Агентское соглашение между Карачаганак Петролеум Оперейтинг Б.В. и Аджип Карачаганак Б.В. Би Джи Интернэшнл Лимитед Тексако Интернэшнл Петролеум Компани Открытое Акционерное Общество "Нефтяная Компания "ЛУКОЙЛ" Министерство Энергетики и Минеральных Ресурсов Республики Казахстан, г. Алматы от 29 марта 2001 года

AGENCY AGREEMENT  between Karachaganak Petroleum Operating B.V. and Agip Karachaganak B.V. BG International Limited Texaco International Petroleum Company Open Joint Stock Company "Oil Company "LUKOIL" Ministry of Energy and Mineral Resources of the Republic of Kazakhstan

KARACHAGANAK AGENCY AGREEMENT 

This Agreement is made in Almaty this 29 day of March 2001 

BETWEEN: 

(1) Agip Karachaganak B.V. ("Agip"); 

(2) BG International Limited ("BG"); 

(3) Texaco International Petroleum Company ("Texaco"); 

(4) Open Joint Stock Company "Oil Company "LUKOIL" ("LUKOIL") Agip, BG, Texaco and LUKOIL are collectively referred to as the "Contractor"; 

(5) Ministry of Energy and Mineral Resources of the Republic of Kazakhstan (the "Ministry") 

Contractor and the Ministry are collectively referred to as the "Principal"; and 

(6) Karachaganak Petroleum Operating B.V. (hereinafter "Agent") 

Principal and Agent are hereinafter sometimes individually referred to as a "Party" and collectively as the "Parties". 

WHEREAS: 

(A) Agip, BG, Texaco, LUKOIL and the Ministry are parties to that certain Final Production Sharing Agreement (the "FPSA") dated 18 November 1997 with the Government of the Republic of Kazakhstan (the "Republic") providing for the conduct of petroleum operations in the Karachaganak Field (the "Field"); and 

(B) The FPSA provides that the Republic and the Contractor shall, in certain circumstances, jointly market all petroleum substances produced from the Field; and 

(C) the FPSA provides that the Contractor shall, in certain circumstances, be responsible for implementing approved transactions for the sale of all petroleum substances produced from the Field. 

Unless the context requires otherwise, all capitalised terms in this Agreement shall have the meaning ascribed to them in the FPSA. 

IT IS HEREBY AGREED: 

1. Appointment of Agent and Scope of Agency 

1.1 Principal hereby appoints Agent as its agent for the sales, delivery, processing and transportation of Petroleum and Non-Petroleum Substances produced from the Field (hereinafter referred to as "Karachaganak Production") to the operator of the Small Refinery resident in the Republic of Kazakhstan, as instructed by Principal. 

1.2 Karachaganak Production shall be sold, delivered, processed and transported only under agreements approved by the Principal for implementation by the Contractor and Agent shall not enter into any other agreements or arrangements for the sale, processing, transportation or delivery of Karachaganak Production during the term of this Agreement. 

1.3 Agent hereby accepts the appointment and agrees to act as agent of Principal for the sale, delivery, processing and transportation of Karachaganak Production. 

1.4 Agent shall execute such agreements approved by Principal for implementation by the Contractor as may be presented to Agent for signature. 

1.5 As promptly as practicable after Agent enters into any contract pursuant to the terms of this Agreement, the Agent shall deliver to the Principal a copy of the documentation for such a contract together with all other material and information relating to the implementation of this contract. 

2. Term 

2.1 This Agreement shall take effect as of 1 April 2001 and shall remain in effect until 30 June 2001 unless terminated by either the Principal or the Agent upon thirty (30) days written notice of such termination. 

2.2 The term of this Agreement may be extended for subsequent one year periods (from the expiry date of this Agreement referenced in Article 2.1 above or from subsequent anniversaries of such expiry date, as the case may be), provided that 

(a) the Agent makes a written request for such an extension 60 days before expiry of the current term; and, 

(b) the Principal confirms agreement to the extension m writing 30 days before expiry of the current term. 

3. Title to Products 

3.1 With reference to Article 1 hereof and for the avoidance of doubt, title to, liability for and risk of physical loss or damage to Karachaganak Production shall remain with Principal until final transfer from the Principal to a third party purchaser under contracts entered into in accordance with this Agreement. 

3.2 For the avoidance of doubt, all proceeds from the sale of Karachaganak Production for each calendar month (the "Gross Monthly Income") will be paid into the Joint bank Account established in accordance with Section 9.6 of the FPSA. 

4. Fees and Marketing Costs 

4.1 The Principal shall pay the Agent an agency fee of $1,000 (one thousand United States Dollars) per month exclusive of VAT (the "Agency Fee"). The Agent shall be responsible for and pay any taxes, fees or charges applicable in the Republic of Kazakhstan and resulting from the receipt of the Agency Fee. 

4.2 The Principal shall fully reimburse Agent for any: 

(a) Taxes, duties, fees and any other assessments or levies (other than income tax for legal entities, withholding tax on dividends, road tax or any employee taxes or contributions) imposed on the Karachaganak Production or as a result of any of the activities performed by Agent pursuant to this Agreement by any Kazakhstani or other governmental authority, and 

(b) Reasonable fees for services (including, in particular, fees payable to legal and tax advisors) procured by the Agent in connection to the activities under this Agreement. For the avoidance of doubt, this only applies to services provided by non-affiliated, third party service providers. 

5. Payment 

5.1 The Principal shall pay the Agency Fee to the Agent in equal instalments quarterly in arrears. Any costs listed in Section 4.1 hereof and incurred in each quarter shall be payable within thirty (30) days following the end of each quarter. All such payments shall be made by wire transfer in immediately available funds to the bank account of the Agent. 

6. Applicable Law and Dispute Resolution 

6.1 This Agreement shall be construed under and governed in accordance with the laws of England without giving effect to England's conflict of law rules. 

6.2 Any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules in force and effect on the date of this Agreement and which are deemed to be incorporated by reference into this Section. There shall be one arbitrator who shall be appointed in accordance with the UNCITRAL Arbitration Rules. Where the UNCITRAL Arbitration Rules do not provide for a particular situation the arbitrator shall determine what course of action should be followed. The place of arbitration shall be Stockholm, Sweden and the English and Russian languages shall be used throughout the arbitral proceedings. By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a national court, the arbitral tribunal shall have full authority to grant provisional remedies and to award damages for the failure of any Party to respect the arbitral tribunal's orders to that effect. The award of the tribunal shall be in the English and Russian languages. 

7. Conditions Precedent 

7.1 Agent' s authority to carry out its agency functions under this Agreement shall be subject to the approval by the Principal for implementation by the Contractor of all contracts and agreements for the sale of Karachaganak Production to the operator of the Small Refinery within the territory of the Republic of Kazakhstan, and also the provision by the Principal of Certificates of Origin where applicable. 

7.2 The Agent shall use all reasonable endeavours to obtain licences, if and when necessary, to enable it to carry out its obligations under this Agreement. 

8. Confidentiality 

8.1 Except as otherwise expressly provided herein, no Party shall disclose any data and information (collectively "Information") received by a Party under this Agreement to any other party or person without the prior written consent of the other Party, except that any Party may, without such consent, disclose Information: 

(a) to its affiliates (including, but not limited to, any companies wholly owned by one or more of the Contracting Companies), employees, consultants, advisors and other third parties engaged for the performance of activities under or in furtherance of the purposes of this Agreement, provided that the disclosing Party shall be responsible for ensuring that all recipients (other than affiliates and employees) to whom the Information is disclosed shall sign a written undertaking to keep the Information confidential and to use it only for the purpose of conducting activity under this Agreement and shall indemnify the other Party from any loss suffered or incurred by such other Party as a result of any failure by any such recipient to maintain such confidentiality; 

(b) to the extent necessary to comply with the requirements of any arbitral tribunal, Court or other governmental agency having legal authority to require such disclosure, provided that such Party shall provide the other Party with reasonable advance notice of such disclosure in order to allow such other Party to seek a protective order in respect thereof;