CRUDE OIL SALES AGREEMENT OF SAUDI ARAB

　　TABLE OF CONTENTS

　　1. Parties: 當(dāng)事人：

　　2. Term of Agreement 合同條款

　　3. Grade, Quantity and Quality: 數(shù)量和質(zhì)量等級(jí)

　　4. Price: 價(jià)格

　　5. Payment: 支付條款;

　　6. Delivery: 貨物交付

　　7. Title and Risk of Loss: 所有權(quán)風(fēng)險(xiǎn)損失：

　　8. Destination: 目的港

　　9. Termination for Cause: 終止條款：

　　10. Disputes: 爭(zhēng)議

　　11. Other Terms: 其他條款

　　This is to confirm the Agreement between us as follow:

　　1. Parties:

　　SELLER- SAUDI ARABIAN OIL COMPANY, A COMPANY WITH LIMITED LIABILITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA

　　BUYER- A COMPANY INCORPORATED UNDER THE LAWS OF

　　2. Term of Agreement

　　This Agreement shall be effective as of and shall continue tin effect through and including with automatic one-year extensions thereafter unless terminated at the option of either party,other than for cause, upon at least sixty(60)days written notice prior to the expiration of the original term or,if applicable, any subsequent anniversary date.

　　3.　Grade, Quantity and Quality:

　　3.1 Subject to availability and the production policies determined by the Government of the Kingdom of Saudi Arabia,SELLER shall deliver and sell to BUYER and BUYER shall lift or receive and buy from SELLER a total of {insert quantity in numbers and words｝Barrels per day of Arabian Light crude oil, minus up to ten percent(10%)if BUYER s or SEELERs option,or plus up to ten percent (10%)if BUYER so requests and SELLER agrees. Additional volumes of crude oil of similar or different grades may be delivered under this agreement as the parties may from time to time agree.

　　The availability of each grade of crude oil specified in Paragraph 3.1 will be advised by SELLER from time to time in accordance with the production policies of Government of the Kingdom of Saudi Arabia. Subject to availability, and underless otherwise mutually agreed, the quantitied of each grade of crude oil to be lifted or received and purchased by BUYER during the term of this Agreement shall be spread over the term of this Agreement as evenly as practicable.

　　Notwithstanding anything to the contrary contained else where in this Agreement and without prejudice to any other rights or remedies available to SELLER hereunder if at any time BUYER, for at any reason other than force majeure (as defined in Paragraph 11.6)or a reason attributable to SELLER, fails to lift or receive and purchase quantities of crude oil in accordance with this Paragraph 3, SELLER may at one time or from time to time thereafter, at its sole discretion, and upon notice to BUYER, reduce any or all quantities and grades of crude oil which BUYER would have otherwise been entitled to lift and buy.

　　The quality of each grade of crude oil delivered hereunder shall be the usual quality of that grade being made available by SELLER at the time of loading of the crude oil at the SELLER's loading port in Saudi Arabia. SELLER warrants that it has good and marketable title to the crude oil, free and clear of all charges, liens and encumbrances but THERE ARE NO GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE CRUDE OIL, FOR ANY PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION OF THE CRUDE OIL AND ANY SPECIFICATIONS THEREFOR CONTAINED IN THIS AGREEMENT.

　　4.　Price:

　　4.1 The price per barrel of each grade of crude oil to be sold hereunder shall be the average of the means of Oman and Dubai crude oil quotations (as published in Platt's Crude Oil Marketwire under the heading "Spot Assessment") for the entire month in which the Bill of Lading date falls, plus or minus a differential for each grade to be provided by SELLER to BUYER as per Paragraph 4.2.

　　On or before the fifth (5th) day of each month, SELLER shall notify BUYER of the differential to be used to determine the price per barrel of each grade of crude oil for sale under this Agreement during the following month ("Scheduled Month of Delivery"). Within five (5) calendar days after receipt of SELLER's notification as set forth in the preceding sentence, BUYER may elect to terminate this Agreement by delivering written notice thereof to SELLER. Unless BUYER elects to terminate this Agreement in accordance with the immediately preceding sentence, the price differential notified by SELLER shall apply. Termination by BUYER in accordance with this Paragraph 4.2 shall be effective as of the first day of the month following SELLER's receipt of BUYER's notice; provided, however, that termination under this or any other provision of this Agreement shall not affect the parties' rights and obligations with respect to deliveries of crude oil under this Agreement which were made prior to the effective date of termination; and further provided that in the event of termination hereunder or expiration of the Agreement, this Agreement shall remain in effect with respect to all crude oil for which delivery has been confirmed pursuant to Paragraph 6. The differential applicable to such crude oil shall be the differential which was in effect during the month prior to termination.

　　If delivery is at Yanbu, BUYER shall pay, in addition to the price calculated in accordance with Paragraph 4.1, the East-West Pipeline transit fee, currently U.S. $0.25 (twenty-five U.S. cents) per barrel.

　　Should issuance of the Bill of Lading occur before or after the Scheduled Month of Delivery, the price of such cargo shall be calculated using the differential that would have applied had issuance of the Bill of Lading occurred in the Scheduled Month of Delivery; however, the Oman and Dubai Prices shall be calculated with reference to the Bill of Lading date, as set forth in Paragraph 4.1.

　　5. Payment:

　　5.1 Payment for each parcel of crude oil sold shall be made in the full amount of SELLER's telexed or faxed invoice without discounts or deductions by BUYER to SELLER via electronic transfer in immediately available funds in U.S. Dollars to SELLER's account as follows:

　　SELLER shall invoice BUYER on or before the twenty-fifth (25th) day from and including the Bill of Lading date and BUYER's payment to SELLER shall be made not later than thirty (30) days from and including the Bill of Lading date.

　　If any payment hereunder falls due on a Saturday or a New York banking holiday other than a Monday, payment shall be effected on the preceding bank business day. If the payment falls due on a Sunday or Monday New York banking holiday, then payment shall be effected on the next bank business day.

　　5.2 All invoices for crude oil sold under this Agreement shall be sent to BUYER by telex, facsimile, courier or mail (at SELLER's discretion) in accordance with the following:

　　5.3 If it is impossible or impracticable for SELLER to calculate the price for any parcel of crude oil sold hereunder prior to issuance of an invoice therefor, SELLER shall send to BUYER provisional invoice and BUYER shall pay said invoice in accordance with Paragraph 5.1. SELLER's provisional invoice shall be based upon (i) SELLER's best estimate of the price(s) as provided in Paragraph 4 with reference to the reference crude(s) and differential(s) applicable to such parcel, and (ii) SELLER's best estimate of the quantity of crude oil delivered.

　　5.4 As soon as the total amount due for any parcel is determined with reference to price(s) determined under Paragraph 4 and quantity of crude oil delivered as shown in the inspection report(s) received by SELLER, SELLER shall issue an invoice, which shall set forth adjustments for parcels provisionally invoiced, the settlement date of which shall be the fifth (5th) day after the day of issuance thereof or the date payment is due pursuant to Paragraph 5.1, whichever is later. Said invoice shall be paid on or before the settlement date by BUYER/SELLER, as appropriate. Said invoice shall include any applicable adjustment(s) due to BUYER or SELLER, the difference between the provisional price and the final price, and a further amount equal to such difference (i) multiplied by the rate set forth in Paragraph 5.5, (ii) multiplied by the number of days between the date of provisional payment and the settlement date, (iii) divided by 360 days.

　　5.5 Any amount not paid by either party when due shall bear interest from the date upon which payment was due through the date of payment at a rate equal to one percent (1%) above the one (1) month British Bankers Assoc. London Interbank offered rate (LIBOR), for U.S. Dollar deposits as shown on Reuters screen, reference page LIBOR01 fixed at 11:00 a.m. London time, on the first banking day of the month in which payment was due. Interest at the rate set forth above, determined on the first banking day of the month in which BUYER's payment is due, shall also be payable by the party who owes any adjustment pursuant to Paragraph 5.4, on the amount of such adjustment, from the date on which BUYER's payment is due through the date such adjustment is paid. All payments of interest by either party under this Agreement shall be made in the full amount due, free of any withholding tax imposed by any government.

　　5.6 For crude oil to be lifted or received under this Agreement, BUYER shall establish and deliver to SELLER at least ten (10) days prior to the scheduled date of arrival of BUYER's vessel at the loading terminal, an irrevocable standby Letter of Credit issued or confirmed by a bank acceptable to SELLER in accordance with the attached Form L (01/09/02). All bank charges incurred in connection with the establishment of letters of credit, including without limitation, opening, amendment and correspondent charges, confirmation and all related banking fees, commissions or expenses shall be for BUYER's account. In addition, BUYER shall bear all costs of demurrage or any other fees or charges arising from BUYER's failure to provide a Letter of Credit or confirmation thereof acceptable to SELLER by the date specified. BUYER's provision of a Letter of Credit is an express condition precedent to SELLER's obligation to deliver and sell crude oil under this Agreement.

　　5.6 For purchases of crude oil or products under this Agreement or any other agreement which would result in a total estimated indebtedness of BUYER to SELLER exceeding, at any one time, {insert amount of BUYERs Line of Credit in words and numbers}, BUYER shall obtain and deliver to SELLER at least ten (10) days prior to the Firm Arrival Date, an irrevocable standby Letter of Credit issued or confirmed by a bank acceptable to SELLER in accordance with the Attachment Form L (01/09/02), in an amount equal to or greater than one hundred ten percent (110%) of: (i) BUYERs total estimated indebtedness to SELLER under this Agreement; plus (ii) BUYERs total estimated indebtedness to SELLER under any other sales agreement between SELLER and BUYER; minus (iii) said Line of Credit of {insert amount of BUYERs Line of Credit in words and numbers}. All bank charges incurred in connection with the establishment of letters of credit, including without limitation: opening, amendment and correspondent charges, confirmation and all related banking fees, commissions or expenses; shall be for BUYERs account. In addition, BUYER shall bear all costs of demurrage or any other fees or charges arising from BUYERs failure to provide a Letter of Credit or confirmation thereof acceptable to SELLER by the date specified. BUYERs provision of a Letter of Credit required under this Paragraph is an express condition precedent to SELLERs obligation to deliver and sell crude oil under this Agreement. Within six (6) months following the end of BUYERs fiscal year, BUYER shall submit to SELLER copies of BUYERs audited financial statements, in the English language, for BUYERs previous fiscal year. If BUYER fails to timely submit such audited financial statements, the line of credit shall be canceled at the end of seven (7) months following the end of the BUYERs fiscal year, which is ___{insert date of LOC cancellation}, and of each successive year of the Agreement. Furthermore, if at any time SELLER determines that in SELLERs good faith business judgment (exercised in SELLERs sole discretion) an event or circumstance has occurred or arisen which will have a material adverse impact on BUYERs ability to perform its payment obligations under this Agreement, SELLER shall have the unilateral right to reduce or eliminate BUYERs line of credit, effective thirty (30) days after SELLER so notifies BUYER in writing. In the event SELLER cancels BUYERs line of credit for failure to submit audited financial statements as required or SELLER reduces or eliminates BUYERs line of credit as provided in the preceding sentence, BUYER shall obtain and deliver to SELLER an irrevocablestandbyletter;

　　6. Delivery:

　　6.1 Delivery and lifting shall be free on board (F.O.B.) at SELLER's Marine Loading Terminal at Ras Tanura (which for purposes hereof includes Ras Tanura or Ju'aymah) in accordance with the Terms and Conditions Governing Deliveries of Bulk Crude Oil by Saudi Aramco as "SELLER" at Ras Tanura (Form A, dated 11/01/93) as SELLER may amend such Terms and Conditions from time to time. At BUYER's request, SELLER may, at its discretion, consent to F.O.B. delivery and lifting of one or more cargoes of crude oil at SELLER's Marine Loading Terminal at Yanbu. In such event, delivery and lifting shall be in accordance with the Terms and Conditions Governing Deliveries of Bulk Crude Oil by Saudi Aramco as SELLER" at Yanbu (Form B, dated 11/01/93) as SELLER may amend such Terms and Conditions from time to time. SELLER shall advise BUYER of any changes to Form A or Form B, as applicable, at least sixty (60) days prior to implementation of such change.

　　6.2 In connection with F.O.B. deliveries at Ras Tanura/Ju'aymah /Yanbu, BUYER shall have the right to appoint at its expense an independent inspector to witness the quantity and quality measurements of crude oil performed by SELLER in accordance with appropriate measurement standards and procedures in use at the loading terminal.

　　7. Title and Risk of Loss:

　　Title to and risk of loss of all crude oil sold hereunder shall pass to BUYER at the point at which the loading terminal's loading line connects with the vessel's permanent hose connection. It is expressly understood that the passage of title and risk of loss as aforesaid is not conditioned on delivery or receipt of Bills of Lading.

　　8. Destination:

　　The country of destination of the crude oil delivered hereunder shall be free subject to the export laws and regulations of the Kingdom of Saudi Arabia. The country of destination of crude oil delivered hereunder shall be confirmed and attested to by BUYER to SELLER not later than one hundred and twenty days (120) days after the Bill of Lading date.

　　9. Termination for Cause:

　　SELLER or BUYER shall have the right to terminate this Agreement upon written notice to the other party in the event of a material breach (including without limitation anticipatory breach) by the other party of any of its terms, but without prejudice to the rights of either party theretfore accrued with respect to this Agreement (including without limitation the right of either party to damages arising from such breach or prior breaches hereof).Material breach by BUYER shall include, without limitation, BUYER's failure to lift and buy crude oil as required in Paragraph 3 hereof or BUYER's failure to comply with any of the Payment provisions of Paragraph 5. The delay or failure on the part of either party hereto to insist, in any one instance or more, upon strict performance of any of the terms or conditions of this Agreement, or to exercise any right or privilege herein conferred shall not be construed as a waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect.All rights and remedies are cumulative.

　　10. Disputes:

　　Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach or termination or invalidity thereof, which is not settled by agreement between the parties shall be finally settled in accordance with the Arbitration Regulations and the Rules for Implementation of the Arbitration Regulations for the Kingdom of Saudi Arabia, together with any amendments thereto which may be issued from time to time, by three neutral and impartial arbitrators, one to be appointed by each party and the third to be appointed by the two so chosen. The arbitrators shall base their award only upon the evidence presented to them, the terms of this Agreement and the laws of Saudi Arabia. This arbitration provision shall be specifically enforceable by either party under the Regulations, and the arbitrators' award shall be final and binding on the parties.

　　11. Other Terms:

　　11.1 This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties to this Agreement; however, neither party may assign or transfer this Agreement, either in whole or in part, without first obtaining the written consent of the other, which shall not be unreasonably withheld.

　　11.2 In no event shall either party be liable in connection herewith or with respect to operations related hereto, whether in tort, contract or otherwise, for special, indirect or consequential damages.

　　11.3 Except as otherwise required to implement this Agreement, BUYER undertakes to treat the contents of this Agreement as strictly confidential. For violation of this undertaking by BUYER, SELLER shall have the right to immediately cancel this Agreement, without any liability as a result of such cancellation, upon giving notice to BUYER.

　　11.5 Subject to Paragraph 10, the laws and regulations of the Government of the Kingdom of Saudi Arabia shall govern the interpretation and performance of this Agreement and any further agreements that may result from it.

　　11.6 Each party shall be relieved from the performance of any obligation, other than the obligation to make payments for amounts due hereunder, during the time and to the extent performance of such obligation is prevented or restricted as a result of a force majeure event. The term "force majeure" as used in this Agreement shall mean any act, event, cause or occurrence rendering a party unable to perform its obligations which is not within the reasonable control of such party. BUYER and SELLER specifically agree that SELLER's inability to perform all, or any part, of this Agreement due to Government action or directive shall constitute a force majeure event; however, the term force majeure shall not apply to those events which merely make it more difficult or costly for BUYER to perform its obligations hereunder. BUYER and SELLER further agree that at the conclusion of any force majeure event, neither BUYER nor SELLER shall have any obligation to each other with respect to any quantities of crude oil not delivered as a consequence of such force majeure event. No condition of force majeure shall operate to extend the term of this Agreement.

　　11.7 If at any time SELLER determines that reasonable grounds for insecurity have arisen with respect to BUYER's performance of any of BUYER's obligations under this Agreement, SELLER may demand adequate assurance of due performance by BUYER, and until SELLER receives such assurance SELLER may suspend its performance of obligations under this Agreement. BUYER's failure to provide within a reasonable time not exceeding ten (10) days such assurance of due performance as is adequate under the circumstances will constitute a material breach of this Agreement.

　　11.8 Dues and other charges on BUYER's vessel at the loading port and terminal shall be for BUYER's account. The amount of any taxes, duties, imposts, fees, charges and dues of every description imposed or levied by any governmental, local or port authority on the crude oil supplied hereunder, or on its export, delivery, transportation, ownership, sale or use, or on any vessel used in its transportation, in respect of any stage after such crude oil passes the tankship's permanent hose connection at the loading port, shall be for BUYER's account.

　　11.9 The parties hereto contemplate that all the crude oil purchased under this Agreement shall be processed by BUYER and accordingly, the parties contemplate that the BUYER will not resell the crude oil purchased under this Agreement in its original form or blend it with other crude oils for purpose of resale.

　　11.10. Compliance with ISPS CODE:

　　11.10.1 SELLER and BUYER shall comply with the International Code for the Security of Ships and Port Facilities and relevant amendments to Chapter XI of the International Convention for the Safety of Life at Sea, 1974 (SOLAS), hereinafter (ISPS Code), in accordance with Form-I of this Agreement, which shall govern the parties rights and obligations with respect to such compliance.

　　11.10.2 In the event of any conflict between this Agreement and its Form-I (ISPS CODE TERMS AND CONDITIONS), the terms and conditions of Form-I shall prevail.

　　IN WITNESS of this Agreement, the parties have caused it to be signed on the dates shown below in two copies each of which shall serve as a duplicate original.

　　For and on behalf of BUYER:

　　REPRESENTED BY: (Name)

　　(Title) Sales and Marketing Department

　　Date:

　　Witness:

　　DATE:

　　For and on behalf of SELLER:

　　REPRESENTED BY:

　　(Name) Manager, Crude Oil Date:

　　Witness:

　　DATE: