AMENDMENT NO. 2 PRODUCTION SHARING CONTRACT FOR BLOCK CB-ON/2
Exhibit
10.32
AMENDMENT
NO. 2
FOR
BLOCK CB-ON/2
This
Amendment No. 2 to the Production Sharing Contract for Exploration Block
executed on 12th day of
April, 2000, (hereinafter referred to as “Amendment ▇▇. ▇”), ▇▇ ▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇ on this ___day of __________, 2007.
BY
AND BETWEEN
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1.
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THE
PRESIDENT OF INDIA, acting through the Joint Secretary, Ministry of the
Petroleum and Natural Gas, Government of India having its office at
Shastri Bhawan, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇
(hereinafter referred to as “Government”) of the FIRST
PART;
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AND
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2.
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OIL
& NATURAL GAS CORPORATION LIMITED, a body corporate incorporated under
the Companies ▇▇▇, ▇▇▇▇, having its registered office at Jeevan Bharti
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇), ▇▇▇ ▇▇▇▇▇
(hereinafter referred to as “ONGC”), of the SECOND
PART;
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AND
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3.
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GUJARAT
STATE PETROLEUM CORPORATION LTD., a body corporate incorporated
under the Companies ▇▇▇, ▇▇▇▇, having its registered office at GSPC
Bhavan, 3rd
Floor, North Wing, ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇, (hereinafter referred to
“GSPC”) of the THIRD PART;
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AND
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4.
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GEOGLOBAL
RESOURCES (BARBADOS) INC., a body corporate incorporated under the laws of
Barbados, having its registered office at ▇▇▇▇▇▇▇▇▇▇▇ Place, Broad Street,
Bridgetown, Barbados, and whose corporate offices is at Suite 310, 605 –
▇▇▇
▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ (hereafter referred to as
“GGRB”), of the FOURTH PART.
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(The
Government, ONGC, GSPC & GGRB shall hereinafter be referred to as such, or
collectively as “Parties” and singularly as “Party”, as the case may
be.)
The
expressions of ONGC, GSPC & GGRB shall unless it be repugnant to the meaning
or context thereof be deemed to mean and include their respective successors,
assigns as permitted under Article 28 of the Production Sharing Contract in
relation to which this Amendment is being executed.
WHEREAS:
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A.
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The
Government, ONGC, GSPC & HOEC executed a Production Sharing Contract
on the 12th
day of April, 2000 (hereinafter referred to as the “Production Sharing
Contract”) in respect of Block CB-ON/2 with the following respective
Participating Interests:
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GSPC
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Fifty
percent (50%)
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HOEC
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Fifty
percent (50%)
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B.
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Upon
completion of Phase-I of exploration activity as defined under the
Production Sharing Contract for CB-ON/2 block, HOEC withdrew from the
further commitment made under the Production Sharing. GSPC,
however, expressed its willingness to enter into Phase-II with 100%
Participating Interest which has been approved by Government of India vide
letter No. O-19024/15 2000-ONG/D.V dated
28.11.03.
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C.
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The
Production Sharing Contract was amended by Amendment No. 1 dated January
13, 2005 to reflect the revised participating interest in Block
CB-ON/2.
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D.
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GPSC
is the Operator of the CB-ON/2 exploration block with a 100% Participating
Interest.
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E.
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The
Government has agreed vide Letter No. DGH/PSC/GSPCL/CB-ON/2/PI dated the
28th
day of August, 2006, for the assignment of 20% (Twenty Percent)
Participating Interest given by GSPC in respect of exploration Block
CB-ON/2 to GGRB. With this assignment by GSPC to GGRB the respective
participating interest of GSPC and GGRB are as
follows:
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GSPC
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Eighty
percent (80%)
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GGRB
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Twenty
percent (20%)
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F.
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The
parties now wish to execute this Amendment No. 2 to the Production Sharing
Contract to record the amendments and modifications of the Production
Sharing Contract, consequent to the assignment referred
hereinabove.
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NOW
THEREFORE THIS AMENDMENT NO. 2 WITNESSTH AND THE PARTIES AGREE AS
FOLLOWS:
1. DEFINITION
Any word
or expression used in this Amendment No. 2, but not defined herein below or
elsewhere in this Amendment No. 2, shall bear the meaning ascribed to it in the
Production Sharing Contract.
2. AMENDMENTS
TO THE PRODUCTION SHARING CONTRACT.
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a)
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In
the cover page description of the parties, the following shall be
incorporated.
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“AND
GEOGLOBAL
RESOURCES (BARBADOS) INC.”
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b)
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In
the description of the parties in the Preamble to the Production Sharing
Contract, the description of GGRB stands incorporated and the Preamble
shall be substituted as given
below:
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“GEOGLOBAL
RESOURCES (BARBADOS) INC., a company incorporated under the laws of Barbados,
whose registered office is at ▇▇▇▇▇▇▇▇▇▇▇ Place, Broad Street, Bridgetown,
Barbados, and whose corporate office is at Suite 310, 605 – ▇▇▇ ▇▇▇▇▇▇
▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, which expression shall include its
successors and such assignees as are permitted under Article 28 of the PSC, of
the FIFTH PART.”
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c)
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In
Article 36.1 the following entry for GGRB shall stand
incorporated.
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“(e) GEOGLOBAL
RESOURCES (BARBADOS) INC.:
▇▇▇▇▇ ▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇
▇.▇,
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
Tel: ▇-▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇▇
▇▇▇▇ ▇▇▇, President”
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d)
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In
the cover page to Appendix C Accounting Procedure to the Production
Sharing Contract, the following shall be
inserted:
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“AND
GEOGLOBAL
RESOURCES (BARBADOS) INC.”
3. EFFECTIVE
DATE
The
provision of this Amendment No. 2 shall commence and be effective from the date
of Government’s approval of assignment being August 24, 2006, (the “Effective
Date”).
4. EFFECT OF
THIS AMENDMENT
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a)
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Upon
execution of this Amendment No. 2 effective from August 24, 2006 GGRB
shall be entitled to and shall assume 20% (Twenty Percent) Participating
Interest in the Production Sharing Contract and shall be liable to the
extent of 20% of Participating Interest in the same manner, and to the
same extent as GSPC was entitled to, prior to the receipt of Government
approval and execution of this Amendment No.
2.
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b)
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GSPC
shall be discharged from its obligations pursuant to the Production
Sharing Contract only to the extent of the aforesaid 20% of Participating
Interest, assigned to GGRB.
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5. MISCELLNEOUS
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a)
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The
Amendment No. 2 shall constitute an integral part of the Production
Sharing Contract.
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b)
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GSPC
& GGRB jointly and severally undertake in indemnify the Government of
India against any costs, interest, claims, damages, expenses, and/or
losses incurred and shall indemnify and reimburse any and all costs,
interest, claims, damages, expenses, losses incurred by any party to the
Contract as a result of execution of this Amendment No. 2 to the
Production Sharing Contract. GGRB further covenants and undertakes to
agree to be bound by the terms and conditions of the Production Sharing
Contract including the assumption of obligations, under the Production
Sharing Contract to the extent of 20% (Twenty Percent) Participating
Interest, from the Effective Date of Amendment No. 2. GGRB further
undertakes to furnish
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guarantees
and/or other document(s) as per the terms of the Production Sharing
Contract.
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c)
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Except
to the extent specified in this Amendment No. 2, all other terms of the
Production Sharing Contract shall remain unchanged and nothing contain
herein shall change or alter, in any manner whatsoever, the validity,
enforceability and interpretation of the Production Sharing
Contract
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d)
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The
Production Sharing Contract, except amended hereby, shall remain in full
force and effect.
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e)
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GSPC
acknowledges and agrees that it shall remain liable in respect of the 20%
(Twenty percent) Participating Interest assigned by it to GGRB in respect
of liabilities, costs or charges arising or resulting from the events
prior to the Effective Date of Amendment No.
2.
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6. WARRANTY
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GSPC,
within the scope of the Production Sharing Contract and from the Effective
Date of Amendment No. 2, does hereby bind itself, its successors and
assignees to warranty and forever defend all and singular to the extent of
20% (Twenty Percent) Participating Interest assigned to GGRB, its
successors and permitted assignees, against every person
whomsoever.
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7.
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This
Amendment No. 2 shall be governed by and construed in accordance with the
laws of India.
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IN
WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AMENDMENT TO BE EXECUTED BY THEIR
DULY AUTHORISED REPRESENTATIVE(S) ON THE DATE AND YEAR FIRST ABOVE
WRITTEN.
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In
the Presence of:
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SIGNED
AND EXECUTED FOR & ON BEHALF OF:
PRESIDENT
OF INDIA
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Per:
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WITNESS
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[Name]
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[Title]
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Per:
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WITNESS
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[Name]
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[Title]
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In
the Presence of:
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SIGNED
AND EXECUTED FOR & ON BEHALF OF:
GUJARAT
STATE PETROLEUM CORPORATION LIMITED
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Per:
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WITNESS
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[Name]
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[Title]
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Per:
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WITNESS
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[Name]
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[Title]
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In
the Presence of:
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SIGNED
AND EXECUTED FOR & ON BEHALF OF:
GEOGLOBAL RESOURCES (BARBADOS)
INC.
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Per:
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WITNESS
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[Name]
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[Title]
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Per:
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WITNESS
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[Name]
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[Title]
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