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					                  Naftna Industrija Srbije J.S.C. Novi Sad


                       BIDDING DOCUMENTS

                                for Selling of
                   PALANCA BLEND CRUDE OIL
                         (No. II-30-3/12258 /2011)




                         Belgrade, September/October 2011




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                                                                                                                                    ii




                                                Table of Contents


               Invitation for Bids ................................................................................................. 3

PART 1 – Bidding Procedures .............................................................................................. 4
Section I. Instruction to Bidders ...............................................................................................4
Section II. Bidding Data Sheet (BDS) ....................................................................................17
Section III. Qualification Criteria ...........................................................................................20
Section IV. Bidding Forms .....................................................................................................21

PART 2 – Details of sale ...................................................................................................... 26
Section V. Sale offer data .......................................................................................................26

PART 3 – Contract ............................................................................................................... 27
Section VI. Contract Forms ....................................................................................................27




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                                                                                            3



                              Invitation for Bids

NAFTNA INDUSTRIJA SRBIJE J.S.C. NOVI SAD (the “Seller”) invites interested
parties (the “Bidders”) for submission of bids (each a “Bid”) in the procedure for:

                        SELLING OF PALANCA BLEND CRUDE OIL
                              (No. II-30-3/12258 /2011)


all as described in, and in accordance with the terms of the attached Bidding Documents.

Bids must be submitted in sealed envelopes to the Seller no later than 11:00 am local time on
07.10.2011. All Bids shall be delivered at the following address:

                           NAFTNA INDUSTRIJA SRBIJE A.D.
                   1 Milentija Popovića Street, ground floor, room 14
                              11070 Novi Beograd, Serbia
     with note: NE OTVARATI - ZA POZIV II-30-3/12258 /2011 PALANCA SIROVA
                                       NAFTA
   DO NOT OPEN – BID FOR PALANCA BLEND CRUDE OIL No. II-30-3/12258 /2011


A complete set of the Bidding Documents can be found at www.nis.rs




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                                                                                                                                          4



                              PART 1 – Bidding Procedures


                      Section I. Instruction to Bidders

                                                    Table of Clauses

A. General ............................................................................................................................... 6
1.    Scope of Bid ...................................................................................................................6
2.    Fraud and Corruption .....................................................................................................6

B. Contents of Bidding Documents ...................................................................................... 7
3.   Sections of Bidding Documents.....................................................................................7
4.   Clarification of Bidding Documents ..............................................................................7
5.   Amendment of Bidding Documents ..............................................................................8

C. Preparation of Bids ........................................................................................................... 8
6.    Cost of Bidding ..............................................................................................................8
7.    Language of Bid .............................................................................................................8
8.    Documents Comprising the Bid .....................................................................................8
9.    Bid Submission Form and other Forms .........................................................................9
10.   Alternative Bids .............................................................................................................9
11.   Bid Prices.. .....................................................................................................................9
12.   Currency of Bid..............................................................................................................9
13.   Documents Establishing the Qualifications of the Bidder .............................................9
14.   Period of Validity of Bids ..............................................................................................9
15.   Bid Security ...................................................................................................................9
16.   Format and Signing of Bid ...........................................................................................10

D. Submission and Opening of Bids ................................................................................... 10
17.   Submission, Sealing and Marking of Bids ...................................................................10
18.   Deadline for Submission of Bids .................................................................................11
19.   Late Bids ......................................................................................................................11
20.   Bid Opening .................................................................................................................11
21.   Modification of Bids ....................................................................................................11

E. Evaluation and Comparison of Bids ............................................................................. 12
22.   Confidentiality .............................................................................................................12
23.   Clarification of Bids .....................................................................................................12
24.   Negotiation of the Bid Price ........................................................................................12
25.   Responsiveness of Bids................................................................................................12

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Section I Instructions to Bidders                                                                                                5

26.       Nonconformities, Errors, and Omissions .................................................................... 13
27.       Evaluation and comparison of Bids ............................................................................ 13
28.       Qualification of the Bidder ......................................................................................... 13
29.       Seller’s Right to Accept Any Bid, to Reject Any or All Bids and withdraw the Bid . 13

F. Award of Contract .......................................................................................................... 14
30.  Award Criteria ............................................................................................................ 14
31.  Seller’s Right to Vary Quantities at Time of Award .................................................. 14
32.  Notification of Award ................................................................................................. 14
33.  Signing of Contract ..................................................................................................... 14
34.  Governing Low………………………………………………………………………14
35.  Dispute resolution……………………………………………………………………14




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 6                                                               Section I Instructions to Bidders




                   Section I. Instructions to Bidders
                                                 A. General
1. Scope of Bid     1.1   The Seller issues these Bidding Documents for the selling of
                          Palanca Blend Crude Oil (No. II-30-3/12258/2011) as further
                          specified in Section V, Sale offer data.
                    1.2   Throughout these Bidding Documents:
                          (a)   the term “in writing” means communicated in written form
                                (e.g. by mail, e-mail, fax, telex) with proof of receipt;
                          (b)   if the context so requires, “singular” means “plural” and
                                vice versa;
                          (c)   “day” means calendar day; and
                          (d)   “Business Day” means any day that is not a Saturday,
                                Sunday, or other day on which commercial banks in
                                Belgrade are required by law to remain closed.
2. Fraud and        2.1    The Seller requires that bidders, buyers, contractors,
   Corruption              concessionaires and consultants observe the highest standard of
                           ethics during the procurement and execution of any contracts with
                           the seller. In pursuance of this policy, the Seller:
                          (a)   defines, for the purposes of this provision, the terms set
                                forth below as follows:
                                (i)    "corrupt practice" means the offering, giving,
                           receiving, or soliciting, directly or indirectly, anything of value
                           to influence improperly the actions of another party.
                                (ii)   "fraudulent practice" means any act or omission,
                           including a misrepresentation, that knowingly or recklessly
                           misleads, or attempts to mislead, a party to obtain a financial or
                           other benefit or to avoid an obligation.
                                (iii) “coercive practice” means impairing or harming, or
                           threatening to impair or harm, directly or indirectly, any party
                           or the property of the party to influence improperly the actions
                           of a party.
                                (iv)   “collusive practice” means an arrangement between
                           two or more parties designed to achieve an improper purpose,
                           including influencing improperly the actions of another party;
                          (b)   will reject a proposal for award if it determines that a
                                bidder recommended for award has engaged in corrupt,
                                fraudulent, coercive or collusive practices in competing for

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 Section I Instructions to Bidders                                                                      7

                                           the contract in question;
                                     (c)   will declare a firm ineligible indefinitely or for a stated
                                           period of time, to be awarded a contract with the Seller if it
                                           at any time determines that:
                                          (i)     the firm has engaged in corrupt, fraudulent,
                                      coercive or collusive practices in competing for, or in
                                      executing, a contract for the Seller; or
                                          (ii)    the firm has been found by a judicial process or
                                      other official inquiry to have engaged in corrupt, fraudulent,
                                      coercive or collusive practices.

                                               B. Contents of Bidding Documents
3. Sections of             3.1        The Bidding Documents consist of Parts 1, 2, and 3, which
   Bidding                            include all the Sections indicated below, and should be read in
   Documents                          conjunction with any Addendum issued in accordance with ITB
                                      Clause 5.
                                     PART 1      Bidding Procedures

                                               Section I. Instructions to Bidders (ITB)

                                               Section II. Bidding Data Sheet (BDS)

                                               Section III. Evaluation and Qualification Criteria

                                               Section IV. Bidding Forms

                                      PART 2 Details of sale

                                               Section V. Sale offer data

                                      PART 3 Contract

                                               Section VI. Contract Forms
                           3.2        The Invitation for Bids issued by the Seller is not part of the
                                      Bidding Documents.
                           3.3        The Seller is not responsible for the completeness of the
                                      Bidding Documents and their addendum, if they were not
                                      obtained directly from the Seller.
                           3.4        The Bidder is expected to examine all instructions, forms,
                                      terms, and specifications in the Bidding Documents. Failure to
                                      furnish all information or documentation required by the
                                      Bidding Documents may result in the rejection of the Bid.
4. Clarification of        4.1        A prospective Bidder requiring any clarification of the Bidding
   Bidding                            Documents shall contact the Seller’s representatives specified


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 8                                                                Section I Instructions to Bidders

     Documents              in the BDS.
                     4.2    The Seller will respond in writing to any request for
                            clarification, provided that such request is received no later than
                            five (5) days prior to the deadline for submission of Bids. The
                            Seller may forward copies of its response to all those who have
                            acquired the Bidding Documents directly from it, including a
                            description of the inquiry but without identifying its source.
                            Should the Seller deem it necessary to amend the Bidding
                            Documents as a result of a clarification, it shall do so following
                            the procedure under ITB Clause 5 and ITB Sub-Clause 18.2.
5. Amendment of      5.1    At any time prior to the deadline for submission of Bids, the
   Bidding                  Seller may amend the Bidding Documents by issuing
   Documents                addendum.
                     5.2    Any addendum issued shall be part of the Bidding Documents
                            and shall be communicated in writing to all who have obtained
                            the Bidding Documents directly from the Seller.
                     5.3    To give prospective Bidders reasonable time in which to take an
                            addendum into account in preparing their Bids, the Seller may,
                            at its discretion, extend the deadline for the submission of Bids,
                            pursuant to ITB Sub-Clause 18.2

                                          C. Preparation of Bids
6. Cost of Bidding   6.1    The Bidder shall bear all costs associated with the preparation
                            and submission of its Bid, and the Seller shall not be
                            responsible or liable for those costs, regardless of the conduct or
                            outcome of the bidding process.
7. Language of       7.1    The Bid, as well as all correspondence and documents relating
   Bid                      to the Bid exchanged by the Bidder and the Seller, shall be
                            written in the language specified in the BDS. Supporting
                            documents and printed literature that are part of the Bid may be
                            in another language provided they are accompanied by an
                            accurate translation of the relevant passages into the language
                            specified in the BDS, in which case, for purposes of
                            interpretation of the Bid, such translation shall govern.
8. Documents         8.1    The Bid shall comprise the following:
   Comprising the
                           (a)   Bid Submission Form;
   Bid
                           (b)   Bid Security;
                           (c)   Bidder’s Statement of Acceptance of Bidding Documents;
                           (d)   written confirmation authorizing the signatory of the Bid to
                                 commit the Bidder, in accordance with ITB Clause 16;
                           (e)   documentary evidence in accordance with ITB Clause 13

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 Section I Instructions to Bidders                                                                      9

                                           establishing the Bidder’s qualifications to perform the
                                           contract if its Bid is accepted; and
                                     (f)   any other document specified in the BDS.
9. Bid Submission          9.1        The Bidder shall submit the Bid Submission Form, the Bidder’s
   Form and other                     Statement of Acceptance of Bidding Documents, using the
   Forms                              forms furnished in Section IV, Bidding Forms. These forms
                                      must be completed without any alterations to its format, and no
                                      substitutes shall be accepted. All blank spaces shall be filled in
                                      with the information requested.
10. Alternative Bids 10.1             Alternative Bids shall not be considered.

11. Bid Prices             11.1       The prices quoted by the Bidder in the Bid Submission Form
                                      shall conform to the requirements specified below.
                           11.2       The price to be quoted in the Bid Submission Form shall be the
                                      total price of the Bid (the “Bid Price”),
                           11.3       The term FOB, and other similar terms shall be governed by the
                                      rules prescribed in the current edition of Incoterms, published
                                      by The International Chamber of Commerce, as specified in the
                                      BDS.
12. Currency of Bid 12.1              The Bidder shall express the Bid Price in the currency specified
                                      in the BDS.
13. Documents        13.1             To establish that the Bidder is qualified to perform the contract
    Establishing the                  if its Bid is accepted, the Bidder shall furnish as part of its Bid
    Qualifications                    the documents specified in the BDS evidencing that the Bidder
    of the Bidder                     meets each of the qualification criterion specified in Section III,
                                      Evaluation and Qualification Criteria.
                           13.2       The Bidder shall promptly notify the Seller in writing of any
                                      changes with respect to the information provided to the Seller in
                                      accordance with ITB Sub-Clause 13.1, but not later than 5 days
                                      from the date of such change. The notification shall be
                                      documented as necessary.
14. Period of              14.1       Bids shall remain valid for the period specified in the BDS. A
    Validity of Bids                  Bid valid for a shorter period shall be rejected by the Seller as
                                      non responsive.
15. Bid Security           15.1       The Bidder shall furnish as part of its Bid, a Bid Security as
                                      specified in the BDS.
                           15.2       The Bid Security shall be in the amount specified in the BDS
                                      and shall:
                                     (a)   be in the form of a letter of credit or bank guarantee issued
                                           by a reputable institution selected by the Bidder and
                                           advised by the bank specified in the BDS;

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 10                                                                    Section I Instructions to Bidders

                            (b)   be substantially in accordance with the form of Bid
                                  Security included in Section IV, Bidding Forms;

                            (c)   be payable promptly upon written demand by the Seller in
                                  case the conditions listed in ITB Clause 15.5 are invoked;

                            (d)   remain valid for the period specified in the BDS;

                     15.3    Any Bid not accompanied by a substantially responsive Bid
                             Security in accordance with ITB Sub-Clause 15.1, shall be
                             rejected by the Seller as non-responsive.
                     15.4    The Bid Security of unsuccessful Bidders shall be returned as
                             promptly as possible upon the successful Bidder’s sign the
                             Contact.
                     15.5    The Bid Security may be forfeited:
                            (a)   if a Bidder withdraws its Bid during the period of Bid
                                  validity specified by the Bidder on the Bid Submission
                                  Form; or

                            (b)   if the successful Bidder fails to:

                                  sign the Contract in accordance with ITB Clause 33;

                     15.6    The Bid Security of a JV must be in the name of the JV that
                             submits the Bid. If the JV has not been legally constituted at the
                             time of bidding, the Bid Security shall be in the names of all future
                             partners.
16. Format and       16.1    The Bidder shall prepare one original of the documents
    Signing of Bid           comprising the Bid as described in ITB Clause 8 and clearly
                             mark it “ORIGINAL.” In addition, the Bidder shall submit copies
                             of the Bid, in the number specified in the BDS and clearly
                             mark them “COPY.” In the event of any discrepancy between
                             the original and the copies, the original shall prevail.
                     16.2    The original and the copy of the Bid shall be typed or written in
                             indelible ink and shall be signed by a person duly authorized to
                             sign on behalf of the Bidder.
                     16.3    Any interlineations, erasures, or overwriting shall be valid only
                             if they are signed or initialed by the person signing the Bid.

                                   D. Submission and Opening of Bids
17. Submission,      17.1    Bidders may always submit their Bids by mail or by hand.
    Sealing and              Bidders shall enclose the original and each copy of the Bid, in
    Marking of               separate sealed envelopes, duly marking the envelopes as
    Bids                     “ORIGINAL” and “COPY.” These envelopes containing the original
                             and the copies shall then be enclosed in one single envelope. The
                             rest of the procedure shall be in accordance with ITB sub-Clauses
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 Section I Instructions to Bidders                                                                   11

                                     17.2 and 17.3.
                           17.2      The inner envelopes shall bear the name and address of the
                                     Bidder.
                           17.3      The outer envelopes shall:
                                     a) be addressed to the Seller in accordance with ITB Sub-
                                        Clause 17.1; and
                                     b) bear a warning not to open before the time and date for the
                                        Bid opening, in accordance with ITB Sub-Clause 20.2.
                           17.4      If all envelopes are not sealed and marked as required, the
                                     Seller will assume no responsibility for the misplacement or
                                     premature opening of the Bid.
18. Deadline for           18.1      Bids must be received by the Seller at the address and no later
    Submission of                    than the date and time specified in the BDS.
    Bids
                           18.2      The Seller may, at its discretion, extend the deadline for the
                                     submission of Bids by amending the Bidding Documents in
                                     accordance with ITB Clause 5, in which case all rights and
                                     obligations of the Seller and Bidders previously subject to the
                                     deadline shall thereafter be subject to the deadline as extended.
19. Late Bids              19.1      The Seller shall not consider any Bid that arrives after the
                                     deadline for submission of Bids, in accordance with ITB Clause
                                     18. Any Bid received by the Seller after the deadline for
                                     submission of Bids shall be declared late, rejected, and returned
                                     unopened to the Bidder.
20. Bid Opening            20.1      The Seller shall conduct the Bid opening in public at the
                                     address, date and time specified in the BDS.
                           20.2      All envelopes shall be opened one at a time, reading out: the
                                     name of the Bidder; the Bid Price; the presence of a Bid
                                     Security and any other details as the Seller may consider
                                     appropriate. No Bid shall be rejected at Bid opening except for
                                     late Bids, in accordance with ITB Sub-Clause 19.1.
                           20.3      The Seller shall prepare a record of the Bid opening that shall
                                     include, as a minimum: the name of the Bidder; the Bid Price;
                                     and the presence or absence of a Bid Security. The Bidders’
                                     representatives who are present shall be requested to sign the
                                     attendance sheet. A copy of the record shall be distributed to all
                                     Bidders who submitted Bids in time.
21. Modification of        After the Bid opening, the Bidders shall not submit additional Bids or
    Bids                   modify the Bids already submitted except in accordance with ITB Sub-
                           Clause 24.1 and Clause 26.



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 12                                                                  Section I Instructions to Bidders


                                    E. Evaluation and Comparison of Bids
22. Confidentiality    22.1    Information relating to the examination, evaluation,
                               comparison, and post qualification of Bids, and
                               recommendation of contract award, shall not be disclosed to
                               Bidders or any other persons not officially concerned with such
                               process until publication of the Contract Award.
                       22.2    Any effort by a Bidder to influence the Seller in the
                               examination, evaluation, comparison, and post qualification of
                               the Bids or contract award decisions may result in the rejection
                               of its Bid.
                       22.3    Notwithstanding ITB Sub-Clause 22.2, from the date of the Bid
                               opening to the time of Contract Award, if any Bidder wishes to
                               contact the Seller on any matter related to the bidding process, it
                               should do so in writing.
23. Clarification of   23.1    To assist in the examination, evaluation, comparison and post-
    Bids                       qualification of the Bids, the Seller may, at its discretion, ask
                               any Bidder for a clarification of its Bid. Any clarification
                               submitted by a Bidder in respect to its Bid and that is not in
                               response to a request by the Seller shall not be considered. The
                               Seller’s request for clarification and the response shall be in
                               writing.
24. Negotiation of     24.1    The Seller reserves the right to negotiate with any Bidder the Bid
    the Bid Price              Price on the date, time and place specified in the BDS. Only
                               Bidders’ representatives holding special written authorizations
                               may negotiate the Bid Price with the Seller.
25. Responsiveness     25.1    The Seller’s determination of a Bid’s responsiveness is to be
    of Bids                    based on the contents of the Bid itself.
                       25.2    A substantially responsive Bid is one that conforms to all the
                               terms, conditions, and specifications of the Bidding Documents
                               without material deviation, reservation, or omission. A material
                               deviation, reservation, or omission is one that:
                              (a)   affects in any substantial way the scope, quality, or
                                    performance of the Contract; or
                              (b)   limits in any substantial way, inconsistent with the Bidding
                                    Documents, the Seller’s rights or the Bidder’s obligations
                                    under the Contract; or
                              (c)   if rectified would unfairly affect the competitive position of
                                    other Bidders presenting substantially responsive Bids.
                       25.3    If a Bid is not substantially responsive to the Bidding
                               Documents, it shall be rejected by the Seller and may not
                               subsequently be made responsive by the Bidder by correction of

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 Section I Instructions to Bidders                                                                   13

                                     the material deviation, reservation, or omission.
26. Nonconformi-      26.1           Provided that a Bid is substantially responsive, the Seller may
    ties, Errors, and                waive any non-conformities or omissions in the Bid that do not
    Omissions                        constitute a material deviation.
                           26.2      Provided that a Bid is substantially responsive, the Seller may
                                     request that the Bidder submit the necessary information or
                                     documentation, within a reasonable period of time, to rectify
                                     nonmaterial nonconformities or omissions in the Bid related to
                                     documentation requirements. Failure of the Bidder to comply with
                                     the request may result in the rejection of its Bid.
                           26.3      If the Bidder that submitted the lowest evaluated Bid does not
                                     accept the correction of errors, its Bid shall be rejected.
27. Evaluation and         27.1      The Seller shall evaluate each Bid that has been determined, up to
    comparison of                    this stage of the evaluation, to be substantially responsive.
    Bids
                           27.2      The Seller shall compare all substantially responsive Bids to
                                     determine the highest-evaluated Bid.
                           27.3      To evaluate a Bid, the Seller shall consider the factors,
                                     methodology and criteria specified in the BDS.
28. Qualification of       28.1      The Seller shall determine to its satisfaction whether the Bidder
    the Bidder                       that is selected as having submitted the highest evaluated and
                                     substantially responsive Bid is qualified to perform the Contract
                                     satisfactorily.
                           28.2      The determination shall be based upon an examination of the
                                     documentary evidence of the Bidder’s qualifications submitted
                                     by the Bidder, pursuant to ITB Clause 13.
                           28.3      An affirmative determination shall be a prerequisite for award
                                     of the Contract to the Bidder. A negative determination shall
                                     result in disqualification of the Bid, in which event the Seller
                                     shall proceed to the next highest evaluated Bid to make a
                                     similar determination of that Bidder’s capabilities to perform
                                     satisfactorily.
29. Seller’s Right to 29.1 The Seller reserves the right to reject any Bid with any of the
    Accept Any Bid,         Bidders if:
    to Reject Any
                           (a) Any debt-claim relationship between the Seller and the
    or All Bids and
                                Bidder remained unsettled, no matter what legal action has
    withdraw the
                                been taken; and
    Bid
                           (b) A prior contractual relationship between the Bidder and the
                                Seller has been terminated due to Bidder's fault.
                           29.2      The Seller reserves the right to accept or reject any Bid, and to
                                     annul the bidding process and reject all Bids at any time prior to
                                     contract award, without obligation to explain the reasons for
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 14                                                                Section I Instructions to Bidders

                             such decision. Should this happen, Bidders shall not be entitled
                             to compensation for any damages or costs incurred by the
                             Bidder in this bidding process.
                      29.3   The Seller reserves the right to withdraw the bidding process for
                             any reason at any time and re-issue it at a later date under the
                             same terms set forth hereunder or under different terms.

                                            F. Award of Contract
30. Award Criteria    30.1   The Seller shall award the Contract to the Bidder whose offer
                             has been determined to be the most favourable evaluated Bid
                             and is substantially responsive to the Bidding Documents,
                             provided further that the Bidder is determined to be qualified to
                             perform the Contract satisfactorily.
31. Seller’s Right to 31.1   At the time the Contract is awarded, the Seller reserves the right
    Vary Quantities          to increase or decrease the quantity of Crude Oil originally
    at Time of               specified in Section V, Sale offer data, provided this does not
    Award                    exceed the percentages specified in the BDS.

32. Notification of   32.1   Prior to the expiration of the period of Bid validity, the Seller
    Award                    shall notify the successful Bidder, in writing, that its Bid has
                             been accepted.
                      32.2   Upon the successful Bidder’s furnishing of the signed Contract
                             Form, the Seller will promptly notify each unsuccessful Bidder
                             and will discharge its Bid Security, pursuant to ITB Clause 15.4.
33. Signing of        33.1   Promptly after notification, the Seller shall send the successful
    Contract                 Bidder the Contract.
                      33.2   Within seven (7) days of receipt of the Contract, the successful
                             Bidder shall sign, date, and return it to the Seller.
                              G. Dispute Resolution, Law and Jurisdiction
34. Governing Law     34.1 These Bidding Documents and any non-contractual obligation or
                            other matter arising out of or in connection with them are
                            governed by and construed in accordance with the laws of England
                            and Wales.
35. Dispute           35.1 Any dispute (a "Dispute") arising from or connected with the
Resolution                  Bidding Documents (including a dispute regarding the
                            existence, validity or termination of the Bidding Documents or
                            the consequences of their nullity) shall be referred to and finally
                            resolved by arbitration under the Arbitration Rules of the LCIA
                            (the "Rules"), which Rules are deemed to be incorporated by
                            reference into this clause.
                      35. 2 The tribunal shall consist of one arbitrator to be appointed by the
                            LCIA Court. The seat of the arbitration shall be London,
                            England, and the language of the arbitration shall be English.

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Section I Instructions to Bidders                                                                  15

                          35.3 The parties to this arbitration agreement agree that the arbitral
                               tribunal shall have power to award on a provisional basis any
                               relief that it would have power to grant on a final award.




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                                                                                             17




            Section II. Bidding Data Sheet (BDS)
 The following specific data shall complement, supplement, or amend the provisions in the
 Instructions to Bidders (ITB). Whenever there is a conflict, the provisions herein shall
 prevail over those in ITB.


 ITB Clause                                      A. General
 Reference
 ITB 1.1          The Seller is: NAFTNA INDUSTRIJA SRBIJE J.S.C. NOVI SAD
                                  B. Contents of Bidding Documents
 ITB 4.1          For Clarification of bid purposes only, please contact any of the
                  following representatives from 09.00 am to 04.00 pm (local time) during
                  Business Days:

                  For commercial issues:
                  Mr. Alexander Medvedev
                  Phone: +381(0)11 222 9 502
                  Fax: +381(0)11 26 06 745
                  E-mail: medvedev.aa@nis.rs

                  For financial issues:
                  Mr. Vukašin Erbez
                  Phone: +381(0)21 481 2018
                  Fax: +381(0)21 481 4486
                  E-mail: vukasin.erbez@nis.rs
                                          C. Preparation of Bids
 ITB 7.1          The language of the Bid is: English.


 ITB 10.1         Alternative Bids shall not be considered.
 ITB 11.4         The Incoterms edition is: Incoterms 2010, including all additional
                  amendments
 ITB 12.1         The currency of the Bid Price is: United States Dollars.
 ITB 13.1         The Bidder shall submit the following additional documents to evidence
                  that the Bidder is qualified to perform the contract:

                  a. Certificates issued by the commercial registry or some other registry of
                     the country of legal residence of the Bidder certifying that the Bidder is



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18



                     qualified to perform particular activities;
                  b. Certificate issued by the relevant tax authorities or by a financial
                     officer of the Bidder certifying that the Bidder has settled all
                     outstanding tax obligations;
                  c. Audited financial statements for the last three fiscal years and
                     unaudited interim financial statements for each period ended since the
                     end of the last fiscal year;
                  d. A specification of volumes and values of crude oil delivered in the last
                     three years together with references for each such delivery. The Seller
                     reserves the right to check the references.

 ITB 14.1         The Bid validity period shall be 30 days after the date of the Bid opening.
 ITB 15.1         Bid shall include a Bid Security in accordance with the form included in
                  Section IV Bidding Forms.

 ITB 15.2         The amount of the Bid Security shall be: US$ 120.000,00
                  The Advising Bank shall be:
 ITB 15.2(a)
                  Account with institution:
                  Moskovska banka AD Beograd
                  SWIFT code: MBBGRSBG
                  Acct.no. 30111 840 100000000014
                  Beneficiary customer:
                  Name: NAFTNA INDUSTRIJA SRBIJE
                  IBAN: RS35 3751101200000044 89
                  Intermediary bank:
                  Bank of Moscow
                  SWIFT code: MOSWRUMM

 ITB 15.2(e)      The Bid Security shall remain valid for 30 days after the date of the Bid
                  opening.
 ITB 16.1         In addition to the original of the Bid, the number of copies is: 1
                                  D. Submission and Opening of Bids
 ITB 18.1         For Bid submission purposes, the Seller’s address is:
                  NAFTNA INDUSTRIJA SRBIJE A.D.
                  1 Milentija Popovića Street,
                  ground floor, registration office, room 14
                  11070 Novi Beograd, Serbia
                  with note: NE OTVARATI-ZA POZIV II-30-3/12258/2011 PALANCA
                  SIROVA NAFTA
                  DO NOT OPEN – BID FOR PALANCA BLEND CRUDE OIL
                  No. II-30-3/12258 /2011


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Section II. Bidding Data Sheet                                                                   19




                     The deadline for the submission of Bids is:
                     Date: October 7, 2011
                     Time: 11:00 a.m. (local time)
 ITB 20.1            The Bid opening shall take place at:
                     NAFTNA INDUSTRIJA SRBIJE A.D.
                     1 Milentija Popovića Street, 5th floor, room 501
                     11070 Novi Beograd, Serbia
                     Date: October 7, 2011
                     Time: 11:30 a.m. (local time)
                                   E. Evaluation and Comparison of Bids
 ITB 24.1            The negotiation of the Bid Price shall take place at:
                     NAFTNA INDUSTRIJA SRBIJE A.D.
                     1 Milentija Popovića Street, 5th floor, room 501
                     11070 Novi Beograd, Serbia
                     Date: October 7, 2011
                     Time: 1:30 p.m. (local time)
                     The Seller reserves the right to negotiate the Bid Price at a later time.
 ITB 27.3            Evaluation will be done for the total quantity of the Contract.
                                              F. Award of Contract
 ITB 31.1            The maximum percentage by which quantities may be increased is: 5%
                     The maximum percentage by which quantities may be decreased is: 5%




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20



                  Section III. Qualification Criteria
1. Qualification Requirements (ITB 28.1)

After determining the highest-evaluated Bid in accordance with ITB Sub-Clause 27.2, the
Seller shall carry out the post qualification of the Bidder in accordance with ITB Clause 28,
using only the requirements specified. Requirements not included in the text below shall not
be used in the evaluation of the Bidder’s qualifications.
      (a)    Financial and Business Capability:
             The Bidder shall (i) be registered for particular activities with the relevant
             Government Authorities; (ii) have settled due taxes or any other equivalent form
             of public taxation in accordance with the laws of the Republic of Serbia, if
             applicable to the Bidder, and of any other jurisdiction where the Bidder has its
             legal residence and (iii) have necessary financial and business capability.
      (b)    Experience and Technical Capacity:
             The Bidder shall have traded at least 3,000,000 MT of crude oil in the last three
             years.




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Section IV Bidding Forms                                                                                                         21




                            Section IV. Bidding Forms

                                                  Table of Forms

Bid Submission Form ............................................................................................................. 22

Form of Bidder's Statement of Acceptance of Bidding Documents ....................................... 24

Bid Security (Bid Bond Form) ................................................................................................ 25




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22                                                                         Section IV Bidding Forms




                                Bid Submission Form
[The Bidder shall fill in this Form in accordance with the instructions indicated No
alterations to its format shall be permitted and no substitutions shall be accepted.]


BIDDING PROCEDURE No                                              II-30-3/12258 /2011



FIRM AND SEAT OF BIDDER                                TO BE FILLED BY THE BIDDING PARTY


FIRST AND LAST NAMES OF THE
AUTHORIZED PERSON (SIGNATORY OF                        TO BE FILLED BY THE BIDDING PARTY
THE CONTRACT)

OFFER NO.                                          TO BE FILLED BY THE SELLER
OFFER DATE                                         TO BE FILLED BY THE SELLER


1.      PRODUCT AND QUALITY
        PALANCA BLEND CRUDE OIL OF STANDARD EXPORT QUALITY

        QUANTITY (bbls)
2.
        550.000 bbls +/- 5 %


                                                                   Alternative 1

                                               75% prepayment by remittance 15 days before expecting
                                                  B/L date, 25% by L/C 15 days after B/L date

 3.      WAY OF PAYMENT                                            Alternative 2

                                                         100% by L/C 15 days after B/L date

                                                   (important note: all bidders should offer both
                                                                   alternatives)




        PRICE (USD)
4.      Based on Brent (DTD) quotations as
        published in Platts crude oil Marketwire           TO BE FILLED BY THE BIDDER




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                                                                 23




        CRUDE OIL TRADE REFERENCE
5.
                           TO BE FILLED BY THE BIDDER


        VALIDITY OF BID
6.
                           TO BE FILLED BY THE BIDDER

        BID BOND
7.
                           TO BE FILLED BY THE BIDDER

CONTACT PERSON- FIRST
                                    TO BE FILLED BY THE BIDDER
AND LAST NAME


TELEPHONE NUMBER                    TO BE FILLED BY THE BIDDER


FAX NUMBER                          TO BE FILLED BY THE BIDDER



E-MAIL ADDRESS                      TO BE FILLED BY THE BIDDER




DATE:

SIGNATURE:


BIDDER'S SEAL:

* NOTE:
THE BIDDER IS OBLIGED TO FILL IN ONLY THOSE PARTS DESIGNATED WITH
“TO BE FILLED BY THE BIDDER”.




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24                                                                       Section IV Bidding Forms




     Form of Bidder's Statement of Acceptance of Bidding
                         Documents

We hereby declare to the Seller, Naftna industrija Srbije J.S.C. Novi Sad, that the Bid was
made in accordance with the terms and conditions set forth in the Bidding Documents for
selling of Palanca Blend crude oil No. II-30-3/12258/2011, which are fully acceptable to us
and constitute an integral part of our Bid, and that the content of the original and the copy of
our Bid is identical. We moreover hereby declare to the Seller that we agree to enter into and
be bound by the arbitration agreement contained at Section G, Article 35 of the Bidding
Documents for selling of Palanca Blend crude oil No. II-30-3/12258/2011.



Date:


Signature:




Seal of the Bidder:




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                                                                                             25



                       Bid Security (Bid Bond Form)
Garantor:

Bidder (orderer)

Beneficiary:


We have been informed that _________________ (Bidder) have submitted to you
on___________ under your Bidding Procedure No II-30-3/12258/2011 their Bid
for__________________________According to your bidding conditions, bidders are
required to provide you with a Bid Bond in the amount of ________________________.

This being stated, we ________________________________________________ (name of
the Bank and address which issues the guarantee), without examination of the underlying
legal relationship between Beneficiary and the Bidder, waiving all rights of objection and
defense arising from the principal debt, hereby irrevocably undertake to pay to you, within 5
Business Days, upon your first demand, any amount up to:

        (in full letters: …………………………………………………………..)

upon receipt of your first written request for payment and your written confirmation stating
that:

1. the Bidder withdraws its Bid during the specified period of Bid validity
2. the Bidder after having been notified of acceptance of its Bid during the period of validity,
fails or refuses to sign the contract form if required.
For the purpose of identification, your request for payment and your confirmation have to be
presented through the intermediary bank keeping your bank account, confirming that the
signatures are legally binding upon your firm.

Our Guarantee is valid from _________ until _______and expires in full and automatically,
should your written request and your confirmation not be in our possession by that date,
irrespective of whether the present documents are returned to us or not.

This Guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.
758.


Place and date




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                                                                                                             26




                             PART 2 – Details of sale

                     Section V. Sale offer data

     Product         Palanca Blend Crude Oil

     Quality         standard export quality

     Quantity        550.000 net US barrels +/- 5 pct (at the Seller’s option)
                     Price and value of the crude oil will be calculated in USD per net bbl based on Brent (DTD)
       Price
                     quotations as published in the Platts Crude Oil Marketwire
                     five (5) days prior to 5 (five) days after B/L date (B/L date being 0) as the
  Pricing period
                     average of mean Brent (DTD) quotations as published in the Platts Crude Oil
                     Marketwire
                     FOB Palanca, terminal Angola (according to INCOTERMS 2010 including all additional
     Delivery
                     amendments)
    conditions

  Lifting period     November 2011
                     Alternative 1
Terms of payment
                      Advance payment 15 (fifteen) calendar days before expected delivery date – based on 75
                     pct of the cargo value in US dollars as telegraphic transfer to the account nominated by the
 (important note:    Seller. Price calculation for advance payment: average of dated Brent mean
 both alternatives   quotations as published in the Platts Crude Oil Marketwire for the month October
should be offered)   2011.
                     The final payment of difference amount to be executed 15 (fifteen) calendar
                     days after B/L date and is to be secured by means of an irrevocable
                     documentary L/C issued by a first class bank acceptable to the Seller.

                     Alternative 2

                     The payment of 100% of delivered cargo value to be executed 15 (fifteen) calendar days
                     after B/L date and is to be secured by means of an irrevocable documentary L/C issued by
                     first class bank in a form acceptable to the Seller.




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                                                           27




                       PART 3 – Contract

                  Section VI. Contract Forms

                          Table of Forms




1. Draft Model of Contract………………………………………………………………….28




2. Anex 1- Guarantee…… ………………………………………………………………….45




3. Anex 2- Letter of indemnity…………………………………………………………….47




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28




THIS CONTRACT NO ---- IS     SIGNED BETWEEN


1. NAFTNA INDUSTRIJA SRBIJE J.S.C. NOVI SAD
NARODNOG FRONTA 12, NOVI SAD, SERBIA

REPRESENTED BY MR. KIRILL KRAVCHENKO, NIS A.D. GENERAL
DIRECTOR WITH AUTHORIZATION REGISTERED IN APR (SERBIAN
BUSINESS REGISTERS AGENCY), ACCORDING TO DECISION NO. BD
6350/2009, DTD 11.02.2009. OF THE ONE PART, HEREINAFTER
REFERRED TO AS THE “SELLER”,

AND

2.

OF THE OTHER PART, HEREINAFTER REFERRED TO AS THE “BUYER”,


3. QUALITY
----------
PALANCA BLEND CRUDE OIL OF STANDARD EXPORT QUALITY MADE
AVAILABLE AT THE TIME OF LOADING THE SHIPMENT AT THE LOADING
TERMINAL.


4. QUANTITY
-----------
550,000 NET U.S. BARRELS PLUS OR MINUS FIVE (5) PERCENT AT
SELLER´S OPTION. QUANTITY ALWAYS SUBJECT TO FINAL TERMINAL
OPERATOR´S ACCEPTANCE.

QUANTITY SHALL BE DETERMINED IN ACCORDANCE WITH THE USUAL
PRACTICE OF THE LOADING FACILITY AND THE BILL OF LADING
QUANTITY SHALL BE FINAL AND BINDING ON BOTH PARTIES SAVE IN
THE INSTANCE OF FRAUD, WILFUL MISCONDUCT, NEGLIGENCE OR
MANIFEST ERROR.


5. DELIVERY
------------
SHALL BE MADE IN ONE CARGO LOT FOB PALANCA TERMINAL ANGOLA
(ACCORDING   TO  INCOTERMS  2010  INCLUDING   ALL  ADDITIONAL
AMENDMENTS AND SUBJECT TO PALANCA LIFTING AGREEMENT WHICH HAS
BEEN PROVIDED TO THE BUYER IN ITS ENTIRETY). ACCORDING TO THE
PALANCA AGREED LIFTING PROGRAM, LOADRANGE IS SCHEDULED AT


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                                                            29


PALANCA TERMINAL DURING NOVEMBER 2011. LOADRANGE IS SUBJECT TO
REVISIONS OF PALANCA AGREED LIFTING PROGRAM FOR NOVEMBER 2011
BY THE TERMINAL OPERATOR. BUYER'S NOMINATED VESSEL IS SUBJECT
TO LOADING TERMINAL OPERATOR'S ACCEPTANCE.


6. PRICE
-----------

PRICE IN U.S. DOLLARS PER NET BILL OF LADING U.S. BARREL FOB
PALANCA SHALL BE CALCULATED AS THE AVERAGE OF THE TEN MEAN
DATED BRENT CONSECUTIVE QUOTATIONS AS PUBLISHED IN THE PLATTS
CRUDE OIL MARKETWIRE (INCLUDING ANY PUBLISHED CORRECTIONS),
FROM THE FIFTH (5TH) QUOTATIONAL DAY BEFORE THE B/L DATE UNTIL
THE FIFTH (5TH) QUOTATIONAL DAY AFTER THE B/L DATE (B/L DATE =
DAY ZERO).

PRICE SHALL BE ROUNDED TO THREE DECIMAL PLACES.

THE FOLLOWING ARITHMETIC RULES SHALL BE APPLIED:
1) IF THE FOURTH DECIMAL PLACE IS FIVE (5) OR GREATER THAN
FIVE(5)
THEN THE THIRD DECIMAL PLACE SHALL BE ROUNDED UP TO THE NEXT
DIGIT.
2) IF THE FOURTH DECIMAL PLACE IS FOUR (4) OR LESS THAN FOUR
(4),
THEN THE THIRD DECIMAL PLACE WILL BE UNCHANGED.




7. PAYMENT
----------

ALTERNATIVE 1
PAYMENT SHALL BE MADE BY THE BUYER TO THE SELLER AGAINST
PRESENTATION OF THE SELLER’S COMMERCIAL PROFORMA AND/OR FINAL
INVOICE (AS APPLICABLE) AS FOLLOWS:

75% OF THE ESTIMATED CARGO VALUE SHALL BE PAYABLE 15 CALENDAR
DAYS   BEFORE   ESTIMATED  B/L   DATE   (ESTIMATED B/L   DATE
___.___.2011.) (“PREPAYMENT”) IN US DOLLARS AS TELEGRAPHIC
TRANSFER TO THE ACCOUNT NOMINATED BY THE SELLER.

THE BUYER WILL BE RESPONSIBLE FOR ANY DAMAGES DIRECTLY
INCURRED BY THE SELLER IF THE BUYER FAILS, IN BREACH OF ITS




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30


OBLIGATIOINS HEREUNDER, EITHER TO EFFECT THE PREPAYMENT OR
LOAD THE VESSEL IN TIMELY MANNER.

25% OF THE ESTIMATED CARGO VALUE WITH ADJUSTMENTS BEING MADE
FOR THE FINAL PRICE ONCE KNOWN AND INTEREST (IF ANY) (THE
"REMAINING BALANCE") PAYABLE 15 CALENDAR DAYS AFTER B/L DATE
(B/L DATE= ZERO). REMAINING BALANCE TO BE FULLY SUPPORTED BY
AN IRREVOCABLE, DOCUMENTARY L/C FROM A FIRST CLASS BANK IN A
FORM ACCEPTABLE TO THE SELLER.

ALL PAYMENTS TO BE MADE BY THE BUYER SHALL BE MADE IN FREELY
AVAILABLE UNITED STATES DOLLARS GROSS WITHOUT ANY SET-OFF,
WITHHOLDING OR DEDUCTION (WHETHER IN RESPECT OF TAXES, FEES,
CROSS CLAIMS, EXPENSES OR OTHERWISE) WHATSOEVER. IF THE BUYER
IS REQUIRED BY APPLICABLE LAW TO MAKE ANY PAYMENT HEREUNDER
SUBJECT TO THE DEDUCTION OR WITHHOLDING OF TAX, BUYER SHALL
GROSS-UP SUCH PAYMENT SO AS TO ENSURE THAT SELLER RECEIVES A
NET SUM EQUAL TO THE SUM THAT BUYER WOULD HAVE RECEIVED HAD NO
SUCH DEDUCTION OR WITHHOLDING BEEN MADE OR REQUIRED TO BE
MADE.

.

PREPAYMENT IS SUBJECT TO INTER ALIA SATISFACTORY FULFILLMENT
BY THE SELLER OF PRE-CONDITIONS LISTED BELOW:

A) THE SELLER’S PROFORMA INVOICE WITH       REQUEST   FOR   THE
PREPAYMENT (FAX INVOICE ACCEPTABLE), AND

B) NAFTNA INDUSTRIJA SRBIJE J.S.C. NOVI SAD CORPORATE
GUARANTEE (FAX GUARANTEE ACCEPTABLE, ORIGINAL TO FOLLOW),
(SUBSTANTIALLY IN THE FORM SET OUT IN ANNEX 1).

C) WRITTEN CONFIRMATION BY SONANGOL THAT AGREED CONTRACTUAL
VOLUMES WILL BE MADE AVAILABLE TO SELLER DURING THE AGREED
LAYCAN BETWEEN BUYER AND SELLER (FAX SONANGOL CONFIRMATION
ACCEPTABLE).

SUCH DOCUMENTS SHALL BE RECEIVED BY THE BUYER PRIOR TO
DISBURSEMENT OF THE PREPAYMENT AND SHALL BE ISSUED IN FORM AND
SUBSTANCE ACCEPTABLE TO THE BUYER, ACTING REASONABLY.

IN CONSIDERATION OF THE PREPAYMENT, THE SELLER UNDERTAKES TO
DELIVER THE PALANCA BLEND CRUDE OIL IN ACCORDANCE WITH THIS
CONTRACT ON THE ESTIMATED B/L DATE (ESTIMATED B/L DATE
___.___.2011.) AND IN ANY EVENT NO LATER THAN 31.12.2011.
(“END DATE”).


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                                                             31




IF FOR ANY RESONS WHATSOEVER (INCLUDING FORCE MAJEURE) THERE
SHALL BE ANY AMOUNT OF THE PREPAYMENT REMAILNING OUTSTANDING
ON THE END DATE, THEN THE SELLER UNCONDITIONALLY AND
IRREVOCABLY UNDERTAKES TO REPAY SUCH AMOUNT TO THE BUYER IN
CASH AND IN FREELY AVAILABLE USD WITHOUT SETOFF, DEDUCTION OR
COUNTERCLAIM, IN FULL IN PERIOD OF 7 DAYS FROM SUCH DATE.

FOR THE PURPOSE OF PREPAYMENT, THE PRO-FORMA INVOICE SHALL BE
CALCULATED BASIS AVERAGE OF DATED BRENT MEAN CONSECUTIVE
QUOTATIONS AS PUBLISHED IN PLATTS CRUDE OIL MARKETWIRE FOR THE
MONTH OF OCTOBER 2011 AND TAKING INTO ACCOUNT ESTIMATED
QUANTITY OF 550.000 BBLS.

THE DOCUMENTARY LETTER OF CREDIT FOR THE AMOUNT OF [U.S.
DOLLARS *] TO FULLY SUPPORT THE REMAINING BALANCE IS TO BE
OPENED WITHIN 3 (THREE)DAYS OF EXECUTION OF THIS CONTRACT AND
IS TO BE VALID FOR THE LONGER OF (I) 60 DAYS (SIXTY DAYS) FROM
THE DAY OF OPENING AND (II) THE DURATION ENDING ON THE 40TH DAY
AFTER   THE   ESTIMATED   B/L   DATE   (ESTIMATED   B/L    DATE
___.____.2011.).

PAYMENT OF REMAINING BALANCE SHALL BE MADE INTO SELLER´S
NOMINATED ACCOUNT 15 CALENDAR DAYS AFTER BILL OF LADING DATE,
(BILL OF LADING DATE = DAY ZERO) AGAINST PRESENTATION OF:

(A) SELLER'S COMMERCIAL INVOICE (FAX INVOICE ACCEPTABLE)
(B) 3/3 ORIGINAL BILLS OF LADING
(C) CERTIFICATE OF QUALITY ISSUED BY THE TERMINAL AND/ OR THE
INDEPENDENT INSPECTORS QUALITY REPORT AT LOADPORT (FAX
ACCEPTABLE).
(D) CERTIFICATE OF QUANTITY ISSUED BY THE TERMINAL AND/ OR THE
INDEPENDENT INSPECTORS QUANTITY REPORT AT LOADPORT (FAX
ACCEPTABLE)
(E) ORIGINAL CERTIFICATE OF ORIGIN

IF ORIGINAL DOCUMENT (B), (C), (D) OR (E) ARE NOT AVAILABLE AT
PAYMENT DUE DATE, THEN SELLER SHALL PRESENT:
(A) SELLER'S COMMERCIAL INVOICE (TELEX OR FAX ACCEPTABLE)
(B) SELLER'S LETTER OF INDEMNITY (TELEX OR FAX ACCEPTABLE) IN
FORM OF ANNEX 2

IN THE EVENT THAT PAYMENT FALLS DUE ON A SATURDAY OR NON-
MONDAY BANK HOLIDAY IN NEW YORK, PAYMENT TO BE EFFECTED ONE
BANKING DAY PRIOR TO DUE DATE. IN THE EVENT PAYMENT FALLS DUE
ON A SUNDAY OR MONDAY BANK HOLIDAY IN NEW YORK, PAYMENT TO BE
EFFECTED ON THE FOLLOWING DAY.



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32




THE OPENING BANK’S L/C COSTS SHALL BE FOR THE APPLICANT’S
ACCOUNT, ADVISING BANK COSTS (IF ANY) SHALL BE FOR THE
BENEFICIARY’S ACCOUNT.

ALTERNATIVE 2

100% OF THE DELIVERED CARGO VALUE TO BE PAID 15 CALENDAR DAYS
AFTER    ESTIMATED    B/L    DATE   (ESTIMATED    B/L    DATE
=____.____.2011.). THE TOTAL AMOUNT TO BE FULLY SUPPORTED BY
AN IRREVOCABLE, DOCUMENTARY L/C FROM A FIRST CLASS BANK IN A
FORM ACCEPTEBLE TO THE SELLER.


THE DOCUMENTARY LETTER OF CREDIT FOR THE AMOUNT OF [U.S.
DOLLARS *] COVERING FULL CARGO VALUE IS TO BE OPENED WITHIN 3
(THREE)DAYS OF EXECUTION OF THIS CONTRACT AND IS TO BE VALID
FOR THE LONGER OF (I) 60 DAYS (SIXTY DAYS) FROM THE DAY OF
OPENING AND (II) THE DURATION ENDING ON THE 40TH DAY AFTER THE
ESTIMATED B/L DATE (ESTIMATED B/L DATE ___.____.2011.).

PAYMENT OF FULL CARGO VALUE SHALL BE MADE INTO SELLER´S
NOMINATED ACCOUNT 15 CALENDAR DAYS AFTER BILL OF LADING DATE,
(BILL OF LADING DATE = DAY ZERO) AGAINST PRESENTATION OF:

(A) SELLER'S COMMERCIAL INVOICE (FAX INVOICE ACCEPTABLE)
(B)3/3 ORIGINAL BILLS OF LADING
(C)CERTIFICATE OF QUALITY ISSUED BY THE TERMINAL AND/ OR THE
INDEPENDENT INSPECTORS QUALITY REPORT AT LOADPORT (FAX
ACCEPTABLE).
(D)CERTIFICATE OF QUANTITY ISSUED BY THE TERMINAL AND/ OR THE
INDEPENDENT INSPECTORS QUANTITY REPORT AT LOADPORT (FAX
ACCEPTABLE)
(E) ORIGINAL CERTIFICATE OF ORIGIN

IF ORIGINAL DOCUMENT (B), (C), (D) OR (E) ARE NOT AVAILABLE AT
PAYMENT DUE DATE, THEN SELLER SHALL PRESENT:
A)   SELLER'S COMMERCIAL INVOICE (FAX ACCEPTABLE)
B)   SELLER'S LETTER OF INDEMNITY (FAX ACCEPTABLE) IN FORM OF
ANNEX 2

IN THE EVENT THAT PAYMENT FALLS DUE ON A SATURDAY OR NON-
MONDAY BANK HOLIDAY IN NEW YORK, PAYMENT TO BE EFFECTED ONE
BANKING DAY PRIOR TO DUE DATE. IN THE EVENT PAYMENT FALLS DUE
ON A SUNDAY OR MONDAY BANK HOLIDAY IN NEW YORK, PAYMENT TO BE
EFFECTED ON THE FOLLOWING DAY.




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                                                            33


THE OPENING BANK’S L/C COSTS SHALL BE FOR THE APPLICANT’S
ACCOUNT, ADVISING BANK COSTS (IF ANY) SHALL BE FOR THE
BENEFICIARY’S ACCOUNT.


8. RISK AND PROPERTY
--------------------
PROPERTY IN THE OIL, ALL RISKS AND ALL LIABILITIES WITH
RESPECT
THERETO SHALL PASS TO BUYER WHEN THE OIL PASSES THE FLANGE
CONNECTION BETWEEN THE DELIVERY HOSE AND THE PERMANENT HOSE
CONNECTION OF THE VESSEL AT THE LOADING TERMINAL.


9. INSPECTION
-------------
AN INTERNATIONALLY RECOGNISED INDEPENDENT INSPECTOR SHALL BE
MUTUALLY
AGREED AND APPOINTED IMMEDIATELY UPON SIGNING OF THIS
CONTRACT.INSPECTION COSTS TO BE SHARED EQUALLY BETWEEN SELLER
AND BUYER.


10. DISPUTE RESOLUTION, LAW AND JURISDICTION
---------------------------------------------
10.1 DISPUTE PROCEDURE.

A) EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PARTIES SHALL
ATTEMPT TO SETTLE ALL DISPUTES ARISING OUT OR IN CONNECTION
WITH THIS CONTRACT IN THE FIRST INSTANCE WITHIN THIRTY (30)
DAYS FROM THE DATE UPON WHICH ONE PARTY HAS GIVEN WRITTEN
NOTICE OF A DISPUTE TO THE OTHER PARTY, BY DISCUSSIONS BETWEEN
OR AMONG THE PARTIES INVOLVED; AND

B) IF THE DISPUTE IN QUESTION CANNOT BE SETTLED WITHIN SUCH
THIRTY (30) DAY PERIOD, THEN THE MATTER MAY BE REFERRED TO
ARBITRATION IN ACCORDANCE WITH CLAUSE 10.2 BELOW, UNLESS THE
PARTIES OTHERWISE AGREE IN WRITING.

10.2 ARBITRATION PROCEDURE.    SUBJECT TO CLAUSE 10.1, UNLESS
OTHERWISE AGREED IN WRITING BY THE PARTIES:

A) ALL DISPUTES SHALL BE REFERRED TO AND BE RESOLVED BY
ARBITRATION TO BE CONDUCTED IN ACCORDANCE WITH THE RULES OF
ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (THE “ICC
RULES”) BY THE ARBITRATORS APPOINTED IN ACCORDANCE WITH THE
ICC RULES;


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34




B) THE ICC RULES IN FORCE AT THE TIME SHALL GOVERN THE
PROCEDURE BEFORE THE ARBITRATORS.    THE PLACE OF ARBITRATION
SHALL BE ZURICH (SWITZERLAND). THE LANGUAGE OF THE ARBITRATION
SHALL BE ENGLISH;

C) THE EXPENSE OF THE ARBITRATION SHALL BE BORNE BY THE
PARTIES IN SUCH MANNER AS THE ARBITRATORS MAY DETERMINE;
PROVIDED, HOWEVER, THAT EACH PARTY SHALL PAY FOR AND BEAR THE
COSTS OF ITS OWN EXPERTS, EVIDENCE AND LEGAL COUNSEL;

D) THE ARBITRATORS SHALL NOT HAVE AUTHORITY TO AWARD PUNITIVE
DAMAGES;

E) THE PARTIES HERETO AGREE TO EXCLUDE ANY RIGHT OF
APPLICATION OR APPEAL TO ANY COURT WHICH MAY OTHERWISE HAVE
JURISDICTION IN THE MATTER IN CONNECTION WITH ANY QUESTION OF
LAW ARISING IN THE COURSE OF THE ARBITRATION REFERENCE OR OUT
OF THE AWARD. HOWEVER, THE PARTIES MAY MAKE AN APPLICATION TO
ANY COURT FOR ENFORCEMENT OF ANY AWARD (INCLUDING EXECUTION OF
SUCH JUDGMENT), INCLUDING ENFORCEMENT OF ANY AWARD GRANTING
INTERLOCUTORY RELIEF AGAINST A PARTY, AND FOR THE OBTAINING OF
ANY   EVIDENCE    (WHETHER   BY   DISCOVERY    OF   DOCUMENTS,
INTERROGATORIES, AFFIDAVITS OR TESTIMONY OF WITNESSES OR
WHATEVER) WHICH THE ARBITRATORS DIRECT SHALL BE ADMITTED IN
THE ARBITRAL PROCEEDINGS;

F) ANY AWARD RENDERED IN ACCORDANCE WITH THIS CLAUSE 10.2
SHALL BE FINAL AND BINDING ON THE PARTIES; AND

G) THE PARTIES HEREBY REPRESENT AND WARRANT THEY CAN EACH
RESPECTIVELY, VALIDLY AND UNCONDITIONALLY CONSENT UNDER ALL
APPLICABLE LAWS TO THE ARBITRATION AGREEMENT CONTAINED IN THIS
CLAUSE 10.

10.3 THIS CONTRACT SHALL BE GOVERNED BY AND      CONSTRUED   IN
ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES.


11. FORCE MAJEURE
------------------------------
11.1 SAVE FOR PAYMENT OBLIGATIONS, A PARTY SHALL BE EXCUSED
FROM PERFORMING PART OR ALL OF ITS OBLIGATIONS UNDER THIS
CONTRACT AND SHALL NOT BE LIABLE FOR THE IMPOSITION OF ANY
PENALTIES OR BE LIABLE FOR DAMAGES IF, AND TO THE EXTENT THAT,
IT IS UNABLE TO PERFORM OR IS PREVENTED FROM OR DELAYED IN
PERFORMING THE SAME DUE TO AN ANY EVENT, CIRCUMSTANCE OR


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                                                            35


CONDITION WHICH IS (I) BEYOND THE REASONABLE CONTROL OF THE
PARTY AFFECTED; AND (II) COULD NOT HAVE BEEN (INCLUDING BY
REASONABLE ANTICIPATION) OR CANNOT BE REASONABLY AVOIDED OR
OVERCOME BY THE PARTY AFFECTED, ACTING IN ACCORDANCE WITH GOOD
OILFIELD   PRACTICES,   INCLUDING:   (A)   WAR,   HOSTILITIES,
REVOLUTION, RIOT, INSURRECTION OR OTHER CIVIL COMMOTION, ACTS
OF TERRORISM OR SABOTAGE; (B) NUCLEAR EXPLOSION, RADIOACTIVE,
BIOLOGICAL OR CHEMICAL CONTAMINATION, IONISING RADIATION, OR
THE DISCOVERY OF SUCH CONTAMINATION OR RADIATION; (C) STRIKES,
WORK STOPPAGES, WORK SLOW-DOWNS AND/OR LOCKOUTS EXCEPT ANY
SUCH ACTION BY THE EMPLOYEES OF THE PARTY CLAIMING FORCE
MAJEURE; (D) LIGHTNING, FIRE, EARTHQUAKE, SANDSTORM, FLOOD,
STORM, TSUNAMI, CYCLONE OR TORNADO; (E) EXPLOSION (OTHER THAN
NUCLEAR EXPLOSION OR AN EXPLOSION RESULTING FROM AN ACT OF
WAR); (F) EPIDEMIC OR PLAGUE; AND (G) INABILITY TO OBTAIN
NECESSARY PLANT, EQUIPMENT OR MATERIALS DUE TO BLOCKADE,
EMBARGO OR SANCTIONS, (EACH, AN “EVENT OF FORCE MAJEURE”);
PROVIDED, THAT THE PARTY CLAIMING AN EVENT OF FORCE MAJEURE
SHALL AS PROMPTLY AS PRACTICABLE AFTER BECOMING AWARE OF THE
OCCURRENCE OF AN EVENT OF FORCE MAJEURE, BUT IN NO EVENT LATER
THAN FIVE (5) DAYS THEREAFTER, GIVE THE OTHER PARTY WRITTEN
NOTICE DESCRIBING THE PARTICULARS OF THE OCCURRENCE AND ITS
EFFECT UPON ITS PERFORMANCE UNDER THIS CONTRACT AND, TO THE
EXTENT KNOWN, THE EXPECTED DURATION OF THE EVENT OF FORCE
MAJEURE AND ITS EFFECTS; PROVIDED, FURTHER, THAT THE
SUSPENSION OF PERFORMANCE IS OF NO GREATER SCOPE AND OF NO
LONGER DURATION THAN THAT CAUSED BY THE EVENT OF FORCE
MAJEURE.

11.2 WITHIN FIVE (5) DAYS AFTER GIVING NOTICE UNDER THE
PROVISIONS CONTAINED IN CLAUSE 11.1 ABOVE, THE PARTY CLAIMING
AN EVENT OF FORCE MAJEURE SHALL PREPARE AND DELIVER TO THE
OTHER PARTY AN APPRAISAL REPORT OF THE EFFECTS OF THE EVENT OF
FORCE MAJEURE (THE “FORCE MAJEURE REPORT”). THE FORCE MAJEURE
REPORT SHALL:

A) SPECIFY THE EVENT OF FORCE MAJEURE;
B) DESCRIBE THE EFFECTS OF THE EVENT OF FORCE MAJEURE ON THE
PERFORMANCE OF THE AFFECTED PARTY'S OBLIGATIONS UNDER THIS
CONTRACT;
C) PROVIDE A GOOD FAITH ESTIMATE (IN EACH CASE TO THE EXTENT
APPLICABLE UNDER THE CIRCUMSTANCES) OF:
I) WHERE APPROPRIATE, THE COSTS OF MITIGATING OR OVERCOMING
THE EFFECTS OF THE EVENT OF FORCE MAJEURE IN ACCORDANCE WITH
CLAUSE 11.6; AND
II)THE TIME WHICH IT WILL TAKE TO OVERCOME THE EFFECTS OF THE
EVENT OF FORCE MAJEURE ON THE PERFORMANCE OF THE AFFECTED


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PARTY’S OBLIGATION, AND ANY SUPPORTING DOCUMENTS REASONABLY
REQUESTED BY THE OTHER PARTY.

11.3 THE PARTY NOT CLAIMING THE EVENT OF FORCE MAJEURE SHALL,
WITHIN FIVE (5) DAYS OF RECEIPT OF THE FORCE MAJEURE REPORT,
NOTIFY THE OTHER PARTY OF ITS AGREEMENT OR OBJECTION TO THE
TERMS OF THE FORCE MAJEURE REPORT (IN CASE OF OBJECTION, THE
“OBJECTION NOTICE”).

11.4 THE PARTY CLAIMING AN EVENT OF FORCE MAJEURE SHALL HAVE
FIVE (5) DAYS FROM THE DATE OF AN OBJECTION NOTICE TO APPEAL
THE OBJECTION NOTICE BY NOTICE IN WRITING (AN “APPEAL NOTICE”)
TO THE OTHER PARTY, FAILING WHICH NOTIFICATION, THE OBJECTION
NOTICE SHALL BE DEEMED FINAL AND BINDING.

11.5 FOLLOWING RECEIPT OF AN APPEAL NOTICE, THE PARTIES SHALL
NEGOTIATE IN GOOD FAITH TO DETERMINE THE APPLICABILITY OF THE
NATURE AND EFFECT OF THE EVENT OF FORCE MAJEURE.        IF THE
PARTIES CANNOT REACH AGREEMENT WITHIN TEN (10) DAYS OF THE
APPEAL NOTICE, THEN EITHER PARTY MAY REFER THE DISAGREEMENT TO
ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 18.

11.6 FOLLOWING THE OCCURRENCE OF AN EVENT OF FORCE MAJEURE,
THE AFFECTED PARTY SHALL:

A) MAKE ALL REASONABLE EFFORTS TO PREVENT AND REDUCE TO A
MINIMUM AND MITIGATE THE EFFECT OF AN EVENT OF FORCE MAJEURE;
AND

B) USE REASONABLE EFFORTS TO ENSURE RESUMPTION OF NORMAL
PERFORMANCE UNDER THIS CONTRACT AS SOON AS REASONABLY
PRACTICABLE AFTER THE CESSATION OF SUCH EVENT OF FORCE
MAJEURE.

11.7 THE PARTY CLAIMING ANY EVENT OF FORCE MAJEURE SHALL AS
SOON AS REASONABLY PRACTICABLE GIVE WRITTEN NOTICE TO THE
OTHER PARTY OF:
A) THE CESSATION OF THE RELEVANT EVENT OF FORCE MAJEURE; AND
B) THE CESSATION OF THE EFFECTS OF SUCH EVENT OF FORCE MAJEURE
ON THE PERFORMANCE BY SUCH PARTY OF ITS OBLIGATIONS UNDER THIS
CONTRACT.

11.8 UPON CESSATION OF THE EVENT OF FORCE MAJEURE, THE PARTY
WHICH INVOKED THE EVENT OF FORCE MAJEURE SHALL BE REQUIRED TO
START OR RESUME PERFORMANCE UNDER THIS CONTRACT AS SOON AS
REASONABLY PRACTICABLE.




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                                                            37


11.9 NOTWITHSTANDING THE PROVISIONS OF CLAUSE 11.1, NO RELIEF
SHALL BE GRANTED TO A PARTY PURSUANT TO THIS CLAUSE 11 TO THE
EXTENT THAT SUCH FAILURE OR DELAY WOULD HAVE NEVERTHELESS BEEN
EXPERIENCED BY SUCH PARTY HAD THE RELEVANT EVENT OF FORCE
MAJEURE OR ITS EFFECTS NOT OCCURRED.

11.10 UNLESS THE PARTIES OTHERWISE AGREE, IF THE SUSPENSION
CAUSED BY AN EVENT OF FORCE MAJEURE CONTINUES FOR A CONTINUOUS
PERIOD EXCEEDING THIRTY (30) DAYS, EITHER PARTY MAY ISSUE
WRITTEN NOTICE TO THE OTHER PARTY TERMINATING THIS CONTRACT,
WHEREUPON, ON THE DATE SET FORTH IN SUCH NOTICE, THIS CONTRACT
SHALL TERMINATE IMMEDIATELY, BUT WITHOUT PREJUDICE TO ANY SUMS
OWING BY EITHER PARTY TO THE OTHER FOR PERFORMANCE ALREADY
RENDERED HEREUNDER. IN SUCH A CASE, NEITHER PARTY SHALL HAVE
THE RIGHT TO ANY COMPENSATION FOR POSSIBLE LOSSES, FROM THE
OTHER PARTY.


12. DETERMINATION OF QUANTITY AND QUALITY
--------------------------------------------

QUANTITY SHALL BE ASCERTAINED BY THE INDEPENDENT INSPECTOR AND
REPORTED ON THE BILL OF LADING. ACTUAL DENSITY SHALL BE BASED
ON A VESSEL TANKS COMPOSITE DRAWN AFTER LOADING. ACTUAL
DENSITY TO BE DETERMINED AS PER USUAL PRACTICE AT LOADING
TERMINAL
QUALITY SHALL BE ASCERTAINED BY THE INDEPENDENT INSPECTOR AT
LOADPORT ON A FULLY REPRESENTATIVE SAMPLE OF THE ENTIRE CARGO
SHIPPED ON BOARD.


13. LAYTIME AND DEMURRAGE
--------------

LAYTIME OF 36 HOURS SHALL BEALLOWED TO SELLER, PRORATA FOR
PART CARGO, COMMENCING 6 HOURS AFTER NOR HAS BEEN TENDERED OR
WHEN VESSEL IS ALL FAST ALONGSIDE BERTH, WHICHEVER IS
EARLIER. FOR THE PURPOSE OF COMPUTING LAYTIME AND DEMURRAGE,
TIME SHALL CEASE WHEN HOSES ARE DISCONNECTED. IF DELIVERY OF
CARGO DOCUMENTS IS DELAYED IN EXCESS OF 4 HRS FROM HOSE
DISCONNECTION THEN LAYTIME WILL CONTINUE TO RUN UPON THE
EXPIRATION OF SUCH ALLOWANCE AND UNTIL CORRECT AND SIGNED
DOCUMENTATION IS DELIVERED ONBOARD.

DEMURRAGE COSTS DUE TO THE SELLER’S FAULT, ARE TO BE
CALCULATED AS PER TANKER VOYAGE CHARTER PARTY RATE, AND SHALL




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BE PAYABLE WITHIN THREE WEEKS UPON PRESENTATION OF THE INVOICE
TOGETHER WITH THE TIME SHEET AND STATEMENT OF FACTS.

LAYTIME AND       DEMURRAGE   WILL   BE   CALCULATETD   UNDER   FOLLOWING
CONDITIONS:

13.1 THE BUYER SHALL ENSURE THAT ONCE THE VESSEL HAS ARRIVED
AT THE NORMAL WAITING AREA OF THE TERMINAL AND HAS COMPLIED
WITH THE RULES OF THE TERMINAL AND IS READY IN ALL RESPECTS TO
RECEIVE THE AGREED CARGO, THE MASTER OR HIS DULY AUTHORISED
AGENT WILL PRESENT A NOTICE OF READINESS (NOR) TO THE TERMINAL
OPERATOR BY TELEX, RADIO OR TELEPHONE. THE NOR WILL NOT BE
ACCEPTED EXCEPT DURING OPENING TIME, CURRENTLY BETWEEN 06.00
HOURS AND 15.00 HOURS (LOCAL TIME). IF THE NOR IS PRESENTED AT
ANY TIME OUTSIDE THE ABOVE INDICATED TIMES, IT SHALL BE DEEMED
PRESENTED AND ACCEPTED AT 06.00 HOURS (LOCAL TIME) AT THE
BEGINNING OF THE NEXT OPENING TIME, PROVIDED THAT THE TERMINAL
OPERATOR MAY AUTHORISE THE VESSEL TO BERTH AND COMMENCE
LOADING PRIOR TO THE NEXT OPENING TIME. ANY NOR PRESENTED
AFTER 15.00 HOURS (LOCAL TIME) ON THE LAST DAY OF THE LIFTING
PERIOD SHALL BE DEEMED PRESENTED AFTER THE LIFTING PERIOD
UNLESS THE TERMINAL OPERATOR, AT ITS SOLE DISCRETION, DECIDES
TO BERTH THE VESSEL ON THE SAME DAY.

13.2 SUBJECT TO THE PROVISIONS OF ARTICLE 13.1 ABOVE:

     13.2.1    IF THE NOR IS PRESENTED/DEEMED PRESENTED (AS
APPLICABLE) WITHIN THE LIFTING PERIOD, LAYTIME SHALL BEGIN SIX
(6) HOURS AFTER PRESENTATION/DEEMED PRESENTATION OF THE NOR TO
THE TERMINAL OPERATOR OR ITS REPRESENTATIVE AT THE TERMINAL,
OR UPON CONNECTION OF HOSES, WHICHEVER OCCURS EARLIER;

     13.2.2    IF THE NOR IS PRESENTED/DEEMED PRESENTED (AS
APPLICABLE) BEFORE 06.00 HOURS, LOCAL TIME OF THE AGREED
LIFTING DATE, LAYTIME SHALL BEGIN SIX (6) HOURS AFTER 06.00
HOURS, LOCAL TIME, ON THE AGREED LIFTING DATE, UNLESS THE
TERMINAL OPERATOR AUTHORISES, AT HIS SOLE DISCRETION, THE
VESSEL TO BERTH AND THE LOADING TO BEGIN, IN WHICH CASE THE
LAYTIME SHALL BEGIN UPON COMMENCEMENT OF LOADING.

     13.2.3    IF THE NOR IS PRESENTED AFTER THE LIFTING
PERIOD, LAYTIME SHALL BEGIN UPON COMMENCEMENT OF LOADING,
BEING UNDERSTOOD THAT THE TERMINAL OPERATOR WILL ORDER THE
VESSEL TO BERTH AND COMMENCE LOADING AT HIS CONVENIENCE.

13.3 LAYTIME SHALL CEASE UPON DISCONNECTION OF HOSES.                THE
VESSEL SHALL LEAVE ITS LOADING BUOY/BERTH AS SOON AS                 THE


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                                                                   39


LOADING HOSES HAVE BEEN DISCONNECTED AFTER LOADING HAS BEEN
COMPLETED. HOWEVER, WHERE THE VESSEL’S DEPARTURE IS DELAYED
AFTER DISCONNECTION OF HOSES BECAUSE OF DELAY IN THE PROVISION
OF CARGO DOCUMENTS WHICH ARE THE RESPONSIBILITY OF THE
TERMINAL OPERATOR, TIME IN EXCESS OF FOUR (4) HOURS AFTER
DISCONNECTION OF HOSES FOR AWAITING SUCH DOCUMENTS SHALL COUNT
AS USED LAYTIME.

13.4 EACH VESSEL MUST COMPLY WITH THE PORT AND SAFETY
REGULATIONS IN FORCE AT THE TERMINAL. THE CHARACTERISTICS OF
EACH VESSEL MUST IN ALL RESPECT COMPLY WITH THE LIMITS IMPOSED
BY THE SAID PORT AND SAFETY REGULATIONS.

13.5 VESSELS WILL BE BERTHED AT THE TERMINAL IN ACCORDANCE
WITH THE AGREED LIFTING PROGRAM. NEVERTHELESS, THE TERMINAL
OPERATOR RESERVES THE RIGHT TO IMPOSE A DIFFERENT ORDER OR A
POSSIBLE SHIFTING OF THE VESSEL WHENEVER THE TERMINAL OPERATOR
CONSIDERS THAT THIS IS REQUIRED BY THE OPERATING CONDITIONS OF
THE TERMINAL. IN SUCH CASE TIME SHALL COUNT AS USED LAYTIME
AND SHIFTING COSTS SHALL BE FOR TERMINAL OPERATOR’S ACCOUNT.


13.6 THE TIME ALLOWED AS LAYTIME TO THE TERMINAL OPERATOR FOR
THE LOADING OF A CARGO OF A SIZE EQUAL TO THE NOMINAL CARGO IS
ONE-HALF OF THE TOTAL LAYTIME, AS PUBLISHED IN THE WORLDSCALE
IN FORCE ON THE LIFTING DATE, THUS PRESENTLY 36 (THIRTY-SIX)
HOURS, INCLUDING SUNDAYS, HOLIDAYS AND NIGHTS, UNLESS LOADING
IS PROHIBITED ON SUNDAYS, HOLIDAYS OR DURING THE NIGHT BY THE
LAWS OR REGULATIONS IN FORCE AT THE TERMINAL. THE LAYTIME WILL
BE CALCULATED ON A PRO RATA BASIS IN KEEPING WITH THE QUANTITY
LOADED IF THE LATTER EXCEEDS THE NOMINAL CARGO: THE LAYTIME
SHALL BE EXTENDED PRORATA THE DIFFERENCE BETWEEN THE INCREASED
CARGO AND 1,034,250 BARRELS BY REASON OF ONE HOUR FOR EACH
45,000 BARRELS. ALL VESSELS LIFTING PURSUANT TO THIS AGREEMENT
MUST BE CAPABLE OF RECEIVING CRUDE OIL AT A MINIMUM RATE OF
45,000 BARRELS PER HOUR.

     ANY TIME CONSUMED BY REASON OF ANY OF THE FOLLOWING
EVENTS SHALL NOT COUNT AS USED LAYTIME OR, IF THE VESSEL IS
ALREADY ON DEMURRAGE, AS DEMURRAGE:

         SHIFTING/MANOEUVRING   TIME   IN   ORDER   TO   REACH   THE
LOADING BUOY/BERTH;

         ANY TIME LOST DUE TO THE VESSEL AND ESPECIALLY ANY
DELAY CAUSED BY THE VESSEL DURING LOADING OPERATIONS,
INCLUDING ANY DELAYS DUE TO THE INABILITY OF HER EQUIPMENT TO


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LOAD THE AGREED CARGO WITHIN THE TIME ALLOWED, WITHOUT
PREJUDICE TO THE OTHER RIGHTS OF THE TERMINAL OPERATOR;

         IF THE LIFTER, THE OWNER, THE CHARTERER OR THE
MASTER OF THE VESSEL OR THE LOCAL AUTHORITIES PROHIBIT LOADING
AT ANY TIME;

         DISCHARGING OF BALLAST OR SLOPS UNLESS CONCURRENT
WITH LOADING;

         IF THE TERMINAL OPERATOR IS PREVENTED FROM OR
DELAYED IN DELIVERING ALL OR PART OF THE AGREED CARGO BY ANY
REASON OF FORCE MAJEURE AS PROVIDED FOR IN ARTICLE 16;

         DELAY          CAUSED   BY   POOR   METEOROLOGICAL    OR   SEA
CONDITIONS;

                 AWAITING TIDE, TUGBOATS, PILOT OR DAYLIGHT;

         AWAITING   CUSTOMS,   IMMIGRATION   CLEARANCE,             FREE
PRATIQUE OR OTHER LOCAL ADMINISTRATIVE REQUIREMENTS;

13.7 THE TERMINAL OPERATOR SHALL HAVE THE RIGHT TO ORDER
SHIFTING VESSEL FROM ONE BUOY/BERTH OR MOORING TO ANOTHER. IN
SUCH CASE, TIME SHALL COUNT AS USED LAYTIME AND SHIFTING COSTS
SHALL BE FOR THE TERMINAL OPERATOR’S ACCOUNT.


14. VESSEL INSURANCE
---------------------

THE BUYER WARRANTS THAT, AT THE TIME OF LOADING:

     (I) THE VESSEL WHICH WILL LIFT THE CRUDE OIL IS ENTERED
IN A PROTECTION AND INDEMNITY ("P&I") CLUB WHICH IS A MEMBER
OF THE INTERNATIONAL GROUP OF P&I CLUBS;
     (II) THE VESSEL HAS IN PLACE INSURANCE COVER FOR OIL
POLLUTION IN AN AMOUNT OF NO LESS THAN THE HIGHEST STANDARD
OIL POLLUTION COVER AVAILABLE UNDER THE RULES OF THE
INTERNATIONAL GROUP OF P&I CLUBS;

(III)     THE OWNERS OF THE VESSEL ARE A MEMBER OF THE
INTERNATIONAL TANKER OWNERS POLLUTION FEDERATION LIMITED
(ITOPF) AND THE VESSEL SHALL HAVE ON BOARD A VALID CERTIFICATE
ISSUED PURSUANT TO THE CIVIL LIABILITY CONVENTION (CLC) 1969,
OR TO THE 1992 PROTOCOL, AS AND WHEN IN FORCE.



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                                                            41




THE BUYER UNDERTAKES TO USE ITS REASONABLE EFFORTS TO ENSURE
THAT ANY VESSEL NOMINATED TO THE TERMINAL OPERATOR TO LIFT THE
CARGO SHALL FULLY COMPLY WITH THE INTERNATIONAL SAFETY
MANAGEMENT (ISM) CODE WHICH HAS COME INTO FORCE ON 1ST JULY
1998, AND SHALL, UPON REQUEST, PROVIDE A COPY OF THE RELEVANT
VALID SAFETY MANAGEMENT CERTIFICATE AND DOCUMENT OF COMPLIANCE
AS REQUIRED UNDER THE SOLAS CONVENTION 1974 AS AMENDED.

15. OTHER TERMS
------------------

WHERE NOT INCONSISTENT WITH THE TERMS OF THIS CONTRACT,
INCOTERMS 2010 FOR FOB SALES, WITH ALL LATER AMENDMENTS, SHALL
APPLY.

THE TERMS OF THIS CONTRACT SHALL BE SUBJECT TO THE TERMS OF
THE PALANCA LIFTING AGREEMENT, WHICH SHALL BE AN INTEGRAL PART
OF THIS CONTRACT.

THE   UNITED   NATIONS  CONVENTION   ON   CONTRACTS FOR    THE
INTERNATIONAL SALE OF GOODS 1980 SHALL NOT APPLY TO       THIS
CONTRACT PURSUANT TO ARTICLE 6 OF THE CONVENTION.


16. ASSIGNABILITY
-------------------

16.1 NEITHER PARTY IS ENTITLED TO TRANSFER OR ASSIGN ITS
RIGHTS AND/OR OBLIGATIONS UNDER THIS CONTRACT TO A THIRD PARTY
WITHOUT THE OTHER PARTY’S PRIOR WRITTEN CONSENT.

16.2 IN THE EVENT OF THE LIQUIDATION OF ANY PARTY, ALL RIGHTS
AND/OR OBLIGATIONS OF SUCH PARTY UNDER THIS CONTRACT SHALL BE
ASSIGNED TO ITS APPROPRIATE SUCCESSOR.

16.3 ANY SUCH ASSIGNMENT SHALL BE IN FORM ACCEPTABLE TO THE
NON-ASSIGNING PARTY AND SHALL BE EFFECTED BY NOTICE IN WRITING
FROM   THE  ASSIGNOR    OR  SIGNED  BY   ASSIGNEE  WHO   TAKES
RESPONSIBILITY FOR THE OBLIGATIONS UNDER THIS CONTRACT.
NOTICE OF ANY SUCH ASSIGNMENT SHALL BE PROMPTLY GIVEN BY THE
PARTY EFFECTING THE ASSIGNMENT TO THE OTHER PARTY TO THIS
CONTRACT, CONTAINING THE ASSIGNEE’S COMPANY NAME, COMPANY
ADDRESS, LEGAL REPRESENTATIVE / OFFICIAL WITH THEIR TELEPHONE,
EMAIL, AND FAX NUMBERS.




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17. THIRD PARTY RIGHTS
------------------------

NOTHING IN THIS AGREEMENT SHALL BE CONSIDERED OR CONSTRUED AS
CONFERRING ANY RIGHT OR BENEFIT ON A PERSON NOT A PARTY TO
THIS AGREEMENT AND THE PARTIES DO NOT INTEND THAT ANY TERM OF
THIS AGREEMENT SHOULD BE ENFORCEABLE, BY VIRTUE OF THE
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999, BY ANY PERSON
WHO IS NOT A PARTY TO THIS AGREEMENT.


18. WARRANTIES
----------------

18.1 SELLER REPRESENTS AND WARRANTS THAT ALL THE INFORMATION
PROVIDED IN ITS BIDDING DOCUMENTS WITH RESPECT TO THIS
CONTRACT IS TRUE, CORRECT AND COMPLETE.

18.2 THE SELLER REPRESENTS AND WARRANTS THAT IT HAS GOOD TITLE
TO THE GOODS DELIVERED HEREUNDER AND THAT SUCH GOODS SHALL BE
FREE FROM ALL ROYALTIES, LIENS, ENCUMBRANCES, CLAIMS, AND ALL
APPLICABLE TAXES PAYABLE BY SELLER.


19. ISPS COMPLIANCE
-------------------

I BUYER SHALL PROCURE THAT    ITS NOMINATED VESSEL SHALL COMPLY
WITH THE REQUIREMENTS OF       THE INTERNATIONAL CODE FOR THE
SECURITY OF SHIPS AND OF      PORT FACILITIES AND THE RELEVANT
AMENDMENTS TO CHAPTER XI OF   SOLAS (ISPS CODE).

II THE NOMINATED VESSEL SHALL WHEN REQUIRED SUBMIT A
DECLARATION OF SECURITY (DOS) TO THE APPROPRIATE AUTHORITIES
PRIOR TO ARRIVAL AT THE LOADING PORT.

III NOTWITHSTANDING ANY PRIOR ACCEPTANCE BY SELLER OF SUCH
NOMINATED VESSEL, IF AT ANY TIME PRIOR TO THE PASSING OF RISK
AND TITLE THE VESSEL CEASES TO COMPLY WITH THE REQUIREMENTS OF
THE ISPS CODE:

     A) SELLER SHALL HAVE THE RIGHT NOT TO BERTH SUCH
NOMINATED VESSEL AND ANY DEMURRAGE RESULTING SHALL BE FOR THE
ACCOUNT OF THE BUYER.

B) BUYER SHALL BE OBLIGED TO TAKE REMEDIAL MEASURES SO THAT
THE VESSEL COMPLIES WITH THE REQUIREMENTS OF THE ISPS CODE.


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                                                            43




20. MISCELLANEOUS
-------------------

20.1    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, ANY FAILURE BY ANY PARTY TO COMPLY WITH ANY OF ITS
OBLIGATIONS HEREUNDER MAY BE WAIVED BY THE OTHER PARTY IN
WRITING, PROVIDED THAT NO SUCH WAIVER SHALL PRECLUDE SUCH
PARTY FROM REQUIRING THE FULFILMENT OF ANY OBLIGATIONS SET OUT
HEREIN AT ANY TIME IN THE FUTURE.     FAILURE OF ANY PARTY TO
INSIST UPON ITS RIGHTS UPON A BREACH OF THIS CONTRACT SHALL
NOT HOWEVER BE DEEMED A WAIVER OF SUCH RIGHTS EITHER WITH
RESPECT TO THAT BREACH OR ANY SUBSEQUENT BREACH WHETHER
SIMILAR OR DISSIMILAR IN NATURE.

20.2 UPON EFFECTIVE DATE, SAVE FOR THE BIDDING DOCUMENTS, ALL
PREVIOUS NEGOTIATIONS AND CORRESPONDENCE BETWEEN THE PARTIES
IN CONNECTION WITH THIS CONTRACT WILL BE CONSIDERED NULL AND
VOID.

20.3 THIS CONTRACT SHALL NOT BE AMENDED OR MODIFIED OR ANY
PROVISION THEREOF WAIVED, EXCEPT IN WRITING AND ACCEPTED BY
BOTH PARTIES.

20.4 ANY AND ALL ADDENDUMS AND ADDITIONS TO THIS CONTRACT ARE
VALID ONLY IF THEY ARE MADE IN WRITING AND DULY SIGNED BY BOTH
PARTIES.

20.5   NEITHER  SELLER  NOR   BUYER  SHALL  BE   LIABLE  FOR
CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES OR SPECIAL DAMAGES
OF ANY KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE
PERFORMANCE OR FAILURE TO PERFORM OBLIGATIONS UNDER THIS
CONTRACT.

20.6 ALL TAXES, CUSTOMS AND OTHER DUTIES CONNECTED WITH THE
CONCLUSION AND EXECUTION OF THIS CONTRACT LEVIED BEFORE THE
TRANSFER OF TITLE WILL BE THE RESPONSIBILITY OF SELLER AND
THEREAFTER WILL BE THE RESPONSIBILITY OF BUYER.

20.7 ANY AND ALL TAXES, FEES OR OTHER CHARGES IMPOSED OR
ASSESSED BY GOVERNMENTAL OR REGULATORY BODIES, THE TAXABLE
INCIDENT OF WHICH IS THE TRANSFER OF TITLE OR THE DELIVERY OF
THE GOODS HEREUNDER, OR THE RECEIPT OF PAYMENT THEREFORE,
REGARDLESS OF THE CHARACTER, METHOD OF CALCULATION OR MEASURE
OF THE LEVY OR ASSESSMENT, SHALL BE PAID BY THE PARTY UPON
WHOM THE TAX, FEE OR CHARGE IS IMPOSED BY LAW.


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20.8 ANY PROVISION OF THIS CONTRACT, WHICH IS DECLARED
UNLAWFUL   OR   UNENFORCEABLE   BY   A   COURT   OF   COMPETENT
JURISDICTION, SHALL NOT AFFECT ANY OTHER PROVISION HEREIN.


21. CONFIDENTIALITY
---------------------

BUYER UNDERTAKES THAT IT WILL TREAT AS CONFIDENTIAL AND
PREVENT DISCLOSURE TO ANY THIRD PARTY OF ANY TECHNICAL,
FINANCIAL, ECONOMIC AND COMMERCIAL INFORMATION AND DATA
ACQUIRED OR RECEIVED IN CONNECTION WITH THIS AGREEMENT,
INCLUDING THE CONTENTS OF THIS AGREEMENT AND PALANCA LIFTING
AGREEMENT.

BUYER UNDERTAKES THAT IT WILL, AND WILL PROCURE THAT ITS
EMPLOYEES, CONTRACTORS, AND OTHER CONNECTED PERSONS TREAT AND
KEEP SUCH INFORMATION AS CONFIDENTIAL AND WILL TAKE ALL
NECESSARY STEPS TO PRESERVE SUCH CONFIDENTIALITY.

22. NOTIFICATIONS
---------------------

ANY CONTRACTUAL, OPERATIONAL OR FINANCIAL NOTIFICATION FROM/TO
BUYER/SELLER TO BE MADE TO THE FOLLOWING CONTACTS:


SELLER:

BUYER:


THIS CONTRACT HAS BEEN MADE AND SIGNED FROM BOTH PARTIES IN 4
FOUR) ORIGINALS, TWO OF THEM FOR EACH PARTY.


BUYER                                      SELLER




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                                                                 45




[LETTER HEAD OF NAFTNA INDUSTRIJA SRBIJE J.S.C. NOVI SAD]

GUARANTEE

ANNEX       1

TO:     BUYER
        INCLUDING ITS SUCCESSORS AND PERMITTED ASSIGNS


DEAR SIRS,

WE, NAFTNA INDUSTRIJA SRBIJE J.S.C. NOVI SAD (NOVI SAD,
NARODNOG FRONTA 12) HEREBY CONFIRM THAT, UNDER THE CONTRACT
BETWEEN ............(BUYER). AND NAFTNA INDUSTRIJA SRBIJE
J.S.C. NOVI SAD(SELLER), NO. ............ CONCLUDED ON THE
......., 2011, AND SUBSEQUENT AMENDMENTS AND SUPPLEMENTS, IF
ANY    (THE    “CONTRACT”)     THE     SELLER    HAS     SOLD    TO
...........(BUYER)550,000 BBL ( +/- 5 PCT) OF        PALANCA BLEND
CRUDE OIL, BASIS FOB PALANCA TERMINAL ANGOLA, SCHEDULED TO BE
MADE AVAILABLE AT PALANCA TERMINAL DURING NOVEMBER 2011 (THE
“DELIVERY”),   SUBJECT,    AMONGST     OTHER   THINGS,    TO   YOUR
ALTERNATIVE 1 - PREPAYMENT 15 CALENDAR DAYS BEFORE THE
EXPECTED   B/L   FOR  75%    OF    THE   ESTIMATED    CARGO   VALUE
(“PREPAYMENT”) AND SUCH PREPAYMENT IS IN TURN SUBJECT AMONGST
OTHER THINGS TO YOUR RECEIPT OF THIS GUARANTEE. FOR THE
PURPOSE OF PREPAYMENT, THE PRO-FORMA INVOICE SHALL BE
CALCULATED ON THE BASIS OF THE AVERAGE OF DATED BRENT MEAN
CONSECUTIVE QUOTATIONS AS PUBLISHED IN PLATTS CRUDE OIL
MARKETWIRE FOR OCTOBER 2011 DTD BRENT PER NET US BARREL AND
TAKING INTO ACCOUNT THE ESTIMATED QUANTITY OF 550,000
BBLS.ALTERNATIVE 2 - OPPENING OF L/C AT FIRST CLASS BANK IN A
FORM ACCEPTABLE FOR SELLER, COVERING FULL CARGO VALUE, WITHIN
3 (THREE)DAYS OF EXECUTION OF THIS CONTRACT AND IS TO BE VALID
FOR THE LONGER OF (I) 60 DAYS (SIXTY DAYS) FROM THE DAY OF
OPENING AND (II) THE DURATION ENDING ON THE 40TH DAY AFTER THE
ESTIMATED B/L DATE (ESTIMATED B/L DATE ___.____.2011.).

THE FINAL PRICE HAS BEEN AGREED AS BEING ON THE BASIS OF
AVERAGE OF ALL THE MEAN DATED BRENT CONSECUTIVE QUOTATIONS AS
PUBLISHED IN “PLATTS CRUDE OIL MARKETWIRE” FROM THE FIVE (5)
QUOTATIONAL DAYS PRIOR, TO THE FIVE (5) QUOTATIONAL DAY AFTER
B/L DATE (I.E. B/L DATE = DAY ZERO) TOTAL 10 QUOTATIONS PER
NET US BBL.




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WE NAFTA INDUSTRIJA SRBIJE J.S.C. NOVI SAD (NOVI SAD, NARODNOG
FRONTA 12) HEREBY IRREVOCABLY AND UNCONDITIONALLY GUARANTEE
AND UNDERTAKE (AS PRIMARY OBLIGOR AND NOT MERELY AS SURETY)
THE FULL AND PUNCTUAL PERFORMANCE BY THE SELLER OF ALL ITS
PAYMENT OBLIGATIONS UNDER THE CONTRACT.

THIS GUARANTEE SHALL NOT BE AFFECTED BY: (I) ANY TIME FOR
PAYMENT OR OTHER WAIVER GRANTED TO THE SELLER;    OR (II) THE
TAKING, VARIATION, RELEASE, OR NON-ENFORCEMENT OF ANY RIGHTS
AGAINST THE SELLER;   OR (III) ANY VARIATION OF THE CONTRACT;
OR (IV) ANY UNENFORCEABILITY OR INVALIDITY OF ANY OBLIGATIONS
OF THE SELLER OR (V) ANY OTHER MATTER.

UNTIL ALL AMOUNTS WHICH MAY BE OR BECOME PAYABLE UNDER THE
CONTRACT HAVE BEEN IRREVOCABLY PAID IN FULL, WE SHALL NOT, BY
VIRTUE OF THIS GUARANTEE, BE SUBROGATED TO ANY OF YOUR RIGHTS
OR CLAIM IN COMPETITION WITH YOU AGAINST THE SELLER OR ANY
PERSON.   WE WILL REIMBURSE YOU ALL COSTS INCURRED BY YOU IN
CONNECTION WITH THE ENFORCEMENT OF THIS GUARANTEE.

ALL PAYMENTS TO BE MADE BY US HEREUNDER SHALL BE MADE IN
FREELY AVAILABLE UNITED STATES DOLLARS GROSS WITHOUT ANY SET-
OFF, WITHHOLDING OR DEDUCTION (WHETHER IN RESPECT OF TAXES,
FEES, CROSS CLAIMS, EXPENSES OR OTHERWISE) WHATSOEVER.
HOWEVER, IF WE ARE REQUIRED BY APPLICABLE LAW TO MAKE ANY
PAYMENT HEREUNDER SUBJECT TO THE DEDUCTION OR WITHHOLDING OF
TAX, WE SHALL GROSS-UP SUCH PAYMENT SO AS TO ENSURE THAT YOU
RECEIVE A NET SUM EQUAL TO THE SUM THAT YOU WOULD HAVE
RECEIVED HAD NO SUCH DEDUCTION OR WITHHOLDING BEEN MADE OR
REQUIRED TO BE MADE.

WE REPRESENT AND WARRANT THAT (A) THIS GUARANTEE IS A LEGALLY
BINDING PAYMENT OBLIGATION ON OUR PART, (B) WE HAVE OBTAINED
ALL APPROVALS AND/OR LICENSES FROM THE RELEVANT AUTHORITIES TO
ENABLE US TO ENTER INTO THIS GUARANTEE AND TO PROCURE THE
ABOVE MENTIONED DELIVERY .

WE CONFIRM THAT YOU HAVE THE RIGHT TO ASSIGN THIS GUARANTEE IN
WHOLE OR IN PART TO ANY PERMITTED ASSIGNEE TO WHOM WE ASSIGN
OUR RIGHTS UNDER THE CONTRACT, WITH NEED FOR        OUR PRIOR
APPROVAL .
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF ENGLAND. ALL DISPUTES ARISING OUT
OF OR IN CONNECTION WITH THIS GUARANTEE SHALL BE DETERMINED IN
ACCORDANCE WITH CLAUSE 10. (DISPUTE RESOLUTION, LAW AND
JURISDICTION) OF THE CONTRACT WHICH WE HAVE SEEN AND
ACKNOWLEDGE.


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                                                            47




EXECUTED AS A DEED ON                               2011

NAFTNA INDUSTRIJA SRBIJE J.S.C.


ANNEX 2

[NAFTNA INDUSTRIJA SRBIJE J.S.C.]


LETTER OF INDEMNITY
TO:       ..............(BUYER)

WE REFER TO A CARGO OF 550,000 BARRELS OF PALANCA BLEND CRUDE
OIL OF NORMAL EXPORT QUALITY SHIPPED ON BOARD THE M/T
‘__________’ AT PALANCA TERMINAL, ANGOLA, BILL OF LADING
________ 2011.

IN CONSIDERATION OF YOU MAKING PAYMENT OF ________ U.S.
DOLLARS FOR _________ BARRELS OF THE SAID CRUDE OIL IN
ACCORDANCE WITH THE AGREEMENT AND HAVING AGREED TO ACCEPT
DELIVERY OF THE CARGO IN QUESTION WITHOUT HAVING BEEN PROVIDED
WITH THE FULL SET OF 3/3 ORIGINAL, CLEAN NEGOTIABLE BILLS OF
LADING    ISSUED    OR    ENDORSED    TO    THE    ORDER    OF
..................(BUYER)/ORIGINAL CERTIFICATE(S) OF QUANTITY
AND QUALITY/ CERTIFICATE(S) OF ORIGIN AND AUTHENTICITY ('THE
DOCUMENTS') WE HEREBY REPRESENT AND WARRANT THE EXISTENCE AND
VALIDITY OF THE DOCUMENTS, THAT WE ARE ENTITLED TO POSSESSION
OF THE DOCUMENTS, WE WERE ENTITLED TO POSSESSION OF THE CRUDE
OIL, WE HAD GOOD TITLE TO SUCH CRUDE OIL, AND THAT TITLE IN
THE CRUDE OIL HAS BEEN PASSED AS PROVIDED IN THE AGREEMENT TO
YOU FREE OF ALL LIENS, CHARGES OR ENCUMBRANCES OF WHATEVER
KIND AND YOU WILL HAVE THE BENEFIT OF THE WARRANTY AS TO
ENJOYMENT OF QUIET POSSESSION IMPLIED BY LAW IN THE AGREEMENT
BUT WITHOUT PREJUDICE TO ANY OTHER WARRANTY SO IMPLIED.

WITHOUT PREJUDICE TO YOUR RIGHTS UNDER THE AGREEMENT, WE
HEREBY AGREE TO PROTECT, INDEMNIFY AND HOLD YOU HARMLESS FROM
AND AGAINST ANY AND ALL DAMAGES, LOSSES, LIABILITIES, COSTS,
CLAIMS AND REASONABLE EXPENSES WHICH YOU MAY SUFFER BY REASON
OF:

(A) OUR FAILURE TO PRESENT TO YOU IN ACCORDANCE WITH THE
AGREEMENT THE DOCUMENTS,
AND/OR




EAST\42375826.4
48


(B) ANY ACTION OR PROCEEDING BROUGHT OR THREATENED AGAINST
YOU IN CONNECTION WITH QUESTIONS OF TITLE TO OR THE RIGHT TO
POSSESSION OF THE DOCUMENTS OR THE CARGO OR THE PROCEEDS OF
EITHER, OR ANY LIENS, CHARGES OR ENCUMBRANCES ASSERTED ON THE
DOCUMENTS OR THE CARGO OR ANY OTHER CLAIMS ARISING OUT OF OR
IN CONNECTION WITH THE DOCUMENTS.
     THIS LETTER OF INDEMNITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH ENGLISH LAW, SHALL BE SUBJECT TO
THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS AND SHALL
CEASE TO HAVE EFFECT UPON THE DOCUMENTS BEING PROVIDED TO YOU.

SIGNED BY:


TITLE: AUTHORISED SIGNATORY
OF NAFTNA INDUSTRIJA SRBIJE J.S.C.




EAST\42375826.4

				
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