18/08/2005 - Date of contract signature
14/11/2007 - Date of signature of contract addendum by the National Oil Company of Liberia (NOCAL) and Repsol Exploracion S.A.
1/3/2008 - Date of addendum signature by Minister of Finance
2/3/2008 - Date of addendum signature of chairman, National Investment Committee
3/3/2008 - Date of addendum signature of Minister of Justice
11/3/2008 - Date of addendum approval by the President of Liberia
Environmental impact assessment and management plan
Repsol Exploracion S.A. shall submit to the National Oil Company of Liberia an Environmental Impact Statement (EIS) prior to the commencement of exploration and production.
The National Oil Company of Liberia and Repsol Exploracion S.A. shall commission periodic environmental audits as required to ensure compliance with the environmental impact assessment.
Repsol Exploracion S.A. (Repsol) shall take all the reasonable and practical steps in accordance with good international industry practice to:
(1) ensure the protection of water-bearing strata encountered during its work;
(2) avoid losses and discharges of petroleum produced in the petroleum operations.
(3) Take reasonable preventative, corrective and restorative measures in accordance with latest international petroleum industry codes, standards and practices to protect from pollution, contamination or damages resulting petroleum operations, and that any pollution, contamination and damage of such water bodies, land surfaces caused by Repsol and atmosphere be rectified in accordance with latest international petroleum industry codes, standards and practices.
Repsol shall take all necessary precautions to prevent marine pollution. Repsol shall in accordance with Repsol's environmental management plan, observe the laws of Liberia, as well all existing international environmental conventions to which Liberia is currently a signatory, as well as good oil industry practice. The National Oil Company of Liberia and Repsol shall meet and consider any measure which may be the necessary to preserve the environment.
Repsol Exploracion S.A. may take or use the water necessary for the petroleum operations, provided that existing irrigation or navigation are not impaired and that land, house or watering places for livestock are not deprived or a reasonable quantity of water
The government shall have the right to cause the registers and accounting books relating to the petroleum operations to be inspected and audited by its own agents. It shall have a period of 2 years following the end of each calendar year to carry out those inspections or audits. The government may submit its objections to Repsol Exploracion S.A. for any contradictions or errors found during such inspection or audits. Should the government fail to make any claim within the 2 years, no further objection or claim shall be made.
Repsol Exploracion S.A. shall pay to the National Oil Company of Liberia the following bonuses:
(a) US$ 2 million when the total production of crude oil from the delimited area first reaches the average rate of 30,000 barrels per day during a period of 30 consecutive days.
(b) US$ 3 million when the total production of crude oil from the delimited area first reaches the average rate of 50,000 barrels per day during a period of 30 consecutive days.
(c) US$ 5 million when the total production of crude oil from the delimited area first reaches the average rate of 100,000 barrels per day during a period of 30 consecutive days.
These bonuses shall be recoverable and shall therefore be treated as petroleum expenditure.
For the purpose of tax registration of the Republic of Liberia, the quantity of petroleum that the National Oil Company of Liberia (NOCAL) will receive during each calendar year shall be considered to include the portion necessary to pay any Repsol income tax(es) in Liberia. NOCAL agrees to pay from this portion any income tax on behalf of Repsol.
Production Share - "Profit Oil features (triggers for variations in split - IRR, factor, production, etc .)
The quantity of crude oil from the delimited area remaining during each calendar year after Repsol Exploracion S.A. (Repsol) has taken from the total production the portion necessary for the recovery of the petroleum costs shall be shared between the National Oil Company of Liberia (NOCAL) and Repsol, on a field by field basis, as follows:
From 0 to 100,000 barrels per day: 40% NOCAL, 60% Repsol
From 100,000 to 150,000: 50% NOCAL, 50% Repsol
Over 150,000: 60% NOCAL, 40% Repsol
In the case of natural gas: 30% of daily gas total production to NOCAL, 70% to Repsol.
Production Share - Cost Oil features (basis of calculation, limits on cost recovery - e.g. as % of revenue or production, capex uplift, etc.)
To recover petroleum costs, Repsol Exploracion S.A. (Repsol) each calendar year may take a portion of the production in no event greater than 80% of the total production of crude oil or gas from the delimited area, or only any lesser percentage which would be necessary, to recover remaining cost. If during a calendar year the petroleum costs exceed 80% of the total production of crude oil or total production of gas from the delimited area the balance of the petroleum costs which cannot be recovered in that year shall be carried forward in the following calendar year(s) until full recovery of the petroleum costs or until the expiration of the contract.
Restrictions on transactions with affiliated parties
Sales in which the buyer is an affiliated company of the seller as well as sales between entities constituting Repsol Exploracion S.A. shall be excluded from the calculation of the market price of crude oil.
Repsol Exploracion S.A. (Repsol) shall, for the purposes of the petroleum operations, employ nationals of Liberia whenever qualified for requirements of the employment. Managers, technicians, engineers, accountants, geologists, geophysicists, scientists, chemists, drillers, foremen, mechanics, skilled workers, secretaries and executive employees may be hired outside Liberia if similarly qualified specialists cannot be hired in Liberia.
Repsol Exploracion S.A. (Repsol) and its subcontractors shall be obligated to give preference to enterprises and goods from Liberia, if conditions of price, quality, delivery time and terms of payment are similar to those from other countries or from non-Liberian sources. Repsol commits itself to award to only Liberians, supply, construction or service contracts, the estimated value of which is under US$ 200,000. If the contract is above US$ 200,000 and is awarded to a non-Liberian contractor, the contractor must seek a partnership with a Liberian company(ies).
Social/human rights impact assessment and management plan
Upon commencement of petroleum operations Repsol Exploracion Limited (Repsol) shall provide funding for social and welfare programs in Liberia. For that purpose Repsol shall devote a minimum annual training budget of US$ 150,000 during each year of the exploration periods and US$ 250,000 during each year of the exploration periods. The social and welfare programs borne by Repsol shall be included in the recoverable petroleum costs. Payments shall be made in accordance with protocols laid down by the Extractive Industries Transparency Initiative.
Repsol shall organize a training program for Liberian nationals. Repsol shall devote a minimum of US$ 100,000 to training during each year of the exploration periods and US$ 250,000 to training during each year of the exploitation periods. The training expenses borne by Repsol shall be included in the recoverable petroleum costs.
Repsol Exploracion S.A. (Repsol) shall have the right to clear the ground, dig, perforate, drill, build, erect, place, supply, operate, manage and maintain infrastructure and other facilities necessary for petroleum production, the auxiliary services which are necessary for petroleum operations and all additional facilities which are necessary for carrying out of the petroleum operations.
Repsol shall have the right to build, use, operate and maintain all the petroleum storage and transportation facilities necessary for the production, transportation and sale of petroleum. Repsol can determine the route and location of any pipeline inside Liberia, provided the National Oil Company of Liberia gives prior approval to the plans.
All works and facilities constructed by Repsol shall be built, placed, signaled. marked, fitted and preserved so as to allow at any time and in safety free passage to navigation within the delimited area. Repsol shall, in order to facilitate navigation, install the sound and optical devices approved or required by the competent authorities and maintain them in a satisfactory manner.
Repsol is also authorized to build, use and maintain telephone and piping systems on land not belonging to the government, provided that Repsol pays reasonable, mutually agreed upon compensation to the landowners.
If Repsol Exploracion S.A. (Repsol) has excess capacity in a pipeline or processing, transportation or storage facility built for the purposes of the petroleum operations, it may be obligated to accept the flow of petroleum coming from third party exploitations, provided that such flow shall not cause prejudice to Repsol’s operations, and provided that a reasonable tariff covering a normal remuneration shall be paid by the user.
To stimulate research in the field of hydrocarbon, most especially in continental areas, and to assist the government in its goal of achieving energy sustainability, a hydrocarbon development fund, to be managed by the National Oil Company of Liberia, has been established. Repsol Exploracion S.A. shall make a total contribution of US$ 500,000.
The contribution to the hydrocarbon development fund will be recoverable and considered as petroleum costs.
Repsol Exploracion S.A. (Repsol), during the first exploration period shall carry out 1,500 square kilometers of 3D seismic acquisition and make reasonable efforts to drill 1 exploratory well. Repsol shall drill exploratory well during the second exploration period and drill 2 exploratory wells during the third exploration period.
In order to carry out the exploration work in the best technical conditions in accordance with good international petroleum industry practice, Repsol shall spend, at minimum, US$ 8 million during the first exploration period, US$ 10 million during the second exploration period, US$ 20 million during the third exploration period.
For any field in respect of which an exclusive exploitation authorization has been granted, Repsol shall perform, at its sole cost and its own financial risk, all the petroleum operations useful and necessary for the exploitation of the field.
In the event of any dispute between the government or the National Oil Company of Liberia and Repsol Exploracion S.A. relating this contract, the parties shall make their best effort to settle such dispute amicably. If within 3 months from the date of notice of such dispute the parties have not reached settlement, the dispute shall be referred for arbitration to the International Chamber of Commerce in accordance with its rules and regulations. The arbitration shall be held in London in the English language. The arbitration tribunal's award shall be final. It shall be binding on the parties and shall be enforceable in any court of appropriate jurisdiction.
All data, information, documents, reports and statistics including interpretation and analysis supplied by Repsol Exploracion S.A. (Repsol) shall be treated as confidential and shall not be disclosed by any party without the express written consent of the other parties within the life of the exploration, appraisal, development, production or exploration authorization period. This shall not prevent disclosure by the National Oil Company of Liberia (NOCAL) or the government to any government agency or to any advisor or consultant to NOCAL or for the purpose of complying with the government’s international obligations for the submission of statistic and related data.
Repsol may disclose information:
(a) to its affiliated company, advisors or consultants;
(b) to a bona fide potential assignee or all or part of Repsol’s interest;
(c) to banks or other lending institutions for the purpose of seeking external financing of costs of the petroleum operations;
(d) to third paries who shall provide services for the petroleum operations, including sub-contractors, vendors, and other service contractors, where this is essential for their provision of services.
(e) to government agencies for obtaining necessary rulings, permits, licenses' and approvals, or as may be required by applicable law or financial stock exchange, accounting or reporting practices
Any party disclosing information or providing data to a third party under these terms shall require those persons to undertake the confidentiality of such data.
This contract is executed between the parties in accordance with the laws and regulations in force at the date of its signing and as regards the economic, fiscal and financial provisions of the contract. As a result, should new laws or regulations modify the provisions of those in force at the date the contract was signed and materially change the respective economic situation of the parties from the original provisions of the contract, the parties shall in good faith enter into an agreement to modify those provisions in order to restore the economic balance of the contract.
In the event of adverse material changes either the National Oil Company of Liberia (NOCAL) or Repsol Exploracion S.A. (Repsol) shall consult together. If a profound change in circumstances has occurred, then the parties shall make such changes in the contract that they agree are necessary. The parties shall meet in good faith to make the necessary revisions and adjustments in order to maintain such expected economic benefits to each party, provided that the economic benefits to the parties not be reduced as a result.