Unassociated Document


    AMENDMENT
N° 1

     

    TO
THE HYDROCARBONS PRODUCTION SHARING CONTRACT

     

    BETWEEN
THE REPUBLIC OF GUINEA AND SCS CORPORATION

     

    


     

    Between
the Republic of Guinea, represented by Mr. Mahmoud THIAM, Minister of Mines and
Geology, situated in Kaloum, Conakry, Republic of Guinea, hereinafter referred
to as

    
      	
              “the
      Government”,

            	
              of
      the one part,

            


    

     

    And

     

    SCS
Corporation, a wholly owned subsidiary of Hyperdynamics, a Delaware corporation,
United States of America, whose head office is located at 12015 Wickchester
Lane, Suite 475, Houston 77079, USA, represented by Mr. Ray Leonard, President
and chief executive officer of Hyperdynamics/SCS Corporation; SCS Corporation
being hereinafter referred  to

    
      	
              as
      “the Contractor”,

            	
              of
      the other part.

            


    

    


     

    WITNESSETH

     

     

    Whereas
on 22 September 2006, a hydrocarbons production sharing contract (PSC) was
signed between the Republic of Guinea and SCS Corporation;

     

    Whereas
differences of opinion came to light during the approval and implementation
procedure of the said contract;

     

    Whereas
the Government and SCS Corporation decided to put an end to the said differences
by identifying all issues of contention with the aim of resolving them as soon
as practicable;

     

    Whereas,
accordingly, the Government and SCS Corporation wished to give priority to the
start-up of the work;

     

    Whereas,
with this objective in mind, a Memorandum of Understanding (MoU) was signed on
11 September 2009 between the Government of the Republic of Guinea and SCS
Corporation;

     

    Whereas
SCS Corporation and the Republic of Guinea fully complied with the terms of the
MoU;

     

    Whereas,
on 22 January 2010, SCS Corporation assigned a 23% participating interest in the
PSC to Dana Petroleum (E&P) Limited;

     

    Whereas
the Parties have agreed to incorporate the following within the
PSC;

     

    
      
         


      

      
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    Whereas,
with the exception of what is mentioned below, all the conditions and provisions
of the Production Sharing Contract (PSC) remain unchanged and remain in
effect.

     

    The
Parties have negotiated and entered into this Amendment.

    


     

    Article
1: Definitions

     

    1.7.1
“Petroleum Costs” means the sole reasonable, necessary expenses, directly
associated with the carrying out of the petroleum operations, that is to say
exploration, development, exploitation, abandonment and dismantlement of wells
and facilities, actually paid and approved by the Government from the signature
of the contract on 22 September 2006. Expenses incurred prior to the date of 22
September 2006 should not be recoverable] with the exclusion of the royalty.
Petroleum costs and any limitations on recoverability are specified under the
accounting procedure.

     

    1.22
“Contract Area” means the area shown on the attached map in annexe A. Prior to
relinquishment, its surface area was approximately eighty thousand square
kilometres (80 000 km2).

     

    The
surface area of the portion retained following the relinquishment is
approximately twenty four thousand square kilometres (24 000 km2) and the
reference points of its boundaries are indicated on the said map. The Contract
Area” shall be considered one single area for all purposes under the Production
Sharing Contract (PSC) and this amendment in spite of what was designated as
comprising six (6) entire blocks and one (1) partial block for certain
administrative purposes.

     

    The
Hydrocarbons Production Sharing Contract (PSC) and this Amendment shall be
implemented in integral respect of the Guinean Petroleum Code of 1986, presently
in force.

    


     

    Article
3: Duration of the Contract

     

    Article
3.2 shall be deleted in its entirety and replaced by the following:

     

    3.2 The
exploration period consists of a First Exploration Period and its renewal in a
Second exploration Period. The First Exploration Period shall be deemed to last
four (4) contract years and shall expire on 21 September 2010.

     

    The
Second Exploration Period shall last three (3) years, renewable once for the
same duration. It is specified that no renewal or extension shall be granted to
the Contractor unless the latter fulfils its work and expenditure obligations
for the preceding period.

     

    Article
3.7 shall be deleted in its entirety and replaced by the following:

     

    3.7 In
order to enable the Contractor to continue and complete any drilling work
already started, the Minister will grant an extension of the Second Exploration
Period renewable for a period of maximum One (1) year provided the Contractor
has applied for such extension at least two (2) months prior to the expiry of
the second exploration Period.

     

    
      
         


      

      
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    In the
case of a Petroleum Discovery during the second exploration Period renewable and
if the time left is insufficient to enable the Contractor to carry out the
appraisal works of the said discovery, the Minister will grant an extension of
the said period for up to two (2) years, provided the Contractor has applied for
such extension at least two (2) months prior to expiry of the Second Exploration
Period. During such extension, the Contractor shall not undertake any operations
other than those directly associated with the appraisal of the said
discovery.

     

    Article
3.8 shall be deleted in its entirety.

     

    The final
sentence of Article 3.9 shall be modified in order to provide for only one
extension of ten (10) years of any Exploitation Period.

     

    The
French version of Article 3.10 of the PSC shall be conformed to the English
version by inserting, before the last clause, the phrase “when there is more
than one Commercial Discovery”.

    


     

    Article
4: Exploration work and expenditure obligations

     

    The
following shall be added at the end of existing Article 4.1 (b) (iv): “the first
well having to be spud at the latest on 31 December 2011 and the second having
to be spud at the latest at the end of the renewal of the Second Exploration
Period.”

     

    4.1 The
exploration work and expenditure obligations are set out below for the second
exploration period.

     

    The
Contractor shall, as a minimum, realise the following work and expenditure
obligations:

     

    (a)
During the first sub-period of three (3) years of the Second Exploration Period,
the Contractor shall:

     

    (i)
acquire a minimum of two thousand (2 000) square kilometres of new 3D seismic in
the contract area for a minimum amount estimated at twelve million American
dollars (12 000 000 USD), and

     

    (ii)
drill a minimum of one (1) exploration well in the contract area, to a minimum
depth (subject to Article 4.3 of the Contract) of two thousand five hundred (2
500) meters below the seabed for a minimum expenditure amount estimated at
fifteen million American dollars (15 000 000 USD).

     

    (b)
During the second sub-period of three (3) years of the Second exploration
Period, the Contractor shall drill a minimum of one (1) exploration well in the
contract area to a minimum depth (subject to Article 4.3 of the Contract) of two
thousand five hundred (2 500) meters below the seabed, for a minimum amount
estimated at fifteen million American dollars (15 000 000 USD).

     

    4.2 If
the Contractor does not fulfil the work program set out in Article 4.1, whatever
the period in question, it shall pay to the Government the difference between
the amounts actually spent on work realised in fulfilment of the obligations of
the work programme, if applicable, whatever the period, and the amount in
dollars estimated article 4.1 for the whole of the work program provided for the
relevant period.

     

    
      
         


      

      
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    Article
5: Area relinquishments

     

    Article
5.1 shall be deleted in its entirety and replaced by the following:

     

    5.1 On 31
December 2009, the Contractor relinquished seventy percent (70%) of the initial
contract area covering approximately eighty thousand square kilometres (80 000
km2) of the Guinean offshore, such relinquishment being deemed an early
relinquishment only required at the end of the First Exploration Period prior to
entering the second exploration period.  At the time of the renewal of
the Second Exploration Period, the Contractor shall relinquish twenty-five
percent (25%) of the then existing Contract Area and not of the Exploitation
Area.

     

    5.2 The
area of the contract area retained by the Contractor covering the thirty percent
(30%) of the eighty thousand square kilometres (80 000 km2) of the Guinean
offshore is approximately twenty four thousand square kilometres (24 000
km2).

     

    The area
relinquishments of seventy percent (70%) of 31 December 2009 and of twenty five
percent (25%) of the retained area upon the second renewal to occur on 21
September 2013 comply with the requirements of the Contract.

     

    5.3 The
Government shall seek the most advantageous methods and partners for development
of the relinquished seventy percent (70%). The Contractor shall have the
opportunity and the possibility to compete for the area so
relinquished.

    


     

    Article
6: Appraisal of a Discovery

     

    The first
sentence of Article 6.2 shall be amended by deleting the phrase “if the
Contractor decides to appraise the above-mentioned discovery” and inserting in
its place the phrase “if the discovery is of a nature that implies the presence
of commercially exploitable resources”.

    


     

    Article
7: Development and Production

     

    The first
sentence of the third paragraph of Article 7.3 shall be amended by deleting the
phrase “its notice given” and inserting in its place the following phrase “the
issuance of an Arrêté by the Minister”.

     

    The
second sentence of Article 7.8 shall be deleted in its entirety and replaced by
the following:

     

    Within
six (6) months following the notification to the Contractor by the Minister, the
Contractor shall inform the Minister of the plan of unitisation relating to the
commercial discovery, which plan of unitisation shall be prepared together with
the contractor of the adjacent contract area based on the principles and
standards recognised internationally in the petroleum industry. In the event the
Contractor and the contractor of the adjacent contract area fail to submit a
plan of unitisation within the said timeframe, the Contractor and the contractor
of the adjacent contract area shall refer any dispute relating to the said plan
of unitisation to arbitration in accordance with the arbitration provisions of
Article 27, or to any other method agreed between the contractors. In such case,
Contractor’s obligation under this article 7.8 shall be suspended pending
conclusion of the said arbitration. In the concern to harmonise, it is desirable
to include a similar provision in any agreement relating to a subsequent
contract area with a different contractor.

     

    
      
         


      

      
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    Article
8: Natural Gas

     

    The
following phrase shall be added at the end of the first sentence of Article 8.2:
“up to two (2) years.”

     

    The
following sentence shall be added to Article 8.2:

     

    “The
Government and the Contractor shall work together with a view to specifying the
appropriate technical and financial conditions which could enable the profitable
development of any non associated Natural Gas discovery.”

     

     

    Article
9: Annual Work Programs and Petroleum Operations

     

    The
second sentence of Article 9.2 shall be amended by changing the number of
representatives for each of the parties from “two (2)” to “three (3)”. It is to
be noted that the third paragraph of Article 9.2 shall be reworded as follows:
“The said committee shall be chaired by a representative of the
Minister”.

     

     

    Article
10: Preference to local personnel and subcontractors

     

    10.3 This
paragraph shall be amended as follows: “With the objective of promoting
employment of Guinean personnel, at the end of each year, the Contractor shall
establish for the following year a training program for Guinean managers and
technicians, together with the corresponding budget, and this during the
exploration period as well as during the exploitation period. This budget is set
at 200 000 American dollars per year.” This budget shall be managed by the
Management Committee of the Petroleum Operations.

     

     

    Article
11: Contractor’s obligations in the conduct of petroleum operations

     

    11.3 The
following shall be added to the first paragraph of 11.3: “For this purpose, the
Contractor shall carry out an environmental impact study together with an
environmental management plan.”

     

    The
French version of Article 11.5 of the Production Sharing contract (PSC) shall be
conformed to the English version and this by adding that, “where the Contractor
consists of several enterprises, the obligations and liabilities of those
enterprises shall be joint and several.”


    
      
         


      

      
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    Article
13: Recovery of Petroleum Costs and Production Sharing

     

    The
following shall be added at the end of Article 13.1: “royalty which shall not be
recoverable as Petroleum Costs.”  The French version of Article 13.1
shall be conformed to the English version so that the royalty shall be based on
the valuation of petroleum products produced and sold, and not on an estimate or
any other similar method not based on the actual proceeds from the sale of those
products.

     

    13.3
Petroleum costs shall be recoverable in accordance with the accounting procedure
attached hereto as annexe B. It is to be noted that any procurement of services
or goods abroad, the amount of which is higher or equal to One million Five
Hundred Thousand (1 500 000) American dollars shall be the subject of an
international tender. In order to avoid the transfer of prices, the principle of
“Arms Length Transaction” shall be applied to any subsidiaries or affiliates or
subcontractors of the Contractor.

     

    To this
effect, paragraphs a, b and c shall remain unchanged.

     

    The
existing final sentence in Article 13.4 shall be amended by replacing the phrase
“in the Contract Area” with the phrase “in each exploitation Area”.

     

    13.4 The
table of the contract setting the levels of the profit oil sharing shall be
amended as follows:

     

    
      	
              Levels
      of daily production

            	
              Government
      share

            	
              Contractor
      share

            
	
              (barrels/day)

            	 
      	 
      
	
               

            
	
              0 –
      2 000

            	
              25%

            	
              75%

            
	
              2
      001 – 5 000

            	
              30%

            	
              70%

            
	
              5
      001 – 100 000

            	
              41%

            	
              59%

            
	
              Above
      100 000

            	
              60%

            	
              40%

            


    

     

    The
following sentence shall be added to Article 13.4:

     

    Upon
request from the Government’s pursuant to Article 15.1, the above mentioned
Government Share shall be subject to the right of the Contractor to recover any
expenditure incurred and agreed on behalf of the Government pursuant to Article
13.5.

    


     

    Article
15: Participation

     

    The
following Article 15.5 shall be added to Article 15:

     

    15.5 Upon
request emanating from the Government in writing, the Government share relating
to expenditures associated with its participation acquired pursuant to this
Article 15 shall be financed on behalf and for the account of the Government by
the Contractor, it being understood that the Contractor shall recover any
payment so made on behalf and for the account of the Government from the sixty
two point five percent (62.5%) of the Government share in the profit oil and in
the cost oil.


    
      
         


      

      
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    Article
16: Fiscal regime

     

    16.3
Article 16.3 of the Contract shall be deleted and replaced by: “Contractor’s
expatriates and those of its direct subcontractors shall be subject to personal
income tax through withholding at the rate of 10% on the whole of the salaries
paid in Guinea or abroad.”

     

    16.5
During the exploration period the Contractor shall pay to the Guinean Government
a surface tax to support petroleum exploration, promotion and exploitation, the
rate of which is fixed at two (2) American dollars per square kilometre (km2)
and per year. The amount of the payment for each of the years 2007, 2008 and
2009 shall be equal to sixty thousand American Dollars (60,000 USD), amounting
to a total of one hundred eighty thousand American dollars US (180,000 USD).
This amount shall be managed by the Management Committee of the Petroleum
Operations.

     

     

    Article
19: Information and Reports

     

    Petroleum data:

     

    The first
paragraph shall be replaced by “the State shall be the owner of any geological,
geophysical and geochemical information and data obtained by the contractor in
the scope of the petroleum operations and in particular ... (a), (b), (c).
However, the Contractor shall be authorised to keep a copy of the data for their
exclusive use.” The State agrees to keep confidential all the data relating to
the area retained by the Contractor for the duration of its
contract.

     

    Movable and immovable
property:

     

    The State
shall be the owner of all movable and immovable property acquired, not leased,
by the Contractor for the purposes of the petroleum operations and financed
indirectly by the State in the framework of the petroleum costs recovery. The
Contractor shall be authorised to use such assets exclusively, entirely and
free of charge in the scope of the petroleum activities.

    


     

    Article
20: Accounting and payments

     

    20.1 The
Contractor shall keep its accounts in accordance with applicable regulations and
with the provisions of the accounting procedure provided in annexe B attached
hereto, which forms an integral part of this Amendment.

     

    20.5 In
article 20.5, instead of two (2) years: write four (4) years.


    
      
         


      

      
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    Article
24: Surrender and Termination

     

    The
heading shall be amended as follows: Instead of “Selling back and Termination”
Write: “Surrender and Termination”.

    


     

    Article
28: Notices

     

    The
heading shall be amended as follows: Instead of “prior notice” Write:
“Notice”.

    


     

    Article
29: Miscellaneous provisions

     

    29.2
Annexes A and B attached hereto shall form an integral part of this
Amendment.

     

    29.5 In
case of any conflict due to the translation, the French version of the PSC and
of this Amendment No. 1 shall be controlling over the English
version.

    


     

    Article
30: Compliance with International Standards

     

    If
however the Government noticed any material discrepancies between the provisions
of this amendment and the international standards and/or the petroleum code of
the Republic of Guinea, the parties undertake to renegotiate the relevant
articles.

    


     

    Article
31: Effective Date

     

    This
amendment shall be effective from the date of the approval of the hydrocarbons
Production Sharing Contract by Decree of the President of the Republic. Multiple originals and fax
signatures.

     

    This
amendment may be executed in two or more identical copies, together being
considered as one single amendment, and the signature shall be deemed effective
when the said copies shall be signed and addressed to the other parties. A fax
signature shall be deemed a signature in due form and shall be enforceable for
the signatory of this document with equal enforceability as if the signature was
an original signature and not a fax signature.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Parties have signed this Amendment on the date indicated
below.

     

    


     

    
      	
              For
      the Republic of Guinea:

            	 	
              For
      the Contractor:

            
	 
      	 	 
      
	 
      	 	 
      
	
              /s/ Mahmoud Thiam

            	 	
              /s/ Ray Leonard

            
	
              His
      Excellency Mr. Mahmoud Thiam

            	 	
              Mr.
      Ray Leonard, Chief Executive Officer

            
	
              Minister
      of Mines and Geology

            	 	
              Hyperdynamics
      / SCS Corporation

            
	 
      	 	 
      
	
              Date:
      25/03/10

            	 	
              Date:
      25/03/10

            


    

    


     

    /s/ Kerfala
Yansané                                      


    Reviewed
and approved by

    His
Excellency, Mr. Kerfala Yansané

    Minister
of Economy and Finance

     

    Date:
(26)/03/2010


    
      
         


      

      
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    ANNEXE
A

    


     

    Attached
and forming an integral part of this Contract between the Government of the
Republic of Guinea and the Contractor.

     

    


     

    CONTRACT
AREA

    


     

    The
retained Contract Area, shown on the attached map, represents together a total
surface area of twenty four thousand (24 000) square kilometres. The reference
points indicated on the said map are defined below, referring to the Greenwich
Meridian.