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EASTERN BECHTEL CO.

LTD

ONSHORE GAS DEVELOPMENT PHASE III (OGD-III) PROJECT

EXHIBIT "B"

INSULATION SUBCONTRACT SPECIAL CONDITIONS

TABLE OF CONTENTS

SC Title

1 DEFINITIONS
2 INSURANCE
3 CONTRACTOR - FURNISHED DRAWINGS AND SPECIFICATIONS
4 CONTRACTOR - FURNISHED UTILITIES AND FACILITIES
5 CONTRACTOR - FURNISHED MATERIALS AND EQUIPMENT
6 CONTRACTOR - FURNISHED PERMITS
7 SUBCONTRACTOR - FURNISHED DRAWINGS, DATA AND SAMPLES
8 COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK
9 SUBCONTRACT SCHEDULE
10 TEMPORARY ACCESS AND HAUL ROADS
11 SAFETY, HEALTH AND SECURITY REQUIREMENTS
12 EXPLOSIVES
13 PERFORMANCE AND PAYMENT SECURITIES
14 MEASUREMENT FOR PAYMENT
15 INVOICING AND PAYMENT
16 PRICING OF ADJUSTMENTS
17 QUALITY ASSURANCE PROGRAM
18 TITLE AND RISK OF LOSS
19 COMPONENT WARRANTIES
20 GOVERNING LAW
21 MODIFICATIONS TO EXHIBIT “A”
22 RELEASE OF CONSEQUENTIAL DAMAGES
23 NONDISCLOSURE
24 MEASUREMENT SYSTEM
25 LIQUIDATED DAMAGES
26 KEY PERSONNEL
27 LANGUAGE REQUIREMENTS
28 DRUGS, ALCOHOL AND WEAPONS
29 RIGHT TO WORK TOOLS AND WORK PRODUCT
30 IMPORTATION OF EQUIPMENT, MATERIALS AND SERVICES
31 PROVISION OF DOCUMENTS
32 CONTRACTOR REVIEW OF DOCUMENTS
33 LABOUR
34 NOT USED
35 CONFLICT OF INTEREST
36 ARBITRATION
37 HAZARDOUS WASTE HANDLING
38 DEFICIENT WORKS
39 GOODS AND SERVICES

APPENDICES

B-1 DEDUCTABLES TO OWNER FURNISHED INSURANCE


B-2 FORM OF PERFORMANCE BANK GUARANTEE

Exhibit B – 15 April 2007 Page 1 of 34 Subcontract 25113-000-FC3-NN00-00001


EXHIBIT "B"

CONSTRUCTION SUBCONTRACT SPECIAL CONDITIONS

SC-1 DEFINITIONS

OWNER means Abu Dhabi Gas Industries Ltd. (GASCO) and its authorized representatives and
successors in interest.

COMPANY has the same meaning as OWNER.

CONTRACTOR means Eastern Bechtel Co. Ltd., and all of its authorized representatives acting in
their professional capacities.

SUBCONTRACTOR means Deutsche Babcock Energie und Umwelttechnik its authorized


representatives, successors, and permitted assigns.

EXISTING FACILITIES means the EXISTING PLANT, equipment, installations and other facilities at,
near or adjacent to the JOBSITE owned or operated by OWNER or its AFFILIATES.

FINAL ACCEPTANCE means when CONTRACTOR has fulfilled its obligations under the
OWNER/CONTRACTOR Contract and when the WARRANTY PERIOD has expired.

GOODS mean any and all things, including but not limited to materials and equipment (including spare
parts) required for and to be incorporated in the WORK.

INSTALLATION(S) means the permanent facilities including the SYSTEM(S), PLANT, buildings,
structures, civil works, amenities and facilities or any of which constitute the PROJECT as described in
the Exhibits.

INTELLECTUAL PROPERTY means rights, title or interest in patents, trade marks, service marks,
trade or business names, design rights (whether the above rights are registered, unregistered or are
the subject of pending applications), copyrights (including copyrights in software), database rights,
know-how (including trade secrets and confidential information) and any rights, title or interest similar
or analogous to any of the above

JOBSITE means all locations in Abu Dhabi where INSTALLATIONS are to be permanently
constructed, erected, tested, operated and maintained. and all other locations where construction
activity shall be performed under this Subcontract, including temporary installations required for
execution of the WORK.

OWNER INDEMNIFIED PARTIES means:

(a) OWNER and its affiliates to the extent that they are affected by the performance of
WORK.

(b) OWNER’s other contractors, consultants, licensors, engineers, vendors or


subcontractors carrying out work in connection with the PROJECT.

PLANT TEST RUN means the performance demonstration when the PLANT will be operated to
demonstrate that the PLANT and SYSTEMS operate according to the design parameters and meet
the performance guarantees stipulated in the OWNER/CONTRACTOR contract.

PROJECT means the Onshore Gas Development Phase III Project for OWNER located in Abu Dhabi
for which the WORK under this Subcontract is being performed.

PROJECT DOCUMENTS means the Subcontract and all hard copy and electronic versions of
PROJECT documents, which shall include, but shall not be limited to, all FEED documents, drawings,
P&IDs, PFDs, isometrics, plot plans, general arrangements, SPECIFICATIONS, materials requisitions,
data sheets and calculations, indices, manuals, reports, procedures, estimates, accounts, summaries,

Exhibit B – 15 April 2007 Page 2 of 34 Subcontract 25113-000-FC3-NN00-00001


compilations, agreements including subcontractors agreements, related materials and any other
document defined or described in any of the foregoing.

PROVISIONAL ACCEPTANCE means the stage when all work for the PROJECT has been
satisfactorily completed, barring any minor exceptions as determined by OWNER, and OWNER’s
issuance of PROVISIONAL ACCEPTANCE Certificate(s) to CONTRACTOR for the PROJECT under
OWNER/CONTRACTOR Contract.

PLANT means the unit(s) described in Exhibits ‘C’, ‘D’ and ‘E’ to be constructed, erected, installed and
tested as part of the WORK.

SPECIFICATIONS means specifications, drawings and procedures specified or referenced in the


Subcontract documents or implied therein, and any modifications or additions thereto as may from
time to time be approved by OWNER or CONTRACTOR.

SYSTEM(S) means a grouping of equipment and components, including foundations, structures,


mechanical, electrical, control systems, piping and associated parts that perform a single service,
function and operation as a licensed process, utility system and/or facility, which defines a specific
PLANT function.

SUBCONTRACT MILESTONE(s) means the established completion date(s) set forth in the Special
Condition titled "COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK."

SUBCONTRACT SCHEDULE means the WORK execution schedule developed and approved
pursuant to the Special Condition titled "SUBCONTRACT SCHEDULE."

WARRANTY PERIOD means the period commencing on the effective date of issuance of PLANT
TEST RUN Certificate for the PROJECT under the OWNER/CONTRACTOR Contract and ending
after fifteen (15) months from the effective date of the issuance of PLANT TEST RUN Certificate by
OWNER to CONTRACTOR or twelve (12) months from the effective date of the last PROVISIONAL
ACCEPTANCE Certificate by OWNER to CONTRACTOR, whichever is earlier, as such period may be
extended in accordance with the General Condition “WARRANTY” and without affecting or diminishing
SUBCONTRACTOR’s warranty obligations under this Subcontract which have arisen from the date or
effective date of the first PROVISIONAL ACCEPTANCE Certificate, if any.

WORK means all the stated or implied activities to be performed by SUBCONTRACTOR as required
by the Subcontract Documents.

U.A.E. means United Arab Emirates.

SC-2 INSURANCE

1.0 INSURANCE TO BE PROVIDED BY SUBCONTRACTOR

Without limitation to its obligations and responsibilities under this Subcontract, SUBCONTRACTOR
during the whole period of the Subcontract from commencement until the issue of FINAL
ACCEPTANCE Certificate by OWNER shall at its own expense obtain and thereafter maintain in full
force and effect (or cause to be obtained and maintained) the insurance policies set forth below to be
effected in the name of SUBCONTRACTOR. SUBCONTRACTOR shall cause the insurers or
underwriters thereof to waive their rights of subrogation against CONTRACTOR and OWNER
INDEMNIFIED PARTIES and, where feasible, to include the names of CONTRACTOR and OWNER
as additional assured parties.

SUBCONTRACTOR shall require the same insurance from its subcontractors under the same
conditions as required herein.

A. Worker’s Compensation (Employer's Liability)

Worker’s Compensation and Employer's Liability Insurance covering the employees of


SUBCONTRACTOR for all compensation and other benefits required of
SUBCONTRACTOR by Worker’s Compensation or similar statutory insurance laws of any

Exhibit B – 15 April 2007 Page 3 of 34 Subcontract 25113-000-FC3-NN00-00001


nation or political subdivision thereof to which SUBCONTRACTOR’s operations under this
Subcontract are subject in respect of liability for bodily injury by accident or disease
including death resulting therefrom sustained by any employee of SUBCONTRACTOR
arising out of and in the course of his/her employment. The limit of liability under
Employer’s Liability Section shall be not less than United States Dollars one million (US$
1,000,000/-) per occurrence.

B. Motor Vehicle Third Party- and Passenger Liability

Motor vehicle third party and passenger liability insurance in respect of death of or injury to
persons and/or loss or damage to property in respect of motor vehicles used by
SUBCONTRACTOR in connection with the execution of the WORK and shall ensure that
subcontractors maintain such insurance in respect of motor vehicles used by them.

Such insurance shall provide an unlimited indemnity for death of or injury to persons and
the equivalent of not less than United States Dollars one million (US$ 1,000,000/-) per
occurrence for loss of or damage to property which shall be extended as may be
necessary to cover any additional cover required by statutory requirements in the country
of location of the WORK.

C. Construction Plant and Equipment

Temporary works and all construction plant and equipment brought on JOBSITE by
SUBCONTRACTOR or its subcontractors for use in connection with the PROJECT and
any other property under the care and custody of SUBCONTRACTOR not covered by the
OWNER furnished insurance detailed herein, to their full value against all loss or damage
from whatever cause arising.

D. Marine Insurance on Vessels, Craft or Floating Equipment

Insurance in respect to any vessels, craft and other floating equipment owned, chartered
or hired by SUBCONTRACTOR or its subcontractors used in connection with the
execution of the WORK shall cover all risks of physical loss or damage howsoever arising
including war, civil war, strikes, and the like up to a limit equivalent to the value of such
vessels, craft or floating equipment and including marine third party liability insurance in
respect of legal liability to third parties of not less than United States Dollars two million
(US$ 2,000,000/-) together with protection and indemnity risks with a member of the
International Group of P&I Clubs including endorsements for charterers liabilities, pollution
for maximum limits, cargo legal liabilities, removal of wreck, full collision liabilities and full
coverage for all crew liabilities. Such insurances shall contain an express condition that
the amount realisable under the Liability Section of the Policy is either up to the limit of
Sum Insured or to the actual amount of claim whichever is lower and shall be free from
the application of limitations of shipowners' liability under the U.A.E. Maritime law or any
other law in force relating to the shipowners' liability.

E. Aircraft Insurance on Aircraft or Helicopters

All aircraft or helicopters owned or hired by SUBCONTRACTOR or its subcontractors


used in connection with the execution of works/services against all risks of physical loss or
damage howsoever arising, including war, civil war, strikes and the like up to a limit
equivalent to the value of such aircraft or helicopters and including legal liability to third
parties and passenger liability up to a limit of not less than United States Dollars two
million (US$ 2,000,000/-) per accident.

F. General Third Party Risks Insurance

General third party liability insurance covering liabilities arising out of any activities of
SUBCONTRACTOR. Such insurance shall have a limit of liability not less than United
States Dollars two million (US$ 2,000,000/-).

Exhibit B – 15 April 2007 Page 4 of 34 Subcontract 25113-000-FC3-NN00-00001


EVIDENCE OF INSURANCE

SUBCONTRACTOR shall furnish CONTRACTOR within thirty (30) days from the effective date with
certificates of insurance issued by the relevant insurers or underwriters evidencing the risks insured
against pursuant to the provisions of this clause also showing all parties assured and levels of
indemnity. Notwithstanding the above, in respect of risks that the SUBCONTRACTOR can demonstrate
are not imminent immediately upon the effective date, SUBCONTRACTOR shall provide the insurance
certificates not later than thirty (30) days prior to the commencement of the relevant activity.

DEDUCTIBLES

All deductibles provided under the insurances arranged by SUBCONTRACTOR as required under this
clause (the amounts of which SUBCONTRACTOR acknowledges to have seen) shall be for the
account of and paid by SUBCONTRACTOR.

INSURERS TO BE USED

For WORK performed in the Emirate of Abu Dhabi or in the U.A.E, insurance policies arranged in
accordance with this clause shall also comply with Article 6 of Federal Law No. 9 (1984), with one or
more of the following Emirate of Abu Dhabi national insurance companies:

a. ABU DHABI NATIONAL INSURANCE COMPANY

b. AL AIN AHLIA INSURANCE COMPANY

c. AL DHAFRA INSURANCE COMPANY

d. EMIRATES INSURANCE COMPANY

e. AL-KHAZNA INSURANCE COMPANY

f. AL WATHABA NATIONAL INSURANCE COMPANY

NOTICE TO CONTRACTOR AND REMEDY ON SUBCONTRACTOR'S FAILURE TO INSURE

SUBCONTRACTOR shall provide CONTRACTOR with timely advance notice of any changes in the
terms of the policies, which are to be carried by SUBCONTRACTOR under this clause including any
cancellation notices.

If SUBCONTRACTOR fails to keep in force the insurance which may be required to effect under the
terms of this clause, then CONTRACTOR may effect and keep in force any such insurance and pay
the premium as may be necessary for that purpose and from time to time deduct the amount so paid
by CONTRACTOR in respect of such premium from any money due or which may become due to
SUBCONTRACTOR or recover the same as a debt due from SUBCONTRACTOR.

PROTECTION OF CONTRACTOR’S RIGHTS

Approval by CONTRACTOR of any insurer or terms of insurance proposed by SUBCONTRACTOR


shall not relieve SUBCONTRACTOR from any obligation or liability under or arising from this
Subcontract or under the mandatory provisions of law.

COSTS AND INCIDENTAL EXPENSES

All costs and incidental expenses incurred in relation to the preparation of claims under the policies
arising out of matters for which SUBCONTRACTOR is responsible under the Subcontract shall be
borne by SUBCONTRACTOR.

Exhibit B – 15 April 2007 Page 5 of 34 Subcontract 25113-000-FC3-NN00-00001


2.0 OWNER Furnished Insurance:

Under the OWNER / CONTRACTOR Contract, OWNER is obligated to provide at the


appropriate time, insurance (subject to the following provisions) at its own expense in
the joint names of OWNER, CONTRACTOR and SUBCONTRACTOR at the OGD III
JOBSITE in respect of :-

a) Land, Sea and Air Transit Insurance

All materials, machinery and other property of whatsoever kind for


incorporation in the WORK during marine shipments, land and air
transportation. Such insurance shall include an insurer’s waiver of
subrogation in favour of SUBCONTRACTOR and shall be subject to London
Institute Cargo Clauses.

b) Insurance of Work in Progress during Construction

The WORK, the GOODs for incorporation or intended to be incorporated


therein, OWNER’s equipment if any, all in connection herewith and EXISTING
FACILITIES, but excluding items which SUBCONTRACTOR is required to
insure under this Special Condition, subsection 1.0 titled “INSURANCE TO
BE PROVIDED BY SUBCONTRACTOR” , shall be insured, against insurable
physical loss of damage to the replacement value thereof from
commencement of construction at the JOBSITE until completion of the
WORK and also during the WARRANTY PERIOD

c) General Legal Third Party Risks Insurance

Physical loss of or damage to any third party property or injury to or death of


any third party which may arise out of or in connection with the execution of
the PROJECT, such insurance to be on a combined single limit of not less
than US Dollars Twenty Million (US$20,000,000) in respect of any one
accident or series of accidents arising out of one event.

d) Deductibles to OWNER’s Furnished Insurance

The deductibles provided under the insurance to be arranged by OWNER shall be for
the account of and paid by SUBCONTRACTOR as follows:

i) If following loss or damage to WORK, or other loss or damage insured


pursuant to this Special Condition, subsection 2.0, titled “OWNER Furnished
Insurance”, a claim is made under a policy of insurance effected by OWNER,
SUBCONTRACTOR shall be paid the amounts (if any) recovered from such
policy upon rectifying the loss or damage or settling the relevant liability as the
case may be and after deducting the amounts due to CONTRACTOR and
OWNER, if any, in respect of CONTRACTOR’s and OWNER’s expenses.
Provided, however, that SUBCONTRACTOR’s liability for rectification of any
such loss or damage shall not exceed the deductible amounts per occurrence
specified in Exhibit B1 DEDUCTABLES TO OWNER FURNISHED
INSURANCE.
ii) In the event of any failure by SUBCONTRACTOR to make good in
accordance with the terms of the Subcontract, such loss or damage to the
PROJECT, which falls within the deductibles and exceptions aforesaid,
CONTRACTOR may deduct the applicable amounts from the sums otherwise
due to SUBCONTRACTOR under the Subcontract or recover the same as a
debt due from SUBCONTRACTOR.

The foregoing OWNER provided insurances shall not limit SUBCONTRACTOR’s obligations and
responsibilities under the Subcontract.

Exhibit B – 15 April 2007 Page 6 of 34 Subcontract 25113-000-FC3-NN00-00001


CLAIMS PROCEDURE

SUBCONTRACTOR and/or its subcontractors shall notify insurers with one copy to OWNER and one
copy to CONTRACTOR of any occurrence likely to give rise to a claim under OWNER’s insurances as
soon as possible and in any event within three (3) days of such occurrence coming to the notice of
SUBCONTRACTOR.

SUBCONTRACTOR shall submit its insurance claim to the CONTRACTOR who shall submit the
claim documents to the Insurers directly and shall handle all claim negotiations directly with the
Insurers. After approval and signature of the claim discharge receipt and letter of subrogation by
CONTRACTOR, the actual settlement of the claim amounts due to SUBCONTRACTOR shall be
effected by the Insurers through CONTRACTOR’s account, with the claim amounts due to
CONTRACTOR and OWNER being effected by the Insurers directly to CONTRACTOR’s and
OWNER’s accounts.

NOTIFICATIONS:

In accordance with the submittal requirements outlined above, SUBCONTRACTOR shall deliver the
original and two (2) copies of the Certificate(s) of Insurance required by this clause and all subsequent
notices of cancellation, termination and alteration of such policies to:

Eastern Bechtel Co. Ltd.


Bechtel Construction Offices
A4 Temporary Facilities Area
Habshan
Abu Dhabi, UAE

Attention: Peter Marvin, Subcontracts Manager


Reference: Subcontract No. 25113-000-FC3-NN00-00001

SC-3 CONTRACTOR-FURNISHED DRAWINGS AND SPECIFICATIONS

CONTRACTOR will furnish SPECIFICATIONS and engineering design drawings for each part of the
WORK under this Subcontract. Such SPECIFICATIONS and engineering design drawings shall be
issued in electronic copy only via “E Room” in accordance with CONTRACTOR’s procedure 25113-
000-GAP-GAM-Z001 entitled Procedure for the Transmission of Vendor/ Subcontractor Documents to
and from Bechtel.

SUBCONTRACTOR shall, immediately upon receipt thereof, check all SPECIFICATIONS and
drawings furnished and shall promptly notify CONTRACTOR of any omissions or discrepancies in
such SPECIFICATIONS or drawings.

All drawings listed in Exhibit "E" DRAWINGS are a part of this Subcontract; however,
SUBCONTRACTOR shall perform WORK only in accordance with drawings marked "Issued for
Construction" (IFC), which may be issued by CONTRACTOR after execution of this Subcontract.
Such IFC drawings will be issued by Subcontract Change Notice and upon issuance become a part of
the Subcontract, superseding or supplementing the original Subcontract drawings. If
SUBCONTRACTOR considers such issue to be a change affecting cost or schedule the provisions of
the General Condition titled "CHANGES" apply. SUBCONTRACTOR shall perform WORK only in
accordance with IFC drawings and any subsequent revisions thereto, and with CONTRACTOR
reviewed drawings submitted by SUBCONTRACTOR in accordance with the Special Condition titled
"SUBCONTRACTOR-FURNISHED DRAWINGS, DATA AND SAMPLES."

SC-4 CONTRACTOR-FURNISHED UTILITIES AND FACILITIES

A. Utilities. The utilities listed below will be furnished by CONTRACTOR without cost to
SUBCONTRACTOR, provided that all such utilities will be furnished at outlets existing on the
JOBSITE and SUBCONTRACTOR shall, at its expense, extend such utilities from said outlets
to points of use and at completion of all the WORK remove all materials and equipment used
for such extensions.

Exhibit B – 15 April 2007 Page 7 of 34 Subcontract 25113-000-FC3-NN00-00001


NONE

B. Facilities. The facilities listed below will be furnished by CONTRACTOR. Such facilities may
be used by SUBCONTRACTOR without charge, provided that any such use will be subject to
written approval of CONTRACTOR.

1. An allocated laydown area at CONTRACTOR’s Central facilities and Laydown Area

2. First aid and medical facilities as detailed in Exhibit A General Condition titled FIRST AID
AND MEDICAL FACILITIES

SC-5 CONTRACTOR-FURNISHED MATERIALS AND EQUIPMENT

CONTRACTOR will furnish to SUBCONTRACTOR, at CONTRACTOR’s designated warehouse or


JOBSITE storage area, the items listed below to be incorporated into or used in performance of the
WORK under this Subcontract or a designated area agreed with SUBCONTRACTOR. Such items will
be furnished, without cost to SUBCONTRACTOR, provided that SUBCONTRACTOR shall, at its
expense, prepare a material request, load at CONTRACTOR’s warehouse or JOBSITE storage
location, transport to points of use, unload and care for such items until final disposition thereof. At
time of acceptance of any such item from CONTRACTOR, SUBCONTRACTOR shall sign a receipt
therefore. Signing of such receipt without reservation therein shall preclude any subsequent claim by
SUBCONTRACTOR that any such items were received from CONTRACTOR in a damaged condition
and with shortages. If at any time after acceptance of any such item from CONTRACTOR any such
item is damaged, lost, stolen or destroyed, such item shall be repaired or replaced at the expense of
SUBCONTRACTOR. Items required to be replaced may, at its option, be furnished by
CONTRACTOR. Upon completion of all the WORK under this Subcontract, SUBCONTRACTOR
shall, at its expense, return all surplus and unused items to CONTRACTOR’s designated warehouse
or JOBSITE storage area.

CONTRACTOR will exert every reasonable effort to make delivery of such materials and equipment
so as to avoid delay in the progress of the WORK. However, should CONTRACTOR, for any reason,
fail to make delivery of any such item and a delay result the provisions of the General Condition titled
"CHANGES" apply. SUBCONTRACTOR shall take all appropriate action to mitigate the consequences
of such delay.

Materials to be furnished by CONTRACTOR:

NONE

SC-6 CONTRACTOR-FURNISHED PERMITS

The General Condition titled "PERMITS" notwithstanding, CONTRACTOR will without cost to
SUBCONTRACTOR, furnish the permits listed below; however, SUBCONTRACTOR shall, as
necessary, provide CONTRACTOR and OWNER with assistance in obtaining such permits.
SUBCONTRACTOR shall, in accordance with said General Condition titled "PERMITS," provide all
other permits. All such CONTRACTOR-furnished permits are available for examination at the project
office of CONTRACTOR during regular business hours.

Permits to be furnished by CONTRACTOR:

NONE

SC-7 SUBCONTRACTOR-FURNISHED DRAWINGS, DATA AND SAMPLES

CONTRACTOR review and permission to proceed does not constitute acceptance or approval of
submittals including, but not limited to, design details, calculations, analyses, test methods,
construction methods, rigging plans, certificates or materials developed or selected by

Exhibit B – 15 April 2007 Page 8 of 34 Subcontract 25113-000-FC3-NN00-00001


SUBCONTRACTOR and does not relieve SUBCONTRACTOR from full compliance with the
Subcontract requirements.

A. Drawings

Where drawings are required for:

1. Fabrication of SUBCONTRACTOR-furnished equipment or materials,


2. Installing SUBCONTRACTOR-furnished equipment or materials, or
3. Planning and performance of the WORK under this Subcontract;

such drawings shall be submitted by and at the expense of SUBCONTRACTOR before


fabrication, installation or performance is commenced, allowing at least thirty (30) calendar
days for review by CONTRACTOR unless otherwise shown on the SUBCONTRACT
SCHEDULE. Such drawings shall include, but not be limited to, matchmarks, erection
diagrams and other details, such as field connections for proper installation, erection of
equipment or materials, and performance of the WORK.

Drawings of a specific piece of equipment shall identify components with the manufacturer's
part number or reference drawing number clearly indicated. If reference drawing numbers are
used, the review data of such drawings shall be included.

Drawings shall indicate design dimensions, maximum and minimum allowable operating
tolerances on all major wear fits, e.g., rotating, reciprocating or intermittent sliding fits between
shafts or stems and seals, guides and pivot pins. The sequence of submission of all drawings
shall be such that all information is available for reviewing each drawing when it is received.

All drawings submitted by SUBCONTRACTOR shall be certified by SUBCONTRACTOR to be


correct, shall show the Subcontract number and shall be furnished in accordance with the
Subcontract Drawings and Data Requirements Form(s). CONTRACTOR will conduct a
review of SUBCONTRACTOR’s drawings and a reproducible drawing marked with one of the
following codes will be returned to SUBCONTRACTOR.

Code Notation

1. Work may proceed.

2. Revise and Resubmit. Work may proceed subject to resolution of indicated


comments.

3. Revise and Resubmit. Work may not proceed.

4. Review not required. Work may proceed.

Although WORK may proceed on receipt of a drawing with a Code 2 notation,


SUBCONTRACTOR must resolve the comments indicated, resubmit and obtain a Code 1
notation before release for shipment or completion of the affected work.

B. Samples

Where samples are required, they shall be submitted by and at the expense of
SUBCONTRACTOR. Such submittals shall be made not less than thirty (30) calendar days
prior to the time that the materials represented by such samples are needed for incorporation
into the WORK. Samples shall be subject to review and materials represented by such
samples shall not be manufactured, delivered to the JOBSITE or incorporated into the WORK
without such review.

Each sample shall bear a label showing SUBCONTRACTOR’s name, PROJECT name,
Subcontract number, name of the item, manufacturer's name, brand name, model number,
supplier's name, and reference to the appropriate drawing number, technical specification
section and paragraph number, all as applicable.

Exhibit B – 15 April 2007 Page 9 of 34 Subcontract 25113-000-FC3-NN00-00001


Samples which have been reviewed may, at CONTRACTOR’s option, be returned to
SUBCONTRACTOR for incorporation into the WORK.

C. Certificates and Data

Where certificates are required, four (4) copies of each such certificate shall be submitted by
and at the expense of SUBCONTRACTOR. Such submittal shall be made not less than thirty
(30) calendar days prior to the time that the materials represented by such certificates are
needed for incorporation into the WORK. Certificates shall be subject to review and material
represented by such certificates shall not be fabricated, delivered to the JOBSITE or
incorporated into the WORK without such review.

Certificates shall clearly identify the material being certified and shall include but not be limited
to providing the following information: SUBCONTRACTOR’s name, PROJECT name,
Subcontract number, name of the item, manufacturer's name, and reference to the
appropriate drawing, technical specification section and paragraph number, all as applicable.

All other data shall be submitted as required by the Subcontract Documents.

D. As-Built Drawings and Specifications

1. Drawings:

a. Progress As-Builts. During construction, SUBCONTRACTOR shall keep a


marked-up-to-date set of as-built blueline drawings on the JOBSITE as an
accurate record of all deviations between work as shown and work as
installed. These drawings shall be available to CONTRACTOR and OWNER
for inspection at any time during regular business hours.

b. Final As-Builts. SUBCONTRACTOR shall at its expense and not later than
thirty (30) calendar days after completion of the WORK within the respective
SUBCONTRACT MILESTONES as described in Special Condition titled
COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK and
before Final Payment furnish to CONTRACTOR a complete set of marked-up
as-built reproducible drawings with "AS-BUILT" clearly printed on each sheet.
SUBCONTRACTOR shall accurately and neatly transfer all deviations from
progress as-builts to final as-builts. As-built drawings shall be provided where
specified and as required to reflect as-built conditions.

2. Specifications:

a. Progress As-Builts. During construction, SUBCONTRACTOR shall keep a


marked-up-to-date set of as-built specifications on the JOBSITE annotated to
clearly indicate all substitutions that are incorporated into the WORK. Where
selection of more than one product is specified, annotation shall show which
product was installed. These specifications shall be available to
CONTRACTOR and OWNER for inspection at any time during regular
business hours.

b. Final As-Builts. SUBCONTRACTOR shall at its expense and not later than
thirty (30) calendar days after completion of the WORK within the respective
SUBCONTRACT MILESTONES as described in Special Condition titled
COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK and
before Final Payment furnish to CONTRACTOR a complete set of marked-up
as-built specifications with "AS-BUILT" clearly printed on the cover.
SUBCONTRACTOR shall accurately and neatly transfer all annotations from
progress as-builts to final as-builts.

Exhibit B – 15 April 2007 Page 10 of 34 Subcontract 25113-000-FC3-NN00-00001


3. Endorsement:

SUBCONTRACTOR shall sign each final as-built drawing and the cover of the as-built
specifications and shall note thereon that the recording of deviations and annotations
is complete and accurate.

SUBCONTRACTOR-furnished drawings and data shall be issued in electronic copy only via “E Room” in
accordance with CONTRACTOR’s procedure 25113-000-GAP-GAM-Z001 entitled Procedure for the
Transmission of Vendor/ Subcontractor Documents to and from Bechtel.

SC-8 COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK

SUBCONTRACTOR shall carry out the WORK with due diligence in accordance with good practices
and standards of workmanship in order to meet the following SUBCONTRACT MILESTONE dates:

No. Subcontract Milestones Date

1. Subcontract Notice to Proceed (NTP) ..............................................03 January 2007


2. Complete the mobilization .................................................................31 January 2007
3. Commence Equipment Insulation ................................................... 01 February 2007
4. Commence Pipe Insulation ...................................................... 01 April 15 May2007
5. Complete all Piping and Equipment ................................................ 01 February 2008
6. Complete all Valve and Flanges ............................................................ 01 April 2008
7. Complete the demobilization ................................................................. 08 April 2008

SUBCONTRACT MILESTONE dates by Units:

No. Unit Number Completion Date


1.377* 14 July 2007
2.375 20 July 2007
3.362** 01 September 2007
4.371 30 October 2007
5.391 14 November 2007
6.354 27 November 2007
7.372 20 December 2007
8.393 28 December 2007
9.331 31 December 2007
10.320 01 January 2008
11.330 03 January 2008
12.325 04 January 2008
13.390 11 January 2008
14.392 11 January 2008
15.342 14 January 2008
16.326 16 January 2008
17.340 18 January 2008
18.394 25 January 2008
19.341 29 January 2008
20.321 01 February 2008

* Partial turnover required in July 2007 and continuing through January 2008
** Partial turnover required in 01 September 2007 and continuing through November 2007

SUBCONTRACT Milestone Quantities for Pipe insulation by Months are:

Minimum Release Plan Release Maximum Release


Month
Quantities ( LM) Quantities (LM) Quantities (LM)
Jun 2007 3,466 3,983 4,500

Exhibit B – 15 April 2007 Page 11 of 34 Subcontract 25113-000-FC3-NN00-00001


July 2007 5,498 6,546 7,593

August 2007 7,879 9,849 11,819

September 2007 9,157 11,447 13,736

October 2007 9,170 11,462 13,755

November 2007 9,485 11,856 14,228

December 2007 9,707 11,556 13,405

January 2008 8,922 10,256 11,590

February 2008 7,054 7,837 8,620

Total 70,339 84,793 99,246

SUBCONTRACTOR shall give CONTRACTOR full information in advance as to its plans for
performing each part of the WORK. If at any time, SUBCONTRACTOR’s actual progress is
inadequate to meet the requirements of this Subcontract, CONTRACTOR may notify
SUBCONTRACTOR to take such steps as may be necessary to improve its progress. If, within a
reasonable period as determined by CONTRACTOR, SUBCONTRACTOR does not improve
performance to meet the SUBCONTRACT MILESTONES set forth above, CONTRACTOR may
require an increase in SUBCONTRACTOR’s labor force, the number of shifts, overtime operations,
additional days of work per week, expedited shipment(s) of equipment and materials, and an increase
in the amount of construction plant and equipment, all without additional cost to CONTRACTOR.
Neither such notice nor CONTRACTOR’s failure to issue such notice shall relieve
SUBCONTRACTOR of its obligation to achieve the quality of work and rate of progress required by
this Subcontract.

Noncompliance with CONTRACTOR’s instructions shall be grounds for CONTRACTOR’s


determination that SUBCONTRACTOR is not prosecuting the WORK with such diligence as will
assure completion within the times specified. Upon such determination, CONTRACTOR may
terminate this Subcontract pursuant to the General Condition titled "TERMINATION FOR DEFAULT."

Subject to the warranties which survive the WARRANTY PERIOD, the WORK shall be considered
complete upon notice by CONTRACTOR to SUBCONTRACTOR of the CONTRACTOR’s receipt of
the FINAL ACCEPTANCE Certificate under the OWNER / CONTRACTOR Contract.

SC-9 SUBCONTRACT SCHEDULES

SUBCONTRACTOR shall within ten (10) calendar days of Subcontract award submit for
CONTRACTOR’s written approval a 30/90 day kick off schedule.

The 30/90 day kick off schedule shall show the initial 30 day activities down to Level 3, with the 90 day
activities down to Level 2.

The 30/90 day kick off schedule shall clearly show all activities in detail, including start and completion
of mobilisation and discreet work elements and work element interrelationships necessary to complete
all services and separable parts for a period of ninety (90) calendar days following the Subcontract
award/ notice to proceed. In addition the schedule shall show in summary, the proposed plan and
approach for performance of all major subdivisions of work during the entire Subcontract period. It
shall contain sufficient detail to assure CONTRACTOR of the feasibility of the plan and approach
proposed by SUBCONTRATOR.

Level of detail required;

Exhibit B – 15 April 2007 Page 12 of 34 Subcontract 25113-000-FC3-NN00-00001


Tasks in the 30/90 day kick off schedule should be sufficiently detailed to describe activities that
include but not limited to, the following:

• Mobilisation
• Construction and installation of any temporary works
• Issue of any technical deliverables required by CONTRACTOR
• Required permitting activities
• Approvals required by SUBCONTRACTOR from CONTRACTOR
• Early activities required for material purchases
• Provision of such financial instruments as may be required by the Subcontract
• Provision of such insurance documents that may be required by the Subcontract
• Issue of the SUBCONTRACT SCHEDULE
• Issue of progress measurement / reporting procedure

SUBCONTRACTOR shall, within thirty (30) calendar days of Subcontract award and before the first
progress payment is made, submit to CONTRACTOR for its written approval a resource loaded
SUBCONTRACT SCHEDULE. The schedule shall consist of a precedence network diagram using
the critical path method (CPM) to show each individual essential activity in sequence to meet the
SUBCONTRACT MILESTONES of the Special Condition titled "COMMENCEMENT, PROGRESS
AND COMPLETION OF THE WORK." The diagram shall show durations and dependencies including
contractual review periods, permitting activities and off-JOBSITE activities such as design, fabrication
of equipment, procurement, delivery of materials, and items to be furnished by CONTRACTOR. It
shall show total float and free-float times. Float shall not be considered to be for the exclusive benefit
of either CONTRACTOR or SUBCONTRACTOR. Extensions of time for performance required under
other Subcontract clauses shall be made only to the extent that equitable time adjustments for
affected activities exceed the total float available along their paths.

The activity listing shall show the following information for each activity on the diagram:

Identification by node number;


Description of the task or event;
Duration;
Personnel by craft;
Equipment;
Earliest start and finish dates; and
Latest start and finish dates.

In addition SUBCONTRACTOR shall submit a complementary and detailed narrative description of its
plan for performing the WORK. The narrative description shall summarize equipment and personnel
requirements by craft to complete a resource loaded schedule, and provide other schedule
assumptions such as planned work week, shift patterns, permitting, deliverable times required by
CONTRACTOR, and any other salient points related to the methods to be employed in completing the
Work.

The planned progress that is envisaged from the plan will be described by way of a series of “S”
curves related to progress for Overall Subcontract, Procurement and Construction activities,
calculated using the procedure and methodology described in Special Condition titled
MEASUREMENT FOR PAYMENT.

SUBCONTRACTOR shall promptly inform CONTRACTOR of any proposed change in the schedule
and narrative and shall furnish CONTRACTOR with a revised schedule and narrative within ten (10)
calendar days after approval by CONTRACTOR of such change. The schedule and narrative shall be
kept up to date, taking into account the actual work progress and shall be revised, if necessary, every
thirty (30) calendar days. The revised schedule and narrative shall, as determined by CONTRACTOR,
be sufficient to meet the requirements for completion of any separable part and all of the WORK as
set forth in this Subcontract.

During the performance of the WORK, SUBCONTRACTOR shall submit to CONTRACTOR periodic
reports on the actual progress. Such progress reports shall include the following:

Exhibit B – 15 April 2007 Page 13 of 34 Subcontract 25113-000-FC3-NN00-00001


1. Monthly A copy of the SUBCONTRACT SCHEDULE showing actual progress to
date overall and for the major parts of the WORK, as compared to
planned progress. To be provided on every last Thursday of the month

2. Monthly A jobhour comparison by craft of actual versus planned staffing;

3. Weekly A three-week look-ahead personnel forecast by craft. Variation from


approved schedules and plans shall be noted and rationalized;

4. Weekly A rolling four-week schedule showing one week actual progress and a
three-week look-ahead forecast. Variation from approved schedules and
plans shall be noted and rationalized;

5. Weekly A weekly report of quantities installed versus total quantities on items of


the WORK selected by CONTRACTOR;

6. Weekly A weekly report of labor productivity comparing actual versus planned


jobhours on items of the WORK selected by CONTRACTOR. Variation
from approved schedules and plans shall be noted and rationalized;

7. Weekly 90 day quantity look a heads updated on a weekly basis broken by unit
and type of insulation

8. Daily A daily force report listing all personnel by craft and work assignment; and

9. Daily A daily plant and equipment report showing the construction facilities and
plant and equipment utilized in the WORK.

10. As required Other reports as may be required by CONTRACTOR from time to time to
satisfy itself that work is progressing as planned in the appropriate
manner.

Schedules and reports shall be furnished in hardcopy and/or electronic files as specified by
CONTRACTOR. To permit electronic exchange of schedule data to the greatest extent
possible SUBCONTRACTOR shall use Primavera P3TM scheduling software version 3.1
CONTRACTOR may provide coding structure to SUBCONTRACTOR for development of
schedule. Where applicable the MS suite of software may be used.

SC-10 TEMPORARY ACCESS AND HAUL ROADS

SUBCONTRACTOR shall, at its expense, construct and maintain temporary access and haul roads as
may be necessary, including any hard standings and provision of adequate temporary bridging of pipe
and cable tracks for the proper performance of this Subcontract. SUBCONTRACTOR shall submit a
layout of all proposed roads prior to road construction. The layout shall show widths of roads, direction
of traffic, curves, grades and related information in sufficient detail for review by CONTRACTOR.
Roads constructed on CONTRACTOR’s or OWNER’s land or rights-of-way shall be subject to
CONTRACTOR’s and/or OWNER’s approval.

All temporary works shall be properly designed and substantially constructed to carry such loads as
will be imposed on them. SUBCONTRACTOR shall submit for the approval of OWNER and/or
CONTRACTOR its drawings and calculations relating to the strength and stability of any temporary
works as well as the methods proposed for the erection thereof. If the OWNER and/or CONTRACTOR
upon receipt of such drawings and calculations are not satisfied with any aspect of the temporary
works, they may require the SUBCONTRACTOR to take additional measures at the
SUBCONTRACTOR’s own cost.

All temporary works supplied by SUBCONTRACTOR shall be removed on completion of the WORK to
CONTRACTOR’s satisfaction.

Exhibit B – 15 April 2007 Page 14 of 34 Subcontract 25113-000-FC3-NN00-00001


SC-11 SAFETY, HEALTH AND SECURITY REQUIREMENTS

In the development and implementation of its Health, Safety and Environment Plan (HSE Plan) and
performance of the WORK, SUBCONTRACTOR shall conform and comply with CONTRACTOR and
OWNER’s “HEALTH, SAFETY AND ENVIRONMENTAL STANDARDS” which shall be provided to
SUBCONTRACTOR by CONTRACTOR.

In performance of the WORK under this Subcontract, SUBCONTRACTOR shall establish and
maintain a security program, implementing and supplementing CONTRACTOR’s and OWNER’s
Security Requirements*. This shall include a written Security Plan which shall be submitted to
CONTRACTOR for review and approval within thirty (30) calendar days after Subcontract award and
in any event prior to commencing WORK at the JOBSITE. Such program shall include:

1. Controlled access to construction camp (if remote from Management Camp area)
office, warehouse, material and equipment sites.

2. Physical security of office, warehouse, material and equipment sites, to include


periodic security checks of all work areas assigned to SUBCONTRACTOR.

3. Control of material and equipment packaging, transportation, and delivery to the


JOBSITE.

4. Accountability procedures for storage, requisition and issue of material and


equipment.

5. Personnel security to include, but not limited to, compliance with PROJECT Work
Rules* (access, badging, prohibited activities and items, etc.)

6. Communications security to include, but not limited to, use of radios, radio finders,
beacons, etc.

7. Compliance with the PROJECT Emergency Response Plan* to include, but not limited
to, emergency notification lists, personnel accountability procedures, etc.

8. Compliance with all PROJECT Security Programs* and the coordination measures,
with CONTRACTOR, OWNER and others on the JOBSITE, established for that
purpose.

9. Prompt reporting of incidents of loss, theft or vandalism to CONTRACTOR,


subsequently detailed and provided in writing.

SUBCONTRACTOR shall comply with CONTRACTOR’s and OWNER’s Security Requirements* for
the JOBSITE and Construction Camp area, where this is adjacent to the Management Camp.
SUBCONTRACTOR shall cooperate with CONTRACTOR and OWNER on all security matters and
shall promptly comply with any PROJECT security arrangements established by CONTRACTOR or
OWNER. Such compliance with these security requirements shall not relieve SUBCONTRACTOR of
its responsibility for maintaining proper security for the above noted items, nor shall it be construed as
limiting in any manner SUBCONTRACTOR’s obligation with respect to all applicable laws and
regulations and to undertake reasonable action to establish and maintain secure conditions at the
JOBSITE.

SUBCONTRACTOR’s Security Plan shall be added as an appendix to its PROJECT HSE Plan.

SUBCONTRACTOR shall ensure that all manual/non manual personnel on JOBSITE, whether direct
or indirect are issued with safety personal protection items to a minimum of hard hat, safety shoes,
overalls, ear plugs and safety glasses to a quality as defined in the PROJECT Safety Procedure* and
acceptable to CONTRACTOR. High visibility vests shall also be provided, for any personnel working
in the vicinity of moving or unloading vehicles, or near to lifting and handling of heavy loads, or working
in low light conditions. Any personnel without the minimum foregoing will not be allowed access to the
JOBSITE. In the event of SUBCONTRACTOR’s failure to comply with the foregoing requirements,

Exhibit B – 15 April 2007 Page 15 of 34 Subcontract 25113-000-FC3-NN00-00001


CONTRACTOR shall furnish the necessary personal protection items and backcharge
SUBCONTRACTOR under Exhibit ‘A’, General Conditions, GC-36, titled ’BACKCHARGES’

SUBCONTRACTOR shall strictly ensure the availability on the JOBSITE, throughout the duration of
the Subcontract, adequate supplies of good quality chilled potable water for all SUBCONTRACTOR’s
and its lower tier subcontractors’ personnel. CONTRACTOR reserves the right, at
SUBCONTRACTOR’s expense, to have potable water samples analysed and certified fit for
consumption. In the event of SUBCONTRACTOR failure to comply with the foregoing requirements,
CONTRACTOR shall furnish the necessary chilled potable water and means of distribution, and
backcharge SUBCONTRACTOR under Exhibit ‘A’, General Conditions, GC-36, titled
’BACKCHARGES’

Safety and Security of OWNER’s EXISTING FACILITIES

The safety of the EXISTING FACITIES, their uninterrupted operation and safe and unhindered access
thereto by OWNER and its Affiliates, shall be of paramount importance in relation to
SUBCONTRACTOR’s performance of the WORK.

With regard to any part of the WORK requiring inter-ties or inter-faces with EXISTING FACILITIES, to
the extent that it directly affects the EXISTING FACILITIES, or requires access to the EXISTING
FACILITIES, determination of the sequence of performance of the WORK, working practices, number
of SUBCONTRACTOR’s personnel admitted to the EXISTING FACILITIES and issuance of Work
Permits* therefore will be subject to the prior examination and approval of OWNER or the relevant
authority.

SUBCONTRACTOR’s safety personnel shall assist OWNER AND CONTRACTOR to determine


safety levels/requirements for such any activities within the EXISTING FACILITIES but the final
decision will rest with OWNER.

Items denoted * are a part of the Implementation Documents which shall be provided to
SUBCONTRACTOR in accordance with General Condition titled SUBCONTRACT
IMPLEMENTATION AND INTERPRETATION.

SC-12 EXPLOSIVES

Explosives shall be transported to the JOBSITE only when required to perform the WORK under this
Subcontract and with prior notice to and written approval of CONTRACTOR. SUBCONTRACTOR
shall be responsible for properly purchasing, transporting, storing, safeguarding, handling and using
explosives required to perform the WORK under this Subcontract. SUBCONTRACTOR shall employ
competent and qualified personnel for the use of explosives and, notwithstanding any other provision
in the Subcontract to the contrary, shall assume full responsibilities for the cost of any incidental or
consequential damages caused by the improper use of explosives. Residual surplus explosives shall
be promptly removed from the JOBSITE and properly disposed of by SUBCONTRACTOR.

SC-13 PERFORMANCE AND PAYMENT SECURITIES

Unless expressly waived by CONTRACTOR, SUBCONTRACTOR shall, within ten (10) calendar days
after Subcontract award and prior to commencing the WORK or entering the JOBSITE, furnish to
CONTRACTOR the following securities:

1. An unconditional and irrevocable first demand Performance Bank Guarantee in the


form set out in Appendix 2 and in the amounts provided for below. Such Performance
Bank Guarantee, the cost of which is deemed to be included in the Subcontract Price,
shall be to secure SUBCONTRACTOR’s obligations under this Subcontract
notwithstanding any Changes, alterations or extensions of time that may be given or
agreed upon.

The Performance Bank Guarantee shall remain valid until settlement of all issues
between the Parties following termination of this Subcontract, pursuant to the
provisions hereof or until issuance of the notice of FINAL ACCEPTANCE by OWNER

Exhibit B – 15 April 2007 Page 16 of 34 Subcontract 25113-000-FC3-NN00-00001


(excluding painting works),. The Performance Bank Guarantee shall be provided by a
prime bank, nominated by SUBCONTRACTOR and approved by CONTRACTOR.

The Performance Bank Guarantee shall be in the currency of US Dollars, unless


otherwise approved by CONTRACTOR and equivalent to ten percent (10%) of the
Subcontract Price. The amount of the Performance Bank Guarantee shall be
increased or decreased equal to Subcontract changes made pursuant to General
Condition titled “CHANGES”.

The amount of the Performance Bank Guarantee shall be reduced to fifty percent
(50%) of its then current value upon issuance of the notice of PROVISIONAL
ACCEPTANCE last issued.

2. In the event that the Subcontract allows for payment of an advance payment, then
SUBCONTRACTOR shall provide to CONTRACTOR, prior to any advance payment,
an unconditional and irrevocable first demand Advance Payment Bank Guarantee in
the form set out in Appendix 2 in an amount equal to 100% of the advance payment
amount. The cost of such Advance Payment Bank Guarantee is deemed to be
included in the Subcontract Price. The Advance Payment Bank Guarantee shall be
issued by a prime bank approved by CONTRACTOR and effective until the full
amount of the advance payment is recovered by CONTRACTOR.

SC-14 MEASUREMENT FOR PAYMENT

To establish a basis for payment against lump sum items set forth in Exhibit C, SUBCONTRACTOR
shall, within ten (10) calendar days after Subcontract award, provide a lump sum breakdown
(Schedule of Values).

CONTRACTOR shall review SUBCONTRACTOR’s Schedule of Values, determine the appropriate


tasks and values for progress payments and so advise SUBCONTRACTOR in writing.

At level 1 A breakdown between Engineering, Procurement and Construction activities.

At level 2 A breakdown for each Level 1 activity a reasonable number of measurable interim
tasks required to accomplish each element within an area.

Progress measurement shall be based upon the physical progress against each of the activities / sub-
activities and deliverables according to a set of weighted values, allocated according to the effort
required to complete calculated at Levels 3/ 4. For working out the weightage of various activities
within each area and within each phase of the PROJECT, the following basis will be used:

a) Engineering - Man-hours
b) Manufacturing & Delivery (Civil items and other - Cost
JOBSITE procured small items excluded)

c) Construction and Pre-commissioning - Man-hours

Relative weightings for developing the overall S-Curves against the above three phases and for each
area shall be developed and agreed prior to implementation with CONTRACTOR. These weightings
will remain fixed for the duration of the works.

Weighted Value System;

1) Each activity or deliverable listed in Level-3 schedule will be assigned weightings based on
man-hours/ cost depending on the estimated work content.
2) Activity or deliverable weight factors will be computed based on the estimated man-hours/cost
as a fraction of the total man-hours/cost for each Area / Phase / Discipline etc. and for the
whole Subcontract.

Exhibit B – 15 April 2007 Page 17 of 34 Subcontract 25113-000-FC3-NN00-00001


3) The weight factors thus computed from Level-3/4 schedules will be rolled up to Level-2 and
Level-1 by Area / Phase / Discipline etc. in line with the agreed Work Breakdown Structure
(WBS).

Progress Measurement;

1) In case of Engineering Services and Manufacturing & Delivery activities, progress against
each activity / sub-activity level shall be based on assigning certain pre-defined % progress
representing the achievement of specific intermediate control points required to complete the
activity / deliverable.
2) In case of Construction progress against each activity / sub-activity level shall be measured
based on the quantity of work completed as a percentage of the total quantity of work to be
completed, again based for each commodity on a series of interim control points.
3) Total progress of each Subcontract Area / Phase / Discipline etc. shall be computed by
multiplying the activity % progress by its weight factor and thereafter summing up the
products.
4) Achievement of any deliverable at an intermediate Control Point stage does not automatically
mean achievement of the said Control Point progress. SUBCONTRACTOR’s Progress
Measurement System shall make necessary allowance for deduction of weighted progress if
deliverables are rejected by CONTRACTOR as not being of the required standard.
5) Overall progress of the Subcontract shall be calculated by integrating the progress against
each Area / Phase / Discipline etc. as described above.

Progress Measurement / Weightage System Proposed for the PROJECT

Details of weighted values for the various major activities are to be proposed by
SUBCONTRACTOR, for review/approval by CONTRACTOR prior to implementation.
SUBCONTRACTOR shall propose the detailed system for measuring the progress of the
Subcontract for CONTRACTOR review and approval prior to implementation.

General

Following activities will not be assigned any weightage. This would mean that the man-hour
requirements against the following activities will not be considered for progress computation:

Project Management.
Project Control.
QA/QC
Subcontract Management
Mobilization / Demobilization.

SUBCONTRACTOR shall then provide a schedule of the monthly progress payments (Estimated
Payment Schedule) required to perform the WORK in accordance with the SUBCONTRACT
SCHEDULE approved pursuant to the Special Condition titled "SUBCONTRACT SCHEDULE." The
Estimated Payment Schedule shall apply either the Schedule of Values, a reasonable estimate of
progress on tasks represented by unit prices, or a combination thereof.

Written monthly estimates shall be prepared by SUBCONTRACTOR for CONTRACTOR’s approval


covering the amount and value of WORK satisfactorily performed by SUBCONTRACTOR up to the
date of such estimate. Such estimate may be made by strict measurement, or by estimate, or partly
by one method and partly by the other. Estimates shall not include materials or equipment not
incorporated into the WORK. The quantity of WORK to be paid for under any item for which a unit
price is fixed shall be the number of CONTRACTOR approved units of WORK satisfactorily completed
in accordance with the specified unit measurement for payment provisions of this Subcontract.

SUBCONTRACTOR shall make all surveys necessary for determining all quantities of WORK to be
paid under this Subcontract. Copies of field notes, computations and other records made by
SUBCONTRACTOR for the purpose of determining quantities shall be furnished to CONTRACTOR
upon request. SUBCONTRACTOR shall notify CONTRACTOR prior to the time such surveys are
made. CONTRACTOR, at its sole discretion, may witness and verify such surveys. Measurements
and computations shall be made by such methods as CONTRACTOR may consider appropriate for

Exhibit B – 15 April 2007 Page 18 of 34 Subcontract 25113-000-FC3-NN00-00001


the class of WORK measured and the estimate of quantities of WORK completed shall be compatible
with the reporting requirements of the Special Condition titled "SUBCONTRACT SCHEDULE". The
dividing limits, lines or planes between adjacent items or classes of excavation, concrete, or other
types of WORK where not definitely indicated on the drawings or in the SPECIFICATIONS shall be as
determined by CONTRACTOR.

CONTRACTOR shall review SUBCONTRACTOR’s monthly estimate and return an approved copy to
SUBCONTRACTOR. Pursuant to the Special Condition titled "INVOICING AND PAYMENT,"
SUBCONTRACTOR shall prepare and submit to CONTRACTOR invoices in accordance with the
approved monthly estimates.

SC-15 INVOICING AND PAYMENT

SUBCONTRACTOR shall prepare and submit invoices as follows:

1. SUBCONTRACTOR submits estimates by the 20th of the month, and

2. CONTRACTOR reviews the estimates with SUBCONTRACTOR and upon approval


returns them for submittal with SUBCONTRACTOR’s invoice on the 1st scheduled
working day of the following month.

SUBCONTRACTOR shall certify in each invoice that there are no known outstanding mechanic's or
material-men's liens, and that all due and payable bills have been paid or are included in the
application for payment.

Within Thirty (60 30) calendar days after receipt of a correct invoice in New Delhi, CONTRACTOR will
pay SUBCONTRACTOR ninety percent (90%) of the approved invoice amount retaining the balance
(Retainage) pending notice of Provisional Acceptance or as otherwise specified below.

CONTRACTOR may, as a condition precedent to any payment, require SUBCONTRACTOR to submit


for itself, its subcontractors, immediate and remote, and all material suppliers, vendors, labourers and
other parties acting through or under it, complete waivers and releases of all claims against
CONTRACTOR and OWNER arising under or by virtue of this Subcontract. Upon request,
SUBCONTRACTOR shall in addition furnish acceptable evidence that all such claims have been
satisfied.

Any amounts otherwise payable under this Subcontract may be withheld, in whole or in part, if:

1. Any claims are filed against SUBCONTRACTOR by CONTRACTOR, OWNER or third


parties (for which CONTRACTOR or OWNER is or may become liable);

2. SUBCONTRACTOR is in material default of any Subcontract condition including, but


not limited to, the schedule, quality assurance and health and safety requirements;

3. SUBCONTRACTOR has not submitted:

a. Schedules as defined in the Special Condition titled "SUBCONTRACT


SCHEDULE,"

b. Proper insurance certificates, or not provided proper coverage or proof


thereof, and

c. Required Performance and Payment Bonds or CONTRACTOR approved


equivalent securities;

d. Plans e.g. HSE, Security, Quality, etc., required prior to start of construction.

e. Any document as is required by the Subcontract

4. Adjustments are due from previous overpayment or audit result; or

Exhibit B – 15 April 2007 Page 19 of 34 Subcontract 25113-000-FC3-NN00-00001


5. Offsets in favor of CONTRACTOR in other transactions are asserted.

CONTRACTOR will pay such withheld payments if SUBCONTRACTOR:

1. Pays, satisfies or discharges any claim of CONTRACTOR, OWNER, or third parties


against SUBCONTRACTOR under or by virtue of this Subcontract; or

2. Cures all defaults in the performance of this Subcontract.

If claims filed against SUBCONTRACTOR connected with performance under this Subcontract, for
which CONTRACTOR may be held liable if unpaid (e.g., unpaid withholding and back taxes), are not
promptly removed by SUBCONTRACTOR after receipt of written notice from CONTRACTOR to do
so, CONTRACTOR may remove such claims and deduct all costs in connection with such removal
from withheld payments or other monies due, or which may become due, to SUBCONTRACTOR. If
the amount of such withheld payment or other monies due SUBCONTRACTOR under this
Subcontract is insufficient to meet such costs, or if any claim against SUBCONTRACTOR is
discharged by CONTRACTOR after final payment is made, SUBCONTRACTOR and its surety or
sureties, if any, shall promptly pay CONTRACTOR all costs incurred thereby regardless of when such
claim arose or whether such claim imposed a lien upon the PROJECT or the real property upon which
the PROJECT is situated.

In the event a lien is filed, SUBCONTRACTOR shall remove the lien, or see that it is removed or shall
furnish a bond for the full amount thereof within seven (7) calendar days of notice by CONTRACTOR
or as otherwise specified by applicable law. Upon SUBCONTRACTOR’s failure to promptly comply
with the foregoing requirements CONTRACTOR may remove such liens. SUBCONTRACTOR shall
reimburse CONTRACTOR for all costs in connection with the removal of such liens and
CONTRACTOR may deduct such costs from payments or other monies due, or which may become
due, to SUBCONTRACTOR.

Upon receipt by SUBCONTRACTOR of CONTRACTOR’s notice of completion of the WORK under


this Subcontract, SUBCONTRACTOR shall prepare, as required above, an estimate of all remaining
WORK satisfactorily completed under this Subcontract. Upon CONTRACTOR’s approval of such
estimate, SUBCONTRACTOR shall prepare and submit its final invoice in accordance with the
approved estimate.

Upon receipt by SUBCONTRACTOR of CONTRACTOR’s written notice of completion of the WORK


under this Subcontract, SUBCONTRACTOR shall prepare a written statement for CONTRACTOR’s
approval of the amount and value of all remaining Payment Milestones or other WORK satisfactorily
completed under this Subcontract. Upon CONTRACTOR’s approval of such statement,
SUBCONTRACTOR shall prepare and submit its final invoice in accordance with the approved
statement.

Unless otherwise specified by applicable law, CONTRACTOR shall, within sixty (60) calendar days
following CONTRACTOR’s written notice of completion and after submittal of such final invoice, pay to
SUBCONTRACTOR the amount then remaining due, provided that, SUBCONTRACTOR shall have
furnished CONTRACTOR and OWNER for itself, its subcontractors, immediate and remote, and all
material suppliers, vendors, laborers and other parties acting through or under it, waivers and releases
of all claims against CONTRACTOR or OWNER arising under or by virtue of this Subcontract, except
such claims, if any, as may with the consent of CONTRACTOR and OWNER be specifically excepted
by SUBCONTRACTOR from the operation of the release in stated amounts to be set forth therein.

CONTRACTOR shall reduce the value of the Retainage to five percent (5%) of the final Subcontract
value until expiration of the warranties provided under the General Condition titled "WARRANTY."
However, upon CONTRACTOR’s written approval all Retainage may be paid and an acceptable
security substituted for this requirement.

No payments of invoices or portions thereof shall at any time constitute approval or acceptance of any
WORK under this Subcontract, nor be considered a waiver by CONTRACTOR or OWNER of any of
the terms of this Subcontract. However, title to all equipment and materials which has vested in
CONTRACTOR or OWNER pursuant to the Special Condition titled "TITLE AND RISK OF LOSS"
shall not be part of SUBCONTRACTOR’s property or estate, unless otherwise specified by applicable
law, in the event SUBCONTRACTOR is adjudged bankrupt or makes a general assignment for the

Exhibit B – 15 April 2007 Page 20 of 34 Subcontract 25113-000-FC3-NN00-00001


benefit of creditors, or if a receiver is appointed on account of SUBCONTRACTOR’s insolvency, or if
all or any portion of this Subcontract is terminated.

SUBCONTRACTOR shall submit all invoices in original and two (2) copies to:

Eastern Bechtel Co. Ltd.


c/o. Bechtel India Private Ltd
249A, Udyog Vihar, Phase IV
Gurguon 122015
Haryana, India

Attention: Baldev Singh - Accounts Payable


Reference: Subcontract No. 25113-000-FC3-NN00-00001

A copy of the invoice to be sent to:

Accounts Payable
OGD III Project
Eastern Bechtel Co. Ltd.
A4 Area Construction Offices
Habshan
Abu Dhabi, UAE

Attention: Jyotirmoy Das Accounting Manager


Reference: Subcontract No. 25113-000-FC3-NN00-00001

Invoices shall be submitted and payment shall be made in the currency of this Subcontract

Each copy of the invoice shall be supported by copies of the full supporting documentation. Failure to
specify the full Subcontract number or to submit full supporting documentation may be cause for
invoice rejection or delay in payment.

Invoices shall be prepared and signed and shall show the following information: -

(a) Subcontract Number 25113-000-FC3-NN00-00001

(b) SUBCONTRACTOR 's full name and address.

(c) SUBCONTRACTOR 's bank, bank addresses and account number.

(e) Description of WORK performed in accordance with Exhibit "C" of this Subcontract.

(f) Unique Invoice Number

ADVANCE PAYMENT GUARANTEE

1. CONTRACTOR shall make an advance payment equal to ten percent (10%) of the
Subcontract Price against the provision by SUBCONTRACTOR of an unconditional and
irrevocable first demand Advance Payment Bank Guarantee in the form acceptable to
CONTRACTOR equal to hundred percent (100%) of the advance payment. The cost of
Advance Payment Guarantee is included in the Subcontract Price. The Advance Payment
Bank Guarantee shall be issued by a prime bank approved by CONTRACTOR and effective
until the full amount of the advance payment is recovered by CONTRACTOR.

2. The advance payment shall be repaid by SUBCONTRACTOR to CONTRACTOR by


deduction from the gross value of each invoice, other than the invoice in respect to advance
payment, of a percentage equal to the percentage of the advance payment in relation to the
Subcontract Price until the whole of advance payment is recovered by CONTRACTOR. If the
Subcontract Price is reduced, the percentage of the amount to be deducted shall be increased

Exhibit B – 15 April 2007 Page 21 of 34 Subcontract 25113-000-FC3-NN00-00001


so that the last amount to be repaid shall be recovered by CONTRACTOR prior to the issue of
the last Provisional Acceptance Certificate.

3. The amount of the Advance Payment Bank Guarantee may be reduced progressively from
time to time on request from SUBCONTRACTOR and subject to CONTRACTOR approval as
and when invoices subject to the aforesaid deductions are paid by CONTRACTOR. The cost
of the Advance Payment Guarantee and any adjustments thereto shall be borne by
SUBCONTRACTOR. Along with its monthly invoice, SUBCONTRACTOR shall present to
CONTRACTOR for its approval and signature a certificate addressed to the bank confirming
reduction in the value of the Advance Payment Bank Guarantee to a stipulated amount tied to
payment of that particular month’s invoice. CONTRACTOR shall execute such certificate at
the time the monthly invoice is paid.

SC-16 PRICING OF ADJUSTMENTS

When costs are a factor in any determination of a Subcontract adjustment pursuant to the General
Conditions titled "CHANGES" or "DISPUTES," SUBCONTRACTOR shall propose upward or
downward price adjustments in one of the following methods as directed by CONTRACTOR:

1. Using unit prices from the Exhibit C Form A2;

2. Estimating new unit prices where appropriate, subject to negotiation;

3. Estimating a lump sum price for the change, subject to negotiation;

4. Using daywork rates from Exhibit C Forms A3 and A4 and material rates from Exhibit
C.

When SUBCONTRACTOR is directed to propose price adjustments pursuant to 2 or 3 above, it shall


provide cost breakdown information for the purpose of and in sufficient detail to permit analysis and
negotiation including but not limited to labor categories, job-hours and rates, equipment and material
quantities, sources and calculations, overhead costs and allocations, profit computations and
reference data upon which estimates are based. If for any reason CONTRACTOR and
SUBCONTRACTOR are unable to agree upon a Subcontract Price adjustment for WORK, WORK
shall be executed on a daywork basis pursuant to 4 above solely when so instructed by CONTRACTOR.
No charges for dayworks will be accepted unless prior written instructions have been given by
CONTRACTOR.

The amount of a price adjustment will be deemed to be full consideration for all overhead, interest and
profit, for all additional costs e.g., supervision and tools, and for all impacts of the change on all
elements of the WORK whether or not changed.

SC-17 QUALITY ASSURANCE PROGRAM

Within thirty (30) calendar days after Subcontract award, SUBCONTRACTOR shall submit a Quality
Management System Documentation for approval by CONTRACTOR, consisting of the following
documents or their CONTRACTOR determined equivalent:

1. Quality Management System Manual setting out SUBCONTRACTOR’s corporate


management system, or a copy of an independently approved ISO 9001:2000 and
ISO 14001 Certificates

2. PROJECT specific Quality Plan applicable to the Scope of Work or Services.

3. Index of relevant PROJECT or Corporate Procedures

4. Draft PROJECT Audit Schedule

Exhibit B – 15 April 2007 Page 22 of 34 Subcontract 25113-000-FC3-NN00-00001


The PROJECT specific Quality Plan shall address all activities and locations relevant to the WORK
and shall demonstrate how all WORK performed by SUBCONTRACTOR will conform to the
Subcontract requirements.

The plan shall define the documented management system responsibilities and activities to be applied
by SUBCONTRACTOR throughout the WORK, in accordance with the requirements of ISO9001/2000
and ISO 14001 making reference to all relevant SUBCONTRACTOR procedures and manuals.

The plan shall address the interfaces between CONTRACTOR, SUBCONTRACTOR, and other
relevant organizational entities. The plan shall include an organization chart showing
SUBCONTRACTOR’s corporate and PROJECT organization responsible for managing, performing
and verifying the WORK. The organization chart shall be supported with a reporting and functional
description of SUBCONTRACTOR’s PROJECT organization and identification of the quality related
responsibilities of key positions. This should include how SUBCONTRACTOR ensures personnel
performing tasks with the potential to cause a significant environmental impact are competent.

The plan shall be updated as necessary throughout the Subcontract, to reflect any changes to
SUBCONTRACTOR’s documented management system.

SUBCONTRACTOR’s documented management system shall provide for the issuance of a “stop
work” order by SUBCONTRACTOR or CONTRACTOR at any time during the WORK, when significant
adverse quality trends and/or deviations from the approved Quality Program are found.

The SUBCONTRACTOR’s documented plan shall identify that all quality documents are approved and
that there are no outstanding corrective actions, technical queries or concessions which are not fully
resolved or closed out.

CONTRACTOR, OWNER and/or their representatives reserve the right to perform Quality
Management System Audits of SUBCONTRACTOR’s approved management system, including lower
tier suppliers and subcontractors at any stage of the WORK.

SC-18 TITLE AND RISK OF LOSS

Title to the WORK, PROJECT DOCUMENTS and to all GOODS and other items supplied or to be
supplied by SUBCONTRACTOR or its subcontractors to CONTRACTOR to be incorporated as a
permanent part of INSTALLATIONS under this Subcontract shall pass to CONTRACTOR on
whichever is earlier of the following dates:

a. when delivered to the JOBSITE;

b. when delivered to the custody of SUBCONTRACTOR or its shipping agent;

c. when SUBCONTRACTOR receives payment from CONTRACTOR for the


WORK, PROJECT DOCUMENTS or GOODS or other items provided by
SUBCONTRACTOR.

Materials or operating equipment of any kind left over or meant to be left over during and after the
completion of the WORK, as well as the construction special tools and erection equipment, temporary
structures, forms supplied and any other incidental items not forming part of the PROJECT, if
furnished by SUBCONTRACTOR or its subcontractors, shall remain the property of
SUBCONTRACTOR or its subcontractors, as the case may be, and shall be removed by
SUBCONTRACTOR prior to or upon the completion of the WORK.

All construction plant, GOODS and other things provided by SUBCONTRACTOR shall when brought
on the JOBSITE be deemed to be exclusively intended for the purpose of the WORK and
SUBCONTRACTOR shall not remove same or any part thereof while required at the JOBSITE.

The title to water, soil, rock, gravel, sand, minerals, timber and any other materials developed or
obtained in the excavation or other operations of SUBCONTRACTOR or any of its subcontractors in
areas in or over or concerning which OWNER has any rights and the right to use said items in
performing WORK or to dispose of same, is hereby expressly reserved by OWNER. Neither

Exhibit B – 15 April 2007 Page 23 of 34 Subcontract 25113-000-FC3-NN00-00001


SUBCONTRACTOR nor any of its subcontractors nor any of their representatives or employees shall
have any right, title or interest in said materials nor shall they assert or make any claim thereof.

SUBCONTRACTOR will, as determined by CONTRACTOR, be permitted to use in the WORK without


charge any such materials which meet the requirements of the Subcontract and which
CONTRACTOR has the right to use or consume.

SC-19 COMPONENT WARRANTIES

In addition to the General Condition titled "WARRANTY" SUBCONTRACTOR shall obtain or provide,
for the benefit of CONTRACTOR and OWNER and their successors in interest, warranties or
guarantees for the equipment, materials and WORK furnished by suppliers and subcontractors of any
tier. Such warranties or guarantees are to run for the period set forth in the applicable
SPECIFICATION of this Subcontract or, when not specified, that period customarily provided by the
supplier. SUBCONTRACTOR shall use its best efforts to enforce such lower-tier warranties or
guarantees on its own behalf or, if requested by CONTRACTOR or OWNER, on behalf of
CONTRACTOR or OWNER. SUBCONTRACTOR shall provide warranty documentation by
completion of the WORK within each SUBCONTRACT MILESTONE as described in Special
Condition titled COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK or as
otherwise required by this Subcontract.

SC-20 GOVERNING LAW

This Subcontract shall be governed by and interpreted under the laws of Abu Dhabi and the federal
laws of the U.A.E.

All WORK performed in Abu Dhabi shall comply with the laws, regulations and orders of the Emirate of
Abu Dhabi and the federal laws of the United Arab Emirates (U.A.E.). Such laws include without
limitation any law (national, state, municipal, local or other), requirement, ordinance, rule, decree,
regulation or order of any governmental authority or agency of Abu Dhabi or the U.A.E. (state, national,
municipal, local or other).

SC-21 MODIFICATIONS TO EXHIBIT “A”

NONE

SC-22 RELEASE OF CONSEQUENTIAL DAMAGES

Neither party shall be liable to the other for consequential damages resulting from or arising out of this
Subcontract, including without limitation, loss of profit, loss of business opportunity, idle facilities or
resources, loss of property or mineral rights, or business interruption however caused.

SC-23 NONDISCLOSURE

SUBCONTRACTOR agrees that for a period of fifteen (15) years following the issue of the FINAL
ACCEPTANCE Certificate by OWNER it shall not, without the prior written consent of CONTRACTOR,
disclose or make available to any third party (other than subcontractors, vendors or licensors) or use,
directly or indirectly, except for the performance of its obligations under the Subcontract, the terms of
the Subcontract, PROJECT DOCUMENTS or any information acquired directly or indirectly from
CONTRACTOR or OWNER in connection with the PROJECT or the Subcontract before or after the
effective date unless:

a. The information was known to SUBCONTRACTOR (as evidenced by its


written records) prior to obtaining the same from CONTRACTOR;

b. The information was in the public domain prior to the time of disclosure to
SUBCONTRACTOR; or

c. The information is disclosed to SUBCONTRACTOR by a third party who did


not receive the same, directly or indirectly, from CONTRACTOR or OWNER

Exhibit B – 15 April 2007 Page 24 of 34 Subcontract 25113-000-FC3-NN00-00001


and who has, to the best of SUBCONTRACTOR’s knowledge, no obligation
of secrecy with respect thereto.

SUBCONTRACTOR shall take all steps, which may be necessary or appropriate including the
obtaining of written confidentiality undertakings or agreements in order that its employees, agents and
representatives adhere to the provisions of this clause. Appropriate clauses to carry out the purpose
and intent hereof shall also be included in all subcontracts.

SC-24 MEASUREMENT SYSTEM

SUBCONTRACTOR shall use the Metric (SI) system of measurement for all designs,
SPECIFICATIONS, drawings, plans and work except as otherwise directed in writing by
CONTRACTOR.

SC-25 LIQUIDATED DAMAGES

The parties hereby agree that the damages which CONTRACTOR will sustain as a result of
SUBCONTRACTOR’s failure to meet key SUBCONTRACT MILESTONES are difficult or impossible
to determine with certainty and, therefore, have in good faith estimated as fair compensation (and not
as a penalty) the liquidated damages as set forth below. If SUBCONTRACTOR fails to deliver the
equipment or materials or perform the services within the time frames specified in the Subcontract for
the SUBCONTRACT MILESTONES listed below, or any extensions evidenced by a Change
Notice/Order or duly executed Subcontract Amendment, the SUBCONTRACTOR shall pay to
CONTRACTOR as fixed, agreed and liquidated damages for each calendar day of delay the sum(s)
specified below, which amounts shall be independently calculated for each SUBCONTRACT
MILESTONE indicated:
No. SUBCONTRACT MILESTONE Daily Liquidated Damage Amount

A schedule of liquidated damages shall be established against key milestones. The maximum
aggregate level of liquidated damages payable by the SUBCONTRACTOR is ten percent (10)%
the Subcontract Price on the Effective Date.

The application of liquidated damages shall not effect a change in the SUBCONTRACT MILESTONES
or relieve SUBCONTRACTOR of its obligation to improve its progress, pursuant to the Special
Condition titled "COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK," to achieve
or mitigate the failure to achieve any SUBCONTRACT MILESTONE.

Payments of liquidated damages shall become due immediately upon failure to achieve a
SUBCONTRACT MILESTONE. CONTRACTOR shall be entitled to withhold from payments due,
offset against other obligations, deduct from Retainage, and draw down on letter(s) of credit or
performance securities any and all liquidated damages due from SUBCONTRACTOR.

If SUBCONTRACTOR’s obligation to pay liquidated damages herein is determined to be


unenforceable (by any tribunal, arbitrator, court or other judicial authority on the basis that such
obligation does not constitute a reasonable pre-estimate of loss), SUBCONTRACTOR shall
nevertheless be liable to pay unliquidated damages in respect of the losses from the breach of this
Subcontract to which losses such liquidated damages would otherwise relate.

The maximum aggregate level of liquidated damages payable by the SUBCONTRACTOR is ten
percent (10%) of the Subcontract Price on the Subcontract effective date denoted in the Subcontract
Form of Agreement

Nothing in this clause shall operate to restrict any other rights and remedies available to
CONTRACTOR or OWNER at law or under this Subcontract.

SC-26 KEY PERSONNEL

SUBCONTRACTOR shall not reassign or remove the key personnel listed below without the prior
written authorization of CONTRACTOR.

Exhibit B – 15 April 2007 Page 25 of 34 Subcontract 25113-000-FC3-NN00-00001


Name Title/Position

_______________________________ _______________________________

_______________________________ _______________________________

CONTRACTOR’s organization charts together with deployment schedule and key personnel shall be
subject to prior approval of CONTRACTOR.

SC-27 LANGUAGE REQUIREMENTS

SUBCONTRACTOR shall prepare all PROJECT DOCUMENTS and drawings, and the Parties shall
conduct all communications in connection with the WORK, in the English language. Any
documentation received by CONTRACTOR in any other language will not be accepted and must be
resubmitted in English unless it is an official certificate in which case it must be accompanied by an
"approved" legal English translation. Any impact on cost or schedule relating to this requirement will be
SUBCONTRACTOR’s sole responsibility.

SC-28 DRUGS, ALCOHOL AND WEAPONS

SUBCONTRACTOR’s personnel shall not bring onto the JOBSITE, or any other location where the
provisions of this Subcontract apply:

1. Any firearm of whatsoever nature, knife with a blade exceeding four (4) inches (100
millimeters) in length or any other object which in the sole judgment of
CONTRACTOR is determined to be a potential weapon.

2. Alcoholic beverages of any nature.

3. Illegal or CONTRACTOR or OWNER prohibited non-prescription drugs of any nature


without exception.

SUBCONTRACTOR shall abide by and enforce the requirements of this clause to include the
immediate removal from the WORK under this Subcontract of any employee who has violated the
requirements of this clause or who CONTRACTOR, in its sole judgment, determines has violated the
requirements of this clause.

SC-29 RIGHT TO WORK TOOLS AND WORK PRODUCT

All drawings, reports, microfilms, software, results, studies, calculations, data and any other
documents or information including as-built drawings, operating and maintenance manuals in respect
of the SYSTEMS, PLANT, INSTALLATIONS or PROJECT produced or prepared by or for
SUBCONTRACTOR or its subcontractors in physical or electronic form for and in the course of or as a
result of performance of WORK shall be the property of CONTRACTOR and OWNER and for the
avoidance of doubt CONTRACTOR and OWNER may use and disclose the same freely without
reference to or consent of SUBCONTRACTOR or its subcontractors.

Subject to the provisions of the Special Condition “NONDISCLOSURE”, SUBCONTRACTOR is


hereby granted a non-terminable, non-exclusive, royalty-free licence to copy and use the drawings,
reports, microfilms, software, results, studies, calculations, data and any other documents or
information including as-built drawings, operating and maintenance manuals referred to in above in
connection with SUBCONTRACTOR’s performance of the WORK under this Subcontract.

SC-30 IMPORTATION OF EQUIPMENT, MATERIALS AND SERVICES

SUBCONTRACTOR shall import into Abu Dhabi all equipment, materials and services not locally
available and required for the performance of the WORK, subject to all provisions which grant
CONTRACTOR, OWNER or SUBCONTRACTOR an exemption from or reduction of any customs
duties, import and export taxes, or other charges (Exemption). SUBCONTRACTOR shall not perform
or omit any act which results in prejudice to such Exemption.

Exhibit B – 15 April 2007 Page 26 of 34 Subcontract 25113-000-FC3-NN00-00001


SUBCONTRACTOR shall be responsible for all clearances, fees, charges and requirements of
whatsoever nature for the importation of such equipment, materials and services including all port
dues, landing pilotage, lighterage and all other dues and charges whatsoever relating to the
importation of equipment, materials and services.

In executing its obligations under the Subcontract, SUBCONTRACTOR shall use the ports in the
Emirate of Abu Dhabi, in particular Mina Zayed in Abu Dhabi City and Abu Dhabi International Airport,
for the import of all GOODS, materials, equipment, machines, accessories, spare parts and tools as
well as construction special tools and erection equipment and any other incidental items to be
delivered to the JOBSITE. OWNER or CONTRACTOR shall not be responsible for payment of
customs duty, if any, in the event import of GOODS is made through a port other than a port in the
Emirate of Abu Dhabi. SUBCONTRACTOR shall use the local means of transport available in the
Emirate of Abu Dhabi.

If the Exemption accrues directly to CONTRACTOR or OWNER as a rebate of SUBCONTRACTOR’s


payment, CONTRACTOR shall reimburse SUBCONTRACTOR for the documented cost of any such
exemption paid by SUBCONTRACTOR to a duly authorized governmental agency having jurisdiction
over the equipment, materials or services, to the extent CONTRACTOR or OWNER receives such
rebate.

If the Exemption includes the obligation to re-export, SUBCONTRACTOR shall diligently comply with
such obligation.

SUBCONTRACTOR shall provide only equipment and materials for which channels of supply and
supplier representatives have been established in or are readily available within Abu Dhabi and upon
which no undue restrictions of any nature exist for service, repair, or replacement (e.g., product line
discontinued or excessive import/export clearances).

If SUBCONTRACTOR’s action or failure to act results in the loss of the full benefits of any available
Exemption or otherwise prejudices CONTRACTOR, OWNER or any third party, SUBCONTRACTOR
shall reimburse CONTRACTOR for the loss.

OWNER, at its own discretion, reserves the right to make the final, unilateral and specific selection of
any proposed carriers, insurers, suppliers of services to be performed within the U.A.E. or of specific
products or components to be furnished.

SC-31 PROVISION OF DOCUMENTS

SUBCONTRACTOR shall provide and shall ensure that its subcontractors, vendors and licensors
provide electronic and hard copies of all PROJECT DOCUMENTS for CONTRACTOR’s permanent
files in accordance with the type, status and time requirements defined within the documents making
up this Subcontract.

SC-32 CONTRACTOR REVIEW OF DOCUMENTS

Except where a longer period may be provided elsewhere in the Subcontract all documents submitted
by SUBCONTRACTOR to CONTRACTOR for its review/approval, CONTRACTOR shall respond
within ten (10) working days of receipt unless a longer period is specified in the Exhibits, provided that
the said documents are complete in every respect and have been subject to SUBCONTRACTOR’s
internal review and check process.

If any document is commented upon or rejected by CONTRACTOR, CONTRACTOR will provide a


written explanation of the reasons, whereupon SUBCONTRACTOR shall re-submit such document
within five (5) working days of receipt with such modifications as may be necessary to reflect
CONTRACTOR’s requirements.

Except where a longer period may be provided elsewhere in the Subcontract any document
resubmitted shall be reviewed/approved by CONTRACTOR within ten (10) working days of receipt,
provided all of CONTRACTOR’s comments have been incorporated by SUBCONTRACTOR in the
revised document to CONTRACTOR’s satisfaction.

Exhibit B – 15 April 2007 Page 27 of 34 Subcontract 25113-000-FC3-NN00-00001


Except where a longer period may be provided elsewhere in the Subcontract, SUBCONTRATOR shall
allow fifteen (15) working days for the review/approval of any documents submitted by
SUBCONTRACTOR to CONTRACTOR for onward review/approval by OWNER, that require the
approval of OWNER. If any document is commented upon or rejected by OWNER any document
resubmitted shall require the same fifteen (15) working days for the review/approval.

Any review/approval periods between CONTRACTOR and OWNER as provided in the Prime Contract
Exhibits as may be included within this Subcontract, shall apply mutatis mutandis, but shall be
extended by five (5) working days to allow for CONTRACTOR to process the document between
OWNER and SUBCONTRACTOR and five (5) working days to allow for CONTRACTOR to process
the document between SUBCONTRACTOR and OWNER.

CONTRACTOR Procedure 25113-000-G24-000-00001 titled Document Classification Schedule


identifies by type SUBCONTRACTOR documents which require CONTRACTOR or CONTRACTOR
and OWNER approval.

SC-33 LABOUR

SUBCONTRACTOR shall be solely responsible for and assumes all risk associated with supplying all
labour required to perform all WORK under this Subcontract in accordance with the terms of the
Subcontract. SUBCONTRACTOR shall arrange for mobilization/demobilization of its personnel
including visas, licenses, residence permits, work permits and applicable security passes for entry and
egress of personnel in accordance with PROJECT requirements.

SUBCONTRACTOR shall be responsible for and provide at its sole cost and expense all messing,
housing, working and living conditions of labour and all necessary accommodation and other facilities
for its personnel as required for the performance of WORK.

SUBCONTRACTOR shall also be responsible for and provide at its sole cost and expense for all
transportation for its personnel between their points of origin and the Emirate of Abu Dhabi, if
applicable, and all transportation as may be required for performance of the WORK in and around the
JOBSITE and to and from Abu Dhabi City as applicable.

SUBCONTRACTOR shall at all times during the Subcontract conform in all respects with and carry out
all obligations imposed on it by the provisions and requirements of any applicable law in the country
where any part of WORK is performed or regulation issued including without limitation all the Emirate
of Abu Dhabi and U.A.E. laws, regulations and requirements, including any labour laws and
requirements to employ an Emirate of Abu Dhabi agent or to enter into association with an Emirate of
Abu Dhabi partner.

SUBCONTRACTOR shall only employ in the Emirate of Abu Dhabi such persons who are nationals of
U.A.E. or who are in possession of valid "No Objection Certificate(s)" entitling them to work in the
U.A.E. for SUBCONTRACTOR. CONTRACTOR will assist SUBCONTRACTOR in obtaining "No
Objection Certificate(s)" by suitable letter of recommendation. SUBCONTRACTOR shall submit this
letter to the Department of Labour in order to receive such certificate(s). CONTRACTOR accepts no
responsibility for obtaining "No Objection Certificate(s)" for SUBCONTRACTOR’s personnel.

CONTRACTOR shall be at liberty to object to and require SUBCONTRACTOR to remove forthwith


any person employed by SUBCONTRACTOR in or about the execution of WORK, who in the opinion
of CONTRACTOR has committed misconduct or whose employment is otherwise considered
detrimental to the best interests of the PROJECT

Such person shall not be re-employed on WORK without the written permission of CONTRACTOR.
SUBCONTRACTOR shall, at its own cost, use its best endeavours to immediately replace such
person with a competent substitute.

SUBCONTRACTOR shall, in its dealings with labour for the time such labour is employed on or in
connection with the WORK, have due regard to all recognised festivals and religious days and other
customs. SUBCONTRACTOR shall also observe all relevant local customs.

Exhibit B – 15 April 2007 Page 28 of 34 Subcontract 25113-000-FC3-NN00-00001


SUBCONTRACTOR shall not, other than in accordance with statutes, ordinances and government
regulations or orders, import, sell, give, barter or otherwise dispose of any alcoholic liquor, or permit or
offer any such importation, sale, gift, barter, or disposal by its subcontractors, agents or employees.

SUBCONTRACTOR shall not give, barter or otherwise dispose of to any person or persons, any arms
or ammunition of any kind or permit or offer the same.

In the event of an outbreak of illness of an epidemic nature, SUBCONTRACTOR shall comply with
and carry out such regulations, orders and requirements as may be made by the government or the
local medical or sanitary authorities for the purpose of dealing with and overcoming the same.

All SUBCONTRACTOR’s personnel visiting or working in the Emirate of Abu Dhabi or in the U.A.E.
must be in possession of valid inoculation certificates as required from time to time.

Upon the outbreak of any strike involving any of SUBCONTRACTOR’s or its subcontractors’
employees and/or agents engaged in the WORK, SUBCONTRACTOR shall forthwith give details
thereof to CONTRACTOR.

SUBCONTRACTOR shall, without delay, inform CONTRACTOR of any accident at or around the
JOBSITE or in connection with the execution of the WORK or any injury, loss or damage to any
personnel and/or any property and report such occurrences to the competent authority whenever such
a report is required by law.

SUBCONTRACTOR shall be responsible for and to ensure the observance of all provisions of this
Special Condition by its subcontractors employed in the execution of the Subcontract.

If CONTRACTOR so demands in writing, SUBCONTRACTOR shall promptly remove from the


PROJECT, at SUBCONTRACTOR’s own cost, any of its employees or employees of its lower tier
subcontractors who, in CONTRACTOR’s sole and absolute discretion, are not co-operative, are
careless or are not qualified to perform the WORK assigned to them, or for any other reasonable
cause.

SC-34 NOT USED

SC-35 CONFLICT OF INTEREST

SUBCONTRACTOR shall conduct its operations in a lawful manner consistent with the highest ethical
standards of the business community.

Each Party shall use all efforts to prevent a conflict of interest situation from arising. Such efforts shall
include, but not be limited to, establishing precautions to prevent its employees, agents, or
representatives from making, receiving, providing or offering gifts, entertainment, payments, loans or
other considerations for the purpose of influencing individuals to act contrary to the best interest of the
other Party.

SUBCONTRACTOR shall promptly notify CONTRACTOR of the identity of any employee, agent, or
representative of CONTRACTOR or OWNER who has at any time either before, during or after
performance of the WORK acquired any financial interest in SUBCONTRACTOR’s business or
received any financial benefit, directly or indirectly, from or through SUBCONTRACTOR.

Neither SUBCONTRACTOR nor SUBCONTRACTOR’s employees, or agents, or lower tier


subcontractors, or their employees or agents, shall make any payment or give anything of value
directly or indirectly to any official of any government or public international organization or political
party, including any officer or employee of, or any person acting on behalf of any government
department, agency, instrumentality or political party or any candidate for political office to influence
his or its decision, or to gain any other advantage for CONTRACTOR, SUBCONTRACTOR or any
lower tier subcontractor in connection with the WORK. SUBCONTRACTOR shall immediately notify
CONTRACTOR of any violation of this Special Condition and shall immediately reimburse

Exhibit B – 15 April 2007 Page 29 of 34 Subcontract 25113-000-FC3-NN00-00001


CONTRACTOR out of any and all monies paid by CONTRACTOR to SUBCONTRACTOR, an amount
equal to the amount of the payment or the value of the gift to a governmental official which gives rises
to such violation. SUBCONTRACTOR shall defend and indemnify CONTRACTOR from and against
all losses and expenses arising out of such violation. In the event of any violation of this Special
Condition, CONTRACTOR may, at its sole option, terminate this Subcontract at any time and,
notwithstanding any other provision of this Subcontract, pay no compensation or reimbursement to
SUBCONTRACTOR whatsoever for any WORK performed after the date of violation.

SC-36 ARBITRATION

Any dispute, claim or difference arising out of or related to the Subcontract or any breach thereof shall
first be resolved amicably between the Parties but if such resolution fails, such dispute, claim or
difference shall be referred to and finally settled by arbitration in Abu Dhabi City under the Rules of
Arbitration of the International Chamber of Commerce (ICC) by three arbitrators appointed in
accordance with said Rules.

SUBCONTRACTOR shall not at any time suspend performance of the WORK or any of its obligations
under the Subcontract pending resolution or settlement of a dispute and shall proceed with all due
diligence with the WORK and its other obligations in full compliance with the Subcontract.

The arbitration proceedings and all papers in connection therewith shall be in the English language.
The arbitrators’ decision shall be final and binding on the Parties and the award may be enforced by
any court of competent jurisdiction.

SC-37 HAZARDOUS SUBSTANCE HANDLING

In the event that SUBCONTRACTOR encounters any pre-existing hazardous waste,


SUBCONTRACTOR shall immediately contact CONTRACTOR.

SUBCONTRACTOR shall be responsible for the proper containerization, labeling, manifesting,


storage transport and disposal of hazardous waste in a timely manner and in accordance with Abu
Dhabi law and the federal laws of the U.A.E. SUBCONTRACTOR shall also be responsible for
ensuring that all waste profile work and land ban disposal notifications required at recycling, treatment,
storage and/or disposal facilities have been properly completed in a timely manner and in accordance
with Abu Dhabi law and the federal laws of the U.A.E.

All SUBCONTRACTOR equipment, debris and used or surplus materials must be fully
decontaminated in accordance with Abu Dhabi law and the federal laws of the U.A.E prior to removal
from designated work areas. SUBCONTRACTOR shall submit decontamination and contaminated
material control procedures for CONTRACTOR review and acceptance. SUBCONTRACTOR shall
obtain CONTRACTOR’s authorization to remove any such equipment, debris and used or surplus
materials from the JOBSITE.

SC-38 DEFICIENT WORKS

(i) If, from commencement of the WORK up until expiry of the Warranty Period, any part of the
WORK performed by SUBCONTRACTOR or its lower tier subcontractor’s is found to be
defective, deficient or in any respect does not conform to SPECIFICATIONS for any reasons,
including but not limited to, SUBCONTRACTOR’s failure
to :-

- execute the WORK in a good and workmanlike manner with diligence and dispatch, or

- correct or cause to be corrected any defect in the WORK, or

Exhibit B – 15 April 2007 Page 30 of 34 Subcontract 25113-000-FC3-NN00-00001


- comply with any other provisions of the Subcontract, or

- deliver the GOODS in conformity with the Subcontract,

then without detracting from any other rights of CONTRACTOR under this Subcontract or at
law, CONTRACTOR shall have the power to require SUBCONTRACTOR, and
SUBCONTRACTOR shall, upon receipt of written notice from CONTRACTOR and at the
expense and for the account of SUBCONTRACTOR

- re-perform, remedy or cause to be remedied such deficient part of the WORK,

- remove from JOBSITE any GOODS which, in the opinion of CONTRACTOR, are not
in accordance with the Subcontract,

- substitute proper and suitable GOODS,

- remove and properly re-execute (notwithstanding any previous test thereof or interim
payment therefore) any WORK which is not in accordance with the Subcontract,
whether in respect of GOODS or workmanship or otherwise.

(ii) Immediately after the replacement of defective GOODS or WORK, SUBCONTRACTOR shall
remove said defective GOODS or WORK from JOBSITE without cost to CONTRACTOR.

(iii) All replacements and/or repairs and/or alterations shall be made by SUBCONTRACTOR at
such times and in such a manner that they shall cause the minimum of interruption in the
operation of the PLANT or SYSTEMS or use of INSTALLATIONS by OWNER and/or
CONTRACTOR or progressing the PROJECT by CONTRACTOR. CONTRACTOR and
SUBCONTRACTOR shall agree on the schedule for such work, which shall be undertaken
without additional cost to CONTRACTOR, save where the additional work is not the result of a
failure by SUBCONTRACTOR to conform with this Subcontract and CONTRACTOR has
accordingly authorised a Change Notice for the performance of such remedial work.

SC-39 GOODS AND SERVICES

In procuring GOODS and services, SUBCONTRACTOR shall give preference to Abu Dhabi
subcontractors and VENDORS and to such GOODS and services as are available in the local market
of a suitable type and quality and provided that their prices are competitive or equal to others.

All lubricants shall be procured from ADNOC Distribution, if available, except where they contradict or
conflict with SPECIFICATIONS or manufacturer’s recommendations.

Exhibit B – 15 April 2007 Page 31 of 34 Subcontract 25113-000-FC3-NN00-00001


EXHIBIT B

APPENDIX B-1

DEDUCTABLES TO OWNER FURNISHED INSURANCE

DEDUCTIBLE APPLICABLE

UNDER COMBINED CONSTRUCTION, THIRD PARTY


LIABILITY & TRANSIT INSURANCE

A. Section 1 & 2 (Construction & Third Party Liability)

1. US. $250,000 : Testing and Commissioning/ Act of God/ Offshore


(submarine Pipeline/ Underwater Works only).

2. US. $150,000 : Physical loss or damage arising out of faulty design,


workmanship or material.

3. US. $150,000 : Warranty works carried out during the maintenance period.

4. US. $ 50,000 : Legal Third Party Property Damage

5. US. $ 50,000 : Damage to Underground Services lines etc.

6. US. $150,000 : All Other Losses

B. Section 3 – (Transit)

1. Marine i.Shipped as cargo upto final US$.5,000/- each and


destination every loss
ii.Pipeline/pipes (excluding associated US$.25,000/-each and
equipments) upto final destination. every loss.

2. Air Despatched as cargo or otherwise US$.5,000/-each and


upto final destination every loss.

3. Land Despatched as cargo or otherwise US$.5,000/-each and


upto final destination every loss.

4. Marine/Air/ Long Lead Items of Equipment Land US$.25,000/-each and


Transits every loss.

5. Tow Shipment Despatched as Cargo Us$.25,000/- in the


aggregate per tow.

Exhibit B – 15 April 2007 Page 32 of 34 Subcontract 25113-000-FC3-NN00-00001


EXHIBIT B

APPENDIX B-2

FORM OF PERFORMANCE BANK GUARANTEE

[TO BE EXECUTED BY AN INTERNATIONAL BANK ACCEPTABLE TO EBCL]

Eastern Bechtel Co. Ltd. (EBCL)


c\o Bechtel Limited
P O Box 739
245 Hammersmith Road
London W6 8DP

Dear Sirs,

Subject: Subcontract No. 25113-000-FC3-NN00-00001


OGD-III – Onshore Gas Development Phase IIII Project
Description of Subcontract: Insulation Works
Effective Date of Guarantee:_____________________

In consideration of you, Eastern Bechtel Co. Ltd (hereinafter referred to as CONTRACTOR), having
entered into the above subcontract (hereinafter referred to as AGREEMENT)
with_________________________________ (hereinafter referred to as SUBCONTRACTOR),
we________________________(hereinafter referred to as BANK) hereby irrevocably and
unconditionally guarantee to CONTRACTOR subject only to the monetary limitation hereinafter
specified, that SUBCONTRACTOR shall well and truly perform and fulfil all the undertakings,
covenants, terms and conditions of the AGREEMENT, and that SUBCONTRACTOR shall well and
truly perform and fulfil all changes, modifications, additions or amendments to the AGREEMENT that
may hereafter be made, and that SUBCONTRACTOR shall also indemnify, defend and hold harmless
CONTRACTOR from all costs, liability and damage which CONTRACTOR may suffer by reason of
SUBCONTRACTOR's failure so to do.

In the event that CONTRACTOR, in its absolute discretion, gives notice to us at any time of the failure
of SUBCONTRACTOR to perform or fulfil any of the acts or obligations set forth in the preceding
paragraph, we hereby unconditionally and irrevocably undertake, without any right of set off or counter
claim whether on our behalf or on behalf of SUBCONTRACTOR, to pay to CONTRACTOR the sum of
(words)_____________________United States Dollars (US$ (figures) ) only, being
an amount equal to ten percent (10%) of the price recorded in the AGREEMENT. Such written notice
of CONTRACTOR shall be conclusively binding on us for all purposes under this Performance
Guarantee.

We further agree that any change, modification, addition or amendment which may be made to the
terms and conditions of the AGREEMENT, or to the works to be performed thereunder, or to the
payments to be made on account thereof, or any extension of the time of performance of the works or
any composition, settlement, promise not to sue or other forbearance of the part of either
CONTRACTOR or SUBCONTRACTOR to the other, shall not in any way release us from our
continuing liability hereunder, and we hereby expressly waive our right to consent to or receive notice
of any such change, modification, addition, amendment, extension, composition, settlement, promise
or forbearance.

Exhibit B – 15 April 2007 Page 33 of 34 Subcontract 25113-000-FC3-NN00-00001


This undertaking is issued subject to The International Standby Practices ISP98 (“ISP98”) and as to
matters not covered by ISP98 shall be governed by and interpreted under the laws England and Wales
and the Courts of England shall have exclusive jurisdiction over any action related to the validity or
enforceability of this Performance Bank Guarantee. This Performance Bank Guarantee shall remain
valid through December 31, 2008 provided that it shall be automatically renewed every year for an
additional year until such time as the applicable warranty period, including any extensions thereof as
set forth in the AGREEMENT documents, has expired. Any failure by SUBCONTRACTOR to renew
or extend this Performance Bank Guarantee forty-five (45) days prior to its scheduled expiration shall
constitute grounds for CONTRACTOR to immediately draw down the full value of this Performance
Guarantee. This Performance Guarantee shall be returned to us thirty (30) days after the expiry of the
warranty period.

Yours Faithfully,

(Name of Bank and Signature of Authorizing Bank Officer)

SEAL

Exhibit B – 15 April 2007 Page 34 of 34 Subcontract 25113-000-FC3-NN00-00001

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