Exhibit 10.45
REPUBLIC OF COTE D'IVOIRE
Unity - Discipline - Labour
HYDROCARBONS
PRODUCTION SHARING AGREEMENT
BLOCK CI-602
21 December 2017
1
TABLE OF CONTENTS
1: DEFINITIONS
5
2: SCOPE OF APPLICATION OF THE AGREEMENT
8
3: DURATION OF EXPLORATION PERIODS AND RELINQUISHED AREAS
9
4: EXPLORATION WORK COMMITMENTS
11
5: PREPARATION AND APPROVAL OF THE ANNUAL WORK PROGRAMS AND BUDGETS
16
6: OBLIGATIONS OF THE CONTRACTOR REGARDING THE EXPLORATION PERIODS
16
7: RIGHTS OF THE CONTRACTOR RELATIVE TO EXPLORATION PERIODS
18
8: ACTIVITY REPORTS DURING EXPLORATION PERIODS AND SURVEILLANCE OF PETROLEUM
OPERATIONS
19
9: LAND OCCUPANCY
21
10: USE OF THE FACILITIES
22
11: APPRAISAL OF A HYDROCARBONS DISCOVERY
23
12: GRANTING AN EXCLUSIVE PRODUCTION PERMIT RELATIVE TO A COMMERCIAL DISCOVERY
25
13: DURATION OF THE PRODUCTION PERIOD
27
14: PRODUCTION OBLIGATION
28
15: OBLIGATIONS AND RIGHTS OF THE CONTRACTOR RELATED TO EXCLUSIVE PRODUCTION
PERMITS
28
16: RECOVERY OF PETROLEUM COSTS RELATIVE TO CRUDE OIL AND PRODUCTION SHARING
30
17: TAX SYSTEM
34
18: SALES PRICE OF CRUDE OIL
37
19: SIGNATURE BONUS AND DISCOVERY BONUS
39
20: OWNERSHIP AND ABANDONMENT OF ASSETS
40
21: NATURAL GAS
43
22: PETROCI'S PARTICIPATING INTEREST
49
23: FOREIGN EXCHANGE CONTROL
51
24: CURRENCY UNIT USED FOR BOOKKEEPING
53
25: ACCOUNTING METHOD AND VERIFICATIONS
53
26: IMPORT AND EXPORT
54
27: MAKING CRUDE OIL PRODUCTION AVAILABLE TO MEET NATIONAL DEMAND
56
28: TRANSFER OF TITLE TO THE HYDROCARBONS AND LIFTING
56
29: PROTECTION OF RIGHTS
57
30: PERSONNEL, TRAINING, EQUIPMENT AND SOCIAL WORK
58
31: ACTIVITY REPORTS RELATED TO EXCLUSIVE PRODUCTION PERMITS
60
32: ARBITRATION
61
33: FORCE MAJEURE
61
34: JOINT AND SEVERAL OBLIGATIONS AND GUARANTEES
62
35: ASSIGNMENT RIGHTS
62
36: APPLICABLE LAW AND STABILITY OF CONDITIONS
63
37: APPLICATION OF THE AGREEMENT
64
38: EFFECTIVE DATE
65
APPENDIX 1
66
APPENDIX 2
68
APPENDIX 3
77
APPENDIX 4
80
2
AGREEMENT
BY AND BETWEEN
The Republic of Côte d'Ivoire, hereinafter referred to as the "Government,"
represented herein by the Minister of Petroleum, Energy and Development of
Renewable Energies, Mr. Thierry TANOH, the Secretary of State to the Prime
Minister in charge of the State Budget and Portfolio, Mr. Moussa SANOGO, and the
Minister of Economy and Finance, Mr. Adama KONE, duly authorised to sign
hereunder;
as the first party,
AND
BP Exploration Operating Company Limited], a company incorporated under the laws
of England, headquartered at Chertsey Road, Sunbury-on-Thames, Middlesex, TW16
7LN, United Kingdom hereinafter referred to as "BP" and represented herein by
Mr. Andrew MCAUSLAN, Head of Business Development;
KOSMOS ENERGY COTE D'IVOIRE, a company incorporated under the laws of Cayman
Islands, headquartered on the 4th floor, Century Yard, Cricket Square, PO Box
32322 George Town, Grand Cayman, KY1, 1209, hereinafter referred to as "KOSMOS"
and represented herein by Mr. Brian F. Maxted, Chief Exploration Officer;
PETROCI HOLDING, the Société Nationale d'Opérations Pétrolières de la Côte
d'Ivoire, hereinafter referred to as "PETROCI," an Ivoirian company
headquartered at Immeuble Les Hévéas, 14, Boulevard CARDE, BP. V194 Abidjan
Plateau and represented