Air BP Central Technical Function PSP Template

JIG Ref: CP 3.02

Administration of Aircraft Refuelling Indemnity (Tarbox) Agreements

JIG CP 3.02

Document Owner: Tarbox Legal Committee

Document Issuer: JIG

Issue Date: 8th Nov 2013

Issue Number: 1 Administration of Aircraft Refuelling Indemnity (Tarbox) Agreements

Use of Language

Throughout this document, the words 'may', 'should' and 'shall', when used in the context of actions by the signatories or others, have specific meanings as follows:

(a) 'may' is used where alternatives are equally acceptable.

(b) 'should' is used where a provision is preferred.

(c) 'shall' is used where a provision is mandatory.

Note that alternative or preferred requirements may be qualified by the signatories in another referenced document.

Issue Date: Issue Number: Reason for issue:

8th Nov 2013 1 Tarbox Legal Committee Review and Approval

Registered Address: JIG PO Box 33094, 6A Foscote Mews, London, W9 2YX, United Kingdom

Table of Contents

1 TARBOX ADMINISTRATION REVIEW 2010...... 1 1.1 Purpose...... 1 1.2 Principles...... 1 1.3 Recommendations...... 1

2 ROLE OF TARBOX LEGAL COMMITTEE (TLC)...... 2 2.1 Purpose...... 2 2.2 Membership...... 2 2.3 Meetings...... 2 2.4 TLC Responsibilities...... 2 2.5 Exclusions...... 3

3 ROLE OF TARBOX SECRETARIAT...... 4 3.1 Limitations on Tarbox Secretariat Scope of Work...... 4 3.2 Tarbox Secretariat Scope of Work...... 4 3.3 Tarbox Reference and Communication Documents...... 5 3.3.1 CP 3.01 Aircraft Refuelling Indemnity (Tarbox) Agreement Principles and Implementation Guidelines (‘Introduction to Tarbox’)...... 5 3.3.2 CP 3.02 Administration of Tarbox Agreements...... 5 3.3.3 CP 3.03 Brief History of Tarbox...... 5 3.3.4 CP 3.04 Introduction to Aircraft Refuelling Indemnity (Tarbox) Agreements (Presentation)...... 5 3.3.5 CP 3.05 – 3.12 The Standard Form Tarbox Agreements...... 5 3.3.6 CP 3.13 Aircraft Refuelling Indemnity (Tarbox) Agreements – Summary of 2010 Revisions...... 5 3.3.7 CP 3.14 Aircraft Refuelling Indemnity (Tarbox) Agreements FAQs...... 5 3.3.8 CP 3.15 Draft Letter asking a party to become a signatory to the Central Agreements...... 6 3.3.9 CP 3.16 Draft Letter asking for the replacement of the existing local Tarbox Agreement(s)...... 6 3.3.10 CP 3.17 Draft Letter from Tarbox IWG to LIIBA advising on 2010 review of the Tarbox Agreements.....6

4 FOR MORE INFORMATION...... 6

APPENDIX 1 - TARBOX ADMINSTRATION ISSUES ADDRESSED BY THE 2010 REVIEW

1 TARBOX ADMINISTRATION REVIEW 2012 1.1 Purpose This document summarises the recommendations of an industry Tarbox Secretariat Working Group established in 2009 to define the future structure and organisation to deliver effective maintenance and administration of Tarbox documentation for the aviation industry.

The Tarbox Secretariat Working Group included representatives from: BP, Chevron, ENI, ExxonMobil, KPIAC, Shell, Statoil Fuel & Retail and Total.

1.2 Principles The Tarbox central agreements and individual location indemnity agreements (Tarbox Agreements) are fundamental to addressing liabilities arising out of Aircraft Refuelling within the aviation fuel supply industry.

The Tarbox Agreements originated in 1974 were last reviewed in the 1980s and it became apparent that they were again due for revision to address a number of liability ambiguities that Tarbox signatories have experienced since the last review in 1991.

To avoid any potential competition law concerns:-

 The Tarbox Agreements need to treat all signatories equally;

 The Tarbox Agreements need to be recognised by signatories, potential signatories and 3rd party stakeholders (e.g. insurers, airport authorities, airlines) as a fair, transparent and reasonable way to allocate liabilities that arise between parties involved in aircraft refuelling;

 Review and revision of the Tarbox Agreements needs to be open to all existing and prospective signatories and also be acceptable to the aviation insurance industry;

 Lack of any central administration for the aviation industry has made it difficult for existing signatories to maintain version control over the master set of Tarbox Agreements and also maintain up to date records of signatories to the Tarbox central agreements.

1.3 Recommendations The Tarbox Secretariat Working Group has carefully considered the principles and options for the effective maintenance and administration of the Tarbox Agreements and concluded that this is most effectively achieved by defining two distinct and separate areas of activity:-

 To address competition concerns, substantive responsibilities for ownership and revision of the Tarbox master documents should remain with an industry Tarbox Legal Committee open to all signatories and accessible to interested 3rd party stakeholders (e.g. prospective signatories, insurance companies). Draft Terms of Reference for the Tarbox Legal Committee are included in section 2.

 The purely administrative (non competition law sensitive) tasks necessary to provide open access to the master Tarbox Agreements and maintain a current list of signatories to the central agreements should be provided through JIG’s existing administration and web facilities. This arrangement is considered preferable to using an independent legal company which would most likely be more expensive and not be widely recognised within the aviation industry. The Tarbox Legal Committee would be responsible for determining the scope of work for JIG’s Tarbox Administrative Services which is included in section 3.

2 ROLE OF TARBOX LEGAL COMMITTEE (TLC) 2.1 Purpose The primary purpose of the Tarbox Legal Committee (TLC) is to have the substantive responsibility for ownership and revision of the Tarbox master documents on behalf of the aviation industry so that these documents remain recognised by signatories, prospective signatories and interested 3rd party stakeholders (e.g. insurers, airport authorities) as a fair, transparent and reasonable way to allocate liabilities arising out of Aircraft Refuelling and which arise between parties involved in Aircraft Refuelling.

The TLC will not be a formal/legal organization but an open, independent aviation industry committee at whose meetings all existing Tarbox signatories will be eligible to be represented and prospective signatories and other interested 3rd party stakeholders may be present.

2.2 Membership The TLC shall consist of suitably qualified legal representatives from any existing signatories to the Tarbox Central Agreements.

Interested 3rd party stakeholders (such as prospective signatories) or insurers may attend Tarbox Legal Committee Meetings, insurers could attend as consultants to advise on their specialist area of interest. However, only existing signatories would have voting rights.

2.3 Meetings Meetings would only be held on an “as needs basis” when a sufficient number of signatories believe that there are enough issues to discuss.

Reasons to meet would include the following:

 Review of the repository where existing and prospective Tarbox signatories and other interested parties can log implementation issues or current issues with Tarbox agreements.

 Significant changes of law which could impact the operation of Tarbox.

 A consensus of opinion that the template agreements should be updated or modified (the agreements should be reviewed at least every 2-3 years unless determined earlier by the TLC).

 Maintain up-to-date informative Tarbox documentation such as Tarbox history and new signatory guide.

 When it is considered necessary to revise the TLC’s Terms of Reference.

Meetings and decisions of the TLC shall be recorded and made available to existing and prospective Tarbox signatories and interested 3rd parties.

It is suggested that the exact rules governing membership and meetings should be discussed with either the Tarbox Legal Working Group or with all companies currently involved in the wider Tarbox review.

2.4 TLC Responsibilities  To elect a chairman for a term of office, typically one to three years

 Annually review and approve the Scope of Work for JIG’s Tarbox Administrative Services (and agree and administer any contract for these services).

 At appropriate intervals, review and approve amendments of the master Tarbox agreements to address material legal, implementation and logistical issues with the JIG Tarbox Administration by existing and prospective signatories and interested 3rd parties.

 Provide JIG with the information it requires to provide the JIG Tarbox Administrative Services and keep necessary information up to date including:-

 Maintain a process including standard documentation for new signatories to use to become a Tarbox central agreement signatory,

 Provide electronic copies of the latest TLC “approved” master template agreements to Tarbox Secretariat for use by JV participants/users and potential participants/users,

 Maintain up to date list of current TLC Nominated Members (details and addresses),

 Provide electronic copies of TLC minutes and other supporting documentation to JIG so that they can be made available to existing and prospective Tarbox signatories and other interested 3rd party stakeholders,

 Maintain the JIG Tarbox repository of legal, implementation and logistical issues that have been raised by signatories, prospective signatories and interested 3rd party stakeholders,

 As determined necessary by the TLC, develop and maintain informative Tarbox documents to retain “knowledge” within the industry, such as in order to:-

 Answer questions that may arise from existing and prospective signatories and interested 3rd party stakeholders.

 Provide background history and reasons to why the Tarbox mutual indemnification system was originally developed, how it has evolved over time and why it remains applicable to the aviation fuel supply industry.

2.5 Exclusions The TLC shall not be responsible for execution of local Tarbox indemnity agreements nor for ensuring new signatories sign the Tarbox Central Agreements – these responsibilities are to remain with the JV participants/users involved at the location where a Tarbox Agreement is required.

3 ROLE OF TARBOX SECRETARIAT Tarbox Secretariat’s administrative services are defined below.

3.1 Limitations on Tarbox Secretariat Scope of Work  The Scope of Work for JIG’s Tarbox Administrative Services shall be specified by the Tarbox Legal Committee and reviewed from time to time.

 JIG’s Tarbox Administrative Services shall be provided for the benefit of all Tarbox signatories, prospective signatories and interested 3rd party stakeholders and not limited in anyway to being a member or associate member of JIG.

 JIG Scope of Work shall not include activities which may give rise to competition law concerns.

 JIG will have no compliance enforcement role or role expediting completion of documents or chasing missing documentation – this remains the responsibility of the Tarbox Legal Committee or relevant JV Participants/users as appropriate.

 JIG will hold original executed Central Agreements.

 JIG will not hold any original executed local Tarbox agreements.

3.2 Tarbox Secretariat Scope of Work JIG will provide a dedicated Tarbox area on the JIG web site that is accessible to non JIG members including all Tarbox signatories, prospective signatories and interested 3rd party stakeholders on obtaining a password from the Tarbox Secretariat.

The JIG web site shall have the following functionality:-

 To hold a list (company details and registered addresses) of signatories of the Central Agreements on Conduct and Control of Litigation and Applicable Law

 To hold information on how to become a Central Agreement Signatory and administer the process for new signatories to follow when signing up to the Central Agreements,

 To hold securely the latest “Tarbox Legal Committee approved” versions of the Tarbox Agreement master templates (Central Agreements on Conduct and Control of Litigation and Applicable Law, Local Tarbox Agreements Exhibits: 1A, 1B, 2A, 2B, 3A, 3B, 4A, 4B and 5, Guidelines for Aviation JV Liability Language) and make them openly available for reference or download by signatories, prospective signatories or interested 3rd party stakeholders,

 To store safely the original signed Central Agreements and original Deed of Adherence Agreements with which new signatories join the Central Agreements and make copies of same available to signatories in electronic format. Signatories to Central Agreements will include JIG members and non-JIG members.

 To provide a facility to allow JIG JVs, non-JIG JVs and other locations using local Tarbox Agreements to upload an electronic copy of their executed local Tarbox Agreement onto the JIG web site where it will be accessible to participants of that JV only.

 Maintain a list of the current representatives of the TLC

 Hold electronic copies of TLC minutes and other supporting documentation so that they can be made available to existing and prospective Tarbox signatories and other interested 3rd party stakeholders,

 To provide a repository where signatories, prospective signatories and interested 3rd party stakeholders can log issues (legal, administrative or logistical issues) for consideration by the Tarbox Legal Committee

 To hold informative Tarbox documentation that may be issued by the Tarbox Legal Committee from time to time such as:-

3.3 Tarbox Reference and Communication Documents 3.3.1 CP 3.01 Aircraft Refuelling Indemnity (Tarbox) Agreement Principles and Implementation Guidelines (‘Introduction to Tarbox’) Document explaining Tarbox principles and guidelines for implementing Tarbox Agreements.

3.3.2 CP 3.02 Administration of Tarbox Agreements The document you are reading.

3.3.3 CP 3.03 Brief History of Tarbox Document capturing the historical background of why Tarbox Agreements were developed in the 1970s and how they have evolved into their current form.

3.3.4 CP 3.04 Introduction to Aircraft Refuelling Indemnity (Tarbox) Agreements (Presentation) Presentation for internal oil company and 3rd party awareness. Principles of Tarbox Agreements and background history and reasons why Tarbox was originally developed and remains applicable to the aviation refuelling industry.

3.3.5 CP 3.05 – 3.12 The Standard Form Tarbox Agreements CP 3.05A Central Agreement on the Conduct and Control of Litigation

CP 3.05B Central Agreement on Applicable Law

CP 3.06 Exhibit 1-A – Aviation Fuel Card Indemnification Agreement

CP 3.07 Exhibit 1-B –Performance Assignment Indemnification Agreement

CP 3.08A Exhibit 2A – Throughput Indemnification Agreement

CP 3.08B Exhibit 2B - Indemnification Agreement between Users of Independently Owned and operated Facilities – Third Party Operator Not Included.

CP 3.09A Exhibit 3A – Indemnification Agreement – Operating Company (Incorporated JV)

CP 3.09B Exhibit 3B – Incorporated JV Indemnification Agreement Third Party Operator Not Included.

CP 3.10A Exhibit 4A – Unincorporated JV Indemnification Agreement

CP 3.10B Exhibit 4B – Unincorporated JV Indemnification Agreement Third Party Operator Not Included.

CP 3.11 Exhibit 5 – Reciprocal Refuelling Assistance Indemnification Agreement

3.3.6 CP 3.13 Aircraft Refuelling Indemnity (Tarbox) Agreements – Summary of 2012 Revisions Summary of the material issues identified by the industry since the last review in 1991 and consequent amendments to the updated 2012 Tarbox Agreements.

3.3.7 CP 3.14 Aircraft Refuelling Indemnity (Tarbox) Agreements – Frequently Asked Questions (FAQs) For interested parties e.g.:- (i) JV Managers & JV Reps (ii) Shareholders (iii) Throughputters (iv) 3rd Party Operators (e.g. ASIG, Skytanking, Swissport) (v) Airport Authorities (vi) IATA / Airlines (vii) Insurance Industry

3.3.8 CP 3.15 Draft Letter asking a party to become a signatory to the Central Agreements  Reason for 2012 Industry Review of Aircraft Refuelling Indemnity (Tarbox) Agreements

 2012 Industry Tarbox Review - Summary of Issues and Changes to Tarbox Agreements

 Ongoing Administration of Tarbox Agreements – Establishing Tarbox Legal Committee and Tarbox Secretariat

 Contacting the Tarbox Legal Committee

 Obtaining Copies of Master Standard Form Tarbox Agreements and Other Useful Tarbox Reference Documents

 Action - All parent companies to sign new Central Agreements and Local Tarbox Agreements

3.3.9 CP 3.16 Draft Letter asking for the replacement of the existing local Tarbox Agreement(s)  Reason for 2012 Industry Review of Aircraft Refuelling Indemnity (Tarbox) Agreements

 2012 Industry Tarbox Review - Summary of Issues and Changes to Tarbox Agreements

 Ongoing Administration of Tarbox Agreements – Establishing Tarbox Legal Committee and Tarbox Secretariat

 Contacting the Tarbox Legal Committee

 Obtaining Copies of Master Standard Form Tarbox Agreements and Other Useful Tarbox Reference Documents

 Action - All Parties to Sign New Central Agreement and Local Tarbox Agreements

4 FOR MORE INFORMATION Contact the Tarbox Secretariat through www.Tarboxonline (or www.jigonline.com for JIG members) for more information including key reference documents referenced in section 3.3.

APPENDIX 1 - TARBOX ADMINSTRATION ISSUES ADDRESSED BY THE 2012 REVIEW The lack of a permanent secretariat was identified as a hindrance to the systematic maintenance and administration of the Tarbox Agreements which are vital to risk management of liabilities arising out of aircraft refuelling which arise between parties involved in aircraft refuelling. The table below summarizes the issues and the conclusions of the 2012 Industry Tarbox Review.

Issue Conclusion of 2012 Industry Tarbox Review

1.1 Document control – With the advent of Resolved – Joint Inspection Group Limited (JIG) electronic documentation there are now uncontrolled proposed as Secretariat and to hold master set of copies of the Tarbox Exhibits. This obviously raises approved password protected proforma a multitude of issues and some agreed document agreements for parties to use. control process is required, as well as a process for revising and updating the various agreements, Exhibits and appendices as the need arises.

1.2 Modification to the signatory groups – Since Resolved - Affiliates definition changed to simplify inception the thirteen original signatories have administration. consolidated to just eight separate entities. In addition the affiliate lists associated with the Central Agreements have not been maintained despite a significant number of changes, including divestments and acquisitions between the parties over and above normal corporate meanderings. On the issue of affiliates it is proposed to use definitions for affiliates rather than maintaining lists to simplify the issue.

1.3 Additional signatories – The requirements for a Resolved – additional signatories would send a party to become a central signatory to Tarbox are signed Deed of Adherence to JIG as ‘Secretariat’ relatively minimal. It is merely necessary for a party and JIG would retain a copy of this Deed as a to write to the existing signatories to advise them record which would be available to all via the JIG that they are becoming a signatory and to list the web site. affiliates they are associated with. The new Affiliates definition only requires nomination of non controlled companies if desired.

1.4 Representation – In the absence of an industry Resolved – Tarbox Secretariat Group recommend body for education and representation we suffer from that industry representation needs to be carried having individual lobbying perceived as a particular out by relevant JV participants/users or Tarbox oil company representing their own best interests. Legal Committee and not JIG who must remain This is highlighted by the different solutions applied independent and therefore only have an in Hong Kong and Athens in relation to Aircraft administerial role. Refuelling Liability. In Athens Air BP successfully Tarbox Secretariat would hold a copy of the provided lobbying and representation to the airport, “Introduction to Tarbox” document updated from resulting in mandatory application of the Tarbox time to time by the Tarbox Legal Committee and concept on all parties participating in aircraft this document would be available to all via the JIG refuelling. In Hong Kong, lobbied in a more web site. fragmented way from multiple parties, the airport authority elected to carry insurance on behalf of the industry and levy a fee on the fuel suppliers in form of a throughput charge. This implies a double insurance of the risk for users who carry global policies for their aviation activity and inefficiency for the aviation industry as a whole. With continuing aviation industry reform in many countries it will be important to have a body capable of adequately representing the complex issues that Tarbox addresses and helping to frame considered

Issue Conclusion of 2012 Industry Tarbox Review and efficient solutions.

1.5 Education - Such has been the success of Resolved – Tarbox Secretariat Group Tarbox that the need for educating staff of existing recommends this can not be JIG (as above) and and potential signatories as well as the insurance must remain up to relevant participants/users with industry itself has been identified. A sure sign that assistance of Tarbox Legal Committee. the concept has largely been taken for granted for Introduction to Tarbox and FAQs will be many years. developed to retain knowledge within the industry and educate individuals who are new to the industry.

1.6 Guidance on Implementation – Preparation Resolved – Tarbox Secretariat Group and maintenance of a guidance document for teams recommends this needs to remain with relevant who are putting in place Indemnity Agreements to participants/users. However, Tarbox Secretariat ensure the operation and purpose of the Central would hold a copy of the “Introduction to Tarbox” Agreements are properly considered. document updated from time to time by the Tarbox Legal Committee

1.7 Forum for debate and adaptation – A number Resolved – Tarbox Secretariat Group of issues following lack of a forum for debate and recommends that this can not be JIG but must adaptation of the Tarbox text, except through a remain the responsibility of the Tarbox Legal major overhaul per the one currently under Committee. Prospective new signatories and other consideration. A permanent secretariat for Tarbox interested parties (such as insurers) could could facilitate regular reviews and allow participate in such debates. interpretation and adaptation on an as needs basis going forward.