KMGB sale agreement


    
       

    

    
      
        

      


      Exhibit
        10.7

       

      Dated
        7 August 2005

       

       

       

       

      


       

      KM
        DENMARK OVERSEAS APS

       

      ALNERY
        NO. 2524 LIMITED

       

      KERR-MCGEE
        CORPORATION

       

      A.P.
        MOLLER - MAERSK A/S

       

       

       

       

       

      
        
          
            

          

        


        AGREEMENT
          FOR THE SALE AND PURCHASE 

        OF
          THE SHARES IN 

        KERR-MCGEE
          (G.B.) LIMITED AND

        KERR-MCGEE
          NORWAY AS

      

       

      
        
          

        

      

      
         

         

         

         

         

         

        

         

        
          
          

          
            

          

        

        
          
          

          
          

        

      

      CONTENTS

       

      


       

      
        
          	
                  CLAUSE

                   

                	 	
                  PAGE

                   

                
	
                  1.

                   

                	
                  DEFINITIONS
                    AND INTERPRETATION.........................................

                   

                	
                  1

                   

                
	
                  2.

                   

                	
                  SALE
                    AND PURCHASE..............................................................

                   

                	
                  13

                   

                
	
                  3.

                   

                	
                  PRICE....................................................................................

                   

                	
                  14

                   

                
	
                  4.

                   

                	
                  COMPLETION
                    CONDITIONS......................................................

                   

                	
                  14

                   

                
	
                  5.

                   

                	
                  PRE-COMPLETION
                    UNDERTAKINGS...........................................

                   

                	
                  18

                   

                
	
                  6.

                   

                	
                  COMPLETION.........................................................................

                   

                	
                  19

                   

                
	
                  7.

                   

                	
                  KERR-MCGEE
                    WARRANTIES AND LIMITATIONS.........................

                   

                	
                  19

                   

                
	
                  8.

                   

                	
                  THE
                    BUYER’S WARRANTIES.....................................................

                   

                	
                  22

                   

                
	
                  9.

                   

                	
                  COMPLETION
                    ADJUSTMENTS...................................................

                   

                	
                  23

                   

                
	
                  10.

                   

                	
                  INFORMATION,
                    RECORDS AND ASSISTANCE POST COMPLETION

                   

                	
                  28

                   

                
	
                  11.

                   

                	
                  ENVIRONMENT
                    AND DECOMMISSIONING..................................

                   

                	
                  30

                   

                
	
                  12.

                   

                	
                  SALE
                    OF ASSETS AND INDEMNITY............................................

                   

                	
                  33

                   

                
	
                  13.

                   

                	
                  CONDUCT
                    OF CLAIMS.............................................................

                   

                	
                  34

                   

                
	
                  14.

                   

                	
                  NO
                    RIGHTS OF RESCISSION OR TERMINATION............................

                   

                	
                  35

                   

                
	
                  15.

                   

                	
                  PAYMENT
                    OF INTER-COMPANY PAYABLES AND RECEIVABLES...

                   

                	
                  36

                   

                
	
                  16.

                   

                	
                  GUARANTEES
                    AND OTHER THIRD PARTY ASSURANCES..............

                   

                	
                  36

                   

                
	
                  17.

                   

                	
                  TAX.......................................................................................

                   

                	
                  37

                   

                
	
                  18.

                   

                	
                  INSURANCE...........................................................................

                   

                	
                  37

                   

                
	
                  19.

                   

                	
                  CHANGES
                    OF NAME................................................................

                   

                	
                  38

                   

                
	
                  20.

                   

                	
                  GUARANTEES........................................................................

                   

                	
                  39

                   

                
	
                  21.

                   

                	
                  PAYMENTS............................................................................

                   

                	
                  43

                   

                
	
                  22.

                   

                	
                  ANNOUNCEMENTS.................................................................

                   

                	
                  43

                   

                
	
                  23.

                   

                	
                  CONFIDENTIALITY..................................................................

                   

                	
                  44

                   

                
	
                  24.

                   

                	
                  FURTHER
                    ASSURANCE............................................................

                   

                	
                  45

                   

                
	
                  25.

                   

                	
                  COSTS...................................................................................

                   

                	
                  46

                   

                
	
                  26.

                   

                	
                  NOTICES.................................................................................

                   

                	
                  46

                   

                
	
                  27.

                   

                	
                  CONFLICT
                    WITH OTHER AGREEMENTS......................................

                   

                	
                  48

                   

                
	
                  28.

                   

                	
                  ENTIRE
                    AGREEEMNT...............................................................

                   

                	
                  48

                   

                
	
                  29.

                   

                	
                  WAIVERS,
                    RIGHTS AND REMEDIES............................................

                   

                	
                  49

                   

                
	
                  30.

                   

                	
                  CONTRACTS
                    (RIGHTS OF THIRD PARTIES) ACT 1999.....................

                   

                	
                  49

                   

                
	
                  31.

                   

                	
                  GENERAL...............................................................................

                   

                	
                  49

                   

                
	
                  32.

                   

                	
                  GOVERNING
                    LAW, JURISDICTION AND SERVICE OF PROCESS.......

                   

                	
                  50

                   

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  SCHEDULE
                    1 DETAILS OF KM NORWAY, KM GB AND THE SUBSIDIARIES

                	
                  52

                


        

      

      


      
        	 	
                PART
                  A DETAILS OF KM NORWAY AND KM GB I..........................

              	
                52

              
	 	
                II............................................................................................

              	
                53

              
	 	
                PART
                  B - DETAILS OF THE SUBSIDIARIES OF KM GB....................

              	
                54

              


      

      


      
        	
                SCHEDULE
                  2 KERR-MCGEE WARRANTIES..................................................

              	
                60

              


      

      


      
        	 	
                PART
                  A GENERAL/COMMERCIAL...............................................

              	
                60

              
	 	
                PART
                  B IP/IT............................................................................

              	
                67

              
	 	
                PART
                  C REAL ESTATE...............................................................

              	
                68

              
	 	
                PART
                  D TAXATION..................................................................

              	
                69

              
	 	
                PART
                  E ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS..

              	
                71

              
	 	
                PART
                  F VESSELS......................................................................

              	
                72

              
	 	
                PART
                  G EMPLOYMENT.............................................................

              	
                73

              
	 	
                PART
                  H RETIREMENT BENEFITS................................................

              	
                75

              


      

      


      
        	
                SCHEDULE
                  3 THE BUYER WARRANTIES....................................................

                 

              	
                79

                 

              
	
                SCHEDULE
                  4 LIMITATIONS ON LIABILITY.................................................

                 

              	
                81

                 

              
	
                SCHEDULE
                  5 CONDUCT OF THE TARGET COMPANIES PRE-COMPLETION......

                 

              	
                86

                 

              
	
                SCHEDULE
                  6 COMPLETION ADJUSTMENTS................................................

              	
                91

              


      

      


      
        	 	
                PART
                  A...................................................................................

              	
                91

              
	 	
                PART
                  B...................................................................................

              	
                91

              
	 	
                PART
                  C SPECIFIC ACCOUNTING TREATMENTS............................

              	
                92

              
	 	
                PART
                  D...................................................................................

              	
                93

              


      

      


      
        	
                SCHEDULE
                  7 COMPLETION ARRANGEMENTS.............................................

                 

              	
                98

                 

              
	
                SCHEDULE
                  8 TAX COVENANT..................................................................

                 

              	
                100

                 

              
	
                SCHEDULE
                  9..........................................................................................

              	
                117

              


      

      


      
        	 	
                PART
                  A - OPERATING AGREEMENTS..........................................

              	
                117

              
	 	
                PART
                  B - UNITISATION AND UNIT OPERATING AGREEMENTS.......

              	
                120

              


      

      


      
        	
                SCHEDULE
                  10 LICENCES..........................................................................

                 

              	
                121

                 

              
	
                SCHEDULE
                  11 PROPERTIES......................................................................

                 

              	
                126

                 

              
	
                SCHEDULE
                  12 RESTRUCTURING STEPS SCHEDULE.....................................

                 

              	
                127

                 

              
	
                SCHEDULE
                  13 THIRD PARTY ASSURANCES...............................................

              	
                129

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    THIS
      AGREEMENT is
      made this 7th
      day of August 2005

     

    Between:

     

    
      	(1)  	
              KM
                DENMARK OVERSEAS ApS, a
                private company limited by shares incorporated in Denmark and having
                its
                registered office at Holdbergsgade 14, 2., DK-1057
                Copenhagen K,
                Denmark (Kerr-McGee);

            


    

     

    
      	(2)  	
              ALNERY
                NO. 2524 LIMITED,
                a company incorporated in England and having its registered office
                at 9 Cheapside, London EC2V 6AD (the Buyer);
                

            


    

     

    
      	(3)  	
              KERR-MCGEE
                CORPORATION,
                a Delaware corporation having its office at 123 Robert S.
                Kerr
                Avenue, Oklahoma City, Oklahoma 73102, United States of America (the
                Kerr-McGee
                Guarantor);
                and 

            


    

     

    
      	(4)  	
              A.P.
                MOLLER - MAERSK A/S, a
                company incorporated in Denmark and having its registered office
                at 50
                Esplanaden, DK - 1098 Copenhagen K, Denmark (the Buyer
                Guarantor).

            


    

     

    Whereas:

     

    (A)  Kerr-McGee
      (G.B.) Limited (KM
      GB)
      is a private company incorporated in England and Wales, Kerr-McGee Norway AS
      (KM
      Norway)
      is a private company incorporated in Norway.

     

    (B)  Kerr-McGee
      wishes to sell and the Buyer wishes to purchase all of the issued share capital
      of each of KM Norway and KM GB. 

     

    (C)  Kerr-McGee
      Guarantor is the ultimate holding company of Kerr-McGee and is willing to
      guarantee the obligations of Kerr-McGee under this Agreement. The Buyer
      Guarantor is the ultimate holding company of the Buyer and is willing to
      guarantee the obligations of the Buyer under this Agreement.

     

    (D)  The
      parties acknowledge that, in relation to Completion, this Agreement is
      suspensive by reason of conditions precedent to Completion set out in this
      Agreement.

     

    NOW
      THEREFORE IT IS HEREBY AGREED as
      follows:

     

    1.  Definitions
      and Interpretation

     

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

     

      2004
      Accounts
      means in relation to each of the Target Companies which is incorporated in
      the
      United Kingdom:

     

    
      	(a)  	
              the
                audited balance sheet of that company as at 31 December 2004;
                and

            


    

     

    
      	(b)  	
              the
                audited profit and loss account of that company as at 31 December
                2004;

            


    

     

    in
      the Agreed Form together with any notes, reports, statements or documents
      included in or annexed or attached to them;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

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

     

    Adjustment
      has
      the meaning given in clause 9.1;

     

    Adjustment
      Clauses has
      the meaning given in clause 9.1;

     

    Affected
      Party has
      the meaning given in Schedule 7
      (Completion Arrangements);

     

    Affiliate
      means:

     

    
      	(a)  	
              if
                the Party is a subsidiary undertaking of another company, the Party’s
                ultimate holding company and any subsidiary undertaking (other than
                the
                Party itself) of the Party’s ultimate holding company;
                or

            


    

     

    
      	(b)  	
              if
                the Party is not a subsidiary undertaking of another company, any
                subsidiary undertaking of the
                Party.

            


    

     

    For
      the purpose of this definition, holding company and subsidiary undertaking
      shall
      have the meanings given to those expressions in Sections 736 and 258 of the
      Companies Act 1985, as amended by Section 144 of the Companies Act
      1989;

     

    Agreement
      means this agreement including its Schedules;

     

    Agreed
      Form
      means, in relation to a document, the form of that document which has been
      initialled on the date of this Agreement for the purpose of identification
      by or
      on behalf of Kerr-McGee and the Buyer (in each case with such amendments as
      may
      be agreed by or on behalf of Kerr-McGee and the Buyer);

     

    Asset
      Adjustments means
      the Working Capital Adjustment, the Billed Invoice Adjustment, the NPR
      Adjustment, the Petroleum Sales Adjustment, the Interest Adjustment and the
      Taxation Adjustment all as defined in, and determined in accordance with the
      terms of, each of the Asset Sale Agreements;

     

    Asset
      Base Consideration
      means the aggregate of the Base Consideration under, and as defined in, each
      of
      the Asset Sale Agreements;

     

    Asset
      Buyer
      means Centrica Resources Limited;

     

    Asset
      Final Completion Statements means
      the Final Completion Statements (as defined in each of the Asset Sale
      Agreements) delivered by Kerr-McGee on behalf of the Asset Sellers pursuant
      to
      clause 8.4
      of each of the Asset Sale Agreements;

     

    Asset
      Losses means
      any liability, Losses and Expenses of each of the Asset Sellers:

     

    
      	(a)  	
              subject
                to (c) below, under or arising out of the relevant Asset Sale Agreements
                or any breach thereof including without
                limitation:

            


    

     

    
      	(i)  	
              the
                Kerr McGee Warranties (as defined in each of the Asset Sale
                Agreements);

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	(ii)  	
              the
                obligations of the Asset Sellers under clauses 12.2 and/or 12.4(b)
                of each
                of the Asset Sale Agreements; or

            


    

     

    
      	(iii)  	
              the
                performance of the Asset Sellers’ obligations under the relevant Asset
                Sale Agreements, 

            


    

     

    in
      each case whether relating to the period before, on or after Completion or
      the
      Effective Date (both as defined in each of the Asset Sale
      Agreements);

     

    
      	(b)  	
              subject
                to (c)
                below, under or arising out of any obligations relating to the period
                before the Effective Date (each as defined in each of the Asset Sale
                Agreements);

            


    

     

    
      	(c)  	
              Notwithstanding
                (a)
                and (b)
                above, Asset Losses shall not
                include:

            


    

     

    
      	(i)  	
              any
                liability, Losses and Expenses under or arising out of clause 8
                of each of the Asset Sale
                Agreements;

            


    

     

    
      	(ii)  	
              any
                Environmental Liabilities or Decommissioning Liabilities (both as
                defined
                in each of the Asset Sale Agreements) or any liabilities, Costs and
                Expenses relating thereto;

            


    

     

    
      	(iii)  	
              any
                liability, Losses and Expenses under or arising out of any post Completion
                (as defined in each of the Asset Sale Agreements) breach by either
                of the
                Asset Sellers of any of the Asset Sale
                Agreements;

            


    

     

    Asset
      Net Adjustment Amount
      means the aggregate of all the Working Capital Adjustments determined under
      each
      of the Asset Sale Agreements;

     

    Assets
      means
      the assets (including, for the avoidance of doubt, all of the issued shares
      in
      Kerr-McGee Canada Limited) to be sold pursuant to the Asset Sale
      Agreements;

     

    Asset
      Sale Adjustment has
      the meaning set out in Schedule 6;

     

    Asset
      Sale Agreements means
      the agreements between the Asset Sellers and the Asset Buyer for the sale and
      purchase of certain assets, and the Canada Share Sale Agreement, dated
      6 August, 2005 each in the Agreed Form;

     

    Asset
      Sale Transaction
      means the sale and purchase of the Assets contemplated by the Asset Sale
      Agreements and the sale and purchase of the shares contemplated by the Canada
      Share Sale Agreement; 

     

    Asset
      Sellers means
      Kerr-McGee Oil (U.K.) Limited and Kerr-McGee North Sea (U.K.)
      Limited;

     

    Base
      Consideration means
      two billion nine hundred and fifty million United States Dollars (US
      $2,950,000,000.00);

     

    Benefits
      means
      all income, receipts, assets and other amounts or benefits in connection with
      or
      arising out of the Assets or pursuant to the Asset Sale Agreements (including
      in
      respect of tax but excluding any such benefits arising under
      clause 8
      of each of the Asset Sale Agreements) to which either of the Asset Sellers
      is
      entitled pursuant to the relevant Asset Sale Agreements;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Business
      Day means
      a day, other than a Saturday or Sunday, on which banks are or, as the context
      may require, were generally open for normal business in Copenhagen, London
      and
      New York;

     

    the
      Buyer’s Account means
      a bank account to be notified by the Buyer to Kerr-McGee not later than two
      (2)
      Business Days prior to the Completion Date;

     

    Buyer
      Group means
      the Buyer and its Affiliates from time to time including after Completion the
      Target Companies; and a member
      of the Buyer Group shall
      mean any of the foregoing;

     

    Buyer
      Warranties means
      the warranties set out in Schedule 3;

     

    Buyer
      Warranty Claim means
      any claim against the Buyer for breach of the Buyer Warranties;

     

    Canada
      Share Sale Agreement
      means the agreement between Kerr-McGee and the Asset Buyer for the sale and
      purchase of the entire share capital of Kerr-McGee Canada Limited;

     

    Claim
      means
      any claim by the Buyer or its Affiliates under or for breach of this Agreement,
      including, without limitation, any Kerr-McGee Warranty Claim or a claim under
      the Tax Covenant or any indemnity;

     

    Completion
      means
      the completion of the sale and purchase of the Shares in accordance with this
      Agreement;

     

    Completion
      Date means,
      subject to clause 4.13
      and any time period of the kind referred to in clause 7.13,
      the date occurring five (5) Business Days after the Conditions Precedent
      referred to in clauses 4.1(a) to 4.1(d) have been satisfied (or, where
      applicable, waived) without a Material Adverse Change occurring, or such other
      date as shall be agreed between the Parties;

     

    Completion
      Inter-Company Payables means,
      in relation to each Target Company, any amounts, including inter-company
      advances, owed as at Completion by that Target Company to any member of
      Kerr-McGee Group on any account whatsoever including any unpaid dividends,
      and
Completion
      Inter-Company Payable shall
      be construed accordingly;

     

    Completion
      Inter-Company Receivables means,
      in relation to each Target Company, any amounts, including inter-company
      advances, owed as at Completion to that Target Company from any member of
      Kerr-McGee Group on any account whatsoever, including any outstanding
      inter-company loan notes and Completion
      Inter-Company Receivable shall
      be construed accordingly;

     

    Completion
      Venue means
      the offices of Freshfields Bruckhaus Deringer, 65 Fleet Street, London, EC4Y
      1HS
      or such other location as the Parties may agree;

     

    Conditions
      Precedent means
      the conditions specified in clause 4.1;

     

    Connected
      Persons
      means in relation to a person any of its Affiliates (including for the avoidance
      of doubt, in relation to the Buyer, after Completion the Target Companies and,
      in relation to Kerr-McGee, any of its Affiliates at the date hereof) or any
      of
      the directors, officers and employees, of that person or any of such
      Affiliates;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Contribution
      Adjustment has
      the meaning set out in Schedule 6;

     

    Costs
      means
      losses, damages, costs (including reasonable legal costs) and expenses, in
      each
      case of any nature whatsoever;

     

    Damages
      Payment has
      the meaning given in Schedule 4
      (Limitations on Liability);

     

    Data
      Protection Legislation
      means all statutes, common law, regulations, directives, decisions and the
      like
      (whether in the United Kingdom or the European Union) concerning the protection
      and/or processing of personal data;

     

    Data
      Room means
      the data room agreed for the purposes of this Agreement between Kerr-McGee
      and
      the Buyer relating to the Target Companies as made available to the Buyer and
      its advisers and referred to in the Disclosure Letter;

     

    Decommissioning
      Liabilities means
      any and all claims, costs, charges, expenses, liabilities or obligations
      reasonably incurred in relation to decommissioning, abandonment, removing or
      making safe all of the property relating to the Target Company Business
      (including platforms, pipelines, plant, machinery, wells (including well
      cuttings), facilities and all other offshore and onshore installations and
      structures), whether such claims, costs, charges, expenses, liabilities or
      obligations are incurred under or pursuant to, or in relation to any operations
      under, any of the Licensed Interest Documents or any former licences or
      operating agreements, or licensed interest documents or other agreement to
      which
      a Target Company is or was a party or under statutory obligation, common law,
      international law or international convention or other obligation including
      any
      decommissioning plans or IMO Guidelines and Standards or regulations under
      OSPAR
      Decision 98/3 or any subsequent decisions of OSPAR and including any residual
      liability for necessary or continuing maintenance and monitoring
      costs;

     

    Disclosure
      Letter means
      the letter in the Agreed Form of even date herewith to the Buyer from Kerr-McGee
      as amended pursuant to clause 7.5;

     

    Disputed
      Amounts has
      the meaning given in clause 9.4;

     

    Distribution
      Adjustment has
      the meaning set out in Schedule 6;

     

    DTI
      means
      the Department of Trade and Industry;

     

    E&D
      Claim
      means a claim brought by Kerr-McGee pursuant to or arising out of clause
11;

     

    E&D
      Liabilities means
      any Environmental Liabilities, any Decommissioning Liabilities and any Losses
      and Expenses arising out of or in connection with any Environmental Liabilities
      and Decommissioning Liabilities;

     

    Effective
      Date means
      00.01 hours (London time) on 1 July 2005;

     

    Effective
      Date Accounts means
      the balance sheet of KM Norway and the consolidated balance sheet of KM GB
      and
      the Subsidiaries both as at the Effective Date and in the Agreed
      Form;

     

    Employees
      means
      all employees employed by Kerr-McGee North Sea (U.K.) Limited immediately prior
      to Completion;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Encumbrance
      means
      any interest or equity of any person (including any right to acquire, option
      or
      right of pre-emption or conversion) or any mortgage, charge (fixed or floating),
      pledge, lien, assignment by way of security, hypothecation, security interest,
      title retention or any other security agreement or arrangement, or any agreement
      to create any of the above;

     

    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, subsoil
      and
      land under water), flora, fauna, fish and any ecological systems and living
      organisms supported by those media including man;

     

    Environmental
      Consents means
      any permit, licence, authorisation, permission, accreditation, consent,
      exemption or other approval required in relation to the Target Company Business
      under or pursuant to any Environmental Law or Operational Law;

     

    Environmental
      Law means
      all European Union law, international treaties, national, federal, provincial,
      state or local statutes or regulations, the common law, and any codes and
      conventions of law (having legal effect), from time to time, in any relevant
      jurisdiction including any guidelines, notes for industry on decommissioning
      offshore installations and pipelines made under the Petroleum Act 1998 or other
      relevant legislation and decommissioning programmes in effect from time to
      time
      concerning:

     

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

            


    

     

    
      	(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 oil platform;


            


    

     

    
      	(c)  	
              worker
                or public health and safety; or

            


    

     

    
      	(d)  	
              decommissioning,
                abandonment, removing or making safe any property (including platforms,
                pipelines, plant, machinery, wells (including well cuttings), facilities
                and all other offshore and onshore installations and
                structures),

            


    

     

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

     

    Environmental
      Liabilities
      means any and all claims, costs, charges, expenses, liabilities or obligations
      reasonably incurred in respect of the Target Company Business 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 (including well
      cuttings), facilities and all other offshore and onshore installations and
      structures) from and for reinstating or preventing or continuing contamination
      of any area of land, foreshore or seabed (including the subsoil), wherever
      situated, (in all cases in connection with the Target Company Business) whether
      such claims, costs, charges, expenses, liabilities or obligations are incurred
      under or pursuant to or in relation to any operations under former licences
      or
      any operating agreements, licensed interest documents or other agreement to
      which a Target Company is or was a party or under any Environmental Law or
      any
      other obligation and including, without limitation, any residual liability
      for
      anticipated and/or necessary continuing maintenance and monitoring
      costs;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    EU
      Allowance
      means a unit of account representing 1 metric tonne of CO2 equivalent issued
      by
      an EU member state government or agency to an installation obliged to
      participate in the EU emissions trading scheme in accordance with the provisions
      of Directive 2003/87/EC as amended;

     

    EU
      CER means
      a certified emission reduction issued pursuant to Article 12 of the Kyoto
      Protocol and represents 1 metric tonne of CO2 equivalent which is capable of
      being converted into an EU Allowance or is otherwise accepted for use in the
      EU
      emissions trading scheme in accordance with the provisions of Directive
      2003/87/EC as amended;

     

    Exchange
      Rate means
      the completion mid-point spot exchange rate for the applicable currency against
      United States Dollars as quoted in the London Financial Times published one
      (1)
      Business Day prior to the relevant date;

     

    Final
      Completion Statement means
      the final completion statement as defined in clause 9.4;

     

    Financial
      Debt means
      borrowings and indebtedness in the nature of borrowing or money raised
      (including by way of acceptance credits, discounting or similar facilities,
      debt
      factoring, loan stocks, bonds, debentures, notes, overdrafts or any other
      similar arrangements the purpose of which is to raise money) owed to any
      banking, financial, acceptance credit, lending or other institution, entity,
      person or organisation;

     

    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) or contained in any pipes, cables, containers,
      structures, plant or equipment which are capable of causing harm or damage
      to
      the Environment and/or the disposal or emission of which into the Environment
      is
      regulated, prohibited or penalised or made actionable pursuant to any
      Environmental Law;

     

    HMRC
      means Her Majesty’s Revenue & Customs;

     

    IMO
      Guidelines and Standards means
      the International Maritime Organisation Guidelines and Standards for the Removal
      of Offshore Installations and Structures on the Continental Shelf and in the
      Exclusive Economic Zone;

     

    Intellectual
      Property Rights or
      IPR means
      patents, trade marks, service marks, logos, get-up, trade names, internet domain
      names, rights in designs, copyright (including rights in computer software)
      and
      moral rights, database rights, semi-conductor topography rights, utility models,
      rights in know-how and other intellectual property rights, in each case whether
      registered or unregistered and including applications for registration, and
      all
      rights or forms of protection having equivalent or similar effect anywhere
      in
      the world;

     

    Inter-Company
      Notes Receivables means
      the aggregate amount owed to Kerr-McGee (G.B.) Limited as at the Effective
      Date
      in respect of notes issued by members of the Kerr-McGee Group, being
      $739,999,999.99;

     

    Interest
      Adjustment has
      the meaning set out in Schedule 6;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Interim
      Completion Statement has
      the meaning given in clause 9.3(b);

     

    Interim
      Net Adjustment Amount
      has the meaning given in clause 9.3(a);

     

    Internal
      IT Systems means
      the material information and communications technologies used by the Target
      Companies (including without limitation hardware, proprietary and third party
      software, networks, peripherals and associated documentation);

     

    Joint
      Property means
      all materials, equipment, plant, machinery, platforms, pipelines, rigs, subsea
      facilities, transportation facilities, wells and all other offshore and onshore
      installations and structures relating to the Licence Interests owned under
      any
      Licensed Interest Documents;

     

    Kerr-McGee’s
      Account means
      a bank account to be notified by Kerr-McGee to the Buyer no later than two
      (2)
      Business Days prior to the Completion Date;

     

    Kerr-McGee
      Group means
      Kerr-McGee and its Affiliates from time to time but excluding the Target
      Companies;

     

    Kerr-McGee
      Group Insurance Policy
      means all current and expired insurance contracts, other than occurrence based
      employers’ liability policies, as at the Effective Date and as at the Completion
      Date which as at either such date provide insurance protection for the
      Kerr-McGee Group and the Target Companies and their respective directors,
      officers and employees against loss, liability, cost or expense, and all other
      expired policies which provided coverage for the Kerr-McGee Group and the Target
      Companies under which any Target Companies have notified actual or potential
      claims which remain open;

     

    Kerr-McGee
      Parent Company Guarantee
      means the guarantee from the Kerr-McGee Guarantor to the Buyer pursuant to
      clause 20;

     

    Kerr-McGee
      Warranties means
      the warranties set out in Schedule 2
      (Kerr-McGee Warranties);

     

    Kerr-McGee
      Warranty Claim
      means any claim against Kerr-McGee for breach of the Kerr-McGee
      Warranties;

     

    KM
      Norway 2004 Accounts
      means the trial balance of KM Norway as at 31 December 2004 in the Agreed
      Form;

     

    Licences
      means
      the licences as detailed in Schedule 10
      (Licences) and, where the context so admits, any one or more of such
      licences;

     

    Licences
      In means
      any material licence of Intellectual Property Rights which has been granted
      by a
      third party to a Target Company in relation to its business or any part of
      it;

     

    Licence
      Interests means
      the undivided legal and beneficial interests in the following, as more
      particularly described in Schedule 10
      (Licences):

     

    
      	(a)  	
              the
                Licences and blocks of the Licences specified in Schedule 10;

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              each
                Operating Agreement and each Unit Agreement with such right, title
                and
                interest being the relevant percentage interest specified in Schedule 10
                as at the date of this Agreement;

            


    

     

    
      	(c)  	
              the
                other Licensed Interest Documents;

            


    

     

    
      	(d)  	
              the
                Joint Property;

            


    

     

    
      	(e)  	
              the
                Target Company Asset Data;

            


    

     

    Licensed
      Interest Documents means
      the licences, deeds, agreements, letters and offer documents to which a Target
      Company is a party specified in and relating to the interests specified in
      Schedule 10
      (Licences) (including, but not limited to, the Licences, the Operating
      Agreements and the Unit Agreements) and, where the context so admits, any one
      or
      more of such documents;

     

    Licences
      Out means
      any material licence of Intellectual Property Rights which has been granted
      by a
      Target Company to a third party;

     

    Longstop
      Date means
      four (4) months after the date of signing of this Agreement or such other date
      as set out in clause 4.4
      or clause 4.5;

     

    Losses
      and Expenses means
      reasonably incurred losses, damages, liabilities (including for the avoidance
      of
      doubt in relation to tax or amounts in respect of tax), costs and expenses
      including fines, penalties, clean-up costs, reasonable legal and other
      professional fees and any VAT payable in relation to any such matter,
      circumstances or item;

     

    Maritime
      Laws means
      all national and international laws, ordinances, rules regulations, rules of
      common law, conventions and agreements pertaining to the operation of the
      Vessels (including, without limitation, the Offshore Installations
      (Registration) Regulations 1972, the Merchant Shipping (Marine Equipment)
      Regulations 1999 and any comparable United Kingdom laws);

     

    Material
      Adverse Change means
      destruction of or damage to any platforms, pipelines, wells, facilities and
      all
      other offshore and onshore installations and structure relating to the Target
      Company Business, such that the aggregate of the reduction in the net present
      value of all cash revenues less all cash expenditures and taxation which the
      Target Companies are entitled to receive, assuming a 8 per cent. discount
      rate, no reduction or increase in the price of Petroleum after the date hereof
      and no changes in the hydrocarbon accumulations in any fields to which the
      Licences relate after the date hereof and determined on an objective basis,
      which is caused by such destruction or damage exceeds $737,500,000;


     

    Material
      Environmental Contracts
      means all contracts, agreements, binding obligations or covenants which concern
      (in whole or in part) a Hazardous Substance, the protection of, or prevention
      of
      harm to, the Environment or the carrying out of any Remedial Action and which
      are, or are likely to be, material to any member of the Kerr-McGee Group or
      any
      Target Company's business, profits, assets (including properties) or
      prospects;

     

    Net
      Adjustment Amount means
      the cash amount expressed in United States Dollars to be calculated by adding
      together all the relevant Adjustments in accordance with clause 9,
      and which, if positive, shall increase the Base Consideration and, if negative,
      shall reduce the Base Consideration;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Nominated
      Independent Accountant
      has the meaning given in clause 9;

     

    Non-Tax
      Claim
      means a Claim other than a claim for breach of any of the Tax Warranties or
      a
      claim under the Tax Covenant;

     

    NORM
      has the meaning given in clause 11;

     

    Objection
      Notice
      has the meaning given in clause 9.4;

     

    Operator
      means
      the person designated for the time being as the operator under the relevant
      Operating Agreement or Unit Agreement (as the case may be);

     

    Operating
      Agreements means
      the operating agreements as detailed in Schedule 9
      (Operating Agreements and Unit Agreements) to which a Target Company is a party,
      and where the context so admits, any one or more of such
      agreements;

     

    Operational
      Laws means
      all national and international laws, ordinances, rules, regulations, rules
      of
      common law, conventions and agreements pertaining to operation of the Vessels
      or
      protection of human health or health and safety of employees (including, without
      limitation, the Health and Safety at Work etc Act 1974, the Offshore
      Installations (Safety Case) Regulations 1992, Offshore Installations
      (Registration) Regulations 1972, the Merchant Shipping (Marine Equipment)
      Regulations 1999 and any comparable United Kingdom laws);

     

    Party
      means Kerr-McGee, the Kerr-McGee Guarantor, the Buyer or the Buyer Guarantor
      and
Parties
      means
      any of them;

     

    Petroleum
      has the meaning ascribed thereto in the Licences;

     

    Pre-Completion
      Restructuring
      means the restructuring of the Target Companies pursuant to the Restructuring
      Steps Schedule;

     

    Pounds
      Sterling
      or £
      means the lawful currency of the United Kingdom from time to time;

     

    Properties
      means
      the leasehold interests of the Target Companies brief particulars of which
      are
      set out in Schedule 11
      (Properties);

     

    Proposed
      Transaction means
      the transactions contemplated by the Transaction Documents;

     

    Records
      has
      the meaning set out in clause 10;

     

    Reference
      Interest Rate
      means the rate quoted by the Royal Bank of Scotland to prime banks in the London
      Interbank Market at or about 11.30 a.m. British Standard Time for one (1) month
      deposits in United States Dollars in the amount (or as close an amount thereto
      as is practicable) of the sum due but unpaid. In respect of any date which
      is
      not a Business Day the rate set for the immediately preceding Business Day
      shall
      apply; 

     

    relief
      has
      the meaning given in Schedule 8
      (Tax Covenant);

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Remedial
      Action
      means any works or action limiting, mitigating, remediating, preventing,
      removing, ameliorating or containing the presence or effect of any Hazardous
      Substance in or on the Environment; or any investigation, sampling or monitoring
      in connection with any such works or action under or pursuant to any
      Environmental Law or Material Environmental Contract;

     

    Restructuring
      Steps Schedule
      means the steps it is proposed to take in implementing the Pre-Completion
      Restructuring as set out in Schedule 12
      and including for the avoidance of doubt the Asset Sale Transaction but
      excluding the execution and completion of the sale and purchase pursuant to
      this
      Agreement;

     

    Schedules
      means the schedules to this Agreement;

     

    Secretary
      of State
      means the Minister as defined under the Licences or his successor in office
      or
      any other person for the time being responsible for carrying out the function
      at
      present carried out by the Minister in respect of the Licences;

     

    Shares
      means
      the shares comprising the entire issued share capital of each of KM Norway
      and
      KM GB ;

     

    Subsidiaries
      means
      the companies details of which are set out in Part B
      of Schedule 1
      and Subsidiary
      means
      any one of them;

     

    Target
      Companies
      means KM GB, KM Norway and the Subsidiaries and Target
      Company
      means any of them;

     

    Target
      Company Asset Data means
      all data, reports and other information held by the Target Companies relating
      directly to the Licence Interests and forming part of the property jointly
      owned
      by the Target Companies and the other parties to an Operating Agreement in
      accordance with its terms, but excluding all internal communications within
      Kerr-McGee and between Kerr-McGee and its Affiliates and internal memoranda,
      reports, interpretations and documents created for Kerr-McGee’s (or its
      Affiliates’ (other than the Target Companies’)) own use and excluding Target
      Company Traded Data and the Licensed Interest Documents;

     

    Target
      Company Business means
      the oil and gas exploration, production and development business, including
      the
      production and/or storage and offloading of Petroleum on the Vessels, of the
      Target Companies;

     

    Target
      Company Insurance Policy
      means any current or former insurance policy, other than a Kerr-McGee Group
      Insurance Policy, under which any of the Target Companies is or was an insured
      party and, for the avoidance of doubt, includes occurrence based employers’
      liability policies (whether arranged on a group basis or
      otherwise);

     

    Target
      Company IPR means
      the registered Intellectual Property Rights owned by the Target
      Companies;

     

    Target
      Company Traded Data means
      data acquired from a third party by Kerr-McGee or its Affiliates by trade,
      purchase or otherwise which cannot be provided to the Buyer because such
      transfer is prohibited by the agreement pursuant to which it is was acquired
      by
      Kerr-McGee or its Affiliates;

     

    tax
      and
      taxation have
      the meaning given in Schedule 8
      (Tax Covenant);

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    tax
      authority has
      the meaning given in Schedule 8
      (Tax Covenant);

     

    Tax
      Covenant
      means the covenant (and provisions) relating to tax set out in Schedule 8
      (Tax Covenant);

     

    Tax
      Claim
      means any Claim in respect of any of the Tax Warranties or under the Tax
      Covenant;

     

    Taxes
      Act means
      the Income and Corporation Taxes Act 1988;

     

    Tax
      Warranties
      means the warranties set out in paragraph 2
      of Part A
      and in Part D
      of Schedule 2;

     

    Third
      Party Assurances means
      all guarantees, indemnities, counter-indemnities and letters of comfort of
      any
      nature whatsoever:

     

    
      	(a)  	
              given
                to a third party by a Target Company in respect of any obligation
                of a
                member of Kerr-McGee Group; and/or (as the context may require);
                

            


    

     

    
      	(b)  	
              given
                to a third party by a member of Kerr-McGee Group in respect of any
                obligation of a Target Company.

            


    

     

    Third
      Party Claim
      has the meaning given to it in clause 13;

     

    Title
      Warranties means
      the warranties set out in paragraphs 1.2,
      1.3,
      5.3 and 5.4 of Part A
      of Schedule 2;

     

    Total
      Consideration means
      the Base Consideration as adjusted by the Adjustments as determined pursuant
      to
      clauses 9.3
      to 9.11;

     

    Tradable
      Environmental Instrument
      means any credit, allowance, certificate, permit or right relating to the use
      or
      exploitation of any environmental resource or the pollution of the Environment
      and including any EU Allowance or EU CER;

     

    Transaction
      Documents means
      this Agreement and, once agreed, the TSA;

     

    TSA
      has
      the meaning given in clause 10.7;

     

    Unaffected
      Party
      has the meaning given in Schedule 7
      (Completion Arrangements); 

     

    Unit
      Agreements means
      any unit operating agreement more particularly described in Schedule 9
      (Operating Agreements and Unit Agreements);

     

    United
      States Dollars,
      US$
      and $
      means the lawful currency of the United States of America from time to
      time;

     

    US
      Expatriate Employees
      means Bart Boudreaux, Dean Hennings, Terence Jupp, Jim Thidodeaux, Mike Long,
      Jay Skinner, Blake La Grone and Brad Kaufman, all of whom are employed by Kerr
      McGee Oil & Gas Corporation and are currently seconded to Kerr-McGee North
      Sea (U.K.) Limited;

     

    US
      GAAP
      means generally accepted accounting principles in the United States of
      America;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    Value
      Added Tax
      or VAT
      means value added tax as imposed by the Value Added Tax Act 1994 (as amended
      from time to time) or any other provision or regulation including any interest
      and penalties thereon; and

     

    Vessels
      means together, GRYPHON A, GLOBAL PRODUCER III and JANICE A;

     

    Working
      Capital Adjustment has
      the meaning set out in Schedule 6.

     

    1.2  All
      references to clauses and Schedules are, unless otherwise expressly stated,
      references to clauses of and schedules 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  Any
      reference to any statute or statutory instrument in this Agreement shall be
      a
      reference to the same as amended, supplemented or re-enacted from time to time.
      

     

    1.5  Unless
      the context otherwise requires, reference to the singular shall include the
      plural and vice
      versa,
      reference to any gender shall include all genders, and references to persons
      shall include natural persons, bodies corporate, unincorporated associations
      and
      partnerships.

     

    1.6  The
      Schedules form part of this Agreement and shall be construed and have the same
      force and effect as if expressly set out in the main body of this Agreement.
      

     

    1.7  Any
      reference to any agreement in this Agreement shall be a reference to the same
      as
      amended, supplemented or novated from time to time.

     

    1.8  Where
      a Kerr-McGee Warranty is qualified by the words “so far as Kerr-McGee is aware”,
      or any similar expression, such warranty is given only to the extent that any
      of
      Terence Jupp, Alan Curran, Robin Baxter, Russell Boath, Ian Sharp, Steve Daines,
      Harry Yorston, Bart Boudreaux, Mark Veazey, David Williams and Craig Hendry
      are
      actually aware of the matters to which it refers as at the date hereof.


     

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

     

    1.10  A
      reference in this Agreement to any English legal term for any action, remedy,
      method or form of judicial proceeding, legal document, court or any other legal
      concept or matter shall be deemed to include a reference to the corresponding
      or
      most similar legal term in any jurisdiction other than England, to the extent
      that such jurisdiction is relevant to the transactions contemplated by this
      Agreement or the terms of this Agreement.

     

    1.11  Any
      reference to a time of day is to London time.

     

    2.  Sale
      and Purchase

     

    2.1  Subject
      to and in accordance with this Agreement, Kerr-McGee
      shall sell
      and transfer (or procure the sale and transfer of), and the Buyer shall
      purchase, the Shares free from Encumbrance with effect from Completion, together
      with all rights attaching to them at Completion including the right to receive
      all dividends and distributions and any return of capital declared, paid or
      made
      in respect of the Shares on or after Completion.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    2.2  Kerr-McGee
      covenants with the Buyer that it has the right to sell and transfer the full
      legal and beneficial interests in the Shares to the Buyer on the terms set
      out
      in this Agreement. 

     

    2.3  The
      Parties acknowledge that the transfers of the Shares shall be completed on
      the
      basis of the share transfer and other arrangements set out or referred to in
      clause 6
      and Schedule 7
      (Completion Arrangements).

     

    2.4  Kerr-McGee
      and the Buyer shall negotiate in good faith with a view to agreeing before
      the
      Completion Date the final form of any Transaction Document, which is not in
      Agreed Form at the date of this Agreement. 

     

    3.  Price

     

    The
      consideration for the transfer of the Shares shall be the payment by the Buyer
      to Kerr-McGee of the Base Consideration as adjusted pursuant to this Agreement.
      The Base Consideration shall be allocated between the Shares so
      that:

     

    
      	(a)  	
              $1
                is allocated to the shares in KM Norway;
                and

            


    

     

    
      	(b)  	
              the
                remainder of the Base Consideration is allocated to the shares in
                KM
                GB.

            


    

     

    Any
      adjustments to the consideration pursuant to this Agreement shall be allocated
      to the shares in KM GB.

     

    4.  Completion
      conditions

     

    4.1  The
      obligations of the Parties under clauses 2.1
      to 2.4 and clause 6
      are conditional upon: 

     

    
      	(a)  	
              receipt
                of any required consent, approval or confirmation having been duly
                obtained from the Secretary of State, including but not limited to
                confirmation that he does not intend to exercise his power, under
                any of
                the model clauses in any of the Licences or otherwise, to revoke
                any of
                the Licences or to require a further change of control of any Target
                Company as a result of Completion under this
                Agreement;

            


    

     

    
      	(b)  	
              subject
                to clause 4.5,
                completion of the sale of each of the Assets pursuant to the Asset
                Sale
                Agreements or pursuant to the exercise of any pre-emption right in
                respect
                thereof;

            


    

     

    
      	(c)  	
              to
                the extent that the Proposed Transaction constitutes or is deemed
                to
                constitute a concentration with a Community dimension under Council
                Regulation (EC) No. 139/2004 (the Regulation): 

            


    

     

    
      	(i)  	
              the
                EC Commission declaring in terms reasonably satisfactory to the Buyer
                that
                the concentration is compatible with the common market pursuant to
                Article
                6(1)(b) of the Regulation (or having been deemed to have made such
                a
                declaration under Article 10(6) of the
                Regulation);

            


    

     

    
      	(ii)  	
              in
                the event of the initiating of proceedings under Article 6(1)(c)
                of
                the Regulation, the EC Commission declaring in terms reasonably
                satisfactory to the Buyer that the concentration is compatible with
                the
                common market pursuant to Article 8(2) of the Regulation (or
                having
                been deemed to have made such a declaration under Article 10(6)
                of
                the Regulation);

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	(iii)  	
              in
                the event that a request under Article 9(2) of the Regulation has
                been
                made by one or more Member States or under Article 6(1) of Protocol
                XXIV
                to the Agreement on the European Economic Area (EEA
                Agreement)
                by one or more parties to the EEA Agreement, and the EC Commission
                has
                taken a decision (or is deemed to have taken a decision) to refer
                the
                Proposed Transaction, or any aspect thereof, to a competent authority
                of
                such Member State in accordance with Article 6(1) of Protocol XXIV
                to the
                EEA Agreement:

            


    

     

    
      	(A)  	
              each
                such competent authority having taken or been deemed to have taken
                a
                decision with equivalent effect to clause 4.1(c)(i) or clause
                4.1(c)(ii) with respect to those parts of the Proposed Transaction
                referred to it provided that where the reference is made to the competent
                authority of a Member State or Party the national legislation of
                which
                does not prohibit Completion before the authority has approved the
                Proposed Transaction, Completion shall not be conditional upon that
                authority (or, if more than one, those authorities) having taken
                such a
                decision; and

            


    

     

    
      	(B)  	
              the
                EC Commission having taken or having been deemed to have taken a
                decision
                under clause 4.1(c)(i) or clause 4.1(c)(ii) with respect
                to any
                part of the Proposed Transaction not referred to any such competent
                authority or authorities;

            


    

     

    
      	(d)  	
              receipt,
                in a form acceptable to Kerr-McGee and the Buyer (acting reasonably
                and in
                good faith), of a Code of Practice 10 ruling from HMRC (in response
                to a
                letter seeking such ruling, a copy of the final form of which will
                be
                provided to the Buyer) confirming that the substantial shareholding
                exemption, contained in Schedule 7AC of the Taxation of Chargeable
                Gains Act 1992, will apply to the sale of the Shares in KM GB;
                and

            


    

     

    
      	(e)  	
              no
                Material Adverse Change having occurred after the date of this
                Agreement.

            


    

     

    4.2  The
      Conditions Precedent set forth in clauses 4.1(b),
      4.1(c)
      and 4.1(d)
      may not be waived by any Party, without the written consent of each other Party.
      The Conditions Precedent set forth in clauses 4.1(a)
      and 4.1(e)
      may be waived by the Buyer by notice to Kerr-McGee and the Kerr-McGee Guarantor
      to such extent as it thinks fit, but without prejudice to any other right which
      it may have under this Agreement. 

     

    4.3  The
      Parties shall use all reasonable endeavours to ensure that the Conditions
      Precedent are satisfied as soon as reasonably practicable and in any event
      before the Longstop Date. Without prejudice to the generality of the foregoing,
      Kerr-McGee shall provide all assistance reasonably requested by the Buyer prior
      to Completion to satisfy the DTI that the Target Companies which are Operators
      will continue to be suitable operators of the relevant assets after Completion
      including:

     

    
      	(a)  	
              assist
                the Buyer in the preparation of all drafts of submissions and
                communications to the DTI;

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              as
                requested by the Buyer attend all meetings whether in person, by
                telephone
                or by other means with the DTI and, where appropriate, to make oral
                submissions at such meetings; 

            


    

     

    
      	(c)  	
              comply
                with all reasonable requests of the Buyer in relation to the conduct
                of
                the meetings referred to in paragraph (b)
                above; 

            


    

     

    
      	(d)  	
              assist
                the Buyer to comply with all reasonable requests of the Secretary
                of State
                or the DTI; and

            


    

     

    
      	(e)  	
              not
                take any action which would prejudice the Buyer obtaining the confirmation
                specified in clause 4.1(a).

            


    

     

    Any
      necessary notifications or other filings to be made in connection with
      clause 4.1(c)
      shall be prepared and made by the Buyer without delay and in accordance with
      any
      applicable time limits for doing so, with the co-operation of Kerr-McGee
      provided that Kerr-McGee shall be entitled to review and comment upon drafts
      of
      the same subject to the protection of business secrets and other confidential
      information, and the Buyer shall take reasonable account of any such comments
      provided to it. The Buyer shall similarly afford to Kerr-McGee the opportunity
      to review and comment on any other communications with any relevant Governmental
      or regulatory authority (including, without limitation, the EC Commission and
      any competent authority referred to in clause 4.1(c)(iii))
      and to attend any meeting or participate in any conference call with any such
      authority (excluding communications of an administrative nature). The Parties
      shall keep each other promptly informed of the progress in satisfying these
      conditions (including of any fact or circumstance which might prevent or
      materially delay the satisfaction of any of the Conditions Precedent of which
      any Party becomes aware) and the date when they have been fulfilled.


     

    4.4  In
      the event of the initiation of proceedings referred to in clause 4.1(c)(ii)
      by the EC Commission (and/or of equivalent proceedings by one or more competent
      authority referred to in clause 4.1(c)(iii)), (i) the Longstop Date
      shall
      be extended by an additional 5 (five) months, and (ii) the Buyer shall in order
      to procure the satisfaction of the condition in clause 4.1(c)(ii) (and/or
      the condition in clause 4.1(c)(iii)), propose and comply with suitable
      remedies to any competition concerns identified by the EC Commission (and/or
      the
      competent authority in relation to clause 4.1(c)(iii)) within any relevant
      time limit, including without limitation agreeing to hold separate or dispose
      of
      any part of the business of the Target Companies, or any other structural or
      behavioural remedy, provided that this clause 4.4 shall not require
      the
      Buyer to give any remedy which would not be commercially reasonable to
      give.

     

    4.5  In
      the event Kerr-McGee determines that the sale of any of the Assets pursuant
      to
      any of the Asset Sale Agreements will not be completed prior to the Long Stop
      Date, it shall promptly give written notice of that fact to the Buyer,
      whereupon:

     

    
      	(a)  	
              the
                Long Stop Date (if not already extended pursuant to clause 4.4)
                will be extended by an additional 3 (three) months;
                and

            


    

     

    
      	(b)  	
              the
                condition in clause 4.1(b)
                will be replaced by the condition that the Asset Sellers shall have
                completed the sale of each of the Assets to any person or persons
                other
                than the Target Companies (including potentially the Buyer or any
                of its
                Connected Persons) on such terms as Kerr-McGee shall determine provided
                that the Buyer is not materially prejudiced thereby;
                

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      	(c)  	
              Kerr-McGee
                will use reasonable endeavours to procure that the condition described
                in
                clause 4.5(b)
                is fulfilled as soon as reasonably practicable provided that it shall
                not
                be obliged to procure the sale of any of the Assets at less than
                market
                value; and

            


    

     

    
      	(d)  	
              Kerr-McGee
                shall be capable of satisfying the condition in clause 4.5(b) by
                purchasing some or all of the Assets itself or procuring an affiliate
                to
                purchase some or all of the Assets, provided that it shall be under
                no
                obligation to do so.

            


    

     

    4.6  If
      prior to Completion either of the Asset Sellers becomes free to sell any of
      the
      Assets to the Buyer (by virtue of any of the Asset Sale Agreements terminating
      in circumstances where no third party has exercised a pre-emption right to
      acquire that Asset), Kerr-McGee shall promptly notify the Buyer in writing
      of
      that fact and the Buyer shall have the option, exercisable within 14 days
      thereafter by notice in writing served on Kerr-McGee, to purchase that Asset
      on
      the terms (including as to price) of the relevant Ashvale Sale
      Agreement.

     

    4.7  If
      the Conditions Precedent have not been satisfied or waived before the Longstop
      Date either the Buyer or Kerr-McGee shall have the right, after such date,
      to
      serve written notice on each other Party terminating this Agreement, whereupon
      this Agreement shall terminate with effect from the date of such notice and
      no
      Party shall have any liability to another under this Agreement except in respect
      of clauses 21, 22
      and 23
      and any breach of the other terms hereof committed before such
      date.

     

    4.8  If
      the Buyer has reasonable cause to believe a Material Adverse Change has occurred
      between the signing of this Agreement and before the Completion Date, it may
      serve on Kerr-McGee written notice, giving reasonable details of the Material
      Adverse Change claimed (the MAC
      Claim). 

     

    4.9  If
      within five Business Days of the receipt by Kerr-McGee of the written notice
      of
      the MAC Claim (excluding the day of receipt) Kerr-McGee fails to give the Buyer
      notice in writing (the MAC
      Disagreement Notice)
      of any respect in which it is not satisfied with the basis or validity of the
      MAC Claim, the said MAC Claim shall be accepted as satisfying the definition
      of
      Material Adverse Change and shall be final and binding between the Parties
      (as
      it shall be if within the period of five Business Days Kerr-McGee gives written
      notice to the Buyer that it so satisfies such definition). 

     

    4.10  If
      Kerr-McGee does give a MAC Disagreement Notice within five Business Days of
      it
      receiving the MAC Claim (excluding the day of receipt), Kerr-McGee and the
      Buyer
      shall use their reasonable endeavours to resolve the matters in dispute. If
      within 10 Business Days of the Buyer receiving the MAC Disagreement Notice
      (excluding the day of receipt), Kerr-McGee and the Buyer have failed to resolve
      the matters in dispute, those matters remaining in dispute shall be referred
      either by Kerr-McGee or the Buyer for final determination to an umpire (the
      MAC
      Umpire),
      who shall act as an expert and not as an arbitrator. The decision of the MAC
      Umpire as to the validity of the MAC Claim shall be final and binding between
      the Parties. The provisions of clauses 4.11
      and 4.12
      shall apply in relation to any reference to such MAC Umpire. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    4.11  The
      MAC Umpire shall be as agreed between Kerr-McGee and the Buyer or, if they
      cannot agree on such within five Business Days of either of them giving notice
      in writing to the other that it desires a MAC Umpire to be appointed, as
      nominated, on the application of either of them, by the President for the time
      being of the Energy Institute in England. 

     

    4.12  Kerr-McGee
      and the Buyer hereby agree and undertake that if any MAC Claim under this
      Agreement is referred to the MAC Umpire: 

     

    
      	(a)  	
              they
                will instruct the MAC Umpire to determine the matters in dispute
                and, as a
                result, shall request the MAC Umpire to notify its decision to Kerr-McGee
                and the Buyer within 20 Business Days of being instructed;
                

            


    

     

    
      	(b)  	
              they
                will each use all reasonable endeavours to co-operate with the MAC
                Umpire
                in resolving such disagreement or dispute, and for that purpose will
                provide to him all such information and documentation as he may reasonably
                require; 

            


    

     

    
      	(c)  	
              the
                MAC Umpire shall have the right to seek such professional assistance
                and
                advice as he may require in fulfilling his duties; and
                

            


    

     

    
      	(d)  	
              the
                fees of the MAC Umpire (and any professional fees incurred by him)
                shall
                be borne as to half by the Buyer and as to half by Kerr-McGee provided
                that if either Party fails to pay its share of any such fee within
                five
                Business Days of the relevant invoice being rendered to them or either
                of
                them the other shall be entitled to pay the full amount of the fee
                and
                thereafter to recover one half from the first-mentioned one of them
                as a
                debt due and payable on demand. 

            


    

     

    4.13  If
      on or by one of the dates fixed for Completion a MAC Claim is outstanding (that
      is to say a notice has been served by the Buyer pursuant to clause 4.8
      and by the relevant date Kerr-McGee and the Buyer have neither agreed, nor
      has
      the MAC Umpire determined, whether the MAC Claim is valid), then Completion
      shall take place on the second Business Day following the later of: 

     

    
      	(a)  	
              the
                date on which the Conditions Precedent set out in clause 4.1(a) to
                4.1(d)
                (inclusive) are satisfied; and 

            


    

     

    
      	(b)  	
              the
                date on which the MAC Claim is either agreed by the Parties not to
                constitute a Material Adverse Change or determined by the MAC Umpire
                (in
                accordance with the foregoing provisions of this clause 4) not to
                be
                valid.

            


    

     

    If
      it is determined pursuant to clause 4.9
      or 4.10
      that a Material Adverse Change has occurred before the Completion Date, the
      Buyer shall have the right, after such date, to serve written notice on each
      other Party terminating this Agreement, whereupon this Agreement shall terminate
      with effect from the date of such notice and no Party shall have any liability
      to another under this Agreement except in respect of clauses 21, 22
      and 23
      and any breach of the other terms hereof committed before such
      date.

     

    5.  Pre-completion
      Undertakings

     

    5.1  During
      the period from the date of this Agreement to Completion, Kerr-McGee shall
      perform its obligations set out in Schedule 5
      (Conduct of the Target Companies Pre-Completion). 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    6.  Completion

     

    6.1  Completion
      of the transfer of the Shares shall take place on the Completion Date at the
      Completion Venue. 

     

    6.2  At
      Completion each of Kerr-McGee and the Buyer shall deliver or perform (or procure
      that there is delivered or performed) all those documents, items and actions
      respectively listed in relation to that Party or the members of Kerr-McGee
      Group
      or the Buyer Group (as the case may be) in Schedule 7
      (Completion Arrangements).

     

    6.3  Each
      of the Parties shall, and shall procure that its respective Affiliates shall,
      execute such other documents and do all such other acts and things as may
      reasonably be required in order to effect the transfer of the Shares to the
      Buyer and otherwise carry out the true intent of this Agreement.

     

    6.4  The
      Tax Covenant shall come into full force and effect at Completion. 

     

    7.  Kerr-McGee
      Warranties
      and Limitations

     

    7.1  Subject
      to the provisions of this clause 7,
      Kerr-McGee hereby warrants to the Buyer in the terms set out in Schedule 2
      (Kerr-McGee Warranties) as at the date hereof.

     

    7.2  Subject
      to the provisions of this clause 7
      and subject to the matters notified pursuant to clause 7.5,
      the Kerr-McGee Warranties under paragraphs 1.1,
      1.2,
      1.3,
      1.4,
      5.3, 5.4, 5.5, 8.1,
      8.2,
      9.2
      and 10
      of Part A
      of Schedule 2
      (Kerr-McGee Warranties) shall be repeated at Completion to the extent that
      they
      relate to the conduct of Kerr-McGee by reference to the facts and circumstances
      then existing.

     

    7.3  The
      Kerr-McGee Warranties are given subject to:

     

    
      	(a)  	
              other
                than in respect of the warranty contained in Schedule 2
                Part D, paragraph 7(b), any matters fairly disclosed by or under
                this
                Agreement, any Transaction Document, the Disclosure Letter, or by
                or under
                any information, document or material contained in the Data Room;
                

            


    

     

    
      	(b)  	
              the
                other limitations and qualifications set out in this clause 7
                and in Schedule 4
                (Limitations on Liability); and

            


    

     

    
      	(c)  	
              so
                far as the Tax Warranties only are concerned, the additional limitations
                and qualifications set out in the Tax Covenant insofar as they are
                expressed to apply to the Tax Warranties save that in respect of
                the
                warranty contained in Schedule 2 Part D 7(b) the only
                additional
                limitation or qualification set out in the Tax Covenant that will
                apply is
                that contained in
                paragraph 3.1(h).

            


    

     

    7.4  The
      Buyer acknowledges and agrees that:

     

    
      	(a)  	
              subject
                to clause 7.3(c), any Claims shall be subject to the limitations
                on
                liabilities and other provisions set out in Schedule 4
                (Limitations on Liability) (to the extent provided therein) and any
                Tax
                Claims shall be subject to the limitation on liabilities and other
                provisions set out in the Tax Covenant (to the extent provided
                therein);

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              the
                Kerr-McGee Warranties are the only warranties or representations
                of any
                kind given by or on behalf of Kerr-McGee or any of its Affiliates
                on which
                the Buyer may rely in entering into this Agreement;
                and

            


    

     

    
      	(c)  	
              no
                other statement, promise or forecast made by or on behalf of Kerr-McGee
                or
                any of its Connected Persons, other than the Kerr-McGee Warranties
                or any
                covenant in any Transaction Document may form the basis of any claim
                by
                the Buyer or any of its Connected Persons under or in connection
                with this
                Agreement or any other Transaction Document and all responsibility
                for any
                such statement, promise or forecast is disclaimed; without limitation,
                the
                Buyer acknowledges and agrees that neither Kerr-McGee nor any of
                its
                Connected Persons makes any representation or warranty as to: (i)
                the
                accuracy of any forecasts, estimates, projections, statements of
                intent or
                statements of opinion provided to the Buyer or its Connected Persons
                or to
                its or their advisers on or prior to the date of this Agreement,
                including
                those contained in any documents in the Data Room; (ii) except
                as
                expressly set out in the Kerr-McGee Warranties, the accuracy of any
                information, documents or materials furnished to or for the Buyer
                or any
                other person by Kerr-McGee or any of its Connected Persons including
                any
                information, documents or material made available to the Buyer in
                the Data
                Room, management presentation or any other form in expectation of
                the
                transactions contemplated by this Agreement; (iii) the amounts, quality
                or
                deliverability of reserves of crude oil, natural gas or other hydrocarbons
                attributable to the Target Companies; (iv) any geological, geographical,
                engineering, economic or other interpretations, forecasts or evaluations;
                (v) any forecast of expenditures, budgets or financial projections;
                (vi)
                any geological formation, drilling prospect or hydrocarbon reserve;
                or
                (vii) except as expressly set out in the Kerr-McGee Warranties, the
                condition, performance or operability of any of the assets related
                to the
                Target Companies.

            


    

     

    7.5  Kerr-McGee
      shall promptly notify the Buyer in writing of (i) any breach of the Kerr-McGee
      Warranties which becomes known to it after the date of this Agreement but before
      Completion and (ii) any circumstances, facts or matters which arise following
      execution of this Agreement and become known to it prior to Completion which,
      in
      relation to any of the Kerr-McGee Warranties to be repeated at Completion
      pursuant to clause 7.2,
      would if subsisting at Completion be inconsistent with any of those warranties
      (as repeated). The Parties agree that the Disclosure Letter shall be deemed
      (other than in respect of the Title Warranties and other than for the purposes
      of clause 7.6) to be amended with effect on and from the date of this Agreement
      to reflect such circumstances, facts or matters described in (ii) above. Such
      notice shall state that it is served pursuant to this clause 7.5.
      Any circumstances, facts or matters referred to in such notice shall not
      constitute a disclosure against any of the Title Warranties of Part A
      of Schedule 2
      or for the purposes of clause 7.6. 

     

    7.6  In
      the event that any circumstance, fact or matter is notified by Kerr-McGee in
      accordance with clause 7.5
      or otherwise becomes known to the Buyer following execution of this Agreement
      which would if subsisting at Completion be inconsistent with any of the
      Kerr-McGee Warranties under paragraphs 1.1,
      1.2,
      1.3,
      1.4,
      5.3, 5.4, 5.5, 8.1,
      8.2,
      9.2
      and 10
      of Part A
      of Schedule 2
      (Kerr-McGee Warranties) to the extent that they relate to the conduct of
      Kerr-McGee (as repeated at the Completion Date pursuant to clause 7.2)
      in a respect which materially affects the value of the Shares,
      then:

     

    
      	(a)  	
              if
                the inconsistency is capable of remedy, Kerr-McGee shall have the
                opportunity to remedy the same at its own expense and, if it chooses
                to
                exercise that right, it shall promptly notify the Buyer of its decision
                to
                do so and shall use reasonable endeavours to ensure remedy of the
                inconsistency as soon as practicable;


            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              if
                the inconsistency has not been so remedied prior to the day falling
                five
                Business Days before (and excluding) the Completion Date, Kerr-McGee
                and
                the Buyer shall prior to Completion discuss the effects on the value
                of
                the Shares and whether the terms hereof could be amended prior to
                Completion to take account of any such change in circumstance, fact
                or
                matter; 

            


    

     

    
      	(c)  	
              subject
                to clauses 7.6(a)
                and 7.6(b)
                and in the absence of agreement between Kerr-McGee and the Buyer,
                the
                Buyer shall not be obliged to complete the acquisition of the Shares
                and
                shall be entitled by notice in writing to Kerr-McGee prior to Completion
                to rescind this Agreement; and

            


    

     

    
      	(d)  	
              in
                the circumstances contemplated by this clause 7.6,
                such rights shall be the Buyer’s only remedy and whether or not the Buyer
                chooses to rescind this Agreement pursuant to clause 7.6(c)
                it shall not be entitled to make any claim for breach of warranty
                in
                respect of the circumstance, fact or matter notified or to any other
                remedy in respect thereof.

            


    

     

    For
      the purposes of this clause 7.6,
      the value of the Shares shall be deemed to be materially affected if (i) the
      total loss suffered or incurred, or, likely to be suffered or incurred by the
      Buyer pursuant to this clause 7.6 and clause 7.13 would exceed an amount equal
      to 15% of the Base Consideration, or (ii) the relevant circumstance, fact or
      matter would if subsisting at Completion be inconsistent with either of the
      Kerr-McGee Warranties given under paragraphs 10.1 and 10.2 of Part A of Schedule
      2 insofar as such Kerr-McGee Warranties relate to the Kerr-McGee
      Guarantor.

     

    7.7  Other
      than in respect of the warranty contained in Schedule 2
      Part D, paragraph 7(b), the Buyer warrants to Kerr-McGee that there are no
      circumstances, facts or matters within the actual knowledge at the date hereof
      of the Buyer which the Buyer is aware would entitle it to make any Claim against
      Kerr-McGee and, insofar as there are any such circumstances, facts or matters
      within the actual knowledge at the date hereof of the Buyer which the Buyer
      is
      aware would entitle it to make any such claim, the Buyer shall not be entitled
      to make any Claim in respect thereof provided however that the foregoing shall
      not prejudice any right of the Buyer to claim for breach of the warranty set
      out
      in paragraph 7(b) of Part D of Schedule 2.
      For the purposes of this clause 7.7 references to the knowledge or awareness
      of
      the Buyer are to the actual knowledge or awareness of any of Clive Baxter,
      Jesper Bramming, Jep Brink, Michael Engell-Jensen, Eivind Kolding, Martin
      Naesby, Rasmus Schmiegelow and Soren Skou. 

     

    7.8  The
      Buyer undertakes to Kerr-McGee (for the Buyer itself and each of its Connected
      Persons) that, except in the case of fraud or fraudulent misrepresentation,
      it
      waives and shall not make any claim against any Connected Persons of Kerr-McGee
      on whom it may have relied in relation to any information supplied or omitted
      to
      be supplied by any such person in connection with this Agreement provided
      however that nothing in this clause 7.8 shall affect the rights of the Buyer
      to
      make a claim under the Kerr-McGee Parent Company Guarantee in respect of the
      obligations of Kerr-McGee under this Agreement. 

     

    7.9  Each
      of the paragraphs in Schedule 2: 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      	(a)  	
              shall
                be construed as a separate and independent warranty; and
                

            


    

     

    
      	(b)  	
              unless
                expressly provided in this Agreement (including the Tax Covenant),
                shall
                not be limited by reference to any other paragraph in Schedule 2
                or by any
                other provision of this Agreement or the Tax Covenant,
                

            


    

     

    and
      the Buyer shall have a separate claim and right of action in respect of every
      breach of a Kerr-McGee Warranty. 

     

    7.10  The
      Kerr-McGee Warranties shall not in any respect be extinguished or affected
      by
      Completion. 

     

    7.11  Each
      of Kerr-McGee and the Kerr-McGee Guarantor undertakes to the Buyer (for itself
      and each of its Connected Persons) that, except in the case of fraud or
      misrepresentation, it waives and shall not make any claim against any Connected
      Persons of the Buyer on whom it may have relied in relation to any information
      supplied or omitted to be supplied by any such person in connection with this
      Agreement.

     

    7.12  None
      of the limitations in this clause 7
      or in Schedule 4
      (Limitations on Liability) shall apply to any Claim which arises (or to the
      extent that it is increased) as a consequence of fraud or fraudulent
      misrepresentation by Kerr-McGee or any of its Affiliates.

     

    7.13  If
      prior to Completion it shall be found that there has been a material breach
      of
      the obligations contained in clause 5.1 and such breach is incapable of remedy
      or, if capable of remedy, is not remedied by Kerr-McGee within 30 days of notice
      to Kerr-McGee of the breach (or within such longer period as is agreed in
      writing between Kerr-McGee and the Buyer if such breach is capable of remedy),
      the Buyer shall be entitled to terminate this Agreement by notice to
      Kerr-McGee.

     

    7.14  For
      the purposes of clause 7.13, a material
      breach
      shall be deemed to arise where the total loss suffered or incurred, or likely
      to
      be suffered or incurred by the Buyer pursuant to clause 7.13 and clause 7.6
      would exceed an amount equal to 15% of the Base Consideration.

     

    8.  The
      Buyer’s Warranties

     

    8.1  Subject
      to the provisions of this clause 8,
      the Buyer hereby warrants to Kerr-McGee in the terms set out in Schedule 3
      (The Buyer Warranties) as at the date hereof.

     

    8.2  The
      Buyer’s Warranties will be repeated at Completion to the extent that they relate
      to the conduct of the Buyer by reference to the facts and circumstances then
      existing.

     

    8.3  If
      the Buyer pays to Kerr-McGee an amount pursuant to a Buyer Warranty Claim and
      Kerr-McGee 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 Buyer Warranty Claim, subject to Kerr-McGee being indemnified against
      all
      reasonable out-of-pocket third party costs and expenses properly incurred by
      Kerr-McGee or the relevant member of the Kerr-McGee Group, Kerr-McGee shall
      promptly undertake all steps (whether by way of a claim against its insurers
      or
      otherwise including but without limitation proceedings) to enforce such recovery
      and shall as soon as practicable following any such recovery repay to the Buyer
      the lesser of: (i) the amount paid to it by the Buyer pursuant to the Buyer
      Warranty Claim; and (ii) the amount recovered from the third party in each
      case
      less all out-of-pocket third party costs, charges and expenses reasonably and
      properly incurred by Kerr-McGee in obtaining that payment and in recovering
      that
      amount from the third party and net of any tax payable on the amount received
      or
      that would have been payable but for the use of set off of any
      relief.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    8.4  The
      Buyer shall notify Kerr-McGee in writing of any circumstances, facts or matters
      which following execution of this Agreement become known to it prior to
      Completion which are inconsistent with any of the Buyer Warranties or which
      would if subsisting at Completion be inconsistent with any of those warranties
      (as repeated at the Completion Date pursuant to clause 8.2).
      Such notice shall state that it is served pursuant to this clause 8.4.

     

    9.  Completion
      Adjustments

     

    9.1  Where
      any sums are taken into account in:

     

    
      	(a)  	
              the
                Working Capital Adjustment;

            


    

     

    
      	(b)  	
              the
                Distribution Adjustment;

            


    

     

    
      	(c)  	
              the
                Contribution Adjustment;

            


    

     

    
      	(d)  	
              the
                Asset Sale Adjustment; and 

            


    

     

    
      	(e)  	
              the
                Interest Adjustment,

            


    

     

    (together,
      the Adjustments
      (with Adjustment
      meaning
      any or all of the above (as the context may require)), or are payable by the
      Buyer to Kerr-McGee or by Kerr-McGee to the Buyer pursuant to this clause
9,
      Schedule 6 or Schedule 8 (together the Adjustment
      Clauses)
      or pursuant to a Kerr-McGee Warranty Claim under clause 7
      or a Buyer Warranty Claim under clause 8,
      or are payable by the Buyer pursuant to clause 11 or by Kerr-McGee pursuant
      to
      clause 12, the same shall operate by way of increases or decreases, as the
      case
      may be, in the Base Consideration.

     

    9.2  The
      following principles shall apply in respect of the Adjustments and the Base
      Consideration:

     

    
      	(a)  	
              the
                Base Consideration shall be adjusted by the
                Adjustments;

            


    

     

    
      	(b)  	
              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
                clauses 7,
                8,
                11
                or 12
                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.

            


    

     

    9.3  

     

    
      	(a)  	
              Kerr-McGee
                shall provide the Buyer with a written statement specifying (i) its
                best
                estimate of the sum of all the Adjustments as at the Completion Date
                (the
                Interim
                Net Adjustment Amount)
                which if positive shall increase the Base Consideration payable by
                the
                Buyer at Completion and if negative shall reduce the Base Consideration
                payable by the Buyer at Completion;
                and (ii) its best estimate of each Completion Inter-Company Payable
                and
                each Completion Inter-Company
                Receivable.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              Such
                statement (the Interim
                Completion Statement)
                shall be provided no later than two (2) Business Days prior to Completion
                in the format set out in Schedule 6
                (Completion Adjustments). 

            


    

     

    9.3A In
      addition to the other provisions of the Adjustments Clauses, the following
      shall
      also apply to the determination of the Working Capital Adjustment:

     

    
      	(a)  	
              Within
                15 Business Days of the date of this Agreement, Kerr-McGee may elect
                to
                notify the Buyer in writing (such notification being the IWCS Final
                Statement) of any adjustment it wishes to make to the Initial Working
                Capital Statement attached to this Agreement as Annex 1 (the IWCS)
                as a
                result of: 

            


    

     

    
      	(i)  	
              any
                error or omission in the IWCS; or 

            


    

     

    
      	(ii)  	
              any
                of the line items in the IWCS: (1) Products Inventory and Materials
                Inventory; (2) Overlift or Underlift; (3) Revenue-Accruals Estimate;
                and
                (4) Provisions for Current Income Taxes or such other line items
                as may be
                determined in good faith between Kerr-McGee and the Buyer, being
                calculated otherwise than in accordance with the provisions of Schedule
                6.
                The IWCS Final Statement shall set out the details of Kerr-McGee’s
                reasons, the specific adjustments which, in Kerr-McGee’s opinion, should
                be made to each relevant item in the IWCS, and set out details of
                the
                revised balances.

            


    

     

    
      	(b)  	
              If
                Kerr-McGee fails to deliver a IWCS Final Statement to the Buyer in
                accordance with clause 9.3A(a), then, notwithstanding any other provision
                of this Agreement, the IWCS shall be deemed to constitute the Working
                Capital Adjustment for the purposes of the Interim Completion
                Statement.

            


    

     

    
      	(c)  	
              Within
                the earlier of: (1) 60 days of receipt of the IWCS Final Statement;
                and
                (2) two (2) Business Days prior to Completion, the Buyer shall notify
                Kerr-McGee in writing whether or not it accepts the IWCS Final Statement.
                If the Buyer notifies Kerr-McGee in writing within such time that
                it
                agrees with the IWCS Final Statement, or if the Buyer fails to deliver
                such notice within the required time, then, notwithstanding any other
                provision of this Agreement, the relevant amount in the IWCS Final
                Statement shall be deemed to constitute, and have been agreed by
                Kerr-McGee and the Buyer as, the final and binding Working Capital
                Adjustment for the purposes of both the Interim Completion Statement
                and
                the Final Completion Statement.

            


    

     

    
      	(d)  	
              If
                the Buyer notifies Kerr-McGee within the time specified in clause
                9.3A(c)
                that it does not accept the IWCS Final Statement, then the Buyer
                and
                Kerr-McGee shall use all reasonable endeavours: (1) to meet and discuss
                the objections of the Buyer; and (2) to reach agreement upon the
                adjustments (if any) required to be made to the IWCS Final Statement,
                within the earlier of: (1) a period of ten (10) Business Days after
                receipt by Kerr-McGee of such notice and (2) two (2) Business Day
                prior to
                Completion. During such period Kerr-McGee shall make available to
                the
                Buyer and its representatives for their review the supporting papers
                of
                Kerr-McGee and its representatives relating to the IWCS Final Statement
                and the basis therefore. 

            


    

     

    
      	(e)  	
              If
                Kerr-McGee and the Buyer do not agree within the period referred
                to in
                clause 9.3A(d) on the adjustments required to the IWCS Final Statement,
                then, notwithstanding any other provision of this Agreement, the
                IWCS
                shall constitute the Working Capital Adjustment for the purposes
                of the
                Interim Completion Statement.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
      	(f)  	
              If
                Kerr-McGee and the Buyer agree within the period referred to in clause
                9.3A(d) on the adjustments required to the IWCS Final Statement,
                then,
                notwithstanding any other provision of this Agreement, the relevant
                amount
                in the IWCS Final Statement as adjusted shall be deemed to constitute,
                and
                have been agreed by Kerr-McGee and the Buyer as, the final and binding
                Working Capital Adjustment for the purposes of both the Interim Completion
                Statement and the Final Completion
                Statement.

            


    

     

    
      	(g)  	
              Notwithstanding
                any other provision of this Agreement, Kerr-McGee shall not be entitled
                to
                require or propose any change or adjustment to the Working Capital
                Adjustment other than those set out in the IWCS Final
                Statement.

            


    

     

    9.4  Within
      sixty (60) days after Completion, Kerr-McGee shall provide the Buyer with a
      written statement (in the format set out in Schedule 6
      (Completion Adjustments)) giving its calculation of the final amounts of each
      of:

     

    
      	(a)  	
              the
                Adjustments;

            


    

     

    
      	(b)  	
              the
                Net Adjustment Amount; 

            


    

     

    
      	(c)  	
              the
                balance payable by Kerr-McGee or the Buyer after taking into account
                the
                Interim Net Adjustment Amount which adjusted the Base Consideration
                paid
                at Completion; and

            


    

     

    
      	(d)  	
              the
                Completion Inter-Company Payables and Completion Inter-Company
                Receivables.

            


    

     

    (the
      Final
      Completion Statement)
      provided however that the Asset Net Adjustment Amount element of the Asset
      Sale
      Adjustment shall be included at an amount equal to the Asset Net Adjustment
      Amount included in the Asset Final Completion Statements or as otherwise
      determined prior to the date of the Final Completion Statement in accordance
      with clause 8.7 of the Asset Sale Agreements. The Buyer shall notify
      Kerr-McGee in writing (such notification being an Objection
      Notice)
      within sixty (60) days after receipt whether or not it accepts that the Final
      Completion Statement has been prepared in accordance with the relevant
      provisions of this Agreement. The Buyer shall include in any notice indicating
      that the Buyer does not so accept the Final Completion Statement details of
      the
      Buyer’s reasons for such non-acceptance, the adjustments which, in the Buyer’s
      opinion, should be made to the Final Completion Statement in order to comply
      with the provisions of this Agreement and sets out the specific items that
      are
      in dispute accompanied by the Buyer’s calculation at its best estimate of each
      of the items that are in dispute (the Disputed
      Amounts).
      Except for Disputed Amounts, the Buyer shall be deemed to have accepted the
      Final Completion Statement in full. 

     

    9.5  If
      the Buyer serves an Objection Notice in accordance with clause 9.4,
      then the Buyer and Kerr-McGee shall use all reasonable endeavours: (a) to meet
      and discuss the objections of the Buyer; and (b) to reach agreement upon the
      adjustments (if any) required to be made to the Final Completion Statement,
      within a period of ten (10) Business Days after receipt by Kerr-McGee of the
      Objection Notice.
      During such ten (10) Business Days period the Buyer shall make available to
      Kerr-McGee and its representatives for their review the supporting papers of
      the
      Buyer and its representatives relating to the Objection Notice and the basis
      therefor. 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    9.6  If
      the Buyer notifies Kerr-McGee in writing that it is satisfied with the Final
      Completion Statement (either as originally submitted or after adjustments agreed
      between Kerr-McGee and the Buyer pursuant to clause 9.5)
      or if the Buyer fails to give a valid Objection Notice within the sixty (60)
      days period referred to in clause 9.4,
      then (a)
      if on the date of such written notification or such failure to give a valid
      Objection Notice, the Asset Net Adjustment Amount has been agreed or determined
      pursuant to clause 8
      of the Asset Sale Agreements, the payment of the Net Adjustment Amount (after
      taking into account the Interim Net Adjustment Amount which adjusted the Base
      Consideration paid at Completion) due in accordance with the Final Completion
      Statement (but with the Asset Net Adjustment Amount as so agreed or determined
      replacing the amount in respect of the Asset Net Adjustment Agreement in such
      calculation) shall be made within three (3) Business Days of such written
      notification or such failure to give a valid Objection Notice (as the case
      may
      be), together with simple interest on such amount from and including the
      Completion Date up to and excluding the date of payment calculated on a daily
      basis on the basis of a 360 day year at the rate of 1% per annum above the
      Reference Interest Rate and (b) if on the date of such written notification
      or
      such failure to give a valid Objection Notice, the Asset Net Adjustment Amount
      has not been agreed or determined pursuant to clause 8
      of the Asset Sale Agreements, (i) the Net Adjustment Amount (after taking into
      account the Interim Net Adjustment Amount) due in accordance with the Final
      Completion Statement shall be recalculated when the Asset Net Adjustment Amount
      has been so agreed or determined by substituting such Asset Net Adjustment
      Amount for the amount included in respect of the Asset Net Adjustment Amount
      in
      the Asset Sale Adjustment component of the Net Adjustment Amount and (ii)
      payment of such Net Adjustment Amount (after taking into account the Interim
      Net
      Adjustment Amount) as so recalculated shall be made within three (3) Business
      Days of such recalculation of the Net Adjustment Amount, together with simple
      interest on such amount from and including the Completion Date up to and
      excluding the date of payment calculated on a daily basis on the basis of a
      360
      day year at the rate of 1% per annum above the Reference Interest
      Rate.

     

    9.7  If
      the Parties cannot reach agreement as specified in clause 9.5
      within the time limit provided in that clause, the Disputed Amounts 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 (the Nominated
      Independent Accountant).
      The Parties shall instruct the Nominated Independent Accountant to render its
      decision within sixty (60) days of its selection. The Nominated Independent
      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 Nominated Independent Accountant’s
      determination shall, in the absence of fraud or manifest error, be final and
      binding on the Parties, his fees and disbursements shall be borne
      by Kerr-McGee as to one half and the Buyer as to the other half and each Party
      shall bear its own costs in respect of such reference. 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    
      	(a)  	
              If,
                on the date of such determination, the Asset Net Adjustment Amount
                has
                been agreed or determined pursuant to clause 8
                of the Asset Sale Agreements, payment of the Net Adjustment Amount
                (after
                taking into account the Interim Net Adjustment Amount which adjusted
                the
                Base Consideration paid at Completion) (the Adjustment
                Amount)
                in accordance with the Nominated Independent Accountant’s determination of
                any Disputed Amounts in respect of the Net Adjustment Amount and
                in
                accordance with the Final Completion Statement in respect of all
                other
                items (but with the Asset Net Adjustment Amount as so agreed or determined
                pursuant to clause 8
                of the Asset Sale Agreements replacing the amount in respect of the
                Asset
                Net Adjustment Amount, if different, in the Asset Sale Adjustment
                component of the Net Adjustment Amount) shall be made within three
                (3)
                Business Days of the determination of the Nominated Independent
                Accountant
                of the Disputed Amounts, together with simple interest on the Adjustment
                Amount from and including the Completion Date up to and excluding
                the date
                of payment calculated on a daily basis on the basis of a 360 day
                year at
                the Reference Interest Rate. 

            


    

     

    
      	(b)  	
              If
                on the date of such determination, the Asset Net Adjustment Amount
                has not
                been agreed or determined pursuant to clause 8
                of the Asset Sale Agreements, the Net Adjustment Amount (after taking
                into
                account the Interim Net Adjustment Amount which adjusted the Base
                Consideration paid at Completion) in accordance with the Nominated
                Independent Accountant’s determination of any Disputed Amounts and in
                accordance with the Final Completion Statement in respect of all
                other
                items shall be recalculated when the Asset Net Adjustment Amount
                has been
                so agreed or determined by substituting such Asset Net Adjustment
                Amount
                for the amount included in respect of the Asset Net Adjustment Amount
                in
                the Asset Sale Adjustment component of the Net Adjustment Amount,
                and the
                amount after such recalculation shall be paid, within three (3) Business
                Days of such recalculation, together with simple interest thereon
                from and
                including the Completion Date up to and excluding the date of payment
                calculated on a daily basis on the basis of a 360 day year at the
                Reference Interest Rate.

            


    

     

    9.8  Kerr-McGee
      shall provide the Buyer with copies of all Operator’s reports, billing
      statements and correspondence and any and all other relevant documentation
      in
      its possession or under its control reasonably necessary to support the
      statements referred to in clauses 9.3
      and 9.4.
      The Parties shall liaise on the compilation and agreement of the said
      statements. 

     

    9.9  Subject
      to clause 9.10, to enable Kerr-McGee and the Buyer to meet their obligations
      and
      exercise their rights under this clause 9,
      they shall each provide to each other and to their respective
      accountants:

     

    
      	(a)  	
              all
                information, supporting documentation and explanations in their respective
                possession or control relating to the Target Companies (including
                access
                at all reasonable times to all relevant books and records, and reasonable
                cooperation and assistance from
                employees);

            


    

     

    
      	(b)  	
              such
                copies (including electronic copies) (at the other's expense) of
                the
                relevant books and records and such other assistance as may be reasonably
                requested by the other to facilitate the agreement of the Final Completion
                Statement.

            


    

     

    Each
      of Kerr-McGee and the Buyer hereby agrees to use reasonable endeavours not
      to
      take any action which would impede or delay the agreement of the Final
      Completion Statement or the determination of the Total Consideration in the
      manner and using the methods required by this Agreement.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    9.10  For
      the avoidance of doubt, nothing in clause 9.9 shall entitle Kerr-McGee or the
      Buyer or any of their respective advisers to have access to any correspondence
      between Kerr-McGee and its advisers or the Buyer and its advisers, as the case
      may be, concerning disputes or potentially disputed items in the Final
      Completion Statement.

     

    9.11  Kerr-McGee
      shall, within five (5) Business Days after receipt of a demand in respect
      thereof and evidence of the calculation thereof, pay to the Buyer (by way,
      so
      far as possible, of adjustment to the consideration for the sale of the Shares)
      an amount equal to any amount payable by the Asset Sellers pursuant to
      paragraph 3.5 of Schedule 8 to the Asset Sale Agreements provided
      however that no amount shall be payable by Kerr-McGee hereunder on any date
      prior to the due date for payment pursuant to such paragraph 3.5. The
      Buyer
      shall within two (2) Business Days of payment of an amount to the Asset Sellers
      pursuant to paragraph 3.5 of Schedule 8 to the Asset Sale Agreements,
      pay an amount equal to such payment to Kerr-McGee (by way, so far as possible,
      of adjustment to the consideration for the sale of the Shares). 

     

    10.  Information,
      Records and Assistance Post Completion

     

    10.1  Each
      of Kerr-McGee and the Buyer shall provide (and upon reasonable request procure
      that its respective Affiliates provide) the other with reasonable access to
      (and
      the right, at the cost of the Party making the request, to take copies of)
      the
      books, accounts and all other records held by any member of the Buyer Group
      or
      the Kerr-McGee Group respectively after Completion to the extent that such
      books, accounts and records relate to the Target Companies and to the period
      up
      to Completion (the Records).
      This obligation is subject to:

     

    
      	(a)  	
              the
                provisions of clause 23;

            


    

     

    
      	(b)  	
              the
                person seeking access providing reasonable justification that the
                same is
                required;

            


    

     

    
      	(c)  	
              access
                being given only during working hours and at a time acceptable to
                the
                holder of the relevant Records;

            


    

     

    
      	(d)  	
              the
                provisions of the Tax Covenant; 

            


    

     

    
      	(e)  	
              any
                restrictions on access imposed by law or the terms of any agreement;
                and
                

            


    

     

    
      	(f)  	
              any
                claim for legal privilege. 

            


    

     

    10.2  For
      a period of seven years following the Completion Date, neither Kerr-McGee nor
      the Buyer shall dispose of or destroy (and each shall procure that its
      respective Affiliates do not dispose of or destroy) any of the Records without
      first giving the other at least two months’ notice of its intention to do so and
      giving the other a reasonable opportunity to remove and retain any of them
      (at
      that other person’s expense).

     

    10.3  Without
      prejudice to any information, access or assistance required under clauses
9.8,
      9.9
      or 13.5,
      the Buyer shall (and shall procure that each member of the Buyer Group shall),
      at the Buyer’s expense (other than reasonable out of pocket costs properly
      incurred by it, which will be borne by Kerr-McGee) and on reasonable notice
      from
      Kerr-McGee, give such assistance to any member of the Kerr-McGee Group as
      Kerr-McGee may reasonably request in relation to any third party proceedings
      by
      or against any member of the Kerr-McGee Group so far as the same relate to
      the
      Target Companies, including solely in relation to any third party proceedings
      against any member of the Kerr-McGee Group, proceedings relating to taxation.
      

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    10.4  This
      clause 10
      shall not apply to the process for ascertaining the Final Completion Statement
      or in relation to any investigation of any actual or potential claim or dispute
      in connection with this Agreement.

     

    10.5  The
      following principles shall apply in respect of post Completion exercises of
      options:

     

    
      	(a)  	
              in
                the event of any exercise of an option or vesting of an award held
                by an
                Employee or former Employee under either of the Share Plans (a
                Share
                Plan Event),
                Kerr-McGee shall within five Business Days give notice of that fact
                to the
                Buyer and provide the Buyer with all information reasonably required
                to
                calculate the amount of any Employee Tax Liability that will arise
                as a
                result of that exercise or vesting, including the amount of employment
                income arising to that Employee or former Employee, the date by which
                any
                Employee Tax Liability in respect of that exercise or vesting must
                be paid
                to HMRC and whether that Employee or former Employee has entered
                into a
                joint election under paragraph 3B of Schedule 1 to the Social Security
                Contributions and Benefits Act 1992 or an agreement under paragraph
                3A of
                Schedule 1 to that Act in relation to that exercise or
                vesting;

            


    

     

    
      	(b)  	
              in
                relation to each Share Plan Event, the Buyer shall procure that the
                member
                of the Buyer Group (the Relevant
                Company)
                that employs or employed the Employee or former Employee concerned
                gives
                notice to Kerr-McGee of the amount of the Employee Tax Liability
                to be
                accounted for in respect of the applicable exercise or vesting within
                five
                Business Days after the giving of the notice, referred to in clause
                10.5(a);

            


    

     

    
      	(c)  	
              in
                relation to each Share Plan Event, Kerr-McGee shall, to the extent
                Kerr-McGee is allowed to recover the Employee Tax Liability in accordance
                with the rules of the Share Plans and any grant documentation, recover
                from the Employee or former Employee concerned the maximum Employee
                Tax
                Liability that is payable by an Employee in relation to that exercise
                or
                vesting (the Recovered
                Amount)
                and the Buyer shall procure that the Relevant Company will provide
                any
                assistance to Kerr-McGee in relation to that recovery as shall be
                reasonably requested by Kerr-McGee and permitted by
                law;

            


    

     

    
      	(d)  	
              in
                relation to each Share Plan Event, Kerr-McGee shall pay an amount
                equal to
                the Recovered Amount to the Relevant Company not less than five Business
                Days before the date on which that liability must be accounted for
                to
                HMRC;

            


    

     

    
      	(e)  	
              in
                relation to each Share Plan Event, the Buyer shall procure that the
                Relevant Company will account for the relevant Employee Tax Liability
                to
                HMRC on or before the date referred to in clause 10.5(d) or, if later,
                on
                or before the fifth Business Day after the date on which the relevant
                Employee Tax Liability payment is received by it from Kerr-McGee
                under
                clause 10.5(d), in either case expressly acting (if necessary under
                the
                relevant legislation) as agent of
                Kerr-McGee;

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    
      	(f)  	
              in
                relation to each Share Plan Event, Kerr-McGee shall provide the Buyer
                with
                all information reasonably required to be reported to HMRC in relation
                to
                that exercise or vesting within the appropriate time;
                

            


    

     

    
      	(g)  	
              in
                this clause 10.5, Employee
                Tax Liability
                means any income tax and primary and, if applicable, secondary Class
                1
                National Insurance contributions payable by an Employee or former
                Employee
                and for which a Relevant Company is liable to account under PAYE;
                and
                Share
                Plan
                has the same meaning as in paragraph 7,
                Part G
                of Schedule 2.

            


    

     

    10.6  The
      Buyer intends to ensure that the gross remuneration of the Employees (including,
      but not limited to awards under any long-term incentive plan) is not adversely
      affected as a result of this transaction.

     

    10.7  Certain
      systems and services used by the Target Companies are currently provided, or
      have been provided in the normal course of business during the 12 months prior
      to the date of this Agreement, for or procured by retained companies in the
      Kerr-McGee Group (the Services).
      Arrangement for the ongoing provision of the Services will be set out in a
      transitional service agreement to be negotiated in good faith between the
      Parties following signature of this Agreement and prior to the Completion Date
      (the TSA).
      The Services shall in particular include (without limitation): (i) crude oil
      sales and trading (in particular then-current trading data), (ii) treasury,
      (iii) corporate taxation and accounting, (iv) support of the Target Companies
      by
      Kerr-McGee expatriate employees (in particular in relation to obtaining DTI
      operational approval for the business of the Target Companies), (v) information
      technology services (in particular provided on the basis of Oracle, PeopleSoft
      and Livelink systems), and (vi) reasonable access to relevant staff, data and
      records. The Services will be provided or procured by companies of the
      Kerr-McGee Group to the Target Companies for 12 months after Completion Date
      (subject to termination, without penalty, of any Service by the Buyer on no
      less
      than 30 days' prior written notice), for a service charge of an amount to be
      agreed but calculated as being reflective of the anticipated direct costs
      incurred by the Kerr-McGee Group (without any mark up) in providing them. The
      costs of third parties’ consent to authorise Kerr-McGee to provide the Services,
      if any, shall be shared between the Buyer and Kerr-McGee on an equal basis.
      All
      costs incurred by the Buyer in relation to acquiring its own systems and
      services to replace the Services will be borne exclusively by the Buyer. The
      Services shall be provided to a standard at least as high as provided to the
      Target Companies in the 12 months prior to the date of this Agreement but
      recognising that the relevant service provider (if a member of the Kerr-McGee
      Group) is not in the business of providing the Services on a commercial
      arms-length basis. The TSA shall include an agreed migration plan for the Target
      Companies' migration away from the information technology systems of the
      Kerr-McGee Group. From the date of this Agreement until the Completion Date
      (and
      thereafter in accordance with the terms of the TSA), Kerr-McGee shall provide
      or
      procure the provision to the Target Companies of reasonable access to its or
      members of the Kerr-McGee Group's (as applicable) relevant staff, data and
      records to facilitate the running of the business of the Target
      Companies.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    11.  Environment
      and Decommissioning

     

    11.1  The
      Buyer shall at its cost and expense perform and shall be responsible for any
      Losses and Expenses associated with decommissioning, abandonment, removing
      and
      making safe all plant, equipment and machinery, wells and other installations
      (including offshore installations, pipelines and submarine pipelines) and
      facilities relating to operations, activities or assets under or that are the
      subject of (a) any of the Licences and/or any Operating Agreement or
      other
      Licensed Interest Document whether incurred or required under or pursuant to
      any
      of the Licensed Interest Documents or under or pursuant to any statutory
      obligation, common law, international law, or international convention or any
      other obligation in connection with the Target Company Business; or (b) any
      former licences and/or each and any operating agreement, licensed interest
      document or other agreements to which a Target Company was, but no longer is,
      a
      party or any interests previously owned by a Target Company, whether such Losses
      and Expenses are incurred under or pursuant to any of such licensed interest
      documents or other agreements or under statutory, common law, international
      law,
      international convention
      or other obligation.

     

    11.2  The
      Buyer covenants that it shall indemnify (on an after-tax basis) and hold
      Kerr-McGee and its Connected Persons harmless against:

     

    
      	(a)  	
              any
                and all Losses and Expenses which Kerr-McGee or any of its Connected
                Persons incurs arising out of or in connection with the Decommissioning
                Liabilities regardless of whensoever such Decommissioning Liabilities
                may
                arise or may have arisen, regardless of whosoever is or was a licensee
                under the relevant licence or a party to the relevant operating agreement
                or owned or leased the relevant property and regardless of whether
                such
                Losses and Expenses arise as a consequence of negligence on the part
                of
                Kerr-McGee or any of its Connected Persons or any other operator
                or person
                provided that the Buyer shall not be required to reimburse Kerr-McGee
                for
                amounts spent by Kerr-McGee or any other person prior to the Completion
                Date
                in respect of Decommissioning Liabilities; and 

            


    

     

    
      	(b)  	
              any
                Losses and Expenses which Kerr-McGee or any of its Connected Persons
                incurs arising out of or in connection with the Environmental Liabilities
                regardless of whensoever such Environmental Liabilities may arise
                or may
                have arisen, regardless of whosoever is or was a licensee under the
                relevant licence or a party to the relevant operating agreement or
                owned
                or leased the relevant property and regardless of whether such Losses
                and
                Expenses arise
                as a consequence of negligence or breach of any Environmental Law
                on the
                part of Kerr-McGee or any of its Connected Persons or any other person
                provided that the Buyer shall not be required to reimburse Kerr-McGee
                for
                amounts spent by Kerr-McGee or any other person prior to the Completion
                Date in respect of Environmental
                Liabilities.

            


    

     

    11.3  Upon
      Kerr-McGee’s request from time to time, the Buyer will support any application
      by Kerr-McGee or any other member of the Kerr-McGee Group to obtain from the
      relevant authorities an irrevocable release of Kerr-McGee and/or any other
      member of the Kerr-McGee Group from its obligations and liabilities in
      connection with the Target Company Business under the Petroleum Act 1998 or
      other relevant statute, regulation, order or requirement of any competent
      authority or guideline, notice or demand served and issued or otherwise received
      under, pursuant or with reference thereto. Without prejudice to the foregoing,
      if, following the Completion Date, the Secretary of State requests that
      Kerr-McGee prepares and implements a programme or makes any requirement for
      or
      in respect of any part of the Decommissioning Liabilities, whether pursuant
      to
      the terms of the Petroleum Act 1998 or other relevant statute, regulation,
      order
      or requirement by any competent authority, guideline, notice or demand,
      Kerr-McGee shall do so in accordance with the requirements of the Petroleum
      Act
      1998 or other relevant statute, regulation, order or guideline, notice or demand
      as the case may be, and all other relevant statutes, regulations, orders,
      guidelines requirements, notices or demands and the indemnity in clause
11.2
      shall extend to all Losses and Expenses incurred by or on behalf of Kerr-McGee
      in the preparation and implementation of such programme. 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    11.4  The
      Buyer is hereby notified that detectable amounts of Hazardous Substances
      (including chemicals known to cause cancer, birth defects, and reproductive
      harm
      or any other harm) may be found in, on, or around the property of the Target
      Companies. In addition, the Buyer acknowledges that some oil field production
      equipment used in the Target Company Business may contain naturally occurring
      radioactive material (NORM),
      asbestos and/or other Hazardous Substances. In this regard, the Buyer expressly
      understands that NORM and/or other Hazardous Substances may affix or attach
      itself to the inside of wells, materials and equipment as scale or in other
      forms, and that wells, materials and equipment located on the assets of the
      Target Companies may contain NORM, asbestos and other Hazardous Substances
      and
      that materials containing NORM, asbestos and/or other Hazardous Substances
      may
      be buried or have been otherwise disposed of on or in or under the assets of
      the
      Target Companies. The Buyer also expressly understands that special procedures
      may be required for the removal and disposal of NORM, asbestos and other
      Hazardous Substances from the properties of the Target Companies where it may
      be
      found, and that the Buyer assumes all liability and responsibility for such
      activities.

     

    11.5  Kerr-McGee
      shall (and shall procure that any of its Connected Persons shall) make all
      reasonable endeavours to pursue claims and/or other remedies against any third
      parties (including insurers) who may have any liability to Kerr-McGee or any
      of
      its Connected Persons (other than the Target Companies) in respect of any
      Environmental Liabilities and/or Decommissioning Liabilities and/or any Losses
      and Expenses associated therewith.

     

    11.6  If
      Kerr-McGee becomes aware of any facts, matters or circumstances which could
      reasonably be expected to result in an E&D Claim being made (an E&D
      Matter),
      Kerr-McGee shall:

     

    
      	(a)  	
              promptly,
                and in any event within thirty (30) days of it becoming aware of
                the
                E&D Matter, give written notice thereof to the Buyer (and, thereafter,
                will keep the Buyer fully informed of all material developments relating
                thereto of which it becomes aware). Such written notice shall include
                to
                the extent available reasonable details of any actual or potential
                E&D
                Liabilities;

            


    

     

    
      	(b)  	
              not
                make (and procure that any relevant Connected Person shall not make)
                any
                admission of liability, agreement, compromise with or payment to
                any
                person, body or authority in relation to the E&D Matter without in
                good faith taking into consideration any requests which the Buyer
                may make
                regarding such E&D Matter; 

            


    

     

    11.7  Upon
      becoming aware of an E&D Matter, Kerr-McGee shall, subject to Kerr-McGee
      being indemnified by the Buyer against all reasonable out of pocket third party
      costs and expenses properly incurred in respect thereof:

     

    
      	(a)  	
              take
                (and shall procure that each relevant Connected Person shall take)
                such
                action as the Buyer may reasonably request to avoid, reduce, limit,
                minimise, resist, dispute, appeal, compromise or defend any E&D
                Liabilities and will act in good faith in responding to, defending,
                settling or otherwise dealing with any E&D
                Liabilities;

            


    

     

    
      	(b)  	
              if
                applicable, consult with the Buyer regarding any steps proposed to
                be
                taken (including any E&D Works to be undertaken) in respect of the
                relevant E&D Matter and not undertake any E&D Works at any
                property owned or operated by any Target Company without the Buyer’s prior
                written approval (not to be unreasonably withheld or
                delayed);

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    
      	(c)  	
              if
                applicable, give the Buyer (and/or its advisers) a reasonable opportunity
                to:

            


    

     

    
      	(i)  	
              attend
                any site visits or meetings;

            


    

     

    
      	(ii)  	
              comment
                in advance on any instruction, scope of work, specification, proposals,
                statements, reports or other material documents or correspondence;
                and

            


    

     

    
      	(iii)  	
              attend
                and inspect the carrying out of any E&D Works at any time whilst they
                are being carried out; and

            


    

     

    
      	(d)  	
              use
                all reasonable efforts to avoid disruption to the business of the
                Buyer or
                the Target Company Business.

            


    

     

    11.8  Failure
      of Kerr-McGee to give notice in accordance with clause 11.6(a)
      shall not relieve the Buyer of any of its obligations relating to any E&D
      Claim under this Agreement.

     

    12.  Sale
      of Assets and indemnity 

     

    12.1  The
      provisions of this clause 12
      shall only take effect once Completion has occurred.

     

    12.2  For
      the avoidance of doubt, clause 12.3
      shall not apply in respect of any Asset Losses or any other obligations, costs,
      changes, liabilities or expenses relating to or arising in connection with
      tax
      or amounts in respect of tax, in respect of which the provisions of the Tax
      Covenant shall apply.

     

    12.3  Subject
      to clause 12.4,
      Kerr-McGee shall indemnify the Buyer for any Asset Losses and any out-of-pocket
      third-party costs and expenses reasonably incurred by any member of the Buyer
      Group in performing obligations under the Asset Sale Agreements.

     

    12.4  The
      indemnity in clause 12.3
      is subject to the limitations and qualifications set out in Schedule 4
      relating to Claims.

     

    12.5  The
      Buyer shall and shall procure that each member of the Buyer Group shall, subject
      to Kerr-McGee indemnifying the Buyer against any reasonable out-of-pocket third
      party costs properly incurred thereby:

     

    
      	(a)  	
              take
                such actions as Kerr-McGee may reasonably
                request;

            


    

     

    
      	(b)  	
              keep
                Kerr-McGee promptly informed of any action taken by any person and
                any
                Benefits to which the Asset Sellers is or may become entitled and
                provide
                Kerr-McGee with such information, co-operation and assistance (including
                access at reasonable times to relevant records and cooperation and
                assistance from employees) as Kerr-McGee may reasonably
                request;

            


    

     

    
      	(c)  	
              allow
                Kerr-McGee to take over the conduct of any negotiations, discussions,
                actions or proceedings,

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    in
      relation to any of the rights of the Asset Buyer or the Asset Seller under
      the
      Asset Sale Agreements and not take any action or omit to take any action which
      might prejudice the Asset Seller’s rights and not assign, waive, amend or create
      any security interest over any of such rights. Without prejudice to the
      foregoing, the Buyer shall procure that the Asset Sellers shall deliver the
      Interim Completion Statement and the Final Completion Statement pursuant to
      clause 8 of the Asset Sale Agreements in a form and with a content approved
      by
      Kerr-McGee and take and only take such other action pursuant to such clause
      as
      Kerr-McGee may reasonably direct (in each case only in so far as this is
      consistent with the performance of the Asset Seller’s obligations under the
      Asset Sale Agreements). The Buyer shall, and shall procure that the Asset
      Sellers shall, (in each case only in so far as the Asset Sale Agreements permit
      the Asset Sellers to do so) provide such information, co-operation and
      assistance and access during working hours to records and personnel as
      Kerr-McGee may reasonably require in relation thereto, exercise the Asset
      Seller’s rights under such clause so as to allow Kerr-McGee to have access,
      copies and the co-operation of the Asset Buyer as specified thereunder and
      give
      Kerr-McGee full control over all discussions and negotiations in relation
      thereto and over the appointment and all dealings with the Nominated Independent
      Accountant referred to therein. For the avoidance of doubt, the Buyer shall
      procure that the Asset Sellers calculates and agrees all Taxation Adjustments
      (as defined in the Asset Sale Agreements), whether on an estimated basis or
      not,
      in accordance with the prior instructions of Kerr-McGee (but only in so far
      as
      this is consistent with the performance of the Asset Seller’s obligations under
      the Asset Sale Agreements). If the Buyer, the Asset Sellers or any other member
      of the Buyer Group or any of their respective Connected Persons receives or
      accrues any Benefits pursuant to the Asset Sale Agreements or in relation to
      any
      of the Assets, the Buyer shall procure that an amount equal to such Benefits
      is
      promptly paid by the Buyer to Kerr-McGee. 

     

    13.  Conduct
      of Claims

     

    13.1  If
      the Buyer or any member of the Buyer Group becomes aware of any claim or
      potential claim by a third party or any assessment, action or demand against
      it
      or any other matter (each a
      Third Party Claim)
      which could reasonably be expected to result in a Non-Tax Claim being made,
      the
      Buyer shall:

     

    
      	(a)  	
              promptly,
                and in any event within thirty (30) days of it becoming aware of
                it, give
                notice of such Third Party Claim to Kerr-McGee, stating the nature,
                basis
                and amount thereof, to the extent known, along with copies of the
                relevant
                documents evidencing such Third Party Claim, and use its reasonable
                endeavours to procure that Kerr-McGee and its representatives are
                given
                all reasonable facilities to investigate it at Kerr-McGee’s
                cost;

            


    

     

    
      	(b)  	
              not
                make (and procure that each member of the Buyer Group shall not make)
                any
                admission of liability, agreement, compromise with or payment to
                any
                person, body or authority in relation to that Third Party Claim without
                the prior written approval of
                Kerr-McGee;

            


    

     

    
      	(c)  	
              subject
                to the Buyer or the relevant member of the Buyer Group being indemnified
                by Kerr-McGee against all reasonable out-of-pocket third party costs
                and
                expenses properly incurred in respect
                thereof:

            


    

     

    
      	(i)  	
              take
                (and procure that each member of the Buyer Group or any Target Company
                shall take) such action as Kerr-McGee may reasonably request to avoid,
                resist, dispute, appeal, compromise or defend such Third Party Claim;
                and

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    
      	(ii)  	
              allow
                (and, as appropriate, procure that the relevant member of the Buyer
                Group
                shall allow) Kerr-McGee to take over the conduct of all proceedings
                and/or
                negotiations of whatsoever nature arising in connection with the
                Third
                Party Claim in question;
                and

            


    

     

    
      	(d)  	
              provide
                (and procure that the relevant member of the Buyer Group shall provide)
                such information and assistance (including access to personnel during
                working hours) of the Target Companies as Kerr-McGee may reasonably
                require in connection with the preparation for and conduct of any
                proceedings and/or negotiations relating to that Third Party Claim
                or
                otherwise in relation to that Third Party
                Claim.

            


    

     

    13.2  Without
      prejudice to clause 13.1
      and the provisions of the Tax Covenant, the Parties will use their reasonable
      best efforts to minimise Losses and Expenses from Third Party Claims (other
      than
      any Third Party Claims pursuant to the Tax Covenant) and will act in good faith
      in responding to, defending against, settling or otherwise dealing with such
      claims. 

     

    13.3  Without
      prejudice to paragraph 1 of Schedule 3,
      failure of the Buyer to give notice in accordance with clause 13.1(a)
      shall not relieve Kerr-McGee of any of its obligations relating to Non-Tax
      Claims under this Agreement.

     

    13.4  Whether
      or not Kerr-McGee has assumed the conduct of proceedings or negotiations (in
      accordance with clause 13.1(c)(ii)
      above),
      Kerr-McGee shall not be liable under any Non-Tax Claim for any admission of
      liability, agreement, compromise or payment that was consented to without
      Kerr-McGee’s prior written approval which relates to such Non-Tax
      Claim.

     

    13.5  If
      the Buyer makes a Non-Tax Claim or notifies Kerr-McGee of any Third Party Claim
      which could reasonably be expected to lead to such a claim being made, the
      Buyer
      shall
      at the Buyer’s cost:

     

    
      	(a)  	
              make
                available to accountants and other representatives appointed by Kerr-McGee
                such access to personnel, records and information as Kerr-McGee reasonably
                requests in connection with such Non-Tax Claim or Third Party
                Claim
                (other than any Third Party Claim which might give rise to any Tax
                Claim);
                and

            


    

     

    
      	(b)  	
              to
                the extent reasonably requested by Kerr-McGee, use all reasonable
                endeavours to procure that the auditors (both past and then current)
                relating to any relevant Target Company make available their audit
                working
                papers in respect of audits of the accounts of that Target Company
                for any
                accounting period relevant to such Non-Tax Claim or Third Party Claim
                (other than any Third Party Claim which might give rise to any Tax
                Claim).

            


    

     

    14.  No
      Rights of Rescission or Termination

     

    Without
      prejudice to any provision of this Agreement which expressly confers on the
      Buyer a right to terminate this Agreement in certain circumstances, the sole
      remedy of the Buyer for any breach of any of the Buyer Warranties or any other
      breach of this Agreement or any other Transaction Document by Kerr-McGee or
      any
      member of Kerr-McGee Group shall be an action for damages. The Buyer shall
      not
      be entitled to rescind or terminate this Agreement in any circumstances
      whatsoever (whether before or after Completion), other than pursuant to any
      such
      rights which arise in respect of fraudulent misrepresentation or which arise
      under clause 4 or clause 7. 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    15.  Payment
      of Inter-Company Payables and Receivables

     

    15.1  On
      the date on which payment is due under clause 9.6
      or 9.7:

     

    
      	(a)  	
              the
                Buyer shall procure that each Target Company pays to Kerr-McGee (for
                itself or, as the case may be, as agent for the members of the Kerr-McGee
                Group to which Completion Inter-Company Payables are owed) an amount
                in
                the applicable currency equal to each of the Completion Inter-Company
                Payables (if any) of each relevant Target Company which are owed
                to any
                member of the Kerr-McGee Group and the Completion Inter-Company Payable
                shall be treated as discharged to the extent of that payment;
                and

            


    

     

    
      	(b)  	
              Kerr-McGee
                shall (for itself or, as the case may be, as agent for each relevant
                member of the Kerr-McGee Group) pay to the Buyer (for itself or,
                as the
                case may be, as agent for the Target Companies to which Completion
                Inter-Company Receivables are owed) an amount in the applicable currency
                equal to each of the Completion Inter-Company Receivables (if any)
                of each
                Target Company which are owed by any member of the Kerr-McGee Group
                and
                the Completion Inter-Company Receivable
                shall be treated as discharged to the extent of that
                payment.

            


    

     

    16.  Guarantees
      and other Third party assurances

     

    16.1  The
      Buyer shall use all reasonable endeavours to procure that on or as soon as
      reasonably practicable after Completion each member of Kerr-McGee Group is
      released in full from all Third Party Assurances listed in Schedule 13
      given by such company in respect of obligations of any Target
      Company. 

     

    16.2  Without
      prejudice to clause 16.1:

     

    
      	(a)  	
              after
                Completion, the Buyer shall use its reasonable endeavours to procure
                that,
                as soon as reasonably practicable after becoming aware of any Third
                Party
                Assurance not listed in Schedule 13
                in respect of any obligations of any Target Company, each member
                of
                Kerr-McGee Group is released in full from such Third Party Assurance;
                and

            


    

     

    
      	(b)  	
              pending
                release of any Third Party Assurance referred to in clause 16.1
                or clause 16.2(a),
                the Buyer undertakes with Kerr-McGee (for itself and on behalf of
                each of
                Kerr-McGee’s Affiliates) to indemnify Kerr-McGee and each of its
                Affiliates against any and all Costs arising after Completion under
                or by
                reason of that Third Party Assurance (whether as a result of any
                breach by
                any Target Company after Completion of its obligations to which such
                Third
                Party Assurance relates or
                otherwise).

            


    

     

    16.3  After
      Completion, Kerr-McGee shall use its reasonable endeavours to procure that,
      as
      soon as reasonably practicable after becoming aware of any Third Party Assurance
      in respect of any obligations of any member of Kerr-McGee Group, each Target
      Company is released in full from such Third Party Assurance. 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    16.4  Kerr-McGee
      (for itself and on behalf of each of Kerr-McGee’s Affiliates) undertakes with
      the Buyer (for itself and on behalf of each of the Buyer's Affiliates) to
      indemnify the Buyer and each of its Affiliates against any and all Costs arising
      after Completion under or by reason of any Third Party Assurance in respect
      of
      any obligations of any member of the Kerr-McGee Group (whether as a result
      of
      any breach by any member of Kerr-McGee Group after Completion of its obligations
      to which such Third Party Assurance relates or otherwise).

     

    16.5  Kerr-McGee
      shall indemnify and keep indemnified the Buyer and each of its Affiliates
      against any and all costs arising in respect of any liability incurred by the
      Buyer or any member of the Buyer's Group in relation to the payment of any
      bonuses to any Employee, contractor or consultant in connection with the sale
      of
      KM Norway and KM GB.

     

    16.6  Kerr-McGee
      will perform and discharge all its obligations in respect of all the US
      Expatriate Employees including, without limitation, any obligation to discharge
      bonus and incentive payments, holiday pay and any other remuneration or
      liability, including, but not limited to, any costs associated with the
      repatriation of the US Expatriate Employees. If the US Expatriate Employees'
      employment transfers to Kerr-McGee North Sea (UK) Limited, Kerr-McGee
      indemnifies the Buyer and any member of the Buyer's Group against all costs
      associated with the termination of the US Expatriate Employees’
      employment.

     

    17.  Tax

     

    17.1  Kerr-McGee
      and the Buyer shall, with effect from Completion, comply with the provisions
      of
Schedule 8
      (Tax Covenant).

     

    17.2  All
      sums payable under this Agreement shall be paid free and clear of all deductions
      or withholdings whatsoever save only as provided in this Agreement or as may
      be
      required by law.

     

    17.3  All
      sums payable under this Agreement are (unless expressly stated otherwise)
      exclusive of any applicable VAT.

     

    18.  Insurance

     

    18.1  Subject
      to clause 18.2,
      upon Completion, all insurance cover provided in relation to the Target
      Companies by the Kerr-McGee Group under all Kerr-McGee Group Insurance Policies
      (whether under policies maintained with third party insurers or other members
      of
      the Kerr-McGee Group) shall cease and the Buyer shall procure that no Target
      Company or member of the Buyer Group shall make any claim under any such
      policies in relation to any event, fact, circumstance or matter arising before
      or after Completion other than the pursuit of any claims notified by or on
      behalf of any Target Company before Completion. Kerr-McGee shall be entitled
      to
      make arrangements with its insurers to reflect the principle of this
      clause 18.1.
      In relation to the occurrence-based employers’ liability insurance this
      insurance shall from Completion be cancelled as to post-Completion
      exposure.

     

    18.2  Nothing
      in clause 18.1
      shall prevent the Target Companies from continuing after the Effective Date
      and
      after Completion to have the benefit of all Target Company Insurance Policies
      to
      the extent permitted by their current terms. No member of the Kerr-McGee Group
      shall have any interest or right in, or in respect of, any Target Company’s
      rights under any such insurance.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    18.3  In
      respect of any pre-Completion exposure under any Target Company Insurance Policy
      Kerr-McGee shall not, and shall procure that none of the Kerr-McGee Group shall,
      at any time between the date hereof and Completion (or after the date hereof
      in
      the case of employers’ liability insurance contracts where a Target Company is
      an insured party), cancel, assign or change such insurances or do any such
      act
      (or deliberately omit to take any action required by the policy knowing that
      the
      omission could have the result) such that any Target Company ceases to have
      the
      continuing right after Completion to be insured and to claim under such
      insurances in respect of such pre-Completion exposure, or which would render
      any
      such insurance, or any claim by any Target Company under it, void or voidable
      or
      liable to termination for breach of contract. For the avoidance of doubt,
      Kerr-McGee shall not be restricted from cancelling the occurrence-based
      employers’ liability insurance in relation to any post-Completion
      exposure.

     

    18.4  

     

    
      	(a)  	
              The
                Buyer or any member of the Buyer Group shall not be entitled to any
                proceeds received by any member of Kerr-McGee Group under any Kerr-McGee
                Group Insurance Policy to the extent that such proceeds relate to
                a claim
                in respect of:

            


    

     

    
      	(i)  	
              a
                matter other than the carrying on of the business of the Target Companies
                prior to Completion;

            


    

     

    
      	(ii)  	
              any
                loss of profits arising in a period prior to the Effective Date;
                and

            


    

     

    
      	(iii)  	
              any
                matters for which Kerr-McGee or a member of Kerr-McGee Group has
                already
                reimbursed the relevant Target Company or for which payment has been
                made
                to any member of the Buyer Group pursuant to the terms of this Agreement
                or any other Transaction Document;

            


    

     

    
      	(b)  	
              Nothing
                in this clause 18
                shall prevent any member of Kerr-McGee Group from making any claim
                and
                receiving and retaining the proceeds under any Kerr-McGee Group Insurance
                Policy to the extent that it relates to a loss suffered or incurred
                by
                such member.

            


    

     

    18.5  Any
      deductible or excess applicable to any claim by the Target Companies under
      the
      Kerr-McGee Group Insurance Policies in accordance with clause 18
      or the Target Company Insurance Policies shall be for the account of the
      Buyer.

     

    19.  Changes
      of name

     

    19.1  The
      Buyer acknowledges that, as between the Buyer and Kerr-McGee, Kerr-McGee and/or
      its Affiliates have the absolute and exclusive proprietary right to all trade
      or
      service names or marks, business names, logos or domain names incorporating
      the
      word “Kerr-McGee” or any derivation thereof and any corporate symbols or logos
      related thereto. The Buyer agrees that it will not, and will cause its
      Affiliates not to, use the word “Kerr-McGee” or any symbol or logo incorporating
      any such word in connection with the sale of any goods or services or otherwise
      in the conduct of its or their businesses.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    19.2  Without
      prejudice to the foregoing, the Buyer undertakes to Kerr-McGee to procure
      that:

     

    
      	(a)  	
              as
                soon as reasonably practicable after the Completion Date and in any
                event
                within 60 (sixty) days afterwards, the name of any Target Company
                which
                consists of or incorporates the word “Kerr-McGee” is changed to a name
                which does not include the word “Kerr-McGee” or any name which, in the
                reasonable opinion of Kerr-McGee, is substantially or confusingly
                similar;

            


    

     

    
      	(b)  	
              as
                soon as reasonably practicable after the Completion Date and in any
                event
                within 60 (sixty) days afterwards, the Target Companies shall cease
                in any
                manner whatsoever to use or display any trade or service name or
                mark,
                business name, logo or domain name used or held by any member of
                Kerr-McGee Group or trade or service name or mark, business name,
                logo or
                domain name which, in the reasonable opinion of Kerr-McGee, is
                substantially or confusingly similar to any of them.
                

            


    

     

    20.  Guarantees

     

    20.1  The
      Kerr-McGee Guarantor, as primary obligor, unconditionally and irrevocably
      guarantees, by way of continuing guarantee to the Buyer, the payment and
      performance by Kerr-McGee, when due, of all amounts and obligations under the
      Transaction Documents. This guarantee shall remain in full force and effect
      until all such amounts and obligations have been irrevocably paid and discharged
      in full.

     

    20.2  The
      Kerr-McGee Guarantor's obligations under this clause:

     

    
      	(a)  	
              constitute
                direct, primary and unconditional obligations to pay on demand by
                the
                Buyer any sum which Kerr-McGee is liable to pay under this Agreement
                and
                to perform on demand any obligation of Kerr-McGee under this Agreement
                without requiring the Buyer first to take any steps against Kerr-McGee
                or
                any other person; and

            


    

     

    
      	(b)  	
              shall
                not be affected by any matter or thing which but for this provision
                might
                operate to affect or prejudice those obligations,
                including:

            


    

     

    
      	(i)  	
              any
                time or indulgence granted to, or composition with, Kerr-McGee or
                any
                other person; or

            


    

     

    
      	(ii)  	
              any
                amendment of this Agreement; or

            


    

     

    
      	(iii)  	
              the
                taking, variation, renewal or release of, or refusal or neglect to
                perfect
                or enforce, any right, remedy or security against Kerr-McGee or any
                other
                person; or

            


    

     

    
      	(iv)  	
              any
                legal limitation, disability or other circumstance relating to Kerr-McGee
                or any unenforceability or invalidity of any obligation of Kerr-McGee
                under this Agreement.

            


    

     

    20.3  The
      Kerr-McGee Guarantor warrants that:

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    
      	(a)  	
              it
                is validly incorporated, in existence and duly registered under the
                laws
                of its jurisdiction and has full power to conduct its business as
                conducted at the date of this
                Agreement;

            


    

     

    
      	(b)  	
              it
                has obtained all corporate authorisations and (other than, in the
                period
                prior to Completion, to the extent relevant to the Conditions Precedent)
                all other applicable governmental, statutory, regulatory or other
                consents, licences, authorisations, waivers or exemptions required
                to
                empower it to enter into and perform its obligations under this Agreement
                and any other Transaction Document to which it is (or is proposed
                to be) a
                party;

            


    

     

    
      	(c)  	
              this
                Agreement and any other Transaction Document which are to be entered
                into
                by it will, when executed, constitute its valid and binding
                obligations;

            


    

     

    
      	(d)  	
              entry
                into and performance by it of this Agreement and any other Transaction
                Document to which it is a party will not violate or conflict with
                the
                provisions of its memorandum and articles of association, certificate
                of
                incorporation, by-laws, or in any way that would materially and adversely
                affect its ability to enter into or perform its obligations under
                this
                Agreement and any other Transaction Document to which it is a
                party;

            


    

     

    
      	(e)  	
              subject
                to fulfilment of the Conditions Precedent neither entry into this
                Agreement nor entry into, and implementation of, the Proposed Transaction
                will:

            


    

     

    
      	(i)  	
              result
                in violation or breach of any applicable laws or regulations in any
                relevant jurisdiction; or

            


    

     

    
      	(ii)  	
              amount
                to a violation or default with respect to any statute, regulation,
                order,
                decree or judgment of any court or any governmental or regulatory
                authority in any jurisdiction;

            


    

     

    which,
      in each case, would materially and adversely affect its ability to enter into
      or
      perform its obligations under this Agreement and any other Transaction Document
      to which it is a party;

     

    
      	(f)  	
              neither
                entry into this Agreement nor entry into, and implementation of,
                the
                Proposed Transaction will (subject to fulfilment of the Conditions
                Precedent) result in a requirement for it to obtain any consent or
                approval, or give any notice to or make any registration with, any
                governmental regulatory or other authority which has not been obtained
                or
                made as at the date of this
                Agreement;

            


    

     

    
      	(g)  	
              no
                order has been made, petition presented (and not withdrawn within
                20 days)
                or meeting convened for its winding up, or for the appointment of
                any
                provisional liquidator (or equivalent in the jurisdiction of its
                incorporation), and the Kerr-McGee Guarantor has not received any
                written
                notice threatening such an order, petition or meeting;
                

            


    

     

    
      	(h)  	
              no
                administrator or receiver (including any administrative receiver
                or the
                equivalent to an administrator, receiver or administrative receiver
                in the
                relevant jurisdiction) has been appointed in respect of it or the
                whole or
                any material part of its property, assets and/or undertaking, and
                it has
                not received any written notice threatening such an
                appointment;

            


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    
      	(i)  	
              it
                has not made any compromise or arrangement with any of its
                creditors;

            


    

     

    
      	(j)  	
              it
                has not stopped or suspended payment of its debts, become unable
                to pay
                its debts or otherwise become insolvent in any competent
                jurisdiction;

            


    

     

    
      	(k)  	
              no
                circumstances have arisen which entitle any person to take any action,
                appoint any person, commence any proceedings or obtain any order
                of a type
                mentioned in any of the subparagraphs (g) to (j) above in any competent
                jurisdiction. 

            


    

     

    20.4  The
      Buyer Guarantor, as primary obligor, unconditionally and irrevocably guarantees,
      by way of continuing guarantee to Kerr-McGee, the payment and performance by
      the
      Buyer, when due, of all amounts and obligations under the Transaction Documents.
      This guarantee shall remain in full force and effect until all such amounts
      and
      obligations have been irrevocably paid and discharged in full.

     

    20.5  The
      Buyer Guarantor's obligations under this clause:

     

    
      	(a)  	
              constitute
                direct, primary and unconditional obligations to pay on demand by
                Kerr-McGee any sum which the Buyer is liable to pay under this Agreement
                and to perform on demand any obligation of the Buyer under this Agreement
                without requiring Kerr-McGee first to take any steps against the
                Buyer or
                any other person; and

            


    

     

    
      	(b)  	
              shall
                not be affected by any matter or thing which but for this provision
                might
                operate to affect or prejudice those obligations,
                including:

            


    

     

    
      	(i)  	
              any
                time or indulgence granted to, or composition with, the Buyer or
                any other
                person; or

            


    

     

    
      	(ii)  	
              any
                amendment of this Agreement; or

            


    

     

    
      	(iii)  	
              the
                taking, variation, renewal or release of, or refusal or neglect to
                perfect
                or enforce, any right, remedy or security against the Buyer or any
                other
                person; or

            


    

     

    
      	(iv)  	
              any
                legal limitation, disability or other circumstance relating to the
                Buyer
                or any unenforceability or invalidity of any obligation of the Buyer
                under
                this Agreement.

            


    

     

    20.6  The
      Buyer Guarantor warrants that:

     

    
      	(a)  	
              it
                is validly incorporated, in existence and duly registered under the
                laws
                of its jurisdiction and has full power to conduct its business as
                conducted at the date of this
                Agreement;

            


    

     

    
      	(b)  	
              it
                has obtained all corporate authorisations and (other than, in the
                period
                prior to Completion, to the extent relevant to the Conditions Precedent)
                all other applicable governmental, statutory, regulatory or other
                consents, licences, authorisations, waivers or exemptions required
                to
                empower it to enter into and perform its obligations under this Agreement
                and any other Transaction Document to which it is (or is proposed
                to be) a
                party;

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    
      	(c)  	
              this
                Agreement and any other Transaction Document which are to be entered
                into
                by it will, when executed, constitute its valid and binding
                obligations;

            


    

     

    
      	(d)  	
              entry
                into and performance by it of this Agreement and any other Transaction
                Document to which it is a party will not violate or conflict with
                the
                provisions of its memorandum and articles of association, certificate
                of
                incorporation, by-laws, or in any way that would materially and adversely
                affect its ability to enter into or perform its obligations under
                this
                Agreement and any other Transaction Document to which it is a
                party;

            


    

     

    
      	(e)  	
              subject
                to fulfilment of the Conditions Precedent neither entry into this
                Agreement nor entry into, and implementation of, the Proposed Transaction
                will:

            


    

     

    
      	(i)  	
              result
                in violation or breach of any applicable laws or regulations in any
                relevant jurisdiction; or

            


    

     

    
      	(ii)  	
              amount
                to a violation or default with respect to any statute, regulation,
                order,
                decree or judgment of any court or any governmental or regulatory
                authority in any jurisdiction;

            


    

     

    which,
      in each case, would materially and adversely affect its ability to enter into
      or
      perform its obligations under this Agreement and any other Transaction Document
      to which it is a party;

     

    
      	(f)  	
              neither
                entry into this Agreement nor entry into, and implementation of,
                the
                Proposed Transaction will (subject to fulfilment of the Conditions
                Precedent) result in a requirement for it to obtain any consent or
                approval, or give any notice to or make any registration with, any
                governmental regulatory or other authority which has not been obtained
                or
                made as at the date of this
                Agreement;

            


    

     

    
      	(g)  	
              no
                order has been made, petition presented (and not withdrawn within
                20 days)
                or meeting convened for its winding up or for the appointment of
                any
                provisional liquidator (or equivalent in the jurisdiction of its
                incorporation), and the Buyer Guarantor has not received any written
                notice threatening such an order, petition or meeting; 

            


    

     

    
      	(h)  	
              no
                administrator or receiver (including any administrative receiver
                or the
                equivalent to an administrator, receiver or administrative receiver
                in the
                relevant jurisdiction) has been appointed in respect of it or the
                whole or
                any material part of its property, assets and/or undertaking, and
                it has
                not received any written notice threatening such an
                appointment;

            


    

     

    
      	(i)  	
              it
                has not made any compromise or arrangement with any of its
                creditors;

            


    

     

    
      	(j)  	
              it
                has not stopped or suspended payment of its debts, become unable
                to pay
                its debts or otherwise become insolvent in any competent
                jurisdiction;

            


    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    
      	(k)  	
              no
                circumstances have arisen which entitle any person to take any action,
                appoint any person, commence any proceedings or obtain any order
                of a type
                mentioned in any of the subparagraphs (g)
                to (j)
                above
                in any competent jurisdiction. 

            


    

     

    21.  Payments

     

    21.1  Any
      payment to be made pursuant to this Agreement or any of the other Transaction
      Documents by the Buyer or any member of the Buyer Group shall be made to
      Kerr-McGee’s Account, or such other account as Kerr-McGee shall nominate in
      writing, in cash in immediately available funds by electronic transfer in United
      States Dollars unless otherwise agreed on the due date for payment. All payments
      made or received in currencies other than United States Dollars shall be
      converted into United States Dollars at the Exchange Rate. Kerr-McGee agrees
      to
      pay each member of Kerr-McGee Group that part of each payment to which it is
      entitled. Receipt of such sums in the relevant bank account shall be an
      effective discharge of the obligation of the Buyer or any member of the Buyer
      Group to pay such sums to Kerr-McGee or a member of Kerr-McGee Group, as the
      case may be, and neither the Buyer nor any member of the Buyer’s Group shall be
      concerned to see to the application or be answerable for loss or misapplication
      of such amount.

     

    21.2  Any
      payment to be made pursuant to this Agreement or any of the other Transaction
      Documents by Kerr-McGee or any member of Kerr-McGee Group shall be made to
      the
      Buyer’s Account, or such other account as the Buyer shall nominate in writing,
      in cash in immediately available funds by electronic transfer in United States
      Dollars unless otherwise agreed on the due date for payment. All payments made
      or received in currencies other than United States Dollars shall be converted
      into United States Dollars at the Exchange Rate. The Buyer agrees to pay each
      member of the Buyer Group that part of each payment to which it is entitled.
      Receipt of such sums in the relevant bank account shall be an effective
      discharge of the obligation of Kerr-McGee or any member of Kerr-McGee Group
      to
      pay such sums to the Buyer or a member of the Buyer Group, as the case may
      be,
      and neither Kerr-McGee nor any member of Kerr-McGee Group shall be concerned
      to
      see to the application or be answerable for loss or misapplication of such
      amount.

     

    21.3  Where,
      in this Agreement, any date is specified as being the due date for payment
      and
      payment is not made on that date, simple interest calculated on the basis of
      a
      360 day year shall be paid on the amount outstanding on a daily basis (after
      as
      well as before any judgement) from the start of the due date to the end of
      the
      day preceding the date of actual payment at the rate of three per cent (3%)
      per
      annum above the Reference Interest Rate.

     

    22.  Announcements

     

    No
      Party (Announcing
      Party)
      shall make a public announcement or statement regarding the execution or
      existence of this Agreement without the prior agreement of (if the Announcing
      Party is Kerr-McGee or Kerr-McGee Guarantor) the Buyer or (if the Announcing
      Party is the Buyer) Kerr-McGee, such agreement not to be unreasonably withheld
      or delayed; provided, however, that any such Party may make any public
      disclosure it believes, in good faith, is required by applicable law including
      the rules and regulations of any applicable stock exchange or governmental
      or
      regulatory authority (in which case the disclosing Party shall use its
      reasonable endeavours to advise each other Party prior to making such
      disclosure). 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    23.  Confidentiality

     

    23.1  For
      the purposes of this clause 23:

     

    
      	(a)  	
              Confidential
                Information means:

            


    

     

    
      	(i)  	
              (in
                relation to the obligations of the Buyer under this clause 23)
                any information received or held by the Buyer (or any of its
                Representatives) where such information relates to the Kerr-McGee
                Group
                or, prior to Completion, any of the Target Companies, and the Buyer
                shall
                be the Recipient
                Party,
                and Kerr-McGee shall be the Disclosing
                Party,
                in respect of such information; or

            


    

     

    
      	(ii)  	
              (in
                relation to the obligations of Kerr-McGee and the Kerr-McGee Guarantor
                under this clause 23)
                any information received or held by Kerr-McGee or Kerr-McGee Guarantor
                (or
                any of its Representatives) where such information relates to the
                Buyer
                Group or, following Completion, any of the Target Companies, and
                Kerr-McGee or the Kerr-McGee-Guarantor (as the case may be) shall
                be the
                Recipient
                Party,
                and the Buyer shall be the Disclosing
                Party,
                in respect of such information; and

            


    

     

    
      	(iii)  	
              information
                relating to the provisions and subject matter of, and negotiations
                leading
                to, this Agreement and any other Transaction
                Document;

            


    

     

    and
      includes not only written information but information transferred or obtained
      orally, visually, electronically or by any other means; and

     

    
      	(b)  	
              Representatives
                means, in relation to a Party, its respective Affiliates and the
                directors, officers, employees, agents, external legal advisers,
                accountants, consultants and financial advisers of that Party and/or
                of
                its respective Affiliates.

            


    

     

    23.2  Each
      Party undertakes that it shall (and shall procure that each of its
      Representatives shall) maintain Confidential Information in confidence and
      not
      disclose that Confidential Information to any person except as permitted by
      this
      clause 23
      or envisaged in the Tax Covenant or with the prior written approval of the
      other
      relevant Disclosing Party.

     

    23.3  The
      confidentiality obligation under clause 23.2
      shall not apply if and to the extent that the Recipient Party can demonstrate
      that:

     

    
      	(a)  	
              such
                disclosure is required by law or regulation or by any stock exchange
                or
                any regulatory, governmental or antitrust body (including, for the
                avoidance of doubt, any tax authority) having applicable jurisdiction
                (provided that, in such circumstances, the disclosing Recipient Party
                shall first inform the Disclosing Party of its intention to disclose
                such
                information and take into account the reasonable comments of the
                Disclosing Party);

            


    

     

    
      	(b)  	
              the
                Confidential Information concerned was lawfully in the relevant Recipient
                Party’s possession or the possession of any of its Representatives (in
                either case as evidenced by written records) and not subject to any
                obligation of secrecy on its part prior to its being received or
                held as
                described in clause 23.2;

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    
      	(c)  	
              the
                Confidential Information concerned has come into the public domain
                other
                than through its fault (or that of its Representatives) or the fault
                of
                any person to whom such Confidential Information has been disclosed
                in
                accordance with this clause 23.3;
                or

            


    

     

    
      	(d)  	
              the
                disclosure is required for the purpose of any arbitral or judicial
                proceedings arising out of this Agreement or any other Transaction
                Document.

            


    

     

    23.4  Each
      Party undertakes that it (and its Affiliates) shall only disclose Confidential
      Information to Representatives if it is reasonably required for the purposes
      of
      exercising the rights or performing the obligations under this Agreement or
      any
      other Transaction Document and only if the Representatives are informed of
      the
      confidential nature of the Confidential Information.

     

    23.5  If
      this Agreement is terminated in accordance with its terms, the Recipient Party
      shall as soon as practicable on request by the Disclosing Party:

     

    
      	(a)  	
              return
                to the Recipient Party all written documents and other materials
                relating
                to the Disclosing Party or the subject matter of this Agreement (including
                any Confidential Information) which have been provided to the Recipient
                Party (or its Representatives) by the Disclosing Party (or its
                Representatives) without keeping any copies
                thereof;

            


    

     

    
      	(b)  	
              destroy
                all information or other documents derived from such Confidential
                Information; and

            


    

     

    
      	(c)  	
              so
                far as it is practicable to do so, expunge such Confidential Information
                from any computer, word processor or other
                device.

            


    

     

    23.6  The
      provisions of this clause 23
      shall survive termination and/or Completion of this Agreement.

     

    23.7  With
      effect from the date of this Agreement, Maersk Olie og Gas AS and Kerr-McGee
      North Sea (U.K.) Limited shall be released from their respective obligations
      under the confidentiality agreement between them dated 21 June
      2005.

     

    24.  Further
      Assurance

     

    24.1  Kerr-McGee
      shall, from time to time on being required to do so by the Buyer, promptly
      and
      at the cost and expense of Kerr-McGee do or procure the doing of all such acts
      and/or execute or procure the execution of all such documents in a form
      satisfactory to the Buyer as the Buyer may reasonably consider necessary for
      giving full effect to this Agreement (or to such parts of it as remain operative
      after termination) and securing to the Buyer the full benefit of the rights,
      powers and remedies conferred by Kerr-McGee in this Agreement.

     

    24.2  The
      Buyer shall, from time to time on being required to do so by Kerr-McGee,
      promptly and at the cost and expense of the Buyer do or procure the doing of
      all
      such acts and/or execute or procure the execution of all such documents in
      a
      form satisfactory to Kerr-McGee as Kerr-McGee may reasonably consider necessary
      for giving full effect to this Agreement (or to such parts of it as remain
      operative after termination) and securing to Kerr-McGee the full benefit of
      the
      rights, powers and remedies conferred by the Buyer in this
      Agreement.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    25.  Costs

     

    25.1  Subject
      to clause 25.2
      and except as otherwise provided in this Agreement, each Party shall be
      responsible for its own costs, charges and other expenses (including in the
      case
      of Kerr-McGee the fees of banking, legal and other advisers in connection with
      the Asset Sale Transaction) incurred in connection with the negotiation,
      preparation, entering into and Completion of this Agreement and any other
      Transaction Document.

     

    25.2  Kerr-McGee
      shall bear any UK stamp duty or, stamp duty reserve tax (including interest
      and
      penalties thereon) payable on the stock transfer forms executed to effect the
      transfer of the shares in KM GB pursuant to this Agreement. The Buyer or its
      Affiliates shall bear all other stamp, notarisation fees or other documentary
      or
      transaction duties, stamp duty reserve tax and any other similar transfer taxes
      (including interest and penalties thereon|) arising in respect of the
      acquisition of the Shares
      or the Transaction Documents.

     

    26.  Notices

     

    26.1  Any
      notice pursuant to this Agreement may be given by facsimile transmission
      (promptly followed by a hard copy delivered in accordance with this clause
      26.1)
      or letter delivered to the Party to be served at the address stated in clause
      26.3
      or such other address as may be given for the purposes of this Agreement by
      written notice to the other Parties.

     

    26.2  A
      notice given by facsimile transmission shall be deemed to be served on the
      first
      (1st)
      Business Day following the date of dispatch but a notice sent by post or
      delivered personally shall not be deemed to be delivered until received. A
      notice sent by email shall be for information only and shall not be deemed
      to be
      served until served by facsimile transmission or letter in accordance with
      clause 26.1.
      

     

    26.3  The
      respective addresses for service are:

    

      
        	
                        Kerr-McGee:

              	
                Ninian
                  House

              
	 	
                Crawpeel
                  Road

              
	 	
                Altens

              
	 	
                Aberdeen

              
	 	
                AB12
                  3LG

              
	 	 
	 	
                Fax:
                  01224 242116

              
	 	 
	 	
                For
                  the attention of the Legal Director

              
	 	 
	 	
                With
                  a copy to and following Completion only to:

              
	 	 
	 	
                P.O.
                  Box 25861, MT-29

              
	 	
                123
                  Robert S. Kerr Ave.

              
	 	
                Oklahoma
                  City, OK, USA 73125

              
	 	 
	 	
                Fax:
                  (405) 270-3649

              
	 	 
	 	
                For
                  the attention of Kerr-McGee Corporation’s General
                  Counsel

              


      

      


      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

      
        	
                        Kerr-McGee

              	 
	
                        Guarantor:

              	
                P.O.
                  Box 25861, MT-29

              
	 	
                123
                  Robert S. Kerr Ave.

              
	 	
                Oklahoma
                  City, OK, USA 73125

              
	 	 
	 	
                Fax:
                  (405) 270-3649

              
	 	 
	 	
                For
                  the attention of the Kerr-McGee Guarantor's General
                  Counsel

              
	 	 
	
                        The
                  Buyer:

              	
                50
                  Esplanaden

              
	 	
                DK-1263
                  Copenhagen

              
	 	
                Denmark

              
	 	 
	 	
                Fax:
                  +45 33 63 3878

              
	 	 
	 	
                For
                  the attention of the Buyer Guarantor’s General Counsel

              
	 	 
	
                        Buyer

              	 
	
                        Guarantor

              	
                50
                  Esplanaden

              
	 	
                DK-1098
                  Copenhagen

              
	 	
                Denmark

              
	 	 
	 	
                Fax:
                  +45 33 63 3673

              
	 	 
	 	
                For
                  the attention of the Buyer’s General
                  Counsel

              


      
 

    26.4  A
      Party may notify another Party to this Agreement of a change to its name,
      relevant addressee, address or fax number for the purposes of this clause
26,
      provided that such notice shall only be effective on:

     

    
      	(a)  	
              the
                date specified in the notice as the date on which the change is to
                take
                place; or

            


    

     

    
      	(b)  	
              if
                no date is specified or the date specified is less than five (5)
                Business
                Days after the date on which notice is given, the date which is the
                fifth
                (5th)
                Business Day after notice of any change has been
                given.

            


    

     

    26.5  In
      proving such service it shall be sufficient to prove that the envelope
      containing such notice was properly addressed and delivered either to the
      address shown thereon or into the custody of the postal authorities as a
      pre-paid recorded delivery, special delivery or registered post letter, or
      that
      the notice was transmitted by fax to the fax number of the relevant Party set
      out in this clause 26
      (or as otherwise notified under it).

     

    26.6  The
      Parties agree that the provisions of this clause 26
      shall not apply to the service of any claim form, application notice, order
      or
      judgment.

     

    26.7  All
      notices, demands, requests, statements, certificates or other communications
      under this Agreement shall be in English unless otherwise agreed in
      writing.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    27.  Conflict
      with other Agreements

     

    In
      the event of any conflict between this Agreement and any other agreement
      relating to the Proposed Transaction, this Agreement shall prevail (as between
      the parties to this Agreement and as between any other members of Kerr-McGee
      Group and the Buyer Group) unless:

     

    
      	(a)  	
              such
                other agreement expressly states that it (or any part of it) overrides
                this Agreement in any respect and the relevant Parties are either
                also
                parties to that other agreement or otherwise expressly agree in writing
                that such other agreement shall override this Agreement in that respect;
                or

            


    

     

    
      	(b)  	
              the
                contrary is expressly provided elsewhere in this
                Agreement.

            


    

     

    28.  Entire
      Agreement

     

    28.1  This
      Agreement and the other Transaction Documents set out the entire agreement
      and
      understanding between the Parties relating to the Proposed Transactions. This
      Agreement and the other Transaction Documents supersede all prior agreements,
      understandings or arrangements (whether oral or written) relating to the sale
      and purchase of the Shares which shall cease to have any further force or
      effect. It is agreed that:

     

    
      	(a)  	
              no
                Party has entered into this Agreement and the other Transaction Documents
                in reliance upon, nor shall any Party have any claim or remedy in
                respect
                of, any statement, representation, warranty, undertaking, assurance,
                collateral contract or other provision made by or on behalf of another
                Party (or any of its Connected Persons, agents or advisers) which
                is not
                expressly set out in this Agreement or any of the other Transaction
                Documents;

            


    

     

    
      	(b)  	
              the
                only right or remedy of a Party in relation to any statement,
                representation, warranty, undertaking, assurance, collateral contract
                or
                other provision set out in this Agreement or any other Transaction
                Document shall be for breach of this Agreement or the relevant Transaction
                Document to the extent of all other rights and remedies;
                and

            


    

     

    
      	(c)  	
              except
                for any liability which a Party (or any of its Connected Persons,
                agents
                or advisers) has under or in respect of any breach of this Agreement
                or
                any of the other Transaction Documents, no Party (or any of its Connected
                Persons, agents or advisers) shall owe any duty of care or have any
                liability in tort or otherwise to any other Party (or its respective
                Connected Persons, agents or advisers) in respect of, arising out
                of, or
                in any way relating to the Proposed
                Transaction,

            


    

     

    provided
      that this clause shall not exclude any liability for (or remedy in respect
      of)
      fraudulent misrepresentation.

     

    28.2  The
      agreements and undertakings in this clause 28
      are given by each Party on its own behalf and as agent for each of its Connected
      Persons. Each Party acknowledges that the other Party gives such agreements
      and
      undertakings as agent with the full knowledge and authority of each of is
      respective Connected Persons. 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    29.  Waivers,
      Rights and Remedies

     

    Except
      as otherwise provided in this Agreement, no failure or delay by any Party in
      exercising any right or remedy provided by law or under or pursuant to this
      Agreement or any other Transaction Document shall impair such right or remedy
      or
      operate or be construed as a waiver or variation of it or preclude its exercise
      at any subsequent time and no single or partial exercise of any such right
      or
      remedy shall preclude any further exercise of it or the exercise of any other
      remedy.

     

    30.  Contracts
      (Rights of Third Parties) Act 1999

     

    30.1  Subject
      to clause 30.2,
      each Party undertakes to the other Parties that Connected Persons shall have
      the
      right to enforce the terms of clauses 11
      and 28
      under the Contracts (Rights of Third Parties) Act 1999. 

     

    30.2  The
      rights of Connected Persons under clause 30.1
      are subject to:

     

    
      	(a)  	
              the
                term that the Parties to this Agreement may by agreement terminate
                or
                rescind or vary it or any element of it in any way without the consent
                of
                any Connected Person; and

            


    

     

    
      	(b)  	
              the
                other terms and conditions of this
                Agreement.

            


    

     

    30.3  Except
      as provided in clause 30.1,
      a person who is not a Party to this Agreement shall have no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any of its
      terms.

     

    31.  General

     

    31.1  This
      Agreement may be executed in any number of counterparts and by the Parties
      on
      separate counterparts, each of which is an original but all of which taken
      together shall constitute one and the same instrument.

     

    31.2  No
      amendment, variation or waiver of this Agreement or any other Transaction
      Document shall be valid unless it is in writing and duly executed by or on
      behalf of the Parties. The expression variation
      shall
      include any variation, supplement, deletion or replacement howsoever
      effected.
      Unless expressly agreed, no variation shall constitute a general waiver of
      any
      provision of this Agreement, nor shall it affect any rights, obligations or
      liabilities under or pursuant to this Agreement which have already accrued
      up to
      the date of variation, and the rights and obligations under or pursuant to
      this
      Agreement shall remain in full force and effect except and only to the extent
      that they are so varied.

     

    31.3  Each
      of the provisions of this Agreement and any other Transaction Document is
      severable. If any such provision is held to be or becomes illegal, invalid
      or
      unenforceable in any respect under the law of any jurisdiction:

     

    
      	(a)  	
              so
                far as it is illegal, invalid or unenforceable, it shall be given
                no
                effect and shall be deemed not to be included in this Agreement or
                the
                relevant Transaction Document but it shall not affect or impair the
                legality, validity or enforceability in that jurisdiction of any
                other
                provisions of this Agreement or the relevant Transaction Document
                (or of
                the provisions of this Agreement or that Transaction Document in
                any other
                jurisdiction); and

            


    

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              the
                Parties shall use all reasonable endeavours to replace it with a
                valid and
                enforceable substitute provision or provisions but differing from
                the
                replaced provision as little as possible and the effect of which
                is as
                close to the intended effect of the illegal, invalid or unenforceable
                provision.

            


    

     

    31.4  Except
      insofar as any term or provision of this Agreement is satisfied on Completion,
      this Agreement shall remain in full force and effect after
      Completion.

     

    31.5  No
      Party shall have the right to assign, transfer or otherwise dispose of its
      rights and obligations under this Agreement without the consent of the other
      Party, which consent shall not be unreasonably withheld or delayed save that
      Kerr-McGee shall have the right to assign, transfer or otherwise dispose of
      its
      rights under this Agreement to any of its Affiliates without the consent of
      the
      Buyer. If Kerr-McGee assigns, transfers or disposes its rights under this
      Agreement to any of its Affiliates and the assignee ceases to be a member of
      the
      Kerr-McGee Group for the time being, Kerr-McGee shall procure that the benefit
      of this Agreement is re-assigned to Kerr-McGee or assigned to another member
      of
      the Kerr-McGee's Group for the time being.

     

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

     

    31.7  Notwithstanding
      anything herein provided to the contrary, Kerr-McGee and the Buyer do hereby
      covenant and agree that the recovery by either Party hereto of any damages
      suffered or incurred by it as a result of any breach by the other Party of
      any
      of its covenants, agreements, representations, guaranties, warranties,
      indemnities, disclaimers, waivers or continuing obligations under this Agreement
      shall be limited to the actual damages suffered or incurred by the non-breaching
      Party as a result of such breach, and in no event shall such recovery include
      any indirect, consequential, exemplary or punitive damages.

     

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

     

    32.  Governing
      law, jurisdiction and Service of Process

     

    32.1  This
      Agreement and the legal relationships established by or otherwise arising in
      connection with this Agreement shall be governed by, and interpreted in
      accordance with, English law.

     

    32.2  Each
      of the Parties agrees that any disputes arising out of or in connection with
      this contract, including any question regarding its existence, validity or
      termination, shall be referred to and finally resolved by arbitration under
      the
      LCIA Rules from time to time in force, which Rules are deemed to be incorporated
      by reference into this clause. The number of arbitrators shall be three. The
      seat, or legal place, of arbitration shall be London. The language to be used
      in
      the arbitration shall be English.

     

    IN
      WITNESS WHEREOF this Agreement has been duly executed on the day and year first
      above written.

     

     

    Signed
      for and on behalf of

    KM
      DENMARK OVERSEAS APS

     

     

    
      
        
          

        

      

    

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    Signed
      for and on behalf of

    ALNERY
      NO. 2524 LIMITED

     

     

    
      
        

      



     

    Signed
      for and on behalf of

    KERR-MCGEE
      CORPORATION

     

     

    
      
        

      



     

    Signed
      for and on behalf of

    A.P.
      MOLLER - MAERSK A/S 

     

    


    
      
        

      

    

     

     

     

     

    
      
         

      

      
        51