Gas Sales Agreement: Definition & Sample

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What is a Gas Sales Agreement?

A gas sales agreement is a contract between a seller and buyer that documents and affirms the sale and purchase of quality natural gas. Under the agreement, the seller agrees to relinquish and deliver natural gas to the buyer for a certain, pre-determined price. In exchange, the seller agrees to pay the agreed-upon cost by a certain date. Most of the time, a single gas sales agreement covers multiple transactions between the two parties. This practice helps make the business relationship between the two parties easy and convenient.

The gas sales agreement vital documentation that helps both parties understand what's expected of them during the duration of the contract. It also provides support for legal claims if needed.

Common Sections in Gas Sales Agreements

Below is a list of common sections included in Gas Sales Agreements. These sections are linked to the below sample agreement for you to explore.

Gas Sales Agreement Sample

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**)

NOBLE ENERGY MEDITERRANEAN LTD.

DELEK DRILLING LIMITED PARTNERSHIP

ISRAMCO NEGEV 2 LIMITED PARTNERSHIP

AVNER OIL EXPLORATION LIMITED PARTNERSHIP

DOR GAS EXPLORATION LIMITED PARTNERSHIP

THE ISRAEL ELECTRIC CORPORATION LIMITED

DATED March 14, 2012

Page Article 1 Definitions 6 Article 2 Period of Agreement and Commissioning 23 Article 3 Agreement for Sale and Purchase 30 Article 4 Warranties, Covenants and Taxes 31 Article 5 Sellers’ Rights/Commingling and Unitization 38 Article 6 Quantities and Nominations 39 Article 7 Facilities 50 Article 8 Exchange of Information 51 Article 9 Take or Pay 55 Article 10 Price, Price Review and Adjustment 59 Article 11 Billing and Payment 68 Article 12 Quality 74 Article 13 Delivery Point 76 Article 14 Pressure 77 Article 15 Measurement 78 Article 16 Force Majeure 80 Article 17 Default 84 Article 18 Assignment and Security Interests 89

Miscellaneous Provisions 108

THIS AGREEMENT is entered into on the 14 th day of March 2012

Delek Drilling Limited Partnership , an Israeli Limited Partnership having its principal place of business at 12 Abba Eban Boulevard, Herzlia, 46725 Israel;

Isramco Negev 2 Limited Partnership , an Israeli limited partnership having its principal place of business at 8 Granit Street, Petach Tikva, 49222, Israel;

Avner Oil Exploration Limited Partnership , an Israeli Limited Partnership having its principal place of business at 12 Abba Eban Boulevard, Herzlia, 46725 Israel; and

Dor Gas Exploration Limited Partnership , an Israeli limited partnership having its principal place of business at France Building, Europark, P.O. Box 10, Yakum, 60972, Israel;

(each a “ Seller ” and together the “ Sellers ”) of the one part; and

The Sellers on the one part and the Buyer on the other part are a “ Party ” to this Agreement and the Sellers and the Buyer are collectively “ Parties ” to this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS

Except where the context otherwise indicates or requires the following terms in this Agreement shall have the following meanings:

“ Cubic Meter ” or “ m 3 ” means when applied to gas that quantity of gas which at fifteen (15) degrees Celsius and at an absolute pressure of one decimal zero one three two five (1.01325) Bar and the gas being free of water vapor, occupies the volume of one (1) cubic meter, being a meter as defined in ISO 1000: 1981(E).

“ Deemed Increase Date ” means the Day immediately prior to the fourth (4 th ) anniversary of the Sellers’ Additional Conditions Date (if applicable).

“ Transportation Agreement ” means the agreement dated 13 th January 2009 between Buyer and the Transporter.

In this Agreement, Article headings and the index are inserted for convenience only and do not affect the interpretation of this Agreement; and unless the context indicates a contrary intention:

Period of Agreement and Commissioning

the fifteenth (15 th ) anniversary of the Commencement Date ; and

unless terminated earlier by either Party in accordance with the terms of this Agreement or extended in accordance with the provisions of Articles 2.1.2 and 9.5.6 (“ Contract Period ”).

Extended Contract Period: In the event that by the thirteenth (13 th ) anniversary of the Commencement Date, the Buyer notifies the Sellers in writing that it reasonably anticipates that it will not be able to take from the Sellers an aggregate quantity of Specification Gas equal to the Total Contract Quantity by the fifteenth (15 th ) anniversary of the Commencement Date, and that it requests an extension of the Contract Period, then the Contract Period will be automatically extended by an additional period commencing on the fifteenth (15 th ) anniversary of the Commencement Date and ending on the earlier of: (i) the seventeenth (17 th ) anniversary of the Commencement Date; and (ii) the date by which the Buyer will have taken from the Sellers under this Agreement an aggregate quantity of Gas equal to the Total Contract Quantity (the period from the date on which this Agreement would have come to an end and until such later date being herein called the “ Extended Contract Period ”). During the Extended Contract Period, the provisions of this Agreement (including, inter alia , the provisions of Article 9) shall continue to apply, except that any Carry Forward Aggregate which has accrued under this Agreement prior to the commencement of the Extended Contract Period shall be cancelled and shall not serve to reduce the Annual Take or Pay Quantity attributable to the Extended Contract Period.

If the Anti-trust Consent is not obtained before the Approval Date, or such condition is not waived by both Parties:

If the Governmental Approval is not obtained before the Approval Date, or such condition precedent is not waived by the Buyer:

If the PUA Approval is not obtained before the Approval Date, or such condition precedent is not waived by the Buyer:

Agreement for Sale and Purchase

Subject to the terms of this Agreement, the Sellers agree to deliver and sell and the Buyer agrees to take and pay for or, if not taken, pay for Gas, in such quantities, at such times and in such manner as shall from time to time be provided for under this Agreement.

Warranties, Covenants and Taxes

the Seller and any director, officer, employee or affiliated company of such Seller has not made, offered, or authorized and will not make, offer, or authorize with respect to the matters which are the subject of this Agreement, any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any public official (i.e., any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate (i) the applicable laws of Israel or the United States of America (including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, U.S.C. §78dd-1, et seq.); (ii) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries; or (iii) the principles described in the United Nations Convention Against Corruption, which entered into force on December 14, 2005. Each Seller shall defend, indemnify and hold the other Parties harmless from and against any and all claims, damages, losses, penalties, costs and expenses arising from or related to, any breach by such Seller of such warranty. Such indemnity obligation shall survive termination or expiration of this Agreement. Each Seller shall in good time (i) respond in reasonable detail to any notice from any other Party reasonably connected with the above-stated warranty; (ii) furnish applicable documentary support for such response upon request from such other Party; (iii) maintain adequate internal controls, properly record and report all transactions; and (iv) comply with the laws applicable to it. Each Seller acknowledges and

the Buyer and any director, officer, or employee of the Buyer or any affiliated company has not made, offered, or authorized and will not make, offer, or authorize with respect to the matters which are the subject of this Agreement, any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any public official (i.e., any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate (i) the applicable laws of Israel or the United States of America (including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, U.S.C. §78dd-1, et seq.); (ii) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered

Sellers’ Rights / Commingling and Unitization

Nothing in this Article 5 shall be construed as relieving Sellers from any of their specific obligations pursuant to this Agreement, including without limitation the requirement to comply with the pressure and quality requirements provided in this Agreement. Without derogating from the above, Sellers shall be entitled to:

Quantities and Nominations

In respect of each Day of the period commencing on the Commencement Date and ending on the Day immediately prior to the fifth (5 th ) anniversary of the Commencement Date, the DCQ shall be (**) MMBTU;

In respect of each Day of the period commencing on the fifth (5 th ) anniversary of the Commencement Date (provided such date falls within the First Period) and ending on the last Day of the First Period, the DCQ shall be (**) MMBTU; and

Except as otherwise provided for in this Agreement, the “ Maximum Hourly Quantity ” (or “ MaxHQ ”) shall be as follows:

With effect from the Additional Flow Date to be established in accordance with this Article 6.4, (but subject to any intervening occurrence of a Price Control Event) the MaxHQ will be so increased to (**) MMBTU together with the corresponding increase of the DCQ to (**) MMBTU), all in accordance with and subject to the provisions of this Article 6.4.

(i) the fourth (4 th ) anniversary of the Sellers’ Additional Conditions Date; or (ii) the last day of the Three Month Window (such earlier date, the “ Target Completion Date ”), then in respect of each Day from the Target Completion Date (as such date may be postponed due to an event of Force Majeure) until the Additional Flow Date (the “ Additional Delay Period ”), the Buyer will have the right to nominate Gas under this Agreement as if the Increase Date had occurred and the Sellers shall make reasonable endeavors to make deliveries in accordance with Buyer’s Proper Nominations and any quantities of Gas not delivered by the Sellers shall be deemed to constitute Shortfall Gas in accordance with the provisions of Article 17, and the delivery of Gas by Sellers in reduction of such quantity of Shortfall Gas from the Shortfall Aggregate shall be the Sellers’ sole liability to the Buyer and Buyer’s sole remedy in such circumstances.

For the avoidance of doubt, it is confirmed that the Buyer shall not be obliged to take amounts of Specification Gas tendered for delivery by the Sellers in excess of the amount Properly Nominated (“ Over Deliveries ”).

The Sellers shall throughout the Contract Period:

The Buyer shall throughout the Contract Period:

Exchange of Information

The expression Disclosed Information shall not include any information which (when used or disclosed) has been made public other than through a breach of this Agreement or has been or could have been lawfully acquired (other than pursuant to the provisions of this Article 8.5) by the Party or Person using the same or to whom disclosure is made.

provided, that in respect of Article 8.5.2, the disclosing Party: (i) shall keep the disclosure of Disclosed Information limited to the extent reasonably necessary for the purpose for which it is disclosed, (ii) shall wherever practicable and permissible, in advance of such disclosure (or if this is not practicable or permissible as soon as reasonably practicable or permissible thereafter), notify the other of such disclosure (and the extent thereof) and the identity of the Person(s) to whom disclosure was made, and (iii) shall so far as practicable minimize the further disclosure of the Disclosed Information.

If and to the extent that in any Contract Year during the Take or Pay Period the aggregate of the quantities of Gas taken and paid for by the Buyer under this Agreement (excluding any quantity of Gas in respect of which the Buyer shall receive a credit pursuant to Article 9.5) exceeds: (i) in respect of the period commencing on the Commencement Date and ending on the fifth (5 th ) anniversary of the Commencement Date – (**) MMBTU; (ii) in respect of the period commencing on the fifth (5 th ) anniversary of the Commencement Date until the end of the First Period – (**) MMBTU; and (iii) for the Second Period (if applicable) – (**) MMBTU; then such amount shall be classified as “ Carry Forward ” in respect of such Contract Year.

If such outstanding Make-Up Aggregate does not exceed (**) MMBTU, then on the fifteenth (15 th ) Business Day of the month immediately following the month in which such termination occurs the Sellers shall pay to the Buyer a sum of money equal to such outstanding Make-Up Aggregate multiplied by the Contract Price in force at the end of the Contract Year in which the termination occurred.

Price, Price Review and Adjustment

The Contract Price for the Price Period of 2011 ( P 2011 ) is five point zero four two US Dollars (US$5.042) per MMBTU.

For the Price Periods commencing on January 1, 2012 and ending on December 31, 2019 (i.e.: The Price Periods for the Calendar Years 2012 through 2019):

For the Price Periods from January 1, 2020 (i.e.: The Price Periods for the Calendar Years 2020 until the end of the Contract Period):

“ CPI ” means the U.S. Consumer Price Index for all Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted (Index 1982-1984 = 100) (Series ID: CUUR0000SA0), as published by the United States Department of Labor, Bureau of Labor Statistics (on the Effective Date the CPI was published at the following web site: ftp://ftp.bls.gov/pub/special.requests/cpi/cpiai.txt);

“ CPI n ” is the arithmetic average of the monthly values of the CPI for (**);

Figures for Calculation of CPI n

In the application of the formula set out in Article 10.1.2, the latest figures for the relevant period needed to calculate CPI n which are available on the last day of the Review Month shall be used (whether the same are published in final or in provisional form) and the values so obtained shall not be adjusted consequent upon such figures being subsequently published in amended form except only:

For example: if with respect to the Month the rebasing became effective the CPI is equal to 190 and the new value of the CPI for such Month calculated in accordance with the base in effect from the rebasing is equal to 100, then the conversion factor will be equal to 1.9 (190/100) and each new CPI published under the new base will be multiplied by a factor equal to 1.9.

Unavailability or Change in Basis of or Error in the CPI n

If during the Review Month, in the opinion of either Party, the CPI n :

contains an error in any of the relevant figures required to calculate the CPI n ; or

then either Party may, not later than the end of the Review Month, give notice to the other of such opinion and the Parties shall jointly endeavor to agree upon whether such opinion is valid and if so to agree upon an appropriate amendment to or replacement of the CPI n .

To the extent that the Parties have been able to agree upon an amendment to or replacement of the relevant CPI n , it shall be used in the calculation of the Contract Price for the relevant Price Period and subsequent Price Periods and shall not subsequently be amended in respect of the Price Periods for which it is used, even though the relevant CPI n subsequently becomes available or is corrected.

If the Parties are unable within thirty (30) days from the date of the notice given under Article 10.4.1, to agree whether the CPI n is so unavailable, erroneous or has been changed, the matter shall (at the request of either Party) be referred for determination to an Expert pursuant to Article 19.3.

It is agreed that a change of name of the CPI n shall not in itself be taken to be a reason for reference to an Expert under this Article 10.4.

In any determination to be made by reference to the Expert under Article 10.4.3:

If the issue referred to the Expert is the establishment of an appropriate replacement of the CPI n pursuant to Article 10.4.1(a), the Expert shall provide a replacement CPI n (being an index price or series of prices or combination of indices as close as possible in type and use to the CPI n required to be replaced, with such adjustments only thereto as may be necessary to reflect more closely the movements of such CPI n and shall in the same manner (if required) provide an appropriate value to be used as a substitute CPI 0 .

If it is agreed or determined that the circumstances set out in Article 10.4.1(b) have occurred and the Expert is requested to make an appropriate amendment or replacement, the Expert shall provide a determination to correct the error including a substitute CPI 0 if applicable.

If it is agreed or determined that the circumstances set out in Article 10.4.1(c) have occurred and the Expert is requested to make an appropriate amendment or replacement, the Expert shall make such adjustments to the CPI n (and if appropriate its substitute CPI 0 ) as may be required to restore the validity of price or index comparison over time or, if this is not possible, the Expert may substitute an alternative CPI n together with an appropriate value to be used as the CPI 0 in the manner described in Article 10.5.1.

If the Expert is of the opinion that the CPI n is only temporarily unavailable as described in Article 10.4.1(a), then Article 10.4.4 shall apply as if the Parties had agreed the same and, if the Expert is of the opinion that the CPI n has not been computed in error or has not materially changed as described in Articles 10.4.1(b) and 10.4.1(c), then the Contract Price for the Price Period in respect of which the reference to the Expert has been made shall be calculated in accordance with Article 10.1 as if no reference to the Expert had been made whereupon no subsequent reference to the Expert under Article 10.4 may be made in respect of such Price Period by such Party.

If due to the unavailability of information, Sellers are unable to calculate the CPI n , or if the Buyer has notified the Sellers that it does not agree with the Sellers’ calculation of the Contract Price within fourteen (14) Days of receipt of the Sellers’ calculation pursuant to Article 10.1.1 then:

and until the Contract Price can be calculated and subject to retrospective adjustment as hereinafter provided, the Provisional Contract Price for such Price Period shall be deemed to be the Contract Price for such Price Period for all purposes of this Agreement.

The Provisional Contract Price shall be calculated in the same manner as the Contract Price pursuant to this Article 10, but using in respect of any figure used to calculate the CPI n for use in the said formula which is not available or is the subject of dispute under this Article 10, the latest undisputed figure from the specified publication or same authority which was available prior to the disputed figure.

Once the CPI n and figures required to calculate the Contract Price for any Price Period have all become available and any dispute in respect thereof has been finally settled, the Contract Price shall be calculated for such Price Period and shall take effect retrospectively from the commencement of such Price Period and any overpayment or underpayment by the Buyer hereunder made due to the application of the Provisional Contract Price shall be shown in the next Monthly statement following calculation of the Contract Price and shall be credited to or paid by the Buyer with interest calculated at the rate of LIBOR (**) from the date of any overpayment or underpayment to the date of credit or payment (as applicable) applying the agreed or determined Contract Price for such Price Period.

The Contract Price shall be subject to review and adjustment pursuant to the terms of this Article 10.7:

the eighth (8 th ) anniversary of the Commencement Date (the “ First Price Adjustment Date ”); and

the eleventh (11 th ) anniversary of the Commencement Date (the “ Second Price Adjustment Date ”);

either Party shall be entitled, by written Notice to the other Party (the “ Price Adjustment Notice ”) to request a review of the Contract Price in accordance with the terms of this Article 10.7 (the “ Price Adjustment ”) if, in its opinion, the Contract Price as at the respective Price Adjustment Date does not represent the price appropriate for the selling to, and buying by, (**).

For the First Price Adjustment:

For the Second Price Adjustment:

“ PA 1 ” is the First Price Adjustment factor.

“ PA 2 ” is the Second Price Adjustment factor.

The First Price Adjustment (PA 1 ) shall not increase or decrease the Contract Price as at the First Price Adjustment Date by more than twenty five percent (25%) (i.e. 0.75 £ PA 1 ³ 1.25).

The Second Price Adjustment (PA 2 ) shall not increase or decrease the Contract Price as at the Second Price Adjustment Date by more than ten percent (10%) (i.e. 0.90 £ PA 2 ³ 1.10).

Billing and Payment

On the fifteenth (15 th ) Business Day after the Buyer has received the Sellers’ Monthly Statement for the preceding Month, the Buyer shall pay to each of the Sellers, or each of the Sellers shall pay to the Buyer (as the case may be), in funds available to the recipient on the day of payment, the sum set out in such Monthly Statement, excluding amounts payable on account of Value Added Tax, which shall be paid in accordance with the provisions of Article 11.4.5.

In the event of failure to pay any sum due pursuant to this Agreement which is not the subject of a dispute under Article 11.6.1 for seven (7) days from the applicable due date, then the Party to whom the same is due and owing may on fourteen (14) days prior notice to the other Party of the intention so to do, suspend delivery or receipt, as the case may be, of Specification Gas hereunder, and if such failure to pay continues

The Parties shall each have the right, upon reasonable notice and at reasonable hours, to examine the books, records and charts of the other Party relevant to this Agreement to the extent necessary to verify the accuracy of any accounting statement, charge, calculation, determination or claim made pursuant to any of the provisions of this Agreement subject to the following:

provided however, that the Sellers’ total liability with regard to any and all costs and expenses with respect to the circumstances set out in Article 12.2.4, shall be limited to (**).

The Sellers shall notify the Buyer as soon as reasonably practicable after becoming aware of any failure or anticipated failure in the quality of the Natural Gas giving details of the cause of the failure (including the type and degree of such non-conformance) and an estimate of the probable duration of the failure.

Title to Specification Gas and risk of loss of or damage to Specification Gas delivered in accordance with the terms of this Agreement shall pass from the Sellers to the Buyer at the Delivery Point and any liability in respect of such Specification Gas shall also pass at the Delivery Point.

Buyer and Sellers agree to determine measurement procedures in consultation with the relevant Transporter procedures and application of good oil and gas industry practices in accordance with the American Gas Association (or European equivalent) codes and specifications and in accordance with part 2 of Schedule 5.

Sellers shall supply, operate and maintain, or cause to be supplied, operated and maintained, suitable gas volume, pressure and temperature measuring devices, and sampling systems and analytical equipment required for collecting samples and for determining quality and composition of the Natural Gas. Such metering station will be located at or near the Delivery Point. If the Sellers supply such measuring devices, they shall do so in accordance with the American Gas Association (or European equivalent) codes and specifications and in accordance with part 2 of Schedule 5.

In the event of any dispute concerning the subject matter of this Article 15, including but not limited to, disputes over the accuracy of measuring devices, their calibration, the result of a measurement, sampling, analysis, computation or method of calculation, such dispute shall be settled in good faith as mutually agreed between the Parties and in consultation with the Transporter, if appropriate. In the absence of such agreement the dispute shall be submitted to the Expert for determination pursuant to Article 19.3.

All costs and expenses for testing and verifying Sellers’ measurement devices shall be borne by Sellers, provided that if Buyer requests testing or verification of measurement devices, the costs for such action shall be borne by Buyer unless such devices are found to be outside tolerance limits. When the services of a competent impartial authority are required and selected by mutual agreement, then the fees and charges of such authority shall be borne equally by Sellers and Buyer.

The expression “ Force Majeure ” means any event or circumstance (including (**)), which is beyond the control of the Buyer or the Sellers (as the case may be) (acting and having acted as a Reasonable and Prudent Operator) resulting in or causing:

and which failure, inability or occurrence (as applicable) could not have been prevented or overcome by the exercise by the Buyer or the Sellers (as the case may be) of such action as would have been taken by a Reasonable and Prudent Operator.

For the avoidance of doubt, changes in market conditions, including changes that directly or indirectly affect the demand for or price of electricity and/or Gas, including inter alia, loss of customers, shall not constitute a Force Majeure event.

Notwithstanding anything in Article 16.1 (and without prejudice to the generality thereof):

Notwithstanding anything in Article 16.1 (and without prejudice to the generality thereof) failure by either the Buyer or the Sellers (as the case may be) to pay money which is due shall not be treated as being Force Majeure or caused thereby unless such failure was due to Force Majeure affecting all reasonable means of payment in which event upon the cessation of such Force Majeure the Buyer or the Sellers (as the case may be) shall pay in addition to the above, interest on any amounts due hereunder at the rate of LIBOR (**) calculated from the due date to the date of payment.

The Buyer or the Sellers (as the case may be) shall, subject to Article 16.5 and Article 16.6, be relieved from liability under this Agreement as follows:

transport or have transported in the Downstream System to any of Buyer’s Facilities the whole or any part of the Natural Gas which was to have been transported therein (pursuant to the Transportation Agreement) owing to

Relief under Article 16.4 shall not be given to the Buyer or the Sellers unless such Party has:

As soon as practicable after the occurrence of an event of Force Majeure, the Party claiming relief shall take all reasonable steps necessary in the applicable circumstances to remedy the failure, inability or occurrence. Relief under this Article 16 shall cease to be available if the

Party claiming relief (or, as applicable, such third party) fails to so take all necessary steps in the applicable circumstances to remedy the failure, inability or occurrence but such Party claiming relief shall not be obliged to settle any labor dispute except, in such manner as it shall in its own judgment consider fit.

Upon request from the other, the Party claiming relief shall as soon as reasonably possible to the extent it is entitled to do so give or procure access or if it is not so entitled shall use reasonable endeavors to procure access (subject in each case to operational constraints) for a reasonable number of representatives of the other Party to examine the scene (if any) of the event or circumstance causing the failure, inability or occurrence (such access to be at the sole risk and cost of the Party seeking access).

If by reason of an event of Force Majeure any Party (“ Affected Party ”) is unable to perform any material obligation required to be performed under this Agreement and such inability to perform continues for a period of (**), the other Party may terminate this Agreement by giving at least ninety (90) days’ notice in writing to the Affected Party at the expiry of which this Agreement will terminate without prejudice to any rights of the Parties that have accrued prior to the date of termination.

(i) (**) MMBTU if the quantity taken by the Buyer in the preceding Hour was equal to or lower than (**) MMBTU; (ii) (**) MMBTU if the quantity taken by the Buyer in the preceding Hour was higher than (**) MMBTU (**) or (**) MMBTU if the quantity taken by the Buyer in the preceding Hour was higher than (**) MMBTU (**).

Assignment and Security Interests

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the substantive laws of Israel. In resolving any Dispute, the Expert or the arbitrator(s) shall take into account international petroleum industry practices.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including without limitation any issue regarding the existence, validity, enforceability, interpretation, application, performance, breach, formation or termination of this Agreement (each a “ Dispute ”), shall be resolved exclusively and finally in accordance with the provisions of this Article 19.

The procedure for the appointment of the Expert shall be as follows:

Security and Credit Cover

Dor Gas Exploration Limited Partnership (in this Article 20, “ Dor ”) shall provide and maintain Credit Cover for the benefit of the Buyer, as follows:

Relationship and Sellers’ Coordinator

Each of the Parties is subject to civil and commercial law with respect to its obligations under this Agreement, and the signing and performance of this Agreement by such Party constitute private and commercial acts rather than governmental and public acts. Each of the Parties irrevocably represents, warrants and agrees that this Agreement is a commercial rather than a public or governmental activity and that each such Party is not entitled to claim immunity from legal proceedings with respect to itself or any of its assets on the grounds of sovereignty or otherwise under any law or in any jurisdiction where an action may be brought for the enforcement of any of the obligations arising under or relating to this Agreement. To the extent that any of the Parties or any of their assets has or hereafter may acquire any right to immunity from set-off, legal proceedings, attachment prior to judgment, other attachment or execution of judgment on the grounds of sovereignty or otherwise, such Party irrevocably waives such rights to immunity in respect of its obligations arising under or relating to this Agreement.

Each Party shall be entitled to perform any of its obligations under this Agreement by procuring that such obligations are performed on its behalf by a third party, but such Party shall remain responsible to the other for the due performance of such obligations and for any failure or non-performance of such third party or any operator agents contractors or employees of such third party, as if such Party itself had failed to fulfill the relevant obligations.

No waiver by any Party of any default or defaults by the other in the performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any other or further default or defaults, whether of a like or different character.

This Agreement shall bind and inure to the benefit of the Buyer and each of the Sellers and their respective successors and permitted assigns.

This Agreement shall constitute the entire agreement between the Parties as to the matters addressed herein and shall supersede and take the place of all documents, minutes of meetings, letters or notes which may be in existence at the date hereof, and of all written or oral statements, representations and warranties which may have been made by or on behalf of the Parties as to such matters.

The provisions of Article 8.5, Article 11 (to the extent necessary to finalize accounts) and Article 19 shall survive the termination of this Agreement.

[Remainder of this page intentionally left blank, signature page to follow]

IN WITNESS of their agreement, each of the Parties have caused their respective duly authorized representative to sign this instrument in Tel Aviv, on March 14, 2012.

THE ISRAEL ELECTRIC

Name: Eli Glickman

Title: President & CEO

Name: Harel Blinde

Title: Senior Vice President & CFO

Name: Lawson Freeman

Title: Vice President

/s/ Lawson Freeman

AVNER OIL EXPLORATION

Avner Oil and Gas Limited, General Partner

Name: Gideon Tadmor

Title: CEO & Director

/s/ Gideon Tadmor

Name: Gabriel Last

DELEK DRILLING LIMITED

Delek Drilling Management (1993) Ltd., General Partner

Name: Gideon Tadmor

/s/ Gideon Tadmor

ISRAMCO NEGEV-2 LIMITED

Isramco Oil and Gas Ltd., General Partner

Name: Avi Geffen

DOR GAS EXPLORATION LIMITED

Alon Gas Exploration Management Ltd. General Partner

Name: Eli Misgav

Name: Zvi Greenfeld

/s/ Zvi Greenfeld

Sellers’ Petroleum Rights

Petroleum Lease I/12 “Tamar” granted on December 2, 2009 pursuant to section 26 of the Petroleum Law, 5712-1952.

Seller’s Percentages and Sellers’ Interest

Noble Energy Mediterranean Ltd.

Delek Drilling Limited Partnership

Avner Oil Exploration Limited Partnership

Isramco Negev2 Limited Partnership

Dor Gas Exploration Limited Partnership

100.000 %

Joint Operating Agreement dated November 16, 1999, as amended, governing Sellers’ Petroleum Rights

List of Charges on Sellers’ Petroleum Rights

Specification for Gas Quality

Natural Gas tendered for delivery under this Agreement shall at the Delivery Point comply with the following requirements and the requirements of the Transporter as at the date of this Agreement.

Gas analysis shall be used for further calculations at the Metering Line Flow Computer:

Table 1: Parameters limits

Water Dew Point (WDP)

At any pressure up to and including 80 bar (g)

Hydrocarbon Dew Point (HCDP)

At any pressure up to and including 80 bar(g)

Total Sulphur (as S)

Hydrogen Sulphide (as H2S)

Total Inerts [N2+CO2+Ar]

< 100 (ppm volume) (j)

Table 1 (cont.): Parameters limits

Higher Heating Value

@ 15/15 o C & 101.325 Kpa

@ 15/15 o C & 101.325 Kpa

Supplied gas temperature

at least 10.0 o C above the actual WDP at least 5.0 o C above the actual HCDP and at least 10.0 o C at the PRMS Eshkol inlet

Seller shall supply sufficient pressure to allow nominated gas volumes to enter the INGL, transportation system, subject to the maximum pressure not exceeding 80 bar at the Delivery Point.

bar(a) —

a) Water Dew Point (WDP)

Moisture shall be measured continuously according to ASTM D 5454 —using a water concentration analyzer. The sensor should operate at a fixed controlled temperature greater than the maximum gas stream temperature. The gas sample stream should operate at a controlled pressure no greater than 3 bar (g). Calculation of WDP from the measured water concentration shall be based on equations (or commercial calculators) which produce results that are in agreement with the data given in table C.1 of appendix C to ISO 18543:2004; Natural gas — Correlation between water content and water dew point. Direct measurement of WDP according to ISO 6327-1981 (E) is permitted. Manual measurement according to ASTM D 1142 (chilled mirror) shall be the reference method.

b) Hydrocarbon Dew Point (HCDP)

HCDP shall be measured continuously by a chilled mirror instrument working in pressure ranges of 28 ± 3 bar(g), capable of measuring HCDP up to +20 deg C. Manual measurement according to ASTM D 1142 shall be the reference method.

Gas chromatographic laboratory analysis complying with ISO 23874 (and measuring until C 12 ) may serve for research purposes.

c) Total Sulfur and Sulfur species.

Total Sulfur shall be analyzed quarterly in a certified laboratory during the first year of supply. Sulfur species concentrations shall be identified and compared with the concentration of total sulfur. After typical values are determined and no corrosive sulfur is present—then the frequency can be lowered (twice a year in the second year and annually afterwards).

If, however, concentrations greater than 6 mg/m3 of COS or RHS or any corrosive sulfur species (as S) shall be found at any time then total Sulfur shall be measured continuously using an ASTM standard (ASTM D7493 or ASTM D7165 – 10).

A full laboratory Sulfur species analysis shall be performed with any significant change of gas quality.

d) Hydrogen Sulphide

H2S shall be continuously monitored by automatic instruments complying with ASTM D4084 (Lead acetate reaction rate method).

e, f & g) Oxygen and Total Inerts (N2+CO2+Ar)

N2, O2, Ar & CO2 shall be continuously measured by a GC with a lower detection limit not greater 0.005 % mole, using Helium as a carrier and a suitable column to split N2 and O2.

The limiting value for Oxygen in Table 1 is required during normal operations. Higher values are allowed during commissioning of new pipelines. Such values and durations of irregularity shall be agreed upon by all parties before commissioning.

Methane (and all typical natural gas components) shall be continuously monitored by GC according to ISO 6974-5. The limiting values of Table 1 are valid for the normal routine.

No free liquid glycol shall be detected while determining the water and/or hydrocarbon dew point using the Bureau of Mines/chilled mirror device.

Analysis for methanol content will only be required during periods when methanol is being injected for operational reasons. Buyer will be advised when used. Methanol content will be determined using a mutually agreed procedure. .

k) Higher Heating Value

Higher Heating Value—means the superior calorific value calculated as described in ISO: 6976: 1995 (E) of one Cubic Meter of Natural Gas at the reference condition of 15/15 Degrees Celsius and 1.01325 Bar(a) for the actual natural gas in the real state. Full precision, definitive mode shall be used.

Wobbe Index shall be calculated according to ISO: 6976: 1995 (E) at the reference condition of 15/15 Degrees Celsius and 1.01325 Bar (a) for the actual natural gas in the real state.

Specification for Measurement

Measurements Codes & Specifications

Measuring devices shall be installed in accordance with the latest edition (at the time of installation) of American Gas Association standards AGA 7, AGA 8, AGA 9, AGA 10, and API 21.1. Chemical analyses shall be performed in accordance with ASTM, GPA or ISO/European equivalent mentioned in this document.

1. The measurement system shall be designed with sufficient redundancy (3x50 %) such that the failure of a single meter run does not shut down the whole measurement system. Each of these meter runs shall incorporate a single turbine meter and a single multipath ultrasonic meter in series in full compliance with above listed standards.

Double block and bleed valves shall be provided upstream and downstream of each meter run to allow switching from one run to another without compromising measurement performance and to ensure no gas bypasses the intended meter runs.

2. Each custody transfer meter run shall also include adequate flow conditioning meeting manufacturers’ recommendations and the recommendations of the appropriate AGA standard. Flow conditioning must also eliminate the possibility of one meter affecting the performance of the other meter in series.

3. Each measurement system shall include an on-stream analyzer (gas chromatograph) and its associated sampling, calibration and carrier gas equipment. Where significant ultrasonic noise exists, “U” shaped piping shall be included upstream and downstream of the ultrasonic meter to isolate the meter from the noise.

“Significant” noise shall be as defined in AGA Report No. 9, meaning noise levels sufficient to degrade meter performance significantly.

4. The primary components of the metering system, turbine meter, and ultrasonic meter, flow computer and gas chromatograph, should have approval for custody transfer by Nederlands Meetinstituut (NMi) or equivalent

5 The entire system must meet appropriate standards reflecting the area classification for the skid location, but Class 1 Group D Division II at a minimum.

6. The meters should be operated within the manufacturers recommended specific flow range and operating conditions to achieve the desired accuracy and normal life time.

7. The Sellers shall submit lists of selected equipment, drawings, standards and certifications of the selected equipment for measuring at the delivery points.

8. Seller shall nominate which volume metering device is to be utilised as the primary device (for custody transfer) and which device is to be utilised as the secondary (check) device.

9. Total measurement uncertainty of energy shall be +/-1% and shall be calculated according to ISO 5168.

The seller shall demonstrate that the metering system meets the agreed upon total uncertainty and the individual total uncertainties of the separate components.

1. Each meter shall be flow certified prior to final delivery to Israel by an internationally recognized flow facility. During certification, the entire engineered meter run assembly shall be certified, at high pressure, in the exact configuration as the final installed configuration.

The Sellers shall invite the Buyer and the Transporter to witness onsite calibrations and/or verification of measurements by giving seven days notice, and shall make necessary arrangements for the participation of the Buyer/ Transporter or their formal representative. Buyer and Transporter will be responsible for all costs associated with the attendance of their personnel or representatives.

2. Once in normal operation, turbine meters will need to be recertified whenever their performance is suspect, whenever they fail spin tests or whenever they have been repaired. Ultrasonic meters are not generally recertified unless internal physical dimensions or transducer types are altered.

3. The results of the flow certifications and instrument calibrations shall be available upon request, together with a statement of conditions under which the calibration took place.

Collected continuously & reported quarterly.

Difference of greater than 1/2% shall be reported within 7 days, differences greater than 1% will also require a plan for remediation to be submitted by the Seller’

Daily - By local automatic reference gas mixture.

Quarterly - By analysis of a reference gas mixture (not in current use as calibration).

All reference gas mixtures shall be certified by an accredited calibration laboratory.

Moisture analyzer Monthly HCDP analyzer Monthly H 2 S analyzer Monthly

4. Calibration procedures shall be updated for new installation and transmitted to the Buyer and the Transporter. A report shall be sent to the Buyer and the Transporter following every calibration.

Requirements for Off-Line measurements

1. Verification of the accuracy of online chemical parameter measurements (from which physical property are determined) shall be carried out according to the instructions of the instrument’s manufacturers. Where such instructions are missing or where they are found to be not sufficient, then by means of laboratory analysis of samples taken at appropriate time intervals and at least Quarterly (and where statutory requirements exist according to such requirements). In the event of discrepancy between the online facilities and the laboratory analysis, the measurement equipment shall be recalibrated. Shippers, Sellers and Transporters shall be notified should the discrepancy force a change in future or previous calculations of +/- 1/4% or greater.

The Israel Electric Corporation Limited

Notwithstanding anything to the contrary or otherwise contained in this Guaranty, it is hereby expressly stipulated that the Guarantor’s total liability hereunder shall be subject to the limitations of liabilities applicable to the Debtor included in Article Article 17 of the GSPA.

IN WITNESS WHEREOF , Signed in this day of in the year

Form of Payment Demand

THE ISRAEL ELECTRIC CORPORATION LIMITED

Re: Payment Demand pursuant to your Guarantee

No. (the “Guarantee”) dated

I THE UNDERSIGNED the Chief Executive Officer [or Chief Financial Officer], of Israel Electric Corporation Limited (“IEC”) hereby demand payment on behalf of IEC of the sum of US Dollars (US$ ) under the above Guarantee.

I hereby confirm and certify that –

SIGNED, this day of , in the year

CEO / CFO of the Israel Electric Corporation Limited

Form of Bank Guarantee

The Israel Electric Corporation Limited

Bank Guarantee No .

1. At the request of [[Dor Gas Exploration Limited Partnership] (“Debtor”) we hereby unconditionally and irrevocably guarantee the payment to The Israel Electric Corporation Limited (“IEC”) of all amounts which the Debtor owes to IEC pursuant to the Gas Sale and Purchase Agreement dated [ insert Date ] between the Debtor and others and IEC (“GSPA”), up to the total sum of [ insert Amount ] in the aggregate (“Guarantee Amount”).

2. Accordingly, we hereby undertake to pay IEC within [seven (7)] banking days any amount, not exceeding in the aggregate the Guarantee Amount, which IEC claims from us from time to time, but prior to the Expiry Time, by written demand substantially in the form set out in Appendix A (“Payment Demand”). Except for the Payment Demand, IEC will not be required to provide any proof or other justification to its claim hereunder or to substantiate its demand in any way nor will it be required to first seek payment of the amount claimed from the Debtor or any other person.

3. This Guarantee is not assignable or transferable.

4. This Guarantee shall be governed by Israeli Law and the courts of Israel shall have exclusive jurisdiction in all matters arising therefrom.

5. This Guarantee shall remain in force from the date hereof until noon on [ ] (“Expiry Time”), whereupon this Guarantee shall expire and become null and void and have no further force or effect. Any Payment Demand must be delivered to us at the above address of our branch, by not later than the Expiry Time. Any Payment Demand submitted to us after the Expiry Time will not be entertained.

IN WITNESS WHEREOF, Signed in this day of in the year

Form of Payment Demand

THE ISRAEL ELECTRIC CORPORATION LIMITED

Re: Payment Demand pursuant to your Bank Guarantee

No. (the “Guarantee”) dated

I THE UNDERSIGNED the Chief Executive Officer [or Chief Financial Officer], of Israel Electric Corporation Limited (“IEC”) hereby demand payment on behalf of IEC of the sum of US Dollars (US$ ) under the above Guarantee.

I hereby confirm and certify that –

(i) the above amount claimed by IEC in this Payment Demand is undisputed and is due and payable to IEC by the Debtor under the Gas Sale and Purchase Agreement dated [ Insert Date ] between the Debtor and others and IEC (the “GSPA”), or has been determined as due to IEC pursuant to Article 19 of the GSPA, and is unpaid as of the time that this Payment Demand is delivered to you; and

(ii) IEC has given the Debtor not less than seven (7) days written notice of its intention to demand payment of the above amount under the Guarantee in accordance with Article 20.1.5 of the GSPA.

SIGNED, this day of , in the year

CEO / CFO of The Israel Electric Corporation Limited

Form of Letter of Credit

THE ISRAEL ELECTRIC CORPORATION LIMITED

RE: IRREVOCABLE STANDBY LETTER OF CREDIT NO. (insert number)

AT THE REQUEST OF [DOR GAS EXPLORATION LIMITED PARTNERSHIP] (“DEBTOR”) WE, ( full name and address of issuing bank ), HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. IN YOUR FAVOUR TO GUARANTEE THE PAYMENT TO THE ISRAEL ELECTRIC CORPORATION LIMITED (‘IEC”) OF ALL AMOUNTS WHICH THE DEBTOR OWES TO IEC PURSUANT TO THE GAS SALE AND PURCHASE AGREEMENT DATED [ insert date ] BETWEEN THE DEBTOR AND OTHERS AND IEC (“GSPA”), UP TO THE TOTAL SUM OF [USD ] (US DOLLARS MILLION) IN THE AGGREGATE (“GUARANTEE AMOUNT”).

ACCORDINGLY, WE ( full name of issuing bank ), HEREBY UNDERTAKE TO PAY IEC WITHIN FOURTEEN (14) BANKING DAYS ANY AMOUNT, NOT EXCEEDING IN THE AGGREGATE THE GUARANTEE AMOUNT, WHICH IEC CLAIMS FROM US FROM TIME TO TIME, BUT PRIOR TO THE EXPIRY TIME, BY WRITTEN DEMAND AS FOLLOWS:

THE ISRAEL ELECTRIC CORPORATION LIMITED

(Full name and address of the issuing bank)

RE: PAYMENY DEMAND PURSUANT TO YOUR STANDBY LETTER OF

CREDIT NO. DATED

I THE UNDERSIGNED THE CHIEF EXECUTIVE OFFICER (OR CHIEF FINANCIAL OFFICER), OF THE ISRAEL ELECTRIC CORPORATION LIMITED (“IEC”) HEREBY DEMAND PAYMENT ON BEHALF OF IEC OF THE SUM OF US DOLLARS (US $ ) UNDER THE ABOVE STANDBY LETTER OF CREDIT.

I HEREBY CONFIRM AND CERTIFY THAT –

(I) THE ABOVE AMOUNT CLAIMED BY IEC IN THIS PAYMENT DEMAND IS UNDISPUTED AND IS DUE AND PAYABLE TO IEC BY [DOR GAS EXPLORATION LIMITED PARTNERSHIP] (the “DEBTOR”) UNDER THE GAS SALE AND PURCHASE AGREEMENT DATED [ insert date ] BETWEEN THE DEBTOR AND OTHERS AND IEC (“GSPA”), OR HAS BEEN DETERMINED AS DUE TO IEC PURSUANT TO ARTICLE 19 OF THE GSPA, AND IS UNPAID AS OF THE TIME THAT THIS PAYMENT DEMAND IS DELIVERED TO YOU; AND THAT

(II) IEC HAS GIVEN THE DEBTOR NOT LESS THAN SEVEN (7) DAYS WRITTEN NOTICE OF ITS INTENTION TO DEMAND PAYMENT OF THE ABOVE AMOUNT UNDER THE STANDBY LETTER OF CREDIT IN ACCORDANCE WITH ARTICLE 20.1.5 OF THE GSPA.

SIGNED, THIS DAY OF , IN THE YEAR

CEO/CFO OF THE ISRAEL ELECTRIC CORPORATION LIMITED

EXCEPT FOR THE PAYMENT DEMAND IEC WILL NOT BE REQUIRED TO PROVIDE ANY PROOF OR OTHER JUSTIFICATION TO ITS CLAIM HEREUNDER OR TO SUBSTANTIATE ITS DEMAND IN ANY WAY NOR WILL IT BE REQUIRED TO FIRST SEEK PAYMENT OF THE AMOUNT CLAIMED FROM THE DEBTOR OR ANY OTHER PERSON.

THIS STANDBY LETTER OF CREDIT IS NEITHER ASSIGNABLE NOR TRANSFERABLE.

THIS STANDBY LETTER OF CREDIT IS SUBJECT TO UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500.

THIS STANDBY LETTER OF CREDIT IS AVAILABLE WITH US AND SHALL REMAIN IN FORCE FROM THE DATE HEREOF UNTIL NOON ON ( insert validity date ) (“EXPIRY TIME”), WHEREUPON THIS STANDBY LETTER OF CREDIT SHALL EXPIRE AND BECOME NULL AND VOID AND HAVE NO FURTHER FORCE OR EFFECT WHETHER OR NOT THIS INSTRUMENT HAS BEEN RETURNED TO US FOR CANCELLATION. ANY PAYMENT DEMAND MUST BE DELIVERED TO US AT THE ABOVE ADDRESS OF OUR BRANCH, BY NOT LATER THAN THE EXPIRY TIME. ANY PAYMENT DEMAND SUBMITTED TO US AFTER THE EXPIRY TIME WILL NOT BE ENTERTAINED.

ASHDOD DELIVERY POINT DIAGRAM

FORM OF BUYER’S CONSENT

(**) [8 Pages Redacted]

Reference:
Security Exchange Commission - Edgar Database, EX-10.1 2 d384852dex101.htm GAS SALE AND PURCHASE AGREEMENT, Viewed September 16, 2022, View Source on SEC.

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