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Particular Terms and Conditions

Of Subcontract
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PARTICULAR TERMS AND CONDITIONS OF SUBCONTRACT

ARTICLE 1 - SUBCONTRACT

1.1 The term "SUBCONTRACT" shall mean the following documents collectively in the
following order of precedence and priority:

1) SUBCONTRACT AGREEMENT
2) PARTICULAR TERMS AND CONDITIONS OF CONDITIONS;
3) GENERAL TERMS AND CONDITIONS OF SUBCONTRACT
The following is an Attachment to the PARTICULAR CONDITIONS
Appendix A Subcontract Price and Payment

In case of conflict, the PARTICULAR TERMS AND CONDITIONS OF SUBCONTRACT

shall prevail over the GENERAL TERMS AND CONDITIONS OF SUBCONTRACT.

The SUBCONTRACT WORKS shown on the drawings but not mentioned in the Scope of
SUBCONTRACT WORKS and/or technical specifications, or the SUBCONTRACT
WORKS described in the Scope OF SUBCONTRACT WORKS and/or technical
specifications and not shown on the drawings, shall be deemed to be included in the
SUBCONTRACT in the same manner as if they had been specifically shown upon the
drawings and described in the Scope of SUBCONTRACT WORKS and/or technical
specifications.

1.2 The SUBCONTRACT shall supersede all memoranda and documents related to
quantities, drawings and other details which may have been issued by
SUBCONTRACTOR to CONTRACTOR or vice versa in connection with the
SUBCONTRACT WORKS prior to the coming into force of the SUBCONTRACT.
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ARTICLE 2 LOCAL CONDITIONS

2.1 SUBCONTRACTOR shall be deemed to have fully satisfied himself as to the nature, terrain,
weather, conditions, and location and access whatsoever of SUBCONTRACT WORKS
SITES.

2.2 With regard to the SUBCONTRACT WORKS and MAIN WORKS relating thereto,
SUBCONTRACTOR shall be deemed to have full knowledge of the requirements of the
COMPANY, its affiliated companies and agents and SUBCONTRACTOR shall strictly
comply with such requirements.

2.3 SUBCONTRACTOR shall strictly comply with, any and all laws, rules, regulations, codes
and procedures applied to SUBCONTRACT WORKS SITES and SUBCONTRACT,
including but not limited to those of local city.

2.4 In case CONTRACTOR require SUBCONTRACTOR to accommodate its manpower at the

camp to be built by CONTRACTOR and/or feed them at such camp with payment of
certain charges applicable thereto, SUBCONTRACTOR shall comply therewith.

2.5 SUBCONTRACTOR shall, at its own cost and responsibility, obtain any and all necessary
approval and/or permit to perform SUBCONTRACT WORKS from COMPANY and/or the
relevant authorities and/or other parties.

2.6 SUBCONTRACTOR shall notify his local agency after the award of SUBCONTRACT.

ARTICLE 3 - BANK GUARANTEE FOR PERFORMANCE

3.1 The SUBCONTRACTOR shall obtain at his cost a performance guarantee for proper
performance, in the amount of Five percent (5%) of the SUBCONTRACT PRICE
(PERFORMANCE GUARANTEE). The SUBCONTRACTOR shall deliver the
PERFROMANCE GUARANTEE to the CONTRACTOR within seven (7) days after the
date of signing the SUBCONTRACT. The PERFORMANCE GUARANTEE shall be
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issued by a bank approved by the CONTRACTOR. The failure of the Subcontractor to

provide an acceptable PERFORMANCE GUARANTEE shall release the CONTRACTOR
from every obligation to make any payment to the SUBCONTRACT.

3.2 The SUBCONTRACTOR shall ensure that the PERFORMANCE GUARANTEE is valid
and enforceable until the SUBCONTRACTOR has fully discharged its obligation under
the SUBCONTRACT.

3.3 Upon the date of Provisional Acceptance, the PERFORMANCE GUARANTEE shall be
reduced to two point five percent (2.5%) of the Total SUBCONTRACT Price and shall
expire one (1) month after the issue of the Final Acceptance Certificate.

3.4 Advance Payments

The Subcontractor shall be entitled, after signing of the Contract by both the Parties, to a
total advance amount of ten percent (10 %) of the Total Lump Sum Price as at the date of
signing (the Advance Payment) in accordance with the following schedule:

3.0% within 45 Days from the Commencement Date, subject to receipt of a satisfactory
spending plan which will be regularly monitored by the Company for compliance.
3.0% upon approval by the Company of the Project Office Organization Chart and
Contractors key personnel in accordance with sub-Clause 25.3.
4.0% upon approval by the Company of the Master Schedule for engineering,
procurement, construction, commissioning and start up

Subcontractor provided to the Contractor an Advance payment Bond from an Approved

Bank for an amount equal to the relevant installment or aggregate amount of the Advance
Payment and for the period commencing on the date of issuance of the said bond and
expiring on the date of the Provisional Acceptance Certificate or until the recovery of
100% of the aggregate Advance Payment amount whichever is earlier.
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ARTICLE 4 LIQUIDATED DAMAGES FOR DELAY

In the event the SUBCONTRACTOR does not achieve Provisional Turnover in respect of
a Portion by the relevant Scheduled Provisional Turnover Date, the SUBCONTRACTOR
shall pay or allow to the CONTRACTOR, as the case may be, Delay Liquidated Damages
at the rates, and subject to the cap on such Delay Liquidated Damages, specified below:

a) The Delay Liquidated Damages payable by the SUBCONTRACTOR to the

CONTRACTOR shall be
One percent (1%) per week of the total lump sum element of the estimated
Contract Price
b) The maximum Delay Liquidated Damages payable by the SUBCONTRACTOR, for
each portion, pursuant to the clause a) above is 10% of the Total Cost for that
portion. The maximum aggregate amount of Delay Liquidated Damages payable by
the SUBCONTRACTOR shall not exceed Ten percent (10%) of the Lump Sum
Price.

c) CONTRACTOR may defer application of Liquidated Damages, in case

SUBCONTRACTOR submits the bank guarantee equal to the amount of LD
applicable, prior to the Scheduled Provisional Turn Over date of the relevant portion

ARTICLE 5 TAXES AND DUTIES

The following, wherever and by whomsoever they may be imposed by reason of the
works undertaken by SUBCONTRACTOR pursuant to the SUBCONTRACT, shall be paid
by the SUBCONTRACTOR if and to the extent due and payable and all are deemed to be
included in the Lump Sum Price :

a) All taxes

b) All employment taxes and contributions

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c) All import/export licenses, import/export taxes and custom duties and other charges.
However, custom duties for materials and equipment (permanent material) for the
Project shall be exempted.

d) All taxes to be imposed in accordance with the provisions of any Kuwait Law

e) The SUBCONTRACT shall submit to the CONTRACTOR a certificate issued by the

Kuwait Government (or such other instrument as required by the Ministry) to the
effect that the SUBCONTRACTOR has discharged all his tax liabilities, before
receiving the last payment.

f) Without prejudice to any other provision of the SUBCONTRACT, the CONTRACTOR

shall withhold 5% from each payment due to SUBCONTRACTOR under this
SUBCONTRACT pending the submission by the SUBCONTRACTOR of the above
mentioned certificate. The CONTRACTOR shall however pay to the
SUBCONTRACTOR all payments due thereto after submission of the said certificate
or against written authorization to the CONTRACTOR from the Ministry of Finance
following issue on behalf of SUBCONTRACTOR of a valid bank guarantee issued by
a local bank in favor of the Ministry of Finance in an amount not less than 5% of the
Total SUBCONTRACT Price.

ARTICLE 6 RETENTION

Ten five (5%) of SUBCONTRACTORs each invoice shall be deducted as retention until
total retention reaches five percent (5%) of the SUBCONTRACT PRICE.

a) Upon Issue of Provisional Acceptance Certificate, 50% of the Retention amount

withheld, shall be released.

b) Balance fifty percent (50%) of the money retained, shall be paid to the
SUBCONTRACTOR upon submission of the bank guarantee of equivalent amount,
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which shall be valid till Final Acceptance.

c) Notwithstanding the above, the CONTRACTOR shall not make any retention from
the progress payments, if the SUBCONTRACTOR provides to the CONTRACTOR,
prior to submitting the first invoice under the SUBCONTRACT, an unconditional bank
guarantee for an amount of Five percent (5%) of the Total SUBCONTRACT PRICE
(the Retention Bond). The Retention Bond shall be obtained from bank licensed
and operating in Kuwait having correspondence with such banks in Kuwait in a form
acceptable to the CONTRACTOR and shall be maintained by the
SUBCONTRACTOR until the date the Final Acceptance Certificate is issue. Upon
issuance of Acceptance Certificate for the Facilities, the value of the Retention Bond
shall be returned to the SUBCONTRACTOR immediately after issuance of Final
Acceptance Certificate.

ARTICLE 7 LIMITATION OF LIABILITY

The maximum aggregated liability of the SUBCONTRACTOR to the CONTRACTOR shall

not exceed Twenty percent (20%) of the Total SUBCONTRACT Price.
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Appendix A

SUBCONTRACT PRICE AND PAYMENT

The SUBCONTRACT PRICE shall be inclusive of all compensation for accomplishing the
SUBCONTRACT WORKS and performing all obligations and duties to be carried out by the
SUBCONTRACT under the SUBCONTRACT. The SUBCONTRACT PRICE shall not be subject
to adjustment due to any variation in currency exchange rate or to any increase or decrease
occurring by way of escalation, inflation or fall in market prices of materials, utilities and/or labor
whatever.

In case any breakdown for SUBCONTRACT PRICE is included in the SUBCONTRACT, the
items in such breakdown shall serve as reference only for the purpose of cost reporting and
progress measurement. Under no circumstances shall such price division be construed as a
qualification to the concept of a fully inclusive fixed Lump Sum price.

Payment of the SUBCONTRACT PRICE shall be made on the basis of actual work progress in
accordance with the following procedure.

(1) At the end of each month, the SUBCONTRACTOR shall submit to the CONTRACTOR a
detailed invoice for the value of the SUBCONTRACT WORKS done together with supporting
documents and necessary backup calculations.

The value of the SUBCONTRACT WORKS done shall be calculated in accordance with the rate
of progress. The rate of progress shall be determined referring to the relevant provision in the
SUBCONTRACT and/or MAIN CONTRACT but, if there is no such provision in the
SUBCONTRACT and MAIN CONTRACT, then the CONTRACTOR shall apply such rate of
progress as is fair and reasonable in the opinion of the CONTRACTOR.

(2) The CONTRACTOR will then certify the SUBCONTRACTORs invoice, stating the amount
determined by the SUBCONTRACTOR as the value of SUBCONTRACT WORKS done. The
portion or portions of the SUBCONTRACT WORKS that has not been approved by the
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COMPANY under the MAIN CONTRACT shall not be considered as the SUBCONTRACT
WORKS done.

(3) The CONTRACTOR shall pay to the SUBCONTRACTOR the determined amount after
deduction of withholding, amortization and retention specified in Article 5, Article 6 and
Article 7 of PARTICULAR CONDITIONS and any other deductions, if any, within fourteen
(14) days from the date when the CONTRACTOR receives the corresponding payment from
the COMPANY.

(4) All payments to the SUBCONTRACTOR shall be made in the currency of `United States
Dollar.