PERENCO HOLDINGS

Confirmatory mem/deposit and charge over shares

Created on 13 Dec 1990

Delivered on 17 Dec 1990

Status fully-satisfied

Persons Entitled

American Express Bank Limited

Amount Secured

All monies due or to become due from the company to the chargee as agent and trustee for the banks (as defined in the deed) under the terms of the security documents as defined

Short Particulars

Dividends or interest payable after any of the shares (see form 395 ref M38C).

Transactions

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Acquisition

Created on 29 Jun 1990

Delivered on 17 Dec 1990

Status fully-satisfied

Persons Entitled

American Express Bank LTD

Amount Secured

All monies due or to become due from the company to the chargee

Short Particulars

All shares held by the company as beneficial owmer in kelt exploration limited (the shares)and the proceeds of any sale all dividends, interest, (see form 395 for full details ref. M37).

Transactions

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Deed of assignment.

Created on 29 Jun 1990

Delivered on 09 Jul 1990

Status fully-satisfied

Persons Entitled

American Express Bank LTD.

Amount Secured

All monies due or to become due from the company to the chargee as agent and trustee for itself & and for the banks as defined in the deed. Under the terms of a loan agreement dated 14.10.88 as amended and restated on 26.9.90.

Short Particulars

All the assigmor's rights, title, interest and benefits and all moneys payable under the facility letter and/or guarantee. (Please see form 395 ref no:M11. For further details).

Transactions

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Restated charge over dollar deposit account.

Created on 29 Jun 1990

Delivered on 05 Jul 1990

Status fully-satisfied

Persons Entitled

American Express Bank LTD. as Defined in the Charge.).(As Agent & Trustee for Itself and for the Banks

Amount Secured

All monies due or to become due from the company to the chargee as agent and trustee for itself and for the banks as defined in the deed under the terms of the restated loan agreement dated 29.6.90.

Short Particulars

The charged account, the interests bearing dollar deposit accounts no, 2117770. inc : any sub-account. Please see form 395. (doc no 103) for fu rther details.

Transactions

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Restated charge. Over deposit account.

Created on 29 Jun 1990

Delivered on 05 Jul 1990

Status fully-satisfied

Persons Entitled

American Express Bank LTD. as Defined in the Deed.)(As Agent & Trustee for Itself and for the Banks

Amount Secured

The secured obligations due from the company to the chargee as agent. And trustee for itself and the banks as defined in the deed under the terms of the charge, the restated loan agreement dated 29.6.90. or any other security documents.

Short Particulars

All its rights, title and interest in the charged account. No:- 2509849. inc: any sub account.

Transactions

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Restated debenture.

Created on 20 Jun 1990

Delivered on 05 Jul 1990

Status fully-satisfied

Persons Entitled

American Express Bank LTD. as Defined in the Deed.)(As Agent & Trustee for Itself and for the Banks

Amount Secured

The secured obligations due from the company to the chargee as agent. And trustee for itself and the banks as defined in the deed under the terms of the charge, the restated loan agreement dated 29.6.90. or any other security documents.

Short Particulars

Secured obligations. Share security all property rights. Goodwill and its uncalled capital. Please see form 395 (doc no: M101.) for further details.. Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

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Supplemental deposit and memorandum of charge agreements

Created on 13 Jun 1990

Delivered on 28 Jun 1990

Status outstanding

Persons Entitled

Cobroad Investments and Nat-West Investment Bank Limited.

Amount Secured

All monies due or to become due from the company kelt energy (long acre) limited and/or kelt investments limited. Under the terms of the deposit agreement and memorendum of charge dated 6.2.87. as amended by the charge and the amended loan stock agreements as defined in the charge. To the charges.

Short Particulars

All indebtedness assigned to cobroad and the bank, all moneys standing to the credit of kelt emergy PLC in account nos 66208902. (please see form 395 (d oc no M116) form further details).

Transactions

Subordinate debenture

Created on 16 Feb 1990

Delivered on 20 Feb 1990

Status fully-satisfied

Persons Entitled

American Express Bank LTD.

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the debenture, a stand-by facility letter dated 16.2.90 or any other security documents as amended or varied from time to time

Short Particulars

(For full details refer to doc 395 ref M180). Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

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Charge over deposit account

Created on 18 Oct 1989

Delivered on 24 Oct 1989

Status fully-satisfied

Persons Entitled

American Express Bank LTD.

Amount Secured

All monies due or to become due from the company to the chargee as agent and trustee for the banks as defined in the charge under the terms of an agreement dated 14-10-88 as amended.

Short Particulars

A all the company's rights title and interest in the interest bearing dollar deposit account no 3024532 at tdb american express bank london. B the balance for the time being or the charged account-.

Transactions

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Deposit agreement

Created on 04 Aug 1989

Delivered on 17 Aug 1989

Status outstanding

Persons Entitled

Cobroad Investments and Natwest Investment Bank Limited

Amount Secured

All monies due or to become due from carless LTD, kelt investments LTD or the company. To the chargee under the terms of the agreement, the loan stock agreements and the amended loan stock agreements and the kelt guarantee (as defined in the charge)

Short Particulars

All moneys standing to the credit of the account no 66208902 with NW1B.

Transactions

Subsordinary mem of deposit

Created on 17 Jan 1989

Delivered on 03 Feb 1989

Status fully-satisfied

Persons Entitled

Henry Ansbacher & Co LTD.

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the debenture, & deed of indemnity & under a guarantee facility agreement dated 3.11.88.

Short Particulars

All the shares, stocks & other securities tog with all dividends interest & other income. Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

Subordinate mem of deposit

Created on 17 Jan 1989

Delivered on 03 Feb 1989

Status fully-satisfied

Persons Entitled

Henry Ansbachor & Co LTD.

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the charge a deed of the charge a deed of indeminity or the guarantee facility dated 3.11.88.

Short Particulars

All dividends or interest paid & all stocks & shares. Please see doc M46 for details.

Transactions

Charge over deposit account.

Created on 17 Jan 1989

Delivered on 30 Jan 1989

Status fully-satisfied

Persons Entitled

American Express Bank LTD.

Amount Secured

All monies due or to become due from the company to the chargee as agent for itself & the banks. On any account whatsoever under the terms of an agreement dated 14.10.88 an amended and restated on 2.11.88 & as further amended by a supplemental agreement dated 12.1.89

Short Particulars

All the companys rights title & interest in the standing deposit account no 3 or 2800.

Transactions

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Deed of assignment

Created on 17 Jan 1989

Delivered on 30 Jan 1989

Status fully-satisfied

Persons Entitled

American Express Bank LTD.

Amount Secured

All monies due or to become due from the company to the chargee as agent for itself & for the banks. As defined in the charge on any account whatsoever under the terms of a loan agreement dated 14.10.88 as amended and restated on 2.11.88 & as further amended by a supplemental agreement dated 12.1.89

Short Particulars

All the companys rights title interest & benefit to & in an acknowledgement of debts & all other monies in councetion with rights title interest & benefit.

Transactions

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Mem of deposit

Created on 17 Jan 1989

Delivered on 30 Jan 1989

Status fully-satisfied

Persons Entitled

American Express Bank LTD.

Amount Secured

All monies due or to become due from the company to the chargee as agent for itself & for the banks. As defined in the charge on any account whatsoever under the terms of a loan agreement dated 14.10.88 as amended and restated on 2.11.88 & as further amended by a supplemental agreement dated 12.1.89.

Short Particulars

Fixed charge over all shares & the proceeds of sale & all dividends or interest paid.

Transactions

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Debenture

Created on 17 Jan 1989

Delivered on 30 Jan 1989

Status fully-satisfied

Persons Entitled

American Express Bank LTD.

Amount Secured

All monies due or to become due from the company to the chargee as trustee & agent for itself & the banks as defined in the charge on any account whatsoever under the terms of the debenture a loan agreement dated 14.10.88 & as further amended by a supplemental agreement dated 12.1.89 or any other security deed.

Short Particulars

All the shares, stocks & other securities tog with all dividends interest other income. Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

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Security agreement

Created on 09 Oct 1986

Delivered on 27 Oct 1986

Status fully-satisfied

Persons Entitled

Bank of Montreal

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a support agreement dated 23-9-86 and all agreement supplemental thereto

Short Particulars

An aggregate of £482,500 shares which is 100% of the common stock of petranol america incorporated all stock rights, rights to subscribe, liquidating dividend cash dividends, stock dividends and other dividends paid in stock, a power of attorney relating to the shares in petranol america inc. The proceeds, income & profits of any & all the property described above.

Transactions

Charge on cash

Created on 09 Oct 1986

Delivered on 27 Oct 1986

Status fully-satisfied

Persons Entitled

Bank of Montreal

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of a support agreement dated 23-9-86 and all agreements supplemental thereto and the charge

Short Particulars

All the chargor's right, title and interest in and to all sums of money from time to time. Standing to the account no 239477. please see doc.

Transactions

Debenture

Created on 29 Aug 1986

Delivered on 02 Sep 1986

Status fully-satisfied

Persons Entitled

Bank of Motreal

Amount Secured

All monies due or to become due from the company and/or any of it's subsidiaries. And/or any of the banks named therein on any account whatsoever.

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

Debenture

Created on 15 Nov 1983

Delivered on 24 Nov 1983

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland.

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

(Please see doc M19).. Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

Transactions

Letter of set off

Created on 25 Mar 1983

Delivered on 30 Mar 1983

Status fully-satisfied

Persons Entitled

Lloyds Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee

Short Particulars

All credit balances standing in the name of planter international limited.

Transactions