Etude sur l'impact environnemental et plan de gestion
PanAfrican Energy Tanzania shall undertake an environmental impact assessment study prior to each major operation in the contract area, including the drilling of the first well thereon, the costs of which shall be recoverable contract expenses for the purposes of Articles X and XI and Annex D.
PanAfrican Energy Tanzania shall comply with all applicable laws and good oilfield practices to protect the naturalenvironment and to prevent pollution in the contract area. In addition, PanAfrican Energy Tanzania shall conduct its petroleum operations so as to comply with the environmental management standards of the ISO 14000 series, as amended.
Tanzania Petroleum Development Corporation shall have the right, at its expense, to audit PanAfrican Tanzania’s accounting records provided, however, that nothing in this article shall be construed as limiting the right of the government or any official of the government to audit or cause to be audited the books of account of PanAfrican Tanzania pursuant to any statutory power.
PanAfrican Tanzania shall be subject to an additional profits tax. Additional profits tax shall be calculated for each year and shall vary with the real rate of return earned by PanAfrican Tanzania on the net cash flow from the contract area. If the first accumulated net cash position is a positive amount, then the tax for that year shall be 25% of the first accumulated net cash position for that year. If both the first accumulated net cash position and the second accumulated net cash position is a positive amount, then the tax shall be the aggregate of 25% of the first accumulated net cash position for that year and 40% of the second accumulated net cash position for that year. If in any year the first or second accumulated net cash position is a negative amount, then no additional profits tax shall be due.
The first accumulated net cash position for any year shall be calculated to the formula set out in Art. 13.1(b).
The second accumulated net cash position for any year shall be calculated according to a similar formula, with some exceptions set out in Art. 13.1(c).
If for any year the first accumulated net cash position is a positive amount, the first accumulated net cash position at the end of that year shall be deemed to be zero for the purpose of calculating the first accumulated net cash position for the subsequent year.
If for any year the second accumulated net cash position is a positive amount, the second accumulated net cash position at the end of that year shall be deemed to be zero for the purpose of calculating the second accumulated net cash position for the subsequent year.
Partage de production - Eléments de "Profit Oil" (critères pour la modification du partage, - TRI, facteur "r", niveau de production, etc.)
The apportionment of profit oil revenues from the contract area shall be 75% to Tanzania Petroleum Development Corporation and 25% to PanAfrican Tanzania if production is derived from the discovery blocks, and 70% to Tanzania and 30% to PanAfrican Tanzania if production is derived from the adjoining blocks.
In connection with any Joint Development Area within the Contract Area, TPDC’s share of Profit Oil Revenues indicated above from such Joint Development Area shall be increased by the number of percentage points obtained by multiplying the percentage of the specified proportion determined in accordance with Article VIII by TPDC’s share of Profit Oil Revenues indicated above, and PanAfrican Tanzania’s share shall be reduced accordingly.
The apportionment of profit gas revenues from sales of additional gas from the unproven section and/or the adjoining blocks in any quarter shall be shared between Tanzania Petroleum Development Corporation and PanAfrican Tanzania in the following proportions: Tanzania Petroleum Development Corporation = 45%; PanAfrican Tanzania = 55%.
Partage de production - Eléments de "Cost Oil" (base de calcul, limites sur le recouvrement des coûts, e.g. comme % des revenues ou de la production, crédit d'investissement, etc.)
(a) All contract expenses incurred by PanAfrican Tanzania associated with the production of crude oil shall be recoverable from the proceeds of sale of a volume not to exceed 65% of total production of crude oil produced and saved from the contract area.
(b) Recoverable contract expenses associated with crude oil production which are recoverable under the provisions of Annex D may be recovered from the date they are incurred. To the extent that in any year such recoverable contract expenses exceed the cost oil revenues available hereunder, the unrecovered excess may be applied against cost gas aevenues for such year (after allocation of all recoverable contract expenses associated with natural gas production for that year), and the balance shall be carried forward for recovery from cost oil revenues in the next succeeding year and, to the extent not then recovered, in the subsequent year or years.
(c) The available cost oil revenues shall be applied first to recover operating expenses associated with production, and PanAfrican Tanzania shall be entitled to recover such expenses in proportion to their individual cumulative unrecovered operating expenses. After recovery of such operating expenses, any excess cost oil revenues available for distribution shall be
applied to recover exploration expenses associated with crude oil production. After recovery of such operating expenses and exploration expenses, any excess cost oil revenues available for distribution shall be applied to recover development expenses associated with crude oil production, and PanAfrican Tanzania shall be entitled to recover such expenses in proportion to unrecovered development expenses. Any unrecovered recoverable contract expenses shall be recovered as provided in the last sentence of Section 11.2(b).
Restrictions sur les transactions avec les parties liées
The accrued quarterly revenues of PanAfrican Tanzania from sales of additional gas shall be used to establish cost gas revenues and profit gas revenues for such quarter; provided, however, that PanAfrican Tanzania shall have acted in good faith and sales have been on an arm’s length basis. Where sales have not been at arm’s length, the government may, in its reasonable discretion, impute revenues based on market prices, on behalf of Tanzania Petroleum Development Corporation and for purposes of calculating the additional profits tax.
New material shall be valued at the current international price which shall not exceed the price prevailing to normal arm’s length transactions on the open market
Tanzania Petroleum Development Corporation discharges its obligation to pay royalties in respect of gas and other petroleum produced and sold from the contract area.
PanAfrican Energy Tanzania shall be exempt from all withholding taxes payable with respect to the repatriation of dividends declared and paid by PanAfrican Energy Tanzania.
PanAfrican Tanzania shall also give preference to the employment of Tanzanian service contractors as far as they are financially and technically competent and possess the necessary skills to perform the work required by PanAfrican Energy Tanzania, and such contractors are available on a timely basis and on competitive terms.
In the conduct of the petroleum operations, PanAfrican Energy Tanzania shall endeavor to employ Tanzanian citizens having appropriate qualifications to the maximum reasonable extent.
PanAfrican Energy Tanzania shall give preference to the purchase of Tanzanian goods and materials; provided, however, that such goods and materials are of an acceptable quality and are available on a timely basis in the quantity required, on competitive terms.
PanAfrican Energy Tanzania shall conduct its business in ways that will maximize, to the greatest reasonable degree, training and technology transfer opportunities for Tanzanian nationals at all levels of such business, including management.
The Government of Tanzania, as a matter of policy, intends to involve the private sector in the development, construction and operation of a unified gas and electric infrastructure programme known as the Songo Songo Gas-to Electricity Project. The Project will include the transfer of certain of TPDC’s facilities on and around Songo Songo Island to Songas; the development, production and processing of natural gas on and around Songo Songo Island under a Development Licence, certain rights under which are
assigned by TPDC to Songas; the construction of a gas processing facility and gas transportation pipeline from Songo Songo Island to the Complex and the Wazo Hill Cement Plant; the conversion of the turbines at the Complex to natural gas operation; the transfer of the Complex from TANESCO to Songas; the operation of the Complex by Songas and the sale to TANESCO
The government, as a matter of policy, intends to involve the private sector in the development, construction and operation of a unified gas and electric infrastructure programme known as the Songo Songo Gas-to Electricity Project. The Project will include the transfer of certain of TPDC’s facilities on and around Songo Songo Island to Songas; the development, production and processing of natural gas on and around Songo Songo Island under a development licence, certain rights under which are assigned by TPDC to Songas; the construction of a gas processing facility and gas transportation pipeline from Songo Songo Island to the Complex and the Wazo Hill Cement Plant; the conversion of the turbines at the Complex to natural gas operation; the transfer of the Complex from TANESCO to Songas; the operation of the Complex by Songas and the sale to TANESCO of the capacity and the electrical output of the Complex; and the sale of natural gas by Songas to the Wazo Hill Cement Plant.
Within 30 days of the financial closing, PanAfrican Tanzania shall prepare and submit to Tanzania Petroleum Development Corporation a detailed work programme, including a budget, setting forth the petroleum operations that PanAfrican Tanzania proposes to carry out in the year following financial closing and the estimated cost thereof.
Parties will first attempt in good faith to settle disputes by mutual discussions. Technical disputes may be referred to an expert. Any dispute not resolved amicably will be resolved by arbitration under the ICSID rules.
All data and information related to this contract provided by PanAfrican Energy Tanzania to Tanzania Petroleum Development Corporation shall be treated as confidential. Each of party undertakes not to disclose this information to any other person without the consent of the other parties, except that either party may disclose such information as is required by law or regulatory authorities, or to prospective lenders or shareholders. In addition, such data, information and interpretations may be disclosed to affiliates or contractors carrying out any part of the petroleum operations and to advisers of the parties who will maintain confidentiality.