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-1-



MODEL PETROLEUM

CONCESSION AGREEMENT

FOR ONSHORE AREA

2009



-2TABLE OF CONTENTS

ARTICLE



CONTENTS

PREAMBLE



PAGE

NO.

4



1



DEFINITIONS



2



RIGHTS AND LIABILITIES



3



EXPLORATION WORK PROGRAMME



4



RELINQUISHMENT



15



5



WORKING INTERST OWNERSHIP



16



6



DISCOVERY AND DEVELOPMENT



17-21



7



ASSIGNMENT, SURRENDER OF AREAS AND TERMINATION

OF AGREEMENT



22-23



8



VALUE FOR ROYALTY PURPOSES



24



9



ROYALTY



25



10



RIGHT OF ACQUISITION OF PETROLEUM



11



DISPOSAL OF PETROLEUM



12



FOREIGN EXCHANGE



33-34



13



IMPORTS AND EXPORTS



35-36



14



TAXATION



37



15



MANAGEMENT AND OPERATIONS



38



16



REPORTS AND INFORMATION



39



17



TRAINING AND EMPLOYMENT



40



18

19



CONTRIBUTION TO JOINT OPERATIONS

DEVELOPMENT FINANCING



41

42



20



PIPELINES, REFINERY, LPG AND NATURAL GAS



43



5-10

11

12-14



26-31

32



-3PROCESSING PLANTS

21



OTHER MINERALS



44



22



AUDIT



45



23



PRODUCTION BONUSES



46



24

25



INSURANCE AND INDEMNIFICATION

PARENT COMPANY/BANK GUARANTEE



26



EFFECTIVENESS AND DURATION



50



27



FORCE MAJEURE



51



28



ARBITRATION



52



29



PROTECTION OF THE ENVIRONMENT



53-56



30



MISCELLANEOUS AND APPLICABLE LAW



57-58



31



NOTICES



59-60



47

48-49



Annexure CONTENTS

I

II

APPENDIX

A



III

IV

V

VI

VII

VIII

IX



X

XI



MAP OF THE AREA AND GEOGRAPHICAL DESCRIPTION

JOINT OPERATING AGREEMENT

ACCOUNTING PROCEDURE



61

62-101

102-118



STANDARD FORM OF DEVELOPMENT AND PRODUCTION

LEASE

S.R.O. 678 (1) DATED 2004

LIST OF MACHINERY AND EQUIPMENT REQUIRED FOR JOINT

OPERATIONS

C.No.10(14)/93-ICM-CON. DATED 13 JUNE 1994

LIST OF COMMISSARY STORES

BANK GUARANTEE

PARENT COMPANY GUARANTEE GIVEN PURSUANT TO

ARTICLE XXV OF THE PETROLEUM CONCESSION

AGREEMENT

WORK UNITS

WELL HEAD GAS PRICE ILLUSTRATION AS PER PRICING

PROVISIONS OF POLICY 2009



119-120

121-126

127-129

130-131

132

133-134

135



136-139

140-141



-4MODEL PETROLEUM CONCESSION AGREEMENT

THIS PETROLEUM CONCESSION AGREEMENT (this “Agreement”) is made and

entered into between:

THE PRESIDENT OF THE ISLAMIC REPUBLIC OF PAKISTAN (which term shall include

his successors and assigns) of the first part, hereinafter, referred to as "THE

PRESIDENT”, through the Ministry of Petroleum & Natural Resources, Government of the

Islamic Republic of Pakistan

and

________existing under laws of _________having its principal office at_________ (which

term shall include its successors and assigns) hereinafter referred to as "XYZ" of the

second part.

And

(Local Company), a company existing under Laws of Pakistan having its registered office

at ________, Pakistan (which term shall include its successors and assigns) hereinafter

referred to as "ABC" of the third part

and GOVERNMENT HOLDINGS (PRIVATE) LIMITED (if applicable) a company existing

under Laws of Pakistan having its office at _____________ ________, Pakistan (which

term shall include its successors and assigns) hereinafter referred to as “GHPL” of the

fourth part.

WITNESSETH

WHEREAS, THE PRESIDENT is desirous that exploration be undertaken

for the discovery and production of Petroleum in Pakistan; and

WHEREAS, "XYZ" and "ABC" represents that they are financially sound and

have adequate technical expertise and experience in exploring for, developing and

producing Petroleum and recognizes the importance to Pakistan of the development of its

Petroleum resources; and

WHEREAS, "XYZ" and "ABC" are desirous of undertaking Petroleum

exploration, development and production operations; in Pakistan in conjunction with GHPL

(if applicable) and

WHEREAS, THE PRESIDENT is willing in the lawful exercise of the

authorities vested in him and in particular by virtue of his powers under the Regulation of

Mines and Oilfield and Mineral Development (Government Control) Act, 1948 (XXIV of

1948) as amended and the Rules (as hereinafter defined), to grant to XYZ/"ABC" and

GHPL (if applicable) the Concessions and rights hereinafter more particularly set forth;

NOW THEREFORE, THE PRESIDENT, XYZ, ABC and GHPL (if applicable)

(hereinafter individually referred to as the “Party” and collectively as the “Parties”) agree as

follows:

Model Petroleum Concession Agreement 2009



-5ARTICLE-1

DEFINITIONS

Whenever used in this Agreement, the following terms shall have the

meanings set forth below:

1.1

1.2



“Accounting Procedure” means the procedure as outlined in Appendix A of AnnexII.

"Affiliate" means a company or other entity directly or indirectly effectively controlling,

or effectively controlled by, or under direct or indirect effective common control with,

a specified entity. For the purposes of this definition, "control", when used with

respect to any specified entity, means the power to direct, administer and dictate

policies of such entity (it being understood and agreed that it is not necessary to

own directly or indirectly fifty percent (50%) or more of such entity's voting securities

to have effective control over such entity, but ownership, direct or indirect, of fifty

percent (50%) or more of such entity's voting securities shall automatically indicate

effective control), and the terms "controlling" and "controlled" have meanings

corresponding to the foregoing.



1.3



“Agreement” means this Petroleum Concession Agreement and its annexes.



1.4



“Allowed Transportation Cost” means the reasonable actual cost, as defined in the

Rules.



1.5



"Appraisal” or “Appraisal Programme" means an activity or programme carried out to

evaluate and appraise a Discovery in the Area pursuant to the Rules and this

Agreement.



1.6



"Appraisal Well" means a well drilled pursuant to an approved Appraisal

Programme.



1.7



"Arm’s Length Sales" means the sales as defined in the Rules.



1.8



"Area" means the entirety of the area or areas outlined and more particularly

described in Annex-I, less any portion thereof which may be relinquished or

surrendered under the terms of this Agreement.



1.9



"Barrel" or "BBL" means a quantity equivalent in volume to forty-two (42) United

States Gallons adjusted to sixty degrees Fahrenheit (60oF) and pressure of 14.65

pounds per square inch (PSI) after correction for basic sediments and water

(BS&W).



1.10 "Calendar Month” or “Month" means any of the twelve months of the Calendar Year.

1.11 "Calendar Year" means the period from January 1 to December 31, both inclusive,

according to the Gregorian Calendar.



Model Petroleum Concession Agreement 2009



-61.12 ““Coal Bed Methane or “CBM” as defined in the Rules.

1.13 "Commercial Discovery" means a commercial discovery of petroleum as defined in

the Rules.

1.14 "Commercial Production" means commercial production of Petroleum as defined in

the Rules.

1.15 "Condensate" means the liquid Petroleum excluding Crude Oil and LPG produced,

at surface by processing or separation of Natural Gas from a Gaseous/Gas

Condensate Reservoir.

1.16 "Crude Oil" means the liquid Petroleum, other than Condensate and LPG, produced

by separation at the surface from a Liquid Reservoir in its natural state before the

same has been refined but after extraction of water and foreign substances.

1.17 "Commencement of Commercial Production" means the first occurrence of

Commercial Production in an Area.

1.18 "Contract Year" means a period of one Year from the Effective Date or any

anniversary thereof

1.19 "Date of Commercial Discovery" means, the date when the Government approves a

Commercial Discovery pursuant to Article 1.13.

1.20 "Date of Significant Gas Discovery" means the date when Operator formally notifies

the Director General, Petroleum Concessions in accordance with Article 6.4 hereof

that a Significant Gas Discovery has been made.

1.21 "Day" means a continuous period of twenty-four (24) hours beginning at 8 A..M.

Pakistan Standard Time or such other time as may be mutually agreed by the

Parties.

1.22 " Director General Petroleum Concessions (DGPC)" means any officer or authority

appointed by the Government to exercise the powers and perform the functions of

the Director General Petroleum Concessions under the Rules.

1.23 "Designated Area" means the area pertaining to a Discovery that does not merit

Appraisal or is not a Commercial Discovery or a Significant Gas Discovery, as

provided for in Article 6 .2.

1.24 "Development" or "Development Operations" means any activity carried out under

an approved Development Plan, in accordance with the Rules.

1.25 "Development Plan" means the plan submitted by the Operator for the development

of a Commercial Discovery, which has been approved by the Government pursuant

to the Rules.



Model Petroleum Concession Agreement 2009



-71.26 "Development Well" means a well drilled in accordance with the approved

Development Plan for the purpose of producing Petroleum.

1.27 "Discovery" means discovery of Petroleum as defined in the Rules.

1.28 "Discovery Area" means the area, as defined in the Rules.



1.29 "Dollar" or "$" means the lawful currency of the United States of America.

1.30 "Effective Date" means the later of the date on which the Licence has been granted

or this Agreement has been executed.

1.31 "Expenditure" for purposes, other than assessment of Income Tax, means

expenditure incurred in connection with or incidental to the conduct of Joint

Operations whether chargeable to the capital or the revenue account, including

operating costs, whether or not with respect to producing wells. Such expenditures

are more particularly classified and identified and set forth in the Accounting

Procedure.

1.32 "Exploration" or "Exploration Operations" means the search for Petroleum in the

Area previously not known to have existed, using geological, geophysical and other

methods and the drilling of Exploration Well(s) as more particularly defined in the

Rules.

1.33 "Exploration Well" means an exploration well as defined in the Rules.

1.34 “Field Gate” means a point as defined in the Rules.

1.35 "Gaseous/Gas Condensate Reservoir" means a Petroleum reservoir, which under

reservoir conditions of original temperature and pressure is predominantly in the

gaseous phase.

1.36 "Government" means the Federal Government of the Islamic Republic of Pakistan.

1.37 "Good International Oilfield Practices" means as defined in the Rules.

1.38 "Joint Account" means the set of accounts maintained by the Operator in

accordance with the Accounting Procedure and normal accounting practices, in

which the Operator shall record all charges, Expenditures and credit made by it in

carrying out the Joint Operations hereunder which are chargeable or creditable to

the Working Interest Owners as provided herein.

1.39 "Joint Operations" means all marine and land activities, including but not limited to

Petroleum exploration, prospection, development and production activities

conducted by Working Interest Owners under and pursuant to the terms and

provisions of this Agreement and the Joint Operating Agreement. It includes any

platform, subsea facilities, gas-oil separation, pressure maintenance, pipeline and

Model Petroleum Concession Agreement 2009



-8other transportation, storage or other ancillary activities necessary to facilitate the

production, processing, storage, transportation and disposal of Petroleum.

1.40 “Joint Operating Agreement" (JOA) means the Joint Operating Agreement attached

hereto as Annex-II.

1.41 "Lease" means any and all Petroleum Development and Production Leases which

may be granted by the Government in accordance with the Rules.



1.42 "Licence" means a licence for Petroleum Exploration granted in accordance with the

Rules.

1.43 "Liquid Reservoir" means a Petroleum reservoir which under reservoir conditions of

original temperature and pressure contains hydrocarbons, predominantly in the

liquid phase.

1.44 "Liquefied Petroleum Gas" or "LPG" means a mixture of Propane and Butane

separated from Natural Gas by compression, extraction or other processes and

marketed in conformity with the quality and specifications established by Pakistan

Standard Specification No. 1705-1976 for Commercial Butane - Propane Mixture as

amended from time to time.



1.45 "Minimum Expenditure" means the minimum Expenditure referred to in Article 3 in

respect of the initial term of the Licence or any renewal thereof.

1.46 "Minimum Work" or “Minimum Work Programme” means the minimum work

programme referred to in Article 3 in respect of the initial term of the Licence or any

renewal thereof.

1.47 "Ministry" means the Ministry for the time being in charge of Petroleum affairs.

1.48 "Natural Gas" means all petroleum which at standard atmospheric conditions of

pressure and temperature are in a gaseous phase including non-hydrocarbon

gases which are in association with and produced together with such gaseous

hydrocarbons.

1.49 "Operating Committee" means the Committee constituted pursuant to this

Agreement and the Joint Operating Agreement.

1.50 "Operator" means the entity designated by the Working Interest Owners to carry out

the Joint Operations pursuant to this Agreement and the Joint Operating

Agreement and approved by the Government pursuant to the Rules.

1.51 “Pakistani Incorporated Petroleum Company” means a company incorporated for

the purpose of petroleum exploration, development and production and existing

under the laws of Pakistan.

Model Petroleum Concession Agreement 2009



-91.52 "Petroleum" means all liquid and gaseous hydrocarbons as defined in the Rules.

1.53 . “Policy” means the Petroleum Exploration and Production Policy 2009

1.54 'Price Notification Period' means six monthly period starting at eight (8) A.M.

Pakistan Standard Time on 1st January and 1st July each year except that the first

period may commence from the start of Commercial Production till 30th June or 31st

December, as the case may be.

1.55 "Production" or "Production Operations" means activities, not being Development

Operations, undertaken in order to extract, save, treat, measure, handle, store and

transport Petroleum to storage or loading points or both and to carry out any type of

primary and secondary operations, including recycling, recompression,

maintenance of pressure and water flooding and all related activities such as

planning and administrative work and shall also include maintenance, repair and

replacement of facilities, and well workovers, conducted after the commencement

of Commercial Production.

1.56 “Reference Crude” means the crude oil or a basket of crude oils imported into

Pakistan during the first six months periods of the seventh months immediately

preceding the relevant price Notification Period for the purpose of gas price

calculation.

1.57 'Reference Crude Price' or 'RCP' means the weighted average C&F price (FOB

price plus freight on AFRA basis) of the Reference Crude.



1.58 "Rules" means the Pakistan Petroleum (Exploration and Production) Rules, 2009,

including all Schedules. “Rule” means a rule contained within said Rules.

1.59 "Significant Gas Discovery" means a Discovery of Natural Gas from an Exploration

Well in an Area as defined in the Rules.

1.60 "Significant Gas Discovery Area" means the portion of the Area defined by Working

Interest Owners with the approval of the Government pursuant to Article 6.6

covering a Significant Gas Discovery

1.61 "Surrender" means the termination or expiry or surrender of rights with respect to the

whole or any part of the Area including the expiration of rights according to the

terms of the Licence, the Lease(s), this Agreement and the Rules.

1.62 "Surrendered Area" means whole or part of the Area with respect to which the rights

of a party have terminated by Surrender or by assignment or by termination of the

business pursuant to this Agreement.

1.63 "Well head Value or Value" means the value of the Petroleum as defined in the

Rules.

1.64 “Work Unit” has the same meaning as specified in Annex X.

Model Petroleum Concession Agreement 2009



- 10 -



1.65 "Working Interest" means all or any undivided interest in the entirety of the

Petroleum Concessions, rights and obligations and liabilities imposed by the Rules,

this Agreement, the Licence and any Lease(s) granted pursuant to the Rules and

this Agreement, including the enjoyment of the exclusive right to explore and

prospect for, develop, produce, sell and otherwise dispose of Petroleum from the

Area, proportionate to which all working interest owners are obligated to bear and

pay its share of all costs and Expenditures (including royalties on production and

rentals), in exploring and prospecting for, drilling, developing, producing, selling and

otherwise disposing of Petroleum from the Area.

1.66 "Working Interest Owner" means an owner of a Working Interest.

1.67 "Year" means a period of twelve consecutive Months according to the Gregorian

calendar.



Model Petroleum Concession Agreement 2009



- 11 ARTICLE-2

RIGHTS AND LIABILITIES

2.1



THE PRESIDENT hereby grants to XYZ, ABC and GHPL (if applicable) the

Petroleum Concessions and other rights more particularly described in this

Agreement, including but not limited to conducting or causing to be conducted

Petroleum exploration, prospecting, development and Production Operations

hereunder including the transportation (whether by pipeline or otherwise), storage,

terminalling, export and sale of Petroleum, subject to the provisions of this

Agreement.



2.2



In respect of Joint Operations conducted under the authority of this Agreement, the

Licence or any Lease(s) granted over any part of the Area:

a)



XYZ/ ABC shall be the Operator, subject to the provisions of the Joint

Operating Agreement and no change in operatorship will take place without

the consent of the Government.



b)



The Joint Operations shall be conducted diligently, with due regard to Good

International Oilfield Practices and in conformity with the requirements of the

Rules and all applicable laws and regulations.



c)



Every important agreement and contract relating to Joint Operations shall be

consistent with the provisions of this Agreement and the Rules.



2.3



This Agreement contemplates Joint Operations which may require the construction

and operation of temporary or permanent exploration and production facilities

(including pipelines) both within and outside the Area. THE PRESIDENT, subject

to relevant rules, laws and policies, agrees to assist the Working Interest Owners in

the carrying out of all Joint Operations contemplated hereunder including the

construction and operation of such facilities and in obtaining for the Operator and its

contractors and subcontractors such communication permits (radio, telex, telefax,

telephone, PABX, etc.) or other clearances, permits and authorizations as shall be

necessary or convenient in this regard including the approval required for opening a

branch office in Pakistan.



2.4



This Agreement does not create a partnership or any taxable entity but is solely a

joint operating arrangement among the Parties.



Model Petroleum Concession Agreement 2009



- 12 ARTICLE-3

EXPLORATION WORK PROGRAMME

3.1



THE PRESIDENT has prior to or simultaneously herewith granted to XYZ, ABC and

GHPL (if applicable) a Licence in accordance with the Rules.



3.2



a)



The Licence shall be for an initial term of five (5) years. divided into two

phases (each referred to as a "Phase-I" and "Phase-II"), the first having a

duration of three Contract Years and the second having a duration of two

Contract Years. The Licence shall expire at the end of Phase I if the

Licencee does not fulfil its Minimum Work Commitment of Phase I and it

does not commit at least one firm exploration well for entering into Phase II.

Subject to Working Interest Owners meeting the requirements relating to

renewal set forth in the Rules, the Licence may be renewed for two (2)

further renewal periods not exceeding two years each, if the Working

Interest Owners request for such a renewal in writing to THE PRESIDENT,

in accordance with the Rules. Subject to the Working Interest Owners’

meeting the requirements of the Rules, the Licence may be renewed for the

purpose of Appraisal of a Discovery and shall be extended for drilling an

Exploration Well in progress in accordance with the Rules. The Licence will

also remain valid and automatically extended until a decision is made on a

pending application for the grant of a Lease in accordance with the Rules.



b)



The Operator shall commence Joint Operations within ninety (90) Days after

the Effective Date.



3.3



Subject to the provision of this Article 3, the Minimum Work Programme and

Minimum Expenditure to discharge the obligations, during the initial term provided

for in the Rules shall be as follows:



(a)



INITIAL TERM:

(i)



Phase One: Contract Years 1, 2 and 3 : 100 Work Units (or a

bench mark as indicated by the Government at the time of Invitation

to bid) plus *__ Work Units per Grid Area in the original Area, for

each of Contract Years and

(* Work Unit offered as bid obligation at the time of bidding)



(ii)



Phase Two: Contract Year 4 and 5: At least one exploration well to

be agreed by the Government before entering into Phase-II along

with corresponding work units.



The above Work Units shall be accomplished at any time prior to the end

of respective Phase of the Initial Term.



Model Petroleum Concession Agreement 2009



- 13 3.4



The Working Interest Owners hereby agree to pay to DGPC, as compensation for

non-performance, an amount equal to the value of total unaccomplished Work

Units (the value of 1 Work Unit shall be specified at the time of Invitation to Bid)

during relevant Phase of the Initial Term or during the First Renewal or Second

Renewal. In addition, if Working Interest Owner(s) do not carry out the Minimum

Work during any Phase of the Initial Term or the First Renewal or Second Renewal,

and do not pay the above compensation as per Rules, this Agreement shall

automatically terminate upon the termination of the respective Phase or Renewal in

which the Minimum Work was not carried out and Working Interest Owners shall

not have any right to further extensions or Renewals provided however, this

Agreement will continue to be valid for any Commercial Discovery(ies).



3.5



Working Interest Owners shall keep DGPC informed of the progress of each

well and shall:

(a)



promptly or forthwith inform DGPC of their proposals for testing;



(b)



test as per Good International Oilfield Practices, potentially productive

horizons indicated by wireline recording or otherwise; and



(c)



promptly undertake the technical evaluation of the test results and of all

other relevant subsurface data and submit the same to DGPC as soon as

possible.



3.6



Where the number of Work Units accomplished during any Period (a Period being

any Phase of the Initial Term and/or any Renewal) exceeds the Minimum Work for

that Period, the amount of such excess work shall be carried forward and credited

against the Minimum Work obligation of the next succeeding Period.



3.7



Neither Appraisal Wells nor seismic surveys carried out, as part of an Appraisal

Programme drawn up pursuant to Article 6 shall discharge the Minimum Work set

out in Article 3.3.



3.8



a) On the Effective Date and prior to the first Day of commencement of each

Phase, and where this Agreement has been renewed pursuant to Article

3.2(a), prior to the first Day of commencement of each Renewal, each

Working Interest Owner(s) shall provide an irrevocable and unconditional

bank guarantee or a parent company guarantee, substantially in the form

specified in Annex-VIII & IX hereto or any other guarantee as required and

notified by the DGPC. If DGPC elects to require a bank guarantee, the

aggregate amount of the unconditional bank guarantees shall be equal to

twenty five percent (25%) of the product of value of one Work Unit as

specified in Article 3.4 above and Total Work Units committed as under:

(i)



for the Phase I of the Initial Term, the total number of Work Units as

specified in Article 3.3(a)(i) and



(ii)



for the Phase II, First Renewal or Second Renewal, the total number of

Work Units as agreed with the Government before entering into the

subsequent Phase or renewal.

Model Petroleum Concession Agreement 2009



- 14 -



b) The amount of the bank guarantees submitted pursuant to Article 3.8(a) shall

be reduced on prorata basis at the end of each Contract Year on the request of

the Working Interest Owner(s) concerned, provided that the requirements set

forth in Article 25.2 are fulfilled.

c) As long as the Government holds a majority shareholding in any Working

Interest Owner(s), such WIOs will not be required to provide a parent company

or a bank guarantee.

3.9



If the Operating Committee is of the opinion that it is impossible to satisfactorily

complete an Exploration Well to the objective depth or formation, the Working

Interest Owners shall drill a substitute well within 6 months after the

abandonment of the Exploration Well in order to discharge the Minimum Work

obligation in respect of Phase I & II and subsequent Renewals as the case may

be. The Phase II of Initial Term or the Renewal Period as the case may be, shall

be extended in accordance with the Rules for a period of time equal in length to

the time needed for drilling and testing the substitute well. In the case of failure

to drill the substitute well, the obligation to drill a particular well, shall be deemed

to have been satisfied provided the Working Interest Owners Surrender the area

covering such geological structure and pay THE PRESIDENT the amount

corresponding to the un-discharged work units.

3.10



For the purpose of establishment of a Discovery Area, if there is difference of

opinion between Working Interest Owners and THE PRESIDENT and the Parties

are unable to reach a decision within thirty (30) Days, the boundaries of such

Discovery Area shall be determined by a recognized Petroleum consultant to be

appointed by THE PRESIDENT in consultation with the Working Interest Owners

within twenty (20) Days of the expiry of the aforesaid period to provide an

independent opinion for the purpose whose opinion shall be binding on the Parties.

The cost of such a consultant will be charged to the Joint Account.



Model Petroleum Concession Agreement 2009



- 15 ARTICLE-4

RELINQUISHMENT

4.1



On or before the end of Phase-I of the Licence the Working Interest Owners shall

relinquish not less than 30% of the original Area.



4.2



The Working Interest Owners shall relinquish an additional area equal to 20% of

the remaining Area, on or before the end of the Phase-II.



4.3



The Working Interest Owners shall relinquish an additional area equal to 10% of

the remaining Area, on or before the end of the first renewal.



4.4



Except as otherwise provided herein or in the Rules, the Working Interest

Owners shall relinquish the remainder of the original Area, at the expiration of the

Licence, or final renewal thereof.



4.5



The shape of the Area to be relinquished shall be determined by the Working

Interest Owners, provided, however, that (a) the Working Interest Owners shall

inform the Government of the description and the portion or portions of the Area

to be relinquished at least ninety (90) Days in advance of the date of

relinquishment or such lesser period as DGPC may allow, (b) the Working

Interest Owners shall consult with the Director General, Petroleum Concessions,

regarding the shape and size of each individual portion of the Area being

relinquished and (c) the area being relinquished shall be of sufficient size and

convenient shape (conforming to the grid system in force) to enable Petroleum

operations to be conducted thereon.



4.6



Working Interest Owners shall not be obligated to relinquish, pursuant to Articles

4.1, 4.2 and 4.3, any part of the Area which has been made subject to a Lease

and for which an application for grant of a Lease has been submitted in

accordance with the Rules.



4.7



Upon at least ninety (90) Days written notice to the Government, the Working

Interest Owners shall have the right to relinquish any portion of the Area, subject

to Article 4 and Article 7 and such portion can be credited against the mandatory

relinquishments pursuant to Articles 4.1, 4.2 and 4.3.



4.8



Relinquishment made in accordance with this Article 4 shall not relieve the

Working Interest Owners of:

(a)



the obligations to make payments to the Government under the Rules

and this Agreement prior to such relinquishment; and or



(b)



the Minimum Work and Minimum Expenditure obligations set out in

Article 3.



Model Petroleum Concession Agreement 2009



- 16 ARTICLE-5

WORKING INTEREST OWNERSHIP

5.1



As of the Effective Date and during the validity of this Agreement, the Working

Interests throughout the Area will be as under:

Local Company (ABC) and /or GHPL (if applicable):

:

:

XYZ



:

:

:



15% (Zone-I)

20% (Zone-II)

25% (Zone-III)

85% (Zone-I)

80% (Zone-II)

75% (Zone-III)



For the purpose of this Article 5, the Local Company means a company existing

under the laws of Pakistan with more than 50% shares held by Pakistanis.

5.2



At all times ABC will maintain the Working Interest, which is specified in Article 5.1

(Required Minimum Local Working Interest), provided however, in the event any

local E&P company, other than GHPL, subsequently intends to reduce its working

interest in a joint venture whereby the collective working interest(s) of local E&P

companies (including that of GHPL) becomes lower than the above threshold

specified for required minimum local Working Interest, GHPL shall have the first

right to make up the balance required minimum Pakistani working interest on point

forward basis without reimbursement or payment of any past cost, GHPL will

remain non-operator in such joint ventures.



5.3



Consortia of companies not meeting the minimum required local working interest

can still be granted an exploration licence provided such companies advertise in the

press within 15 days of the grant, inviting Pakistani incorporated companies and

GHPL to participate in the joint venture on the full participation basis under standard

Joint Operating Agreement. The Pakistani incorporated companies and GHPL shall

have the option to participate in the joint venture within 30 days.



5.4



The foreign E&P companies shall be deemed to have fulfilled their obligation with

respect to the minimum local participation if Pakistani incorporated companies

and/or GHPL do not take any interest.



5.5



Notwithstanding anything contained herein the GHPL may elect to contribute its

share of Expenditure out of funds allocated to it from IBRD Loan, or any other loan,

in which event the Operator shall be required to adopt the procedures for

procurement of goods and services of such loan funds in accordance with

procurement procedures/guidelines laid down by loan giving agency provided such

terms and conditions are in accordance with the prudent Good International Oilfield

Practices and do not hinder or delay the Joint Operations hereunder.



5.6



The Working Interest Owners may produce Petroleum from the Area as test or

early production as may be permitted by the Government pursuant to the Rules,

prior to the grant of a Lease.

Model Petroleum Concession Agreement 2009



- 17 ARTICLE-6

DISCOVERY AND DEVELOPMENT

6.1



In the event of a Discovery of Petroleum in the Area, Operator shall promptly

notify the DGPC in accordance with the Rules, and, by further notice in writing

within three (3) Months from the date of termination of drilling and testing of the

respective Exploration Well inform the DGPC whether or not the Discovery, in the

opinion of Operator, merits Appraisal.



6.2



If Operator notifies the DGPC that the Discovery does not merit Appraisal,

DGPC shall have the option, on three (3) Months written notice, to require

Operator to immediately relinquish the Designated Area unless the Operator has

provided valid justification to retain the area covering the Discovery. The

Designated Area shall:

(a)



(b)



not comprise more than the vertical projection to the surface of the

geological structure on which the Exploration Well resulting in the

Discovery was drilled; and

be determined based on geophysical and other technical information

obtained from the Discovery.



6.3



If Operator notifies DGPC that the Discovery merits Appraisal, Operator shall

submit to the DGPC for approval within six (6) Months from the date of

completion of the Exploration Well resulting in the Discovery, an Appraisal

Programme which highlights the Appraisal area and provides for the Appraisal of

the Discovery in the most efficient and timely manner.



6.4



Not later than three (3) Months from the date on which the Appraisal Programme

has been completed, or within such further period as the DGPC may reasonably

allow (taking into account the relevant technical and economic conditions),

Operator shall by notice in writing inform the DGPC, whether or not, in the

opinion of Operator, the Discovery is a Commercial Discovery or a Significant

Gas Discovery.



6.5



Where Operator has not informed the DGPC that the Discovery is a Commercial

Discovery or Significant Gas Discovery, the DGPC may, by notice in writing,

require Operator to immediately relinquish the Designated Area unless the

Operator has provided valid justification to retain the area covering the

Discovery. The Designated Area shall be determined as specified in Article 6.2.



6.6



In the event the Operator considers that the Discovery is a Commercial Discovery

or a Significant Gas Discovery, Operator will select the Discovery Area or

Significant Gas Discovery Area, which should not exceed the geological entity

covering the Commercial Discovery or a Significant Gas Discovery subject to the

limitations of the Area. The Operator will request DGPC for retention of Significant

Gas Discovery for period as allowed in accordance with the Rules together with the

justification. If the Operator does not declare a Significant Gas Discovery as a

Commercial Discovery during the allowed retention period, the Operator shall

relinquish the Significant Gas Discovery Area and the Licence shall terminate

Model Petroleum Concession Agreement 2009



- 18 automatically upon the termination of the allowed retention period. If Operator

declares a Commercial Discovery during the allowed retention period, Operator

will select the Discovery Area out of the Significant Gas Discovery Area, and the

provisions of the Agreement and the Rules for grant of approval of Development

Plan and the grant of Lease shall apply mutatis mutandis.

6.7



Where the Operator has by written notice notified the DGPC that the Discovery is

a Commercial Discovery such notice shall accompany, a detailed report on each

Commercial Discovery as provided for in the Rules for approval by DGPC. Within

a period not later than six (6) Months from the Date of Commercial Discovery or

within such time period as may be allowed by DGPC, the Operator will submit an

application for grant of Lease together with Development Plan for the each

Commercial Discovery for approval by DGPC.



6.8



The report on each Commercial Discovery shall cover all the relevant factors as

required under the Rules including, but not be limited to:

(a)

(b)

(c)

(d)

(e)

(f)

(g)



6.9



the chemical composition, physical properties and quality of Petroleum

discovered;

the thickness and extent of the production strata;

petrophysical properties of the reservoirs;

the productivity indices for wells tested at various rates of flow;

permeability and porosity of the reservoirs;

the estimated Production capacity of the reservoirs; and

all relevant economic and commercial information which is necessary for

the determination of a Discovery as a Commercial Discovery.



Each Development Plan shall contain detailed proposals by Operator for the

construction, and establishment of all facilities and services for and incidental to

the recovery, storage and transportation of Petroleum from the Area, as required

under the Rules including but not limited to:

(a)



(b)



(c)



description of the nature and characterization of reserves, data, statistics,

interpretation and conclusion of all aspects of the geology, reservoir

evaluation, Petroleum engineering factors, reservoir models, estimates of

reserves in place, possible Production estimates, nature and ratio of

Petroleum fluids and analysis of producible Petroleum;

proposals for the Development and Production of the Commercial

Discovery including possible alternatives, work programmes and budgets

and proposals relating to the disposition of Natural Gas. Operator should

make specific recommendations as to the particular Development

proposal that it would prefer. This should include information regarding

projections of the economics and profitability of the Joint Operations

related to such Development proposals.

proposals relating to the spacing, drilling and completion of wells, the

Production and storage installations, and transport and delivery facilities

required for the Production, storage and transport of Petroleum. Such

proposals will include, but not be limited to:

Model Petroleum Concession Agreement 2009



- 19 (i)



(d)



(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)



(m)

(n)



the estimated number, size and Production capacity of Production

facilities/platforms, if any;

(ii)

estimated number of Production wells;

(iii)

particulars of Production equipment and storage facilities;

(iv)

particulars of feasible alternatives for the transportation of

Petroleum including pipelines;

(v)

particulars of equipment required for the Joint Operations;

estimate of the rates of Production to be established and projection of the

possible sustained rate of Production in accordance with Good

International Oilfield Practices under proposed Development proposal

and/or alternative Development proposals;

cost estimates under such Development proposal and alternative

Development proposals, if any;

proposals related to the establishment of processing facilities (if any);

safety measures to be adopted in the course of the Joint Operations,

including a contingency plan and measures to deal with emergencies;

anticipated adverse impact on environment and measures proposed to be

taken for prevention thereof and for general protection of the environment;

a description of the organizational set up of Operator in Pakistan;

an estimate of the time required to complete each phase of the proposed

Development;

a description of the measures to be taken regarding the employment and

training of Pakistani personnel in accordance with the Rules;

a description of the abandonment plan, to be implemented whenever a

piece of equipment or facility or installation needs to be abandoned prior

to or on termination of this Agreement;

a map or maps of the outline of the discovered reservoir(s) together with

technical or other back up justification; and

a plan for utilization of local goods and services.



6.10



When the Government has approved the Development Plan, in accordance with

the Rules, it shall grant to the Working Interest Owners a Lease covering the

Discovery Area in accordance with the Rules promptly provided the Working

Interest Owners have furnished all requisite information to DGPC. The said

Lease shall, on the basis of the available seismic and well data, comprise the

Discovery Area to enable each Commercial Discovery to be developed and

produced efficiently. The duration of the Lease shall not exceed the time limit as

indicated in the Rules.



6.11



After approval of a Development Plan, Operator shall carry out the Joint

Operations substantially in accordance with this plan, subject to such

modifications, which may be necessary from time to time, which are approved by

the DGPC in accordance with the Rules.



6.12



Not less than ninety (90) Days prior to the beginning of each Calendar Year

following the commencement of regular shipments of Crude Oil, Condensate,

LPG or Natural Gas, Operator shall prepare and furnish to DGPC a forecast

statement, and the basis thereof, setting forth by quarters the total quantity of

Crude Oil, Condensate, LPG and Natural Gas (by quality, grade and gravity) that

Model Petroleum Concession Agreement 2009



- 20 Operator estimates can be produced, saved and transported hereunder during

such Calendar Year.

6.13



Operator shall, with respect to each Lease:

(a)



(b)



(c)

6.14



annually update and submit to DGPC maps required under Article 6.10(m)

on the basis of the then most recent well, geological, and geophysical

information indicating on such maps which reservoirs are in Commercial

Production including such parts of reservoirs which are required for water

injection;

within ten (10) Years of the commencement of Commercial Production

from each Commercial Discovery, relinquish such part of Development

Area which does not cover wholly or partially the vertical projections to the

surface of reservoirs from which Commercial Production is being obtained

or which are not required for water injection as per approved Development

Plan; and

provide DGPC with a map with description of the relinquished areas and

map referred to in Article 6.13(a) and (b) upon such relinquishment.



DGPC shall, within ninety (90) Days of receipt of the maps specified in Article

6.13(c) inform Operator in writing of:

(a)

(b)



DGPC approval of the relinquished areas, or

the need for Operator to relinquish further areas which are not vertical

projections to the surface of reservoirs from which Commercial Production

is being obtained, or which are not required for water injection.



Operator shall, within sixty (60) Days of DGPC notification under Article 6.14(b)

relinquish such area unless Operator disputes such notification in writing to

DGPC in which case dispute resolution proceedings may be initiated by Operator

through a sole expert unless mutually agreed otherwise, the cost of which will be

charged to Joint Account.

6.15



The Operator shall have an organisation in Pakistan with sufficient competence and

capacity to conduct the Joint Operations as required under the Rules.



6.16



If following the Discovery of Petroleum, a Working Interest Owner considers the

Discovery to be a Commercial Discovery, it may give notice in writing to the other

Working Interest Owners, stating in the said notice all the reasons for the evidence

supporting its opinion and inviting the other Working Interest Owners to participate

in the preparation of a Development Plan. If within ninety (90) Days of receipt of the

notice, other Working Interest Owners inform the Operator, that they agree to

participate in the Development of the Commercial Discovery, the Operating

Committee shall define the Discovery Area and instruct the Operator to proceed

with the preparation of the Development Plan. If any Working Interest Owner elects

not to join in the Development of the Commercial Discovery, it shall assign its

Working Interest in the Commercial Discovery on a pro rata basis to the remaining

Working Interest Owners as may be mutually agreed. The remaining Working

Interest Owners have the right to define the Discovery Area and develop the

Commercial Discovery at their own cost and THE PRESIDENT shall in accordance

Model Petroleum Concession Agreement 2009



- 21 with the Rules grant a Lease to the remaining Working Interest Owners. If a

Working Interest Owner proceeds to develop the Commercial Discovery at its own

cost, it shall own all of the production from such discovery and shall bear all the

cost of developing and operating such Commercial Discovery and the other

Working Interest Owners shall assign to it all their rights, title, and interest in and to

the Petroleum in the Discovery Area in accordance with the Rules, provided always

that such assignment shall be and remain contingent upon the Working Interest

Owners carrying out such development expeditiously.



Model Petroleum Concession Agreement 2009



- 22 ARTICLE-7

ASSIGNMENT, SURRENDER OF AREAS AND TERMINATION OF AGREEMENT

7.1



In accordance with the Rules , neither XYZ, ABC nor GHPL (if applicable) shall

sell, assign, transfer, convey or otherwise dispose of all or any part of its rights or

Working Interest under this Agreement, the Licence and any Lease without the prior

consent in writing of the Government.



7.2



a)



In the event XYZ or ABC or GHPL (if applicable) wishes to sell, transfer,

convey or otherwise dispose of, or assign all or any part of its rights or

Working Interest to a third party or an Affiliate, the request for such

assignment shall be processed in accordance with the Rules provided

however, the provisions of this Agreement regarding Required Minimum

Local Working Interest will be fully observed before such application for

assignment is made to the Government. The terms and conditions of any

assignment shall be subject to the approval of the Government.



b)



The rights and privileges granted to and obligations assumed by the

assignor under and pursuant to this Agreement, the Licence and any Lease,

to the extent of such assignment, shall inure to the benefit of and be binding

upon the assignee.



c)



As a condition to any assignment, the assigning Working Interest Owners

shall provide to THE PRESIDENT an unconditional undertaking by the

assignee to assume all obligations of this Agreement, the Licence and any

Lease.

In the case of a partial assignment, notwithstanding such

undertaking, the assigning Working Interest Owner remains jointly and

severally liable with the assignee for performance of its obligations.



d)



Any assignment covering less than a five percent (5%) Working Interest

shall not entitle an increase the number of representatives on the Operating

Committee and assignor and assignee shall agree upon a single

representative to represent their combined Working Interest.



7.3



If any Working Interest Owner deems it advisable to Surrender his rights in any

Licence such Working Interest Owner shall notify THE PRESIDENT and other

Working Interest Owners in writing of the proposed Surrender provided that such

Surrender shall not take place during the Phase I of the initial three years term of

the Licence before due fulfilment of Minimum Work and other obligations. If, within

thirty (30) Days thereafter, the other Working Interest Owners, notify such

surrendering Working Interest Owner in writing that they wish to retain their

Working Interest with respect to such Licence , any such Working Interest Owner

shall, to the extent that it legally may, assign all its rights and obligations therein to

the other Working Interest Owners pro-rata to their respective Working Interests or

as they may agree otherwise.



7.4



If no Commercial Discovery is made within a period of five (5) years from the

Effective Date, THE PRESIDENT shall have the right to terminate this Agreement

Model Petroleum Concession Agreement 2009



- 23 provided Working Interest Owners have not applied for extension or renewal

pursuant to the Rules.

7.5



If all Joint Operations are terminated, a Working Interest Owner, subject to the

Rules, shall be entitled to its share of non committed remaining funds and other

assets of the Joint Account.



7.6



If the circumstance or circumstances that result in termination under the Rules, are

remedied by the Working Interest Owners within a period of sixty (60) Days

following the notice of termination as aforesaid, or, where the breach is in-capable

of remedy and the Working Interest Owners have offered a reasonable

compensation in respect thereof, such termination shall not be effective.



7.7



Except as provided for in Article 27.3 if the circumstance or circumstances that

would otherwise result in termination under the Rules are the result of Force

Majeure, then termination shall not take place so long as such Force Majeure

continues and for such period thereafter as THE PRESIDENT may determine to be

reasonable.



7.8



The termination of this Agreement for whatever reason shall be without prejudice to

the obligations incurred and not discharged by the Working Interest Owners prior to

the date of termination.



7.9



In the event of termination pursuant to the Rules, THE PRESIDENT may require

the Working Interest Owners for a period not exceeding one hundred eighty (180)

Days, to continue Petroleum production activities at the cost of the Government

until the right to continue such production has been transferred to another entity.



7.10



Within ninety (90) Days after the termination of this Agreement pursuant to Article

7.6, unless THE PRESIDENT has granted an extension of this period, the Working

Interest Owner shall complete all reasonable and necessary action as directed by

THE PRESIDENT to avoid environmental damage or hazard to human life or third

party property.



Model Petroleum Concession Agreement 2009



- 24 ARTICLE-8

VALUE FOR ROYALTY PURPOSES

8.1



Value for all Petroleum produced and saved under a Licence or a Lease will be

determined in accordance with the Rules.



8.2



To facilitate computations, the Value of Petroleum shall be determined at the end of

each Month as the weighted average value of all such transactions that took place

during the Month.



Model Petroleum Concession Agreement 2009



- 25 ARTICLE-9

ROYALTY

9.1



The Working Interest Owners shall pay to the Government a royalty equal to 12.5%

of the Value of Petroleum produced and saved in accordance with the Rules.



Model Petroleum Concession Agreement 2009



- 26 ARTICLE-10

RIGHT OF ACQUISITION OF PETROLEUM

10.1



Should THE PRESIDENT require the Working Interest Owners to meet the internal

requirements of Pakistan according to the Rules, the following shall apply:

i)



If in any year there is Projected Domestic Demand, as determined by an

entity designated by the Government, in excess of production from

indigenous source, THE PRESIDENT may require Working Interest Owners

to sell Crude Oil in Pakistan on a pro-rata basis with other producers in

Pakistan, according to the Crude Oil production of each producer in a year.

The President shall give the Working Interest Owners at least three Months

notice in advance of such requirements and term of the supply will be on an

annual basis.



ii)

Whenever a Working Interest Owner is selling Crude Oil to THE

PRESIDENT or his designee such Working Interest Owner shall be entitled to

receive a price in US $ per barrel, for such Crude Oil delivered at its cost to the

nearest operating refinery which shall be calculated as under:a)



10.2



a)



1)



The arithmetic average of the FOB spot prices during the

Month of delivery of a basket of Arabian/ Persian Gulf Crude

Oils or a Crude Oil comparable in quality to Crude Oil

produced under this Agreement as mutually agreed; or



2)



In the event no agreement is reached as to the basket or a

comparable Crude Oil or on related matters then the basis

shall be FOB market price of a Crude Oil as may be mutually

agreed which can be demonstrated to be applicable to

contracts negotiated with unrelated parties for Arm’s Length

Sales under which the consideration is wholly cash, payable

on normal commercial terms.



b)



Plus freight on Average Freight Rate Assessment (AFRA) basis from

Ras Tanura to Karachi as notified from time to time which is deemed

chartered rate.



c)



Plus or minus a quality yield differential between Crude Oil produced

under this Agreement and the Crude Oil referred to in Article 10.1 (ii)

(a) above. For this purpose the differential shall be determined on

yield value based on refinery operating conditions where the Crude

Oil will be processed and at mutually agreeable reference prices of

Petroleum products prevailing in the Arabian/Persian Gulf and

published in an internationally recognized publication acceptable to

the Parties.



Working Interest Owners will be allowed to contract with Natural Gas

transmission and distribution companies and third parties, other than

residential and commercial consumers, for the sale of their share of

Model Petroleum Concession Agreement 2009



- 27 Natural Gas in Pakistan at negotiated prices in accordance with applicable

laws, rules and regulations.

b)



Subject to the considerations of internal requirements and national

emergencies, Working Interest Owners will be allowed to export their

share of Crude oil and Condensate as well as their share of Natural Gas

based on export licences to be granted by the concerned regulator. The

Windfall levy shall be applicable on such export licences. For the purpose

of the grant of such export licenses for Natural Gas, the export volumes

will be determined in accordance with “L15” concept provided a fair market

value for such gas is realized at the export point. Under the “L15” concept

the Natural gas reserves that exceed the net proven Natural Gas reserves

in Pakistan including the firm import commitments vis-à-vis Natural Gas

Projected Domestic Demand, for next fifteen years can be considered for

export. Once Natural Gas has been dedicated for exports, licenses for

such export volumes shall not be subsequently revoked.



c)



If the foreign Working Interest Owners sell Natural Gas to third parties in

Pakistan and want to remit sale proceeds in foreign currency abroad,

Government shall allow such Working Interest Owners to freely remit a

“guaranteed percentage” of their sale proceeds. The “guaranteed

percentage” shall be 75% of the total gross revenues from any Lease in

Zone I, 70% in Zone II and 65% in Zone III. The remaining gross income

in Rupees can be used to pay royalties, taxes and any other payments to

the Government as well as to meet local currency expenditures.



d)



Subject to overall market demand, the Working Interest Owner may

request and the Government will purchase their share of pipeline

specification gas through a nominated buyer which is effectively controlled

by it in acceptable daily, monthly and yearly volumes to meet the internal

demand in an economical manner provided there are no infrastructure

constraints. The delivery point shall be at the Field Gate. The

Government/gas buyer nominated by GOP shall pay the price for gas at

the Field Gate as set out hereof. In addition, the "guaranteed percentage"

for foreign exchange remittance as contained in Article 10.2(c) above will

apply to such sales.



e) Where a Nominated Buyer agrees in principle to purchase Natural Gas

pursuant to Article 10.2.(d) above,

(i). The Working Interest Owners shall construct, operate and maintain the

gas pipeline connecting the field to the Field Gate in accordance with

the Policy, applicable law, Rules and regulations. All costs associated

with such pipeline will be borne by the Working Interest Owners and no

transportation tariff will be paid by the Government/ gas buyer

nominated by the Government for this purpose.

(ii). The gas producer can arrange for the construction and operation of the

connecting gas pipeline outlined in (i) above, through an independent

Model Petroleum Concession Agreement 2009



- 28 third party provided the title of such pipeline is transferable to the

Government on expiry or early termination of relevant petroleum rights

No tariff will be payable by the Government/ gas buyer nominated by

the Government for this pipeline.

(iii). At the request of the Working Interest Owners, the buyer nominated by

the Government for purchase of the gas can consider the laying of a

pipeline, if required, from the Field Gate to the nearest transmission

system, at its own cost.

(iv). If an inter-connecting pipeline is proposed to be constructed by a third

party or the buyer, the producer will be required to confirm the requisite

gas supply volumes, pressures, reserves and other technical

parameters on standard supply term contract basis for a period to be

agreed between the parties and its tariff shall be determined and

notified by the regulator in accordance with the Policy, applicable law,

rules and regulations.

f) Whenever a Working Interest Owner(s) is selling pipeline quality Natural

Gas of acceptable specification to the Government nominated buyers, it

shall receive a price per Million British Thermal Unit (MMBTU). The price

to be paid to a Working Interest Owner(s) shall be determined for a six (6)

Monthly period (hereinafter referred to as "the Price Notification Period")

starting at eight (8) a.m. P.S.T. on 1st January and 1st July each year

except the first period which may commence from the start of Commercial

Production till 30th of June or 31st of December as the case may be.

(a) The price of acceptable pipeline quality Natural Gas shall be computed

and notified in United States Dollars per MMBTU according to the following

formula:

Pg = Pm * Dz / Cf

Where Pg is the Gas Price in USD per MMBTU

Pm is the Applicable Marker Price in USD per barrel determined as

follows:

When RCP is upto USD 20/barrel, Pm equals RCP;

When RCP is higher than USD 20/barrel and not over USD

30/barrel, Pm equals 20 plus 50% of the incremental RCP above

USD 20/barrel;

When RCP is higher than USD30/barrel and not over USD

40/barrel, Pm equals 25 plus 30% of the incremental RCP above

USD 30/barrel;

When RCP is higher than USD 40/barrel and not over USD

70/barrel, Pm equals 28 plus 20% of the incremental RCP above

USD 40/barrel;

Model Petroleum Concession Agreement 2009



- 29 When RCP is higher than USD 70/barrel and not over USD

100/barrel, Pm equals 34 plus 10% of the incremental RCP above

USD 70/barrel

The RCP ceiling of USD 100/barrel would be reviewed after every five years or as and

when the pricing dynamics significantly change in the international market.



Dz is the zonal index which shall have the value of 67.5% for Zone III;

72.5% for Zone II, 77.5% for Zone I Cf is the Applicable Conversion

Factor, the weighted average of the heating values expressed in MMBTU

per barrel for the basket of Arabian/Persian Gulf Crude Oils imported in

Pakistan

Illustration of the gas price working under 2009 Policy at C&F price of US$

35/barrel & US$ 140/barrel is attached as Annexure XI & XII, wherein floor price

is reflected as US$ 10 per barrel.

b.



c.



Not later than twenty (20) Days prior to the commencement of the Price

Notification Period during which the Operator expects first Natural gas

production to commence, the Operator shall submit to the Authority

concerned a calculation of the Reference Crude Price in US Dollars and the

Corresponding natural gas price to be fixed on the first Day of such

Notification Period.

Thereafter, Operator shall submit to the Authority concerned the relevant

Reference Crude Price and the corresponding natural gas price calculation

in US Dollars (applicable to each six (6) Month Price Notification Period prior

to each preceding 10th December and 10th June respectively.



d.



The prices so notified would be after rounding the quotient to four (4)

decimal places.



e.



THE PRESIDENT shall ensure that details of the quantities and C&F prices

of the Crude Oils imported into Pakistan as referred to in Article 10.2(g)

hereof, are supplied to Operator not later than twenty five (25) Days prior to

the commencement of the relevant Price Notification Period for the purpose

of calculations to be made pursuant to Article 10.2 f(g).



f.



Operator shall submit to the Authority concerned a draft pricing notification

setting out the US Dollar prices resulting from Article 10.2 (f)(a) above for the

relevant Price Notification Period at the same time as submitting the

calculation pursuant to Article 10.2 f(g) below (as the case may be)



g.



Such pricing notification shall be published in US Dollars in the official

Gazette for the purposes of the Gas Sales Agreement within forty five (45)

Days of the date of receipt of the aforesaid draft pricing notification.

Model Petroleum Concession Agreement 2009



- 30 Price of Natural Gas for Consumers will be adjusted biannually to synchronize

with the changes in the producer prices.

Where the specification and quality of the gas from an approved EWT is

acceptable to the buyer, the gas price shall entail a 10% discount from the

applicable gas price for that Zone.

h)

For the purpose of notification of gas prices under Article 10.2 above, the

authority concerned means Oil and Gas Regulatory Authority established

under the Oil and Gas Regulatory Authority Ordinance No. XVII of 2002 or

any other authority which may lawfully substitute OGRA.

10.3



For purchases of Condensate and LPG to meet internal requirements of Pakistan,

the price payable to Working Interest Owners, subject to Article 10.4, shall be

calculated as under:a)

The price in U.S. $ per Barrel allowed for Condensate, shall be equal to the

FOB price of internationally quoted comparable condensate delivered at the

nearest refinery gate plus or minus a quality yield differential, based on the

value in the Arabian Gulf spot products market of the crude oil/condensate.

No other adjustment or discount will apply, other than windfall.

b)

The price allowed for Liquefied Petroleum Gas produced from new projects

will be determined by the regulator as per Government Policy in vogue.



10.4



A windfall levy on Crude Oil/Condensate will be as follows.

Windfall Levy (WLO) on crude oil and condensate, using the following formula:

WLO = 0.5 x (M-R) x (P-B)

Where

WLO - Windfall Levy on crude oil and condensate;

M - Net production (produced and saved);

R – Royalty;

P - Market Price of crude oil and condensateas stated in Article 10.1 (ii) &

10.3 respectively above;

B - Base Price of crude oil and condensate.

The base price for crude oil and condensate will be USD 30 per bbl. This base

price will escalate each calendar year by USD 0.25 per barrel, starting from the

date of first commercial production in the Area.

Notwithstanding above, in the event Market Price of Crude Oil/Condensate

exceeds US$ 100/barrel, the 100% benefit of Windfall Levy over and above US$

100/barrel will pass on to the Government. The ceiling would be reviewed as and

when pricing dynamics significantly change in the international market.

For sale of natural gas to parties other than Government, a Windfall Levy (WLG)

will be applicable on the difference between the applicable Zone price as outlined

in Article 10.1 above and the 3rd party sale price using the following formula:

Model Petroleum Concession Agreement 2009



- 31 WLG = 0.5 x (PG-BR) x V

Where

WLG - Windfall Levy on share of natural gas;

PG – Third Party Sale Price of natural gas;

BR - Base Price;

V – Volume of gas sold to third party excluding Royalty.

The base price will be the applicable Zone price, as outlined in Article 10.2

above. Where the Third Party Sale Price of gas is less or equal to the base price,

the windfall price share shall be zero. The windfall price shall not apply on sales

of Natural Gas made to the Government.

Windfall levy shall be allowable as a tax deductible expense.



10.5



THE PRESIDENT or his designee shall purchase Crude Oil, Condensate, and

Natural Gas at the Field Gate. Title to and risk of loss of the Petroleum purchased

by THE PRESIDENT or his designee shall pass at the Field Gate.



10.6



THE PRESIDENT or his designee shall pay to a Pakistani Working Interest Owner

up to 30% of their sale proceeds in foreign exchange for all Petroleum purchases

in accordance with the provisions of this Article-10, to meet their Day to Day

operational requirements. For project financing after Commercial Discovery,

Pakistani Working Interest Owners will be required to make their own foreign

exchange arrangements. The rate of exchange prevailing on the date of transaction

except as specifically provided herein will apply. Payments for any Petroleum

purchased from the foreign Working Interest Owners by THE PRESIDENT or his

designee shall be by remittance in United States Dollars to a bank designated by

the foreign Working Interest Owners of an equivalent amount to within 30 Days of

receipt of invoice subject to the condition that in the case of sale of Natural Gas

such guaranteed percentage as referred to in Article 10.2 (c) will be applicable. If

not so paid, the unpaid balance shall bear interest after the due date at the rate of

1.5 percent per annum above LIBOR for one Month deposits of US Dollars as

reported in an agreed publication.



10.7



In the event that THE PRESIDENT or his designee is unwilling to purchase all or a

portion of any Working Interest Owner's share of Petroleum, such Working Interest

Owner shall have the right to export or otherwise dispose of such Petroleum at

competitive prices.



10.8



THE PRESIDENT shall have the right to purchase all or a portion of any Working

Interest Owners' share of Petroleum in case of a national emergency or war.



Model Petroleum Concession Agreement 2009



- 32 ARTICLE-11

DISPOSAL OF PETROLEUM

11.1



The Working Interest Owners shall, subject to Article 10 and the Rules, be

permitted to export their share of Petroleum or to dispose it of otherwise at any

time or from time to time, the foreign Working Interest Owners shall use their

good offices, to assist GHPL in disposing of its share of Petroleum produced

hereunder at the best available prices; provided that in no event shall foreign

Working Interest Owners be required to purchase or otherwise provide a market

for the GHPL share of Petroleum produced hereunder. GHPL shall reimburse the

foreign Working Interest Owners for all expenses incurred in rendering to GHPL

any such assistance on a no-profit no-loss basis.



11.2



The Working Interest Owners shall refrain from exporting Petroleum from Pakistan

to countries prohibited by the Pakistani laws, regulations and administrative

requirements.



11.3



Subject to the Rules, the Natural Gas which is not used in Joint Operations, and the

processing and utilization of which, in the opinion of the Working Interest Owners, is

not economical, shall be returned to the subsurface structure, or may be flared with

the approval of THE PRESIDENT in accordance with the Rules. In the event the

Working Interest Owners choose not to process and sell Natural Gas, THE

PRESIDENT may elect to off-take such Natural Gas at the outlet flange of the gasoil separator and use either itself or through its designee such Natural Gas if it is

not required for Joint Operations. There shall be no charge to THE PRESIDENT or

his designee for such Natural Gas.



Model Petroleum Concession Agreement 2009



- 33 ARTICLE-12

FOREIGN EXCHANGE

12.1



The Working Interest Owners shall contribute their share of all Expenditure of

exploring, developing and producing Petroleum in foreign exchange and in Rupees

as required giving due consideration to currency aspect of Expenditure, in

proportion to their respective Working Interests provided however that local

Working Interest Owners shall pay their share of Expenditure in Pak Rupees if their

Working Interest is less than or equal to 15% in Zone-I, 20% in Zone-II and 25% in

Zone-III. However, to the extent a foreign Working Interest Owner does not have

available sufficient amount in Pakistani Rupees to meet its share of Rupee

requirements, the Pakistani Working Interest Owners shall pay such amount in

Rupees and the foreign Working Interest Owner shall make payments to the same

extent in foreign exchange to the Pakistani Working Interest Owners.



12.2



If a Foreign Working Interest Owner assigns its Working Interest to a foreign entity

with the consent of THE PRESIDENT under Article 7, such Working Interest Owner

shall be allowed to retain abroad all proceeds resulting from such assignment.



12.3



The Operator shall keep the foreign exchange contributions of the Working Interest

Owners in a foreign currency bank account in a scheduled bank in Pakistan and

shall be free to utilize the amount thereof for incurring foreign exchange

Expenditures in accordance with the relevant foreign exchange rules and Joint

Operating Agreement subject to subsequent documentation of the amounts utilized.



12.4



Subject to the domestic supply obligations and export duties, each foreign Working

Interest Owner shall be entitled to export the Petroleum acquired by them under

this Agreement, in accordance with the relevant foreign exchange rules and as

provided for herein.



12.5



Each foreign Operator ( and its registered branch in Pakistan) shall have the right

to retain abroad and to freely make use of sales proceeds from the export of their

share of Petroleum produced from any Licence or Lease granted under this

Agreement provided the total amount retained abroad and repatriated from

Pakistan will not exceed:

a)



net profits as per its profit and loss account for that Year, as subsequently

audited by a firm of Chartered Accountants in Pakistan, after providing for

any and all of its operating expenses for that Year including the sum of

payments and taxes on income under this Agreement and the depreciation

of its depreciable assets, plus



b)



the funds representing such depreciation, depletion and amortization as

charged to its profit and loss account for that Year.



c)



all other expenses incurred abroad by the Working Interest Owners, in

connection with the Joint Operations under the Agreement and charged to

its profit and loss and capital account for the Calendar Year.

Model Petroleum Concession Agreement 2009



- 34 -



12.6



The Operator and the other foreign Working Interest Owners shall remit funds to

Pakistan through normal banking channels sufficient to meet all Pakistani Rupee

obligations under the Agreement to the extent Pakistani Rupees are not available to

them in Pakistan.



12.7



The foreign Working Interest Owners shall not avail of any Rupee borrowing

facilities.



12.8



The rate of exchange to be applied to all currency conversion transactions and

calculations under this Agreement shall be the official rate of exchange, as

established by of the State Bank of Pakistan (SBP) prevailing on the date of the

transaction. [In case SBP ceases to publish this rate, the arithmetic average of the

average inter-bank selling rate quoted by the Royal Bank of Scotland, National

Bank of Pakistan, Bank Alfalah, Standard Chartered Bank and United Bank Limited

may be used].



12.9



All remittances of funds under this Article shall be permitted by the State Bank

of Pakistan to be made without any delay or additional cost to the Operator or the

Working Interest Owners.



12.10 Local E&P companies will, on a case to case basis, be entitled during the

exploration phase to receive foreign exchange against payment in Pakistani

currency to meet their day to day obligations under this agreement. After

commercial discovery, local E&P companies would be paid up to 30% of their sale

proceeds in foreign currency to meet their day to day operational requirements. For

project financing after commercial discovery, local E&P companies will be required

to make their own foreign exchange arrangements except for companies in which

GOP holds majority shareholding.

12.11 The Government will allow foreign Working Interest Owners to remit a “guaranteed

percentage” of their share of sale proceeds provided such guaranteed percentage

shall be 75% of the total gross revenues from any Lease Area in Zone-I, 70% in

Zone-II and 65% in Zone-III. The remaining gross income in Rupees can be used

by foreign Working Interest Owners to pay royalties, taxes and any other payment

to the Government as well as to meet other local currency Expenditures.

12.12 E&P company shall have full right of control over movement of funds out of bank

accounts established for the purpose of Joint Operations but may be required to

provide the SBP or any Government designated office, bank statements with an

explanation of each deposit, or payment from such account, and shall supply on

quarterly basis, in a form acceptable to the SBP, or such designated office full

particulars of foreign exchange transactions related to an agreement.



Model Petroleum Concession Agreement 2009



- 35 ARTICLE - 13

IMPORTS AND EXPORTS

13.1



(a) The Operator (Petroleum Exploration & Production Company), its

contractors and subcontractors engaged in Joint Operations under this

Agreement shall be permitted to import, export, transfer and dispose the

machinery, equipment, materials, specialized vehicles, accessories, spares,

chemicals and consumables etc. in accordance with SRO 678 (I)/2004

dated 7th August 2004 (Annex-IV), along with applicable CGOs and the

provisions of this Agreement. No licence or import-cum-.export authorization

fee shall be levied on such imports /exports in accordance with Import

Policy Order 2004.

(b) The initial list of machinery, equipment, materials, specialized vehicles,

accessories, spares, chemicals and consumables etc. required for Joint

Operations approved by the relevant Regulatory Authority under Article 13.1

(a) above is attached as Annex-V hereto. The Operator shall, however, as

provided in the Rules, give preference to goods which are produced or are

available in Pakistan and services which are rendered by Pakistani

nationals and companies provided such goods and services are offered on

competitive terms. National firms which appear capable of supplying goods

and services of the type demanded shall always be included in invitations to

bid. For classification of items imported by the Operator, its contractors or

subcontractors, the harmonized system of classification will be followed.

(c)



Foreign employees and consultants of the Operator and its contractors and

subcontractors will be entitled to import/export used and bonafide personal

and household effects, excluding passenger vehicles, in accordance with

instructions contained in Central Board of Revenue’s (Now Federal Board of

Revenue’s) letter C. No. 10 (14) /93-ICM&CON dated 13th June, 1994

(Annex-VI).



13.2



The Operator, its contractors or their subcontractors shall be entitled to export such

of their items as have been imported into Pakistan and are not required for the Joint

Operations without restriction and without the payment of any fee, tax or export

duty. Drawbacks if admissible will be available as per relevant rules. The Operator

shall ensure that equipments/material imported by it, its contractors or

subcontractors under this Article against its import-cum-export authorization are

exported if all the Joint Operations under this Agreement are terminated unless

otherwise permitted in accordance with this Agreement.



13.3



The permission required under this Article 13.3(a) shall not be necessary with

respect to the transfer of title to any property made pursuant to or incidental to any

assignment by the Working Interest Owners of all or any part of its Working Interest

under the provision of Article 7 of this Agreement.

(a)



The Operator, and its contractors and their subcontractors shall maintain

proper accounts, statements and records of all consumable stores received

and expended and send copies thereof (in duplicate) to the customs

Model Petroleum Concession Agreement 2009



- 36 authorities concerned by the 15th of January each year and finally within

fifteen (15) Days of the closing of operations in Pakistan.

(b)



(i)



Commissary stores can be imported after the first arrival of an

expatriate employee of the Operator, its contractors and their

subcontractors in accordance with instructions contained in the

Central Board of Revenue's (Now FBR) letter C.No. 10(14)/93ICM&CON dated 13th June, 1994 (Annex-VI). Such imports shall be

confined to the items shown in Annex-IX excepting such items as are

locally available of proper standard. Such items shall be specified

annually by the Ministry of Commerce.



(ii)



As soon as an expatriate employee arrives in Pakistan, an application

will be made for grant of authorization for the commissary stores

required for him indicating the duration of his proposed stay in

Pakistan.



(iii)



Account for the sale of tobacco and liquor (if imported) and medicines

will be maintained for each individual while those of the other items

will be maintained on an over-all basis.



(iv)



Items of food and other commissary goods will be stamped clearly to

avoid resale in the Pakistani market.



(v)



FBR booklets will be maintained by individuals.



(c) Import of any other items such as arms, ammunition etc., and pets will not

be permitted unless the conditions for their import such as arms licences

from district authorities, quarantine requirements etc., are complied with.

13.4



Subject to the rights granted under the provisions of this Agreement and particularly

those granted under this Article 13, any items which are banned for import into

Pakistan under the Import/ Trade Policy in force from time to time shall not be

permitted without specific permission to be obtained before shipment of goods from

abroad.



13.5



The Operator and its contractors and subcontractors shall not be liable to pay any

tax, assessment, levy, octroi or charge imposed or levied on the transportation or

movement of the scheduled machinery and equipment to and from the Area or on

any item imported under this Article 13.



13.6



Imports/Exports except as provided in this Article 13 shall be affected in

accordance with the Import/Export Trade Policy in force on the Effective Date.



13.7



Contracts for at least ten percent (10%) of the computer software requested shall

be awarded by the Operator to Local Companies to use the local software

capabilities, subject to such software capabilities being available at competitive

prices.

Model Petroleum Concession Agreement 2009



- 37 ARTICLE-14

TAXATION

14.1



Income tax on profits or gains derived from the Joint Operations hereunder, shall be

at the rate of 40% of profit and gains as determined and assessed in accordance

with the provisions of the Income-Tax Ordinance, 2001 (No. XLIX of 2001)

hereinafter referred to as the "Ordinance" and the rules contained in Part I of the

Fifth Schedule to the Ordinance, (hereinafter referred to as the "Fifth Schedule") as

in force on the Effective Date.



14.2



Where any Expenditure allocable to a Surrendered Area or to the drilling of a dry

hole is deemed to be lost under rule 2(2) of the Fifth Schedule, such Expenditure

shall be allowable as provided in rule 2(3) of the Fifth Schedule in relation to the

Expenditure in question and in accordance with the respective Working Interest at

the time such Expenditure was incurred in the Area in the relevant operation;

provided, that, in accordance with clause (3) of Schedule to the Regulation of Mines

and Oilfields and Mineral Development (Government Control) Act, 1948

(hereinafter referred to as the ("Schedule to Regulations"), all Expenditures

deemed to have been lost in terms of rule 2(2) of the said Schedule to Regulations

shall be allowed to be set off against all the other income of the Working Interest

Owners (other than dividend income) accruing or arising from or under any

separate business or undertaking or this Agreement or from any other past, present

or future agreement of the Working Interest Owners with THE PRESIDENT for

Petroleum exploration and production or from any other activity, on a fully

consolidated basis in accordance with rule 2(3) ( ) of the Fifth Schedule.



14.3



Depreciation shall be allowed to the Working Interest Owners in accordance with

the provisions of the Ordinance and in particular, the Third Schedule thereof.



14.4



In case of any disagreement in respect of taxation matters arising from any of the

provisions of this Agreement including its Annexes, and the provisions now in effect

of the Ordinance, and the Fifth Schedule thereof, read in conjunction with the

Regulation of Mines and Oilfields and Mineral Development (Government Control)

Act, 1948 as amended that are in force on the Effective Date, then the provisions of

the Ordinance, the Fifth Schedule thereof, and the said Regulations in force on the

Effective Date shall prevail.



Model Petroleum Concession Agreement 2009



- 38 ARTICLE-15

MANAGEMENT AND OPERATIONS

15.1



The Operator shall prepare an annual work programme and budget for each

Calendar Year during the term of this Agreement. Each such work programme and

budget shall set out in reasonable details, the work to be carried out, facilities to be

purchased or created, training and employment programme, establishment,

salaries and wages, social welfare schemes to be undertaken, and an estimate of

the Expenditure to be incurred. The Operator shall present such work programme

and budget to the Government and the Working Interest Owners before the start of

each Calendar Year and thereafter provide a quarterly update on the

implementation of such work programme and budget.



15.2



The first work programme and budget shall cover one complete Calendar Year as

well as the remaining part of the Calendar Year from the Effective Date.

Thereafter, such annual work programmes and budgets shall be prepared and

submitted to the Government and the Working Interest Owners at least ninety (90)

Days prior to the first Day of each Calendar Year.



15.3



All important matters concerning Joint Operations hereunder shall be submitted for

the approval to the Operating Committee composed of at least one representative

of each Working Interest Owner and the Chairman nominated by the Operator.

The representative of each Working Interest Owner shall have a vote equal to the

percentage Working Interest owned by each Working Interest Owner. All decisions

of the Operating Committee shall require a combined voting interest of more than

seventy percent (70%) for all operations except as stipulated in this Agreement.



15.4



The Operator shall conduct all Joint Operations in accordance with the Rules. In

case the Rules do not provide for a specific operation, the normal Good

International Oilfield Practices shall be followed. The Operator shall set up an

organization in Pakistan with sufficient competence and capacity to conduct and

perform the Joint Operations in accordance with the provisions of the Rules and

this Agreement.



15.5



All pipelines constructed by for the Working Interest Owners shall be operated

under open access regime and to the extent that the throughput capacity of any

pipeline that may be constructed for the purposes of Joint Operations, is not

required to be utilized by the Working Interest Owners for the transportation of

Petroleum produced for their account, such pipeline capacity may be used by the

Government for any Petroleum purchased by the Government hereunder from the

Working Interest Owners and by any other Petroleum company in Pakistan, in

accordance with applicable regulations notified from time to time and each of them

shall pay the Working Interest Owners for such use a tariffs as approved by the

concerned regulator. Income so derived by a Working Interest Owner shall be

assessed for income tax purposes on the same basis as its income from Petroleum

produced for its account.



Model Petroleum Concession Agreement 2009



- 39 -



ARTICLE-16

REPORTS AND INFORMATION

16.1



THE PRESIDENT shall allow the Operator access, at all reasonable times, to all

geological, geophysical, well and other technical data which is in public domain on

the Effective Date pertaining to the Area and any free adjoining areas. If and when

requested by the Operator, THE PRESIDENT shall provide or supply to the

Operator copies of such data on payment of actual reproduction and other costs of

the data and on such terms and conditions as it may determine. Such data shall not

be disclosed to any third party except to Operator's employees and consultants

including banks and financial institutions for the purpose of financing who shall be

similarly bound to treat it as strictly confidential.



16.2



The Operator shall furnish to the Director General, Petroleum Concessions all data,

information & record and reports as required in accordance with the Rules.



16.3



Unless otherwise agreed to by THE PRESIDENT in the case of export of any rock

or Petroleum samples from Pakistan for the purpose of testing and analysis,

samples equivalent in size and quantity shall, before such exportation, be delivered

to THE PRESIDENT.



16.4



Originals of records and other data can be exported only with the permission of

THE PRESIDENT provided, however, that magnetic tapes and any other data

which must be processed or analyzed outside Pakistan may be exported with the

prior approval of the DGPC if a comparable record is maintained in Pakistan and

provided that such exported records and data shall be repatriated to Pakistan.



16.5



Any person or persons authorized by the Director General, Petroleum Concessions

shall subject to reasonable notice be entitled to be present, at the cost of the

Working Interest Owners during any or all of the Joint Operations provided that

such persons abide by the applicable safety rules.



16.6



The Operator shall, as far as reasonably practicable, correctly label and preserve

for a period of twelve (12) Months or such longer period as required by DGPC for

reference, characteristic samples of strata or water encountered in any bore-hole or

well and samples of any Petroleum discovered in the Area. The characteristic

samples of said strata shall include, but not be limited to, cuts of all cores, and cuts

of all ditch samples. All characteristic samples including ditch and core samples,

shall be supplied by the Operator to THE PRESIDENT.



Model Petroleum Concession Agreement 2009



- 40 ARTICLE-17

TRAINING AND EMPLOYMENT

17.1



The Operator agrees to employ qualified nationals of Pakistan in its Joint

Operations and, to undertake their schooling and training for staff positions,

including administrative and executive management positions. Preference will be

given to employment of nationals and unskilled workers from the Area. The

operator including its contractor(s) shall ensure the employment of unskilled

workers of the area, at local/district level, to the extent of at-least 50% of their

unskilled workers category. The Operator undertakes to gradually replace its

expatriate staff with qualified nationals as they become available. An annual

programme for employment and training of nationals of Pakistan shall be

established by the Operator and submitted for approval to the Director General,

Petroleum Concessions at least (90) Days in advance. Such programme shall be

included in the annual work programme and budget of the companies. Within thirty

(30) Days of the end of each Calendar Year, the Operator shall submit a written

report to DGPC describing the number of personnel employed, their nationality and

positions and the status of training programme for nationals of Pakistan.



17.2



The Operator shall also be required to establish a programme, satisfactory to THE

PRESIDENT to train personnel of the Directorate General of Petroleum

Concessions and the Government locally and abroad to develop the capability of

such personnel to effectively perform their duties related to the supervision of the

Petroleum industry. Such training programme shall cover both technical and

management disciplines (e.g., geology, geophysics, engineering, project

management, accounting, legal) and shall include on-the-job training and

participation in in-house seminars. The scope of training will cover

internship/scholarships and training of the local inhabitants in different institutions.



17.3



From the Effective Date and up to the date of Commercial Discovery the Working

Interest Owners, other than GHPL shall subject to the guidelines issued by the

Government from time to time, spend a minimum of twenty five thousand United

States Dollars (U.S. $25,000) per year during exploration phase and during

development and production phase a minimum of fifty thousand United States

Dollars (US$ 50,000) per year on training. This Expenditure will be subject to

upward review from time to time. The unspent training amount during a year,

unless agreed otherwise, shall be deposited into a special account maintained for

the purpose by the Directorate General of Petroleum Concessions. All such

expenditure shall be treated for Pakistani income tax purposes as wholly and

exclusively incurred for the purpose of the income under rule 2(3), 2(4) or 2(5) of

the Fifth Schedule as may be appropriate.



Model Petroleum Concession Agreement 2009



- 41 ARTICLE-18

CONTRIBUTION TO JOINT OPERATIONS

18.1



Except as otherwise provided for in this Agreement, all Expenditures on Joint

Operations shall be shared and borne by the Working Interest Owners in proportion

to their Working Interests provided however that the local Working Interest Owners

shall pay their share of Expenditure in Pak Rupee if their Working Interest is less

than or equal to15% in Zone-I, 20% in Zone-II and 25% in Zone-III.



18.2



At least thirty (30) Days prior to the first Day of each calendar quarter, the Operator

shall submit an itemized estimate of such Expenditures for each Month of the

quarter and each Working Interest Owner shall pay to the Operator its proportionate

share of such estimated Expenditures in Monthly instalments. Each Monthly

installment shall be paid as provided for in the Joint Operating Agreement.



Model Petroleum Concession Agreement 2009



- 42 ARTICLE-19

DEVELOPMENT FINANCING

19.1



Any of the Working Interest Owners shall have the right to obtain project financing

for the development of a Commercial Discovery. THE PRESIDENT may, where

possible, upon request of a Working Interest Owner, use his good offices to assist

in all things necessary to facilitate project financing by a consortium of banks for

any portion of the development Expenditure.



19.2



Any Working Interest Owner may, upon informing the other Working Interest

Owners and with the prior approval of THE PRESIDENT create an equitable

charge on its Working Interest to any reputable financial institution acceptable to

THE PRESIDENT on any or all of its rights hereunder, to secure the prompt

payment of sums of money, principal and interest, so borrowed and the full faithful

discharge of any and all obligations which it may undertake to obtain financing from

such financial institution for the purpose of this Agreement.



Model Petroleum Concession Agreement 2009



- 43 ARTICLE-20

REFINERY, LPG AND NATURAL GAS PROCESSING PLANTS

20.1



The Working Interest Owners can setup a refinery in accordance with the relevant

Rules and the policy in force.



20.2



The Working Interest Owners renounce any claim to participate, on grounds of

production of Crude Oil in Pakistan, in a refinery which may be set up by THE

PRESIDENT.



20.3



The Working Interest Owners shall have the sole and exclusive right to establish,

install and operate LPG or Natural Gas processing plants in the Area in accordance

with the relevant law, rules or regulations, provided that if they fail to commence the

installation of an LPG or Natural Gas processing plant in the Area within four (4)

Years of the grant of the Lease unless otherwise agreed between THE

PRESIDENT and the Working Interest Owners, their exclusive right to establish

such plant(s) within the Area will cease. Thereafter, THE PRESIDENT or his

designee will have the option to establish, install and operate LPG and Natural Gas

processing plant(s) in the Area, provided that the Working Interest Owners are

given an opportunity to participate in such plant(s). The public sector companies

would however be governed under relevant Policy in vogue.



Model Petroleum Concession Agreement 2009



- 44 ARTICLE-21

OTHER MINERALS

21.1



When any mineral (other than Petroleum and minerals necessary for the generation

of nuclear energy) is discovered by Operator and THE PRESIDENT does not have

a pre-existing policy for development and exploitation of such mineral by a nonPakistani company, the Operator can elect within six (6) Months after the date on

which Operator notifies the Director General Petroleum Concessions of such

discovery, to develop and exploit such mineral subject to reaching an accord with

the appropriate licensing authority as to the terms and conditions of an agreement

governing the development and exploitation of such mineral.



21.2



Discovery of all minerals necessary for the generation of nuclear energy, including

inter alia Uranium, Thorium, Zirconium, Niobium, Hafnium, Lithium and Vanadium

shall be reported by Operator to the Pakistan Atomic Energy Commission and the

Director General, Petroleum Concessions. The Working Interest Owners shall

have no right to develop and exploit such nuclear minerals unless specific approval/

concurrence is given by the Pakistan Atomic Energy Commission for the

development and exploitation of these nuclear minerals.



21.3



Minerals, other than those necessary for the generation of nuclear energy,

produced in suspension or combination with Petroleum, shall belong to the Working

Interest Owners, subject to payment of royalty if marketed. Royalty shall be at the

rate specified by the appropriate authority.



21.4



The income derived from the minerals, produced in suspension or combination with

Petroleum, shall be governed by Part II of the Fifth Schedule of the Income Tax

Ordinance 2001 (No. XLIX of 2001) as amended from time to time.



21.5



The rights granted to the holder of a Petroleum right shall not in any way prejudice

or affect any of the powers of THE PRESIDENT as provided for in the Rules.



Model Petroleum Concession Agreement 2009



- 45 ARTICLE-22

AUDIT

22.1



The Operator shall maintain correct and accurate records and accounts of all

Expenditures made for Joint Operations, of all production obtained from the Area

and of all property acquired for the Joint Account or disposed of in accordance with

normal industry practices and the Accounting Procedure. The accounts shall be

audited for the period from the Effective Date to the end of the Calendar Year, and

thereafter annually by an independent firm of chartered accountants selected by the

Operator and approved by the Operating Committee. Copies of the audit reports

shall be delivered to THE PRESIDENT and to each of the Working Interest Owners

within six Months of the end of each Calendar year. If neither THE PRESIDENT

nor the Working Interest Owners or any of them shall take exception to any such

audited accounts within six Months after their receipt of copies of the report relating

thereto, the same shall be final and binding on the Working Interest Owners and

THE PRESIDENT; provided however, that the accounts and support vouchers and

documents, together with such reasonable facilities as may be required for the audit

of the Joint Operations, shall be made available to auditor nominated by THE

PRESIDENT who may take such action as he deems fit within two years from the

date of receipt of the said report by THE PRESIDENT and (notwithstanding the

above provision regarding finality after six Months) THE PRESIDENT and the

Working Interest Owners shall, where necessary, take appropriate action with

regard to any matter arising out of the auditor report.



22.2



THE PRESIDENT and/or a non-Operator Working Interest Owner(s) shall have the

right, at its sole expense, to audit the Joint Account and related records for any

Calendar Year or portion thereof at any time provided thirty (30) Days advance

notice is given to the Operator.



22.3



The Operator shall retain the records and accounts with this Article for a period as

may be provided for in the Rules or for such longer work as may be appropriate

under the relevant laws.



Model Petroleum Concession Agreement 2009



- 46 ARTICLE-23

PRODUCTION BONUSES

23.1



The Working Interest Owners, other than the GHPL/ (if applicable), shall pay THE

PRESIDENT on an Area basis, the following production bonuses:

CUMULATIVE PRODUCTION

(MMBOE)

At the start of Commercial Production

30

60

80

100



AMOUNT

(US$)

600,000

1,200,000

2,000,000

5,000,000

7,000,000



For avoidance of doubt, the production obtained during EWT period will be treated

as a part of cumulative production for the purpose of determining production

bonuses as stipulated in the rules.

23.2



Pakistani Working Interest Owners other than GHPL (if applicable) will pay their

share of Production Bonuses in Rupees equivalent of United States Dollar

converted at the prevailing exchange rate on the day of transaction. GHPL will not

pay the production bonuses as long as GOP is the majority shareholder of this

company.



23.3



Payments due under this Article shall be made within thirty (30) Days from the date

on which the respective production bonus becomes payable. Production bonuses

will be expensed on social welfare development projects in and around the Area, as

per Guidelines, issued by the Government from time to time.



23.4



Payments made under this Article are not to be amortized, expensed, or credited

for Pakistani Income Tax purposes.



23.5



In the event a Working Interest Owner elects not to join in the development of a

Commercial Discovery, such a Working Interest Owner shall have no obligation to

pay the bonuses provided for in this Article 23. In that case the total amount of

production bonus shall be paid by the remaining Working Interest Owners pro-rata

to their Working Interest.



Model Petroleum Concession Agreement 2009



- 47 ARTICLE-24

INSURANCE AND INDEMNIFICATION

24.1



The Operator shall comply with all applicable workmen’s compensation and

employers’ liability laws and insurance laws of Pakistan.



24.2



To ensure that the Working Interest Owners meet their obligations to third parties,

and or to Government agencies, that might arise in the event of damage, and injury

(including environmental damage or injury, removal of wrecks and cleaning up as a

result of accidents) caused by Joint Operations, notwithstanding that the damage is

accidental, the Working Interest Owners, through the Operator, shall maintain in

force a third party liability insurance policy covering their activities and those of their

contractors and sub-contractors and the employees of all such parties. Such

insurance policy shall include THE PRESIDENT as an additional insured, shall

waive subrogation against THE PRESIDENT and shall provide that it may not be

canceled except upon thirty (30) Days prior written notice to THE PRESIDENT. A

certificate evidencing such insurance policy shall be furnished to THE PRESIDENT

within ninety (90) Days of the Effective Date. The limits, coverage, deductible and

other terms thereof shall be furnished to THE PRESIDENT. To the extent that such

third party liability insurance is not available or is not obtained, or does not cover

part or all of any claims or damage caused by or resulting from Joint Operations,

the Working Interest Owners shall remain fully responsible and shall defend,

indemnify and hold THE PRESIDENT harmless against all such claims, losses and

damages of any nature whatsoever.



24.3



The Working Interest Owners shall, under the Rules, take out and maintain such

insurance through the Operator as THE PRESIDENT may approve against any

liability which the Working Interest Owner(s) may incur.



24.4



The Working Interest Owners, shall in accordance with the Rules, effectively

indemnify, defend and hold harmless THE PRESIDENT, at all times against all

proceedings, costs, charges, claims, losses, damages and demands whatsoever,

including, without limitation, claims for loss or damage to property or injury or death

to persons, caused by or resulting from any Joint Operations conducted by or on

behalf of the Working Interest Owners, by any third party, or any thing done or

purporting to be done in pursuance thereof provided that the Working Interest

Owners shall not be held responsible to THE PRESIDENT under this Article 24 for

any loss, claim, damage or injury caused by or resulting from any negligent action

of any concerned personnel of THE PRESIDENT.



Model Petroleum Concession Agreement 2009



- 48 ARTICLE-25

PARENT COMPANY/BANK GUARANTEE

25.1



Subject to Article 3.8(a), each Working Interest Owner, excluding the GHPL/ if

applicable, shall procure and deliver to the Government on or prior to the

Effective Date of this Agreement and hereafter before the first day of any

subsequent Phase or Renewal:

(a)



either an irrevocable, unconditional bank guarantee from a reputable bank

of good standing in Pakistan acceptable to the Government for such

Working Interest Owner’s share of non-performance compensation as

specified in Article 3.4, in a form and substance (acceptable to the

Government) as set out in Annex-VIII ; or

a guarantee in favour of the Government, from its Parent Guarantor,

acceptable to the Government, in form and substance set out in Annex-IX

as required and notified by Government; or.

the President may also consider accepting a proposal of a local Working

Interest Owners as to the provision of guarantee as is allowed under the

applicable policy which may be in the form of first & preferred lien on

Petroleum Production and or assets etc. in Pakistan;

the President may also consider accepting a proposal of opening “joint

escrow account” against minimum financial obligation of minimum work

programme.



25.2



(b)



a legal opinion from its legal advisor(s) , in a form satisfactory to the

Government, to the effect that the Parent Company Guarantee has been

duly signed and delivered on behalf of the guarantors with due authority

and are legally valid and enforceable and binding upon them.



(c)



an undertaking on judicial paper shall be provided as per Annex-IX-A

regarding fulfilment of its obligation/liabilities under the Rules, Licence and

the Agreement.



All bank guarantees shall provide:

(a)



that the amount referred to in Article 25.1(a) shall be reduced on pro-rata

basis at the end of each Contract Year in an amount equal to 25% of the

share of Work Units completed in the Area upon presentation to the bank

of a certificate signed by DGPC on behalf of the Government that the said

guarantee may be reduced in accordance with its terms; and



(b)



that, at the end of the each Phase, the guarantee will be released in

favour of Working Interest Owner on presentation to the bank a certificate

from the Government that the Minimum Work obligation of Working

Interest Owner for that Phase has been fulfilled and the guarantee may be

released.

Model Petroleum Concession Agreement 2009



- 49 25.3



If Working Interest Owner elects to proceed to the next Phase or to the

Renewal(s) of the Exploration Period outlined in Article 3.2 hereof, a bank

guarantee for the succeeding Phase or Renewal as the case may be, shall be

delivered to the Government prior to entering into subsequent phase or renewal

as per Article 3.8 (a) and 25.1 with the notice of such election.



25.4



If the documents referred to in Article 25.1 are not delivered within the period

specified, this Agreement, may be terminated by the Government in accordance

with the Rules.



..



Model Petroleum Concession Agreement 2009



- 50 ARTICLE-26

EFFECTIVENESS AND DURATION

26.1



This Agreement shall, unless mutually agreed otherwise, be and remain in full

force, application and effect from the Effective Date and so long thereafter as the

Working Interest Owner(s) continue to own interest in the Licence or any Lease(s)

or till a final settlement has been made after the expiration, Surrender, or

termination of Petroleum rights under the Rules.



26.2



Any termination or expiration of this Agreement shall be without prejudice to any

accrued liabilities, obligations and rights of the Parties and the provisions of this

Agreement with respect to confidentiality, indemnification, arbitration and applicable

law shall continue to have effect notwithstanding such termination or expiration.



Model Petroleum Concession Agreement 2009



- 51 ARTICLE-27

FORCE MAJEURE

27.1



Failure of any Party to this Agreement to fulfil any of the terms and conditions of this

Agreement or of a Licence or Lease shall not be deemed as a breach or default

insofar as such failure arises from Force Majeure, provided that the affected Party

has taken all appropriate precautions and reasonable measures to the satisfaction

of the Government to fulfil its obligations.



27.2



In this Article the expression "Force Majeure" includes an act of God, war,

insurrection, riot, civil commotion, flood, lightening, explosion, fire, earthquake and

any other happening which the affected party could not reasonably prevent or

control.



27.3



If the ability to fulfil its obligations is affected by Force Majeure, the affected Party

shall, without delay, give notice to the other Parties in writing, supported by

necessary justification and documentary evidence stating the cause of such inability

and its efforts to remove such cause and remedy its consequences.



27.4



The term of this Agreement and the Licence or Lease, as the case may be, shall be

extended for the duration of the Force Majeure situation and such further period as

determined by the Government to resume operations.



27.5



In the event Force Majeure exceeds a period of three (3) years continuously during

the initial term or any renewal thereof, any of the Parties to the Agreement may

terminate this Agreement on three (3) Months notice without any further obligation,

provided the Force Majeure is declared in good faith and acceptable to DGPC.



Model Petroleum Concession Agreement 2009



- 52 ARTICLE-28

ARBITRATION

28.1



Any question or dispute arising out of or in connection with the terms of this

Agreement or the Licence or any Lease (regardless of the nature of the question or

dispute) shall, as far as possible, be settled amicably through mutual negotiations

between the parties in good faith within thirty (30) days after the date the disputing

Parties delivers return notice of the dispute to the other Parties. Failing an amicable

settlement within a reasonable period, such dispute shall be submitted to the

International Centre for Settlement of Investment Disputes (ICSID) established by

the "Convention on the Settlement of Investment Disputes Between States and

Nationals of Other States " of 1965 and THE PRESIDENT and the Working Interest

Owners, to the extent required by said Convention, hereby consent to arbitration

thereunder.

The venue of the arbitration shall be in Pakistan or elsewhere as mutually agreed

between THE PRESIDENT and the Foreign Working Interest Owners. If such

mutual agreement cannot be reached, the venue shall be decided by the ICSID.

The award rendered shall be final and conclusive. The judgment on the award

rendered may be entered in court having jurisdiction or application may be made in

such court for a judicial acceptance of the award and an order of enforcement as

the case may be. The official language of arbitration will be English.



28.2



If, for any reason, the request for arbitration proceedings is not registered by ICSID,

or if the ICSID fails or refuses to take jurisdiction over such dispute, such difference

or dispute shall be finally settled by arbitrators under the Rules of Arbitration of the

International Chamber of Commerce (the "Chamber Rules") and by three (3)

arbitrators appointed in accordance with the Chamber Rules. The arbitrators shall

not be nationals of Pakistan or of the country of the other party to the dispute nor

shall any of such arbitrators be employees or agents or former employees or

agents of any of the parties to the proceedings.



28.3



This Article is only applicable in case of a dispute between foreign Working Interest

Owners inter se, or between foreign Working Interest Owners and THE

PRESIDENT, provided that in the event of a dispute between the Pakistani Working

Interest Owner(s) inter se, or between the Pakistani Working Interest Owners and

THE PRESIDENT, the arbitration shall be conducted in accordance with the

Arbitration Act, 1940.



Model Petroleum Concession Agreement 2009



- 53 ARTICLE-29

PROTECTION OF THE ENVIRONMENT



29.1



The Parties recognise that Petroleum Operations will cause some impact on the

environment in the Area. Accordingly, in performance of this Agreement, Working

Interest Owners shall conduct Petroleum Operations with due regard to concerns

with respect to protection of the environment and conservation of natural

resources. Towards this end, and in furtherance of any laws promulgated or as

the Government may require from time to time, Working Interest Owners shall:

(a).employ advanced techniques, practices and methods of operation for the

prevention of environmental damage in conducting Petroleum Operations;

and

(b).take necessary and adequate steps to prevent environmental damage and,

where some adverse impact on the environment is unavoidable, to minimize

such damage and the consequential effects thereof to persons, property or

otherwise.



29.2



If the Working Interest Owners fails to comply with the provisions of Article

29.1(b) or contravenes the provisions of the relevant laws, and such failure or

contravention results in any environmental damage, the Working Interest Owners

shall forthwith take all necessary and reasonable measures to remedy the failure

and the effects thereof.



29.3



If the Government has, on reasonable grounds, good reason to believe that any

works or installations erected by the Working Interest Owners or any Petroleum

Operations conducted by the Working Interest Owners are endangering or may

endanger persons or the property of any person, or are causing or may cause

pollution, or are harming or may harm wildlife or the environment to a degree

which the Government deems unacceptable, the Government may require the

Working Interest Owners to take remedial measures within such reasonable

period as may be determined by the Government and to rectify any damage to

the environment. If the Government deems it necessary, it may also require the

Working Interest Owners to discontinue Petroleum Operations in whole or in part

until the Working Interest Owners has taken such remedial measures or has

repaired any damage caused.



29.4



The measures and methods to be used by the Working Interest Owners for the

purpose of compliance with the terms of Article 29.1(b) shall be determined in

consultation with the Government upon the commencement of Petroleum

Operations and whenever there is a significant change in the scope or method of

conducting Petroleum Operations and shall take into account the good

international Petroleum industry practices as applicable in similar circumstances

and the relevant environmental impact study carried out in accordance with the

relevant laws as provided for in Article 29.5 below. The Working Interest Owners

shall notify the Government, in writing, of the measures and methods finally

Model Petroleum Concession Agreement 2009



- 54 determined by the Working Interest Owners and shall cause such measures and

methods to be reviewed from time to time in the light of prevailing circumstances.

29.5



In addition to any requirements under the laws of Pakistan, the Working Interest

Owners shall cause a person or persons with special expertise and knowledge

on environmental matters, approved by the Government, to carry out two

environmental impact studies in order:

(a).to determine at the time of the studies the prevailing situation relating to the

environment, human beings and local communities, the wildlife and marine

life in the Area and in the adjoining or neighbouring areas; and

(b).to establish the likely effect on the environment, human beings and local

communities, the wildlife and marine life in the Area and in adjoining or

neighbouring areas in consequence of the relevant Petroleum Operations to

be conducted under this Agreement, and to submit, for consideration of the

Parties, methods and measures contemplated in Article 29.4 for minimising

environmental damage and carrying out site restoration activities.

The first of the aforementioned studies shall be carried out in two parts, namely,

a preliminary part which must be concluded before commencement of any drilling

in the Exploration Period. The part of the study relating to drilling operations in

the Exploration Period shall be approved by the Government before the

commencement of such drilling operations. The second of the aforesaid studies

shall be completed before commencement of Petroleum Operations under an

approved Development Plan and shall be submitted by the Working Interest

Owners as part of the Development Plan, with specific approval of Government

being obtained before commencement of Petroleum Operations under the

Development Plan.

The studies mentioned in this Article 29.5 shall contain the details of the

measures which are required to be taken in order to minimise environmental

damage and shall include, but not be limited to, the following, to the extent

appropriate to the respective study:

(a).proposed access cutting;

(b).clearing and timber salvage;

(c). wildlife and habitat protection;

(d).fuel storage and handling;

(e).use of explosives;

(f). camps and staging;

(g).liquid and solid waste disposal;

(h).cultural and archaeological sites;

(i). selection of drilling sites;

(j). terrain stabilization;

Model Petroleum Concession Agreement 2009



- 55 (k). protection of freshwater horizons;

(l). blow-out prevention plan;

(m).



flaring during completion and testing of wells;



(n).abandonment of wells;

(o).rig dismantling and site completion;

(p).reclamation for abandonment;

(q).noise control; and

(r). mud and debris disposal.

29.6



The Working Interest Owners shall ensure that:

(a).Petroleum Operations are conducted in an environmentally acceptable and

safe manner consistent with good international Petroleum industry practices

and are properly monitored;

(b).the pertinent completed environmental impact studies are made available to

its employees and to its Subcontractors to develop adequate and proper

awareness of the measures and methods of environmental protection to be

used in carrying out the Petroleum Operations; and

(c). the contracts entered into between the Working Interest Owners and

Subcontractors relating to its Petroleum Operations shall include the

provisions stipulated herein and any established measures and methods for

the implementation of the Working Interest Owners’ obligations in relation to

the environment under this Agreement.



29.7



The Working Interest Owners shall:

(a).Prior to conducting any drilling activities, prepare and submit contingency

plans for dealing with oil spills, fires, accidents and emergencies, designed to

achieve rapid and effective emergency response for review by the

Government. The plans referred to above shall be discussed with the

Government and concerns expressed shall be taken into account.

(b).In the event of an emergency, accident, oil spill or fire arising from Petroleum

Operations affecting the environment, the Working Interest Owners shall

forthwith notify the Government and shall promptly implement the relevant

contingency plan and perform such site restoration and damage control

activities as may be necessary in accordance with good international

Petroleum industry practices.

(c). In the event of any other emergency or accident arising from the Petroleum

Operations affecting the environment, the Working Interest Owners shall take

such action as may be prudent and necessary in accordance with good

international Petroleum industry practices in such circumstances.

Model Petroleum Concession Agreement 2009



- 56 -



29.8



In the event that the Working Interest Owners fails to comply with any of the

terms contained in Article 29.7 within a period specified by the Government, the

Government, after giving the Working Interest Owners reasonable notice in the

circumstances, may take any action which may be necessary to ensure

compliance with such terms to recover from the Working Interest Owners,

immediately after having taken such action, all costs and Expenditure incurred in

connection with such action together with such interest as may be determined in

accordance with this Agreement.



Model Petroleum Concession Agreement 2009



- 57 ARTICLE-30

MISCELLANEOUS AND APPLICABLE LAW

30.1



The Operator shall conduct all exploration, exploitation, drilling, development, and

production operations in accordance with Good International Oilfield Practices and

the principles and standards as laid down in the Rules. Consistent with this

requirement, the Operator shall endeavour to minimize exploration, development,

production and operation costs and maximize the ultimate economic recovery of

Petroleum.



30.2



The Operator shall not start production from any well prior to testing and making

sure to the satisfaction of THE PRESIDENT's representative that the well has been

properly completed.



30.3



The Operator shall not flare Natural Gas but shall use it commercially or for

recycling. If Natural Gas is not so used or not planned to be so used, the Working

Interest Owners shall negotiate an arrangement making it available to THE

PRESIDENT or its designee free of cost at the down stream flange of the gas/oil

separation facilities in accordance with Article 11.3. If THE PRESIDENT for

whatever reason is unable or unwilling to take delivery of the Natural Gas that

would otherwise be flared as provided for above, the Operator will be allowed to

flare such gas in accordance with the Rules/Policy without any royalty or excise

duty liability until such time as THE PRESIDENT or his designee can take delivery.

This Agreement shall be governed by and given effect in accordance with the laws

of Pakistan.



30.4



All the rules, laws, regulations in effect on the Effective Date, including the Workers'

Welfare Fund Ordinance, 1971 and the Companies Profits (Workers' participation)

Act, 1968 shall apply to this Agreement, throughout its term, whether or not

subsequently amended or revised.



30.5



This Agreement sets forth the entire agreement reached between the Working

Interest Owners and THE PRESIDENT and it shall remain and continue in force

and shall be binding upon each of them throughout its duration without any

amendment, revision or alteration thereto except as may hereafter be mutually

agreed by the Working Interest Owners with the approval of THE PRESIDENT.

The Rules, Income Tax Ordinance 2001, Regulations of Mines and Oilfields and

Mineral Development (Government Control) Act, 1948 and other laws that are in

force on the Effective Date shall remain applicable for purposes hereof, whether or

not the same are subsequently amended or revised; provided that where any

matter is not specifically dealt with in this Agreement or where there is any conflict

between the provisions of this Agreement and the laws, such matter shall be

governed in accordance with the applicable provision of the Rules, Income Tax

Ordinance 2001, Regulations of Mines and Oilfields and Mineral Development

(Government Control) Act, 1948 and other laws as are in force on the Effective

Date of this Agreement.



30.6



This Agreement shall inure to the benefit of and be binding upon the respective

successors and permitted assigns of the Working Interest Owners.

Model Petroleum Concession Agreement 2009



- 58 30.7



All headings used herein are for the purpose of reference only and shall not be

construed as in any way defining or limiting the meaning of any provision.



30.8



The Operator shall observe all, laws, rules and regulations issued by the

Government in respect of protection of the environment and safety of operations,

including the Oil and Gas (Safety in drilling and Production) Regulations, 1974, the

Pakistan Environmental Protection Act, 1997 and the Mines Act, 1923 as amended

from time to time.



30.9



The Working Interest Owners, other than GHPL, shall be required, in consultation

with local civil administration/Provincial Governments, to undertake social welfare

programmes such as fight against narcotics, promotion of sports, rehabilitation of

the mentally retarded and handicapped children, improvement of educational

facilities, drinking water, health, roads, and grant of scholarships for local students

and shall spend during the exploration phase till the commencement of Commercial

Production not less than thirty thousand Dollars (US$ 30,000) per annum. The

Government will issue necessary guidelines for social welfare programs as deemed

appropriate from time to time. After the commencement of Commercial Production

in the Area, the following minimum amounts will be spent during each year:

Production Rate (BOE/Day)



Less than 2000

2000 - 5000

5000 - 10,000

10,000 - 50,000

More than 50,000



Amount/Year

(US Dollars)

Zone I

Zone II & III

50,000

37,500

100,000

75,000

200,000

150,000

400,000

300,000

700,000

525,000



These amounts will be increased from time to time by mutual agreement of the

Working Interest Owners mentioned above and THE PRESIDENT. The Pakistani

Working Interest Owners will incur these expenditures in Pak Rupees . Any

amounts so spent shall be treated for Pakistani Income Tax purposes as wholly

and exclusively incurred for the purpose of the business of the Working Interest

Owners and shall be allowed against income under rule 2(5) of the Fifth Schedule.



Model Petroleum Concession Agreement 2009



- 59 ARTICLE-31

NOTICES

31.1



Any notice or advice required or convenient to be given to or by THE PRESIDENT

or any Working Interest Owners shall be given in writing in the English language

and delivered by hand or by telex confirmed by the correct answer-back of the

addressee at the foot of such telex. Any such notices or communications shall be

effective at midnight of the Day during which such notice or communication is

received. Any Working Interest Owner shall have the right to change its address by

giving the other Working Interest Owners and THE PRESIDENT a written notice

thereof.



31.2



Such notices or other communications shall be deemed to be effectively given or

made:



31.3

a)



a)



On receipt by the addressee if delivered personally to its last notified

address with signed receipt obtained acknowledging delivery; or



b)



on transmission to the addressee if transmitted by telex (with the correct

answer-back confirmation) during normal business hours at the place of

receipt of the address or, if so transmitted outside such hours, on opening of

business on the next business Day at such place provided a hard copy of

the same will also be sent to the addressee through registered mail or hand

delivery which if not received within next 24 hours, will make the notice

communication effective from date of receipt.



The addressees for such communication are as follows:

In the case of The PRESIDENT to:

The Secretary Ministry of Petroleum and Natural Resources,

3rd Floor, Secretariat Block `A' Islamabad.

Telephone

Telex

Fax



b)



:

:

:



92-51-9211220

5862 PETNR PK

9201770



In the case of GOVERNMENT HOLDINGS (PRIVATE) LIMITED (if

applicable) to:

Chief Executive Officer/Chairman,

House No. 9, Street No. 29, F-10/1,

Islamabad (Pakistan).

Attention

:

Chief Executive Officer/Chairman,

Telephone :

92-51-9266746, 9266747

Telex

:

Fax #

:

92-51-9266766



Model Petroleum Concession Agreement 2009



- 60 c)



In the case of XYZ to:

________________

_________________

Attention

Telephone

Telex



d)



:

:

:



In the case of ABC to

________________

_________________

Attention

Telephone

Telex



:



:

:

:



IN WITNESS WHEREOF this Agreement has been duly signed by the

respective parties hereto as of the ___________Day of ____________

200___.

WITNESSES:

1.



For and on behalf of

THE PRESIDENT OF THE ISLAMIC

REPUBLIC OF PAKISTAN



2.

WITNESSES:



For and on behalf of

GOVERNMENT HOLDINGS (PRIVATE) LIMITED

(if applicable)



1.

2.

WITNESSES:



For and on behalf of XYZ



1.

2.

WITNESSES:



For and on behalf of ABC



1.

2.



Model Petroleum Concession Agreement 2009



- 61 ANNEX I - MAP OF THE AREA AND GEOGRAPHICAL DESCRIPTION



Model Petroleum Concession Agreement 2009



- 62 ANNEX II



ANNEX II - JOINT OPERATING AGREEMENT

(Annexed to and made a part of the Petroleum Concession Agreement)



Model Petroleum Concession Agreement 2009



- 63 TABLE OF CONTENTS

Page

ARTICLE-1

DEFINITIONS .......................................................................................................... 66

ARTICLE-2

EFFECTIVENESS OF JOINT OPERATING AGREEMENT .................................. 67

ARTICLE-3

WORKING INTERESTS AND VOTING RIGHTS................................................... 68

ARTICLE-4

MANAGEMENT AND OPERATIONS................................................................ 69-72

ARTICLE-5

RIGHTS, POWERS AND DUTIES OF THE OPERATOR ................................ 73-77

ARTICLE-6

WORK PROGRAMME AND BUDGET .............................................................. 78-81

ARTICLE-7

COSTS AND EXPENSES ....................................................................................... 82

ARTICLE-8

DISPOSAL OF PETROLEUM................................................................................. 83

ARTICLE-9

SOLE RISK ......................................................................................................... 84-88

ARTICLE-10

INSURANCE............................................................................................................ 89

ARTICLE-11

CONFIDENTIAL INFORMATION....................................................................... 90-91

ARTICLE-12

TRANSFER OF INTEREST .................................................................................... 92

ARTICLE-13

SURRENDER .......................................................................................................... 93



Model Petroleum Concession Agreement 2009



- 64 Page



ARTICLE-14

RELATIONSHIP OF THE WORKING INTEREST OWNERS................................ 94

ARTICLE-15

TAXES ..................................................................................................................... 95

ARTICLE-16

FORCE MAJEURE.................................................................................................. 96

ARTICLE-17

ARBITRATION......................................................................................................... 97

ARTICLE-18

LAWS, RULES AND REGULATIONS .................................................................... 98

ARTICLE-19

TERM ....................................................................................................................... 99

ARTICLE-20

NOTICES ............................................................................................................... 100

ARTICLE-21

MISCELLANEOUS ................................................................................................ 101



Model Petroleum Concession Agreement 2009



- 65 (Annexed to and made a part of the Petroleum Concession Agreement)

Joint Operating Agreement

Between

XYZ

and

GHPL

(if applicable)



THIS JOINT OPERATING AGREEMENT is made on the ______ Day of __________,

200__.

BETWEEN:

1.

2.



3.



XYZ

ABC



The Government Holdings (Private) Limited (if applicable) herein-after referred to

as the "GHPL" (which term shall include its successors and assignees) of the

second part.



WHEREAS THE PRESIDENT of the Islamic Republic of Pakistan ("THE PRESIDENT")

and the Parties hereto have entered into a Petroleum Concession Agreement for Block

________, (hereinafter referred to as the "Concession Agreement") dated the Effective

Date, for the exploration, development and production of Petroleum in Pakistan and the

purpose of this Joint Operating Agreement is to further define the respective rights and

obligations of the Working Interest Owners and to regulate the conduct of their operations;

NOW IT IS HEREBY AGREED AS FOLLOWS:-



Model Petroleum Concession Agreement 2009



- 66 ARTICLE-1

DEFINITIONS

The terms defined in the Concession Agreement shall have the same meaning whenever

used in this Joint Operating Agreement. Furthermore, the following terms shall have the

meanings as indicated:

1.1



"Joint Property" means all assets of any nature whatsoever, the cost of which is

chargeable to the Joint Account and shall include, but not be limited to, buildings,

lands, material, equipment and fixtures acquired for the purposes hereof and other

rights and all Joint Account funds.



1.2

"Non-Operator" means any Working Interest Owner not designated as the

Operator.

1.3



"Work Obligations" means the work obligations set out in Article 3 of Agreement of

the Concession Agreement.



In the event of any difference or inconsistency between the terms of this Joint Operating

Agreement and those of the Concession Agreement, the latter shall prevail.



Model Petroleum Concession Agreement 2009



- 67 ARTICLE-2

EFFECTIVENESS OF JOINT OPERATING AGREEMENT

2.1



This Joint Operating Agreement shall come into full force and effect on the Effective

Date of the Concession Agreement.



Model Petroleum Concession Agreement 2009



- 68 ARTICLE-3

WORKING INTEREST AND VOTING RIGHTS

3.1



The Working Interests of XYZ, ABC and GHPL (if applicable) throughout the Area

for each phase of the Joint Operations shall be governed by the provisions set forth

in Article 5 of the Concession Agreement. Each Working Interest Owner shall be

liable for all Expenditures to the extent of its Working Interest, except as provided

for in the Concession Agreement.



3.2



The voting rights of the Working Interest Owners shall be in proportion to their

respective Working Interests at the time of the vote.



Model Petroleum Concession Agreement 2009



- 69 -



ARTICLE-4

MANAGEMENT AND OPERATIONS



4.1



To provide general administration, supervision, direction and control of all Joint

Operations to be conducted under this Joint Operating Agreement, an Operating

Committee shall be established, consisting of a representative and an alternate

representative (who shall act in the absence of the representative), to be appointed

by each of the Working Interest Owners, except as otherwise provided in the

Concession Agreement. The Operator shall appoint the chairman of the Operating

Committee who shall not have any voting rights. Each Working Interest Owner

hereby vests its representative and alternate representative with full authority to

represent and bind that Working Interest Owner in all matters arising under the

Concession Agreement and this Joint Operating Agreement. Each Working

Interest Owner shall designate its representative and alternate representative by

written notice to the other Working Interest Owners stating the name and address

of its representative and alternate representative. Subject to Article 15 of the

Agreement, each Working Interest Owner, may, by written notice to the other

Working Interest Owners, replace its representative or any alternate at any time

and such substitute shall have the same powers and duties as the person he

replaces. Subject to Article 11 hereof, each representative may bring such advisers

as it deems fit to any meeting of the Operating Committee.



4.2



The Operating Committee shall meet quarterly to discuss important matters, unless

the Operating Committee agrees that any such meeting may be dispensed with,

and once each Calendar Year for the purposes of presenting the work programme

and budget referred to in Article 6 and review thereof, and shall meet at such other

times as Operator or any Non-Operator may request. Notice of any Operating

Committee meeting shall be given by the Operator at least fifteen (15) Days in

advance of the proposed date of the meeting stating the time, place and agenda to

be considered at such meeting, together with such supporting information as is

practicable and the Operator's recommendations if appropriate. Notwithstanding

the foregoing, when any meeting of the Operating Committee is called to consider

any matter related to commerciality or the approval of a Development Plan, the

notice shall be given at least twenty eight (28) Days in advance.



4.3



No decision on any matters shall be taken at any meeting of the Operating

Committee unless either prior notice as provided in Article 4.2 has been given or

the representatives of the Working Interest Owners unanimously agree that a

matter of which a prior notice has not been given shall be dealt with at such

meetings. Operator's representative shall prepare minutes covering business

conducted at Operating Committee meetings, copies of which shall be made

available as soon as possible but in any event within fifteen (15) Days of the date of

the meeting to all the Working Interest Owners through their representatives. Any

Working Interest Owner having any corrections or objections to the minutes shall

notify the Operator, and other Working Interest Owners thereof. If a Working

Interest Owner does not give notice of corrections or objections within thirty (30)

Days after receipt of said minutes, the same shall be deemed to have been

Model Petroleum Concession Agreement 2009



- 70 approved. If the Operating Committee does not agree to the minutes, such minutes

shall be discussed at the next meeting of the Operating Committee.

4.4



The decision taken by the Operating Committee in accordance with the provisions

of Article 4 shall be binding upon all Working Interest Owners.



4.5



All decisions of the Operating Committee in respect of Joint Operations under this

Joint Operating Agreement shall require approval by more than seventy percent

70% of the total Working Interest. Each representative shall have voting rights

equal to the Working Interest of his principal as set forth in Article 5 of the

Concession Agreement.



4.6



All meetings of the Operating Committee shall be held in Pakistan unless the

Working Interest Owners unanimously agree to change the venue of any such

meeting. The expenses of the representatives of the Working Interest Owners

incurred in attendance at meetings shall be borne by the respective Working

Interest Owners and shall not be charged to the Joint Account.



4.7



Any matters requiring Operating Committee approvals shall be submitted to the

Operating Committee for consideration and vote without holding a meeting,

provided that such matter is submitted by notice in writing to all representatives,

and to the Operator. In such event, each said representative shall, within fifteen

(15) Days after notice is received, vote by giving notice of its vote to the Operator.

Any Working Interest Owner that does not give notice of its vote as aforesaid, shall

be deemed to have voted in favour of the matter submitted. Any proposal which

thus receives approval of the Operating Committee shall be deemed to be the

proposal adopted by the Working Interest Owners and the decision thus taken shall

be binding on them. Operator shall report to the Working Interest Owner in writing

without undue delay, the result of such vote after receipt of the votes of all Working

Interest Owners and shall keep a written record thereof.

A Working Interest Owner or the Chairman of the Operating Committee receiving

notice of a matter to be voted upon without holding a meeting of the Operating

Committee may, instead of voting, request a meeting of the Operating Committee.

In that event, such matter shall not be considered and decided without holding a

meeting.



4.8



No business shall be transacted at any meeting unless a quorum is present. A

quorum shall include,

the Operator, and one Non-Operator, holding seventy

percent (70%) or more of the total Working Interest related to the matter under

consideration. Any other representative not present at a meeting may vote on any

item included in the agenda of the meeting in writing, addressed to the Operator,

provided such vote is received by the Operator prior to the submission of such item

to a vote at the meeting.



4.9



Notwithstanding other provisions hereof, if the Operator shall be required within a

period of time of less than fifteen (15) Days to take action which requires

authorization of the Working Interest Owners, which is not an emergency action as

provided for in Article 5.8, the Operator shall give notice to each Working Interest

Model Petroleum Concession Agreement 2009



- 71 Owner by telex or by telephone to be forthwith confirmed in writing, of all

circumstances pertaining to the taking of such action, stating in addition, the period

of time (which shall not be less than 48 hours) by which a decision must be made.

The action authorized by the appropriate vote of representatives who shall vote

within the time stated in the Operator's notice shall be deemed the act of the

Operating Committee and where any Working Interest Owner fails to vote within

such time, that Working Interest Owner shall be deemed to have voted in favour of

the proposed action.

4.10



The Operating Committee may establish such advisory subcommittees as it

considers appropriate from time to time, such as technical or finance

subcommittees or special subcommittees in relation to commerciality or

development programs, for the purpose of reviewing matters prior to their

consideration by the Operating Committee. All such subcommittees shall consist of

a representative of each Working Interest Owner. The duties and functions of any

such sub-committees shall be as determined by the Operating Committee.



4.11



Except as otherwise stipulated in this Joint Operating Agreement, all important

matters concerning Joint Operations hereunder including, but not limited to the

following shall be submitted to the Operating Committee for review, revision and

decision (to such extent as it may see fit) and all decisions duly and properly taken

by the Operating Committee shall be binding on the Working Interest Owners and

to the extent applicable shall be executed promptly by the Operator:

1.



Budgets and work programmes, revisions and amendments thereto;



2.



Programmes in relation to the location, drilling, testing, deepening, plugging

back, completion, re-working and abandonment of wells;



3.



Subject to Article 5.3 (d), the selection of professional consultants, technical

services, award of contracts on bids for Joint Operations;



4.



Estimates of reserves of Petroleum;



5.



A Petroleum availability forecast giving the total quantities of Petroleum that

can be produced from the Area in any quarter taking of recovery of the

reserves from the Area in accordance with Good International Oilfield

Practices at that time, the determination shall be made for each Quarter not

less than ninety (90) Days prior to the commencement of that Quarter;



6.



The extension or renewal of the Licence or the application for grant,

extension or renewal of any Lease(s);



7.



Subject to Article 13 hereof, the Surrender of any part of the Area or of any

Lease;



8.



The unitization of any acreage of a Licence or a Lease with acreage outside,

subject to the approval of THE PRESIDENT;

Model Petroleum Concession Agreement 2009



- 72 -



4.12



9.



The exchange of confidential proprietary information to or with third parties,

notice of which shall be given to THE PRESIDENT;



10.



All press releases and publicity material to be issued by the Operator on

behalf of the Working Interest Owners, prior to the release of the same by

the Operator. This will however, be subject to prior approval of THE

PRESIDENT;



11.



Any other matter that is specifically submitted to the Operating Committee

for decision under other provisions of this Joint Operating Agreement or any

other matter concerning Joint Operations hereunder not dealt with in this

Joint Operating Agreement which may be specifically referred to the

Operating Committee by any Working Interest Owner or;



12.



Declaration of Commercial Discovery;



13.



The Development Plan for any Commercial Discovery, and the vertical and

horizontal boundaries for any Discovery Area;



14.



The selection of any areas outside the Area for which application may be

made jointly.



In respect of the work obligations set out in Article 3 of the Concession Agreement,

the Operating Committee shall, unless and to the extent that relief from such

obligation is sought and obtained from THE PRESIDENT, determine the location

and the time at which such obligations are to be discharged.



Model Petroleum Concession Agreement 2009



- 73 ARTICLE-5

RIGHTS, POWERS AND DUTIES OF OPERATOR

5.1



XYZ/ABC is hereby designated as the Operator for all Joint Operations and agrees

to serve as such in accordance with the terms, provisions, conditions and

limitations of this Joint Operating Agreement.



5.2



Subject to the provisions of this Joint Operating Agreement, the Operator shall have

the sole authority and responsibility for the direct management and supervision of

all Joint Operations, and shall have the sole custody and control of all the Joint

Property under its care. Moreover, the Operator shall perform its duties and carry

out its responsibilities in accordance with the terms and conditions of each

approved work programme and budget, Concession Agreement and Rules and

subject to such instructions as may be given from time to time by the Operating

Committee.



5.3



In order to carry out and perform all Joint Operations as aforesaid, and in

connection therewith, the Operator shall have the following exclusive rights, duties

and obligations:

(a)



To conduct all Joint Operations by its duly authorized officers, employees or

agents, or by such independent and qualified contractors, consultants or

service companies as the Operator may engage in accordance with the

Concession Agreement and the Joint Operating Agreement. To acquire and

furnish for the Joint Account all materials and equipment required, it shall be

the duty of the Operator to make every reasonable effort to obtain such

required materials and equipment on the terms and conditions most

favourable to all of the Working Interest Owners and in accordance with the

provisions of the Concession Agreement and the Rules.



(b)



To allow the representatives of the Working Interest Owners and THE

PRESIDENT access to the Joint Operations at all reasonable times,

provided that reasonable notice is given and that such access does not

interfere with the conduct of the Joint Operations, at their sole risk and

expense, with the right to observe any and all the Joint Operations being

conducted and their results, as well as inspect the records and accounts of

such operations, being also authorized to examine all data and

interpretations thereof including, but not limited to cores, samples, logs and

surveys relating to the Joint Operations. The Operator shall promptly furnish

each party with a reproducible copy of all logs, geophysical data and all

other geological, geophysical, drilling financial information including but not

limited to reports on well tests and core analysis; provided, however, that all

such data, information, and interpretations shall remain the exclusive

property and confidential information of the Working Interest Owners to be

based in accordance with the Rules and the Concession Agreement. THE

PRESIDENT may appoint a representative to observe any or all of the Joint

Operations at the expense of Joint Account and provided that the presence

of such representative does not interfere with the conduct of the Joint

Operations. A Non-Operator may from time to time nominate selected staff

Model Petroleum Concession Agreement 2009



- 74 to be present at Joint Operations in Pakistan for training on terms to be

agreed upon ;

(c)



To prepare and submit work programmes and budgets to the Operating

Committee as provided in Article 6 hereof, and make and implement such

recommendations from time to time for the carrying out the Joint Operations

hereunder efficiently as it may consider expedient;



(d)



To enter into contracts including services, purchases of materials, and

equipment which, are advisable and necessary to carry out the Joint

Operations. The Operator shall invite bids through a proper bidding

procedure for any contract which will require Expenditure of more than U.S.

Dollars one hundred and fifty Thousand (US $ 150,000) and such bids shall

be opened publically. Unless the Operating Committee decides otherwise,

each Party and its Affiliates may also submit a bid for such a contract.

i)



In the case of any contract requiring Expenditure of more than U.S.

Dollars one hundred and fifty Thousand (US $ 150,000)but less

than U.S. Dollars Five Hundred Thousand (US $ 500,000), the

Operator shall award such a contract, to the most suitable and

competitive bidder and all such awards shall be reported to the

Operating Committee at its next meeting.



ii)



In the case of any contract to be awarded to a Working Interest

Owner or its Affiliates or a contract requiring Expenditure of more

than U.S. Dollars Five Hundred Thousand (US $ 500,000) the

terms of the recommended bid shall be subject to the approval of

the Operating Committee either at a meeting of the Operating

Committee or by circulation of such bid to the Working Interest

Owners along with the bid evaluation summary and other relevant

documents and approval shall be deemed to have been given

unless within ten (10) Days from the date of recommendation,

Working Interest Owner(s) having in aggregate a Working Interest

of 20% or 15% (as per applicable Zone) give notice that they do

not support such recommendation.



(e)



to acquire any and all surface rights on behalf of the Working Interest

Owners which may be required for or in connection with the conduct of Joint

Operations;



(f)



to promptly pay and discharge all Expenditures incurred in connection with

Joint Operations;



(g)



to keep and maintain permanent records of all relevant data and information

obtained in the course of Joint Operations and to keep the Working Interest

Owners currently informed by furnishing them from time to time, in the form

and frequency established by the Operating Committee, statements and

information on such Joint Operations;

Model Petroleum Concession Agreement 2009



- 75 (h)



To determine, in accordance with the policy parameters as may be laid

down by the Operating Committee, the number of employees needed for the

efficient conduct of the Joint Operations, their selection the hours of labour

and the compensation for service performed and other working conditions;

provided, however, that the Operator shall give priority in employment to

Pakistani citizens in conformity with Article 17 of the Concession Agreement

and the Rules.



(i)



To represent the Working Interest Owners before the Government or other

authorities with respect to all matters arising under this Joint Operating

Agreement, subject to the requirement that the prior concurrence of the

Working Interest Owners shall be obtained with respect to representation on

any matters materially affecting that Working Interest Owners. Each

Working Interest Owner may be represented in meetings with THE

PRESIDENT or other authorities on matters materially affecting the said

Working Interest Owner, provided that the Operator shall be the spokesman.

The Operator, for and on behalf of all Working Interest Owners, shall

prepare, file and otherwise handle all reports, applications and returns (other

than those relating to taxes based on income or profits which the Working

Interest Owners are required to prepare separately) which may be required

by laws, rules or regulations of the Government. However, it is agreed that

nothing set forth in this Article 5.3(i) shall prevent any Working Interest

Owner from representing itself before any of the aforementioned bodies on

matters which are appropriate and necessary, provided that such Working

Interest Owner shall notify the Operator and the other Working Interest

Owners prior to any such representation.



5.4



The Operator shall conduct the Joint Operations in a proper and

workmanlike manner in accordance with methods and practices customarily

used by the industry in accordance with Good International Oilfield

Practices, and with a degree of diligence, and prudence reasonably and

ordinarily exercised by experienced operators engaged in a similar activity

under similar circumstances and conditions. The Operator shall further do or

cause to be done, with due diligence, all such acts and things within its

control as may be necessary to keep, and maintain the Area in force and

effect and shall conduct the Joint Operations in compliance with the

requirements of the Concession Agreement, the Licence, any Lease(s) and

any other applicable law and rules and orders framed thereunder.



5.5



The Operator shall not be liable for any loss or damage which results from

Joint Operations unless such loss or damage results from Willful Misconduct

of the Operator provided that the Operator shall not be responsible or liable

under any circumstances for any consequential loss or damage, including

but not limited to, inability to produce Petroleum, lost production or loss of

profits.

For the purposes of this Joint Operating Agreement, the term "Wilful

Misconduct" shall mean such wanton and reckless conduct as amounts to a

Model Petroleum Concession Agreement 2009



- 76 wilful and utter disregard for avoidable and foreseeable harmful

consequences.

5.6.



Each Working Interest Owner agrees to indemnify the other Working Interest

Owners, to the extent of its Working Interest share, for any claim by or liability to

(including any costs and expenses necessarily incurred in respect of such claim or

liability) any person not being a Working Interest Owner, arising from or in

connection with the Concession Agreement or Joint Operations.



5.7



Operator shall freely consult with the Working Interest Owners and keep them

informed of all matters, which the Operator contemplates to undertake.



5.8



If the Operator or any other Working Interest Owner is sued on an alleged cause of

action arising out of Joint Operations, it shall give prompt written notice of such suit

to all other Working Interest Owners. The defence of any such suit shall be under

the general direction of the Operator through its attorneys at the expense of the

Joint Account, but each of the other Working Interest Owners shall have the right to

participate in the handling of such suit, through its attorneys at its own expense.

Any such suit may be settled during litigation by the Operator with prior approval of

the Operating Committee.



5.9



Any damages claim caused by or arising out of Joint Operations shall be handled

by the Operator and its attorneys at the expense of the Joint Account and may be

settled by the Operator in its best judgement, provided that no such claim shall be

settled for an amount exceeding U.S. Dollars Fifty Thousand (US $ 50,000) without

first obtaining the approval of the Operating Committee.



5.10



Notwithstanding other provisions hereof, in case of explosion, fire, flood or other

emergency, the Operator shall take action deemed expedient by the Operator to

protect and safeguard life and property. The Operator shall promptly report to the

Working Interest Owners and the President a full description of the emergency, the

action taken, the damage (if any) suffered and the expenses incurred hereunder.



5.11



The Operator may resign as the Operator at any time upon giving not less than

ninety (90) Days written notice to the Working Interest Owners and the

Government. The Operator shall be automatically removed in case of insolvency,

bankruptcy, assignment for the benefit of creditors, dissolution, sale or transfer of its

entire Working Interest to a third party or if the Operator defaults in its duties or

obligations or any of them hereunder and does not commence to rectify the default

within thirty (30) Days of having been notified in writing by the Operating Committee

of the alleged default by not less ninety (90) Days notice, provided that in respect of

any vote of the Operating Committee on any such removal, the vote of the Working

Interest Owner which is the Operator and the votes of any Working Interest Owner

which is an Affiliate of the Operator, shall be ignored and the percentage figure set

out in Article 4.5 shall apply to the total votes available of the remaining Working

Interest Owners. The Operator shall continue to serve until a successor Operator is

appointed, but shall not be required to do so for a period of more than one hundred

and eighty (180) Days following the date of commencement of the original notice

period for resignation or removal.

Model Petroleum Concession Agreement 2009



- 77 -



5.12



Upon the resignation or removal of the Operator, one of the other Working Interest

Owners shall be selected as a successor Operator by the Operating Committee. In

the event that no Working Interest Owner is willing to accept appointment as the

Operator (no Working Interest Owner shall be elected as the Operator without its

consent), a suitable entity shall be selected and designated as successor Operator

and engaged under a written contract, approved by the Operating Committee. The

successor Operator shall succeed to the powers and duties of the Operator as per

the Concession Agreement and Joint Operating Agreement.



5.13



Immediately after the notice of resignation or removal of an Operator is given, the

Working Interest Owners shall arrange for taking of an inventory of the equipment,

material and supplies acquired by the Operator for the Joint Account. On the

effective date of the resignation or removal of the Operator, such outgoing Operator

shall deliver to the successor Operator all equipment, material, supplies and other

assets then in its custody and shall account for those it is unable to deliver. The

outgoing Operator shall also deliver to the successor Operator any and all data,

including but not limited to, core samples, log surveys, records, data documents

and balances of the Joint Account which came into its possession as the Operator.

The Working Interest Owners shall also arrange for an audit of the Joint Account

before the new Operator takes charge of Joint Account.



Model Petroleum Concession Agreement 2009



- 78 ARTICLE-6

WORK PROGRAMME AND BUDGET

6.1



All Joint Operations conducted by the Operator, and all Expenditure incurred for the

Joint Account in connection therewith, shall be performed and incurred only

pursuant to an approved work programme and budget thereto or pursuant to an

approved supplementary work programme and supplementary budget thereto.



6.2



The Operator shall submit to the Operating Committee a proposed work

programme and budget prepared in such detail as is required by the Operating

Committee for each Calendar Year and one for the planning purposes of the GHPL

(if required) for the period 01 July to 30 June. The initial budget shall be submitted

as soon as possible after activities hereunder are commenced and shall cover the

remaining period of the then Calendar Year as well as the next Calendar Year. All

budgets thereafter shall be submitted not later than seventy five (75) Days prior to

the beginning of each Calendar Year and additional budget at the same time for

the GHPL (if applicable) planning purposes for the period 01 July of that year to

thirty (30) June of the succeeding year. In respect of budget-items for which

sufficient details are not then available to enable the Operating Committee to

approve such contingent items, the Operating Committee may authorize such

items in principle subject to later submission of the required information for

approval. The Operating Committee shall agree to the work programme and

budget therefor within thirty (30) Days prior to the beginning of each such year.

The work programme and budget shall be approved by the Operating Committee

except that any well or development programme proposed therein that does not

receive approval of the Operating Committee, shall be removed from the said work

programme and budget and may be subject to the terms of Article 9 hereof. The

Operator is hereby authorized to conduct Joint Operations and to incur all

Expenditure for the Joint Account to the extent that such work and Expenditures are

included within a work programme and budget which have been approved by the

Operating Committee. When so approved, anticipated Expenditures pursuant to

each such budget and Authority For Expenditure (AFE) issued thereunder shall be

the basis for the cash calls by the Operator, as provided in the Accounting

Procedure.



6.3



The Operator shall undertake all Joint Operations as set forth in each approved

annual work programme, and budget and incur and pay on behalf of the Joint

Account, all Expenditure resulting from such work, provided that the following work

should be performed after the Operator has received written approval of its AFE in

respect thereof from the Working Interest Owners, and such AFE has been

approved by the Working Interest Owners having in aggregate at least the

percentage figure of Working Interest specified in Article 4.5:

i)



seismic surveys;



ii)



Any operation in relation to a well (including but not limited to drilling,

deepening, plugging back, reworking, testing or completion);



Model Petroleum Concession Agreement 2009



- 79 iii)



Any single addition to fixed assets, other than a well, amounting to U.S.

dollars __two hundred thousand (US$ 200,000) (or equivalent) or more; and



iv)



Any single maintenance project amounting to U.S. dollars _one hundred and

fifty thousand (US$ 150_,000) (or equivalent) or more;



The Operator shall furnish, as early as possible, to each Working Interest Owner

and THE PRESIDENT a copy of the AFE for any items of Expenditures in excess of

U.S. dollars one hundred thousand____ (US$ 100,000). Provided however, that

any sub-division of a project for the purpose of award of a contract will require

specific approval of Operating Committee.

6.4



6.5



The Operator shall not undertake any Joint Operation not included in an approved

work programme, or make any Expenditure in excess of an approved budget

therefor except as follows;

i)



If necessary to carry out an approved work programme the Operator is

authorized to make Expenditures in excess of the budget adopted therefor

up to but not exceeding ten percent (10%) of such budget, provided that

such actual or foreseen excess Expenditures shall be reported to the

Working Interest Owners by the Operator, giving the details and justification

for such excessive Expenditures; and



ii)



In case of emergency, the Operator may incur such immediate Expenditures

as it deems expedient for protection of Joint Operations, life or property, and

such Expenditures shall be reported promptly to the Working Interest

Owners.



If any Working Interest Owner (“Defaulting Party”) fails to pay in full its share of

any cash calls by the due date in accordance with the Accounting Procedure:

i) the Operator shall as soon as practicable notify by telex all the Working

Interest

Owners of such default.

ii) With the exception of the Defaulting Working Interest Owner, each Working

Interest Owners (“Non Defaulting Party”) shall contribute as hereinafter

provided, a share of the amount in default in the proportion that its percentage

interest bears to the total of the Working Interests of the Non-Defaulting

Working Interest Owners and pending receipt of such additional contributions

the Operator shall make arrangements to meet any commitments falling due

by borrowing the necessary finance from outside sources or by making the

necessary finance available itself and all reasonable costs of any such

finance shall be charged to the Non-Defaulting Working interest owners.

Finance made available by the Operator shall bear interest calculated on a

Day to Day basis at a rate equal to three (3) per cent above the London Interbank Offer Rate (LIBOP) from time to time;

iii) Within three (3) calendar Days following the notification by the Operator under

(i) above, the Operator shall notify all the Working Interest Owners of the

Model Petroleum Concession Agreement 2009



- 80 liability of each of the Non-Defaulting Working Interest Owners to contribute to

the amount in default and shall make a further cash calls accordingly to take

effect on the expiry of the six (6) calendar Days specified in (iv) below; and

iv) If such default continues for more than six (6) calendar Days after the date of

notification by the Operator each of the Non-Defaulting Working Interest

Owners shall on the Calendar Day next following such sixth calendar Day pay

the amount notified under (iii) above, and thereafter shall continue to pay, in

addition to its share of subsequent cash calls, the same proportion of all such

subsequent cash calls until Defaulting Working Interest Owners has remedied

its default in full or until forfeiture as hereinafter provided, and failure by any

Working Interest Owners to make such payments shall likewise and with the

same results render that Working Interest Owner in default.

6.6



The Defaulting Working Interest Owners shall have the right to remedy the

default at any time prior to forfeiture, as hereinafter provided, by payment in

full to the Operator or, if the Non-defaulting Working Interest Owners have

paid any amounts under 6.5 (iv) above, the Non defaulting Working Interest

Owners in proportion to the amount so paid by them, of all amounts in respect

of which the Defaulting Working Interest Owner is in default together with

interest thereon calculated on a Day to Day basis at the rate of three (3)

percent above LIBOR from time to time, from and including the due date for

payment of such amounts until the actual date of payment



6.7



If any default continues for more than six (6) calendar Days after the date of

notification by the Operator under above clause, for so long as the default

continues, the Defaulting Working Interest Owners shall not be entitled to

receive its entitlement of Petroleum attributable to its Working Interest share

which shall instead be owned by the Non-defaulting Working Interest Owners

in the proportions in which their respective Working Interests bear to the total

of the same.



6.8



During the continuation of any default the Defaulting Working Interest Owners

shall not be entitled to be represented at meetings of the Operating Committee

or any sub-committee thereof nor to vote thereat (so that the voting interest of

each Working Interest Owners other than the Defaulting Working Interest

Owners shall be in the proportion which its Working Interest bears to the total

of the Working Interests of such Working Interest Owners) and shall have no

further access to any data and information relating to the Joint Operations.

The Defaulting Working Interest Owner shall be bound by decisions of the

Operating Committee made during the continuation of the default.

i)



In the event that the default continues for more than sixty (60) Days

then each of the Non-Defaulting Working Interest Owners shall have

the right to have forfeited to it and to acquire, by notice to the other

Working Interest Owners given within thirty (30) Days after such period

of sixty (60) calendar Days, the Working Interest of the Defaulting

Working Interest Owners in the Licence/Lease and under Concession

Agreement and this Joint Operating Agreement or, if more than one

Model Petroleum Concession Agreement 2009



- 81 -



ii)



6.9



Non-Defaulting Working Interest Owners exercises such right, its

proportionate share of the Working Interest of the Defaulting Working

Interest Owner in the Licence, Lease, Concession Agreement and this

Joint Operating Agreement, such share being the proportion in which

its Working Interest bears to the total Working Interest of such NonDefaulting Working Interest Owners;

If none of the Non-Defaulting Working Interest Owners exercises such

right as is mentioned above then, without prejudice to any rights of the

Non-defaulting Working Interest Owners, the Working Interest Owners

shall be deemed to have decided to abandon the Joint Operations and

each Working Interest Owner, including the Defaulting Working Interest

Owner shall pay its Working Interest share of the costs of abandoning

the Joint Operations including but not limited to pay liquidated

damages, if applicable.



With respect to above Article any such forfeiture and acquisition of the Working

Interest of the Defaulting Working Interest Owner in the Licence, Lease,

Concession Agreement and this Joint Operating Agreement shall be:

i)



subject to necessary approvals of the Government under the Rules;



ii)



without prejudice to any other rights of each Working Interest Owner

other than the Defaulting Working Interest Owner;.



iii)



so forfeited and acquired as beneficial owner or owners free of any

charges and encumbrances (Other than rents and royalty under the

Licence or the Lease);



iv)



subject to the Defaulting Working Interest Owner remaining liable and

obligated for its Working Interest share of all Expenditure that in any

way relate to abandonment of Joint Operations; and



v)



effective as of the date of default.



The Defaulting Working Interest Owner shall promptly join in such actions as

may be necessary or desirable to obtain necessary approval of the Government

under the Rules and shall execute and deliver any and all documents which are

necessary to effect such forfeiture and acquisition (including for the avoidance of

doubt any stamp duty incurred on the document executed to effect such forfeiture

and acquisition) which shall be the responsibility of the Defaulting Working

Interest Owner.



Model Petroleum Concession Agreement 2009



- 82 -



ARTICLE-7

EXPENDITURES

7.1



Subject to of the Concession Agreement, each of the Working Interest Owners

shall be severally liable for and shall bear all Expenditures incurred by the Operator

for the Joint Account in proportion to its Working Interest from time to time.



7.2



Subject to the provisions of this Joint Operating Agreement, each of the Working

Interest Owners shall own at any given time an undivided share equal to its

Working Interest contribution in all property acquired hereunder.



7.3



All charges to the Joint Account and all matters of Accounting Procedure between

the Working Interest Owners shall be governed by these provisions and provisions

of the Accounting Procedure. If any conflict or discrepancy exists between these

provisions and those contained in the Accounting Procedure, the provisions of this

Joint Operating Agreement shall prevail.



Model Petroleum Concession Agreement 2009



- 83 ARTICLE-8

DISPOSAL OF PETROLEUM

8.1



Without prejudice to the right of THE PRESIDENT to take and receive royalty in

cash or in kind and subject to the right of the Operator to use Petroleum for Joint

Operations, each Working Interest Owner shall own and have the right to take in

kind and separately dispose of, its Working Interest share of Petroleum won and

saved after payment of royalty, and shall own the Petroleum so taken.



8.2



Each of the Working Interest Owners shall have the obligation to lift and separately

dispose of its entitlement in all Petroleum produced and/or stored at such times, in

such quantities and in accordance with such procedures as may be agreed by all

Working Interest Owners prior to the commencement of Commercial Production

(the "Lifting Procedures") which have or may have entitlements in respect of the

said development in question prior to the commencement of production but so that

the rights of each of such Working Interest Owners to lift Petroleum to which it is

entitled shall not be prejudiced.



8.3



In the event that any of the Working Interest Owners having a Working Interest in

Field development shall find itself unable for any reason to lift such quantities of

Petroleum as are to be lifted in accordance with the Lifting Procedures it shall

forthwith notify the other Working Interest Owners having Working Interest in such

development to that effect and such quantities of Petroleum shall be dealt with in

accordance with the Lifting Procedures.



8.4



The Working Interest Owners recognize that, in the event of the production of

Natural Gas and LPG, it may become or shall be desirable for them to enter into

special arrangements for the disposal of the same and they agree that, in such

event and upon the request of any of them, their respective representatives shall

meet as necessary to consider their entry into such arrangements.



Model Petroleum Concession Agreement 2009



- 84 ARTICLE-9

SOLE RISK

9.1



As used in this Article 9, the terms set out below shall have the following meanings:

9.1.1 "Sole Risk Well" means a well other than a well included in Minimum Work

Obligation specified in Article 3 of the Concession Agreement and drilled

and completed by less than all the Working Interest Owners hereto in

accordance with the provisions of this Article 9, or such other limited well site

operation as specified in Article 9.9.

9.1.2 "Location" means the geographic point at the surface being the vertical

projection of the point where the well bore actually encounters the objective

formation in the case of an existing well or where the well bore is expected

to encounter the objective formation in the case of drilling well or a well

included in the currently approved work programme and budget.

9.1.3 "Commercial Quantities" shall have the same meaning as the definition of

"Commercial Production" in Article 1.11 of the Concession Agreement.



9.2



Any Party shall have the right, by complying with the terms of this Article 9, to drill

any well within the Area, other than a well approved by the Operating Committee

and included in the currently approved annual work programme and budget.



9.3



Any Working Interest Owner proposing to drill a Sole Risk Well shall give notice

thereof ("Notice") to the other Working Interest Owners, specifying the Location

(provided that such Location shall conform to any spacing pattern for the

development drilling previously approved by the Operating Committee), the drilling

operations to be conducted, and the objective formations.



9.4



Within thirty (30) Days after the receipt of the Notice, except as otherwise provided

in Article 9.9 hereof, the Operator shall notify each Working Interest Owner of the

Operator's detailed cost estimates with respect to the drilling of such well and the

Operator's estimate of the date on which such well may be commenced without

interfering with the execution of work programme thereto for approved by the

Operating Committee ("Commencement Date"). The Operator's estimate shall

include the total costs of all operations and equipment necessary for locating,

drilling, testing, completing and equipping (including necessary flow lines and

storage tanks) or abandoning said well.



9.5



Within forty-five (45) Days after receipt of the Notice, except as otherwise provided

in Section 9.9 hereof, each Working Interest Owner shall elect whether or not to

participate in drilling the proposed well by giving written notice to the other Working

Interest Owners. Failure to give notice within such period of time shall be deemed

to be an election by such Working Interest Owner not to participate in the drilling of

such proposed well. An election to participate shall be deemed approval of the

drilling of such well.



Model Petroleum Concession Agreement 2009



- 85 9.6



If less than all Working Interest Owners elect to participate in the Sole Risk Drilling

each Working Interest Owner electing to participate (hereinafter called "Drilling

Party/Parties" whether one or more) shall have a Working Interest in such well in

the proportion that its Working Interest bears to the total of the Working Interests of

all Drilling Parties, or in such other proportion as mutually agreed upon by the

Drilling Parties.

This Joint Operating Agreement shall be divisible and shall apply independently in

the manner of a separate contract for the drilling and operations of any Sole Risk

Well. This Joint Operating Agreement shall cease to apply as an independent and

separate contract with respect to a Sole Risk Well when Drilling Party has fully

recovered the value referred to in Article 9.10 hereof.



9.7



The Drilling Party shall cause such well to be drilled as a Sole Risk Well at the sole

cost and risk of the Drilling Party/Parties. The Working Interest Owner or Working

Interest Owners not electing to participate in the drilling of such well shall

hereinafter be called "Non-Drilling Party", whether one or more. The Drilling

Party/Parties may ask the existing Operator to Drill the Sole Risk Well or may

Operate the Sole Risk Well itself and such new Operator shall be obligated to

conduct all operations necessary for the drilling of a Sole Risk Well in accordance

with the provisions of this Joint Operating Agreement, and the Operator's cost

estimate by the Commencement Date; provided, however, that with respect to the

drilling of a well where the Operator is a Non-Drilling Party, Drilling Party, may,

within sixty (60) Days after receipt of the Notice as defined in Article 9.3 hereof,

notify the existing Operator of the election by Drilling Party to conduct by itself all

operations with respect to the drilling of such Sole Risk Well and the existing

Operator shall be relieved of its obligations to conduct such operations in which

case the Drilling Party shall conduct the operations itself as the new Operator.



9.8



In the event Drilling Party shall elect not to have the Operator drill the Sole Risk

Well, the Drilling Party must cause the drilling of the Sole Risk Well to commence

within six (6) months after the Notice. If the Drilling Party has not commenced the

Drilling of such Sole Risk Well within the period specified, the Drilling Party shall not

be entitled to commence the drilling of such Sole Risk Well until such time as a new

Notice shall be given and the provisions of this Article 9 are again complied with.



9.9



If the Notice described in Article 9.3 relates to a well site operation such as

proposed redrilling, sidetracking, deepening, reworking, testing or plugging back a

well, such Notice shall be acted upon within 48 hours if the drilling equipment is on

location. The Operator shall perform all redrilling, sidetracking, deepening,

reworking, testing or plugging back operations in accordance with a Notice

approved by all or less than all the Working Interest Owners at the sole cost, and

risk of the Working Interest Owners who voted in favour of such Notice, which

Working Interest Owner or Working Interest Owners shall be deemed as "Drilling

Party". The Working Interest Owner or Working Interest Owners who voted against

such Notices shall be deemed "Non-Drilling Party". If the proposed sole risk drilling

operations consist of redrilling, sidetracking, deepening, reworking, testing or

plugging back a well, the Drilling Party shall pay the Non Drilling Party’s ownership

interest in the salvage value of all equipment installed in said well as may be

Model Petroleum Concession Agreement 2009



- 86 mutually agreed. The Drilling Party/Parties shall own all production resulting from

such operations until the Drilling Party/Parties has fully recovered the value referred

to in Article 9.10 hereof with respect to such operations. Only the Working Interest

Owner or Working Interest Owners who participate in the last operation with respect

to a well shall bear the cost of abandonment. In the event of a disagreement

between Drilling Party/Parties on the order and manner in which sole risk proposals

of redrilling, sidetracking, deepening, reworking, testing or pluging back a well are

to be undertaken, the matter shall be referred to the Operating Committee for a

decision.

9.10



9.11



If any Sole Risk Well is drilled, it shall be operated by the Operator except as

provided in Article 9.7 and if completed as a producing well, the Drilling

Party/Parties shall own all of the production from such well and shall bear all the

cost of operating such well until the Drilling Party has recovered from production an

amount equal to the sum of :

i)



Eighteen Hundred percent (1800%) of what would have been the NonDrilling Party's Working Interest share of costs of drilling such well to total

depth, conducting such production tests as may be carried out with drilling

equipment, equipping such well for production upto and including the

Christmas Tree, such amounts to be recovered resulting from such well or

wells or from the proceeds from the first sales of production resulting from

the discovery of an accumulation of Petroleum by such well or wells; and



ii)



Four Hundred percent (400%) of what would have been the Non-Drilling

Party's Working Interest share of costs of all production facilities associated

with production of petroleum from a Sole Risk Well down-stream from the

Christmas Tree and necessary to handle, treat and bring production from

such well to the point where such production is handled by such facilities

which are to be used in common with production but not associated with

such well or to the point of delivery of such production by the Operator to

Drilling Party and shall include but not be limited to the flow lines and

storage tanks required for handling production from such Sole Risk Well;

and



iii)



Two Hundred Percent (200%) of what would have been the Non-Drilling

Party's Working Interest share of the costs and expenses incurred and paid

by the Drilling Party for the operations of such well until such time as the

Drilling Party is reimbursed as provided in paragraphs (i) and (ii) above; and

thereafter such well shall be owned by all Parties hereto and each Party

shall participate with respect thereto in accordance with such Party's

Working Interest herein.



If a Working Interest Owner initially elects to participate in a Sole Risk Well and

subsequently fails to timely meet its payments there for as provided in the

Accounting Procedure, then at the option of the other Working Interest Owners

constituting the Drilling Party(s) the provisions of this Article 9 shall apply as if that

Working Interest Owner were a Non-Drilling Party.

Model Petroleum Concession Agreement 2009



- 87 -



9.12



The Working Interest Owners comprising any Drilling Parties shall, in proportion to

their respective Working Interests in the Sole Risk Drilling, indemnify the NonDrilling Parties against all losses, damages and claims against them arising out of

Sole Risk Drilling.



9.13



The Drilling Party shall be entitled to use for Sole Risk Drilling any data and

information which they own jointly with a Non-Drilling Party. Data and information

obtained in respect of Sole Risk Drilling shall be made available to the Non-Drilling

Party but shall remain the property of the Drilling Party subject to the Rules and the

Concession Agreement.



9.14



Drilling equipment owned by Working Interest Owners or under contract to the

Operator and being used in operations hereunder may not be employed to drill a

Sole Risk Well if such equipment is scheduled for other Joint Operations work

unless approved by the Working Interest Owners. However, in the case of

redrilling, sidetracking deepening, completing, plugging back, testing or reworking,

said equipment if on the drilling location, shall be used to carry out the desired

operation unless agreed otherwise.



9.15



Notwithstanding the foregoing, if in the reasonable judgement of the Operator or a

Working Interest Owner there is a substantial risk that the proposed operations

would appreciably impair the present or potential future production from a

producing oil or gas well, or well capable of production, the Operator or the Working

Interest Owner shall so advise the other Working Interest Owners, stating the

reasons substantiating its judgement and the proposed Sole Risk operations shall

not be undertaken unless approved by all Working Interest Owners.



9.16



In the event that less than all the Working Interest Owners participate in the

development of a Discovery pursuant to the Concession Agreement, any non

participating Working Interest Owner shall have the right to acquire a Working

Interest in such development equivalent to its Working Interest hereunder by paying

in cash an amount equal to one hundred and seventy-five percent (175%) of the

amount which it would have paid had it participated in the development from the

date of its failure to participate pursuant to the Concession Agreement. Such right

shall be exercisable at any time up to one year from the date referred to above by

payment of the sum mentioned in cash in full and shall be effective as of the date of

such payment.

Any non participating Working Interest Owner which fails to exercise such right

within the time period specified shall have no further right to elect to participate

therein and the Lease relating to any such Discovery Area shall constitute a

separate Lease Area and the Working Interests therein and the production of

Petroleum there from shall be owned exclusively by the Working Interest Owners

participating therein.



Model Petroleum Concession Agreement 2009



- 88 9.17



Following approval of a Development Plan pursuant to Article 6 of the Concession

Agreement, any Working Interest Owner may request a review of the provisions

contained in this Article 9 and if following such review all Working Interest Owners

agree that an amendment to such provisions is required, it shall be amended

accordingly for submission to the Government.



Model Petroleum Concession Agreement 2009



- 89 ARTICLE-10

10.1



The Operator shall, for the benefit and protection of the Working Interest Owners,

obtain insurance with reputable insurers upon reasonable and competitive terms on

behalf of the Working Interest Owners, as be required by contract, applicable laws,

rules and regulations together with such other insurances which the Operating

Committee may determine in accordance with this Joint Operating Agreement;

provided that in respect of such other insurance, any Working Interest Owner may

elect to take out its own insurance, provided that it gives written notice to the

Operator. The cost of insurance in which all the Working Interest Owners are

participating shall be charged to the Joint Account and the cost of insurance in

which less than all the Working Interest Owners are participating shall be in

proportion of their respective Working Interests.



10.2



The Operator or any Working Interest Owner shall duly file all claims with respect to

insurance arranged and maintained by the Operator and shall take all necessary

and proper steps to collect the proceeds and properly apply them in accordance

with the terms of this Joint Operating Agreement.



10.3



The Operator shall at all times use all reasonable endeavors to require contractors

and sub-contractors engaged in operations under this Joint Operating Agreement

to obtain and maintain all such insurances pertaining to such work as they may be

required to carry by virtue of any applicable law or regulation and such other

insurance as the Operator may deem advisable.

The policies of any such insurance shall be endorsed with waivers of all explicit or

implicit rights of subrogation to the beneficiaries eventual rights against the

Working Interest Owners, or alternatively, to the extent practicable, the Operator

shall have the other Working Interest Owners or contractors and sub-contractors,

named as additional insured.



10.4



Each Working Interest Owner may for its own account and at its own expense,

obtain insurance other than the insurance referred to in Article 10.1 pertaining to the

Joint Operating Agreement as it may deem expedient, provided however that the

obtaining of such insurance shall not in any way directly interfere with the

Operator's placement of insurance for the Joint Account, in accordance with the

terms of Article 10.1 hereof. The Operator shall use its best endeavours to facilitate

in cooperation with the other Working Interest Owners, the orderly settlement of

claims by their respective insurers.



10.5



All damages, losses and liabilities incurred in connection with the Joint Operations

which are not recoverable from insurance procured for the Joint Account under this

Article shall be charged to the Joint Account.



Model Petroleum Concession Agreement 2009



- 90 ARTICLE-11

CONFIDENTIAL INFORMATION

11.1



All information acquired by any Working Interest Owner in respect of the Joint

Operations hereunder including but not limited to all seismic and well data and

related information that pertains to or results from the Joint Operations conducted

hereunder, or any data or information contributed by any Working Interest Owner to

such Joint Operations, shall be considered as confidential and shall not be

disclosed to any other person or entity which is not a Working Interest Owner,

except:

(a)



To an Affiliate of a Working Interest Owner, provided such Affiliate executes

a strict undertaking to treat and maintain all such information as confidential;

or



(b)



As required by THE PRESIDENT or any applicable laws or regulations of a

stock exchange having jurisdiction over a Working Interest Owner; or its

Affiliate; or



(c)



To contractors (including consultants) employed by a Working Interest

Owner, THE PRESIDENT or the Operator, where disclosure of such data or

information is essential to such contractor's work, provided such contractor

executes an agreement to treat and to maintain all such information as

strictly confidential; or



(d)



To a bonafide prospective assignee of a Working Interest Owner, provided

such prospective assignee first executes an agreement to treat and maintain

all such information as strictly confidential; or



(e)



To a bank or lending agency to the extent required by a Working Interest

Owner for arranging the funds for its obligations under this Joint Operating

Agreement provided that such bank or lending agency first executes an

agreement to treat and maintain all such information as strictly confidential.



11.2



The provisions of this Article 11 shall be continuing obligations notwithstanding the

fact that a Working Interest Owner ceases to be a Working Interest Owner.



11.3



Subject to Article 11.4, the Operator shall be responsible for the preparation and

release of all public announcements and statements regarding this Joint Operating

Agreement or the Joint Operations, provided always that no such public

announcement or statement shall be issued or made unless prior thereto all the

Working Interest Owners have been furnished with a copy thereof, and the

approval of the Operating Committee and THE PRESIDENT has been obtained, in

accordance with the Rules.



11.4



If any Working Interest Owner shall itself wish to issue or make any public

announcement or statement regarding this Joint Operating Agreement or the Joint

Operations it shall not do so unless prior thereto it furnishes all the Working Interest

Owners with a copy of such announcement or statement, and shall obtain the

Model Petroleum Concession Agreement 2009



- 91 approval of the Operating Committee and THE PRESIDENT provided that,

notwithstanding any failure to obtain such approval, no Working Interest Owner or

any Affiliate of such Working Interest Owner shall be prohibited from issuing or

making a public announcement statement if it is expedient to do so in order to

comply with any applicable law or the regulations of a recognized stock exchange.



Model Petroleum Concession Agreement 2009



- 92 ARTICLE-12

TRANSFER OF INTEREST

12.1



No Working Interest Owner shall have the right to assign, transfer, convey,

encumber, hypothecate or otherwise, dispose of its Working Interest or part thereof,

except in accordance with the provisions of Articles 12 and 13 hereof and Article 7

of the Concession Agreement.



12.2



No assignment of any Working Interest shall be binding upon the Operator until the

first Day of the calendar month following the month in which the assignor or

assignee shall have furnished the Operator with an executed or photo static copy of

the approval of THE PRESIDENT and assignee shall have properly ratified and

become a party to this Joint Operating Agreement. Any assignment of interest,

whether it is expressed or implied, shall operate to impose upon the assignee and

the assigned interest the proportionate part or share of any unpaid obligations

thereto or chargeable hereunder to the assignor and the said assigned interest. An

assignment shall not operate to relieve the assigned interest or the assignor from

any liability or obligations which accrued prior to such assignment.



12.3



Notwithstanding the provisions of this Article 12 and subject to the provisions of the

Concession Agreement, any Working Interest Owner shall, upon informing the

other Working Interest Owners, assign, transfer, convey, encumber, pledge,

hypothecate or otherwise mortgage to any financial institution, bank or lender any

or all of its rights hereunder, to secure the prompt payment of sums of money,

principal and interest so borrowed and the full and faithful discharge of any and all

obligations which it may undertake to obtain finance from such financial institution

for the purpose of this Joint Operating Agreement. Any such mortgage or

hypothecation shall not give rise to a division of the undivided interest in Joint

Property.



12.4



Subject to the provisions of Article 7 of the Concession Agreement, a Working

Interest Owner may transfer or may assign to an Affiliate or to a Non-Affiliate all or

part of its rights, duties and obligations under the Concession Agreement and this

Joint Operating Agreement.



Model Petroleum Concession Agreement 2009



- 93 -



ARTICLE-13

SURRENDER

13.1



If any Working Interest Owner (hereinafter referred to as the "Surrendering Working

Interest Owner") desires to Surrender its Working Interest subject to Article 7 of the

Concession Agreement, it shall notify the other Working Interest Owners of its

desire to Surrender as of a specified date not less than two (2) Calendar Months

after such notice. The other Working Interest Owners shall have thirty (30) Days

after such notice within which to give notice of election to join in such Surrender.

The Surrendering Working Interest shall accrue to and be assumed by the Working

Interest Owners electing not to Surrender pro rata to their respective Working

Interests on the specified date. The Surrendering Working Interest Owner shall

execute and deliver any and all documents and take action necessary to

accomplish such assignment. Similarly, if all Working Interest Owners shall elect to

Surrender, each Working Interest Owner shall execute and deliver any and all

documents and take all actions to accomplish such Surrender.



13.2



Without the specific consent of the Working Interest Owners other than the

Surrendering Working Interest Owner, an assignment made under the provisions of

Article 13.1 above shall not relieve the Surrendering Working Interest Owner of any

liability or obligation created prior to the date of such assignment and any then

approved work programme and budget.



13.3



At such time, and in such manner, as prescribed under the Concession Agreement,

whenever the Working Interest Owners are required to reduce the extent of the

Area, the Operating Committee shall determine the Area to be retained.



Model Petroleum Concession Agreement 2009



- 94 ARTICLE-14

RELATIONSHIP OF THE WORKING INTEREST OWNERS

14.1



The rights, obligations and liabilities of the Working Interest Owners under the Joint

Operating Agreement shall be several and not joint or collective, each Working

Interest Owner being responsible only for its Working Interest share of costs and

liabilities incurred for the Joint Account.



14.2



The relationship between the Working Interest Owners, with respect to the Joint

Property, is that of tenants in common. Neither juridical person or entity is created

by this Joint Operating Agreement, nor is it the purpose or intention of this Joint

Operating Agreement to create any corporation, partnership or association, nor

shall this Joint Operating Agreement and the operations hereunder be interpreted

or considered as creating an entity since each Working Interest Owner shall be

individually responsible only for its own obligations hereunder.



Model Petroleum Concession Agreement 2009



- 95 ARTICLE-15

TAXES

15.1



The Operator shall subject to the Concession Agreement pay any and all duties,

other assessments and Governmental charges (excluding income taxes on profit),

whether national or local levied or assessed against any of the Joint Property,

royalty and other applicable taxes, as the case may be, on Petroleum produced

and saved for the Working Interest Owners, the costs of which are charged to the

Joint Account.



15.2



The Operator shall contest the validity or payment of any assessment or charge

referred to in Article 15.1 above for the Joint Account, if so directed by the

Operating Committee. Nothing herein shall prevent a Non-Operator at its sole cost

and expense from having its own attorney appear and participate in any such

contest in addition to the Operator's attorney, without prejudice to the right of the

Operator to direct such contests as determined by the Operating Committee above.



Model Petroleum Concession Agreement 2009



- 96 ARTICLE-16

FORCE MAJEURE

16.1



The provisions of Article 27 of the Concession Agreement are herein incorporated

by reference and will apply to this Joint Operating Agreement accordingly.



Model Petroleum Concession Agreement 2009



- 97 ARTICLE-17

ARBITRATION

17.1



Any dispute arising out of this Joint Operating Agreement shall be dealt with mutatis

mutandis in accordance with Article 28 of the Concession Agreement.



Model Petroleum Concession Agreement 2009



- 98 ARTICLE-18

LAWS, RULES AND REGULATIONS

18.1



This Joint Operating Agreement is subject to the Concession Agreement and all

Joint Operations shall be conducted in accordance with its provisions, and of all

other valid and applicable laws, rules, regulations and orders of the Government. If

this Joint Operating Agreement in any respect shall be found to be inconsistent with

or contrary to the terms of the Concession Agreement, this Joint Operating

Agreement shall be regarded as modified to conform thereto and as so modified

shall continue in full force and effect.



18.2



No Working Interest Owner shall resort to any action for partition of the Area or

Joint Property, except in accordance with the provisions of the Concession

Agreement and this Joint Operating Agreement.



Model Petroleum Concession Agreement 2009



- 99 ARTICLE-19

TERM

19.1



19.2



This Joint Operating Agreement shall become effective on the Effective Date and

shall remain in full force and effect until:

(a)



It is terminated by the written consent of all Working Interest Owners, or



(b)



All the Working Interests become vested in one Working Interest Owner, or



(c)



The termination of the Concession Agreement.



Before this Joint Operating Agreement terminates, there shall be a final Audit and

settlement of the Joint Account between the Working Interest Owners in

accordance thereof.



Model Petroleum Concession Agreement 2009



- 100 ARTICLE-20

NOTICES

20.1



Any notice required or permitted to be given hereunder including but not limited to

bills, statements, cash calls, reports and notices, shall be deemed to have been

effectively given to and received by a Working Interest Owner and the Government

to whom it is addressed by telex, telegraphic message, (facsimile) or hand delivery.

All notices shall be delivered to the Working Interest Owners and the Government

so notified at the respective addresses given in or pursuant to the Concession

Agreement.



20.2



Any notice or advice required or permitted to be given to or by any Working Interest

Owner under this Joint Operating Agreement shall be given in writing in the English

language and delivered by hand, by telegraph, cable or telex or fax confirmed in

writing as above.



20.3 Such notices or other communications shall be deemed to be effectively given or

made:

i)



On receipt by the addressee if delivered personally with signed receipt

obtained acknowledging delivery; or



ii)



On transmission to the addressee if transmitted by telex or fax (with the

correct receipt confirmation) during normal business hours at the place of

receipt of the addressee or if so transmitted outside such hours, on opening

of business on the next business Day at such place.



Model Petroleum Concession Agreement 2009



- 101 ARTICLE-21

MISCELLANEOUS

21.1



The heading of each Article hereof and the Table of Contents are for convenience

only and shall be disregarded in construing or interpreting this Joint Operating

Agreement.



21.2



Except as otherwise provided herein, this Joint Operating Agreement shall be

binding on and shall inure to the benefit of the Working Interest Owners and their

respective successors and assigns.



21.3



Any modification of this Joint Operating Agreement shall not be effective until such

modification is executed in writing by the Working Interest Owners.



IN WITNESS WHEREOF this Joint Operating Agreement has been duly executed the

Day and year first above written:



Signed for and on behalf of

XYZ/ABC

BY : _______________________________



)

)

)



WITNESSES:

1) ____________

2) ____________



Signed for and on behalf of

the GOVERNMENT HOLDINGS PRIVATE LIMITED( if applicable)



BY :



_______________________________



)



WITNESSES:

1) __________

2) ___________



Model Petroleum Concession Agreement 2009



- 102 APPENDIX A - ACCOUNTING PROCEDURE



TABLE OF CONTENTS

Page

ARTICLE-I

GENERAL PROVISIONS............................................................................... 104-107

ARTICLE-II

CHARGES TO THE JOINT ACCOUNT......................................................... 108-114

ARTICLE-III

BASIS OF CHARGES TO THE JOINT ACCOUNT..................................... . 114-115

ARTICLE-IV

DISPOSAL OF EQUIPMENT AND MATERIALS ................................................. 116

ARTICLE-V

INVENTORIES ...................................................................................................... 117

ARTICLE-VI

TERMINATION ...................................................................................................... 118



Model Petroleum Concession Agreement 2009



103

APPENDED TO AND MADE A PART OF THE

JOINT OPERATING AGREEMENT

MADE BETWEEN

XYZ

ABC

AND

GHPL

(if applicable)



The purpose of this Accounting Procedure is to establish equitable methods of determining

charges and credits applicable to operations under the Joint Operating Agreement which

will truly reflect the Operator's actual costs, to the end that the Operator shall neither gain

nor lose in relation to the Working Interest Owners by reason of the fact that it acts as

Operator. If at any time or from time to time, any such methods prove unfair or inequitable

to Operator, or Non-operator(s), the Working Interest Owners will meet and in good faith

endeavour to agree on changes in methods deemed necessary to correct any unfairness

or inequity.



Model Petroleum Concession Agreement 2009



104

ARTICLE-I

GENERAL PROVISIONS

1.



DEFINITIONS



The terms defined in Article I of the Concession Agreement and in Article I of the Joint

Operating Agreement shall have those meanings wherever used in this Accounting

Procedure and the following words and phrases shall have the meanings set forth against

them below:

-



"Joint Property" means all real property and all assets acquired, or created by

Expenditures charged to the Joint Account.



-



"Materials" shall mean personal property, equipment, or supplies acquired or held

for the Joint Account.



2.



RECORDS, STATEMENTS AND REPORTS

A.



The Operator shall at all times maintain and keep true and correct records of

the production and disposition of all Petroleum and of all Expenditures and

disposition of Materials under the Concession Agreement and the Joint

Operating Agreement, as well as all other data necessary or proper for the

settlement of accounts between the Working Interest Owners hereto in

connection with their rights and obligations under the Concession

Agreement and the Joint Operating Agreement, and to enable the Working

Interest Owners to comply with all applicable income tax and other laws. The

Operator shall also establish and maintain a system of internal controls and

prepare and present for approval of Working Interest Owners a statement of

joint assets and liabilities. Such records shall be open at reasonable times

for inspection and copying by authorized representatives of any NonOperator and THE PRESIDENT.



B.



The Operator shall submit to each Working Interest Owner and THE

PRESIDENT each month, within thirty (30) Days after the close of the

relevant month, accurate statements of the Expenditures incurred during

such months, indicating by appropriate classification the nature thereof, the

portion of such costs charged to each of the Working Interest Owners, the

amount of funds advanced to the Operator by each of the Working Interest

Owners, and the commitments and Expenditures made from such

advances. These statements shall include a detailed statement of all

charges and credits to the Joint Account, summarized by appropriate

classification indicative of the nature thereof and the unusual charges and

credits. All records kept, and reports made, shall be in Pakistan Rupees and

in United States Dollars. Transactions incurred in currencies other that

Pakistan Rupees or United States Dollars shall be converted at the

appropriate official rates of exchange.

Model Petroleum Concession Agreement 2009



105



3.



PAYMENTS AND ADVANCES



Upon approval of any work programme and budget, the Operator will have the right on a

current basis only, to make monthly advance cash calls to all Working Interest Owners for

the period covered by such work programmes and budgets. In the event of a Commercial

Discovery, a monthly or other suitable time frame for cash calls and the procedures for

such calls will be as adopted or determined by the Operating Committee. Each such

month cash call shall be equal to Operator's estimate of the actual money required by it to

perform its duties under the approved work programme and budget therefor during the

month concerned. Each such call shall be made in writing detailing the payments the

Operator anticipates to be required during the period covered thereby, and shall be

delivered or sent by telex / fax delivered personally to all Working Interest Owners not later

than 20 Days prior to the beginning of the month preceding the month when such

Expenditures are to be made, and each Working Interest Owner hereto shall pay its

Working Interest share of the full amount of each such cash call in cash, to the Operator

not later than the first working Day of the month for which the funds are required, and if not

so paid, the Working Interest Owner in default will pay an additional sum calculated on the

unpaid balance at the rate of one an half percent (1.5%) per month or any fraction of a

month, until paid. If a Working Interest Owner is in default of payments due by it under the

Joint Operating Agreement, the applicable provisions of the Joint Operating Agreement

shall apply. Cash calls shall be increased or decreased, as required by the Operator, in

order to adjust for payments made on behalf of the Joint Venture for services and

materials furnished by the Operator or to replace any deficit or eliminate any surplus as the

case may be, of the cash funds available in the Joint Account. Funds made available to

the Operator on trust are for the account of the Non-Operators and shall not be subjected

to any prior lien in favor of a third party. Subject to Article 8 of the Concession Agreement,

all payments by Pakistani Working Interest Owners may be made in Pakistan Rupees

irrespective of the currencies in which such costs and expenses are to be incurred and by

foreign Working Interest Owners in United States Dollars or any other currency in which

Expenditures are incurred. Subject to the provisions of the Concession Agreement, the

Operator shall have the right, at any time and from time to time, to use the joint funds or to

convert the same or any part to other currencies to the extent that such currency is then

required for operations, and the actual cost of currency loss or gain of any such

conversions shall be charged or credited to the Joint Account. Any conversions between

United States Dollars and Pakistan Rupees or any other currency shall be stated in the

Joint Account at the rate of exchange on the Day of conversion.

The Operator shall restrict the funds held in the bank account for Joint Operations to a

level consistent with that required for the conduct of Joint Operations. In the event

Operator accumulates funds exceeding US Dollars Twenty Thousand (US $ 20,000) or

Pakistani Rupees Three Hundred and Fifty Thousand (Rs. 350,000) under this Accounting

Procedure, Operator, if so requested by the Working Inte, shall make appropriate refunds

to Working Interest Owners within five (5) calendar Days of determination of such excess

Model Petroleum Concession Agreement 2009



106

funds. Such determination of excess funds shall be made every quarter and for this

purpose any amount representing such excess as reflected in the Operator's monthly

Expenditure statement shall be refunded by the Operator.



4.

ADJUSTMENTS

Payments of any advances or cash calls shall not prejudice the right of any Non-Operator

to protest or question the correctness thereof; provided, however, all reports and

statements rendered to Non-Operators during any Calendar Year shall conclusively be

presumed to be true and correct after a twenty-four (24) month period, unless a NonOperator takes written exception thereto, and makes claims on the Operator for

adjustment within such period. No adjustment favourable to the Operator shall be made

unless it is made within the same prescribed period. The provisions of this paragraph shall

not prevent adjustments resulting from a physical inventory of the Joint Property as

provided for in Article V hereof.

5.



AUDITS

a)



In accordance with Article 22 of the Concession Agreement, the Joint

Account shall be audited for the period commencing with the Effective Date

to December 31, ____ and thereafter annually by one independent firm of

Chartered Accountants, with the appropriate level of joint venture Petroleum

auditing experience, to be selected by a sub-Committee of Operating

Committee comprising a representative each of the Working Interest Owners

hereinafter referred as (Audit Committee) subject to the condition that

guidelines issued by the Government from time to time would be followed in

the matters connected with the appointment of auditors and the scope of

work of the audits. The selection must be made by consensus of all

members of the Audit Committee. The firm selected must demonstrate its

qualifications in joint venture auditing and independence from all parties

involved to the satisfaction of all members of the Audit Committee. In

addition, once selected, a firm can only perform this audit for a period of not

more than three consecutive Calendar Years. The selected firm will submit a

detailed audit plan (including but not limited to procedure for physical

verification of inventories) for approval before commencement of the

aforementioned audit. The audit will commence not more than 90 Days from

end of audit year and be completed within 180 Days from the end of the

aforementioned audit year. Copies of the audited accounts and report shall

be delivered to THE PRESIDENT and to each of the Working Interest

Owners. The cost of the audit shall be charged to the Joint Account.



b)



A Non-Operator, upon at least thirty (30) Days advance written notice to the

Operator and other Non-Operator(s), shall have the right at its sole expense

to audit the Joint Account and related records for any Calendar Year or

portion thereof, within the twenty-four (24) month period following the receipt

Model Petroleum Concession Agreement 2009



107

of the audited accounts of such Calendar Year or portion thereof, regardless

of the fact that the accounts for the year remain to be audited or are being

audited. However, the conducting of an audit by a Non-Operator shall not

extend the time for taking written exception to and the adjustment of

accounts under Sub Article 4 above.

Where there are two or more Non-Operators, the Non-Operators shall make every

reasonable effort to conduct joint or simultaneous audits. Such Non-Operators shall

be provided with the accounts, supporting vouchers and documents together with

such reasonable facilities as may be necessary for the inspection of the financial

affairs of the Joint Operations.

In case the Operator and Non-Operators are unable to reach final agreement on

audit exceptions then such exceptions shall be referred to an internationally

recognized firm of chartered accountants selected by the Audit Committee.



Model Petroleum Concession Agreement 2009



108



ARTICLE-II

CHARGES TO THE JOINT ACCOUNT



1.



ALLOCABLE CHARGES



In the event any of the Operator's employees or field camps, sub-offices or other facilities

in Pakistan serve properties in addition to the Joint Property, and costs cannot be

identified with the properties served, such costs shall be pro-rated or charged on an

equitable basis to be approved by the Operating Committee.

2.



DIRECT CHARGES



The Operator shall charge the Joint Account with all Expenditures incurred in connection

with all Joint Operations under the Concession Agreement, and the Joint Operating

Agreement and for the performance of its duties hereunder.

The Expenditures shall be recorded as required for the settlement of accounts between

the Working Interest Owners under the Concession Agreement and the Joint Operating

Agreement and for identification to comply with relevant laws. Chargeable Expenditures

shall include:

a)



All payments to the Government (other than income tax and royalty

payments) made by the Operator and necessary in the performance of its

duties under the Joint Operating Agreement.



b)



Cost of establishing and maintaining field offices, camps, warehouses,

supply bases, offices and other facilities (including housing in Pakistan)

devoted exclusively to serving the License or Lease.



A.



Labour

a.



The Operator's employees directly engaged in the Area of

operations or outside of the Area shall be charged as follows:

(i)



Salaries and wages of personnel located within Pakistan and

permanently attached to and engaged in, Joint Operations in

Pakistan. Labour charges for persons not working full-time

on two or more operations shall be allocated on the basis of

time sheets or as may be approved by the Operating

Committee. Wages charged should not exceed the

prevailing market rates.



Model Petroleum Concession Agreement 2009



109

(ii)



B.



Scientific, technical, professional employees of the Operator

or its Affiliates while directly performing work on specific

projects for the sole benefit of the operations, costs of which

shall not exceed the cost of equivalent services on the open

market.



b.



The Operator's cost of annual leave, and other holidays, vacation,

sickness disability benefits, living and housing allowances, medical

allowances, travel allowances, travel time, bonuses, and other

customary allowances as well as the Operator's cost for employees

benefits, including, but not limited to, employee's group life

insurance, group medical insurance, medical treatment,

hospitalization, retirement, bonuses, provident fund, gratuity fund

and other benefit plans of a like nature, all applicable to the salaries

and wages are chargeable hereunder. Such costs may be charged

on actual basis, when and or accrued, or on a percentage basis on

the amount of salaries and wages chargeable under this Section A.

If percentage basis is used, the rate will be based on the Operator's

cost experience and adjusted annually to actual costs. These costs

will be competitive and will not exceed the costs generally

applicable in the industry.



c.



Expenditures or contributions made pursuant to assessments

imposed on the Operator by the Government authority which are

applicable to the Operator's labor costs of salaries and wages as

provided under this Section A.



Materials

Cost of equipment, machinery, material, articles purchased or furnished by

the Operator for the Joint Account as per provisions of the Joint Operating

Agreement. Price shall include such costs as export brokers' fees,

transportation charges, loading, unloading fees, export and import duties,

surcharges and license fees associated with the procurement of material

and equipment and in-transit losses, if any, not covered by insurance. So

far as it is reasonably practical and consistent with efficient and

economical operation only such material shall be purchased for, or

transferred to the Joint Account as may be required for immediate use;

and accumulation of surplus stocks shall be kept to a minimum

considering the distance of materials in remote locations and the

provisions of any relevant law of Pakistan relating to the importation of

material and equipment.



Model Petroleum Concession Agreement 2009



110

C.



Transportation

Transportation of employees, equipment, materials, machinery, facilities

and supplies necessary for the performance of Joint Operations, including

costs of packaging, brokerage, insurance and other related costs as per

normal industry practice. However, the transportation of equipment,

machinery and materials in respect of Section B above, shall not be

charged hereto. Employee transportation costs, to the extent covered by

the established policy of the Operator, shall include travel expenses for

employees, and their families to and from the employees' point of origin at

the time employment commences, at the time of final departure and for

vacations, as well as traveling expenses in Pakistan for employees, and

their families incurred as a result of transfer from one location to another

and traveling expenses relating to the periodical recuperation leaves of

field personnel.



D.



Services

a.



The services of consultants, contract services, utilities and other

services procured from outside sources, rentals or compensation

paid or incurred for the use of any equipment and facilities. The

aforesaid services shall be charged to the Joint Account at the

actual price paid by the Operator procured on a competitive basis in

accordance with the Joint Operating Agreement with approval of

the Operating Committee.



b.



The actual cost of technical services procured in accordance with

as per the provisions of the Joint Operating Agreement on a

competitive basis without the following being limited to such as

laboratory analyses, drawings, geophysical and geological

interpretation, drafting engineering studies and related data

processing, etc., performed by the Working Interest Owners or their

Affiliates for the benefit of the Joint Operations with approval of the

Operating Committee.



c. Per diem , travel expenses, living and accommodation expenses for

expatriate employees of the Operator or of the Operator's Affiliate

companies called on from abroad for periods of short duration as

approved by the Working Interest Owners.

E.



Working Interest Owners exclusively owned equipment and facilities

Charges for Working Interest Owner's exclusively owned equipment, facilities

and utilities on the basis of actual usage at rates commensurate with the cost of

ownership and operation, but not in excess of rates currently prevailing for like

service and equipment in the area, as approved by the Operating Committee.

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111

On request, the Working Interest Owner shall furnish the Operator and the

Operator shall furnish the Non-Operators a list of rates and the basis of

application. Such rates shall be revised from time to time if found to be either

excessive or insufficient, but not more than once every six (6) months. Drilling

tools and other equipment lost in the hole or damaged beyond repair may be

charged at an agreed value considering depreciation and transportation cost to

deliver like equipment to the scene.



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F.



Damages and losses to property

All reasonable costs or expenses necessary to replace or repair damages

or losses incurred by fire, flood, storm, accident, or any other cause not

controllable by the Operator through the exercise of reasonable diligence

and not covered by insurance carried at the expense of the Joint Account.

The Operator shall furnish Non-Operators written notice of damages or

losses incurred in excess of United States Dollars ten thousand (US$

10,000), as soon as practicable after report of the same has been

received by the Operator. All losses shall be listed separately in the

monthly statement of costs and Expenditures.



G.



Litigation expenses

Except to the extent the same are to be borne by the Drilling Parties

Pursuant to Article 9 of the Joint Operating Agreement, there shall be

charged to the Joint Account all costs and expenses of litigation, or other

legal services necessary or expedient for the protection of the Working

Interest Owners interest, including lawyer's fees and expenses as

hereinafter, provided, together with any judgements resulting therefrom,

and actual expenses incurred by the Operator or Non-Operators in

securing evidence for the purpose of defending such action or claim.

Details will however be provided to the Operating Committee at its next

meeting.



H.



a.



If Non-Operators so agree, such actions or claims may be handled

by the legal staff of one or more of the Working Interest Owners,

and a charge commensurate with cost of providing and furnishing

such services rendered may be made against the Joint Account,

but no charge shall be made until approved by the Operating

Committee.



b.



Fees and expenses of outside lawyers in connection with litigation

shall not be charged to the Joint Account unless authorized by the

Operating Committee.



c.



Fees and expenses of outside lawyers, not exceeding United

States Dollars fifty thousand (US $ 50,000) per year and not

involving litigation, shall not require the Operating Committee

approval.



Insurance

a.



Premiums for insurance, pursuant to Article 10 of the Joint

Operating Agreement, any insurance that is not carried for the

benefit of all Working Interest Owners the cost of such insurance

Model Petroleum Concession Agreement 2009



113

shall only be charged to the Working Interest Owners, participating

therein.



I.



b.



Credits for insurance settlements received, pursuant to Article 10 of

the Joint Operating Agreement any insurance that is not carried for

the benefit of all the Working Interest Owners, any such credits

shall only be made to the Working Interest Owners participating in

such insurance.



c.



If no insurance is carried, all actual Expenditures incurred and paid

by Operator in settlement of any and all losses, claims, damages,

judgements and any other expenses, including legal services, shall

be charged to the Joint Account.



Other Expenditures

Any other costs, and Expenditures incurred by the Operator for the

necessary and proper conduct of the operations in accordance with

approved work programmes and budgets and not covered in this Article II

(2).



3. INDIRECT CHARGES INCLUDED IN OVERHEAD

Excluding all expenditures incurred by the Operator to cover the actual cost of services

as provided for in Article II (1) & (2) hereinabove, the Operator will incur, under the Joint

Operating Agreement, expenses in the performance and discharges of its functions and

duties. Such expenses relate to legal, treasury, tax [other than corporate income tax],

employee relations, including management staff and all operating departments having a

general action in the operations of the Joint Operations. The carrying out of such

functions shall be compensated as a whole by applying the percentages specified

below. The overhead charges shall be debited to the Joint Account on a monthly basis

and shall be determined on the total annual expenditures as set forth in Article II(2)

hereof less payments to the Government, litigation expense, and damages and losses

to property, as follows:

(a)



Exploration



3% of Expenditures per calendar year



(b)



Development and Production Expenditures

From US$ 0 to US$ 10,000,000= 2% each calendar year.

From US$ 10,000,000 to US$ 50,000,000=1% each calendar year.

Above US$ 50,000,000= 0.25% each calendar year.



Model Petroleum Concession Agreement 2009



114

The above rates have been selected to represent as fairly as possible the overhead of

the Operator not otherwise chargeable. These rates shall be reviewed by the Operating

Committee from time to time, on the basis of actual expenditures and the prevailing

conditions. These will also be adjusted reasonably in case the Operator is carrying out

operations in two or more blocks.

ARTICLE-III

BASIS OF CHARGES TO THE JOINT ACCOUNT

1.



PURCHASES



Material purchased and services obtained directly for the Joint Operations shall be

charged at the price paid by the Operator; however, such price shall not exceed that

currently prevailing in normal arm’s-length transactions on the open market. Price shall

include such costs as export broker's fees, transportation charges, loading and unloading

fees, import duties, surcharges and license fees associated with the procurement of

materials and equipment, and applicable taxes.

2.



PREMIUM PRICES



In the event material is not obtainable at recognized current list prices from general supply

sources, due to national emergency, strikes, Governmental regulations or other unusual

circumstances, over which the Operator has no control and it is so established, provisions

of prior paragraphs pertaining to pricing of material and costs of transportation shall not

apply, and the Operator may supply Materials from any available source, charging therefor

the current replacement cost including the cost of transporting such materials to the Area;

provided when practicable, a Non-Operator who may become an undivided interest owner

in such Materials, shall be given the opportunity of furnishing its share in kind.

3.



MATERIAL FURNISHED BY OPERATOR



Materials transferred from the Operator's warehouse or staging areas to the Joint Property

and charged to the Joint Account shall be priced based on the current replacement cost on

a world wide competitive basis for the same brand and specifications of the Materials

effective on that date, and also adjusted for condition of Material as provided hereunder.

A.



i)



Condition "A" means that which is new;



ii)



Condition "B" means that which has been used but is sound and is

suitable for its original function without reconditioning;



iii)



Condition "C" means that which has been used and would be

suitable for its original function after reconditioning or that which

cannot be reconditioned but has a limited service in its original

functions;

Model Petroleum Concession Agreement 2009



115



B.



iv)



Condition "D" means that which is unsuitable for its original function

but is usable for another function; and



v)



Condition "E" means that which is junk.



All Material furnished to the Joint Property from Operator's warehouse or

staging areas, unless otherwise agreed to by the Parties, shall be priced

on the following basis and charged or credited to the Joint Account.

a)



Condition A Material at Current Price;



b)



Condition B Material at seventy-five percent (75%) of Current Price

of Condition A Material;



c)



Condition C Material at fifty percent (50%) of Current Price of

Condition A Material;



d)



Condition D and E Material at a value commensurate with its use at

current prices.



There may be cases where the same items of the Material, due to their

unusual condition, shall be fairly and equitably priced by the Operator

subject to the approval of the Operating Committee.

C.



Operator shall only supply Material for the Joint Account from the

Operator's warehouse if the ultimate cost of such Material is equivalent to

the most economical cost of the same or similar Material currently

prevailing in normal arms length transactions on the open market.



Model Petroleum Concession Agreement 2009



116

ARTICLE-IV

DISPOSAL OF EQUIPMENT AND MATERIAL

1.



MATERIAL PURCHASED BY THE OPERATOR OR NON-OPERATOR



The Operator shall be under no obligation to purchase the interest of a Non-Operator in

surplus, new or used Material. The Operator shall dispose of and account for the

disposition of surplus Material.

2.



SALES TO OUTSIDERS



Sales to outsiders of major Material shall be made with the consent of Non-Operators as

to both terms and price and, where made, proceeds shall be credited by the Operator at

the full amount collected from the purchaser. Any claim by a purchaser for defective

Material, or otherwise, shall be charged back if and when paid by the Operator.



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ARTICLE-V

INVENTORIES

PERIODIC INVENTORIES - NOTICE AND REPRESENTATION

At reasonable intervals or as directed by the Operating Committee, inventories shall be

taken by the Operator of all Joint Account stock and installed Material and Equipment on

which detailed accounting records are normally maintained for material control purposes.

The Operator shall give Non-Operators at least thirty (30) Days written prior notice of its

intention to take inventory, and Non-Operators, at their sole cost and expense, shall be

entitled to have a representative present. The failure of any Non-Operator to be

represented at such inventory shall bind such Non-Operator to accept the inventory taken

by the Operator, who shall in that event furnish each Non-Operator with a reconciliation of

overages and shortages. Inventory adjustments to the Joint Account shall be made by the

Operator for overages and shortages, but the Operator shall be held accountable to NonOperators only for shortages due to lack of reasonable diligence. Any adjustments of

inventory by one percent (1%) or more shall be brought to the attention of the Operating

Committee for review.

2.



SPECIAL INVENTORIES



Whenever there is a sale or change of interest in the Joint Property, a special inventory

may be taken by the Operator, provided the seller and/or purchaser of such interest

agrees to bear all of the expense thereof. In such case, both seller and purchaser shall be

entitled to be represented and shall be governed by the inventory so taken.



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ARTICLE-VI

TERMINATION

As soon as practical after termination of the Concession Agreement and the Joint

Operating Agreement, the Joint Account shall be finally settled and balanced by whatever

cash payments between the Working Interest Owners are expedient following presentation

by the Operator to all Working Interest Owners of a final statement of the costs and credits

in the Joint Account, subject to any adjustment that may be required as the result of any

final audit performed in accordance with the procedures provided elsewhere in the

Concession Agreement and the Joint Operating Agreement.



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119

ANNEX III

STANDARD FORM OF DEVELOPMENT AND PRODUCTION LEASE



The President of Pakistan hereinafter referred to as "the President" hereby grants under

and in accordance with the provisions of the Pakistan Petroleum (Exploration and

Production) Rules, 2009 and on the terms and conditions set forth or referred to therein,

and _________________________ (hereinafter referred to as "the Lessee") hereby

accepts a Development and Production Lease, on the terms and conditions aforesaid and

on further terms and conditions set forth herein as follows:

(1)



This Lease is granted to the following companies, with working interests

as stated herein:

Name(s) of Lessee(s)

_______________________________

_______________________________

_______________________________



(2)



This Lease gives the Lessee(s) the exclusive right to perform activities in

connection with the Development and Production of Petroleum in the

following areas:

Lease Area No.



Coordinate



Km2



--------------



-------------



------------



--------------



-------------



------------



--------------



-------------



------------



(3)



The Lease is valid for a period of ________________. The Lessee(s)

shall be entitled to renewal of the Lease, as follows: ______________



(4)



The Lessee(s) shall develop the Petroleum deposits in the Lease Area

with due diligence and substantially in accordance with the Development

Plan, dated ____________ subject to such modifications thereto as THE

PRESIDENT may approve.



Model Petroleum Concession Agreement 2009



120

(5)



When the deposits have been developed, Petroleum shall be produced in

accordance with the production profile approved from time to time by THE

PRESIDENT.



(6)



The laws of Pakistan shall govern all activities pursuant to this Lease.



In witness whereof the President has set his hand and seal and the Lessee(s) has caused

its Common Seal to the affixed hereon this ______ Day of _______________, 200____.



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ANNEX-IV

GOVERNMENT OF PAKISTAN



MINISTRY OF FINANCE, REVENUE AND ECONOMIC AFFAIRS

(REVENUE DIVISION)

***

Islamabad, the 7th August, 2004.

NOTIFICATION



(CUSTOMS/SALES TAX)

S.R.O. 678(I)/2004. - In exercise of the powers conferred by section 19 of the

Customs Act, 1969 (IV of 1969), and clause (a) of sub-section (2) of section 3 of the

Sales Tax Act, 1990, and in supersession of its Notification No. S.R.O. 448(I)/2004,

dated the 12th June, 2004, the Federal Government is pleased to exempt, -(1)



machinery, equipment, materials, specialized vehicles or vessels, picksups (4x4), helicopters, aircraft, accessories, spares, chemicals and

consumables, as are not manufactured locally, imported by the

Exploration and Production (E&P) Companies, their contractors, subcontractors and service companies, from customs- duty in excess of five

per cent ad valorem leviable under the First Schedule to the Customs Act,

1969 (IV of 1969), and the whole of sales tax leviable under the Sales Tax

Act, 1990, on their import and subsequent supply, subject to the

conditions specified under the caption “CONDITIONS WITH REFERENCE

TO CLAUSES (1) AND (2)”;



(2)



machinery and equipment, as are not manufactured locally, imported by

companies other than Exploration and Production Companies, from

custom duty in excess of five per cent ad valorem leviable under the First

Schedule to the Customs Act, 1969 (IV of 1969), subject to the conditions

specified under the caption “CONDITIONS WITH REFERENCE TO

CLAUSES (1) AND (2)”;



(3)



goods as mentioned in CLAUSES (1) and (2) above, as are manufactured

locally, imported by Exploration and Production Companies, their

contractors, sub-contractors and service companies, other petroleum and

public sector companies as is in excess of ten per cent ad valorem

leviable under the First Schedule to the Customs Act, 1969 (IV of 1969),

except X-mass trees, well-head and integral components and parts

thereof which shall be exempted from so much of the customs-duty as is

in excess of fifteen per cent ad valorem; imported by E&P Companies

their contractors, sub-contractors and service companies, provided that

goods imported by public sector companies shall be subject to provisions

of Notification No. S.R.O. 827(I)/2001, dated the 3rd December, 2001,

except for projects wherein an investor or multinational company has a

Model Petroleum Concession Agreement 2009



122

blocking vote. Components and parts of wellhead and X-mass tree if

imported for their otherwise utilization will be allowed on payment of 10%

customs duty on the basis of certification of respective E&P Company.

However, items not manufactured locally shall remain subject to 5%

customs duty. All items falling under this serial No. (3) shall also be

exempt from whole of the sales tax if these are plant, machinery,

equipment and proprietary spares of parent equipment 1[provided such

spares are] not manufactured locally.

(4)



raw materials and components, as are not manufactured locally, and are

imported for use in the manufacture of goods specified in clauses (1) and

(2), to be supplied to the petroleum sector companies as specified in the

said Notification from whole of customs duty leviable under the First

Schedule to the Customs Act, 1969 (IV of 1969), 1[and the whole of sales

tax leviable under the Sales Tax Act,1990] subject to the conditions

specified under the caption “CONDITIONS WITH REFERENCE TO

CLAUSE (4)”.



1



Two vehicles (Pajero/Toyota Land Cruiser etc), imported by Exploration

and Production (E&P) Companies shall be exempt from whole of customsduty while the 3rd and 4th vehicle shall be exempt from duty as is in excess

of 10% and 25% respectively. Similarly one vehicle imported by Service

Company shall be exempt from the whole of customs duty and their 2nd

vehicle shall be exempt from duty as is in excess of 10% ad valorem;

subject to the following conditions, namely:-



[(5)



(a)



Life of the vehicle shall be five years unless sooner it is damaged

to the extent that it cannot be used; and



(b)



for claiming replacement of any vehicle the vehicle required to be

replaced shall be surrendered to the customs authority free of

cost.”;]



CONDITIONS WITH REFERENCE TO CLAUSES (1) AND (2).

(i)

Only such goods shall be entitled to the exemption under this notification

as have been certified, for clause (1), by an E&P Company, and for clause (2), by

a company other than an E&P company, for its own use or its contractors, subcontractors and service companies for its projects of oil and gas exploration and

production, refinery, oil and gas pipeline, liquefied petroleum gas (LPG),

compressed natural gas (CNG), petroleum terminals, energy conservation,

environment and safety controls;

the exemption available to E&P companies shall be admissible only to such

E&P companies who hold permits, or licences, or leases or concession or

Model Petroleum Concession Agreement 2009



123

production sharing agreement and who enter into supplemental agreements

with Government of Pakistan;

the importers shall maintain an account of all imports alongwith the relevant

record as prescribed by the Customs Rules, 2001 and Sales Tax Act, 1990;

(iv) in the event a dispute arises whether any item is entitled to exemption under

this notification, the item will be immediately released by the Customs

Department against a corporate guarantee valid for a period of nine months,

extendable by the concerned Collector of Customs on time to time basis. A

certificate from the relevant Regulatory Authority that the item is covered

under this notification shall be given due consideration by the Customs

Department towards finally resolving the dispute. Disputes regarding the local

manufacturing only shall be resolved through the Engineering Development

Board;

(v) in the event that an emergency condition occurs in connection with operations

by a petroleum sector company which seriously endangers life or property of

the operations of the project, the relevant Regulatory Authority shall declare

an emergency and the operating company shall be allowed to import any item

or items considered necessary by the said company to deal with the

emergency under intimation to the Regulatory Authority without fulfilling such

formalities as are likely to cause delay. Payment of duties and taxes, if any,

will be paid upfront based on the calculations by the respective E&P

Company of the declared value. Such payment can be made at the time of

clearance in cash or by opening a current account with customs or by pay

order or by a cheque issued by the respective E&P company.

(vi)



items imported at concessionary rates which become surplus, scrap, junk,

obsolete or otherwise shall be disposed of in the following manner,

namely:-



(a) in the event an item other than vehicles, is sold to another company in the

petroleum sector no import duties shall be levied or charged. Otherwise, it

shall be sold through a public tender and duties shall be recovered at the rate

of ten per cent ad valorem of the sale proceeds;

(b) for vehicles there would be a minimum retention period of five years after

which the vehicles may be disposed of in the manner provided in (a) above

except that the full rate of import duties, net of any import duties already paid,

shall be charged subject to an adjustment of depreciation at the rate of two

per cent per month up to a maximum of twenty four months;

(c)



vehicles can be surrendered at any time to the Government of Pakistan

without payment of any import duties under intimation to the Central Board of

Revenue; and

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124



(d) items imported on payment of 5% customs duty ad valorem or above, which

have been rendered scrap, with change in their physical status, composition

or condition and PCT classification, will be dealt with as scrap and shall be

chargeable to customs-duties and sales tax accordingly, at standard rates;

(vii)



all petroleum sector companies, corporations and organizations including their

contractors and sub-contractors and service companies shall be entitled to import

machinery, equipment, helicopters, aircrafts, drilling bits, drilling and seismic (on

shore or off shore) vessels, drilling rigs, specialized vehicles which fall under

PCT heading 87.05 including accessories and spares, 1[excluding those for

current use] that are part of such vehicles and vessels for the purpose of

construction, erection, exploration and production of petroleum projects on an

import-cum-export basis without payment of duties and taxes against a corporate

guarantee valid for a period of two years equal to the value of import duties and

taxes exempted, extendable by the Collector of Customs on time to time basis, if

the importer has a definite contract. Should the goods etc., not be exported on

the expiry of the project or transferred with the approval of the Collector of

Customs to another petroleum project, or the period of stay has been extended

by the Collector of Customs, then the company or their contractors or subcontractors or service companies, as the case may be, shall be liable to pay

duties and taxes chargeable at the time of import as per clauses (1), (2) and (3)

above.



(viii)



each importer or E&P company shall develop a software within a period of one

year from the date of issuance of said Notification and shall establish an online

connection with the customs authorities for regulating the imports made under

this notification.



(ix)



any item imported under this notification may be exported for replacement or

otherwise, repair, modification or renovation and may be re-imported by paying

concessionary duty and taxes only as per serial (1) on the actual cost of repair,

renovation or modification of the respective item(s).



CONDITIONS WITH REFERENCE TO CLAUSE (4) ABOVE

(i)



The manufacturer has suitable in-house facilities and registration with the Sales

Tax Department for manufacture of such goods or the importer-cummanufacturer is in possession of a firm contract for the manufacture of such

goods with any other manufacturer having suitable in-house facilities and

registered with Sales Tax Department for the manufacture of such goods;



(ii)



the manufacturer-cum-importer shall furnish to the Collector of Customs and

Collector of Sales Tax the list of such goods that he is manufacturing or intends

Model Petroleum Concession Agreement 2009



125

to manufacture alongwith the details of raw materials and components required

for the manufacture of each item and the total 1[anticipated] annual requirement

of all such inputs;

(iii)



1



(iv)



the clearance of inputs shall be allowed through 1[Karachi Custom House or Port

Muhammad Bin Qasim or a part] nearest to the manufacturing unit;



(v)



the manufacturer-cum-importer shall, at the time of import of raw materials and

components make a written declaration on the goods declaration to the effect

that the raw materials and components have been imported for manufacturing of

goods to be supplied to the petroleum sector companies as specified in condition

(i) under the caption “CONDITIONS WITH REFERENCE TO CLAUSES (1) AND

(2);



(vi)



the manufacturer cum importer shall maintain record of the inputs and the goods

manufactured out of them in such form as may be prescribed by the Central

Board of Revenue or required under any other law in force by the CBR;



1



[(vii) The manufacturer-cum-importer shall communicate to the concerned Collector of

Customs in writing about the consumption of imported goods within one month of

consumption. In case of non-consumption within a period of one year,

extendable for another year by the concerned Collector, the importer shall pay

the customs-duty and other taxes involved. The importer may however re-export

the unconsumed portion during the validity period;]



(viii)



1



[Omitted;]



in case the manufacturer-cum-importer does not provide information regarding

consumption or otherwise of the imported goods within a period of one hundred

eighty days of import or such extended period as allowed by the Collector or if

otherwise deemed necessary, the records of importer cum manufacturer shall be

audited by the Duty Suspension Audit Organization (DSAO) or by any other

person duly appointed by the Collector. If upon audit consumption of goods is

not found satisfactory the Collector of Customs shall initiate proceedings for the

recovery of leviable customs duty and other taxes besides penal action under the

relevant provisions of laws in force; and



[(ix) The manufacturer-cum-importer of goods shall furnish a delivery note duly

supported with a corresponding purchase order from any petroleum sector

companies as prescribed in clauses (1) and (2) of this notification.]



Explanation.1. The expression "not manufactured locally" shall mean the goods, which

are not included in the list of locally manufactured goods, specified in the General

Order, issued by the Central Board of Revenue.



Model Petroleum Concession Agreement 2009



126

Explanation.2. Used and refurbished machinery, equipment, materials, specialized

vehicles or vessels, their components and parts importable under this notification will be

subject to the provisions of Import Trade and Procedures Order in effect.

Explanation.3. For the import of 4x4 single or double cabin pickup a committee will be

constituted for giving approval. It will comprise nominees of CBR and Pakistan

Petroleum Exploration and Production Companies Association.

[C.No.1/10/Mach./2004]

(Muhammad Ramzan)

Additional Secretary

As Amended

1.



S.R.O.571(I)/2005



-



dated



06.06.2005



Model Petroleum Concession Agreement 2009



127



ANNEX-V

LIST OF MACHINERY AND EQUIPMENT REQUIRED FOR JOINT OPERATIONS



The following items will be required for Joint Operations, and not for the

personal use of employees:

1.



Drilling rigs, vessels and machinery, including prefabricated derricks,

draw-works, rotary tables, high pressure hoses, kelly stems, tongs,

swivels, hooks, elevators, slips, boilers, bales, traveling blocks, crown

blocks, wire lines, wellhead equipment, blow out preventers, control

heads, drilling bits, reamers, thread dope, rope (wire and hemp) and well

cementing equipment.



2.



Machinery, including such items as steam, diesel, petrol and gas engines,

electric motors and generators including electric arc welding and gas

welding generators and welding torches, electrical power switch-gear,

pumps of all types and sizes for drilling and producing Petroleum,

machine tools as required in connection with exploration, drilling or

production of Petroleum, including lathes, grinders, planners, power saws,

presses, drills and hammers, power driven winches, air compressors,

pneumatic tools, special cables including steel, electric and hemp,

mechanical power transmitters.



3.



Scientific and engineering instruments including surveyors transits, levels,

Alidades, Brunton and prismatic compasses, seismic instruments, gravity

meters, magnetometers, instruments and equipment required for well

logging and surveying (including photographic recording), mud-treating

and control, core analysis, and gas testing (in particular

gaschromatograph, microscopes, ultra violet lamps, rock-saw), special

photographic and such special instruments as will be required to establish

geophysical, geological, engineering and chemical laboratories, radio

telemetering, radio facilities and other electronic equipment and seismic

energy sources (dynamite, etc.) and consumables.



4.



Tools including drilling tools, oil well fishing and speciality tools, drill stem

test, wire line test, well surveying and logging, well cementing tools and

equipment, also oil well cement, drilling mud and admixtures, drilling

equipment and all types of support equipment.



5.



All forms of vessels, heavy hauling and oilfield service vehicles, four wheel

drive single and double cabin pick-ups, jeeps, station wagons, trucks and

general purpose vehicles built primarily for off-road/rough terrain

transportation of staff and equipment (excluding saloon cars and luxury

Model Petroleum Concession Agreement 2009



128

five door jeeps) and aircraft required to support the marine drilling units

and onshore support operations, specialized transportation and earth

moving equipment; trailers for field use, aircraft, boats, barges, swamp

buggies, including tires, tubes, valves and valve stems for the above

equipment.

All equipment and working material necessary for

construction of exploration and exploitation facilities.

6.



Steel pipe of all sizes, including drill pipe, drill collars, oil well casing,

tubing and line pipe and all necessary control valves and fittings.



7.



Special prefabricated steel structures, including but not limited to, marine

production facilities fully outfitted all forms of sub-sea equipment for

exploration, drilling and production, tanks and pressure vessels and all

semi finished goods (steel plates etc. for their construction on location and

all related instruments, regulating and measuring equipment, controllers,

gauges, indicators, etc.)



8.



Specialized fire fighting equipment for oil field use both, mounted and

portable, fire and smoke detectors and all forms of precautionary devices

to protect life and property.



9.



Special Petroleum field designed electric communication and cooling

equipment, computing hardware/software. [For software subject to Article

13.7].



10.



Safety equipment of all kinds including items such as boots, coveralls,

safety helmets, gloves, protection eyeglasses, H2S equipment, life rafts,

life boats, safety jackets, first aid kits, medical supplies, transport

equipment, emergency lighting, radioactive monitoring tools, fresh water

making equipment, gas detection systems, blow out preventers etc.



11.



Replacement parts for the foregoing.



NOTE:

I)



The foregoing enumeration of items is not exhaustive and each category shall be

deemed to include articles of similar nature required for the specific purpose of

operations on land, sea, and air for on-shore and off-shore petroleum

exploration, production and development projects.



II)



The foregoing list shall not include articles which are produced and available in

Pakistan at the same delivery date, of the same quality, at comparable prices as

certified by the Director General of Petroleum Concessions and which are

banned for import under the Import/ Export/ Trade Policy by the Government

Model Petroleum Concession Agreement 2009



129



III)



IV)



from time to time notwithstanding the fact that such items may be among those

described above.

No customs concessions will be allowed on spare parts, office equipment,

stationery articles and other goods/items etc. which are locally manufactured and

so certified by the Director General, Petroleum Concessions.

It is clarified that the Operator, its contractors or sub-contractors can import on an

import cum export basis the used equipment and machinery (such as seismic

acquisition equipment, drilling rigs and equipment, production testing equipment

etc.) for the purposes of temporary Operations on the recommendations of the

Director General, Petroleum Concessions but the same will have to be either

exported after the operations have been completed or the transfer of the said

equipment to another company has been authorized by the appropriate

Regulatory Authority in accordance with the Petroleum Policy and the

notifications issued by the Central Board of Revenue.



Model Petroleum Concession Agreement 2009



130

ANNEX-VI

C.No.10(14)/93-ICM-CON. DATED 13 JUNE 1994

GOVERNMENT OF PAKISTAN

CENTRAL BOARD OF REVENUE



C.No.10(14)/93-ICM-CON.



From:



Ghulam Ahmad

Secretary (ICM&Con)



To:



The Collector of Customs

(Appraisement)/(Preventive)

Custom House

Karachi.



Islamabad, the 13th June, 1994.



The Collector of Customs and

Central Excise

Peshawar/Rawalpindi/Faisalabad/Gujranwala/Multan/

Hyderabad/Quetta/Lahore.

SUBJECT:



EXEMPTION OF CUSTOMS DUTY, SALES TAX AND IQRA

SURCHARGE ON FOODSTUFF/LIQUOR AND HOUSE-HOLD

EFFECTS OF EXPATRIATE EMPLOYEES OF THE OIL DRILLING

COMPANIES AND THEIR CONTRACTORS/SUB-CONTRACTORS.



The Central Board of Revenue has been pleased to order that henceforth

foreign expatriate employees of the Oil Companies and the contractors/subcontractors of the oil companies coming to work on petroleum projects covered

under Petroleum Concession Agreements will be entitled of following

concessions:

a)



Foreign employees and consultants of petroleum sector companies and

foreign employees of such companies contractors and sub-contractors will

be entitled to import free of import duties including customs duties, sales

tax, Iqra surcharge and any other surcharges and licence/authorization

fees used and bonafide personal and household effects, excluding

passenger vehicles provided that the effects were acquired or were in

such person's possession before his arrival in Pakistan or were imported

within 6 months of such arrival. Such personal and house-hold effects may

thereafter be freely exported free of export duties and fees. Such articles

shall not be sold or disposed off or transferred in Pakistan except with the

prior permission of Regulatory Authority and on payment of import duties

Model Petroleum Concession Agreement 2009



131

at the rate and value operating on the date the goods at the time of import

less depreciation @ 10% per annum.

b)



Foreign employees and consultants of petroleum sector companies and

foreign employees of such companies contractors and sub-contractors

shall be allowed to import commissary goods free of import duties

including customs duty, sales tax, Iqra surcharge and any other

surcharges to the extent of US $ 1,200 each (excluding family members)

per annum or such greater amount notified from time to time subject to the

condition that the said goods shall not be sold or disposed off in Pakistan

and no foreign exchange from Pakistan shall be involved.



3.

The previous instructions issued on the subject

C.No.5(26)92/Cus.Ex. dated 29-12-1992 are hereby withdrawn.



vide



Board's



letter



( Ghulam Ahmad )

Secretary (ICMM&CON)



Copy to:



Mr. Akhlaque Mahmud, Deputy Director (Imp)

Directorate General Petroleum Concessions, 1019-A, Pak Plaza,

Fazal-e-Haq Road, Blue Area, Islamabad.

(with reference to Board's letter No.5(26)/92-Cus. Ex., dated 29.12.1992)



Sd/( Ghulam Ahmad )

Secretary (ICM&CON)



Model Petroleum Concession Agreement 2009



132

ANNEX-VII

LIST OF COMMISSARY STORES



The following food stuff and commissary stores can be imported:



Food

(i)



Meat:



Beef, Pork, Ham, Bacon, Miscellaneous meat including tinned meat.

(ii)



Vegetables tinned and glassed including juices.



(iii)



Fruits tinned including juices.



(iv)



Liquor, Tobacco and cigarettes of all kinds.



(v)



Sea Food: Tinned tuna, salmon, sardines etc.



Note: Import of Liquor by the non-Muslim foreigners shall be subject to the regulations

and orders of the Government of Pakistan.



Model Petroleum Concession Agreement 2009



133

ANNEX-VIII

BANK GUARANTEE

The President

Islamic Republic of Pakistan,

Through Director General Petroleum Concessions

Ministry of Petroleum and Natural Resources

Islamabad



Gentlemen:

Regarding: Our Irrevocable Bank Guarantee No

In compliance with the request of XYZ/ABC ("the Company"), we, (Name of

Bank), issue this unconditional irrevocable Bank Guarantee in your favour for a

sum not exceeding United States Dollars (US$

), which represents 25 % of

the Minimum Financial obligations for the initial exploration period for Block No

under the Concession Agreement, dated

200 ("Agreement") among the

Company (XYZ/ABC), GHPL if applicable) and THE PRESIDENT of the Islamic

Republic of Pakistan ("THE PRESIDENT"), relating to Petroleum exploration,

development and production in Pakistan to guarantee the Company's faithful

performance of its financial obligations as provided for in the Agreement, the said

sum of

United States Dollars (US$ ) to be reduced annually by an amount

proportionate to 25% of the discharge of Minimum Work Commitment for that

year as provided for in the said Agreement, as evidenced by a signed certificate

from THE PRESIDENT or his designee (Director General

Petroleum

Concessions).

The terms and conditions of this Bank Guarantee are as follows:

1) The said amount, or any part thereof, shall be paid to Director General

Petroleum Concessions without recourse to any person on receipt of your first

written demand that the amount claimed is duly payable under the

Agreement.

2) We hereby waive any or all rights and demands (including but not limited to

diligence, presentment, demand for payment & protest,) as guarantor, of first

requiring the President to proceed against or enforce his contractual or legal

right against the Company obligations hereunder are continuing, absolute and

unconditional, and will not be in any way affected by giving of time or any

forbearance by THE PRESIDENT the waiver or consent by THE PRESIDENT

with respect to any provisions of the Agreement and irrespective of the

validity, regularity, enforceability or value of the Agreement, or by any other

circumstances which might otherwise constitute a legal or equitable discharge

or defence of a surety or guarantor, all of which are hereby expressly waived.

Model Petroleum Concession Agreement 2009



134



3) Our obligations hereunder shall be paid in United States Dollars to the bank

account designated by THE PRESIDENT or his designee (Director General

Petroleum Concessions), free and clear of and without reduction by reason of

any and all present and future taxes, levies, imposts, deductions,

assessments, charges or withholdings whatsoever. We shall bear and pay

any and all fees and expenses in relation to or in connection with this Bank

Guarantee.

4) In order to give effect to this Bank Guarantee, we hereby declare that THE

PRESIDENT or his designee (Director General Petroleum Concessions) shall

be at liberty to act as though we were the principal debtor, and we hereby

waive all and any of the rights as surety which may at any time be

inconsistent with any of the above provisions.

5) Any claim or demand under this Bank Guarantee shall be presented to us on

or before the expiration of the date of the validity of this Bank Guarantee.

6) This Bank Guarantee shall be effective immediately and expire on

(NB:

ninety (90) Days after the end of the term and thereafter automatically,

without any formality, become null and void for all its effects and this Bank

Guarantee shall be returned to us immediately.

7) Notwithstanding anything contained hereinabove our maximum liability

hereunder shall not exceed the sum of US$ .



Yours very truly,



(Name of Bank)



Model Petroleum Concession Agreement 2009



135

ANNEX IX

PARENT COMPANY GUARANTEE GIVEN PURSUANT TO

ARTICLE XXV OF THE PETROLEUM CONCESSION AGREEMENT



Whereas XYZ/ ABC a Company having its registered office at

the majority of the shares in



is the owner of



a party to the Agreement (as hereinafter defined)



and is its parent company.



Whereas



(hereinafter referred to as the "Company") has entered into a



Concession Agreement (herein referred to as the "Agreement" with THE PRESIDENT of

the Islamic Republic of Pakistan and GHPL (if applicable) relating to the Area as defined

therein and assumed various obligations in favour of THE PRESIDENT.



hereby acknowledges that it is dutifully aware of and understands the legal

and contractual obligations undertaken by the Company under the Rules, Licence and the

Agreement and hereby guarantees that, in the case of a default by the Company of any of

its obligations under the Rules, Licence and the Agreement, it will, provide the Company

with all necessary financial and other means to enable it to fully perform its aforesaid

obligations, and rectify the default provided that not less than fourteen (14) Days notices of

the alleged default and amount payable thereon have been communicated in writing.



This Guarantee will apply as of the Effective Date (as defined in the Agreement) and as

long as the Company is a party to the Agreement.



The laws of Pakistan shall govern this guarantee.



IN WITNESS whereof this Deed has been executed on the ____ Day of



20__



The Common Seal of



Model Petroleum Concession Agreement 2009



136



ANNEX X

WORK UNITS



ARTICLE 1

GENERAL PROVISIONS

1.1



Purpose



The purpose of this Annex regarding Work Units is to set out the principles and

procedures whereby the work program under Article 3.3 of the Agreement shall be

carried out on the basis of Work Units, as per Rules as hereinafter defined.

1.2



Definitions



The definitions of Article 1 of the Agreement shall apply to this Annex and have the

same meaning except that references herein to Article refer to Articles hereof unless

otherwise indicated. In addition, the following terms will have the meaning given below:



1.3



(a)



"Well Depth" means, the well depth measured along the well bore from the

rotary table to the total depth for onshore wells. In case the well is a

deepening of an existing well, the well depth is measured from the

deepest point in the existing well to the new total depth. In case a well is

side-tracked, the depth shall not include any depth drilled below the kick

off point of the side track, but shall include the redrilled part of the well

from the kick off point to the total depth. In case a well is horizontally

drilled or deviated, the length of the horizontal/deviated segment well shall

be added to the vertical well depth.



(b)



"Work Unit" means a unit of work for the purpose of measuring the

quantum of Minimum Work under Article 3.3 of the Agreement, as set out

in more detail in Articles II and III of this Annex.



Precedence of Documents



In the event of any inconsistency or conflict between the provisions of this Annex III and

the provisions of the Agreement, the provisions of the Agreement shall prevail.

1.4



Qualifying Work



The only work that qualifies for Work Units are new 2-D and 3-D seismic surveys and

Exploration Wells carried out during the Exploration Period in the Area. Work shall

include any seismic surveys for the purpose of locating Exploration Well and Exploration

Model Petroleum Concession Agreement 2009



137

Wells drilled in Development Areas during the Exploration Period. Any work carried out

as an Appraisal Program or as part of the development of a Commercial Discovery shall

not qualify for Work Units.

ARTICLE II

VALUE OF WORK UNITS

2.1



Value of Work Units

The value of one Work Units is Ten Thousand ($10,000) Dollars.

ARTICLE III

EQUIVALENCY OF WORK UNITS



3.1



Equivalency of Work Units



The following equivalency applies in order to equate work that has been carried out

with Work Units:

(a)



2-D seismic surveys

One line-kilometer of 2-D seismic surveys which has been acquired,

processed, interpreted and mapped 0.3 Work Unit.



(b)



3-D seismic surveys

One square kilometer of 3-D seismic surveys which has been acquired,

processed, interpreted and mapped 1.0 Work Unit.



(c)



One Exploration Well with a surface location in Zone I or Zone II:

Well Depth (in meters)

1000

2000

3000

4000

5000

6000

7000



(d)



Work Units

100

200

400

600

1,000

2,000

3,000



One Exploration Well with a surface location in Zone III:



Well Depth (in meters)

1000



Work Units

50

Model Petroleum Concession Agreement 2009



138

2000

3000

4000

5000

6000

7000



3.2



80

100

200

330

600

900



Interpolation



For Well Depths intermediate to the ones indicated in the tables of Article 3.1 (c), 3.1 (d)

and 3.1(e), the Work Units shall be determined on the basis of linear interpolation.

ARTICLE IV

MINIMUM WORK UNITS DURING THE EXPLORATION PERIOD

4.1



Minimum Work Units



The minimum Work Units required by the Minimum Work programme will be set out in

Article 3.3 of the Agreement with respect to Phase One, Phase Two and Phase Three

of the Initial Term and the First and Second Renewal thereof in accordance with the

Rules.

4.2



Work which does not Qualify

The following work does not qualify for Work Units:



4.3



(a)



work carried out prior to the Effective Date,



(b)



work carried out after the termination of the Exploration Period,



(c)



work carried out outside the Area,



(d)



work which is not carried out in accordance with work program stipulated

in Article 3 of the Agreement.



(e)



work which does not qualify as Joint Operations under the Agreement.



(f)



any Exploration Wells which are terminated less than 100 metres below

the seabed, and



(g)



the portion of any Well Depth for which no well logs were obtained as a

result of blow-outs, other accidents or drilling problems.



Completion of Work

Model Petroleum Concession Agreement 2009



139



The work in order to earn Work Units shall be considered completed where:



4.4



(a)



DGPC has received satisfactory proof from the Working Interest Owner

that the work has been executed in accordance with the Agreement and

the Rules, and



(b)



DGPC has received the minimum required information pursuant to the

Agreement and the Rules.



Value of Work



The reduction of the irrevocable unconditional bank guarantee pursuant to Article 3.8 of

the Agreement or the determination of the non performance compensation/liquidated

damages pursuant to Article 3.4 of the Agreement, shall be based on the value of the

Work Units that have been completed or not competed by the Working Interest Owner,

irrespective of whether the actual cost of the work has been more or less than the value

of the Work Units.

4.5



Free Selection of Work



The Working Interest Owner is free to define the work that qualifies for Work Units,

subject to approval of the work program by the Management Committee.

4.6



Crediting of Work Units



Any Work Units, executed in excess of the amounts required under the Agreement for

each Phase of the Initial Term or the First Renewal can be carried forward to the next

period in accordance with the provisions of the Agreement. The value of Work Units

which are being transferred to subsequent years shall be adjusted in accordance with

Article 2.1 of this Annex-III.

4.7



Non-transferability of Work Units

Work Units cannot be transferred from one Area to another.



4.8



Allocation of Work Units



Where seismic surveys are being carried out jointly by several Working Interest Owners

in different Areas and/or on open acreage, the Working Interest Owner shall only

convert to Work Units the work which is carried out inside the Area and shall allocate

such work based on the line-kilometres or square kilometres carried out in the Contract

Area. Where a Working Interest Owner contributes to or shares in the costs of an

Exploration Well drilled outside the Area, the Working Interest Owner shall not claim

such well or any portion of such well for the earning of Work Units.

Model Petroleum Concession Agreement 2009



140



Annexure XI

WELL HEAD GAS PRICE ILLUSTRATION AS PER PRICING PROVISIONS OF

POLICY 2009

$/BBL

A.



Weighted average imported Crude Oil C & F Price (Assumed RCP) 35.0000

Floor Price (C & F)

10.0000

Ceiling Price (C & F)

100.0000



B.



Apply sliding scale discounts to C&F crude oil price after floor & upto ceiling

US$/BBL



Upto 20

Above 20

to

30

Above 30

to

40

Above 40

to

70

Above 70

to

100

Applicable C & F Price

C.



Applicable % of C&F Price

100%

Plus 50% of incremental increase

Plus 30% of incremental increase

Plus 20% of incremental increase

Plus 10% of incremental increase

(A+B+C+D+E)



US$/BBL

=20.0000 (A)

= 5.0000 (B)

= 1.5000 (C )

= 0.0000 (D)

= 0.0000 (E)

26.50000



Marker Price = Applicable C&F price x respective Zonal discount



Zone O (Offshore deep &

ultra deep)

Zone-I & Zone O (Offshore

shallow)



82.5% of Applicable C&F Price



21.8625



77.5% of Applicable C&F Price



20.5375



Zone-II



72.5% of Applicable C&F Price



19.2125



Zone-III



67.5% of Applicable C&F Price



17.8875



D.



Conversion factor * assumed (MM Btu/bbl)



5.7



E.



Zone wise producer prices for Pipeline quality specification gas in US$/MMBtu



Zone O (Offshore deep & ultra

deep)

Zone-I & Zone O (Offshore

shallow)

Zone-II



3.8355



3.3706



Zone-III



3.1382



3.6031



Note:* Weighted average heating value in MMBtu/bbl per type of imported Crude

Oil, as applicable during the period.

Model Petroleum Concession Agreement 2009



141



WELL HEAD GAS PRICE ILLUSTRATION AS PER PRICING PROVISIONS OF

POLICY 2009

$/BBL

A.



Weighted average imported Crude Oil C & F Price (Assumed RCP)

Floor Price (C & F)

Ceiling Price (C & F)



B.



Apply sliding scale discounts to C&F crude oil price after floor & upto ceiling

US$/BBL



Upto 20

Above 20

to

30

Above 30

to

40

Above 40

to

70

Above 70

to

100

Applicable C & F Price

D.



Applicable % of C&F Price

100%

Plus 50% of incremental increase

Plus 30% of incremental increase

Plus 20% of incremental increase

Plus 10% of incremental increase

(A+B+C+D+E)



140.0000

10.0000

100.0000



US$/BBL

=20.0000 (A)

= 5.0000 (B)

= 3.0000 (C )

= 6.0000 (D)

= 3.0000 (E)

37.0000



Marker Price = Applicable C&F price x respective Zonal discount



Zone O (Offshore deep &

ultra deep)

Zone-I & Zone O (Offshore

shallow)



82.5% of Applicable C&F Price



30.5250



77.5% of Applicable C&F Price



28.6750



Zone-II



72.5% of Applicable C&F Price



26.8250



Zone-III



67.5% of Applicable C&F Price



24.9750



D.



Conversion factor * assumed (MM Btu/bbl)



5.7



E.



Zone wise producer prices for Pipeline quality specification gas in US$/MMBtu



Zone O (Offshore deep & ultra

deep)

Zone-I & Zone O (Offshore

shallow)

Zone-II



5.3553



4.7061



Zone-III



4.3816



5.0307



Note:* Weighted average heating value in MMBtu/bbl per type of imported Crude

Oil, as applicable during the period.



Model Petroleum Concession Agreement 2009



142



Model Petroleum Concession Agreement 2009