NOTICE: The text below was created automatically and may contain errors and differences from the contract's original PDF file. Learn more herePetroleum Agreement
For the Production, Development and Exploration of Petroleum
dated 8 August, 2007
- between -
- and -
Stream Oil & Gas Limited
TABLE OF CONTENTS
PREAMBLE ......................................................................................................................................................... 1
ARTICLE 1 DEFINITIONS................................................................................................................................ 3
ARTICLE 2 SCOPE OF AGREEMENT, ANNEXES TO THE AGREEMENT ........................................... 8
ARTICLE 3 TERM ............................................................................................................................................ 11
ARTICLE 4 RELINQUISHMENTS ................................................................................................................ 14
ARTICLE 5 CONDUCT OF OPERATIONS .................................................................................................. 16
ARTICLE 6 EVALUATION AND EXPLORATION..................................................................................... 18
ARTICLE 7 DEVELOPMENT AND PRODUCTION ................................................................................... 20
ARTICLE 8 ANNUAL PROGRAMS AND BUDGETS ................................................................................. 21
ARTICLE 9 ALBPETROL SHARE AND COST RECOVERY.................................................................... 22
ARTICLE 10 EMPLOYMENT, TRAINING AND BONUSES ..................................................................... 24
ARTICLE 11 TITLE TO ASSETS ................................................................................................................... 24
ARTICLE 12 RIGHTS AND OBLIGATIONS OF THE PARTIES.............................................................. 25
ARTICLE 13 TAXATION................................................................................................................................. 28
ARTICLE 14 IMPORTS AND EXPORTS ...................................................................................................... 28
ARTICLE 15 BOOKS OF ACCOUNT, CURRENCY, EXCHANGE CONTROL AND PAYMENTS..... 29
ARTICLE 16 ASSIGNMENT ........................................................................................................................... 30
ARTICLE 17 FORCE MAJEURE ................................................................................................................... 31
ARTICLE 18 GOVERNING LAW................................................................................................................... 32
ARTICLE 19 ARBITRATION ......................................................................................................................... 32
ARTICLE 20 ENVIRONMENTAL AND SAFETY MEASURES, PREVENTION OF LOSS .................. 33
ARTICLE 21 GOODS AND SERVICES ......................................................................................................... 34
ARTICLE 22 ABANDONMENT ...................................................................................................................... 35
ARTICLE 23 CONFIDENTIALITY ................................................................................................................ 35
ARTICLE 24 TERMINATION......................................................................................................................... 36
ARTICLE 25 AUDITS....................................................................................................................................... 37
ARTICLE 26 GENERAL PROVISIONS......................................................................................................... 37
ANNEX A ............................................................................................................................................................ 41
ANNEX B .............................................................................................................................................................. 1
ARTICLE 1 GENERAL PROVISIONS............................................................................................................. 1
ARTICLE 2 PETROLEUM COSTS .................................................................................................................. 1
ARTICLE 3 CONTRACTOR'S REVENUES ................................................................................................... 7
ARTICLE 4 FINANCIAL REPORTS TO ALBPETROL ............................................................................... 7
ANNEX C .............................................................................................................................................................. 1
ANNEX D-1........................................................................................................................................................... 1
ANNEX D-2........................................................................................................................................................... 3
ANNEX E .............................................................................................................................................................. 1
ANNEX F .............................................................................................................................................................. 1
This Petroleum Agreement is entered into and delivered at Tirana, Republic of Albania, this
____8______ day of __August______, 2007.
Albpetrol Sh.A., a state company organised and existing under
the laws of the Republic of Albania (hereinafter referred to as
ON THE ONE PART
- and Stream Oil & Gas Ltd., a company registered in Cayman
Islands and having a branch registered in the Republic of
Albania (hereinafter referred to as "Contractor")
ON THE OTHER PART
WHEREAS, petroleum operations in the Republic of Albania are governed by Petroleum
Law No.7746 dated 28.7.1993 as amended by Law No.7853 dated 29.7.1994 and by Law No.
8297 dated 04.03.1998 jointly cited as the Petroleum (Exploration and Production) Law
1993, by Decree No. 782 dated 22.2.1994 on the Fiscal System in the Petroleum Sector
(Exploration-Production) as amended by Law No.7811 dated 12.4.1994 on the Approval of
Decree No.782 on the Fiscal System in the Hydrocarbons Sector (Exploration-Production),
by Law No. 8297 dated 04.03.1998 as well as by Decision No.547 dated 09.08.2006 on
Setting Up the National Agency for Natural Resources (the aforementioned legal documents
are collectively referred to as "Petroleum Law"); and
WHEREAS, in the Republic of Albania the state is the only owner of all natural resources
within its territory and offshore areas and has the right to explore, develop, extract, exploit
and utilise natural resources; and
WHEREAS, the National Agency for Natural Resources (hereinafter referred to as "AKBN")
on behalf of the Ministry of Economy, Trading and Energy has the exclusive right to enter
into a License Agreement with Albpetrol to perform all the Petroleum Operations described
in this Agreement; and
Whereas is the Policy of Republic of Albania to encourage Exploration for and Production of
Oil and gas in Albania (Petroleum Low Nr7746, date 28/07/1993).
Whereas according to the Agreement between Ministry and Albpetrol, 26 day of July 1993,
Albpetrol have the right for Petroleum exploration (article 2.1 of agreement), on Delvina
Block (List B)
Whereas Albpetrol according to the Petroleum Agreement have the right to grant to a
contractor exclusive right to conduct exploration within Contract Area (article 3.a.i), under
the terms and conditions specified therein.
Whereas contactor agrees to undertake its obligations stipulated herein after for exploration in
WHEREAS, Albpetrol is a party to the Licence Agreement dated 08/06/2007; and
WHEREAS, Contractor, Albpetrol and the AKBN have executed the Instrument of Transfer,
conditional upon this Agreement becoming effective; and
WHEREAS, the Parties make this agreement to record the terms upon which Contractor will
join Albpetrol in the conduct of the Petroleum Operations and become a party to the above
mentioned Licence Agreement, and for related purposes; and
WHEREAS, Contractor has the adequate capital, technical and commercial capacity,
personnel and organizational capacity required to successfully complete the operations
specified below; and
WHEREAS, Contractor agrees to undertake its obligations stipulated hereinafter as a
contractor with respect to Petroleum Operations as defined in this Agreement; and
WHEREAS, the Parties each have the right, power and authority to enter into this
WHEREAS, Contractor and Albpetrol intend this Agreement to record the terms upon which
Contractor will join Albpetrol in the conduct of Petroleum Operations and become a party to
the Licence Agreement, and for related purposes,
NOW, THEREFORE, the Parties hereto agree as follows:
In this Agreement, words in the singular include the plural and vice versa, and except where
the context otherwise requires the following terms shall have the meaning set out as follows:
"Abandonment" means the final abandonment through decommissioning, removal,
and/or disposal of wells and facilities used for Petroleum Operations and the rehabilitation of
the land in the immediate vicinity of an abandoned well to a condition not worse than its
condition as of the time immediately before commencement of Petroleum Operations in
respect of such well or facilities, and the term “to Abandon” shall have the corresponding
"Abandonment Costs" means costs and expenditures (whether of a capital or
operational nature) incurred or to be incurred in connection with the Abandonment of
facilities or equipment.
"Abandonment Plan" means a plan prepared by Contractor or anyone designated by
and on behalf of Contractor for the Abandonment of the wells, facilities and equipment used
for the Petroleum Operations.
"Accounting Procedure" means the procedures and reporting requirements set forth in
Annex B to this Agreement which forms and integrated and indivisible part hereof.
"Affiliate" means a subsidiary company, a parent company or a sister company to a
Party or an entity comprising a Party. For the purposes of the foregoing definitions:
a subsidiary company is a company controlled by a Party or an entity
comprising a Party;
a parent company is a company that controls a Party or an entity comprising a
a sister company is a company that is controlled by the same Person as a Party
or an entity comprising a Party.
"Control" means that a Person owns share capital, either directly or through other
Persons, which confers upon it a majority of the votes at the stockholders’ meetings of
the company, which is controlled.
"Agreement" means this Petroleum Agreement together with Annexes as may be
amended from time to time by mutual agreement of the Parties and approval of the Council of
Ministers, for the evaluation, exploration, development and production of Petroleum in the
"Albpetrol Operations Zone" means that portion of the Contract Area which is outside
of the Project Area.
"Albpetrol Share" has the meaning given in Article 9.2.
"Annual Program" means an itemized statement of the Petroleum Operations to be
carried out within or with respect to the Project Area and the time schedule thereof.
1.10 "Appraisal Period" means the period which Contractor deems necessary to
determine whether a Discovery is a Commercial Discovery and upon a Commercial
Discovery such period shall continue up until the commencement of the Development
and Production Period. Any retention period pursuant to Article 6.11 shall form part of
the Appraisal Period.
1.11 "Appraisal Well" means any well whose purpose at the time of commencement
of drilling is the determination of the commerciality of an existing Discovery.
1.12 "Associated Gas" means Natural Gas found in association with Crude Oil if such
Crude Oil can by itself be commercially produced.
1.13 "Available Petroleum" means the amount of Petroleum (less any amount used in
Petroleum Operations, flared or injected, and less any Deemed Production to which Albpetrol
is entitled under this Agreement) produced, saved and metered from the Project Area at the
1.14 "Barrel" means a quantity of Crude Oil equal to 158.987 litres at standard
atmospheric pressure of 1.01325 bar and temperature of sixty degrees Fahrenheit (60°F).
"Baseline Study" has the meaning given in Article 20.4.
1.16 "Budget" means an estimate of revenues and expenditures in respect of an Evaluation
and Exploration Programs or an Annual Program.
1.17 "Calendar Quarter" means a period of three (3) consecutive Months beginning
January 1, April 1, July 1 or October 1 and ending March 31, June 30, September 30 or
December 31, respectively.
1.18 "Condensate" means blends mainly consisting of pentanes and heavier hydrocarbons,
directly recovered from the hydrocarbon reservoirs or obtained from gas conditioning, which
are liquid under ambient conditions of temperature and atmospheric pressure.
1.19 "Contractor" means Contractor and its respective successors or permitted assignees
according to Article 16.
1.20 "Contractor's Revenues" means the cash proceeds received by Contractor as a result
of the sale of Cost Recovery Petroleum and Profit Petroleum, as more fully described in the
1.21 "Contract Area" means the geographical area in Albania, which is more specifically
(horizontally and vertically) identified in Annex A.
1.22 "Contract Year" means a period of one year commencing with the Effective Date or
any anniversary of the Effective Date.
1.23 "Cost Account" means the set of accounts maintained by Contractor in accordance
with the provisions of the Accounting Procedure, showing the charges, credits and other
transactions accruing in respect of the Petroleum Operations.
"Cost Recovery Petroleum" has the meaning given in Article 9.2.
"Cost Recovery" has the meaning given in Article 9.3.
"Crude Oil" has the same meaning ascribed to this term in the Petroleum Law.
"Deemed Production" has the meaning given in Article 3.6.1.
1.28 "Delivery Point" means the following points agreed to by the Parties and approved by
the AKBN, or any other points which are agreed by the Parties and approved by AKBN:
1.28.1 as to Gas and Condensate taken by Contractor for export sale, FOB the
relevant Albanian port,
1.28.2 as to Gas and Condensate taken by Contractor for sale to ARMO or otherwise
(but not for export sale), at the point of delivery under that Gas and
Condensate sales contract, and
1.28.3 as to Gas and Condensate delivered to Albpetrol pursuant to Article 3.6 or
Article 9, at Pad (“____”).
1.29 "Development and Production Area" means the area as defined in the Development
Plan in accordance with Article 7.2.1 or a revised Development Plan. Once designated, the
Development and Production Area shall extend to all depths within its lateral boundaries.
1.30 "Development and Production Period" means, in relation to the Development and
Production Area, the period specified in Article 3.
1.31 "Development Plan" means a plan, including the works, relevant activities, and the
budgets therefore setting forth the overall strategy for the development and production of
Petroleum from the Project Area prepared by Contractor and approved in accordance with
Article 7, including any amendments thereto.
1.32 "Development Well" means any well in respect of which activity will be occurring
during the Development Program.
1.33 "Effective Date" means the date on which the Council of Ministers in accordance with
the Petroleum Law issues a decision approving this Agreement.
"Environment" means the components of the earth and includes:
1.34.1 air, land and water;
1.34.2 all layers of the atmosphere;
1.34.3 all organic and inorganic matter and living organisms; and
1.34.4 the interacting natural systems that include components referred to in sections
1.34.1 to 1.34.3.
1.35 "Environmental Damages" means any and all loss, injury, death, damage or other
event of any kind whatsoever, and howsoever or whenever occurring, to or in relation to the
Environment (including but not limited to any loss or damage to real or personal property) in
respect of which any liability or obligation has accrued or may in the future accrue to
Contractor, its Affiliates, any predecessor to Contractor or its Affiliates or Subsidiaries, or
any of them, to incur any remediation, reclamation, clean-up or other expenses, or to
compensate any person or the estate of any individual, whether by reason of any equitable,
common law, statutory or civil liability or obligation or remedy available, whether applicable
by reason of the ownership of Contract Area or responsibility for any operations conducted
on or in respect thereof at any time in the past, present or future, and whether or not resulting
from negligence, nuisance or otherwise, which loss, injury or damages shall include but not
be limited to all damages, awards, expenses and costs (including legal costs on a solicitor and
its own client basis) incurred in any way relating to such matters.
1.36 "Evaluation Area" means either the entire Field if Contractor takes over all Wells in
the area or the square area 142.25 m North, East, South and West centred on each selected
1.37 "Evaluation Period" means the period during which Contractor will conduct the
Evaluation Program, which period is described in Article 3.2.
1.38 "Evaluation Program" means a program of work to be performed by Contractor as
specified in Annex D-1.
1.39 "Evaluation Well" means any well in respect of which activity will be occurring
during the Evaluation Program.
1.40 "Existing Baseline Study" means the Full Environmental Benchmark Survey for the
Rehabilitation of the Delvina field and a Baseline Survey to be conducted by Contractor.
1.41 "Expert" means an individual or an entity who is not a resident or citizen of Albania
nor has been employed by Contractor, Albpetrol or AKBN and who by training and extensive
experience, has highly developed knowledge in the technical area wherein lies the dispute or
disagreement which he or she is to resolve and who is appointed pursuant to the provision of
1.42 "Exploration Operations" mean Petroleum Operations which are conducted
under this Contract during the Exploration Period for or in connection with the
exploration for Petroleum including, without limitation, geological, geophysical and
other technical surveys and studies, the review, processing and analysis of data, the
drilling of exploratory wells, associated planning, design, administrative, engineering,
construction and maintenance operations and all other related operations and activities
referred to in Annex "B" or otherwise contemplated under the provisions of this
1.43 "Exploration Period" means the period during which Contractor will conduct the
Exploration Program, which period is described in Article 3.2.
1.44 "Exploration Program" means a program of work to be performed by Contractor as
specified in Annex D-2.
1.45 “Exploration Well" means any well in respect of which activity will be occurring
during the Exploration Program.
1.46 "Fiscal Year" means the period of twelve (12) consecutive months according to the
Gregorian calendar starting January 1st and ending December 31st, both dates inclusive.
1.47 "IOR/EOR Methods" means Petroleum Operations which aim at reaching the
Maximum Efficient Recovery from a Reservoir through improving its natural energy system
and its hydrocarbon drainage by applying, without being limited to, recompletion, reworking,
cold heavy oil production methods, steam-assisted gravity drainage methods, water injection,
repressuring, thermal heating, vertical and horizontal drilling and other enhanced production
1.48 "Licence Agreement" means the Licence Agreement dated 08/06/2007 granted by the
Ministry and the AKBN to Albpetrol governing Petroleum Operations in the Contract Area,
and to which Contractor will become a party upon execution and registration of the
Instrument of Transfer attached as Annex E.
1.49 "Losses and Liabilities" means, in relation to a party, all losses, costs, damages and
expenses which that party suffers, sustains or incurs, including but not limited to legal fees
and disbursements on a solicitor and its own client basis.
1.50 "Measurement Point" means the point mutually determined by AKBN and the Parties,
where appropriate equipment and facilities will be located for the purpose of performing all
volumetric measurements and other determinations, temperature and other adjustments,
determination of water and sediment content and other appropriate measurements, to
establish, for the various purposes of the License Agreement and this Agreement, the
volumes of Petroleum. The Measurement Point may or may not be the same as the Delivery
1.51 "Ministry" means the ministry in charge of petroleum activity in the Republic of
1.52 "Natural Gas" means any hydrocarbons or mixture of hydrocarbons consisting
essentially of methane in a gaseous state under normal conditions of pressure and
temperature, extracted from the subsoil separately or together with liquid hydrocarbons.
"New Evaluation Area" has the meaning set forth in Article 3.5.6.
"New Evaluation Program" has the meaning set forth in Article 3.5.6.
1.55 "AKBN" means the agency established by the Government of Albania responsible for
implementation of the Hydrocarbon Law, as defined in Decision No.547 dated 09.08.2006 by
the Council of Ministers.
1.56 "Operator" means Contractor or, if Contractor comprises more than one person, such
Person duly appointed by the Parties for executing and implementing the Petroleum
Operations in the name of, for the account of, and under the responsibility of Contractor.
"Party" or "Parties" means Albpetrol or Contractor or both of them.
1.58 "Person" means any individual, corporation, partnership, joint venture, association,
joint stock company, trust, unincorporated organization, Albanian governmental authority, or
other form of entity.
"Petroleum" means Crude Oil, Condensate or Natural Gas.
1.60 "Petroleum Operations" all or any of the operations including the Abandonment
aimed or authorized by the Petroleum Agreement and the License Agreement and operated
by the Parties on or after the Effective Date, including without limitation the testing,
exploration, evaluation, development, extraction, production, treatment, transportation and
storage of Petroleum of or from the Contract Area pursuant to this License Agreement.
1.61 "Petroleum Costs" means all of the costs and expenditures borne and incurred by
Contractor in or in connection with the conduct of Petroleum Operations pursuant to this
Agreement, determined and accounted for in accordance with the Accounting Procedure, but
does not include Taxes.
"Project Area" means:
1.62.1 during the Evaluation and Exploration Periods, that portion of the Contract
Area which is designated from time to time as the Evaluation and Exploration Areas;
1.62.2 during the Development and Production Period, that portion the Contract Area
which is designated from time to time as Development and Production Area; and
1.62.3 if Contractor undertakes a New Evaluation and New Exploration Programs,
that portion of the Contract Area which is designated from time to time as the New
Evaluation and New Exploration Areas.
"Profit Petroleum" has the meaning given in Article 9.4.
1.64 "Taxes and Duties" means all taxes, duties, tariffs, fees and other payments of
whatever nature payable to the Albanian Government (or to any of its agencies) or to any of
its +administrative sub-divisions (or agencies).
1.65 "US $" or "US Dollars" means United States Dollars, being the legal currency of the
United States of America.
Scope of Agreement, Annexes to the Agreement
This Agreement is an evaluation, exploration, development and production operations
arrangement and it shall cover Petroleum Operations in the Contract Area. The rights and
obligations of the Parties under this Agreement shall take effect from the Effective Date.
Albpetrol shall notify Contractor of the date of the approval of the Council of Ministers
within five (5) working days of its occurrence.
Subject to the terms and conditions of this Agreement and Article 2.3 and 2.4,
Albpetrol hereby irrevocably appoints and constitutes Contractor solely and exclusively to
conduct Petroleum Operations in the Project Area during the period specified herein, and to
expand the Project Area in accordance with this Agreement to include any lands within the
In accordance with the Section 3.2 of the Licence Agreement, the Parties have the
to conduct Petroleum Operations in the Contract Area;
to treat, store and transport the Petroleum extracted from the Contract Area;
to construct and install all facilities and equipment (including storage,
treatment, pipelines and other means of transportation) required for the
Petroleum Operations; and
to use for its own account, sell, exchange, export, realize or possess the
Petroleum extracted from the Contract Area, and take Profit from and title to
such extracted Petroleum subject to a right of requisition in the event of an
emergency to supply, or contribute to the supply of local market at
international prices at the time of request.
In accordance with the Section 3.2 of the Licence Agreement, and notwithstanding Article
2.3(a), (b), (c), and (d), any other contractor may conduct petroleum operations for
development and production of Petroleum outside of the Contract Area in accordance with
any agreement reached between a contractor and AKBN. The Ministry, Albpetrol, AKBN
and the contractor shall ensure that those petroleum operations will not interfere and
unreasonably prevent the normal development of Petroleum Operations of the Contractor in
the Contract Area, nor shall Contractor unreasonably prevent or interfere with the petroleum
operations of such other contractor.
Albpetrol has the right to conduct petroleum operations for its own account on any
portion of the Contract Area which has not been designated as the Project Area until such
time as Contractor requires Albpetrol to cease such operations. Any part of the Contract Area
may be selected by Contractor to become the Evaluation Area, a New Evaluation Area or the
Development and Production Area in accordance with this Agreement, regardless of whether
Albpetrol is conducting petroleum operations in that area.
Contractor shall be responsible for the execution of Petroleum Operations only in the
Project Area in accordance with the provisions of this Agreement, separately from Petroleum
Operations conducted by Albpetrol alone in Albpetrol Operations Zone, if any. Accordingly,
the rights, interests, obligations, liabilities and indemnities of the Parties in the Contract Area
shall be allocated as follows:
Interest in Project Area
Interest in Albpetrol
Without prejudice to Contractor's position as a contractor hereunder, the extent and character
of such work to be done by Contractor shall be subject to the review and approval of
Albpetrol to the extent provided for in this Agreement. Notwithstanding anything to the
contrary in the License Agreement or this Agreement:
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each of the Parties is responsible severally and not jointly for the rights,
interests, obligations, liabilities and indemnities of LICENSEE as set forth in
this Agreement; and
Contractor shall be solely responsible under the License Agreement and this
Agreement for Petroleum Operations conducted in the Project Area and not
elsewhere, and Albpetrol shall be solely responsible under the License
Agreement and this Agreement for Petroleum Operations conducted in the
Albpetrol Operations Zone and not elsewhere, including without limitation:
22.214.171.124 obligations pertaining to Abandonment;
126.96.36.199 paying costs and expenses of Petroleum Operations;
188.8.131.52 the preparation of the Development Plan and Annual Programs and
184.108.40.206 the calculation and payment of Petroleum Profit Tax;
220.127.116.11 compliance with operational and environmental standards;
18.104.22.168 the preparation of baseline studies;
22.214.171.124 the preparation of books, records and accounts of Petroleum Costs,
Cost Recovery Petroleum and revenues;
126.96.36.199 force majeure and termination for force majeure; and
188.8.131.52 breach and termination provisions.
Contractor will indemnify Albpetrol, its Affiliates, directors, officers,
employees and agents from and against any Losses and Liabilities arising
from any breach by Contractor of this Article 2.5.2, and Albpetrol will
indemnify Contractor, its Affiliates, directors, officers, employees and agents
from and against any Losses and Liabilities arising from any breach by
Albpetrol of this Article 2.5.2.
The Parties agree that:
184.108.40.206 any encumbrances granted by a Party may apply only in respect of its
interest in the Contract Area; and
220.127.116.11 the rights to free use of Petroleum produced from the Contract Area for
Petroleum Operations applies only to the Petroleum produced from and
Petroleum Operations conducted in respect of the Parties' respective
interests in the Contract Area.
In performing the Petroleum Operations, Contractor shall provide all technical and
financial requirements and employ the methods, procedures, technologies and equipment
generally accepted in the international petroleum industry.
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Contractor shall carry out Petroleum Operations hereunder at its sole risk and cost,
unless this Agreement expressly provides otherwise.
Unless otherwise stated herein or otherwise agreed in writing, Contractor shall receive
no compensation for its services nor any reimbursement of expenditures under this
Agreement, except for the share of Petroleum from the Project Area to which it may become
entitled under Article 9.
During the term of this Agreement, all Petroleum production from the Evaluation and
Exploration Areas and any Development and Production Area shall be divided between
Albpetrol and Contractor in accordance with the provisions hereof.
2.10 This Agreement does not award Contractor ownership rights over Petroleum in situ in
the Project Area. However, Contractor shall have the right to receive in kind, dispose of and
export freely its share of Petroleum from the Project Area in accordance with the provisions
of this Agreement. Contractor shall become a party to the Licence Agreement by the
execution of the Instrument of Transfer, which has been executed by Albpetrol and
Contractor simultaneously with execution of this Agreement.
2.11 The Annexes A, B, C, D, E and F to this Agreement are hereby made a part of this
Agreement and they shall be considered as having equal force and effect with the provisions
of this Agreement. However, in the event of any conflict between the Annexes and the body
of this Agreement, the body of this Agreement shall prevail.
Unless sooner terminated in accordance with the terms hereof, this Agreement shall
remain in effect during the Evaluation and Exploration Periods and any Development and
The Evaluation Period commences on the Effective Date and continues until the last
day of the month which is twenty four (24) months following the Effective Date. Contractor
shall conduct the Evaluation Program during the Evaluation Period. If Contractor and
Albpetrol are of the opinion that a longer period is required to complete the Evaluation
Program or evaluate results of the activities and methods conducted in the Evaluation
Program, then upon written request and approval of AKBN, the Evaluation Period shall be
extended for a further period of up to twelve (12) months, which written request must be
delivered at least forty five (45) days prior to the expiration of the Evaluation Period.
The Exploration Period commences on the Effective Date and continues until the last
day of the month which is twenty four (24) months following the Effective Date for Phase I
and an additional thirty six four (36) months for Phase II. Contractor shall conduct the
Exploration Program during the Exploration Period. If Contractor and Albpetrol are of the
opinion that a longer period is required to complete the Exploration Program or evaluate
results of the activities and methods conducted in the Exploration Program, then upon written
request and approval of AKBN, the Exploration Period shall be extended for a further period
of up to twelve (12) months for Phase I and another twelve (12) months for Phase II, which
written request must be delivered at least forty five (45) days prior to the expiration of the
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Contractor may elect to terminate this Agreement upon completion of the Evaluation
and/or Exploration Period, by written notice to Albpetrol, with a copy to AKBN. If
Contractor so terminates this Agreement, all wells, operations and assets (moveable and
immoveable) will be returned to AKBN or its nominee and Contractor shall be released from
all liabilities associated with this Agreement.
At any time before the end of the Evaluation and Exploration Periods,
Contractor may propose a Development and Production Area for (i) the
Evaluation and Exploration Areas, and (ii) such other portion of the Contract
Area which, based on the experience with the Evaluation and Exploration
Programs, Contractor believes may be capable of economic Petroleum
Operations. Contractor shall submit a Development Plan for the Development
and Production Area. The Development Plan shall be prepared on the basis of
sound engineering and economic principles in accordance with generally
accepted international petroleum industry practice.
The Development Plan shall be submitted to the AKBN for approval. The
AKBN may request changes to the Development Plan, and Contractor may
amend the Development Plan in response to such requests with the approval of
the Parties. The Development Plan shall commence on the date that the
Development and Production Program is approved and shall continue until the
expiration of twenty-five (25) years from the date of approval of such
If the AKBN does not approve the Development Plan notwithstanding that it
reflects sound engineering and economic principles in accordance with
generally accepted international petroleum industry practice, either of the
Parties may submit the dispute for expert determination in accordance with the
provisions of the License Agreement.
During the period in which the Development Plan is waiting approval by the
AKBN or being revised by Contractor in response to requests of the AKBN,
Contractor may continue operations in the Evaluation and Exploration Areas
and the proposed Development and Production Area similar to those being
conducted during the Evaluation and Exploration Programs, provided that
Contractor is not required to make any capital expenditures in excess of its
One Million US Dollars ($1,000,000) for the Evaluation Program, One
Million five hundred thousand US Dollars ($1,500,000) for Phase I of the
Exploration Program and Seven Million US Dollars ($7,000,000) for Phase II
of the Exploration Program.
At any time during the implementation of the Development Plan, Contractor
may propose a revision to the Development Plan. Such revisions may include
an expansion of the Development and Production Area to include areas
contiguous to any part of the existing Development and Production Area to be
evaluated from time to time through IOR/EOR Methods which Contractor
proposes to undertake under the proposed revision to the Development Plan,
subject to the limitation that the Development and Production Area may not be
further expanded after the fifth anniversary of the initial approval of the
Development Plan without the consent of Albpetrol and AKBN. Each
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revision to the Development Plan shall be prepared on the basis of sound
engineering and economic principles in accordance with generally accepted
international petroleum industry practice, and shall follow an approval process
similar to those for the original Development Plan.
During the implementation of the Development Plan, Contractor may propose
and design for approval by the Advisory Committee new evaluation areas
within the Contract Area but outside of any existing Development and
Production Area for a new Evaluation and Exploration Periods, subject to the
limitation that the Project Area may not be further expanded after the fifth
anniversary of the initial approval of the Development Plan without the
consent of Albpetrol and AKBN. Upon AKBN approval, which approval will
not be unreasonably withheld, such new Evaluation and Exploration Periods
will have an initial term of twenty four (24) months from commencement, and
shall involve a relevant evaluation program (the "New Evaluation Program")
involving a minimum work program and capital expenditure commitments and
an evaluation area (the "New Evaluation Area") at Contractor's assessment.
The New Evaluation Program shall be appended to Annex D. The New
Evaluation Area may include the lands within the Contract Area where the
new evaluation and subsequent development and production activities may
occur. After completion of each new Evaluation and Exploration Periods, an
addendum of the Development Plan must be submitted or the New Evaluation
Area relinquished. In case when Contractor has identified a potential upside
that extends outside the existing limits of the Contract Area, Contractor shall
have the right to request and obtain the additional area from AKBN, at no
extra cost, unless the area has been already licensed in which case a related
agreement between the Parties or any other third party must be reached
During the new Evaluation and Exploration Periods the Contractor shall carry
out the minimum work program and capital expenditure commitments as
described and detailed in the New Evaluation Program and appended to Annex
D, providing however that if, at the expiration of the New Evaluation Period,
or any extension thereof, or upon termination of this License Agreement,
whichever first occurs, Contractor has failed to carry out in accordance with
this Agreement, in whole or in part, the minimum work program and capital
expenditure commitments as appended to Annex D, then Contractor shall pay
to AKBN and amount equal to the non fulfilled part of the minimum capital
expenditure commitment as appended to Annex D.
In conducting the Evaluation and Exploration Programs, the Development Plan and
any New Evaluation Program, Contractor shall be entitled to take over any existing wells,
assets and leases in the Project Area, without compensation where Albpetrol is entitled to
such wells, assets and leases, except as provided in this clause.
Any Albpetrol wells in the Contract Area may be taken over by Contractor in
accordance with the takeover procedure described in Annex F. Where
Contractor takes over any Albpetrol wells, Contractor shall deliver in kind to
Albpetrol the Deemed Production of such wells in the months subsequent to
the takeover. The "Deemed Production" shall be calculated as follows:
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18.104.22.168 For any wells taken over by Contractor, the Deemed Production shall
be 70% of the average net Petroleum production of the well in the six
Calendar Months preceding the month in which takeover occurs, and
declined each month after takeover on the basis of an exponential 5%
production decline per year.
If Contractor takes over any Albpetrol wells as contemplated in Article 3.6.1,
then Contractor may elect to direct Albpetrol to shutin any other wells in the
vicinity of the wells taken over by Contractor. Contractor shall deliver in kind
to Albpetrol the Deemed Production of any wells which Contractor directs be
shut in, calculated in the same manner as in Article 3.6.1.
Where Contractor takes over any existing wells, assets and leases and
Albpetrol is not entitled to same, Contractor shall be responsible for
compensation to third parties to obtain such rights.
Without limiting the rights of Parties under Article 12, in the event that Contractor is
prevented or impeded from carrying on Petroleum Operations or from gaining access to the
Contract Area for reasons relating to the protection of personnel, subcontractors, or property,
or for problems of importing equipment and not within Contractor’s control, Contractor's
obligations hereunder shall be suspended from the time of the commencement of such
impairment until the impairment has been alleviated. As soon as practicable thereafter, the
Parties shall meet and agree upon a period of time which shall be added to the Evaluation and
Exploration Periods and any Development and Production Period, which period of time shall
be equivalent to the period of time necessary to restore Petroleum Operations to the status
which they occupied at the time of the impairment.
Contractor may elect to terminate this Agreement at any time during the Development
and Production Period, by written notice to AKBN. Termination shall take effect ninety days
after delivery of the notice. If Contractor so terminates this Agreement, all wells, operations
and assets (moveable and immoveable) will be returned to AKBN and Contractor shall be
released from all liabilities associated with this Agreement other than obligations under this
Agreement which have arisen prior to termination, including without limitation any
environmental and abandonment obligations under this Agreement and the License
Agreement. If Contractor cancels and surrenders the Petroleum Agreement during a Fiscal
Year of the Development and Production Period to which an approved Annual Program and
Budget applies, Contractor shall pay to AKBN the amount of any unexpended capital
expenditures contemplated under the Annual Program and Budget for that Fiscal Year.
Upon the expiration of the Development and Production Period, the Parties have the
right in accordance with the License Agreement to request from AKBN an extension of the
twenty five (25) year of the Development and Production Period for successive periods of
five (5) years each on the same conditions as provided for herein.
Contractor may at any time relinquish voluntarily its rights hereunder to conduct
Petroleum Operations in all or any part of the Contract Area. No relinquishment shall relieve
Contractor from its unfulfilled minimum commitments for an Evaluation and Exploration
Programs and any Annual Program and Budget under Article 3.8 and Article 6.1.
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At least thirty (30) days in advance of the date of a relinquishment under Article 4.1,
the Parties shall notify AKBN of the portions of the Contract Area to be relinquished.
Upon the date on which any relinquishment is to take effect upon AKBN's approval or
the termination of this Agreement, Contractor shall have no further rights or obligations in
regard to the relinquished area.
It is acknowledged that, as a result of relinquishments pursuant to this Article 4, the
Development and Production Area may consist of more than one non-contiguous area.
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Conduct of Operations
For the purpose of the proper implementation of this Agreement, the Parties
shall establish an advisory committee ("Advisory Committee") within fortyfive (45) days from the Effective Date. The Advisory Committee shall have
the tasks as set out in Article 5.1.5.
Albpetrol and Contractor shall each appoint three (3) representatives and
alternate representatives to form the Advisory Committee, and each Party shall
designate one of its representatives as a chief representative. All the aforesaid
representatives shall have the right to present their views on the proposals at
meetings held by the Advisory Committee and cast their votes when a decision
is to be made. The chairman of the Advisory Committee shall be the chief
representative designated by Contractor and the vice-chairman shall be the
chief representative of Albpetrol. The chairman of the Advisory Committee
shall preside over meetings of the Advisory Committee. Each representative
shall have one vote at all meetings of the Advisory Committee. The Parties
may, according to need, designate a reasonable number of additional attendees
who may attend but shall not be entitled to vote at the Advisory Committee
meetings. Each Party shall advise the other of the names of its representatives
within thirty (30) days of the Effective Date and shall give written notice of
replacement of any such representatives. Alternate representatives will
deputise for their principal representatives in the absence of the latter ones.
In order to be valid, any decisions required to be taken by the Advisory
Committee must have the affirmative vote of at least four (4) representatives
present at the meeting either in person or by conference telephone, it being
understood that no such decisions shall be valid unless at least two (2)
representatives of both Albpetrol and Contractor are present at the meeting,
either in person or by conference telephone. Decisions taken by the Advisory
Committee shall be recorded and signed on behalf of both Albpetrol and
Contractor at the end of any such meeting of the Advisory Committee.
Contractor shall prepare minutes of the meeting within thirty (30) days
thereof and dispatch it for approval to the Parties. Failure by a Party to
respond within twenty-one (21) days after receipt shall be deemed to be an
approval by such Party.
The Advisory Committee shall meet at least twice each Fiscal Year and
whenever required by Albpetrol or by Contractor, subject to a 15 days' prior
notice to its members, which notice shall include the agenda for the meeting.
Decisions may be made by the Advisory Committee by way of written
resolution signed by all six representatives or their respective alternates.
The Advisory Committee shall have the following functions and
responsibilities under this Agreement:
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22.214.171.124 to provide the opportunity for and to encourage the exchange of
information, views, ideas and suggestions regarding plans,
performance and results obtained under the Agreement;
126.96.36.199 to review principles established by Contractor from time to time
governing various aspects or activities of the Petroleum Operations and
to propose, for this purpose, procedures and guidelines as it may deem
188.8.131.52 to review and approve Annual Programs and Budgets proposed by
Contractor for the Development and Production Period, and propose
revisions in accordance with Article 8.3;
184.108.40.206 to review Annual Programs and Budgets proposed by Contractor for
the Evaluation Period and any New Evaluation Period;
220.127.116.11 to review and approve Development and Production Areas and the
Development Plan that Contractor, on behalf of the Parties, plans to
propose to AKBN for its approval;
18.104.22.168 to cooperate towards implementation of the Annual Programs and
Budgets and Development Plan; and
22.214.171.124 such other functions as entrusted to it by the Parties.
However, it is hereby agreed among the Parties that the following decisions
are reserved and made solely by Contractor:
126.96.36.199 the location, drilling, testing, completion, take-over of wells for recompletion of any well, either for the production of Petroleum or for
other Petroleum Operations, including without limitation the programs,
methodology and technology to be utilised in carrying out the above
188.8.131.52 Annual Programs and Budgets during the Evaluation Period; and
184.108.40.206 the areas for relinquishment under the Agreement.
If Contractor comprises more than one Company, Contractor shall select one
Company to act as Operator which shall conduct Petroleum Operations in the
Project Area in accordance with good international oilfield practice. Where
the Contractor is comprised of a single entity, that entity is the Operator.
The nomination of a successor Operator shall be subject to the prior approval
of Albpetrol which shall not be unreasonably withheld, provided that no such
approval is required and only written notification has to be given if the
successor Operator is a Company or is an Affiliate of a Company at such time.
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Evaluation and Exploration
Contractor shall carry out the Evaluation and Exploration Programs. If, at the
expiration of twenty four months following the Effective Date, Contractor has failed to
expend US$1,000,000 for the Evaluation Program and US$1,500,000 for the Phase I
Exploration Program or at the end of 36 months of the Exploration Phase II failed to expend
US$7,000,000 in conducting the activities comprising the Evaluation and Exploration
Programs, then Contractor shall pay to AKBN an amount equal to the non-fulfilled part of the
minimum financial commitment of the Evaluation and Exploration Programs, as specified in
In the event of delay in the payment of the indemnity to be paid to AKBN in application of
this Article 6.1, the amount owing in this respect will bear interest calculated from the final
date on which the indemnities should have been paid, and up to the time on which the
payment is done by Contractor, at the annual discount rate of the London Inter Bank Offered
Rate (LIBOR) plus one percent.
If Albpetrol agrees that Contractor may undertake work in respect of the Contract
Area prior to the Effective Date and with the approval of AKBN, such past costs so incurred
shall be treated as Petroleum Costs and the work shall be in (partial) fulfilment of
Contractor's obligations under Article 6.1.
Contractor has the right to spend more than US$1,000,000 for the Evaluation Program
and US$1,500,000.00 for the Phase I Exploration Program and expand the Evaluation and
Exploration Programs to include additional activities and work over additional wells within
the Project Area if it elects to do so during the Evaluation and Exploration Periods.
In case the Exploration Well proposed (according to Annex D-2) is a discovery then
Contractor and Albpetrol shall notify AKBN-not later than thirty (30) days after any
Discovery of Petroleum within the Contract Area. This notice shall summarise all
available details of the Discovery and, if appropriate, particulars of any testing
programme to be undertaken. Any production of Petroleum during the testing program
will be for the sole use of the contractor.
If Contractor considers that a Discovery merits appraisal, Contractor shall submit
to the Advisory Committee as soon as is practicable but not later than 6 (six) months
after completion of the Exploration Well in question a detailed Appraisal Programme
and Budget to evaluate whether the Discovery is a Commercial Discovery.
The Appraisal Programme shall describe the Discovery Area, and the location,
nature, extent and estimated size of the Discovery, and shall also include the plan for the
evaluation of the Discovery and the time-frame for completing the Appraisal
After review of the Appraisal Programme and Budget, Contractor shall diligently
continue to evaluate the Discovery in accordance with such programme without undue
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Within ninety (90) days after the evaluation is completed, Contractor and
Albpetrol shall submit a report to AKBN on the results of the Appraisal Programme.
Such report shall include all relevant technical and economic data relating thereto.
Furthermore, Contractor and Albpetrol shall notify AKBN whether Contractor declares
a Commercial Discovery or intends to retain the Discovery Area pursuant to Article
If Contractor and Albpetrol notify AKBN of the declaration of a Commercial
Discovery, such declaration shall be made the basis that the Discovery can be produced
commercially after consideration of all pertinent operating, technical and financial data
collected during the performance of the Appraisal Programme and otherwise including
but not limited to Crude Oil and/or Natural Gas recoverable reserves, sustainable
production levels and other relevant technical and economic factors according to
generally acceptable international petroleum industry practice. Contractor and Albpetrol
will apply terms and conditions of Production and Development of the new Commercial
Discovery as defined in Annex D-2 herein.
6.10 If upon completion of the Appraisal Programme, Contractor and Albpetrol
consider that a Discovery is significant but not then economical for development but
may become so in the future, it may, without prejudice to the relinquishment provisions
under Article 4 with respect to the remainder of the Contract Area, retain the Discovery
Area and at any time during the retention period re-evaluate the commerciality of a
development and declare a Commercial Discovery. Contractor and Albpetrol shall
jointly make every effort to establish a commercially viable project based on the
Discovery and the same Development and Production terms of this Agreement.
The retention period for a Discovery Area shall be three (3) years for a Discovery of
Crude Oil or Natural Gas.
6.11 In the event that Contractor has relinquished a Discovery Area pursuant to Article 4,
Contractor shall have a right of first refusal in respect to the award by AKBN of the
Discovery to a third party which shall be exercised as follows:
If AKBN receives one or more offers for the development of such Discovery and
AKBN in good faith is willing to award the development of the Discovery to the best
offeror, then AKBN shall notify Contractor of the terms of such offer. Contractor shall
have ninety (90) days from receipt to accept such terms and upon acceptance, AKBN
and Contractor shall negotiate in good faith such additional terms and conditions usually
contained in a production sharing contract provided that such terms and conditions
shall under no circumstances be less advantageous to CONTRACTOR than the terms
and conditions of this Contract.
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Development and Production
The Development Plan shall be prepared on the basis of sound engineering,
environmental and economic principles in accordance with generally accepted international
petroleum industry practice.
The Development Plan shall contain but not limited to:
details and the area extent of the proposed Development and Production Area;
proposals relating to the spacing, drilling and completion of wells, the
production and storage installations, and transportation and delivery facilities
required for the production, storage and transportation of Petroleum;
proposals relating to necessary infrastructure investments;
a production forecast and an estimate of the investment and expenses
an estimate of the time required to complete each phase of the Development
the proposed Delivery Point and Measurement Point.
Albpetrol may require Contractor to provide such further information as is readily
available and as AKBN may reasonably need to evaluate the Development Plan for
any Development and Production Area. Such request for information has to be made
within twenty (20) days after receipt of the Development Plan and Contractor shall
use reasonable efforts to respond within twenty (20) days.
If AKBN does not request in writing any changes to the Development Plan within
forty-five (45) days after submission of the Development Plan or revised Development Plan
as approved by the Parties, the Plan or amended Plan shall be deemed approved by AKBN.
If AKBN requests any changes to the Development Plan, then the Parties and AKBN
shall meet within fifteen (15) days of receipt by Contractor of AKBN's written notification as
to these requested changes to try in good faith to reach an agreement on the Development
Plan. Revision to the Development Plan, if agreed within a further period of thirty (30) days,
should be incorporated in the Development Plan which shall then be deemed approved by
If no agreement is reached, either Party may submit the dispute for expert determination in
accordance with the License Agreement.
If Contractor desires to materially amend the Development Plan as approved by AKBN, it
will provide AKBN with the proposed amendments pursuant to the procedures set forth in
this Article 7.4.
After the Development Plan has been approved, Contractor shall submit to Advisory
Committee at least ninety (90) days before the end of each Fiscal Year a detailed statement of
the Annual Program and Budget for the subsequent Fiscal Year in relation to the
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Development and Production Area. For the first full Fiscal Year and the portion of the Fiscal
Year preceding the first full Fiscal Year, a detailed statement of the Annual Program and
Budget therefore shall be submitted to AKBN within sixty (60) days after the date of
approval of the Development Plan under Articles 7.3 or 7.4. Each such annual detailed
statement of the Annual Program and Budget therefore shall be consistent with the
Development Plan approved under Article 7.3 or as revised pursuant to Articles 7.4 and 7.6.
The Parties may at any time submit to AKBN for approval revisions to any
Development Plan or Annual Program and Budget. These revisions shall be consistent with
the provisions of Article 7.1 and shall in the case of revisions to the Development Plan be
subject to the approval procedure set forth in Articles 7.3 and 7.4, and in the case of the
Annual Program and Budget to the review set forth in Article 220.127.116.11.
Where Albpetrol and Contractor agree that a mutual economic benefit can be
achieved by constructing and operating common facilities (including, but not limited to,
roads, pipelines and other transportation, communication and storage facilities), Albpetrol
and Contractor shall use reasonable efforts to reach agreement with each other and if
necessary with other producers on the construction and operation of such common facilities,
investment recovery and charges to be paid.
Annual Programs and Budgets
Unless otherwise provided herein, Contractor shall commence the conduct of
Petroleum Operations for the wells described in Annex D clause 1 (iv) not later that sixty (60)
days after Albpetrol advises Contractor that the Petroleum Agreement has been approved by
the Council of Ministers. The procedure for transfer of assets, operations and responsibilities
associated with such wells and related facilities shall be as described in Annex F.
Within sixty (60) days after the Effective Date the Parties shall submit to AKBN an
Annual Program and Budget setting forth the Petroleum Operations which Contractor
proposes to conduct (or has already commenced conducting) during the Evaluation and
Exploration Periods. Subject to Article 6.3, such Annual Program and Budget shall be
consistent with the Evaluation and Exploration Programs, but at Contractor's option, it may
include a greater amount of activities and capital budget than the Evaluation and Exploration
Programs. The approval of neither Albpetrol nor the Advisory Committee is required for any
Annual Program and Budget during the Evaluation and Exploration Periods. Contractor may
require the amendment of the Annual Program and Budget during the Evaluation and
Exploration Periods so long as such revised Annual Program and Budget includes at least the
activities and capital budget of the Evaluation and Exploration Programs. A copy of each
revised Annual Program and Budget shall be given by Contractor to Albpetrol and AKBN.
At least ninety (90) days before the end of the first Fiscal Year after the approval of
the Development Plan and every Fiscal Year thereafter, or such other times as agreed by the
Parties, Contractor shall prepare and submit to the Advisory Committee for approval a
proposed Annual Program and Budget for the next succeeding Fiscal Year. Each Annual
Program and Budget shall be consistent with the Development Plan. Should the
representatives of Albpetrol in the Advisory Committee wish to propose a revision as to
certain specific features of the said Annual Program and Budget, it shall within twenty-one
(21) days after receipt by the Advisory Committee thereof so notify Contractor, specifying in
reasonable details its reasons therefore. Promptly thereafter, the Parties will meet and
- 22 -
endeavour to agree on the revision proposed by representatives of Albpetrol. Contractor shall
give due regard to the proposals of the representatives of Albpetrol, provided that Albpetrol
shall be required to approve any Annual Program and Budget that is consistent with the
Development Plan, and any revisions proposed to a Annual Program and Budget that are
inconsistent with the Development Plan need not be accepted by Contractor. In the event of a
dispute arising in respect of the approval of an Annual Program and Budget, the matter will
be referred for Expert determination in accordance with Article 19.10. Prior to the resolution
of any such dispute, Contractor's proposed Annual Program and Budget shall be deemed
approved for the purposes of interim operations pending resolution.
The Parties agree to direct the Advisory Committee to approve the Annual Program
and Budget in a timely fashion so as to allow the delivery of the proposed Annual Program
and Budget to the AKBN within the time period established in the License Agreement.
It is recognised by the Parties that the details of an Annual Program may require
changes in the light of existing circumstances and as such Contractor may make such changes
provided they do not change the general objective of the Annual Program. Any revision to
the Annual Program that involves an acceleration of the activities contemplated by the
Development Plan, or that expand the activities contemplated by the Development Plan, shall
be approved by the Advisory Committee. A copy of such revised Annual Program shall be
provided to AKBN for approval in accordance with the License Agreement.
It is recognised by the Parties that the expenditures in the Budget may require changes
in light of existing circumstances and as such Contractor may make such changes provided
that the general objective of the Annual Program has not changed. Any revision to the
Budget that involves an acceleration of the activities contemplated by the Annual Program or
Development Plan, or that expand the activities contemplated by the Annual Program or
Development Plan, shall not require the approval of the Advisory Committee.
It is further recognised that in the event of emergency requiring immediate action,
Contractor may take all actions it deems appropriate to protect its interests and those of its
employees and any costs so incurred shall be included in the Petroleum Costs. An emergency
condition will exist when life, health, or property are endangered by existing conditions or
potential conditions such as blowouts, fires, explosions, collisions, severe weather conditions,
acts of war, vandalism or sabotage.
Albpetrol Share and Cost Recovery
Contractor shall provide all funds required to conduct Petroleum Operations under
this Agreement. Contractor shall have the right to use free of charge Petroleum produced
from the Project Area to the extent it considers necessary for Petroleum Operations under this
Available Petroleum shall be measured at the Measurement Point and allocated as set
forth in this Agreement. Available Petroleum shall be allocated between Albpetrol (the
"Albpetrol Share") and Contractor ("Cost Recovery Petroleum") based on the R Factor as
defined below, as set forth in the following table:
0.0 ≤ R < 1.5000
Cost Recovery Petroleum
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1.5000 ≤ R < 2.0000
2.0000 ≤ R
The Albpetrol Share shall be lifted in Petroleum and delivered in kind and/or cash to
Albpetrol in the Contract Area.
The R Factor is calculated as follows:
means the R Factor for Calendar Quarter N.
means the sum of Contractor's Revenues minus profit petroleum tax accrued in
Calendar Quarter N and all preceding Calendar Quarters following the Effective Date.
means the sum of Petroleum Costs in Calendar Quarter N and all preceding Calendar
Quarters following the Effective Date.
Any re-adjustment in entitlement for the current Calendar Quarter will be spread over the
remainder of the current Fiscal Year in a way that the Party which is entitled to additional
Available Petroleum for the current Calendar Quarter will lift the readjustment quantity in
equal monthly proportions in addition to its regular entitlements. If the production in any
month is insufficient to supply the re-adjustment quantity, then the unsupplied entitlement
shall be carried forward and spread equally over the remaining months of the current
The determination of the R Factor shall first be done for the first Calendar Quarter following
the Effective Date.
Contractor shall be entitled to the Cost Recovery Petroleum to recover all Petroleum
Costs borne by it inside or related to the Project Area ("Cost Recovery"). Petroleum Costs
shall be as described in Annex B.
To the extent that in a given Calendar Year the outstanding Petroleum Operations Costs
recoverable exceed the value of Cost Oil for such Calendar year, the excess shall be carried
forward for recovery in the next succeeding Calendar Year and in each succeeding Calendar
Year thereafter until fully recovered.
After Contractor has recovered all of its Petroleum Costs from the Cost Recovery
Petroleum, the remaining Cost Recovery Petroleum shall be "Profit Petroleum". The "Profit
Petroleum" will be split between Albpetrol and Contractor as follows:
1/5 of the corresponding calculated Albetrol % share based on Calendar
Quarter R, as described in 9.2 above
Contractor: 100% minus above profit share of Albpetrol
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Employment, Training and Bonuses
10.1 Contractor will select its management and employees according to its discretion, and
shall determine the conditions of employment and the number of employees to be used for
Petroleum Operations. However Contractor and its sub-contractors will, to the extent
available, employ qualified Albanians to carry out the Petroleum Operations, giving priority
to Albpetrol personnel, if their professional skills, knowledge and expertise fit with
operational requirements. Otherwise, Contractor shall be free to employ such expatriate
professionals as it deems necessary.
10.2 Contractor will spend a minimum of fifty thousand US Dollars (US$50,000) per each
contractual year for Albpetrol employees in respect of the Annual Training Bonus (“ATB”)
starting from the Effective Date.
10.3 Contractor shall within (30) thirty days after the Effective Date pay Albpetrol as a
signature bonus the amount of one hundred thousand US Dollars (US$100,000.00). The
signature bonus shall not be cost recoverable.
Title to Assets
11.1.1 Title to assets in possession of Contractor in connection with the Petroleum
Operations shall, by virtue of the License Agreement, be transferred to AKBN
at the time the costs of such fixed and movable assets have been fully
recovered as Petroleum Costs, or at the time of termination or relinquishment
of Petroleum Operations, whichever first occurs, all such assets being in good
working order, normal wear and tear excepted. In any event, Contractor retains
the right to full and free use of the aforementioned assets during the term of
this Agreement, including those installed before the Effective Date.
Any movable asset may be sold to a third party with the prior approval of
AKBN, which approval shall not be unreasonably withheld. The proceeds
from the sale of any asset shall be used by Contractor as a recovery of
11.1.2 Notwithstanding Article 11.1.1 above, it is expressly agreed that any assets
belonging to a third party or to Affiliates and rented by Contractor for the
purpose of Petroleum Operations, and any assets owned by Contractor's
subcontractors or their Affiliates, will not become the property of AKBN.
11.1.3 Income resulting from the use by third parties of items which become the
property of AKBN pursuant to Article 11.1.1 shall be credited to the Cost
Account during the term of this Agreement.
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11.2.1 Original Data
Upon the termination of the License Agreement, Contractor will hand over to AKBN
all original data. All such original data (including but not limited to seismic,
geophysics, geologic, gravimetric, magnetometric, logging, drilling, production,
construction, design, etc.) will be the property of the Albanian Government.
Contractor shall supply Albpetrol this data on a current basis.
However, Contractor, or its assignees as defined by Article 1.19 and Article 16, will
be entitled to retain and freely use copies of such data, and consequently will be
granted a perpetual, non-exclusive and royalty-free licence to use and sub-licence the
use of said data.
11.2.2 Interpreted Data
Interpreted Data based on Original Data referred to in section 11.2.1 above, whether
created by Contractor, by its Affiliates or by third parties upon remuneration by
Contractor, shall remain the sole property of Contractor and shall be considered, as
confidential information as per Article 23 of the Agreement.
However Albpetrol is entitled to receive copy of all the final reports concerning the
above data and to use it solely for its own needs.
Rights and Obligations of the Parties
As of the Effective Date, Contractor will be entitled to use:
exclusively, free of charge, all the existing facilities and equipment in the
Contract Area for the performance of the Petroleum Operations for:
the implementation of the Evaluation and Exploration Operations and
the Development and Production Operations;
application of IOR/EOR Methods in the whole Contract Area and in
accordance with the conditions and terms of this Agreement; and
Production of Petroleum in the Project Area,
but without materially adversely affecting the operations of Albpetrol outside
of the Project Area;
free of charge and for the performance of the Petroleum Operations, all other
assets, equipment, means and infrastructure (including roads, electricity power
lines and water, oil and gas pipelines) existing in the Contract Area or located
at the Delvina area or city of Delvina on the Effective Date of this Agreement,
but (unless otherwise agreed with the supplier) subject to payment, on a nondiscriminatory basis, at reasonable cost for electricity, water, oil and gas used;
- 26 -
under commercially reasonable terms and conditions, the pipelines that
transport the Petroleum produced in the Contract Area to the ports and
refineries in Albania and shall have the right to construct, lay and operate
pipelines within Albania subject to the requirement to provide access to excess
capacity, if available, to third parties on commercial terms; and
all technical data available to AKBN pertaining to the Contract Area provided
that Contractor shall reimburse AKBN for all reasonable cost incurred for the
preparation of such data transfer and the cost of copying such data.
12.2 Contractor shall have the right during the term hereof to freely lift, process, transport,
dispose of and export its share of Petroleum retain abroad the proceeds obtained there from.
Provisions must be made so that the minimum gas supply required for the Ballsh refinery is
sustained based on the existing contract between Albpetrol and ARMO
12.3 Contractor shall provide all necessary funds and shall bear all costs and expenses
required in carrying out Petroleum Operations under this Agreement except to the extent as is
otherwise provided in this Agreement.
12.4 Contractor shall endeavour to achieve the efficient use and safe development for and
production of Petroleum and optimise the ultimate economic recovery of Hydrocarbons from
the Project Area. Contractor shall carry out Petroleum operations in compliance with
Petroleum Law, the legal provisions in effect on the “Environment Protection” and in
compliance with the Regulations made hereunder and in accordance with good practices of
12.5 Contractor shall ensure that all materials, equipment and facilities used in Petroleum
Operations comply with generally accepted engineering norms, are of proper construction
and are kept in optimal working order.
12.6 Contractor shall purchase or lease all equipment, materials, services and supplies
required to be purchased or leased pursuant to the Annual Programs.
12.7 Contractor shall keep Albpetrol informed in the course of all activities to be
performed under this Agreement and provide Albpetrol:
with weekly reports of estimated Petroleum production;
monthly reports on the Petroleum production and Petroleum Operations; and
quarterly reports on Petroleum Costs.
12.8 Contractor shall permit representatives of Albpetrol to inspect at all reasonable times
(but upon reasonable notice) the Petroleum Operations under this Agreement, provided such
inspection does not unreasonably hinder the Petroleum Operations.
12.9 Contractor shall maintain full original records of all technical Petroleum Operations
under this Agreement in Albania for a period not less than twenty-four months. Costs so
incurred are fully chargeable as Petroleum Costs.
12.10 Albpetrol and AKBN shall ensure that Contractor has use of the railways, roads,
highways, water, land surface, timber, electricity, sanitary structures and other infrastructures
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in Albania, at commercially reasonable rates and on a non-discriminatory basis, in conformity
with Albanian legislation, so as to be able:
to perform the Petroleum Operations in compliance with this Agreement; and
to produce, transport, export and sell Petroleum in or from Albania as
provided in this Agreement and the Petroleum Law.
12.11 Albpetrol and AKBN shall ensure that Contractor is granted, in accordance with
Articles 7 and 10 of the Petroleum Law, all the rights, permits, licenses, approvals and other
authorizations that it may reasonably require in order to perform the Petroleum Operations in
conformity with this Agreement, and that any compensation which Contractor may be
required to pay, pursuant to Article 10(2) of the Petroleum Law, shall be reasonable and nondiscriminatory.
12.12 Albpetrol and AKBN shall make available to Contractor all technical data available to
Albpetrol or AKBN pertaining to the Contract Area provided that Contractor shall reimburse
Albpetrol or AKBN for all reasonable cost incurred for the preparation of such data transfer
and the cost of copying such data.
12.13 Contractor will reserve and retain every sample and sludge obtained from the drilling
of a well in the manner, place and time determined by AKBN with special regulations. All
samples obtained by Contractor for its own purposes will be considered subject to inspection
by AKBN at any time that AKBN requests, within the official working time. Subject to the
foregoing, Contractor shall be free to export cores and cuttings for analyses abroad. Unless
otherwise agreed with Albpetrol, Contractor shall keep samples of such cores and cuttings
equivalent in size and quality in Albania.
12.14 Contractor shall be free to export originals of technical data records abroad, subject to
AKBN approval, and provided a monitor or a comparable record is maintained by Contractor
or Albpetrol in Albania.
12.15 Any Associated Gas produced in association with Gas and Condensate from the
Project Area shall be available to Contractor for use in Petroleum Operations, free of charge.
Any such quantities not taken by Contractor will be available to Albpetrol, and if Albpetrol
refuses to take it, it may be flared.
12.16 Any Associated Gas produced from the Project Area, to the extent not used in
Petroleum Operations hereunder, may be flared if the processing or utilization thereof is not
economical and is not technically and commercially viable to re-inject Associated Gas. Such
flaring shall be permitted to the extent that gas is not required to effect the economic recovery
of Gas and Condensate by secondary recovery operations, including re-pressuring and
12.17 The parties acknowledge that the nature of their respective rights and obligations
under this Agreement with respect to the Contract Area is such that unitization of areas that
are entirely within the Contract Area is not required to protect the respective rights of the
Parties or to preserve or optimize the recovery of Hydrocarbons from the Contract Area.
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13.1 Contractor shall be liable to tax on Profit in conformity with Law No.7811, date
12.04.1994 “On approval of decree No.782, date 22.2.1994 “On the fiscal system in the
hydrocarbons sector (Exploration-Production)”, and amended by Law No.8297, date
04.03.1998, and in conformity with the License Agreement.
13.2 Expatriate employees of Contractor will not be subject to Taxes and Duties on any
income or profit realized by them, directly or indirectly, from their work in the Petroleum
Operations, nor on the import or re-export of their personal or household belongings, which
items may be freely imported and subsequently exported.
Imports and Exports
14.1 Contractor and its subcontractors engaged in carrying out Petroleum Operations under
this Agreement shall be permitted to import, and shall be exempt (with the exception of
normal port and warehouse charges of general application in Albania for actual services
rendered to LICENSEE) from import obligations as for the equipments, machineries,
materials, etc, to be used in carrying out Petroleum Operations under this License Agreement.
14.2 The same exemption is valid even for the articles of personal use of the foreign
employees of the contractor and its subcontractors, having relations with the Petroleum
14.3 Nevertheless Contractor and its sub-contractors shall give priority to the goods and
materials produced in Albania if these goods and materials are being offered under equally
favourable conditions regarding the quality, price and availability, and in the quantities
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Books of Account, Currency, Exchange Control and Payments
15.1 Contractor shall maintain at its office in Albania books of account in accordance with
the Accounting Procedure and with accounting practices generally used in the international
petroleum industry and in conformity with Albanian Law, and such other books and records
as may be necessary to show the work performed under this Agreement, including the
amount of all Available Petroleum.
15.2 Contractor shall keep its books of account and accounting records including the Cost
Account in Albanian Leke and US Dollars.
15.3 Contractor shall maintain a US $ bank account and a bank account in Albanian Leke.
All payments from the US $ account made in Currencies other than the US $ shall be
recorded in the books in US $ at the exchange rate in effect at the time of transaction.
Valuation made in currencies other than the US $ shall be recorded in the books in US $ at
the exchange rates in effect at the time the valuation was made. The rate of exchange for
such valuations shall be established by using the average of the buying and selling rates of the
currency for the day on which the transaction occurred as quoted in the Financial Times
(London Edition) or such other quoted rates as may be mutually agreed. For transactions
occurring on dates when there is no exchange rate published, the exchange rate shall be
established by reference to the rate published on the immediately preceding publishing date.
All Albanian Leke payments shall be translated to US $ at the average official buying rate as
issued by the Central Bank of Albania for the month in which the expenses/credits are
recorded in the books.
Neither Albpetrol nor Contractor shall experience an exchange gain or loss at the expense of,
or to the benefit of the other Party. Any currency exchange losses or gains resulting from the
differences between exchange rates for accounting purposes as mentioned above and the
actual exchange rates when buying the corresponding non- US $ currency for the purpose of
payment shall be continuously charged or credited to the Cost Account.
15.4 Any payments which Albpetrol is required to make to Contractor or which Contractor
is required to make to Albpetrol shall be paid in US $, not later than thirty (30) days
following the end of the month in which the obligation to make such payment occurs.
For the purposes of this Agreement, Contractor shall have complete freedom to:
15.5.1 open, operate and maintain bank accounts both inside and outside Albania;
15.5.2 receive and retain outside Albania and freely dispose of foreign currency
received by it outside Albania, including the proceeds of sales of Petroleum
hereunder, and Contractor shall not be obligated to remit such proceeds to
Albania with the exception of those proceeds as may be needed, in
Contractor's judgement, to meet its expenses in Albania;
15.5.3 pay directly outside of Albania for purchase of goods and services necessary
to carry out Petroleum Operations hereunder;
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15.5.4 pay its expatriate Employees working in Albania in foreign currencies outside
of Albania, such expatriate employees shall only be required to bring into
Albania such foreign currency as may be required to meet their personal living
15.5.5 fully repatriate abroad all Contractor's proceeds from the Petroleum
Operations in Albania, including but not limited to the proceeds from the sale
15.5.6 freely import and export foreign exchange and maintain inside Albania foreign
15.6 In the event a Party fails to make payment hereunder on the due date, interest shall be
charged on any amounts in default. The applicable interest rate shall be the 3 months LIBOR
for US Dollar deposits taken on the first day of default plus 2.5 percentage points, as
published by the National Westminster Bank Limited, London, at 11 a.m.
16.1 Contractor will not transfer to any Person, fully or partly, any of its rights, privileges,
duties and obligations under this Agreement without the prior written approval by Albpetrol,
which approval shall not be unreasonably withheld or delayed. Any Person to whom such
rights, privileges, duties and obligations are transferred shall be competent technically and
financially, and such transfer shall otherwise comply with the requirements of Article 16.3.
16.2 Notwithstanding Article 16.1, but subject to the requirements of Article 16.3,
Contractor will be free to transfer its rights, privileges, duties and obligations under this
Agreement to an Affiliate following the expiration of sixty (60) days’ prior written
notification to Albpetrol of such transfer, provided that Contractor provides a written
guarantee of the full performance by such Affiliate of all duties and obligations under this
Agreement which are to be transferred. At any time subsequent to such transfer, the former
Contractor which has made the transfer may request that Albpetrol no longer require the
foregoing guarantee, and such request shall not be unreasonably refused or delayed by
Albpetrol upon a showing that the Affiliate to which the transfer has been made
independently possesses the technical and financial competence to fully perform the duties
and obligations which have been transferred to it. Any transfer by Contractor to an Affiliate
without the foregoing written guarantee from Contractor shall be subject to the requirements
of Article 16.1.
16.3 With respect to the transfer of LICENSEE's rights, privileges, duties and obligations
under this License Agreement, the following conditions shall be met:
Contractor's duties and obligations shall be properly fulfilled until the date
when the request for approval is made, or Contractor shall guarantee, jointly or
independently, the accomplishment of any obligation of which has not been
fulfilled as of such date;
the Person to whom the transfer is to be made shall provide to Albpetrol
reasonable evidence of its financial and/or technical competence; and
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the instrument of transfer should include provisions which clearly state that
the Contractor is held responsible for all the commitments contained in this
Agreement and every written modification or amendment that may be effected
until the date of transfer, and should further declare that Contractor does not
have any claims for change of the terms of this Agreement as a condition for
the transfer. The instrument of transfer shall be subject to review and approval
by Albpetrol, and Albpetrol shall not unreasonably withhold or delay such
16.4 Contractor may encumber its rights under this Agreement for the purpose of
increasing of the financing of the Petroleum Operations, with the prior written consent by
Albpetrol (which consent shall not be unreasonably withheld or delayed).
16.5 Upon transfer of all of its rights, privileges, duties and obligations to another Person
in accordance with this Article 16, Contractor making the transfer shall cease to have any
rights under or interest in this Agreement as Contractor.
17.1 The failure of any Party to perform any obligation under this Agreement, if
occasioned by act of God or the public enemy, fire, explosion, perils of the sea, flood,
drought, war, riot, hostilities not amounting to war, sabotage, accident, embargo, government
priority, requisition or allocation, or other action of any government authority, or by
interruption of or delay in transportation, shortage or failure of supply of materials or
equipment from normal sources, labour strikes, or by compliance with any order or request of
any governmental authority or any officer, department, agency, or committee thereof, or any
other circumstance of like character beyond the reasonable control of a Party (herein, “Force
Majeure”), shall not subject such Party to any liability to the other Party. In such event, the
Party subject to the event of Force Majeure shall use its reasonable efforts to minimize the
effects of such event and to overcome such event as soon as practicable.
17.2 Except as otherwise provided herein, in the event that by Force Majeure a Party is
rendered unable to carry out its obligations under this Agreement, the Party shall give notice
and all particulars of such event of Force Majeure in writing to the other Party within ten (10)
days after the occurrence of the cause relied upon, and the obligations of each Party, so far as
the same are affected by such Force Majeure, shall be suspended during the continuance of
such event of Force Majeure.
17.3 In the event that, for an uninterrupted period of two (2) years following, and as a
result of, an event of Force Majeure, any Party is unable to perform its obligations under this
Agreement, as a result of such event of Force Majeure and not of a breach of its obligations
hereunder that is unaffected by such event of Force Majeure, this Agreement may be
terminated on the second anniversary of such event of Force Majeure by either Party.
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Subject to Article 18.1(b), the activities of Contractor in performing the
Petroleum Operations shall be governed by and conducted in accordance with
the requirements of the Albanian Law.
All questions with respect to the interpretation or enforcement of, or the rights
and obligations of the Parties under, this Agreement and which are the subject
of arbitration in accordance with Article 19 shall be governed by the laws of
18.2 Albpetrol acknowledges that Contractor has entered in this Agreement in reliance on
the laws, rules and regulations of Albania as they exist on the Effective Date of this
Agreement, and Albpetrol hereby confirms that all rights granted to Contractor hereunder are
in conformity with such laws, rules and regulations.
18.3 If, as a result of any change in the laws, rules and regulations of Albania, any right or
benefit granted (or which is intended to be granted) to Contractor under this Agreement or
the License Agreement is infringed in some way, a greater obligation or responsibility shall
be imposed onto Contractor or, in whatever other way the economic benefits accruing to
Contractor from this Agreement or the License Agreement are negatively influenced by any
change in the laws, rules and regulations of Albania, and such an event is not provided for
herein, the Parties will immediately amend this Agreement and License Agreement, and
Albpetrol, AKBN and the Ministry will immediately undertake other necessary actions to
eliminate the negative economic effect on the Contractor.
19.1 Any dispute, controversy, claim or difference of opinion including any purported
termination under Article 22, arising out of or relating to this Agreement or the breach,
termination or validity thereof, or to the Petroleum Operations carried out hereunder, shall be
finally and conclusively settled by arbitration in accordance with the UNCITRAL Arbitration
19.2 With respect to the foregoing, the appointing authority under the Rules shall be the
President of the Court of International Arbitration of the International Chamber of Commerce
in Paris, France.
19.3 The number of arbitrators shall be three. The Party instituting the arbitration shall
appoint one arbitrator and the Party, responding shall appoint another arbitrator, and upon
failure of such responding Party to so appoint an arbitrator within thirty (30) days the Party
instituting the arbitration may request the appointing authority to appoint such second
arbitrator in accordance with the Rules. The two (2) arbitrators thus appointed shall choose
the third arbitrator who will act as the presiding arbitrator of the tribunal.
19.4 If, within thirty (30) days of appointment of the second arbitrator to be appointed, the
two (2) appointed arbitrators cannot agree upon the third arbitrator, either Party may request
the appointing authority to appoint the third arbitrator.
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19.5 The arbitration shall take place in Zurich, Switzerland. The language to be used in the
arbitration proceedings shall be English. The Parties expressly waive any right to appeal an
arbitral award to any court whatsoever, and the arbitral award shall be final and binding upon
19.6 The arbitral award shall contain the reasons upon which the award is based and an
award of costs.
19.7 The right to arbitrate under this Article 19 shall survive the termination of this
19.8 Albpetrol expressly waives any right to claim sovereign immunity in connection will
any proceeding instituted pursuant to this Article 19, any proceeding to compel enforcement
of this Article 19, or any proceeding to enforce any award made by arbitration under this
19.9 Judgement on the award rendered may be entered in any Court having jurisdiction or
application may be made to such Court for a judicial acceptance of the award and an order of
enforcement, as the case may be.
19.10 Any matter in dispute between Albpetrol and Contractor which in terms of this
Agreement is to be referred to an Expert, or for any dispute relating to a failure of the
Advisory Committee to approve a request or proposal of Contractor, shall be referred for
determination by a sole expert. The Expert shall be given terms of reference which shall be
mutually agreed between the Parties. The Expert shall be appointed by agreement between
Albpetrol and Contractor. If Albpetrol and Contractor fail to appoint the expert within thirty
(30) days after agreement on the terms of reference has been reached, either Party may apply
to the International Chamber of Commerce Centre for Technical Expertise, Paris, France, for
appointment of an expert in accordance with its Rules. The Expert shall make his
determination in accordance with the provisions contained herein based on the best evidence
available to him. Representatives of Albpetrol and Contractor shall have the right to consult
with the Expert and furnish him with data and information, provided the Expert may impose
reasonable limitations on this right. Any such data and information has to be submitted to the
other Party to the dispute at the same time. The Expert shall be free to evaluate the extent to
which any data, information or other evidence is substantiated or pertinent. The Expert's fees
and expenses, and the costs associated with an appointment, if any, made by the International
Chamber of Commerce Centre for Technical Expertise, shall be borne equally by Albpetrol
and Contractor. The Expert's determination shall be final and binding upon the Parties,
subject to any manifest error in his determination.
Environmental and Safety Measures, Prevention of Loss
20.1 Contractor shall conduct Petroleum Operations in a safe and proper manner in
accordance with generally accepted international petroleum industry practice and shall cause
as little damage as reasonably practicable to the general environment, including, inter alia,
the surface, air, lakes, rivers, sea, animal life, plant life, crops, other natural resources and
20.2 In the event of a blow-out, accident or other emergency, Contractor shall take all
immediate steps to bring the emergency situation under control and protect against loss of life
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and loss of or damage to property and prevent harm to natural resources and the general
20.3 In the event Albpetrol reasonably determines that any work or installations erected by
Contractor (but not those works or installations which were in place prior to the Effective
Date or are transferred to Contractor after the Effective Date) endanger or may endanger
persons or third party property or cause pollution or harm the environment to an unacceptable
degree, Albpetrol may require Contractor to take remedial measures within a reasonable
period and to repair any damage to the environment.
In the event that Contractor fails to take the remedial measures required by Albpetrol within
the time period established therefore, Albpetrol may carry out such remedial measures for
Any remedial measures required to be undertaken by environmental authorities of the
Government of Albania in respect of those works or installations in the Contract Area which
were in place prior to the Effective Date or were transferred to Contractor after the Effective
Date shall be for Albpetrol's account.
20.4 The parties acknowledge that the Existing Baseline Study identifies the status of the
environmental condition of portions of the Contract Area during periods prior to and as at the
Effective Date. Contractor shall as soon as reasonably possible after the Effective Date
submit for the approval from the relevant environmental authority a report (the "Baseline
Study") on the environmental baseline status of the Project Area as at the Effective Date.
With each expansion of the Project Area or take over of a new well, as the case may be,
Contractor shall submit for the approval from the Environmental Authority a Baseline Study
on the environmental baseline status of the expanded portion of the Project Area or newly
taken over well, as the case may be, as at the relevant date.
20.5 Contractor shall not be liable for any Environmental Damages incurred prior to the
date of approval of the Baseline Study, as established by the Existing Baseline Study and
each subsequent Baseline Study. Albpetrol shall indemnify and hold harmless Contractor
from and against any and all Losses and Liabilities suffered or incurred by Contractor and
pertaining to Environmental Damages applicable to the Contract Area, except to the extent
that it can be demonstrated that the Petroleum Operations conducted by Contractor in the
Project Area after the Effective Date were the sole cause of the Environmental Damages.
20.6 Contractor shall take all reasonable measures within its control according to generally
accepted standards in the international petroleum industry to prevent the loss or waste of
Petroleum above or under the ground during the performance of Petroleum Operations.
Goods and Services
21.1 Contractor, its contractors and subcontractors shall give priority to goods and
materials produced in Albania if these goods and materials are being offered under equally
favourable conditions regarding the quality, price and availability, and in the quantities
required. Contractor shall give priority to services performed by Albanian sub-contractors if
such services are offered under equally favourable conditions regarding the quality, price and
availability they may be offered by foreign sub-contractors
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For the above purposes, prices for locally manufactured materials, equipment, machinery and
consumables and for services of local contractors shall be compared with the prices of goods
and services in the international market after transportation and insurance costs have been
21.2 Contractor shall solicit competitive bids for any services performed pursuant to items
included in an Annual Program and Budget, if such services are expected to exceed two
million five hundred thousand US Dollars (US$ 2,500,000.00). Albpetrol may attend the
opening of bids for all such tenders.
22.1 All equipment and facilities (including wells) used exclusively in the Petroleum
Operations will be Abandoned, upon AKBN approval, in conformity with the generally
accepted practices of the international petroleum industry. However, nothing contained in this
Agreement will oblige Contractor to Abandon the unused equipment or facilities in the
Petroleum Operations, and Albpetrol, AKBN and the Ministry will protect, indemnify and
hold Contractor harmless against costs and claims based on such obligations.
22.2 The Abandonment Costs will be included in the Petroleum Costs. In order to enable
the Contractor to recover the Abandonment Costs, and in accordance with the License
Agreement, five years prior to the date set by the Contractor to Abandon all the Petroleum
Operations in the Project Area (or at such earlier times as may be reasonable to obtain such a
recovery), the Abandonment Costs estimated by the Contractor and the time of their recovery
in compliance with the following paragraph of this Article 22.2 shall be included in an
Abandonment Plan and shall be submitted to AKBN for approval. AKBN will immediately
consider the estimation of the LICENSEE and will not unreasonably delay or withhold its
approval. If, after ninety (90) days of receipt of the LICENSEE's estimate, AKBN has failed
to forward comments to the LICENSEE in writing, the estimated Abandonment Costs
proposed by the LICENSEE will be deemed to have been approved by AKBN.
22.3 Upon approval of the estimate by AKBN, the estimated Abandonment Costs will be
included in Petroleum Costs and recovered in accordance with this Agreement and at the time
provided in the estimate. However, amounts equal to the estimated Abandonment Costs will
be deposited in an interest bearing escrow account in a mutually accepted international
financial institution in London, England, or in such other location as AKBN and Contractor
may agree. Once the Abandonment Costs are covered, Contractor will withdraw its
Abandonment Costs from the escrow account. Upon the termination of the Abandonment,
any surplus funds in the escrow account after payment of the Abandonment Costs shall be
released to Contractor.
23.1 Except as otherwise specified under this Agreement, all information acquired or
received under this Agreement shall be maintained by the Parties as strictly confidential and
shall not be divulged without the prior written consent of the other Party while this
Agreement remains in force, except to the extent required to comply with laws, rules or
regulations of any stock exchange to which Contractor may be subject unless such
information becomes part of the public domain through sources other than Contractor.
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Furthermore, Contractor shall be bound by these obligations of confidentiality for a period of
five (5) years following termination of this Agreement.
23.2 Albpetrol and Contractor may disclose any such information to its employees,
Affiliates, consultants or subcontractors to the extent required for the efficient conduct of
Petroleum Operations provided that in the case of disclosure to employees and Affiliates it
ensures adequately the protection of the confidential nature of the information concerned, and
in the case of disclosure to consultants or subcontractors provided that the intended recipients
have first entered into a confidentiality undertaking.
23.3 For purposes of obtaining new offers on relinquished portions of the Contract Area or
on areas adjacent to the Contract Area, Albpetrol may show any other entity data on such
relinquished portions in uninterpreted and basic form during the term of this Agreement.
23.4 Subject to obtaining confidentiality undertakings as provided in Article 23.2 above,
either Party may disclose such information obtained pursuant to this Agreement as required
by financing institutions from which the disclosing Party is seeking finance for the purposes
of carrying out its obligations hereunder.
23.5 Subject to obtaining a confidentiality agreement, Contractor may show any such
information to bona fide potential assignees who have an interest in the petroleum rights
granted to Contractor under this Agreement.
24.1 This Agreement may be terminated by Contractor by giving not less than ninety (90)
days written notice to Albpetrol, provided that such termination shall not relieve Contractor
from any unfulfilled commitment or other obligation under this Agreement accrued prior to
24.2 This Agreement may be terminated by Albpetrol by giving not less than one hundred
and twenty (120) days written notice to Contractor in the following events:
24.2.1 if Contractor has repeatedly committed a material breach of its fundamental
duties and obligations under this Agreement and has been advised by
Albpetrol of Albpetrol's intention to terminate this Agreement. Such notice of
termination by Albpetrol shall only be given if Contractor upon receiving
notice from Albpetrol that it is in material breach and does not rectify or has
not commenced to substantially rectify such breach within six (6) months; or
24.2.2 if Contractor does not substantially comply with any final decision resulting
from an arbitration procedure pursuant to Article 19 hereof; or
24.2.3 if Contractor is adjudged bankrupt by a competent court or, if there is more
than one entity constituting Contractor, any of them has been declared
bankrupt without the other entities or entity taking appropriate action to
remedy the situation with regard to this Agreement.
Termination by Albpetrol pursuant to this Article 24.2 shall not relieve Contractor from any
unfulfilled commitment or other obligation under this Agreement accrued prior to such
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termination, including without limitation payment of monetary obligations for unfulfilled
work commitments, surface restoration, environmental remediation and abandonment.
24.3 Subject to earlier termination pursuant to Articles 24.1 or 24.2, this Agreement shall
automatically terminate in its entirety if all of the Contract Area has been relinquished or the
Development and Production Period or any subsequent extension has lapsed pursuant to
Articles 3.5 and 3.8.
Albpetrol shall have a period of twelve (12) months from receipt of each Cost Account
statement pursuant to the Accounting Procedure in which to audit and raise objections as to
any such Cost Account statement, provided that Albpetrol shall not be entitled to conduct
more than two audits of Contractor's books, records and accounts in any Fiscal Year.
Albpetrol and Contractor shall agree on any required adjustments. Supporting documents
and accounts will be available to Albpetrol during said twelve (12) month period. If within
the time limit of the three (3) months period following the lapse of the above twelve (12)
month period Albpetrol has not advised Contractor of its exception to such statement, such
statement shall be considered as approved.
Notices and other communications required or permitted to be given under this
Agreement shall be deemed given when delivered and received in writing,
either by hand or through the mall or by fax transmission, appropriately
addressed as follows:
Albpetrol SH. A.
Lagja "29 Marsi"
+355 381 3662 or +355 34 220 52
Stream Oil & Gas Ltd.
32 Kifisias Ave.,
President & CEO
+30 210 6826455
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Stream Oil & Gas Ltd.
Rruga e Kavajes Karburanti
Albpetrol and Contractor may change their address or addresses by
giving notice of the change to each other.
Notices to be given by Albpetrol to Contractor shall be deemed given if given
to Contractor's office in Tirana.
26.2.1 Contractor shall not be liable to Albpetrol except where Contractor's senior
supervisory personnel is grossly negligent in performing the Petroleum
26.2.2 Under no circumstances shall Contractor be liable for consequential or indirect
damages such as loss of profit or loss of production.
26.2.3 In case of any damage for which Contractor is held liable pursuant to Article
26.2.1, Contractor shall endeavour to promptly and diligently take the
necessary measures in accordance with international industry practices, to
mitigate the damage and to restore normal operations. Contractor shall pay
the appropriate compensatory damages for which it is finally declared liable.
26.2.4 Contractor shall indemnify the Albanian Government, Albpetrol and their
employees, officials, directors and respective agents for all claims by third
parties for personal damage or property damage resulting from the
performance of Petroleum Operations conducted by or on behalf of
Contractor, including without limitation, reasonable solicitor's fees and costs
of defence, provided Contractor shall not be held responsible under this
Article 26.2.4 for any loss, claims, damage or injured caused by or resulting
from any negligent action of the Albanian Government, Albpetrol and their
employees, officials, directors and respective agents.
Contractor shall, as part of Petroleum Operations, maintain insurance which a reasonable and
prudent operator in the Petroleum industry would maintain in connection with its operations.
Language of Text
This Agreement is made and entered into in both the English language and the Albanian
language. In the event of a conflict between the English language version and the Albanian
language version, the English version will prevail.
This Agreement is legally binding on and from the Effective Date.
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This Agreement (together with any documents referred to in it) constitutes the whole
agreement between the Parties and supersedes any previous agreements, understandings,
arrangements, representation, undertakings and warranties between the Parties relating to the
subject matter of this Agreement, including without limitation the terms of the bid for the
Contract Area submitted to AKBN.
Contractor shall provide AKBN within sixty (60) days from the Effective Date with a Bank
Guarantee for the corresponding Work Program financial commitment
Annexes A, B, C, D, E and F are made hereby an integral part of this Agreement and shall be
considered as having equal force and effect with the provisions of the main body of this
Agreement. However, in the event of a conflict between the main body and any of the
Annexes, the provisions of the main body shall prevail.
No variations to this Agreement shall be effective unless made in writing and signed by the
The failure of any Party to exercise or enforce any right concerned by this Agreement shall
not be or be deemed to be a waiver of any such right.
26.11 Sovereign Immunity
Any Party that now or hereafter has a right to claim sovereign immunity for itself or any of its
assets hereby waives any such immunity to the fullest extent permitted by the laws of any
applicable jurisdiction. This waiver includes immunity from (i) any expert determination,
mediation, or arbitration proceeding commenced pursuant to this Agreement; (ii) any judicial,
administrative or other proceedings to aid the expert determination, mediation, or arbitration
commenced pursuant to this Agreement; and (iii) any effort to confirm, enforce, or execute
any decision, settlement, award, judgment, service of process, execution order or attachment
(including pre-judgment attachment) that results from an expert determination, mediation,
arbitration or any judicial or administrative proceedings commenced pursuant to this
Agreement. Each Party acknowledges that its rights and obligations hereunder are of a
commercial and not a governmental nature.
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Each entity which is a signatory to this Agreement warrants to the other that it has full power
and authority to enter this Agreement and that this Agreement constitutes a legal, valid and
binding obligation on it.
IN WITNESS HEREOF, the Parties have entered into this Agreement on the date first above
Name and Title : Ylli Gjoni, General Director
Stream Oil & Gas Ltd.
Name and Title : Dr Sotiris Kapotas, President & CEO
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Map and Geodetic Coordinates of Contract Area
This Accounting Procedure applies to and shall be observed in the establishment, keeping and
control of all accounts, books and records of accounts under the Agreement.
The Agreement and this Accounting Procedure are intended to be correlative and mutually
explanatory. Should, however, any discrepancy arises, then the provisions of the Agreement
1.1.1 The terms used in this Accounting Procedure have the same meanings as set
out for the same terms in the Agreement.
1.1.2 "Controllable Material" means Material which Contractor subjects to record
control and inventory in accordance with good international petroleum
1.1.3 "Material" means any equipment, machinery, materials, articles, supplies and
consumables either purchased, or leased, or rented, or transferred by
Contractor and used in the Petroleum Operations.
Books and records
Books and records of accounts, including tax returns, will be kept in accordance with
generally accepted and recognised international accounting principles consistent with
Albanian law, and consistent with modern petroleum industry practices and procedures to the
extent that such practices and procedures do not conflict with Albanian law. Books and
records of account shall be in the English language and US Dollars.
Revision of Accounting Procedure
By mutual agreement between Albpetrol and Contractor, this Accounting Procedure may be
revised from time to time in the light of future arrangements.
Contractor shall maintain a Cost Account in which there shall be reflected all Petroleum
Such Petroleum Costs shall be used in the calculation of the Albpetrol Share in Article 9.
Without limiting the generality of the foregoing, the costs and expenditures considered in
Annex B Articles 2.2 to 2.23 hereafter are included in Petroleum Costs. Petroleum Costs
including all those accumulated prior to the approval of the first Development Plan shall be
fully included without amortisation commencing in the Calendar Quarter in which such costs
are incurred. It is understood that neither the Albpetrol Share nor the Deemed Production
shall be treated as Petroleum Costs, but the costs of Contractor in producing and delivering to
Albpetrol the Albpetrol Share and the Deemed Production are Petroleum Costs.
Labour and related costs
The actual costs of all Contractor's employees and the costs of personnel
assigned or temporarily assigned or loaned to Contractor. Such costs shall
include but not be limited to:
gross salaries and premiums or wages;
cost of overtime, holiday, vacation, sickness, disability benefits and other
customary allowances applicable to the salaries and wages chargeable under
expenses, taxes and other charges, if any, made pursuant to assessments or
obligations imposed by ministerial authority which are applicable to the cost
of salaries and wages chargeable under (a) hereof;
cost of established plans for employees' life insurance, hospitalisation,
pensions, saving and other benefit plans of like nature applicable to the
salaries and wages chargeable under (a) hereof;
transportation and relocation costs and costs of transportation of the employee
and such employee's family (limited to spouse and dependent children) and
household as statutory or customary for Contractor;
all travel and relocation costs of employees and their families to and from the
employee’s country or point of origin during the time of employment;
accommodation costs for employees;
premiums, overtime, customary allowances and benefits which will be
applicable to national employees in the Republic of Albania, all as chargeable
under (a) hereof.
Employees training expenses
Training expenses for Contractor's employees or assigned or temporarily assigned or loaned
The cost of Material shall be charged to the Cost Account on the basis set
forth below. Contractor does not guarantee Material. The only guarantees are
the guarantees given by the manufacturers or the vendors, as long as they are
18.104.22.168 Except as otherwise provided in Subpart 22.214.171.124 below, Material shall
be charged at the actual net cost incurred by Contractor as the vendor's
net invoice price, packaging, transportation, loading and unloading
expenses, insurance costs, duties, fees and applicable taxes if any less
all discounts actually received.
126.96.36.199 Material supplied by Contractor from its own warehouse shall be
charged at the price specified herein below:
New Material (Condition "A") shall be valued at the current
international net invoiced cost which shall not exceed the price
prevailing in normal arm's length transactions on the open market.
Used Material (Conditions "B", "C" and "D" and junk Material):
Material which is in sound and serviceable condition and is
suitable for re-use without reconditioning shall be classified as
Condition "B" and priced at seventy-five percent (75%) of the
current price of new Material defined in (a) above.
Material which cannot be classified as Condition "B" but which
after reconditioning will be further serviceable for its original
function shall be classified as Condition "C" and priced at fifty
percent (50%) of the current price of new Material as defined in
(a) above. The cost of reconditioning shall be charged to the
reconditioned Material provided that the value of Condition
"C" Material plus the cost of reconditioning do not exceed the
value of Condition "B" Material.
Material which has a value yet cannot be used in its original
function and which therefore cannot be classified as Condition
"B" or Condition "C" shall be classified as Condition "D" and
priced at a value commensurate with its use.
Material which is usable and which cannot be classified as
Condition "B" or Condition "C" or Condition "D" shall be
classified as junk and shall be considered as having no value.
At reasonable intervals, at least annually, inventories shall be taken by Contractor of all
Controllable Material, and following each inventory, books and records shall be adjusted to
reflect the results of the inventory. Contractor shall give thirty (30) days written notice of the
intention to take such inventories to allow Albpetrol to choose whether to be represented
when the inventory is taken, or not to be represented.
Base overhead and facilities such as shore base, warehouses, water systems, road systems,
salaries and expenses of field supervisory personnel, field clerks, assistants, and other general
employees indirectly serving the Project Area.
Commissions and marketing or brokerage fees related to sale of Petroleum.
Transportation of Material and other related costs, including but not limited to origin
services, expediting, crating, dock charges, forwarder's charges, surface and air freight, and
customs clearance and other destination services.
Transportation of Petroleum to the
relevant Delivery Point, including without limitation pipeline charges (both fixed and
variable) and trucking costs.
2.7.1 The actual costs of contract service, professional consultants, and other
services performed by third parties.
2.7.2 Costs of use of facilities and equipment located inside or outside the Republic
of Albania for the direct benefit of the Petroleum Operations, furnished by
Contractor or its Affiliated Companies or third parties at rates corresponding
with the cost of ownership, or rental, and the cost of operation thereof.
Administrative and General Expenses in the Republic of Albania
While Contractor is conducting activities under the Agreement, cost of staff and maintaining
Contractor's head office in the Republic of Albania, and/or other offices established in the
Republic of Albania shall be charged to Petroleum Costs.
In the event such personnel and office costs of Contractor or Contractor's Affiliates for the
purpose of this Agreement are not fully attributable to the Petroleum Operations then such
costs shall be charged on an equitable basis.
Costs of travel and accommodation related to Advisory Committee meetings shall be charged
to Petroleum Costs, whether such meetings occur inside or outside of the Republic of
Contractor's parent company administrative overheads outside the Republic of Albania
applicable to the operations under this Agreement shall be charged each year in accordance
with the following rates:
Contractor's parent company personnel who are involved in administering Contractor
activities related to the Petroleum Operations shall record the time spent on matters related to
such administration. There shall be a charge to Petroleum Costs for the time spent by each of
those personnel, calculated as follows: such personnel's time spent in each month on
administration of the Petroleum Operations shall be divided by such personnel's total working
time spent on all matters in that month, and the fraction shall be multiplied by the sum of the
salary costs and benefit costs of such personnel.
In no case may the amount charged to Petroleum Costs under this Article 2.9 exceed
$350,000 in the ________ Calendar Year, and in any subsequent Calendar Year, $350,000
adjusted for inflation using the U.S. Consumer Price Index.
All taxes, duties or levies paid in the Republic of Albania by Contractor with respect to this
Agreement other than those covered by Article 13.1 of the Agreement, if any.
All direct costs attributable to the acquisition, renewal or relinquishment of surface rights
acquired and maintained in force for the Area.
Damages and Losses to Material and Facilities
Subject to Article 26.2 of the Agreement, all costs or expenses necessary for the repair or
replacement of Material and facilities resulting from damages or losses incurred by fire,
flood, storm, theft, accident, or any other cause beyond the reasonable control of Contractor.
Insurance and Claims
2.13.1 Premiums paid for insurance to cover the risks related to Petroleum
Operations according to Contractor's practice or any of its employees and/or
outsiders, which is in compliance with international petroleum practice or
which is required by law.
2.13.2 Subject to Article 26.2 of the Agreement, actual expenditure incurred in the
settlement of all losses, claims, damages, judgements, and other expenses
(including legal expenses as set out below) for the benefit of the Petroleum
All costs or expenses of litigation or legal services to protect Contractor's interest in the
Contract Area under or pursuant to the Agreement and otherwise necessary or expedient
including but not limited to legal counsel's fees, arbitration costs, court costs, cost of
investigation or procuring evidence and amounts paid in settlement or satisfaction of any
such litigation or claims. These services may be performed by Contractor's legal staff and/or
an outside firm as necessary, provided these costs are not originating from Contractor's
unsuccessful disputes with Albpetrol.
Charges and Fees
All charges and fees which have been paid by Contractor with respect to the Agreement.
Offices, Camps and Miscellaneous Facilities
Cost of establishing, maintaining and operating any offices, sub-offices, camps, warehouses,
housing and other facilities such as recreational facilities for employees. If these facilities
service more than one (1) contract area the costs thereof shall be allocated on an equitable
Service Agreement Expense
Expenditures under any service agreement entered into between Contractor and any of its
Costs incurred for any of the operations foreseen in Article 20.
Costs incurred or amount accrued in accordance with Article 22.
Subject to Albpetrol approval which shall not be unreasonably withheld any reasonable
expenditures not covered or dealt with in the foregoing provisions which are incurred by
Contractor for the necessary and proper performance of the Petroleum Operations and the
carrying out of its obligations under the Agreement or related thereto.
Currency Gains or Losses
Currency losses incurred by Contractor shall be charged to Petroleum Costs, and currency
gains incurred by Contractor shall be credited to Petroleum Costs.
Credits under the Contract
The net proceeds of the following transactions will be credited to the accounts under the
the net proceeds of any insurance if the premium was cost recoverable or claim in
connection with the Petroleum Operations or any assets charged to the accounts under
revenue received from outsiders for the use of property or assets charged to the
accounts under the Agreement which have become surplus to Petroleum Operations
and have been leased or sold;
any adjustment received by Contractor from the suppliers/ manufacturers or their
agents in connection with defective equipment or material the cost of which was
previously charged by Contractor under the Contract;
rentals, refunds or other credits received by Contractor which applies to any charge
which has been made to the accounts under the Contract;
Proceeds from all sales of surplus Material charged to the account under the
Agreement, at the net amount actually collected.
No Duplication of Charges and Credits
Notwithstanding any provision to the contrary in this Accounting Procedure, it is the
intention that there shall be no duplication of charges or credits in the accounts under the
Contractor's Revenues shall be determined on a cash basis based on sales at the
Delivery Point. Costs upstream of the Delivery Point are included in Petroleum Costs under
Article 2 above.
Financial Reports to Albpetrol
The reporting obligation provided for in this Part shall apply to Contractor and shall
be in the manner indicated hereunder.
Contractor shall submit to Albpetrol within forty-five (45) days of the end of each
A report of expenditure and receipts under the Agreement analysed by budget
actual expenditure and receipts for the Calendar Quarter in question;
actual cumulative expenditure to date;
Variances between budget expenditure and actual expenditure, and
A Cost Account statement containing the following information:
Petroleum Costs brought forward from the previous Calendar Quarter, if any;
Petroleum Costs incurred during the Calendar Quarter;
total Petroleum Costs for the Calendar Quarter (a) plus (b) above;
amount of Petroleum produced for the Calendar Quarter, the amount of
Petroleum sold for the Calendar Quarter, and the amount of Contractor's
Revenue for the Calendar Quarter;
calculation of the R Factor for the Calendar Quarter; and
Amount of Petroleum Costs to be carried forward into the next Calendar
Quarter, if any.
After the commencement of production Contractor shall, within thirty (30) days after
the end of each Calendar Quarter, submit a production report to Albpetrol showing for the
Development and Production Area the quantity of Petroleum, expressed in tonnes, cubic
meters and barrels:
held in stocks at the beginning of the month;
produced during the month;
lifted, and by whom;
lost and consumed in Petroleum Operations, and
Held in stocks at the end of the month.
FORM OF BANK GUARANTEE
NATIONAL AGENCY OF NATURAL RESOURCES
We have been informed that Stream Oil & Gas Ltd has entered into a Petroleum Agreement
for the Albanian Gas-Condensate field Delvina with the company Albpetrol Sh.a effective
from_________ (hereafter the “PA”) and understand that, according to the provisions of the
PA a Bank Guarantee is required.
We have been further informed that pursuant to the terms of the PA Stream Oil & Gas Ltd
has undertaken during (a) the first Exploration Phase to carry out a Work Program in the
Contract Area (all as described in the PA) and in so doing spend an amount of United States
Dollars One Million and Five Hundred Thousand (1,500,000 .00) and (b) for the Evaluation
Period to carry out a Work Program in the Contract Area (all as described in the PA) and in
so doing spend an amount of United States Dollars One Million (1,000,000 .00)
At the request of Stream Oil & Gas Ltd, we, the___________ (name and address of the Bank)
hereby guarantee and undertake to pay you any amount or amounts not exceeding the sum of
US $ (a) For the first Exploration Phase One Million and Five Hundred Thousand (1,500,000
.00) and (b) For the Evaluation Period One Million (1,000,000 .00) upon receipt by us of your
first demand made in accordance with the claim procedure detailed below.
Your demand must be submitted by a letter, and must be accompanied by:
• A copy of your notice to Stream Oil & Gas Ltd (dated at least thirty (30) days prior to
the date of your demand), informing Stream Oil & Gas Ltd of a breach of its Work
Program obligations under the PA, the nature and the quantum of the breach and of
your intention to demand payment under this Guarantee if the breach is not
remedied within fifteen (15) days from the date of your notice; and
• Your signed declaration stating that Stream Oil & Gas Ltd has failed to remedy the
breach detailed in your notice by the date specified.
Any demand hereunder and the documents specified above must be received by us at our
above address in accordance with the aforesaid claim procedure on or before the date of
expiry of this Guarantee as described below, after which date this Guarantee will be of no
A demand submitted by facsimile will not be accepted.
This Guarantee shall enter into force sixty (60) days after the effective date of the PA and
shall remain valid:
1. For the first exploration Phase:
The earlier of (a) six (6) months after the termination of the first Exploration Phase and (b)
the date when the total amount of this guarantee has been drawn or reduced as set out in the
next following paragraph.
2. For the Evaluation Period:
The earlier of (a) six (6) months after the termination of the Evaluation Period and (b) the
date when the total amount of this guarantee has been drawn or reduced as set out in the next
The amount of this Guarantee shall be reduced every quarter during (a) the first Exploration
Phase by an amount equal to the sum spent by Stream Oil & Gas Ltd on its Work Program
obligations during such quarter, such reductions to be effected in accordance with quarterly
written statements issued by the National Agency of Natural Resources to Stream Oil & Gas
Ltd and (b) the |Evaluation Period by an amount equal to the sum spent by Stream Oil & Gas
Ltd on its Work Program obligations during such quarter, such reductions to be effected in
accordance with quarterly written statements issued by the National Agency of Natural
Resources to Stream Oil & Gas Ltd
This Guarantee is personal to yourselves and is not transferable or assignable (except with
our written consent which is not to be unreasonably withheld).
This Guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.
458, and to the extend not inconsistent therewith, shall be governed by and construed in
accordance with__________ (country) Law, place of jurisdiction is_________
Evaluation Wells. Contractor will:
select any wells from the Contract Area for reactivation or recompletion in the Delvina reservoir;
maintain the right for take over from the remaining existing producing
or non producing wells in the Contract Area according to procedures in
The above wells are the "Evaluation Wells".
Evaluation Program. The following program of work (the "Evaluation Program")
shall be conducted on the Evaluation Wells and the Evaluation Area during the
conduct reactivation or re-completion activity according to a program
of Contractor's choosing that could include the following possible
Side track or horizontal drilling based on fracture orientation
maintain existing operational and HSE standards in the Contract Area;
evaluate performance of the Evaluation Wells, from an engineering
and economic basis;
Structural and Lithologic Model Definition using Passive Seismic
Acquisition and Processing (see details below);
Re-processing and Re-interpretation
Geological and Reservoir Model;
Evaluate requirements for additional water disposal capacity and
increase capacity as required;
Prepare a production, reserves and reservoir performance report.
Expenditure Commitment. Contractor commits to expend at least US$1,000,000 in
capital expenditures during the first eighteen months after the Effective Date in
conducting the Evaluation Program and adding the water disposal well contemplated
in clause 4(iv). If the cost of the capital expenditures for the Evaluation Program and
the water disposal well are less than US$1,000,000, Contractor may
elect to expand the activities of the Evaluation Program by selecting additional wells
for reactivation or re-completion.
Other Activities During Evaluation Period. Contractor shall also conduct the
following activities during the Evaluation Period:
carry out an update of the reserves evaluation of the Contract Area to a
level of detail determined by Contractor;
evaluate existing and future infrastructure for development and
commercialisation of product for internal and export markets;
review gas conservation and utilisation within the Evaluation Area;
develop truck offloading options at either Fier or Ballsh refineries for
Gas and Condensate sales delivery of production.
1. Exploration Program. The following program of work (the "Exploration Program") shall
be conducted on the Contract Area as defined in Annex A, during the Exploration Period and
will be separated in two phases:
PHASE I: 24 months (firm)
Project Status Update
Review existing data and preliminary analysis
Structural Interpretation, Stratigraphy and Petrophysics
Passive Seismic will cover the whole block (about 400sq. Km, of which 240
sq.km. will be over the Exploration Area and 160 sq.km over the Evaluation
5. Structural and Lithologic Model Definition
6. Re-processing and Re-interpretation of existing seismic data.
7. Update Geological and Reservoir Model
8. Evaluation of potential upside, and targets
9. Seismic acquisition, processing and interpretation over possible targets, the
amount of seismic km will be defined on the results of the Passive Seismic
(estimated 30 km).
10. Evaluate the reserves and reservoir existence of the Blocks and provide a
further engineering report.
11. Evaluate existing wells.
12. Carry out an update of the existing reserves certification.
13. Decision to go to Phase II
14. Financial commitment 1,500,000 USD.
If the evaluation and remapping of the existing production area differentiates the extension of
it compared to the original one, and both parties agree to that, then the exploration area
extends beyond the agreed limits.
Contractor reserves the right and the option to enter or not to Phase II based on the results of
Phase I by advising Albpetrol sixty (60) days in advance and is not liable to the
corresponding financial commitment for Phase II.
If at the end or anytime during the Evaluation and Exploration Programs Contractor decides
to drill an Exploration Well within the Contract Area, not located in existing discoveries to be
considered under Article 7, then Contractor shall prepare and submit to the Advisory
Committee a programme for approval setting forth the drilling of the Exploration Well
which Contractor proposes and a Work Programme and Budget with respect thereto.
PHASE II: 36 months (optional)
1. Preparation and drilling of one exploration well (As defined in Article 6
2. Financial commitment: 7,000,000 USD
2 Expenditure Commitment.
Contractor commits to expend at least US$1,500,000 in capital expenditures during the Phase
I and during the 24 months after the Effective Date in conducting the Exploration Program. If
the cost of the capital expenditures for the Exploration Program are less than US$1,500,000,
Contractor may elect to expand the activities of the Exploration Program by selecting to do
more geophysical, geological or other related activity. Contractor will have the option to
enter or not into Phase II based on the results of Phase I, in such case Contractor will commit
to expend at least US$7,000,000 in capital expenditures during the Phase II for the remaining
36 months after the end of Phase I of the Exploration Program.
3. Terms and Conditions
Following a Commercial Discovery as per Article 6 herewith the following terms and
conditions will apply in reference to Petroleum Production:
Available Production, Albpetrol Share and Cost Recovery
Available Production means the Produced and Saved Petroleum from the Discovery Area.
Available Petroleum shall be allocated between Albpetrol (the "Albpetrol Share") and
Contractor ("Cost Recovery Petroleum") based on the R Factor as defined below, as set forth
in the following table:
0.0 ≤ R < 1.5000
1.5000 ≤ R < 2.0000
2.0000 ≤ R < 2.5000
2.5000 ≤ R
Cost Recovery Petroleum
The Albpetrol Share shall be lifted in Petroleum and delivered in kind and/or cash to
Albpetrol in the Discovery Area.
The R factor is calculated as per in the Evaluation Area.
Any re-adjustment in entitlement for the current Calendar Quarter will be spread over the
remainder of the current Fiscal Year in a way that the Party which is entitled to additional
Available Petroleum for the current Calendar Quarter will lift the readjustment quantity in
equal monthly proportions in addition to its regular entitlements. If the production in any
month is insufficient to supply the re-adjustment quantity, then the unsupplied entitlement
shall be carried forward and spread equally over the remaining months of the current
The determination of the R Factor shall first be done for the first Calendar Quarter following
the Effective Date.
Contractor shall be entitled to the Cost Recovery Petroleum from the existing Production in
Delvina Block or any future Production to recover all Petroleum Costs borne by it inside or
related to the Discovery Area ("Cost Recovery"). Petroleum Costs shall be as described in
After Contractor has recovered all of its Petroleum Costs from the Cost Recovery Petroleum,
the remaining Cost Recovery Petroleum shall be "Profit Petroleum". The "Profit Petroleum"
will be split between Albpetrol and Contractor as follows:
1/5 of the corresponding calculated Albetrol % share based on Calendar
Quarter R, as described above
Contractor: 100% minus above profit share of Albpetrol
Petroleum Operation Costs are defined as all expenses (including, but not limited to all
capital expenditures, operating expenses, direct general and administrative expenses and head
office allocated expenses) incurred in the year charged with an overhead rate as defined in the
All the cost for Exploration Phase I will be recovered from the production of the Evaluation
The costs for Exploration Phase II will be recovered from the New Discovery, if there is any.
In case of no Discovery the costs will not be recovered from the production of the Evaluation
The parties agreed that this Annex D-2 for Exploration Program in Delvina Block is an
integrated part of the Petroleum Agreement for the Development and Production of
Petroleum In Delvina Block.
4. Operations After Discovery
Within fifteen (15) Days after a Date of Discovery is determined by CONTRACTOR,
CONTRACTOR shall notify AKBN, in writing, of the Discovery and will provide
AKBN with the results of the testing. Following a Discovery, CONTRACTOR may
produce, transport and sell Petroleum on test, as permitted by AKBN. Such
production shall be subject to Annex D-1 provisions.
Within sixty (60) days after the notice of Discovery under Paragraph 6.1,
CONTRACTOR will notify AKBN in writing whether CONTRACTOR considers the
Discovery to be worthy of Appraisal as a potential Commercial Discovery.
In case CONTRACTOR notifies AKBN under Paragraph 2 that it considers a
Discovery to be worthy of Appraisal as a potential Commercial Discovery,
CONTRACTOR shall promptly thereafter inform AKBN of its Appraisal plans for
the concerned Discovery and will undertake, as part of its Exploration program, the
Appraisal of the Discovery by performing such works that, in the CONTRACTOR's
opinion, may be necessary to determine whether such Discovery is worthy of being
Developed commercially, taking into consideration all relevant technical and
Within six (6) months after completion of the Appraisal, CONTRACTOR shall either:
Submit to AKBN a Development Plan for the purpose of declaring a
Commercial Discovery; or
Notify AKBN that the Discovery could be commercial if other Discoveries
are made and jointly Developed and exploited with it, or that
CONTRACTOR proposes to do additional work in the Contract Area for
that purpose; or
Notify AKBN that CONTRACTOR does not consider the Discovery to be
In case of a notice by CONTRACTOR under Paragraph 4.2 above, CONTRACTOR
shall present to Advisory Committee and submit in writing for AKBN approval,
which approval shall not be unreasonably delayed or withheld, a plan containing a
description of the additional works that CONTRACTOR considers necessary and the
estimated schedule for said works, in accordance with Good International Petroleum
Industry Practices. CONTRACTOR shall undertake, as part of its Exploration
program, the performance of said additional works in accordance with the plan and
schedule submitted to AKBN.
In case of a notice by CONTRACTOR under Paragraph 4.3 above, AKBN shall have
the right to Develop and exploit the Discovery for its sole benefit and at its sole cost
and risk, and CONTRACTOR will have no rights in such Discovery and will
relinquish, in accordance with Good International Petroleum Industry Practices, the
Discovery Area; however, CONTRACTOR's rights in the remainder of the Contract
Area shall not be affected thereby.
If it appears reasonable from reviews of technical data that a Discovery Area or a
Development and Production Area could extend outside the Contract Area, the Parties
shall meet to discuss cooperation among themselves and/or with any third party which
may be involved in extending Exploration, Development or Production outside the
Contract Area, but such discussions shall not interfere with CONTRACTOR
continuing with the Appraisal, Development and Production of Petroleum from the
portion of the Reservoir located in the Contract Area.
If it is proven by drilling outside the Contract Area that the Petroleum
bearing strata in the Contract Area extends into another area or areas in
respect of which another contract or license is in force or has been granted
by AKBN, and recognized petroleum industry standards and practices
necessitate that the entire field should be worked and developed as a unit,
CONTRACTOR shall endeavor to co-operate with license holders in
adjacent blocks in order to achieve the optimum technical and economical
solution for the development of the entire field. If CONTRACTOR and the
other license holders in the respective adjacent blocks cannot agree on a
joint Development scheme or on the operatorship, or if AKBN considers
that the proposed joint Development scheme is not in the national interest,
AKBN may direct that all operations shall be conducted in accordance with
a joint Development scheme.
The joint Development scheme shall be agreed to between CONTRACTOR
and the third party license holding granted by AKBN who shall jointly
submit the scheme for approval of AKBN. Failing agreement on a unit
Development scheme between CONTRACTOR and the third party, or
failing approval of AKBN, the unit Development scheme shall be the
scheme prepared by an Expert. If CONTRACTOR finds the scheme
prepared by the Expert unacceptable, CONTRACTOR shall have the right
to request modification thereof or relinquish the Discovery Area.
If the Petroleum bearing strata in the Contract Area, considered by
CONTRACTOR as a single Discovery Area or Development and
Production Area, extends into another area or areas over which the
Albanian Government has the jurisdiction and in respect of which no
contract or license is in force nor is subject to a grant of rights by AKBN,
then AKBN and CONTRACTOR shall use their respective best efforts to
negotiate an agreement to enlarge the Contract Area accordingly and to
provide for the proper Appraisal and Development of the Discovery. Such
agreement shall include provisions that this Contract shall apply to the
enlarged area. CONTRACTOR shall be allowed to carry out such
Appraisal in the area concerned, as may be required to delineate the area for
enlargement. Before commencement of discussions on such agreement,
CONTRACTOR shall be allowed to review any technical data relating to
the area which is available to any agency of the Albanian Government.
In the event that the Petroleum-bearing strata referred to in Paragraph 6.14
extend into an area not forming part of the Contract Area and over which
the Republic of Albania has no jurisdiction, the CONTRACTOR's
Petroleum Operations shall be conducted in accordance with such of
Albania's international obligations as may be applicable and AKBN shall
undertake to negotiate with the competent agency of the foreign
government having jurisdiction to agree upon a Unit Development Scheme,
bearing in mind the interests of the CONTRACTOR. This Contract shall be
amended to reflect the agreement reached between the two countries. If
such amendment is unacceptable to CONTRACTOR, then CONTRACTOR
shall have the right to request modification thereof or relinquish the
Discovery Area in which the Petroleum-bearing strata are located.
PASSIVE SEISMIC METHODOLOGY
Passive Seismic Tomography is a new revolutionary geophysical exploration technique,
which uses the natural seismicity (micro earthquakes) as seismic sources and a portable seismological
network as receivers in order to perform a detailed 3-D seismic velocity and Poisson ratio model of
the upper few Km of the crust. Recent advances in seismograph design, monitoring methodologies
and inversion algorithms, have resulted in the application of passive seismic methods to the
hydrocarbon industry as well.
This results can be used for:
¾ Improvement of structural and lithologic interpretation
¾ Better understanding of the geology in the area
¾ Use of model to reprocess and improve existing seismic
¾ Use of model to define upside potential and help design a better seismic line distribution.
And lead to:
Better well placement
Better reserve estimate
Aide in reservoir characterisation and optimisation
INSTRUMENT OF TRANSFER
THIS INSTRUMENT OF TRANSFER is made the day of … August 8, 2007
ALBPETROL SH.A. ("Albpetrol") an Albanian State Company, whose principal
place of business is at Patos, Albania;
STREAM OIL & GAS LTD. ("Stream"); a CAYMAN ISLANDS company, with a
branch registered in the Republic of Albania; and
AGJENSISE KOMBETARE E BURIMENE NATYRORE (“AKBN”) a legal entity
authorized by Decision No. 547, dated August 9, 2006, of the Government of the Republic of
Albpetrol is a party to a Licence Agreement made the [
] day of [
] 2007 with the
Ministry of Economy, Trading and Energy as represented by AKBN and Stream wish to join
with Albpetrol in the conduct of Petroleum Operations (as therein defined).
NOW THIS INSTRUMENT WITNESSES that in consideration of and subject to Stream
entering into a Petroleum Agreement (as defined in the said Licence Agreement) with
Albpetrol hereby transfers all its rights, privileges and obligations under the Licence
Agreement mentioned above to Stream subject to said Petroleum Agreement.
Albpetrol and Stream agree that they will jointly and severally be liable to the
Ministry under the said Licence Agreement for all duties and obligations of the Licensee
subject only as specifically provided in the said Licence Agreement.
By its execution of this Instrument of Transfer, the AKBN confirms that it has given
its prior written approval to this transfer, that Stream has handed to the AKBN reasonable
evidence of their financial and/or technical competence and that the AKBN was not asked in
an unreasonable or unfair way not to refuse its consent and that they accept that Albpetrol and
Stream are parties to the said Licence Agreement as the Licensee.
This Instrument of Transfer is conditional upon Albpetrol and Stream entering into
the said Petroleum Agreement and the approval of the Council of Ministers to that Petroleum
Following execution of this Instrument of Transfer, the interests of Stream and
Albpetrol shall be as defined in the said Petroleum Agreement.
IN WITNESS WHEREOF, the parties have executed this Instrument of Transfer the day and
year first above written:
duly authorised for and
on behalf of
duly authorised for and
on behalf of
duly authorised for and
on behalf of
General Take Over Procedures
Promptly after the Effective Date, Albpetrol and Contractor shall undertake a transfer of
operating responsibilities for the Project Area. This includes, without limitation, the transfer
and delivery to Contractor by AKBN, Albpetrol and any of their Affiliates of the following
assets, rights, documents and materials located in the Contract Area or at ____________, and
used or useful in connection with activities in the Project Area. The assets, rights, documents
and materials will be substantially the same as those described in the License Agreement and
Well Take Over Procedures
1. Contractor Responsibilities
a. Contractor Notice:
i. Contractor will provide Albpetrol with a preliminary list of wells
intended for take over for each Calendar Quarter, within thirty days of
the start of that Calendar Quarter. This preliminary list may be revised
after well file information and well and casing condition are verified.
ii. Two weeks notice will be provided prior to required take-over date.
iii. If Contractor elects to perform preliminary casing verification work
utilising Albpetrol tractor rig and services, the take over is not official
until Contractor has provided written notice of its acceptance of well
conditions. For the purposes of calculating Deemed Production of a
particular well, the effective date of the well take over will be
retroactive to the date the preliminary casing verification work
iv. If Contractor elects to add additional wells not provided in the
preliminary list for that Calendar Quarter, Albpetrol will not
unreasonably withhold or delay such approval.
b. Well Data and Services for Wellbore Integrity
i. Contractor will make request for required information either with the
notice delivered two weeks prior to the Calendar Quarter or at any
ii. Contractor will submit program requirements for well casing
verification to Albpetrol and the other requested services Albpetrol is
required to provide. It is Contractor's intent to only take over wells
which do not exhibit significant down hole casing or well bore
integrity problems. Should a well be found to have such damage,
-2Contractor will have Albpetrol re-run equipment as to the condition
prior to servicing at Contractor's cost, and Contractor will have no
further liabilities associated with such well. Only with final take-over
of the well does Contractor take on liabilities for any well (provided
that liability for conditions prior to take over remain with Albpetrol as
per the Petroleum Agreement).
iii. Contractor may request Albpetrol to carry out tractor rig services to
verify casing integrity and other wellbore cleanout work as required by
Contractor's program. Contractor and Albpetrol will agree to a Service
Agreement outlining conditions and costs for Albpetrol's services on
terms similar to those available from arm's length third parties. A
Request for Services (RFS) will be submitted by Contractor with the
program should it require Albpetrol's services.
i. Contractor will remove Albpetrol’s derrick and equipment to
Albpetrol’s designated location within the Contract Area at
Contractor's cost when the well is being taken over for production
operations and not in situation where it is taken over only for
suspension of Albpetrol’s operations within designated reservoir area
or for monitoring purposes.
ii. Contractor will remove contamination to Albpetrol’s designated
contaminated soil site at Contractor's cost. Environmental Damages for
removed material remains with Albpetrol as being a pre-existing
iii. Contractor may request Albpetrol to carry out removal of contaminated
soils, removal of derrick and equipment and possibly construction of
new lease. Such requests will be made through a Request For Services
(“RFS”) and be carried out in accordance with an agreed Service
iv. Contractor will reconstruct lease to its standards and as per
Environmental permit and regulations.
d. Takeover Wells for Monitoring
i. Contractor may take over wells but not place on active production for
reasons of monitoring reservoir conditions and for optimal reservoir
recovery and spacing requirements.
ii. Liability for future operations on these wells will be limited to the
wellbore and any fluids released from them. Contractor will not be
required to remove Albpetrol’s equipment from these leases, nor
remove any contamination. Should equipment be required by Albpetrol
(except for down hole tubing which may be required to remain in the
hole), Albpetrol is entitled to remove it at its cost and in its current
-3condition. Wellhead will remain secured and locked, and power to site
iii. The only inventory recorded for transfer will be related to the wellhead
iv. Contractor will have free access to this site.
i. On prior day to official take-over Contractor representatives will meet
at site to take an inventory of equipment to be taken over by
ii. Inventory will be included in a take-over release form to be signed by
both Albpetrol and Contractor representatives. This will include preexisting liabilities for Albpetrol and assumption of lease by Contractor
at these conditions.
iii. It should be noted that inventory taken over may not be available in the
future due to operations consumption and deterioration, and Contractor
is not liable in any way to return such.
i. Pre-Existing production will be calculated based on formula in the
Petroleum Agreement and based upon production data supplied by
Albpetrol. Contractor has the right to review in details such
calculations and methods for past calculation. Once accepted by both
Parties this production will be the basis for future pre-existing
2. Albpetrol Responsibilities
a. Handover Well Site
i. Albpetrol will provide well and site to Contractor within two weeks.
b. Well Data
i. Albpetrol will provide by the 15th day of each subsequent month
production data (net oil, water, and producing hours) for all wells
within the Contract Area that are Operated by Albpetrol.
ii. Albpetrol will provide well file information (either copy of original)
within one week of request from Contractor, whether for a take-over
well or otherwise.
c. Pre-Existing Conditions
i. Pre-existing conditions will remain the liability of Albpetrol.
Contaminated materials removed from the site prior to the take-over
-4date will go to Albpetrol’s designated storage and remediation site and
remain Albpetrol’s liability.
ii. As per the Petroleum Agreement, a Baseline Study will be performed
on each well prior to take-over to identify pre-existing conditions.
Albpetrol will cooperate with any such study. No further activities will
occur on these sites once this has been completed and Contractor has
taken over the well (whether for monitoring or for production).
iii. Any activities by Albpetrol on well sites taken over will result in
immediate default by Albpetrol of previous and future pre-existing
production obligations by Contractor, with all liabilities passed to
Albpetrol, unless Contractor accepts Albpetrol's cessation of such
activities and resumption of take over responsibilities.
d. Well Site Services & Lease Construction
i. It is Contractors intent to utilise Albpetrol’s tractor rig for casing
integrity verification well services prior to accepting some leases.
Albpetrol will offer if available a tractor rig unit for Contractor within
notice period and as per agreed Service Agreement.
ii. For well bores only which are taken over (not wellsite) by Contractor,
Albpetrol will provide free access to Contractor. Albpetrol will ensure
wellsite power is deactivated. All surface equipment and lease
conditions will remain Albpetrol’s responsibility. Any removal of
surface equipment will be at Albpetrol’s discretion and cost.
e. Inventory & Release
i. On the day prior to official take-over Contractor representatives will
meet at site to take an inventory of equipment to be taken over by
ii. Inventory will be included in a take-over release form to be signed by
both Albpetrol and Contractor representatives. This will include preexisting liabilities (except environmental liabilities) for Albpetrol and
assumption of lease by Contractor at these conditions.
iii. It should be noted that inventory taken over may not be available in the
future due to normal wear and tear and consumption of consumable
material, and Contractor is not liable in any way to return inventory in
the condition in which it was delivered to Contractor.