Exhibit 10.9
Confidential
▇▇▇.▇▇. 1400 Copy No.1
LICENSE
FOR THE RIGHT OF SUBSOIL USE
series XMH round seal number 00753 type of license HE
ISSUED TO Open Joint Stock Company
_____________________________________________________________
"PAITYKH OIL"
________________________________________________________________________________
(business operating entity -holder of this license)
REPRESENTED BY ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, the General Director
______________________________________________________________
(full name of the person representing business operating entity)
FOR THE PURPOSE OF AND FOR THE FOLLOWING TYPES OF OPERATIONS: production of oil
________________________________________________________________________________
and gas within Paitykhskoye licensed area
________________________________________________________________________________
SUBSOIL PLOT IS LOCATED in Sovetski district of Khanty Mansiysk Autonomous
________________________________________________________________________________
Okrug, Tuymen Region
________________________________________________________________________________
(name of district, region, area, republic)
DESCRIPTION OF THE BOUNDARIES OF THE SUBSOIL PLOT, COORDINATES OF THE ANGLE
POINTS, THE COPIES OF THE SURVEY PLANS AND CROSS - SECTIONS, ETC., ARE ATTACHED
IN ANNEXES NO. 1,2.
___
(# of Annex)
THE RIGHT FOR USE OF LAND PLOTS RECEIVED FROM
________________________________________________________________________________
(name of the body, issuing permission, number and date of resolution)
THE COPIES OF THE DOCUMENTS AND THE DESCRIPTION OF A LAND PLOT ARE ATTACHED IN
________________________________________________________________________________
ANNEX
________________________________________________________________________________
(number of Annex, number of pages)
SUBSOIL PLOT HAS THE STATUS OF subsoil allotment
__________________________________________________
(geological or subsoil allotment)
THE EXPIRATION DATE OF THIS LICENSE 07/24/2014
Khanty-Mansiysk Autonomous Okug
Committee for natural resources
Territorial Fund of geological information
REGISTERED
03/24/1998
In the registrar No.KMN 00753-NE
THE FOLLOWING DOCUMENTS ARE THE INTEGRAL PARTS OF THIS LICENSE:
1. License Agreement on production of oil and gas within Paitykhskoye licensed
________________________________________________________________________________
area - 22 pages
________________________________________________________________________________
(document, number of pages)
2. Topographic Plan of Sredne-Nazymskoye license area - 1 sheet
________________________________________________________________________________
AUTHORIZED REPRESENTATIVE OF THE MINISTRY OF AUTHORIZED REPRESENTATIVE OF THE STATE BODY OF
NATURAL RESOURCES THE SUBJECT OF FEDERATION
Chairman of the Committee of Natural Resources Head of the Administration of Khanty-Mansiysk
_______________________________________________ ____________________________________________________
Khanty-Mansiysk Autonomous Okrug Autonomous Okrug
_______________________________________________ ____________________________________________________
Sergeeva ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vasilievich
_______________________________________________ ____________________________________________________
Round seal Round seal
Signature, date 03/20/98 Signature, date 03/21/98
MANAGEMENT OF THE ENTERPRISE HOLDER OF THIS LICENSE:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, the General Director
____________________________________________________
CJSC "Paitykh Oil"
____________________________________________________
Round seal
Signature, date 03/18/98
Addendum No.1
To License XMH No HE
LICENSE AGREEMENT
ON OIL AND GAS PRODUCTION
IN THE PAITYKHSKOYE LICENSED AREA,
WITHIN ▇▇▇▇▇▇-▇▇▇▇▇ AUTONOMOUS AREA
PREAMBLE
This License Agreement (hereinafter referred to as the "Agreement") was
executed in furtherance of the License Agreement of October 30, 1997 (License
XMH No 00662 HE) between the Ministry of Natural Resources of the Russian
Federation (hereinafter referred to as the Ministry) acting as a federal
authority for the management of the state-owned subsurface, the executive
authority of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area represented by the Administration
of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area (hereinafter referred to as the
Administration), collectively constituting a party to the Agreement, and Open
Joint Stock Company "Paitykh Oil" (hereinafter referred to as OJSC "PAITYKH
OIL") registered pursuant to the decision of Saint-Petersburg Registration
Chamber, registration No.82944, dated September 15, 1997 and Certificate of
State Registration No. 54254 (adjustments to the Charter documents are
registered pursuant to the Registration Chamber decisions No. 94549 dated
January 15, 1998 and No. 97156 dated February 11, 1998), being the other party
to the Agreement.
The Agreement shall supersede and terminate original Addendum No.1
"License Agreement..." to License XMH No 00662 HE and be deemed as an integral
part of License XMH No 00753 HE issued on March 24, 1998 and re-registered in
favor of OJSC "PAITYKH OIL".
Originally, the right to use subsurface of the PAITYKHSKOYE licensed
area was given to State Foreign Trade Self-Financing Company
"Kirishineftekhimexport" as a result of the tender of January 15-18 in the town
of Khanty-Mansiysk (License XMH 00196 HE). Later the License was re-registered
in favor of Open Joint Stock Company "KINEX" (OJSC "KINEX") pursuant to article
17-1 of the Russian Federation Law "On Subsurface" in connection with the change
of the organizational and legal form of the license holder.
License XMH No 00662 HE belonging to OJSC "KINEX" is re-registered in
favor of OJSC "PAITYKH OIL" pursuant to article 17-1, paragraph3 of the Russian
Federation Law "On Subsurface" in connection with re-organization of OJSC
"KINEX" by separating a company (OJSC "PAITYKH OIL") which shall continue the
licensed area activities of the ex-holder and shall be successor of the
proprietary rights and obligations of OJSC "KINEX".
The Parties agreed as follows:
ARTICLE 1. DEFINITIONS
1.1. Unless otherwise expressly specified in this Agreement, words used
in the singular shall include plural and words used in plural shall include
singular.
1.2. The Parties agreed upon the following meanings of the terms given
below:
BUDGET shall mean a document reflecting itemized income and costs of
OJSC "PAITYKH OIL" Oil Operations in a Calendar Year.
CALENDAR YEAR shall mean a Gregorian year beginning from the date of
registration and ending on December 31 of the same year. Subsequent years shall
start on January 1 and end on December 31.
COMMERCIAL DISCOVERY shall mean one or more fields or accumulations
within the Licensed area collectively or individually scheduled for commercial
operation.
OIL FIELD shall mean a subsurface accumulation of hydrocarbon deposits
in one or several reservoirs or horizons located one under another and deemed a
single occurrence for the purposes of efficient develoment.
POOL shall mean a subsurface accumulation of hydrocarbons occurring in
one reservoir.
OIL OPERATIONS shall mean any operations pertaining to oil field
exploration, construction and development, production, transportation, storage
and distribution of Hydrocarbons and any other works relating to operations
contemplated hereunder.
AUTHORITIES shall mean the Ministry of the Natural Resources of the
Russian Federation or its regional branch and the Administration of the
▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area authorized to regulate the use of subsurface
pursuant to the Law of the Russian Federation "On Subsurface".
PROGRAM shall mean a document describing a detailed scope of works
under all types of the Oil Operations to be performed by OJSC "PAITYKH OIL"
during a Calendar Year.
AGREEMENT shall mean this document with all addenda forming its
integral part including any amendment, addition, substitution, etc. which may be
made subsequently and upon approval of the Parties.
PRODUCTION AREA shall mean a part of the Licensed Area allocated to
OJSC "PAITYKH OIL" to organize production of the oil field which has a
commercial definition.
LICENSED AREA shall mean an area specified in Article 2 of this
Agreement located within the boundaries and described in detail in Article 3
where the Authorities shall grant OJSC "PAITYKH OIL" an exclusive right of oil
and gas exploration and production.
HYDROCARBONS (HC) shall mean an aggregate of solid, liquid and/or
gaseous hydrocarbons and all other associated and co-produced substances
including but not limited to Crude Oil, Natural and Associated Gas, Condensate
and their products.
CONDENSATE shall mean a natural mixture of light hydrocarbon compounds
(C5 and higher) separated or extracted in a liquid state from Natural Gas.
ASSOCIATED GAS shall mean gaseous hydrocarbons produced together with
Crude Oil.
2
NATURAL GAS shall mean hydrocarbons in gaseous state in the atmospheric
environment at normal temperature and pressure, as well as nitrogen, hydrogen
sulfide, helium and other gases.
CRUDE OIL shall mean a mixture of hydrocarbons and any associated
substances extracted from ▇▇▇▇▇ in a liquid state at atmospheric pressure as
well as bitumen, ozocerite and condensate obtained from Natural Gas.
SUBSOIL ALLOTMENT shall mean a geometrized subsoil block granted to a
subsoil user under a license for the development of subsurface.
GEOLOGICAL ALLOTMENT shall mean a subsurface area granted to a subsoil
user under a license for geological study without material infringement of the
subsurface integrity.
LAND ALLOTMENT shall mean a plot of land allotted to a user to carry
out operations pertinent to the use of subsurface.
PLANNED CAPACITY shall mean output by year.
ATTAING PLANNED CAPACITY shall mean the date of commencement of a field
development subject to approved levels of oil and gas production.
CCD shall mean the Central Commission for the Development of Oil and
Gas Fields of the Ministry of Fuel and Energy of the Russian Federation.
SER shall mean the State Expertise of Reserves of the Russian
Federation.
RCR shall mean the Regional Reserves Commission.
RCRD shall mean the Regional Commission for Reserves Development.
CCR oil shall mean the Central Commission for Russian Ministry of
Natural Resources charged with state expertise of oil, natural gas and gas
condensate reserves.
ARTICLE 2. SUBJECT OF THE AGREEMENT
2.1. This Agreement shall set forth terms and conditions of oil and gas
production (including exploration) within the Licensed Area.
2.2. The Agreement shall form an integral part of the License for use
of subsurface of the PAITYKHSKOYE Licensed Area and specifies the basic terms of
subsurface use to produce oil and gas (including exploration thereof) within the
territory assigned the status of a subsoil allotment the depth of which is
restricted by the top of Paleozoic basement marked with the angular points on
the topographic map which coordinates are tabulated below:
--------------- -------------------- ---------------------- -------- -------------------- ---------------------------
No. Northern latitude Eastern longitude No. Northern latitude Eastern longitude
--------------- -------------------- ---------------------- -------- -------------------- ---------------------------
1 61 08' 00" 65 11' 00" 8 61 15' 00" 65 39' 00"
--------------- -------------------- ---------------------- -------- -------------------- ---------------------------
2 61 13' 00" 65 11' 00" 9 61 15' 00" 65 33' 00"
--------------- -------------------- ---------------------- -------- -------------------- ---------------------------
3
3 61 13' 00" 65 15' 00" 10 61 12' 00" 65 33' 00"
--------------- -------------------- ---------------------- -------- -------------------- ---------------------------
4 61 15' 00" 65 15' 00" 11 61 12' 00" 65 27' 00"
--------------- -------------------- ---------------------- -------- -------------------- ---------------------------
5 61 15' 00" 65 18' 00" 12 61 09' 00" 65 27' 00"
--------------- -------------------- ---------------------- -------- -------------------- ---------------------------
6 61 21' 00" 65 18' 00 13 61 09' 00" 65 18' 00"
--------------- -------------------- ---------------------- -------- -------------------- ---------------------------
7 61 21' 00" 65 39' 00" 14 61 08' 00" 65 18' 00"
--------------- -------------------- ---------------------- -------- -------------------- ---------------------------
ARTICLE 3. DESCRIPTION OF THE LICENSED AREA
3.1. The size of the Licensed Area shall be 380.0 km(2).
3.2. The Licensed area shall include the PAITYKHSKOYE oil field located
within the district as well as the adjacent territory marked with a borderline
as specified in clause 2.2. of the Agreement.
3.3. As of June 17, 1997, no ancestral lands are registered in the
Licensed area and no native families live therein.
ARTICLE 4. AUTHORIZATION OF OPERATIONS
AND DISPOSAL OF EXTRACTED RESOURCES
4.1. OJSC "PAITYKH OIL" shall be authorized to perform exploration,
prospecting, appraisal, construction, development, production and sales of the
production extracted in the Licensed Area and other works required to attain the
objectives hereof.
4.2. Under this Agreement and applicable law of the Russian Federation
and regulations of the Khanty-Mansiysk Autonomous Area the License holder (OJSC
"PAITYKH OIL") shall be granted title to the volume of produced hydrocarbons as
specified in a bilateral acceptance certificate which confirms the metered
quantity.
The output shall be recorded by meters installed at the exit point of
production from the Licensed Area (such meters shall comply with requirements
for commercial meters).
4.3. The entire well stock drilled in the PAITYKHSKOYE licensed area
shall be delivered to the License Holder (OJSC "PAITYKH OIL") pursuant to the
Regulations for the Delivery and Operation of Deep Oil and Gas ▇▇▇▇▇ Drilled at
the cost of the Federal Budget and Reflected on Balance Sheets of State-Owned
Survey Entities approved by the Committee for Subsurface of the Russian
Federation (on March 27, 1995), State Committee for the Management of State
Property of the Russian Federation (on August 7, 1995), State Mining Safety
Inspection (dated April 1, 1995) and the Ministry of Fuel and Energy of the
Russian Federation and registered by the Ministry of Justice of the Russian
Federation under No. 953 on September 25, 1995, within the period specified in
this Regulation.
Any ▇▇▇▇▇ abandoned or scheduled for abandonment within the Licensed
Area funded from the federal budget (including the mineral replacement tax)
shall be delivered to OJSC "PAITYKH OIL" (the license holder) to exercise
supervision of their condition.
ARTICLE 5. TITLES
5.1. OJSC "PAITYKH OIL" may own, manage and dispose of the assets by
OJSC "PAITYKH OIL" from its profits and loans as provided for by applicable
civil law. The owner
4
shall be entitled to manage such assets at his discretion provided it complies
with applicable laws and regulations and does not infringe on legal interests of
third parties.
5.2. Provisions of Clause 5.1. shall not apply to assets owned by third
parties or leased by OJSC "PAITYKH OIL".
ARTICLE 6. GEOLOGICAL SUBSURFACE DATA
Initial data and results of its processing shall include those funded
by the government and by OJSC "PAITYKH OIL".
The title to geological and other subsurface data shall be protected as
provided for by the applicable law of the Russian Federation.
6.1. Under Article 27 of the Law "On Subsurface" any information funded
by the government shall be deemed the property of the government. The
Authorities shall cause the transfer to OJSC "PAITYKH OIL" of geological data
available in regional and district geological and geophysical databases in
compliance with the Regulations for Storage, Use and Transfer of Subsurface Data
Funded by the Government dated November15, 1994, No. 61/2952, approved by the
Committee for Subsurface of the Russian Federation and the Administration of the
▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area.
6.2. Additional subsurface data on the Licensed Area not included in
the mandatory list compiled pursuant to the approved industry instructions and
regulations shall be acquired by OJSC "PAITYKH OIL" under direct agreements with
data producers in compliance with applicable law.
Information on executed transactions shall be forwarded within 10 days
to the regional division of the Ministry of Natural Resources to be registered
and kept confidential.
6.3. Subsurface data and results of its processing funded by OJSC
"PAITYKH OIL" shall be deemed the property of OJSC "PAITYKH OIL".
OJSC "PAITYKH OIL" shall provide the Authorities with such data free in
the format and within time limits established by the Authorities and specify the
terms of its use.
6.4. For the purpose of production or research OJSC "PAITYKH OIL" may
use 50% of the core material sawn axially throughout the length. The remaining
core shall be deemed national wealth in state ownership and shall be kept by the
entity according to applicable standards.
If the Authorities decide to accumulated core materials OJSC "PAITYKH
OIL" shall transfer the core to the Authorities free.
ARTICLE 7. VALIDITY PERIOD
7.1. The Agreement shall come into effect on the date of
re-registration of the License.
7.2. The Agreement shall become effective on the date of
re-registration of the License and expire on July 24, 2014 together with
expiration of the validity of original issued license XMH No 00196 HE.
OJSC "PAITYKH OIL" may apply for the extension of the term of the
License and the Authorities may grant such extension according to the approved
development project provided
5
that OJSC "PAITYKH OIL" fulfils the approved Program of Operations as required
by the Russian Federation Law "On Subsurface".
7.3. OJSC "PAITYKH OIL" may terminate the Agreement at any time sending
a written notification to the Authorities ninety (90) days prior to the
termination date. Such termination shall not exempt OJSC "PAITYKH OIL" from
fulfilling the outstanding obligations under the Agreement. The above
obligations shall be met as required by the Agreement before delivering a
termination notification.
7.4.The Authorities may suspend or terminate the Agreement by a written
notice to OJSC "PAITYKH OIL", if OJSC "PAITYKH OIL" fails to meet the
substantial requirements under Articles 20, 21 and 23 of the Law "On
Subsurface", article 15 of the Regulations for Licensing the Use of Subsurface
and the Regulations for the Use of Subsurface in the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous
Area, namely upon occurrence of any of the following events:
- bidding (auction) conditions are not met;
- OJSC "PAITYKH OIL" bankruptcy;
- Failure to comply with the requirements specified in "The
Khanty-Mansiysk Autonomous Area Environmental Committee
Requirements and Special Conditions for the Development of Oil
and Gas Fields and Other Subsurface in the Autonomous Area"
fail to be met;
- the royalty payment terms and conditions stipulated by the tax
legislation are violated. Each payment shall be deemed
executed on the date of arrival of a payment order;
- a field is developed with violations of the Project procedures
which results in higher losses of minerals than specified in
the relevant standards;
- violation of the information disclosure requirements or
repeated violations of the terms and scopes of the information
which shall be delivered to the Authorities;
- socio-economic agreements fail to be concluded with the owners
of the ancestral lands located in the licensed area within the
time limits specified in the Agreement;
- well production equipment is absent or out of order, unless in
regular maintenance, repair or replacement within the
prescribed time, or if there is no control over the field
production.
In the event the Agreement is terminated due to the above, OJSC
"PAITYKH OIL" shall be notified at least ninety (90) days prior to the
termination date.
7.5. OJSC "PAITYKH OIL" shall be entitled to relinquish the entire
licensed area and terminate the Agreement having notified the Authorities
accordingly at lest three months prior to the termination date. In this case, it
shall pay all outstanding debts and bring all the ▇▇▇▇▇ and other facilities to
the technical condition required by the Authorities (conservation, dismantling,
etc.). Upon signing a protocol on the secure condition of all facilities, OJSC
"PAITYKH OIL" shall be deemed exempt from all payments.
ARTICLE 8. OBLIGATIONS OF OJSC "PAITYKH OIL"
8.1. OJSC "PAITYKH OIL" shall perform all works in compliance with
subsurface, environmental and other laws and regulations of the Russian
Federation, legal acts and regulations of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area
enacted under the Russian law and applicable in the territory of the
▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area.
8.2. OJSC "PAITYKH OIL" shall develop the licensed area according to
the project specifications duly approved by the RCRD (CCD).
6
8.3. OJSC "PAITYKH OIL" shall ensure in full the required financing as
well as the procurement or leasing of all technical equipment and materials
necessary to accomplish the works specified in the Program and Budget for the
year.
8.4. OJSC "PAITYKH OIL" is fully responsible for preparation and
effective implementation of the Program and Budget of the year.
8.5. When selecting contractors and subcontractors to supply the
technical aids, equipment and materials with due account of their competitive
capacity (the quality, terms and guarantees for timely deliveries, prices,
timely fulfillment, etc.), all other conditions being equal, OJSC "PAITYKH OIL"
shall give preference to Russian enterprises.
When selecting contractors and subcontractors to perform operations and
render services on the licensed area, OJSC "PAITYKH OIL" shall give preference,
all other conditions being equal, to enterprises incorporated and operating in
the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area.
8.6. OJSC "PAITYKH OIL" shall perform all operations in a safe and
proper way according to the effective rules and requirements, and take every
effort to avoid adverse impact on environment including but not limited to air,
water, flora and fauna, other natural resources and properties.
In the event of failures, accidents or other emergencies, OJSC "PAITYKH
OIL" shall take all possible steps to cope with an emergency, to protect human
lives and the property, to prevent damages to the subsurface, environment and
people's health and to indemnify for the damage incurred and its effects.
8.7. Before October 1, 1998 OJSC "PAITYKH OIL" shall conduct an
ecological base line study in the territory of the licensed area and by January
1, 1999 shall submit to Khantymansiyskgeolcom and the Committee for the
Environment Protection and Subsurface of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area the
approved Program for the maintenance of the Licensed area ecology with yearly
adjustments and indication of the specific time (the month and the year) of
implementations which is kept in the license file.
OJSC "PAITYKH OIL" shall perform its operations in compliance with
Article 45 of the Russian Federation Law "On the Protection of the Environment",
and observe established discharge and release standards or provisional hazardous
discharge and release standards.
8.8. OJSC "PAITYKH OIL" shall meet the safety requirements specified in
the project documentation and approved by the State Mining Safety Inspection.
8.9. OJSC "PAITYKH OIL" shall perform construction operations for the
projects approved by state ecological expertise.
8.10. Once a decision is made to conserve (abandon) oil production or a
part of subsurface or a part of the licensed area, the subsurface user within 3
weeks shall submit the Statement of Works for the project on conservation
(abandoning) and reclamation thereof to be approved by the regional branch of
the State Mining Safety Inspection, Committee for Land Resources and Land
Management and Committee for Environment Protection and Natural Resources.
The Statement of Works shall be subject to the Authorities' approval.
Upon approval of the Statement of Works, the subsurface user shall
develop the Project of conservation (abandonment) of oil production or a part of
the subsurface or a licensed area,
7
and reclamation thereof to be agreed upon by the regional branch of the State
Mining Inspection, Committee for Land Resources and Land Management and the
Committee for Environment Protection and Natural Resources, as well as the
Authorities.
Such abandonment and conservation operations shall be as specified in
the Project and Article 25 of the Russian Federation Law "On Subsurface" and
within time limits stipulated therein.
8.11. OJSC "PAITYKH OIL" shall perform works in conformity with the
Russian Federation Law "On Protection and Use of Historical and Cultural
Monuments" and include in the Project archeological examination and
indemnification for destruction of or damage to historical and cultural
monuments.
8.12. Relations between OJSC "PAITYKH OIL" and the Administration of
the Sovetski District shall be governed by socio-economic agreements concluded
at the time of the License issue and thereafter by Resolution of the
Administration of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area and the Committee of the
Russian Federation for Subsurface" No. 284/20 dated August 7, 1996, to be
renewed every three years.
The agreements referred to shall be submitted to Khantymansiyskgeolcom
and the Administration of the Autonomous Area to be kept in the license file.
8.14 When executing the agreements with the Committee for land
resources and land management of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area, OJSC "PAITYKH
OIL" shall include land monitoring and cadaster provisions. A topographic map of
the licensed area agreed on with the land committee shall also be provided.
(T/N: Wrong numbering in original Russian text)
8.15 The Parties have agreed to revise and adjust separate provisions
of the Agreement according to the schedule given below:
- production level provisions - annually upon receipt of the
RCRD (CCD);
- exploration scope provisions - annually upon reviewing
prospecting plans;
- oil recovery factor provisions- upon approval of reserves by
the SER and CCR oil.
ARTICLE 9. POWERS OF OJSC "PAITYKH OIL"
9.1. OJSC "PAITYKH OIL" shall be entitled, upon approval by the
Authorities, to suspend field development subject to the current industry
regulations and standards. The time of development suspension shall be included
in the License validity.
9.2. OJSC "PAITYKH OIL" shall be entitled to freely use any samples
(core), seismic tapes, results of a geophysical research of ▇▇▇▇▇ and any other
documents drawn in the course of the Agreement operations and to submit such
materials for processing, analysis and research to any organizations including
foreign ones pursuant to the legislation of the Russian Federation.
9.3. OJSC "PAITYKH OIL" shall be entitled to acquire a license within
the boundaries of the Licensed area for production of widely occurring
subsurface including but not limited to clay, sand, limestone, gypsum and
other such materials which may be needed to accomplish the Oil Operations,
executing in such case all appropriate payments and taxes imposed under
applicable law.
9.4. OJSC "PAITYKH OIL" shall be entitled to drill water ▇▇▇▇▇ within
the Licensed Area pursuant to a duly issued license for subsurface water
production and to use the water of
8
water basins for the purpose of works accomplishment, provided that the water
use rules are met and the water use payments are executed as required by the
legislation of the Russian Federation.
9.5. To enable required operations, OJSC "PAITYKH OIL" shall be
entitled to use lands and infrastructure facilities (roads, rail ways,
communication lines, public health centers, social facilities, etc.) on the
usual terms making appropriate payments on the basis of current or special
tariffs.
9.6. The lands required for the works pursuant to License
XMH No _______ HE shall be allotted in compliance with the Land Law and duly
approved project documents.
ARTICLE 10. REPORTING
10.1. Upon the request of the Authorities OJSC "PAITYKH OIL" shall
provide them with an access to all originals of the documents pertaining to the
works performed by OJSC "PAITYKH OIL" in the Licensed area including but not
restricting to geological, geophysical and geological engineering reports, well
construction reports, field development reports, financial and accounting
documents and other documentation as required by the relevant Federal Laws, the
Laws and Regulations of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area and the Agreement.
10.2. Not later than March 1 of each year, OJSC "PAITYKH OIL" shall
provide the Authorities with an annual license agreement progress report in the
appropriate format and in compliance with the Resolution on Reporting on the
Subsurface Use Regulations dated July 15-20, 1994 No. 142-171 issued jointly by
the Committee for Geology and the Use of Subsurface and the Administration of
the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area.
In accordance with the mutual agreement with OJSC "PAITYKH OIL", the
Authorities shall determine the formats, contents and periodicity of additional
reports to be submitted by OJSC "PAITYKH OIL".
The Authorities shall secure the confidentiality of the received
information.
10.3. Within a month, OJSC "PAITYKH OIL" shall inform the Authorities
about a discovery of oil and gas in the Licensed area and provide all
information pertaining to such discovery.
10.4. The Authorities shall be entitled to inspect all Oil Operations,
to accordingly carry out supervision of all operation stages and to attend,
through their representatives, the well testing and other kinds of operations.
ARTICLE 11. SUBJECTS OF LICENSING AND HYDROCARBON RESERVES
11.1. The License shall cover the following formations:
-------------------------------------------------------------- ------------------------------------------
Deposit stratigraphic ID Deposit cadaster number
------------------------------------ ------------------------- ------------------------------------------
In the State Balance of In cadaster
Mineral Reserves
------------------------------------ ------------------------- ------------------------------------------
9
------------------------------------ ------------------------- ------------------------------------------
U2-3 U2-3 PAITYKHSKAYA 6311
------------------------------------ ------------------------- ------------------------------------------
U4 U4 6450
------------------------------------ ------------------------- ------------------------------------------
U6 U6 6451
------------------------------------ ------------------------- ------------------------------------------
11.2. The field hydrocarbon reserves in the PAITYKHSKOYE Licensed area
as stated by the State Balance of Mineral Reserves (Issue VI, OIL, volume 6, the
West Siberian Region, the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area, Moscow, 1996) as of
January 1, 1997 are given in the table below:
------------------------------------------ ------------------- ------------------------------------------
DESCRIPTION CATEGORY TOTAL
OF ------------------- -------------------- -
RESERVES OIL GAS
------------------------------------------ ------------------- ------------------- -------------------- -
Geological reserves: C1 26806 681
oil, thousand tons C2 58514 1172
gas, million m(3) C1 + C2 85320 1853
condensate, thousand tons
------------------------------------------ ------------------- ------------------- -------------------- -
Recoverable reserves: C1 6509 681
oil, thousand tons C2 11569 1172
gas, million m(3) C1 + C2 18078 1853
condensate, thousand tons
------------------------------------------ ------------------- ------------------- -------------------- -
Oil recovery factor C1 0.243
------------------------------------------ ------------------- ------------------- -------------------- -
11.3. Not later than September 1, 1999, OJSC "PAITYKH OIL" shall submit
an Licensed area Reserves Estimation Report and ORF feasibility study first to
the RCR and thereafter, to the State Expertise of Reserves of the Russian
Federation.
ARTICLE 12. GEOLOGICAL EXPLORATION
12.1. As of January 1, 1997 the licensed area accommodated 19
prospecting boreholes.
12.2. During implementation of the Pilot Operation Program, OJSC
"PAITYKH OIL" shall perform a re-processing of the field-related seismic data.
Additional surveys in the licensed area shall not be excluded.
12.3. In the process of drilling operations of the Pilot Operations 4
▇▇▇▇▇ are planned to be drilled in 1998-1999 with the purpose of additional
exploration of the reservoirs.
12.4. Before January 1, 2000 OJSC "PAITYKH OIL" having executed an
analysis of the field exploration and results of Pilot operations shall submit
the PAITYKHSKOYE Oil Field Development Project for approval of the Authorities.
12.5. OJSC "PAITYKH OIL" shall have a priority right in development of
new pools discovered by OJSC "PAITYKH OIL" within the boundaries of the Licensed
area adhering to the depth restrictions. The relevant articles of the Agreement
shall be adjusted within a year after the discovery of a new pool.
12.6. Should OJSC "PAITYKH OIL" prove, in the course of works in the
Licensed area, that a pool under development or exploration spreads into
adjacent areas unlicensed by other
10
companies, the Authorities shall either extend the boundaries of the licensed
area on request of the subsurface user or enter into another license agreement
on the adjacent area with OJSC "PAITYKH OIL" pursuant to the current legislation
of the Russian Federation or take a decision to invite bidders for the adjacent
area.
ARTICLE 13. TAXES AND PAYMENTS
13.1. OJSC "PAITYKH OIL" shall execute all kinds of payments pursuant
to the legislation of the Russian Federation and regulations of the ▇▇▇▇▇▇-▇▇▇▇▇
Autonomous Area based on the Russian Federation laws.
13.2. The license holder shall timely make regular payments pursuant to
the current tax legislation of the Russian Federation:
- royalty - 6 (six) per cent of production value and production losses
in excess of the standard losses specified in the annual mining plans approved
by the authorities of the State Mining Inspectorate.
- minerals replacement tax and excise shall be determined on the basis
of the current legislation of the Russian Federation.
- land tax shall comply with the Russian Federation Law "On the Land
Tax".
13.3. OJSC "PAITYKH OIL" shall make the payments under clause 13.2 in
rubles or in exchange for its produce, depending on a decision of the
Administration of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area which shall be taken before
November 1 of the year preceding the projected one.
ARTICLE 14. OIL AND GAS PRICES
14.1. In the event the quality of the licensed area products materially
varies, the prices shall be set for each product type (oil, gas, etc.) and grade
(quality).
ARTICLE 15. HYDROCARBONS METERING
15.1. OJSC "PAITYKH OIL" shall meter the volumes and quantities of the
extracted hydrocarbons using the methods and meters required by the current
standards.
15.2. The subsurface extracted from the licensed area shall be metered
in full scope by the license holder and reflected in the accounting reports
pursuant to the current legislation.
15.3. The Authorities shall be entitled to check the installed meters
as well as the metering methods and results.
15.4. OJSC "PAITYKH OIL" shall keep production records for each
licensed object pursuant to Article 11 unless the licensed objects are developed
as one object.
15.5. OJSC "PAITYKH OIL" shall equip each producing and each injection
well with measuring units for daily measurements of the flow rate of the
producing ▇▇▇▇▇ and the injectability of the injection ▇▇▇▇▇.
11
15.6. OJSC "PAITYKH OIL" shall take individual precise measurements of
the flow rate of each producing well and the injectability of each injection
well at least once a week, with a compulsory registration of the obtained data.
The frequency of taking well production may be later adjusted subject to the
well productivity.
15.7. OJSC "PAITYKH OIL" shall take individual precise measurements of
the water content of oil fluid of each producing well at least once a week. The
frequency of taking such measurements may be adjusted later.
15.8. The development and control over the development of the Licensed
area and licensed deposits shall be carried out in accordance with the Oil and
Oil-Gas Field Development Rules, Laws and Regulations of the Russian Federation
and the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area.
ARTICLE 16. NATURAL AND ASSOCIATED GAS
16.1. In the event of a discovery of Natural Gas reserves, after due
research and consultations with the Authorities, the commercial value of such
discovery shall be decided on. All provisions of the Agreement shall be
applicable to such discovery if it is declared Commercial.
In this case OJSC "PAITYKH OIL" may be provided with other special
benefits following from specific exploitation conditions of the Natural Gas
reserves.
Should it be necessary to determine the Natural Gas quantities for the
production sharing and cost recovery purposes, it shall be taken into
consideration that 1150 cu m of gas are equivalent to 1 ton of oil.
This relation may be adjusted after the discovery of Natural Gas
reserves, with due account of the quality and composition of the Natural Gas.
16.2. A part of the produced Associated and Natural Gas not intended
for sale and Oil Operations shall be effectively used for enhancing the Crude
Oil output by being injected into the reservoir. Any flaring of Associated and
Natural Gas shall comply with the valid norms agreed on with the Authorities,
State Mining Safety Inspection and the Regional Committee for the Protection of
the Environment and Natural Resources.
ARTICLE 17. OIL AND GAS PRODUCTION
17.1. OJSC "PAITYKH OIL" shall ensure the oil and gas production
specified in Protocol No. 1748 dated September 7, 1994 of the Central Commission
on the Development of Oil and Oil-Gas Fields for the Ministry for Fuel and
Energy of the Russian Federation and agreed on with the Oil and Gas Committee of
the Administration of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area.
------------- ----------- -------------------------------------------------- -------------- -------------
YEAR PRODUCTION Oil recovery Gas
SITE factor utilization
--------------- ----------------- ---------------- (current) %
oil, gas,
thousand tons million m(3)
------------- ----------- --------------- ----------------- ---------------- -------------- -------------
1998 UK2-3 14.5 - 0.243 -
------------- ----------- --------------- ----------------- ---------------- -------------- -------------
17.2. The hydrocarbons extraction during the Pilot operations shall not
exceed 5% maximum of the total recoverable reserves (C1 + C2), i.e. maximum
903.9 thousand tons.
17.3. The oil and gas production levels in 1999 and the years to follow
shall be adjusted in additional agreements with the Committee for Oil and Gas of
the Administration of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area before November 1 of each
year preceding the projected one, on the basis of the CCD protocols.
The additional agreements on oil and gas production shall be submitted
to Khantymansiyskgeolcom to be kept in the license file.
17.4. Upon receipt of a new Program, the oil production volumes for the
entire period of the field development shall be revised.
ARTICLE 18. ACCOUNTING AND AUDIT
18.1. For the purposes of this Agreement, the Russian accounting and
auditing standards shall be used.
18.2. The subsurface extracted from the licensed area shall be fully
accounted for by the license holder and in the event of transfer to other
organizations, reflected in the sales accounts.
18.3. The Authorities shall bear their own expenses, costs and risks
relating to inspection and audit.
18.4. OJSC "PAITYKH OIL" shall provide transport facilities at its own
expense for inspections in the licensed area.
ARTICLE 19. CONFIDENTIALITY
19.1. All information received or acquired in the course of the
operations by any Party shall be deemed confidential. The procedure and terms
for the use and protection of such information shall be established by the
information owner pursuant to the Russian Federation Law "On Information,
Information Technology and Information Protection".
19.2. All information an undue treatment of which may cause damage to
its owner, holder, user or any other person shall be protected pursuant to the
prescribed procedure. The information owner shall be entitled to execute control
over compliance with the information protection requirements and in the event
such requirements fail to be met, to prohibit or suspend the information
processing.
19.3. The confidentiality requirements pursuant to this Article shall
keep in force during 5 (five) years upon termination of the Agreement, unless
otherwise stipulated by law.
ARTILCE 20. RESPONSIBILITIES OF THE PARTIES
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20.1. OJSC "PAITYKH OIL" shall be solely responsible before the
Authorities or/and third parties for the consequences of any actions, decisions
or omissions of OJSC "PAITYKH OIL" or its employees.
20.2. OJSC "PAITYKH OIL" shall not be liable for any damage incurred
during the Agreement validity by third parties or the Authorities.
20.3. The Authorities shall be solely responsible for their actions
pursuant to the Russian Federation legislation and shall indemnify losses caused
by the wrongful actions in compliance with the law.
ARTICLE 21. WAIVER
21.1. Any waiver of undertakings by either Party shall be executed in
writing and signed by both Parties.
ARTICLE 22. NOTICES
22.1. Any notices, applications, requests, etc. Required hereunder
shall be in the writing and deemed duly executed or made if delivered with a
courier, by mail, telegraph, teletype or fax.
The Parties shall exchange addresses in advance and inform the
corresponding party on any change of the said addresses.
22.2. A notification shall be deemed to be in force when it is received
or refused to be received.
ARTICLE 23. GOVERNING LAW
23.1. The Agreement, its provisions and Articles shall be governed,
interpreted and construed according to the legislation of the Russian Federation
and the Regulations of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area.
ARTICLE 24. ARBITRATION
24.1. All disputes concerning the fulfillment of the Agreement that may
arise in the course of implementation thereof or thereafter shall be resolved
through negotiations between the Parties.
24.2. In the event of failure to resolve disputes pursuant to clause
24.1 within ninety (90) days from the date a notification on availability of
such disputes is sent to the Counter Party, each Party shall be entitled to
inform in the written form the Counter Party within ninety (90) days such
notification is delivered about its intention to refer the dispute in question
for consideration of the arbitration court pursuant to the legislation of the
Russian Federation.
ARTCILE 25. MISCELLANEOUS
14
25.1. The titles used in the Agreement shall be used exclusively for
the purpose of convenience and shall not exercise any effect on the terms and
interpretations thereof.
25.2. Any adjustments, corrections, amendments or cancellations of the
Agreement provisions shall be made exclusively through a document in the written
form signed by both Parties.
25.3. The Authorities shall timely provide OJSC "PAITYKH OIL" with all
legal documents, technical standards and other official documentation of the
Russian Federation and the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area or of any other
companies and organizations which may influence the effective execution of the
Oil Operations.
25.4. Should any part of the Agreement become void, such provisions
shall be deemed withdrawn from the Agreement and the rest part thereof shall
retain in full strength and force upon a written consent of the Parties.
ARTICLE 26. LEGAL ADDRESSES OF THE PARTIES
THE MINISTRY FOR NATURAL RESOURCES OF THE RUSSIAN FEDERATION:
4/6, ▇. ▇▇▇▇▇▇▇▇▇▇▇ str., Moscow, 123812, the Russian Federation
THE ADMINISTRATION OF THE ▇▇▇▇▇▇-▇▇▇▇▇ AUTONOMOUS AREA:
5, ▇▇. Mira, the city of Khanty-Mansiysk of the Tyumen Region, the
▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area, , 626200, the Russian Federation
THE LEGAL ADDRESS OF OJSC "PAITYKH OIL":
27, ▇▇. Sutormina, the City of Khanty-Mansiysk, the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area
of the Tyumen Region, the Russian Federation
15
ARTICLE 28. EFFECTIVE DATE
This Agreement shall come into effect on the date of the License
re-registration.
For the Russian Federation: For the Russian Federation member:
AUTHORIZED REPRESENTATIVE OF THE GOVERNOR OF THE ▇▇▇▇▇▇-▇▇▇▇▇
MINISTRY FOR NATURAL RESOURCES OF AUTONOMOUS AREA
THE RUSSIAN FEDERATION, CHAIRPERSON
OF THE COMMITTEE FOR NATURAL
RESOURCES OF THE ▇▇▇▇▇▇-▇▇▇▇▇
AUTONOMOUS AREA SERGEEVA ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ VASILIEVICH
------------------------------------ ----------------------------------
(signature) (signature)
March 20, 1998 March 27, 1998
-------------- --------------
Stamp: The Ministry for Natural Stamp: The Administration of the
Resources of the Russian Federation ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area of
The Committee for Natural Resources the Tyumen Region
of the ▇▇▇▇▇▇-▇▇▇▇▇ Autonomous Area
FOR OPEN JOINT STOCK COMPANY
"PAITYKH OIL",
LICENSEE:
DIRECTOR GENERAL
OF OPEN JOINT STOCK COMPANY
"PAITYKH OIL"
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------
(signature)
March 18, 1998
--------------
Stamp: The Russian Federation, Saint-Petersburg
OJSC "PAITYKH OIL"
16
Addendum No.2
to License XMH No 00753 HE
TOPOGRAPHIC MAP
OF THE PAITYKHSKOYE LICENSED AREA
SCALE 1 : 200 000
----------------------------------------------------- --------------------------
GENERAL DIRECTOR OF OJSC "PAITYKH OIL" ▇▇▇▇▇▇▇ ▇. ▇.
----------------------------------------------------- --------------------------
CHIEF GEOLOGIST OF THE COMMITTEE FOR NATURAL
RESOURCES OF THE ▇▇▇▇▇▇-▇▇▇▇▇ AUTONOMOUS AREA ▇. ▇. ▇▇▇▇▇▇
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
CHAIRMAN OF THE COMMITTEE FOR OIL, GAS AND
SUBSURFACE OF THE ADMINISTRATION OF THE
▇▇▇▇▇▇-▇▇▇▇▇ AUTONOMOUS AREA H. I. ZMANOVSKI
----------------------------------------------------- --------------------------
17
