Amoco Corporation (Formerly Standard Oil Company (Indiana) and Affiliated Corporations - Page 17

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          1976 MCA                                                                    
               At EGPC's request, in early 1975, EGPC and Amoco Egypt began           
          preliminary discussions regarding the conversion of the three               
          existing 50/50 agreements into a single production sharing                  
          agreement that came to be known as the merged concession                    
          agreement or MCA.4  With respect to EGPC and the ARE, the                   
          compelling force for the new agreement was the rapid worldwide              
          increase in oil prices that had created unanticipated profits for           
          Amoco Egypt under the 50/50 agreements and thus a desire by EGPC            
          and the ARE to modify the profit split, as well as a desire to              
          adopt the production sharing format being used in the Arab                  
          community.                                                                  
               By letter dated March 3, 1975, EGPC formally requested that            
          Amoco Egypt begin negotiating the terms of a production sharing             
          agreement that would replace the 50/50 agreements.  EGPC required           
          that the new agreement follow the production sharing format;                
          Amoco Egypt did not have the option of remaining with the 50/50             
          or "participation" agreement format.                                        




          4  The 50/50 agreements are not to be confused with the 1974                
          production sharing agreements that were not replaced by the MCA.            
          These production agreements have not been dealt with separately             
          by the parties.  To the extent that they may be involved in the             
          years before us (as to which the record is unclear), our                    
          conclusions in respect of the issues arising out the MCA will be            
          applicable.                                                                 





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