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Shah Deniz Production Sharing Agreement Pdf / 547.1 KB AGREEMENT ON THE EXPLORATION, DEVELOPMENT AND PRODUCTION SHARING FOR THE SHAH DENIZ PROSPECTIVE AREA IN THE AZERBAIJAN SECTOR OF THE CASPIAN SEA BETWEEN THE STATE OIL COMPANY OF THE AZERBAIJAN REPUBLIC AND SOCAR COMMERCIAL AFFILIATE, BP EXPLORATION (AZERBAIJAN) LIMITED, ELF PETROLEUM AZERBAIJAN B.V. LUKOIL INTERNATIONAL LTD, OIL INDUSTRIES ENGINEERING AND CONSTRUCTION, STATOIL AZERBAIJAN A.S, and TURKISH PETROLEUM OVERSEAS COMPANY LIMITED 1 TABLE OF CONTENTS ARTICLE 1 PARTICIPATING INTERESTS ARTICLE 2 GRANT OF RIGHTS AND SCOPE ARTICLE 3 WARRANTIES AND GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES ARTICLE 4 EXPLORATION PERIOD, ADDITIONAL EXPLORATION PERIOD AND DEVELOPMENT AND PRODUCTION PERIOD ARTICLE 5 STEERING COMMITTEE FOR PROJECT MANAGEMENT AND ANNUAL WORK PROGRAMMES ARTICLE 6 OPERATING COMPANY, PERSONNEL AND TRAINING ARTICLE 7 REPORTS AND ACCESS TO PETROLEUM OPERATIONS ARTICLE 8 USE OF LAND AND SEA BEDS ARTICLE 9 USE OF FACILITIES ARTICLE 10 EARLY PETROLEUM PRODUCTION ARTICLE 11 CONTRACTOR’S RECOVERY OF PETROLEUM COSTS AND PRODUCTION SHARING ARTICLE 12 TAXATION ARTICLE 13 VALUATION OF PETROLEUM ARTICLE 14 OWNERSHIP, USE AND ABANDONMENT OF ASSETS ARTICLE 15 NATURAL GAS ARTICLE 16 FOREIGN EXCHANGE ARTICLE 17 ACCOUNTING METHOD ARTICLE 18 IMPORT AND EXPORT ARTICLE 19 DISPOSAL OF PRODUCTION ARTICLE 20 INSURANCE, LIABILITIES AND INDEMNITIES ARTICLE 21 FORCE MAJEURE ARTICLE 22 VALIDITY, ASSIGNMENT AND GUARANTEES ARTICLE 23 APPLICABLE LAW, ECONOMIC STABILISATION AND ARBITRATION ARTICLE 24 NOTICES ARTICLE 25 EFFECTIVE DATE ARTICLE 26 ENVIRONMENTAL PROTECTION AND SAFETY ARTICLE 27 CONFIDENTIALITY ARTICLE 28 BONUS PAYMENTS AND ACREAGE FEES ARTICLE 29 TERMINATION ARTICLE 30 MISCELLANEOUS APPENDICES APPENDIX 1 DEFINITIONS APPENDIX 2 CONTRACT AREA AND MAP APPENDIX 3 ACCOUNTING PROCEDURE APPENDIX 4 FORM OF CONTRACTOR PARTY’S ULTIMATE PARENT COMPANY GUARANTEE APPENDIX 5 GUARANTEE AND UNDERTAKING OF THE GOVERNMENT OF THE AZERBAIJAN REPUBLIC APPENDIX 6 ARBITRATION PROCEDURE APPENDIX 7 CRUDE OIL AND NATURAL GAS MEASUREMENT AND EVALUATION PROCEDURE APPENDIX 8 DESIGN STANDARDS AND SPECIFICATIONS APPENDIX 9 ENVIRONMENTAL STANDARDS AND PRACTICES APPENDIX 10 EXPLORATION WORK PROGRAMME FIRST ADDENDUM - FORMATION OF SOCAR COMMERCIAL AFFILIATE (04.06.1996) SECOND ADDENDUM – CHANGE IN OEIC PARENT COMPANY (26.07.1996) THIRD ADDENDUM – NON-ASSOCIATED GAS DEVELOPMENT PROVISIONS. (28.02.2001) FOURTH ADDENDUM – ENTITLEMENT PROCEDURE (25.02.2003) FIFTH ADDENDUM – GAS BONUSES (02.07.2008) 2 AGREEMENT ON THE EXPLORATION, DEVELOPMENT AND PRODUCTION SHARING FOR THE SHAH DENIZ PROSPECTIVE AREA IN THE AZERBAIJAN SECTOR OF THE CASPIAN SEA THIS AGREEMENT, made and entered into in Baku, the Azerbaijan Republic, this 4 day of June, 1996 by and between: THE STATE OIL COMPANY OF THE AZERBAIJAN REPUBLIC (“SOCAR”) a Government body on the one hand; and SOCAR COMMERCIAL AFFILIATE ("SCA") a company to be formed by SOCAR; BP EXPLORATION (AZERBAIJAN) LIMITED (“BP”) a company incorporated in England; and ELF PETROLEUM AZERBAIJAN B.V. ("Elf") a company incorporated in the Netherlands; and LUKOIL INTERNATONAL LTD. (“LUKoil”) a company incorporated in the Republic of Ireland; and OIL INDUSTRIES ENGINEERING AND CONSTRUCTION (“OIES”) a company incorporated in the Islamic Republic of Iran; and STATOIL AZERBAIJAN A.S (“Statoil”) a company incorporated in Norway; and TURKISH PETROLEUM OVERSEAS COMPANY LIMITED (“TPAO”) a company incorporated on the island of Jersey; and on the other hand, all the Parties being legal persons in accordance with the legislation of the countries of their registration as confirmed by appropriate documentation thereof. W I T N E S S E T H WHEREAS, in accordance with the Constitution of the Azerbaijan Republic, and the Constitutional Act of State Independence of the Azerbaijan Republic, dated 18 October 1991, and the Law on Ownership in the Azerbaijan Republic, dated 9 November 1991, ownership of all Petroleum existing in its natural state in underground or subsurface strata in the Azerbaijan Republic, including the portion of the Caspian Sea within its jurisdiction, is vested in the Azerbaijan Republic, and based upon the below referenced authorisations the authority to control and manage said Petroleum has been vested in SOCAR; and WHEREAS, pursuant to Presidential Edict No 200 concerning the creation of the State Oil Company of the Azerbaijan Republic dated 13 September 1992 and its Charter, SOCAR is vested with the authority to carry out the exploration and development of all Petroleum in the Azerbaijan Republic, and pursuant to Presidential Decree No 222 “On the Exploration and Development of the Shah Deniz field in the Azerbaijan Sector of the Caspian Sea” dated 4 October 1995, SOCAR is granted the rights to carry out negotiations and conclude this Agreement; and WHEREAS, SOCAR has carried out certain work in the Contract Area and now wishes to promote the exploration for, and subsequent development and production of Petroleum existing in its natural state in, on or under the Contract Area; and WHEREAS, the Parties (except Elf, LUKoil, OIEC and SCA) have executed the Agreement on the Basic Principles and Provisions with respect to the Exploration, Development and Production Sharing 3 Agreement for the Shah Deniz field and such principles and provisions have constituted the framework of this Agreement; and WHEREAS, the relations between the Parties before the signature of the Agreement on the Basic Principles and Provisions with respect to the Exploration, Development and Production Sharing Agreement for the Shah Deniz field have been governed by the agreement between the Government of the Azerbaijan Republic and BP Exploration Operating Company Limited and Den norske stats oljeselskap a.s dated 7th September 1992, and also the Extension Agreement made between SOCAR and BP Exploration Operating Company Limited and Den norske stats oljeselskap a.s dated February 23rd 1994; and WHEREAS, Contractor has the technical knowledge and experience, the administrative and managerial expertise, and financial resources to efficiently develop and produce the Petroleum resources of the Contract Area, and desires to contract with SOCAR for that purpose. NOW THEREFORE, for and in consideration of the premises and mutual covenants hereinafter set forth, the Parties agree as follows: ARTICLE 1 PARTICIPATING INTERESTS 1.1 The rights and obligations under this Agreement of each of the Contractor Parties shall be held in the following respective percentage Participating Interests as of the date this Agreement is executed: CONTRACTOR PARTIES PERCENTAGE SCA 10.0% BP 25.5% Elf 10.0% LUKoil 10.0% OIEC 10.0% Statoil 25.5% TPAO 9.0% TOTAL 100.00% 1.2 The Contractor Parties agree that their respective percentage Participating Interest shares under this Agreement, as set forth in Article 1.1 above, replace any rights and obligations which may exist regarding the Contract Area by virtue of any prior agreement or contract between any of the Contractor Parties or their Affiliates on the one hand, and any Governmental Authority or SOCAR on the other hand. The Parties agree that, from the Effective Date, this Agreement constitutes the sole and complete understanding between SOCAR and the Contractor Parties regarding the Contract Area. 1.3 Within ninety (90) days of the commencement of the Development and Production Period SCA shall provide the other Contractor Parties with written evidence in the form of a letter of assurance from an acceptable bank to establish SCA's financial ability to pay SCA's Participating Interest share of the costs and expenses as set forth in this Agreement. The expression "acceptable bank" shall mean a bank whose senior, unsubordinated and unguaranteed debt obligations with initial maturity of more than one (1) year have been granted a rating of A or better from either Moody´s or Standard and Poors Corporation. 4 In the event SCA fails to provide such letter of assurance as provided above such failure shall constitute a breach of this Agreement giving rise to immediate automatic forfeiture of SCA's Participating Interest and the other Contractor Parties' Participating Interests shall be increased accordingly in proportion to their Participating Interests. ARTICLE 2 GRANT OF RIGHTS AND SCOPE 2.1 Grant of Exclusive Right SOCAR hereby grants to Contractor the sole and exclusive right to conduct Petroleum Operations within and with respect to the Contract Area in accordance with the terms of this Agreement and during the term hereof. Except for the rights expressly provided for herein, this Agreement shall not include rights for any activity other than Petroleum Operations with respect to surface areas and sea beds, sub-soil or to any other natural resource or aquatic resources. 2.2 Except as expressly provided elsewhere herein, in the event production resulting from Petroleum Operations, upon completion of commercial production from the Contract Area at the end of the term of this Agreement, inclusive of all extensions provided in Article 4 is insufficient for full recovery of Contractor's Capital Costs and Operating Costs as provided hereunder, then Contractor shall not be entitled to any reimbursement or compensation for any of its costs not recovered. ARTICLE 3 WARRANTIES AND GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES 3.1 Warranties of SOCAR SOCAR represents and warrants that: (a) it is duly organised and validly existing in accordance with the terms of its Charter; and (b) it has full authority under the laws of the Azerbaijan Republic to execute
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