BRAZILIAN NATIONAL AGENCY OF PETROLEUM, NATURAL
GAS AND BIOFUELS - ANP
TENDER PROTOCOL FOR THE GRANTING OF THE
PRODUCTION SHARING CONTRACT
PROVISIONS APPLICABLE TO THE ACTIVITIES OF:
EXPLORATION AND PRODUCTION OF OIL AND NATURAL
GAS
FIRST PRODUCTION SHARING TENDER
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CAUTION:
I - Tender Protocol
This Tender Protocol contains the provisions applicable to the hiring of activities of Exploration
and Production of Oil and Natural Gas in Pre-Salt or Strategic Areas under the Regime of
Production Sharing.
II - The official versions
This Tender Protocol is prepared in Portuguese language, and this is the only official version.
Versions in English language of some annexes may be included for guidance only. ANP may
make available, for reference, an English version of the complete Tender Protocol.
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Content
TOC
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1.1
INTRODUCTION
Current Legislation
On August 6, 1997, the National Congress approved the Law no. 9,478/97, which features on
the national energy policy and implement other measures, in line with the Constitutional
Amendment No 9 of 1995, which eases the way for the implementation of the Federal
Government monopoly for the Exploration and Production of Oil and Natural Gas.
Law no. 9,478 /97 created the National Council on Energy Policy - CNPE with the allocation of
formulating policies and guidelines for energy designed to promote the rational use of energy
resources of the country, in accordance with the provisions of the applicable legislation and
having as principles the preservation of national interest, the promotion of sustainable
development, the expansion of the labor market, the exploitation of energy resources, the
protection of the environment and promotion of the conservation of energy, increasing the use
of natural gas, the promotion of free competition, the attraction of investment in the production
of energy and the expansion of the country's competitiveness in the international market.
Law no. 9,478 /97 also instituted the National Agency of Petroleum, Natural Gas and Biofuels
(ANP) as the body responsible for regulating, hiring and supervising the economic activities of
the Oil, Natural Gas and Biofuels Industry.
In December 22, 2010 was promulgated Law no. 12,351, which disposes on the Exploration and
Production of Oil and Natural Gas under the Regime of Production Sharing in Pre-Salt and in
Strategic Areas, and created the Social Fund.
Law no. 12,351/2010, in accordance with Article 3, defined the activities of Exploration and
Production of Oil and Natural Gas in Pre-Salt or Strategic Areas will be hired by the Federal
Government under the Regime of Production Sharing.
Law no. 12,351/2010 delegated to ANP, among other tasks, the drafting and proposal of
minutiae of notices and contracts and holding of tenders for the hiring of activities of Exploration
and Production of Oil and Natural Gas under the Regime of Production Sharing.
Law no. 12,351/2010, in accordance with Article 8, delegated to the Ministry of Mines and
Energy - MME, representing the Federal Government, the signing of the Production Sharing
Contract with the Contractor, as per the provisions laid down in articles 19, 20 and 21 of this
Law.
Law no. 12,351 /2010, in accordance with articles 8 and 45 and Article 2 of Law no.
12,304/2010, established the company Pré-Sal Petróleo S.A. - PPSA, will represent the
interests of the Federal Government, having as its purpose the management of Production
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Sharing Contracts signed by the MME and the management of the contracts for the
commercialization of Crude Oil and Natural Gas and other hydrocarbon fluids owned by the
Federal Government by stipulating in article 63 that while the PPSA is not created, its powers
will be exercised by the Federal Government through ANP, which may still be delegated by
means of an act of the Executive Power.
Law no. 12,351/2010, in accordance with article 4, defined the company Petróleo Brasileiro
S.A., Petrobras, as carrier of all blocks contracted under the regime of production sharing, thus
being assured to it a minimum share of 30% in the consortium.
This Tender Protocol defines the rules to be obeyed by all enterprises interested in participating
in the First Production Sharing Tender and it was prepared in accordance with the relevant
provisions, among which Law no. 9,478/9,478; Law no. 12,351/2010; Ordinance MME no. 218
of June 20, 2013, ANP Resolution no. 24, of June 28, 2011; Resolution CNPE no. 4, of May 22,
2013 and Resolution CNPE no. 5 of June 25, 2013, which should be consulted and followed by
the interested enterprises.
For the First Production Sharing Tender will be set up a Special Tender Commission (CEL)
exclusively for this competition, composed of representatives of ANP and civil society, duly
designated by ANP Board of Directors through an Ordinance.
1.2
Block on Offer in the First Production Sharing Tender
The block on offer in the First Production Sharing Tender was selected in Santos Basin, in the
pre-salt polygon for the hiring of exploration and production of oil and natural gas, aiming for
expanding the Brazilian reserves and the production of petroleum and natural gas and
extending the knowledge about the pre-salt polygon.
1.3
Modalities for Participation in the First Production Sharing Tender
As the company expresses interest for the First Production Sharing Tender, it should apply for
the qualification in accordance with Section 3 3 of this Tender Protocol, which describes the
details of the process.
1.4
Schedule
The schedule for the First Production Sharing Tender is presented in Table 1 1. This timeline is
just indicative, ANP reserves the right to modify or suspend it, provided appropriate notice is
given.
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Table 1 1 - Schedule of the First Production Sharing Tender
Event
Beginning of the period for delivery of documents relating to the expression of
interest and documents for Qualification and Capacity¹
Availability of Data Packet2
Initiation of Public Consultation
Final Deadline for contributions to the Tender Protocol and termination of
Public Consultation
Public Hearing (City of Rio de Janeiro)
Publication of the final version of the Tender Protocol and Production Sharing
Contract
Technical-Environmental and Legal-Tax Seminar
Final deadline for delivery of documents relating to the Expression of Interest
and documents for Qualification
Final deadline for payment and delivery of documents relating to the
Participation Fee
Final Deadline for submission of Bid Bonds
Final Deadline for clarifications on provisions of the Tender Protocol
Submission of bids3
Signing of the Production Sharing Contract
Date
7/10/2013
7/10/2013
7/10/2013
7/19/2013
7/23/2013
8/23/2013
8/28/2013
9/9/2013
9/9/2013
10/7/2013
10/7/2013
10/21/2013
Expected for
November 2013.
Notes:
1. The interested company should submit, as of that date, all documents required for qualification and
capacity.
2. The release of the data package is subject to proof of payment of the participation fee and approval of the
documentation on the expression of interest.
3. Accreditation for the event of submission of offers as of October 20, 2013.
1.5
Clarifications on the provisions of the Tender Protocol
The clarifications about the provisions of this Tender Protocol must be made in writing, in the
Portuguese language, and sent to rodadas@anp.gov.br up to the date indicated in the Schedule
of Table 1.
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PURPOSE OF THE TENDER
The purpose of this tender is grant a Production Sharing Contract for the activities of Oil and
Natural Gas Exploration and Production in an area containing the structure known as
prospectus of Libra, discovered by well 2-ANP-0002A-RJS, located in Santos Basin.
Table 2 Table 2 2 of this Tender Protocol details the block on offer, as well as the forecast of the
duration of the Exploration Phase and the qualifications required for the company to participate
in the First Production Sharing Tender.
For technical and substantiated reasons, authorized by CNPE, ANP reserves the right to
remove, include blocks or change the coordinates of the block of the First Production Sharing
Tender up to the date of submission of offers, provided appropriate notice is given.
For the activities of Exploration and Production of Oil and Natural Gas in the blocks purpose of
the First Production Sharing Tender, the successful vendors must sign Production Sharing
Contracts, whose draft is in Annex XXVI ANEXO XXV of this Tender Protocol.
2.1
Exploratory Models
This Tender Protocol includes the following exploratory model:
I - Basin Area with High Potential for discoveries of oil and natural gas, aiming for recomposing
and expanding the production and the national reserves of hydrocarbons.
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Table 2 2 - General Description of the Area
Basin
Sector
Exploratory Model
Block of Offer1
Santos
SS-AUP
High Potential
Libra
Extension of the
Area on Offer (km2)
1,547.76
Exploration Phase
(years)2
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Minimum Qualification
Required3
"Level A" Tenderer
or
"Level B" Tenderer
Notes:
1 The Block on offer can be found in ANNEX I ANEXO I of this Tender Protocol. ANP may, up to the date of submission of offers,
authorized by CNPE, change its coordinates and the number of blocks under tender, provided appropriate notice is given.
2 The Exploration Phase will have a duration of 4 (four) years. The Contractor will be obliged to carry out the activities of the
Minimum Exploratory Program within that period. The Exploration Phase can be extended according to the provisions of the
Production Sharing Contract.
3 Technical qualifications required for the company to participate in the First Production Sharing Tender according to section 3.4 of
this Tender Protocol.
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2.2
Consortium with PPSA and Petrobras
According to Law no. 12,351/2010 the successful tenderer should constitute a consortium with:
a) PPSA; and
b) Petrobras, if it is not among the components of the successful consortium or if the successful
vendor is a single company, distinct from Petrobras.
2.2.1 Minimum Share Percentage of Petrobras in the Consortium
Petrobras will be the Operator, thus being assured to it a minimum share of 30% of the consortium
in accordance with Law no. 12,351/2010.
The participation of Petrobras in the consortium will entail its compliance with the rules of this
Tender Protocol and successful proposal.
The company interested in the First Production Sharing Tender will compete for the 70% remaining
of the share of the Area of the Contract according to the criterion of the supply of larger surplus in oil
for the Federal Government, in compliance with the minimum percentage of the surplus in oil of the
Federal Government set out in Table 10 of this Tender Protocol, and provided it has presented to
ANP the Guarantees of Supply according to the provisions of item 4.3.
The property rights and obligations of Petrobras and other contractors will be proportionate to their
respective shares in the consortium.
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3.1
CONDITIONS FOR PARTICIPATION IN THE TENDER
Requirements for qualification
Only enterprises which are individually qualified may participate in the First Production Sharing
Tender, in compliance with the following requirements:
a) Expression of Interest, from the presentation of the documents required in Section 3.3 3.3 of this
Tender Protocol;
b) Payment of the Participation Fee and delivery of ANEXO II ;
c) Obtain the technical, legal and financial qualifications conferred by ANP, and the evidence of tax
and labor regularity.
The qualifications shall be obtained concurrently. If the company fits into different levels of technical
and financial qualifications, the lowest level is to be considered.
Once the requirements set out in this Tender Protocol are fulfilled, the company will be considered
as qualified by the CEL.
3.1.1 Documentation to be submitted to ANP
The documents to be submitted to ANP should be forwarded in distinct sets, as below:
a) Set of all documents relating to the Expression of Interest provided for in section 3.3 of this
Tender Protocol.
b) Set of all documents relating to the payment of the participation fee provided for in section 3.1,
requirement (b), of this Tender Protocol.
c) Set of all documents relating to the Qualification and proof of legal, fiscal and labor regularity
provided for in sections 3.4, 3.5, 3.6 and 3.7 of this Tender Protocol.
The sets of documents mentioned above may be presented in different moments, respecting the
Schedule of Table 1, and shall contain the following information on their first page:
a)
Corporate name;
b) Identification of the set of documents, as applicable: "Payment of the Participation Fee",
"Expressions of Interest", or "Qualification and Proof of Legal, Fiscal and Labor Regularity".
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All sheets of the set should be sequentially numbered, so that each one of them may contain, in its
lower right corner, the sequential number.
Each one of the sets of documents must be accompanied by a Declaration of Conformity in
accordance with the model set out in ANNEX III, unless these are forwarded simultaneously, in this
case, a single Declaration of Conformity must be presented.
Through this Declaration the company will send a certain set of documents and will certify their
remittance for the purposes of qualification of the company for participation in the First Production
Sharing Tender. The company must indicate, in this Declaration, which documents are being
submitted to ANP and the numbering of the sheets corresponding to each one of these, and they
should be signed by a Representative Accredited at ANP, according to Section 3.3.2 of this Tender
Protocol, and notarized.
All documents must be dated and must be presented in a single original copy or authenticated by a
competent notary's office, or by publication in the official press and should contain the title in their
first page, and free of binders.
The documents issued abroad, so they may have effect in Brazil, should be legalized by the
Brazilian Consular Authority, from its original copy issued in its consular jurisdiction, either by the
acknowledgment of the signature or notarization of the document itself. If the document is not
written in Portuguese, the translation must be made in Brazil, translated by a certified translator,
after the legalization of the original document by the Brazilian consular authority, as determined by
the Consular and Legal Service Manual of the Ministry of Foreign Affairs, in Book I, Chapter 4,
Section 7, items 4.7.1 and 4.7.2.
If the Brazil has cooperation agreement with other countries or there it is provided by Treaty Brazil
is part of about the remission of legalization of some or all of the documents here laid down, the
interested company may request it based on the applicable legislation.
The documents that require signature of an Accredited Representative appointed as per item
3.3.2., notarization, consularization and certified translation are listed in Table 7 Table 7 7 of this
Tender Protocol.
Notarization is the recognition of the signature, for original documents, or certification of copies.
Consularization is the endorsement of Brazilian diplomatic authority in the country in which a
particular document was issued.
Certified translation is the translation of a document in a foreign language by a public sworn
translator. The certified translation must cover the entire text written in foreign language, including
any inscriptions posted on the document by a local notary.
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So the company may be qualified, all documents relating to its qualification shall be submitted in
accordance with the requirements of this Tender Protocol until the date specified in the Schedule of
Table 1.
If the company submits all the documents required for its qualification up to the date of publication
of the final version of the Tender Protocol specified in that Schedule, ANP, at its discretion, may
examine the corresponding documentation and inform the said company the occurrence of possible
incompatibilities with the requirements of the Tender Protocol, so that such incompatibilities may
are remedied.
After the publication of the final version of the Tender Protocol, the resubmission of documents will
be permitted only in exceptional cases, if requested by ANP in replacement to a document
presented previously, respecting the isonomy with relation to time limits granted to the companies
and if there are no violations of the rights of other participants.
ANP may request any additional information to support the analysis of the qualification of the
companies participating in the First Production Sharing Tender.
Any documentation submitted to ANP will be returned, with the exception of the dismissed Bid
Bonds, according to the conditions described in Section 4.2 4.2 of this Tender Protocol.
3.1.2 Validation of Documents contained in the Register of Companies
The company interested in validating documents that have been submitted to ANP for the purposes
of qualification in Tender Rounds or in Assignment of Rights and Obligations, should send an
Application, as per the rules and model in ANNEX XXIII, listing which documents should be
validated and stating, for each one of these, the number of contract concerning the Concession or
the Tender Round for which the document was presented.
Only the documents corresponding to those listed in ANNEX XXIII mentioned above may be
validated. The other documents provided for in this Tender Protocol should be submitted by the
company.
The document for which the validation is being requested, for the purposes of qualification in the
Tender Round, shall follow the term of one year as of the issuance or the validity period stipulated
in the specific legislation. If there is no specific date or period of validity, the document must have
been submitted in less than 1 (one) year.
The validation of documents does not imply the previous qualification of the applicant, and ANP
may request clarifications and/or additional documents. A qualification obtained previously is no
guarantee of obtaining qualification for the First Production Sharing Tender.
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3.2
Qualification of foreign enterprises
The foreign companies may participate in the First Production Sharing Tender, and for that they
must submit to the qualification in compliance with the requirements outlined in Section 3.1.
If it is not possible to submit a certain document required in this Tender Protocol due to legal issues
of the country in which the foreign company is incorporated, or because the document is not
applicable to such company, it must fulfill the corresponding requirements of the Tender Protocol
through the submission of an equivalent document:
a) A document signed by an Accredited Representative appointed in accordance with item 3.3.2.,
duly notarized and, if applicable, consularized and accompanied by a certified translation, including
(i) a description of the reasons which impede the compliance with the requirement laid down in the
Tender Protocol; (ii) request that ANP may accept as fulfillment to such requirement, a document
sent in replacement of that provided for in the Tender Protocol; and (iii) mention to the forwarding of
the documents provided for in (b) and (c), below;
b) Equivalent document in order to meet the requirement laid down in the Tender Protocol, duly
notarized and, if applicable consularized and accompanied by a certified translation, to replace that
provided for in the Tender Protocol; and
c) If applicable, a copy of the local law / rule that impedes the compliance with the requirement laid
down in the Tender Protocol, consularized and accompanied by a certified translation;
In the event of the absence of documents equivalent to those required by this Tender Protocol
and/or organizations in the country of origin to notarize them, a declaration should be presented
informing this fact, on the part of the public-law institution or notary public, duly consularized and
accompanied by a certified translation.
3.3
Expression of Interest
The process of qualification will be initiated with the Expressions of Interest through the
presentation of the documents listed in this Section.
3.3.1 Introduction Letter for the Submission of the Expressions of Interest
The interested company should send an Introduction Letter for the submission of the Expressions
of Interest, according to the model and instructions set out in Annex IV ANEXO IV of this Tender
Protocol, signed by a representative accredited at ANP, which shall be constituted as provided for
in Section 3.3.2 3.3.2 of this Tender Protocol.
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3.3.2 Attorney for the Appointment of the Accredited Representative
The interested company should appoint one or more representatives accredited at ANP for the First
Production Sharing Tender. The interested company that accredits more than one representative
should indicate, among them, the main one, for whom will be sent any official mail of ANP on this
Round.
The Accredited Representative will be nominated solely by means of Proxy as per the model in
Annex V ANEXO V of this Tender Protocol, signed by a Legal Representative of the represented
company, with powers duly proven in the corporate documentation presented.
If there is any impediment for the issuance of the Attorney according to the abovementioned model,
due to legal restrictions of the country in which the company is incorporated, it must observe the
provisions laid down in item 3.2 as regards the submission of equivalent documents, and submit
the said attorney:
a) in two columns printed on the same sheet, and the text of ANNEX V should be included in one of
these columns, in its entirety, in Portuguese language and, in the other column, the text in foreign
language; or
b) Fully in foreign language, consularized and accompanied by a certified translation whose
transcript may corresponds, in its entirety, to the text provided for in the model of ANNEX V.
When there is a change in the contact information of the Accredited Representative, the
represented company should notify ANP up to 15 (fifteen) days after the date of such change.
The interested company may, exceptionally, after the final deadline for submission of the
documents for qualification, change names of the Accredited Representatives through the
presentation of a new Proxy, in accordance with Annex V ANEXO V of this Tender Protocol.
If it is intended to appoint Legal Representatives of the company as Accredited Representatives at
ANP, it will not be required to submit the Proxy for Appointment of the Accredited Representative,
provided the powers and names of the appointment party may be verified in the acts of
incorporation of the company and/or in more recent acts related to election/appointment of such
Representatives, as provided in the Acts of Incorporation (By-laws or Articles of Association). In this
case, the company should indicate in the Introduction Letter of Expression of Interest the names of
the Legal Representatives appointed as Accredited Representatives at ANP.
If, after the final deadline for submission of the documents for qualification, there are changes in the
acts of incorporation of the company, such contractual changes should be delivered immediately to
ANP.
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3.3.3 Confidentiality Agreement
The interested company should submit the Confidentiality Agreement relating to data and
information contained in the Data Package supplied by ANP, using necessarily the model of Annex
VI ANEXO VI of this Tender Protocol, duly signed by its Accredited Representative.
3.3.4 Corporate Documents
The interested company should submit:
a) Acts of incorporation (By-laws or Articles of Incorporation) and its amendments, registered
before the competent Commercial Registry, or the consolidation of the acts of incorporation after
the amendments have been made, containing the provisions in full force, registered before the
competent Commercial Registry;
b) Documents concerning the proof of powers and the name of the Legal Representative, as well
as, if applicable, the most recent acts concerning the election/appointment of such Representative;
c) Documents concerning the fulfillment to eventual limitations to the exercise of the powers of the
representatives, in the manner provided in the Acts of Incorporation, if applicable; and
d) A declaration, signed by the Accredited Representative and duly notarized that the company
has, for the purposes of qualification, (i) a copy of the version of its By-laws or Articles of
Incorporation with the existing provisions, (ii) proof of the powers and the name of its Legal
Representative, and (iii) fulfillment to any eventual limitations to the exercise of the powers of the
representatives, in the manner provided for in the Acts of Incorporation, if applicable.
The corporate purpose of the company, included in the document referred to above, must be
appropriate to the purpose of the tender.
The documents mentioned in (b), above, shall not be required if, in the Acts of Incorporation (Bylaws or Articles of Incorporation) may be substantiated the powers and name of the Legal
Representative.
3.4
Technical Qualification
All companies interested in disputing the 70% remaining share of the Contract Area, including
Petrobras, should require their technical qualification as "Level A" or "B" Tenderer.
The technical qualification will be based on the production volume parameters, amount of
investments made in exploration and previous operational experience of the interested company or,
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alternatively, the experience of the members of its technical personnel in exploration and
production of oil and natural gas.
The consortium interested in participating in the tender should be formed with at least 1 (one)
company which has obtained the minimum qualification as "Level A" Tenderer.
3.4.1 Classification of the Technical Qualification
For the purposes of qualification, in accordance with the terms of this Tender Protocol, the
company interested in participating in the First Production Share Tender, should fit one of the
following categories:

Level "A" Tenderer- Technical capability of the company in activities of exploration and
production with conditions to operate Onshore, Shallow Water, Deep Water and Deep Sea
Exploration. In addition, it must have experience in offshore exploration and production
activities in the condition of Operator.

Level "B" Tenderer- Technical capability of the personnel or company in activities of
exploration and production with conditions to operate Onshore and Shallow Water.
3.4.2 Documentation Needed
The technical qualification will be based on the capacity of the interested company or its corporate
group. For that, the interested company which pleads qualification based on its exploration and
production experience activities must complete the Technical Summary 01 in accordance with the
model in Annex XX ANEXO XIX of this Tender Protocol.
The interested company which pleads qualification based on the experience of the members of its
technical staff must complete the Technical Summary 02 according to the model of Annex XXI
ANEXO XX of this Tender Protocol.
In no event shall be allowed to add the experience of the company with the experience of the
members of the technical personnel. If the interested company decides to qualify through the
experience of the members of its technical personnel, the maximum possible qualification will be in
the Level "B" Tenderer category.
Each company should deliver a single Technical Summary, which should be signed by an
Accredited Representative of the interested company.
As Per provisions of Section 3.1.2, if the interested companies have already forwarded the
Technical Summary and have been qualified as Operator A or Operator B in Tender Rounds or in
Assignment of Rights and Obligations, they may request validation of the information contained in
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these Summaries, as per model of ANNEX XXIII, for the purposes of qualification as "Level A" or
"B" Tenderer, respectively.
3.4.2.1
Scoring Criteria for Technical Qualification
For the purpose of technical qualification of the company as Level "A" or "B" Tenderer, the following
scoring criteria will be used:
a)
Qualification by Experience of the company in Brazil or Abroad
 Production Volume of equivalent oil: One (1) point shall be added for each 1 (one)
thousand barrels/day of equivalent oil produced, up to a maximum of fifteen (15) points. The
volumes informed should make reference to the participation of the company in the
condition of Operator. The arithmetic average of the production volumes operated for the
last 5 (five) years will be considered.
 Amount of investment in exploratory activities: The interested company that attests to
have made investments as Operator in exploration activities will receive score according to
the amount of attested investment and operational environment, in accordance with the
content of Table 3 Table 3. The amount of investments relating to the participation of the
company in the condition of Operator for the last 5 (five) years will be considered.
If the amount of the investment is referenced in US dollar (US$), used the average
exchange rate for conversion (Ptax-sale) of the year in which it was made. All investments
must be brought to present amount by the IGPM rate accumulated until June 2013.
Table 3 - Scoring due to the Amount of Investments
Operational Environment
Amount of Investments - I (in millions of Real)
15  I < 30
30  I < 60
I ≥ 60
Onshore
2
3
4
Shallow Water
3
4
5
Deep/Ultra Deep Water
4
5
6
 On Shore Exploration and Production Activities: 10 (ten) points will be granted for the
company which currently develops, according to the best practices of the oil industry, as
Operator, exploration activities and ten (10) points for the company which currently carries
out on Shore production activity, as well as Operator. For the company that, alternatively,
may attest activity present in technical services to oil companies or that has current activities
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as Non-Operator, will be granted 5 (five) points for exploration and 5 (five) points for
production on Shore.
 Exploration and Production Activities in Shallow Water: 10 (ten) points will be granted
for the company which currently develops, according to the best practices of the oil industry,
as Operator, exploration activities and ten (10) points for the company which currently
carries out production activity in Shallow Waters, as well as Operator. For the company that,
alternatively, may attest activity present in technical services to oil companies or that has
current activities as Non-Operator, will be granted 5 (five) points for exploration and 5 (five)
points for production in Shallow Water. This criterion will be applied for the company which
develops activities of exploration and production in the water line up to 400 meters in depth.
 Exploration and Production Activities in Deep or Ultra-Deep Water: 10 (ten) points will
be granted for the company which currently develops, according to the best practices of the
oil industry, as Operator, exploration activities and ten (10) points for the company which
currently carries out production activity in Deep or Ultra Deep Waters, as well as Operator.
For the company that, alternatively, may attest activity present in technical services to oil
companies or that has current activities as Non-Operator, will be granted 5 (five) points for
exploration and 5 (five) points for production in Deep or Ultra-Deep Water. This criterion will
be applied for the company which develops activities of exploration and production in the
water line up to 400 meters in depth.
 Exploration and Production Activities in adverse environments: 10 (ten) points will be
granted to the company which may attest current activity in operations in harsh
environments according to the best practices of the oil industry. For the company that,
alternatively, may attest activity present in technical services to oil companies or that has
current activities as Non-Operator, both in adverse environments, will be granted 5 (five)
points. It will be considered in this criterion, activities of exploration and production in
adverse environments where one or more of the following characteristics may occur: strong
marine currents, drilling in high pressure and high temperature conditions (well whose
gradient pressure of pores exceeds 2.62 psi/m or the expected pressure in B. O. P - "Blow
Out Preventer" - and exceeding 10,000 psi and the static temperature at the bottom of the
pit is greater than 150° C), production activities in remote areas (it is understood as remote
areas those which impose restricted access, thus making it difficult for the activities of
exploration and production of hydrocarbons) and production of heavy oils (from 10° API to
22º API) and/or extra-heavy (below 10° API) and high presence of contaminants such as
CO2 (carbon dioxide) and H2S (hydrogen sulfide), which may cause operational risks.
 Exploration and production activities in sensitive environmental areas: 10 (ten) points
will be granted to the company which may attest current activity in operations in sensitive
environments according to the best practices of the oil industry. For the company that,
alternatively, may attest activity present in technical services to oil companies or that has
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current activities as Non-Operator, in sensitive environmental areas, will be granted 5 (five)
points. It will be considered in this criterion exploration and production in areas of influence
where one or more of the following characteristics may occur: rare, endemic or endangered
species; aggregation of species (migratory routes, reproduction, growth, feeding); areas
defined as priorities for the conservation of biodiversity; natural resources of socio-economic
importance to local communities and/or artisanal fishermen; conservation units; indigenous
and/or traditional communities; presence of archaeological sites or speleological heritage.
 Aspects related to SEH:
a)
It will be granted 2 (two) points for the company which attests the certification of an
Integrated Management SEH System (Safety, Environment and Health). The company
should submit a copy of the certificate issued by an independent entity, that is, to which it
does not possess any bond, stating the deployment of an Integrated Management SEH
System in operations for the exploration and production of oil and natural gas.
b)
It will be granted 2 (two) points for the company which attests the existence of
specific requirements for SEH (Safety, Environment and Health) in the process of
acquisition of goods and services from third parties. The company should submit a copy of
its SEH policy or similar corporate procedure that clarifies the commitment in the acquisition
of goods and services of third parties to adopt good SEH practices.
 Time of Experience in E&P Activities: The company which attest experience in the
condition of Operator in exploration or production activities of Oil and Natural Gas will
receive, due to the time of experience and place of operation (whether Onshore, Shallow
Water or Deep/Ultra Deep Water), the score established in Table 4 Table 4 4 of this Tender
Protocol. For the company that, alternatively, may attest experience in providing technical
services to oil companies or that has activities as Non-Operator, will be granted half of the
points granted to the one holding experience as Operator.
Table 4 4 - Scoring Due to Experience Time and Local of the Activities
Operational Environment
Experience Time – T(years)
2T<5
5  T < 10
10  T < 15
T ≥ 15
Onshore
5
10
15
20
Shallow Water
10
15
20
25
Deep/Ultra Deep Water
15
20
25
30
b) Qualification by Experience of the Technical Personnel
19
The company which wishes to obtain qualification as "Level B" Tenderer and that may not attest its
operational experience may qualify by the experience of its technical staff. For that it must submit
the resume of the consultants and members of the technical staff with relevant experience in the
activities of exploration and production in Brazil or abroad, specifying the type of bond with the
company and the responsibility of each activity to be carried out, according to the model of
Technical Summary 02 in Annex XXI ANEXO XX of this Tender Protocol. Each submitted resume
must contain the signature of the professional, according to the requirements of Section 3.1 3.1.
It is necessary for the company to possess a minimum technical personnel that may include, at
least, a professional with experience in exploration activities and another different one with
experience in production activities. The operational experience of the professionals members of the
technical personnel will be evaluated on the basis of the place of performance in the exploration
and production activities, also considering the experience of operation in harsh and sensitive
environments, as specified in Table 5 Table 5 5.
Table 5 5 - Score of the company due to the qualification of the technical personnel: time of
experience and type of activity
Area of activity
Time of experience T(years)
2T<5
5  T < 10
T ≥ 10
Exploration - Shore
3
5
7
Production - Shore
3
5
7
Exploration - Shallow Water
3
5
7
Production - Shallow Water
3
5
7
Exploration - Deep/Ultra Deep Water
3
5
7
Production - Deep / Ultra Deep Water
3
5
7
Operation in Harsh Environments
3
5
7
Operation in Sensitive Environmental Areas
3
5
7
3.4.2.2
Summary of classification criteria
For the purpose of fitting the company into one of the categories of qualification, ANP will use the
following criterion for the technical qualification:


From 30 to 80 points: "Level B" Tenderer;
81 points or more: "Level A" Tenderer
20
The company which wishes to obtain qualification as "Level A" Tenderer, regardless of the score
gained, must possess offshore exploration and production experience in the condition of Operator.
The company which obtains a score inferior to 30 (thirty) points will not be qualified.
3.5
Financial Qualification
For the purposes of analysis of economic-financial qualification, the interested company should
forward the following documents:
a)
Financial Statements;
b)
Opinion from an Independent Auditor;
c)
Form of ANNEX XVII - Summary of Financial Statements - only for foreign companies; and
d)
Form of ANNEX XXII ANEXO XXI - Statements of Relevant Liabilities and Strategic
Planning.
3.5.1 Financial Statements of the Last Three Years
The financial statements referred to in item "a" of Section 3.5 3.5 are those set out in Law No.
6,404 of December 15, 1976, for the last three financial years.
If the company has less than three financial years, it must submit the financial statements for the
already closed year.
If the company was incorporated in the same fiscal year as the publication of this Tender Protocol,
it must submit the Partial Financial Statements. In this case, for the purposes of attestation of the
Net Asset, the company should submit a notarized copy of its last Bylaws duly filed in the
Commercial Registry of its jurisdiction.
The foreign company which request the qualification should fill ANNEX XVII ANEXO XVI
mandatorily in the currency of the Federative Republic of Brazil
3.5.2 Opinion from Independent Auditor
The opinion of an independent auditor as referred to in item "b" of Section 3.5 3.5 is required in
accordance with Law 6.404/76 and Law no. 11,638/2007.
The opinion of an independent auditor shall not be required in the following cases:
a)
The enterprises that have not been constituted by shares that do not fall as large as defined
by Law 6,404/76 and 11,638/2007; or
21
b)
The interested company is performing the qualification process by means of a foreign
company.
3.5.3 Financial Statements and Strategic Planning
Fulfilling item "c" in Section 3.5 3.5 of the Tender Protocol, the interested company should fill out
ANNEX XXIV ANEXO XXI as shown in the instructions contained in the very document.
3.5.4 Minimum Net Asset
3.5.4.1 Qualification of the Companies
The company must demonstrate, by means of the documents mentioned in Section 3.5 3.5 of this
Tender Protocol, it has a Net Asset equal to or greater than the minimum required Net Asset, as
established in the following table.
Table 6 6 - Minimum Amounts of Net Asset for Financial Qualification
Operational Environment of the
Area
Required Qualification
Minimum Net Asset
"Level A" Tenderer
R$ 554,000,000.00
"Level B" Tenderer
R$ 277,000,000.00
Deep/Ultra Deep Water
3.6
Legal Qualification
The legal qualification will be carried out by means of proof of legal regularity. The company should
present, in addition to the documents required in Section 3.3 3.3, the following documents:
a) Organizational Chart detailing the whole control chain of the corporate group, signed by an
Accredited Representative and duly notarized, including (i) all relations of direct and indirect
control, covering possible holdings/controlling individuals and controlled by the company to be
qualified; and (ii) the respective percentage of quotas or shares with voting rights of such
controlling and controlled individuals. Enterprises controlled by bearer shares, without explicit
identification of control, or whose acts of incorporation or its affiliates prevents or hinders the
identification of the controllers will not be qualified. It will not be allowed, under any justification,
22
the allegation of application of the law of the country of origin of the company aiming to maintain
secrecy about its stock control;
b) Express declaration of the Accredited Representative for all relevant legal or judicial pending
issues, including those that may cause insolvency, judicial recovery, bankruptcy, or any other
event that may affect the financial suitability of the company;
Once the successful vendor will form a consortium (i) with PPSA; and (ii) with Petrobras, if it is not
among the components of the successful consortium of the tender or if the successful vendor is a
single company, distinct from Petrobras, it should submit, in addition to the documents above:
c) Term of Commitment of Constitution of a Consortium with PPSA and Petrobras, as per the
model in ANNEX XXIV of this Tender Protocol, signed by an Accredited Representative; or
d) For Petrobras,Term of Commitment of Constitution of a Consortium with PPSA, according to the
model in ANNEX XXV of this Tender Protocol, signed by an Accredited Representative.
The foreign companies, in addition to the above-mentioned documents, or, if applicable, equivalent
documents, must also submit:
e) Evidence it is organized and in regular operation, in accordance with the laws of its country; and
f) Term of Commitment as per ANNEX VII of this Tender Protocol, duly signed by an Accredited
Representative, for the incorporation of the company according to the Brazilian Laws or
indication of a controlled Brazilian company already incorporated so, if it wins the tender, sign
the Production Sharing Contract on its behalf.
3.7
Labor and Tax Regularity
For the qualification in the competition, the national companies should submit the following
documents:
a) Proof of enrollment in the Corporate Taxpayer Registry - CNPJ;
b) Joint Debt Certificate with effect on Federal Taxes and Federal Debt Roster, in charge of
the Attorney General of the National Treasury (PGFN);
c) Certificate of Regularity of the Severance Premium Reserve Fund - FGTS;
d) Certificate of Pension Contributions and Third Parties - RFB/INSS;
e) Labor Debt Certificate with negative effect, in charge of the Labor Court.
The companies which submit enrollment registration and regular position in the Suppliers Unified
Registration System (SICAF) will be exempt from submitting the documents listed in lines "a", "b",
"c" and "d" above.
The existence of registration of the company as a debtor is a barring fact for the qualification,
unless the registration shows that: a) a demand has been judged with the objective to discuss the
23
nature of the obligation, or its amount, and the judgment has been provided with sufficient
guarantee, as per the Law; or, b) the enforceability of the tax liability has been suspended.
The foreign companies are not obliged to submit the documents relating to the proof of tax and
labor regularity.
3.8
Location, schedule and deadline for submission of documents
All documentation should be sent to the National Petroleum, Natural Gas and Biofuel Agency, on
behalf of the Bidding Superintendence, or delivered at the Protocol Service of ANP, at the following
address:
Agência Nacional do Petróleo, Gás Natural e Biocombustíveis

Rio de Janeiro – Escritório Central
Avenida Rio Branco número 65, térreo – Centro
CEP: 20090-004 – Rio de Janeiro/RJ – Brasil.
All documentation should be delivered to ANP, from Monday to Friday, from 9:00 pm to 18:00 pm,
Brasília/DF time, according to the deadlines defined in Table 1 1 of this Tender Protocol.
24
Table 7 7 - Formalization of Documents for Qualification
Nature
3.1.1
Documentation
to be
submitted
3.1.2
Validation of
Documents
Section
in the
Tender
Protocol,
3.1.1
3.5. Financial
Declaration of Conformity - List of
Documents for Qualification
Enforceability
Introduction Letter for the Submission
of the Expressions of Interest
√
Attorney for appointment of Accredited
Representative
with
additional
information
√
3.3.3
Confidentiality Agreement
√
3.3.4
Corporate Documents
√
3.3.5
Attestation of powers and the name of
the Legal Representative
Only if applicable
Demand for Translation
√
√
Follow model
Annex XXIII
√
√
Follow model
√
√
Follow model
√
√
Follow model
√
√
Follow model
√
√
Sworn Translation
√
√
Sworn Translation
√
√
Follow model
No
No
Follow model
Annex V
If applicable
√
Copy of proof of payment of the
Participation Fee
√
Financial Statements
Consularization in a
diplomatic institution
Annex IV
Payment of the Participation Fee
3.4.1/3.4.2 Technical Summary
Notarization
Annex IV
3.3.1
3.10.1
Model
√
Validation Request
3.3 Expression
of Interest
3.4. Technical
Qualification
Document
3.1.2
3.3.2
3.10
Participation
Fee
Documents issued abroad / in a foreign
language
√
√
Annex VI
No
No
Annex II
No
Annexes XX and
XXI
No
√
√
√
√
Follow model
Sworn Translation
25
Nature
Qualification
Section
in the
Tender
Protocol,
Enforceability
Model
Notarization
Consularization in a
diplomatic institution
Demand for Translation
Summary of Financial Statements
Only if applicable
Opinion of the independent auditor
Only if applicable
Annex XVII
√
√
Follow model
No
√
√
Sworn Translation
√
√
Follow model
√
√
Sworn Translation
√
√
Sworn Translation
√
√
Follow model
√
√
Follow model
√
√
Sworn Translation
√
√
Follow model
Statement of Relevant Obligations and
Strategic Planning
Legal Opinion or detailed organization
chart of the control chain
Statement regarding any relevant legal
or judicial pending issue
√
3.6.c)
Term of Commitment of Constitution of
Consortium with PPSA and Petrobras
Only for the companies
distinct from Petrobras
Annex XXIV
3.6. d)
Term of Commitment of Constitution of
Consortium with PPSA
Only for Petrobras
Annex XXV
3.6 e).
Evidence it is organized and in regular
operation, in accordance with the laws
of its country
Only for the foreign
companies
No
3.6 f).
Commitment Agreement for the
incorporation of the company
according the Brazilian laws or
indication of a controlled Brazilian
company already incorporated to sign
the Concession Contract on its behalf,
if it is the successful vendor of the
tender.
Only for the foreign
companies
Annex VII
3.7 a)
Proof of enrollment in the Corporate
Taxpayer Registry - CNPJ
Only for national
companies
No
No
No
No
3.7 b)
Joint Debt Certificate with a Negative
effect on Federal Taxes and Federal
Debt Roster (PGFN);
Only for national
companies
No
No
No
No
3.5.3
3.6.a)
3.6.b)
3.6. Evidence
of Tax and
Labor
Regularity
Document
3.5.1
3.5.2
3.6. Legal
Qualification
Documents issued abroad / in a foreign
language
√
√
Annex XXII
No
No
26
Nature
Section
in the
Tender
Protocol,
Documents issued abroad / in a foreign
language
Document
Enforceability
3.7 c)
Certificate of Regularity of the
Severance Premium Reserve Fund FGTS
Only for national
companies
3.7 d)
Certificate of Pension Contributions
and Third Parties - RFB/INSS
Only for national
companies
Labor Debt Certificate with Negative
effect
Only for national
companies
3.7 e)
3.2
3.2
Qualification of
foreign
companies
Equivalent Documents
Model
No
Notarization
Consularization in a
diplomatic institution
Demand for Translation
No
Not applicable
Not applicable
No
Not applicable
Not applicable
No
Not applicable
Not applicable
√
√
Sworn Translation
No
No
Only for the foreign
companies
No
27
3.9
Technical Data
3.9.1 Available Information
For the First Production Sharing Tender was prepared 1 (one) Data Package, as listed in Table 8
Table 8 8 of Section 3.10 3.10 of this Tender Protocol. The package consists of a set of regional
data, including seismic lines and data from selected wells for the area in question and with the
following structure:
General Information:

Scenario and geological considerations embodied in the geological summary such as:
description of the geology, stratigraphic column and other relevant information.

When available, studies on geology and geophysics hired by ANP may be included.
Thematic Maps:
When available, the following maps will be included:

Map of the Basin with the location of the area

Geological map of the area and the regional structural outline

Gravimetric and magnetometric regional maps
Public Seismic Data:
When available, the following maps will be included:

2D seismic lines, Post-Stack , in SEG-Y standard format

3D seismic lines, Post-Stack , in SEG-Y standard format
Public Wells Data:
When available, the following maps will be included:

Compound Profiles.

Curves of profiles (LIS or DLIS format).

PEV and PVT curve.
28

Rock-Eval Pyrolysis and % TOC geochemistry data.

Folders of wells containing data and geological information (description of runners samples,
analysis of testimonies, sedimentology and geochemistry), drilling (fluids, casing and
cementing) and production (completion, tests, forming and analysis of samples of fluids)
and other relevant information.
Public Gravimetry and Magnetometry Data:
When available, the following maps will be included:

Gravimetry Data (x,y and z), ASCII format.

Magnetometry Data (x,y and z), ASCII format.
Part of the information in the Data Package may also be provided in English; however, some data,
such as the folders of wells, will only be available in Portuguese.
3.9.2 Access and Withdrawal of Data Package
The Data Package may be accessed by means of a remote system available in the website
identified in Section 8.2 8.2 of this Tender Protocol, whose password will be sent by ANP to the
Accredited Representative of the company after the approval of the documentation of Expressions
of Interest and the identification of the payment of the Participation Fee.
The Data Package may also be downloaded from the Data Bank of Exploration and Production of
ANP (BDEP), provided the same conditions set for sending the password for remote access are
followed.
If the company prefers to withdrawal of the Data Package, a new external Hard Disk , in a sealed
package, with storage capacity compatible with the volume of data in the Package, must be
delivered in the Database for Exploration and Production of ANP (BDEP) so the generation of the
Data Package is made.
The withdrawal of the Data Package should be made by the Accredited Representative of the
interested company, properly identified. This withdrawal can be made optionally by an authorized
person, also properly identified, by means of specific authorization to withdraw the Data Package,
signed by the Accredited Representative of the company and duly notarized. The authorization
should be delivered in compliance with the terms of Section 3.8 of this Tender Protocol.
29
3.9.3 Assistance to Companies
Formal working meetings may be held on the areas offered. Questions may also be sent to the
institutional e-mail of the Tender Superintendence, included in Section 8.2 8.2 of this Tender
Protocol.
3.10 Participation Fee
In addition to obtaining technical, financial and legal qualification and fiscal and labor regularity
attestation, in order to be qualified by CEL for the First Production Sharing Tender, the company
should pay the Participation Fee. The Participation Fee must be paid as detailed in Table 8 Table 8
8 of this Tender Protocol.
The payment of the Participation Fee can be made even before submitting to technical, financial,
legal qualification and attesting the tax and labor legality.
3.10.1 Payments
The payment of the Participation Fee is compulsory and individual to each company, even those
wishing to submit bids through consortium.
The payment must be made the following way:

By bank form, available on the website of ANP specific for the First Production Sharing
Tender; or

By bank transfer.
Data for transfer:
In favor of: Agência Nacional do Petróleo, Gás Natural e Biocombustíveis
Corporate Taxpayer Register: 02.313.673/0002-08
Banco do Brasil
Address: Rua Professor Lélio Gama, 105 – Centro/RJ – CEP: 20031-201
Account Number: 333008-7
Agency Number: 2234-9
30
In the case of bank transfer, in order to facilitate the location of the payment of the Participation
Fee, the receipt must be sent to the Tender Superintendence via fax or e-mail indicated in Section
8.2 8.2 of this Tender Protocol, stating the reference number of the Deposit.
The company may pay the Participation Fee up to the date indicated in Table 1 Table 1 1 of this
Tender Protocol. The payment of the Participation Fee must be in accordance with the items listed
in Table 8 Table 8 8 of this Tender Protocol.
3.10.2 Payments made abroad
The payments in foreign currency can only be made by bank transfer.
If the Participation Fee is paid abroad, the equivalent amount in American dollars should be
converted to Real by the official purchase exchange rate (BACEN/Ptax purchase) of the business
day immediately preceding the payment, published by the Central Bank.
In this case, the company should check with the financial institution responsible for the operation
the incidence of fees on the transfer of amounts in order to ensure that the exact amount of the
paid Participation Fees will become effectively available to ANP after the conversion to Real. ANP
requests the company to deliver a copy of the payment receipt.
31
Table 8 8 - Participation Fee
Basin
Sector
Block
Participation Fee
Santos
SS-AUP
Libra
R$ 2,067,400.00
Note:
1.
The listed amount refer only to the Sector and Block mentioned in the table.
3.11 Return of Participation Fee
The Participation Fee will not be returned by ANP, even if the company gives up attending to the
competition, gets qualification in a different category or is not qualified.
The Participation Fee will only be returned when, for technical and substantiated reasons, ANP
withdraws the entire area that corresponds to the Data Package, as provided for in Section 2 2 of
this Tender Protocol.
3.12 Information Disclosure and Confidentiality by ANP
During the whole process of qualification to the First Production Sharing Tender, ANP will disclose
the list of the participating companies. The qualification documents and the minutes of CEL will
have public character, except the information on Financial Statements and strategic planning. The
company having any objection to the disclosure of any information contained in this item should
manifest itself by forwarding ANP a reasoned letter, which shall decide on the agreement, or not, of
the exposed arguments.
Upon explicit request of the company, information about it may be disclosed by ANP in the web
page specific to the First Production Sharing Tender. For that, the company should send the
information and authorization specific for that purpose, according to the model in Annex VIII
ANEXO VIII of this Tender Protocol.
3.13 Qualification
The company qualified by ANP and that already paid the Participation Fee for the block to be
tendered, will be qualified by CEL. The company may submit a sole offer, provided it is qualified as:

"Level A" Tenderer;
32
In the case of consortium, without the participation of Petrobras, provided the consortium has at
least one of its companies qualified as "Level A" Tenderer.
Decisions about the qualification of any company will be made by CEL, designated by the Board of
Directors for the First Production Sharing Tender.
3.14 Cancellation of the Qualification
The companies will have their qualification canceled on the following assumptions:

Declaration of bankruptcy or judicial or extra judicial reorganization, dissolution or liquidation
of the company;

By request of the interested company;

Non-compliance with the standards set for the bidding process;

Practice of any unlawful act, proven in the accordance with the law.
3.15 Companies holding an office in specific countries
The CEL may request additional documents and information, not listed in this Tender Protocol, from
companies based in countries classified as tax havens by the Secretariat of the Federal Revenue of
Brazil, as well as companies based in countries classified as non-cooperative by the Board of
Control of Financial Activities of the Ministry of Finance.
On the basis of reasoned technical and/or legal decisions, the capacity of companies from the
countries cited in this Section may be rejected if the documentation submitted is not sufficient to
guarantee the interests of the Federal Government as holder of the rights on the oil and natural gas
exploration and production in Brazil.
33
4
4.1
SUBMISSION OF BIDS
Schedule and Venue of the Bidding
The presentation of bids will be held on the date in Table 1 Table 1 1, Section 1 1 of this Tender
Protocol, at a venue to be disclosed by ANP under the terms of Section 8.2 8.2, according to the
following schedule:

10/20/13 – Accreditation for the event
3 p.m. - Assistance to Accredited Representatives of the companies. The accreditation on that day
will be open until the 6 p.m.

10/21/13 - Day of submission of offers
8:00 a.m. - Assistance to other participants of the bidding. The accreditation will be open until the
closing of the bidding.
9:00 a.m. - Opening of the session for the presentation of offers to the First Production Sharing
Tender.
4.2
Bid Guarantee
4.2.1 Purpose
The company, or one of the companies member of the consortium, should provide ANP with Bid
Guarantees for the block to be bid as per the amount indicated in Table 9 9 of this Section. Bid
Guarantees will only be permitted in terms of Letter of Credit or Guarantee Insurance, according to
the models listed in the Annex XV ANEXO XII of this Tender Protocol.
4.2.2 Term of delivery
The Guarantees must be delivered to ANP up to 10/07/2013.
4.2.3 Submission of Guarantees
According to the provisions in Section 4.2.1 4.2.1, the companies, or one of the companies member
of the consortium may submit more than one Bid Guarantee provided the total amount of the
guarantees presented may represent the amount indicated in Table 9 Table 9 9 of this Section.
34
All Bid Guarantees, except the offers that are declassified during the event, will be retained and
bound to the offers, either successful or only valid.
If the bid is presented by companies in consortium, the Bid Guarantee may be supplied by any of
the members of the consortium. In this case, it must be indicated on the envelope for the
submission of the offer, the company which provided the Bid Guarantee.
Table 9 9 - Amount of the Bid Guarantee (R$)
BASINS
Santos
SECTOR
PROSPECTUS
BID GUARANTEE (R$)
SS-AUP
Libra
R$ 156,109,000.00
4.2.4 Validity of the Bid Guarantees
The Bid Guarantees should be valid after the date seen in Section 4.2.2, final deadline for
submission of these Guarantees, until at least two months after the date specified in this Tender
Protocol for the signing of the Production Sharing Contract.
4.2.5 Modalities and Issuer of Bid Guarantees
The Bid Guarantees could be delivered by means of letters of credit issued by banks or financial
institutions regularly registered in the Central Bank of Brazil and fit to operate. Bid Guarantees in
the form of Guarantee-Insurance will also be accepted, issued by insurers authorized in the
Superintendence of Private Insurance (SUSEP) and able to operate.
These institutions may not be under Fiscal Direction, Intervention, Extra Judicial Liquidation and
Extraordinary Surveillance.
The Bid Guarantees should include the following documents proving the condition of legal
representatives of the issuer:
a) Corporate documents relating to the company which will provide the Guarantee, listed in
Section 3.3.4, except the document referred to in line (d) of the above Section;
b) Attorney for the representative who will sign the Bid Guarantee, if applicable; and
c) Documents (Individual Corporate Taxpayer and ID) of the representatives referred to in (c).
The Guarantee-Insurance policies should also be accompanied by a declaration containing the
number of the reinsurance contract made by a company authorized by SUSEP.
35
4.2.6 Application of Guarantees
The Bid Guarantee must have the city of Rio de Janeiro as its exclusive place of application. If it
does not have a subsidiary in that city, the issuer of the security must designate a representative for
that purpose, and it is responsible, in addition, for the obligation to communicate ANP immediately
if there is any change of that representative.
The Bid Guarantee will be applied when:
a) The company which has won the tender alone, or an Affiliate indicated by it, fail to sign the
Production Sharing Contract within the time limit set by ANP;
b) the winning offer has been submitted by companies in consortium, and the Production Sharing
Contract is not be signed by any of the companies members of the consortium or by an Affiliate of
any of these companies within the time defined by ANP;
c) When the successful vendor gives up, the company or the consortium convened by ANP, as
provided in item 6.3.2 6.3.2 of this Tender Protocol, express interest in assuming the winning offer
and does not sign the Production Sharing Contract within the time defined by ANP.
4.2.7 Return of Guarantees
The Bid Guarantee that is not associated to the valid proposal shall be returned together with all the
necessary documentation for its cancellation.
The Bid Guarantee associated with the valid proposal, even if in partial amount, will only be
returned after the signing of the Production Sharing Contract.
The Bid Guarantee will be returned within 15 (fifteen) days after scheduling at the Tender
Superintendence of ANP.
If the company does not withdraw the Guarantee, it will be archived.
4.3
Composition of the Bids
The percentage of the surplus in oil for the Federal Government to be offered by the tenderers
should relate to the amount of the oil barrel between $100.01 (one hundred dollars and one cent)
and $120.00 (one hundred and twenty dollars) and the column corresponding to the production per
active producing well corresponding to between 10 thousand and one barrels/day and 12 thousand
barrels/day.
The offerings should be composed exclusively with the indication of the percentage of surplus in oil
for the Federal Government, respecting the minimum percentage of 41,65 %.
36
The procedure concerning the completion of the Table can be accessed by means of a system
available in the website identified in Section 8.2 8.2 of this Tender Protocol.
37
Table 10 - Minimum Percentage of Surplus in Oil for the Federal Government
AF = Amount offered.
38
4.4
Signature Bonus
The Signature Bonus corresponds to the amount in Real (R$) of the Block purpose of the offer for
obtaining the concession of the Production Sharing Contract and must be paid by the successful
vendor, in a single payment, within the time limit set by ANP, as a condition for the signing of the
Production Sharing Contract.
The Signature Bonus does not integrate the cost in oil and corresponds to the fixed amount owed
to the Federal Government by the Contractor, being forbidden, in any case, it compensation to the
Contractor.
The Signature Bonus to be paid must be equal to the amount established for the Block on bid, as
related in Table 13 , Annex X ANEXO X of this Tender Protocol.
4.5
Minimum Exploratory Program
The Minimum Exploratory Program corresponds to the set of exploratory activities to be performed
by the Contractor. The Minimum Exploratory Program must be mandatorily fulfilled during the
Exploration Phase.
The Minimum Exploratory Program to be carried out, with the respective exploratory activities and
the amounts of the financial guarantees of this Program are found in Table 14 in ANNEX XI
ANEXO XI of this Tender Protocol.
4.6
Commitment to Local Content
The minimum percentages of overall Local Content to be carried out at the Exploration and
Development Phase of Production are defined in Table 11 of this Tender Protocol.
The Production Sharing Contract, annexed to this Tender Protocol, contains the conditions for
compliance and the general table with the minimum percentage of Local Content for each of the
items and sub-items to be performed.
Table 11 - Minimum percentage of Overall Local Content
Exploration Phase
Development Phase (Modules with
first oil until 2021)
Development Phase (Modules with
first oil after 2022)
Minimum (%)
Minimum (%)
Minimum (%)
37
55
59
Location of the Block
Deep/Ultra Deep Water P*>
400m
* P = depth in meters
39
4.7
Submission of Bids
The process of submission of bids and determination of the winning bid will be guided by the
following rules:

The bids should be drawn up in standard forms and submitted in a sealed envelope, with
cover and forms generated developed by ANP, which will be available in the Internet on
ANP specific web page to the First Production Sharing Tender, and delivered to CEL at the
time and location of the tender.

The envelopes should contain the bid forms signed by the Accredited Representative of the
company and the version of the form in digital format. The bid in digital format will be
approved with the printed version, which is the only official version. If there is any
discrepancy between the written and digital part, or technical problems in the digital version,
the written and printed document will go.

The offer of a company or consortium of companies for the Block should be submitted in a
single envelope.

The company interested in the First Production Sharing Tender will compete for the 70%
remaining of the share of the Area of the Contract according to the criterion of the supply of
larger surplus in oil for the Federal Government, in compliance with the minimum
percentage of the surplus in oil of the Federal Government set out in Table 10 of this Tender
Protocol, and provided it has presented to ANP the Guarantees of Supply according to the
provisions of item 4.2.

No company, as established in article 16, section IV, of Law no. 12,351/2010, may make
more than one offer to a same Block, either individually or in consortium. This limitation is
also extended to companies of the same corporate group. All bids involving the same
company or companies of their corporate group, in the same Block, will be contested by
CEL.

The offers may be submitted by any qualified company, or by any consortium in which all
members companies have been individually qualified and that at least one company part of
the consortium has been qualified as "Level A" Tenderer.

The CEL will verify the completion of the envelopes and their documents included, and may,
at its sole discretion, request relevant corrections.

The envelopes containing the bids will be opened immediately after the closing date for their
presentation and will be analyzed by CEL.

Only the bids made exclusively according to the instructions in this Tender Protocol will be
accepted.
40

The proceedings shall be public and performed in a transparent manner.
4.7.1 Criterion for determination of bids
The judgment of the tender will identify the most advantageous proposal according to the criterion
of the larger surplus offer in oil for the Federal Government, provided the minimum percentage
defined in accordance with Table 10 of this Pre-Tender Protocol is respected.
For the calculation of the final score will be considered up to 2 (two) decimal places for the larger
surplus offer in oil for the Federal Government, disregarding the amounts after the third decimal
place.
The offers will be classified according to the descending order from the highest to the lowest offer
of surplus in oil for the Federal Government, being declared the winner the competitor whose offer
has the larger surplus in oil for the Federal Government.
The CEL will carry out the analysis, evaluation and classification of the bids strictly in accordance
with the criteria set out in this Tender Protocol and in Law no. 12,351/2010, downgrading the bids
that do not meet the pre-set requirements.
If there is a tie between offers of surplus in oil for the Federal Government, a new deadline will be
given and the tenderers will be invited to submit new proposals exceeding the performed ones. The
timetable for the submission of the new offers will be determined by the President of CEL. If a new
tie is found, the draw will be used as a criterion of decision, performed in public act at a time and
place designated by CEL.
4.8
Submission of Bids in Consortium
To participate in the First Production Sharing Tender, the company will have to qualify individually.
However, the submission of bid by companies in consortia that meet the following requirements will
be accepted:

The consortium should have at least 1 (one) company which has obtained the minimum
qualification as "Level A" Tenderer.

The consortium to be formed may contain, at most, 5 (five) companies.
41

The companies must demonstrate a commitment to establish the consortium, subscribed by
all members, according to the envelope cover model as described in Section 4.7 4.7 of this
Tender Protocol.
42
5
APPROVAL OF THE JUDGMENT
The final result of the tender will be part of the Judgment Report in which CEL will propose the
award of the purpose of the tender to the company or consortium of companies declared as winner.
In the said report shall also be include information about the bids that were not successful and,
possibly, the declassified or declared ones, in an informed and unenforceable way.
The report of the judgment will be submitted to the Board of Directors of ANP.
Once the Judgment Report is approved, in whole or in part, ANP will publish the outcome of the
judgment of the bidding in the Official Gazette and in large-circulation newspapers.
After the approval and publication of the outcome of the judgment of the tender, the winning
companies will be convened for the signing of the Production Sharing Contracts with the Ministry of
Mines and Energy, the National Agency of Petroleum, Natural Gas and Biofuels, PPSA and
Petrobras in accordance with the Schedule provided in Table 1 Table 1 1 of this Tender Protocol.
ANP will publish the copies of the signed Production Sharing Contracts in the Official Gazette.
43
6
REQUIREMENTS FOR SIGNING OF THE PRODUCTION SHARING CONTRACT
Law no. 12,351/2010 lays down the activities of Exploration and Production of Oil and Natural Gas
in the Pre-Salt Polygon should be performed through Production Sharing Contracts granted by
Tender.
6.1
Requirements for the successful vendors to sign the Production Sharing
Contract
For the signing of the Production Sharing Contract it is necessary the presentation of the
documents listed below, as shown in Table 12, and the original or a notarized copy should be
delivered, accompanied by a Declaration of Conformity in accordance with ANNEX III, taking into
account the deadline established by ANP:
a) Information on the signatory company
The company should present, within the deadline defined by ANP, the information contained in
Annex X ANEXO IX of this Tender Protocol.
b) Evidence of Tax and Labor Regularity

Tax Clearance Certificates concerning the Federal Revenue Service (Federal Debt Roster,
Federal Contribution and Taxes, Severance Guarantee Fund - FGTS and Social Welfare)
Corporate Taxpayer Register and Unified Suppliers Registration System (SICAF).

Labor Debt Certificate with negative effect, in charge of the Labor Court.
The existence of registration of the company as a debtor is a barring fact for the signing of the
Production Sharing Contract, unless the registration shows that: a) a demand has been judged with
the objective to discuss the nature of the obligation, or its amount, and the judgment has been
provided with sufficient guarantee, as per the Law; or, b) the enforceability of the tax liability has
been suspended.
c) Corporate Documents
The interested company should submit:
c1) Acts of incorporation (By-laws or Articles of Incorporation) and its amendments, registered
before the competent Commercial Registry, or the consolidation of the acts of incorporation after
the amendments have been made, containing the provisions in full force, registered before the
competent Commercial Registry;
44
c2) Documents concerning the proof of powers and the name of the Legal Representative, as well
as, if applicable, the most recent acts concerning the election/appointment of such Representative;
c3) Documents concerning the fulfillment to eventual limitations to the exercise of the powers of the
representatives, in the manner provided in the Acts of Incorporation, if applicable; and
c4) A declaration, signed by the Accredited Representative and duly notarized that the company
has, for the purposes of qualification, (i) a copy of the version of its By-laws or Articles of
Incorporation with the existing provisions, (ii) proof of the powers and the name of its Legal
Representative, and (iii) fulfillment to any eventual limitations to the exercise of the powers of the
representatives, in the manner provided for in the Acts of Incorporation, if applicable.
The corporate purpose of the company, included in the document referred in (c1) above, must be
appropriate to the purpose of the tender.
The documents mentioned in (c2) above, shall not be required if, in the Acts of Incorporation (Bylaws or Articles of Incorporation) may be substantiated the powers and name of the Legal
Representative.
d) Attorney for Appointment of the Accredited Representative to sign the Production
Sharing Contract
For the signing of the Concession Contract, the company should submit a Proxy, in accordance
with Annex XVIII ANEXO XVII of this Tender Protocol, signed by its Legal Representative, granting
powers to a third party, who will sign the Production Sharing Contract on behalf of the successful
company.
If it is intended to appoint Legal Representatives of the company as Accredited Representatives for
the signing of the Production Sharing Contract, it will not be required to submit the Proxy, provided
the powers of the appointment party may be verified in the acts of incorporation of the company
and/or in more recent acts of election of the officers and board of directors who chose the most
recent executive board. In this case, the company should indicate the name of the Legal
Representative appointed for signing the Production Sharing Contract, when the information of the
Signatory are sent, in accordance with Annex IX ANEXO IX of this Tender Protocol.
e) Financial Guarantee of the Minimum Exploratory Program
For the signature of the Production Sharing Contract, the company or the winning consortium
should submit financial guarantees to support the fulfillment of the Minimum Exploratory Program,
as per the models listed in ANNEX XIV 0, ANNEX XV ANEXO XIV and ANNEX XIX ANEXO XVIII
of this Tender Protocol, in the manners provided for in this Section. The total amount of the
guarantees should be equal to the amount in Real included in Table 14 of this Tender Protocol.
The financial guarantees of the Minimum Exploratory Program may be presented in the following
ways:
45
e1) Letters of Credit
Letters of credit issued by banks or financial institutions regularly registered in the Central Bank of
Brazil will be accepted, provided such institutions are not under Tax Direction, Intervention, Extra
Judicial Intervention and Extraordinary Surveillance, or fulfilling penalty imposed by their regulating
organizations. If the guarantees are issued abroad, a proof of registration of the financial institution
in the competent body must be attached stating its regular operations. The letters of credit shall be
issued in accordance with the model of Annex XV 0and must be accompanied by the following
documents proving the condition of legal representatives of the issuer: certified copy of the acts of
incorporation, the minutes of the election of directors, the attorney for the representative and the
documents of the representatives (Individual Taxpayer Register and Identification Card).
e2) Guarantee Insurance
Guarantee Insurance Policies issued by insurance companies regularly registered at the
Superintendence of Private Insurance (SUSEP), containing reinsurance coverage in accordance
with the model in Annex XVI ANEXO XIV of this Tender Protocol. The Guarantee Insurance
policies must be accompanied by a declaration containing the reinsurance contract number made
by a company authorized by SUSEP, besides the documents proving the condition of legal
representatives of the issuer: certified copy of the acts of incorporation, the minutes of the election
of directors, the attorney for the representative and the documents of the representatives (Individual
Taxpayer Register and Identification Card).
e3) Pledge of Petroleum and Natural Gas
Pledge Contracts of Petroleum and Natural Gas produced in the national territory will be admitted
on the Fields already in Production, subject to prior approval by ANP and the existing law,
according to the model in Annex XX ANEXO XVIII of this Tender Protocol. So it may be accepted
as collateral to the Minimum Exploratory Program, the Pledge Contract of Petroleum and Natural
Gas must be signed by the parties, registered at the Real Estate Registry Offices of the district
where the fields whose Oil and Natural Gas object of the pledge are located, as provided for in the
said annex, and delivered to ANP up to the date to be indicated by it.
f) Consortium Contract
The registration of the incorporation document of the consortium, whose terms are arranged in
Production Sharing Contract, at the competent Commercial Registry, subscribed by the consortium
members, including Petrobras and PPSA, must be delivered to ANP up to the date to be indicated
by it.
g) Proof of Payment of the Signature Bonus
46
A certified copy of the Federal Tax Liability Payment Form (GRU) and the payment receipt of the
Signature Bonus should be sent to ANP, accompanied by a document detailing the identification of
the block the payment refers to up to the date specified by ANP.
h) Performance Guarantee
The Performance Guarantee and the document where the controller or headquarter of the
successful company should fully guarantee the obligations assumed by the signatory company.
If the successful company has obtained technical qualification by experience of its controlling
group, it should submit a Performance Guarantee according to the model in Annex XVI ANEXO XV
of this Tender Protocol, together with the documents.
d) Corporate documents relating to the company which will provide the Guarantee, listed in
Section 3.3.4, except the document referred to in line (d) of the aforesaid Section; and
e) Organizational Chart, under the terms of Section 3.6 3.6 of this Tender Protocol, explaining
the relation between the company that shall provide a Guarantee of Performance and the
signatory company;
6.2
Signature of an Affiliate Company Contract
The successful company or consortium may delegate the signing of the Production Sharing
Contract for an Affiliate Company of the successful company with headquarters and administration
in Brazil. In the case of foreign company which does not have a subsidiary incorporated in Brazil, it
must, compulsorily, incorporate a Brazilian company with headquarters and administration in the
country to operate as a concessionaire.
In the case of consortium for signing, the direct or indirect shares of each company in the
consortium with Petrobras and PPSA should be identical to the shares defined in the standard
envelope for the submission of offers.
The company which receives the delegation to sign the Production Share Contract should be
submitted to the financial and legal qualification for the same category in which the company that
won the bidding was qualified, besides proving its tax and labor regularity, taking into account the
provisions in Sections 3.5 3.5, 3.6 3.6 and 3.7 3.7 of this Tender Protocol.
The qualified successful company should fully guarantee the obligations assumed by the signatory
company through Performance Guarantee, according to the model in Annex XVII ANEXO XV of
this Tender Protocol.
In the event of delegation of the signature of the Production Share Contract to an Affiliate until the
date indicated by ANP, the following documents should be delivered:
47
a) Corporate documents of the signatory company under the terms of Section 3.3.4 3.3.4 of
this Tender Protocol, except the document referred to in line (d) of the aforesaid Section;
b) Organizational structure, under the terms of Section 3.6 3.6 of this Tender Protocol,
explaining the relation between the successful company and the signatory;
c) Performance Guarantee, according to the model in ANNEX XVI ANEXO XV of this Tender
Protocol, by which the controller or headquarter of the successful company should fully
guarantee the obligations assumed by the signatory company, as well as the corporate
documents relating to the company that will provide the Guarantee provided for in Section
6.1, line (h) of this Tender Protocol; and
d) Documents for financial and legal qualification and proof of tax and labor regularity.
Table 12 - List of documents required for signing the Production Sharing Contract 1
Documents Needed
Description
Observations
1
Documents relating to the financial and legal qualification
If applicable
Notarization (Portuguese).
Consularization/certified translation and
notarization (foreign origin).
2
Certificates of tax and labor regularity of the federal public
administration
The provisions of Section 6.1 are
incorporated in this item.
If there is any record as a debtor, the
company must submit additional
documentation as requested by ANP.
3
Attorney for appointment of the accredited representative to
sign the Production Sharing Contract
ANNEX XVIII
4
Consortium Contract
If applicable
5
Proof of payment of the Signature Bonus
In accordance with item 6.1 .g)
6
Declaration of the qualified successful company for the
signing of the Production Sharing Contract through a
Brazilian affiliate company.
If applicable
7
Financial Guarantee for the Minimum Exploratory Program
The provisions of Section 6.1 e) are
incorporated in this item.
8
Evidential document of the powers of the signatories of the
financial guarantees
The acts of incorporation/by-laws of
the financial institution and last
changes accompanied of the last
minutes of the meeting that elected
the current directors.
Notarization (Portuguese).
Consularization/certified translation and
notarization (foreign origin).
9
Performance Guarantee
According to the model of the Tender
Protocol (Annex XVI) - if applicable.
If applicable
Notarization (Portuguese).
Consularization/certified translation and
notarization (foreign origin).
Notarization (Portuguese).
Consularization/certified translation and
notarization (foreign origin).
Registration at the Trade
Office/original/notarized.
Certified copy
Notarization (Portuguese).
Consularization/certified translation and
notarization (foreign origin).
Notarization (Portuguese).
Consularization/certified translation and
notarization (foreign origin). The deadline
for the delivery of the financial guarantees
is indicated in Table 1.
Notes:
1.
The set of documentation must be delivered in numbers of copies identical to the number of Production Sharing
Contracts to be signed by the company, being at least one original (the copies must be certified).
2.
The set of documentation must be accompanied by a Declaration of Conformity in accordance with ANNEX III.
48
6.3
Cases of Waiver
6.3.1 In the case of consortium, manifested by one of the participant companies
If the successful offer has been submitted by companies in a consortium and one of these
companies gives up signing the Production Sharing Contract, the other companies members of the
consortium may assume the responsibilities of the quitter, without prejudice to the application of
administrative penalties, as provided for in Section 7 7 of this Tender Protocol.
To do this it is necessary for the companies interested in assuming the responsibilities of the quitter
to have been qualified in the minimum required category for the Block purpose of the Production
Sharing Contract.
In no event shall be allowed the entry of a new company in the successful consortium before the
signing of the Production Sharing Contract. If none of the companies members of the original
consortium take on the responsibilities of the quitter company, the offer will be decommissioned
and applied to the provisions in Section 6.3.2 6.3.2 of this Tender Protocol.
6.3.2 Of a company or consortium as a whole
If the successful company or consortium does not sign the Production Sharing Contract up to the
date specified for its signature, without prejudice to the application of administrative penalties as
provided for in Section 7 7 of this Tender Protocol, all the remaining competitors will be called by
means of a single call.
The convocation will be deliberated by CEL and held by ANP by means of an official
communication.
To express their interest, the remaining competitors should certify they will fulfill the amounts
contained in the successful bid within 5 (five) working days after the convening of ANP. The bid
guarantee retained in accordance with Section 4.3.4 4.2.4 of this Tender Protocol may be used as
a commitment to honor the successful proposal, provided it remains valid. Otherwise, the remaining
competitor should submit a new Bid Guarantee.
The order of classification of the offers contained in the Judgment Report will be used as the
criterion of preference for the signing of the Production Sharing Contracts.
The company or consortium which expresses interest in assuming the successful offer will have 30
(thirty) calendar days to submit the required documents after the convening by ANP for the signing
of the Production Sharing Contract.
49
If the company interested in signing the Production Sharing Contract becomes non-complying in
the course of this process, the retained or renewed Bid Guarantee will be executed.
50
7
PENALTIES
In the case of non-compliance by the participant company in the First Production Sharing Tender of
any of the obligations laid down in this Tender Protocol or in regulatory standards issued by ANP,
the Agency may apply the following penalties:
a) fines;
b) Temporary suspension of the right to participate in future tenders for Exploration and
Production of Oil and Natural Gas activities.
The temporary suspension of the right to participate in future tenders for Exploration and
Production of Oil and Natural Gas activities will be applied, without prejudice to the other previously
listed penalties when the violator practices acts to the detriment of the purposes of the tender. This
suspension shall be applied for a minimum period of 6 (six) months and maximum of 5 (five) years,
and may be extended to the corporate group of the violating company and extended at the criterion
of ANP, if the irregularity that gave rise to the temporary suspension persists.
51
8
8.1
COMPLEMENTARY CLARIFICATIONS ON THE TENDER
Forum
The issues arising from the implementation of this Tender Protocol which cannot be decided
administratively will be processed and considered in the Federal Justice Forum, Judicial Section of
the State of Rio de Janeiro, with exclusion of any other forum, no matter how privileged it may be.
8.2
Information and Consultations
Information on the bidding will be published by ANP in the Official Gazette and will be made
available on the web page of ANP specific on the bidding.
Clarifications and additional information relating to the First Production Sharing Tender should be
directed to ANP by mail, fax or electronic mail, as listed below:

Mail:
First Production Sharing Tender
Agência Nacional do Petróleo, Gás Natural e Biocombustíveis
Superintendência de Promoção de Licitações
Avenida Rio Branco 65, 18º andar
20090-004 Rio de Janeiro – RJ, Brasil

Fax:
(21) 2112-8539 (Brazil)
+55-21-2112-8539 (abroad)

E-mail:
rodadas@anp.gov.br

ANP also has a specific web page for Tender Rounds
http://www.brasil-rounds.gov.br/
52
All requests for information and clarifications will be treated preferentially according to their order of
arrival at the Tender Superintendence of ANP and disclosed on the web page of ANP specific to
the First Production Sharing Tender.
53
9
ADMINISTRATIVE APPEALS
The acts of CEL are fit to administrative appeals to be brought within 5 (five) working days from the
date of the notice of the contested act to be received only in the devolution effect. The notice of the
contested act will be made by publication in the Official Gazette. The Management of ANP may
assign a suspensive effect to the appeal by reasoned decision and if there are current public
interest reasons. The appeal of the interested company directly to CEL should be made in writing
and filed with the documents that prove the reasons alleged and protocoled at ANP.
CEL will notify on the appeal to other interested parties, which may present counter-reasons in the
same period of 5 (five) working days after the notice. After the proper instruction the appeal will be
forwarded to ANP Board of Directors for observations and judgment. The competitor may, at any
time, withdraw the appeal.
54
10 RIGHTS AND PRIVILEGES OF ANP
10.1 Revocation and Canceling of the Bidding
ANP may, upon approval of CNPE, revoke, in whole or in part, at any time, this tender, whenever
reasons of public interest arising from supervening fact are realized, provided it is duly established,
relevant and sufficient to justify such behavior. It should also cancel the procedure when an
insolvable illegality is found through in writing and duly justified opinion, with notice to the
competitors.
10.2 Revision of Terms, Conditions and Procedures
ANP reserves the right to unilaterally revise schedules, conditions and procedures related to the
First Production Sharing Tender, giving appropriate disclosing, and it may even disqualify any
company previously qualified in cases of proven ideological falsehood, inappropriate behavior or
submission of offers or documents out of the required standards. In these cases the participation
rate will not be returned.
10.3 Omitted Cases
Cases not provided for in this Tender Protocol related to the First Production Sharing Tender will be
analyzed by CEL and submitted, in administrative or appeal degree to the judgment of ANP Board
of Directors.
55
ANEXO I - DETAILING OF THE BLOCK ON OFFER
For the Block to be tendered out, Libra prospectus, a grid formed by cells of 3'45"
longitude and 2'30" latitude was adopted. Additional Information regarding the Block
can be obtained in the web page "www.brasil-rounds.gov.br".
The basin, sector, block and their respective locations and areas in km² are below in
the form of table. The maps and geographical coordinates (referenced to Datum DSS69) are listed below in the form of images and texts, respectively.
No.
Basin
Sector
Block
Onshore / Offshore
Extension of the Area (km²)
1
Santos
SS-AUP
Libra
Offshore
1,547.76
56
57
Geographical Coordinates of the Block
* Geographic system
* Datum: SAD-69
*Point
Latitude
Longitude
1
24 30 0,000 S
42 22 30,000 W
2
24 30 0,000 S
41 56 15,000 W
3
24 35 0,000 S
41 56 15,000 W
4
24 35 0,000 S
41 48 45,000 W
5
24 50 0,000 S
41 48 45,000 W
6
24 50 0,000 S
42 0 0,000 W
7
24 45 0,000 S
42 0 0,000 W
8
24 45 0,000 S
42 15 0,000 W
9
24 42 30,000 S
42 15 0,000 W
10
24 42 30,000 S
42 18 45,000 W
11
24 40 0,000 S
42 18 45,000 W
12
24 40 0,000 S
42 22 30,000 W
13
24 30 0,000 S
42 22 30,000 W
58
ANEXO II - PAYMENT OF THE PARTICIPATION FEES
The undersigned declares, on behalf of the company [insert the name of the company], it will pay the
Participation Fee corresponding to the Sector marked below and is aware of the amounts of the Participation
Fee, as well as all other provisions of the Tender Protocol of the First Production Sharing Tender and the
rules of behavior that govern the entire process of this First Tender provided in this Tender Protocol.
The undersigned also declares, on behalf of the company [insert the name of the company], it is aware ANP
will not receive any request for reimbursement of the Participation Fee if it is disqualified or does not get the
desired qualification.

Santos Basin, Deep/Ultra Deep Water, Libras Block (Sector SS-AUP)
___________________________
Signed by:
Job Title:
Venue and Date
59
ANEXO III - DECLARATION OF CONFORMITY - LIST OF DOCUMENTS
By means of this document I certify [insert the name of the company], incorporated and existing in
accordance with the laws of the Brazil, with registered office at [insert the address of the company], by means
of its Accredited Representative [insert the name of the Accredited Representative of the company delivers to
ANP all documents listed below, aiming for participating in the First Production Sharing Tender.
Instructions:
a) All sheets of the documents submitted shall be numbered in sequential order by the requester in
accordance with item 3.1.1 of this Tender Protocol.
b) In the list below, mark an X beside each document sent.
c) Fill in the number of the sheet related to each of the documents submitted.
d) Fill out, at the end, the fields relating to the venue, date, name and position of the Accredited
Representative, sign and notarize this Declaration.
e) The documents marked with the symbol (*) must be notarized (notarization is the recognition of the
name - for original documents -, or authentication of copies of documents) and, if applicable,
consularized.
Documento
Número da(s) folha(s)
1. Autorização para divulgação de informações sobre a sociedade empresária, se aplicável (*)
MANIFESTAÇÃO DE INTERESSE:
2. Requerimento para validação de documentos, se aplicável (*)
3. Procuração para Nomeação do Representante Credenciado (*)
4. Termo de Confidencialidade (*)
5 Atos Constitutivos – Contrato Social ou Estatuto Social (*)
6. Comprovação dos poderes dos representantes legais e o(s) mais recente(s) ato(s)
relacionado(s) à eleição/nomeação de tais representantes, se aplicável (*)
7. Atendimento a eventuais limitações para o exercício dos poderes dos representantes, na
forma prevista nos Atos Constitutivos, se aplicável (*)
8. Declaração de apresentação de (i) cópia da versão de seu Contrato ou Estatuto Social com
as disposições vigentes, (ii) comprovação dos poderes e do(s) nome(s) de seu(s)
Representante(s) Legal(is), e (iii) atendimento a eventuais limitações no exercício dos
poderes dos representantes, na forma prevista nos Atos Constitutivos, se aplicável. (*)
9. Documentação equivalente aos requisitos do Edital, se aplicável - seção 3.2 (*)
10. Outros (discriminar) (*)
PAGAMENTO DA TAXA DE PARTICIPAÇÃO:
11. Pagamento das Taxas de Participação - Anexo II (*)
12. Cópia do comprovante de pagamento da Taxa de Participação (*)
13. Outros (discriminar) (*)
QUALIFICAÇÃO e COMPROVAÇÃO DE REGULARIDADE JURÍDICA, FISCAL E TRABALHISTA:
14. Requerimento para validação de documentos, se aplicável (*)
15. Sumário Técnico (*)
16. Demonstrações Financeiras dos três últimos anos (*)
60
17. Pareceres dos auditores independentes, caso aplicável (*)
18. Declaração de Obrigações Relevantes e Planejamento Estratégico (*)
19. Resumo das Demonstrações Financeiras (não obrigatório) (*)
20. Organograma com toda a cadeia de controle do grupo societário (*)
21. Declaração sobre pendências legais ou judiciais relevantes (*)
22. Termo de Compromisso de Constituição de Consórcio com a PPSA e com a Petrobras, se
aplicável (*)
23. Termo de Compromisso de Constituição de Consórcio com a Petrobras, se aplicável (*)
24. Comprovação de que se encontra organizada e em regular funcionamento, de acordo com
as leis do seu país, se aplicável (*)
25. Termo de Compromisso para constituição de sociedade empresária segundo as Leis
Brasileiras ou indicação de sociedade empresária brasileira controlada já constituída para,
caso vencedora da licitação, assinar o contrato em seu lugar, se aplicável (*)
26. Prova de inscrição no CNPJ
27. Certidão Negativa de Débito (PGFN)
28. Certidão Negativa de Débito (INSS)
29. Certidão Negativa de Débito (FGTS)
30. Certidão Negativa de Débito (CNDT)
31. Documentação equivalente aos requisitos do Edital, se aplicável - seção 3.2 (*)
32. Outros (discriminar) (*)
ASSINATURA DO CONTRATO:
33. Informações da sociedade empresária signatária (*)
34. Atos Constitutivos – Contrato Social ou Estatuto Social (*)
35. Comprovação dos poderes dos representantes legais e o(s) mais recente(s) ato(s)
relacionado(s) à eleição/nomeação de tais representantes, se aplicável (*)
36. Atendimento a eventuais limitações para o exercício dos poderes dos representantes, na
forma prevista nos Atos Constitutivos, se aplicável (*)
37. Declaração de apresentação de (i) cópia da versão de seu Contrato ou Estatuto Social com
as disposições vigentes, (ii) comprovação dos poderes e do(s) nome(s) de seu(s)
Representante(s) Legal(is), e (iii) atendimento a eventuais limitações no exercício dos
poderes dos representantes, na forma prevista nos Atos Constitutivos, se aplicável. (*)
38. Procuração para Nomeação do Representante Credenciado para Assinatura do Contrato de
Partilha de Produção (*)
39. Garantia financeira do Programa Exploratório Mínimo e documentos pertinentes (item 6.1,
"e1") (*)
40. Contrato de Consórcio (*)
41. Cópia do Comprovante de Pagamento do Bônus de Assinatura (*)
42. Garantia de Performance e documentos pertinentes (item 6.1, "e1") (*)
43. Prova de inscrição no CNPJ
44. Certidão Negativa de Débito (PGFN)
45. Certidão Negativa de Débito (INSS)
61
46. Certidão Negativa de Débito (FGTS)
47. Outros (discriminar) (*)
Assinatura do contrato por Afiliada - qualificação e comprovação de regularidade jurídica, fiscal e trabalhista:
48. Requerimento para validação de documentos, se aplicável (*)
49. Procuração para Nomeação do Representante Credenciado (*)
50. Termo de Confidencialidade (*)
51. Atos Constitutivos – Contrato Social ou Estatuto Social (*)
52. Comprovação dos poderes dos representantes legais e o(s) mais recente(s) ato(s)
relacionado(s) à eleição/nomeação de tais representantes, se aplicável (*)
53. Atendimento a eventuais limitações para o exercício dos poderes dos representantes, na
forma prevista nos Atos Constitutivos, se aplicável (*)
54. Declaração de apresentação de (i) cópia da versão de seu Contrato ou Estatuto Social com
as disposições vigentes, (ii) comprovação dos poderes e do(s) nome(s) de seu(s)
Representante(s) Legal(is), e (iii) atendimento a eventuais limitações no exercício dos
poderes dos representantes, na forma prevista nos Atos Constitutivos, se aplicável. (*)
55. Demonstrações Financeiras dos três últimos anos (*)
56. Pareceres dos auditores independentes, caso aplicável (*)
57. Declaração de Obrigações Relevantes e Planejamento Estratégico (*)
58. Resumo das Demonstrações Financeiras (não obrigatório) (*)
59. Organograma com toda a cadeia de controle do grupo societário (*)
60. Declaração sobre pendências legais ou judiciais relevantes (*)
61. Termo de Compromisso de Constituição de Consórcio com a PPSA e com a Petrobras, se
aplicável (*)
62. Termo de Compromisso de Constituição de Consórcio com a Petrobras, se aplicável (*)
63. Garantia financeira do Programa Exploratório Mínimo (*)
64. Prova de inscrição no CNPJ
65. Certidão Negativa de Débito (PGFN)
66. Certidão Negativa de Débito (INSS)
67. Certidão Negativa de Débito (FGTS)
68. Outros (discriminar) (*)
I hereby certify under the penalties provided in the applicable legislation, the truthfulness, accuracy and
fidelity of the information submitted in this form.
Yours Truly,
___________________________
Signed by:
Job Title:
Venue and Date:
62
ANEXO IV - INTRODUCTION LETTER OF DEMONSTRATION OF INTEREST
The company [insert the name of the company] part of the corporate group, incorporated according to the
laws of [insert the name of the country where the company was incorporated], by means of this letter, (i)
expresses its interest in participating in the First Production Sharing Tender, (ii) certifies, under the penalties
provided in applicable legislation, the truthfulness, accuracy and fidelity of all information provided to the
National Petroleum, Natural Gas and Biofuel Agency - ANP, (iii) declares it knows the set of Brazilian
standards which prohibit and punish detrimental conduct to competition, striving not to undertake such
conduct, presents information regarding the individuals or companies holding control or more than 20% of the
voting capital, to the main members of its executive body, and the documents required in the Tender Protocol
of the aforesaid Round, aiming for qualifying in the category [insert the name of the category for qualification:
Level A or B Tenderer].
[Free space for the company to, optionally, present information about it]
Individual or company holding the control or more than 20% of the voting capital:
NAME(S):
PARTICIPATION IN THE VOTING CAPITAL:
Data of the main members of the executive body:
[The data below should be provided for each of the main members of the executive body]
NAME:
JOB TITLE:
ADDRESS:
PHONE NUMBER:
FAX:
E-MAIL:
Legal Representatives to be considered Accredited Representatives at ANP:
[Submit the information below if the company wishes the Legal Representatives to be considered Accredited
Representatives at ANP and, therefore, it is not necessary to submit a Proxy for the Appointment of the
Accredited Representative for such Legal Representatives]
NAME(S):
JOB TITLE(S):
ADDRESS:
PHONE, FAX and E-MAIL:
63
___________________________
Signed by: [insert the name of the Accredited Representative of the company]
Job Title:
Venue and Date:
64
ANEXO V - ATTORNEY FOR APPOINTMENT OF THE ACCREDITED
REPRESENTATIVE
By this instrument of mandate, [insert the name of the company], incorporated and existing under the laws of
[insert the name of the country of the company], with headquarters at [insert address of the headquarters of
the company], through its [insert the name of the Legal Representative of the company], in this act shall
appoint [insert the name and full qualification (nationality, ethnicity, marital status, occupation, civil registry,
address, phone, e-mail, etc.) of the Attorney-in-Fact Accredited Representative], with the powers to represent
it before the National Agency of Petroleum, Natural Gas and Biofuel - ANP in matters related to the First
Production Sharing Tender, with special powers for the practice of acts and assumption of responsibility for
the tender and the proposal to be submitted, and may, for that, receive, submit and sign documents, withdraw
the Data and Information Package, authorize third parties to withdraw them, pay fees, propose, appeal,
agree, and also perform all other acts necessary for the full compliance with this mandate.
___________________________
Signed by:[insert the name of the Accredited Representative of the company]
Job Title:
Venue and Date
ADDITIONAL INFORMATION ON THE ACCREDITED REPRESENTATIVE
MAIN ACCREDITED REPRESENTATIVE:
NAME:
JOB TITLE:
ADDRESS:
TELEPHONE, FAX and E-MAIL: [insert telephone, fax and e-mail of the main Accredited Representative]
OTHER ACCREDITED REPRESENTATIVES:
NAME:
JOB TITLE:
ADDRESS:
PHONE, FAX and E-MAIL:
65
ANEXO VI - CONFIDENTIALITY AGREEMENT
The undersigned hereby declares on behalf of the company [insert the name of the company] his interest
in participating in the First Production Sharing Tender for the granting of the Sharing Contracts for Exploration
and Production of Oil and Natural Gas activities in Brazil, and recognizes the procedures and rules for
qualification to participate in the tender and sign the Production Sharing Contract. The undersigned also
declares he is aware that:
a) He will receive, on behalf of the company [insert the name of the company], the Data Package on the First
Production Sharing Tender to be delivered by ANP. This may include: geological, geophysical, geochemical
and environmental data, as well as studies and reports;
b) the Data Package may be available to any of its executive officers, directors, employees, affiliates and
personnel, agents and consultants, which (i) have the necessity of knowledge of such data for the execution
of services related to First Production Sharing Tender and (ii) have been informed and agree to comply with
the restrictions applied in this Term of Confidentiality, as if they were the undersigned;
c) if, because of an existing law, ordinance, regulation, rule or order of any competent authority, the
undersigned is requested to make available something included in the Data Package under confidential use,
the undersigned shall promptly notify ANP, in writing, so it may take proper measures; and
d) If requested by ANP, the undersigned shall destroy or return the entire Data Package.
The undersigned declares he is also aware it rests solely with ANP to "collect, maintain and administrate data
and information on the Brazilian sedimentary basins" (Article 22 of Law no. 9,478 , 6 August 1997), and that
"these data and information on the Brazilian sedimentary basins are included in the national petroleum
resources and, therefore, they public and federal assets" (Resolution ANP no 11, 17 February 2011).
Thus, any form of selling, trading, disposal or similar, to third parties, of all or part of the Technical Data
Package, being exclusive for the purposes of study and formulation of proposals for the First Production
Sharing Tender.
The processing of data to be acquired in area of exploration and/or production under the Production Sharing
Contract should follow existing standards, in particular ANP Resolution 11, of February 17, 2011 and ANP
Resolution 29, of August 31, 2010.
This Confidentiality Agreement shall be governed and construed in accordance with the laws of the
Federative Republic of Brazil and the place of jurisdiction shall be the City of Rio de Janeiro.
___________________________
Signed by:
66
Job Title:
Venue and Date
67
ANEXO VII - COMMITMENT AGREEMENT OF INCORPORATION ACCORDING TO THE
BRAZILIAN LAWS OR TO INDICATE AN ALREADY INCORPORATED CONTROLLED
BRAZILIAN COMPANY TO SIGN THE PRODUCTION SHARING CONTRACT
The undersigned declares, on behalf of the company [insert the name of the company], his interest in
participating in the First Production Sharing Tender, whose purpose is the granting of Production Sharing
Contracts for Exploration and Production of Oil and Natural Gas in Brazil, and recognizes the procedures and
rules for qualification for the tender in general and for the signing of the Production Sharing Contract.
The undersigned also declares, on behalf of the aforesaid company, it is committed to incorporating a
company according the Brazilian laws, with head office and management in Brazil, or indicating an already
incorporated controlled Brazilian company to sign the Production Sharing Contract on its behalf.
This Agreement shall be governed and construed in accordance with the laws of the Federative Republic of
Brazil and the place of jurisdiction shall be the City of Rio de Janeiro.
___________________________
Signed by:
Job Title:
Venue and Date
68
ANEXO VIII - AUTHORIZATION FOR DISCLOSURE OF INFORMATION ON THE
COMPANY
The undersigned authorizes, on behalf of the company [insert the name of the company], the publication, on
the web page of ANP in the Internet specific to the First Production Sharing Tender, the following information:
- Company:
- Contact information:
Name:
Job Title:
Phone:
Fax:
E-mail:
- Observations:
The undersigned also declares, on behalf of the aforesaid company, he is aware that:
a) ANP cannot guarantee the authenticity of the information described above and it is not responsible
for any mistakes in the transcription of such information;
b) The company shall be fully responsible for any contacts it may establish, or by any agreements it
may sign arising from the publication of the information above, evading, therefore, from the
responsibility for any consequences, costs or damages resulting from them;
c) As a result of the contacts the companies may establish, no confidential information related to the
data contained in the Data Package supplied by ANP may be disclosed, except those permitted by
the Confidentiality Agreement of the First Production Sharing Tender;
d) The company should make sure, prior to the discussion of any confidential information with a
possible partner, it has paid the Participation Fee and forwarded the Confidentiality Agreement in
accordance with ANNEX VI ANEXO VI to ANP;
e) The request for modification of the above information must be performed by the presentation of new
authorization to ANP, in accordance with this Annex, and its eventual publication will be made in
accordance with the establishments by this Agency;
f) ANP reserves the right not to publish any comments or information it deems inappropriate or
incorrect.
___________________________
Signed by:
Job Title:
Venue and Date
69
ANEXO IX - INFORMATION ON THE SIGNATORY
The undersigned presents on behalf of the company [insert the name of the company] the following
information, as a requirement for the signing of the Production Sharing Contract:
Name of the successful company:
Name of the company signatory of the Production Sharing Contracts:
Enrollment in the Corporate Taxpayer Register:
Information on the Signatory Company
Address:
City:
Province:
ZIP CODE:
Representatives who will sign the Production Sharing Contract
Name:
Job Title: [insert the job title (this information will be in the Production Sharing Contract)
E-mail:
Name:
Job Title: [insert the job title (this information will be in the Production Sharing Contract)
E-mail:
___________________________
Signed by:
Job Title:
Venue and Date
70
ANEXO X - SIGNATURE BONUS OF THE BLOCK ON OFFER - LIBRA
The amount of the Signature Bonus, in Real (R$ ), of the Block purpose of the offer is set out in this
Annex, according to Table 13 below.
Table 13 - Signature Bonus.
BASIN
SECTOR
BLOCK
SIGNATURE BONUS (R$)
Santos
SS-AUP
Libra
15,000,000,000.00 (15 billion Real)
The portion of the Bonus to be wired to Pré-Sal Petróleo S.A. - PPSA - will be equal to R$
50,000,000.00 (fifty million Real).
71
ANEXO XI - MINIMUM EXPLORATORY PROGRAM
The Minimum Exploratory Program of the Block purpose of the offer is set out in this Annex, according to Table 14 below.
Deep/Ultra Deep Water
Location
Table 14 - Minimum Exploratory Program of the Exploration Phase.
Extension of the
Contract Area
Seismic
Exploratory Well
Basin /Sector/Block
Santos Basin/SS-AUP/Libra
(km²)
2D (km)
3D (km2)
(Unit)
1,547.76
--
1,547.00
2
Minimum Stratigraphic
Objective
Long Duration Test
Amount of the
Financial
Guarantee of the
First Period (R$)
Fm Itapema
(Barremian/Eoaptian)
1
610,903,087.00
Gr – Group, Fm – Formation, Mb – Member
72
For the purposes of compliance with the Minimum Exploratory Program (PEM), the following provisions
should be observed:
a) The 3D seismic surveys which are limited exclusively to the interior of the Contract Area will be
accepted, and the processing should include the migration of data in time (PSTM) and depth
(PSDM) in the pre-stacking phase.
b) The non-exclusive seismic surveys (SPEC) authorized by ANP will be accepted for the fulfillment
of PEM, provided they have been raised within the Contract Area and have met all the data
delivery requirements to the Exploration and Production Data Base (BDEP). The time to be
considered between the date of purchase of the data and the date of completion of the data
acquisition campaign should be of up to 5 (five) years at most. The contractor may replace 5
linear km of non-exclusive 2D seismic surveys per 1 km² of non-exclusive 3D seismic surveys.
c) The wells should be drilled until the minimum stratigraphic objective required in Table 14 of the
Tender Protocol, within a minimum length in meters to evaluate their potential for oil and natural
gas. ANP may approve other stratigraphic objectives with prospectuses identified through a
technical justification.
73
ANEXO XII - BID GUARANTEEY MODEL
PART 1 - MODEL OF LETTER OF CREDIT FOR BID GUARANTEE
IRREVOCABLE LETTER OF CREDIT
ISSUED BY [insert bank name]
Bidding company:
Validity:
Starting date:
Termination date:
Number:
Nominal Amount: [R$]
National Agency of Petroleum, Natural Gas and Biofuels - ANP
Superintendência de Promoção de Licitações
Dear Sirs:
1. [Insert the name of the Bank], incorporated in accordance with the laws of the Federative
Republic of Brazil , the Issuer, hereby issues in favor of ANP, organization part of Federal
Indirect Administration of the Government of the Federative Republic of Brazil, an Irrevocable
Letter of Credit no. [insert number of the Letter of Credit], through which the Issuer allows ANP
to draw at once, the amount of up to R$, by presenting a Payment Order and a Proof of
Drawing, defined below, in the facilities of the Issuer mentioned in Clause 3 of this Letter of
Credit.
2. The Nominal Amount of the Letter of Credit may be drawn by ANP in the form set out in clause
3 below, between 10 am and 04 pm, Rio de Janeiro time, in any banking day after the
disclosing of the results of the bids presentation and before the maturity of this Letter of Credit.
"Banking day" means any day except Saturday, Sunday or another day on which the
commercial banks of Rio de Janeiro are authorized or required by law, standard or regulatory
decree, to close.
3. A draw may only be made on the basis of this document with the presentation by ANP to the
Issuer of a draw in cash as per the attached document as Document 1 ("Payment Order"),
together with a proof presented by ANP, depending on the model here attached as Document 2
74
("Proof of Drawing"). The submission of the Payment Order and the Proof of Drawing should be
made in the facilities of the Issuer, in Rio de Janeiro, located [insert the address of the issuer],
or at any other address in Rio de Janeiro designated by the Issuer to ANP through notification
made under the provisions of Clause 8 of this Letter of Credit.
4. After receiving from ANP the Payment Order and the Proof of Drawing in its facilities,
designated in accordance with the provisions of Clause 3 of this Letter of Credit, the Issuer will
pay the of Nominal Amount according to the procedure established in the Proof of Drawing. The
issuer must make the payment until the day banking immediately subsequent to the
presentation of the request.
5. This Letter of Credit will expire on the date the first of the following events take place: (i)
presentation of resignation to the Issuer in the model here attached as Document 3 ("Proof of
Resignation"), (ii) irrevocable payment made by the Issuer to ANP in the form set out in Clause
4 of this Letter of Credit, in the Nominal Amount, through drawing performed under the terms
set forth herein, or (iii) in maturity as established in Section 4.3.4 of the Tender Protocol of the
First Production Sharing Tender. Despite the above provisions, any drawing made according to
the rules set herein, prior to the expiration of this Letter of Credit, will be fulfilled by the issuer. If
the facilities of the Issuer designated in Clause 3 of this Letter of Credit is closed on the date
mentioned in (iii) of this clause 5, the due date of this Letter of Credit will be extended to the
subsequent banking day, on which the said establishment is open.
6. Only ANP may draw this Letter of Credit, as well as exercise any other rights set forth herein.
7. All notifications, requirements, instructions, withdrawals or other information to be provided in
this Letter of Credit must be written in English and delivered by a courier staff or by courier, mail
or fax, and sent to the address below:
For the Issuer:
[insert the name of the Issuer]
For ANP:
First Production Sharing Tender
Superintendência de Promoção de Licitações – SPL
Avenida Rio Branco 65, 18º andar.
20090-004
Rio de Janeiro – RJ Brasil
Fax: (21) 2112-8539
75
8. The addresses and fax numbers to forward information relating to this Letter of Credit may be
amended by the issuer or ANP upon notification to the other party at least 15 banking days prior
to the date of change.
9. This Letter of Credit sets out, in full, the obligation of the Issuer, and this requirement will not in
any way be amended or added on the basis of any document, instrument or agreement
mentioned here, except the Payment Order, the Proof of Drawing and any Proof of Resignation.
10. This Letter of Credit, under the terms and conditions presented here and in the order it is
intended, is a valid, legal and executable document in the city where it is to be charged, and the
issuer may not oppose to ANP claim of any nature that prevents its full and complete execution.
Yours Truly,
[insert the name of the Bank]
___________________________
Name:
Job Title:
76
Document 1
Model of Payment Order
Letter of Credit no. [insert number of Letter of Credit]
Rio de Janeiro – RJ
Date of Drawing:
In Cash
Pay to the order of the National Agency of Petroleum, Natural Gas and Biofuel - ANP, the nominal
amount of R$ [insert the Nominal Amount]. Draw of the Letter of Credit no. [insert number of Letter
of Credit] issued by [insert the name of the issuer].
National Agency of Petroleum, Natural Gas and Biofuel - ANP
___________________________
Name:
Job Title:
To [insert name of the Issuer]
77
Document 2
Model of Proof of Drawing
This document refers to the Letter of Credit, no [insert number of Letter of Credit] from [insert date,
in day/month/year format], issued by [insert the name of the Issuer] on behalf of the National
Agency of Petroleum, Natural Gas and Biofuel - ANP. The words written in capital letters and not
defined here have their respective meanings established or understood, by reference, in the Letter
of Credit or in the Tender Protocol of the First Production Sharing Tender.
The undersigned, being duly authorized to sign this proof on behalf of ANP, certifies that, due to the
First Production Sharing Tender, [insert name of the company] was qualified to sign a First
Production Sharing Contract of the Area called [insert code/name of the block/field purpose of the
Concession Contract] with ANP, and that:
1. One of the Classified tenderers (or some Affiliate of the said Classified tenderer) did not sign
the Production Sharing Contract (and provide the necessary guarantees) on [insert day] of
[insert month] of [insert the year]; or
2. Some of the Financial Guarantees needed to safeguard the Minimum Exploratory Program
were not delivered to ANP up to the signing of the Production Sharing Contract; or
3. The Signature Bonus was not paid up to the signing of the Production Sharing Contract, as
determined therein; or
4. The classified tenderer did not present, according to the model and conditions set forth in the
Tender Protocol of the First Production Sharing Tender, performance guarantee for its
Subsidiary that would be the signatory of the contract.
The payment of the Nominal Amount contained in the Letter of Credit must be made by the Issuer
to the following account:
ANP will provide the procedures for payment.
__________________________
__________________________
This document was signed by the undersigned on [insert date, in day/month/year format]
___________________________
Name:
Job Title:
78
Document 3
Model of Proof of Resignation
This refers to the Irrevocable Letter of Credit no [insert number of Letter of Credit] from
[insert date, in day/month/year format], issued by [insert the name of the Issuer] on behalf of
ANP.
The words written in capital letters and not defined here have their respective meanings
established or understood, by reference, in the Letter of Credit.
The undersigned, being duly authorized to sign this proof on behalf of ANP, hereby certifies
that, having been one of the events that allow the dismissal of the Letter of Credit, the date of
dismissal shall be the issuing date of this Proof.
This proof was signed by the undersigned on [insert the day] [insert the month] of [insert the
year].
___________________________
Name:
Job Title:
79
ANEXO XIII - BID GUARANTEEY MODEL
PART 2 - MODEL OF GUARANTEE INSURANCE FOR BID GUARANTEE
POLICY NO. [insert the number of the policy]
The [insert the name of the insurance company], [insert the Corporate Taxpayer Registry],
with headquarters at [insert address of the insurance company] through this Insurance
Guarantee POLICY, ensures the POLICYHOLDER, THE NATIONAL AGENCY OF
PETROLEUM, NATURAL GAS AND BIOFUEL - ANP, CNPJ 02.313.673/0002-08, with its
head office in Avenida Rio Branco 65, 12º andar, Rio de Janeiro - RJ, the obligations of the
POLICYHOLDER, [insert the name of the company], [insert the Corporate Taxpayer
Registry], with headquarters at [insert the address of the insurance company],up to the
amount of R$ [insert the amount in written], in the modality and object described below.
DESCRIPTION OF THE GUARANTEE
(Modality, amount and period provided for in the Production Sharing Contract)
Modality1
Insured Amount
Tenderer
R$ [insert the Nominal Amount]
Validity
Beginning
End
PURPOSE OF THE GUARANTEE
Guarantee of compensation, at the amount set on the Policy, considering the reductions in
the guaranteed amount, due to non-fulfillment of the POLICYHOLDER in relation to the
signing of the Production Sharing Contract for the acquired areas relating to the TENDER
PROTOCOL FOR THE PRODUCTION SHARING CONTRACTS FOR ACTIVITIES OF
EXPLORATION AND PRODUCTION OF OIL AND NATURAL GAS of the First Production
Sharing Tender.
The amount guaranteed by this policy is R$ [insert the Nominal Amount] (insert the amount
in written).
The premium of this policy is R$ [insert the Nominal Amount] (insert the amount in written).
The following annexes are integral and inseparable part of the policy, which are ratified
herein:
- Guarantee conditions;
- DOCUMENT I of the Policy - Defaults Release Template and Request of Compensation;
- DOCUMENT II of the Policy - Model of Proof of Completion;
- DOCUMENT III of the Policy - Complement the Special Conditions.
1
Do not change this field. The modality "Bidder" should be chosen on the basis of the classification criteria of the
guarantee insurances defined by SUSEP.
80
Venue and Date:
81
GUARANTEE CONDITIONS
GENERAL CONDITIONS
This model of Insurance Guarantee will be subject to amendments by ANP due to specific
standards that are expected to be issued by SUSEP.
1. Purpose
This insurance ensures the faithful compliance with the obligations assumed by the insuree
in the main Contract, signed by the policyholder according to the terms of the policy.
2. Definitions
I. Guarantee-Insurance: insurance that guarantees the faithful compliance with the
obligations assumed by the insuree in the main contract according to the terms of the policy.
II. Main Contract: the contract document, its amendments and Annexes, which specify the
obligations and rights of the policyholder and the insuree.
III. Proposal: formal document of application for the issuance of an insurance policy, signed
in accordance with the legislation in force.
IV. Policy: document, signed by the insurance company, which formally represents the
guarantee-insurance.
V. Endorsement: formal document, signed by the insurance company, which introduces
changes in the guarantee-insurance policy upon request and expressed consent of the
parties.
VI. General Conditions: the clauses of the policy of general application to any form of
guarantee-insurance.
VII. Special Conditions: the terms of the policy that specify the different modalities of
coverage of the insurance Contract and alter the provisions laid down in the general
conditions.
VIII. Particular Conditions: the ones which particularize the policy, describing the
policyholder, the insuree, the purpose of insurance, the guaranteed amount and other
characteristics applicable to a particular Contract of insurance.
IX. Policyholder: creditor of the obligations assumed by the insuree in the main Contract.
X. Insuree: debtor of the obligations assumed by it in the main Contract.
XI. Insurance Company: the insurance guarantor, in terms of the policy, of the fulfillment of
the obligations assumed by the insuree in the main Contract.
XII. Premium: amount owed to the insurance company by the insuree to obtain the insurance
coverage.
XIII. Damage: the default of obligations covered by the insurance.
XIV. Compensation: the payment of direct losses resulting from the default of obligations
covered by the insurance.
3. Amount of the Guarantee
3.1. The amount of the guarantee of this policy must be understood as the nominal maximum
amount guaranteed by it.
3.2 When made changes of amounts previously established in the main Contract, the
amount of the guarantee should accompany such modifications.
82
3.3. For subsequent changes made in the main Contract which may require the modification
of the contract amount, the amount of the guarantee can also be modified upon request to
the insurance company for the issuance of endorsement for recovery or refund of premium
related to the increase or decrease in the amount of the guarantee and the term to maturity.
4. Insurance Premium
4.1. The insuree is responsible for the payment of the premium to the insurance company.
4.2. It is understood and agreed that the insurance will continue in force even when the
insuree has not paid the premium on the agreed dates.
5. Validity
The duration of the coverage of the guarantee-insurance shall be equal to the time limit set
out in the main Contract, and the insuree is to pay the premium for this entire period.
6. Expectation and Characterization of the Damage
6.1. Once the default by the insuree related to the obligations covered by this policy is
proven by the policyholder, and when the extra-judicial notification made to the insuree
results useless, the policyholder shall have the right to demand the due compensation from
the insurance company.
6.2. When making the extra-judicial notification to the insuree, the policyholder should, at the
same time, communicate the insurance company the expectation of the damage by sending
a copy of the extra-judicial notification, as well as documentation clearly indicating the items
not complied with the Contract, with the response of the insuree, if any.
7. Compensation
7.1. Once the damage is noticed, the insurance company shall indemnify the policyholder, up
to the limit of the guarantee of this policy, according to one of the forms below as agreed
between the two parties:
I. performing, by means of third parties, the purpose of the main Contract in order to give
continuity and conclude, under its full responsibility; or
II. Paying the damage caused by default of the insuree.
7.2. The payment of the compensation, or the beginning of the fulfillment of the obligation,
should occur within a maximum of thirty days from the date of delivery of all related
documents by the insurance company as necessary for the realization and adjustment of the
damage.
8. Subrogation
Once the compensation is paid or the fulfillment of the defaulted obligations by the insuree is
initiated, the insurance company is to be subrogated in the rights of the policyholder against
the insuree, or against third parties whose acts or facts have caused the damage.
9. Exemption of Liability
9.1. The insurance company shall be exempt from liability in relation to this policy in the
occurrence of one or more of the following assumptions:
I. Unforeseeable circumstances or in cases of force majeure, in accordance with the
Brazilian Civil Code.
83
II. Non-compliance with the obligations of the insuree arising from acts or facts under the
liability of the policyholder.
III. Amendment of the contractual obligations guaranteed by this policy, which have been
agreed between policyholder and insuree, without the prior consent of the insurance
company.
IV. Intentional illegal acts committed by the policyholder or his legal representative.
9.2. All and every punitive fines, except as otherwise provided in the special conditions, will
be specifically excluded from the liability of the insurance company.
10. Competition of Guarantees
In the case of there being two or more guarantees, each of them covering the purpose of this
insurance, the insurance company shall respond proportionally with the other participants.
11. Expiration of the Guarantee
The guarantee given by this insurance shall expire:
I. when the purpose of the main Contract guaranteed by the policy is finally performed by
agreement or statement signed by the policyholder or return of the policy;
II. When policyholder and insurance company so agree;
III. with the payment of the compensation;
IV. When the end of validity provided for in the policy, unless stated otherwise in the special
conditions or when extended by means of endorsement, in the case of a change in the term
of the main Contract.
12. Controversies
12.1. The disputes that arise from the application of these conditions may be resolved:
I. by arbitration; or
II. A measure of judicial nature.
12.2. In the case of arbitration, the commitment clause shall appear on the policy.
13. Expiration
The expiration deadlines are those determined by the law.
14. Forum
The legal matters between insurance company and policyholder will be processed in the
forum of its domicile.
SPECIAL CONDITIONS
1. Specific Clause for Biddings and Contracts of Indirect Implementation of Constructions,
Services and Purchases of the Public Administration, as well as for Concessions and
Permissions of Public Service.
1.1 It is understood that this insurance guarantees the faithful fulfillment of the obligations
assumed by a company participant of biddings and Contracts of Indirect Implementation of
Constructions, Services and Purchases of the Public Administration, as well as in
84
concessions and permissions of public service, up to the amount of the guarantee set in the
policy.
1.2 It is to be applied to this insurance the definitions contained in art. 6 of Law no. 8,666 of
June 21, 1993, and the 2nd article of Law No 8,987 of February 13, 1995.
1.3 It is also defined, for the purpose of this insurance:
I. Policyholder: Agência Nacional do Petróleo, Gás Natural e Biocombustíveis
II. Insuree: the bidding, contracted, utility or permissionary company.
1.4 The guarantee of this policy is to be in force:
By the period set forth in the policy, expected to end as in Table 1, purpose of this policy;
Ratification
Fully ratify the provisions of the general conditions that have not been altered by these
special conditions.
SPECIAL CONDITIONS
This policy does not ensure risks originating from other modalities of the GuaranteeInsurance, does not ensure the payment of any fines or financial charges, contractually
established by Contract or amendments, and yet, does not guarantee the obligations
regarding the payment of taxes, labor obligations of any kind, social security, severance
payments to third parties, as well as risks not covered by other branches of insurance.
It is also declared it does not cover damage and/or losses directly or indirectly caused by
terrorist act regardless of its purpose, which has been duly recognized as offensive to public
order by the competent authorities.
This insurance policy has the reinsurance cover by [insert the name of reinsurance
company], granted through the process no [insert the number of the process] .
85
DOCUMENT I - Defaults Release Template and Request of Compensation
Policy no. [insert the number of the policy]
Rio de Janeiro -RJ
(insert date of the payment order) ()
In Cash
The undersigned, duly authorized to sign this Receipt on behalf of ANP, certifies here that (i)
the successful vendor of the Tender [insert the codes/names of the settled blocks/fields],
Sector [insert the name of the settled sector], in the First Production Sharing Tender, did not
sign the respective Production Sharing Contract.
We request pay the NATIONAL AGENCY OF PETROLEUM, NATURAL GAS AND
BIOFUEL the nominal amount of R$ [insert the amount] (insert the amount in written) .
DRAW AS PER POLICY no. [Insert the number of the policy] issued by [insert the name of
the insurance company].
DEPOSIT AS PER FEDERAL TAX LIABILITY PAYMENT FORM (GRU) OF THE NATIONAL
TREASURY (www.stn.fazenda.gov.br).Management Unit (UG) no. 323031 and Management
no. 32205 - Central Office of ANP; Payment Code no. 98811-1 - Bonds and Various
Guarantees.
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL E BIOCOMBUSTÍVEIS
___________________________
Name:
Job Title:
To:
[insert the name of the insurance company]
86
DOCUMENT II - Proof of Completion
[MODELO A SER PREENCHIDO PELA ANP QUANDO DA ASSINATURA DO CONTRATO
DE PARTILHA DE PRODUÇÃO POR PARTE DA SOCIEDADE EMPRESÁRIA - NÃO
PREENCHER]
This refers to the Policy no. [insert the number of the policy] , of [insert the date of issuance in
the day/month/year format], issued by [insert the name of the insurance company]
The undersigned, duly authorized to sign this proof on behalf of ANP, hereby certifies that:
a) The company signed the Production Sharing Contract;
b) the obligations of the Contract that were guaranteed by the Policy cited above have
been terminated;
c) this proof was effectively performed on [insert date in day/month/year format].
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL E BIOCOMBUSTÍVEIS
___________________________
Name:
Job Title:
87
DOCUMENT III - Complement of the Special Conditions
This document, containing two pages, is an integral and inseparable part of the policy no
[insert the number of the policy]
THE GENERAL TERMS OF THE POLICY no [insert the number of the policy] ARE
CHANGED AND/OR INCREASED IN THE RESPECTIVE CLAUSES AND ITEMS
EXPRESSED BELOW:
3. Amount of the Guarantee
3.1 Any updates in the Insured Amount should be requested in writing by the
POLICYHOLDER to the INSUREE, which will provide with the INSURANCE COMPANY the
updates through Security Strengthening Endorsement, with the respective payment of
premium.
3.2. The updates referred to in paragraph 3.2 and 3.3 of the General Conditions may be
requested by the POLICYHOLDER when cyclical changes occur which may modify the
expected costs for the fulfillment of the obligation secured by this policy, including but not
limited to, exchange rate and inflation changes.
6. Expectation and Characterization of the Damage
6.1. Once the default by the INSUREE related to the obligations covered by this policy is
proven by the POLICYHOLDER, the POLICYHOLDER shall have the right to demand the
due compensation from the INSURANCE COMPANY.
6.2. As he realizes the defaults of the INSUREE, the POLICYHOLDER must notify the
INSURANCE COMPANY by sending a notice as per the model of DOCUMENT I of the policy
- Notice of Default and Request for Compensation, as well as copy of the administrative
process including decision that determines the fulfillment of the guarantee.
7. Compensation
7.1. Once the damage is noticed, the INSURANCE COMPANY is to indemnify the
POLICYHOLDER, pay the amount described herein taking into account the reductions
provided for in section 3.2, once the damage resulting from the default of the INSUREE, for
the purposes of this insurance, is the amount guaranteed by this policy.
7.2. The payment of the compensation shall occur within thirty days from the date of delivery
of the documents mentioned in paragraph 6.2.
8. Subrogation
8.1. For the compensation, the INSURANCE COMPANY is to be subrogated to the rights of
the POLICYHOLDER against the INSUREE, or against third parties with respect to acts or
facts that have caused the damage.
88
8.2. Pursuant to the provisions of articles 347, I, 348 and 349 of the Civil Code, the
subrogation is governed by the rules of credit assignment, thus, under Article 290 of the Civil
Code, the INSUREE and his guarantors reported herein, declaring themselves aware of the
subrogation (Cession) performed by the POLICYHOLDER (ANP) to the INSURANCE
COMPANAU (insert the name of the insurance company).
9. Exemption of Liability
Item II of Clause 9 - Disclaimer of Liability - is changed by the following:
II. Breach of the obligations of the insuree arising from unlawful acts of the policyholder;
10. Forum
The litigation between the insurance company and the policyholder will take place in the city
of Rio de Janeiro.
11. Notifications
All notifications, requirements, instructions, withdrawals or other information to be provided
on this Guarantee-Insurance must be written in Portuguese and delivered by a courier staff
or by courier, mail or fax, and sent to the following addresses:
i)
ii)
For the INSURANCE COMPANY:
For the POLICY HOLDER:
First Production Sharing Tender
Superintendência de Promoção de Licitações – SPL
Avenida Rio Branco 65, 18º andar.
20090-004
Rio de Janeiro – RJ Brasil
Fax (21) 2112-8539
The addresses and fax numbers for notices regarding this Guarantee-Insurance may be
changed by the issuer or ANP upon notification to the other party at least fifteen (15) banking
days before the change.
12. Ratification
Fully ratify the provisions of the general conditions that have not been altered by these
special conditions.
89
___________________________
90
- MODEL OF LETTER OF CREDIT FOR COMPLETION OF THE MINIMUM
EXPLORATÓRIO PROGRAM
IRREVOCABLE LETTER OF CREDIT
[insert the name of the bank] .
Date:
NO:
Initial Nominal Amount R$ [insert the Nominal Amount]
Agência Nacional do Petróleo, Gás Natural e Biocombustíveis
Avenida Rio Branco 65, 19º andar
20090-004 Rio de Janeiro
Brasil
Dear Sirs:
1. , [insert the name of the bank] incorporated in accordance with the laws of [insert the
name of the country, according to the example: Federative Republic of Brazil] , the "Issuer",
herein issues on behalf of the National Agency of Petroleum, Natural Gas and Biofuel - ANP,
organization part of the Federal Indirect Administration of the Government of the Federative
Republic of Brazil, an Irrevocable Letter of Credit No. [Insert number of Letter of Credit],
through which the issuer allows ANP to draw, in a single draw, the nominal amount of
R$2[insert the Nominal Amount] by means of the presentation of a Payment Order and a
Proof of Draw (defined below) in the facilities of the Issuer mentioned in Clause 5 of this
Letter of Credit, during the drawing period (as defined in item 4 below).
2. This letter of credit was drawn up in accordance with the Production Sharing Contract no
[insert the number of the Production Sharing Contract], on the areas [insert the code/name of
the block/field purpose of the Production Sharing Contract],signed on [insert date in
day/month/year format], between ANP and the Contractor [insert name of the company],
incorporated according to the laws of the Federative Republic of Brazil. The terms typed in
capital letters (including the attached documents) and not defined here shall have the
respective meanings as defined in the contract.
3. The Nominal Amount of the letter of credit shall be initially R$ [insert the Nominal Amount]
7
, which may be reduced by the presentation by ANP, to the Issuer, of a Proof (Proof of
Reduction), in the form set out in Document 1, specifying a new lower Nominal Amount.
4. The Nominal Amount of the Letter of Credit may be drawn by ANP according to the
provisions of Clause 5 of this Letter of Credit, on any banking day during the drawing period
beginning at 10:00 pm and ending at 04:00 pm, Rio de Janeiro time, from [insert date of the
signing of the Concession Contract, in day/month/year format], to [insert date in
2
Insert the nominal amount of the Letter of Credit
91
day/month/year format, after 180 days of the last day of the Exploration Period] 3 (the
"Drawing Period"). "Banking day" means any day except Saturday, Sunday or another day
on which the commercial banks of Rio de Janeiro are authorized or required by law, standard
or regulatory decree, to close.
5. A draw may only be made with the presentation by ANP to the Issuer, of the Payment
Order as presented in Document 2 (Payment Order), and a Proof of Drawing, fulfilled by
ANP, as presented in Document 3 (Proof of Drawing). The submission of the Payment Order
and the Proof of Drawing should be made in the facilities of the Issuer, in Rio de Janeiro,
located [insert the address of the Issuer], or at any other address in Rio de Janeiro
designated by the Issuer to ANP through notification made under the provisions of Clause 9
of this Letter of Credit.
6. On presentation by ANP, during the Drawing Period, of the Payment Order and Proof of
Drawing in the facilities designated by the Issuer in Clause 5 of this Letter of Credit, the
Issuer must pay, in Real, the Nominal Amount according to the procedure established in the
proof of drawing, the issuer must make the payment up to the banking day immediately
subsequent to the presentation of the request
7. This Letter of Credit will expire on the date the first of the following events take place: (i)
on [insert date in day/month/year format, after the 180 days of the last day of the Exploration
Period], (ii) the reduction of the Nominal Amount of this Letter of Credit to zero, (iii) the date
on which ANP submit the Issuer a Proof fulfilled by ANP on the Document 4 (Proof of
Completion), and (iv) the irrevocable payment by the Issuer to ANP as defined in clause 6 of
this Letter of Credit of the Nominal Amount through an appropriate drawing. However, any
drawing correctly performed before this Letter of Credit expires will be fulfilled by the Issuer.
If the facilities designated by the Issuer in Clause 5 of this Letter of Credit is closed on the
date mentioned in (i) of this clause 7, the due date of this Letter of Credit and the Drawing
Period will be extended to the subsequent banking day, on which the said facilities is open.
8. Only ANP may draw this Letter of Credit, as well as exercise any other rights set forth
herein.
9. All notifications, requirements, instructions, withdrawals or other information to be provided
on this Letter of Credit must be written in Portuguese and delivered by a courier staff or by
courier, mail or fax, and sent to the following addresses:
(i) For the Issuer:
3
For each Exploration Period, insert the date on the 180 days after the last day of the Exploration Period in
question.
92
(ii) For ANP:
Superintendência de Exploração
Avenida Rio Branco 65, 19º andar
20090-004
Rio de Janeiro – RJ
Brasil
Fax (21) 21128419/ 0102
The addresses and fax numbers to forward information relating to this Letter of Credit may
be amended by the issuer or ANP upon notification to the other party at least 15 banking
days prior to the date of change.
10. This Letter of Credit sets out, in full and conditional terms, the obligation of the Issuer,
and such obligation will not in any way be amended or added on the basis of any document,
instrument or agreement mentioned here, except the Payment Order, the Proof of Drawing
and any Proof of Completion.
11. This Letter of Credit, under the terms and conditions presented here and for the purpose
it is intended to, is a valid, legal and executable document in the city where it is to be
charged, and the issuer may not oppose to ANP claim of any nature that prevents its full and
complete fulfillment.
Yours Truly,
___________________________
Name:
Job Title:
93
Document 1
PROOF OF REDUCTION
In reference to the Irrevocable Letter of Credit (Letter of Credit), No [insert the number
of the Letter of Credit], of [insert date in day/month/year format], issued by [insert name of
the Bank] on behalf of ANP. The terms typed in capital letters from this point on and not
defined inhere, have the respective meanings as defined in the Letter of Credit.
The undersigned, duly authorized to sign this Proof on behalf of ANP, hereby certifies
that:
(i)
The amount in Real, specified below (a), corresponds to the amount of the
Nominal Amount of the Letter of Credit to the work carried out by
Contractors in respect of the Minimum Exploratory Program until the date
of this Receipt; and
(ii)
The Nominal Amount of the Letter of Credit will be reduced to an amount
equal to the Remaining Nominal Amount specified below (b), effective from
the date of this Proof.
(a) Amount in Real for works in the Minimum Exploratory R$ [insert
Program
Amount]
the
Nominal
(b) Remaining Nominal Amount
the
Nominal
R$ [insert
Amount]
This Receipt was effectively signed by the undersigned on [insert date in
day/month/year format]
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL E BIOCOMBUSTÍVEIS
___________________________
Name:
Job Title:
94
Document 2
PAYMENT ORDER
Letter of Credit No.
Rio de Janeiro -RJ
Date:
In Cash
Pay the BRAZILIAN NATIONAL AGENCY OF PETROLEUM, NATURAL GAS AND
BIOFUEL the nominal amount of R$ [insert Nominal Amount] (insert the amount in written) .
Draw as per irrevocable letter of credit no. [Insert the number of the Letter of Credit]
issued by [insert the name of the bank].
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL E BIOCOMBUSTÍVEIS
___________________________
Name:
Job Title:
To:
Address:
95
Document 3
PROOF OF DRAWING
This document refers to the Irrevocable Letter of Credit (Letter of Credit) N o. [insert
number of the Letter of Credit], of [insert date in day/month/year format], issued by [insert
name of the Issuer] on behalf of the National Agency of Petroleum, Natural Gas and Biofuel
(ANP). The terms typed in capital letters and not defined inhere, will have the respective
meanings as defined in the Letter of Credit.
The undersigned, being duly authorized to sign this Receipt on behalf of ANP, hereby
certifies (i) the Production Sharing Contract ended without compliance with the Minimum
Exploratory Program or (ii) the Minimum Exploratory Program was not fulfilled by the
Contractors as of [insert a date in day/month/year format, of the last day set for the
Exploration Period].
The payment of the Nominal Amount updated in Real, on this date of the Letter of
Credit no [insert number of Letter of Credit] must be made by the issuer to the following account:
[Insert details of the account of ANP in Rio de Janeiro]
This Proof was signed by the undersigned on [insert date in day/month/year format]
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL E BIOCOMBUSTÍVEIS
___________________________
Name:
Job Title:
96
Document 4
PROOF OF COMPLETION
It refers to the Irrevocable Letter of Credit (Letter of Credit) No. [Insert number of
Letter of Credit], of [insert date in day/month/year format], issued by [insert the name of the
Issuer] on behalf of the National Agency of Petroleum, Natural Gas and Biofuel (ANP). The
terms typed in capital letters and not defined inhere, will have the respective meanings as
defined in the Letter of Credit.
The undersigned, duly authorized to sign this Proof on behalf of ANP, hereby certify
that:
(i)
The amount of the Letter of Credit on the full implementation of the
Minimum Exploratory Program was completed by the Contractor, or the
Letter of Credit was duly replaced by another guarantee document
accepted by ANP; and
(ii)
The Letter of Credit expires on the date of this Proof.
This Proof was signed by the undersigned on [insert date in day/month/year format]
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL E BIOCOMBUSTÍVEIS
___________________________
Name:
Job Title:
97
ANEXO XIV - MODEL OF GUARANTEE-INSURANCE FOR COMPLETION OF THE
MINIMUM EXPLORATÓRIO PROGRAM
POLICY NO. [insert the number of the policy]
The [insert the name of the insurance company] through this policy of Guarantee-Insurance,
ensures the POLICYHOLDER NATIONAL AGENCY OF PETROLEUM, NATURAL GAS
AND BIOFUEL - ANP, the fulfillment of the obligations of the INSUREE, [name of the utility
company], assumed through the PRODUCTION SHARING CONTRACT FOR ACTIVITIES
OF EXPLORATION AND PRODUCTION OF OIL AND NATURAL GAS no. 48610. [insert
process number]/ (the “PRODUCTION SHARING CONTRACT”), signed on [insert day] of
[insert month] of [insert year], as defined in the purpose of this Policy, concerning the Areas
[insert the codes/names of the blocks/fields purpose of the Concession Contract], signed
between ANP and [insert name of the utility company], on the TENDER PROTOCOL FOR
CONCESSION CONTRACTS GRANTED FOR ACTIVITIES OF EXPLORATION AND
PRODUCTION OF PETROLEUM AND NATURAL GAS –PRODUCTION SHARING ROUND
[insert year] /, purpose of this Policy, at the amount of R$ [insert Nominal Amount (insert
amount in written), as disposed of in the clauses and general conditions:
DESCRIPTION OF THE GUARANTEE
(Modality, amount and period provided for in the Production Sharing Contract)
Modality4
Insured Amount5
Performer
R$ [insert the Nominal Amount]
Validity
Beginning6
End7
PURPOSE OF THE GUARANTEE
Guarantee of compensation at the amount set on the policy considering the reductions in the
guaranteed amount, by non-fulfillment of the INSUREE in relation to its obligation to fully
implement, within the [insert number of the Period] Period of the Exploration Phase, the
Minimum Schedule for such Exploration Period as defined in the PRODUCTION SHARING
CONTRACT, and must therefore spend the amounts that may be necessary, taking into
account the provisions of the PRODUCTION SHARING CONTRACT no. 48610. [insert
process number/[insert year].
The amount guaranteed by this policy is R$ [insert the Nominal Amount] (insert the amount
in written).
The premium of this policy is R$ [insert the Nominal Amount] (insert the amount in written).
The following ANNEXES, that we now ratify, are an integral and inseparable part of the
Policy:
4
Do not change this field. The modality "Performer" should be chosen on the basis of the classification criteria of
the guarantee insurances defined by SUSEP.
5 Insert the nominal amount of the Policy
6
Insert the date on the day preceding the date of signing of the Production Sharing Contract
7 For each Exploration Period, insert the date on the 180 days after the last day of the Exploration Period in
question as per item 1.4 of the Special Conditions, infra.
98






General Conditions in line with the Circular SUSEP no. 232 of June 03, 2003, no. 239
of 22 December 2003, no. 251, April 15, 2004, no. 255 of June 04, 2004 and no. 256
of 16 June 2004;
Annex I of the Policy - Model of Proof of Reduction;
Annex II of the Policy - Release Template Defaults and Request of Compensation;
Annex I of the Policy - Model of Proof of Completion;
Annex IV of the Policy - Complement of the General Conditions;
TENDER PROTOCOL TO HIRE ACTIVITIES OF EXPLORATION AND
PRODUCTION OF OIL AND NATURAL GAS - 1st PRODUCTION SHARING
TENDER ROUND/2013;
- Production Sharing Contract for Oil and Natural Gas Exploration and Production no. 48610.
[insert process number]
The guarantee conditions listed on the back are an integral part of this policy.
[insert the printing place], of [insert the month of issuance] of [insert the year of issuance].
99
GENERAL CONDITIONS
This model of Insurance Guarantee will be subject to amendments by ANP due to specific
standards that are expected to be issued by SUSEP.
1. Purpose
This insurance ensures the faithful compliance with the obligations assumed by the insuree
in the main Contract, signed by the policyholder according to the terms of the policy.
2. Definitions
I. Guarantee-Insurance: insurance that guarantees the faithful compliance with the
obligations assumed by the insuree in the main contract according to the terms of the policy.
II. Main Contract: the contract document, its amendments and Annexes, which specify the
obligations and rights of the policyholder and the insuree.
III. Proposal: formal document of application for the issuance of an insurance policy, signed
in accordance with the legislation in force.
IV. Policy: document, signed by the insurance company, which formally represents the
guarantee-insurance.
V. Endorsement: formal document, signed by the insurance company, which introduces
changes in the guarantee-insurance policy upon request and expressed consent of the
parties.
VI. General Conditions: the clauses of the policy of general application to any form of
guarantee-insurance.
VII. Special Conditions: the terms of the policy that specify the different modalities of
coverage of the insurance Contract and alter the provisions laid down in the general
conditions.
VIII. Particular Conditions: the ones which particularize the policy, describing the
policyholder, the insuree, the purpose of insurance, the guaranteed amount and other
characteristics applicable to a particular Contract of insurance.
IX. Policyholder: creditor of the obligations assumed by the insuree in the main Contract.
X. Insuree: debtor of the obligations assumed by it in the main Contract.
XI. Insurance Company: the insurance guarantor, in terms of the policy, of the fulfillment of
the obligations assumed by the insuree in the main Contract.
XII. Premium: amount owed to the insurance company by the insuree to obtain the insurance
coverage.
XIII. Damage: the default of obligations covered by the insurance.
XIV. Compensation: the payment of direct losses resulting from the default of obligations
covered by the insurance.
3. Amount of the Guarantee
3.1. The amount of the guarantee of this policy must be understood as the nominal maximum
amount guaranteed by it.
3.2 When made changes of amounts previously established in the main Contract, the
amount of the guarantee should accompany such modifications.
3.3. For subsequent changes made in the main Contract which may require the modification
of the contract amount, the amount of the guarantee can also be modified upon request to
100
the insurance company for the issuance of endorsement for recovery or refund of premium
related to the increase or decrease in the amount of the guarantee and the term to maturity.
4. Insurance Premium
4.1. The insuree is responsible for the payment of the premium to the insurance company.
4.2. It is understood and agreed that the insurance will continue in force even when the
insuree has not paid the premium on the agreed dates.
5. Validity
The duration of the coverage of the guarantee-insurance shall be equal to the time limit set
out in the main Contract, and the insuree is to pay the premium for this entire period.
6. Expectation and Characterization of the Damage
6.1. Once the default by the insuree related to the obligations covered by this policy is
proven by the policyholder, and when the extra-judicial notification made to the insuree
results useless, the policyholder shall have the right to demand the due compensation from
the insurance company.
6.2. When making the extra-judicial notification to the insuree, the policyholder should, at the
same time, communicate the insurance company the expectation of the damage by sending
a copy of the extra-judicial notification, as well as documentation clearly indicating the items
not complied with the Contract, with the response of the insuree, if any.
7. Compensation
7.1. Once the damage is noticed, the insurance company shall indemnify the policyholder, up
to the limit of the guarantee of this policy, according to one of the forms below as agreed
between the two parties:
I. performing, by means of third parties, the purpose of the main Contract in order to give
continuity and conclude, under its full responsibility; or
II. Paying the damage caused by default of the insuree.
7.2. The payment of the compensation, or the beginning of the fulfillment of the obligation,
should occur within a maximum of thirty days from the date of delivery of all related
documents by the insurance company as necessary for the realization and adjustment of the
damage.
8. Subrogation
Once the compensation is paid or the fulfillment of the defaulted obligations by the insuree is
initiated, the insurance company is to be subrogated in the rights of the policyholder against
the insuree, or against third parties whose acts or facts have caused the damage.
9. Exemption of Liability
9.1. The insurance company shall be exempt from liability in relation to this policy in the
occurrence of one or more of the following assumptions:
I. Unforeseeable circumstances or in cases of force majeure, in accordance with the
Brazilian Civil Code.
II. Non-compliance with the obligations of the insuree arising from acts or facts under the
liability of the policyholder.
101
III. Amendment of the contractual obligations guaranteed by this policy, which have been
agreed between policyholder and insuree, without the prior consent of the insurance
company.
IV. Intentional illegal acts committed by the policyholder or his legal representative.
9.2. All and every punitive fines, except as otherwise provided in the special conditions, will
be specifically excluded from the liability of the insurance company.
10. Competition of Guarantees
In the case of there being two or more guarantees, each of them covering the purpose of this
insurance, the insurance company shall respond proportionally with the other participants.
11. Expiration of the Guarantee
The guarantee given by this insurance shall expire:
I. when the purpose of the main Contract guaranteed by the policy is finally performed by
agreement or statement signed by the policyholder or return of the policy;
II. When policyholder and insurance company so agree;
III. with the payment of the compensation;
IV. When the end of validity provided for in the policy, unless stated otherwise in the special
conditions or when extended by means of endorsement, in the case of a change in the term
of the main Contract.
12. Controversies
12.1. The disputes that arise from the application of these conditions may be resolved:
I. by arbitration; or
II. A measure of judicial nature.
12.2. In the case of arbitration, the commitment clause shall appear on the policy.
13. Expiration
The expiration deadlines are those determined by the law.
14. Forum
The legal matters between insurance company and policyholder will be processed in the
forum of its domicile.
SPECIAL CONDITIONS
1. Specific Clause for Biddings and Contracts of Indirect Implementation of Constructions,
Services and Purchases of the Public Administration, as well as for Concessions and
Permissions of Public Service.
1.1 It is understood that this insurance guarantees the faithful fulfillment of the obligations
assumed by a company participant of biddings and Contracts of Indirect Implementation of
Constructions, Services and Purchases of the Public Administration, as well as in
concessions and permissions of public service, up to the amount of the guarantee set in the
policy.
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1.2 It is to be applied to this insurance the definitions contained in art. 6 of Law no. 8,666 of
June 21, 1993, and the 2nd article of Law No 8,987 of February 13, 1995.
1.3 It is also defined, for the purpose of this insurance:
I. Policyholder: National Agency of Petroleum, Natural Gas and Biofuels;
II. Insuree: the bidding, contracted, utility or permissionary company.
1.4 The guarantee of this policy is to be in force:
By the period set forth in the policy, expected to end 180 days after the end of the
Exploration Period purpose of this policy;
1.5 The renewals are not presumed: will be formalized by the issuance of new policies
preceded by written notification from the insurance company to the policyholder up to ninety
days before the date of expiration of the policy in force, stating his explicit interest in keeping
the guarantee.
1.6 In addition to the assumptions set out in clause 11 of the general conditions of the policy,
the guarantee given by this insurance will also be extinguished with the full implementation of
the MINIMUM EXPLORATORY PROGRAM defined in PRODUCTION SHARING
CONTRACT mentioned in the policy.
2. In addition to Clause 6 - Expectation and Characterization of Damage, it is understood and
agreed that, when the Policyholder realizes the default of the Contractor in relation to the
contractual obligations of the Production Sharing, the Policyholder should incontinent
communicate this fact to the Insurance Company, as per the model set out in ANNEX II of
the policy - Notice of Default and Request for Compensation - so it may take the necessary
measures for the respective compensation to the Policyholder.
Ratification
Fully ratify the provisions of the general conditions that have not been altered by these
special conditions.
103
SPECIAL CONDITIONS
This policy does not ensure risks originating from other modalities of the GuaranteeInsurance, does not ensure the payment of any fines or financial charges, contractually
established by Contract or amendments, and yet, does not guarantee the obligations
regarding the payment of taxes, labor obligations of any kind, social security, severance
payments to third parties, as well as risks not covered by other branches of insurance.
It is also declared it does not cover damage and/or losses directly or indirectly caused by
terrorist act regardless of its purpose, which has been duly recognized as offensive to public
order by the competent authorities.
This insurance policy has the reinsurance cover by [insert the name of reinsurance
company], granted through the Process no [insert the number of the process] .
104
Annex I - Proof of Reduction
[MODELO A SER PREENCHIDO PELA ANP EM CASO DE REDUÇÃO - NÃO
PREENCHER]
In reference to the Guarantee-Insurance of the Performer (Guarantee-Insurance), in [insert
name of city], on [insert date in day/month/year format], issued by [insert the name of the
Issuer]
The undersigned, duly authorized to sign this Proof on behalf of ANP, hereby certify that:
(i) The amount in Real specified below (a) corresponds to the amount of the Nominal Amount
of the Guarantees to the work carried out by Contractors in respect of the Minimum
Exploratory Program until the date of this Receipt; and
(ii) The Nominal Amount of the Policy will be reduced to an amount equal to the Remaining
Nominal Amount specified below (b) effective from the date of this Proof on.
Amount in Real for works in the Minimum Exploratory Program R$ [insert Nominal Amount]
(b) Remaining Nominal Amount R$ [insert Nominal Amount]
This Receipt was effectively signed by the undersigned on [insert date in day/month/year
format].
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL E BIOCOMBUSTÍVEIS
___________________________
Name:
Job Title:
105
Annex II - Defaults Release Template and Request of Compensation
Policy no. [insert the number of the policy]
Rio de Janeiro -RJ
(insert date of payment order in day/month/year format)
In Cash
The undersigned, being duly authorized to sign this Receipt on behalf of ANP, hereby certify
that (i) the Hiring ended without compliance with the Minimum Exploratory Program or (ii) the
Minimum Exploratory Program was not fulfilled by the Contractors as of [insert a date in
day/month/year format, of the last day set for the Exploration Period].
We request pay the NATIONAL AGENCY OF PETROLEUM, NATURAL GAS AND
BIOFUEL the nominal amount of R$ [insert the amount] (insert the amount in written).
Draw as per POLICY no. [Insert the number of the Policy] issued by [insert the name of the
insurance company].
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL E BIOCOMBUSTÍVEIS
___________________________
Name:
Job Title:
To:
106
Annex I - Proof of Completion
[MODELO A SER PREENCHIDO PELA ANP QUANDO DA ASSINATURA DO CONTRATO
DE PARTILHA DE PRODUÇÃO POR PARTE DA SOCIEDADE EMPRESÁRIA - NÃO
PREENCHER]
This refers to the Policy no [insert the number of the policy] , of [insert the date of issuance in
the day/month/year format], issued by [insert the name of the insurance company]
The undersigned, duly authorized to sign this Proof on behalf of ANP, hereby certify that:
The Minimum Exploratory Program was fully completed by the Contractors; and
The obligations of the Contract that were guaranteed by the Policy cited above have been
terminated.
This Proof was signed by the undersigned on [insert date in day/month/year format]
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL E BIOCOMBUSTÍVEIS
___________________________
Name:
Job Title:
107
Annex IV - Complement of the General Conditions
This document, containing two pages, is an integral and inseparable part of the policy no
[insert the number of the policy]
THE GENERAL TERMS OF THE POLICY no [insert the number of the policy] ARE
CHANGED AND/OR INCREASED IN THE RESPECTIVE CLAUSES AND ITEMS
EXPRESSED BELOW:
3. Amount of the Guarantee
3.4 The amount of this policy may be reduced as provided for in the Fifteenth Clause of the
Production Sharing Contract through the issuance of a Reduction Endorsement for the
Insured Amount, issued by the Insurance Company after submission of Proof of Reduction
as per model of ANNEX I - Proof of Reduction, signed by the Policyholder.
3.5 Any updates in the Insured Amount should be requested in writing by the
POLICYHOLDER to the INSUREE, which will provide with the INSURANCE COMPANY the
updates through Security Strengthening Endorsement, with the respective charge of
premium.
3.6. The updates referred to in paragraph 3.5 may be requested by the INSUREE when
changes are cyclical, including but not limited to exchange rate and inflationary fluctuations
that would change the expected costs for compliance with the Exploratory Program
guaranteed by this policy.
6. Expectation and Characterization of the Damage
6.1. Once the default by the INSUREE related to the obligations covered by this policy is
proven by the POLICYHOLDER, the POLICYHOLDER shall have the right to demand the
due compensation from the INSURANCE COMPANY.
6.2. As he realizes the defaults of the INSUREE, the POLICYHOLDER must notify the
INSURANCE COMPANY by sending a notice as per the model of ANNEX II of the policy Notice of Default and Request for Compensation, as well as copy of the administrative
process including decision that determines the fulfillment of the guarantee.
7. Compensation
7.1. Once the damage is noticed, the INSURANCE COMPANY is to indemnify the
POLICYHOLDER, pay the amount described in this policy into account the reductions
provided for in section 3.4, once the damage resulting from the default of the INSUREE, for
the purposes of this insurance, is the amount guaranteed by this policy.
7.2. The payment of the compensation shall occur within thirty days from the date of delivery
of the documents mentioned in paragraph 6.2.
8. Subrogation
For the compensation, the INSURANCE COMPANY is to be subrogated to the rights of the
POLICYHOLDER against the INSUREE, or against third parties with respect to acts or facts
that have caused the damage.
Pursuant to the provisions of articles 347, I, 348 and 349 of the Civil Code, the subrogation is
governed by the rules of credit assignment, thus, under Article 290 of the Civil Code, the
INSUREE and his guarantors reported herein, declaring themselves aware of the
108
subrogation (Cession) performed by the POLICYHOLDER (ANP) to the INSURANCE
COMPANAU (insert the name of the insurance company).
9. Exemption of Liability
Section II of Clause 9. Liability Exemption is hereby amended by the following:
II. Breach of the obligations of the insuree arising from unlawful acts of the policyholder;
10. Forum
The judicial matters between the insurance company and the policyholder will take place in
the city of Rio de Janeiro.
11. Notifications
All notifications, requirements, instructions, withdrawals or other information to be provided
on this Guarantee-Insurance must be written in Portuguese and delivered by a courier staff
or by courier, mail or fax, and sent to the following addresses:
i) For the INSURANCE COMPANY:
ii) For the POLICY HOLDER:
Agência Nacional do Petróleo, Gás Natural e Biocombustíveis
Superintendência de Exploração
Avenida Rio Branco 65, 19º andar
20090-004
Rio de Janeiro – RJ
The addresses and fax numbers for notices regarding this Guarantee-Insurance policy may
be changed by the issuer or ANP upon notification to the other party at least fifteen (15)
banking days before the change.
12. Ratification
Fully ratify the provisions of the general conditions that have not been altered by these
special conditions.
______________________________________________
(insert date of the payment order)
ANEXO XV - PERFORMANCE GUARANTEE MODEL
This Guarantee of Performance refers to the Production Sharing Contract no. [insert the number of the
Production Sharing Contract], Area [insert the name/initials of block], signed between the National
Agency of Petroleum, Natural Gas and Biofuel -ANP and [insert the name of the utility company]
109
("Guaranteed"), [insert the type of company regulated in art. 1,039 to 1,092 of the Civil Code]
incorporated in accordance with the Brazilian laws.
With reference to the obligations arising from the Contract, or related to it, assumed by the
Guaranteed, or that may be imposed to it, [insert the name of the society businesswoman guarantor]
("Guarantor"), a [insert the type of company regulated in art. 1,039 to 1,092 of the Civil Code]
incorporated in accordance with the laws of [insert country of the Guarantor], an Affiliate of the
Guaranteed, fully agrees with the provisions numbered below:
1. The terms written in capital letters and not defined here shall have their meanings established
in the Contract.
2. The Guarantor declares to ANP that: (i) it is incorporated in accordance with the laws of its
jurisdiction; (ii) it has all the shareholding powers and legal representation to sign, submit and
fulfill this Guarantee; (iii) this Guarantee represents the legal obligations validly assumed by
the Guarantor and performed against it in accordance with its terms; (iv) governmental
approvals for the fulfillment, presentation and compliance of this Guarantee are not necessary,
except those that have already been obtained and are now in force; and (v) the fulfillment,
presentation and compliance with this Guarantee by the Guarantor does not breach any
device of existing law or regulation to which it is subject, as well as any provision of corporate
documents of the Guarantor or of any agreements or contracts it is part of.
3. The Guarantor herein ensures ANP, in unconditional nature, as main debtor, the due and
timely compliance of all guaranteed obligations because of the Contract or any related to it.
4. If the Guaranteed does not fulfill, in any aspect, its obligations in the Contract or breach,
somehow, the provisions contained in it, the Guarantor commits itself, upon official notification,
in writing, to achieve any measure necessary for the faithful compliance with the obligations
assumed in the above mentioned contractual document, assuming the responsibility for any
losses, damages, claims, costs and expenses resulting from the failure in the operations
carried out by the Guaranteed or by the breach of the Contract by it. Any initiatives of ANP for
direct accountability of the Guaranteed, at any time, do not invalidate the obligations of the
Guarantor under this Guarantee.
5. This Guarantee is unconditional and will have the force and effect until all obligations of the
Guaranteed in the contract, or in connection with it, are totally and irrevocably met and extinct,
notwithstanding (a) any amendment or termination of the Contract, (b) any term extension,
another tolerance or concession made by ANP, or (c) any delay or failure by ANP in obtaining
available solutions against the Guaranteed company.
6. It will be allowed to replace this Performance Guarantee in the case of transfer of the total
participation undivided in rights and obligations relating to the hiring, provided the assignee
company expressly assumes responsibility for all previous and subsequent rights to its
inclusion in the Contract.
7. ANP will not be obligated to use any other guarantee or initiate any action against, or with
respect to the Guarantee, before performing its rights under this Guarantee directly against
the Guarantor. The Guarantor, moreover, will not be permitted to claim ANP could have
prevented or tolerated in any way, or by any action, the damage resulting from the nonfulfillment of the contract by the Guaranteed, or that the Agency could use any other existing
guarantee at any time in its favor, before acting against the Guarantor in connection with its
obligations, depending on this Guarantee. The obligations of the Guarantor under this
Guarantee shall be independent and undivided and it will not be entitled to compensation or
opposition with respect to any claims it might have against ANP or any other person.
8. All the obligations of the Guarantor laid down here will oblige the Guarantor and its
successors. The Guarantor shall not assign or delegate its duties and obligations without the
110
9.
10.
11.
12.
13.
14.
prior consent, in writing, of ANP, and any purported Assignment or delegation without such
consent will be void and without any value. The Guarantor confirms this Guarantee will be
valid with respect to any assignee company that is an Affiliate of the Guaranteed, under this
Contract. If the aforementioned Assignment occurs, the assignee company shall be
considered as the Guaranteed for all purposes herein, in the extension of the assigned
obligations.
This Guarantee shall be governed by and construed in accordance with the laws of the
Federative Republic of Brazil.
Any failure, delay or tolerance of ANP in exercising any right, in whole or in part, by reason of
this instrument, will not be construed as a waiver of the said right or any other.
Any change or amendment of this guarantee shall be valid only if officially made and signed
by the Guarantor and ANP.
Any dispute concerning the interpretation of this Guarantee will be resolved in exclusive and
definitive terms through arbitration held depending on the Rules of the International Chamber
of Commerce.
The costs and expenses actually incurred by ANP due to the implementation of this
Guarantee, including and without limitation, the costs and attorney's fees will be paid by the
Guarantor, against the submission of invoices.
Any and all notices, requests, instructions, disclaimers or other communications relating to this
Guarantee, as well as any consents provided herein, will be written in English and shall be
considered valid only after the receipt and must be delivered personally or sent by courier,
mail or fax to the address below:
For the Guarantor:
For ANP:
Superintendência de Exploração
Avenida Rio Branco 65, 19º andar
20090-004
Rio de Janeiro -- RJ
Brasil
Fax (+55 21) 2112 8419
The addresses and fax numbers above any of the Parties may be amended, by means of official
notification, in writing, from one to another, with a minimum notice of 15 (fifteen) days prior to the
effective date of change.
This warranty will be presented in [insert the number of copies] (insert the quantity of copies in
written), being any one of these copies considered as original.
This Guarantee was duly signed by the Guarantor on [insert day] of [insert month] of [insert year], and
it is to go into force from the date it is approved by ANP.
(insert the name of the Guarantor)
111
___________________________
Name:
Name:
Received and Accepted.
Agência Nacional do Petróleo, Gás Natural e Biocombustíveis
___________________________
Name:
Name:
112
ANEXO XVI - SUMMARY OF THE FINANCIAL STATEMENTS
This form must be completed, mandatorily in the official currency of the Federative Republic of Brazil, with
the summarized information present in the Financial Statements of the aforementioned company
ASSETS
Floating
Non-Floating
(b= c+d+e+f)
Date:
Date:
Date:
________ ________ ________
________ ________ ________
LIABILITIES
Floating
Date:
Date:
________ ________ ________
________ ________ ________
Non________ ________ ________ Floating (b)
Long
Term
Assets (c)
Date:
Equity and
Results (c)
________ ________ ________
________ ________ ________
Investments (d)
Fixed (and)
Intangible (f)
TOTAL (g = a +
TOTAL
b)
________ ________ ________ (d=a +b+c)
STATEMENT OF THE NET INCOME FOR THE YEAR
________ ________ ________
Year:
Year:
Year:
________
________
________
GROSS INCOME
_________ _________ _________
LAIR
_________ _________ _________
NET PROFIT
_________ _________ _________
Observations / Explanatory Notes /8.
Accountant in Charge:
Name:
8
Issued by an independent auditor or accountant in charge, if applicable.
113
State Regional Accounting Council-CRC Registration:
Signature:
Date:
Administrator of the company:
Name:
Identification Card:
Signature:
Date:
Signed by:
Job Title:
Venue and Date
114
ANEXO XVII - MODEL OF ATTORNEY FOR APPOINTMENT OF THE ACCREDITED
REPRESENTATIVE TO SIGN THE PRODUCTION SHARING CONTRACT
By means of this document, [insert the name of the signatory company], a company incorporated in
accordance with the Brazilian laws with headquarters in [insert the address of the headquarters of the
signatory company, containing street, no., ZIP CODE, city and state], through its Legal Representative,
[insert the name of the Legal Representative of the company], in this act shall appoint [insert the name of the
Accredited Representative authorized by the attorney], [insert the full qualification (nationality, ethnicity,
marital status, occupation, address, phone, e-mail, etc.], its attorney in fact with the powers to represent it
before the National Agency of Petroleum, Natural Gas and Biofuel - ANP, in the First Production Sharing
Tender, with special powers to perform acts and assumption of responsibility for the signing of the
Concession Contracts identified as [insert the name of the Production Sharing Contracts], and may also
perform all other acts necessary for the faithful compliance with this mandate, being its transfer utterly
denied.
___________________________
Signed by:
Job Title:
Venue and Date
ADDITIONAL INFORMATION ON THE ACCREDITED REPRESENTATIVE
___________________________________________________
115
ANEXO XVIII - MODEL OF A PLEDGE CONTRACT OF PETROLEUM AND NATURAL
GAS AND OTHER AGREEMENTS FOR COMPLETION OF THE MINIMUM
EXPLORATORY PROGRAM
[Insert the name of the company] legally represented by its partner [insert the name of partner], enrolled in
the Corporate Taxpayer Register under no. [insert number], with address at [insert the full address] (called
PLEDGING DEBTOR or [insert the COMPANY]).
NATIONAL AGENCY OF PETROLEUM, NATURAL GAS AND BIOFUEL - ANP, special authority under the
Ministry of Mines and Energy, created by Law no. 9,478, of August 6, 1997, with headquarters in SGAN
Quadra 603, Módulo I, 3º andar, Brasília, Distrito Federal (ANP), duly represented by its General Director,
Mr. [insert the name of the General Director of ANP] , as per art 11, II, of its Internal Rules, approved by ANP
Ordinance no. 160, of August 02, 2004, and the scope of competence provided by art 11, IV, of the same
Internal Rules. (Called PLEDGING DEBTOR or ANP).
Whereas:
a) in accordance with articles 36 and 42 of Law no. 9,478/97, the [insert the name of the company]
participated in a tender for the granting of Production Sharing Contracts, having been approved as
successful vendor, as published in the Official Gazette of [insert date in day/month/year format],
section [insert number], page [insert the number of the page], of the Area called Libra [insert the
code/name of the area];
b) In the form of article 26, caput, of Law no. 9,478 /97, the [insert the name of the company] holds the
ownership of the Oil and Natural Gas extracted from the fields listed in Annex I;
c) The [insert the name of the company] has acquired Contractor rights from the First Production
Sharing Tender and that the Minimum Exploratory Program regarding the respective Production
Sharing Areas should be the purpose of the guarantee, as per item 6.1 of the Tender Protocol of the
First Production Sharing Tender, whose sum to the commitments relating to the Minimum
Exploratory Program is R$ [insert the amount numbers] ([insert the amount in written] ), which will be
guaranteed [insert "in part" or "completely", as the case may be] by means of this document, in the
amount of R$ [Insert the amount in numbers] [insert the amount in written]).
The PARTIES agree to enter into this Pledge Contract of Oil, which is governed by the terms and conditions
below:
FIRST CLAUSE - PURPOSE
1.1 The purpose of this Contract is the pledge of the Petroleum and Natural Gas extracted from the Fields
listed in Annex I, already in Production Phase, as a way to ensure the Minimum Exploratory
Program defined in the Production Sharing Contract listed in Annex II of this Pledge Contract of
Oil and/or Natural Gas, purchased from the First Production Sharing Tender of ANP, which took
place on [insert date in day/month/year format].
SECOND CLAUSE - FORMALIZATION OF PLEDGE
2.1 The [insert the name of the company], in this act, grants in first and exclusive pledge to ANP, in
accordance with the articles 1,431 to 1,435 and 1,447 to 1,450 of Law no. 10,406, of January
116
10, 2002 (Brazilian Civil Code), to ensure [insert "partially" or "completely", as the case may be]
the obligations in the Production Sharing Contracts listed in Annex II, for the Minimum
Exploratory Program contained in it, the Oil and Natural Gas extracted from the field, from the
Point of Measurement, as defined in the aforesaid Production Sharing Contract, the field in the
production phase listed in Annex I of this Pledge Contract of Oil, in a quantity equivalent to
[insert "part" or "total", as the case may be] the amount committed in the Minimum Exploratory
Program as listed in Annex II of this Contract.
2.2 The [insert the name of the company] will confirm, by means of Monthly Measurement Bulletins, the
Production of Oil and Natural Gas, so as to always maintain committed the quantity needed for
the full satisfaction of the obligations assumed under this Contract in relation to the Minimum
Exploratory Program.
THIRD CLAUSE - TRADITION AND DEPOSIT
3.1 In accordance with art. 1,431, Sole Paragraph, of the Brazilian Civil Code, the pledged petroleum
continues in the possessions of the debtor, the [insert the name of the company], which the
must keep and conserve it, while not started the implementation of a pledge or any other case
provided for in article 1,436, V of the Brazilian Civil Code. The [insert the name of the company]
is responsible for ensuring the proper maintenance of the Fields whose production of Oil and/or
Gas is now offered as collateral, aiming for the permanence or increasing the levels of
production that were presented for the measurement of the purpose of this document.
3.2 As depository of fungible goods, the [insert the name of the company] is obliged to deliver, when
demanded by ANP, goods in equal quantity and quality as the pledged goods.
FOURTH CLAUSE - REGISTRATION
4.1 Immediately after the signing of this Contract, the [insert the name of the company] should promote its
registration with the Real Estate Registry of the jurisdiction where the fields listed in Annex I of
this Petroleum Pledge Contract are located, as provided for in article 1,448 of the Brazilian Civil
Code, declaring it, if necessary, with the Trade Office of [insert the name of the Province],
leaving to the [insert the name of the company] all the procedures and costs.
FIFTH CLAUSE - DECLARATIONS AND GUARANTEES
5.1 The [insert the name of the company] declares and guarantees to the pledging creditor that:
(a) It has full power, authority and capacity to enter into this Agreement and comply with the
obligations assumed, and for such it has obtained the authorization from its [insert "partners" or
"shareholders", as the case may be];
(b) This Contract constitutes a legal obligation, valid and binding of [insert the name of the
company], and may be performed against it in accordance with its terms;
(c) The signing of this Contract is not, nor will be, a violation of its [insert "By-Law" or "Acts of
Incorporation", as the case may be] or any other corporate documents, nor other contracts or
obligations to third parties;
(d) It is not necessary to obtain any other consents, approvals or notifications regarding: (i) the
creation and maintenance of the pledge on the assets of its purpose; (ii) the validity or
enforceability of the this Contract;
117
(e) There is no dispute, investigation or proceedings before any court of law or arbitration, or
administrative bodies taking relevant proportions on property and rights affected in this
Contract;
(f) It is legitimate, sole and exclusive owner of the pledged goods, in the terms of the Production
Sharing Contract related in Annex II of this Petroleum Pledge Contract, which are free and
cleansed of all and any encumbrances or liens;
(g) Declares it has signed, prior to the signing of this document, a Sales Contract of Oil and/or
Natural Gas with [insert the name of the other company], and that there is no penalty in case it
does not deliver the buyer the portion of its Production required to fulfill the commitment agreed
in this Contract; (CLAUSE APPLICABLE ONLY IF THE COMPANY HAS A PRIOR
CONTRACT OF PRODUCTION SALE WITH ANOTHER COMPANY)
(h) Ensures that, in the case of performance of this pledge, ANP will have guaranteed the
preference for the ownership of the outputs arising from the sale of Oil and Natural Gas now
committed;
(i)
Abstains from establishing any other lien on the goods now committed.
5.2 ANP declares the pledging debtor that:
(a) The largesses authorized by ANP, under any circumstance, imply its resignation to some right
guaranteed by the law, nor constitute termination of the pledge now concluded in accordance
with article 1,436 of the Civil Code.
5.3 Mutual declarations:
(a) The PARTIES state this Contract will be signed prior to the signing of the Production
Sharing Contract described in Annex II of this Petroleum Pledge Contract, whose
Minimum Exploratory Program is here guaranteed, which is to take place up to [insert
date of signing of the Concession Contract in day/month/year format] , according to the
Tender Protocol of the First Production Sharing Tender.
(b) ANP consents the [insert the name of the company] to remain fulfilling its Sale Contract
of Oil and Natural Gas to [insert the name of the other company] for the sale of part of its
production in the fields mentioned in Annex I, provided the other clauses and provisions
of this Contract are respected. (CLAUSE APPLICABLE ONLY IF THE COMPANY HAS A
PRELIMINARY CONTRACT FOR THE SALE OF THE PRODUCTION WITH ANOTHER
COMPANY)
SIXTH CLAUSE - IMPLEMENTATION OF THE GUARANTEE
6.1 In the case of defaults, in terms of the Production Sharing Contracts described in Annex II of this Pledge
Contract of Petroleum and Natural Gas, ANP may enforce the guarantee committed to
determine its alienation, in whole or in part, to cover the amounts corresponding to the
obligations assumed by [insert name of company] in the said Minimum Exploratory Program,
being forbidden its retention for any other reason, before the prohibition expressed in article
1,428 of the Brazilian Civil Code.
6.2 For the purposes of the provisions of sub-clause 6.1 , the [insert the name of the company], on their
account and risk, it is already properly authorized, on behalf of ANP, to perform all the acts
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necessary to promote the sale and transfer to a third party of the committed Oil and Natural Gas
in sufficient quantity to cover the amount corresponding to the non-fulfillment, and immediately
transfer the corresponding amount to the account to be designated by ANP, under penalty of
the beginning of the judicial execution of this document.
6.3 In addition to the rights related in the legislation regarding the matter, ANP may require the
strengthening of the guarantee if the goods deteriorate or perish without fault of [insert the
name of the company]; obtain compensation for any damage that could be incurred; have the
preference in receiving the assigned amount if there is the authorized transfer of the rights.
6.4 If ANP has to use legal means for the implementation of the guarantee now constituted and
consequently receive its credit, the [insert the name of the company] will be obliged to pay, in
addition to the main amount, interest and contractual obligations, court fees, legal expenses
and attorneys' fees already set in 20% (twenty percent) on the amount of the execution.
SEVENTH CLAUSE - ADDITIONS AND NOTIFICATIONS
7.1 Any and every addition to the provisions of this Pledge Contract of Petroleum and Natural Gas will be
valid only if made in writing and signed by the Parties.
7.2 Any notice, instruction or other communication required under the terms of the Pledge Contract of
Petroleum will be made in writing and sent by any reliable means to the addresses below:
For [insert name of the company]:
ZIP [insert ZIP] [insert the name of the city], [insert the acronym of the Province]
Fax: (insert area code) [insert phone number]
For ANP:
Superintendência de Exploração – SEP
Av. Rio Branco, 65 – 19º andar
20090-004 Rio de Janeiro – RJ Brasil
Fax (21) 2112-8129 e (21) 2112-8139
EIGHTH CLAUSE - TOTAL OF DEBT
8.1 The total of the guarantee offered on the date of signature of this Contract is R$ [insert the amount in
numbers] [insert the amount in written]), which can be reduced to the extent the commitments
concerning the Minimum Exploratory Program included in the Production Sharing Contracts of
[insert the name of the company] are fulfilled, listed in Annex II by amendment to this
Petroleum Pledge Contract.
8.2 Once it is realized by ANP the non-fulfillment of [insert the name of the company] in the Production
Sharing Contracts described in Annex II of these, for the Minimum Exploratory Program, the
debt will be considered as expired and this Guarantee will be carried out according to the
provisions of Clause Six of this document.
8.3 The extinction of this pledge is in accordance with article of 1,436 of the Brazilian Civil Code in force.
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NINTH CLAUSE - JURISDICTION AND APPLICABLE LAW
9.1 The Parties elect the court of the Federal Justice - Judicial Section of Rio de Janeiro as competent to
resolve any dispute arising from this Pledge Contract of Petroleum, renouncing to any other, no
matter how privileged it may be.
9.2 This Pledge Contract of Petroleum and Natural Gas and its Annexes will be governed by and construed
in accordance with the Brazilian laws.
9.3 All the obligations contained in this document shall be met and complied with by the Parties and their
successors for any reason.
The Parties agree to sign the present document in 3 (three) copies of equal content and form, together with
the witnesses who also undersign.
Rio de Janeiro, [insert day] [insert month], [insert year].
___________________________
_________________________________
________________________________________
MAGDA MARIA DE REGINA CHAMBRIARD
GENERAL DIRECTOR OF ANP
AGÊNCIA NACIONAL DO PETRÓLEO, GÁS NATURAL
E BIOCOMBUSTÍVEIS – ANP
Witnesses:
_________________________________
Name:
Identification Card:
Individual Taxpayer Register
_________________________________
Name:
Identification Card:
Individual Taxpayer Register
120
Contrato de Penhor de Petróleo e/ou Gás Natural e Outras Avenças
Anexo I - Campos em Fase de Produção com Produção de Petróleo Empenhada
Campo
Item
Produção(bbl/dia)
Campo 1
Valor (R$)*
Produção(bbl/dia)
Campo 2
Valor (R$)*
Produção(bbl/dia)
Campo 3
Valor (R$)*
Produção(bbl/dia)
Campo 4
Valor (R$)*
Produção Total dos Campos (bbl/dia)
Valor Total dos Campos (R$) *
2014
2015
2016
2017
2018
* Preço de Referência = Preço a ser dicutido com a ANP na época da assinatura do contrato.
Para os contratos da 1ª rodada de partilha será utilizado uma estimativa de preço de US$ 35,00.
* Taxa de Câmbio = Utilizaremos a taxa da época da assinatura do contrato.
OBS: O quadro do Anexo I deverá refletir a produção anual correspondente ao período do
Programa Exploratório Mínimo a ser empenhado.
Blocos em Parceria
Contrato
Nº do
Processo
Bloco
PEM
Garantia
Fase (anos)
Finaceira (R$)
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ANEXO XIX - TECHNICAL SUMMARY 01: QUALIFICATION BY EXPERIENCE IN
ACTIVITIES OF EXPLORATION AND PRODUCTION IN BRAZIL AND ABROAD
Filling instructions
The filling of this form must be made in accordance with the instructions for completing the Technical
Summary 01 contained in this Annex.
Interested company
Requested qualification
Information for Technical Qualification
I.
Main activity of the company and corporate control
Summary of the main activity of the company and its relationship with its headquarter or controlling
company, where applicable
II.
Production Volume of equivalent oil in the condition of operator in the last 5 (five) years (in
barrels/day of equivalent oil):
III.
Amount of investment in exploratory activities in the condition of operator in the last 5 (five) years
IV.
Exploration activities on shore
V.
Production activities on shore
VI.
Exploration activities in shallow waters (water line up to 400m)
VII.
Production activities in shallow waters (water line up to 400m)
VIII.
Exploration activities in deep and ultra-deep waters (water line superior to 400m)
IX.
Production activities in deep and ultra-deep waters (water line superior to 400m)
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X.
Exploration and production activities in harsh environments
XI.
Exploration and production activities in sensitive environmental areas:
XII.
Aspects related to SMS:
XIII.
Time of experience in on shore operations (in years)
XIV.
Time of experience in operations in shallow water, water line up to 400m (in years)
XV.
Time of experience in operations in deep and ultra-deep water, water line superior to 400m (in years)
XVI.
Additional information
I hereby certify under the penalties provided in the applicable legislation, the truthfulness, accuracy and
fidelity of the information submitted in this form.
Yours Truly,
___________________________
Signed by:
Job Title:
Venue and Date
INSTRUCTIONS FOR COMPLETION OF TECHNICAL SUMMARY 01
1.
General Instructions
123
1.1 The Technical Summary 01 should be delivered in the cases provided in this Tender Protocol of the First
Production Sharing Tender, as per the model in Annex XX, entitled "TECHNICAL SUMMARY 01:
TECHNICAL QUALIFICATION BY EXPERIENCE IN ACTIVITIES OF EXPLORATION AND PRODUCTION
IN BRAZIL AND ABROAD Only the Technical Summaries presented in the form of the model mentioned
above will be analyzed
1.2 For the completion of the Technical Summary 01, the text should be appropriate to the requested party
for the technical qualification in accordance with the requirements of Section 3.4.1 3.4.1 of this Tender
Protocol, thus allowing ANP to identify the elements that will be scored.
1.3 The items that should be included in the technical summary are:
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
X.
XI.
XII.
XIII.
XIV.
XV.
Main activity of the company and corporate control
Production Volume of equivalent oil in the condition of operator in the last 5 (five) years
Amount of investment in exploratory activities in the last 5 years
Exploration activities on shore
Production activities on shore
Exploration activities in shallow waters (water line up to 400m)
Production activities in shallow waters (water line up to 400m)
Exploration activities in deep and ultra-deep waters (water line superior to 400m)
Production activities in deep and ultra-deep waters (water line superior to 400m)
Exploration and production activities in harsh environments
Exploration and production activities in sensitive environmental areas:
Aspects related to SMS:
Time of experience in on shore operations
Time of experience in operations in shallow water, water line up to 400m
Time of experience in operations in deep and ultra-deep water, water line superior to 400m
2.
Completion of the items of Technical Summary 01
2.1 Item I: the main activity of the company and its relationship with its headquarter or controlling company,
where applicable, must be informed in a brief way.
2.2 Item II: the average volume produced in the last 5 (five) years by the company, in the condition of
operator, in the unity boe/day, must be informed.
2.3 Item III: the amount of investment spent by the company in exploratory activities in each type of
operational environment in the last 5 (five) years must be informed. Only the investments in the condition of
Operator should be informed.
2.4 Items IV, V, VI, VII, VIII, IX, X and XI: the company should list the projects in which it operates, informing
whether these activities are performed in the condition of Operator, Non-operator or Service Provider to oil
companies.
2.5 Item XII: the information regarding the environmental aspects (use and certification of an Integrated
System of SMS) will only be scored by delivery of the documents requested by item 3.4.2.2 of the Tender
Protocol of the First Production Sharing Tender.
2.6 Items XIII, XIV and XV: the company should correlate the activities performed in the condition of
Operator, Non-operator or Service Provider to oil companies and their respective locations with the time of
experience (in years). This item may not contain only the time of experience in years.
124
ANEXO XX - TECHNICAL SUMMARY 02: TECHNICAL QUALIFICATION BY
EXPERIENCE OF THE STAFF IN BRAZIL AND ABROAD
Filling instructions
The filling of this form must be made in accordance with the instructions for completing the Technical
Summary 02 contained in this Annex.
Interested company
Requested qualification
Information for Technical Qualification
I.
Main activity of the company and corporate control
Summary of the main activity of the company and its relationship with its headquarter or
controlling company, where applicable
II. Professional part of the staff of the company:
a. Name
b. Identification Document (Individual Taxpayer Registry, ID, passport or suchlike)
c.
Professional qualification
d. Professional link
e. Area of Activity and Time of Experience
Area of Activity
f.
Time of Experience
Resumé
g. Signature of the Professional
125
III.
Additional information
I hereby certify under the penalties provided in the applicable legislation, the truthfulness, accuracy and
fidelity of the information submitted in this form.
Yours Truly,
___________________________
Signed by:
Job Title:
Venue and Date
INSTRUCTIONS FOR COMPLETION OF THE TECHNICAL SUMMARY 03
1.
General Instructions
1.1 The Technical Summary 02 should be delivered in the cases provided in this Tender Protocol of the
First Production Sharing Tender, as per the model in Annex XX, entitled "TECHNICAL SUMMARY 02:
TECHNICAL QUALIFICATION BY EXPERIENCE OF THE STAFF IN BRAZIL AND ABROAD Only the
Technical Summaries presented in the form of the model mentioned above will be analyzed.
1.2 On completion of the Technical Summary 02, the text should be appropriate to the request for the
technical qualification according to the provisions in item 3.4.2 of this Tender Protocol, allowing ANP to
identify the elements that will be scored.
1.3 The items that should be included in the technical summary are:
I.
II.
2.
Information on the main activity of the company and corporate control
Information about the professional member of the technical staff of the company, his area of
activity, time of experience and resume.
Completion of the items of Technical Summary 02
2.1 Item I: the main activity of the company and its relationship with its headquarter or controlling
company, where applicable, must be informed in a brief way.
2.2 Item II: the company should list the professionals members of the technical staff of the company,
indicating areas of activities and respective times of experience. This item should be replicated for each
professional informed by the company. An indication of a professional for each Area of Activity will only
be considered for Table 5 Table 5 5 of this Notice, provided the criteria established in Section 3.4.2.2/b
are followed.
Table 5 - Score of the company due to the qualification of the technical personnel: time of
experience and type of activity
126
Time of experience T(years)
Area of Activity
2T<5
5  T < 10
10  T < 15
Exploration - Onshore
3
5
7
Production - Onshore
3
5
7
Exploration - Shallow Water
3
5
7
Production - Shallow Water
3
5
7
Exploration - Deep / Ultra Deep Water
3
5
7
Production - Deep / Ultra Deep Water
3
5
7
Operation in Harsh Environments
3
5
7
Operation in Sensitive Environmental Areas
3
5
7
2.3 Item III: the company should list in detail the activities performed by each member of its technical
staff, attesting they have the experience of the activity area and the time indicated.
127
ANEXO XXI - DECLARATIONS OF RELEVANT OBLIGATIONS AND STRATEGIC
PLANNING
Interested company
Information for Economic-Financial Qualification
I.
Identification of the main assets subject to financial guarantees that could affect the future
activities of the company:
II.
Description of the entire contingent liability formed by materially relevant and identifiable
obligations, unfunded in the Balance Sheet:
III.
Medium and long term strategic planning of exploration and production of oil and natural gas
whereas, among others, the relationship of the commitments made that may cause decrease of the
operational capacity or absorption of financial availability:
I hereby certify the truthfulness, accuracy and fidelity of the information submitted in this form.
Yours Truly,
Signed by:
Job Title:
Venue and Date
128
ANEXO XXII - REQUEST FOR VALIDATION OF DOCUMENTS
By this document [insert the name of the company], with headquarters at [insert the address of the
registered office of the company], by means of its Accredited Representative [insert the name of the
Accredited Representative of the company] requires from the National Agency of Petroleum, Natural Gas
and Biofuels - ANP, aiming for qualifying this company to participate in the First Production Sharing
Tender, the validation of the document below, which were submitted to this Agency for the purposes of
qualification in Tender Round or for qualification in an Assignment process, in less than a year, and
certifies they have the information existing on this date.
Instructions:
a) In the list below, mark an (X) next to each document for which the validation is being required (to
be validated, the document must have been submitted to ANP for the purposes of qualification in
the Tender Round or for qualification in the Assignment process, in less than one year and be
applicable to the rules of this Tender Protocol).
b) Fill in the number of the Concession Contract concerning the Assignment or Tender Round in
which the document was submitted.
c) Fill out, at the end, the fields relating to the venue, date, name and position of the Accredited
Representative, sign and notarize this Request (notarize) and, if applicable, consularize it.
Documento
Número do Contrato / Rodada
1. Atos Constitutivos – Contrato Social ou Estatuto Social.
2. Comprovação dos poderes dos representantes legais e o(s) mais recente(s) ato(s)
relacionado(s) à eleição/nomeação de tais representantes.
3. Atendimento a eventuais limitações para o exercício dos poderes dos representantes, na
forma prevista nos Atos Constitutivos.
4. Declaração de apresentação de (i) cópia da versão de seu Contrato ou Estatuto Social com
as disposições vigentes, (ii) comprovação dos poderes e do(s) nome(s) de seu(s)
Representante(s) Legal(is), e (iii) atendimento a eventuais limitações no exercício dos
poderes dos representantes, na forma prevista nos Atos Constitutivos.
5. Sumário Técnico (*)
Qualificação solicitada para a Primeira Rodada de Partilha de Produção: _______________.
6. Demonstrações Financeiras dos três últimos anos .
7. Pareceres dos auditores independentes.
8. Declaração de Obrigações Relevantes e Planejamento Estratégico.
9. Resumo das Demonstrações Financeiras.
10. Organograma com toda a cadeia de controle do grupo societário.
11. Declaração sobre pendências legais ou judiciais relevantes.
12. Comprovação de que se encontra organizada e em regular funcionamento, de acordo com
as leis do seu país.
13. Prova de inscrição no CNPJ
14. Certidão Negativa de Débito (PGFN)
15. Certidão Negativa de Débito (INSS)
16. Certidão Negativa de Débito (FGTS)
17. Certidão Negativa de Débito (CNDT)
18. Documentação equivalente aos requisitos do Edital, se aplicável - seção 3.2 (*)
19. Outros (discriminar) (*)
Yours Truly,
129
___________________________
Signed by:
Job Title:
Venue and Date:
130
ANEXO XXIII - TERM OF COMMITMENT OF INCORPORATION OF CONSORTIUM
WITH PPSA AND PETROBRAS
The undersigned declares, on behalf of the company [insert the name of the company], his interest in
participating in the First Production Sharing Tender, whose purpose is the granting of Production Sharing
Contracts for Exploration and Production of Oil and Natural Gas in Brazil, and recognizes the procedures
and rules for qualification for the tender in general and for the signing of the Production Sharing Contract.
The undersigned also declares, on behalf of the above-mentioned company, it is committed to
incorporating a consortium with PPSA and Petrobras according to Brazilian laws, with headquarters and
administration in Brazil if it is the successful vendor.
This Agreement shall be governed and construed in accordance with the laws of the Federative Republic
of Brazil and the place of jurisdiction shall be the City of Rio de Janeiro.
___________________________
Signed by:
Job Title:
Venue and Date
131
ANEXO XXIV - TERM OF COMMITMENT OF PETROBRAS TO INCORPORATE A
CONSORTIUM WITH PPSA
The undersigned declares, on behalf of the company his interest in participating in the First Production
Sharing Tender, whose purpose is the granting of Production Sharing Contracts for Exploration and
Production of Oil and Natural Gas in Brazil, and recognizes the procedures and rules for qualification for
the tender in general and for the signing of the Production Sharing Contract.
The undersigned also declares, on behalf of the above-mentioned company, it is committed to
incorporating a consortium with PPSA and the other companies of the successful consortium according to
Brazilian laws, with headquarters and administration in Brazil.
This Agreement shall be governed and construed in accordance with the laws of the Federative Republic
of Brazil and the place of jurisdiction shall be the City of Rio de Janeiro.
___________________________
Signed by:
Job Title:
Venue and Date
132
ANEXO XXV - DRAFT OF THE PRODUCTION SHARING CONTRACT
Insert Draft of the Contract Production Sharing
133