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[S] Licence P2495








Petroleum Act 1998


SEAWARD PRODUCTION LICENCE





THE OIL AND GAS AUTHORITY


and


SHELL U.K. LIMITED


ESSO EXPLORATION AND PRODUCTION UK LIMITED














LICENCE


to search and bore for and get petroleum





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[S] Licence P2495


This Licence, made 21 NoveMOe Zoin


between the Oil and Gas Authority, of the one part and the companies listed in Schedule


4 of the other part, witnesseth as follows: -


1 .--- Interpretation, etc.


(1) In this licence, the following expressions have the following meanings---


"the Act” means the Petroleum Act 1998;


"Block” means an area comprised in this licence which is delineated on the


reference map deposited at the principal office of the OGA and to which a


reference number was assigned at the date of this licence;


"Development Scheme” has the meaning given by clause 27;


"Drill-or-Drop Period” means the period (if any) specified as such in Schedule 5


to this licence;


"Early Surrender Area" means the area (if any) specified as such in Schedule 5 to


this licence;


"Early Surrender Period” means the period (if any) specified as such in Schedule


5 to this licence;


"Fragmented Licensed Area” means a Licensed Area consisting in two or more


areas any one or more of which is separated from the others;


"Half Year" means the period from 1st January to 30th June in any year and the


period from 1st July to 31st December in any year;


"Initial Licensed Area" means the area described in Schedule 1 to this licence on


the date it was granted;


"Initial Term” means the period (if any) specified as such in Schedule 5 to this


licence;


"Licensed Area" means the area for the time being in which the Licensee may


exercise the rights granted by this licence;


"the Licensee" means the person or persons to whom this licence is granted, his


personal representatives and any person or persons to whom the rights


conferred by this licence may lawfully have been assigned;


"Mandatory Surrender Area" means the area (if any) specified as such in


Schedule 5 to this licence;


"the Minister” means the Secretary of State for Business, Energy and Industrial


Strategy;


"the OGA" means the Oil and Gas Authority;


"Oil Field" has the meaning given in clause 27;


"Petroleum" includes any mineral oil or relative hydrocarbon and natural gas


existing in its natural condition in strata but does not include coal or bituminous


shales or other stratified deposits from which oil can be extracted by destructive


distillation;








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"Promote Period" means the period (if any) specified as such in Schedule 5 to this


licence;


"Second Term" means the period (if any) specified as such in Schedule 5 to this


licence;


"Section" means a part of a Block comprising an area bounded by minute lines of


latitude and longitude one minute apart respectively;


"Start Date" means the date specified as such in Schedule 5 to this licence;


"Third Term" means the period (if any) specified as such in Schedule 5 to this


licence;


"Well” includes borehole;


"Work Programme" means the programme (if any) set out in Schedule 3 to this


licence.


( 2) Any obligations which are to be observed and performed by the Licensee shall at


any time at which the Licensee is more than one person be joint and several obligations.


2 . Grant of Licence


In consideration of the payments hereinafter provided for and the performance and


observance by the Licensee of all the terms and conditions hereof, the OGA, in exercise


of the powers conferred upon it by the Act hereby grants to the Licensee exclusive


licence and liberty during the continuance of this licence and subject to the provisions


hereof to search and bore for, and get, Petroleum in the sea bed and subsoil under the


area described in Schedule 1 to this licence provided that nothing in this licence shall


affect the right of the OGA to grant a methane drainage licence in respect of the whole or


any part of the Licensed Area or affect the exercise of any rights granted under any such


methane drainage licence.


3 .--- Term of Licence


(1) This licence shall commence with the later of---


(a) the Start Date; and


(b) the date on which this licence was granted.


(2) Unless sooner determined under any of its provisions, this licence shall continue


until determined by the Licensee pursuant to clause 10, revoked by the OGA pursuant to


clause 41, or until the OGA serves notice terminating it in accordance with paragraph


(3) of this clause.


(3) Subject to paragraph (4) of this clause, the OGA may at any time serve notice


terminating this licence if in its discretion it decides that such termination would not


cause any oil and gas operations to cease to comply with the Offshore Petroleum


Licensing (Offshore Safety Directive) Regulations 2015 or other instrument performing


a similar function.


(4) Where the OGA proposes to serve notice pursuant to paragraph (3) of this clause


it shall before doing so---











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(a) inform the Licensee of the date on which it proposes to serve that notice


and its reasons for doing so, and give the Licensee an opportunity to make


representations to the OGA; and


(b) consider any such representations then made to it by the Licensee.


4 .--- Initial Term


Not applicable.


5 .--- Surrender during Initial Term ("Frontier" licences)


Not applicable.


6 .--- Option to continue licence into a Second Term


Not applicable.


7 .--- Extension of the Initial or Second Term


Not applicable.


8 .--- Option to continue the Licence into a Third Term


Not applicable.


9 . Power further to extend term of Licence


Not applicable.


10 . Right of Licensee to determine Licence or surrender part of Licensed Area


Without prejudice to any obligation or liability imposed by or incurred under the terms


hereof the Licensee may at any time by giving to the OGA not less than one month's


notice in writing to that effect determine this licence or surrender any part of the


Licensed Area being a part which complies with clause 11 hereof.


11.--- Areas surrendered


(1) Any area surrendered by the Licensee pursuant to clause 5, 6 or 10 of this licence


and any area accordingly retained by him shall, unless the OGA has otherwise agreed in


writing before the date on which the appropriate notice is given by the Licensee to the


OGA ---


(a) be bounded by minute lines of latitude extending not less than two


minutes of longitude and minute lines of longitude extending not less than two


minutes of latitude;


(b) consist of not less than thirty Sections; and


(c) subject always to paragraph (2) of this clause have boundaries which,


whether they run north and south or east and west, either coincide with the


corresponding boundaries of the Block or are not less than two Sections distant


from those boundaries.


(2) The surrender by the Licensee of any area pursuant to clause 5, 6 or 10 of this


licence shall not, unless the OGA has otherwise agreed in writing before the date on


which the appropriate notice is given by the Licensee to the OGA, result in the creation


of a Fragmented Licensed Area.





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(3) Upon the date on which any determination of this licence or any surrender of


part of the Licensed Area in the manner provided for by any clause of this licence is to


take effect the rights granted by this licence shall cease in respect of the Licensed Area


or of the part so surrendered as the case may be but without prejudice to any obligation


or liability imposed upon the Licensee or incurred by him under the terms of this licence


prior to that date.


12.--- Payment of consideration for Licence


(1) The Licensee shall make to the OGA as consideration for the grant of this Licence


payments in accordance with Schedule 2 to this Licence.


(2) The Licensee shall not by reason of determination of this Licence or surrender of


any part of the Licensed Area be entitled to be repaid or allowed any sum payable to the


OGA pursuant to this licence before the date of determination or surrender.


13. Provision of contact details to OGA


(1) A notice, direction or other document authorised or required (in whatever


terms) to be given to the Licensee by virtue of this licence is treated as given to the


Licensee if it is given to the person specified by the Licensee under paragraph (2) at the


address so specified.


(2) The Licensee must supply the OGA with the name and address of a person to


whom notices, directions and other documents are to be given.


(3) The Licensee must ensure that, where there is a change in the person to whom,


or the address to which, information should be sent in accordance with paragraph (2),


the OGA is notified of the change as soon as is reasonably practicable.


(4) If the Licensee fails to comply with paragraph (2) the OGA may give the Licensee


a notice which---


(a) requires the Licensee to comply with paragraph (2) within the period of


30 days beginning with the date of the notice; and


(b) states that, if the Licensee fails to do so, the Licensee will be treated as


having supplied under paragraph (2) the name and address specified by the OGA


in the notice.


14.--- Measurement of Petroleum obtained from the Licensed Area


(1) The Licensee shall measure or weigh by a method or methods customarily used


in good oilfield practice and from time to time approved by the OGA all Petroleum won


and saved from the Licensed Area.


(2) If and to the extent that the OGA so directs, the duty imposed by paragraph (1) of


this clause shall be discharged separately in relation to Petroleum won and saved---


(a) from each part of the Licensed Area which is an Oil Field for the purposes


of the Oil Taxation Act 1975;


(b) from each part of the Licensed Area which forms part of such an Oil Field


extending beyond the Licensed Area; and


(c) from each Well producing Petroleum from a part of the Licensed Area


which is not within such an Oil Field.





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(3) If and to the extent that the OGA so directs, the preceding provisions of this


clause shall apply as if the duty to measure or weigh Petroleum included a duty to


ascertain its quality or composition or both; and where a direction under this paragraph


is in force, the following provisions of this clause shall have effect as if references to


measuring or weighing included references to ascertaining quality or composition.


(4) The Licensee shall not make any alteration in the method or methods of


measuring or weighing used by him or in any appliances used for that purpose without


the consent in writing of the OGA and the OGA may in any case require that no alteration


shall be made save in the presence of a person authorised by the OGA.


(5) The OGA may from time to time direct that any weighing or measuring appliance


shall be tested or examined in such manner, upon such occasions or at such intervals


and by such persons as may be specified by the OGA’s direction and the Licensee shall


pay to any such person or to the OGA such fees and expenses for test or examination as


the OGA may specify.


(6) If any measuring or weighing appliance shall upon any such test or examination


as is mentioned in paragraph [5] of this clause be found to be false or unjust the same


shall if the OGA so determines after considering any representations in writing made by


the Licensee be deemed to have existed in that condition during the period since the last


occasion upon which the same was tested or examined pursuant to paragraph (5) of this


clause.


15.--- Keeping of accounts


(1) The Licensee shall keep within the United Kingdom full and correct accounts in a


form from time to time approved by the OGA of---


(a) the quantity of Petroleum in the form of gas won and saved;


(b) the quantity of Petroleum in any other form won and saved;


[c] the name and address of any person to whom any Petroleum has been


supplied by the Licensee, the quantity so supplied, the price thereof or other


consideration therefor and the place to which the Petroleum was conveyed


pursuant to the agreement for such supply; and


(d) such other particulars as the OGA may from time to time direct.


(2) The quantities of Petroleum stated in such accounts may exclude any water


separated from the Petroleum and shall be expressed as volumes in cubic metres


measured at, or calculated as if measured at, a temperature of 15° Celsius and a


pressure of 1.0132 bar but if the OGA serves notice in writing on the Licensee


determining any other manner in which any quantity of Petroleum or any quantity of


any form of Petroleum is to be expressed that quantity shall be so expressed.


(3) Such accounts shall state separately the quantities of petroleum used for the


purposes of carrying on drilling and production operations and pumping to field


storage, and quantities not so used, and in the case of Petroleum not in the form of gas


shall state the specific gravity of the Petroleum and, if Petroleum of different specific


gravities has been won and saved, the respective quantities of Petroleum of each


specific gravity.


(4) The Licensee shall within two months after the end of each Half Year in which


this licence is in force and within two months after the expiration or determination of





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this licence deliver to the OGA an abstract in a form from time to time approved by the


OGA of the accounts for that Half Year or for the period prior to such expiration or


determination as the case may be.


16.--- Working obligations


(1] Not applicable.


(2) If at any time the OGA serves a notice in writing on the Licensee requiring him to


submit to the OGA, before a date specified in the notice, an appropriate programme for


exploring for Petroleum in the Licensed Area during a period so specified, the Licensee


shall comply with the notice; and for the purposes of this paragraph an appropriate


programme is one which any person who, if he---


[a] were entitled to exploit the rights granted by this licence; and


(b) had the competence and resources needed to exploit those rights to the


best commercial advantage; and


(c) were seeking to exploit those rights to the best commercial advantage,


could reasonably be expected to carry out during the period specified in the notice, and


that period must be within the term of this licence.


(3) If a programme is submitted to the OGA in consequence of a notice served by it in


pursuance of paragraph (2) of this clause, then---


(a) it shall not be entitled to revoke this licence on the ground that the


programme does not satisfy the requirements of that paragraph ("the Relevant


Requirements”); but


(b) if it is of the opinion that the programme does not satisfy the Relevant


Requirements it may serve a notice in writing on the Licensee stating its opinion


and the reasons for it.


(4) Where notice in respect of a programme is served on the Licensee in pursuance


of paragraph (3) of this clause the Licensee shall either---


(a) within 28 days beginning with the date of service of the notice refer to


arbitration, in the manner provided by clause 43 of this licence, the question


whether the programme satisfies the Relevant Requirements; or


(b) within a reasonable period beginning with the date of service of such


notice submit to the OGA a further programme which satisfies the Relevant


Requirements,


and where it is determined in consequence of any reference to arbitration in pursuance


of sub-paragraph (a) of this paragraph that the programme in question does not satisfy


the Relevant Requirements the Licensee shall submit to the OGA, as soon as possible


after the date of the determination, a further programme which satisfies the Relevant


Requirements.


(5) The Licensee shall carry out any programme submitted by him in pursuance of


this clause as to which either---


(a) the OGA serves notice in writing on the Licensee stating that the OGA


approves the programme; or








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(b) it is determined in consequence of any reference to arbitration in the


manner provided by clause 43 of this licence that the programme satisfies the


Relevant Requirements,


and any programme approved by the OGA in pursuance of this paragraph shall be


deemed for the purposes of this licence to satisfy the Relevant Requirements.


(6) Where, in consequence of any breach or non-observance by the Licensee of any


provision of paragraph (2), (4) or (5) of this clause, the OGA has power by virtue of


paragraph (1) of clause 41 of this licence to revoke this licence, it may if it thinks fit


exercise that power in relation to such part only of the Licensed Area as it may specify;


and where it does so the rights granted by this licence shall cease in respect of the


specified part of that area without prejudice to any obligation or liability imposed upon


the Licensee or incurred by him under the terms of this licence.


(7) Where the Licensee has a duty by virtue of this clause to carry out a programme


during a part of the term of this licence, the OGA may serve notice in pursuance of


paragraph (2) of this clause in respect of another part of that term.


17.--- Development and production programmes


(1) The Licensee shall not---


(a) erect or carry out any Relevant Works, either in the Licensed Area or


elsewhere, for the purpose of getting Petroleum from that area or for the


purpose of conveying to a place on land Petroleum got from that area; or


(b) get Petroleum from that area otherwise than in the course of searching for


Petroleum or drilling Wells,


except with the consent in writing of the OGA or in accordance with a programme which


the OGA has approved or served on the Licensee in pursuance of the following


provisions of this clause.


(2) The Licensee shall prepare and submit to the OGA, in such form and by such time


and in respect of such period during the term of this licence as the OGA may direct, a


programme specifying---


(a) the Relevant Works which the Licensee proposes to erect or carry out


during that period for either of the purposes mentioned in paragraph (1)(a) of


this clause;


(b) the proposed locations of the works, the purposes for which it is proposed


to use the works and the times at which it is proposed to begin and to complete


the erection or carrying out of the works;


(c) the maximum and minimum quantities of Petroleum in the form of gas


and the maximum and minimum quantities of Petroleum in other forms which---


(i) in each calendar year; or


(ii) in each such period of more or less than one calendar year as may


be specified by the OGA,


the Licensee proposes to get as mentioned in paragraph (1)(b) of this clause.


(3) If the OGA directs the Licensee---








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(a) to prepare different programmes in pursuance of paragraph [2] of this


clause in respect of Petroleum from such different parts of the Licensed Area as


are specified in the direction; or


(b) where a programme approved or served in pursuance of this clause


relates to a particular period during the term of this licence, to prepare a


programme or programmes in pursuance of paragraph (2) of this clause in


respect of a further period or further periods during that term,


the Licensee shall comply with the direction.


(4) It shall be the duty of the OGA expeditiously to consider any programme


submitted to it in pursuance of paragraph (2) of this clause and when it has done so to


give notice in writing to the Licensee stating---


(a) that the OGA approves the programme; or


(b) that the OGA approves the programme subject to the condition that such


of the Relevant Works as are specified in the notice shall not be used before the


expiration of the period so specified in relation to the works or shall not be used


without the consent in writing of the OGA; or


(c) that the OGA rejects the programme on one or both of the following


grounds, namely---


(i) that the carrying out of any proposals included in the programme


in pursuance of paragraph (2) of this clause would be contrary to good


oilfield practice;


(ii) that the proposals included in the programme in pursuance of the


sub-paragraph (c) of the said paragraph (2) are, in the opinion of the OGA,


not in the national interest,


and a notice in pursuance of sub-paragraph (b) of this paragraph may contain different


conditions in respect of different works but shall not be given unless the OGA is satisfied


that the condition mentioned in the notice is required in the national interest.


(5) Where the OGA gives notice of rejection of a programme in pursuance of sub-


paragraph (c) of paragraph (4) of this clause, then---


(a) if the grounds of the rejection consist of or include the ground mentioned


in paragraph (i) of that sub-paragraph it shall include in the notice a statement of


the matters in consequence of which it rejected the programme on that ground;


and


(b) if the grounds of the rejection consist of or include the ground mentioned


in paragraph (ii) of that sub-paragraph it shall include in the notice a statement


of the rates at which it considers that, in the national interest, Petroleum should


be got from the area to which the programme relates; and


(c) the Licensee shall prepare and submit to the OGA, before the time


specified in the notice---


(i) where the notice contains such a statement as is mentioned in sub-


paragraph (a) above, modifications of the programme which ensure that


the carrying out of the programme with those modifications would not be


contrary to good oilfield practice;





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(ii) where the notice contains such a statement as is mentioned in sub-


paragraph (b) above, modifications of the programme which ensure the


getting of Petroleum from the area to which the programme relates at the


rates specified in the statement and which (except so far as may be


necessary in order to get Petroleum at those rates) are not such that the


carrying out of the programme with those modifications would be


contrary to good oilfield practice,


but the Licensee shall not be required by virtue of paragraph (i) of this sub-


paragraph to submit modifications if it is determined in consequence of any


reference to arbitration in the manner provided by clause 43 of this licence that


the carrying out of the programme without modifications would not be contrary


to good oilfield practice.


(6) If the OGA gives notice in writing to the Licensee that the OGA approves the


modifications of a programme which have been submitted to it in pursuance of sub-


paragraph (c) of paragraph (5) of this clause, the programme with those modifications


shall be deemed to be approved by the OGA; but if the Licensee fails to perform the duty


imposed on him by that sub-paragraph the OGA may, if it thinks fit, instead of revoking


this licence in consequence of the failure, serve on the Licensee such a programme as


the OGA considers that the Licensee should have submitted to it in respect of the area


and period to which the rejected programme related.


(7) Where the OGA proposes to approve a programme subject to a condition in


pursuance of paragraph (4)(b) of this clause or to reject a programme in pursuance of


paragraph (4) (c) of this clause or to serve a programme on the Licensee in pursuance of


paragraph (6) of this clause it shall before doing so---


(a) give the Licensee particulars of the proposal and an opportunity to make


representations to the OGA about the technical and financial factors which the


Licensee considers are relevant in connection with the proposal; and


(b) consider any such representations then made to it by the Licensee.


(8) The Licensee shall carry out any programme approved or served on him by the


OGA in pursuance of this clause or, if such a programme is varied in pursuance of clause


18 of this licence, the programme as so varied except in so far as the Licensee is


authorised in writing by the OGA to do otherwise or is required to do otherwise by such


a condition as is mentioned in paragraph (4)(b) of this clause; but if it is necessary to


carry out certain works in order to comply with provisions included in a programme by


virtue of paragraph (5) (c) of this clause or provisions of a programme served on the


Licensee in pursuance of paragraph (6) of this clause or provisions of a programme as


varied in pursuance of clause 18 of this licence, then, notwithstanding anything in the


programme as to the time when those provisions are to be complied with, the Licensee


shall not be treated as having failed to comply with those provisions before the


expiration of the period reasonably required for carrying out the works.


(9) In this clause "Relevant Works" means any structures and any other works


whatsoever which are intended by the Licensee to be permanent and are neither


designed to be moved from place to place without major dismantling nor intended by


the Licensee to be used only for searching for Petroleum.











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18.--- Provisions supplementary to clause 17


[1] A consent given by the OGA in pursuance of clause 17(1) of this licence may be


given subject to such conditions as are specified in the document signifying the consent


and may in particular, without prejudice to the generality of the preceding provisions of


this paragraph, be limited to a period so specified.


(2) Where---


(a) the OGA gives notice in respect of a programme in pursuance of


paragraph (4) (a) or (b) or paragraph (6) of clause 17 of this licence or serves a


programme in pursuance of the said paragraph (6); or


(b) it is determined in consequence of any reference to arbitration in the


manner provided by clause 43 of this licence that the Licensee is not required by


virtue of paragraph (i) of clause 17(5)(c) of this licence to submit modifications


of a programme in respect of which notice of rejection containing such a


statement as is mentioned in the said paragraph (i) was given by the OGA in


pursuance of clause 17(4)(c) of this licence,


the OGA may give to the Licensee, with the notice given or the programme served as


mentioned in sub-paragraph (a) of this paragraph or, in a case falling within sub-


paragraph (b) of this paragraph, within the period of three months beginning with the


date of the arbitrator's or arbiter's determination, a notice (hereafter in this clause


referred to as a "Limitation Notice") authorising the OGA, by a further notice given to


the Licensee from time to time after the expiration of the period specified in the


Limitation Notice, to provide that the programme to which the Limitation Notice relates


shall have effect while the further notice is in force with the substitution for any


quantity of Petroleum or any period specified in the programme in pursuance of clause


17(2)(c) of this licence of a different quantity of Petroleum or a different period


specified in the further notice.


(3) A quantity or period specified in such a further notice as that to be substituted


for a quantity or period which is specified in the programme in question shall be such as


to secure that the expenditure to be incurred by the Licensee in complying with the


further notice, in a case where an effect of the notice is to increase the quantity of


Petroleum which the Licensee is required to get from the Licensed Area in any period, is


less than the cost of drilling a new Well in the Licensed Area at the time when the


further notice is given.


(4) Where the OGA proposes to give a Limitation Notice or any such further notice as


aforesaid it shall before doing so---


(a) give the Licensee particulars of the proposal and an opportunity to make


representations to the OGA about the technical and financial factors which the


Licensee considers are relevant in connection with the proposal; and


(b) consider any such representations then made to it by the Licensee,


and the OGA shall not give such a further notice of which an effect is to increase the


quantity of Petroleum which the Licensee is required to get from the Licensed Area


during any period unless the OGA is satisfied that the notice is required by reason of a


national emergency and shall not give any other such further notice as aforesaid unless


it is satisfied that the notice is required in the national interest.








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(5) A Limitation Notice or any such further notice as aforesaid may---


(a) specify any quantity or period by reference to such factors as the OGA


thinks fit; and


(b) in the case of such a further notice, contain provisions as to---


(i) the date when the notice is to come into force;


(ii) the date when the notice is to cease to be in force,


and specify different dates in pursuance of this sub-paragraph for different


provisions of the notice,


and the OGA may revoke such a further notice at a particular time by serving on the


Licensee a notice in writing stating that the further notice is revoked at that time.


(6) Any question arising under clause 17 of this licence or this clause as to what is, is


not or is required in the national interest or as to what is, is not or is required by reason


of, a national emergency shall be determined by the OGA 0.


[7] The Licensee shall ensure that any conditions to which an approval is subject in


pursuance of clause 17(4)(b) of this licence or to which a consent is subject in


pursuance of paragraph (1) of this clause are complied with.


(8) If in respect of part of the Licensed Area---


(a) a consent has been given in pursuance of paragraph (1) of clause 17 of


this licence; or


(b) the Licensee has submitted to the OGA, in accordance with a direction


given by virtue of paragraph (3) (a) of that clause, a programme in pursuance of


paragraph (2) of that clause---


(i) as respects which the OGA has served notice in pursuance of


paragraph (4) (a) or (b) or paragraph (6) of that clause; or


(ii) in consequence of which the OGA has served a programme on the


Licensee in pursuance of the said paragraph (6); or


(iii) in respect of which it has been determined in consequence of any


reference to arbitration in the manner provided by clause 43 of this


licence that the Licensee is not required by virtue of paragraph (5)(c)(i) of


that clause to submit modifications,


paragraph (1) of clause 41 of this licence shall not authorise the OGA to revoke this


licence in relation to that part of the Licensed Area in consequence of any breach or non-


observance, while the consent is in force or during the period to which the programme


relates, of any provision of the said clause 17 in connection with a different part of the


Licensed Area.


(9) Where in consequence of any breach or non-observance by the Licensee of any


provision of clause 17 of this licence the OGA has power by virtue of paragraph (1) of


clause 41 of this licence to revoke this licence or, in consequence of paragraph (8) of this


clause, to revoke it in respect of part only of the Licensed Area, it may if it thinks fit---


(a) in a case where it has power to revoke this licence, exercise the power in


relation to such part only of the Licensed Area as it may specify; and





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(b) in a case where by virtue of the said paragraph (8) it has power to revoke


it in respect of part only of the Licensed Area, exercise the power in relation to


such portion only of that part as it may specify,


and where in consequence of the said paragraph (8) or by virtue of the preceding


provisions of this paragraph the OGA revokes this licence in respect of a part or portion


of the Licensed Area, the rights granted by this licence shall cease in respect of that part


or portion without prejudice to any obligation or liability imposed upon the Licensee or


incurred by him under the terms of this licence.


19.--- Commencement and abandonment and plugging of Wells


(1) The Licensee shall not commence or recommence the drilling of any Well


without the consent in writing of the OGA.


(2) Subject to paragraph (6), the Licensee shall not abandon any Well without the


consent in writing of the OGA.


[3] The Licensee shall ensure compliance with any conditions subject to which any


consent under either of the foregoing paragraphs is given.


(4) If any such condition under paragraph (1) of this clause relates to the position,


depth or direction of the Well, or to any casing of the Well or if any condition under


either paragraph (1) or paragraph [2] of this clause relates to any plugging or


abandoning of the Well, the OGA may from time to time direct that the Well and all


records relating thereto shall be examined in such manner, upon such occasions or at


such intervals and by such person as may be specified by the OGA's direction and the


Licensee shall pay to any such person or to the OGA such fees and expenses for such


examination as the OGA may specify.


(5) The plugging of any Well shall be done in accordance with a specification


approved by the OGA applicable to that Well or to Wells generally or to a class of Wells


to which that Well belongs and shall be carried out in an efficient and workmanlike


manner.


(6) The OGA may at any time give the Licensee a notice requiring a well drilled


pursuant to this licence to be plugged and abandoned in accordance with paragraph (5)


within the period specified in the notice (but this paragraph is subject to paragraphs (8)


and (9)).


(7) The Licensee shall comply with any notice under paragraph (6).


(8) A notice under paragraph (6) may not be given less than one month before the


expiry or determination of the Licensee's rights under this licence in relation to the area,


or the part of the area, in which the well is drilled.


(9) A notice under paragraph (6) may be given only in relation to a well from which


the Licensee has not extracted any petroleum within the period of one month ending


with the day on which the notice is given.


(10) Subject to paragraphs (6) to (7) and (11) and (12) of this clause, any Well drilled


by the Licensee pursuant to this licence shall be plugged and abandoned in accordance


with paragraphs (2), (3), (4) and (5) of this clause, not less than one month before the


expiry or determination of the Licensee's rights in respect of the area or part thereof in


which that Well is drilled.








Page 13


[S] Licence P2495


(11) A direction by the OGA may be given by notice in writing to the Licensee not less


than one month before the Licensee's rights in respect of the area or part thereof in


which the Well is situate expire or determine so as to relieve the Licensee of the


obligation imposed by paragraph (10) of this clause to plug and abandon the Well.


(12) Where the OGA revokes this licence, any Well drilled by the OGA pursuant to this


licence shall---


(a) be plugged and abandoned in accordance with paragraphs (2), (3), (4)


and (5) of this clause, as soon as reasonably practicable; or


(b) if the Minister so directs at the time of revocation, be left in good order


and fit for further working together with all casings and any Well head fixtures


the removal whereof would cause damage to such Wells.


(13) Any well that, pursuant to a direction by the OGA under paragraph (11) of this


clause, has not been plugged and abandoned, shall be left in good order and fit for


further working together with all casings and any Well head fixtures the removal


whereof would cause damage to such wells.


(14) All casings and fixtures forming part of a Well and left in position at the expiry or


determination (whether by revocation or otherwise) of the Licensee's rights in respect


of the area or part thereof in which that Well is drilled, or at the completion of any


works required of the Licensee under paragraph (12) of this clause (whichever is the


later), shall be the property of the OGA.


20. Distance of Wells from boundaries of Licensed Area


No Well shall except with the consent in writing of the OGA be drilled or made so that


any part thereof is less than one hundred and twenty-five metres from any of the


boundaries of the Licensed Area.


21.--- Control of Development Wells


(1) The Licensee shall not suspend work on the drilling of a Development Well, or


having suspended it in accordance with this paragraph shall not begin it again, except


with the consent in writing of the OGA and in accordance with the conditions, if any,


subject to which the consent is given.


(2) When work on the drilling of a Development Well is suspended in accordance


with paragraph (1) of this clause, the Licensee shall forthwith furnish the OGA with such


information relating to the Well as the OGA may specify.


(3) The Licensee---


(a) shall not do any Completion Work in respect of a Well in the Licensed


Area except in accordance with a programme of Completion Work approved by


the OGA in respect of the Well;


(b) shall furnish to the OGA, in accordance with the provisions of such a


programme, particulars of any Completion Work done by him in respect of a Well


in the Licensed Area; and


(c) shall not remove or alter any casing or equipment installed by way of


Completion Work in respect of a Well except with the consent in writing of the


OGA and in accordance with the conditions, if any, subject to which the consent is


given.





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 [S] Licence P2495








(4) In this clause---


"Completion Work", in relation to a Well, means work, by way of the installation


of a casing or equipment or otherwise after the Well has been drilled, for the


purpose of bringing the Well into use as a Development Well; and


"Development Well” means a Well which the Licensee uses or intends to use in


connection with the getting of Petroleum in the Licensed Area, other than a Well


which for the time being he uses or intends to use only for searching for


Petroleum.


Provision of storage tanks, pipes, pipelines or other receptacles


22 . The Licensee shall use methods and practice customarily used in good oilfield


practice for confining the Petroleum obtained from the Licensed Area in tanks,


gasholders, pipes, pipe-lines or other receptacles constructed for that purpose.


23 .--- Avoidance of harmful methods of working


(1) The Licensee shall maintain all apparatus and appliances and all Wells in the


Licensed Area which have not been abandoned and plugged as provided by clause 19 of


this licence in good repair and condition and shall execute all operations in or in


connection with the Licensed Area in a proper and workmanlike manner in accordance


with methods and practice customarily used in good oilfield practice and without


prejudice to the generality of the foregoing provision the Licensee shall take all steps


practicable in order---


(a) to control the flow and to prevent the escape or waste of Petroleum


discovered in or obtained from the Licensed Area;


(b) to conserve the Licensed Area for productive operations;


(c) to prevent damage to adjoining Petroleum-bearing strata;


(d) to prevent the entrance of water through Wells to Petroleum-bearing


strata except for the purposes of secondary recovery; and


(e) to prevent the escape of Petroleum into any waters in or in the vicinity of


the Licensed Area.


(2) The Licensee shall comply with any instructions from time to time given by the


Minister or the OGA in writing relating to any of the matters set out in the foregoing


paragraph. If the Licensee objects to any such instruction on the ground that it is


unreasonable he may, within fourteen days from the date upon which the same was


given, refer the matter to arbitration in manner provided by clause 43 of this licence.


(3) Notwithstanding anything in the preceding provisions of this clause, the Licensee


shall not---


(a) flare any gas from the Licensed Area; or


(b) use gas for the purpose of creating or increasing the pressure by means of


which Petroleum is obtained from that area,


except with the consent in writing of the OGA and in accordance with the conditions, if


any, of the consent.








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[S] Licence P2495








(4) An application for consent in pursuance of paragraph (3) of this clause must be


made in writing to the OGA and must specify the date on which the Licensee proposes to


begin the flaring or use in question; and subject to paragraph (5) of this clause that date


must not be before the expiration of the period of two years beginning with the date


when the OGA receives the application.


(5) If the OGA gives notice in writing to the Licensee stating that, in consequence of


plans made by the Licensee which the OGA considers are reasonable, the OGA will


entertain an application for consent in pursuance of paragraph (3) of this clause which


notice specifies a date after the expiration of a period mentioned in the notice which is


shorter than the period mentioned in paragraph (4) of this clause, an application made


in consequence of the notice may specify, as the date on which the applicant proposes to


begin the flaring or use in question, a date after the expiration of that shorter period.


(6) Before deciding to withhold consent or to grant it subject to conditions in


pursuance of paragraph (3) of this clause, the OGA shall give the Licensee an


opportunity to make representations in writing to the OGA about the technical and


financial factors which the Licensee considers are relevant in connection with the case


and shall consider any such representations then made to it by the Licensee.


(7) Consent in pursuance of paragraph (3) of this clause shall not be required for any


flaring which, in consequence of an event which the Licensee did not foresee in time to


deal with it otherwise than by flaring, is necessary in order---


(a) to remove or reduce the risk of injury to persons in the vicinity of the Well


in question; or


(b) to maintain a flow of Petroleum from that or any other Well,


but when the Licensee does any flaring which is necessary as aforesaid he shall


forthwith inform the OGA that he has done it and shall, in the case of flaring to maintain


a flow of Petroleum, stop that flaring upon being directed by the OGA to do so.


(8) The Licensee shall give notice to the OGA of any event causing the escape or


waste of Petroleum, damage to Petroleum-bearing strata or the entrance of water


through Wells to Petroleum-bearing strata except for the purposes of secondary


recovery forthwith after the occurrence of that event and shall, forthwith after the


occurrence of any event causing the escape of Petroleum into the sea, give notice of the


event to the Chief Inspector of Her Majesty's Coastguard.


(9) The Licensee shall comply with any reasonable instructions from time to time


given by the OGA with a view to ensuring that funds are available to discharge any


liability for damage attributable to the release or escape of Petroleum in the course of


activities connected with the exercise of rights granted by this licence; but where the


OGA proposes to give such instructions it shall before giving them---


(a) give the Licensee particulars of the proposal and an opportunity to make


representations to the OGA about the proposal; and


(b) consider any representations then made to it by the Licensee about the


proposal.


24.--- Appointment of operators


(1) The Licensee shall ensure that another person (including, in the case where the


Licensee is two or more persons, any of those persons) does not exercise any function of





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organising or supervising all or any of the operations of searching or boring for or


getting Petroleum in pursuance of this licence unless that other person is a person


approved in writing by the OGA and the function in question is one to which that


approval relates.


[2] The OGA shall not refuse to give its approval of a person in pursuance of


paragraph (1) of this clause if that person is competent to exercise the function in


question, but where an approved person is no longer competent to exercise that


function the OGA may, by notice in writing given to the Licensee, revoke its approval.


25 . Fishing and navigation


The Licensee shall not carry out any operations authorised by this licence in or about


the Licensed Area in such manner as to interfere unjustifiably with navigation or fishing


in the waters of the Licensed Area or with the conservation of the living resources of the


sea.


26 .--- Training


(1) The Minister or the OGA may from time to time give to the Licensee instructions


in writing as to the training of persons employed or to be employed, whether by the


Licensee or by any other person, in any activity which is related to the exercise of the


rights granted by this licence and the Licensee shall ensure that any instructions so


given are complied with.


(2) The Minister or the OGA shall not give instructions in pursuance of paragraph (1)


of this clause unless the Minister or the OGA (as applicable) has consulted as to the


provisions proposed to be included in such instructions the Petroleum Industry


Training Board or such other body of a like nature as may from time to time be carrying


on activities of a substantially similar kind to those at present performed by the said


Board.


(3) The Licensee shall furnish the Minister or the OGA with such information relating


to the training of persons referred to in paragraph (1) of this clause as the Minister or


the OGA may from time to time request.


27 .--- Unit development


(1) If at any time at which this licence is in force the OGA shall be satisfied that the


strata in the Licensed Area or any part thereof form part of a single geological


Petroleum structure or Petroleum field (hereinafter referred to as "an Oil Field") other


parts whereof are formed by strata in areas in respect of which other licences granted in


pursuance of the Act are then in force and the OGA shall consider that it is in the


national interest in order to secure the maximum ultimate recovery of Petroleum and in


order to avoid unnecessary competitive drilling that the Oil Field should be worked and


developed as a unit in co-operation by all persons including the Licensee whose licences


extend to or include any part thereof the following provisions of this clause shall apply.


(2) Upon being so required by notice in writing by the OGA the Licensee shall co-


operate with such other persons, being persons holding licences under the Act in


respect of any part or parts of the Oil Field (hereinafter referred to as "the other


Licensees”) as may be specified in the said notice in the preparation of a scheme


(hereinafter referred to as "a Development Scheme") for the working and development








Page 17


[S] Licence P2495








of the Oil Field as a unit by the Licensee and the other Licensees in co-operation, and


shall, jointly with the other Licensees, submit such scheme for the approval of the OGA.


(3) The said notice shall also contain or refer to a description of the area or areas in


respect of which the OGA requires a Development Scheme to be submitted and shall


state the period within which such scheme is to be submitted for approval by the OGA.


(4) If a Development Scheme is not submitted to the OGA within the period so stated


or if a Development Scheme so submitted is not approved by the OGA, the OGA may


itself prepare a Development Scheme which shall be fair and equitable to the Licensee


and all other Licensees, and the Licensee shall perform and observe all the terms and


conditions thereof.


(5) If the Licensee objects to any such Development Scheme prepared by the OGA he


may within 28 days from the date on which notice in writing of the said scheme shall


have been given to him by the OGA refer the matter to arbitration in the manner


provided by clause 43 of this licence.


(6) Any such Development Scheme or the award of any arbitrator or arbiter in


relation thereto shall have regard to any direction pursuant to clause 28 of this licence


in force at the date of such scheme.


28 .--- Directions as to Oil Fields across boundaries


(1) Where the OGA is satisfied that any strata in the Licensed Area or any part


thereof form part of an Oil Field, other parts whereof are in an area to which the OGA's


powers to grant licences pursuant to the Act do not apply and the OGA is satisfied that it


is expedient that the Oil Field should be worked and developed as a unit in co-operation


by the Licensee and all other persons having an interest in any part of the Oil Field, the


OGA may from time to time by notice in writing give to the Licensee such directions as


the OGA may think fit, as to the manner in which the rights conferred by this licence


shall be exercised.


(2) The Licensee shall observe and perform all such requirements in relation to the


Licensed Area as may be specified in any such direction.


(3) Any such direction may add to, vary or revoke the provisions of a Development


Scheme.


29 .--- Licensee to keep records


[1] The Licensee shall keep accurate records in a form from time to time approved


by the OGA of the drilling, deepening, plugging or abandonment of all Wells and of any


alterations in the casing thereof. Such records shall contain particulars of the following


matters---


(a) the site of and number assigned to every Well;


(b) the subsoil and strata through which the Well was drilled;


(c) the casing inserted in any Well and any alteration to such casing;


(d) any Petroleum, water, mines or workable seams of coal encountered in


the course of such activities; and


(e) such other matters as the OGA may from time to time direct.








Page 18


[S] Licence P2495


(2) The Licensee shall keep within the United Kingdom accurate geological plans and


maps relating to the Licensed Area and such other records in relation thereto as may be


necessary to preserve all information which the Licensee has about the geology of the


Licensed Area.


(3) The Licensee shall deliver copies of the said records, plans and maps referred to


in the two foregoing paragraphs to the OGA when requested to do so either---


(a) within any time limit specified in the request; or


(b) if there is no time limit specified, within four weeks of the request.


30.--- Returns


(1) The Licensee shall furnish to the OGA on the first anniversary of the Start Date,


and at intervals of three months thereafter during the period in which this licence is in


force, a return in a form from time to time approved by the OGA of the progress of his


operations in the Licensed Area. Such return shall contain---


(a) a statement of all geological work, including surveys and tests, which has


been carried out and the areas in which and the persons by whom the work has


been carried out and the results thereof;


(b) the number assigned to each Well, and in the case of any Well the drilling


of which was begun or the number of which has been changed during such


period of three months, the site thereof;


(c) a statement of the depth drilled in each Well;


(d) a statement of any Petroleum, water, mines or workable seams of coal or


other minerals encountered in the course of the said operations; and


(e) a statement of all Petroleum won and saved.


(2) Within two months after the end of each calendar year which falls wholly or


partly within the period in which this licence is in force and within two months after the


expiration or determination of this licence or any renewal thereof the Licensee shall


furnish to the OGA an annual return in a form from time to time approved by the OGA of


the operations conducted in the Licensed Area during that year or the period prior to


such expiration or determination as the case may be together with a plan upon a scale


approved by the OGA showing the situation of all Wells. The Licensee shall also indicate


on the said plan all development and other works executed by him in connection with


searching, boring for or getting Petroleum.


(3) The Licensee shall furnish the OGA with such information as the OGA may from


time to time request about any aspect of activities of the Licensee which are attributable


directly or indirectly to the grant of this licence, except that the Licensee shall not by


virtue of this paragraph be required to furnish information in respect of his activities in


connection with any crude oil after he has appropriated it for refining by him.


(3A) The functions of the OGA under paragraph (3) shall be exercisable concurrently


by the Chancellor of the Exchequer.


(4) The Licensee shall comply with any request for information made in accordance


with paragraph (3) above either---


(a) within any time limit specified in the request; or





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[S] Licence P2495


(b) if there is no time limit specified, within four weeks of the request.


31.--- Licensee to keep samples


[1] As far as reasonably practicable the Licensee shall correctly label and preserve


for reference for a period of five years samples of the sea bed and of the strata


encountered in any Well and samples of any Petroleum or water discovered in any Well


in the Licensed Area.


(2) The Licensee shall not dispose of any sample after the expiry of the said period of


five years unless---


(a) he has at least six months before the date of the disposal given notice in


writing to the OGA of his intention to dispose of the same; and


(b) the OGA has not within the said period of six months informed the


Licensee in writing that it wishes the sample to be delivered to it.


(3) The OGA shall be entitled at any time---


(a) to inform the Licensee in writing that it wishes the whole or any part of


any sample preserved by the Licensee to be delivered to it; or


(b) to inspect and analyse any sample preserved by the Licensee.


(4) The Licensee shall forthwith comply with any request for the delivery of the


whole or any part of any sample which is made in accordance with the preceding


provisions of this clause.


32. Reports to be treated as confidential


All records, returns, plans, maps, samples, accounts and information (in this clause


referred to as "the specified data") which the Licensee is or may from time to time be


required to furnish under the provisions of this licence shall be supplied at the expense


of the Licensee and shall not (except with the consent in writing of the Licensee which


shall not be unreasonably withheld) be disclosed to any person not in the service or


employment of the OGA or the Crown---


Provided that---


(a) the OGA shall be entitled at any time to make use of any of the specified


data for the purpose of preparing and publishing such returns and reports as


may be required of the OGA by law;


(b) the OGA shall be entitled at any time to furnish any of the specified data to


the Natural Environment Research Council and to any other body of a like nature


as may from time to time be carrying on activities of a substantially similar kind


to the geological activities at present carried on by the said Council;


(c) the OGA, the said Council and any such other body shall be entitled at any


time to prepare and publish reports and surveys of a general nature using


information derived from any of the specified data;


(d) the OGA, the said Council and any other such body shall be entitled to


publish any of the specified data of a geological, scientific or technical kind


either---











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(i) after the expiration of the period of three years beginning with the


date when the data were due to be supplied to the OGA in accordance


with clause 29 or 30 of this licence, or if earlier, the date when the OGA


received those data;


(ii) after the licence ceases to have effect, whether because of its


determination, revocation or the effluxion of time; or


(iii) after the expiration of such longer period as the OGA may


determine after considering any representations made to it by the


Licensee about the publication of data in pursuance of this sub-paragraph.


33. Inspection of records etc.


The Licensee shall---


[a] permit any person who is appointed by the OGA for the purpose to


inspect, and to take copies of and make notes from, all books, papers, maps and


other records of any kind kept by the Licensee in pursuance of this licence or in


connection with activities about which the OGA is entitled to obtain information


in pursuance of clauses 26(3) and 30(3) of this licence; and


(b) furnish that person at reasonable times with such information and


provide him at reasonable times with such reasonable assistance as he may


request in connection with or arising out of an inspection in pursuance of this


clause.


34. Rights of access


Any person or persons authorised by the Minister or the OGA shall be entitled at all


reasonable times to enter into and upon any of the Licensee's installations or equipment


used or to be used in connection with searching, boring for or getting Petroleum in the


Licensed Area for the purposes hereinafter mentioned---


(a) to examine the installations, Wells, plant, appliances and works made or


executed by the Licensee in pursuance of the licence and the state of repair and


condition thereof; and


(b) to execute any works or to provide and install any equipment which the


OGA may be entitled to execute or provide and install in accordance with the


provisions hereof.


35. Power to execute works


If the Licensee shall at any time fail to perform the obligations arising under the terms


and conditions of any of clauses 14,19, 22 or 23, of this licence, the OGA shall be


entitled, after giving to the Licensee reasonable notice in writing of his intention, to


execute any works and to provide and install any equipment which in the opinion of the


OGA may be necessary to secure the performance of the said obligations or any of them


and to recover the costs and expenses of so doing from the Licensee.


36. --- Right of distress


(1) This clause applies in respect of any part of the Licensed Area situated within the


English or Northern Irish areas as defined in article 1(2) of the Civil Jurisdiction


(Offshore Activities) Order 1987.





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[S] Licence P2495








(2) If and whenever any of the payments mentioned in clause 12(1] of this licence or


any part thereof shall be in arrear or unpaid for 28 days next after any of the days


whereon the same ought to be paid (whether the same shall have been legally


demanded or not] then and so often as the same may happen the OGA may (as an


additional remedy and without prejudice to any other rights and remedies to which it


would be entitled] enter into and upon any of the Licensee's installations and


equipment used or to be used in connection with searching, boring for or getting


Petroleum in the Licensed Area and may seize and distrain and sell as a landlord may do


for rent all or any of the stocks of Petroleum, engines, machinery, tools, implements,


chattels and other effects belonging to the Licensee which shall be found in or upon or


about any of the Licensee's installations and equipment so entered upon and out of the


moneys arising from the sale of such distress may retain and pay all the arrears of the


said payments and also the costs and expenses of and incident to such distress and sale


and shall pay the surplus (if any] to the Licensee.


37.--- Diligence


(1] This clause applies in respect of any part of the Licensed Area situated within the


Scottish area as defined in article 1(2) of the Civil Jurisdiction (Offshore Activities)


Order 1987.


(2 ) If and whenever any of the payments mentioned in clause 12(1) of this licence or


any part thereof shall be in arrear or unpaid for 28 days next after any of the days


whereon the same ought to be paid (whether the same shall have been legally


demanded or not), then and so often as the same may happen the OGA may (as an


additional remedy and without prejudice to any other rights and remedies to which it


would be entitled) do diligence in respect thereof in like manner as a landlord may do


diligence in respect of unpaid arrears of rent and such diligence shall be effectual to


attach all or any of the stocks of Petroleum, engines, machinery, tools, implements and


other effects belonging to the Licensee which shall be found on or about any of the


Licensee's installations and equipment used or to be used in connection with searching,


boring for or getting Petroleum in the Licensed Area, and where in pursuance of such a


diligence a sale of such effects as shall have been attached thereby takes place the OGA


may out of the proceeds thereof retain and pay all the arrears of the said payments and


also the expenses of such incident to such diligence and sale and shall pay the surplus


thereof (if any) to the Licensee.


38. Indemnity against third party claims


The Licensee shall at all times keep the OGA effectually indemnified against all actions,


proceedings, costs, charges, claims and demands whatsoever which may be made or


brought against the OGA by any third party in relation to or in connection with this


licence or any matter or thing done or purported to be done in pursuance thereof.


39. Advertisements, prospectuses etc.


No statement shall be made either in any notice, advertisement, prospectus or other


document issued by or to the knowledge of the Licensee or in any other manner


claiming or suggesting whether expressly or by implication that the OGA has formed or


expressed any opinion that the Licensed Area is from its geological formation or


otherwise one in which Petroleum is likely to be obtainable.











Page 22


 [S] Licence P2495








40.--- Restrictions on assignment, etc.


(1) The Licensee shall not, except with the consent in writing of the OGA and in


accordance with the conditions (if any) of the consent do anything whatsoever whereby,


under the law (including the rules of equity) of any part of the European Union or of any


other place, any right granted by this licence or derived from a right so granted becomes


exercisable by or for the benefit of or in accordance with the directions of another


person.


(2) An agreement permitting the carrying out of geological surveys by physical or


chemical means in the Licensed Area is not prohibited by paragraph (1) of this clause if


the person by whom such surveys are to be carried out is-


(a) the holder of a licence granted by the OGA of the right, in common with all


other persons to whom the like right may have been granted, to search for


Petroleum in respect of an area which would include the Licensed Area, but for a


proviso therein excluding the exercise of such right in the Licensed Area without


the consent of the Licensee; or


(b) the holder of a licence granted by the OGA to search and bore for, and get,


Petroleum in an area adjacent to the Licensed Area,


and if the information intended to be obtained by such survey is reasonably


necessary to enable that holder more efficiently to exercise the rights granted by


the licence which he holds from the OGA.


(3) The Licensee shall not enter into any agreement providing for a person other


than the Licensee to become entitled to, or to any proceeds of sale of, any Petroleum


which, at the time when the agreement is made, has not been but may be won and saved


from the Licensed Area unless the terms of the agreement have been approved in


writing by the OGA either unconditionally or subject to conditions, but the preceding


provisions of this paragraph do not apply to-


(a) an agreement for the sale of such Petroleum under which the price is


payable after the Petroleum is won and saved; and


(b) an agreement in so far as it provides that, after any Petroleum has been


won and saved from the Licensed Area, it shall be exchanged for other


Petroleum.


(4) The Licensee shall not, without the consent of the OGA, dispose of any Petroleum


won and saved in the Licensed Area or any proceeds of sale of such Petroleum in such a


manner that the disposal does, to the knowledge of the Licensee or without his knowing


it, fulfil or enable another person to fulfil obligations which a person who controls the


Licensee, or a person who is controlled by a person who controls the Licensee, is


required to fulfil by an agreement which, if the person required to fulfil the obligations


were the Licensee, would be an agreement of which the terms require approval by


virtue of paragraph (3) of this clause; and for the purposes of this paragraph, whether a


person has control of another person is to be determined as if sections 450(2) to (4) and


451(1) to (5) of the Corporation Tax Act 2010 apply subject to the following


modifications-


(a) for the words "the greater part" wherever they occur in section 450(3),


there are substituted the words "one-third or more";








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[S] Licence P2495








(b) in section 451(4) and (5), for the word "may" there is substituted the


word "must"; and


(c) in section 451(4) and (5) any reference to an associate of a person is to be


construed as including only-


(i) a relative (as defined in section 448(2) of that Act) of the person;


(ii) a partner of the person; and


(iii) a trustee of a settlement (as defined in section 620 of the Income


Tax (Trading and Other Income) Act 2005 of which the person is a


beneficiary.


(5) Where the Licensee is two or more persons, then, without prejudice to the preceding


provisions of this clause, none of those persons shall enter into an agreement with


respect to the entitlement of any of them to


(a) the benefit of any right granted by this licence; or


(b) any Petroleum won and saved from the Licensed Area; or


(c) any proceeds of sale of such Petroleum,


unless the terms of the agreement have been approved in writing by the OGA, but the


preceding provisions of this paragraph do not apply to an agreement for the sale, or for


the proceeds of such sale, of such Petroleum under which the price is payable after the


Petroleum is won and saved and an agreement in so far as it provides that, after any


Petroleum has been won and saved from the Licensed Area, it shall be exchanged for


other Petroleum.


41.--- Power of revocation


(1) If any of the events specified in the following paragraph shall occur then and in


any such case the OGA may revoke this licence and thereupon the same and all the


rights hereby granted shall cease and determine but subject nevertheless and without


prejudice to any obligation or liability incurred by the Licensee or imposed upon him by


or under the terms and conditions hereof.


(2) The events referred to in the foregoing paragraph are---


(a) any payments mentioned in clause 12(1) of this licence or any part


thereof being in arrear or unpaid for two months next after any of the days


whereon the same ought to have been paid;


(b) any breach or non-observance by the Licensee of any of the terms and


conditions of this licence;


(c) in Great Britain, the bankruptcy or sequestration of the Licensee;


(d) in Great Britain, the making by the Licensee of any arrangement or


composition with his creditors;


(e) in Great Britain, if the Licensee is a company, the appointment of a


receiver or administrator or any liquidation whether compulsory or voluntary;


(f) in a jurisdiction other than Great Britain, the commencement of any


procedure or the making of any arrangement or appointment substantially








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corresponding to any of those mentioned in sub-paragraphs (c) to (e) of this


paragraph;


(g) any breach or non-observance by the Licensee of the terms and conditions


of a Development Scheme;


(h) if the Licensee is a company, the Licensee's ceasing to direct and control


either---


(i) its operations under the licence; or


(ii ) any commercial activities in connection with those operations,


from a fixed place within the United Kingdom;


(i) any breach of a condition subject to which the OGA gave its approval in


pursuance of clause 40(3) of this licence;


(j) any breach of clause 40(5) of this licence,


and where two or more persons are the Licensee any reference to the Licensee in sub-


paragraphs (c) to (h) of this paragraph is a reference to any of those persons.


(3) The OGA may revoke this licence, with the like consequences as are mentioned in


paragraph (1) of this clause, if---


(a) the Licensee is a company; and


(b) there is a change in the control of the Licensee; and


(c) the OGA serves notice in writing on the Licensee stating that the OGA


proposes to revoke this licence in pursuance of this paragraph unless such a


further change in the control of the Licensee as is specified in the notice takes


place within the period of three months beginning with the date of service of the


notice; and


(d) that further change does not take place within that period.


(4) There is a change in the control of the Licensee for the purposes of paragraph


(3)(b) of this clause whenever a person has control of the Licensee who did not have


control of the Licensee when this licence was granted (or, if there has been an


assignment or assignation of rights conferred by this licence, when those rights were


assigned to the Licensee); and sections 450(2) to (4) and 451(1) to (5) of the


Corporation Tax Act 2010 shall apply, for the purpose of determining whether for the


purposes of this paragraph a person has or had control of the Licensee, with the


modifications specified in clause 40(4) of this licence.


(5) Where two or more persons are the Licensee and any of them is a company,


paragraphs (3) and (4) of this clause shall have effect as if---


(a) sub-paragraph (a) of paragraph (3) were omitted;


(b) in sub-paragraph (b) of that paragraph, after the word "of" there were


inserted the words "any company included among the persons who together


constitute”; and


(c) for the word "Licensee" in any other provision of those paragraphs there


were substituted the word "company".








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42.--- Power of partial revocation


[1] This clause applies in a case where two or more persons are the Licensee and---


(a) an event mentioned in clause 41(2] (c), (d), (e), [f] or [h] occurs in relation


to one of those persons; or


(b] the conditions specified in clause 41(3] are satisfied in relation to one of


those persons.


(2] Where this clause applies, the OGA may exercise the power of revocation in


clause 41 to revoke the licence in so far as it applies to the person mentioned in


paragraph (l](a] or (b].


(3] If the OGA exercises the power in paragraph (2], the rights granted to the person


under this licence cease, but without prejudice to any obligation or liability incurred by


the person or imposed under the terms and conditions of this licence.


(4) Where this licence is revoked in relation to one person under this clause, it


continues to have effect in respect of the other person who constitutes, or persons who


together constitute, the Licensee and in relation to whom it is not revoked.


43.--- Arbitration


(1] If at any time any dispute, difference or question shall arise between the Minister


or the OGA and the Licensee as to any matter arising under or by virtue of this licence or


as to their respective rights and liabilities in respect thereof then the same shall, except


where it is expressly provided by this licence that the matter or thing to which the same


relates is to be determined, decided, directed, approved or consented to by the Minister


or the OGA, be referred to arbitration as provided by the following paragraphs.


(2] The arbitration referred to in the foregoing paragraph shall be by a single


arbitrator who, in default of agreement between the Minister or the OGA and the


Licensee and, in the case of arbitration in relation to a Development Scheme, other


Licensees affected by that scheme, as to his appointment, shall be appointed by the Lord


Chief Justice of England for the time being.


(3] To the extent that this clause applies to any part of the Licensed Area situated


within the Scottish area, as defined in article 1(2] of the Civil Jurisdiction (Offshore


Activities] Order 1987, this clause shall have effect as if---


(a] for the word "arbitrator”, wherever it occurs in paragraphs (2] and (5] of


this clause there were substituted the word "arbiter”; and


(b] for the words "the Lord Chief Justice of England", in paragraph (2] there


were substituted the words "the Lord President of the Court of Session”.


(4] To the extent that this clause applies to any part of the Licensed Area situated


within the Northern Irish area, as defined in article 1(2] of the Civil Jurisdiction


(Offshore Activities] Order 1987, this clause shall have effect as if for the words "the


Lord Chief Justice of England”, in paragraph (2], there were substituted the words "the


Lord Chief Justice of Northern Ireland".


(5] In the case of any such arbitration which relates to a Development Scheme the


Licensee shall unless the arbitrator otherwise determines perform and observe the


terms and conditions of the Development Scheme pending the decision of the arbitrator.





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44 .--- Ministry of Defence


(1) The Licensee shall give the Ministry of Defence six months' prior notice of any


installation movements within a Block.


(2) The Licensee shall give the Ministry of Defence six weeks' prior notice of any


seismic survey within a Block.


(3) The Licensee shall at his own expense, install and maintain underwater sonar


beacons to Ministry of Defence specifications on any structures that may be temporarily


within a Block provided that there shall be no requirement to fit such beacons to fixed


and charted installations.


45 .--- Relationship with fishing industry


(1) The Licensee shall appoint a fisheries liaison officer who shall agree suitable


arrangements with the seismic survey and supply vessel owners employed by the


Licensee, their masters and the organisations which represent the local fishing industry


in order to promote good working relationships between the various parties. The


setting up of the arrangements shall be the responsibility of the Licensee. In particular


the Licensee shall---


(a) consult the organisations which represent the local fishing industry about


the sea routes to be used by supply vessels;


(b) after informing the OGA of the result of such consultations, agree with it


which routes shall be used to minimise interference with fishing activities


without thereby unreasonably increasing transit times;


(c) ensure that the agreed routes are used unless safety of navigation or


security of cargo considerations dictate otherwise; and


(d) take all reasonable steps to ensure that a responsible person who is fluent


in English is a member of the crew of the supply vessel.


(2) The Licensee shall make every effort to locate and remove, without unreasonable


delay, any debris resulting from the licensed activities. The Licensee shall consult the


relevant fishing organisations on the method of clearance and inform the OGA of the


result of such consultation. If as a result of such consultation the OGA determines that


the method of clearance of debris should be modified, such modifications shall be


observed by the Licensee.


(3) Claims for damage to or loss of gear or loss of fishing time arising from reported


debris shall be dealt with promptly by the Licensee.


IN WITNESS WHEREOF these presents consisting of this and the preceding pages,


together with the Schedules annexed, are executed as follows:


























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[S] Licence P2495








Signed for and on behalf of the Oil and Gas Authority by:








(signature) full name)


(Director/S








on (town).





in the presence of this witness:








(signature) full name)





of_24(L6NB_JT (address).




















(full name)





(Director/Secretary-/other authorised person---ddefce-as appropriate)


(town),


on Ver (date), at








and either:





{fullname)


(signature)


(&i Feeter-/other au theHsed-peFsen---delete as appropriate)





(tewHe


•# (date), at-










































































Page 28


[S] Licence P2495








Signed* for and on behalf of Esso Exploration and Production UK Limited by:





I__________(signature) _PNA1.14A2A£N(full name)





(Director/Secretary/other authorised person - delete as appropriate)





12 +h Novemher 2014 (date), at (town),





and either:





(signature) full name)


(Director/etherautherised-persen---delete as appropriate)


on 1'2.^ 2-01 q(date), at Lectharhand(town),o


or in the presence of this witness:


(signature)(full name)


of(address).











*Two persons must sign this document for each company. Where the law of Scotland applies (which will normally be


where the licensed area lies within "the Scottish area" as defined by S.1.1987/2197), one of the persons must be an


authorised signatory, who may be a director of the company, the company secretary, or another person authorised to


sign on the company's behalf. The second person may be either an authorised signatory, or another person who signs


the document as a witness.

































































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[S] Licence P2495








THIS IS SCHEDULE 1 REFERRED TO IN THE FOREGOING LICENCE


BETWEEN THE OIL AND GAS AUTHORITY AND SHELL U.K. LIMITED





AND ESSO EXPLORATION AND PRODUCTION UK LIMITED


Description of Licensed Area


Block 211/13c is the region bounded by the following coordinates:








(1) 61°35'00.000"N 1°27‘00.000"E


[2] 61°35'00.000"N 1°33‘00.000"E





(3) 61°34'00.000"N lo33'00.000"E


(4) 61°34'00.000"N l°27'00.000"E


(5) 61°35‘00.000"N l°27'00.000"E


These coordinates were specified using "European Datum 1950".


The lines joining coordinates (1) to (5) are navigated as loxodromes.


























Signed for Shell U.K. Limited:











Signed for Esso Exploration and Production UK Limited












































Page 30


[S] Licence P2495








THIS IS SCHEDULE 2 REFERRED TO IN THE FOREGOING LICENCE


BETWEEN THE OIL AND GAS AUTHORITY and SHELL U.K. LIMITED





AND ESSO EXPLORATION AND PRODUCTION UK LIMITED


Consideration for Licence


On each anniversary of the Start Date the Licensee shall pay the OGA £10.




















































































































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[S] Licence P2495








THIS IS SCHEDULE 3 REFERRED TO IN THE FOREGOING LICENCE


BETWEEN THE OIL AND GAS AUTHORITY and SHELL U.K. LIMITED





AND ESSO EXPLORATION AND PRODUCTION UK LIMITED





Not used.









































































































































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[S] Licence P2495








THIS IS SCHEDULE 4 REFERRED TO IN THE FOREGOING LICENCE


BETWEEN THE OIL AND GAS AUTHORITY AND SHELL U.K. LIMITED





AND ESSO EXPLORATION AND PRODUCTION UK LIMITED


Companies


SHELL U.K. LIMITED with registered address of Shell Centre, London, SEI 7NA


(registered number: 00140141).


ESSO EXPLORATION AND PRODUCTION UK LIMITED with registered address of Ermyn


House, Ermyn Way, Leatherhead, Surrey, England, KT22 8UX (registered number:


00207426).




























































































Page 33


[S] Licence P2495








THIS IS SCHEDULE 5 REFERRED TO IN THE FOREGOING LICENCE


BETWEEN THE OIL AND GAS AUTHORITY AND SHELL U.K. LIMITED





AND ESSO EXPLORATION AND PRODUCTION UK LIMITED


Timing provisions


The Start Date is 15 July 2019.


























































































































Page 34