SALES _ PURCHASE CONTRACT AGREEMENT by wuxiangyu

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									                      SALES & PURCHASE CONTRACT AGREEMENT
                                               TTO BONNY LIGHT CRUDE OIL
                 This contract with contract number, OGPAS/BLCO/2801011 is made and
                             entered into on this 15th day of March, 2011
                                                                 BETWEEN

                                                OGBODO GIANT PLC
                                                     Registration Number: RC 794933
                               70 Ahoada Rd, Suite 10, Mr E-Complex, Port Harcourt
                                          Federal Republic of Nigeria
                                                              Represented by:
                                             MR. OGBODO MICHEAL OGBODO
                                                        CEO
                                                     Passport Number: A00537313
                                                    Passport Expiration: 23/07/2013
                                              (Hereinafter called “SELLER”) of the first part

                                                                    AND

                                                           (Company)
                                                           Registration Number:
                                                                (Address)
                                                                (Country)
                                                              Represented by:
                                                                  (Name)
                                                                   (Title)
                                                             Passport Number:
                          Passport Expiration:
                          Buyer Email address..
                          Buyers Phone Numbers..
                          Buyers Fax..
                                         (Hereinafter called “BUYER”) of the second part,

   RECITALS
   Whereas, the Seller, with Full Legal and Corporate Responsibility agrees to sell the herein specified product and the quantity as agreed,
   to the Buyer; the Buyer on the other hand also with Full Legal and Corporate Responsibility agrees and is irrevocably committed to
   purchase the said product in the amount and quality herein stipulated.

   Whereas, the parties mutually desire to execute The Agreement, which shall be binding upon and to the benefit of the parties,
   successors and assigns, in accordance with the jurisdictional law of the negotiated and fully executed contract with terms and provisions
   hereunder agreed upon.

   Whereas, the parties mutually accept to refer to the General Terms and Definitions as set out by the INCOTERMS, Edition 2000 e



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   Whereas, the Seller has sold and the Buyer has bought Nigerian Bonny Light Crude Oil (hereinafter referred to as “Crude Oil”) with
   delivery Term of TTO at port of Loading.

   CONTENT:
   Definitions
   Scope of the Contract
   Recitals
   The product
   Quantity
   Quality
   Measurement & Samples
   Delivery Terms
   Title and Risk of Loss
   Indemnity
   Price, Credit Period & Currency
   Payment Terms
   Berth & Discharge Port
   Vessel Nominations & Shipment
   Warranties
   Documents
   Taxes, Duties and Charges
   Force Majeure
   Liability & Penalty
   Assignment
   Applicable Law, Litigation & Arbitration
   General Provisions
   Notices
   Amendments and Waivers
   Penalty
   Insurance
   Legal Addresses of the Parties
   Non-Circumvention Non Disclosure Confidentiality Agreement
   Principals Banking:
   Master Fee Protection Agreement
   Conclusions Declarations and Signatures
   Shipping Schedule
   ATB Format
   Bank Draft Details

   DEFINITIONS
   Except where the context otherwise indicates, the following terms shall have the meaning as described to them in this paragraph 1, and
   shall include plural as well as singular.

   '“Bill of Lading' The official document, issued at the load port after completion of the loading operations, stating, among other things,
   the ship's loaded quality, expressed in Cubic Meters (M3) and in Metric Tons (MT) or barrels per the definitions herein. This document
   has to be signed in original by the ship's Master and made out in accordance with the instruction hereinafter specified in the agreement.

   '“TTO’ Tanker-Take-Over at the named port of shipment, strictly as referred to in the interpretations defined by the INCOTERMS Edition
   2000 with latest amendments.

   '“Loading Date' “The date mutually accepted by both the SELLER and the BUYER as the date on which the nominated international
   Surveyor Company has ascertained the quantity and quality of the product pumped into the Buyer's designated vessel.




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   '“Platt's' Platt‟s www.platts.com McGraw Hill, London                                   is the organization internationally recognized
   and accepted who publish official market prices of petroleum products on a daily basis.
   .
   '“Execution Date' The date on which the SELLER and the BUYER receive their respective faxed copies of this agreement, or as may
   be indicated otherwise in The Agreement.

   '“API/ASTM' Standards referenced to this Agreement are those in effect as at July 1st 1993. In the event that such Standards are
   subsequently revised or modified or new standards are issued, the new revised or modified standards will apply. Each party must advise
   the other party to this Agreement, within three (3) months after such revision, new or modified Standards are introduced and until such
   this standards shall be used.

   '“Affiliate' shall mean any company or corporation of seller or buyer which owns directly or indirectly fifty (50) percent or more of the
   shares carrying voting rights of such party (party company) and any company or corporation other than such party of which such parent
   company or such party owns directly or indirectly fifty (50) percent or more of the shares carrying voting rights.

   “NNPC shall mean NIGERIAN NATIONAL PETROLEUM CORPORATION.

   '“Agreement' shall mean the Crude Oil Sales / Purchase Contract of which these specific provisions agreed between Buyer and Seller
   form the conditions of Sales and Purchase.

   '“API' shall mean American Petroleum Institute.

   '“ASTM' shall mean American Society for Testing and Materials.

   '“Barrel' shall mean a volume of forty-two (42) US gallons corrected for temperature to (60) degrees Fahrenheit.

   '“Cargo' shall mean any particular quantity of the oil loaded into vessel as set out in this agreement includes Part Cargo

   '“Completion of Discharge' shall, in respect of a cargo, mean the final disconnection of vessel's discharge hose(s) following the
   discharge thereof.

   '“Day' shall mean calendar day

   '“Discharge Port(s)' shall, in respect of a cargo, mean the port(s) nominated by buyer and accepted by seller for discharge of such
   cargo in accordance with the agreement.

   '“Dollars' or' “USD' or' “US Dollars' shall mean dollars of the United States of America.

   '“Grade' shall mean any grade of the oil specified in the agreement.

   '“LayTime' shall have the meaning as that given to it in paragraph 15 of this agreement.

   '“Metric Ton' shall mean unit of weight equal to one thousand (1000) Kilograms and 7.57 Barrels shall be equal to one (1) metric Ton,
   measured at 60 degrees Fahrenheit.

   '“Month' shall mean a calendar month.

   '“Oil' shall mean crude oil specified in this agreement.

   '“Port Cargo' shall mean when a cargo is discharged in more than one Discharge Port or received by more than one receiver at the
   Discharge Port.

   '“Party' shall mean either Seller or Buyer.




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   '“Parties' shall mean Seller and Buyer jointly.

   '“Vessel' shall mean the ship whether owned or chartered or otherwise obtained by seller and employed by seller to ship the oil to the
   discharge port.

   '“Gallon' A unit of volume equivalent to 231 cubic inches or 0.3785 cubic meters, all measured at 60 degrees F.

   '“Commodity' Referred to as being Bonny Light Crude Oil, elsewhere in the agreement also referred to as Bonny Light, which
   Specifications, as specified by NNPC will be furnished by the SELLER and added as Appendix' “A' to this contract agreement.

   1. THE PRODUCT
   The product offered by the Seller and accepted by the Buyer is Nigerian Bonny Light Crude Oil that shall be lifted from NNPC Bulk
   approved equity agent's share off OPEC Record.

   2. QUANTITY
   The Seller shall be supplying a quantity of about Two Million (2,000,000) Barrels per month for twelve (12) months, (with possible rolls
   and or extensions), +/- 5% of crude oil. Both parties may consider additional deliveries (rolls and or extensions) before or after
   successful completion of total shipments (Shipping Schedule - Clause 27).

   3. QUALITY
   Quality of Product will be as per NNPC export grade specification, only water and basic sediment (B.S&W) ascertained at the port of
   loading shall be deducted in computing the net quantity of the Crude Oil loaded and certified in the Bill of Lading, as per the inspection
   certificate issued at the supply Port by' “SAYBOLT' or' “SGS', which shall be final and binding upon the parties.

   4. TECHNICAL SPECIFICATIONS
   4.1. All Parties agree to a tolerance level of plus or minus 5% - 10% for the result of the quality inspection unless otherwise stated. The
   Crude Oil to be supplied under the present agreement shall be in conformity with the specification and the responsibility of the Seller and
   inspection at the port of loading.

   4.2. If the specification of the product as per inspection for NNPC Export Grade fails to conform with the Bonny light Crude Oil
   specification, as agreed to in the contract, the price per barrel shall decrease by USD 0.02 (two United States Cents) for each 1/10th
   (one tenth) of a percent above 0.15% wt., Sulphur for the Crude Oil.

   QUALITY AND GRADE: The quality of this product shall be regular NNPC standard and export grades of Bonny Light Crude Oil,
   Nigeria origin.

   NNPC TECHNICAL SPECIFICATIONS:

   SPECIFIC GRAVITY:                                                     0.8398
   API AT 60 DEG. F:                                                     Min 35.0 – Max 37.00 +/- 5% (ASTM D-1298)
   WATER CONTENT BY DISTILLATION:                                        0.2%               (ASTM D-4006)
   POUR POINT DEGREES F:                                                 BELOW 40                    (ASTM D-97)
   SULFUR WEIGHT %:                                                      0.14               (ASTM D-139)
   SALT CONTENT PARTS PER BILLION:                                       3.0                (ASTM D-526)
   REID VAPOR PRESSURE (P.S.I.G.):                                       6.52               (ASTM D-529)
   KINEMATIC VISCOSITY @ 30 DEG. C:                                      2.2                (ASTM D-523)
   DISTILLATION INITIAL BOILING POINT (IBP):                             35 DEG. C                   (ASTM D-86)
   DISTILL TO 75 DEG. C VOL.%:                                           7.0
   DISTILL TO 175 DEG. C VOL.%:                                          35.5
   DISTILL TO 250 DEG. C VOL.%:                                          51.5
   DISTILL TO 300 DEG. C VOL%:                                           60.5
   COLOUR                                                                Dark Brown

   All Parties agree to a tolerance level of plus or minus 5%-10%, with respect to the Quality Inspection, unless otherwise stipulated.




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   An independent inspection company such as SGS, SAYBOLT or Robinson‟s shall conduct the verification as to quantity and quality.

   5. MEASUREMENT AND SAMPLES
   5.1. Measurement of quantities and the taking of samples for the purposes of determining the quality of the product shall be carried out
   at the port of loading in accordance with the general practices as accepted in the Oil industry, which Saybolt or SGS or any other
   licensed independent petroleum inspectors mutually appointed by the Parties hereto shall adhere.

   5.2. All product temperature corrections shall adhere to the latest revision of the table of measurement of the ASTM and API. Invoice
   quantity shall be determined at the loading port from appropriate cargo hold measurement and shall exclude water and sediment, if any
   in excess of the maximum specification determined by ASTM methods. Quantity and quality to be confirmed before discharging into the
   Buyer's shore tank facilities.

   6. DELIVERY TERMS
   6.1. The terms of the delivery for this agreement shall be of TTO basis. Any terms not covered by this agreement shall be covered by
   INCOTERMS 2000 for TANKER TAKE OVER vessel sales.

   6.2. The parties also hereby agree that the Seller should notify the Buyer with the entire necessary vessel's information that will enable
   him confirm after programming for loading in a timely manner by keeping contact with the vessel and knowing its exact ETA (AS MIGHT
   BE REQUIRED BY THE BUYER.)

   7. TITLE AND RISK OF LOSS
   Title and risk of loss or damage to the Crude Oil shall pass from Seller to Buyer at the loading port when the last drop of the Crude Oil is
   loaded into the Seller's nominated Vessel and all connections to the vessel have been removed.

   8. INDEMNITY
   SELLER expressly declares and warrants that all products sold and delivered to the BUYER under this Agreement are free from all
   encumbrances, and not derived from illegal/criminal sources.

   9. PRICE, CREDIT PERIOD & CURRENCY
   9.1. The price to be paid shall be based on the loaded quantity of Crude Oil for each shipment based on standard barrels and under
   “Dated Brent' as in the Platt's Oil gram Report.

   9.2. The applicable currency in respect of payment for the Cargo shall be United States Dollar (USD).

   9.3. The price shall be calculated on the three (3) days average mean quotation, one day before the date of loading, the day of loading,
   and the day after day of loading.

   9.4. The Discount to the Buyer shall be US$ (10.00) Dollars per barrel Gross below DTD Brent/ Buyer Net US$ (6.00) Dollars, while
   commission US$ (4.00) Dollars to the buyer‟s/seller's agents/consultants equally as described in the IMFPA hereto in this contract.

   10. PAYMENT TERMS
   10.1. The payment will be in US Dollars and made by Irrevocable, Confirmed, Documentary Letter of Credit (DLC) or MT103 from a
   Buyer‟s Bank (TOP-25 World Prime Bank) to the Seller‟s Nominated Bank covering the monthly shipment amount in US Dollars. The
   validity date of the LC should be agreed in between the banks.

   10.2. Quantity, as assessed at loading port by the Independent Inspector or Surveyor Company, and price as determined as per this
   agreement, will be used to compute the Seller's invoice. However, should the SGS or similar test for quality and quantity taken at the
   discharge port at the expense of the Buyer be significantly different from the test results from load port, the discharge port tests shall be
   deemed applicable for payment purposes.

   10.3. In case the amount of the Seller's invoice is lower than the amount of the LC, only the invoicing amount will be paid from this
   credit.




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   10.4. Any shortage of payment relative to the Seller's commercial invoice shall be settled by means of Debit Notes or supplementary
   Invoice as the case may be, and the amount settled by its addition to the next month's Letter of Credit.

   10.5. In case that in some month the sum of the Debit Note from the previous month plus the value of the monthly million barrels to be
   loaded overcome the value of the Letter of Credit, the Seller will have the option to require from the Buyer to increase the amount of the
   LC or to reduce the quantity to be loaded, so as to cancel the difference, and this will not be deemed a contract default.

   10.6. On the last shipment and final delivery of the contract the above-mentioned difference shall immediately be settled at sight at the
   time of payment by SWIFT transfer.

   10.7. All Payments shall be made at sight immediately, as per herein, on out-turned barrels, payable 100% upon presentation of
   Documents.

   10.8. In the event payment due date falls on a Saturday or a New York banking holiday other than a Monday, then payment will be
   affected on the preceding New York banking day. If the payment due date falls on a Sunday or a Monday, which is a banking holiday in
   New York, then the payment shall be effected on the next New York banking day.

   10.9. Buyer shall instruct its bank to advise the seller's bank by SWIFT or tested telex quoting the value date of the transfer, the amount,
   the invoice number and the clearing bank, if any. Such advise is to be sent in due time so as to enable Seller's bank to credit Seller with
   value on due date.

   10.10. All documents drawn under and in compliance with the Terms of the Letter of Credit shall be duly honored upon presentation,
   unless otherwise stated. The Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credit (1993
   revision, International Chamber of Commerce, Paris Publication No. 500).

   10.11. All Payment instruments will be presented at the issuing Bank for payment, as in this contract agreement terms and conditions
   and the deliveries and payment are effectuated according to the terms herein.

   10.12. The format of the Letter of Credit shall be agreed in between the Seller‟s and the Buyer‟s Bank and shall meet international
   standard requirements.

   10.13. The Seller and the Buyer each shall be responsible for their own bank charges.

   11. BERTH & LOADING PORT
   11.1. The Seller shall provide and make necessary arrangements at loading port to enable that vessel safe entry and exit.

   11.2. The Seller shall program, manifest, hire inspection agency, and assure that all necessary documents and applicable regulations of
   governmental, local and port authorities at the loading port are executed, including; pilotage, port authority etc., nominations, procedures
   & shipment.

   12. PROCEDURE:


   1, Seller and Buyer sign SPA and deposit same to their various bank .

   2, Seller’s bank issue APG (ADVANCE PAYMENT GUARANTEE ) to buyer’s bank to the value
   of fifty million naira (NGN50,000,000M) and buyer’s bank confirm fund and move the value of the
   APG to seller’s bank .

   Note that, the contents of the APG shall mean that seller’s bank guarantee the buyer and his bank and
   will hold onto the logistics fund in the event that seller finishes his job as agreed and comes for the




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   fund and at the event that if seller does not perform, that seller’s bank is responsible for the fund and
   should be refund the fund back to buyer’s bank and that makes it bank to bank.

   3, Seller confirms fund from his bank and nominate cargo and issue marine ATB to buyer’s
   nominated inspector and supercargo and seller moves vessel to Cotonou water and Buyer’s
   inspection teams boards vessel for Q&Q and Q&Q reports is release to buyer and seller.

   4,72hrs after Q&Q at cotonou water, buyer‘s bank full funded an irrevocable confirmable divisible
   transferable letter of credit or MT760 in seller’s favor by swift and seller confirms instrument.

   5, Seller introduce buyer to vessel operator and buyer place full voyage charter on the vessel and seller
   re-assign all shipping documents in buyer’s name and release soft copy of the documents to buyer and
   his bank and buyer confirm documents and buyer’s bank effect payment to seller account and all
   brokers in SPA and seller confirm payment and release hard copies of documents to buyer and vessel
   sail to buyers destination.

   13. WARRANTIES
   The Sellers warrants that it has the clear and qualified rights to sell or otherwise dispose of the Cargo as offered to him which, is the
   subject matter of this Contract Agreement and that the Cargo is clear of all liens and encumbrances.

   14. DOCUMENTS
   14.1. The following documents will be handed over to the Buyer for confirmation that the product has been discharged:
         Original and 3 copies of commercial invoice.
         Full set of 3 original and non-negotiable copies of bill of lading
         1 Original and 3 copies of Certificate of Quantity ( Note: that our discharge port is Cotonou)
         1 Original and 3 copies of Certificate of Quality (Note: that our discharge port is Cotonou)
         1 Original and 3 copies of Certificate of Origin
         1 Original and 3 copies of master's receipt of samples
         1 Original and 3 copies for master's receipt of each one-copy document, excepting commercial invoice
         1 Original Ullage report issued at loading terminal.
         1 Original and 3 copies of cleanliness report at loading port.
         1 Certificate of Ownership

   14.2. Any other documents pertaining or related to the current transaction, duly signed by an authorized person(s) and as required by
   and specified in the RLC.

   15. TAXES, DUTIES & CHARGES
   15.1. The Seller shall pay ordinary agency fees, towage, pilotage and similar port charges, port duties and after taxes against Vessel at
   the loading Port.

   15.2. The Buyer is the importer of record and shall comply with all applicable government regulations governing said importation,
   procure all necessary licenses and permissions, and shall pay or cause to be paid all duties, Imposts and taxes for its importation.

   16. FORCE MAJEURE
   16.1. Neither the Seller nor the Buyer shall be responsible for any failure to fulfill their respective obligation under the Agreement if
   fulfillment has been prevented or curtailed by any circumstances whatsoever which are beyond the reasonable control of the Seller or
   the Buyer as the case may be including without prejudice to the generality of the foregoing.




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   16.2.Compliance with any order, demand or request of any government or of any international, nation, port, transportation, local or other
   authority or agency or of anybody or person purporting to be or to act for such authority or agency. Any strike, lockout, labor dispute,
   Adverse weather, perils of the sea or embargos.

   16.3. Delays of the vessel due to breakdown provided always that nothing contained herein shall relieve the Buyer of any of its
   obligations to make payments due to the Seller under the Agreement by the due dates or according to the provision of paragraph which
   obligations are absolute.

   16.4. In case of circumstances of Force Majeure lasting more than ninety (90) days, the Buyer shall have the right to cancel the
   Contract, partially or in total. In such a case, none of the parties hereof shall have the right to any compensation for possible losses from
   the other party.

   16.5. The party seeking relief under (a) of this paragraph shall advise the other party as soon as practicable of the circumstances
   causing the failure to fulfill its obligations and shall thereafter provide such information as is available regarding the progress cessation
   of those circumstances.

   16.6. The certificate issued by the respective Chambers of Commerce in the country where Force Majeure arises shall be sufficient
   proof of such circumstances and their duration.

   17. LIABILITIES AND PENALTY
   17.1. After receiving a Letter of Credit from the Buyer, delay exceeding the validity of the Letter of Credit, shall be considered as a non-
   performance on the part of the Seller.

   17.2. Except as expressly provided in the Agreement, neither Seller nor Buyer shall be liable for any indirect or consequential losses
   which may be suffered or alleged to have been suffered by the other party.

   18. ASSIGNMENT
   18.1. Neither Seller nor Buyer may assign its rights to this Contract without the prior written consent of the other party. Buyers shall be
   entitled to assign its rights to an affiliate or joint venture partner with written consent of the Seller. No such assignment shall relieve the
   assigning party of their obligations under this Contract. Notice of any such assignment shall be given promptly by the party effecting the
   assignment to the other party to this Contract. Any assignment not made in accordance with the forgoing provisions shall be void.

   18.2. If assignment is agreed to, a Formal Notice of the Assignment shall be submitted to the Buyer/Seller, which will contain the
   Assignee's Company Name, Company Address, Spokes person/Official to contact and their telephone and Phone/fax numbers.


   19.
   20. GENERAL PROVISIONS
   20.1. The parties hereby agree that this Contract shall become valid and operational if and when signed and sealed in counterparts and
   until both parties have fulfilled their obligations.

   20.2. The Agreement and all information obtained by one party from the other party shall be treated as confidential.

   20.3. The headings appearing in the Agreement are for convenience only.

   20.4. Any modification of addition to the Agreement shall be made in writing.

   21. NOTICES
   Unless otherwise agreed in writing, any notices, statements, requests or other communications to be given to either Party pursuant to
   the Agreement shall be sufficiently made if sent by post (by email if email is possible) postage paid, or by telegraph, telex, facsimiles
   transmission or other means of data transmission to the address of the party specified for this purpose in the Agreement.

   22. AMENDMENTS AND WAIVERS
   22.1. This Agreement shall not be amended or modified or any provision thereof waived, except in writing and accepted by both parties.



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   22.2. Any provision of this Agreement, which is declared unlawful or unenforceable by a Court of competent jurisdiction, shall not affect
   any other provision herein.

   23. INSURANCE
   23.1. Buyer shall bear the expense to procure a policy with a first class Marine Insurance Institute to cover one hundred and ten percent
   (110%) of the value of the cargo. The Insurance policy will cover all risks or loss or damages to the said cargo, including war, hijacking,
   explosion, etc, from the time the cargo has passed the ship‟s manifold flanges at the loading port.

   23.2. Marine Insurance will cover all risks of loss or damages to the said cargo, including war, hijacking, explosion, etc. until cargos
   commence to pass the ship‟s manifold flanges at the loading port. SELLER shall be responsible for insuring the Goods from port of
   loading to port of discharge.

   24. NON CIRCUMVENTION NON DISCLOSURE CONFIDENTIALLY AGREEMENT
   The undersigned parties hereby certify that they are fully satisfied about the genuineness of the Buyers and/or Sellers/Suppliers. The
   documents which are going to follow this Agreement like letters of intent, full corporate offers, bank comfort letters, contract terms and
   conditions, banking details or pre-advised payment instruments and/or any information contained in such documents will not be passed,
   under any circumstance, onto another intermediary or broker or trader or whatever company or private persons who are not end buyers
   or end suppliers without prior specific written consent of the party (s) providing such information.

   This Agreement is made and entered into on this date, shall obligate the undersigned parties and their partners, associates, employers,
   employees, affiliates, subsidiaries, parent companies, any nominees, representatives, successors, clients and assigns hereinafter
   referred to as the "the parties" jointly severally, mutually and reciprocally for the terms and conditions expressly stated and agree to
   below, and that this Agreement may be referenced from time to time in any document(s), or written Agreements, the terms and
   conditions of this Agreement shall apply to any exchange of information written or oral involving financial information, personal or
   corporate names, contracts initiated by or involving the parties and any addition, renewal, extension, roll-over amendment, renegotiation
   or new Agreement hereinafter referred to as "the transaction" (project/transaction") for the purchase of all food
   commodities/products/equipment.

   Now, therefore it is agreed:
   The intending parties hereby legally, and irrevocably bind themselves into guarantee to each other that they shall not directly or
   indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each others interest or the interest or relationship
   between the "parties" with the procedures, sellers, buyers, brokers, dealers, distributors, refiners, shippers, financial institutions,
   technology owners or manufacturers, to change, increase or avoid directly or indirectly payments of established or to be established
   fees, commissions, or continuance of pre-established relationship or intervene in any contracted relationships with manufacturers or
   technology owners with intermediaries entrepreneurs, legal council, or initiate buy/sell relationship or transactional relationship that by-
   passes one of the "parties" to one another in connection with any ongoing and future transaction or project.

   Furthermore, the "parties" irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to a third party any
   confidential information provided by one "party" to the other or otherwise acquired, particularly, contract terms, product information or
   manufacturing processes, prices, fees, financial Agreement, schedules and information concerning the identity of the sellers, producers,
   buyers, lenders, borrowers, brokers, distributors, refiners, manufacturers, technology owners, or their representative and specifically
   individuals names, addresses, principals, or telex/fax/telephone numbers, references, product or technology information and/or all other
   information advised by one "party(s)" to be one another as being confidential or privileged without prior specific written consent of the
   "party(s)" providing such information.

   This Agreement shall be valid for one year commencing from the date of this Agreement and expire on 2012. This Agreement has an
   option to renew for a further period of five (5) year subject to and upon the terms and conditions agreed between both parties.
   Declaring such breach, In the event that an amicable settlement cannot be agreed to by mutual discussion and/or arbitration by a third
   party each of the parties subject to the declared breach shall be responsible for their own legal expenses until a settlement or judgment
   is reached, provided however, that the "party" found in default by a judgment shall compensate in full the aggrieved "party" for all it's
   legal expenses, notwithstanding any other provisions of the judgment.
   Commissions, fees, compensation or remuneration to be paid as part of transaction covering the "parties" to this Agreement, shall be
   agreed upon by separate written Agreement by the "parties" concerned and shall be paid at the time such contract designated,




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   concluded or monies changing hands between buyers and sellers, unless otherwise agreed among the "parties", the "parties" hereby
   irrevocably and unconditionally agree and guarantee to honor and respect all such fees and remuneration, arrangements made as part
   of a commission transaction even in the event that the "party(s)" is not an integral member to a specific commission and fee /
   remuneration Agreement.

   In specific deals where this office allows the buyers or buyers mandate, and the seller to deal directly with one another, this office and all
   parties shall be informed of the development of the transactions by receiving copies of the correspondence made between the buyer or
   buyer's mandate and the seller.
   In witness whereof the "parties" hereto have executed and delivered these covenants by mutual Agreement the day and year written on
   all faxes are to be considered original, legal and binding. Each representative signs below guarantees that he/she is duly empowered by
   his/her respectively named company to enter into and be bound by the commitments and obligations contained herein either as
   individual, corporate body or on behalf of a corporate body.



   SELLER’S BANKING
   FIDUACIARY BANK DETAILS FOR ISSUANCE FOR APG AND RECEIVING OF 50M Naira.

     BANK NAME                                  FIRST BANK OF NIGERIA PLC
     BANK ADDRESS                               RUMUOKORO, PORT HARCOURT, NIGERIA
     BANK SWIFT CODE                            FBNINGLA
     ACCOUNT NUMBER                             6692900000073
     ACCOUNT NAME                               OGBODO GIANT PLC
     ACCOUNT OFFICER                            LEONARD C. ONYIA
                                                +2348036714131
     MOBILE
                                                +2348055005544
     TELEPHONE                                  +23484901667
     EMAIL                                      leonard.onyia@firstbanknigeria.com
     CORRESPONDENT BANK NAME                    STANDARD CHARTERED BANK
     BANK ADDRESS                               1 MADISON AVENUE, NEW YORK, NY 10010-3603, USA
     BANK SWIFT CODE                            SCBLUS33
     ABA ROUTING NUMBER                         026002561
     ACCOUNT NUMBER                             3582-059979-001
     ACCOUNT NAME                               FIRST BANK OF NIGERIA PLC



   BUYER'S BANKING CO-ORDINATES
     BANK NAME
     BANK ADDRESS
     ACCOUNT NAME
     SORT CODE
     ACCOUNT NUMBER
     ACCOUNT OFFICER
     TELEPHONE


   26. IRREVOCABLE MASTER FEE PROTECTION AGREEMENT



                                                        Contract Code: OGPAS/BLCO/1103010
Seller:                                                                                                       Buyer:
                                                                     Page- 10/17
   The intent of this agreement is to establish (the required) Payer‟s commitment to fee protection and payment. The Payer‟s signature
   hereto below shall confirm the Buyer‟s/Payer‟s irrevocable commitment to these terms which shall also extend theses terms to any/all
   subsequent successful extensions and or transactions, between the named principles, assignees, etc.: This agreement must be signed
   to expedite the transaction(s) at hand and shall only apply to successful transactions. Amendments (correction, clarifications, etc.) which
   do not alter the meaning and intent of this agreement shall be allowed when mutually agreed to.

   BUYER (Payer): (to include relevant affiliates and assigns), with principal registered (& official) office located:
   Address:
   Buyer‟s Code:

   SELLER: (to include relevant affiliates and assigns), with principal registered office located:
   Address: 70 Ahoada Rd, Suite 10, Mr E-Complex, Port Harcourt
   Seller‟s Code: OGPAS/BLCO/1103010

   Buyer or Payer agrees to:

   Whereas the beneficiary(s), hereinafter also referred to as paymaster(s), are in part or full, agent(s) to the underlying successfully
   concluded Commodity(s) and/or Derivatives sales & purchase agreement (SPA), between any Buyer and Seller and/or their
   Assignees(s), who‟s commodities were/are successfully bought and sold via the beneficiary(s) hereto:

   The Buyer/Payer hereto [which shall include any and all its relevant-subsequent: heirs, and/or assignees, and/or associated
   individual(s) and firm(s)], with full individual and corporate responsibility does hereby guarantee to pay the commissions (fees) stipulated
   herein, in U.S. dollars, to the beneficiary(s) hereto

   This agreement shall apply (only) to any [underlying] finalized SPA(s) and extensions, to which the beneficiary(s) hereto are/were
   agent(s) to the sale(s) and purchase(s).

   This agreement is subject to non-circumvention, non-disclosure [and ICC NCND provisions for same] regarding the strict confidentially
   of and protection of sources, such that: except via written consent,
   either Parties and/or heirs to this agreement and any underlying agreement(s), nor said Parties via any third party(s), shall in any way
   disclose and/or utilize revealed sources, contacts, etc., directly or indirectly, intentionally or unintentionally circumventing any originating
   Agent(s), but, shall instead refer all inquires to the respective originating Agents. This NCND shall be valid and binding irrespective of
   any and all business changes, domains, and/or domiciles of Parties hereto:

    1.    The Buyer or Payer hereto agrees to commission (fee) payments to the agents‟ hereto; and thus, irrevocably agrees to pay the
          specified fees in full, via SWIFT "cash wire", the fee of US4.00 (if $0.00, then fee is to be determined.) per barrel or metric ton of
          cargo per shipment; including all rollovers, extensions, SPA-code-changes, entity and or domicile changes, direct or indirect new-
          offers, etc., between the principles hereto; to be divided equally between each side; fee payments to be marked and made “same
          value date” as payments to Seller‟s account; free of any and all fees, taxes, restrictions, dispute, delays, encumbrances, etc.

    2.    The Buyer or Payer shall be responsible for notifying paymasters hereto of any and all subsequent transaction between the
          principles hereto. Seller and/or Supplier or Seller and/or Supplier‟s bank shall electronically issue copies of finalized official SPA(s)
          and any and all subsequent extensions, etc., (all to which this agreement shall apply), to the paymasters hereto,

    3.    Upon each cargo discharge to buyer‟s facility(s), Seller and/or Supplier, or, Seller and/or Supplier‟s bank shall electronically issue
          confirmable (SGS, etc.) copies of each and every cargo‟s dated official Certificate of Quantity to the Paymaster(s) hereto.

   Buyer’s/Payer’s bank for commission payment (this info must be provided): Inquiry and confirmation(s) of banking shall be
   allowed to paymaster(s) as required. If bank and/or banking changes, then Buyers/Payer or Buyers/Payer‟s Bank shall immediately
   notify the paymasters hereto regarding any and all changes, in writing, and allow confirmation(s) and response.




                                                         Contract Code: OGPAS/BLCO/1103010
Seller:                                                                                                         Buyer:
                                                                      Page- 11/17
   BANK NAME
   BANK ADDRESS
   ACCOUNT NAME
   SORT CODE
   ACCOUNT NUMBER
   ACCOUNT OFFICER
   TELEPHONE



   Seller and/or Supplier’s, or, Seller and/or Supplier’s bank – for the issue of documents to paymaster’s banks (this info must be
   provided.): inquiry and confirmation(s) of below information shall be allowed to paymaster(s) as required. If below information changes,
   Seller and/or Supplier‟s shall immediately notify the paymasters hereto, in writing, of any and all changes, and allow confirmation(s) and
   response.

   Seller and/or Supplier‟s name:       OGBODO GIANT PLC
   Authorized Principal:        MR. OGBODO MICHEAL OGBODO
   Designation:                 Chairman/CEO

   Seller’s side: (US$2.00)

   SELLER’S AGENT AND FACILITATOR BANKING COORDINATES: ($1.70) PER BARREL

     BANK NAME                                 FIRST BANK OF NIGERIA PLC
     BANK ADDRESS                              RUMUOKORO, PORT HARCOURT, NIGERIA
     BANK SWIFT CODE                           FBNINGLA
     ACCOUNT NUMBER                            6692900000073
     ACCOUNT NAME                              OGBODO GIANT PLC
     ACCOUNT OFFICER                           LEONARD C. ONYIA
                                               +2348036714131
     MOBILE
                                               +2348055005544
     TELEPHONE                                 +23484901667
     EMAIL                                     leonard.onyia@firstbanknigeria.com
     CORRESPONDENT BANK NAME                   STANDARD CHARTERED BANK
     BANK ADDRESS                              1 MADISON AVENUE, NEW YORK, NY 10010-3603, USA
     BANK SWIFT CODE                           SCBLUS33
     ABA ROUTING NUMBER                        026002561
     ACCOUNT NUMBER                            3582-059979-001
     ACCOUNT NAME                              FIRST BANK OF NIGERIA PLC

   SELLER’S FACILITATORS PAYMASTER A BANKING COORDINATES $0.30 PER BARREL


     CORESPONDENT BANK
                                                   Standard Chartered Bank New York
                                                      1 Madison Avenue New York 10010. USA
     SWIFT CODE                                           SCBLUS33



                                                      Contract Code: OGPAS/BLCO/1103010
Seller:                                                                                                     Buyer:
                                                                   Page- 12/17
     ROUTING NUMBER                            026002561
     BANK NAME                         First Bank of Nigeria Plc
     BANK ADDRESS                     127, Agbani Road, Enugu,Enugu State Nigeria
     ACCOUNT NAME                     NNAMANI CHIDIEBERE JENNIFER
     ACCOUNT NUMBER                    600 301 002 6460
     BRANCH CODE                       600
     BANK OFFICER TEL                 Tel : +234 813 488 6180,+234 803 377 2260,
     BANK WEB.                          www.firstbanknigeria.com


   Buyer’s side: (US$2.00)

   BUYER’S AGENT (US$1.00) PER BARREL OPEN
     BANK NAME
     BANK ADDRESS
     ACCOUNT NO.
     TELEPHONE NUMBER
     ACCOUNT NAME
     SWIFT
     BENEFICIARY NAME:
     SPECIAL WIRE INSTRUCTIONS   PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notification immediately
                                 upon each tranche transfer payment together with the transactions code/s to:
     REQUIRED MESSAGE            Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the
                                 following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
                                 CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS,
                                 KNOWN BY BUYER or SELLERS CODE”, "XXXX-XXXX-xxxx", FOR SAME DAY SETTLEMENT.




                BANK NAME                       ECOBANK
E
Y
U
B




              ADDRESS                         27 new market road Onitsha Anambra State
                                              Nigeria
              ACCOUNT NAME                    Nzemeka Williams / Patricia
              ACCOUNT NUMBER                  0101060217686801
              SORT CODE                       050020182
              SWIFT CODE                      ECOCNGLA
              BENEFICIARY                     Felix .N. Nzemeka / Ani Obina Ndobisi
              BANK EMAIL                      lezenwosu@ecobank.com / willfilloilgas@consultant.com
              ACCOUNT OFFICER                 Leticia Ezenwosu
              TELEPHONE                       +2348033322932


                                          Contract Code: OGPAS/BLCO/1103010
Seller:                                                                                               Buyer:
                                                       Page- 13/17
                 FAX:                                    NOT APPLICABLE
   PAYMASTER: BUYER’S CONSULTANT INTERNATIONAL HELPERS ORGANIZATION BANK
   DETAILS, US $ 0.20 PER BARREL DELIVERED - CLOSED


   BUYER’S FACILITATOR (US$0.20) PER BARREL (OPEN )
    BANK NAME                        First Bank of Nigeria, Plc.
    BANK ADDRESS                     Calabar Road, Calabar, Cross River State, Nigeria
    ACCOUNT NO.                      1202030008075
    ACCOUNT NAME                     Ofumaka Global Services
    SWIFT                            FBNINGLA
    BENEFICIARY NAME:                Ofumaka Global Services
    SPECIAL WIRE INSTRUCTIONS        PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notification immediately
                                           upon each tranche transfer payment together with the transactions code/s to:
     REQUIRED MESSAGE                      Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the
                                           following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
                                           CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
                                           ORIGINS, KNOWN BY BUYER or SELLERS CODE”, "XXXX-XXXX-xxxx", FOR SAME DAY SETTLEMENT.


   BUYER’S FACILITATOR (US$0.20) PER BARREL (OPEN )
    BANK NAME                        BCFCU
     BANK ADDRESS                          1474 MYRTLE AVE, BROOKLYN NEW YORK 11237
     ACCOUNT NO.                           80365
     TELEPHONE NUMBER                      718-418-8232
     ACCOUNT NAME                          Crude Oil Services/Atyathoabe Osakpa
     SWIFT                                 026084262
     BENEFICIARY NAME:                     Crude Oil Services
     SPECIAL WIRE INSTRUCTIONS             PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notification immediately
                                           upon each tranche transfer payment together with the transactions code/s to: osakpa@hotmail.com
     REQUIRED MESSAGE                      Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the
                                           following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
                                           CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
                                           ORIGINS, KNOWN BY BUYER or SELLERS CODE”, "XXXX-XXXX-xxxx", FOR SAME DAY SETTLEMENT.



   BUYER’S FACILITATOR (US$0.20) PER BARREL (OPEN )
     BANK NAME
     BANK ADDRESS
     ACCOUNT NO.
     TELEPHONE NUMBER
     ACCOUNT NAME
     SWIFT
     BENEFICIARY NAME:                Mr OSAKPA
     SPECIAL WIRE INSTRUCTIONS        PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notification immediately
                                            upon each tranche transfer payment together with the transactions code/s to: osakpa@hotmail.com
          REQUIRED MESSAGE                  Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the
                                            following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
                                            CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
                                            ORIGINS, KNOWN BY BUYER or SELLERS CODE”, "XXXX-XXXX-xxxx", FOR SAME DAY SETTLEMENT.

   BUYER’S FACILITATOR (US$0.20) PER BARREL (OPEN )
     BANK NAME                        BANK WINDHOEK




                                                    Contract Code: OGPAS/BLCO/1103010
Seller:                                                                                                          Buyer:
                                                                 Page- 14/17
          BANK ADDRESS                          262 INDEPENDENCE AVENUE.BOX 15. WINDHOEK. NAMIBIA
          ACCOUNT NO.                           8001770721
          TELEPHONE NUMBER                      +264 61 299 1122
          ACCOUNT NAME                          MAX F,SCHMIDT
          SWIFT                                 BWLINANX
          BENEFICIARY NAME:                     MAX F.SCHMIDT
          SPECIAL WIRE INSTRUCTIONS             PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notification immediately
                                                upon each tranche transfer payment together with the transactions code/s to: osakpa@hotmail.com
          REQUIRED MESSAGE                      Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the
                                                following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
                                                CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
                                                ORIGINS, KNOWN BY BUYER or SELLERS CODE”, "XXXX-XXXX-xxxx", FOR SAME DAY SETTLEMENT.

   After Payer deposits, Paymaster(s) shall be solely responsible for all subsequent commission disbursement(s). Parties hereto agree
   that [finalized] electronic copies of this (preliminary & the final fee agreement) shall be legal, binding, and enforceable as the original
   documents.

   This agreement is subject to Nigerian Law regardless of adjudication domain(s), parties domicile(s) and or domain(s
   This agreement shall be valid and enforceable for the duration(s) of each and every [underlying] SPA(s), and said SPA extensions, and
   rollovers. This agreement is subject only to said jurisdictional law, the terms herein, and ICC [current] provisions for Force Majeure (FM)
   which [if said should arise], Payer shall issue official, confirmable notification of same. FM shall not prevent resumption of payment(s)
   due, nor past due, and/or, prompt resumption of all payments interrupted due to FM, nor any other disruptive event(s); except and until
   any applicable underlying SPA (as defined herein) has reach its term (as defined herein), or has been prematurely terminated with
   absolutely no recourse and/or continuity, and, via payer‟s written official notification to paymasters certifying confirmable same. Any part
   of this agreement stricken [by law], shall not affect the remainder or any subsequent amendment [of same].

   If Buyer‟s legal signatory(s) (other than the Principal [end Buyer] to the SPA) shall sign this agreement, then said signatory must also
   provide paymasters with said signatory‟s confirmable legal mandate.

   BY BUYER:

   Note: Authorized Buyer‟s/Payer‟s signature/Seal are required. However, official SPA closing shall constitute said principals signature &
   seal hereto.

   AUTHORIZE SIGNATURE FOR SELLER AND/OR SUPPLIER:

   Note: Authorized Seller/Supplier signature/Seal is required. However, official SPA closing shall constitute said principals signature &
   seal hereto.


   CONCLUSIONS DECLARATION AND SIGNATURES

   All parties to this Agreement hereby agree to be bound by the Terms and Conditions stipulated herein.

   IN WITNESS WHEREOF, the parties have understood all of the terms and conditions of this Sales Agreement and hereby agree to
   honor all clauses with the privileges, rights and immunities pertaining therein, making this Sales/Purchase Agreement effective on and
   as of the Effective Data upon signing by all parties.

   This Agreement is executed in multiple counterparts. Facsimile copies of the signed Sales/Purchase Agreement are hereby accepted as
   originals, and will be deemed to be valid and effective for all purposes. The parties will distribute the original copies among themselves
   promptly. The Agreement is comprised of originals of 16 pages: whose Product Description is „TTO Bonny Light Crude'.

   The Principles hereto agree that signed stamped copies of this Contract and exchange the signed copy by electronic mail. Signed
   electronic copies by the Principals hereto are considered legally binding and enforceable.




                                                       Contract Code: OGPAS/BLCO/1103010
Seller:                                                                                                              Buyer:
                                                                    Page- 15/17
   SUCCESSORS: This Agreement is binding upon and inures to the benefit of the successors, assignees, heirs and personal
   representatives of the receiving person(s).

   Signature, For and On Behalf of the BUYER




   Name:
   Designation:       CEO
   Address:
   Date:              15th March, 2011




   Signature, For and On Behalf of the SUPPLIER & SELLER:

   Corporate Stamp & Seal:




                      OGBODO GIANT PLC
   Name:              Mr. Ogbodo Micheal Ogbodo
   Designation:       Corporate Executive Officer
   Address:           70 Ahoada Rd, Suite 10, Mr E-Complex, Port Harcourt
   Close Date:        15th March, 2011



   27. SHIPPING SCHEDULE

                                    SHIPPING SCHEDULE TTO DELIVERY 24,000,000/BBLS
            Shipment      Frequency           Quantity                      Port of Loading   Aggregate Qty. in
            No.           Month – Day         BBLS/Shipment                                   BBLS
                  1             11-10                2,000,000              Bonny Terminal            2,000,000
                  2             12-15                2,000,000              Bonny Terminal            2,000,000
                  3             01-15                2,000,000              Bonny Terminal            2,000,000
                  4             02-15                2,000,000              Bonny Terminal            2,000,000
                  5             03-15                2,000,000              Bonny Terminal            2,000,000
                  6             04-15                2,000,000              Bonny Terminal            2,000,000
                  7             05-15                2,000,000              Bonny Terminal            2,000,000
                  8             06-15                2,000,000              Bonny Terminal            2,000,000
                  9             07-15                2,000,000              Bonny Terminal            2,000,000




                                                   Contract Code: OGPAS/BLCO/1103010
Seller:                                                                                            Buyer:
                                                                Page- 16/17
               10             0815                2,000,000             Bonny Terminal      2,000,000
               11             09-15               2,000,000             Bonny Terminal      2,000,000
               12             10-15               2,000,000             Bonny Terminal      2,000,000
   To be agreed and endorsed by Seller and Buyer as the integral part of the agreement.


   28. ATB FORMAT


                                                           INSPECTORS COMPANY:
          ATB TO:

          ATTN:
                                                           SUPER CARGO :
                                                           PASSPORT:
          EMAIL: XXXXXXXX@XXXXXXXXXX
                                                           TELEPHONE:
          CC: XXXXXXX@XXXXXXXXX




                                                Contract Code: OGPAS/BLCO/1103010
Seller:                                                                                   Buyer:
                                                             Page- 17/17

								
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