THINKING BEYOND THE OBVIOUS

MASTER CLASS

AFRICA Oil & Gas Contracts

Cape Town, South Africa
27 28 October 2011 at the Pavilion Conference Centre

Accra, Ghana
1 2 November 2011 at the M Plaza Hotel

BENEFITS OF ATTENDING
All sessions will be presented with a highly interactive and practical approach with prepared experience based questions for group discussion. Each presentation is designed to give delegates a practical understanding of the commercial risks involved in Oil & Gas contracts and how delegates can use solutions presented to address these risks and translate them into appropriate clauses in agreements. The course will deal with the different types of agreements that are in common use and our expert presenters will guide participants through best practice drafting techniques. Our expert facilitators will employ real-life case studies (and visuals where needed) with the aim of enabling delegates to think in a particular way in order to identify potential risks early enough in the negotiation process, thereby ensuring that they are appropriately addressed. The course will present logical and systematic approach to effective commercial Oil & Gas contracts, negotiations and risk management from both an International and specific African perspective.

If you are involved or looking to be involved in Oil & Gas contracts then this course is a must attend! If you want to get emerging insight into Oil & Gas Contracts from both international and specific African perspective, you dont want miss this Africa Oil & Gas Contracts

for more information, please contact Ola Odejayi +27 72 550 0562 ola@gptrainingsa.com www.gptrainingsa.com

Endorsed by

CA Oil & Gas Contracts 2011

OVERVIEW
This highly practical and interactive Africa Oil & Gas Contracts course will provide unparalleled insight into key emerging contractual issues in the Oil & Gas industry. Amongst others, this course will provide emerging insights into: Government Petroleum Contracts (GPCs - including PSCs) International Joint Operating Agreements (JOAs) International Area of Mutual Interest Agreements (AMIs) International Study and Bid Group Agreements (SBAs) Service Contracts (SCs) International Farmout Agreements (FOAs) Effective techniques for negotiation of International Petroleum Contracts

EXPERT FACILITATORS

Frank Alexander
Frank is a partner in the Calgary office of Fraser Milner Casgrain LLP and is the Leader of FMCs International Petroleum Law Practice Group. Frank practises exclusively in the area of international energy law (petroleum projects outside of Canada). He has 30 years experience in petroleum projects worldwide. Frank has assisted with international energy projects in Europe, Asia, Africa, South America, Central America, the Middle East, Australia, New Zealand and the former Soviet Union. His practice includes government petroleum contracts (including PSCs), JOAs, farmout agreements, AMI agreements, unitization agreements, gas sales agreements, study and bid agreements, and structuring for security of investment (inclusive of investment treaty and dispute resolution considerations) and tax efficiency. Frank serves on the AIPN Board of Directors and is also the current AIPN Regional Chapter Director for Canada

The course will further cover aspects of legal and commercial risk management that have to be taken into consideration when negotiating and drafting Oil & Gas contracts with specific focus on marginal oileld development projects. Significant attention will also be given to drafting and negotiation of Floating Production Storage and Offtake (FPSO) contracts. As a delegate, you are guaranteed unique insight into how the worlds leading Oil & Gas corporations are responding to emerging contracting & challenges and the best practices/solutions employed. You will also get insightful perspective into aspects of Association of International Petroleum Negotiators (AIPN) contract models.

WHO SHOULD ATTEND

Oil & Gas lawyers who want to refresh their negotiating skills Contract & Commercial negotiators wanting to move to the next level of performance In-house lawyers and legal teams Procurement, Sales & Public Relations Directors/Managers Contract Managers, Analysts & Administrators Contract Engineers Company Secretaries Contractors & Sub-contractors to the petroleum industry and host governments

Barrisford Petersen
Barrisford is partner and Head of Oil & Gas division of Bowman Gilfillan South Africa. He has studied extensively overseas and is an advocate of the Supreme Court of South Africa. He is an international oil and gas law specialist with more than 15 years experience in the industry. He previously worked as the manager for legal services for an oil and gas company. He later established and managed his private legal practice focused exclusively on African Oil and Gas activities. Barrisford has extensive experience in the international Oil and Gas industry having worked closely and successfully with a number of local and international Oil and Gas companies doing business in Africa.

Media Partner

GLOBAL PROSPECTUS TRAINING (PTY) LTD. Johannesburg Tel: +27 11 781 6222 Fax: +27 11 781 6044 Marketing - m2@globalprospectus.co.za Pietermaritzburg - Tel: +27 33 391 4229 Fax: +27 33 391 5722 Design - www.designmaster.co.za (071 018 8355)

Chief Executive O er - Dhevaraj Pillay Auditors - Russell Bedford SA (Jhb) Inc. Legal - DA Morris & Associates

CA Oil & Gas Contracts 2011

COURSE AGENDA
Session One
Government petroleum contracts (including PSCs) (GPCs)
This opening session will be focus on: Comparison of different upstream petroleum regime designs - (Understanding the host Country perspective, and the International Oil Company (IOC perspective) Fiscal comparison of different upstream petroleum regimes (Profit & Revenue split) Minimum work program commitments and financial commitments Commerciality and Development (Including the IOCs rights to construct pipelines) IOC right to export and to retain proceeds of sale offshore without mandatory conversion obligation IOC rights to transfer hard currency IOC right to assign - and associated requirement of government approval Government Participation Natural gas provisions Respective rights of IOC and government in the case of force majeure Government right to terminate Why it makes a difference if a national oil company signs GPC instead of the host country (government) itself? Effect of a regime change on the enforceability of a GPC IOC rights in the case of creeping expropriation (unilateral increase by host country of IOC fiscal obligations) and in the case of expropriation per se

DAY 1
Session Three
International Confidentiality Agreements
Insights into the AIPN model Focus issue: - Should we include a non-competition clause or an AMI agreement?

International Area of Mutual Interest Agreements ( AMIs)

Focus will be on observations concerning the draft AIPN model, including: - Up-front alternative versus the After the Fact alternative - Considerations regarding selection of alternative remedies for breach

Session Four
International Study and Bid Group Agreements (SBAs)
Observations concerning the AIPN model, including: - How to deal with conflicting Minimum Material Provisions proposed by the respective IOC partners Observations concerning the AIPN model, including - Insights into the AIPN Model Term sheet preliminary to negotiation of FOA - Considerations associated with requiring the Farmor to transfer the interest in advance of work program performance by the Farmee

International Farmout Agreements (FOAs)

Session Two
Stability of Contract (GPCs-continued)
Due to recent events in countries such as Venezuela, Ecuador, Bolivia, Russia, and Kazakhstan, sophisticated international oil companies now take better steps to provide for security of investment and fiscal stabilization under PSCs and other government petroleum contracts. Thus, this session will cover issues pertinent to: Stabilization provisions International arbitration Stipulation of governing law Host country waiver of immunity from execution Structuring to come under an applicable arbitral award enforcement treaty Structuring to come under an applicable investment treaty (on the most tax efficient basis possible). Significance of arbitral rules such as UNCITRAL, ICC, LCIA, and ICSID Enforcement of arbitral awards - ICSID and the New York Convention

Session Five
Drafting and negotiating floating production storage and off take (FPSO) agreements
What makes them so challenging? Lead time and conversion Tendering process Procurement related issues Form of agreement Dealing with the contractual term Dealing with financing and payments Reflecting reservoir risk in your agreement Changes in the market Risks that must be considered and addressed

General Questions & Discussion & Close of Day 1

GLOBAL PROSPECTUS TRAINING (PTY) LTD. Johannesburg Tel: +27 11 781 6222 Fax: +27 11 781 6044 Marketing - m2@globalprospectus.co.za Pietermaritzburg - Tel: +27 33 391 4229 Fax: +27 33 391 5722 Design - www.designmaster.co.za (071 018 8355)

Chief Executive O er - Dhevaraj Pillay Auditors - Russell Bedford SA (Jhb) Inc. Legal - DA Morris & Associates

CA Oil & Gas Contracts 2011

COURSE AGENDA
Session six
Marginal oilfield development project (Negotiation & Contracts)
This highly practical and interactive session will begin with a video presentation of Oribi Oilfield development in South Africa. The aim is to give delegates a background visual overview of the complexities and risks in bringing an oilfield into development. Focus topics will include:

DAY 2
Session Eight
Continuation of Marginal oileld development project

Procurement

Understanding Marginal field

Tendering and sole sourcing Prequalification Tendering procedures Draft agreements in tenders Controlling the process Domestic labour and supply obligations Negotiating the project agreements Importation and customs related matters

Reserves in place Oil price Location and market Modelling the conceptual development plan Regulatory environment Geographical environment

Issues that give rise to disputes between

Joint ventures and partners Company and contractor Contractor and contractor Company and State Contractor and State

Size of the company and the establishment of the project team

Joint ventures and partners Skills and resources; Companys capacity to accept risk; Defining a reasonable First Oil Date

Resolving disputes

Understanding the risks The problem with conventional dispute resolution procedures Drafting effective dispute resolution procedures Using independent experts and their terms of reference

Session seven
Continuation of Marginal oileld development project

Session Nine
International Joint Operating Agreements (JOAs) and associated Accounting Procedures (APs)

Project phases

Capex and Opex phases Drilling and completion phase Pre-mobilisation phase Mobilisation phase Commissioning and acceptance phase Operational phase Termination phase Decommissioning phase Allocation of responsibilities When is a lead contractor is required Nature of the contractual relationship with contractors Managing contractors through the various phases Dealing with critical path matters Incentives and penalty arrangements

Finding the right contractor

The concluding session will focus on further insights into AIPN models Focus issues will including considerations associated with: - Government Participation - Minimum Work Obligations - Sole risk of development - Transfer and change of control - Pre-emptive rights - Selection, and implementation, of alternative remedies for default, including particular issues regarding expert valuations in the context of the Buy-out remedy - Election to include the requirement of Operating Committee or Non-Operator approval of AFEs - Applicable triggers for Non-Operators to pay cash calls.

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Negotiation of international petroleum agreements

Emerging Issues Emerging effective and efficient practices Dealing with challenging negotiator counterparts

General Questions & Discussion & Close of Day 2

GLOBAL PROSPECTUS TRAINING (PTY) LTD. Johannesburg Tel: +27 11 781 6222 Fax: +27 11 781 6044 Marketing - m2@globalprospectus.co.za Pietermaritzburg - Tel: +27 33 391 4229 Fax: +27 33 391 5722 Design - www.designmaster.co.za (071 018 8355)

Chief Executive O er - Dhevaraj Pillay Auditors - Russell Bedford SA (Jhb) Inc. Legal - DA Morris & Associates