Common use of APPROVAL OF THE GOVERNMENT Clause in Contracts

APPROVAL OF THE GOVERNMENT. This Agreement shall not be binding upon any of the parties hereto unless and until a law is issued by the competent authorities of the A.R.E. authorizing the Minister of Petroleum to sign this Agreement and giving this Agreement full force and effect of law notwithstanding any countervailing Governmental enactment, and the Agreement is signed by the GOVERNMENT, GANOPE, and CONTRACTOR . ……………………………………………… BY ……………………………………………… BY South Valley Egyptian Petroleum Holding Company BY THE ARAB REPUBLIC OF EGYPT BY DATE ANNEX "A" CONCESSION AGREEMENT BETWEEN THE ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company AND ---------------------------------------. AND ---------------------------------------. IN -------------------------------------- Area AT ----------------------------------- A.R.E. ـــــــــــــــــــــــــــــــــــــــــــــــــ BOUNDARY DESCRIPTION OF THE CONCESSION Area Annex "B" is a provisional illustrative map at an approximate scale of 1 showing the Area covered and affected by this Agreement. The Area measures approximately ------------- square kilometers of surface Area. It is composed of all or part of Exploration Blocks, the whole Blocks are defined on three (3) minutes latitude by three (3) minutes longitude grid. It is to be noted that the delineation lines of the Area in Annex "B" are intended to be only illustrative and provisional and may not show accurately their true position in relation to existing monuments and geographical features. Coordinates of the corner points of the Area are given in the following table which forms an integral part of Annex "A":- BOUNDARY COORDINATES OF -------------------------------- Area AT ------------------------------------------------ Point Latitude/ N Longitude/ E DUE 5 6 ANNEX “B” Map of Concession Agreement ----------------------------- Area Scale 1 :……………. " B"ANNEX PETROLEUM CONCESSION AGREEMENT BETWEEN ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company AND ــــــــــــــــــــــــــــــــــــــــــــــ AND IN -----------------AREA AT ---------------------- .A. R. E Scale 1: ……….. "ب" قحلم مازتلا ةيقافتا ينب .ع.م.ج و لوتربلل ةضباقلا ةيرصلما ىداولا بونج ةكرش و -------------- ةكرش و -------------- ةكرش -----------ةقطنم في -----------ب ع.م.ج ………. : 1 مسر سايقم ANNEX "C" Letter of Guarantee Letter of Guarantee No. ----- (Cairo 20 ) South Valley Egyptian Petroleum Holding Company Gentlemen , The undersigned, National Bank of Egypt / or any first class significant bank working under the full supervision and control of Central Bank of Egypt as Guarantor, hereby guarantees to the South Valley Egyptian Petroleum Holding Company ( hereinafter referred to as “ GANOPE ”) to the limit of $ ( ---------------) ---------- million US Dollars , the performance by ------------------ “(hereinafter referred to as “CONTRACTOR”) of its technical obligations required for Exploration operations to spend a minimum of $ ( -----------) -------- million US Dollars during the initial ----- years (---) of the Exploration period under Article IV of that certain Concession Agreement (hereinafter referred to as the “Agreement”) covering that Area described in Annexes “A” and “B” of said Agreement, by and between the Arab Republic of Egypt (hereinafter referred to as “A.R.E”), GANOPE and CONTRACTOR in the Area. It is understood that this Guarantee and the liability of the Guarantor hereunder shall be reduced quarterly, during the period of expenditure of said $ (----------------) million US Dollars by the amount of money expended by CONTRACTOR for such Exploration operations which approved by GANOPE during each such quarter. Each such reduction shall be established by the joint written statement of CONTRACTOR and GANOPE. In the event of a claim by GANOPE of non-performance or surrender of the Agreement on the part of CONTRACTOR prior to fulfillment of said minimum technical and financial obligations under Article IV of the Agreement, there shall be no liability on the undersigned Guarantor for payment to GANOPE unless and until such liability has been established by written statement of GANOPE setting forth the amount due under the Agreement. It is a further condition of this Letter of Guarantee that:

APPROVAL OF THE GOVERNMENT. This Agreement shall not be binding upon any of the parties hereto unless and until a law is issued by the competent authorities of the A.R.E. authorizing the Minister of Petroleum to sign this Agreement and giving this Agreement full force and effect of law notwithstanding any countervailing Governmental enactmentenactment , and the Agreement is signed by the GOVERNMENT, GANOPEEGPC, and CONTRACTOR CONTRACTOR. ……………………………………………… BY ……………………………………………… BY South Valley Egyptian Petroleum Holding Company BY --------------------------------------- BY: THE EGYPTIAN GENERAL PETROLEUM CORPORATION BY: THE ARAB REPUBLIC OF EGYPT BY BY: DATE : ANNEX "A" CONCESSION AGREEMENT BETWEEN THE ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company THE EGYPTIAN GENERAL PETROLEUM CORPORATION AND ---------------------------------------. AND ---------------------------------------. ------------------------------------------------ IN -------------------------------------- Area AT ----------------------------------- ------------------------------ AREA -------------------------- A.R.E. ـــــــــــــــــــــــــــــــــــــــــــــــــ BOUNDARY DESCRIPTION OF THE CONCESSION Area AREA Annex "B" is a provisional illustrative map at an approximate scale of 1 1: showing the Area covered and affected by this Agreement. - The Area measures approximately ------------- square kilometers ( ------------ km2) of surface Area. It is composed of all or part of Exploration Blocks, the whole Blocks are defined on three (3) minutes latitude by three (3) minutes longitude grid. - It is to be noted that the delineation lines of the Area in Annex "B" are intended to be only illustrative and provisional and may not show accurately their true position in relation to existing monuments and geographical features. Coordinates of the corner points of the Area are given in the following table which forms an integral part of Annex "A":- BOUNDARY COORDINATES OF -------------------------------- Area AT ------------------------------------------------ Point Latitude/ N Longitude/ E DUE 5 6 -------------------------- AREA IN --------------------------- POINT LATITUDE LONGITUDE No. ANNEX “B” Map of Concession Agreement ----------------------------- Area Scale 1 :……………. " B"ANNEX PETROLEUM CONCESSION AGREEMENT BETWEEN ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company AND ــــــــــــــــــــــــــــــــــــــــــــــ AND IN -----------------AREA AT ---------------------- .A. R. E Scale 1: ……….. "ب" قحلم مازتلا ةيقافتا ينب .ع.م.ج و لوتربلل ةضباقلا ةيرصلما ىداولا بونج ةكرش و -------------- ةكرش و -------------- ةكرش -----------ةقطنم في -----------ب ع.م.ج ………. : 1 مسر سايقم ANNEX "C" Letter of Guarantee Guaranty Letter of Guarantee Guaranty No. ----- --- (Cairo 20 200--) South Valley Egyptian Petroleum Holding Company Gentlemen EGYPTIAN GENERAL PETROLEUM CORPORATION. Gentlemen, The undersigned, National Bank of Egypt / or any first class significant bank working under the full supervision and control of Central Bank of Egypt as Guarantor, hereby guarantees to the South Valley Egyptian Petroleum Holding Company EGYPTIAN GENERAL PETROLUEM CORPORATION ( hereinafter referred to as “ GANOPE EGPC ”) to the limit of $ ( ---------------) ---------- ----------------------- million US U.S. Dollars ($------------------), the performance by ------------------ “---------------------------“ (hereinafter referred to as “CONTRACTOR”) of its technical obligations required for Exploration operations to spend a minimum of $ ( --------------------------- million U.S. Dollars ($------------------) -------- million US Dollars during the initial ----- years (-----------------(-----) year of the Exploration period under Article IV of that certain Concession Agreement (hereinafter referred to as the “Agreement”) covering that Area described in Annexes “A” and “B” of said Agreement, by and between the Arab Republic of Egypt (hereinafter referred to as “A.R.E”), GANOPE EGPC and CONTRACTOR in the AreaCONTRACTOR, dated ------- . It is understood that this Guarantee Guaranty and the liability of the Guarantor hereunder shall be reduced quarterly, during the period of expenditure of said ------------------- million U.S. Dollars ($ (----------------) million US Dollars by the amount of money expended by CONTRACTOR for such Exploration operations which approved by GANOPE during each such quarter. Each such reduction shall be established by the joint written statement of CONTRACTOR and GANOPEEGPC. In the event of a claim by GANOPE EGPC of non-performance or surrender of the Agreement on the part of CONTRACTOR prior to fulfillment of said minimum technical and financial expenditure obligations under Article IV of the Agreement, there shall be no liability on the undersigned Guarantor for payment to GANOPE EGPC unless and until such liability has been established by written statement of GANOPE EGPC setting forth the amount due under the Agreement. It is a further condition of this Letter of Guarantee Guaranty that:

APPROVAL OF THE GOVERNMENT. This Agreement shall not be binding upon any of the parties hereto unless and until a law is issued by the competent authorities of the A.R.E. authorizing the Minister of Petroleum to sign this Agreement and giving this Agreement full force and effect of law notwithstanding any countervailing Governmental enactment, and the Agreement is signed by the GOVERNMENT, GANOPEEGPC, and CONTRACTOR CONTRACTOR. ……………………………………………… BY ……………………………………………… BY South Valley Egyptian Petroleum Holding Company BY THE DOVER INVESTMENTS LIMITED BY: --------------------------------------------- EGYPTIAN GENERAL PETROLEUM CORPORATION BY: --------------------------------------------- ARAB REPUBLIC OF EGYPT BY BY: ---------------------------------------------- DATE : ------------------------------------ ANNEX "A" CONCESSION AGREEMENT BETWEEN THE ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company AND ---------------------------------------EGYPTIAN GENERAL PETROLEUM CORPORATION. AND ---------------------------------------. DOVER INVESTMENTS LIMITED IN -------------------------------------- Area AT ----------------------------------- EAST WADI ARABA AREA GULF OF SUEZ A.R.E. ـــــــــــــــــــــــــــــــــــــــــــــــــ BOUNDARY DESCRIPTION OF THE CONCESSION Area AREA Annex "B" is a provisional illustrative map at an approximate scale of -: ( 1 : 500,000 ) showing the Area covered and affected by this Agreement. - The Area measures measure approximately ------------- three hundred ninety three square kilometers (393 km2) of surface Area. It is composed of all or part of Exploration Blocks, the whole Blocks are defined on a three (3) minutes latitude by three (3) minutes longitude grid. It is to be noted that the delineation lines of the Area in Annex "B" are intended to be only illustrative and provisional and may not show accurately their true position in relation to existing monuments and geographical features. Coordinates of the corner points of the Area are given in the following table which forms an integral part of Annex "A":- BOUNDARY COORDINATES OF -------------------------------- Area AT ------------------------------------------------ Point Latitude/ N Longitude/ E DUE 5 6 ANNEX “B” Map of Concession Agreement ----------------------------- Area Scale 1 :……………. " B"ANNEX PETROLEUM CONCESSION AGREEMENT BETWEEN ARAB REPUBLIC EAST WADI ARABA GULF OF EGYPT AND South Valley Egyptian Petroleum Holding Company AND ــــــــــــــــــــــــــــــــــــــــــــــ AND IN -----------------AREA AT ---------------------- .A. R. E Scale 1: ……….. "ب" قحلم مازتلا ةيقافتا ينب .عSUEZ AREA POINT LONGITIUDE LATITUDE REMARKS No.م.ج و لوتربلل ةضباقلا ةيرصلما ىداولا بونج ةكرش و -------------- ةكرش و -------------- ةكرش -----------ةقطنم في -----------ب ع.م.ج ………. : 1 مسر سايقم ANNEX "C" Letter of Guarantee Letter of Guarantee No. ----- (Cairo 20 ) South Valley Egyptian Petroleum Holding Company Gentlemen , The undersigned, National Bank of Egypt / or any first class significant bank working under the full supervision and control of Central Bank of Egypt as Guarantor, hereby guarantees to the South Valley Egyptian Petroleum Holding Company ( hereinafter referred to as “ GANOPE ”) to the limit of $ ( ---------------) ---------- million US Dollars , the performance by ------------------ “(hereinafter referred to as “CONTRACTOR”) of its technical obligations required for Exploration operations to spend a minimum of $ ( -----------) -------- million US Dollars during the initial ----- years (---) of the Exploration period under Article IV of that certain Concession Agreement (hereinafter referred to as the “Agreement”) covering that Area described in Annexes “A” and “B” of said Agreement, by and between the Arab Republic of Egypt (hereinafter referred to as “A.R.E”), GANOPE and CONTRACTOR in the Area. It is understood that this Guarantee and the liability of the Guarantor hereunder shall be reduced quarterly, during the period of expenditure of said $ (----------------) million US Dollars by the amount of money expended by CONTRACTOR for such Exploration operations which approved by GANOPE during each such quarter. Each such reduction shall be established by the joint written statement of CONTRACTOR and GANOPE. In the event of a claim by GANOPE of non-performance or surrender of the Agreement on the part of CONTRACTOR prior to fulfillment of said minimum technical and financial obligations under Article IV of the Agreement, there shall be no liability on the undersigned Guarantor for payment to GANOPE unless and until such liability has been established by written statement of GANOPE setting forth the amount due under the Agreement. It is a further condition of this Letter of Guarantee that:

APPROVAL OF THE GOVERNMENT. This Agreement shall not be binding upon any of the parties hereto unless and until a law is issued by the competent authorities of the A.R.E. authorizing the Minister of Petroleum to sign this Agreement and giving this Agreement full force and effect of law notwithstanding any countervailing Governmental enactmentenactment , and the Agreement is signed by the GOVERNMENT, GANOPEEGPC, and CONTRACTOR CONTRACTOR. ……………………………………………… BY ……………………………………………… BY South Valley Egyptian Petroleum Holding Company BY THE ------------------------------------------------- By Mr.: ----------------------------------------- In his capacity: ----------------------------------------- Signature: ----------------------------------------- EGYPTIAN GENERAL PETROLEUM CORPORATION By Mr.: ----------------------------------------- In his capacity: ----------------------------------------- Signature: ----------------------------------------- ARAB REPUBLIC OF EGYPT BY DATE By His Excellency :----------------------------------------- In his capacity: ----------------------------------------- Signature: ----------------------------------------- Date: ----------------------------------------- ANNEX "A" CONCESSION AGREEMENT BETWEEN THE ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company THE EGYPTIAN GENERAL PETROLEUM CORPORATION AND ---------------------------------------. AND ---------------------------------------. ------------------------------------------------ IN -------------------------------------- Area AT ----------------------------------- -------------------------------- AREA ------------------------------------------------ A.R.E. ـــــــــــــــــــــــــــــــــــــــــــــــــ BOUNDARY DESCRIPTION OF THE CONCESSION Area AREA Annex "B" is a provisional illustrative map at an approximate scale of 1 : showing the Area covered and affected by this Agreement. - The Area measures approximately ------------- square kilometers and ---------------------------- square meters (---------------- km2) of surface Area. It is composed of all or part of Exploration Blocks, the whole Blocks are defined on three (3) minutes latitude by three (3) minutes longitude grid. - It is to be noted that the delineation lines of the Area in Annex "B" are intended to be only illustrative and provisional and may not show accurately their true position in relation to existing monuments and geographical features. Coordinates of the corner points of the Area are given in the following table which forms an integral part of Annex "A":- BOUNDARY COORDINATES OF -------------------------------- Area AT ------------------------------------------------ Point Latitude/ N Longitude/ E DUE 5 6 ANNEX “B” Map of Concession Agreement ----------------------------- Area Scale 1 :……………. " B"ANNEX PETROLEUM CONCESSION AGREEMENT BETWEEN ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company AND ــــــــــــــــــــــــــــــــــــــــــــــ AND IN -----------------AREA AT ---------------------- .A. R. E Scale 1: ……….. "ب" قحلم مازتلا ةيقافتا ينب .ع.م.ج و لوتربلل ةضباقلا ةيرصلما ىداولا بونج ةكرش و -------------- ةكرش و -------------- ةكرش -----------ةقطنم في -----------ب ع.م.ج ………. : 1 مسر سايقم ANNEX "C" Letter of Guarantee Guaranty Letter of Guarantee Guaranty No. ----- --- (Cairo 20 200--) South Valley Egyptian Petroleum Holding Company Gentlemen EGYPTIAN GENERAL PETROLEUM CORPORATION. Gentlemen, The undersigned, National Bank of Egypt / ( or any first class significant bank working operating in A.R.E. under the full supervision and control of the Central Bank of Egypt and that has credit rating not less than that of A.R.E. ) as Guarantor, hereby guarantees to the South Valley Egyptian Petroleum Holding Company EGYPTIAN GENERAL PETROLUEM CORPORATION ( hereinafter referred to as “ GANOPE EGPC ”) to the limit of $ ( ---------------) ---------- ----------------------- million US U.S. Dollars ($------------------), the performance by ------------------ “---------------------------“ (hereinafter referred to as “CONTRACTOR”) of its technical obligations required for Exploration operations to spend a minimum of $ ( --------------------------- million U.S. Dollars ($------------------) -------- million US Dollars during the initial ----- years ------------ (-----) year of the Exploration period under Article IV of that certain the Concession Agreement issued by Law No. ------------------------------ (hereinafter referred to as the “Agreement”) covering that Area ----------------- Area---------------------- described in Annexes “A” and “B” of said Agreement, by and between the Arab Republic of Egypt (hereinafter referred to as “A.R.EA.R.E.”), GANOPE EGPC and CONTRACTOR in the AreaCONTRACTOR, dated ------- . It is understood that this Guarantee Guaranty and the liability of the Guarantor hereunder shall be reduced quarterly, during the period of expenditure of said ------------------- million U.S. Dollars ($ (----------------) million US Dollars by the amount of money expended by CONTRACTOR for such Exploration operations which approved by GANOPE during each such quarter. Each such reduction shall be established by the joint written statement of CONTRACTOR and GANOPEEGPC. In the event of a claim by GANOPE EGPC of non-performance or surrender of the Agreement on the part of CONTRACTOR prior to fulfillment of said minimum technical and financial expenditure obligations under Article IV of the Agreement, there shall be no liability on the undersigned Guarantor for payment to GANOPE EGPC unless and until such liability has been established by written statement of GANOPE EGPC setting forth the amount due under the Agreement. It is a further condition of this Letter of Guarantee Guaranty that:

APPROVAL OF THE GOVERNMENT. This Agreement shall not be binding upon any of the parties hereto unless and until a law is issued by the competent authorities of the A.R.E. authorizing the Minister of Petroleum to sign this Agreement and giving this Agreement full force and effect of law notwithstanding any countervailing Governmental enactment, and the Agreement is signed by the GOVERNMENT, GANOPEEGAS, and CONTRACTOR CONTRACTOR. ……………………………………………… BY ……………………………………………… BY South Valley Egyptian Petroleum Holding Company BY BY:................................................ BY:................................................ BY:................................................ THE EGYPTIAN NATURAL GAS HOLDING COMPANY BY:................................................ ARAB REPUBLIC OF EGYPT BY DATE BY:................................................ DATE: ........................................... ANNEX "“A" ” CONCESSION AGREEMENT BETWEEN THE ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company THE EGYPTIAN NATURAL GAS HOLDING COMPANY AND ---------------------------------------. ---------------------------------------- AND ---------------------------------------. -------------------------------------- AND -------------------------------------------- IN -------------------------------------- Area AT ----------------------------------- -------------------- AREA ------------------------------ A.R.E. ـــــــــــــــــــــــــــــــــــــــــــــــــ BOUNDARY DESCRIPTION OF THE CONCESSION Area AREA Annex "“B" ” is a provisional illustrative map at an approximate scale of 1 (1: --000000) showing the Area covered and affected by this Agreement. The acreage of the Area measures approximately ------------- square kilometers of surface Area(----- km2). It is composed consists of all or part of Exploration Blocks, the whole Blocks are defined on three (3) minutes latitude by × three (3) minutes longitude grid. It is to be noted that the The delineation lines of the Area in Annex "B" are intended to be only illustrative and provisional and may not show accurately their the true position of such blocks in relation to existing monuments and geographical features. Coordinates of the corner points of the Area are given in the following table which forms an integral part of this Annex "A":- BOUNDARY COORDINATES OF -------------------------------- Area AT ------------------------------------------------ Point Latitude/ N Longitude/ E DUE 5 6 -------------------- AREA ANNEX “B” Map of Concession Agreement ----------------------------- Area Scale 1 :……………. " B"ANNEX PETROLEUM MAP OF THE CONCESSION AGREEMENT BETWEEN ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company AND ــــــــــــــــــــــــــــــــــــــــــــــ AND IN -----------------AREA AT ---------------------- .A. R. E Scale 1: ……….. "ب" قحلم مازتلا ةيقافتا ينب .ع.م.ج و لوتربلل ةضباقلا ةيرصلما ىداولا بونج ةكرش و -------------- ةكرش و -------------- ةكرش -----------ةقطنم في -----------ب ع.م.ج ………. : 1 مسر سايقم ----------------------- AREA ------------------------- A.R.E. ANNEX "CC-1" Letter of Guarantee BANK LETTER OF GUARANTEE Letter of Guarantee No. ----- --- (Cairo 20 ) South Valley Egyptian Petroleum Holding Company Gentlemen 201--), EGYPTIAN NATURAL GAS HOLDING COMPANY, The undersigned, National Bank of Egypt / as Guarantor, or any first class significant other bank working under the full supervision and control of Central Bank of Egypt as GuarantorCENTRAL BANK OF EGYPT, hereby guarantees to the South Valley Egyptian Petroleum Holding Company ( hereinafter referred to as “ GANOPE ”) to the limit of $ ( ---------------) ---------- million US Dollars EGYPTIAN NATURAL GAS HOLDING COMPANY, the performance by ------------------ “(hereinafter referred to as “EGAS” to the limit of ---------- million U.S. Dollars ($ --000000), the performance by “ ”, “ -----” and ------------------ “------------”,hereinafter referred to as “CONTRACTOR”) ” of its technical obligations required for Exploration operations to spend a minimum of ------------- million U.S. Dollars ($ ( -------------000000) -------- million US Dollars during the initial ----- years -------- (-----) Years of the first Exploration period under Article IV of that certain Concession Agreement (Agreement, hereinafter referred to as the “Agreement”) ” covering that Area described in Annexes “A” and “B” of said Agreement, by and between the Arab Republic of Egypt (Egypt, hereinafter referred to as “A.R.EA.R.E.”), GANOPE EGAS and CONTRACTOR CONTRACTOR, in the Area. --------- AREA, ------------------- issued by Law No….. of 201... It is understood that this Guarantee and the liability of the Guarantor hereunder shall be reduced quarterly, during the period of expenditure of said ---------------million U.S. Dollars ($ (------------------000000) million US Dollars by the amount of money expended by CONTRACTOR for such Exploration operations which approved by GANOPE during each such quarterquarter and approved by EGAS. Each such reduction shall be established by the joint written statement of CONTRACTOR to the Guarantor by EGAS and GANOPECONTRACTOR. In the event of a claim by GANOPE EGAS of non-performance or surrender of the Agreement on the part of CONTRACTOR prior to fulfillment of said minimum technical and financial expenditure obligations under Article IV of the Agreement, there shall be no liability on the undersigned Guarantor for payment to GANOPE EGAS unless and until such liability has been established by written statement of GANOPE EGAS setting forth the amount due under the Agreement. It is a further condition of this Letter of Guarantee that:

APPROVAL OF THE GOVERNMENT. This Agreement shall not be binding upon any of the parties hereto unless and until a law is issued by the competent authorities of the A.R.E. authorizing the Minister of Petroleum to sign this Agreement and giving this Agreement full force and effect of law notwithstanding any countervailing Governmental governmental enactment, and the Agreement is signed by the GOVERNMENT, GANOPE, EGAS and CONTRACTOR CONTRACTOR. ……………………………………………… BY ……………………………………………… BY South Valley Egyptian Petroleum Holding Company BY BY: ................................................ BY: ................................................ BY: ................................................ THE EGYPTIAN NATURAL GAS HOLDING COMPANY BY: ................................................ ARAB REPUBLIC OF EGYPT BY DATE BY: ................................................ DATE:............................................ ANNEX "“A" ” CONCESSION AGREEMENT BETWEEN THE ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company THE EGYPTIAN NATURAL GAS HOLDING COMPANY AND ---------------------------------------. ---------------------------------------- AND ---------------------------------------. -------------------------------------- AND -------------------------------------------- IN -------------------------------------- Area AT ----------------------------------- -------------------- AREA ------------------------------ A.R.E. ـــــــــــــــــــــــــــــــــــــــــــــــــ BOUNDARY DESCRIPTION OF THE CONCESSION Area AREA Annex "“B" ” is a provisional illustrative map at an approximate scale of 1 (1: --000000) showing the Area covered and affected by this Agreement. The acreage of the Area measures approximately ------------- square kilometers of surface Area( km2). It is composed consists of all or part of Exploration Blocks, the whole Blocks are defined on three (3) minutes latitude by × three (3) minutes longitude grid. It is to be noted that the The delineation lines of the Area in Annex "B" are intended to be only illustrative and provisional and may not show accurately their the true position of such blocks in relation to existing monuments and geographical features. Coordinates of the corner points of the Area are given in the following table which forms an integral part of this Annex "A":- A": BOUNDARY COORDINATES OF -------------------------------- Area AT ------------------------------------------------ Point Latitude/ N Longitude/ E DUE 5 6 -------------------- AREA ANNEX “B” Map of Concession Agreement ----------------------------- Area Scale 1 :……………. " B"ANNEX PETROLEUM MAP OF THE CONCESSION AGREEMENT BETWEEN ARAB REPUBLIC OF EGYPT AND South Valley Egyptian Petroleum Holding Company AND ــــــــــــــــــــــــــــــــــــــــــــــ AND IN -----------------AREA AT ---------------------- .A. R. E Scale 1: ……….. "ب" قحلم مازتلا ةيقافتا ينب .ع.م.ج و لوتربلل ةضباقلا ةيرصلما ىداولا بونج ةكرش و -------------- ةكرش و -------------- ةكرش -----------ةقطنم في -----------ب ع.م.ج ………. : 1 مسر سايقم ----------------------- AREA ------------------------- A.R.E. ANNEX "C" Letter of Guarantee BANK LETTER OF GUARANTEE Letter of Guarantee No. ----- --- (Cairo 20 ) South Valley Egyptian Petroleum Holding Company Gentlemen 20--), EGYPTIAN NATURAL GAS HOLDING COMPANY, The undersigned, National Bank of Egypt / as Guarantor, or any first class significant other bank working under the full supervision and control of Central Bank of Egypt as GuarantorCENTRAL BANK OF EGYPT, hereby guarantees to the South Valley Egyptian Petroleum Holding Company ( hereinafter referred to as “ GANOPE ”) to the limit of $ ( ---------------) ---------- million US Dollars EGYPTIAN NATURAL GAS HOLDING COMPANY, the performance by ------------------ “(hereinafter referred to as “EGAS” to the limit of ---------- million U.S. Dollars ($ --------), the performance by “ ”, “ -----” and ------------------ “------------”,hereinafter referred to as “CONTRACTOR”) ” of its technical obligations required for Exploration operations to spend a minimum of ------------- million U.S. Dollars ($ ( -------------------) -------- million US Dollars during the initial ----- years --- (-----) Years of the ------- Exploration period under Article IV of that certain the Concession Agreement (Agreement, hereinafter referred to as the “Agreement”) ” covering that Area described in Annexes “A” and “B” of said Agreement, by and between the Arab Republic of Egypt (Egypt, hereinafter referred to as “A.R.EA.R.E.”), GANOPE EGAS and CONTRACTOR CONTRACTOR, in the Area. --------- AREA, ------------------- issued by Law No….. of 20... It is understood that this Guarantee and the liability of the Guarantor hereunder shall be reduced quarterly, during the period of expenditure of said ---------------million U.S. Dollars ($ (------------------------) million US Dollars by the amount of money expended by CONTRACTOR for such Exploration operations which approved by GANOPE during each such quarterquarter and approved by EGAS. Each such reduction shall be established by the joint written statement of CONTRACTOR to the Guarantor by EGAS and GANOPECONTRACTOR. In the event of a claim by GANOPE EGAS of non-performance or surrender of the Agreement on by the part of CONTRACTOR prior to fulfillment of said minimum technical and financial obligations Minimum Expenditure Obligations for the ------- Exploration period under Article IV of the this Agreement, there shall be no liability on the undersigned Guarantor for payment to GANOPE EGAS unless and until such liability has been established by written statement of GANOPE EGAS setting forth the amount due under the Agreement. It is a further condition of this Letter of Guarantee that: