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    Oml 143 oil field

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
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    12 views39 pages

    Oml 143 Gda

    Uploaded by

    offorma Nwafor
    Oml 143 oil field

    Copyright:

    © All Rights Reserved
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    (OML 143 GAS DEVELOPMENT AGREEMENT BETWEEN NIGERIAN NATIONAL PETROLEUM CORPORATION AND ‘STERLING OIL EXPLORATION AND ENERGY PRODUCTION COMPANY LIMITED Den "UIs GAS DEVELOPMENT AGREEMENT Creme) eis day of meet 2021 (Exeeion Dae BETWEEN NIGERIAN NATIONAL °ETROLEUM CORPORATION, a corporation established under the laws ofthe Federal Republe of Nigeria, whose Head office is at the Compeaton Towers, Heber Macaulay Way. Cental Business District, Abvja, Nigeria (hein caled. the “NNPC” or “CORPORATION” or “CONCESSIONAIRE” viich expression shall where the context evi include is assigns and success in tte) f the ome part AND STERLING OIL. EXPLORATION AND ENERGY PRODUCTION COMPANY LIMITED, « ompeny incorporated under the Laws othe Federal Republic of Nigeria snd having it ester oie a 205 Abiola Segun Ajay Stet, OM Muri Okanola Steet, Vein Islan, Lagos Nischa (eteinater called the “SEEPCO” or "CONTRACTOR" which expesion shall where te cotest Pei nclude its assigns ard sueeseors in tte of the ther pare CORPORATION and CONTRACTOR are herein cllestvely refered to as “Parties” and individually asthe “Party WHEREAS: ‘A CORPORATIONand CONTRACTOR are panies the production sharing contact, respect oF Oil Prospesting Liens 280 (now known as Oll Mining Lense 143) executed on 23" April 2007 (eteinaer ered a8 "PSC, B_ CORPORATION ani CONTRACTOR, with partition of thei Afilites,emtrd ito a ‘road as commerialsaton plan suppor Federal Govemient of Nigeria's Gas Programme “This g2s commerciisation plan covered uilsation of Natural Gas processed hough a ‘midstream gas processing fc and delivered tothe domestic markt © Both Assosited Gas and Non-Assoeiated Gas from the Contract Area were requis to meet the requisite GSPA cbligations to meet GPP requirement. Article 23.1 (Natura! Gas) ofthe PSC requires CONTRACTOR to report to CORPORATION, if Natl Gs discovered in Potentially commercisl quantities inthe Contract Area, and upon CORPORATION's request ‘ary out investigations and submit proposal forthe commercial develope of the Natural Gas to CORPORATION, The CONTRACTOR discovered Natal Gas in commercial quantity in the Contract Area ‘arved out aninvestiation, and submited a props or comercial development of 0 NAG Wellst9 CORPORATION; E Article 232. (Natural Gas) of the PSC further requires the CONTRACTOR and CORPORATION to eter into agus development agreement forthe sommnercal development ‘of Natural Gas discovered in the Conttst Area and recognize the ight of the CONTRACTOR ‘© participate inthe development of sh projet withthe right to reaver costar share fn prof F _Imresponse to CONTRACTOR’s proposal fortwo NAG Wells andi esr obligations under GSPA, CORPORATION approved an updated 2020 budget or the development of too NAG ‘Wells by the CONTRACTOR repre E © In furtherance ofthe was commocilisaton plan, CORPORATION and CONTRACTOR, by ‘hemselves and though their Affliaes ented into a suite of Associated Agreements, CORPORATION and CONTRACTOR, further wish to citer into. a Gas Development ‘Agreeret forthe commercial developmen. of two NAG Wels and addtional NAG Wells) Within the Contact Area and to set om specific ts and cantons pnised na ree sharing basis [NOW THEREFORE in consieration of he underialag and eovensnts sen contine, the ates oveby agree as follows 1. DEFINITION ‘The capitalized tems in this Ageomon shall have the mcening hercinbsiow escibed otha |. “jase Gross Revenue” means tho NAG sales revert else afer deduction of ‘Transportation Tari, Taxes and Lovis 43 applicable to “ranspottion Ti Royalty fom the Gross NAG Reve, as Tirther desried under clase 9 (illoction of MG ‘evoru) of his Agrees 12 4pttion” eins in relation to any Party. « company (hic inthis ont sal also ince her Forme of lel eis) whch ‘eet. or indirectly through one or wore inernediariss cools. os coutlled by, o i undar common contol wh that Paty or his prose: (a) company is drcctty comtolled by ancter company or companies if that ate company er companies ete individually otogeier, (6) berefcialy own fiy-one pereat (5%) oF more of he ‘voting rights tached tothe ssid share cpt ofthe in ‘mentioned company {e) possess relly the poser or ability to divest or ats he cection of the manayement and polis of the fie ‘mentioned company, wisthr though the ownersip oF ‘otng rats, by saat or otherwise: nd (€). company is inet controle by anther company 4 sates of companies can be specified, beaintng with at lar company and ending with tho ist-mentoned compar, 0 related thal each company ofthe sere excep the lator ‘company ar companies) is dry could by one o mane ofthe companies eater in the sere, 13 “Anveite Agreements” — means GSPA, CAA, AGRSA and GTA. 1.4 “ducted Gas Revenue means the agreement or comercatsation of es stociated ‘Sharing Agreement or wih the eral ol exseited on 26" September 200 betes “AGRSA” CORPORATION nd CONTRACTOR LS Associ Gar” means the gas which is discovered or prodaed in asian with ude cas by-produet fom the Contact Ars eget t haa wa Ls 14 Las Lis a Caper" or “Capital Cost” “omar “Confidential Lnformation” “Contact Admintration Agreement” 07 "CAA" “Comtract Area” “Cumulative NAG Sales Quanity” “Decommisioning” “Detivery Poin" “Epfective Date” “Escrow Aecount™ oe ‘means, the estimated cost to be incumed by the CONTRACTOR intespect of the Operations fora yea bse ‘on te Work Programe for sch year. means, without Limitations, all the investments, made for ‘development, prodetion, and operation of Nom Associ (Gas fives, Non-Associted Cas Wells, and associated ots which havo useful ie Byard he yea ner. enn the Companies Income Tas Act CAP, Laws ofthe Foral Republi of Nigeria 200, ‘means te one his Agreement and all information Fa ‘confiemial ature disclosed whether erally or In weitng oF fore other permanent form. oF aaa from any Paty. th onnetion ‘vith this Agreement Gheluing information Aiscloed tn contemplation of tis Agreement and any Aiseloaures mide inthe course of any Dispute or een) disput) the process of negotiating ar oherwi existing in conection with this Ageement. but excluding my lnformaton thats nth public dnin eter thn ough ¢ beach his Agreement or whieh has Bean fly equi by the Party or person using the sme oo whom dislosere image ‘eons the contact administration aprazment exextd on 25 September "2020. between the CORPORATION, CONTRACTOR, Ashaviuyak Houtocabon Limited. a Koval Pipeline Limited means the are sujet othe tens of Dil Mining Lease 18, in Nigeria ls the meaning provided under clause 9.1 fllcaton (Of NAG Revonu) ol his Agrment ‘means the plugging and abandonment of No Assisted Gis ‘Wells nd te removal and disposal of asscited eqhpmext and fies ncn wellhead, pipelines to manifolds, ad ‘suing feiiesinslding the payment of damages eating thereto has the meaning provided in clsse 11 (Provision of Gas Facilites) oF bis Aseement means the eerie de ofthe GSPA. thas the meaning provided under 264 (Abandonment ax Decormissining of his Agreement, ‘means a person who shall have atleast ten (10) year ‘experince inthe Operations, generally teseanisod es im ‘sper in the mater tobe determined, wh isnot a cuvent ee former employes ot aon of any Paty and has no cont cf inert. est £ 12 1a 1 “Force Majeure Event” “Fans” “Gas Development Pan” or "GDP" Gus Processing Plant” or “opp” “Gas Progeomme”™ “Gis Sales and Purchase Agreement” or “GSPA™ fs the meaning povided under clause 17.5 (Force Majer) ofthis Agreement means al costs equted fo Fnce the Operon nein interest hereon which ace obtained competitive rates eaus the sehedule and propre presented by the ‘CONTRACTOR to the CORPORATION outing the pins for the developrest of commercial gents of Now ‘Asselaed Ga, hich shal include: (@) geological en reservoir models of the relevant Nun- Associated Gas servo () wel plans depicing the spa disvbtion ofthe wells schedule of ailing an wel designing: (© production profit for she given estimate ukie recovery EUR") a5 aligned and somaboratd with the relevant wel plans: [4)GSPA obligations to met GPP equieents: {) vironmental impeet assessment in elation wo He relevant NAG development planet (9 smsocoted abandonment plans: and (@)stinated buduet forthe CORPORATION’ information nd record onl. ‘means the plan managed by the Ashtavioayak Hydeocason ited for the processing apd etment of Nateral Gas. ‘means a progsemme of Federal Goverment of Nigera: (@)to stimulate vestments inthe domes es vo chai: () 10 optimise domestic gas eesouces for eeoomie evelopment: (6 to lst track the adopion oF Astogns (CNG ALPG) fr ‘eansporation, @ 20 develop gas-ased industries (methanol, ferilizes, He) and (to provide leverage fr the development of domests sas ‘mathe ‘means the gus sls and purchase agreement execute on 26° September 2020 between the CORPORATION ant Ashtavinayak Hychocarbon Limited and inches ny cee Page 39 124 “Gas Transportation Agreement” 00 “GTA 125 “Grose NAG Revenne” 126 “Management Commitee” oreMmacom” 127 “Marta” 1.28 “Measuring Equipment” 129 warms 130 *Nataret Gay? Now Associated Gas Welt” oF NAG Wels” 132 Won-Associated Gas" or “Nag “Operming Expenses” or “Opes” 134 “Operating Lease” 138 “Operations 136 “Operator” xs sales nareemestexcouod between CORPORATION snd fny a8 buyer fan te to tne seins the gos tansporationageeemen(s) exerted on 26" September 2020 between the CORPORATION and Keale Pipeline Limited and includes ay othe ax transporaton ‘agreement exceued beeen the CORPORATION ane & ‘wanspoter of Gas om inet ine, means the gross reve fom the sil of NAG before making sy deetons for exponsas, rf, levies or texes terete, tas fumher deseibed in clause 9 (Wlcaton of NAG Reveme) ofthis Agreement, fas the meaning providod in clause 8.1 (Management Commitee) ofthis Agrement means impotant- more a less necssanys having influence ‘oreffet going to de mars: having. do withthe subj tier. as isting fom or, ‘has the meaning provided in cleus 1.i(a)(Meanrementof NAG) of hie Agrsinent ‘means National Petole investment Managem Series. means, all gastour hydrocarons produced fn assosiaton With rade sil or eorvise andor from resis wi produce mainly gaseous hydrventons. ‘mean the NAG wells inthe Contrast Ate fom which NAG Ipodned and which inte are the sujet tro ths ‘Agrement. means natural gas found ina reservoir hat dows wt contin rade i ean all elevant expeasesinewred for prodcing NAG aid operating the NAG Well ond ll asocsted expenses aed levies but oes not iachule Transportation Tai and applicable ws, eves on Trenspotion Tit ‘means an agreement or arengament entered ito by the CONTRACTOR with lessor or the se of ering prope, in aesordince wi the terms of Such agreement oF rangement, whereby the Ge nelcing alli al vena Totiet the propery remains with te er. ‘means al activi elaing tothe development, produto», handling, tesporation of NAG, and sharing oF Ads Gross Revenue comerplted ar this Agreement ad ative in connection herwith, means de Party designated as on operatorin accordance with theclause [4 (Operator ofthis Agreement Pag 38 137 “Production Area” has the meaning provided in clase 10 (Prdetion Are of this Agreement 138 “Reguttor" or ‘means the Deparment of Petroleum Resources of the “Department” or “DPR” Ninisny of Poeun Resourses refed to es Flrlean Inspectorate under the Nigenar National Petokam Corporation Act CAP. NI23 TFN’ 2004 or any svsesar thereat éetesatd withthe Deparens responsibil 139 Ria neon rik related to geological, engineering, operations, eth, safer. and envionment 140 “Raya” ‘means oval payable on NAG hich sold unde the GSPA Imaceowdince wit the Petlou Aet ender applicable iw, asamended fam Gime tone ander the Laws ofthe Fdial Republi of Nigeria LAL “Technical Commitee” ts the meaning provided in 826) (Mangrment Commie) ofthis Agreement, 1a Terme has the mesning provided in clnse 5.1 (Term) of this Agreement 14 “Transportation Tariff*or means the teanspanstion tif? payable by she “Taff ‘CORPORATION tthe anspor of NAG under GTA, 144 “Wf Misconduct” means en ctaional or ecles disregaedof the standardsof resume and prudent opzatar oof ay provisions oF ts ‘Agreement, in divegard of avoidable and harm onseguanees or a delfbrate act of omission. the nsequences of which were freseenor foreseeable ad wire itended to. cunse hrm 10. people, propery ar tie tnvreament, but shall act inside any eror of gent or mistake mode by pecs ia the execs in goo ih ny function, authority er discretion conferred pursant to this Aaeerent LAS “Work Programme" or mans, for each yea. «progr of activites planned tobe owe" tarred out by the CONTRACTOR, fom tine tte, in spect of the eperatons fr suh yar, NOW, THEREFORE, with thems lite tobe lgaly bound, the Patios agree a follows: ‘TITLE TO NON-ASSOCIATED GAS 2.1 Title to NAG vests with the CORPORATION and the CORPORATION shall exceise exclusive sighs ove the NAG produce fom the Contact Are, Vee fom any interference ftom the CONTRACTOR Subjet to the deductions in clase 9 (Allocation of NAG Revenue) ofthis Agreement the CORPORATION has the iat 19 retain al the revenue realised fromthe sale of NAG. 3. SCOPE OF THIS AGREEMENT Pax 7 9 gE a 32 aa 34 35 4 42 43 su 52 6 ‘This Agioment provides for Operations inthe Contact Area by the CONTRACTOR, ‘Tho CONTRACTOR shall be responsible for the performance of such Operations a are ‘required under this Agreement und Sal condet Operations i the Context Area ‘The CONTRACTOR shal be responsible fr the preduction of NAG and ts delivery tothe soy eanser pin in consonance with ihe Assorted Agreements, ‘The CONTRACTOR together with he Ailntes shall povide Fund snd sul herefore have ‘an econo interest ine developmant of NAG inthe Contact Arce. The CONTRACTOR sal Be ened toe share of eve based onthe even sharing model agree by Panos ‘online under clause 9 (4Tocarion of NAG Revenae ofthis Agseement Speci provisions of the Associied Agreements deemed applicable in this Aereemest aro herby incomporsted into this Ageatnen Lo these exten an withthe sane force ally ssf ib his Agreement RIGHTS OF THE PARTIES ‘The CORPORATION shal retain the it al she orginal dla resuling orn the Opersions Inclading but not limited to geologal,asophysia, engineering. well logs epleon, ‘production, operations satus reports, and any eer data the CONTRACTOR mn compile uring the tenn hereof. provided, however, the CONTRACTOR shall esp and we ch ‘riginal ta daring the Ter ofthis Agreemeat andthe CORPORATION sal lt have secessto such orginal data dain the Ter ofthis Agreement. ‘The CONTRACTOR has the rghit of iagres o and egress fom the Contract Area and td ‘om files therein located at al times ding the Ten ois Agee ‘The CONTRACTOR has th ight tac om Beal of the CORPORATION with reeds the disposal of NAG in accordance with this Agreement and the provisions of CAA. The ‘CONTRACTOR shal in the event of any emergency requiring inedate oprtiona ation, take all action it deems proper ar prudent 1o protect the interests of the Panties tse Agree TERM ‘The em ofthis Agreement shal be twenty (20) eas fom the ETectve Date unless otherwise «tenda nd subjet such terms a may be ated by the Pris fllowing tics fosuch ‘extension by either Party, thich notice shal be served no ltr than twenty-four (24) mers before de expiration ofthis Agreement ("Ferm ‘Whore the unexpired esidue ofthe Oi Mining Lease OME" forthe Contract Areas shxer ‘than the duration of this Agreement, then the CORPORATION shal ake noconary nps fo renew the Oi! Mining Lease forte Contact Area im ode to ensure that he wally ees Agreements act impcted duet the expiration of sch OM CORPORATION'S OBLIGATION ‘The CORPORATION shall pry tothe Government in saly manner on rept of the appropiate Royalty on NAG ard inary and hold the CONTRACTOR havnt nl oases, damages expenses, actions of whstover Kind and nature naling but ot feel te legal fs and expenses sufered by the CONTRACTOR az result of any re bythe CORPORATION e pay Royalty in imely manner. Power & 62 6 oy a on 1s 16 . 1 19 710 ‘The CORPORATION shall py na tnely manner al the elevan tes an levies apie {othe CORPORATION under this Agreement, The CORPORATION shal provide all suppt tothe CONTRACTOR, upon request, a ciain ail applicable ermits, approval, and athaisions necessary end expedient fa the parfrmance of thie Agosment CONTRACTOR'S OBLIGATION Subjet to clause 9 (tncaton of NAG Revemse), he CONTRACTOR shal at ts ov Fisk incur all costs require forthe Operations under his Azrement ‘The CONTRACTOR sal pay ina timely manner al he leant tnxes end levies applable tothe CONTRACTOR undo ths Agreement. ‘The CONTRACTOR shal, submit to the CORPORATION a Gas Development Plan and subsequlythrealer fer as Developnet Plas endo any amendments o ers ‘creo a5 requited (fom time w tine for approval However, such approval shell nt be withheld by the CORPORATION unless in CORPORATION'S reasondbe ascomen! tere exists «potential Risk ‘Wat sw0 (2) months afer the Fsecuton Date and thereat, at east dhe (3) months prior 10 the begiming of each Calendar year or such extended period as otherwise agreed by the Panis, the CONTRACTOR sal prepare enisubmnit (2) Work Progenme for review and approval of MACOM in asconince withthe Gas Development Plan. However, such anproval sll not be witbeld by the CORPORATION unless in CORFORATION’s reasonable assesient hee ox © potential Risk (©) Badge, forthe information of MACOM ‘The CONTRACTOR shal cary ou the ative spud inthe Gis Development Plan aid Wiork Pogramime and shall adhere to specific tntines stipulated thren, CONTRACTOR hall provide tothe CORPORATION, wen update atlas onsen every quarter, epetiog te progress made inthe exscution of the Wark eoeanne ‘The CONTRACTOR shll seaside Decommissioning Fand in seoxdance withthe clause 26.2 ‘bonnet an Decommisstantg) of is Agreement ‘The CONTRACTOR shal commence Operations in the Contract Area in asconlence wih the ‘Work Programme and GDP. ‘The CONTRACTOR sll hen the sk of, damage, nd ability arising from are Rous ‘Operations sccondance with this Agreoment and te Lan ofthe Federal Republic of Ngee, ‘The CONTRACTOR shall be responsible for performing the fotos as seed under hse 1118 (Emilee Model) of he CAA, ‘The invoicing ani payment under this Agreement shall be governed by cause 7 (Obigatont ofthe Contact Adina) o8 CAA. ‘The CONTRACTOR shail ade by and fll comply with he Lawsof th Pera Reps of| Nigeria noting the Nigeria Oi and Gus fodusty Content Devlepent Act. Paes 39 E ‘The CONTRACTOR's obistons coined in lass 7.5, 74 and’ (CONTRACTOR'S Obligation) -eteinabove are subject othe GPA obligations foe GPP rauiverens & a MANAGEMENT COMMITTEE, In onder tat the Parties may a all tines cooperate in the implementation of Operations CORPORATION and CONTRACTOR shal later tan ity (0) das ae the Execution ate exalish amanagsinent conic (“Management Cmte” 0 °MACOM") Withost rejdie to heights an oblgations oF dbs CONTRACTOR far the day-to-day anagenent {F the Opentions, the MACOM shall be responsible for providing strategie uidancs and ‘overall supervision in elton to the Operations a8 futher desrited ander claus 82 (Management Commitee) hereunder The powers and dues ofthe Management Commitee shall be as follows (@) _thereview, revision amendment, and approval of the Work Prope in aconianee withthe GDP within hry (0) deys fom tha subensson of the Work Progrmne by the CONTRACTOR; (©) ensuring tha GSPA obligntions for GPP eequrerens ae taken ft consideration at the time oFappoval of Work Programme: (©) ensuring that CONTRACTOR caries out the decisions ofthe MACOM ad conducts Operations in a. proper and continuous manner and in accordance, with good national gasindusry pacts. the provisions ofthis Agreement, nda pplcble Laws: (@) determine the relingushment of any par of the Prodostion Ae based on this ‘Agicemst athe La, (©) detenination ofthe decommissioning programme in asordance withthe clause 26 ‘bandonment and Decamisscning (© review ofthe hat yey pecormance report, submited by the CONTRACTOR. which ‘will nude prodition and wlzation volumes techies! performance, challenge in implementing the GOP andor the Work Programe, (6) conduct period ste vss to the production files a lest twice a yar ani as may be deemed nett, the CONTRACTOR shall make adequate ianemerts fo ensure the visits re exe proper () mandate members ofthe MACOM or Technical Comal {0 visi the faily to review the production and metering facilites ar to commissionnge ()_cevew the reconciled gus sles revenue and voor in acordance withthe ease 7 (Ohigation of Contract Adorinirtor) of te CAA, © tw esabish a techaical commits, with repression from the Paes, wherever MACOM deems necessary fm tite to tine, te provide. aivies and resommendatin(s) tothe MACOM onthe mates fisted in the sub-else (0) © 1), shove. Suc Technic! Commie stl be subjected tall a he following condos 9 ishallcomprite ofa total of four members, wth so repeesenttves from the ‘CORPORATION and two represonatives frm CONTRACTOR respecte. ae z 43 84 (1) the spew persons rpreeating tne CORPORATION and CONTRACTOR in the Tecnica! Commitee could be changed by the respctve nominating Pty a any time by giving ana east seven dys advance ntce 1 the het Pat iy within (15) Hen days oF te Execution Date the Parte hl wonvinaethsir respective epreseiatves on the Tetrical Commitee nd sll noi the other Party that effect Gs) All decisions ofthe Technical Commie shal be taken unanimously ax in ‘ase of inability fo ave at such unanimous decision by the Tecnica ‘Connie, the relevant mater shall be rtered to MACOM and MACOM sill then unaninousy take 2 dsion op the mater afer due eonsiderion, delbertions and consultants us deeined spyoprite by MACOM: (9) All costs ad expenses related tothe mectngs of the Technical Cmte Shall be bate by the CONTRACTOR (Technical Commies") ‘The Management Commitee sal consi of i (6) parsons appointed hy the Pasties follows: (©) tues (9) representatives tobe appointed by the CORPORATION; and (©) three) rpresemtves to he appointed by the CONTRACTOR, ach Paty shall dosgnate by ote in wing to the ote Party (2) the names ots epresonatvos to serve as member ofthe Manigsment Comite () their temares provided has each epreientative shal aly be enitad to sip oe son lo at ashe alterte none poi ne sad (0 members or alerts shall be aulorsed co represent that Party with respect co the affairs ofthe MACOM. Such nie sal give the names es, and addresses ofthe designated meonbers and alerts. Each member may nominee any oer mm ot tert to represn sch member af meetings ofthe Mages! Commies (‘The CORPORATION’ shall sppcint the Chsiman of MACOM hile the CONTRACTOR shall appoint te sacar. The secretary shall be responsi fo the maintenance of the minutes of all meetings and records of all dessins of the Management Commitee, however te serairy shall not bea tember of MACON. (©) Atleast fourteen (1) days prior each scheduled Management Commitee metirg or sch oer psriod as my be mutually determined by the Pres fom tet ine the secretary sal provide an delve io each mesiber an agonds of muters with bet be considered daring cach meeting. No agenda oe its shal be required inthe eve of am energeney mecting, ad no ape tam for which briefs are not delivered within the io state sal be conser, (Brier Paty may cbange any’ oF ts respeative members ar altrnale rom tne sine by notifying de her Party in writing oe Bass than ten (10) ays in adc ofthe tative date of such chang. (2) TheChaiman or his aerate the ese maybe shall preside over the meetings ofthe Management Commitee and in his absence, ary ther member representing the Pre 119639 g of ‘CORPORATION shall preside over the meetings as Chairman and such person sil be regarded the “Chairman” forthe purposes ofthis clase B (Managers Commitee). ‘The minutes of each weting shall be approved by the Management Commitee at the next meeting and signed by the Chairman o his alternate any other member representing the CORPORATION (atthe cece maybe) as wll as by a member "representing the CONTRACTOR atthe MACOM, nd the Seeretary shill deliver spies ‘hereto every member (0) Unless otherwise agreed by the Paris, the Managertent Commices shall meet the head offic of CONTRACTOR or any her venue as my be ngrced not estat once very si (6) calendar months ovat such ether ntrvalsae ay be agreed ty the Management Comite. The quorum for any meeting ofthe Management Comte ‘Shall consist of at least tw (2) representatives of CORPORATION and two (2) repeeventaves of CONTRACTOR, The Chaioman and CONTRACTOR lead (his teat by whatever rare called) ust be present at every Management Comte: Meeting for a quorum fo be fod Ino such quocm present, he Chan sal ef that meeting and shall call for another mesting ofthe Manone Commitee ving atlas fourteen (14) days’ nie of such meting. (Except as otherwise expressly provide in this Agrement all mates regia the approve of the Management Commitee shall be raquied to be approved fy: a vote of the members a the Management Commie preset a he meat ive, unamous decisions can also be taken bythe MACOM by passing resolutions to tat offer in writing whic wil, however, be req to be sige OF ‘otherwise approved in wring by each member of the MACOM, © The Paris shld be bound by, and abide by, each eecsion of the Management Commie ly made in eccondance with he provisions ofthis Agee The cost and excenss clad 19 the holding ofthe MACOM meetings an anondance of the Panes epesonistives in such MACOM mestings hall Be home by the CONTRACTOR, ALLOCATION OF NAG REVENUE ‘The Gross NAG Revenue shal be expended or dsb (on revenue sharing basis) the following order of pricy, on 4 monty bas: i: The CORPORATION shall pay or cause to have pie end from Grass NAG Revere as pest Inthe GTA. (@) ‘Transportation Tai mite Transporation Te (0) Taxes and eves: The CORPORATION shall pay or sas to hav pail ppfeble taxes an! levies applicable ro Transportation Tarif tof revenue realise fom the sale of NAG. (©) Royal: The CORPORATION stall pay or use to have paid Royshy te the Goverment out ofthe evenue realised fom the sale of NAG. Royalty pad hel sccordance with the royalty rash specified undet the eelvant Lav reprodca at Anmexare 1 (Camparton of Royals to this dgreent (© Allocation of Adjusted Gross Revenue: The Parties shall shar the Adjusted Gross Revenue, in aevordance with the following methodology sing the eniment mo! pursuant io clause 7.1.6 (Enema Naki of te CAR: 92 93 o4 os (the CORPORATION shal be etd tox"% ofthe Adjusted Gross Revene: and i) the CONTRACTOR shal be ented w (100% 6 ofthe Adjusted Gross Revenue such thet the value of °x" shall be deter based the al ‘nnultve sles quantity of NAG by CORPORATION under his Agremant dain the period stating from the Elective Date and il the end ofthe date with reference to which Such moly Gross Achisted Revense reed be shared (*Cumudane NAG Sales Quawiy”) and as free destited 32 bela Sharing of Adjusted Gross Revenue: ‘Cumulative NAG Seles CORPORATION: CONTRACTCR’s Quanty (ho Bilion Standort sre (30)% share (100-0) Cube Fet) Oto up 1 380 10% 90% Above 350 but up 0 700 1336 85% Above 700 but upto 1,50 20% 0% Above 1:0 2398 138 Pontes’ cespetve sharing percentage of Adjted Gross Revenue fo" any Cumolaive NAG Sales Quint above 2.000 Billim Standard Cui Feet shall be re-aopotited by the Parts. ‘The CONTRACTOR” share of Adjusted Gross Revenve sll be owards () Theamount of Opes neue bythe CONTRACTOR: (6) Taxes and levies a applicable tothe CONTR ACTOR: Each Psy shall be empnsble forthe payment of is espective taxes as ae nly fapoued upon it a copes OF ofits ard income realised rm its share of Adjusted Gros Reve: (© The amount of Capex insured and invested by the CONTRACTOR in relation to NAG: (© CONTRACTOR’s profit and inert rate of etn os nvestments: Balance feof ‘he CONTRACTOR'S shire of Adjusted Gross Revenue afer Incusrng Oper, mxst ad levies, and Capex Pursuant to che Ancle 23. ofthe PSC, loss related to he discovery of te NAG resources shall be elsimed by the CONTRACTOR as operating oot under the PSC. Any cont of wetgation 0 NAG shal be covered by thi Agreement For the purpose ofthis Agretman, withost peste to the Execution Dae ofthis Agoonent, the CORPORATION and CONTRACTOR shall be ended to Ticir respective hare OF ‘Adjusted Gross Revene that hes bee eased from the Contract Au under the OSPA Fort the Efecive Dae, [NAG PHee/Valvation Mechanisms ‘The NAG ftom the Contact Ara shal be aed for the purpose oF ths Agret ment as flows Page 18062 & 1 (@) Contact Prize (bse on nehack pricing in accondance with the clause 12 (Conracy Price) ofthe GSPA forthe NAG Supplied (Appendix Vito the GSPA relied Werke sxample of Conrat Price formula as boen reprodveed herein se Annexure 11 ppendis V1 Worked Example of Carat Price Formula tothe GSPA) © this ‘Agreement forthe els). () NAG. if ae, would be ascribed a ero value. Chars respec of fred NAC sll ‘es hpulated by the Regul, (6) Resnjeted NAG shal be ascribed zero vale. (8) NAG deliver to meet any domes gas supply obligation fom the beck sale ia ‘ascordanee wit he National Domestic Gas Supply and Pris Poigypreseibd by. ‘he Federal Goverment of Niger. PRODUCTION AREA ‘Subject fo clase 7.3 (CONTRACTOR's Obligation) ofthis Agreement the CONTRACTOR sll prepare anid submit GDP and, f required, an addendum to GDP, Vor CORPORATION'S !approval, The NAG reservoirs described inthe GDP and any addendum as approved by the CORPORATION shill constitute the prodtion area ("Production ree) PROVISION OF GAS FACILITIES ‘The CONTRACTOR shall install the gos faites whick ane quia forthe pupa oF| Producing, metering, and deivetiag NAG from the wellhead fo the maid of the pene (Delivery Poin) n accordance with thi Agri, ‘A NAG Production Report. on a. monthly. bass, shall be submited in-weting by CONTRACTOR to CORPORATION ina formas a out in Annexare-IV (Other Previn) ‘oth Agreement Measirement of NAG (0) Measuring Eaipment ‘The CONTRACTOR shall be responsible for the purchase, nstalliton, and rmsintenance cost of all mecong and anlsis equipment. housings, device, snd ‘atria including all equipment, appliances, and buldigs required to mete and analyse NAG as required by any” applieable taw and industry standards (ihe “Measuring Euipment”). The Measuring Equipment shall be purchased and installed by the CONTRACTOR. ror to the Commissioning Date (as defined inthe GSPA) and he sine shal be ‘allbyatedpeiically by te Regular (8) Standards and Procedure for NAG Measurement ‘The volumes of NAG measured onthe Measuring Equimnt by the CONTRACTOR tthe measurement point shall be the volumes which have been delivered 8 the CONTRACTOR heseunde atthe Delivery Poi n compliance with relat snd industry stndads Cie eherwis spesfied NAG vnasurement sal be eae ot by meee: nmtven B (© Thedesign and construction of which hav been aceaped ror othe tne of insallvn, bythe Panes forthe purposes of reporting the quantities of RAG. aivered a the Delivery Pint i) Wien shall te italled, and rsinsiced by the CONTRACTOR, at the ‘CONTRACTOR'S expense and loate at the Devry Poin: nd i) Thecalfvacon and maintenance prograns of whish have bsen cepted the ine of installation and commissioning teach and every eae by the Pts, ‘he aliron ofthe meter tobe done by the DPR fom tne to tne, (2) Altemative and ational Measuring Bguipment ‘The CONTRACTOR shal provide such sterantve flies as would be proved by 1 reasonable and prodent operator to ensure tht withdrawal oP any pat ef the Measoring Equipment for nintenane or adjustment des not aft the conned

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