1. SEMPRA - DES MSA
SELLER-FRIENDLY AMENDMENTS
Clause WG comments Comment
4.3 Tax group should
review and
recommend risk and
title transfer point
Apply offshore risk and title transfer wording (and
note increasing use of "littoral route" wording –
moving from: "title shall pass from Seller to Buyer
at the last point where the LNG Tanker carrying
such LNG is entirely outside the territorial waters of
Buyer's Country en route to the Unloading Port" to:
"title shall pass from Seller to Buyer at the last point
where the LNG Tanker carrying such LNG leaves
international waters prior to arrival at the Unloading
Port."
5.3(b) Agree to add Add in a further qualifier for Adverse Weather
Conditions (but recognise that this might need to be
offered reciprocally for 5.2 (b))
5.3(c) What is a fiscal limit? Cap Seller's liabilities at a defined fiscal limit
6.3(c) What is a fiscal limit? Cap Seller's liabilities at a defined fiscal limit
8.5 Agree to change Reduce the numbers of payment days (e.g. 10
days)
8.7(a) Agree to change Provide for payment in full of disputed invoices
(assuming the Buyer will be the disputing party)
9.2 Agree to delete as
starting position
Delete provision of Seller credit support
14.1(b) Agree to add Add to the list of illustrative events any failings
under Upstream LNG Supply Contracts (term to be
defined) so that Seller gets full FM relief for all
upstream supply arrangements
OTHER POINTS TO NOTE
Clause WG comments Comment
1.1 "Connecting
Pipeline"
Definition and usage - confirm relevance to the
intended UP
1.1 "Marine
Terminal
Liability
Agreement"
and "Marine
Terminal
Manual"
Confirm MTLA will apply to the intended UP (also
relevant to 11.2(a), 11.4, 13.2)
3.1 Most of our MSA’s
have long stop date
vs open ended term
(Sempra preference)
Confirm intended longstop date
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2. 9.1 Since CFE does not
typically provide
credit support so a
prepayment provision
is a good idea
Confirm CFE's credit support profile. Will it post
cargo Letters of Credit? Is any kind of parent
company guarantee a possibility? Provide for
prepayment into escrow prior to cargo loading?
11.7/11
generally/Exhibits
Modify to fit with the requirements of the intended
UP
16.1 Our comments are based on the application of
English law
ASHURST LLP
17/05/2012
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14:4517 May 2012LONDONPETRO24544388.01