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

(15)“Existing Transfer Arrangements” means those provisions set out in any Petroleum Agreement which provide for rights and obligations of a Participant in relation to the disposal (including disposal by means of a withdrawal) by a Participant of all or part of its interest under such Petroleum Agreement or the assignment of all or any of its rights under such Petroleum Agreement.

(16)“Licence” means a licence for the exploration for and production of Petroleum in force at any time and from time to time under the Acts.

(17)“Licensee” means a party to a Licence and its respective successors and assigns.

(18)“Licence Assignment” means a document made between the Secretary of State and one or more of the Contracting Parties in respect of the transfer of rights and obligations under a Licence.

(19)“Master Deed” means this Deed.

(20)“New Pre emption Arrangements” means the provisions set out in Schedule 3.

(21)“New Transfer Arrangements” means the provisions set out in Schedule 2.

(22)“Non-Operators’ Forum” means the company limited by guarantee having a registered number of 2918613 and having its registered office at Vinson & Elkins R.L.L.P., CityPoint, One Ropemaker Street, London EC2Y 9UE.

(23)“Notice of Transfer” means a document substantially in the form set out in the Second Annex to Schedule 2.

(24)“Operating Agreement” means an operating agreement, unit agreement or other similar agreement made between Contracting Parties in respect of a Licence or Licences.

(25)“Other Pre-emption Participants” means, in respect of an Existing Operating Agreement, the Pre-emption Participants other than the Disposing Pre-emption Participant save that such expression may include (as the case may require) a Disposing Pre-emption Participant to the extent of any related interest.

(26)“Participant” means a party for the time being to a Petroleum Agreement.

(27)“Person” includes any person, firm, partnership, association, body corporate or individual.

(28)“Petroleum” has the meaning given to that expression under the Acts.

(29)“Petroleum Agreement” means any agreement or arrangement made under, pursuant to or in relation to any Licence or Licences and shall include such Licence or Licences and all agreements or arrangements such as Operating Agreements, transportation and processing agreements, user field agreements, allocation, attribution and commingling agreements and arrangements in relation to decommissioning and abandonment of facilities and related security interests.

(30)“Pre-emption Participant” means a party for the time being to an Existing Operating Agreement having rights and obligations under Existing Pre-Emption Arrangements in that agreement.

(31)“Relevant Information” has the meaning set out in Clause 1(1) of Schedule 2.

(32)“Remaining Participants” means the Participants to an Affected Petroleum Agreement other than the Disposing Participant, save that such expression may include (as the case may require) a Disposing Participant to the extent of any retained interest and an Acquiring Person to the extent of any pre-existing interest.

(33) “Service Provider” has the meaning set out in Clause 5(2).

(34)“Wilful Misconduct” means in respect of a Contracting Party or the Administrator (or, as the case may be, any Service Provider) wilful or reckless non-performance or mis-performance of obligations or wilfully or recklessly acting beyond its powers.

2.Interpretation

(1)The term Master Deed includes the Schedules and Annexes to this Master Deed and any amendments to this Master Deed.

(2)Headings used in this Master Deed are inserted for convenience only and shall be ignored in construing this Master Deed.

(3)Unless the context otherwise requires, the singular shall be deemed to include the plural and vice versa.

(4)The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

(5)Reference to any law, statute or other legislative or regulatory order is to the same as amended, modified or replaced from time to time and to any regulation, rule, delegated legislation or order made thereunder.

3.New Arrangements

(1)New Transfer Arrangements

(a)If the New Transfer Arrangements are utilised for any transfer pursuant to this Master Deed then the provisions of any Petroleum Agreements shall be read and construed to the effect that, for the purposes of such transfer, any matters set out in the Existing Transfer Arrangements which are in substance the same as or substantially similar in effect to those set out in the New Transfer Arrangements shall be read and construed in the context of the New Transfer Arrangements.

(b)For the avoidance of doubt, nothing in this Master Deed will oblige any Disposing Participant to apply the New Transfer Arrangements to any intended transfer of rights, obligations or interests under any Petroleum Agreement.

(2)New Pre-emption Arrangements

Each of the Contracting Parties which is party to any Existing Operating Agreement hereby agrees that with effect from the Effective Date and upon and subject to the provisions of this Master Deed, it will adhere to the New Pre-emption Arrangements which shall apply in respect of that Existing Operating Agreement so that all provisions of the Existing Pre-emption Arrangements of such Existing Operating Agreement which would otherwise have effect in relation to the substance or subject matter of the New Pre-emption Arrangements shall be read and construed to the effect that:

(a)any inconsistencies shall be resolved in favour of the New Pre-Emption Arrangements; and

(b)any matters set out in the Existing Pre-emption Arrangements which are clearly in substance the same as, or substantially similar in effect to, those set out in the New Pre-emption Arrangements shall be read and construed in the context of the New Pre-emption Arrangements and (for the avoidance of doubt) any periods of time set out in the New Pre-emption Arrangements shall prevail over any corresponding periods of time set out in the Existing Pre-emption Arrangements; and

(c)the provisions of this Clause 3(2) shall apply in relation to the intended transfer of an interest under an Existing Operating Agreement in consideration of a money sum (or other consideration which in accordance with the provisions of such Existing Operating Agreement is or may be required to be converted into a money sum) but shall not apply to:

(i)any intended transfer of shares or any intended exchange of interests (whether with or without any money sum element) involving any Licence unless such exchange of interests is required to be converted into a money sum as aforesaid, or

(ii)any intended transfer of an interest by a Disposing Pre-emption Participant under an Existing Operating Agreement to an affiliated entity of such Disposing Pre-emption Participant unless such a transfer is included within the applicable Existing Pre-emption Arrangements whether or not combined with a part-cash consideration.