (7 MAY 1981) AND TRUST DEED (12 FEBRUARY 1999) DATED

16 MAY 2005
	 

	 	 
	 
	 	 
	B

	 	OPERATING AGREEMENTS
	 

	 	 
	 
	 	 
	B01

	 	JOINT OPERATING AGREEMENT FOR SEVENTH ROUND PRODUCTION LICENCE

NO, P.339, DATED 29 JULY 1982
	 

	 	 
	 
	 	 
	B02

	 	NOVATION AND AMENDMENT TO JOINT OPERATING AGREEMENT FOR SEVENTH

ROUND PRODUCTION LICENCE NO, P.339, DATED 18 DECEMBER 1991.
	 

	 	 
	 
	 	 
	B03

	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO

LICENCE P.339 DATED 25 MAY 1993
	 

	 	 
	 
	 	 
	B04

	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT RELATING TO

LICENCE P.339 DATED 02 DECEMBER 1994
	 

	 	 
	 
	 	 
	B05

	 	NOVATION OF AND AMENDMENT TO JOINT OPERATING AGREEMENT FOR

SEVENTH ROUND PRODUCTION LICENCE NO, P.339, DATED 28 NOVEMBER

1997.
	 

	 	 
	 
	 	 
	B06

	 	AMENDING AGREEMENT FOR JOINT OPERATING AGREEMENT FOR UNITED

KINGDOM PETROLEUM PRODUCTION LICENCE P.339, BLOCK 15/28B, DATED

21 JANUARY 1998.
	 

	 	 
	 
	 	 
	B07

	 	AGREEMENT FOR THE ACQUISITION OF EXPRO INTEREST BY BBP DATED 10

MARCH 1998
	 

	 	 
	 
	 	 
	B08

	 	NOVATION AGREEMENT RELATING TO JOINT OPERATING AGREEMENT FOR

UNITED KINGDOM PETROLEUM PRODUCTION LICENCE P.339, BLOCK 15/28B,

DATED 26 MARCH 1998.
	 

	 	 
	 
	 	 
	B09

	 	WORKING INTEREST ASSIGNMENT RELATING TO UK LICENCE P.339 DATED

26 MARCH 1998
	 

	 	 
	 
	 	 
	B10

	 	JOINT OPERATING AGREEMENT FOR FOR UNITED KINGDOM PETROLEUM

PRODUCTION LICENCE P.339, BLOCK 15/28B, DATED 26 JANUARY 1999.
	 

	 	 
	 
	 	 
	B11

	 	NOVATION OF AND AMENDMENT TO JOINT OPERATING AGREEMENT SEVENTH

ROUND PRODUCTIONB LICENCE NO, P.339, DATED 12 FEBRUARY 1999.
	 

	 	 
	 
	 	 
	B12

	 	NOVATION AGREEMENT FOR JOINT OPERATING AGREEMENT DATED 26

JANUARY 1999 RELATING TO UNITED KINGDOM PETROLEUM PRODUCTION

LICENCE P.339, BLOCK 15/28B, DATED 20 JULY 2000.
	 

	 	 
	 
	 	 
	B13

	 	NOVATION OF AND AMENDMENT TO JOINT OPERATING AGREEMENT FOR

SEVENTH ROUND PRODUCTION LICENCE NO. P.339, DATED 30 MARCH 2001.
	 

	 	 
	 
	 	 
	B14

	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT FOR SEVENTH

ROUND PRODUCTION LICENCE NO. P.339, BLOCK 15/28B (26 JANUARY

1999) DATED 28 NOVEMBER 2002
	 

	 	 
	 
	 	 
	B15

	 	NOVATION OF JOINT OPERATING AGREEMENT FOR SEVENTH ROUND

PRODUCTION LICENCE NO. P.339 BLOCK 15/28B AREA A AND AREA B (26

JANUARY 1999) DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	B16

	 	NOVATION OF JOINT OPERATING AGREEMENT FOR SEVENTH ROUND

PROUDCTION LICENCE NO. P.339 BLOCK 15/28B AREA A AND AREA B

DATED 10 MARCH 2003
	 

	 	 
	 
	 	 
	B17

	 	EXECUTION DEED: (1) UK PETROLEUM PRODUCTION LICENCE P.339 DATED

7 MAY 1981; (2) TRUST DEED IN RESPECT OF UK PETROLEUM PRODUCTION

LICENCE P.339 DATED 12 FEBRUARY 1999; (3) JOA DATED 26 JANUARY

1999
	 

	 	 
	 
	 	 
	B18

	 	NOVATION AND AMENDMENT OF JOINT OPERATING AGREEMENT IN RESPECT

OF UK PETROLEUM PRODUCTION LICENCE P.339 BLOCK 15/28B (AREA A

AND AREA B) DATED 1 OCTOBER 2003
	 

	 	 
	 
	 	 
	B19

	 	EXECUTION DEED FOR LICENCE P.339 BLOCK 15/28B (AREA B)

(NON-RUBIE) RE JOINT OPERATING AGREEMENT (26 JANUARY 1999) DATED

16 MAY 2005
	 

	 	 
	 
	 	 
	C

	 	TRANSPORTATION & PROCESSING
	 

	 	 
	 
	 	 
	C01

	 	INTERIM R-BLOCK COMMON FACILITIES AGREEMENT FOR P.226 AND P.339

DATED 21 JANUARY 1998
	 

	 	 
	 
	 	 
	C02

	 	R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT DATED 29

JANUARY 1998
	 

	 	 
	 
	 	 
	C03

	 	AH001 — R-BLOCK CONSTRUCTION, INSTALLATION AND TIE-IN AGREEMENT

DATED 29 JANUARY 1998
	 

	 	 
	 
	 	 
	C04

	 	OPERATIONAL MATRIX AGREEMENT (AH001 OWNERS AND R-BLOCK OWNERS)

DATED 29 JANUARY 1998
	 

	 	 
	 
	 	 
	C05

	 	R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT, DATED 20

MARCH 1998
	 

	 	 
	 
	 	 
	C06

	 	AGREEMENT BETWEEN PHILLIPS PETROLEUM COMPANY UK LIMITED (ACTING

FOR AND ON BEHLF OF ITSELF AND THE R-BLOCK GROUP) AND ELF

EXPLORATION UK PLC IN RESPECT OF R-BLOCK NGLS DATED 20 MARCH

1998
	 

	 	 
	 
	 	 
	C07

	 	FLOTTA POWER EXPORT LETTER, DATED 20 MARCH 1998.
	 

	 	 
	 
	 	 
	C08

	 	INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS

RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA

SYSTEM, DATED 20 MARCH 1998
	 

	 	 
	 
	 	 
	C09

	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

PROCESSING AGREEMENT (20 MARCH 1998) DATED 26 MARCH 1998
	 

	 	 
	 
	 	 
	C10

	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 26 MARCH

1998
	 

	 	 
	 
	 	 
	C11

	 	NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES

AGREEMENT DATED 26 MARCH 1998
	 

	 	 
	 
	 	 
	C12

	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

OPERATIONAL SERVICES AGREEMENT DATED 1 JULY 1998
	 

	 	 
	 
	 	 
	C13

	 	NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES

AGREEMENT DATED 1 JULY 1998
	 

	 	 
	 
	 	 
	C14

	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

PROCESSING AGREEMENT DATED 1 JULY 1998
	 

	 	 
	 
	 	 
	C15

	 	EXECUTION DRAFT — SECOND AMENDING AND SUPPLEMENTAL AGREEMENT TO

THE ROB ROY / IVANHOE FIELD SPUR ALLOCATION AGREEMENT DATED 19

MAY 1997 IN RESPECT OF R-BLOCK GAS DATED 9 DECEMBER 1998
	 

	 	 
	 
	 	 
	C16

	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

PROCESSING AGREEMENT (20 MARCH 1998) DATED 22 JANUARY 1999
	 

	 	 
	 
	 	 
	C17

	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 MAY 2000
	 

	 	 
	 
	 	 
	C18

	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

PROCESSING AGREEMENT (20 MARCH 1998) DATED 1 MAY 2000
	 

	 	 
	 
	 	 
	C19

	 	NOVATION OF AGREEMENT IN RESPECT OF R-BLOCK AREA NGL’S AND

FLOTTA POWER EXPORT AGREEMENT (20 MARCH 1998) DATED 1 MAY 2000
	 

	 	 
	 
	 	 
	C20

	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 30 JUNE

2000
	 

	 	 
	 
	 	 
	C21

	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

PROCESSING AGREEMENT (20 MARCH 1998) DATED 20 JULY 2000
	 

	 	 
	 
	 	 
	C22

	 	NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES

AGREEMENT (21 JANUARY 1998) DATED 20 JULY 2000
	 

	 	 
	 
	 	 
	C23

	 	NOVATION AGREEMENT RELATING TO R-BLOCK OIL TRANSPORTATION AND

PROCESSING AGREEMENT (20 MARCH 1998) DATED 22 DECEMBER 2000
	 

	 	 
	 
	 	 
	C24

	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 22 DECEMBER 2000
	 

	 	 
	 
	 	 
	C25

	 	NOVATION OF AGREEMENT IN RESPECT OF R-BLOCK AREA NGL’S AND

FLOTTA POWER EXPORT AGREEMENT (20 MARCH 1998) DATED 22 DECEMBER

2000
	 

	 	 
	 
	 	 
	C26

	 	NOVATION AGREEMENT RELATING TO INTERIM R-BLOCK COMMON FACILITIES

AGREEMENT (21 JANUARY 1998) DATED 30 MARCH 2001
	 

	 	 
	 
	 	 
	C27

	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

OPERATIONAL SERVICES AGREEMENT DATED 23 APRIL 2001
	 

	 	 
	 
	 	 
	C28

	 	NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE

TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH

1998) DATED 12 NOVEMBER 2002
	 

	 	 
	 
	 	 
	C29

	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 12

NOVEMBER 2002
	 

	 	 
	 
	 	 
	C30

	 	CERTIFIED COPY NOVATION AGREEMENT RE (1) OIL TRANSPORTATION

HEADS OF AGREEMENT (28 AUGUST 1987); (2) SUPPLEMENTAL AGREEMENT

TO THE OIL TRANSPORTATION HEADS OF AGREEMENT (JULY 1989); (3)

AMENDMENT AGREEMENT TO THE OIL TRANSPORTATION HEADS OF AGREEMENT

(7 FEBRUARY 1995) DATED 12 NOVEMBER 2002
	 

	 	 
	 
	 	 
	C31

	 	NOVATION OF PIPELINE AGREEMENT (1 JULY 1998) DATED 12 NOVEMBER

2002
	 

	 	 
	 
	 	 
	C32

	 	NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT

(20 MARCH 1998) DATED 28 NOVEMBER 2002
	 

	 	 
	 
	 	 
	C33

	 	NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES

AGREEMENT (29 JANUARY 1998) DATED 28 NOVEMBER 2002
	 

	 	 
	 
	 	 
	C34

	 	NOVATION OF INTERIM R-BLOCK COMMON FACILITIES AGREEMENT UK

PETROLEUM LICENCES P.226 AND P.339 (21 JANUARY 1998) DATED 28

NOVEMBER 2002
	 

	 	 
	 
	 	 
	C35

	 	NOVATION OF R-BLOCK PIPELINES OVER THE MILLER PIPELINE PIPELINE

CROSSING AGREEMENT (31 MARCH 1998) DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	C36

	 	NOVATION OF AH-001 — R-BLOCK CONSTRUCTION INSTALLATION AND

TIE-IN AGREEMENT (29 JANUARY 1998) DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	C37

	 	NOVATION OF R-BLOCK NGLS AGREEMENT (20 MARCH 1998) DATED 1

DECEMBER 2002
	 

	 	 
	 
	 	 
	C38

	 	NOVATION OF OPERATIONAL MATRIX AGREEMENT (29 JANUARY 1998) DATED

1 DECEMBER 2002
	 

	 	 
	 
	 	 
	C39

	 	NOVATION OF INTERFACE AGREEMENT (20 MARCH 1998) DATED 1 DECEMBER

2002
	 

	 	 
	 
	 	 
	C40

	 	NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT

(20 MARCH 1998) DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	C41

	 	NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES

AGREEMENT (29 JANUARY 1998) DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	C42

	 	NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES

AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226, P.339, BLOCKS

15/27 AND 15/28B (21 JANUARY 1999) DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	C43

	 	CERTIFIED COPY NOVATION OF R-BLOCK OIL TRANSPORTATION AND

PROCESSING AGREEMENT DATED 10 MARCH 2003
	 

	 	 
	 
	 	 
	C44

	 	CERTIFIED COPY NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL

SERVICES AGREEMENT DATED 10 MARCH 2003
	 

	 	 
	 
	 	 
	C45

	 	NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES

AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226 & P.339 BLOCKS

15/27 AND 15/28B (21 JANUARY 1998) DATED 10 MARCH 2003
	 

	 	 
	 
	 	 
	C46

	 	NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE

TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH

1998) DATED 1 JULY 2003
	 

	 	 
	 
	 	 
	C47

	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 JULY 2003
	 

	 	 
	 
	 	 
	C48

	 	NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENTS

(20 MARCH 1998) DATED 1 JULY 2003
	 

	 	 
	 
	 	 
	C49

	 	NOVATION OF R-BLOCK PROCESSING AND OPERATIONAL SERVICES

AGREEMENT (29 JANUARY 1998) DATED 1 OCTOBER 2003
	 

	 	 
	 
	 	 
	C50

	 	NOVATION OF R-BLOCK OIL TRANSPORTATION AND PROCESSING AGREEMENT

(20 MARCH 1998) DATED 1 OCTOBER 2003
	 

	 	 
	 
	 	 
	C51

	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

IN THE FLOTTA SYSTEM (20 MARCH 1998) DATED 1 OCTOBER 2003
	 

	 	 
	 
	 	 
	C52

	 	NOVATION AND AMENDMENT OF INTERIM R-BLOCK COMMON FACILITIES

AGREEMENT UK PETROLEUM PRODUCTION LICENCES P.226, P.339, BLOCKS

15/27 AND 15/28B (21 JANUARY 1998) DATED 1 OCTOBER 2003
	 

	 	 
	 
	 	 
	C53

	 	EXECUTION DEED FOR LICENCE P.341 INCLUDING THE MILLER FIELD RE

R-BLOCK PIPELINES OVER THE MILLER PIPELINE CROSSING AGREEMENT

(31 MARCH 1998) DATED 1 NOVEMBER 2004
	 

	 	 
	 
	 	 
	C54

	 	EXECUTION DEED RELATING TO THIRD PARTY TARIFFING RE R-BLOCK OIL

TRANSPORTATION AND PROCESSING AGREEMENT (20 MARCH 1998),

INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA REQUIREMENTS

RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA

SYSTEM (20 MARCH 1998), ACKNOWLEDGEMENT AGREEMENT RELATING TO

THE TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20

MARCH 1998) DATED 31 DECEMBER 2004
	 

	 	 
	 
	 	 
	C55

	 	HYDROCARBON ALLOCATION METHODOLOGY IVANHOE/ROB ROY/RENEE/RUBIE -

UNDATED
	 

	 	 
	 
	 	 
	D

	 	SALE & PURCHASE
	 

	 	 
	 
	 	 
	E

	 	MISCELLANEOUS
	 

	 	 
	 
	 	 
	E01

	 	LETTER RE TRANSFER OF MATERIAL FROM OPERATOR’S PETERHEAD

WAREHOUSE AND CARRYING CHARGE AND RELATED PROVISIONS — LICENCE

P.339 DATED 26 OCTOBER 1983
	 

	 	 
	 
	 	 
	E02

	 	STAMP DUTY AGREEMENT DATED 25 APRIL 1984
	 

	 	 
	 
	 	 
	E03

	 	SCHEDULE OF RETENTION DATED 15 DECEMBER 1986
	 

	 	 
	 
	 	 
	E04

	 	LETTER RE OPERATING COMMITTEE REPRESENTATIVES FOR LICENCE P.339

DATED 1 AUGUST 1991
	 

	 	 
	 
	 	 
	E05

	 	STAMP DUTY AGREEMENT DATED 18 DECEMBER 1991
	 

	 	 
	 
	 	 
	E06

	 	LICENCE AGREEMENT FOR NON EXCLUSIVE 3D GEOPHYSICAL SURVEY DATED

11 DECEMBER 1992
	 

	 	 
	 
	 	 
	E07

	 	CERTIFICATE OF INCORPORATION ON CHANGE OF NAME — BARCLAYS NORTH

SEA LIMITED TO GOAL NS LIMITED DATED 23 DECEMBER 1994
	 

	 	 
	 
	 	 
	E08

	 	ANNOUNCEMENT — CHANGE OF NAME OF GOAL PETROLEUM PLC (A

SUBSIDIARY OF TALISMAN ENERGY (UK) LIMITED) TO TALISMAN NORTH

SEA LIMITED EFFECTIVE 17 APRIL 1996
	 

	 	 
	 
	 	 
	E09

	 	COPY CONFIDENTIALITY AGREEMENT DATED 2 MAY 1996 BETWEEN BP

EXPLORATION COMPANY LIMITED AND PHILLIPS PETROLEUM COMPANY

UNITED KINGDOM LIMITED RE. BLOCK 15/28B LIQUIDS TRANSPORTATION

VIA THE FORTIES SYSTEM
	 

	 	 
	 
	 	 
	E10

	 	LETTER RE FEED STUDIES FOR R-BLOCK TIEBACK TO AH001 DATED 4

MARCH 1997
	 

	 	 
	 
	 	 
	E11

	 	R-BLOCK PIPELINES OVER THE MILLER PIPELINE — PIPELINE CROSSING

AGREEMENT DATED 31 MARCH 1998
	 

	 	 
	 
	 	 
	E12

	 	STAMP DUTY AGREEMENT DATED 1 JUNE 1998
	 

	 	 
	 
	 	 
	E13

	 	GUARANTEE BY MARUBENI IN FAVOUR OF PHILLIPS DATED 17 JULY 2000
	 

	 	 
	 
	 	 
	E14

	 	POWER OF ATTORNEY DATED 30 JULY 2002
	 

	 	 
	 
	 	 
	E15

	 	STAMP DUTY AGREEMENT DATED 31 JULY 2002
	 

	 	 
	 
	 	 
	E16

	 	POWER OF ATTORNEY DATED 31 JULY 2002
	 

	 	 
	 
	 	 
	E17

	 	GUARANTEE BY CENTRICA IN FAVOUR OF PHILLIPS PETROLEUM CO LTD RE

CENTRICA RESOURCES LIMITED INTEREST IN LICENCE P.339 BLOCK

15/28B AND P.226 BLOCK 15/27 , DATED 20 NOVEMBER 2002
	 

	 	 
	 
	 	 
	E18

	 	LETTER AGREEMENT CONOCOPHILLIPS TO TALISMAN RE RENEE AND RUBIE

POST-COMPLETION PRODUCTION REPORTING AND GAS NOMINATION SERVICES

DATED 29 NOVEMBER 2002
	 

	 	 
	 
	 	 
	E19

	 	DEED OF ASSIGNMENT OF GUARANTEE (20 NOVEMBER 2002) CENTRICA TO

TALISMAN DATED 1 DECEMBER 2002
	 

	 	 
	 
	 	 
	E20

	 	POWER OF ATTORNEY DATED 10 DECEMBER 2002
	 

	 	 
	 
	 	 
	E21

	 	POWER OF ATTORNEY FOR CENTRICA DATED 12 DECEMBER 2002
	 

	 	 
	 
	 	 
	E22

	 	AGREEMENT FOR THE RETENTION OF DOCUMENTS OUTSIDE THE UK DATED 20

DECEMBER 2002
	 

	 	 
	 
	 	 
	E23

	 	POWERS OF ATTORNEY DATED 6 MARCH 2003
	 

	 	 
	 
	 	 
	E24

	 	STAMP DUTY AGREEMENT RELATING TO LICENCE P.205, P.202, P.339,

P.312, P.103, P.213, P.255 AND P.073 DATED 4 JULY 2003
	 

	 	 
	 
	 	 
	E25

	 	DEED OF ASSIGNMENT IN RESPECT OF THE MARUBENI GUARANTEE (17 JULY

2000) DATED 1 OCTOBER 2003
	 

	 	 
	 
	 	 
	E26

	 	CERTIFICATE OF INCORPORATION ON CHANGE OF NAME FROM INTREPID

ENERGY ALPHA LIMITED TO TALISMAN ENERGY ALPHA LIMITED DATED 6

JANUARY 2004
	 

	 	 
	 
	 	 
	F

	 	DTI
	 

	 	 
	 
	 	 
	F01

	 	DTI LETTER RE LICENCE NO.S P.037, P.187, P.339 AND P.889

APPROVAL TO INCLUDE AMENDMENTS DATED 20 OCTOBER 1997
	 

	 	 
	 
	 	 
	F02

	 	DTI LETTER DATED 17 DECEMBER 1997 RE. OIL TAXATION ACT 1975 -

NOTICE OF PROPOSED DETERMINATION OF OIL FIELD NO 265 RUBIE
	 

	 	 
	 
	 	 
	F03

	 	LETTER FROM DTI RE. PETROLEUM PRODUCTION LICENCE P.339

DEVELOPMENT AND PRODUCTION WORKS DATED 02 FEBRUARY 1998
	 

	 	 
	 
	 	 
	F04

	 	DTI LETTER DATED 10 MARCH 1998 RE. OIL TAXATION ACT 1975 -

DETERMINATION OF OIL FIELD NO 265 RUBIE
	 

	 	 
	 
	 	 
	F05

	 	COPY DTI LETTER DATED 21 JULY 1998 RE. PETROLEUM PRODUCTION

LICENCE NO P.339 — APPLICATIONS TO FLARE GAS FROM THE RUBIE

FIELD
	 

	 	 
	 
	 	 
	F06

	 	DTI LETTER DATED 12 FEBRUARY 1999 RE. PETROLEUM PRODUCTION

LICENCES NOS P.226 AND P.339 — CONSENT TO FLARE GAS DURING

PERIOD 15 FEBRUARY 1999 TO 28 FEBRUARY 1999
	 

	 	 
	 
	 	 
	F07

	 	DTI LETTER DATED 26 JULY 1999 RE. PETROLEUM ACT 1998: INVITATION

TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE PIPELINES

PL 1624, PL 1625, PL 1626.1, PL 1626.2, PL 1626.3 TO PL 1626.8
	 

	 	 
	 
	 	 
	F08

	 	DTI LETTER DATED 26 JULY 1999 RE. PETROLEUM ACT 1998: INVIATION

TO MAKE REPRESENTATIONS UNDER SECTION 31(4) — OFFSHORE

INSTALLATIONS
	 

	 	 
	 
	 	 
	F09

	 	DTI LETTER DATED 27 AUGUST 1999 RE. PETROLEUM ACT 1998: SECTION

29 NOTICE — SUBMARINE PIPELINES PL 1624, PL 1625, PL 1626.1, PL

1626.2, PL 1626.3 TO PL 1626.8
	 

	 	 
	 
	 	 
	F10

	 	DTI LETTER DATED 27 AUGUST 1999 RE. PETROLEUM ACT 1998: SECTION

29 NOTICE — OFFSHORE INSTALLATIONS
	 

	 	 
	 
	 	 
	
 
	 	DTI LETTER DATED 18 DECEMBER 200 RE. PETROLEUM ACT 1998:
	F11

	 	CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5)
	 

	 	 
	 
	 	 
	
 
	 	DTI LETTER DATED 18 DECEMBER 2000 RE. PETROLEUM ACT 1998:
	F12

	 	INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) OFFSHORE

INSTALLATIONS
	 

	 	 
	 
	 	 
	
 
	 	DTI LETTER DATED 18 DECEMBER 2000 RE. PETROLEUM ACT 1998:
	F13

	 	INVIATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4) SUBMARINE

PIPELINES PL 1624, PL 1625, PL 1626.1, PL 1626.2, PL 1626.3 TO

PL 1626.8
	 

	 	 
	 
	 	 
	F14

	 	DTI LETTER DATED 31 DECEMBER 2000 RE. PETROLEUM PRODUCTION

LICENCE NOS P.226 AND P.339 — CONSENT TO FLARE GAS DURING PERIOD

1 JANUARY 2001 TO 31 DECEMBER 2001
	 

	 	 
	 
	 	 
	F15

	 	DTI LETTER DATED 30 JANUARY 2001 RE. PETROLEUM ACT 1998: SECTION

29 NOTICE — SUBMARINE PIPELINES PL 1624, PL 1625, PL 1626.1, PL

1626.2, PL 1626.3 TO PL 1626.8
	 

	 	 
	 
	 	 
	F16

	 	DTI LETTER DATED 30 JANUARY 2001 RE. PETROLEUM ACT 1998: SECTION

29 NOTICE OFFSHORE INSTALLATIONS
	 

	 	 
	 
	 	 
	
 
	 	DTI LETTER DATED 8 AUGUST 2001 RE. PETROLEUM ACT 1998:
	F17

	 	CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5)

(NOTICE DATED 30 JANUARY 2001)
	 

	 	 
	 
	 	 
	
 
	 	DTI LETTER DATED 8 AUGUST 2001 RE. PETROLEUM ACT 1998:
	F18

	 	CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5)

(NOTICE DATED 30 JANUARY 2001) — PL 1624, PL 1625, PL 1626.1,

PL 1626.2, PL 1626.3 TO PL 1626.8
	 

	 	 
	 
	 	 
	
 
	 	DTI LETTER DATED 10 SEPTEMBER 2001 RE. PETROLEUM ACT 1998:
	F19

	 	SECTION 29 NOTICE, SUBMARINE PIPELINES — PL1624 TO

PL1626.1/2/3/4/5/6/7/8
	 

	 	 
	 
	 	 
	
 
	 	DTI LETTER DATED 10 SEPTEMBER 2001 RE. PETROLEUM ACT 1998:
	F20

	 	SECTION 29 NOTICE — OFFSHORE INSTALLATIONS (NOTICE ISSUED 30

JANUARY 2001)
	 

	 	 
	 
	 	 
	F21

	 	LETTER FROM DTI FOR PETROLEUM PRODUCTION LICENCE NO. P.226 BLOCK

15/27A AREA A (INCLUDING RENEE) & AREA C & P.339 BLOCK 15/28B

AREA A (INCLUDING RUBIE) CONCERNING OPERATORSHIP DATED 22

NOVEMBER 2002
	 

	 	 
	 
	 	 
	F22

	 	DTI — CONSENT TO FLARE GAS FOR P.226 AND P.339 COMMENCING 1

JANUARY TO 31 DECEMBER 2002 DATED 12 DECEMBER 2002
	 

	 	 
	 
	 	 
	F23

	 	LETTER FROM DTI FOR PETROLEUM PRODUCTION LICENCE NOS. P.218,

P.220, P.226, P.237, P.249, P.250, P.324, P.339, P.588 AND P.640

CONSENT TO FLARING OF GAS DATED 19 DECEMBER 2002
	 

	 	 
	 
	 	 
	F24

	 	LETTER FROM DTI : PETROLEUM PRODUCTION LICENCES NO. P.226 AND

P.339 THE ENERGY ACT 1976 CONSENT TO FLARE GAS DATED 23 DECEMBER

2002
	 

	 	 
	 
	 	 
	F25

	 	LETTER FROM DTI TO TUK RE PETROLEUM PRODUCTION LICENCE NOS P.226

AND P.339 CONSENT TO VENT GAS DATED 23 DECEMBER 2002
	 

	 	 
	 
	 	 
	F26

	 	LETTER FROM DTI TO CENTRICA RE ASSIGNMENT OF P.226 AND P.339

DATED 10 JANUARY 2003
	 

	 	 
	 
	 	 
	F27

	 	DTI — PETROLEUM ACT 1998 : CONSIDERATION TO WITHDRAW SECTION 29

NOTICE UNDER SECTION 31(5) RE PIPELINES PL1624 TO 1626 DATED 14

FEBRUARY 2003
	 

	 	 
	 
	 	 
	
 
	 	DTI LETTER DATED 14 FEBRUARY 2003 RE. PETROLEUM ACT 1998:
	F28

	 	CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION 31(5)
	 

	 	 
	 
	 	 
	F29

	 	DTI LETTER DATED 25 MARCH 2003 RE. PETROLEUM ACT 1998: SECTION

29 NOTICE — OFFSHORE INSTALLATIONS (NOTICE ISSUED 30 JANUARY

2001)
	 

	 	 
	 
	 	 
	F30

	 	DTI LETTER DATED 15 MARCH 2003 RE. PETROLEUM ACT 1998: SECTION

29 NOTICE — SUBMARINE PIPELINES, PL 1624 TO PL

1626.1/2/3/4/5/6/7/8
	 

	 	 
	 
	 	 
	F31

	 	DTI — PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

UNDER SECTION 31(4) SUBMARINE PIPELINES RE PL1624 TO 1626 DATED

8 APRIL 2003
	 

	 	 
	 
	 	 
	F32

	 	DTI — PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

UNDER SECTION 31(4) OFFSHORE INSTALLATIONS RE RUBIE SUBSEA

COMPLETION TIED BACK TO ROB ROY FPSO AH001 DATED 8 APRIL 2003
	 

	 	 
	 
	 	 
	F33

	 	DTI — CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION

31(5) FOR RUBIE INSTALLATIONS DATED 8 APRIL 2003
	 

	 	 
	 
	 	 
	F34

	 	DTI — CONSIDERATION TO WITHDRAW SECTION 29 NOTICE UNDER SECTION

31(5) FOR RUBIE PIPELINES PL1624 TO 1626.8 DATED 8 APRIL 2003
	 

	 	 
	 
	 	 
	F35

	 	DTI — PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATIONS

UNDER SECTION 31(4) SUBMARINE PIPELINES RE PL1624 TO PL1628.8

DATED 14 MAY 2003
	 

	 	 
	 
	 	 
	F36

	 	LETTER RE CENTRICA TO TALISMAN — CONSIDERATION TO WITHDRAW

SECTION 29 NOTICE UNDER SECTION 31(5) FOR RUBIE PIPELINES PL1624

TO 1626.8 DATED 14 MAY 2003
	 

	 	 
	 
	 	 
	F37

	 	LETTER RE CENTRICA TO TALISMAN — CONSIDERATION TO WITHDRAW

SECTION 29 NOTICE UNDER SECTION 31(5) FOR RUBIE INSTALLATIONS

DATED 14 MAY 2003
	 

	 	 
	 
	 	 
	F38

	 	DTI — SECTION 29 NOTICE SUBMARINE PIPELINES NOS PL1624 TO

PL1626.8 FOR RUBIE FIELD SENT TO TUK AND INTREPID DATED 17 JUNE

2003
	 

	 	 
	 
	 	 
	F39

	 	DTI — SECTION 29 NOTICE OFFSHORE INSTALLATIONS FOR RUBIE FIELD

BLOCK 15/28B SENT TO TUK AND INTREPID DATED 17 JUNE 2003
	 

	 	 
	 
	 	 
	
 
	 	DTI LETTER DATED 14 FEBRUARY 2003 RE. PETROLEUM ACT 1998:
	F40

	 	SECTION 29 NOTICE — OFFSHORE INSTALLATIONS (NOTICE ISSUED 30

JANUARY 2001)
	 

	 	 
	 
	 	 
	F41

	 	DTI — INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)

OFFSHORE INSTALLATIONS FOR RUBIE FIELD BLOCK 15/28B DATED 15

DECEMBER 2003
	 

	 	 
	 
	 	 
	F42

	 	DTI — INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)

SUBMARINE PIPELINES FOR RUBIE FIELD DATED 15 DECEMBER 2003
	 

	 	 
	 
	 	 
	F43

	 	DTI LETTER OF SUPPORT RELATING TO CHANGE OF CONTROL RE SHARE

CAPITAL OF INTREPID DATED 17 DECEMBER 2003
	 

	 	 
	 
	 	 
	F44

	 	LETTER FROM TEUK TO DTI RE CHANGE OF CONTROL FROM INTREPID DATED

17 DECEMBER 2003
	 

	 	 
	 
	 	 
	F45

	 	DTI LETTER RE PROPOSED SALE OF INTREPID ENERGY ALPHA TO TEUK

DATED 18 DECEMBER 2003
	 

	 	 
	 
	 	 
	F46

	 	DTI — PRODUCTION LICENCE NOS P.226 AND P.339 CONSENT TO FLARE

GAS IN THE RENEE AND RUBIE FIELDS DATED 23 DECEMBER 2003
	 

	 	 
	 
	 	 
	F47

	 	DTI — LICENCE NO P.226 AND P.339 CONSENT TO FLARE GAS IN THE

RENEE AND RUBIE FIELDS 1 JANUARY 2004 TO 31 DECEMBER 2004 DATED

31 DECEMBER 2003
	 

	 	 
	 
	 	 
	F48

	 	DTI — LICENCE P.339 DEVELOPMENT AND PRODUCTION WORKS FOR THE

PERIOD 2 FEBRUARY 1998 TO 31 DECEMBER 2004 DATED 15 JANUARY 2004
	 

	 	 
	 
	 	 
	F49

	 	DTI — SECTION 29 NOTICE OFFSHORE INSTALLATIONS FOR RUBIE FIELD

BLOCK 15/28B SENT TO TEUK AND TEAL DATED 22 JANUARY 2004
	 

	 	 
	 
	 	 
	F50

	 	DTI — SECTION 29 NOTICE SUBMARINE PIPELINES SENT TO TEAL AND

TEUK DATED 22 JANUARY 2004
	 

	 	 
	 
	 	 
	F51

	 	DTI — LICENCE P.339 DEVELOPMENT AND PRODUCTION WORKS FOR THE

PERIOD 1 JANUARY 2005 TO 31 DECEMBER 2005 SENT TO TEAL AND TEUK

DATED 31 DECEMBER 2004
	 

	 	 
	 
	 	 
	F52

	 	DTI LETTER RE LICENCE NOS P.226 AND P.339 — CONSENT TO FLARE

GAS DURING PERIOD 1 JANUARY 2005 TO 31 DECEMBER 2005 DATED 19

SEPTEMBER 2005
	 

	 	 
	 
	 	 






13




	 	 	 	 	 
	 	 	ROB ROY, IVANHOE & HAMISH
	 	 	P.218 & P.588 BLOCKS 15/21a & 15/21b
	A	 	LICENCE DATA
	-	 	 
	 	 	P.218
	 
	 	CERTIFIED TRUE COPY AGREEMENT FOR U.K. CONTINENTAL SHELF

	 
	 	PETROLEUM OPERATIONS BETWEEN MONSANTO TEXTILES LIMITED AND

	A01
	 	MONSANTO OIL COMPANY OF THE U.K., INC.DATED 22 MARCH 1972

	 
	 	 	 	 
	A02
	 	ASSIGNMENT AGREEMENT FOR P.174 AND P.218 DATED 20 APRIL 1972

	 
	 	 	 	 
	 
	 	LICENCE TO SEARCH AND BORE FOR AND GET PETROLEUM LICENCE P.218

	A03
	 	BLOCK 15/21  DATED 10 JULY 1972

	 
	 	 	 	 
	 
	 	CERTIFIED TRUE COPY ASSIGNMENT OF 5% PARTICIPATING INTEREST

	A04
	 	DEMINEX TO MONSANTO DATED 12 NOVEMBER 1976

	 
	 	 	 	 
	 
	 	CERTIFIED TRUE COPY ASSIGNMENT OF 10% PARTICIPATING INTEREST

	A05
	 	TRICENTROL TO DEMINEX DATED 12 NOVEMBER 1976

	 
	 	 	 	 
	A06
	 	AGREEMENT RE ASSIGNMENT DATED 28 JANUARY 1977

	 
	 	 	 	 
	A07
	 	ASSIGNMENT AGREEMENT FOR P.174 AND P.218 DATED 21 MARCH 1977

	 
	 	 	 	 
	A08
	 	ASSIGNMENT OF LICENCES P.174 AND P.218 DATED 22 MARCH 1977

	 
	 	 	 	 
	A09
	 	SCHEDULE OF RETAINED AREA FROM 15 MARCH 1978

	 
	 	 	 	 
	A10
	 	ASSIGNMENT OF LICENCES P.174 AND P.218 DATED 1 JANUARY 1981

	 
	 	 	 	 
	A11
	 	ASSIGNMENT OF LICENCE NO. P.218 DATED 29 MARCH 1984

	 
	 	 	 	 
	 
	 	DETERMINATION OF AN AREA TO BE AN OIL FIELD 065 IVANHOE TO

	A12
	 	LICENCEES OF PRODUCTION LICENCE P.218 DATED 18 FEBRUARY 1986

	 
	 	 	 	 
	A13
	 	ASSIGNMENT OF LICENCE NO. P.218 DATED 31 DECEMBER 1987

	 
	 	 	 	 
	A14
	 	ASSIGNMENT OF LICENCE P.218 DATED 17 AUGUST 1988

	 
	 	 	 	 
	A15
	 	CO-ORDINATES OF THE WHOLE FIELD 066 ROB ROY DATED 22 AUGUST 1988

	 
	 	 	 	 
	A16
	 	ASSIGNMENT IN RESPECT OF LICENCE P.218 DATED 1 JANUARY 1993

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

	A17
	 	LICENCE P.218 DATED 12 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	ASSIGNMENT OF INTEREST RELATING TO UK PETROLEUM PRODUCTON

	 
	 	LICENCE P.218 & P.588 (BLOCK 15/21A AND 15/21B) DATED 10 OCTOBER

	A18
	 	 	2003	 
	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.218

	A19
	 	DATED 21 NOVEMBER 2003

	 
	 	 	 	 
	 
	 	P	.588	 
	 
	 	LICENCE P.588 TO SEARCH AND BORE FOR AND GET PETROLEUM IN BLOCK

	A20
	 	15/21B, DATED 17 AUGUST 1987.
	 
	 	 	 	 
	 
	 	DEED RELATING TO THE ACQUISITION OF PETROLEUM WON AND SAVED

	A21
	 	UNDER THE AUTHORITY OF LICENCE P.588 DATED 17 AUGUST 1987

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL DEED TO LICENCE P.588 OIL OPTION DEED DATED 19

	A22
	 	AUGUST 1989

	 
	 	 	 	 
	 
	 	NOVATION OF UK TENTH ROUND LICENSING ACQUISITION AGREEMENT FOR

	A23
	 	BLOCK 15/21B DATED 19 AUGUST 1988

	 
	 	 	 	 
	A24
	 	ASSIGNMENT OF LICENCE P.588 DATED 20 JUNE 1989

	 
	 	 	 	 
	 
	 	DEED OF TERMINATION OF A DEED DATED 17 AUGUST 1987 RELATING TO

	 
	 	ACQUISITION OF PETROLEUM WON AND SAVED UNDER THE AUTHORITY OF

	A25
	 	LICENCE P.588 DATED 25 SEPTEMBER 1989

	 
	 	 	 	 
	 
	 	DETERMINATION OF AN AREA TO BE AN OIL FIELD 116 HAMISH TO

	A26
	 	LICENCEES OF PRODUCTION LICENCE P.588 DATED 4 MAY 1990

	 
	 	 	 	 
	A27
	 	ASSIGNMENT IN RESPECT OF LICENCE NO. P.588 DATED 27 JUNE 1990

	 
	 	 	 	 
	A28
	 	ASSIGNMENT IN RESPECT OF LICENCE NO. P.588 DATED 1 JANUARY 1993

	 
	 	 	 	 
	A29
	 	SCHEDULE LICENCE NO. P.588 RETAINED AREA FROM 4 JUNE 1993

	 
	 	 	 	 
	 
	 	DEED OF VARIATION RELATING TO PETROLEUM PRODUCTION LICENCE NO.

	A30
	 	P.588 DATED 26 AUGUST 1993

	 
	 	 	 	 
	 
	 	DEED OF VARIATION RELATING TO PETROLEUM PRODUCTION LICENCE NO.

	A31
	 	P.588 DATED 10 OCTOBER 1996

	 
	 	 	 	 
	A32
	 	SCHEDULE LICENCE NO.P.588 RETAINED AREA FROM 4 JUNE 2001

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

	A33
	 	LICENCE P.588 DATED 12 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UK PETROLEUM PRODUCTION LICENCE P.588

	A34
	 	DATED 21 NOVEMBER 2003

	 
	 	 	 	 
	 
	 	P.218 & P.588 TRUST DEEDS

	 
	 	TRUST DEED IN RESPECT OF UK LICENCES P.218 & P.588 DATED 30 JUNE

	A35
	 	 	2000	 
	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED IN RESPECT OF UNITED KINGDOM

	 
	 	PETROLEUM PRODUCTION LICENCES P.218 AND P.588 (30 JUNE 2000)

	A36
	 	DATED 12 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED IN RESPECT OF UK PETROLEUM

	 
	 	PRODUCTION LICENCE P.218 AND P.588 (30 JUNE 2000) DATED 10

	A37
	 	OCTOBER 2003.

	 
	 	 	 	 
	 
	 	SCOTT/TELFORD TRUST DEEDS

	 
	 	TRUST DEED RELATIVE TO SCOTT FIELD, TELFORD FIELD BLOCKS 15/21

	A38
	 	AND 15/22 DATED 17 JULY 1998

	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED RELATIVE TO SCOTT FIELD, TELFORD

	 
	 	FIELD BLOCK 15/21 AND 15/22 RE PREMIER TO TALISMAN DATED 10

	A39
	 	OCTOBER 2003

	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED RELATIVE TO SCOTT FIELD, TELFORD

	 
	 	FIELD BLOCK 15/21 AND 15/22 RE KERR MCGEE TO TALISMAN DATED 10

	A40
	 	OCTOBER 2003

	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED RELATIVE TO SCOTT FIELD, TELFORD

	 
	 	FIELD BLOCK 15/21 AND 15/22 RE AMERADA TO ENCANA DATED 10

	A41
	 	OCTOBER 2003

	 
	 	 	 	 
	 
	 	DEED OF NOVATION OF TRUST DEED RELATIVE TO SCOTT FIELD, TELEFORD

	A42
	 	FIELD BLOCK 15/21 AND 15/22 DATED 21 NOVEMBER 2003

	 
	 	 	 	 
	 
	 	EXECUTION DEED FOR NOVATION OF TRUST DEED RELATIVE TO SCOTT

	 
	 	FIELD, TELFORD FIELD, BLOCKS 15/21 AND 15/22 (17 July 1998)

	A43
	 	DATED 1 FEBRUARY 2004

	 
	 	 	 	 
	B
	 	OPERATING AGREEMENTS
	 
	 	 	 	 
	B01
	 	OPERATING AGREEMENT DATED 20 APRIL 1972 (SUPERSEDED)

	 
	 	 	 	 
	B02
	 	AMENDMENT TO JOINT OPERATING AGREEMENT UNDATED

	 
	 	 	 	 
	 
	 	DEED OF NOVATION RELATING TO LICENCE P.174 AND P.218 OPERATING

	B03
	 	AGREEMENT (20 APRIL 1972) DATED 1 JANUARY 1981

	 
	 	 	 	 
	 
	 	OPERATING AGREEMENT FOR UNITED KINGDOM PETROLEUM PRODUCTION

	B04
	 	LICENCE NUMBER P.218, DATED 13 AUGUST 1987.

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL AGREEMENT TO THE OPERATING AGREEMENT FOR UNITED

	 
	 	KINGDOM PETROLEUM PRODUCTION LICENCE NUMBER P.218, DATED 31

	B05
	 	DECEMBER 1987

	 
	 	 	 	 
	 
	 	NOVATION OF JOINT OPERATING AGREEMENT RELATING TO LICENCE P.218

	B06
	 	DATED 17 AUGUST 1988

	 
	 	 	 	 
	 
	 	NOVATION OF SUPPLEMENTAL AGREEMENT TO THE OPERATING AGREEMENT

	B07
	 	FOR LICENCE P.218 DATED 17 AUGUST 1988

	 
	 	 	 	 
	 
	 	NOVATION OF OPERATING AGREEMENT IN RESPECT OF LICENCE P.218

	B08
	 	DATED 21 DECEMBER 1992

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT AGREEMENT IN RESPECT OF THE JOINT

	 
	 	OPERATING AGREEMENT RELATING TO LICENCE P.218 AND P.588 (BLOCKS

	B09
	 	15/21A AND 15/21B), DATED 20 JUNE 2000
	 
	 	 	 	 
	 
	 	NOVATION OF JOINT OPERATING AGREEMENT RELATING TO LICENCES P.218

	 
	 	AND P.588 (BLOCKS 15/21A AND 15/21B)(FIELD AREA) DATED 12

	B10
	 	NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION OF JOINT OPERATING AGREEMENT RELATING TO LICENCES P.218

	 
	 	AND P.588 (BLOCKS 15/21A AND 15/21B)(15/21 IVRRH AREAS) (13

	B11
	 	AUGUST 1987) DATED 10 OCTOBER 2003

	 
	 	 	 	 
	C
	 	TRANSPORTATION & PROCESSING
	 
	 	 	 	 
	 
	 	ROB ROY/IVANHOE TRANSPORTATION CONFIDENTIALITY AGREEMENT DATED

	C01
	 	17 APRIL 1985
	 
	 	 	 	 
	 
	 	NOVATION OF THE ROB ROY/IVANHOE TRANSPORTATION CONFIDENTIALITY

	C02
	 	AGREEMENT DATED 02 JANUARY 1986

	 
	 	 	 	 
	C03
	 	OIL TRANSPORTATION HEADS OF AGREEMENT DATED 28 AUGUST 1987

	 
	 	 	 	 
	 
	 	ASSIGNMENT OF OIL TRANSPORTATION HEADS OF AGREEMENT DATED 31

	C04
	 	DECEMBER 1987

	 
	 	 	 	 
	 
	 	ASSIGNMENT OF OIL TRANSPORTATION HEADS OF AGREEMENT DATED 17

	C05
	 	AUGUST  1988

	 
	 	 	 	 
	 
	 	LETTER RE GAS FROM AMERADA HESS FIELDS FROM OXY TO TEXACO DATED

	C06
	 	30 SEPTEMBER 1988
	 
	 	 	 	 
	 
	 	IVANHOE FIELD USE OF ROB ROY FACILITIES HEADS OF AGREEMENT DATED

	C07
	 	10 MARCH 1989
	 
	 	 	 	 
	 
	 	AGREEMENT FOR THE TRANSPORTATION OF IVANHOE GAS AND ROB ROY GAS

	C08
	 	IN THE FRIGG TRANSPORTATION SYSTEM DATED 31 MAY 1989

	 
	 	 	 	 
	C09
	 	TRI-PARTITE AGREEMENT DATED 31 MAY 1989

	 
	 	 	 	 
	C10
	 	ROB ROY AND IVANHOE COMMON STREAM AGREEMENT DATED 31 MAY 1989

	 
	 	 	 	 
	 
	 	IVANHOE AND ROB ROY LIFTING AGREEMENT FOR FLOTTA TERMINAL DATED

	C11
	 	1JULY 1989
	 
	 	 	 	 
	 
	 	SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF

	C12
	 	AGREEMENT DATED 1 July 1989

	 
	 	 	 	 
	 
	 	AGREEMENT FOR THE IVANHOE FIELD USE OF ROB ROY FACILITIES DATED

	C13
	 	1 July 1989
	 
	 	 	 	 
	C14
	 	PIPELINE AGREEMENT DATED 01 July 1989

	 
	 	 	 	 
	 
	 	AGREEMENT FOR THE TRANSPORTATION AND PROCESSING OF IRR NGL 9

	C15
	 	NOVEMBER 1990 DATED 8 SEPTEMBER 1989

	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT FOR THE TRANSPORTATION OF IVANHOE AND ROB

	C16
	 	ROY GAS IN THE FRIGG TRANSPORTATION SYSTEM  DATED 29 AUGUST 1991

	 
	 	 	 	 
	 
	 	NOVATION OF THE OIL TRANSPORTATION HEADS OF AGREEMENT AND

	 
	 	SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF

	C17
	 	AGREEMENT DATED 23 AUGUST 1991

	 
	 	 	 	 
	C18
	 	NOVATION OF GAS TRANSPORTATION AGREEMENT DATED 23 AUGUST 1991

	 
	 	 	 	 
	C19
	 	NOVATION OF PIPELINE AGREEMENT DATED 23 AUGUST 1991

	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT FOR IVANHOE FIELD USE OF ROB ROY

	C20
	 	FACILITIES DATED 23 AUGUST 1991

	 
	 	 	 	 
	 
	 	NOVATION OF IVANHOE AND ROB ROY LIFTING AGREEMENT FOR FLOTTA

	C21
	 	TERMINAL DATED 23 AUGUST 1991

	 
	 	 	 	 
	 
	 	NOVATION OF IVANHOE AND ROB ROY GAS SALES AND TRANSPORTATION

	C22
	 	ALLOCATION AGREEMENT DATED 23 AUGUST 1991

	 
	 	 	 	 
	 
	 	NOVATION OF ROB ROY/IVANHOE COMMON STREAM AGREEMENT DATED 23

	C23
	 	AUGUST 1991

	 
	 	 	 	 
	 
	 	NOVATION OF TRI-PARTITE AGREEMENT (31 MAY 1989) DATED 23 AUGUST

	C24
	 	 	1991	 
	 
	 	 	 	 
	 
	 	AGREEMENT FOR HAMISH FIELD USE OF ROB ROY FACILITIES DATED 31

	C25
	 	OCTOBER 1991

	 
	 	 	 	 
	 
	 	NOVATION OF PIPELINE AGREEMENT (1JULY 1989) DATED 21 DECEMBER

	C26
	 	 	1992	 
	 
	 	 	 	 
	 
	 	NOVATION OF GAS TRANSPORTATION AGREEMENT (31 MAY 1989) DATED 21

	C27
	 	DECEMBER 1992

	 
	 	 	 	 
	 
	 	NOVATION OF THE OIL TRANSPORTATION HEADS OF AGREEMENT AND

	 
	 	SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF

	C28
	 	AGREEMENT DATED 21 DECEMBER 1992

	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT FOR HAMISH FIELD USE OF ROB ROY FACILITIES

	C29
	 	DATED 21 DECEMBER 1992

	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT FOR IVANHOE FIELD USE OF ROB ROY

	C30
	 	FACILITIES DATED 21 DECEMBER 1992

	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT FOR THE TRANSPORTATION OF IVANHOE AND ROB

	 
	 	ROY GAS IN THE FRIGG TRANSPORTATION SYSTEM DATED 21 DECEMBER

	C31
	 	 	1992	 
	 
	 	 	 	 
	C32
	 	NOVATION OF TRI-PARTITE AGREEMENT DATED 21 DECEMBER 1992

	 
	 	 	 	 
	 
	 	NOVATION OF ROB ROY AND IVANHOE COMMON STREAM AGREEMENT DATED 22

	C33
	 	DECEMBER 1992

	 
	 	 	 	 
	 
	 	AMENDING AGREEMENT TO THE AGREEEMENT FOR THE TRANSPORTATION OF

	 
	 	IVANHOE AND ROB ROY GAS IN THE FRIGG TRANSPORTATION SYSTEM DATED

	C34
	 	11 MAY 1993.
	 
	 	 	 	 
	 
	 	FIRST AMENDING AGREEMENT TO THE TRI-PARTITE AGREEMENT DATED 11

	C35
	 	MAY 1993

	 
	 	 	 	 
	 
	 	THE GREATER FRIGG SYSTEM ALLOCATION AGREEMENT TARTAN AND ROB

	 
	 	ROY/IVANHOE INTERIM ALLOCATION AGREEMENT  (DRAFT) DATED 27

	C36
	 	SEPTEMBER 1993.

	 
	 	 	 	 
	 
	 	AMENDING THE OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST

	 
	 	1987) AND THE SUPPLEMENTAL AGREEMENT THERETO (1 July 1989) DATED
	C37
	 	07 FEBRUARY 1995
	 
	 	 	 	 
	C38
	 	NOVATION OF TRI-PARTITE AGREEMENT (31 MAY 1989) DATED 1 July 1996

	 
	 	 	 	 
	 
	 	NOVATION OF THE OIL TRANSPORTATION HEADS OF AGREEMENT AND

	 
	 	SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF

	C39
	 	AGREEMENT DATED 9 JANUARY 1997

	 
	 	 	 	 
	 
	 	NOVATION OF TRI-PARTITE AGREEMENT (31 MAY 1989) DATED 9 JANUARY

	C40
	 	 	1997	 
	 
	 	 	 	 
	 
	 	ROB ROY/IVANHOE FIELD SPUR ALLOCATION AGREEMENT DATED 19 MAY

	C41
	 	 	1997.	 
	 
	 	 	 	 
	 
	 	SUPPLEMENTAL LETTER AGREEMENT TO THE ROB ROY/IVANHOE FIELD SPUR

	 
	 	ALLOCATION AGREEEMENT RE TRRIPFIELD ALLOCATION AGREEMENT  (19

	C42
	 	MAY 1997) DATED 19 MAY 1997

	 
	 	 	 	 
	 
	 	R-BLOCK PROCESSING AND OPERATIONAL SERVICES AGREEMENT DATED 29
	C43
	 	JANUARY 1998.

	 
	 	 	 	 
	 
	 	FIRST AMENDING AGREEMENT TO THE ROB ROY/IVANHOE FIELD SPUR

	C44
	 	ALLOCATION AGREEMENT (19 MAY 1997) DATED 30 MARCH 1998

	 
	 	 	 	 
	 
	 	LETTER RE TRRIPFIELD SPUR ALLOCATION AGREEMENTS DATED 30 MARCH

	C45
	 	 	1998	 
	 
	 	 	 	 
	 
	 	FIRST AMENDING AGREEMENT TO THE SPUR ALLOCATION AGREEMENT DATED

	C46
	 	19 MAY 1997, DATED 30 MARCH 1998.
	 
	 	 	 	 
	 
	 	HYDROCARBON ALLOCATION METHODOLOGY IVANHOE/ROB ROY/RENEE/RUBIE

	C47
	 	DATED 26 NOVEMBER 1998

	 
	 	 	 	 
	 
	 	NOVATION OF OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST

	 
	 	1987) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS OF
	 
	 	AGREEMENT (1 July 1989) AND AMENDMENT AGREEMENT TO THE OIL

	 
	 	TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995) DATED 22

	C48
	 	JANUARY 1999

	 
	 	 	 	 
	 
	 	NOVATION OF PIPELINE AGREEMENT (1 July 1989) DATED 22 JANUARY

	C49
	 	 	1999	 
	 
	 	 	 	 
	 
	 	NOVATION OF TRI-PARTITE AGREEMENT (31 MAY 1989) DATED 22 JANUARY

	C50
	 	 	1999	 
	 
	 	 	 	 
	 
	 	SECOND AMENDING AGREEMENT AND SUPPLEMENTAL AGREEMENT TO THE ROB

	 
	 	ROY/IVANHOE FIELD SPUR ALLOCATION AGREEMENT DATED 19 MAY 1997 IN

	C51
	 	RESPECT OF R-BLOCK GAS, DATED 9 FEBRUARY 1999.

	 
	 	 	 	 
	 
	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

	 
	 	REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

	C52
	 	IN THE FLOTTA SYSTEM DATED 1 MAY 2000

	 
	 	 	 	 
	 
	 	NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE

	 
	 	TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH

	C53
	 	1998) DATED 01 MAY 2000
	 
	 	 	 	 
	C54
	 	NOVATION OF PIPELINE AGREEMENT (1 JULY 1989) DATED 1 MAY 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT FOR USE OF ROB ROY FACILITIES BY HAMISH FIELD

	C55
	 	DATED 30 JUNE 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT IN RESPECT OF IVANHOE AND ROB ROY LIFTING

	C56
	 	AGREEMENT FOR FLOTTA TERMINAL (1 July 1989) DATED 30 JUNE 2000

	 
	 	 	 	 
	 
	 	NOVATION OF COMMON STREAM AGREEMENT AND SELLER'S REPRESENTATIVE

	 
	 	AGREEMENT (BOTH 31 MAY 1999) RELATING TO ROB ROY AND IVANHOE

	C57
	 	FIELDS DATED 30 JUNE 2000

	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT FOR THE TRANSPORTATION OF IVANHOE AND ROB

	 
	 	ROY GAS IN THE FRIGG TRANSPORTATION SYSTEM  (31 MAY 1989) DATED

	C58
	 	30 JUNE 2000
	 
	 	 	 	 
	 
	 	NOVATION OF ROB ROY/IVANHOE FIELD SPUR ALLOCATION AGREEMENT (19

	C59
	 	MAY 1997) DATED 30 JUNE 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	C60
	 	OPERATIONAL SERVICES AGREEMENT DATED 30 JUNE 2000

	 
	 	 	 	 
	C61
	 	NOVATION OF PIPELINE AGREEMENT (1 July 1989) DATED 30 JUNE 2000

	 
	 	 	 	 
	 
	 	NOVATION OF (1) OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST

	 
	 	1987) (2) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS
	 
	 	OF AGREEMENT (1 July 1989) AND (3) AMENDMENT AGREEMENT TO THE

	 
	 	OIL TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995)  DATED

	C62
	 	30 JUNE 2000
	 
	 	 	 	 
	 
	 	NOVATION OF GAS TRANSPORTATION AGREEMENT(TARTAN) (31 MAY 1989)

	C63
	 	DATED 30 JUNE 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	 
	 	OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 20 July

	C64
	 	 	2000	 
	 
	 	 	 	 
	 
	 	NOVATION OF ROB ROY/IVANHOE GAS TRANSPORTATION AGREEMENT (31 MAY

	C65
	 	1989) DATED 01 OCTOBER 2000
	 
	 	 	 	 
	 
	 	NOVATION OF ROB ROY/IVANHOE FIELD SPUR ALLOCATION AGREEMENT (19

	 
	 	MAY 1997) AS AMENDED AND SUPPLEMENTED BY ASSOCIATED AGREEMENTS

	C66
	 	DATED 1 OCTOBER 2000

	 
	 	 	 	 
	 
	 	AMENDING AGREEMENT TO THE GAS TRANSPORTATION AGREEMENT, DATED 17

	C67
	 	NOVEMBER 2000.

	 
	 	 	 	 
	 
	 	NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE

	 
	 	TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH

	C68
	 	1998) DATED 22 DECEMBER 2000
	 
	 	 	 	 
	C69
	 	NOVATION OF PIPELINE AGREEMENT DATED 22 DECEMBER 2000

	 
	 	 	 	 
	 
	 	NOVATION OF (1) OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST

	 
	 	1987) (2) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS
	 
	 	OF AGREEMENT (1 July 1989) AND (3) AMENDMENT AGREEMENT TO THE

	 
	 	OIL TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995)  DATED

	C70
	 	22 DECEMBER 2000
	 
	 	 	 	 
	 
	 	NOVATION OF INTERFACE AGREEMENT CONCERNING INFORMATION AND DATA

	 
	 	REQUIREMENTS RELATING TO THE TRANSPORTATION OF R-BLOCK LIQUIDS

	C71
	 	IN THE FLOTTA SYSTEM DATED 22 DECEMBER 2000

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	 
	 	OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 12

	C72
	 	NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT OF AGREEMENT FOR THE TRANSPORTATION OF

	 
	 	IVANHOE GAS AND ROB ROY GAS IN THE FRIGG TRANSPORTATION SYSTEM

	C73
	 	(31 MAY 1989) DATED 10 OCTOBER 2003
	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT IN RESPECT OF IVANHOE AND ROB ROY LIFTING

	C74
	 	AGREEMENT FOR FLOTTA TERMINAL (1JULY 1989) DATED 10 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION OF COMMON STREAM AGREEMENT AND SELLER'S REPRESENTATIVE

	 
	 	AGREEMENT RELATING TO THE ROB ROY AND IVANHOE FIELDS (31 MAY

	C75
	 	1989) DATED 10 OCTOBER 2003
	 
	 	 	 	 
	 
	 	NOVATION OF PIPELINE AGREEMENT (1 JULY 1989) DATED 10 OCTOBER

	C76
	 	 	2003	 
	 
	 	 	 	 
	 
	 	NOVATION OF ROB ROY/IVANHOE GAS TRANSPORTATION (TARTAN)

	C77
	 	AGREEMENT (31 MAY 1989) DATED 10 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION OF (1) OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST

	 
	 	1987) (2) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS
	 
	 	OF AGREEMENT (1 July 1989) AND (3) AMENDMENT AGREEMENT TO THE

	 
	 	OIL TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995)  DATED

	C78
	 	10 OCTOBER 2003
	 
	 	 	 	 
	 
	 	NOVATION OF ACKNOWLEDGEMENT AGREEMENT RELATING TO THE

	 
	 	TRANSPORTATION OF R-BLOCK LIQUIDS IN THE FLOTTA SYSTEM (20 MARCH

	C79
	 	1998) DATED 10 OCTOBER 2003
	 
	 	 	 	 
	 
	 	NOVATION ROB ROY/IVANHOE FIELD SPUR ALLOCATION AGREEMENT (19 MAY

	 
	 	1997) AS AMENDED AND SUPPLEMENTED BY ASSOCIATED AGREEMENTS DATED
	C80
	 	10 OCTOBER 2003
	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT FOR USE OF ROB ROY FACILITIES BY IVANHOE

	C81
	 	FIELD (1 July 1989) DATED 10 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO R-BLOCK PROCESSING AND

	 
	 	OPERATIONAL SERVICES AGREEMENT (29 JANUARY 1998) DATED 10

	C82
	 	OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT FOR USE OF ROB ROY FACILITIES BY HAMISH

	C83
	 	FIELD (31 OCTOBER 1991) DATED 10 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION OF ROB ROY / IVANHOE GAS TRANSPORTATION AGREEMENT (31

	C84
	 	MAY 1989) DATED 31 MAY 2004

	 
	 	 	 	 
	C85
	 	WORKING INTEREST ASSIGNMENT DATED 31 MAY 2004

	 
	 	 	 	 
	 
	 	NOVATION OF THE AGREEMENT FOR THE TRANSPORTATION OF GALLEY GAS

	 
	 	AND R-BLOCK GAS THROUGH THE TARTAN SYSTEM AND THE GAS EXPORT

	C86
	 	LINE (1 OCTOBER 2000) DATED 31 MAY 2004

	 
	 	 	 	 
	 
	 	NOVATION OF (1) PIPELINE SHARING HEADS OF AGREEMENT DATED 26

	 
	 	July 1978 (2) LETTER AGREEMENT IN RESPECT OF THE GAS PIPELINE

	C87
	 	OPERATING AGREEMENT (24 APRIL 1989) DATED 31 MAY 2004

	 
	 	 	 	 
	 
	 	NOVATION OF PT RISER OPERATING AGREEMENT (11 MAY 1993) DATED 31

	C88
	 	MAY 2004

	 
	 	 	 	 
	 
	 	LETTER AGREEMENT RE. TRANSPORTATION AND PROCESSING OF TARTAN,

	C89
	 	GALLEY AND IVAN HOE/ROB ROY FIELD GAS DATED 25 MARCH 2005

	 
	 	 	 	 
	 
	 	LETTER RE. TRANSPORTATION AND PROCESSING OF TARTAN, GALLEY AND

	 
	 	IVANHOE/ROB ROY GAS IN THE FRIGG UK PIPELINE - SALE AND PURCHASE

	C90
	 	OF TARTAN, GALLEY AND IVANHOE/ROB ROY GAS DATED 5 APRIL 2005

	 
	 	 	 	 
	 
	 	PROXIMITY AGREEMENT IN RESPECT OF THE CONDUCT OF REPAIR WORK IN

	 
	 	PROXIMITY TO THE AMERADA PIPELINE BETWEEN HESS AND TEUK DATED 23

	C91
	 	DECEMBER 2005

	 
	 	 	 	 
	 
	 	ROB ROY/IVANHOE ALLOCATION LETTER AGREEMENT RELATING TO

	C92
	 	TRI-PARTITE AGREEMENT UNDATED

	 
	 	 	 	 
	 
	 	NOVATION OF (1) OIL TRANSPORTATION HEADS OF AGREEMENT (28 AUGUST

	 
	 	1987) (2) SUPPLEMENTAL AGREEMENT TO THE OIL TRANSPORTATION HEADS
	 
	 	OF AGREEMENT (1 July 1989) AND (3) AMENDMENT AGREEMENT TO THE

	 
	 	OIL TRANSPORTATION HEADS OF AGREEMENT (7 FEBRUARY 1995)  DATED

	C93
	 	12 NOVEMBER 2002
	 
	 	 	 	 
	 
	 	NOVATION OF PIPELINE AGREEMENT (1 JULY 1989) DATED 12 NOVEMBER

	C94
	 	 	2002	 
	 
	 	 	 	 
	D
	 	PRODUCT SALE & PURCHASE
	 
	 	 	 	 
	 
	 	AGREEMENT BETWEEN DEMINEX AND BG FOR SALE AND PURCHASE OF

	 
	 	NATURAL GAS FROM THE ROB ROY AND IVANHOE FIELDS DATED 31 MAY

	D01
	 	 	1989	 
	 
	 	 	 	 
	D02
	 	SELLER'S REPRESENTATIVE AGREEMENT DATED 31 MAY 1989

	 
	 	 	 	 
	D03
	 	LETTER RE ROB ROY/IVANHOE - ALLOCATION  DATED 31 MAY 1989

	 
	 	 	 	 
	 
	 	AGREEMENT BETWEEN PICT AND BG FOR SALE AND PURCHASE OF NATURAL

	D04
	 	GAS FROM THE ROB ROY AND IVANHOE FIELDS DATED 31 MAY 1989

	 
	 	 	 	 
	 
	 	AGREEMENT BETWEEN KERR-MCGEE AND BRITISH GAS FOR THE SALE AND

	 
	 	PURCHASE OF NATURAL GAS FROM THE ROB ROY AND IVANHOE FIELDS

	D05
	 	DATED 31 MAY 1989

	 
	 	 	 	 
	D06
	 	THE RESTRICTION OF AMENDMENTS AGREEMENT DATED 31 MAY 1989

	 
	 	 	 	 
	 
	 	IVANHOE AND ROB ROY GAS SALES AND TRANSPORTATION ALLOCATION

	D07
	 	AGREEMENT DATED 1 July 1989

	 
	 	 	 	 
	 
	 	TARTAN AND ROB ROY/IVANHOE INTERIM ALLOCATION AGREEMENT DATED 18

	D08
	 	AUGUST 1989.

	 
	 	 	 	 
	 
	 	NOVATION OF SELLER'S REPRESENTATIVE AGREEMENT DATED 23 AUGUST

	D09
	 	 	1991	 
	 
	 	 	 	 
	 
	 	NOVATION OF TARTAN AND ROB ROY/IVANHOE INTERIM ALLOCATION

	D10
	 	AGREEMENT DATED 23 AUGUST 1991

	 
	 	 	 	 
	 
	 	NOVATION OF THE RESTRICTION OF AMENDMENTS AGREEMENT (31 MAY

	D11
	 	1989) DATED 23 AUGUST 1991
	 
	 	 	 	 
	 
	 	NOVATION OF IVANHOE AND ROB ROY GAS SALES AND TRANSPORTATION

	D12
	 	ALLOCATION AGREEMENT DATED 21 DECEMBER 1992

	 
	 	 	 	 
	 
	 	NOVATION OF LETTER AGREEMENT ON REVENUE SHARING PROPOSALS FOR

	D13
	 	FLOTTA TERMINAL DATED 21 DECEMBER 1992

	 
	 	 	 	 
	 
	 	NOVATION OF SELLER'S REPRESENTATIVE AGREEMENT (23 AUGUST 1991)

	D14
	 	DATED 21 DECEMBER 1992

	 
	 	 	 	 
	 
	 	NOVATION OF THE RESTRICTION OF AMENDMENTS AGREEMENT (31 MAY

	D15
	 	1989) DATED 21 DECEMBER 1992
	 
	 	 	 	 
	 
	 	NOVATION OF TARTAN AND ROB ROY/IVANHOE INTERIM ALLOCATION

	D16
	 	AGREEMENT DATED 22 DECEMBER 1992

	 
	 	 	 	 
	 
	 	TARTAN AND ROB ROY/IVANHOE INTERIM ALLOCATION AGREEMENT DATED 30

	D17
	 	SEPTEMBER 1993

	 
	 	 	 	 
	 
	 	SUPPLEMENTAL LETTER AGREEMENT TO THE TARTAN AND ROB ROY/IVANHOE

	D18
	 	INTERIM ALLOCATION AGREEMENT DATED 30 SEPTEMBER 1993

	 
	 	 	 	 
	 
	 	LETTER RE TARTAN AND ROB ROY/IVANHOE INTERIM ALLOCATION

	D19
	 	AGREEMENT DATED 27 JulY 1994

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT IN RESPECT OF RESTRICTION OF AMENDMENTS

	D20
	 	AGREEMENT  (31 MAY 1989) DATED 30 JUNE 2000

	 
	 	 	 	 
	 
	 	NOVATION OF AGREEMENT FOR THE SALE AND PURCHASE OF GAS FROM THE

	D21
	 	ROB ROY AND IVANHOE FIELDS (31 MAY 1989) DATED 30 JUNE 2000

	 
	 	 	 	 
	 
	 	NOVATION OF IVANHOE AND ROB ROY GAS SALES AND TRANSPORTATION

	D22
	 	ALLOCATION AGREEMENT (1 JULY 1989) DATED 12 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	NOVATION OF LETTER AGREEMENT ADDRESSING FLOTTA TERMINAL - POWER

	 
	 	EXPORT SCHEME AND ORKNEY WATER TEST CENTRE REVENUE SHARING

	D23
	 	PROPOSALS DATED 10 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION OF IVANHOE AND ROB ROY GAS SALES & TRANSPORTATION

	D24
	 	ALLOCATION AGREEMENT (1 JULY 1989) DATED 10 OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION OF AN AGREEMENT FOR THE SALE AND PURCHASE OF NATURAL

	 
	 	GAS FROM ROB ROY AND IVANHOE FIELDS (31 MAY 1989)  DATED 10

	D25
	 	OCTOBER 2003

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT IN RESPECT OF RESTRICTION OF AMENDMENTS

	D26
	 	AGREEMENT  (31 MAY 1989) DATED 10 OCTOBER 2003

	 
	 	 	 	 
	 
	 	TARTAN - IVANHOE/ROB ROY GAS SUPPLY AND PURCHASE AGREEMENT DATED

	D27
	 	31 AUGUST 2005
	 
	 	 	 	 
	E
	 	MISCELLANEOUS
	 
	 	 	 	 
	E01
	 	CONFIDENTIALITY AGREEMENT DATED 17 APRIL 1985

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY - PICT PETROLEUM PLC APPOINTING AMERADA HESS

	E02
	 	LIMITED AS ITS ATTORNEY

	 
	 	 	 	 
	E03
	 	ROB ROY/IVANHOE PARENT COMPANY GUARANTEE DATED 14 JUNE 1989..

	 
	 	 	 	 
	 
	 	CONTRACT OF SETTLEMENT AND RELEASE BETWEEN HESS AND CHARLTON

	E04
	 	LESLIE DATED 21 JUNE 1991

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY APPOINTING BRAN WILLIAM HEMMING ON BEHALF OF

	 
	 	KERR-MCGEE TO EXECUTE A SALE AND PURCHASE AGREEMENT BETWEEN KM

	 
	 	AND TOTL, TEUK RE LICENCE P.218 15/21A AND P.588 15/21B DATED 5

	E05
	 	SEPTEMBER 2002

	 
	 	 	 	 
	 
	 	AGREEMENT FOR THE RETENTION OF DOCUMENTS OUTSIDE THE UK RE

	 
	 	IVANHOE, ROB ROY, HAMISH, BALMORAL AND STIRLING DATED 13

	E06
	 	SEPTEMBER 2002

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY APPOINTING AUSTIN WELCH TO EXECUTE THE

	 
	 	ASSIGNMENT OF PERCENTAGE INTEREST BETWEEN TLM AND KERR-MCGEE

	 
	 	TERMINATING ON 1 DECEMBER 2002 FOR LICENCE P.218 BLOCK 15/21A

	E07
	 	AND P.588 BLOCK 15/21B DATED 1 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY APPOINTING AUSTIN WELCH TO EXECUTE THE

	 
	 	ASSIGNMENT OF PERCENTAGE INTEREST BETWEEN TLM AND KERR-MCGEE

	 
	 	TERMINATING ON 1 DECEMBER 2002 FOR LICENCE P.201 BLOCK 16/21A

	E08
	 	DATED 1 NOVEMBER 2002

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY APPOINTING JON HENDRIK BOOT TO SIGN, EXECUTE,

	 
	 	COMPLETE, APPROVE AND DELIVER ON BEHALF OF PREMIER PICT DATED 5

	E09
	 	SEPTEMBER 2003

	 
	 	 	 	 
	 
	 	POWER OF ATTORNEY APPOINTING PHILIPARGO ON BEHALF OF TOTL TO

	E10
	 	EXECUTE THE SALE AND PURCHASE AGREEMENT DATED 9 SEPTEMBER 2003

	 
	 	 	 	 
	 
	 	CERTIFICATE OF INCORPORATION ON CHANGE OF NAME - KERR-MCGEE OIL

	E11
	 	(U.K.) LIMITED TO MAERSK OIL UK LIMITED DATED 17 NOVEMBER 2005

	 
	 	 	 	 
	F
	 	DTI
	 
	 	 	 	 
	 
	 	DTI - LICENCE NO. P.218 AND P.588 CONSENT TO FLARE GAS FOR THE

	F01
	 	PERIOD 1 July 1991 TO 31 DECEMBER 1991 DATED 28 JUNE 1991

	 
	 	 	 	 
	 
	 	DTI - LICENCE NO. P.218 AND P.588 DEVELOPMENT AND PRODUCTION

	F02
	 	WORKS DATED 8 NOVEMBER 1991

	 
	 	 	 	 
	 
	 	DTI - LICENCE NO. P.218 AND P.588 CONSENT TO FLARE GAS FOR THE

	F03
	 	PERIOD 1 JANUARY 1992 TO 30 JUNE 1992 DATED 31 DECEMBER 1991

	 
	 	 	 	 
	 
	 	LETTER TO DTI - CONSENT TO THE FLARING OF GAS P.218, P.220,

	 
	 	P.226, P.238, P.249, P.250, P.324, P.339, P.588 & P.640 DATED 19

	F04
	 	DECEMBER 2002

	 
	 	 	 	 
	 
	 	DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)

	F05
	 	SUBMARINE PIPELINES IVANHOE BLOCK 15/21A DATED 14 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)

	 
	 	SUBMARINE PIPELINES BLOCK PL515 TO PL523, PL525 TO PL529, PL531

	F06
	 	TO PL539 & PL541 TO PL546 DATED 14 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)

	F07
	 	SUBMARINE PIPELINES PL684 TO PL687 DATED 14 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)

	F08
	 	SUBMARINE PIPELINES PL556 DATED 14 FEBRUARY 2003

	 
	 	 	 	 
	 
	 	DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)

	 
	 	SUBMARINE PIPELINES PL1881, PL1882, PLU1883 DATED 14 FEBRUARY

	F09
	 	 	2003	 
	 
	 	 	 	 
	 
	 	DTI - INVITATION TO MAKE REPRESENTATION UNDER SECTION 31(4)

	 
	 	OFFSHORE INSTALLATIONS BLOCK 15/21A & 15/21B DATED 14 FEBRUARY

	F10
	 	 	2003	 
	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

	F11
	 	PL1769 AND PL1770 DATED 25 MARCH 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE OFFSHORE

	 
	 	INSTALLATIONS ROY ROY SUBSEA PRODUCTION MANIFOLD DATED 25 MARCH

	F12
	 	 	2003	 
	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

	F13
	 	PL684 TO PL687 DATED 25 MARCH 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE OFFSHORE

	 
	 	INSTALLATIONS IVANHOE FLOATING PRODUCTION FACILITY DATED 25

	F14
	 	MARCH 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

	F15
	 	PL1881, PL1882 AND PLU1883 DATED 25 MARCH 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

	F16
	 	PL556 DATED 25 MARCH 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

	 
	 	PL515 TO PL523, PL525 TO PL529, PL531 TO PL539 AND PL541 TO

	F17
	 	PL546 DATED 25 MARCH 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE UNDER SECTION 31(5)

	 
	 	CONSIDERATION TO WITHDRAW RE IVANHOE BLOCK 15/21A DATED 6 JUNE

	F18
	 	 	2003	 
	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE UNDER SECTION 31(5)

	 
	 	CONSIDERATION TO WITHDRAW RE IVANHOE PIPELINE PL1769 AND PL1770

	F19
	 	DATED 6 JUNE 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE UNDER SECTION 31(5)

	 
	 	CONSIDERATION TO WITHDRAW RE IVANHOE PIPELINE PL556 DATED 6 JUNE

	F20
	 	 	2003	 
	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE UNDER SECTION 31(5)

	 
	 	CONSIDERATION TO WITHDRAW RE ROB ROY PIPELINES PL1881 TO PLU1883

	F21
	 	DATED 6 JUNE 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE UNDER SECTION 31(5)

	 
	 	CONSIDERATION TO WITHDRAW RE ROB ROY PIPELINES PL515 TO PL523,

	F22
	 	PL525 TO PL529, PL531 TO PL539, PL541 TO PL546 DATED 6 JUNE 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE UNDER SECTION 31(5)

	 
	 	CONSIDERATION TO WITHDRAW RE ROB ROY PIPELINES PL684 TO PL687

	F23
	 	DATED 6 JUNE 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE UNDER SECTION 31(5)

	 
	 	CONSIDERATION TO WITHDRAW RE ROB ROY BLOCK 15/21A AND 15/21B -

	F24
	 	SUBSEA PRODUCTION MANIFOLD DATED 6 JUNE 2003

	 
	 	 	 	 
	 
	 	DTI - SECTION 29 NOTICE SUBMARINE PIPELINES FOR PL513,514,547 TO

	F25
	 	567, 1769, 1770 DATED 21 AUGUST 2003
	 
	 	 	 	 
	 
	 	DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588 CONSENT

	F26
	 	TO VENT GAS DATED 31 DECEMBER 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588 CONSENT

	F27
	 	TO FLARE GAS DATED 31 DECEMBER 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588

	 
	 	DEVELOPMENT AND PRODUCTION WORKS FOR THE IVANHOE FIELD DATED 31

	F28
	 	DECEMBER 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588

	 
	 	DEVELOPMENT AND PRODUCTION WORKS FOR THE ROB ROY FIELD DATED 31

	F29
	 	DECEMBER 2003

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588

	 
	 	DEVELOPMENT AND PRODUCTION WORKS FOR THE HAMISH FIELD DATED 31

	F30
	 	DECEMBER 2003

	 
	 	 	 	 
	 
	 	DTI - INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4)

	F31
	 	SUBMARINE PIPELINES DATED 20 MAY 2004

	 
	 	 	 	 
	 
	 	DTI - INVITATION TO MAKE REPRESENTATIONS UNDER SECTION 31(4)

	 
	 	OFFSHORE INSTALLATIONS FOR INVANHOE BLOCK 15/21A  DATED 20 MAY

	F32
	 	 	2004	 
	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATION

	F33
	 	UNDER SECTION 31(4) OFFSHORE INSTALLATIONS DATED 15 JUNE 2004

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : INVITATION TO MAKE REPRESENTATION

	F34
	 	UNDER SECTION 31(4) SUBMARINE PIPELINES DATED 15 JUNE 2004

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

	F35
	 	DATED 29 JUNE 2004

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE OFFSHORE

	F36
	 	INSTALLATIONS DATED 29 JUNE 2004

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE OFFSHORE

	F37
	 	INSTALLATIONS DATED 21 July 2004

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

	F38
	 	DATED 21 July 2004

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

	F39
	 	DATED 14 OCTOBER 2004

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM ACT 1998 : SECTION 29 NOTICE SUBMARINE PIPELINES

	F40
	 	DATED 14 OCTOBER 2004

	 
	 	 	 	 
	 
	 	DTI - LICENCE NO. P.218 AND P.588 DEVELOPMENT AND PRODUCTION

	F41
	 	WORKS DATED 31 DECEMBER 2004

	 
	 	 	 	 
	 
	 	DTI - LICENCE NO. P.218 AND P.588 DEVELOPMENT AND PRODUCTION

	F42
	 	WORKS DATED 31 DECEMBER 2004

	 
	 	 	 	 
	 
	 	DTI - LICENCE NO. P.218 AND P.588 CONSENT TO FLARE GAS FOR THE

	F43
	 	PERIOD 1 JANUARY TO 31 DECEMBER 2005 DATED 31 DECEMBER 2004

	 
	 	 	 	 
	 
	 	DTI - PETROLEUM PRODUCTION LICENCE NO. P.218 AND P.588 CONSENT

	F44
	 	TO VENT GAS DATED 31 DECEMBER 2004

	 
	 	 	 	 






14




	 	 	 	 	 
	 	 	LICENCE P.140 BLOCK 15/26A
	A	 	LICENCE DATA
	-	 	 	 	 
	 
	 	LICENCE P.140 TO SEARCH AND BORE FOR AND GET PETROLEUM IN BLOCK

	 
	 	15/26, DATED 28 FEBRUARY 1972 AND COVERING LETTER DATED 29
	A01
	 	DECEMBER 1971.

	 
	 	 	 	 
	A02
	 	SCHEDULE OF RETAINED AREA LICENCE P.140 FROM 1 DECEMBER 1977

	 
	 	 	 	 
	A03
	 	ASSIGNMENT OF LICENCE P.140, DATED 1 JANUARY 1981.

	 
	 	 	 	 
	A04
	 	DEED OF ASSIGNMENT OF INTEREST DATED 18 AUGUST 1982.

	 
	 	 	 	 
	A05
	 	DEED OF ASSIGNMENT OF INTEREST DATED 18 AUGUST 1992.

	 
	 	 	 	 
	 
	 	LETTER RE TRANSFER OF OPERATORSHIP, LICENCE P.140, DATED 17

	A06
	 	SEPTEMBER 1992.

	 
	 	 	 	 
	 
	 	DEED OF LICENCE ASSIGNMENT LICENCE NO. P.140 DATED 10 DECEMBER

	A07
	 	 	1992.	 
	 
	 	 	 	 
	A08
	 	DEED OF LICENCE ASSIGNMENT LICENCE P.140, DATED 30 JULY 1993

	 
	 	 	 	 
	 
	 	ASSIGNMENT OF INTEREST AGREEMENT P.140 BETWEEN BP& PHILLIPS

	A09
	 	DATED 30 JULY 1993

	 
	 	 	 	 
	 
	 	DEED OF LICENCE ASSIGNMENT UNITED KINGDOM CONTINENTAL SHELF

	A10
	 	PETROLEUM PRODUCTION LICENCE NO. P.140, DATED 28 JUNE 1994.

	 
	 	 	 	 
	 
	 	DEED OF ASSIGNMENT OF UNITED KINGDOM PETROLEUM PRODUCTION

	A11
	 	LICENCE P.140 DATED 1 DECEMBER 2002

	 
	 	 	 	 
	A12
	 	EXECUTION DEED FOR PRODUCTION LICENCE P.140  DATED 16 MAY 2005

	 
	 	 	 	 
	B
	 	OPERATING AGREEMENTS
	 
	 	 	 	 
	B01
	 	OPERATING AGREEMENT LICENCE P.140, DATED 12 JUNE  1973

	 
	 	 	 	 
	 
	 	NOVATION AGREEMENT RELATING TO JOA (12 JUNE 1973) DATED 1

	B02
	 	JANUARY 1981.

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT AGREEMENT RELATING TO JOINT OPERATING

	 
	 	AGREEMENT FOR LICENCE NO. P.140 (12 JUNE 1973), DATED 10

	B03
	 	DECEMBER 1992.

	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT AGREEMENT RELATING TO JOINT OPERATING

	 
	 	AGREEMENT FOR LICENCE NO. P.140 (12 JUNE 1973), DATED 30 JULY

	B04
	 	 	1993.	 
	 
	 	 	 	 
	 
	 	NOVATION AND AMENDMENT AGREEMENT RELATING TO JOINT OPERATING

	 
	 	AGREEMENT FOR LICENCE NO. P.140 (12 JUNE 1973), DATED 28 JUNE

	B05
	 	 	1994.	 
	 
	 	 	 	 
	 
	 	NOVATION OF UNITED KINGDOM PETROLEUM PRODUCTION LICENCE P.140

	B06
	 	JOINT OPERATING AGREEMENT (12 JUNE 1973) DATED 1 DECEMBER 2002

	 
	 	 	 	 
	 
	 	EXECUTION DEED FOR  P.140  RE JOINT OPERATING AGREEMENT (12 JUNE

	B07
	 	1973) DATED 16 MAY 2005
	 
	 	 	 	 






Schedule 2




Allocation of Final Consideration




$M




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Plant & Machinery	 	Mineral Extraction	 	Licence	 	Total
	Ivanhoe, Rob Roy
and Hamish Fields
	 	 	9.0	 	 	 	0.0	 	 	 	6.0	 	 	 	15.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Renee Field
	 	 	6.4	 	 	 	0.0	 	 	 	1.6	 	 	 	8.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rubie Field
	 	 	17.6	 	 	 	0.0	 	 	 	1.4	 	 	 	19.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alba Field
	 	 	62.6	 	 	 	0.0	 	 	 	25.9	 	 	 	88.5	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Caledonia Field
	 	 	3.6	 	 	 	0.0	 	 	 	0.9	 	 	 	4.5	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals
	 	 	99.2	 	 	 	0.0	 	 	 	35.8	 	 	 	135.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






For the avoidance of doubt, any sums that may become payable pursuant to the Adjustment Clauses or
pursuant to a warranty claim under Clause 8 shall be added to or deducted from the balance
attributable to the Interests under (iii) above.



15




Schedule 3




Working Capital




Part A




	1.	 	Pursuant to Clause 3.6 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, trade account receivables, prepayments and
sundry receivables, VAT Receivable, Other Assets, Inventory (net of Inventory Provisions) and
Underlifts (the “Positive Balance”) for each Interest; and






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






	1.3	 	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 Economic Date;




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




“Other Assets” means other assets due to the Joint Account but unpaid at the Economic
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 Economic
Date and as set out in the Joint Venture Billings;




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




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




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




“Overlift/Underlift” means, in relation to the interest of a 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 Economic 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 Economic Date attributable to that interest. The Overlift/Underlift position of each
Field at the Economic 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, trade accounts
receivables, prepayments and sundry receivables, the figures shall be derived from the
statements provided by the 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 Economic Date. Where no sales have
occurred in the prior month then the actual sales in the months subsequent to the Economic
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 relevant 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 Economic 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.



16



Exhibit




Form of Working Capital Statement




	 	 	 	 	 	 	 
	Interest	 	100% Joint Venture	 	Interest %	 	Interest Share
	As per Joint Venture Billings (where relevant)
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Cash

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	VAT Receivable/Payable

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	Trade account receivables
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Prepayments and sundry receivables
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Other Assets

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	Inventory

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	Inventory Provisions

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	Accruals

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	Other Liabilities

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	As per terminal accounts
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	TOTAL WORKING CAPITAL

	 	

	 	

	 	

	 

	 	

	 	

	 	







Schedule 4




Interim and Final Completion Statement Formats




Statement of Final Consideration and Adjustments




	 	 	 	 	 	 	 
	Description	 	Clause/	 	Amount	 	Amount
	 	 	Schedule	 	[£/$] [£/$]
	Consideration

	 	Clause 3.4
	 	 	 	X
	 
	 	 	 	 	 	 
	Interest thereon

	 	Clause 3.16
	 	+
	 	

	 
	 	 	 	 	 	 
	Adjustments*

	 
	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 
	Working Capital Adjustment

	 	Clause 3.6,

Schedule 3
	 	+/-



	 	



	 
	 	 	 	 	 	 
	Interest thereon

	 	Clause 3.16
	 	+/-
	 	+/-
	 
	 	 	 	 	 	 
	Cash Calls Adjustment

	 	Clause 3.7
	 	+
	 	

	 
	 	 	 	 	 	 
	Interest thereon

	 	Clause 3.16
	 	+
	 	+
	 
	 	 	 	 	 	 
	NPR Adjustment

	 	Clause 3.8
	 	—
	 	

	 
	 	 	 	 	 	 
	Interest thereon

	 	Clause 3.16
	 	-
	 	—
	 
	 	 	 	 	 	 
	Petroleum Sales Adjustment

	 	Clause 3.9
	 	—
	 	

	 
	 	 	 	 	 	 
	Interest thereon

	 	Clause 3.16
	 	-
	 	—
	 
	 	 	 	 	 	 
	Interim Period Adjustment

	 	Clause 3.10
	 	+
	 	

	 
	 	 	 	 	 	 
	Interest thereon

	 	Clause 3.16
	 	+
	 	+
	 
	 	 	 	 	 	 
	
 
	 	Clause 3.11
	 	

	 	

	 
	 	 	 	 	 	 
	Total

	 	

	 	

	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	* A separate set of

adjustments will be

prepared for each part of

the Interests.

	 	







	 	







	 	













Schedule 5




Seller’s Warranties





	1.	 	The Seller is a licensee of the Licences and is (and unless otherwise agreed by the
Endeavour Energy UK Limited will at Completion be) the sole beneficial owner of the Interests.






	2.	 	Following fulfilment of the Conditions Precedent, the Seller will have the right to transfer
and assign full legal and beneficial ownership of the Interests to the Purchaser.






	3.	 	Subject to the provisions of the Interests Documents, no Encumbrances are (or will at
Completion be) in existence and in force over the Interests nor, subject as aforesaid, is
there in effect any agreement or commitment to create the same.






	4.	 	So far as the Seller is aware, the Seller has not committed any material breach of the
Licences or any of the other Interests Documents nor received notice that any of the parties
to any of the above-mentioned documents, which breach, at the date of making this statement,
is of a material nature and is subsisting.






	5.	 	The Licences and Interests Documents and all rights and interests of the Seller thereunder or
deriving therefrom are in full force and effect. No notice has been given to the Seller or,
so far as the Seller is aware, to any other licensee of the Licences or any of them, by the
Secretary, of any intention to revoke the Licences or any of them. The Seller has not
knowingly by act or omission done anything which would cause the Licences or any of them to be
revoked.






	6.	 	As far as the Seller is aware no Licence is in the course of being surrendered in whole or in
part.






	7.	 	As far as the Seller is aware none of the current licensees of the Licences or the current
parties to any JOA has given any notice of withdrawal from the Licence or JOA.






	8.	 	The Seller is not a party to any material 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 the Seller is not aware that
any 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 known to the Seller 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 Licences or the parties to the
Interests Documents is a party to any litigation, arbitration or administrative proceedings or
any claim or dispute or judgment in relation to, and which is likely to prejudice or
detrimentally affect in any material manner, the Interests.






	9.	 	The Interests Documents are the only material agreements to which the Seller is party
relating to the Interests.






	10.	 	The Seller is duly incorporated with limited liability and validly existing under the laws of
England and Wales.






	11.	 	All necessary corporate action has been taken on the part of the Seller to authorise, execute
and deliver this Agreement and perform the transactions contemplated by this Agreement.






	12.	 	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
materially contravene or constitute a material default under any provision contained in any
relevant law, judgment, order, licence, permit or consent by which the Seller or any of its
Affiliates or their respective assets is bound or affected.






	13.	 	The Seller has not received written notification from a government entity of any
Environmental Liability for which the Purchaser would be liable pursuant to Clause 7 of this
Agreement.





Schedule 6




Purchaser’s Warranties





	1.	 	The Purchaser is duly incorporated with limited liability and validly existing under the
laws of England and Wales.






	2.	 	All necessary corporate action has been taken on the part of the Purchaser to authorise,
execute and deliver this Agreement and perform the transactions contemplated by this
Agreement.






	3.	 	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.






	4.	 	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
materially contravene or constitute a material default under any provision contained in any
relevant law, judgment, order, licence, permit or consent by which the Purchaser or any of its
Affiliates or their respective assets is bound or affected.






	5.	 	No litigation, arbitration, administrative proceeding, dispute or judgment against the
Purchaser or to which the Purchaser is a party which might by itself or together with any such
other proceedings have a material adverse effect on its 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 any of its assets.






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