Section 41: Interpretation

(1) In this Act, unless the context otherwise requires-
"access code" means an access code applying to all gas transportation agreements for transportation of natural gas in the pipeline system other than foundation gas transportation agreements, agreed by the Company and the WAGP Authority;
"accounting principles" means principles for accounting which are in accordance with international accounting standards, on an accrual basis (as opposed to cash) unless otherwise specifically provided in the International Project Agreement, with revenues attributed to the accounting period in which they are earned, and costs and expenses to the accounting period in which they are incurred without the need to consider when the amount is received or disbursed in connection with a particular transaction and costs and expenses deemed to have been incurred, in the case of physical items, in the accounting period when title passes, and in the case of services, in the accounting period when such services are performed;
"administrative fees" means any fees, charges or other imposts which are imposed or charged for services, materials or rights provided or granted by any State or State authority;
"affiliate" means, with respect to a person, any other person (or two or more persons acting together) that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with that person, or who possesses or possess directly or indirectly, the power to direct or cause the direction of the management and policies of that person, whether through the ownership of voting securities, by contract, by law or otherwise;
"agreed fiscal regime" means the regime mentioned in Section 23 of this Act and set out in the First Schedule to this Act;
"approval to operate" means an approval to operate the pipeline system given by the WAGP Authority to the Company in accordance with the International Project Agreement;
"Approved Pipeline Development Plan" means the Pipeline Development Plan which is approved by the WAGP Authority in accordance with the International Project Agreement, as it may be amended from time to time by the Company and the WAGP Authority;
"buyer" means a purchaser from a shipper of the natural gas which has been or is to be transported through the pipeline system;
"commercial agreements" means the gas purchase agreements, gas sales agreements, gas transportation agreements, interconnection agreements and credit security agreements defined as Commercial Agreements in the International Project Agreement;
"Commission" means Corporate Affairs Commission established under Section 1 of the Companies and Allied Matters Act 1990;
"Committee of Ministers" means the committee established in accordance with Article X (I) of the WAGP treaty;
"Company" means the West African Gas Pipeline Company Limited;
"Constitution" means the Constitution of the Federal Republic of Nigeria 1999;
"construction commitment date" has the meaning given to it in the International Project Agreement;
"Corporation" means the Nigerian National Petroleum Corporation established under the Nigerian National Petroleum Corporation Act 1990 and any of its wholly owned subsidiaries;
"debt" means any actual obligation (whether present or future, secured or unsecured) for the payment or repayment of money (excluding contingent liabilities, amounts owing to trade creditors, and other liabilities incurred in the ordinary course of business);
"ELPS" means the Escravos - Lagos Pipeline System located in Nigeria;
"enabling legislation" has the meaning given to it in the International Project Agreement;
"environmental impact assessment" has the meaning given to it in the international Project Agreement and the Environmental Impact Assessment Act 1992;
"exempt goods list" means the list agreed by the Company and the WAGP Authority in accordance with Clause 29.13 of the International Project Agreement, and includes any amendments to that list agreed from time to time;
"fiscal laws" means laws in force in a State applying in respect of the Project and governing the fiscal topics addressed in the Agreed Fiscal Regime (including, to the extent applicable, this Act);
"foreign currency" means any freely convertible currency. including US dollars, that is the lawful currency of a State (other than the lawful currency of any of the States);
"foundation gas transportation agreement" has the meaning given to it in the International Project Agreement;
"gas transportation agreement" means an agreement between a person and the Company for the transportation by the Company on behalf of that person of natural gas through the pipeline system:
"Government" means the Federal Government of the Federal Republic of Nigeria;
"interest" includes all other forms of return in respect of a debt claim (other than repayment of the debt). including, for the avoidance of doubt, discounts. fees and charges;
"International Project Agreement" means the international project agreement made between the Republic of Benin, the Republic of Ghana, the Federal Republic of Nigeria, the Republic of Togo and the West African Gas Pipeline Company concerning the West African Gas Pipeline Project;
"Legislature" means the National Assembly of Nigeria;
"Minister" means the Minister for the time being charged with responsibility for petroleum;
"natural gas" means any hydrocarbons (or a mixture of hydrocarbons and other gases) which at a temperature of 60 degrees Fahrenheit and at atmospheric pressure are predominantly in a gaseous state;
"Nigeria" means either the Federal Republic of Nigeria or the territory of the Federal Republic of Nigeria. as the context may require;
"Non-WAGP Regime" means the legislation. regulations. principles of interpretation and application and any other features of the system of taxation applicable either generally or specifically in Nigeria. as amended. modified or enacted from time to time, which is not legislation introducing, amending. modifying, re-enacting or consolidating the agreed fiscal regime;
"Pipeline Development Plan" means lire development plan for the pipeline system prepared in accordance with the International Project Agreement;
"pipeline licences" has the meaning given to it ill the International Project Agreement;
"pipeline system" means a Natural gas pipeline running from the ELPS, through Benin and Togo, to a terminus initially near Takoradi, Ghana to be developed. built. operated and maintained by the Company under the terms of the International Project Agreement together with ancillary permanent facilities which are needed for the construction and operation thereof (including compression stations, metering stations, valve stations. pig launching and receiving stations and Supervisory Control and Data Acquisition systems (SCADA) and includes any extension or expansion.
"Project" or "West African Gas Pipeline Project" means the development of specifications, feasibility and market studies, design. financing. construction, ownership, operation and maintenance of the pipeline system;
"project activities" means activities undertaken within one or more of the States by a WAGP Company, the shareholders or the Project contractors in connection with the implementation of the Project;
"project authorisations" means all rights, penalties, licences, consents, permissions, exemptions and approvals (including those identified in detail in the Approved Pipeline Development PIan) which are needed by a WAGP Company or a Project contractor for the successful implementation of me Project. or to fulfill commitments made under me commercial agreements or for the exercise of any of me rights of me Company under the International Project Agreement, and includes the pipeline licences;
"Project Contractors" means any contractors, sub-contractors, advisers or agents of the Company engaged in connection with the implementation of the Project;
"Project rights" means all of the rights, entitlements and benefits conferred on the Company by the International Project Agreement, including the right of the Company to be issued the Project Authorisations and to implement the Project in accordance with the terms of the International Project Agreement;
"relevant Minister" means the Minister of each State from time to time having power to make regulations under the enabling legislation;
"rules of procedure" means the rules of procedure to be established by the Relevant Ministers in accordance with Article VI of the WAGP Treaty;
"SCADA" means Supervisory Control and Data Acquisition System;
"sellers" means the sellers of natural gas which has been or is to be transported through all or part of the pipeline system;
"shareholders" means-
(a) the Chevron Texaco West African Gas Pipeline Company Limited;
(b) the Nigerian National Petroleum Corporation;
(c) the Shell Overseas Holding Limited;
(d) the Takoradi Power Company Limited and subject to me exercise of existing options to take up shares in the Company
(e) Societe Beninoise de Gaz S.A.; and
(f) SocieteTogolaise de Gaz S.A.,
and their successors and assigns each a "shareholder";
"shipper" means a person who enters into a gas transportation agreement with the Company;
"State authorities" means the Government and each aspect thereof at every level, including central, regional and local authorities or bodies. and all non-judicial instrumentalities. statutory bodies, taxing authorities, branches and subdivisions of any of the foregoing, and any entity which is directly or indirectly controlled by Nigeria or one or more State Authorities; and includes the State Environmental Protection Authorities, the Tax Authority of Nigeria and the Technical Authority;
"State Environmental Protection Authorities" include-
(a) the Federal Ministry of government;
(b) the environmental section of the Department of Petroleum Resources of Ministry of Petroleum Resources;
(c) the Lagos State Environmental Protection Agency;
(d) the Ministry of Environment and Physical Planning of Lagos State;
(e) the Ogun State Environmental Protection Agency;
(f) the section or department of the Office of the Governor of Ogun State having responsibility for environmental matters; and
(g) the environmental section of the National inland Waterways Authority;
"States" means Benin, Ghana, Nigeria and Togo, each a "State”;
"Steering Committee" has the meaning given to it in the International Project Agreement;
"tax" or "taxes" means any existing or future taxes, levies, duties. customs, imposts, contributions (such as social fund and compulsory medical insurance contributions). fees, assessments or other similar Charges payable to or imposed by Nigeria-or a State Authority, but does include Administrative Fees to the extent that they do not exceed a reasonable amount for the services, materials or rights provided or granted;
"tax authority" means-
(a) in respect of Benin. the Direction Generale des Imports.
(b) in respect of Ghana-
(i) in respect of value added tax. the Value Added Tax Service;
(ii) in respect of customs and excise duties. the Customs. Excise and Preventive Service, or
(iii) in respect of Income Tax or any other Tax matter, the Internal Revenue Service;
(c) in respect of Nigeria-
(i) in respect of income tax and valued added tax, the Federal Inland Revenue Service, and
(ii) in respect of customs and excise duties, the Nigerian Customs Service, and
(d) in respect of Togo, the Direction Generale des Imports, or in each case, their successor bodies;
"tax year" means a period of one year beginning on 1st January and ending on 31st December;
"Technical Authority" means the Ministry of Petroleum Resources;
"US dollars" or "USS" means the lawful currency of the United States of America;
"WAGP activities" include any activity of the Company or any subsidiary of the Company which-
(a) are engaged in by the Company or its subsidiary in relation to the pipeline system business or for the purpose of furthering the West African Gas Pipeline system business, or
(b) are agreed by the Company and the WAGP Authority to be a WAGP Activity, but shall not include-
(i) the operation of local distribution companies, or
(ii) any other activity agreed by the Company and the WAGP Authority not to be a WAGP Activity; "WAGP Company" means the Company and any wholly owned subsidiary of the Company which is the subject of a notification to the WAGP Authority and the tax authorities in accordance with the International Project Agreement;
"WAGP Income" has the meaning given to it in paragraph 7 of the First Schedule to this Act;
"WAGP Treaty" means the treaty concerning the West African Pipeline Project made between the Republic of Benin. the Republic of Ghana, the Federal Republic of Nigeria and the Republic of Togo concerning the West African Gas Pipeline Project;
"'WAGP Tribunal" means the tribunal of that name established by the WAGP Treaty;
"WAGP Regulations" means regulations governing the construction and operation of the pipeline system (including the matters referred to in the Second Schedule to this Act), to be adopted by the Minister under this Act; and
"West African Gas Pipeline Authority" or "WAGP Authority" means the body established under the WAGP Treaty.
(2) Any term, word or phrase not specifically defined in this Act shall have the same meaning as in the International Project Agreement.