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The contracting parties the administrator the secretary of state for trade and industry


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DATED 28 APRIL 2003


  1. THE CONTRACTING PARTIES

  2. THE ADMINISTRATOR

  3. THE SECRETARY OF STATE FOR TRADE AND INDUSTRY



MASTER DEED

Herbert Smith

Exchange House

Primrose Street

London EC2A 2HS

Tel: 020 7374 8000

Fax: 020 7374 0888

Ref: 4637/5904/30823731

THIS MASTER DEED is made the day of 2003
BETWEEN


  1. The Contracting Parties;

  2. The Administrator; and

  3. The Secretary of State for Trade and Industry (the “Secretary of State”)

WHEREAS



  1. The Secretary of State has established the Pilot Taskforce and among the duties of the Pilot Taskforce has been the identification of commercial and behavioural barriers to development that exist in respect of the United Kingdom Continental Shelf and the identification and implementation of measures for removing or limiting such barriers.

  2. Among such barriers identified are the operation or effect of contractual provisions existing in relation to rights of pre-emption and other like rights under Operating Agreements and the burdensome administration required for the transfer of rights and obligations under existing contractual arrangements in respect of Licences.

  3. In entering into this Master Deed the Contracting Parties, the Administrator and the Secretary of State have the following purposes and intents:

(a)That new provisions of common application shall apply to Contracting Parties with respect to Existing Pre-emption Arrangements in order to provide for early declarations of intention and generally to facilitate and implement the exercise or waiver of pre-emption rights;

(b)To reflect the Secretary of State's intention that future new Operating Agreements in relation to Licences to be granted as part of the twentieth licensing round or subsequently will no longer be acceptable to the Secretary of State if they include pre-emption rights, save where the relevant Licensees can demonstrate to the satisfaction of the Secretary of State that special and justified circumstances apply, in which case the New Pre-emption Arrangements shall be incorporated into such future new Operating Agreements;

(c)That the Contracting Parties appoint the Administrator to enter into Execution Documents on their behalf in order to facilitate and implement transfers of rights and obligations insofar as the Contracting Parties making such transfers wish to apply the New Transfer Arrangements; and

(d)That the Secretary of State will (subject to Clause 4(2)(b)) participate in and take such steps (or refrain from taking such steps) as may be required to effect and implement the arrangements provided for or contemplated under this Master Deed.


  1. The Contracting Parties, the Administrator and the Secretary of State have agreed to provide for such matters upon and subject to the provisions of this Master Deed.

NOW IT IS AGREED AS FOLLOWS:

1.Definitions


Except where the context otherwise indicates or requires, the following terms in this Master Deed shall have the following meanings:

(1) “Acquiring Person” has the meaning set out in Clause 1(1) of Schedule 2.

(2)“Acts” means the Continental Shelf Act 1964 and the Petroleum Act 1998.

(3)“Administrator” means the Person appointed to act as administrator of this Master Deed being UKCS Administrator Limited a limited company incorporated in England & Wales having a registered number of 04467016 and having its registered office at 2nd Floor, 232-242 Vauxhall Bridge Road, London SW1V 1AU.

(4)“Affected Petroleum Agreement” has the meaning set out in Paragraph 1(3) of the Execution Deed.

(5) “Business Day” means any day (other than a Saturday or Sunday) on which banks in England and Scotland are generally open for business.

(6)“Consent to Transfer” means a document substantially in the form set out in the Third Annex to Schedule 2.

(7)“Contracting Parties” means the Persons identified in Schedule 1 and their respective successors and assigns together with such Persons who may become party to this Master Deed as Contracting Parties in accordance with a Deed of Adherence in the form and substance of that set out in Schedule 4.

(8)“Disposing Participant” means a Participant intending to transfer the whole or any part of its interests, rights and obligations under any Petroleum Agreement.

(9)“Disposing Pre-emption Participant” means a Participant intending to transfer the whole or any part of its interests, rights and obligations under any Existing Operating Agreement.

(10)“Effective Date” means the date written above.

(11)“Execution Deed” means a document substantially in the form set out in the First Annex to Schedule 2.

(12) “Execution Document” means any document (whether an Execution Deed, novation or other document) attached to a Consent to Transfer.

(13)“Existing Operating Agreement” means any Operating Agreement which includes Existing Pre-emption Arrangements and to which the New Pre-emption Arrangements will apply.

(14)“Existing Pre-emption Arrangements” means those provisions (if any) set out in any Operating Agreement which provide for rights and obligations of the Participants in relation to the acquisition by one or more of such Participants from another Participant of all or part of its interest under such Operating Agreement in circumstances of (and precedence over) an intended transfer of such interest and for the avoidance of doubt such expression shall exclude provisions concerning the entry into discussions or other provisions which (even if of a similar nature to such arrangements) do not result in binding rights or obligations in respect of any such intended transfer.

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