STANDARD BANK GUARANTEE FOR ADVANCE PAYMENT BOND

(4439 NEW LINEAR ALKYL BENEZENE UNIT (LAB)- Purchasing)

(Day) ______________ (Month) ________ (Year) ________

Dear Sirs,

We are informed by (Name of the Vendor) _____________________________ having its registered office at (Address of the Vendor) ________________________________ (hereinafter called the “Vendor”), that Tecnimont S.p.A., a company having its registered office in Via Gaetano De Castillia 6 A, 20124 Milano, Italy (hereinafter called the “Beneficiary”) has issued to Vendor the Purchase Order no. _________ dated _______ (hereinafter called the “Purchase Order”) and that pursuant to the Purchase Order the Vendor has to furnish a guarantee of an amount equal to certain amount(s) established in the Purchase Order for the corresponding milestone(s). Therefore, at the request of (Name of the Vendor) we (Name of Bank) _______________________________________ with registered office in (Address of Bank) _____________________________ (hereinafter called the “Bank”) hereby issue this unconditional and irrevocable letter of guarantee in favour of the Beneficiary for the due, punctual and correct performance of Vendor’s obligations under the Purchase Order issued by the Beneficiary to the Vendor, in the following terms:

1. The Bank irrevocably and unconditionally agrees to make prompt payment to the Beneficiary of any sum or sums which the Beneficiary may from time to time claim, not exceeding in the aggregate the amount of EUR______________________, (____________________________ Euro), upon receipt of Beneficiary’s first written demand sent through courier, registered mail or SWIFT message, notwithstanding any legal or judicial proceedings of any kinds and in spite of any contestation thereto on the part of the Vendor.

2. The Bank agrees that no extension of time granted to the Vendor or any change in the terms and conditions of the Purchase Order which may be agreed between the Beneficiary and the Vendor shall in any way release the Bank from any liability under this letter of guarantee, and the Bank hereby waives notice of any such extension to or change in the terms and conditions of the Purchase Order.

3. This letter of guarantee shall become effective on [ INSERT DATE OF ISSUE OF THE GUARANTEE ] and shall remain in full force and effect until ___________ (the “Expiry Date”).[1] Upon delivery and acceptance by the Beneficiary of all materials and documents under the Purchase Order, the Vendor shall have the right to request the early release of the letter of guarantee before the Expiry Date.

4. This letter of guarantee shall automatically expire after the Expiry Date or upon written release by the Beneficiary. Any claim under this letter of guarantee must be received by the Bank on or before the aforesaid events. After the Expiry Date this guarantee shall be null and void irrespective of the fact that the original guarantee including its amendments, if any, is returned to us or not for cancellation.

5. All sums payable by the Bank under this letter of guarantee shall be paid to the Beneficiary in full, free of any present or future taxes, levies, duties, charges, fees or withholdings. If the Bank is compelled by law to make any deduction or withholding, the Bank shall gross up the payment so that the net sum received by the Beneficiary will be equal to the full amount which the Beneficiary would have received had no such deduction or withholding been made.

6. This letter of guarantee cannot be assigned or transferred without the Bank’s prior written consent, unless the assignment or transfer is made in favour of of SONATRACH S.p.a.,  a company established under the laws of Algeria and having its registered office address at Djenane El-Malik Hydra - Alger (Algeria), as defined in the Purchase Order, and provided that at the time of the assignment, charge or transfer such action would not cause the Bank to be in breach of any restrictions imposed by sanctions, laws or regulations issued by the Republic of Italy, European Union, United Nations or OFAC.  Notice of such assignment or transfer shall be effective and binding upon Bank’s receipt of Tecnimont’s written notice through courier, registered mail or SWIFT message.

7. This letter of guarantee and all claims arising hereunder shall be governed in all respects by the ICC Uniform Rules for Demand Guarantees ICC publication No 758 Rev. 2010 (URDG 758) with the exclusion of art.15.a supplemented by the laws of Italy and any disputes arising in connection therewith shall be submitted to the exclusive jurisdiction of the Court of Milan, Italy.

Yours Faithfully,

The ______________________ Bank

Authorized Signatory

The Bank hereby expressly accepts and agrees upon Article 6 (assignment) and Article 7 (governing law and jurisdiction) as per Article 1341 of the Italian Civil Code.[2]

The ______________________ Bank

Authorized Signatory[3]

1. The Expiry Date shall be 6 months after the expected last delivery date for the materials and documents set forth under the Purchase Order. ↑

2. The second signature is required only when laws of Italy are specified in paragraph 7. In all other cases, the paragraph must be deleted. ↑

3. When the guaranteed amount is equal or over EUR 500,000.00 or equivalent, its issuance shall also be confirmed either by:

   a notary public; or

   via authenticated SWIFT message to a bank to be communicated by the Beneficiary to the Vendor; or

   when available and legally binding, via certified electronic email (for instance, in Italy, PEC). ↑

Project: Q-32976 - Tecnmont SKIKDA Folder: RFQ Files