017, Ons-epc-hhi-pro-0017 (procurement Procedure).pdf

Revise & resubmit. John Munday 3/13/2006

EGP3A Onshore Project

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Revise to relfect new Nigerian government requirement for destination inspection

Revise to reflect the new Nigerian government requirement for destination inspection

Revise to reflect new Nigerian goverment requirment for destination inspection

insurance is based on 110% of the CFR value for project materials only.

Costs incurred for handling charges after customs clearance formalities have been completed shall be for HHI's account.

HHI is not authorized to deviate from the ASL for any commodities. Delete blue shaded sentence.

Add process flows for spare parts purchasing as a separate flow chart.

EXHIBIT 04-1 ATTACHMENT 1 LIST OF MAJOR ITEMS Category

COMPANY Review Prior to P.O.

Sub Category

MECHANICAL EQUIPMENT COMPRESSORS

b

Centrifugal Gas Compressor API 617(Sales Gas Compressor)

COMPRESSORS

b

Gas Turbine(Sales Gas Compresor Turbine)

COMPRESSORS

b

Instrument Air Compressor Packager

COMPRESSORS

b

Lubricated Rotary Screw(Instrument Air Compressor)

GENERATORS

b

Generator

GENERATORS

b

Gas Turbine

EXPANDER / RECOMPRESSOR

b

GLYCOL REGENERATION SYSTEM

b

CENTRIFUGAL API-610 PUMPS

b

PUMPS

b

Utility (ANSI)

PUMPS

b

High Speed Centrifugal Recriprocating Plunger API-674(LPG Injection)

PUMPS

b

FIREWATER DELUGE PACKAGE

b

NITROGEN GENERATOR

b

API SEPARATORS

b b

Multi Point & totally enclosed Ground Flares

b

Molecular Sieve

ANALYTIC INSTRUMENTS

b

PROCESS CHROMATOGRAPHS

ANALYTICAL INSTRUMENT INTEGRATORS

b

FLARE

PROCESS CATALYST

INSTRUMENTATION

Misc In-Line ANALYZERS

b

DENSITOMETERS

Misc In-Line ANALYZERS

b

MOISTURE

RELIEF DEVICES/ VALVES

b

Rupture Pin Valves

SAFETY INSTRUMENTED SYSTEM

b

SAFETY INSTRUMENTED SYSTEM

FIRE & GAS DETECTION SYSTEM

b

FIRE & GAS DETECTION SYSTEM

CONTROL SYSTEM INTEGRATORS

b

DCS / SIS / FGDS / Condition monitoring systems

BATTERY BANKS

b

Valve Regulated Lead Acid

BATTERY CHARGERS (12 & 24 V-DC)

b

ELECTRICAL

MOTORS

b

Induction Motors < 250 hp

MOTORS

b

Induction Motors 250HP --500HP

MOTORS

b

Induction Motors >500HP

MOTOR CONTROL CENTERS

b

Up to 600V and above 600V

POWER HOUSE / SUBSTATION

b

Power House

SWITCHGEAR

b

480V, 5kV&15kV, Outdoor (5kV & 15kV)

TRANSFORMERS

b

Dry Type & Oil Filled

UNINTERRUPTABLE POWER SUPPLY

b

POWER MANAGEMENT SYSTEM

b

SAFETY EQUIPMENT SAFETY EQUIPMENT

b

FIRE EXTINGUISHERS

b

FIRE HOSE REELS, NOZZLES, & MONITORS

b

FIXED FOAM BLADDER TANK

MISC EQUIPMENT &SERVICES VARIOUS OILS & LUBRICANTS

b

OPERATIONS ASSURANCE LABELS / LABELING

b

OPERATIONS, MAINTENANCE, TRAINING & MANUALS

b

Note1: DCS Priced Proposal as per Project Specificaiton shall be submitted to Chevron

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf Exhibit 04 Flow Chart for Procurement Cycle(Rev.050701).xls

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EXHIBIT 04-2 FLOW CHART FOR PROCUREMENT CYCLE OF OTHER TAGGED ITEMS - Preliminary EGP3 PROJECT HHI Engineering Discipline

HHI PROCUREMENT

COMPANY

Foster Wheeler/HEC Prepare Specifications and Data Sheet

IFD

Review

Remark

*.Item list in this Category shall be all tagged items but excl. major items

FW: IFP in case of uncertainty item

Joint Review between CNL & HHI

Prepare Material Requisition (MR) by Contract Specifications

Compile a complete RFQ Package and Prepare Bidder List

COMPANY Review and Approval on RFQ and Bidder List

Commercial Comments Incorporate Comments to MR

Technical Comments

Review COMPANY Comments No Comment Issue RFQ to Bidder

Discuss Deviation and Exception to Tech. Specifications

Technical Bid Doc.

Technical Bid Evaluation (TBE)

Receive Bids and Close Bids

Joint Meeting for Exceptions between CNL & HHI

Commercial Bid Evaluation (CBE)

Joint Clarification Meeting among CNL, HHI & Bidder

Vendor Selection (Prepare TBE, CBE and Award Recommendation)

COMPANY Review and Approval of Bid Award Recommendation including TBE & CBE

Incorporate COMPANY comments and prepare Purchasing Requisition (PR) with IFP Spec, Approved Deviations, Final Vendor Proposal

Joint Review Meeting among CNL, HHI and Selected Vendor

Prepare Purchase Order

Incorporate COMPANYcomments into PO , issue PO and Receive signed PO

Receive Vendor Data, Drawing and etc.

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf Exhibit 04 Flow Chart for Procurement Cycle.xls

Unpriced Copy of PO

COMPANY Review and Approval Copy of Purchase Order

for Company Information

Page 45 of 131 2006-01-24

EXHIBIT 4-3: FLOW CHART FOR PROCUREMENT CYCLE OF NON-TAGGED ITEMS INCLUDING PIPING & E&I BULK MATERIALS - Preliminary EGP3 PROJECT HHI Engineering Discipline

HHI PROCUREMENT

COMPANY

Prepare Purchasse Requisition (PR)

Compile a complete Inquiry Package and Prepare Bidder List

COMPANY Review and Approval on Purchasing Requisition

Remark AA. Items in this Categories shall be all non-tagged items including; 1) Piling Pipe, Steel Structural etc.

Incorporating Comments into PR

2) Piping & E&I bulk shall include ; (1) Piping - Pipes/fittings/flanges - Boltings/gaskets - Manual valves - Pipe supports - Platfroms,steps handrail,ladder miscellaneous steel structures - Insualtion materials - Other items of similar nature

Issue Inquiry Package to Bidders

Technical Bid Doc. Technical Bid Evaluation (TBE)

Receive and Close Bids

Discuss Deviation and Exception to Tech. Specifications

Commercial Bid Evaluation (CBE)

(2) E&I - Cable and wire - Cable tray - Lighting fixture and pole - Local control station - Cable gland - Receptacle - Earthing material - Junction Box - Hook-up material - Other items of similar nature

Select Vendor BB. Approval of PR PR shall be approved by one time at the first issue for the item/material.

Prepare Purchase Order CC. Unpriced Copy to Company Unpriced Copy shall be submitted to Company at the first issue for the item/material.

Issue PO and received Signed PO

for Company Information

Receive Technical Specifications and others

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

Page 46 of 131

Exhibit 04 Flow Chart for Procurement Cycle.xls 2006-01-24

EXHIBIT 05

FAST-TRACK COMMITMENT REQUEST

RFQ/PURCHASE ORDER NUMBER

SUPPLIER

DATE

DESCRIPTION OF EQUIPMENT

TAG NUMBERS

PROPOSED COMMITMENT

HI’S SIMULTANEOUS REVIEWS OF RFQ’S AND ISSUANCE RFQ’S TO VENDORS PRIOR TO COMPANY APPROVAL

LOI AND “RELEASE TO MANUFACTURE” TO VENDORS PRIOR TO COMPANY APPROVAL ON PO PACKAGE

REASON FOR REVISION(S)

HHI APPROVALS HHI PROCUREMENT MANAGER

DATE

HHI LEAD ENGINEER

DATE

HEC OR FW ENGINEER

DATE

HHI PROJECT MANAGER

DATE

HEC OR FW ENGINEERING MGR

DATE

DATE

DATE

DATE

DATE

CNL APPROVAL

SIGNATURE

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

Exhibit 05 Fast-Track Commitment Request

DATE

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INDUSTRIAL PLANT & ENGINEERING DIVISION

EXHIBIT 06

HEAD OFFICE: 1 CHEONHA-DONG, DONG-KU, ULSAN 682-792 KOREA TEL: +82-52-230-2501 FAX. +82-52-230-3471

Supplier(s) Invited to Bid Date: Item Description: RFQ Number: JQ-EGPRequisition Number: ONS-HHI-GP-REQBid Issue Date: Bid Closing Date: Required FOB:

Supplier List 1) 2) 3) 4)

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf Exhibit 06 Supplier(s) Invited to Bid.doc

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EXHIBIT 07 INDUSTRIAL PLANT AND ENGINEERING DIVISION

1 CHEONHA-DONG, DONG-KU ULSAN, KOREA TEL: +82-52-230-2501

REQUEST FOR QUOTATION To:

Bidder’s Name & Address

Attn: Phone Fax: e-mail:

RFQ No: Date Issued: Closing Date: Required FOB: Buyer: Phone: Fax: e-mail:

JQ-EGP-xxxx

Subject : [EGP3] Request for Quotation/Equipment Name

Dear Sir or Ma’am, We, Hyundai Heavy Industries Co., Ltd. has been awarded a contract by the Chevron Nigeria Limited for the Engineering, Procurement, Construction and Commissioning for the FACILITIES referred to as the Escravos Gas Project Phase 3 (EGP3) which will result in an expanded Escravos Gas Plant and an expanded Escravos FSO all located at Escravos, Delta State, Nigeria. Without any engagement of expense on our part, you are hereby invited to submit a firm bid for the design, manufacture, testing, inspection and the supply of Goods described in this RFQ Package on or before the Bid Closing Date as shown above. Four (4) copies of the bid including One (1) Priced and Three (3) un-priced copies with each complete set with all attachments and all supplementary correspondence, are required for proper consideration of your bid. You are kindly requested to address your bid acknowledgement form shown in Appendix 1 of the Instructions to Bidders to the undersigned by fax within three (3) days after receipt of this Inquiry package. HHI requires delivery to FOB port of export not later than MMMM DD. YYYY. If however, this delivery date is not realistic, we request that Bidder submit an alternative delivery date and schedule based on standard delivery lead-times. THIS IS A REQUEST FOR QUOTATION ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf Exhibit 07 Request for Quotation (Cover Letter).doc

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The Instruction to Bidder included herein is to be followed in preparing your quotation. Failure to comply with Instruction to bidders may lead to disqualification of your tender, you are therefore requested to review them carefully and submit your best quotation. The Buyer’s Terms and Conditions of Purchase Order included as an attachment 2 hereto will apply to any purchase order that may result from your bid. All prices shall be fixed and firm based on FOB Port of final Exit, not subject to escalation or currency fluctuation of any kind but shall be inclusive of all taxes, fees etc. other than VAT levied in the country of manufacture/supply. Quotations shall be valid for 120 days after the closing date of this Request for Quotation and The Validity should be clearly stated in Bidder’s Quotation. All prices shall be quoted in U. S. Dollar. Any exclusion, deviation, clarification or alternative to the attached specification and general commercial conditions shall be clearly stated. Unless otherwise stated, it shall be considered that the Vendor is in full compliance with all requirements. You are kindly requested to review and check attached Instructions to Bidder (Attachment 1) very carefully to submit your proper and best quotation by bid closing date shown in this RFQ. Following attachments are the documents consisting of this RFQ package. Attachment 1: Instruction to Bidder Appendix 1: Form of Bid Acknowledgement. (To be sent to Buyer within 3 days) Appendix 2: Bid Summary Sheet Appendix 3: Form of Vendor Exceptions Attachment 2: Terms and Conditions Annex 1: Shipping Instruction Annex 2: Supplementary Contract for Technical services Attachment 3: Technical Specification (Material Requisition) Best Regards,

THIS IS A REQUEST FOR QUOTATION ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf Exhibit 07 Request for Quotation (Cover Sheet)doc

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__________________________________________________________________________________________ INDUSTRIAL PLANT AND ENGINEERING DIVISION 1 CHEONHA-DONG, DONGKU ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3471

Instruction to Bidder (ITB) for Quotation 1.

Definitions The word “Owner” wherever used in the Request for Quotation shall mean Chevron Nigeria Limited (CNL) in Nigeria The word “Buyer” wherever used in the Request for Quotation shall mean Hyundai Heavy Industries Co., Ltd. The word “Bidder” wherever used in this Request for Quotation shall mean Supplier.

2.

Bid Acknowledgement Within three (3) days of receipt of this package, Bidder shall acknowledge, with Bid Acknowledgement Form as per Appendix 1 in this ITB, the receipt of this RFQ (Request for Quotation) Package and all applicable documents stated herein, and his intention to bid or decline.

3.

Bid Evaluation The basis for the evaluation of Bidder’s quotations will be that which is most economically advantageous to the Project and will be carried out taking into consideration the following principal factors and other relevant criteria: 1. Price including life-cycle costs. 2. Compliance with Buyer’s Terms and Conditions. 3. Delivery period 4. Technical merit 5. Bidder’s experience with comparable equipment in a similar operating environment. 6. Bidder’s production capacity to meet the Project. 7. Bidder’s financial status and stability. 8. Availability of Bidder’s spare parts & technical support.

4.

Submission of Quotation The complete commercial and technical quotation shall be directed to Hyundai Heavy Industries Co., Ltd Procurement Manager Address Tel: Fax: e-mail: Quotations must be delivered on or before the stated closing date and time. Technical and commercial documents shall be submitted simultaneously unless otherwise instructed. Number of copies required:

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__________________________________________________________________________________________ One (1) of Original Priced quotations and Three (3) of unpriced copies with all attachments. Bidder shall NOT quote prices, or other commercial terms of any nature, in the technical proposal and any priced value shall be changed to “Quoted” in the Technical Proposal,) 5.

Clarifications concerning the Tender Any further information which may be required by Bidder in order to complete the Tender or any interpretation thereof, may be obtained with Clarification Sheet as herewith attached by e-mail, facsimile or by writing to: Hyundai Heavy Industries Co., Ltd Procurement Manager Address Tel: Fax: e-mail: Any such request must be made not later than seven (7) days prior to the date of submission of the Quotation. Any requests for clarification in connection with Bidder and Buyer response will be circulated to all Bidders without revealing the name of Bidder raising the query if, in the sole opinion of Buyer, it is appropriate to do so. No extension of the date by which Bidder must be submitted will be granted, unless otherwise approved by Procurement Manager

6.

Quotation Requirements 6.1 Offer Validity Quotations shall be valid for a period of one hundred two (120) days from Bid Date, unless otherwise stated, whereas for guarantee period for Technical service rates. This validity period must be clearly stated in Bidder’s Quotation. 6.2 Currency and Price: - Shall be firm and fixed until completion of delivery. - Shall be quoted on the basis of FOB port of exit as follows. 1) USA for Container Shipment: Savannah Port/GA, Norfork Port/VA, NY Port/NY for Bulk: Savannah Port/GA, Newport News Port/VA, Philadelphia Port/PA, Houston Port/TX 2) Europe: Antwerp Port, Belgium 3) Korea: Masan Port, Korea 4) the others: International Seaport having the vessel to Antwerp Port directly - Delivery terms shall be based on INCOTERMS 2000. - Price shall be quoted in U.S. Dollars. 6.3 Language: Quotation must be issued strictly in the English language, correspondence in any other language must be accompanied by a translation into English language and the text of the translation shall govern. 6.4 Price

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__________________________________________________________________________________________ In order to be considered “responsive” Bidder must submit a “base bid” consisting of the following properly executed forms listed below and attached: A.

Bill of Material with unit price, units and delivery schedule completed

Bidder’s Quotation shall include, as a minimum, the following additional information: A. B. C. D. E. F. G.

I. J. K. L. 6.5

Statement of Compliance Bidder shall recommend the number of days of service that are normally required for training, installation support and start-up support for Bidder’s goods. Shipping point (s) and shipping weights / dimensions of each major shipping unit or piece. Freight Terms Shop location of engineering, manufacturing and assembly Price of field service representative Spare parts and special tool lists and with each itemized pricing for: - Initial spare parts covering commissioning and start-up spare parts by Vendor’s recommendation. - Insurance spare parts as per “Insurance Spares List,” Attachment 1 of Specification no.:”EGP3-5.1.9.12.A,” “Spare Parts Selections & Holding Requirements” - Special tools for any specialized equipment, per data sheet/specification or Vendor’s recommendation (e.g. machinery, software, testers, etc) - Optional itemized price list for recommended two (2) years for operation spare parts with section 6 of Specification no.:”EGP3-5.1.9.12.A”, “Spare Parts Selections & Holding Requirements, exception: The FSO shall be recommended three (3) years operating spares Separate quotation for training service to Company’s personnel. Surplus / restocking policy (as applicable) Schedule of preliminary / general arrangement drawings Details of shop loading during the proposed schedule of manufacturing

Vendor Documentation Requirement The requirement of Vendor Documentation is detailed in the technical documents which show those documents to be supplied with Bidder and those documents that Bidder will be required to provide later in the event of an award of Supply Contract. The document shows types of documents under generally broad headings. Bidder should carefully consider the number of documents to be submitted under each heading and include for their costs in their quotation, including but not limited to the costs of all documents, drawings, operation and maintenance instructions, transparencies, data books, test certificates, spare parts lists etc including where required copies of interim and/or final documents on CD where requested. Unless otherwise specified in the Purchase Order no additional compensation for costs will be recognized by Buyer for any type of documentation and Bidder shall be required to furnish.

6.6

Production plan/Current Workload Bidder shall submit as part of the Quotation, a detailed programme taking into consideration the following: 1. Engineering Period 2. Procurement of sub-supplies 3. Manufacturing period 4. Testing 5. Packing and preparation for shipping

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__________________________________________________________________________________________ Additionally, Bidder shall provide details of its forecasted workload for the period of the Work. 6.7

Quality assurance and Health and Safety Buyer has a strong commitment to Quality and Health and Safety on any of its Projects. Quality Control and Quality Assurance are governed by the Project Quality Plan. The following list of documents shall constitute a minimum set of Quality Documents to be submitted with the Quotation: 1. Letter of exceptions to Quality requirements (if necessary). 2. Declarations of Vendor/Subcontractor compliance to ISO9000 series. 3. ISO 9000:1994 Certificates (if available). 4. Organization chart complete with key function description. 5. Proposed list of Sub-Contractors and their pre-Qualification status. 6. Typical quality control plan. 7. List of applicable quality control procedures. 8. Index of the Quality manual with the relevant revision status. Bidder and all persons employed by him shall conform to any and all applicable safety and environmental statutes, regulations, ordinances and requirements in the performance of the Purchase Order. Buyer’s representative and any person delegated by Buyer shall in no way be responsible for the safety of Bidder/Vendor or its sub-Vendors.

7.

Delivery date and Delivery terms: Delivery date in the Proposal shall be based on FOB port of exit. Bidder is requested to confirm its delivery time or alternatively propose its realistic delivery date. Bidder shall quote prices as a base case delivered FOB Port of final Exit based on INCOTERMS 2000.

8.

Acceptance of Quotations Incomplete Bid will not be considered and Buyer shall not be bound to accept the Bidder, or any of the Quotations. Each Quotation received shall be deemed to be Bidder’s firm offer. Any Quotation submitted out with the tendering process as detailed in this Invitation to Bidder will not be considered. Buyer shall have the right to accept any Quotation in part or in whole or not at all. Unsuccessful Bidder will be notified as soon as practicable after Purchase Order has been awarded and accepted.

9.

No Payment for Quotation The Bid shall be delivered free of charge to Buyer and Buyer shall not be liable to pay any of the cost for quotations sustained by Bidder for or in connection with; the Quotation preparation, submission, clarification and negotiation including associated travel costs regardless of whether the Quotation is successful or not. Bidder’s participation is at its sole cost and risk.

10.

Approved Supplier List Bidder shall comply with ASL (Approved Supplier List) approved by CNL strictly for any materials.

11.

Exception/Deviation to Buyer’s Commercial Terms & Conditions and Requisition Bidder shall complete the Vendor Exceptions Form attached hereto. Commercial exceptions and technical deviations shall be listed separately and submitted with its proposal provided in the absence

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__________________________________________________________________________________________ of such exceptions and deviations the proposal shall be deemed to comply fully with Buyer’s Commercial Terms & Conditions of Contract and Technical Requirements. Failure to complete the Form may result in rejection of the proposal. The technical clarification as to the deviations/exceptions may be stated in clear detail on the Deviation List form provided in the Purchase specification. 12.

Documents The proposal shall include complete technical description of the materials and/or services, clearly identifying the limit of supply, technical data and drawings in accordance with Material Requisition including Vendor Data Requirement and spare part lists shall be submitted in strictly compliance with the format attached to the Material Requisition together with the proposal.

13.

Alternative Proposals Bidder must complete and submit its offer strictly in accordance with this Invitation to Bidder. Bidder is encouraged to offer alternatives that meet the technical requirements and have a commercial advantage over the base specification. If Bidder wishes to quote for alternatives proposals in the base price, should be provided with alternatives as an option.

14.

Appendix of Instruction to Bidder Appendix 1: Form of Bid Acknowledgement Appendix 2: Bid Summary Sheet Appendix 3: Vendor Exception Form (Commercial Use only)

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__________________________________________________________________________________________

ACKNOWLEDGEMENT OF INVITATION TO BID Hyundai Heavy Ind. Co., Ltd. 2020 S. Dairy Ashford Suite 342 Houston, TX 77077, USA Attn: Mr. Kwang B. Park, Procurement Manager Tel: +1-281-596-7677 Fax: +1-281-596-7699 E-mail: [email protected]

REQUEST FOR QUOTATION NO.:

BID CLOSING DATE: Gentlemen: As a representative of Bidder’s name: , I have received and reviewed the contents of the package referenced above and on behalf of my company have decided to (check one):

BID NO BID, REASON:

I ALSO AGREE THAT ALL INFORMATION PROVIDED IN THIS RFQ SHALL BE CONSIDERED CONFIDENTIAL AND THE PROPRIETARY PROPERTY OF HYUNDAI HEAVY IND. CO., LTD., AND SHALL NOT USE NOR PERMIT THE USE OF ANY OF THE SAID INFORMATION, DATASHEETS, DRAWINGS, ETC. FOR ANY OTHER PURPOSE THAN THAT FOR WHICH IT IS BEING SPECIFICALLY FURNISHED. Printed Name:

Title:

Signature:

Date:

PLEASE COMPLETE THIS FORM AND RETURN VIA FAX or E-MAIL to; FAX NO. +1-281-596-7699, e-mail: [email protected] WITHIN TWO (2) WORKING DAYS AFTER RECEIPT OF RFQ PACKAGE. THANK YOU.

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__________________________________________________________________________________________ In order to better evaluate Vendor's Quotation, Vendor is requested to complete and return this form with Commercial offer. Completion of this form does not relieve Vendor's responsibility to provide a complete Commercial Quotation.

Bid Summary Sheet No.

Descriptions and/or Requirments

item

Vendor's Response and Priced Value

1. RFQ NO.

2. Bidder Name

3. Quotation No.

4. Bid Date

5. Bid Closing Date: as per Page 1/2 of RFQ Cover Letter

6. Quotation Validity: 120 days from bid closing date 7. Manufacturer's Name and Location, if different from A2 in above. A

General

9. Shipping Point (Port of Exit) and Terms of Payment

10. Quoted Delivery

11. Has Vendor quoted all items as per MR? 12. Payment terms: 1) 90% L/C opened one (1) month prior to delivery 2) 10% T/T after Vendor data completion. 13. Performance/Warranty Bond: 10% issued within 30 days from PO with Validity of Guarantee Period 14. Guarantee Period: 12 months from the date of final acceptance certificate of the project issued by the COMPANY (CNL) 15. Liquidated Damages: 1) Late Delivery: 0.2% / day, max. 10% 2) Late Submission of Vendor Data: 0.1%/day, max. 5%

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__________________________________________________________________________________________

1. Total Price for Equipment, only excluding below no. B2 ~ B10 2. Test, Inspection, FAT and SIT, if applicable 3. Special tools, if applicable 4. Total Price for Start-up & Commissioning 5. Total Price for Insurance Spare parts, if applicable. 6. Packing Cost 7. FOB Charge to Port of Final Exit for Export B

PRICE

8. Supervision Fee for (Man-workingday: ??

9. Training Fee for (Man-workingday: ??

) as Lumpsum

) as Lumpsum

10. Others, not included in above, if applicable TOTAL AMOUNT

U$0.00

11. Optional Price for two (2) years Operational Spare parts (But 3 Years Operations for FSO) 12. Optional Price, if any C

INSPECTION LEVEL

as per Material Requisition

D

Vendor Data Submission Schedule

E

Shop Capacity

F

Additional TECHNICAL SERVICE (not included in

1. VDRL, ITP: 2 weeks 2. Critical Data (P&ID,GA,Wiring Diagram etc): 6 weeks 3. E & I Schematic Drawings: 10 weeks Vendor is required to confirm that Vendor and its sub-vendors have necessary shop capacirty to meet the required delivery date. 1. Onshore Service (10 working hours/day) 2 Overtime Rate (Excess of 10 working hours/day) 3. Offshore: 120 % of Onshore Rate, if applicable 4. Validity: up to the end of warranty

G

TRAINING SERVICE

H

SPARE PARTS

I

OTHERS

If required, Vendor to confirm that training service will be provided at vendor's facility, onshore and offshore and advise additional charge in detail (confirm validity). Indicate price / item w/ description (confirm validity). 1. Start-Up and Commissioning 2. Two (2) years Operational Spares 3. Insurance Spare Parts, if applicable All other terms & Conditions shall be as per HHI's Terms & Conditions.

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__________________________________________________________________________________________

VENDOR EXCEPTIONS FORM ON TERMS AND CONDITIONS (COMMERCIAL USE ONLY) RFQ No: Equipment Name:

Quotation No: Date:

The following exceptions are taken to the Terms & Conditions of Contract. Bidder shall list all his commercial exceptions respectively in accordance with the following format and submit them to Buyer with its quotation. Buyer’s Document Title / Clause

Buyer’s Requirement

Exception / Deviation Proposed by Bidder

Clarification / Reason For Exception / Deviation

Signed by: Name of Signature Vendor Name:

ONS-EPC-HHI-PRO-0017 Procedure.pdf Exhibit 08 Instruction to Procurement Bid for Quotation.doc

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EXHIBIT 09

1, CHEONHA-DONG, DONG-KU, ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3471

TERMS AND CONDITIONS OF CONTRACT

TABLE OF CONTENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Definitions......................................................................................................................................2 Contract Price................................................................................................................................3 Delivery Date.................................................................................................................................3 Terms of Payment .........................................................................................................................3 Performance/Guarantee Bond ......................................................................................................4 General Obligation ........................................................................................................................4 Variations ......................................................................................................................................4 Progress Report ............................................................................................................................5 Guarantees....................................................................................................................................5 Liquidated Damages .....................................................................................................................6 Inspection, Tests and Certificates .................................................................................................7 Risk and Title.................................................................................................................................8 Force Majeure ...............................................................................................................................8 Subcontract and Assignment ........................................................................................................9 Confidentiality and Photography ...................................................................................................9 Taxes and Duties ........................................................................................................................10 Contract Documents and Vendor Data .......................................................................................10 Claims, Liability and Indemnity....................................................................................................11 Insurance.....................................................................................................................................12 Notices ........................................................................................................................................12 Termination .................................................................................................................................13 Arbitration ....................................................................................................................................14 Governing Law ............................................................................................................................14 Technical Service ........................................................................................................................14 Records .......................................................................................................................................15 Conflicts of Interest......................................................................................................................15 Safety ..........................................................................................................................................15 Entire Agreement and Amendments ...........................................................................................16

Annex 1. Shipping Instruction.............................................................................................................17 Annex 2. Supplementary Contract for Additional Technical Services................................................21 Exhibit A – Conditional Waiver and Release Upon (Milestone) Payment..........................................24 Exhibit B – Performance / Guarantee Bond .......................................................................................25 Exhibit C – Repayment Guarantee Bond ...........................................................................................26

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The following Terms and Conditions shall govern and have effects as an integral part of the Contract entered into by BUYER and VENDOR.

1

Definitions In the Contract, as hereinafter defined, the following words and expressions shall have the meanings hereby assigned to them except where the context requires otherwise: A. “BUYER” or “HHI” means Hyundai Heavy Industries Company Limited who will employ VENDOR and the legal successors in title to the “HHI” or “BUYER” but not, except with the consent of VENDOR, any assignee of “HHI” or “BUYER”. B. “COMPANY” means “Chevron Nigeria Limited (CNL)” that has contracted with HHI for the provision of the project. C. “Contract” or “Purchase Order” means the whole agreement executed between HHI and VENDOR to perform the Works and/or includes the Contract Documents consisting of the Terms & Conditions of Contract, Specifications, Drawings, etc. D. “Contract Price” means Lump Sum Prices and Payments for the design, execution and completion of the Work, the remedying of any defects and includes any adjustments determined in accordance with the terms of this Contract. E. “Delivery Date” means the date of shipment on board at the loading port or the date when VENDOR deliver the Goods to the named place in the Purchase Order as specified by INCOTERMS 2000. F. “Indemnitee(s)” means collectively and individually, BUYER and/or each member or affiliate of the COMPANY, and any director, agent, representative or employee of any of them but does not include VENDOR or Subvendor(s) of any tier. G. “Materials” or “Goods” means all material, supplies and equipment, apparatus, materials, articles, drawings, calculations, documents, manuals, and all deliverables necessary for the performance of the works in this Contract. H. “Month, Week, Day” means calendar month, calendar week and calendar day. I.

"Notice of Final Acceptance" means the notice from COMPANY to BUYER advising BUYER that all work has been properly performed and has been successfully completed, and as evidenced by COMPANY issuance to BUYER of a duly executed certificate of Final Acceptance whereby the guarantee period shall be for twelve (12) calendar months from the date of the COMPANY’s issuance of the notice of Final Acceptance.

J.

“Party” or “Parties” means BUYER or VENDOR or both of them.

K. “Project” means “ENGINEERING ESCRAVOS GAS PROJECT PHASE 3 (EGP3) Escravos, Nigeria for Chevron Nigeria Limited” to be installed in Nigeria, pursuant to the main Contract between HHI and COMPANY. L. “Specifications” mean the technical specifications of Material Requisition or Purchase Order Requisition to be attached to the Purchase Order and which are hereby made a part of this Contract. M. “Subcontractor” or “Subvendor” means any supplier or manufacturer of materials, goods, equipment or services employed by VENDOR for its performance of the Works.

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N. “VENDOR” or “SUPPLIER” means the person or persons, firm partnership, corporation or combination thereof engaged by BUYER in the performance of the Work or any part thereof including its successors and permitted assigns. O. “Vendor Data” means drawings, manuals, part lists, the other technical data and documents of all kinds to be provided by VENDOR in compliance with the Vendor Data requirements of BUYER’s Specifications. P. “Works” means, unless the context otherwise requires, all work and services required to be performed by VENDOR to fully comply with this Contract covering supply of the Goods, the Vendor Data, engineering services for installation, commissioning and field performance testing (including special tools and parts necessary thereof) and remedy of defects, as well as training. Where the context so requires, the singular shall include the plural and vice versa.

2

3

4

Contract Price 2.1

The Contract Price covers all the obligations of HHI against full performance of all of VENDOR’s obligations under this Contract.

2.2

The Contract Price is fixed and deemed to include, and VENDOR shall directly pay, export taxes and duties, fees, charges or assessments of any nature levied by any governmental authority in connection with this Contract and shall not be subject to adjustment for inflation, currency exchange fluctuation or any other adjustment whatsoever through completion of the entire Works against this Contract, unless otherwise provided herein.

2.3

All banking charges including postage of fiscal stamp duty or other charges incurred in the VENDOR’s country shall be to the VENDOR’s account.

2.4

In the event that Letter of Credit is amended, due to causes attributable to VENDOR, then all additional expenses therefor the amendment of Letter of Credit therefrom shall be to VENDOR’s account.

2.5

The trade terms shall be in accordance with the INCOTERMS 2000.

Delivery Date 3.1

The Delivery Date shall not be altered without the prior written consent of BUYER. Should VENDOR propose any alteration to the Delivery Date it shall immediately notify BUYER stating the reasons for the proposed changes; the Contract Delivery Date shall stand unaltered unless BUYER consents to any proposed change in writing.

3.2

The delivery terms, packing and shipping mark, etc. shall conform to ANNEX 1 Shipping Instruction, attached hereto and which forms part of this Contract.

Terms of Payment 4.1

Unless otherwise provided, the total Contract Price shall be paid in the following manner. 4.1.1

Ten (10%) of Contract Price shall be paid by Telegraphic Transfer within 30 days against Invoice, Performance/Warranty Bond and Repayment Bank Guarantee.

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4.1.2

4.1.3

5

6

Eighty Percent (80%) of Contract Price shall be paid by Telegraphic Transfer within 30 days or irrevocable Letter of Credit at sight against shipping documents provided in Annex 1 Shipping Instruction. In case of Letter of Credit, it shall be established one month prior to the shipment. Ten percent (10%) of Contract Price shall be paid by Telegraphic Transfer within 30 days against Vendor Data Completion Certificate issued by HHI as per the Vendor Data Requirement.

4.2

Any advance Payment before shipment requires Repayment Bank Guarantee covering full amount of advance payment and valid till the contract delivery date.

4.3

All Banking Charge including postage or fiscal stamp duty or other charges incurred outside Korea shall be to the Seller’s account.

4.4

VENDOR shall also submit lien waiver(s) substantially, in issuance of the Invoice, in the form attached as Exhibit A – Conditional Waiver and Release Upon (Milestone) Payment to BUYER in an amount exceeding Two Hundred Fifty Thousand U.S. Dollars ($250,000) or the equivalent in other currencies in the payment or total Contract Price, unless a lesser minimum amount is otherwise advised by BUYER or provided with this Contract.

Performance/Guarantee Bond 5.1

Within Thirty (30) days after the contract is made, VENDOR shall provide a Performance/Guarantee Bond to BUYER for the amount equivalent to Ten percent (10%) of the Contract Price in the form of an unconditional and irrevocable Documentary Credit, substantially in the form attached as Exhibit B – Performance/Guarantee Bond. This bond shall be submitted through Korea Exchange Bank, Kye-dong Branch to BUYER. The bond shall remain valid until the expiry of the guarantee period, unless otherwise provided, specified in the Article 9 below, and the draft of the bond shall be submitted to BUYER for review and approval prior to its issuance. VENDOR shall bear all costs in connection therewith.

5.2

The Performance/Guarantee Bond shall be payable without contestation upon the first written request of BUYER.

5.3

If HHI shall consider itself entitled to any claim under the Bond it shall forthwith so notify VENDOR specifying the default of VENDOR upon which it relies. Should VENDOR fail to remedy such default forthwith upon the receipt of such notice HHI shall be entitled to require the Bond to be forfeited to the extent of the loss or damage incurred by reason of the default as determined ex-parte by HHI.

General Obligation VENDOR shall, subject to the terms and conditions of the Contract, deliver the Goods and Vendor Data with due care and diligence within the time agreed by both parties and provide the engineering service thereof and special tools and parts necessary therefor and carry out its obligations, so far as the same is specified in or is to be inferred from the Contract. In addition, VENDOR shall be responsible to execute the Contract in honest, fair and ethical manners and to make immediate report to BUYER, if there is any breach of the contractual agreements.

7

Variations 7.1

VENDOR shall not vary any of the Works or Goods except as directed in writing by HHI. HHI shall have the right, subject to the proviso hereinafter contained, from time to time during the execution of the Contract by

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notice in writing to direct VENDOR to alter, amend, omit, add to, or otherwise vary any of the Works. VENDOR shall carry out such variations and be bound by the same conditions as though the said variations were stated in the Specification.

8

9

7.2

Within seven (7) days after VENDOR’s receipt of BUYER's direction for variation, VENDOR shall advise BUYER of any and all expected cost and time impacts; provided that if VENDOR fails to advise BUYER of any such impact within such time period, VENDOR shall be deemed to have agreed to the variation without any Contract Price increase or Schedule extension and shall have waived any right to claim for any compensation in connection therewith.

7.3

The amount if any to be added to or deducted from the Contract Price and the time impact of any variation shall be ascertained and determined in accordance with rates specified in the schedules of prices of the Contract so far as the same may be applicable and where rates are not contained in the said schedules or are not applicable such amount and time impact shall be agreed between HHI and VENDOR. In the event of disagreement, HHI shall fix such price and time impact as shall in HHI’s opinion be reasonable and proper having regard to all material and relevant factors including VENDOR’s direct costs and overheads.

7.4

On receipt of HHI’s confirmation of instructions in respect of any variation VENDOR shall immediately proceed to carry out such instructions. Under no circumstances shall the Works be delayed by VENDOR pending agreement or determination of the cost or time impact of such variation.

Progress Report 8.1

Within fifteen (15) days after effective date as the Contract is executed, VENDOR shall submit to BUYER a schedule on the manufacture, assembly, test and supply of the Goods, the status of the Vendor Data and Inspection and Test Status as per BUYER’s Standard Form on Progress Report which shall follow after contract. But, till providing Standard Form on Progress Report by BUYER, VENDOR shall use VENDOR’s own Standard Form on Progress Report for the Project.

8.2

Within seven (7) days after the end of each month or at such other intervals as may be instructed, VENDOR shall provide BUYER with a progress report for the calendar month/week and by reference to the previous progress report submitted.

8.3

If VENDOR anticipates delay, it shall notify BUYER in writing immediately, explaining the cause of delay and arrangements for recovering the delay to the schedule.

Guarantees 9.1

General VENDOR shall guarantee to HHI and COMPANY that the Works, including, without limitation, the Goods covered by this Contract shall conform with the Specification, Drawings and other descriptions supplied or adopted by HHI and will be new, fit and sufficient for the purposes for which they are intended as evidenced in this Contract and in the Drawings and Specification referred to therein, of good materials, design and workmanship, free from defects and will fulfill satisfactorily the operating conditions specified in the Specification

9.2

Guarantee Period 9.2.1 VENDOR’s guarantee responsibility shall continue Twelve (12) months after the date of COMPANY’s issuance of the Notice of Final Acceptance or Thirty Two (32) months from the latest shipment, whichever comes first.

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9.2.2 The guarantee period for the Goods or part thereof shall be extended for the period that such Goods cannot be operated as a result of a defect covered by this guarantee. 9.2.3 Notwithstanding Article 9.2.1 and 9.2.2, VENDOR shall continue to be responsible for the remedy of any latent defects found after expiry of the Guarantee Period as if such defects were found during the Guarantee Period. For the avoidance of doubt, latent defects shall include, without limitation, existing defects not found within the Guarantee Period because BUYER could not reasonably perform inspections during such period, because such defects were hidden and not discernable by routine inspection, or any other reason whatsoever. 9.3

Remedy of Defects 9.3.1 VENDOR shall, at its risk and cost, cure any defects of the Goods and make good any damage to any other part of the Goods affected thereby and/or any other property caused by such defect, by making all necessary repairs or replacements within the timeframe specified by BUYER. 9.3.2 In order to minimize any direct, indirect or consequential delay to the completion and/or the operation of the Project, VENDOR shall, on BUYER’s instruction and at VENDOR’s cost, make all necessary repairs or replacements at HHI yard in Ulsan, Korea or in Nigeria and/or the Project site. 9.3.3 All costs and charges incurred by reason of repairs or replacements aforesaid, including the cost of new parts, transportation costs, personnel and inspection, testing and certification and/or all costs incurred by BUYER in arranging for repairs and replacements to be performed by third party and/or installation and reinstatement costs incurred by BUYER at its premises or elsewhere, shall be for the account of VENDOR. 9.3.4 If VENDOR fails to timely fulfill any of its warranty obligations to replace or repair the Goods or any part thereof under this Article, BUYER shall, in addition to its right to recover, and VENDOR’s liability for, any losses and damages suffered by BUYER as a result thereof of any nature whatsoever, including, without limitation, the delay arising from such failure, have the right to either itself or have a third party perform such work at the VENDOR’s risk and cost. 9.3.5 VENDOR has ownership of replaced parts and BUYER will return such parts to VENDOR at VENDOR’s request and for the VENDOR’s account. If VENDOR fails to present such requests within One (1) month after replacement, BUYER may dispose of the replaced parts as it sees fit. 9.3.6 COMPANY at its sole discretion may notify BUYER who shall notify VENDOR or VENDOR directly, if COMPANY believes a breach of VENDOR’s guarantee exists. Upon such notification, VENDOR shall promptly propose its method to correct the defect, with the least loss of operating time to COMPANY. COMPANY may agree to VENDOR’s proposed method or select another method and notify same to VENDOR. If so directed by COMPANY, VENDOR shall perform the corrective Work in accordance with the method and within the timeframe specified by COMPANY or BUYER. 9.3.7 BUYER may at its sole discretion assign the VENDOR’s guarantee under Article 9 and BUYER’s right under Article 5.3 Performance/Guarantee Bond to COMPANY.

9.4

Nothing herein shall affect or reduce the rights of BUYER at law.

10 Liquidated Damages 10.1 Late Delivery of the Goods

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If the delivery of the Goods is delayed beyond the Delivery Date or commissioning and/or running tests are delayed due to the default of VENDOR, VENDOR shall be liable for liquidated damages (and not as a penalty) at the rate of zero point two percent (0.2%) of the Contract Price per day of delay, provided however that such liquidated damages are subject to an upper limit of ten percent (10%) of the Contract Price. 10.2 Late Submission of Vendor Data If VENDOR fails to keep the submission schedule of Vendor Data set forth in the Contract due to causes attributable to VENDOR, BUYER shall be entitled to claim from VENDOR compensation calculated at the rate of zero point one percent (0.1%) of the Contract Price per day of delay, provided however that such liquidated damages (and not as a penalty) for delay shall not exceed five percent (5%) of the Contract Price 10.3 All liquidated damages and upper limit hereabove shall be determined independently of each other and may run or occur concurrently. The payment of liquidated damages shall not relieve VENDOR from its obligation to complete the Works and its warranty obligations or from any other of its duties, obligations and responsibilities under this Contract. 10.4 Payment of liquidated damages by VENDOR shall constitute BUYER’s sole financial remedy whether in Contract or at law for late performance and late completion as described herein during the period of time in which liquidated damages apply. 10.5 In the event VENDOR’s failure to perform or complete the Work as contracted exceeds an aggregate of Sixty (60) Days, BUYER may exercise its rights to declare VENDOR in default under and in accordance with the provisions of Article 21.1 hereof.

11 Inspection, Tests and Certificates 11.1 Prior to shipment the Goods shall be subject to inspection, and tests according to the procedures set out in the Specification. All fees and charges for arrangement of inspections and tests including the required certificates and documentation are included in the Contract Price. 11.2 A full set of Test and Inspection Report and Data shall be submitted to HHI for review at least twenty (20) working days prior to shipment. No goods shall be delivered for shipment until notice is given by HHI in writing that the test results are approved. BUYER shall be entitled to refuse the Goods partially or totally until all inspection requirements have been met and/or the required certificates are provided by VENDOR. In such case VENDOR shall, at its own expense, carry out such repairs, replacements, modifications, inspections and tests as shall be necessary to have the Goods certified in accordance with the Specification and provide the certificates to BUYER. 11.3 Release by HHI of the Goods for shipment shall not relieve VENDOR of any responsibility or guarantee as stated in the Contract. Review and/or approval of inspection, shop tests or certificates by BUYER, shall not constitute a waiver of field performance requirements and shall not release VENDOR from any of its obligations under this Contract and/or its warranty obligations nor shall shop inspection by HHI relieve VENDOR of any responsibilities in case of discovery of defective material of workmanship or malfunction during the period of guarantee. Despite any such acceptance, VENDOR shall be solely and fully responsible for the quality and fitness of the Works, including, without limitation, the Goods. 11.4 Whenever VENDOR is to carry out the required inspections and/or tests VENDOR shall notify BUYER three (3) weeks prior to the date on which the inspections and/or tests will take place and BUYER shall have the right to witness at its option such inspections and/or tests. BUYER shall receive final notice and confirmation with Pre-Fat/Performance report (which is applied to only inspection step on FAT and Performance Test) of such inspection and/or test five (5) days, prior to scheduled readiness. Any waiver of witnessing the tests and/or inspections shall be notified to VENDOR in writing. If VENDOR is not ready for

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the inspection, VENDOR shall reimburse the documented costs for travel and time expenses of inspectors. All costs, expenses, fees and charges incurred in connection with re-inspection or re-testing, field performance retesting or obtaining certification and associated replacement, repairs and/or modifications shall be born by VENDOR provided that the cost of fuel and electricity for field performance testing and retesting shall be born by BUYER or COMPANY. 11.5 BUYER and/or COMPANY shall have the right to enter upon VENDOR’s and/or its Subvendor’s premises for the purpose of verifying the progress of manufacture and assembly or the witnessing of any inspection and/or tests. Specific inspection and/or testing requirements are delineated in the Specifications. VENDOR shall be responsible to assist BUYER and/or COMPANY to obtain VISA for all members for the same purposes. VENDOR also shall furnish all reasonable facilities and assistance free of cost to BUYER and/or COMPANY. 11.6 When BUYER or COMPANY determines that VENDOR’s Work Area is unsafe, BUYER or COMPANY may require VENDOR to stop the part of the Work affected until the unsafe condition is corrected. BUYER or COMPANY shall not be liable for any costs, expenses, delays or damages of whatsoever nature that may be suffered by VENDOR due to Work stoppage because of unsafe conditions or due to correction of unsafe conditions. 11.7 VENDOR shall comply with “Pre-Shipment Inspection Requirement” as per ANNEX 1. Shipping Instruction Article 5.

12 Risk and Title 12.1 VENDOR shall obtain all necessary permits, licenses or permissions to export the Goods, including a certificate of origin. BUYER shall obtain all necessary permits, licenses or permissions to import the Goods, unless otherwise provided in the Contract. 12.2 Without prejudice to the right of BUYER to reject the Goods and/or Works thereafter, title and risk of loss shall pass to BUYER upon Delivery; provided that, if the Works are non-conforming, VENDOR shall bear risk of loss as to the whole of the Works until cure of the defect. 12.3 All drawings, documents, engineering and other data prepared or furnished by VENDOR in performing the Work shall become the property of BUYER from the time of preparation and may be used by BUYER for any purpose whatsoever without obligation or liability whatsoever to VENDOR.

13 Force Majeure 13.1 For the purposes of this Contract, force majeure shall mean any event that is both unforeseeable and beyond the control of a Party that prevents the performance of its obligations under this Contract provided that force majeure shall be limited to the following events: war, riots and revolutions, natural disasters, acts of state or government (including expropriation but excluding failure to obtain permit, license or permission), nationwide strikes. 13.2 Force majeure does not include events such as insolvency of any Party, events involving a previous or existing condition at or before the effective date of this Contract, or local strikes, lock-outs or other industrial disputes, local disturbances or actions between VENDOR, its employees and/or its Subvendors and Subcontractors of any tier or their employees. 13.3 The time for performance of any obligations under this Contract prevented by an event of force majeure shall be extended by the period of delay which is agreed by Buyer to be directly caused by such event; provided that, and only to the extent the affected Party proves that:

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(a) such Party has used its best endeavors to avoid, overcome or mitigate the effects of the event of force majeure. (b) such Party has submitted detailed particulars of the event of force majeure within seventy-two (72) hours of the claimed onset of such event. The affected Party shall also submit supporting documentation regarding such event and its impact on this Contract within seven (7) days of the claimed onset of such event and the final claim with full supporting documentation within seven (7) days of the alleged end of such event. 13.4 The force majeure relief granted by this Article 13 shall cease to apply when circumstances are such that the affected Party can resume performance of this Contract after satisfying all the aforementioned conditions. 13.5 If the grounds for force majeure relief subsist for more than sixty (60) days, in aggregate over the course of this Contract, then BUYER may terminate this Contract in whole or in part.

14 Subcontract and Assignment 14.1 VENDOR shall not subcontract, assign, sublet, transfer, in whole or in part or all or any portion of the Work without the prior written consent of BUYER. Such consent shall not be unreasonably withheld, and any attempt to do so without such written-consent shall be void. However, BUYER shall have the right to assign to COMPANY any of its rights, obligations and liabilities under the Contract after giving notice thereof to VENDOR. 14.2 Approval by BUYER of a subcontract shall not relieve VENDOR of any of its obligations under this Contract. VENDOR represents and warrants that all Subcontractors shall perform their portion of the Work in accordance with the requirements of this Contract, including, without limitation, the Specifications. VENDOR shall furnish such information relative to its Subcontractors as BUYER may reasonably request. VENDOR shall promptly report to BUYER any deficiencies in the performance of its Subcontractors, including, but not limited to any potential delays which may affect the Contract delivery date of the Goods, together with VENDOR’s proposed remedies for rectifying such deficiencies. No subcontract shall bind or purport to bind BUYER but shall contain a provision permitting assignment of it to BUYER upon BUYER’s written request. 14.3 VENDOR shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the VENDOR by the terms of this Contract, and to assume toward the VENDOR all the obligations and responsibilities which the VENDOR, by this Contract, assumes toward BUYER. The subcontract shall preserve and protect the rights of BUYER under this Contract with respect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights. 14.4 The substance of this Article 14 shall also apply to subcontracts by VENDOR which are required for the performance of this Contract.

15 Confidentiality and Photography VENDOR shall not, publicly or to third parties, divulge technical data, prices or similar information about the Contract. Photography on BUYER’s and COMPANY’s premises is prohibited. Use of photos of the Goods in the workshops of VENDOR or elsewhere is not permitted unless BUYER has given its prior written consent.

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16 Taxes and Duties VENDOR shall provide and pay for all necessary license, fees, taxes, duties and levies imposed in the country or countries of manufacture or supply in respect of the supply of the Goods and such payment and provision is deemed to be included in the Contract Price.

17 Contract Documents and Vendor Data 17.1 The language or languages in which the Contract documents drawn up shall be English and if the said documents are written in more than one language the language according to which the Contract is to be construed and interpreted shall be in English. 17.2 VENDOR shall submit to HHI for approval within the times given in the Specification or in the schedule to be agreed such Vendor Data as may be called for therein, and in the numbers of copies therein required, and during the progress of the Works within such reasonable times as HHI may require such drawings of general arrangement and details of the Works as HHI reasonably require. 17.3 The cost of all Vendor Data requirements as defined and required by the Specification shall be included in the Contract Price. If any additional charges apply they shall be clearly restricted to those stated in VENDOR’s accepted bid. All the Vendor Data shall be sent to BUYER by courier service at VENDOR’s cost, but final dossier as defined in the Specification may be airlifted or delivered by courier service at VENDOR’s expense with the notice of the airway bill number and schedule sent to HHI in advance. The Contract shall not be considered complete until all Vendor Data as required is received by HHI. It is understood that the Vendor Data is an integral part of this Contract. 17.4 VENDOR shall furnish a schedule with quotation for providing the Vendor Data required by the Specification. 17.5 HHI shall, if required, have the right at all reasonable times to inspect at the premises of VENDOR or the place of manufacture all Drawings of any portion of the Works. 17.6 Approval by HHI of the Vendor Data or any of it shall not relieve VENDOR of its obligations and liabilities under the Contract. 17.7 VENDOR shall be responsible for any discrepancies, errors or omissions in the Drawings and information supplied by it whether such have been approved by HHI or not. VENDOR shall at its own expense carry out any alterations or remedial work necessitated by reason of such discrepancies, errors or omissions and modify the Drawings and information accordingly, or in case VENDOR should not comply promptly with any instruction in writing to remedy and the same be done by or on behalf of HHI by others, VENDOR shall bear all costs incurred therein including the costs incurred due to any delay to the main contract works of HHI. 17.8 Documents Mutually Explanatory Except if and to the extent otherwise provided by the Contract, the provisions of the following shall prevail over those of any other document forming part of the Contract. Subject to the foregoing, the several documents, forming the Contract, which are listed below shall be taken as mutually explanatory and shall be interpreted in the following order of precedence. (A) The Contract Agreement (Purchase Order) (B) The General Terms and Conditions (C) The Specification In case of ambiguities or discrepancies in the documents, VENDOR shall immediately notify BUYER in writing with respect to any perceived conflict between documents or the meaning of any part of the

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Contract documents before any part of the Work affected thereby is performed. BUYER shall determine the intent and meaning of such documents and such determination shall be final and binding upon BUYER and shall not constitute the basis for a change to the Contract Price or to the Delivery Date.

18 Claims, Liability and Indemnity 18.1 VENDOR shall defend and indemnify Indemnitees against all claims, demands, losses, costs, liabilities and expenses arising out of injury to or death of any person (including employees of VENDOR and Indemnitees) and damage to or destruction of any property, including property of the Indemnitees and VENDOR arising out of or in connection with this Contract, however caused regardless of the active, passive or concurrent negligence or negligence of any Indemnitee or others and regardless of whether liability without fault, or breach of express or implied warranty, is imposed or sought to be imposed on one or more of the Indemnitees. 18.2 Local Laws and Regulations VENDOR agrees to be subject to all applicable permits, concessions and clearances and all applicable laws and regulations, including those of the Country. VENDOR shall defend and indemnify Indemnitees against all liabilities, damages, claims, fines, penalties and expense of whatever nature resulting from VENDOR’s failure to comply with this Article 18.2. 18.3 Liens VENDOR shall promptly pay when due all obligations for labor and Material. VENDOR hereby waives its right to assert any liens and attachments, statutory, constitutional, common law or otherwise, on the Project Site and shall also discharge at once, or bond or otherwise secure against all liens and attachments which are filed by its Subvendors of any tier on account of labor performed for VENDOR or Materials furnished for VENDOR in connection with the Work, and shall defend and indemnify Indemnitees and the owners of the premises on which the Work is performed against all loss, damage, injury, liability and claims thereof resulting directly or indirectly from such liens and attachments. Any bond or security required under this Article shall be in addition to any retention or other security in lieu of retention as required elsewhere under this Contract. 18.4 Intellectual Property Rights VENDOR shall defend and indemnify Indemnitees against all loss, damage, injury, liability and claims thereof for any patent, trade secret, trademark or copyright infringement resulting directly or indirectly from VENDOR’s performance of the Work, including provision of Material and designs by VENDOR, and use of tools, methods and other equipment by or for VENDOR in any connection therewith. VENDOR shall reimburse BUYER fully for any royalties, damages or other payments that BUYER or COMPANY shall be obliged to pay. BUYER or COMPANY shall have the right to be present and represented by counsel, at its own expense, at all times during litigation and other discussions relating to claims of patent infringement arising pursuant to this Article 18.4. Neither Party shall settle or compromise any litigation without the consent of the other if such settlement or compromise obligates the other to make any payment or part with any property or assume any obligation or grant any license or other rights or be subject to any injunction by reason of such settlement or compromise. 18.5 Defense of Claims, Costs and Attorneys’ Fees in Connection with any Claims or Litigation 18.5.1 VENDOR shall, at its sole cost and expense, defend any and all claims which may be brought against it or against Indemnitees for acts or omissions for which VENDOR is obligated to indemnify Indemnitees, under this Contract including claims brought against VENDOR and any Indemnitee jointly and any and

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all suits and legal proceedings originating out of such claims. VENDOR shall accept and initiate such defense in a sufficiently timely manner so as to adequately protect the rights of Indemnitees but in no event later than thirty (30) days following written request by Indemnitee. 18.5.2 VENDOR shall promptly pay: (a) to any Indemnitee all costs and reasonable attorneys’ fees incurred by such Indemnitee resulting directly from any and all loss, injury, liability and claims for which VENDOR is obligated to indemnify such Indemnitee, and (b) exclusive of costs and attorneys’ fees incurred in connection with arbitration under Article 18, Indemnitees’ costs and reasonable attorneys’ fees incurred in enforcing the provisions of this Contract, or in any legal action in which BUYER or any Indemnitee prevails, in whole or in part, brought against VENDOR based on the breach of this Contract or to enforce an arbitration award. 18.6 Consequential Damages Notwithstanding any other provisions of this Contract, in no event shall either Party be liable to the other for any indirect or consequential damages which may be suffered by such Party in connection with the performance of this Contract, including, but not limited to, loss of profits, loss of product or loss of future business. 18.7 Duration and Extent of Indemnities All indemnity obligations in this Contract, including but not limited to the obligations contained in this Article 18 and its subsections, shall survive the termination of this Contract, regardless of the cause or reason for termination. All indemnities given in favor of a Party shall be deemed to extend to that Party’s affiliates and their respective officers, directors and employees and shall remain valid whether or not such claim arises in tort, Contract, statute or otherwise at law.

19 Insurance 19.1 Without in any way limiting VENDOR’s liability pursuant to Article 18 VENDOR shall maintain the insurances that may be required under applicable laws, ordinances and regulations such as Worker’s Compensation and/or Employer’s Liability Insurance and Automobile Bodily Injury and Property Damage Liability Insurance. 19.2 The above insurance shall include a requirement that the insurer provide BUYER with ten (10) days’ written notice prior to the effective date of any cancellation or material change of the insurance. The insurance specified in Sections 24.1.1 shall contain a waiver of subrogation against the Indemnitees and, if applicable, an assignment of statutory lien. 19.3 Before commencing any Work at the Project site, VENDOR shall provide BUYER with certificates or other documentary evidence of the following insurances, satisfactory to BUYER. 19.3.1 Worker's Compensation and/ or Employer's Liability Insurance as prescribed by applicable law of the VENDOR's country and any other country where the work is performed. 19.3.2 Automobile Liability Insurance with a combined single limit for bodily injury and property damage of US Dollars One Million (U$1,000,000.00).

20 Notices All notices and other communications under this Contract shall be in writing. Notices shall be delivered: by postal service, in person, facsimile or e-mail to the appropriate address indicated below or to such address specified from time to time by written notice to the other Party. Facsimile or E-mail shall not qualify as proper

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notice or formal communication without the confirmation of receipt by the other party. Notices shall be effective at the time of receipt at the address and to the attention of the person specified below. But, the time of receipt date is not cleared, the notices given shall be deemed received Four (4) days after dispatch by courier service or on the day of personal delivery, whichever occurs first. If to BUYER: Hyundai Heavy Industries Co., Ltd. # 1, Cheonha-Dong, Dong-Ku, Ulsan, Korea 682-792 Industrial Plant Purchasing Dep’t (JX40) Procurement Manager

If to Supplier: _________________________ _________________________ _________________________ _________________________

21 Termination 21.1 Termination for VENDOR’s Default. Should, in BUYER's reasonable opinion, VENDOR substantially default in any way in the performance of this Contract, including but not limited to failing to meet its confidentiality undertakings or failing, refusing or neglecting to supply sufficient Material, or tools, or properly skilled technical service engineer to complete the Work with reasonable diligence, and does not commence and diligently pursue satisfactory remedial action within ten (10) days after written notice of such default by BUYER to VENDOR, BUYER shall have, in addition to all other rights and remedies which BUYER may have against VENDOR, the right to terminate this Contract, in whole or in part, for cause, as provided below: 21.1.1 In the event BUYER exercises its right to terminate this Contract, VENDOR shall not be entitled to compensation in respect of the incomplete portion of the Work and, in addition, shall be liable to BUYER for all costs, expenses and other damages, including internal costs, caused by VENDOR's failure to perform. 21.1.2 In the event of termination under subpart 21.1.1 above, BUYER, at its sole option, may elect to accept partial performance or partially completed Work or Materials, which shall be paid for upon delivery and acceptance thereof at a price to be mutually agreed upon by the Parties and which price shall reflect the value of the partially completed Work or Material. Acceptance and payment by BUYER of any such Work or Materials shall not relieve VENDOR of any liability to BUYER hereunder. Title to such partially accepted Work shall pass to BUYER upon delivery and payment therefor. 21.1.3 VENDOR’s liability under this Article 21.1 (whether under contract, at law or otherwise but exclusive of tort remedies) shall not exceed an amount equal to One Hundred percent (100%) of the total Contract Price plus all payments made or due VENDOR including retention, at the time of default less an amount equal to the value of the Work performed by VENDOR as reasonably determined by BUYER. The Parties agree that nothing contained in this Article 21.1 shall be construed as limiting or affecting VENDOR’s obligations under Article 18 hereof. 21.2 Termination for VENDOR’s Insolvency. Should VENDOR or its creditors seek relief under any insolvency law, or if VENDOR is adjudged bankrupt, BUYER may at any time thereafter terminate this Contract for cause under the provisions of Section 21.1. Any payments due from VENDOR to Subvendors in connection with the Work may be made by BUYER directly to Subvendors, which payments shall be for VENDOR's account and shall be deducted from any amounts that may otherwise be due to VENDOR. 21.3 Termination for Force Majeure

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In the event a force majeure event prevents performance of the Work for a continuous period of Sixty (60) days or more, either Party may terminate this Contract. In the event of such termination, neither Party shall have further obligation to the other hereunder nor shall VENDOR be entitled to the portion of the Contract Price in respect of the Work not completed, prior to the occurrence of the event of force majeure. Provided however BUYER at its sole option may accept partially performed or partially completed Work, in which event VENDOR shall be paid the reasonable value of said partially performed or completed Work. 21.4 Termination for Convenience. 21.4.1 BUYER may, in its absolute discretion terminate this Contract either in whole or in part by written notice to VENDOR. The notice shall specify the extent to which the Work is terminated and the effective date thereof. Upon receipt of the notice, VENDOR shall take immediate steps to fully comply with the notice and to minimize all costs. 21.4.2 VENDOR may terminate its performance under this Contract if BUYER fully suspends, even after three (3) weeks notice from VENDOR, VENDOR's performance hereunder or causes a delay which fully suspends VENDOR's performance hereunder for a continuous period of one Hundred eighty (180) days, provided such suspension or delay is the fault of or caused by BUYER. Any delays occasioned by a direction from BUYER which results from a force majeure event as provided in Article 13.1 or any environmental or safety-related shutdown shall not be deemed to be the fault of or caused by BUYER. 21.4.3 Should termination as specified in Sections 21.4.1 or 21.4.2 above occur, then BUYER shall compensate VENDOR for the part of the Work completed, including materials provided, in conformity with the requirements of this Contract, plus an amount for reasonable and verified costs incurred by and profit due VENDOR in preparation for the part of the Work not yet performed and in shutting down its operations hereunder, provided, however that the amounts payable under this Section shall in no event exceed the unpaid part of the Contract Price. Notwithstanding any other provision of this Contract which may be to the contrary, VENDOR agrees that recovery of amounts due under this Section 21.4.3 shall be its sole and exclusive remedy in the event of termination pursuant to Sections 21.4.1 and 21.4.2 and hereby waives any and all claims to additional compensation or damages including without limitation any claim for profit or loss of profit on or attributable to the unperformed portion of the Work.

22 Arbitration All disputes, controversies, or differences which may arise between the parties, out of or in relation to or in connection with this Contract for the breach thereof, shall be finally settled in accordance with the Commercial Arbitration Rules by arbitration in Seoul, administered by the Korean Commercial Arbitration Board. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.

23 Governing Law This Contract shall be governed by and construed in accordance with the laws of the Republic of Korea.

24 Technical Service 24.1 The VENDOR shall dispatch suitably qualified engineer(s), at BUYER’s request, for installation, commissioning, start-up and other necessary technical service of the Goods to HHI yard and/or the Project site under this Contract. The number and discipline of engineer(s) and the period of stay at job site(s) shall be recommended by the VENDOR and agreed by the BUYER. Unless the Technical Service Charge is included in the Contract Price, the rate and charge shall be in accordance with Annex 2 Supplementary Contract for (Additional) Technical Service.

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24.2 BUYER has the right to assign to COMPANY the contract condition for the technical service which has been agreed in this contract.

25 Records VENDOR and its Subvendors of any tier shall maintain true and correct sets of records in connection with the Work and all transactions related thereto. VENDOR and its Subvendors of any tier shall retain all such records for a period of not less than twenty four (24) months after receipt of the Notice of Final Acceptance, except for those records which are not required to be so maintained by their nature.

26 Conflicts of Interest 26.1 No director, employee or agent of VENDOR or of any Subcontractor or Sub-Vendor of any tier of VENDOR shall give to or receive from any director, employee or agent of BUYER and COMPANY or any Affiliate any commission, fee, rebate, gift or entertainment of significant cost or value in connection with the Work, or enter into any business arrangement with any director, employee or agent of BUYER or COMPANY or any Affiliate other than as a representative of BUYER or COMPANY or its Affiliate, without BUYER’s prior written agreement. VENDOR shall promptly notify BUYER of any violation of this Article 26 and any consideration received as a result of such violation shall be paid over or credited to BUYER or COMPANY. Additionally, if any violation of this Article 26 occurring prior to the date of this Contract resulted directly or indirectly in BUYER’s consent to enter into this Contract with VENDOR, BUYER may, at BUYER’s sole option, terminate this Contract at any time and, notwithstanding any other provision of this Contract, pay no compensation or reimbursement to VENDOR for Work done after the date of termination. 26.2 Neither VENDOR nor VENDOR’s employees, agents, or Subcontractors of any tier, or their employees or agents, shall make any payment or give anything of value to any official of any government or public international organization, including any officer or employee of any government department, agency or instrumentality to influence his or its decision, or to gain any other advantage for BUYER, COMPANY or CONTRACTOR in connection with the Services performed hereunder. VENDOR shall immediately notify BUYER of any violation of this Article 26.2 and shall immediately reimburse BUYER out of any and all monies paid by BUYER to VENDOR, 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. VENDOR shall defend and indemnify BUYER or COMPANY from and against all losses and expenses arising out of such violation. In the event of any violation of this Article 25.2, BUYER may, at its sole option, terminate this Contract at any time and, notwithstanding any other provision of this Contract, pay no compensation or reimbursement to VENDOR whatsoever for any Work performed after the date of violation. 26.3 Any representative(s) authorized by BUYER may audit any and all records of VENDOR and any such Subcontractor or Sub-Vendor of any tier in connection with the Work and all transactions related thereto for the sole purpose of determining whether there has been compliance with this Article 26.

27 Safety 27.1 All safety-related measures and precautions which should be observed during handling, installation, commissioning, testing and operation of the Goods shall be conspicuously tabbed and arranged in a separately marked chapter in the manual. 27.2 A copy of safety measures to be taken in relation to transportation, installation, commissioning and operation shall be provided to HHI before delivery and a copy of the same shall also be packed together with each shipment..

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27.3 A warning/caution sign of black capital letters against bright yellow background shall be affixed to the Goods and/or parts, items or areas which are at risk for safety accidents or which should be handled with caution (e.g., explosive, inflammable, high pressure, high RPM, hot fluid, electrocution, toxic gas, poisonous fumes).

28 Entire Agreement and Amendments This terms and conditions and all attachments including Specifications attached hereto constitute the entire agreement between the Parties and supersedes all previous oral and written communications including, specifically and without limitation, the provisions of any bid, quote, proposal, or request therefor unless and only to the extent any such provision is expressly contained herein. No amendment to this terms and conditions shall be effective unless in writing and/or signed by both Parties.

In witness whereof, the parties hereto have entered into this Contract by their duly authorized representatives

VENDOR:

BUYER: Hyundai Heavy Ind. Co. Ltd.

Signature:

Signature:

Name:

Name:

Title:

Title:

Date:

Date:

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Annex 1. Shipping Instruction The export packing/crating, marking and preparation of the shipping documents shall be absolutely done as per this shipping instruction and unless otherwise specified.

1.

Delivery Terms FOB delivery terms on this Contract shall be in accordance with the INCOTERMS 2000 in force at the date of the Contract and based on fixed FOB base ports including container depots nominated by the BUYER’s forwarder(s) or shipping lines.

2.

Consignee, Notify Party and Shipper (Note#1) (A)

Consignee:

To Order of Chevron Nigeria limited for Hyundai Heavy Industries Co., Ltd. Contract No.: EGP-2002-19810032

Additional address 1) If Destination is Onne Port by sea or Port Hacout or Lagos Airport by air) Onne/Ikpokirir Oil and Gas Free Zone, Onne, Nigeria 2) If Desintation is others (not Onne) by sea No.2 Chevron Drive, Lekki, Lagos, Nigeria

3.

(B)

Notify Party:

Hyundai Heavy Industries Co., Ltd. Nigeria #3 Evo Road GRA PhaseⅡPort Harcourt, Rivers State, Nigeria

(C)

Shipper:

VENDOR’s Name on behalf of Hyundai Heavy Industries Co., Ltd. VENDOR’s full address with Phone number.

Destination (Note#1) Sea Freight : Air Freight :

4.

Onne Oil and Gas Free Zone in Port Harcourt, Nigeria or Lagos or Warri Port, Nigeria Port Harcourt Airport, Nigeria or Lagos Airport, Nigeria

Packing & Shipping Mark The Goods shall be properly packed and/or protected as appropriate to the Goods supplied and the method of transportation and provided with stays to ensure adequate protection during transport by ship, air and/or road. VENDOR will be fully responsible for any damage that arises through inadequate packing. Each unit within a package or shipping container shall be clearly marked by stamping, tagging or other suitable means with VENDOR’s part numbers and/or assembly drawing item numbers and also the tag numbers which may be designated by HHI Spare parts shall be packed separately from the Goods which they are referred to.

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The outside of each package and/or protective device shall be clearly marked as follows and marking shall be done on both sides of the packages with black color, unless otherwise provided.

CNL ONNE, LAGOS or WARRI Nigeria

CNL ONNE FREE ZONE (ONNE PORT COMPLEX) Project Contract No. : EGP-2002-19810032 Project : EGP3 Contract No : Description :

CNL

Port Harcourt or Lagos Ni

i

Tag No.: Packing No.: Gross W’t: Dimension: Center of Gravity : Country of Origin: (Sea Freight)

5.

(Note#1)

(Air Freight)

Shipping Documents 5.1. Shipping documents mentioned in this Contract comprise the following: -

Clean on board Bill of Lading or Airway Bill Commercial Invoice Packing List Combined Certificate of Value and Origin

5.2 Bill of Lading or Airway Bill shall include the followings; (A) Consignee, Notify Party and Shipper as above Clause 2. (B) a statement on “Chevron Nigeria Limited’s Project Duty Exemption.” (C) a statement that “All materials/items are required for Chevron Nigeria Limited’s Operation.” (D) a statement that “Import of Record: Chevron Nigeria limited” (E) gross weight and measurement in metric unit. 5.3 Commercial Invoice and Packing List (A) Commercial Invoice shall show full details of the Goods including the itemized unit price, consistent with Contract Price, HHI’s Contract Number, Tag Number, Letter of Credit Number (if applicable), country of origin, etc. (B) Packing list shall show the detailed contents of each package including number and quantity, net and gross weight, extreme outside dimension in Metric Unit, etc.; for each package. One copy of packing list shall be included in each package. 5.4. Combined Certificate of Value and Origin Combined Certificate of Value and Origin shall have following details. z Full name and addresses of manufacturer, supplier or exporter as applicable. z Full name and address of COMPANY z The agreement number

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z z z z z z z z

Unit and total prices of the goods Weight and measurement in metric units Packing charge Freight charge Commissions (Confirming, Buying, etc.) Total charges and total FOB and C&F (CFR) A Statement that “all materials/items are required for Chevron Nigeria Limited Operation.” A Statement that “Chevron Nigeria Limited’s Project Duty Exemption.”

5.5 Proforma Invoice and Pre-Shipment Inspection (A) VENDOR shall submit Proforma Invoice giving a designated or appropriate description and price information by e-mail to HHI Purchasing Department two (2) months before shipment to take the procedure of customs clearance in Nigeria. (B) VENDOR shall arrange the Pre-Shipment Inspection including submission of document of “Combined Certificate of value and Origin(CCVO)” and physical inspection, legally check and checking of customs data as per Nigerian Customs Law and International Trade Regulation, unless otherwise provided. 5.6 Submission of Shipping Documents VENDOR shall submit the documents as follows, by courier service, to the Notify Party, HHI Ulsan and Bank (if applicable) respectively not later than five (5) days after each shipment. (A) To Notify Party (HHI-Nigeria) (1) Two (2) Originals of Bill of Lading and three (3) copies (2) Two (2) Originals of Signed Invoice and three (3) copies (3) Two (2) Originals of Packing List and three (3) copies (4) Five (5) Originals of Combined Certificate of Price and Origin. (B) To HHI Ulsan (1) Two (2) Copies of Bill of Lading (2) Two (2) Copies of Signed Invoice (3) Two (2) Copies of Packing List (4) Two (2) Copies of Combined Certificate of Price and Origin. (5) VENDOR’s Confirmation Letter including Tracking B/L certifying the documents in above (A) have been delivered to HHI Nigeria. (C) To Bank for Negotiation Documents of Letter of Credit, if applicable. (1) One (1) Originals of Bill of Lading (2) Two (2) Originals of Signed Invoice (3) Two (2) Originals of Packing List (4) One (1) Copy of Combined Certificate of Price and Origin. (5) VENDOR’s Confirmation Letter including Tracking B/L certifying the documents in above (A) have been delivered to HHI Nigeria.

To Bank Clean Bill of Lading Commercial Invoice Packing List Combined Certificate *1 Confirmation Letter

1 original 2 originals 2 originals 1 copy 1 copy

to HHI Ulsan HHI, Ulsan 2 copies 2 copies 2 copies 1 copy 1 copy

to HHINigeria HHI, Nigeria 2 originals+ 3 copies 2 originals + 3 copies 2 originals + 3 copies 5 originals not applicable

(*1: Combined Certifcate means Combined Certificate of value and Origin)

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Address of HHI, Ulsan, Korea: Hyundai Heavy Industries, Co., Ltd. 1 Cheonha-Dong, Dong-Ku, Ulsan, Korea South Plant Purchasing Dept. (JX40) Mr. Purchasing Manager

Address of HHI, Nigeria: Hyundai Heavy Industries Co., Ltd. Nigeria #3 Evo Road GRA PhaseⅡPort Harcourt, Rivers State, Nigeria (To be fixed later)

6.

7.

8.

Wooden Packing Material 6.1

The wooden cases you use must be stamped with the symbol mark as shown ISPM No 15 approved by IPPC, 2 digit country code of ISO, identification number issued by the export countries’ governments or their authorized agencies, and the abbreviation of the antiseptic treatment method certified by IPPC (ex. HT, MB).

6.2

The wooden cases made of needle shape leaf tree originated from one of the countries, Japan, China, Taiwan, United-States of America, Canada, Mexico and Portugal are permitted only when they complete the Heat Treatment. (Minimum 56oC, 30 minutes at the core of the applied wood).

Booking & Shipping Advice 7.1

VENDOR shall give information on the cargo ready date with details of cargo to BUYER and BUYER’s forwarding agent for the vessel arrangement at least twenty (20) days before cargo is ready.

7.2

VENDOR shall inform BUYER of booking/shipping schedule by fax or by e-mail as soon as the cargo is booked/shipped on the vessel nominated by BUYER or BUYER’s forwarding agent, but not later than one (1) week after booking. This shipping advice shall contain loading port, vessel name, ETD and ETA, cargo volume/weight, invoice amount, etc.

Ancillary Charge All banking and FOB charges including Bill of Lading charges incurred in VENDOR’s country shall be to VENDOR’s account.

Note#1 : MUST be reconfirmed before making Shipping Documents.

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Annex 2. Supplementary Contract for Additional Technical Services In connection with Contract No. (LOI No): JA-EGP-ICxx for the supply of (Equipment Name) (hereinafter referred to as the Purchase Order) between BUYER and VENDOR, both parties have agreed to make the Supplementary Contract for Technical Service as follows. This Contract shall be valid until the expiry date of guarantee period set forth in the Purchase Order. 1.

Technical Service Contract No.:

2.

Scope of Service VENDOR shall provide its suitably qualified engineer(s) for the period requested by BUYER with its own assessment of necessity for installation, commissioning, Start-up and any other technical service for the Goods in the Purchase Order.

3.

Fees and Charges for the Service BUYER shall pay fees and charges for the service in accordance with the following terms and conditions. 3.1

Basic Rate 1) Onshore Technical Service in Nigeria Basic rate, Premium rate shall be based on Ten (10) hours per day. Overtime rate is for work in excess of Ten (10) hours per day: a) Basic rate b) 0vertime rate

4.

: US$ : US$

/ day /working hour

3.2

Cost of round air tickets (economy class) shall be borne by the BUYER.

3.3

All accommodations and meals during stays, and local transportation at job site in Nigeria or in Korea for BUYER’s purpose shall be provided by BUYER in accordance with BUYER’s practice for supervision works.

3.4

No fees or charges other than the above shall be borne by BUYER.

3.5

Withholding tax within VENDOR’s country shall be borne by VENDOR.

Payable Period 4.1

The payable service period for workday shall start from the time of arrival at BUYER’s premises or at the job site in Nigeria and shall cease on the time of departure from BUYER’s premises or

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from the job site in Nigeria. However, two (2) working days based on the basic rate above for travel time to Korea or the job site in Nigeria and for repatriation shall be added to the payable period. 4.2

5.

Any waiting time due to BUYER’s failure to make necessary arrangement for the required service shall be counted as working time. Provided any waiting time due to VENDOR’s fault shall be for VENDOR’s account.

Payment Payment for service shall be made by telegraphic bank transfer within two (2) months after receipt of the following documents: 5.1

Invoice: 3 sets -

-

Full name, date of birth and passport number of engineer shall be included. Rates and charges shall be in accordance with Clause 3 hereof. Payable period shall be in accordance with the daily work reports duly countersigned by BUYER during the engineer’s stay at the job site. Actual cost of air tickets shall be invoiced.

5.2

Copy of the passport showing Korean or Nigerian immigration immigration/emigration date stamps and engineer’s photograph and name: 2 sets.

officer’s

5.3

Daily work reports countersigned by BUYER: 2 sets

5.4

Copy of the round air tickets and their payment invoice and/or receipt for deputed engineer(s).

5.5

The invoice issued by traveling agent is not accepted.

(Note) If/when there is any difference or discrepancy in the above documents, payment shall be made within two (2) months after VENDOR’s compliance with the above or by mutual agreement between both parties. 6.

Request for Technical Service Technical service requested from BUYER shall be made to VENDOR at least two (2) weeks prior to the required date of service engineer at the job site. In case of urgent request without one week’s prenotice, however, VENDOR shall make its best endeavors to dispatch the service engineer within the date required by BUYER.

7.

Tools and Equipment for Technical Service All usual tools and equipment required for technical service shall be provided by BUYER. Any special tools and equipment required for technical service shall be provided by VENDOR. In case VENDOR’s

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engineer has to hand-carry any tools, necessary parts and/or materials for the service, he is required to carry his company’s document, i.e., invoice and packing list with him for the customs clearance at the airport. The wording “Value for the Customs Purpose Only” should be written in the invoice for the tools, parts and/or materials and if the tools shall be sent back, the wording “For Re-Export” and “No Commercial Value” should be shown in the invoice. 8.

Other Conditions 8.1 The engineer shall wear VENDOR’s company uniform with name tags and shall observe BUYER’s and COMPANY’s company regulations during the working hours. 8.2 Article 9 Guarantees of Terms and Conditions of Contract shall be applied to all repair works and/or engineering services after complete erection, commissioning and tests. 8.3 VENDOR shall indemnify BUYER against all third party claims and proceedings in the same terms and conditions as set forth in Article 18 of Terms and Conditions of Contract as if all the same were reproduced herein. 8.4 During installation, commissioning and any other supervision works being done at the job site, VENDOR shall take whole obligation for security and safety and have the Insurance for travel and workings at its cost under its risk and responsibility.

In the event VENDOR fails to dispatch qualified service personnel it shall be deemed to be a breach of the Purchase Order referred above and BUYER may, without prejudice to any other method of recovery, draw full amount of Performance and Guarantee Bond set forth in the Purchase Order. In witness whereof, the parties hereto have entered into this contract by their duly authorized representatives. VENDOR:

BUYER: Hyundai Heavy Industries Co. Ltd.

Signature:

Signature:

Name:

Name:

Title:

Title:

Date:

Date:

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1, CHEONHA-DONG, DONG-KU, ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3471

Exhibit A – Conditional Waiver and Release Upon (Milestone) Payment

This Waiver and Release covers the Project Payment Milestone No. (or Invoice No.): e.g. 1234567 entitled Equipment Name and/or Service with the actual milestone completion date of MMM.DD.YYYY and hereby signifies receipt by the undersigned of a check, Letter of Credit or wire transfer from Hyundai Heavy Industries Company, Limited in the sum of $xxx,xxx (or with Other Currency with Payable Amount) payable to VENDOR’s Name and further signifies that funds have been properly disbursed to the undersigned. This Waiver and Release shall release pro tánto any mechanic's lien, stop notice or bond right the undersigned has on the job of Chevron Nigeria Limited located at Escravos, Nigeria for the period described above. This Waiver and Release covers a progress payment for labor, services, equipment or material furnished to Hyundai Heavy Industries Company, Limited through VENDOR’s Name only and does not cover any retention or items furnished after said date.

[VENDOR’s Name]

WITNESS

By:

By:

Name:

Name: (Print)

(Print)

Title:

Title:

Date:

Date:

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1, CHEONHA-DONG, DONG-KU, ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3471

Exhibit B – Performance / Guarantee Bond To:

Hyundai Heavy Industries Co., Ltd. 1, Cheonha-Dong, Dong-Ku, Ulsan, Korea

Attn:

Senior Purchasing Manager Industrial Plant Purchasing Dept. (JX40)

Date:

Dear Sir, “Irrevocable letter of guarantee no.____________ “we hereby issue our irrevocable letter of guarantee no.__________ in your favor for account of ___________(hereinafter called the “accountee”) up to the aggregate amount of USD____________(U.S. Dollars)_____________________________________only) as a Performance/Guarantee Bond for the reimbursement of above amount to cover the contractual guarantee of the Goods under the Contract No._________ dated _________ for“_______________ “ at a total price of USD________________________(U.S.Dollars___________ only). We undertake to pay you up to the said amount on receipt of your first demand in writing stating that the accountee has not fulfilled the obligations under the aforementioned Contract and without contestation and without the necessity of any proceedings whether judicial or otherwise-being instituted. This letter of guarantee shall be valid until_____________________________: thereafter this guarantee shall become null and void, even if this letter of guarantee is not returned to us. Upon receiving your reimbursement claim under this guarantee, the remittance shall be made by telegraphic transfer through the bank designated by you. Yours faithfully,

(Authorized signature)

(Bank Name and Address)

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Exhibit C – Repayment Guarantee Bond

To

:

Attn. :

Hyundai Heavy Industries Co., Ltd. 1, Cheonha-Dong, Dong-Ku, Ulsan, Korea 682-792 Senior Purchasing Manager Industrial Plant & Engineering Purchasing Dept (JX40)

Date :

Dear Sir, We, the undersigned (Name and Address of the Bank), have made due note of Contract No. dated (hereinafter referred to as the Contract), concluded by yourselves (hereinafter referred to as HHI) and (hereinafter referred to as Seller) for design, engineering, procurement, fabrication, coating, transportation, installation, testing, commissioning with total Contract value of USD. In accordance with the Contract, HHI is obliged to effect progress Payments. Taking into consideration of the above, we hereby irrevocably and unconditionally undertake to refund you any amount stated hereunder on your simple demand accompanied by the written declaration (fax. included) that Seller has failed to fulfill the agreed Contract obligation. Simple declaration from HHI shall be accepted by us as conclusive evidence that the amount claimed is due to HHI. The Claim, if any, must be made by telex, fax, or letter to reach us not later than on the expiry date of the Repayment guarantee. The Payment under this Repayment Guarantee shall be made by ourselves without deductions for and free of any taxes, imposts, levies or duties present or future of any nature outside of Korea. It is further Guaranteed by us that the Payment under this Repayment Guarantee shall be made by us within 7(seven) days from the receipt of your written demand (telex/fax included) making reference to this guarantee. The validity of this Repayment guarantee will expire upon last Shipment of Goods from Seller plus one month (to be specified later). This Repayment Guarantee is to remain in force from the date of issuance up to the date of expiration not withstanding and change in the structure of the Contract or of the Bank. Upon expiration of this Repayment Guarantee, or on the settlement of all Claims, this Repayment Guarantee shall be returned to us without any request on our part. Yours faithfully,

Authorized Signature of Bank, Name, Position of Bank.

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1 CHEONHA-DONG, DONG-KU, ULSAN, KOREA

EXHIBIT 10

TEL: +82-52-230-2501 FAX: +82-52-230-3471

SHORT LIST FORM FOR TBE DATE:

TO:

FROM:

RFQ NO.:

BID CLOSING DATE:

MATERIAL DESCRIPTION:

Attached are a preliminary price, delivery & technical comparison of all quotations received on the above referenced RFQ from which, we propose to shortlist the following bidders:

1.

__________________________________________________________

2.

__________________________________________________________

3.

__________________________________________________________

4.

__________________________________________________________

Distribution:

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Exhibit 11

EGP3 ONSHORE PROJECT Award Recommendation & Commercial Bid Evaluation for Metering System

DOCUMENT NO. ONS-HHI-GP-AWR-IC-0003

A

20-Jan-06

Issued for Review

JHK

HML

SYC

REV

DATE

ISSUE STATUS CODE

ORIG

CHK

APPR

CONTRACTOR APPROVAL:

COMPANY

COMPANY APPROVAL:

C.H.Park – Project Manager DATE:

DATE: 20-Jan-06 CONTRACTOR document number: COMPANY Document Number Engineering Technical:

Equipment Tag (if applicable):

Project

Originator

Area/Loc

Type

Disc

Seq. No.

ONS

HHI

GP

AWR

IC

0003

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Sheet

EGP3 Onshore Project

Award Recommendation and CBE for Metering System ONS-HHI-GP-AWR-IC-0003

Revision Log Rev. No.

Rev. Date

Revised Page

Revision Description

A

20-Jan-06

-

Issued for Review

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EGP3 Onshore Project

Award Recommendation and CBE for Metering System ONS-HHI-GP-AWR-IC-0003

1.

INTRODUCTION This report is the summary of the Award Recommendation and Commercial Bid evaluation of the bid obtained from Bidders for Metering System to be installed for EGP3 Onshore Project of Chevron Nigeria Limited in Escravos, Delta State, Nigeria.

2.

BID EVALUATION BASIS The bids were reviewed and evaluated based on the requirements of Requisition ONS-HHI-GP-REQ-IC-0003 and Technical Evaluation Report.

3.

BIDDERS The proposals of the Bidders as in the appendix 2 CBE were analyzed and evaluated from the commercial point of view.

4.

COMMERCIAL COMPARISON The Commercial Bid Summary (Appendix 2) compares the detail commercial points of each bidder.

5.

COMMERCIAL CONCLUSION Daniel Measurement and Control, Inc/USA shall be the Low Bidder Technical Acceptable and HHI would like to release PO with the Vendor as in the Award Recommendation (Appendix 1)

6.

APPENDICES

Appendix 1

Award Recommendation

Appendix 2

Commercial Bid Summary

Appendix 3

Terms and conditions (Awarded Bidder)

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INDUSTRIAL PLANT AND ENGINEERING DIVISION

1 CHEONHA-DONG, DONG-KU ULSAN, KOREA TEL: +82-52-230-2501

Appendix 1 AWARD RECOMMENDATION for Metering System (RFQ No.: ONS-HHI-GP-RFQ-IC-0003) 1. BIDDER SUMMARY No

Bid List (Vendor Name)

Vendor Location

Bids Received

Bids Fully Evaluated

Bids Technically Acceptable

1

Daniel Measurement and Control, Inc.

USA

Yes

Yes

Accepted

2

FMC TECHNOLOGIES AG

USA

Yes

Yes

Accepted

2. COMPANY REVIEW PRIOR TO PO: N/A

3. RECOMMENDED BIDDER: HHI recommends purchase order award to: Daniel Measurement and Control, Inc /USA As evaluated in CBE as attached. Bidder meets all technical, commercial, and schedule requirements of the Project, with exception as follows.

Compliance with Project Requirements Technical: a) Exceptions to Technical Specification Exception List to Technical Specification: attached in TBE Report with document No. ONS-HHI-GP-EVL-IC-0003 Commercial:

a) Exceptions to Commercial Terms and Conditions See attached agreed Terms and conditions

Schedule:

Delivery (FOB Houston) Required on Site

4. SPARE PARTS: Category:

: 30-September-2006 : 20-January-2007

Spares Holding Recommended by Vendor (Yes / No) Yes

Price Validity Period

Insurance Spare Parts

Yes

N/A

2/3 Years Operational

N/A

Commissioning & Start-Up

N/A

Shipment of Main equipment

5. VENDOR SERVICES: ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

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INDUSTRIAL PLANT AND ENGINEERING DIVISION

1 CHEONHA-DONG, DONG-KU ULSAN, KOREA TEL: +82-52-230-2501

Appendix 1 AWARD RECOMMENDATION for Metering System (RFQ No.: ONS-HHI-GP-RFQ-IC-0003) Category: Site Services

Full (priced) terms available (Yes / No) Yes

Warranty Period

Yes

Warranty Period

Training

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Price Validity Period

Page 91 of 131

Appendix 2 INDUSTRIAL PLANT AND ENGINEERING DIVISION

COMMERCIAL BID SUMMARY for Metering System (RFQ NO: ONS-HHI-GP-RFQ-IC-0003) No.

Descriptions and/or Requirments

item

Vendor's Bid

1. RFQ NO. (HHI Internal)

Daniel Measurement and Control, Inc./USA

FMC TECHNOLOGIES A.G

3. Quotation No.

0511-3477

FTAG-S2711

4. Bid Date

2005-11-09

2005-11-10

Daniel Measurement and Control, Inc./USA

Corpus Christi, Texas

FOB Houston

FOB Houston

26-30 Weeks after Return of Approval Dwgs.

30 Weeks after approval of design drawings

Yes

Yes

2. Bidder Name/Country

5. Manufacturer's Name and Location/Country, if different from A2 in above.

9. Shipping Point (Port of Exit) and Terms of Payment

A

General

JQ-EGP-IC03

10. Quoted Delivery

11. Has Vendor quoted all items as per MR?

12. Payment terms: 1) 90% L/C opened one (1) month prior to delivery 2) 10% T/T after Vendor data completion.

Daniel requests progress payments

We request a 90/10 L/C, 90% on delivery, 10% on submission of final documents, L/C to be operable 4 weeks after P.O. award. Confirmed, subject to FMC being advised of the reason to cash the bond and being given an opportunity to rectify.

13. Performance/Warranty Bond: 10% issued within 30 days from PO with Validity of Guarantee Period

Agreed

14. Guarantee Period: 12 months from the date of final acceptance certificate of the project issued by the COMPANY (CNL) or 36 months from shipment, whichever comes first.

Agreed

18 months from Delivery

15. Liquidated Damages: 1) Late Delivery: 0.2% / day, max. 10% 2) Late Submission of Vendor Data: 0.1%/day, max. 5%

Agreed

Late Delivery only, 0.5% per week to 5%

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Appendix 2 INDUSTRIAL PLANT AND ENGINEERING DIVISION

COMMERCIAL BID SUMMARY for Metering System (RFQ NO: ONS-HHI-GP-RFQ-IC-0003) No.

Descriptions and/or Requirments

item

Vendor's Bid

1. Total Price for Equipment, only excluding below no. B2 ~ B10

Quoted

Quoted

2. Test, Inspection, FAT and SIT, if applicable

Included

SIT at service rate

3. Special tools, if applicable (itemized price list shall be submitted)

Included

Quoted

4. Total Price for Start-up & Commissioning Spare Parts (itemized price list shall be submitted)

Included

Quoted

N/A

N/A

6. Packing Cost

Included

Quoted

7. FOB Charge to Port of Final Exit for Export

Included

Quoted

8. Supervision Fee for (20 days/2 round trips) as Lumpsum: all cost included

Included

Quoted

N/A

N/A

Priced and Lowest

Priced however Highest

U$82,500.00

U$38,000.00

Priced and Lowest

Priced however Highest

5. Total Price for Insurance Spare parts, if applicable. (itemized price list shall be submitted)

B

PRICE

9. Training Fee for (

days) as Lumpsum: all cost included

10. Others, not included in above, if applicable TOTAL AMOUNT (for HHI Vendor Selection Criteria) 11. Optional Price for two (2) years Operational Spare parts (But 3 Years Operations for FSO) (itemized price list shall be submitted)

TOTAL AMOUNT (U$) C

INSPECTION LEVEL

D

Vendor Data Submission Schedule

E

Shop Capacity

F

Additional TECHNICAL SERVICE

G

TRAINING SERVICE

H

SPARE PARTS

I

OTHERS

as per Material Requisition 1. VDRL, ITP: 2 weeks 2. Critical Data (P&ID,GA,Wiring Diagram etc): 6 weeks 3. E & I Schematic Drawings: 10 weeks Vendor is required to confirm that Vendor and its sub-vendors have necessary shop capacirty to meet the required delivery date. 1. Onshore Service (10 working hours/day) 2 Overtime Rate (Excess of 10 working hours/day) according to the Supplementary Contract as per Annex 2 in T&C Validity: up to the end of warranty If required, Vendor to confirm that training service will be provided at vendor's facility, onshore and offshore and Itemized price list shall be submitted with validity. 1. Start-Up and Commissioning 2. Two (2) years Operational Spares 3. Insurance Spare Parts, if applicable All other terms & Conditions shall be as per HHI's Terms & Conditions.

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

Agreed

Confirmed. Materla certificates 3.1b

Agreed

Confirmed. Except for VDRL 4 weeks

Confirmed

Confrimed

$1,250per 10hr day plus Expenses

U$1,680/day

$125.00per hour

U$180/Hour

$1,500.00per day plus Expenses Agreed

agreed

same as above

same as above

$27,000.00 $82,500 N/A

$4,000.00 $38,000 N/A

Confirmed but with exception

Confirmed but with exception

Page 93 of 131

1, CHEONHA-DONG, DONG-KU, ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3471

Appendix 3

TERMS AND CONDITIONS OF CONTRACT

TABLE OF CONTENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29

Definitions............................................................................................................................................2 Contract Price......................................................................................................................................3 Delivery Date .......................................................................................................................................3 Terms of Payment ...............................................................................................................................3 Performance/Guarantee Bond.............................................................................................................4 General Obligation...............................................................................................................................4 Variations.............................................................................................................................................5 Progress Report ..................................................................................................................................5 Guarantees..........................................................................................................................................5 Liquidated Damages............................................................................................................................7 Inspection, Tests and Certificates .......................................................................................................7 Risk and Title.......................................................................................................................................8 Force Majeure .....................................................................................................................................8 Subcontract and Assignment...............................................................................................................9 Confidentiality and Photography..........................................................................................................9 Taxes and Duties...............................................................................................................................10 Contract Documents and Vendor Data..............................................................................................10 Claims, Liability and Indemnity ..........................................................................................................11 Insurance...........................................................................................................................................12 Notices...............................................................................................................................................13 Termination........................................................................................................................................13 Arbitration ..........................................................................................................................................14 Governing Law ..................................................................................................................................14 Technical Service ..............................................................................................................................14 Records .............................................................................................................................................15 Conflicts of Interest............................................................................................................................15 Safety ................................................................................................................................................15 Total Liability......................................................................................................................................16 Entire Agreement and Amendments .................................................................................................16

Annex 1. Shipping Instruction ...................................................................................................................17 Annex 2. Supplementary Contract for Additional Technical Services.......................................................21 Exhibit A – Conditional Waiver and Release Upon (Milestone) Payment.................................................24 Exhibit B – Performance / Guarantee Bond..............................................................................................25 Exhibit C – Repayment Guarantee Bond..................................................................................................26

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The following Terms and Conditions shall govern and have effects as an integral part of the Contract entered into by BUYER and VENDOR.

1

Definitions In the Contract, as hereinafter defined, the following words and expressions shall have the meanings hereby assigned to them except where the context requires otherwise: A. “BUYER” or “HHI” means Hyundai Heavy Industries Company Limited who will employ VENDOR and the legal successors in title to the “HHI” or “BUYER” but not, except with the consent of VENDOR, any assignee of “HHI” or “BUYER”. B. “COMPANY” means “Chevron Nigeria Limited (CNL)” that has contracted with HHI for the provision of the project. C. “Contract” or “Purchase Order” means the whole agreement executed between HHI and VENDOR to perform the Works and/or includes the Contract Documents consisting of the Terms & Conditions of Contract, Specifications, Drawings, etc. D. “Contract Price” means Lump Sum Prices and Payments for the design, execution and completion of the Work, the remedying of any defects and includes any adjustments determined in accordance with the terms of this Contract. E. “Delivery Date” means the date of shipment on board at the loading port or the date when VENDOR deliver the Goods to the named place in the Purchase Order as specified by INCOTERMS 2000. F. “Indemnitee(s)” means collectively and individually, BUYER and/or each member or affiliate of the COMPANY, and any director, agent, representative or employee of any of them but does not include VENDOR or Subvendor(s) of any tier. G. “Materials” or “Goods” means all material, supplies and equipment, apparatus, materials, articles, drawings, calculations, documents, manuals, and all deliverables necessary for the performance of the works in this Contract. H. “Month, Week, Day” means calendar month, calendar week and calendar day. I.

"Notice of Final Acceptance" means the notice from COMPANY to BUYER advising BUYER that all work has been properly performed and has been successfully completed, and as evidenced by COMPANY issuance to BUYER of a duly executed certificate of Final Acceptance whereby the guarantee period shall be for twelve (12) calendar months from the date of the COMPANY’s issuance of the notice of Final Acceptance.

J.

“Party” or “Parties” means BUYER or VENDOR or both of them.

K. “Project” means “ENGINEERING ESCRAVOS GAS PROJECT PHASE 3 (EGP3) Escravos, Nigeria for Chevron Nigeria Limited” to be installed in Nigeria, pursuant to the main Contract between HHI and COMPANY. L. “Specifications” mean the technical specifications of Material Requisition or Purchase Order Requisition to be attached to the Purchase Order and which are hereby made a part of this Contract. M. “Subcontractor” or “Subvendor” means any supplier or manufacturer of materials, goods, equipment or services employed by VENDOR for its performance of the Works.

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1, CHEONHA-DONG, DONG-KU, ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3471

N. “VENDOR” or “SUPPLIER” means the person or persons, firm partnership, corporation or combination thereof engaged by BUYER in the performance of the Work or any part thereof including its successors and permitted assigns. O. “Vendor Data” means drawings, manuals, part lists, the other technical data and documents of all kinds to be provided by VENDOR in compliance with the Vendor Data requirements of BUYER’s Specifications. P. “Works” means, unless the context otherwise requires, all work and services required to be performed by VENDOR to fully comply with this Contract covering supply of the Goods, the Vendor Data, engineering services for installation, commissioning and field performance testing (including special tools and parts necessary thereof) and remedy of defects, as well as training. Where the context so requires, the singular shall include the plural and vice versa.

2

3

4

Contract Price 2.1

The Contract Price covers all the obligations of HHI against full performance of all of VENDOR’s obligations under this Contract.

2.2

The Contract Price is fixed and deemed to include, and VENDOR shall directly pay, export taxes and duties, fees, charges or assessments of any nature levied by any governmental authority in connection with this Contract and shall not be subject to adjustment for inflation, currency exchange fluctuation or any other adjustment whatsoever through completion of the entire Works against this Contract, unless otherwise provided herein.

2.3

All banking charges including postage of fiscal stamp duty or other charges incurred in the VENDOR’s country shall be to the VENDOR’s account.

2.4

In the event that Letter of Credit is amended, due to causes attributable to VENDOR, then all additional expenses therefor the amendment of Letter of Credit therefrom shall be to VENDOR’s account.

2.5

The trade terms shall be in accordance with the INCOTERMS 2000.

Delivery Date 3.1

The Delivery Date shall not be altered without the prior written consent of BUYER. Should VENDOR propose any alteration to the Delivery Date it shall immediately notify BUYER stating the reasons for the proposed changes; the Contract Delivery Date shall stand unaltered unless BUYER consents to any proposed change in writing.

3.2

The delivery terms, packing and shipping mark, etc. shall conform to ANNEX 1 Shipping Instruction, attached hereto and which forms part of this Contract.

Terms of Payment 4.1

Unless otherwise provided, the total Contract Price shall be paid in the following manner. 4.1.1

Ten percent (10%) of the Contract price shall be paid by wire transfer within 30 days upon receipt of Seller’s critical vendor data (VDRL, ITP, PNID if any and General Arrangement

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4.1.2

4.1.3

4.1.4

5

6

Drawings) and performance / warranty bond equivalent to 10% of the total contract price, which shall be as per Clause No. 5 Performance / Warranty Bond and Repayment Guarantee Bond. Upon Seller’s request, Forty percent (40%) of the Contract price shall be paid by an irrevocable letter of credit negotiable at sight against the invoice, supporting documents including Seller’s un-priced PO copies for major materials and Repayment Guarantee Bond. Forty percent (40%) of Contract price shall be paid by an irrevocable Letter of Credit at sight to be established one (1) month prior to the shipment, negotiable against the shipping documents as per Attachment I, Annex 1. shipping instructions. Ten percent (10%) of Contract price shall be paid by Telegraphic Transfer within 30 days upon receipt of Vendor data Completion Certificate issued by HHI as per the Vendor Data Requirement of technical purchase specification.

4.2

Any advance Payment before shipment requires Repayment Bank Guarantee covering full amount of advance payment and valid till the contract delivery date.

4.3

All Banking Charge including postage or fiscal stamp duty or other charges incurred outside Korea shall be to the Seller’s account.

4.4

VENDOR shall also submit lien waiver(s) substantially, in issuance of the Invoice, in the form attached as Exhibit A – Conditional Waiver and Release Upon (Milestone) Payment to BUYER in an amount exceeding Two Hundred Fifty Thousand U.S. Dollars ($250,000) or the equivalent in other currencies in the payment or total Contract Price, unless a lesser minimum amount is otherwise advised by BUYER or provided with this Contract.

Performance/Guarantee Bond 5.1

Within Thirty (30) days after the contract is made, VENDOR shall provide a Performance/Guarantee Bond to BUYER for the amount equivalent to Ten percent (10%) of the Contract Price in the form of an unconditional and irrevocable Documentary Credit, substantially in the form attached as Exhibit B – Performance/Guarantee Bond. This bond shall be submitted through Korea Exchange Bank, Kye-dong Branch to BUYER. The bond shall remain valid until the expiry of the guarantee period, unless otherwise provided, specified in the Article 9 below, and the draft of the bond shall be submitted to BUYER for review and approval prior to its issuance. VENDOR shall bear all costs in connection therewith.

5.2

The Performance/Guarantee Bond shall be payable without contestation upon the first written request of BUYER.

5.3

If HHI shall consider itself entitled to any claim under the Bond it shall forthwith so notify VENDOR specifying the default of VENDOR upon which it relies. Should VENDOR fail to remedy such default forthwith upon the receipt of such notice HHI shall be entitled to require the Bond to be forfeited to the extent of the loss or damage incurred by reason of the default as determined ex-parte by HHI.

General Obligation VENDOR shall, subject to the terms and conditions of the Contract, deliver the Goods and Vendor Data with due care and diligence within the time agreed by both parties and provide the engineering service thereof and special tools and parts necessary therefor and carry out its obligations, so far as the same is specified in or is to be inferred from the Contract. In addition, VENDOR shall be responsible to execute the Contract in honest, fair and ethical manners and to make immediate report to BUYER, if there is any breach of the contractual agreements.

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1, CHEONHA-DONG, DONG-KU, ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3471

7

8

9

Variations 7.1

VENDOR shall not vary any of the Works or Goods except as directed in writing by HHI. HHI shall have the right, subject to the proviso hereinafter contained, from time to time during the execution of the Contract by notice in writing to direct VENDOR to alter, amend, omit, add to, or otherwise vary any of the Works. VENDOR shall carry out such variations and be bound by the same conditions as though the said variations were stated in the Specification.

7.2

Within seven (7) days after VENDOR’s receipt of BUYER's direction for variation, VENDOR shall advise BUYER of any and all expected cost and time impacts; provided that if VENDOR fails to advise BUYER of any such impact within such time period, VENDOR shall be deemed to have agreed to the variation without any Contract Price increase or Schedule extension and shall have waived any right to claim for any compensation in connection therewith.

7.3

The amount if any to be added to or deducted from the Contract Price and the time impact of any variation shall be ascertained and determined in accordance with rates specified in the schedules of prices of the Contract so far as the same may be applicable and where rates are not contained in the said schedules or are not applicable such amount and time impact shall be agreed between HHI and VENDOR. In the event of disagreement, HHI shall fix such price and time impact as shall in HHI’s opinion be reasonable and proper having regard to all material and relevant factors including VENDOR’s direct costs and overheads.

7.4

On receipt of HHI’s confirmation of instructions in respect of any variation VENDOR shall immediately proceed to carry out such instructions. Under no circumstances shall the Works be delayed by VENDOR pending agreement or determination of the cost or time impact of such variation.

Progress Report 8.1

Within fifteen (15) days after effective date as the Contract is executed, VENDOR shall submit to BUYER a schedule on the manufacture, assembly, test and supply of the Goods, the status of the Vendor Data and Inspection and Test Status as per BUYER’s Standard Form on Progress Report which shall follow after contract. But, till providing Standard Form on Progress Report by BUYER, VENDOR shall use VENDOR’s own Standard Form on Progress Report for the Project.

8.2

Within seven (7) days after the end of each month or at such other intervals as may be instructed, VENDOR shall provide BUYER with a progress report for the calendar month/week and by reference to the previous progress report submitted.

8.3

If VENDOR anticipates delay, it shall notify BUYER in writing immediately, explaining the cause of delay and arrangements for recovering the delay to the schedule.

Guarantees 9.1

General VENDOR shall guarantee to HHI and COMPANY that the Works, including, without limitation, the Goods covered by this Contract shall conform with the Specification, Drawings and other descriptions supplied or adopted by HHI and will be new, fit and sufficient for the purposes for which they are intended as evidenced in this Contract and in the Drawings and Specification referred to therein, of good materials, design and workmanship, free from defects and will fulfill satisfactorily the operating conditions specified in the Specification

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9.2

Guarantee Period 9.2.1 VENDOR’s guarantee responsibility shall continue Twelve (12) months after the date of COMPANY’s issuance of the Notice of Final Acceptance or Thirty Two (32) months from the latest shipment, whichever comes first. 9.2.2 The guarantee period for the Goods or part thereof shall be extended for the period that such Goods cannot be operated as a result of a defect covered by this guarantee. 9.2.3 Notwithstanding Article 9.2.1 and 9.2.2, VENDOR shall continue to be responsible for the remedy of any latent defects found after expiry of the Guarantee Period as if such defects were found during the Guarantee Period. For the avoidance of doubt, latent defects shall include, without limitation, existing defects not found within the Guarantee Period because BUYER could not reasonably perform inspections during such period, because such defects were hidden and not discernable by routine inspection, or any other reason whatsoever.

9.3

Remedy of Defects 9.3.1 VENDOR shall, at its risk and cost, cure any defects of the Goods and make good any damage to any other part of the Goods affected thereby and/or any other property caused by such defect, by making all necessary repairs or replacements within the timeframe specified by BUYER. 9.3.2 In order to minimize any direct, indirect or consequential delay to the completion and/or the operation of the Project, VENDOR shall, on BUYER’s instruction and at VENDOR’s cost, make all necessary repairs or replacements at HHI yard in Ulsan, Korea or in Nigeria and/or the Project site. 9.3.3 All costs and charges incurred by reason of repairs or replacements aforesaid, including the cost of new parts, transportation costs, personnel and inspection, testing and certification and/or all costs incurred by BUYER in arranging for repairs and replacements to be performed by third party and/or installation and reinstatement costs incurred by BUYER at its premises or elsewhere, shall be for the account of VENDOR. 9.3.4 If VENDOR fails to timely fulfill any of its warranty obligations to replace or repair the Goods or any part thereof under this Article, BUYER shall, in addition to its right to recover, and VENDOR’s liability for, any losses and damages suffered by BUYER as a result thereof of any nature whatsoever, including, without limitation, the delay arising from such failure, have the right to either itself or have a third party perform such work at the VENDOR’s risk and cost. 9.3.5 VENDOR has ownership of replaced parts and BUYER will return such parts to VENDOR at VENDOR’s request and for the VENDOR’s account. If VENDOR fails to present such requests within One (1) month after replacement, BUYER may dispose of the replaced parts as it sees fit. 9.3.6 COMPANY at its sole discretion may notify BUYER who shall notify VENDOR or VENDOR directly, if COMPANY believes a breach of VENDOR’s guarantee exists. Upon such notification, VENDOR shall promptly propose its method to correct the defect, with the least loss of operating time to COMPANY. COMPANY may agree to VENDOR’s proposed method or select another method and notify same to VENDOR. If so directed by COMPANY, VENDOR shall perform the corrective Work in accordance with the method and within the timeframe specified by COMPANY or BUYER. 9.3.7 BUYER may at its sole discretion assign the VENDOR’s guarantee under Article 9 and BUYER’s right under Article 5.3 Performance/Guarantee Bond to COMPANY.

9.4

Nothing herein shall affect or reduce the rights of BUYER at law.

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10 Liquidated Damages 10.1 Late Delivery of the Goods If the delivery of the Goods is delayed beyond the Delivery Date or commissioning and/or running tests are delayed due to the default of VENDOR, VENDOR shall be liable for liquidated damages (and not as a penalty) at the rate of zero point two percent (0.2%) of the Contract Price per day of delay, provided however that such liquidated damages are subject to an upper limit of ten percent (10%) of the Contract Price. 10.2 Late Submission of Vendor Data If VENDOR fails to keep the submission schedule of Vendor Data set forth in the Contract due to causes attributable to VENDOR, BUYER shall be entitled to claim from VENDOR compensation calculated at the rate of zero point one percent (0.1%) of the Contract Price per day of delay, provided however that such liquidated damages (and not as a penalty) for delay shall not exceed five percent (5%) of the Contract Price 10.3 All liquidated damages and upper limit hereabove shall be determined independently of each other and may run or occur concurrently. The payment of liquidated damages shall not relieve VENDOR from its obligation to complete the Works and its warranty obligations or from any other of its duties, obligations and responsibilities under this Contract. 10.4 Payment of liquidated damages by VENDOR shall constitute BUYER’s sole financial remedy whether in Contract or at law for late performance and late completion as described herein during the period of time in which liquidated damages apply. 10.5 In the event VENDOR’s failure to perform or complete the Work as contracted exceeds an aggregate of Sixty (60) Days, BUYER may exercise its rights to declare VENDOR in default under and in accordance with the provisions of Article 21.1 hereof.

11 Inspection, Tests and Certificates 11.1 Prior to shipment the Goods shall be subject to inspection, and tests according to the procedures set out in the Specification. All fees and charges for arrangement of inspections and tests including the required certificates and documentation are included in the Contract Price. 11.2 A full set of Test and Inspection Report and Data shall be submitted to HHI for review at least twenty (20) working days prior to shipment. No goods shall be delivered for shipment until notice is given by HHI in writing that the test results are approved. BUYER shall be entitled to refuse the Goods partially or totally until all inspection requirements have been met and/or the required certificates are provided by VENDOR. In such case VENDOR shall, at its own expense, carry out such repairs, replacements, modifications, inspections and tests as shall be necessary to have the Goods certified in accordance with the Specification and provide the certificates to BUYER. 11.3 Release by HHI of the Goods for shipment shall not relieve VENDOR of any responsibility or guarantee as stated in the Contract. Review and/or approval of inspection, shop tests or certificates by BUYER, shall not constitute a waiver of field performance requirements and shall not release VENDOR from any of its obligations under this Contract and/or its warranty obligations nor shall shop inspection by HHI relieve VENDOR of any responsibilities in case of discovery of defective material of workmanship or malfunction during the period of guarantee. Despite any such acceptance, VENDOR shall be solely and fully responsible for the quality and fitness of the Works, including, without limitation, the Goods. 11.4 Whenever VENDOR is to carry out the required inspections and/or tests VENDOR shall notify BUYER three (3) weeks prior to the date on which the inspections and/or tests will take place and BUYER shall have the

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right to witness at its option such inspections and/or tests. BUYER shall receive final notice and confirmation with Pre-Fat/Performance report (which is applied to only inspection step on FAT and Performance Test) of such inspection and/or test five (5) days, prior to scheduled readiness. Any waiver of witnessing the tests and/or inspections shall be notified to VENDOR in writing. If VENDOR is not ready for the inspection, VENDOR shall reimburse the documented costs for travel and time expenses of inspectors. All costs, expenses, fees and charges incurred in connection with re-inspection or re-testing, field performance retesting or obtaining certification and associated replacement, repairs and/or modifications shall be born by VENDOR provided that the cost of fuel and electricity for field performance testing and retesting shall be born by BUYER or COMPANY. 11.5 BUYER and/or COMPANY shall have the right to enter upon VENDOR’s and/or its Subvendor’s premises for the purpose of verifying the progress of manufacture and assembly or the witnessing of any inspection and/or tests. Specific inspection and/or testing requirements are delineated in the Specifications. VENDOR shall be responsible to assist BUYER and/or COMPANY to obtain VISA for all members for the same purposes. VENDOR also shall furnish all reasonable facilities and assistance free of cost to BUYER and/or COMPANY. 11.6 When BUYER or COMPANY determines that VENDOR’s Work Area is unsafe, BUYER or COMPANY may require VENDOR to stop the part of the Work affected until the unsafe condition is corrected. BUYER or COMPANY shall not be liable for any costs, expenses, delays or damages of whatsoever nature that may be suffered by VENDOR due to Work stoppage because of unsafe conditions or due to correction of unsafe conditions. 11.7 VENDOR shall comply with “Pre-Shipment Inspection Requirement” as per ANNEX 1. Shipping Instruction Article 5.

12 Risk and Title 12.1 VENDOR shall obtain all necessary permits, licenses or permissions to export the Goods, including a certificate of origin. BUYER shall obtain all necessary permits, licenses or permissions to import the Goods, unless otherwise provided in the Contract. 12.2 Without prejudice to the right of BUYER to reject the Goods and/or Works thereafter, title and risk of loss shall pass to BUYER upon Delivery; provided that, if the Works are non-conforming, VENDOR shall bear risk of loss as to the whole of the Works until cure of the defect. 12.3 All drawings, documents, engineering and other data prepared or furnished by VENDOR in performing the Work shall become the property of BUYER from the time of preparation and may be used by BUYER for any purpose whatsoever without obligation or liability whatsoever to VENDOR.

13 Force Majeure 13.1 For the purposes of this Contract, force majeure shall mean any event that is both unforeseeable and beyond the control of a Party that prevents the performance of its obligations under this Contract provided that force majeure shall be limited to the following events: war, riots and revolutions, natural disasters, acts of state or government (including expropriation but excluding failure to obtain permit, license or permission), nationwide strikes. 13.2 Force majeure does not include events such as insolvency of any Party, events involving a previous or existing condition at or before the effective date of this Contract, or local strikes, lock-outs or other industrial disputes, local disturbances or actions between VENDOR, its employees and/or its Subvendors and Subcontractors of any tier or their employees.

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13.3 The time for performance of any obligations under this Contract prevented by an event of force majeure shall be extended by the period of delay which is agreed by Buyer to be directly caused by such event; provided that, and only to the extent the affected Party proves that: (a) such Party has used its best endeavors to avoid, overcome or mitigate the effects of the event of force majeure. (b) such Party has submitted detailed particulars of the event of force majeure within seventy-two (72) hours of the claimed onset of such event. The affected Party shall also submit supporting documentation regarding such event and its impact on this Contract within seven (7) days of the claimed onset of such event and the final claim with full supporting documentation within seven (7) days of the alleged end of such event. 13.4 The force majeure relief granted by this Article 13 shall cease to apply when circumstances are such that the affected Party can resume performance of this Contract after satisfying all the aforementioned conditions. 13.5 If the grounds for force majeure relief subsist for more than sixty (60) days, in aggregate over the course of this Contract, then BUYER may terminate this Contract in whole or in part.

14 Subcontract and Assignment 14.1 VENDOR shall not subcontract, assign, sublet, transfer, in whole or in part or all or any portion of the Work without the prior written consent of BUYER. Such consent shall not be unreasonably withheld, and any attempt to do so without such written-consent shall be void. However, BUYER shall have the right to assign to COMPANY any of its rights, obligations and liabilities under the Contract after giving notice thereof to VENDOR. 14.2 Approval by BUYER of a subcontract shall not relieve VENDOR of any of its obligations under this Contract. VENDOR represents and warrants that all Subcontractors shall perform their portion of the Work in accordance with the requirements of this Contract, including, without limitation, the Specifications. VENDOR shall furnish such information relative to its Subcontractors as BUYER may reasonably request. VENDOR shall promptly report to BUYER any deficiencies in the performance of its Subcontractors, including, but not limited to any potential delays which may affect the Contract delivery date of the Goods, together with VENDOR’s proposed remedies for rectifying such deficiencies. No subcontract shall bind or purport to bind BUYER but shall contain a provision permitting assignment of it to BUYER upon BUYER’s written request. 14.3 VENDOR shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the VENDOR by the terms of this Contract, and to assume toward the VENDOR all the obligations and responsibilities which the VENDOR, by this Contract, assumes toward BUYER. The subcontract shall preserve and protect the rights of BUYER under this Contract with respect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights. 14.4 The substance of this Article 14 shall also apply to subcontracts by VENDOR which are required for the performance of this Contract.

15 Confidentiality and Photography VENDOR shall not, publicly or to third parties, divulge technical data, prices or similar information about the Contract.

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Photography on BUYER’s and COMPANY’s premises is prohibited. Use of photos of the Goods in the workshops of VENDOR or elsewhere is not permitted unless BUYER has given its prior written consent.

16 Taxes and Duties VENDOR shall provide and pay for all necessary license, fees, taxes, duties and levies imposed in the country or countries of manufacture or supply in respect of the supply of the Goods and such payment and provision is deemed to be included in the Contract Price.

17 Contract Documents and Vendor Data 17.1 The language or languages in which the Contract documents drawn up shall be English and if the said documents are written in more than one language the language according to which the Contract is to be construed and interpreted shall be in English. 17.2 VENDOR shall submit to HHI for approval within the times given in the Specification or in the schedule to be agreed such Vendor Data as may be called for therein, and in the numbers of copies therein required, and during the progress of the Works within such reasonable times as HHI may require such drawings of general arrangement and details of the Works as HHI reasonably require. 17.3 The cost of all Vendor Data requirements as defined and required by the Specification shall be included in the Contract Price. If any additional charges apply they shall be clearly restricted to those stated in VENDOR’s accepted bid. All the Vendor Data shall be sent to BUYER by courier service at VENDOR’s cost, but final dossier as defined in the Specification may be airlifted or delivered by courier service at VENDOR’s expense with the notice of the airway bill number and schedule sent to HHI in advance. The Contract shall not be considered complete until all Vendor Data as required is received by HHI. It is understood that the Vendor Data is an integral part of this Contract. 17.4 VENDOR shall furnish a schedule with quotation for providing the Vendor Data required by the Specification. 17.5 HHI shall, if required, have the right at all reasonable times to inspect at the premises of VENDOR or the place of manufacture all Drawings of any portion of the Works. 17.6 Approval by HHI of the Vendor Data or any of it shall not relieve VENDOR of its obligations and liabilities under the Contract. 17.7 VENDOR shall be responsible for any discrepancies, errors or omissions in the Drawings and information supplied by it whether such have been approved by HHI or not. VENDOR shall at its own expense carry out any alterations or remedial work necessitated by reason of such discrepancies, errors or omissions and modify the Drawings and information accordingly, or in case VENDOR should not comply promptly with any instruction in writing to remedy and the same be done by or on behalf of HHI by others, VENDOR shall bear all costs incurred therein including the costs incurred due to any delay to the main contract works of HHI. 17.8 Documents Mutually Explanatory Except if and to the extent otherwise provided by the Contract, the provisions of the following shall prevail over those of any other document forming part of the Contract. Subject to the foregoing, the several documents, forming the Contract, which are listed below shall be taken as mutually explanatory and shall be interpreted in the following order of precedence. (A) The Contract Agreement (Purchase Order) (B) The General Terms and Conditions

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(C) The Specification In case of ambiguities or discrepancies in the documents, VENDOR shall immediately notify BUYER in writing with respect to any perceived conflict between documents or the meaning of any part of the Contract documents before any part of the Work affected thereby is performed. BUYER shall determine the intent and meaning of such documents and such determination shall be final and binding upon BUYER and shall not constitute the basis for a change to the Contract Price or to the Delivery Date.

18 Claims, Liability and Indemnity 18.1 VENDOR shall defend and indemnify Indemnitees against all claims, demands, losses, costs, liabilities and expenses arising out of injury to or death of any person (including employees of VENDOR and Indemnitees) and damage to or destruction of any property, including property of the Indemnitees and VENDOR arising out of or in connection with this Contract, however caused regardless of the active, passive or concurrent negligence or negligence of any Indemnitee or others and regardless of whether liability without fault, or breach of express or implied warranty, is imposed or sought to be imposed on one or more of the Indemnitees. 18.2 Local Laws and Regulations VENDOR agrees to be subject to all applicable permits, concessions and clearances and all applicable laws and regulations, including those of the Country. VENDOR shall defend and indemnify Indemnitees against all liabilities, damages, claims, fines, penalties and expense of whatever nature resulting from VENDOR’s failure to comply with this Article 18.2. 18.3 Liens VENDOR shall promptly pay when due all obligations for labor and Material. VENDOR hereby waives its right to assert any liens and attachments, statutory, constitutional, common law or otherwise, on the Project Site and shall also discharge at once, or bond or otherwise secure against all liens and attachments which are filed by its Subvendors of any tier on account of labor performed for VENDOR or Materials furnished for VENDOR in connection with the Work, and shall defend and indemnify Indemnitees and the owners of the premises on which the Work is performed against all loss, damage, injury, liability and claims thereof resulting directly or indirectly from such liens and attachments. Any bond or security required under this Article shall be in addition to any retention or other security in lieu of retention as required elsewhere under this Contract. 18.4 Intellectual Property Rights VENDOR shall defend and indemnify Indemnitees against all loss, damage, injury, liability and claims thereof for any patent, trade secret, trademark or copyright infringement resulting directly or indirectly from VENDOR’s performance of the Work, including provision of Material and designs by VENDOR, and use of tools, methods and other equipment by or for VENDOR in any connection therewith. VENDOR shall reimburse BUYER fully for any royalties, damages or other payments that BUYER or COMPANY shall be obliged to pay. BUYER or COMPANY shall have the right to be present and represented by counsel, at its own expense, at all times during litigation and other discussions relating to claims of patent infringement arising pursuant to this Article 18.4. Neither Party shall settle or compromise any litigation without the consent of the other if such settlement or compromise obligates the other to make any payment or part with any property or assume any obligation or grant any license or other rights or be subject to any injunction by reason of such settlement or compromise. 18.5 Defense of Claims, Costs and Attorneys’ Fees in Connection with any Claims or Litigation

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18.5.1 VENDOR shall, at its sole cost and expense, defend any and all claims which may be brought against it or against Indemnitees for acts or omissions for which VENDOR is obligated to indemnify Indemnitees, under this Contract including claims brought against VENDOR and any Indemnitee jointly and any and all suits and legal proceedings originating out of such claims. VENDOR shall accept and initiate such defense in a sufficiently timely manner so as to adequately protect the rights of Indemnitees but in no event later than thirty (30) days following written request by Indemnitee. 18.5.2 VENDOR shall promptly pay: (a) to any Indemnitee all costs and reasonable attorneys’ fees incurred by such Indemnitee resulting directly from any and all loss, injury, liability and claims for which VENDOR is obligated to indemnify such Indemnitee, and (b) exclusive of costs and attorneys’ fees incurred in connection with arbitration under Article 18, Indemnitees’ costs and reasonable attorneys’ fees incurred in enforcing the provisions of this Contract, or in any legal action in which BUYER or any Indemnitee prevails, in whole or in part, brought against VENDOR based on the breach of this Contract or to enforce an arbitration award. 18.6 Consequential Damages Notwithstanding any other provisions of this Contract, in no event shall either Party be liable to the other for any indirect or consequential damages which may be suffered by such Party in connection with the performance of this Contract, including, but not limited to, loss of profits, loss of product or loss of future business. 18.7 Duration and Extent of Indemnities All indemnity obligations in this Contract, including but not limited to the obligations contained in this Article 18 and its subsections, shall survive the termination of this Contract, regardless of the cause or reason for termination. All indemnities given in favor of a Party shall be deemed to extend to that Party’s affiliates and their respective officers, directors and employees and shall remain valid whether or not such claim arises in tort, Contract, statute or otherwise at law.

19 Insurance 19.1 Without in any way limiting VENDOR’s liability pursuant to Article 18 VENDOR shall maintain the insurances that may be required under applicable laws, ordinances and regulations such as Worker’s Compensation and/or Employer’s Liability Insurance and Automobile Bodily Injury and Property Damage Liability Insurance. 19.2 The above insurance shall include a requirement that the insurer provide BUYER with ten (10) days’ written notice prior to the effective date of any cancellation or material change of the insurance. The insurance specified in Sections 24.1.1 shall contain a waiver of subrogation against the Indemnitees and, if applicable, an assignment of statutory lien. 19.3 Before commencing any Work at the Project site, VENDOR shall provide BUYER with certificates or other documentary evidence of the following insurances, satisfactory to BUYER. 19.3.1 Worker's Compensation and/ or Employer's Liability Insurance as prescribed by applicable law of the VENDOR's country and any other country where the work is performed. 19.3.2 Automobile Liability Insurance with a combined single limit for bodily injury and property damage of US Dollars One Million (U$1,000,000.00).

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20 Notices All notices and other communications under this Contract shall be in writing. Notices shall be delivered: by postal service, in person, facsimile or e-mail to the appropriate address indicated below or to such address specified from time to time by written notice to the other Party. Facsimile or E-mail shall not qualify as proper notice or formal communication without the confirmation of receipt by the other party. Notices shall be effective at the time of receipt at the address and to the attention of the person specified below. But, the time of receipt date is not cleared, the notices given shall be deemed received Four (4) days after dispatch by courier service or on the day of personal delivery, whichever occurs first. If to BUYER: Hyundai Heavy Industries Co., Ltd. # 1, Cheonha-Dong, Dong-Ku, Ulsan, Korea 682-792 Industrial Plant Purchasing Dep’t (JX40) Procurement Manager

If to Supplier: _________________________ _________________________ _________________________ _________________________

21 Termination 21.1 Termination for VENDOR’s Default. Should, in BUYER's reasonable opinion, VENDOR substantially default in any way in the performance of this Contract, including but not limited to failing to meet its confidentiality undertakings or failing, refusing or neglecting to supply sufficient Material, or tools, or properly skilled technical service engineer to complete the Work with reasonable diligence, and does not commence and diligently pursue satisfactory remedial action within ten (10) days after written notice of such default by BUYER to VENDOR, BUYER shall have, in addition to all other rights and remedies which BUYER may have against VENDOR, the right to terminate this Contract, in whole or in part, for cause, as provided below: 21.1.1 In the event BUYER exercises its right to terminate this Contract, VENDOR shall not be entitled to compensation in respect of the incomplete portion of the Work and, in addition, shall be liable to BUYER for all costs, expenses and other damages, including internal costs, caused by VENDOR's failure to perform. 21.1.2 In the event of termination under subpart 21.1.1 above, BUYER, at its sole option, may elect to accept partial performance or partially completed Work or Materials, which shall be paid for upon delivery and acceptance thereof at a price to be mutually agreed upon by the Parties and which price shall reflect the value of the partially completed Work or Material. Acceptance and payment by BUYER of any such Work or Materials shall not relieve VENDOR of any liability to BUYER hereunder. Title to such partially accepted Work shall pass to BUYER upon delivery and payment therefor. 21.1.3 VENDOR’s liability under this Article 21.1 (whether under contract, at law or otherwise but exclusive of tort remedies) shall not exceed an amount equal to One Hundred percent (100%) of the total Contract Price plus all payments made or due VENDOR including retention, at the time of default less an amount equal to the value of the Work performed by VENDOR as reasonably determined by BUYER. The Parties agree that nothing contained in this Article 21.1 shall be construed as limiting or affecting VENDOR’s obligations under Article 18 hereof. 21.2 Termination for VENDOR’s Insolvency. Should VENDOR or its creditors seek relief under any insolvency law, or if VENDOR is adjudged bankrupt, BUYER may at any time thereafter terminate this Contract for cause under the provisions of Section 21.1.

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Any payments due from VENDOR to Subvendors in connection with the Work may be made by BUYER directly to Subvendors, which payments shall be for VENDOR's account and shall be deducted from any amounts that may otherwise be due to VENDOR. 21.3 Termination for Force Majeure In the event a force majeure event prevents performance of the Work for a continuous period of Sixty (60) days or more, either Party may terminate this Contract. In the event of such termination, neither Party shall have further obligation to the other hereunder nor shall VENDOR be entitled to the portion of the Contract Price in respect of the Work not completed, prior to the occurrence of the event of force majeure. Provided however BUYER at its sole option may accept partially performed or partially completed Work, in which event VENDOR shall be paid the reasonable value of said partially performed or completed Work. 21.4 Termination for Convenience. 21.4.1 BUYER may, in its absolute discretion terminate this Contract either in whole or in part by written notice to VENDOR. The notice shall specify the extent to which the Work is terminated and the effective date thereof. Upon receipt of the notice, VENDOR shall take immediate steps to fully comply with the notice and to minimize all costs. 21.4.2 VENDOR may terminate its performance under this Contract if BUYER fully suspends, even after three (3) weeks notice from VENDOR, VENDOR's performance hereunder or causes a delay which fully suspends VENDOR's performance hereunder for a continuous period of one Hundred eighty (180) days, provided such suspension or delay is the fault of or caused by BUYER. Any delays occasioned by a direction from BUYER which results from a force majeure event as provided in Article 13.1 or any environmental or safety-related shutdown shall not be deemed to be the fault of or caused by BUYER. 21.4.3 Should termination as specified in Sections 21.4.1 or 21.4.2 above occur, then BUYER shall compensate VENDOR for the part of the Work completed, including materials provided, in conformity with the requirements of this Contract, plus an amount for reasonable and verified costs incurred by and profit due VENDOR in preparation for the part of the Work not yet performed and in shutting down its operations hereunder, provided, however that the amounts payable under this Section shall in no event exceed the unpaid part of the Contract Price. Notwithstanding any other provision of this Contract which may be to the contrary, VENDOR agrees that recovery of amounts due under this Section 21.4.3 shall be its sole and exclusive remedy in the event of termination pursuant to Sections 21.4.1 and 21.4.2 and hereby waives any and all claims to additional compensation or damages including without limitation any claim for profit or loss of profit on or attributable to the unperformed portion of the Work.

22 Arbitration All disputes, controversies, or differences which may arise between the parties, out of or in relation to or in connection with this Contract for the breach thereof, shall be finally settled in accordance with the Commercial Arbitration Rules by arbitration in Seoul, administered by the Korean Commercial Arbitration Board. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.

23 Governing Law This Contract shall be governed by and construed in accordance with the laws of the Republic of Korea.

24 Technical Service 24.1 The VENDOR shall dispatch suitably qualified engineer(s), at BUYER’s request, for installation, commissioning, start-up and other necessary technical service of the Goods to HHI yard and/or the Project site under this Contract. The number and discipline of engineer(s) and the period of stay at job site(s) shall

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be recommended by the VENDOR and agreed by the BUYER. Unless the Technical Service Charge is included in the Contract Price, the rate and charge shall be in accordance with Annex 2 Supplementary Contract for (Additional) Technical Service. 24.2 BUYER has the right to assign to COMPANY the contract condition for the technical service which has been agreed in this contract.

25 Records VENDOR and its Subvendors of any tier shall maintain true and correct sets of records in connection with the Work and all transactions related thereto. VENDOR and its Subvendors of any tier shall retain all such records for a period of not less than twenty four (24) months after receipt of the Notice of Final Acceptance, except for those records which are not required to be so maintained by their nature.

26 Conflicts of Interest 26.1 No director, employee or agent of VENDOR or of any Subcontractor or Sub-Vendor of any tier of VENDOR shall give to or receive from any director, employee or agent of BUYER and COMPANY or any Affiliate any commission, fee, rebate, gift or entertainment of significant cost or value in connection with the Work, or enter into any business arrangement with any director, employee or agent of BUYER or COMPANY or any Affiliate other than as a representative of BUYER or COMPANY or its Affiliate, without BUYER’s prior written agreement. VENDOR shall promptly notify BUYER of any violation of this Article 26 and any consideration received as a result of such violation shall be paid over or credited to BUYER or COMPANY. Additionally, if any violation of this Article 26 occurring prior to the date of this Contract resulted directly or indirectly in BUYER’s consent to enter into this Contract with VENDOR, BUYER may, at BUYER’s sole option, terminate this Contract at any time and, notwithstanding any other provision of this Contract, pay no compensation or reimbursement to VENDOR for Work done after the date of termination. 26.2 Neither VENDOR nor VENDOR’s employees, agents, or Subcontractors of any tier, or their employees or agents, shall make any payment or give anything of value to any official of any government or public international organization, including any officer or employee of any government department, agency or instrumentality to influence his or its decision, or to gain any other advantage for BUYER, COMPANY or CONTRACTOR in connection with the Services performed hereunder. VENDOR shall immediately notify BUYER of any violation of this Article 26.2 and shall immediately reimburse BUYER out of any and all monies paid by BUYER to VENDOR, 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. VENDOR shall defend and indemnify BUYER or COMPANY from and against all losses and expenses arising out of such violation. In the event of any violation of this Article 25.2, BUYER may, at its sole option, terminate this Contract at any time and, notwithstanding any other provision of this Contract, pay no compensation or reimbursement to VENDOR whatsoever for any Work performed after the date of violation. 26.3 Any representative(s) authorized by BUYER may audit any and all records of VENDOR and any such Subcontractor or Sub-Vendor of any tier in connection with the Work and all transactions related thereto for the sole purpose of determining whether there has been compliance with this Article 26.

27 Safety 27.1 All safety-related measures and precautions which should be observed during handling, installation, commissioning, testing and operation of the Goods shall be conspicuously tabbed and arranged in a separately marked chapter in the manual.

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27.2 A copy of safety measures to be taken in relation to transportation, installation, commissioning and operation shall be provided to HHI before delivery and a copy of the same shall also be packed together with each shipment.. 27.3 A warning/caution sign of black capital letters against bright yellow background shall be affixed to the Goods and/or parts, items or areas which are at risk for safety accidents or which should be handled with caution (e.g., explosive, inflammable, high pressure, high RPM, hot fluid, electrocution, toxic gas, poisonous fumes).

28 Total Liability Seller’s total liability under any and all clauses does not exceed contract value.

29 Entire Agreement and Amendments This terms and conditions and all attachments including Specifications attached hereto constitute the entire agreement between the Parties and supersedes all previous oral and written communications including, specifically and without limitation, the provisions of any bid, quote, proposal, or request therefor unless and only to the extent any such provision is expressly contained herein. No amendment to this terms and conditions shall be effective unless in writing and/or signed by both Parties.

In witness whereof, the parties hereto have entered into this Contract by their duly authorized representatives

VENDOR:

BUYER: Hyundai Heavy Ind. Co. Ltd.

Signature:

Signature:

Name:

Name: S. Y. Choi

Title:

Title:

Date:

Date:

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General Manager of Procurement Dept.(JX40)

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Annex 1. Shipping Instruction The export packing/crating, marking and preparation of the shipping documents shall be absolutely done as per this shipping instruction and unless otherwise specified.

1.

Delivery Terms FOB delivery terms on this Contract shall be in accordance with the INCOTERMS 2000 in force at the date of the Contract and based on fixed FOB base ports including container depots nominated by the BUYER’s forwarder(s) or shipping lines.

2.

Consignee, Notify Party and Shipper (Note#1) (A)

Consignee:

To Order of Chevron Nigeria limited for Hyundai Heavy Industries Co., Ltd. Contract No.: EGP-2002-19810032

Additional address 1) If Destination is Onne Port by sea or Port Hacout or Lagos Airport by air) Onne/Ikpokirir Oil and Gas Free Zone, Onne, Nigeria 2) If Desintation is others (not Onne) by sea No.2 Chevron Drive, Lekki, Lagos, Nigeria

3.

(B)

Notify Party:

Hyundai Heavy Industries Co., Ltd. Nigeria #3 Evo Road GRA PhaseⅡPort Harcourt, Rivers State, Nigeria

(C)

Shipper:

VENDOR’s Name on behalf of Hyundai Heavy Industries Co., Ltd. VENDOR’s full address with Phone number.

Destination (Note#1) Sea Freight : Air Freight :

4.

Onne Oil and Gas Free Zone in Port Harcourt, Nigeria or Lagos or Warri Port, Nigeria Port Harcourt Airport, Nigeria or Lagos Airport, Nigeria

Packing & Shipping Mark The Goods shall be properly packed and/or protected as appropriate to the Goods supplied and the method of transportation and provided with stays to ensure adequate protection during transport by ship, air and/or road. VENDOR will be fully responsible for any damage that arises through inadequate packing. Each unit within a package or shipping container shall be clearly marked by stamping, tagging or other suitable means with VENDOR’s part numbers and/or assembly drawing item numbers and also the tag numbers which may be designated by HHI Spare parts shall be packed separately from the Goods which they are referred to.

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The outside of each package and/or protective device shall be clearly marked as follows and marking shall be done on both sides of the packages with black color, unless otherwise provided.

CNL ONNE, LAGOS or WARRI Nigeria

CNL ONNE FREE ZONE (ONNE PORT COMPLEX) Project Contract No. : EGP-2002-19810032 Project : EGP3 Contract No : Description :

CNL

Port Harcourt or Lagos Ni

i

Tag No.: Packing No.: Gross W’t: Dimension: Center of Gravity : Country of Origin: (Sea Freight)

5.

(Note#1)

(Air Freight)

Shipping Documents 5.1. Shipping documents mentioned in this Contract comprise the following: -

Clean on board Bill of Lading or Airway Bill Commercial Invoice Packing List Combined Certificate of Value and Origin

5.2 Bill of Lading or Airway Bill shall include the followings; (A) Consignee, Notify Party and Shipper as above Clause 2. (B) a statement on “Chevron Nigeria Limited’s Project Duty Exemption.” (C) a statement that “All materials/items are required for Chevron Nigeria Limited’s Operation.” (D) a statement that “Import of Record: Chevron Nigeria limited” (E) gross weight and measurement in metric unit. 5.3 Commercial Invoice and Packing List (A) Commercial Invoice shall show full details of the Goods including the itemized unit price, consistent with Contract Price, HHI’s Contract Number, Tag Number, Letter of Credit Number (if applicable), country of origin, etc. (B) Packing list shall show the detailed contents of each package including number and quantity, net and gross weight, extreme outside dimension in Metric Unit, etc.; for each package. One copy of packing list shall be included in each package. 5.4. Combined Certificate of Value and Origin Combined Certificate of Value and Origin shall have following details. z Full name and addresses of manufacturer, supplier or exporter as applicable. z Full name and address of COMPANY z The agreement number

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z z z z z z z z

Unit and total prices of the goods Weight and measurement in metric units Packing charge Freight charge Commissions (Confirming, Buying, etc.) Total charges and total FOB and C&F (CFR) A Statement that “all materials/items are required for Chevron Nigeria Limited Operation.” A Statement that “Chevron Nigeria Limited’s Project Duty Exemption.”

5.5 Proforma Invoice and Pre-Shipment Inspection (A) VENDOR shall submit Proforma Invoice giving a designated or appropriate description and price information by e-mail to HHI Purchasing Department two (2) months before shipment to take the procedure of customs clearance in Nigeria. (B) VENDOR shall arrange the Pre-Shipment Inspection including submission of document of “Combined Certificate of value and Origin(CCVO)” and physical inspection, legally check and checking of customs data as per Nigerian Customs Law and International Trade Regulation, unless otherwise provided. 5.6 Submission of Shipping Documents VENDOR shall submit the documents as follows, by courier service, to the Notify Party, HHI Ulsan and Bank (if applicable) respectively not later than five (5) days after each shipment. (A) To Notify Party (HHI-Nigeria) (1) Two (2) Originals of Bill of Lading and three (3) copies (2) Two (2) Originals of Signed Invoice and three (3) copies (3) Two (2) Originals of Packing List and three (3) copies (4) Five (5) Originals of Combined Certificate of Price and Origin. (B) To HHI Ulsan (1) Two (2) Copies of Bill of Lading (2) Two (2) Copies of Signed Invoice (3) Two (2) Copies of Packing List (4) Two (2) Copies of Combined Certificate of Price and Origin. (5) VENDOR’s Confirmation Letter including Tracking B/L certifying the documents in above (A) have been delivered to HHI Nigeria. (C) To Bank for Negotiation Documents of Letter of Credit, if applicable. (1) One (1) Originals of Bill of Lading (2) Two (2) Originals of Signed Invoice (3) Two (2) Originals of Packing List (4) One (1) Copy of Combined Certificate of Price and Origin. (5) VENDOR’s Confirmation Letter including Tracking B/L certifying the documents in above (A) have been delivered to HHI Nigeria.

To Bank Clean Bill of Lading Commercial Invoice Packing List Combined Certificate *1 Confirmation Letter

1 original 2 originals 2 originals 1 copy 1 copy

to HHI Ulsan HHI, Ulsan 2 copies 2 copies 2 copies 1 copy 1 copy

to HHINigeria HHI, Nigeria 2 originals+ 3 copies 2 originals + 3 copies 2 originals + 3 copies 5 originals not applicable

(*1: Combined Certifcate means Combined Certificate of value and Origin)

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Address of HHI, Ulsan, Korea: Hyundai Heavy Industries, Co., Ltd. 1 Cheonha-Dong, Dong-Ku, Ulsan, Korea South Plant Purchasing Dept. (JX40) Mr. Purchasing Manager

Address of HHI, Nigeria: Hyundai Heavy Industries Co., Ltd. Nigeria #3 Evo Road GRA PhaseⅡPort Harcourt, Rivers State, Nigeria (To be fixed later)

6.

7.

8.

Wooden Packing Material 6.1

The wooden cases you use must be stamped with the symbol mark as shown ISPM No 15 approved by IPPC, 2 digit country code of ISO, identification number issued by the export countries’ governments or their authorized agencies, and the abbreviation of the antiseptic treatment method certified by IPPC (ex. HT, MB).

6.2

The wooden cases made of needle shape leaf tree originated from one of the countries, Japan, China, Taiwan, United-States of America, Canada, Mexico and Portugal are permitted only when they complete the Heat Treatment. (Minimum 56oC, 30 minutes at the core of the applied wood).

Booking & Shipping Advice 7.1

VENDOR shall give information on the cargo ready date with details of cargo to BUYER and BUYER’s forwarding agent for the vessel arrangement at least twenty (20) days before cargo is ready.

7.2

VENDOR shall inform BUYER of booking/shipping schedule by fax or by e-mail as soon as the cargo is booked/shipped on the vessel nominated by BUYER or BUYER’s forwarding agent, but not later than one (1) week after booking. This shipping advice shall contain loading port, vessel name, ETD and ETA, cargo volume/weight, invoice amount, etc.

Ancillary Charge All banking and FOB charges including Bill of Lading charges incurred in VENDOR’s country shall be to VENDOR’s account.

Note#1 : MUST be reconfirmed before making Shipping Documents.

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Annex 2. Supplementary Contract for Additional Technical Services In connection with Contract No. (LOI No): JA-EGP-IC03 for the supply of Metering System (hereinafter referred to as the Purchase Order) between BUYER and VENDOR, both parties have agreed to make the Supplementary Contract for Technical Service as follows. This Contract shall be valid until the expiry date of guarantee period set forth in the Purchase Order. 1.

Technical Service Contract No.: JA-EGP-IC03 (TS)

2.

Scope of Service VENDOR shall provide its suitably qualified engineer(s) for the period requested by BUYER with its own assessment of necessity for installation, commissioning, Start-up and any other technical service for the Goods in the Purchase Order.

3.

Fees and Charges for the Service BUYER shall pay fees and charges for the service in accordance with the following terms and conditions. 3.1

Basic Rate 1) Onshore Technical Service in Nigeria Basic rate, Premium rate shall be based on Ten (10) hours per day. Overtime rate is for work in excess of Ten (10) hours per day: a) Basic rate b) 0vertime rate

4.

: US$ 1,200 / day : US$ 150 /working hour

3.2

Cost of round air tickets (economy class) shall be borne by the BUYER.

3.3

All accommodations and meals during stays, and local transportation at job site in Nigeria or in Korea for BUYER’s purpose shall be provided by BUYER in accordance with BUYER’s practice for supervision works.

3.4

No fees or charges other than the above shall be borne by BUYER.

3.5

Withholding tax within VENDOR’s country shall be borne by VENDOR.

Payable Period 4.1

The payable service period for workday shall start from the time of arrival at BUYER’s premises or at the job site in Nigeria and shall cease on the time of departure from BUYER’s premises or

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from the job site in Nigeria. However, two (2) working days based on the basic rate above for travel time to Korea or the job site in Nigeria and for repatriation shall be added to the payable period. 4.2

5.

Any waiting time due to BUYER’s failure to make necessary arrangement for the required service shall be counted as working time. Provided any waiting time due to VENDOR’s fault shall be for VENDOR’s account.

Payment Payment for service shall be made by telegraphic bank transfer within two (2) months after receipt of the following documents: 5.1

Invoice: 3 sets -

-

Full name, date of birth and passport number of engineer shall be included. Rates and charges shall be in accordance with Clause 3 hereof. Payable period shall be in accordance with the daily work reports duly countersigned by BUYER during the engineer’s stay at the job site. Actual cost of air tickets shall be invoiced.

5.2

Copy of the passport showing Korean or Nigerian immigration immigration/emigration date stamps and engineer’s photograph and name: 2 sets.

officer’s

5.3

Daily work reports countersigned by BUYER: 2 sets

5.4

Copy of the round air tickets and their payment invoice and/or receipt for deputed engineer(s).

5.5

The invoice issued by traveling agent is not accepted.

(Note) If/when there is any difference or discrepancy in the above documents, payment shall be made within two (2) months after VENDOR’s compliance with the above or by mutual agreement between both parties. 6.

Request for Technical Service Technical service requested from BUYER shall be made to VENDOR at least two (2) weeks prior to the required date of service engineer at the job site. In case of urgent request without one week’s prenotice, however, VENDOR shall make its best endeavors to dispatch the service engineer within the date required by BUYER.

7.

Tools and Equipment for Technical Service All usual tools and equipment required for technical service shall be provided by BUYER. Any special tools and equipment required for technical service shall be provided by VENDOR. In case VENDOR’s

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engineer has to hand-carry any tools, necessary parts and/or materials for the service, he is required to carry his company’s document, i.e., invoice and packing list with him for the customs clearance at the airport. The wording “Value for the Customs Purpose Only” should be written in the invoice for the tools, parts and/or materials and if the tools shall be sent back, the wording “For Re-Export” and “No Commercial Value” should be shown in the invoice. 8.

Other Conditions 8.1 The engineer shall wear VENDOR’s company uniform with name tags and shall observe BUYER’s and COMPANY’s company regulations during the working hours. 8.2 Article 9 Guarantees of Terms and Conditions of Contract shall be applied to all repair works and/or engineering services after complete erection, commissioning and tests. 8.3 VENDOR shall indemnify BUYER against all third party claims and proceedings in the same terms and conditions as set forth in Article 18 of Terms and Conditions of Contract as if all the same were reproduced herein. 8.4 During installation, commissioning and any other supervision works being done at the job site, VENDOR shall take whole obligation for security and safety and have the Insurance for travel and workings at its cost under its risk and responsibility.

In the event VENDOR fails to dispatch qualified service personnel it shall be deemed to be a breach of the Purchase Order referred above and BUYER may, without prejudice to any other method of recovery, draw full amount of Performance and Guarantee Bond set forth in the Purchase Order. In witness whereof, the parties hereto have entered into this contract by their duly authorized representatives.

VENDOR:

BUYER: Hyundai Heavy Ind. Co. Ltd.

Signature:

Signature:

Name:

Name: S. Y. Choi

Title:

Title:

Date:

Date:

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General Manager of Procurement Dept.(JX40)

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Exhibit A – Conditional Waiver and Release Upon (Milestone) Payment

This Waiver and Release covers the Project Payment Milestone No. (or Invoice No.): e.g. 1234567 entitled Equipment Name and/or Service with the actual milestone completion date of MMM.DD.YYYY and hereby signifies receipt by the undersigned of a check, Letter of Credit or wire transfer from Hyundai Heavy Industries Company, Limited in the sum of $xxx,xxx (or with Other Currency with Payable Amount) payable to VENDOR’s Name and further signifies that funds have been properly disbursed to the undersigned. This Waiver and Release shall release pro tánto any mechanic's lien, stop notice or bond right the undersigned has on the job of Chevron Nigeria Limited located at Escravos, Nigeria for the period described above. This Waiver and Release covers a progress payment for labor, services, equipment or material furnished to Hyundai Heavy Industries Company, Limited through VENDOR’s Name only and does not cover any retention or items furnished after said date.

[VENDOR’s Name]

WITNESS

By:

By:

Name:

Name: (Print)

(Print)

Title:

Title:

Date:

Date:

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Exhibit B – Performance / Guarantee Bond To:

Hyundai Heavy Industries Co., Ltd. 1, Cheonha-Dong, Dong-Ku, Ulsan, Korea

Attn:

Senior Purchasing Manager Industrial Plant Purchasing Dept. (JX40)

Date:

Dear Sir, “Irrevocable letter of guarantee no.____________ “we hereby issue our irrevocable letter of guarantee no.__________ in your favor for account of ___________(hereinafter called the “accountee”) up to the aggregate amount of USD____________(U.S. Dollars)_____________________________________only) as a Performance/Guarantee Bond for the reimbursement of above amount to cover the contractual guarantee of the Goods under the Contract No._________ dated _________ for“_______________ “ at a total price of USD________________________(U.S.Dollars___________ only). We undertake to pay you up to the said amount on receipt of your first demand in writing stating that the accountee has not fulfilled the obligations under the aforementioned Contract and without contestation and without the necessity of any proceedings whether judicial or otherwise-being instituted. This letter of guarantee shall be valid until_____________________________: thereafter this guarantee shall become null and void, even if this letter of guarantee is not returned to us. Upon receiving your reimbursement claim under this guarantee, the remittance shall be made by telegraphic transfer through the bank designated by you. Yours faithfully,

(Authorized signature)

(Bank Name and Address)

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Exhibit C – Repayment Guarantee Bond

To

:

Attn. :

Hyundai Heavy Industries Co., Ltd. 1, Cheonha-Dong, Dong-Ku, Ulsan, Korea 682-792 Senior Purchasing Manager Industrial Plant & Engineering Purchasing Dept (JX40)

Date :

Dear Sir, We, the undersigned (Name and Address of the Bank), have made due note of Contract No. dated (hereinafter referred to as the Contract), concluded by yourselves (hereinafter referred to as HHI) and (hereinafter referred to as Seller) for design, engineering, procurement, fabrication, coating, transportation, installation, testing, commissioning with total Contract value of USD. In accordance with the Contract, HHI is obliged to effect progress Payments. Taking into consideration of the above, we hereby irrevocably and unconditionally undertake to refund you any amount stated hereunder on your simple demand accompanied by the written declaration (fax. included) that Seller has failed to fulfill the agreed Contract obligation. Simple declaration from HHI shall be accepted by us as conclusive evidence that the amount claimed is due to HHI. The Claim, if any, must be made by telex, fax, or letter to reach us not later than on the expiry date of the Repayment guarantee. The Payment under this Repayment Guarantee shall be made by ourselves without deductions for and free of any taxes, imposts, levies or duties present or future of any nature outside of Korea. It is further Guaranteed by us that the Payment under this Repayment Guarantee shall be made by us within 7(seven) days from the receipt of your written demand (telex/fax included) making reference to this guarantee. The validity of this Repayment guarantee will expire upon last Shipment of Goods from Seller plus one month (to be specified later). This Repayment Guarantee is to remain in force from the date of issuance up to the date of expiration not withstanding and change in the structure of the Contract or of the Bank. Upon expiration of this Repayment Guarantee, or on the settlement of all Claims, this Repayment Guarantee shall be returned to us without any request on our part. Yours faithfully,

Authorized Signature of Bank, Name, Position of Bank.

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EXHIBIT 12 PURCHASING DEP’T INDUSTRIAL PLANT & ENGINEERING DIVISION

HEAD OFFICE 1 CHEONHA-DONG, DONG-KU, ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3412

SUPPLY CONTRACT It is mutually agreed between Hyundai Heavy Industries Co., Ltd (HHI) as Buyer and Seller named below that Buyer shall purchase following Scope of Supply (hereafter called the “Goods”) and Seller shall supply the Goods in accordance with this Supply Contract. Now, therefore, the parties hereto agree as follows. SELLER’S NAME AND ADDRESS

Project: EGP 3A ONSHORE Contract No.: Jx-EGP-xxxx Date: MMMM DD, YYYY

Supplier’s Name Address 1 Fax : Address 2 Address 3 Tel: Fax: Attention: 1. SCOPE OF SUPPLY AND SPECIFICATION:

2. PRICE: Total FOB Designated Port Currency Value (Say United States Dollars xxxx and no Cent only)

3. DELIVERY DATE: FOB MMMM DD, YYYY as per INCOTERMS 2000

4. PAYMENT TERMS : Details as per Terms and conditions as attached. 4-1) 10% … 4-2) 80% … 4-3) 10% … 4-4) All Banking Charge including postage or fiscal stamp duty or other charges incurred outside Korea shall be to the Seller’s account.

5. PERFORMANCE/WARRANTY BOND: Seller shall submit a Performance/Guarantee Bond or Standby Letter of Credit to BUYER for the amount equivalent to Ten percent (10%) of the Contract Price in the form of an unconditional and irrevocable Documentary Credit as per Terms and Conditions attached herein. ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

- 1/3 -

Page 120 of 131

PURCHASING DEP’T INDUSTRIAL PLANT & ENGINEERING DIVISION

HEAD OFFICE 1 CHEONHA-DONG, DONG-KU, ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3412

6. GUARANTEE PERIOD: Twelve (12) months after the date of COMPANY’s issuance of the Notice of Final Acceptance or Thirty Six (36) months from the date of delivery of all the Goods, whichever comes first 7. COUNTRY OF ORIGIN: xxxx 8. LIQUIDATED DAMAGES: 8-1) Late delivery of the Goods 0.2% of the total contract price per day of delay of the equipment and max. 10% of the total contract price. 8-2) Late submission of the Vendor data 0.1% of the total contract price per day of delay and max. 5% of the contract price. 9. SHIPPING INSTRUCTION: 9-1) Partial shipments: Not Allowed Transshipment: Allowed 9-2) Nominated Forwarder: To be informed later 9-3) Other details: As per Annex 1 shipping Instruction in Terms and Conditions. 10. THE FOLLOWING DOCUMENTS SHALL BE PART OF THIS SUPPLY CONTRACT The several documents forming this SUPPLY CONTRACT, which are listed below, are to be taken as mutually explanatory of one another, and shall be interpreted in the following order of precedence. 10-1) SUPPLY CONTRACT (Contract No.: Jx-EGP-xxxx) 10-2) Spare parts list for Start-up and Two years Operation. The price of Start-up spare parts is included in base price, while two years spare parts are optional price. 10-3) Terms and Conditions Document No.: EGP3-T&C-xxxx as attached. 10-4) Buyer’s Purchase Requisition Document No.: ONS-HHI-GP-REQ-XX-xxxx Rev.x 11. EXPORT COMPLIANCE This applies to equipment or material exported directly from the United States or exported from the United States to an interim fabricator, supplier, etc. where the project is the final recipient. “Export Compliance: To ensure compliance with U.S. export regulations, Seller must notify Buyer of the Export Control Classification Number, (ECCN), of every product purchased for export from the United States. The ECCN must also be specified in the shipping documents provided by the Seller. Seller must further identify all products purchased for export out of the United States which have prohibitions, restrictions or export license requirements for shipment or export to the destination specified in this purchase contract. If a license(s) is required, Seller shall provide all requisite information to enable Buyer to apply for and obtain the required license(s).”

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

- 2/3 -

Page 121 of 131

PURCHASING DEP’T INDUSTRIAL PLANT & ENGINEERING DIVISION

HEAD OFFICE 1 CHEONHA-DONG, DONG-KU, ULSAN, KOREA TEL: +82-52-230-2501 FAX: +82-52-230-3412

12. NOTES This agreement shall constitute the only and entire agreement between both parties and unless otherwise expressly agreed between the parties. 13. OTHER TERMS & CONDITIONS All other terms and conditions not mentioned above shall as per the Terms and Conditions attached herein. (Document No. EGP-T&C-xxxx)

In witness where of, the parties hereto have entered into this SUPPLY CONTRACT in two (2) counter parts (each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same instrument) on the date mentioned in the first page by their duly authorized representatives.

SELLER:

BUYER: HYUNDAI HEAVY IND. CO., LTD.

Name: Title:

Name: S. Y. Choi Title: General Manager/Procurement Dept. Hyundai Heavy Ind. Co. Ltd. Date: MMMM DD, YYYY

Date:

NIGERIAN REPRESENTATIVE:

Name: Title: Date:

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

- 3/3 -

Page 122 of 131

MATERIAL PROGRESS & STATUS REPORT (MPSR)

EXHIBIT 13 [EGP3 -Mechanical]

1

June 22. 2005 Description

RFQ No. Purchase Order No.

Sales Gas Compressor/ Turbine Package

ME-0001

Suppiler

Plan Forcast Actual

Start Preparation of M/R

Issue MR to Procurement

Issue RFQ to CNL & Bidders

Approve RFQ Bid Closing by CNL

Finish TBA & Issue to CNL

Issue TBA to CNL

Approve TBA by CNL

Issue LOI to Supplier

Start Preparation of PR

Issue PR to Procurement

Issue PO to CNL

Approve PO by CNL

Execute PO with Supplier

ETD Estimated time of delivery (FOB)

ETA Estimated Time of arrival on Site

SRD Site Required Delivery on Site

Difference

MR Ser.No.

Inspection level

No.

Lead Time Remark Month

Plan

Plan del.

Forcast

Trans.

Actual

2

Recompressor/Expander Package

ME-0002

Plan

Plan del.

Forcast

Trans.

Actual

3

Plant&Instrument Air Compressor Package

ME-0003

Plan

Plan del.

Forcast

Trans.

Actual

4

ME-0004

Gas Turbine Generator Package

Plan

Plan del.

Forcast

Trans.

Actual

5

ME-0005

Chemical Injection Package

Plan

Plan del.

Forcast

Trans.

Actual

6

ME-0006

Potable Water Pressure Set Skid

Plan

Plan del.

Forcast

Trans.

Actual

7

ME-0007 High Speed Pump

Plan

Plan del.

Forcast

Trans.

Actual

8

ME-0008 API Centrifugal Pump

Plan

Plan del.

Forcast

Trans.

Actual

9

ME-0009 ANSI Centrifugal Pump

Plan

Plan del.

Forcast

Trans.

Actual

10

ME-0010

Reiprocating Plunger Pump

Plan

Plan del.

Forcast

Trans.

Actual

11

ME-0011 Rotary Gear Pump

Plan

Plan del.

Forcast

Trans.

Actual

12

ME-0012 Well Pump

Plan

Plan del.

Forcast

Trans.

Actual

13

ME-0013 Progressive Cavity Pump

Plan

Plan del.

Forcast

Trans.

Actual

14

ME-0014 Sump Package

Plan

Plan del.

Forcast

Trans.

Actual

15

ME-0015 Sanitary Lift Station

Plan

Plan del.

Forcast

Trans.

Actual

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

Exhibit 13 Material Status & Progress Report (MSPR).xls

Page 123 of 131

- 1 OF 3 -

MATERIAL PROGRESS & STATUS REPORT (MPSR)

EXHIBIT 13 [EGP3 -Mechanical]

16

June 22. 2005 Description

RFQ No. Purchase Order No.

ME-0016 Crane&Hoist

Suppiler

Plan Forcast Actual

Start Preparation of M/R

Issue MR to Procurement

Issue RFQ to CNL & Bidders

Approve RFQ Bid Closing by CNL

Finish TBA & Issue to CNL

Issue TBA to CNL

Approve TBA by CNL

Issue LOI to Supplier

Start Preparation of PR

Issue PR to Procurement

Issue PO to CNL

Approve PO by CNL

Execute PO with Supplier

ETD Estimated time of delivery (FOB)

ETA Estimated Time of arrival on Site

SRD Site Required Delivery on Site

Difference

MR Ser.No.

Inspection level

No.

Lead Time Remark Month

Plan

Plan del.

Forcast

Trans.

Actual

17

ME-0017

Fire Fighting&Safety Equipment

Plan

Plan del.

Forcast

Trans.

Actual

18

ME-0018

Modification-API Centifugal Pump

Plan

Plan del.

Forcast

Trans.

Actual

19

ME-0019

Roraty Gear Pump for FSO

Plan

Plan del.

Forcast

Trans.

Actual

20

ME-0051 Air Cooler

Plan

Plan del.

Forcast

Trans.

Actual

21

ME-0052 Fired Heater

Plan

Plan del.

Forcast

Trans.

Actual

22

ME-0053 Cooling Tower

Plan

Plan del.

Forcast

Trans.

Actual

23

ME-0054 Miltipoint Ground Flare

Plan

Plan del.

Forcast

Trans.

Actual

24

ME-0055

Nitrogen Generation package

Plan

Plan del.

Forcast

Trans.

Actual

25

ME-0056 API Oil/Water Separator

Plan

Plan del.

Forcast

Trans.

Actual

26

ME-0057 Column w/Internal

Plan

Plan del.

Forcast

Trans.

Actual

27

ME-0058 TEG Contactor

Plan

Plan del.

Forcast

Trans.

Actual

28

ME-0059

Plate Fin Type Heat Exchanger - FSO

Plan

Plan del.

Forcast

Trans.

Actual

29

ME-0060

Shell&Tube Heat Exchanger

Plan

Plan del.

Forcast

Trans.

Actual

30

ME-0061 Vessel

Plan

Plan del.

Forcast

Trans.

Actual

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

Exhibit 13 Material Status & Progress Report (MSPR).xls

Page 124 of 131

- 2 OF 3 -

MATERIAL PROGRESS & STATUS REPORT (MPSR)

EXHIBIT 13 [EGP3 -Mechanical]

31

June 22. 2005 Description

RFQ No. Purchase Order No.

ME-0062 Separator

Suppiler

Plan Forcast Actual

Start Preparation of M/R

Issue MR to Procurement

Issue RFQ to CNL & Bidders

Approve RFQ Bid Closing by CNL

Finish TBA & Issue to CNL

Issue TBA to CNL

Approve TBA by CNL

Issue LOI to Supplier

Start Preparation of PR

Issue PR to Procurement

Issue PO to CNL

Approve PO by CNL

Execute PO with Supplier

ETD Estimated time of delivery (FOB)

ETA Estimated Time of arrival on Site

SRD Site Required Delivery on Site

Difference

MR Ser.No.

Inspection level

No.

Lead Time Remark Month

Plan

Plan del.

Forcast

Trans.

Actual

32

ME-0063 Filter

Plan

Plan del.

Forcast

Trans.

Actual

33

ME-0064 Field Fabricated Tank

Plan

Plan del.

Forcast

Trans.

Actual

34

ME-0065 Sphere Tank

Plan

Plan del.

Forcast

Trans.

Actual

35

ME-0066

Modification-Plate Type Heat Exchanger

Plan

Plan del.

Forcast

Trans.

Actual

36

ME-0067 TEG Package

Plan

Plan del.

Forcast

Trans.

Actual

37

ME-0068

Raw Water Treatment Package

Plan

Plan del.

Forcast

Trans.

Actual

38

ME-0069

Cooling Water Treatment Package

Plan

Plan del.

Forcast

Trans.

Actual

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

Exhibit 13 Material Status & Progress Report (MSPR).xls

Page 125 of 131

- 3 OF 3 -

Revise this flow chart to reflect Nigerian requirement for destination inspection.

EXHIBIT 15 PROCUREMENT FILE INDEX

Chevron Nigeria Ltd.

Chevron Nigeria Ltd.

EGP3A Desc.:

Escravos Gas Project Phase #3

RFQ NO.:

EGP3A

PO No.:

Description:

xxx xxxx xxxxxxxxxxxxx Procurement

RFQ No.:

JQ-EGP-xxxx

Vol. 1 of

PO No.:

SAMPLE Supplier:

PROCUREMENT Document Vol. 1 of ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

Exhibit 15 Procurement File Index.xls

Page 127 of 131

EXHIBIT 16 DOCUMENT DISTRIBUTION MATRIX FOR PROCUREMENT to HHI No.

DOCUMENT TITLE

to COMPANY HOME

SITE

1

RFQ Package with Bidder List

1

3

2

Fast-Track Commitment Request

1

3

3

TBE and CBE(Priced) for Major items

1

3

4

TBE and CBE(Unpriced) for Tagged items

1

3

5

Award Recommendation

1

3

6

PO copy for Major items (Priced)

1

3

7

PO copy for Tagged items and the others (Unpriced)

1

3

8

PO copy for Pipe, Bulk Materials and others (Unpriced)

3

9

Material Progress & Status Report

2

10

Expediting Report

3

11

Proforma Invoice

3

3

12

Shipping Documents

3

3

to SUPPLIER (VENDOR)

REMARKS

x if applicable

excludling Major items

if applicable

Code 1= for Approval, 2= for Review and comment, 3=for Information only

Exhibit 16 Document Distribution Matrix for Procedure.pdf Procurement.xls ONS-EPC-HHI-PRO-0017 Procurement

Page 128 of 131

EXHIBIT 17 FREIGHT FORWARDER LIST 2005-06-09 CODE

NAME OF FORWARDER

USS01

NEW WORLD FREIGHT SYSTEM/SFO

USS02

NEW WORLD FREIGHT SYSTEM

AIR/SEA S S

NATION/CITY (SAN FRANSISCO) (L.A)

ADDRESS 1071 SNEATH LANE, SAN BRUNO, CA 94066 THE VICTORIA BUSINESS PARK 180E SELANDIA LINE, CARSON, CA 90746

(SILVERSTAR SHIPPING) USS03

NEW WORLD FREIGHT SYSTEM

S

(CHICAGO)

979 A.E.C.DRIVE WOOD DALE IL 60191

(SUNTRANS INTERNATIONAL INC.) USS04

NEW WORLD FREIGHT SYSTEM

S

(HOUSTON)

2700 GREENS ROAD, BLDG-I, SUITE 100, HOUSTON TX 77032

(SILVERSTAR SHIPPING) USS05

NEW WORLD FREIGHT SYSTEM

TEL NO. FAX NO.

PERSON IN CHARGER KOREAN AGENT

T)1-650-588-5777

MR. J.H. LEE

F)1-650-588-7999

MS. KRISTIN HYUN

T)1-310-329-6000

MR. H.S. CHUN

F)1-310-329-6220

MS. H.B. SUH

T) 1-630-766-9700

MR. Y.M. HONG

F) 1-630-766-7400

MS. JAMIE YOO

T)1-281-442-2150

MR. SUNG LEE

F)1-281-442-5151

MR. JASON KI

T)1-718-244-6712

MR. NICK YOON

S

(NEW YORK)

167-55 148TH AVENUE JAMAICA 2ND FLOOR JAMAICA, NEW YORK 11434

F)1-718-244-8715

MR. DON CHUNG

DNS01 CHINA MERCHANT INT'L AIR SERVICE

S

HONG KONG

UNIT 518, 5F KWAI SHUN INDUSTRIAL CENTER 51-63

T)852-2711-7460

MR. GEORGY MA

CONTAINER PORT RD., KWAI CHUNG

F)852-2851-2347

MS.NOBLE YIU

DNS02 KEIHIN MULTI TRANS (S) PTE. LTD.

S

SINGAPORE

24 RAFFLES PLACE 17-03 CLIFFORD CENTRE SINGAPORE 048621

T)65-533-1757

MS. ELVINA ONG

F)65-533-6124

MR. HOSHINO

DNS17 SINTOP INTERNATIONAL PTE LTD

S

SINGAPORE

9 AIRLINE ROAD #02-03 CARGO AGENTS BLDG. PO BOX 629 CHANGI

T)65-6542-1141

MR. JOHN S.J.JUNG

DNS03 KEIHIN MULTI TRANS TAIWAN CO.

S

TAIWAN

(ALL-STATE INT'L FREIGHT CO.)

AIRFREIGHT CENTRE SINGAPORE 918105

DNS04 PT. WIRAWAN KAWAN SEJAHLERA DNS09 TRANS-LINK EXPRESS(BBK) CO LTD

S S

INDONESIA THAILAND

12FL NO.111 NANKING E.ROAD.SEC.2 TAIWAN R.O.C.

Mr. J.U. Lee T) 82-02-725-3355 F) 82-02-730-3920

F)65-6542-3516 T)886-2-2581-0533

MR. VICTOR

F)886-2-2567-0703

MS. LINDA WANG

BLDG. GRAHA PRATAMA LT. 14,JI.MT. HARYONO KAV.15 JAKARTA,12810,

T)62-21-8379-1935

MR. GOO HAN SUNG

INDONESIA

F)62-21-8379-1936

TAVICH BLDG., 2ND FL., 61 KASEMRAT ROAD, KLONGTOEY BANGKOK 10111

HYUNDAI LOGISTICS

T)66-2-2499155

MR. SUPRARATN

F)66-2-2499080 DNS10 ORCHID SHIPPING PVT. LTD

S

INDIA

88, BAJAJ BHAVAN, NARIMAN POINT, MUMBAI - 400 021, INDIA

T)91-22-56582900

MR.BIMAL LAKHIPATIA

F)91-22-56368574 DNS18 SINTOP INTEGRATED FREIGHTERS DNS19 HYUNDAI-ASIA SHANGHAI INT'L

S

MALAYSIA

S

CHINA

S

AUSTRALIA

FREIGHT FORWARDING CO.,LTD LDS01 LDS02

J.H.BACHMANN AUSTRALIA PTE LTD. J.H.BACHMANN

S

GERMANY

17A, JALAN MELAKA, PERSIARAN RAJA MUDA MUSA,

T)603-3168-8515

42000 PORT KELANG SELANGOR D. E. MALAYSIA

F)603-3166-7153

MR. MURPHY OOI 삭제

8 F.,EAST OCEAN NO.588YANAN RD.(E) SHANGHAI

T)86-21-63504711

MR. ALEX PARK

CHINA

F)86-21-53506212

MR. ZHANG HAI WEI

UNIT 1767 BOTANY ROAD BANKSMEADOW NSW 2019 P.O.BOX 369

T)61-2-9316-7400

MR. ASHOK ARORA

MASCOT NSW 1460

F)61-2-9316-8111

MR. SAM RUSSO

WEG BEIM JAGER 206 P.O.BOX 63 03 48 22335 HAMBUG, GERMANY

T)49-40500-67251

MR. J. ROWOLD

F)49-40500-67299

MR. J. RIEPEN

T)44-1753-684606

MR. ALISTAR WALKER

FRANCE AUSTRIA SWIZERLAND BELGIUM NETHERLANDS LDS03

KAY O'NEILL LIMITED

S

U.K

LDS05

SALVIATI & SANTORI SPA

S

ITALY

LDS07

J.H.BACHMANN C/O

S

NORWAY

HORTON ROAD COLNBROOK SLOUGH, BERKS SL3 OAT, UK VIA POSANA 541/B 50010 BADIA A SEETTIMO FLORENCE

F)44-1753-682241

MR. STEVE ARCHER

T)39-055-7375826

MR. LORENZO INNOCENTI

F)39-055-7311160 3. INDUSTRIVEI 25, ALFASET N-0668 OSLO, NORWAY

DFDS TRANSPORT(NORWAY) AS

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf

LDS09

J.H.BACHMANN C/O

Exhibit 17 Freight Forwarder List.xls

S

SWEDEN & DENMARK

T)47-2279-2660 F)47-2279-2601

TURBIUEVEJ 2 DK-2730 HERLEV COPENHAGEN, DENMARK

T)45-44-881020

MR. ULRIK GREVE

Page 129 of 131 MR. OLE BACHMANN

- 1/3 -

EXHIBIT 17 FREIGHT FORWARDER LIST 2005-06-09 CODE

NAME OF FORWARDER

AIR/SEA

NATION/CITY

ADDRESS

NORDIC CONSOLIDATORS A/S LDS10

J.H.BACHMANN C/O

TYS01

UNIVERSAL FORWARDING, S.L. NIPPON MARINE LOGISTICS, LTD

FAX NO.

PERSON IN CHARGER KOREAN AGENT

F)45-44-881021 S

FINLAND

MALMINKAUPPATLE 26 SF-00701 HELSINKI

T)358-9-351661

MR. KIM METSO

F)358-9-35166336

MS. MAARIT HANNINEN

C/ATLANTIC 112-120 EDIF. NORAI ZONA ACIVIDADES

T)34-93-2982255

MR. JOSE ANGEL SANCHEZ

LOQISTICAS ZAL 08040 BARCELONA

F)34-93-2623369

MR. ERNEST PERIS

6TH FL. NO.2 NOGUCHI BLDG., 15-12 NIHONBASHI-KODENMACHO,

T)81-3-5649-9110

MR. T. ONODERA

CHUO-KU, TOKYO 103-0001, JAPAN

F)81-3-5649-9115

OY BEWESHIP AB LDS12

TEL NO.

S S

SPAIN JAPAN

Myungjin Logistics Mr. C.U. Park Mr. S.K. Park T) 82-02-562-5385 F) 82-02-562-9978

USA01

NEW WORLD FREIGHT SYSTEM/SFO

A

(SAN FRANSISCO)

USA02

NEW WORLD FREIGHT SYSTEM

A

(L.A)

A A

1071 SNEATH LANE, SAN BRUNO, CA 94066

NEW WORLD FREIGHT SYSTEM

USA04

NEW WORLD FREIGHT SYSTEM

MS. JESSIE CHANG

Mr. J.U. Lee

T)1-310-329-6000

MR. JAY SHIN

T) 82-02-725-3355

F)1-310-329-6220

MR. JAMES PARK

F) 82-02-730-3920

(CHICAGO)

979 A.E.C.DRIVE WOOD DALE IL 60191

T) 1-630-766-9700

MR. JAMIE YOO

F) 1-630-766-7400

MR. ANDREW YOON

(HOUSTON)

2700 GREENS ROAD, BLDG-I, SUITE 100, HOUSTON TX 77032

T)1-281-442-2150

MR. JOHN KIM

(SILVERSTAR EXPRESS, INC.) NEW WORLD FREIGHT SYSTEM

F)1-281-442-5151

MR. JASON KI

T)1-718-244-8996

MR. JOSHUA KIM

A

(NEW YORK)

167-55 148TH AVENUE JAMAICA, NEW YORK 11434

F)1-718-244-8715

MR. EVAN KANG

A

SINGAPORE

9 AIRLINE ROAD #02-03 CARGO AGENTS BLDG. D PO BOX 629 CHANGI

T)65-6542-1141

MR. ANDY KOH

AIRFREIGHT CENTRE SINGAPORE 918105

F)65-6542-3516

삭제 MR. ASHOK ARORA

(ALL-STATE INT'L FREIGHT CO.) DNA01 SINTOP INTERNATIONAL PTE LTD.

HYUNDAI LOGISTICS

F)1-650-588-7999

(SUNTRANS INTERNATIONAL INC.)

USA05

MS. LOUIS CHUN

180E. SELANDIA LANE CARSON, CA 90746

(SILVERSTAR EXPRESS,INC) USA03

T)1-650-588-5777

LDA01

J.H.BACHMANN AUSTRALIA PTE LTD.

A

AUSTRALIA

UNIT 1767 BOTANY ROAD BANKSMEADOW NSW 2019 P.O.BOX 369

T)61-2-9316-7400

MASCOT NSW 1460

F)61-2-9316-8111

MR. SAM RUSSO

LDA02

J.H.BACHMANN GMBH

A

GERMANY

LANGER KORNWEG 33 65451 KELSTEBACH P.O.BOX 1154

T)49-6107-7504-0

MS. MARTINA PAHL

LDA03

SAGA AIR

A

FRANCE

F)49-6107-7504-99

LDA04

KAY O'NEILL LIMITED

A

U.K

LDA05

ALL FREIGHT CO-ORDINATORS

A

BELGIUM

LDA07

SKANDINAVISK TRANSPORT SYSTEM AS

A

NORWAY

BP 11404, 955707 ROSSY AIRPORT CDG HORTON ROAD COLNBROOK SLOUGH, BERKS SL3 OAT, UK

T)33-1-4949-2424

MS. SOPHIE BOGAERT

F)33-1-4949-2492

MS. YOON JU CHO

T)44-1753-684606

MR. MICHAEL BIXBY

F)44-1753-682241

MR. PAUL WALLER

BRUSSELS AIRPORT OFFICE BLDG 751 1931 BRUCARGO-ZAVENTEM,

T)32-2-752-9540

MR. SANDY WYNS

BELGIUM

F)32-2-751-7336

LEIRAVEIEN 13 B P.O.BOX 433 2001 LILLESTROM

T)47-6389-1400

MS. AUD BESTEN

F)47-6389-1499

MR. HEIDI GRAV

T)46-3174-47070

MR. ODD SKARDAL

LDA08

STS LOGISTIK AB

A

SWEDEN

KAREBOGATAN 10 S-418 78 GOTHENBURG

F)46-3174-47079

MS. ASA ARDVISSON

LDA09

SKANDINAVISK TRANSPORT SYSTEM AS

A

DENMARK

PAKHUS 47-FRIHAVEN POSTBOKS 813 2100 KOBENHAVN, DENMARK

T)45-7020-2612

MR. FINN PEDERSEN

F)45-7020-2613

MR. PETER KALLEHAUGE

LDA10

SKANDINAVISK TRANSPORT SYSTEM

A

FINLAND

STS OY WIKESTROM & KROGIUS AB LINNANKATU 35

T)358-2-2755333

MR. MARKKU LAAKSO

P.O.BOX 145 FIN-20101 TURKU

F)358-2-2333513

LDA12

STAR-PAK SPEDITIONS, GMBH

A

AUSTRIA

P.O.BOX 73, A-1300 VIENNA, AUSTRIA

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf LDA13

UNIVERSAL FORWARDING, S.L.

Exhibit 17 Freight Forwarder List.xls

A

SPAIN

C/LUXEMBURGO, 3 CENTRO DE TRANSPORTES DE COSLADA 28820

T)43-1-7007-32094

MS. REGINA LINDNER

F)43-1-7007-33329

MR. THOMAS MARTINEK

T)34-91-6277020

MR. CARLOS LLORCA

Page 130 of 131 - 2/3 -

EXHIBIT 17 FREIGHT FORWARDER LIST 2005-06-09 CODE

NAME OF FORWARDER

AIR/SEA

NATION/CITY

LDA15

COTALIA S.R.L.

A

ITALY

LDA59

GENERAL TRANSPORT AG

A

SWITZERLAND

ADDRESS

TEL NO. FAX NO.

PERSON IN CHARGER KOREAN AGENT

COSLADA-MADRID

F)34-91-6277030

MS. ELENA SURJO

VIA PALESTRO 12. 21013 GALLARATE(VA), ITALY

T)39-0331-248372

MS. SANAE BOUGDAOUA

F)39-0331-248370

LDA60 TYA03

WORLD ASIA LOGISTICS B.V MENLO WORLDWIDE

A A

NETHERLANDS JAPAN

ONS-EPC-HHI-PRO-0017 Procurement Procedure.pdf Exhibit 17 Freight Forwarder List.xls

BRANCH OFFICE BASEL AIRPORT FREIGHT BLDG.

T)41-61-325-2727

P.O BOX 130 CH-4030 BASEL AIRPORT, SWISS

F)41-61-325-3096

MR. DOMINIQUE SURKAMP

FREIGHTWAY BLDG. FLAMINGOWEG 9, 1118 EE

T)31-20-4067321

SCHIPHOL THE NETHERLNADS

F)31-20-4067330

MR. DON H CHO 삭제

MEIJIYASUDASEIMEI SHINURAYASU BLDG. 9FL.

T)81-47-382-3850

MR. AKIRA TSUBAKINO

1-5-2, IRIFUNE, YRAYASU-SHI, CHIBA 279-0012

F)81-47-382-3855

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