Notes From JV Agreement Between NGMC and Petrotrans

NOTES FROM JV AGREEMENT BETWEEN NGMC AND PETROTRANS
1. Petrotrans for the time being would assume full responsibility for securing the
Financing and the execution of the Business objectives on a perform or perish basis.
2. Business Plan to be developed for the business strategy and implementation

schedule for marketing and distribution of gas in the Gas Distribution Area (GDA) as
developed by Petrotrans and approved by the Management Committee within Sixty
(60) days of the execution of the JV agreement. The agreement was executed on
14th July, 2022 hence the Business Plan is due on or before 13th September, 2022.
3. Equity Financing to be sourced by Petrotrans shall be approved by the Management

Committee for the implementation of the Business objectives.
4. Funding Plan is the detailed financing plan to be prepared by Funding Party

(Petrotrans) no later than Sixty (60) days after the Execution Date, or at such other
agreed time during the term of this Agreement, which would be reviewed and
approved by the Management Committee for the execution and implementation of
the Business objectives.
5. Operatorship Agreement to be executed by the Parties not more than three (3)
months from the Execution Date or such other period the parties may agree, setting
out the terms of the Funding Plan as well as Operations Plan for the day-to-day
operations and management of the operation of the Gas distribution facilities and
the pipelines to be constructed pursuant to this Agreement.
6. Operations Plan is the plan for the operation of the Gas distribution facility which
shall be developed by the Operator(s) in tandem with the execution of the
Operatorship Agreement, within three (3) months from the Execution Date, and
which is reviewed and approved by the Management Committee to ensure the safe
and efficient operation, management and maintenance of the Gas distribution
facility.
The Operations Plan shall amongst others set out effective and realistic plan for Gas
sourcing and transportation, health, safety and environmental compliance issues,
operational excellence and all other ancillary activities that are necessary for
implementing the Business objective as may be necessary, preparation and delivery
of regular reports to Parties, review and implementation of any decommissioning
plan as approved by the Management committee, and as required, updates to the
Business Plan or Business objectives and preparation of all budgets.
1
7. The Agreement shall come into force and be binding on the Parties with effect from
the Execution Date.
8. “Term” means the duration of this Agreement which shall take effect from the
Execution Date and unless terminated pursuant to Clause 11 of the Agreement
which remain valid for a period of Ten (10) years or such other period as may be
mutually agreed by the Parties in writing.
9. The name of the JV is “NGMC-PETROTRANS Kaduna North, Igabi and environs of

Kaduna State Gas Distribution JV”.
10. The JV is not a corporation, limited liability company, a partnership, agency or any
other legal entity.
11. The Appendix 1 (Financing Model) shall be subject to periodic review by the parties,
as required, in order to meet the realistic market requirements for distribution of
Natural Gas during any particular period.
12. The Business Plan shall be a Yearly Business Plan and shall be revised and amended
in writing as required by the Parties annually and submitted to the Management
Committee for formal approval after each such amendment.
13. All letters, notices, emails and all such correspondence by a party under this
Agreement and from any Third Party shall be concurrently copied to the other Party.
14. Both NGMC and Petrotrans shall be named as parties to all end customer Gas supply
agreements.
15. A standing committee (referred to as the “Management Committee”) shall be

established and formally inaugurated no later than Thirty (30) days after execution
of this Agreement and will comprise of three (3) representatives of each party (See
Clause 7.1).
16. The Agreement can be mutually extended or reviewed as specified in Clause 12.2.

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NOTES FROM JV AGREEMENT BETWEEN NGMC AND PETROTRANS

2. Business Plan to be developed for the business strategy and implementation

3. Equity Financing to be sourced by Petrotrans shall be approved by the Management

4. Funding Plan is the detailed financing plan to be prepared by Funding Party

9. The name of the JV is “NGMC-PETROTRANS Kaduna North, Igabi and environs of

15. A standing committee (referred to as the “Management Committee”) shall be

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