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DEED OF AMENDMENT
relating to
LICENCE [Insert licence number]
between
(1) THE SECRETARY OF STATE FOR
ENERGY AND CLIMATE CHANGE
and
(2)
Company 1
and
(3)
Company 2
and
(4)
Company 3
and
(5)
Company 4
and
(6)
Dated:
Company 5
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DATE OF DEED OF AMENDMENT:
2009
BETWEEN:
(1) The Secretary of State for Energy and Climate Change (hereinafter
referred to as “the Minister”) and
(2) [Insert full names of current company/ies] (hereinafter [Insert ‘together’
if there’s more than one of them] referred to as “the Licensee”).
INTRODUCTION:
(A) The Deed of Amendment amends licence [Insert Licence Number] (“the
licence”) which is dated the [Insert licence’s execution date] between the
Minister of Power and [List full names of original companies].
(B)
The Licensee comprises the current party to the licence.
(C) The Minister has agreed with the Licensee that the licence should be
amended as follows.
THIS DEED WITNESSES THAT:
1.
Interpretation
1.1
In this Deed, the following expression has the meaning assigned to it
below—
“Commencement Date” means 18 September 2009.
1.2
Any other terms used in this Deed shall, where the context permits, have
the same meanings as in the licence.
1.3
Unless the context requires otherwise, words in the singular include the
plural and vice versa; words in the masculine gender include the feminine
and vice versa.
2.
Amendments
2.1
With effect on and from the Commencement Date, in clause 1 of the
licence—
(a)
after the definition of “continuing part” insert—
““development and production programme” shall be construed in
accordance with clauses 15 and 16;”;
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(b)
after the definition of “petroleum” insert—
““Producing Area” shall be construed in accordance with
clause 5B;
“Prospective Area” shall be construed in accordance with
clause 5C;
“relevant boundary lines” are the lines on the maps in
Schedules 4 and 5 demarcating the boundaries of each
Producing Area and each Prospective Area;”.
2.2
With effect on and from the Commencement Date, in clause 5(5) of the
licence, for “This” substitute “Subject to clauses 5A, 5B, 5C, 5D and 5E,
this”.
2.3
With effect on and from the Commencement Date, after clause 5 of the
licence insert—
“5A Exploration Areas
(1) All rights granted by this licence shall cease and determine at the
Original Expiry Date in relation to the Exploration Areas.
(2) For the avoidance of doubt, where the rights granted by this licence
cease and determine in respect of an Exploration Area pursuant to
paragraph (1) of this clause, it is without prejudice to any obligation or
liability imposed by or incurred under the terms of this licence prior to
that date.
(3)
In this clause—
“Exploration Area” means any area falling within the licensed area,
which is not within—
(a)
a Producing Area; or
(b)
a Prospective Area; and
“Original Expiry Date” means the date that the licence expires in
accordance with clause 5(5).
5B Producing Areas
(1) Notwithstanding clause 5(5) above, this licence shall be extended
in respect of each Producing Area in accordance with the remaining
provisions of this clause.
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(2) Subject to clauses 5D and 5E and without prejudice to the
Minister’s right to revoke the licence pursuant to clause 16(9) in relation
to the licensed area or a part thereof, the rights granted by this licence
shall cease and determine in respect of any Producing Area either—
(a) at the end of any two calendar years in which the quantity of
petroleum produced has fallen below the relevant minimum
production level; or
(b) where there is no such minimum production level, at the end
of any two consecutive calendar years in which the quantity of
petroleum produced from the Producing Area is zero;
but the Minister may by written notice to the Licensee agree that the
rights granted by this licence continue in respect of that Producing Area
by such period as the Minister may consider to be appropriate.
(3) For the avoidance of doubt, where the rights granted by this licence
cease and determine in respect of a Producing Area pursuant to this
clause, it is without prejudice to any obligation or liability imposed by or
incurred under the terms of this licence prior to that date.
(4)
Subject to clause 5D, a “Producing Area” means—
(a) any area specified in Schedule 4 to this licence which is
demarcated by the relevant boundary lines; or
(b) any Prospective Area which becomes a Producing Area
pursuant to clause 5C(3).
(5) In this clause, “minimum production level” means the minimum
quantities of petroleum which the Licensee must produce in accordance
with either—
(a) a consent granted pursuant to clause 15(1) which relates to
the field of which the Producing Area is part; or
(b) a development and production programme approved or
served on the Licensee pursuant to clauses 15 and 16 which relates
to the field of which the Producing Area is part.
5C Prospective Areas
(1) Notwithstanding clause 5(5) above and subject to the provisions of
this clause, the term of this licence shall be extended in respect of each
Prospective Area.
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(2) Subject to paragraph (3) of this clause and clauses 5D and 5E
below, where in respect of a Prospective Area any one of its Related
Work Elements has not been completed by that Related Work Element’s
specified deadline, the Minister may by notice direct that the rights
granted by this licence shall cease and determine in respect of that
Prospective Area; and the provisions of paragraphs (5) to (8) of this
clause shall apply.
(3) Where in relation to a Prospective Area the Licensee has started
getting petroleum pursuant to a development and production programme
that area shall cease to be a Prospective Area and shall become a
Producing Area.
(4) Subject to clauses 5D and 5E below, where by the end of its term
of extension a Prospective Area has not become a Producing Area
pursuant to paragraph (3) of this clause, the Minister may by notice direct
that the rights granted by this licence shall cease and determine in respect
of that Prospective Area; and the provisions of paragraphs (5) to (8) of
this clause shall apply.
(5) A notice given by the Minister pursuant to paragraphs (2) or (4) of
this clause shall specify the date on which the Minister directs that the
rights granted by this licence shall cease and determine in relation to the
Prospective Area (the “specified date”).
(6) A notice given pursuant to paragraphs (2) or (4) of this clause shall
be given no less than three months before the specified date.
(7) Where the Minister serves a notice pursuant to paragraphs (2) or
(4) of this clause—
(a) the Licensee shall be entitled to make representations to the
Minister within one month from the date that the notice was given
by the Minister; and
(b) after considering any representations made by the Licensee,
the Minister shall either confirm or revoke the direction not less
than one month before the specified date.
(8)
For the avoidance of doubt, the Minister may—
(a) give a notice pursuant to paragraph (2) of this clause at any
time after the specified deadline of the Related Work Element
which has not been completed; or
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(b) give a notice pursuant to paragraph (4) of this clause at any
time after the expiry of the term of extension.
(9) Where a Prospective Area has not become a Producing Area
pursuant to paragraph (3) of this clause, the rights granted by this licence
shall cease and determine in respect of that Prospective Area at the
longstop date.
(10) For the avoidance of doubt, where the rights granted by this licence
cease and determine in relation to a Prospective Area pursuant to this
clause it is without prejudice to any obligation or liability imposed by or
incurred under the terms of this licence prior to that date.
(11) In this clause—
“longstop date” means two calendar years from the date that the
term of extension expires;
“Related Work Element” means the work, if any, set out in
Schedule 5 in relation to a Prospective Area that must be carried
out by the Licensee, in each case by the deadline specified therein;
and for the avoidance of doubt, the work set out in respect of any
one Prospective Area may be work which is to be carried out in a
different Prospective Area in the licensed area; and
“term of extension” means the period of extension of the licence in
respect of a Prospective Area which is set out in Schedule 5 in
respect of such Prospective Area.
(12) Subject to clause 5D and paragraph (3) of this clause, a
“Prospective Area” means any area specified in Schedule 5 to this licence
which is demarcated by the relevant boundary lines.
5D Determination of Boundaries for Producing Areas and
Prospective Areas at termination
(1) Where the rights granted by this licence cease and determine in
respect of a Producing Area pursuant to clause 5B or a Prospective Area
pursuant to clause 5C, and part of a relevant boundary line separating
such an area from a different Producing Area or Prospective Area does
not follow minute lines of latitude and longitude, the Minister may,
subject to paragraphs (2) and (3) of this clause, amend that part of the
area’s boundary line to ensure that it does so.
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(2) Where the Minister amends a boundary line pursuant to paragraph
(1), the amended boundary line shall follow as closely as possible the
boundary line as set out in Schedule 4 or 5, subject to ensuring the
integrity of any neighbouring Prospective Area or Producing Area.
(3) Where pursuant to paragraph (1) of this clause the Minister
proposes to amend a relevant boundary line, he shall—
(a) not less than three months before any proposed amendment
takes effect, notify the Licensee in writing of his proposal;
(b) invite the Licensee to make representations about the
proposal within two months of the date of the notification given
pursuant to (a); and
(c) take account of any representations made within such time
before determining the area’s boundary.
(4) Where the Minister amends the relevant boundary lines for a
Producing Area or a Prospective Area pursuant to this clause, he shall
notify the Licensee of the co-ordinates of the boundary lines as amended.
5E
Overlapping areas
(1)
Where part of the licensed area covers—
(a)
more than one Prospective Area or Producing Area; or
(b)
both a Prospective Area and a Producing Area,
the rights granted by this licence shall only cease and determine in respect
of such part on the last date that the rights granted by this licence cease
and determine in relation to that part pursuant to clauses 5B(2), 5C(2),
5C(4) or 5C(9).
(2) For the avoidance of doubt, where the rights granted by this licence
cease and determine pursuant to paragraph (1) of this clause, it is without
prejudice to any obligation or liability imposed by or incurred under the
terms of this licence prior to that date.”.
2.4
With effect on and from the Commencement Date, in clause 6(1) of the
licence—
(a)
for “such term of forty years” substitute “the term of this licence”;
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(b)
2.5
delete “to that effect to expire on the anniversary of the date upon
which the said term of forty years shall have commenced”.
With effect on and from the Commencement Date, in clause 7—
(a)
in paragraph (1), for “any of the last three foregoing clauses”
substitute “any of clauses 4, 5 or 6”
(b)
in paragraph (2), for “the last three foregoing clauses” substitute
“any of clauses 4, 5 or 6”.
2.6
With effect on and from the Commencement Date, Schedule 4 which is
annexed to this Deed shall be incorporated into the licence.
2.7
With effect on and from the Commencement Date, Schedule 5 which is
annexed to this Deed shall be incorporated into the licence.
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Execution
In witness of which, the amendments to licence [Insert Licence Number] on this
and the preceding pages are EXECUTED AS A DEED, and DELIVERED on
the date of this deed:By the Secretary of State for
Energy and Climate Change,
whose corporate seal hereunto affixed is authenticated by:
.............................................................(full name) ............................................(signature)
an official in the Department of Energy and Climate Change, authorised by the
Secretary of State,
By [Insert name of Company1] and signed1 on its behalf by:
.............................................................(full name) ............................................(signature), (Director)
.............................................................(full name) ............................................(signature),
(Director/Secretary/Witness - Delete as appropriate)
By [Insert name of Company2] and signed1 on its behalf by:
.............................................................(full name) ............................................(signature), (Director)
.............................................................(full name) ............................................(signature),
(Director/Secretary/Witness - Delete as appropriate)
1
If two officers of a company sign on its behalf, they may be either two directors or a director and the company secretary. If
only one officer so signs, that person must be a director of the company and must sign in the presence of a witness who must
also sign.
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Schedule 4
Producing Areas
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Schedule 5
Prospective Areas