ConocoPhillips (U.K.) Limited Rubislaw House Anderson Drive Aberdeen AB15 6FZ Tel: 01224 205000 Fax: 01224 205222
Endeavour Energy UK Limited Brettenham House South Entrance, 4th Floor
Lancaster Place London
WC2E 7EN
29 November 2012
Sale and Purchase Agreement in respect of interests in Licences Nos. P.640 and P.233 (Blocks 15/24b MacCulloch Area and Area B and 15/25a) (including interests in the MacCulloch and Nicol Fields) and Licence P.213 (Block 16/26a Area A) (including interests in the Alba Field) dated 23 December 2011 (the “SPA”)
We refer to the SPA between us, ConocoPhillips (U.K.) Limited, ConocoPhillips Petroleum Limited and ConocoPhillips (U.K.) Lambda Limited (together, the “Sellers”) and Endeavour Energy UK Limited (the "Purchaser”).
The Parties wish to amend the provisions of Clause 2.3 of the SPA to extend the MacCulloch and Nicol Backstop Date to 14th December 2012 to allow further time to obtain fulfilment of the outstanding Conditions Precedent.
1.Definitions and Interpretation
Unless stated otherwise, words and expressions used in this letter agreement shall have the same meanings as is given to those words and expressions in the SPA.
2.Amendment to Clause 2.3 of the SPA
The parties agree that with effect on and from the date hereof, Clause 2.3 of the SPA shall be amended as follows: “30th November 2012” shall be deleted and replaced with “14th December 2012”.
3.General
3.1
Notwithstanding the provisions of Clause 18.6 of the SPA, the Sellers and the Purchaser agree that this letter agreement is part of the entire understanding and whole agreement of the Parties in relation to the subject matter of the SPA and that Clause 18.6 of the SPA shall be read and interpreted accordingly.
3.2 Save as expressly amended hereby, the SPA shall remain in full force and effect.
3.3
This letter agreement may be executed in any number of counterparts and by the Parties on different counterparts but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this letter agreement but all the counterparts together shall constitute one and the same agreement.
The Parent Company acknowledges and agrees that the obligations of the Purchaser in this letter agreement constitute part of the Guaranteed Obligations (as defined in the Deed of Guarantee and Indemnity) for the purposes of the Deed of Guarantee and Indemnity and that the Deed of Guarantee and Indemnity shall be read and interpreted accordingly.
3.5 This letter agreement shall be governed by and construed in accordance with the laws of
England and each Party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.
This letter agreement is executed and delivered as a deed on the date noted above
Yours faithfully,
Executed and delivered as a deed by ConocoPhillips (U.K.) Limited
/s/ Andrew Hastings Director
/s/ Angela Fletcher Secretary
Executed and delivered as a deed by ConocoPhillips Petroleum Limited
/s/ Andrew Hastings Director
/s/ Angela Fletcher Secretary
Executed and delivered as a deed by ConocoPhillips (U.K.) Lambda Limited
/s/ Andrew Hastings Director
/s/ Angela Fletcher Secretary
Registered In England & Wales No 524868. Registered Office, Portman House, 2 Portman Street. London W1H 6DU.)
Executed and delivered as a deed
by Endeavour Energy UK Limited
/s/ Cathy Stubbs Director
/s/ Ralph Midkiff Witness Ralph Midkiff 811 Main Houston, TX 77002
Executed and delivered as a deed by Endeavour International Corporation
/s/ William L. Transier, CEO Authorized Officer
We use cookies on this site to provide a more responsive and personalized service. Continuing to browse, clicking I Agree, or closing this banner indicates agreement. See our Cookie Policy for more information.
