CONTRACT
QUANTITY").
3.2 MONTHLY CONTRACT QUANTITY: IN SATISFACTION OF BUYER'S OBLIGATION TO PURCHASE
AND LIFT, AND SELLER'S OBLIGATION TO SELL AND DELIVER, THE ANNUAL CONTRACT
QUANTITY (EXCEPT AS PERFORMANCE MAY BE EXPRESSLY EXCUSED IN ACCORDANCE WITH THIS
AGREEMENT) DURING EACH MONTH OF EACH CONTRACT YEAR, SELLER SHALL SELL AND
DELIVER, AND BUYER SHALL PURCHASE AND LIFT, SUCH NUMBER OF BARRELS OF OIL OF THE
BOSCAN AND BCF-13 TYPE AS SET FORTH IN EXHIBIT 2 IN RESPECT OF SUCH MONTH (THE
"MONTHLY CONTRACT QUANTITY"), SUBJECT TO THE FOLLOWING EXCEPTION:
AN OPERATIONAL TOLERANCE OF FIVE PERCENT (5%) ON EACH CARGO OF OIL BUYER IS
SCHEDULED TO LIFT DUE TO CONDITIONS AT THE LOADING PORT OR AFFECTING THE VESSEL
UTILIZED BY BUYER;
5.1 PRICE: THE PRICE FOR EACH TYPE OF OIL TO BE SOLD BY SELLER AND PURCHASED BY
BUYER HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF EXHIBIT
3.
5.2 IS HEREBY DELETED AND RESTATED TO READ AS FOLLOWS:
EXCEPTIONAL CIRCUMSTANCES. WHERE EXCEPTIONAL, SUPERVENING AND UNFORESEEABLE
MARKET CIRCUMSTANCES CAUSE A SUSTAINED CHANGE IN THE PREVALENT MARKET PRICE OF
THE OIL OR IN OILS WHICH ARE COMMERCIALLY COMPARABLE TO IT IN USE AND
SPECIFICATIONS AND SUCH MARKET PRICE MATERIALLY DIVERGES FROM THE PRICE WHICH
APPLIES UNDER THE CONTRACT, THE PARTY AFFECTED BY SUCH CHANGES MAY REQUEST THE
OTHER TO AGREE TO A CHANGE IN THE CONTRACT PRICE SO AS TO PUT IT IN ALIGNMENT
WITH THE SAID PREVALENT MARKET PRICE DURING THE REMAINING PERIOD OF THE
CONTRACT. SUCH REQUEST SHALL BE MADE IN WRITING AND SHALL BE ACCOMPANIED BY
VERIFIABLE EVIDENCE SHOWING CONCLUSIVELY THAT THE SAID CHANGE IN CIRCUMSTANCES
HAS OCCURRED. WHERE SUCH REQUEST HAS BEEN MADE, THE PARTY RECEIVING SUCH REQUEST
SHALL BEGIN NEGOTIATIONS TO SEEK AND AMENDMENT TO THE CONTRACT PRICE THAT ALIGNS
THE CONTRCT PRICE WITH PREVALENT MARKET PRICES. IF SUCH NEGOTIATIONS FAIL TO
CAUSE AN AMENDMENT TO THE CONTRACT WITHIN 60 CALENDAR DAYS AFTER THE REQUEST HAS
BEEN MADE, THE PARTY MAKING THE REQUEST SHALL BE ENTITLE TO SUSPEND PURCHASES OR
DELIVERIES UNDER THE CONTRACT UNTIL SUCH TIME AS AN AGREEMENT IS REACHED OR
UNTIL THE CONTRACT EXPIRES. ONCE AN AGREEMENT IS REACHED THE PRICE AMENMENT
SHALL APPLY TO ANY DELIVERIES MADE AFTER THE DATE IN WHICH THE REQUEST WAS
TENDERED. THE CONTRACT PRICE SHALL BE DEEMED TO DIFFERE MATERIALLY FROM THE
PREVALENT MARKET PRICE IF IT DIVERGES BY MORE THAN 10% FROM THE APPLICABLE
CONTRACT PRICE AT LEAST FOR A PERIOD OF THREE (3) CONSECUTIVE MONHTS.
ALTERNATIVELY WHERE THE PARTIES CANNOT AGREE THAT THE MARKET CONDITIONS DO IN
FACT ALLOW FOR THE AFORESAID REQUEST TO BE MADE PURSUANT TO THIS CLAUSE, EITHER
PARTY MAY REQUIRE THE ISSIE TO BE SUBMITTED TO A CONFLICT RESOLUTION PROCEDURE
INVOLVING THE USE OF JOINTLY APPOINTED COMMERCIAL ARBITRATORS, AS MORE
SPECIFICALLY PROVIDED IN CLAUSE 21 OF THIS CONTRACT.
6. LIMITED MARKET ADJUSTMENT: IS HEREBY DELETED IN ITS ENTIRETY.
7. UNDERLIFTING:
BUYER ACKNOWLDEGES THAT ITS COMMITMENT TO PURCHASE THE ANNUAL CONTRACT QUANTITY
IN EACH YEAR IS AN ESSENTIAL TERM OF THIS AGREEMENT.