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Gas Sales Agreement - Revision of 2006 Model Contract

(Co-chaired by: Brian Bradshaw and Felipe Rodrigues Caldas Feres)

The newly formed drafting committee has the objective of updating the 2006 AIPN Model Form GSA, especially with a view towards (i) conforming it to the updated LNG Sale and Purchase Agreement (ongoing), so that both can work together in the context of complex LNG import projects; (ii) providing the industry with a neutral seller/buyer agreement; and (iii) providing for a more jurisdiction-neutral agreement so that it can be more widely used in key natural gas markets outside the US and Europe, such as Latin America and Asia. The model GSA governs a long-term arrangement for the purchase and sale of natural gas. The agreement sets forth certain required and optional conditions precedent for each party, such as the attainment of necessary approvals and financing, and prescribes key obligations for each party, such as seller’s ability to deliver a daily contract quantity of gas, and buyer’s ability to take such amounts of gas to its facilities. The agreement includes comprehensive provisions regarding accounting for delivery shortfalls, force majeure adjustments, overtakes, make-ups, carry-forwards, and other circumstances, and may be customized to define how the price of gas will be determined (e.g., at a fixed price, an index price, a blended price, etc.).

Joint Operating Agreement - Revision of 2012 Model Contract

(Co-chaired by: Paul Deemer, Edward Harper and Shona Walker)

This drafting committee is undertaking the revision of the 2012 Model Joint Operating Agreement (JOA). The committee undertaking this project will be led by Paul Deemer, Edward Harper and Shona Walker and will review the model form and its exhibits in light of experience with its use over the past 7 years, discuss any enhancements and clarifications that are desirable, and generally update the form. Among issues to be examined are whether there have been developments in the international petroleum industry over the past 7 years that make changes or additional clauses necessary, and whether any provisions (or alternative clauses) are no longer relevant.

LNG Sale and Purchase Agreement

(Co-chaired by: James English, Patricia Tiller, Ryan Pereira)

The newly formed LNG Sale and Purchase Agreement committee has the objective of drafting an AIPN Model Form LNG SPA. This LNG SPA will only address the sale and purchase of LNG on a long-term FOB basis, and will not address sales contemplating a DES/DAP structure. The committee will however draft guidance notes to discuss conversion of the base agreement to a DES/DAP structure. Key issues will include purchase structure, start date, term, contract quantity, pricing, price review, quality standards, destination restrictions and flexibility, force majeure, scheduling, and transportation. The Committee will generally adopt the boilerplate terms of the LNG MSA. As a general objective, the agreement will attempt to provide the LNG industry with a neutral agreement appropriate for long term buyers, producers, and portfolio aggregators.

Area of Mutual Interest Agreement

(Co-chaired by: Peter Sloan, Stacy Feltham and David Bate)

The objective of the drafting committee will be to develop a Model AMI Agreement utilizing alternatives and options as necessary to reflect different approaches to AMIs in common use in the international petroleum industry.