Iraq Oil and Gas Final Tender Protocol_Round1

7/26/2019 Iraq Oil and Gas Final Tender Protocol_Round1

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Ministry of Oil, Iraq

Final Tender Protocol.

Ministry of Oil

Petroleum Contracts and Licensing Directorate (PCLD)

Final Tender Protocol

For the Award of Service Contracts

IRAQS FIRST PETROLEUM LICENSING ROUND

Baghdad, IraqApri l 23, 2009


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Final Tender Protocol.

TABLE OF CONTENTS

Page No.

1. INTRODUCTION...............................................................................................................1

2. OBJECTIVE OF THE OFFERING ....................................................................................2

3. KEY INFORMATION FOR BIDDERS...............................................................................4

4. REMAINING PROCESS TIMELINE .................................................................................5

5. PARTICIPATING COMPANIES........................................................................................6

6. PARTICIPATION REQUIREMENTS ................................................................................7

6.1. Participation Fees..................................................................................................7

6.2. Consortia ...............................................................................................................7

6.3. Non-Disclosure Undertaking on the part of the PCLD...........................................8

6.4. Disqualification ......................................................................................................8

7. BIDDING ...........................................................................................................................9

7.1. Bidding ..................................................................................................................9

7.2. Bidding Parameters and Evaluation Criteria........................................................10

7.3. Minimum Acceptable Bids ...................................................................................11

7.4. Tiebreaker ...........................................................................................................11

7.5. Bid Bond..............................................................................................................11

7.6. Proposed Development Approach.......................................................................13

8. SIGNATURE OF THE CONTRACTS .............................................................................14

9. INFORMATION AND VISAS ..........................................................................................159.1. Visas....................................................................................................................15

9.2. Phone and E-Mail Questions...............................................................................15

10. PCLDS RIGHTS AND ASSURANCES..........................................................................16

ANNEXES...................................................................................................................................17

Annex I Payment of Participation Fees

Annex II Power of Attorney of Authorized Representative

Annex III Confidentiality Agreement

Annex IV Model Bid Bond

Annex V Annex A to Contract (Desciption of Contract Area)

Annex VI Annex B to Contract (Map of Contract Area)

Annex VII Annex D to Contract (Definition of Reservoirs)

Annex VIII Annex E to Contract (Minimum Work Obligation)


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1. INTRODUCTION

In the first quarter of 2008, the Ministry of Oil of the Republic of Iraq conducted aprequalification process for international and national oil companies that were interested inparticipating in the redevelopment and expansion of Iraqs oil and gas production capacity.

As a result of this process, more than one hundred (100) companies submitted technical

and financial qualification documentation, and thirty-five (35) were formally prequalified by theMinistry of Oils Petroleum Contracts and Licensing Directorate (PCLD).

On June 30, 2008, H.E. the Minister of Oil, Dr. Hussain Al-Shahristani, formally launchedIraqs First Licensing Round in which six producing oil Fields the South Oil Companys Northand South Rumaila, West Qurna (Phase 1) and Zubair; Missan Oil Companys Missan Field unit(Buzurgan, Abu Ghirab and Fauqi) and North Oil Companys Kirkuk and Bai Hassan Fields; andtwo undeveloped gas Ffields (Akkas and Mansuriya) were offered under Service Contracts tothe prequalified International Oil Companies (IOCs).

Thirty-two (32) of the thirty-five (35) prequalified companies have paid Participation Feesfor one or more Contract Areas, which has allowed them to receive data packages and themodel contracts and to participate formally in the discussions with the PCLD in respect of the

First Licensing Round.

This Final Tender Protocol defines the rules which must be followed by all companiesparticipating in Iraqs First Petroleum Licensing Round.

NOTE:unless otherwise defined in this Final Tender Protocol, all defined terms shall have themeaning they have in the Model Contracts.


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2. OBJECTIVE OF THE OFFERING

The objective of the current offering is the award of a Technical Service Contracts to aCompany or consortia of companies, including a State-owned partner, collectively theContractor, to carry out development/redevelopment and production activities for eight (8)Contract Areas comprising six (6) oil projects and two (2) natural gas projects.

Winning companies or consortia must enter into either a Producing Field TechnicalService Contract (PFTSC) or a Gas Field Service Development and Production Contract(GSDPC), together the Contracts, as defined for each Field, in order to carry out suchactivities.

The principal terms of the Contracts are as follows:

(a) All oil and gas in-place and produced belongs to the people of the Republic ofIraq.

(b) An initial duration of up to twenty (20) years from the Contracts effective date.All undeveloped reservoirs must be relinquished at specific milestones in eachcontract.

(c) The principal objectives are to expand production in both the short and long termin the case of the six (6) oil Contract Areas, and develop the two (2) GasContract Areas.

(d) The Contractor is entitled to be reimbursed for both its actual costs and a profitelement in the form of Service Fees and Supplementary Fees to be taken in cashor kind.

(e) All Service Fees are payable from 50% of the Contract Areas revenueattributable to Incremental Production above a contractually-specified BaselineProduction Rate that declines over the life of the Contract. Supplementary Feesare payable from a proportion of remaining revenue from the Contract Area.

(f) The State will participate as a carried State Partner with a 25% interest in eachContract Area.

(g) Contractor will be subject to tax in the Republic of Iraq.

(h) Minimum work and expenditure obligations will apply to each Field.

(i) Contractors will have obligations with respect to the provision of training,scholarships for higher education and technology transfer, as well asemployment of local personnel and the procurement of local goods and services.

(j) The Contracts will be construed and governed under the Law.

(k) The Contracts will be in both the Arabic and English languages; in the event of aconflict, the English language version will prevail.

(l) Provisions for resolution of disputes between the parties to the Contracts includerecourse to independent expert, as well as to international arbitration(International Chamber of Commerce rules; in Paris or mutually agreed alternatevenue; English language).


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(m) Activities in the Fields will be subject to the Law and must comply with thestandard practices of the international petroleum industry, particularly with regardto health and safety of human resources, public safety, and preservation of theenvironment.

(n) Contractors will be required to undertake specific commitments regarding generalbusiness ethics and practices and anti-corruption measures.


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3. KEY INFORMATION FOR BIDDERS

Table 1:Information on Contract Areas

ContractArea

2

CurrentProduction

Level

ExpectedInitial

ProductionRate 2

MinimumPlateau

ProductionTarget 3

MinimumProductionIncrement

Bid 4

RequiredTechnical

Qualification

for LeadContactor

RecoverableSignature

Bonus 5

MinimumExpenditure

Obligation

Barrels per Day, unless indicated otherwise US$ Million

Rumaila 1,020,000 1,000,000 1,750,000 50,000 Unrestricted Operator 500 300

Kirkuk 403,000 415,000 600,000 25,000 Unrestricted Operator 400 200

West Qurna 279,000 270,000 600,000 25,000 Restricted Operator 400 250

Zubair 227,000 220,000 400,000 25,000 Restricted Operator 300 200

Bai Hassan 147,000 170,000 220,000 10,000 Restricted Operator 300 150

Missan 100,000 110,000 275,000 25,000 Restricted Operator 300 200

Akkas 0 N/A6 400,000 Mscfd 25,000 Gas Operator 200 150

Mansuriya 0 N/A6 300,000 Mscfd 25,000 Gas Operator 200 100

Notes:

1. Annexes A (Description of Contract Area), B (Map of Contract Area), D(Definition of Reservoirs) and E (Minimum Work Obligation) for each Contract

Areas are attached as Annexes V, VI, VII and VIII to this Final Tender Protocol,respectively.

2. The expected Initial Production Rate for each Contract Area reflects the currentexpectation of the Ministry of Oil for each area based on the current activities andperformance in the Contract Areas. For the purposes of the PFTSC, the InitialProduction Rate will be fixed and advised to all participants two (2) weeks prior tothe Bidding based on the performance over the preceding ninety (90) days.

3. Plateau Production Target bids below this level will not be accepted.

4. The minimum production increment for bidding the Plateau Production Target is25,000 BOPD, except for Rumaila and Bai Hassan which are 50,000 BOPD and10,000 BOPD, respectively.

5. The Signature Bonus is repaid with interest over five (5) years in quarterlyinstallments commencing two (2) years after the Contracts Effective Date.

6. Not in production.


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4. REMAINING PROCESS TIMELINE

Table 2:Process Timeline

Event Date

Issue Final Tender Protocol, Definitive Contracts April 23, 2009

Deadline for submitting details for Iraq Visa May 15, 2009

Deadline for payment of Participation Fees June 1, 2009

Submission of Bid Bonds June 15, 2009

Advice as to Initial Production Rate and material ThirdParty Contracts1for each Contract Area

June 15, 2009

Bidding and award June 29-30, 2009

Ratification of Contract Award During July 2009

Return of Bid Bonds to unsuccessful Bidders July 10, 2009

Submission of proposed development approach bywinning Bidder

July 15, 2009

Submission of Performance Guarantees July 15, 2009

Signature of Contracts/Effective Date During August 2009Deadline for payment of Signature Bonus 30 days after Effective Date

1It is recognized that the currently producing Fields have active ongoing operations and that the respective ROCs

may enter into contracts for services with third parties, which may ultimately be assumed by Contractors under thePFTSC pursuant to Article 9.10 of the Contract. The PCLD will advise two (2) weeks prior to the bidding any material(above US$5 million) third party contracts that are in place or contemplated within each Contract Area.


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5. PARTICIPATING COMPANIES

In order to participate in the bidding for Iraqs First Petroleum Licensing Round, acompany must have been previously individually qualified by the PCLD and have paid aParticipation Fee for the Contract Area on which it wishes to bid.

The companies that have been prequalified to participate in this First Petroleum

Licensing Round and have paid at least one Participation Fee are as follows:Table 3:

Participating Companies

Participating Companies

BHP Billiton Petroleum Pty Ltd.

BP Exploration Operating Company

Chevron Corporation

CNOOC Limited

CNPC International Ltd.

ConocoPhillipsEdison SpA

Eni Medio Oriente SpA

ExxonMobil Iraq Ltd.

Hess Corporation

INPEX Corporation

Japex (Japan Petroleum Exploration Co., Ltd.)

JSC Gazprom Neft

Korea Gas Corporation (Kogas)

JSC Lukoil

Maersk Olie og Gas AS

Marathon International Petroleum Turquesa Limited

Mitsubishi Corporation

Nexen Inc.

Nippon Oil Corporation

Occidental Petroleum Corporation

ONGC Videsh Limited

PT Pertamina (Persero)

PETRONAS Carigali Sdn Bhd

Repsol Exploracion SA

Shell

Sinochem Corporation

Sinopec International Petroleum Exploration and Production Corporation

StatoilHydro ASA

Total SA

Turkish Petroleum Corporation (TPAO) Trkiye Petrolleri Anonim Ortakligi

Woodside Petroleum Ltd.


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6. PARTICIPATION REQUIREMENTS

6.1. Partic ipation Fees

In order to bid on a Contract Area in Iraqs First Petroleum Licensing Round, eachcompany must have paid a Participation Fee for the relevant Contract Area. The feesvary according to the Field. Companies may only submit bids for Fields for which they

have paid Participation Fees. Each company in a consortium must pay the ParticipationFee for any Contract Area on which it intends to place a bid.

Table 4:Participation Fees

Contract Area US$

Rumaila 500,000

Kirkuk 500,000

West Qurna (1stPhase) 500,000

Zubair 500,000

Bai Hassan 500,000

Missan 350,000

Akkas 250,000

Mansuriya 250,000

All Contract Areas 2,500,000

1. Participation Fees must be paid in United States Dollars.

2. Companies that have paid Participation Fees for individual Contract Areas, andthen decide to pay additional Participation Fees for other Contract Areas will, inno event, be charged more than the cost of paying Participation Fees for allContract Areas.

3. Companies wishing to bid are required to pay the appropriate Participation Feewhether bidding alone or in a consortium. Instructions for the payment of theParticipation Fee are attached as Annex I.

4. The deadline for the payment of Participation Fees is June 1, 2009.

6.2. Consortia

While companies that are classified as (Co)-Operators (Lead Contractor orContractors Operator in the Contract) may bid singly for those Contract Areas forwhich they have been qualified, the Ministry of Oil encourages the development ofconsortia between the prequalified companies.

In order to participate in Iraqs First Petroleum Licensing Round, all companies musthave been prequalified individually. Prequalified companies will be free to form biddingconsortia up to the deadline for submission of bids for each Contract Area described inthis Final Tender Protocol. The only restrictions that will apply are:

(a) Each consortium must contain a company qualified as a (Co)-Operator for theContract Area in question;


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(b) The (Co)-Operator must have a minimum 30% interest in the consortium (prior tothe participation of the State Partner);

(c) The minimum interest that may be held by a member of a consortium is 5% (priorto the participation of the State Partner);

(d) While companies may bid on any Contract Area for which it had paid a

Participation Fee and it (or a member of its consortium) has been qualified,awards are limited to a single Contract Area as Lead Contractor or ContractorsOperator and participation in a maximum of three Contract Areas;.

(e) No company will be permitted to make more than one offer for the same ContractArea, whether individually or in consortia. A company may, however, participatein different consortia in order to make offers for different Contract Areas; and

(f) In the event a company wishes to withdraw from a consortium followingsubmission of a successful bid but before signing the contract, the remainingconsortium member(s) must assume the obligation of the withdrawing company.In no circumstances will new companies be permitted into the consortium duringthis period.

6.3. Non-Disclosure Undertaking on the part of the PCLD

Documents submitted by the companies will be considered permanently to be of aconfidential nature and will not be disclosed except where authorized in writing by therelevant Authorized Representative, or where required by law. Notwithstanding, all bidssubmitted by companies, as well as the constitution of any bidding consortia, will bepublicly disclosed at the time of the bidding.

6.4. Disqualification

The prequalification of prospective Bidders may be cancelled in the followingcircumstances:

(a) Declaration of bankruptcy, dissolution, or sale of the company;

(b) At the request of the company;

(c) Proven misrepresentation by the company;

(d) Failure to comply with the conditions of this bidding process; or

(e) Any illegal act proved in a court of law.


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7. BIDDING

Bidding for the Contract Areas will take place over two days on Monday, June 29, andTuesday, June 30, 2009 in Baghdad, Republic of Iraq, commencing at 9:00am Baghdad time.The venue will be advised in due course. The bidding process will be presided over by a seniorofficial of the Ministry of Oil (Chairman of the Bid Committee or Chairman).

Bids will be offered by means of a sealed bid, one Contract Area at a time, with bidsopened publicly and results announced before the next Contract Area is offered.

The order of the bids and indicative timing (all Baghdad time) will be:

Monday, June 29:

Introduc tion/Overview of Bidding Process 8:30am

Rumaila 9:00am

Mansuriya 11:00am

Bai Hassan 2:00pm

Zubair 4:00pm

Tuesday, June 30:

Missan 9:00am

Kirkuk 11:00am

Akkas 2:00pm

West Qurna (1st Phase) 4:00pm

7.1. Bidding

Each Lead Contractor or Contractors Operator that has paid a Participation Fee on aContract Area will be provided with a unique official Bid Envelope and Bid Form for thatarea. Bids will only be accepted in the official envelope and on the official form for thatLead Contractor or Contractors Operator.

Contract Areas will be offered sequentially, according to the sequence, and in line withthe schedule provided in this Final Tender Protocol. Companies/consortia have until thenotified deadline to submit a bid, in a sealed Bid Envelope, for the relevant Contract

Area. Consortia do not need to disclose in advance of submitting the Bid Envelope thecomposition of their consortium for a bid.

The front of the Bid Envelope will contain details of the company or companies (includingthe Lead Contractor / Contractors Operator) making the bid, the percentage interests of

each, information concerning the Bid Bond, the authority of a duly AuthorizedRepresentative of each company (alone or in a consortium) presenting the bid, andacceptance of all bidding conditions.

Upon receipt, the Bid Envelope will be examined to confirm that all companies identifiedon the front are eligible to bid and that it has been completed in conformance withrequirements. The PCLD may ask, at its sole discretion, for any required corrections.The names of the bidding company or companies will be announced, and therepresentative of each will then be invited to place the sealed Bid Envelope in the bidbox.


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Lead Contractors / Contractors Operators who accidentally spoil a Bid Form or BidEnvelope may request a replacement from the PCLD. Replacement Bid Forms or BidEnvelopes will be issued only in exchange for the spoiled Bid Form or Bid Envelope.Spoiled Bid Forms or Bid Envelopes should not be disposed of by the Lead Contractor/Contractors Operator, as an exchange will otherwise not be possible.

When all bids have been accepted and placed in the bid box, the envelopes will be

removed from the bid box, one at a time. After each is removed, it will be opened by theChairman of the Bid Committee and the bid examined. Subject to it conforming withinstructions on the Bid Form, the bidding consortium and content of the bid will beannounced.

This process will be repeated until all Bid Envelopes have been opened.

Once the last bid has been announced, the points allocated to each company accordingto the formula in Section 7.2 will be made public and the company or consortium with thehighest points will be indicated and, subject to the Remuneration Fee in the highestscoring bid being equal to or below a pre-defined maximum, the winner will beannounced.

The Chairman of the Bid Committee will then confirm the timing of bids for the nextContract Area to be offered.

7.2. Bidding Parameters and Evaluation Criteria

For the Fields offered under a PFTSC, bids will comprise two parameters:

(a) The Remuneration Fee Bid, expressed in US$, to the nearest ten (10) cents, perBarrel of Crude Oil of Incremental Production delivered to the Transfer Point,(US$x.x0/bbl).

(b) The Plateau Production Target, expressed in Barrel of Crude Oil per day to bedelivered, at or to the nearest increment above the minimum, as specified in

Section 3.

For the Fields offered under a GSDPC, bids will also comprise two parameters:

(c) The Remuneration Fee Bid, expressed in US$, to the nearest ten (10) cents, perBarrel of Crude Oil Equivalent (US$x.x0/Boe) of Natural Gas delivered to theTransfer Point.

(d) The Plateau Production Target, at or to the nearest twenty-five (25) millionstandard cubic feet of Natural Gas per day above the minimum specified inSection 3 to be delivered to the Transfer Point.

For the evaluation of bids, each of the bids will be scored by multiplying the Plateau

Production Target (PPT) bid less the Initial Production Rate (IPR) by an amount equalto one hundred (100) less the Remuneration Fee Bid (RFB).

Bid Score = (PPT- IPR) * (100-RFB)


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7.3. Minimum Acceptable Bids

The Ministry of Oil will accept the high scoring bidder for each Contract Area providedthat the RFB of the high scorer does not exceed a Maximum Remuneration Fee (MRF)pre-defined by the Ministry of Oil.

After all bids for a Contract Area have been opened and scored, the Chairman of the

Bidding Committee will check that the RFB(s) of the highest-scoring bidder(s) is/areequal to or below the MRF. If:

(a) there is a single high scorer whose RFB is less than or equal to the MRF, thatbidder will be declared the winner.

(b) there is a single high scorer whos RFB exceeds the MRF, the Chairman willmake the MRF public and the high scorer will be invited to accept the MRF withinthe timeframe set out in the tie-breaker procedure. If accepted, the high scorerwill be confirmed as the winner for the Contract Area in question. Where suchoption is declined, the same option will be afforded to the second place scorer. Ifaccepted, the second place scorer will be confirmed as the winner. If declined,the bidding process for the Contract Area will be terminated.

(c) there is a tie between two or more bidders, all tied bidders proceed to the tie-breaker.

7.4. Tiebreaker

In the event of a tied bid score:

(a) The tied Bidders will be given additional Bid Forms to submit a revised bid by adeadline to be indicated by the Chairman of the Bidding Committee, as describedbelow.

(i) Plateau Production Target bids may not be reduced in the tiebreaker bid;

and

(ii) Remuneration Fees may not be increased in the tiebreaker bid. If one ormore of the tied Bidders has exceeded the MRF, the MRF will bedisclosed to all tied Bidders in advance of the tiebreaker. No bid inexcess of the MRF will be accepted.

(b) In the event of a tie in the tiebreaker bid, and the tie is between a consortium anda single company bidder, the consortium bidder will be declared the winner; if thetie is between consortia or between single companies, the award will be settledby random lot.

In the event of either a tiebreaker bid or an option to accept a MRF, as decribed in

7.3(b), the Chairman of the Bidding Committee will set a deadline no less than sixty (60)minutes after the conclusion of the last bidding process on the day in question. If thereare more than one tied bid or options per 7.3(b), the Chairman will indicate the order andsubsequent process(es) will follow immediately after the conclusion of the first.

7.5. Bid Bond

In order to guarantee the winning Bidders obligation to sign the Contract for the relevantField(s), each company or consortium should present a Bid Bond in favor of the Ministryof Oil for each Contract Area on which the company or consortium presents a bid. Each


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Bid Bond will be in the amount of five million United States Dollars (US$5,000,000). Theform of Bid Bond is included as Annex IV to this Final Tender Protocol and must bedelivered to the Ministrys advisors, Gaffney, Cline & Associates (GCA), prior to thedeadline indicated in Section 4 of this Final Tender Protcol, at the following address:

Gaffney, Cline & Associates, Inc.1360, Post Oak Blvd, Suite 2500

Houston, Tx, 77056U.S.A.

Attention: Bill Cline / Bob George

Email: [email protected]

Telephone: + 1-713-850-9955

The Bid Envelope will indicate which companys Bid Bond will be used by the consortiumto guarantee the signing of the Contract.

Any Bid Bond used to guarantee a winning bid for any Contract Area will not be able tobe used to guarantee bids on subsequent Contract Areas.

Companies or consortia that have the intention of presenting bids for more than oneContract Area should ensure that they have a sufficient number of Bid Bonds, so thatthey will not be limited in their capacity to present bids.

Bid Bonds will take the form of Letters of Credit issued by banks or financial institution,which are rated A or better in the publications of Standard & Poors Rating Group orthe equivalent ratings of Fitch Ratings or of Moodys Investors Service.

The Bid Bonds of the participants that were not winners in the relevant Contract Area willbe returned in the week following the bidding, along with all other documentation

necessary for their cancellation. All other documentation sent to the PCLD or GCA willnot be returned.

The PCLD may draw on the Bid Bond in the following circumstances:

(a) The winning company or consortium does not sign the Contract by the datedefined in Section 4 and in accordance with the procedures described in Section8 of this Final Tender Protocol;

(b) The performance guarantee is not provided to the ROC by the date described inSection 4 of this Final Tender Protocol;

(c) The Signature Bonus is not paid before the date described in Section 4 of this

Final Tender Protocol; or(d) In the case of an affiliate signing the Contract, if a company does not present a

guarantee for the performance of that affiliate in accordance with the model andconditions in Annex F of the Contract.

If none of the foregoing events occur, the Bid Bond will be returned to the company thatpresented it, along with the documentation necessary for its cancellation.


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7.6. Proposed Development Approach

Within two (2) weeks following the bidding, the winning company or consortium mustsubmit an overview of the proposed development/re-development approach supportingthe winning bid. This document is expected to outline a description of the main drilling,seismic and facilities engineering activities along with a breakdown of the expectedproduction, operating and capital cost profiles throughout the term of the contract.


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8. SIGNATURE OF THE CONTRACTS

The winning company or consortia for each Contract Area that is awarded will execute aContract with an Iraqi State oil company within approximately one month of the bidding,following the ratification of the Contract by the Council of Ministers. If the Contract is not ratifiedprior to December 31, 2009, the winning company or consortia may withdraw its bid and recoverits Bid Bond.

Winning companies may sign the Contract using a wholly-owned and controlled affiliateof the qualified company. Obligations under the Contract need to be guaranteed by an affiliateof the signatory that has net production of at least 250,000 Barrels of Crude Oil Equivalent perday or the ultimate parent company.

On or before the signing of the Contracts, the winning bidders should provide thefollowing documents:

(a) In the event the qualified company opts to sign the Contract through one of itsAffiliates, it should provide constituent articles and amendments of the companythat will sign the Contract duly filed in the appropriate places, authenticated by alegal representative of the signing company;

(b) A legal opinion accepted by the PCLD containing the information concerning therelationship between the qualified company and the company that will sign theContract;

(c) The performance guarantee duly notarized by a Notary Public or equivalent; and

(d) Duly authenticated documents proving the qualification of the legalrepresentative who will sign the Contract on behalf of the company.

The winning bidders must submit documentation by the deadline indictated in Section 4of this Final Tender Protocol. In the event these documents are not delivered such that theContract can not be signed in a timely manner with the winning companies, the Bid Bond will be

drawn as described in Section 7.5 of this Final Tender Protocol.

In case the winner is a consortium and one of its companies does not present thenecessary documentation, the other companies within the consortium must assume theresponsibilities of the non-conforming company. In this situation, under no circumstance will anew company be allowed to enter into the winning consortium before the signing of theContract.

If a winning bidder, for whatever reason, does not execute the ratified Contract by thedate given for its signature, the runner-up bidder will be summoned and given the opportunity tosign the Contract for the Contract Area provided it meets the values offered by the winningbidder, and it also re-submits a Bid Bond.


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9. INFORMATION AND VISAS

9.1. Visas

Companies who require assistance from the PCLD for visas for the Republic of Iraqshould send an email containing the name of the person concerned, a PDF copy of thephoto page of the passport (ensuring this also has passport number), and nominating

the city containing the Consulate or Embassy from which the visa is to be collected.In order to allow for time to process these visa applications, companies should sendthese requests no later thanMay 15, 2009 to [email protected]. Requests after thisdate will not be accepted, and companies will have to utilize their own resources if theywish to apply for a visa. As such it is suggested that applications are made for visas forany potential attendee at the bidding.

9.2. Phone and E-Mail Questions

The PCLD is available to provide clarification or additional information regarding theprocess, the contract terms, or the Fields to be bid. Questions may be communicated to

the PCLD by telephone or by e-mail at the locations listed below. Questions of generalinterest and their respective responses will be published (without disclosing the identityof the questioning company) on Iraqs First Petroleum Licensing Round web-site(www.PCLD-Iraq.com).

(a) In Writing:

Iraqs First Petroleum Licensing RoundPetroleum Contracts and Licensing DirectorateMinistry of OilPort Said StreetBaghdad, Iraq

Attention: Abdul Mahdy Al-Ameedi, Deputy Director General(b) By Phone: + 9647902456067

(c) By E-mail: [email protected]

No technical questions will be answered other than to companies that have paid theParticipation Fee(s) for the Contract Area(s) in question.

Questions or clarifications concerning the Contracts or other legal matters should besubmitted in writing.

All information requests will be handled on a first-come, first-served basis by the PCLD.


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10. PCLDS RIGHTS AND ASSURANCES

The PCLD oversees all phases of the licensing process on behalf of the Ministry of Oil.The PCLD may revoke, in full or in part, at any time, the current offering. The PCLD can takesuch steps that it considers necessary to clarify or complement the offering process.

The PCLD reserves the right to unilaterally revise the timetable and related procedures

of Iraqs First Petroleum Licensing Round, as well as to disqualify any previously qualifiedcompany although, in this circumstance, the relevant Participation Fee would be refundedunless the decision to disqualify is due to misrepresentation, misconduct, or submission of anon-conforming bid or document.


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ANNEXES

Annex I Payment of Participation Fees

Annex II Power of Attorney of Authorized Representative

Annex III Confidentiality Agreement

Annex IV Model Bid Bond

Exhibit 1: Form of DraftExhibit 2: Form of Drawing CertificateExhibit 3: Form of Expiration Certificate

Annex V Annex A to Contract (Desciption of Contract Area)

Annex VI Annex B to Contract (Map of Contract Area)

Annex VII Annex D to Contract (Definition of Reservoirs)

Annex VIII Annex E to Contract (Minimum Work Obligation)


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ANNEX I

PAYMENT OF PARTICIPATION FEES

To: Petroleum Contracts and Licensing Directorate Fax:

From: (Company)

.............. ................ ............... ................ .... (Authorized Representative)

Date: ....................................................................

We wish to submit a Participation Fee in respect of the following fields. In this regard, we have instructed that the sum ofUS$................................. be transferred to your bank

1.

We have placed an X against those fields for which we have paid the Participation Fee (please leave others blank):

Rumaila US$500,000

Kirkuk US$500,000

West Qurna US$500,000

Zubair US$500,000

Bai Hassan US$500,000

Missan US$350,000

Akkas US$250,000

Mansuriya US$250,000

ALL FIELDS US$2,500,000

We understand that payment of the Participation Fee entitles us to receive an information package in respect of each fieldfor which we have paid and to make a bid for the relevant fields. It does not obligate us to bid on any field, but we may only submit abid on a field that is covered by a Participation Fee that we have paid. We understand we may add to the fields on which we mayparticipate by tendering the appropriate Participation Fee at any time prior to the cut-off date. Finally, we understand that the rulesgoverning the conduct of this round and bidding are as laid out in the Final Tender Protocol, which we have received, and which willbe superceded in due course by the Final Tender Protocol.

We further acknowledge the necessary (Co)-Operator classification requirements for Iraqs First Petroleum LicensingRound. To the extent that we have not yet received confirmation of our classification from the PCLD, we understand that the PCLDwill not entertain any claim for a refund of Participation Fees should we subsequently fail to obtain our desired classification status.

We understand the Information Packages may be retrieved by properly credentialed representatives at locations specifiedby the PCLD.

Signed: ................ ................ ................ ................ ................ ................ ..(Authorized Representative)

Notes:

1. The Participation Fee should be wired to:

Federal Reserve Bank of New York Account Name: Development Fund for Iraq33 Liberty St. Routing Number/Account Number: 021086773New York, New York 10045, U.S.A. SWIFT Code: FRNYUS33


21/67



In order to facilitate tracking of your payment, you are requested to email us a copy of the funds transfer instructions. In particular, weneed the tracking number generated by the remitting bank.

ANNEX II

POWER OF ATTORNEYFOR NOMINATION OF THE AUTHORIZED REPRESENTATIVE

By the present mandate instrument, [insert name of Company], constituted and

existing in accordance with the laws of [insert Companys country of origin] , with

headquarters in [insert address of Company headquarters], through its legal

representative, [insert name(s) of legal representative(s) of Company], in this act

nominates [insert name of and full title of Authorized Representative], as its adequate

Attorney empowered to represent us before the PCLD in respect of Iraqs First Petroleum

Licensing Round, and with specific power for the practice of the acts and assume responsibility

relative to negotiate and to propose that which is being presented, able to, in this regard,

receive, submit and sign documents, pay fees/taxes, propose, resort to/obtain, agree, and also

able to practice other acts necessary for the faithful compliance of this mandate.

IN WITNESS WHEREOF, this certificate has been executed on and as of., 2009.

By: .............................................................. (Authorized Signatory)

Name: ..............................................................

Title: ..............................................................

The undersigned, of the Company, hereby certifies that the person whose signature

appears immediately above is the duly elected ............................. of the Company and that the

signature set forth above is that of such person.

By: .............................................................. (Authorized Signatory)

Name: ..............................................................

Title: ..............................................................


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ANNEX III

CONFIDENTIALITY AGREEMENT

The undersigned hereby acknowledges its interest in Iraqs First Petroleum Licensing Round and theprocedures for bidding for rights to enter into a service contract with the PCLD to develop and produce hydrocarbon

reserves in certain specific fields located in Iraq. Capitalized terms used herein and not defined have the meaningsset forth in the Final Tender Protocol, which lays out the procedures that will apply in Iraqs First Petroleum LicensingRound.

In connection with Iraqs First Petroleum Licensing Round, the undersigned may receive additional materials,data and information, including without limitation the information package, the Final Tender Protocol and the form ofservice contract. All such materials, data and information provided to the undersigned or any party acting on behalf ofthe undersigned by the PCLD, or any party acting on their behalf, including any copies of such materials, data andinformation and any studies, reports, analyses or other materials based on such materials, data and information, inconnection with Iraqs First Petroleum Licensing Round are referred to as "Confidential Information".

The undersigned agrees to treat all Confidential Information as confidential, and shall not disclose anyConfidential Information to a third party unless the PCLD has given its prior written consent to such disclosure.

Notwithstanding the foregoing, the undersigned may disclose Confidential Information to any of its officers,

directors, employees, affiliate companies and their employees, agents and advisors who (i) has a need to know thesame in connection with carrying out work relating to Iraqs First Petroleum Licensing Round, and (ii) has beenadvised of, and agrees to comply with, the restrictions upon such Confidential Information set forth in this Agreementas if it were the undersigned. In addition, the undersigned may disclose Confidential Information to a third partywithout the PCLD's prior written consent to the extent such information:

a. is already known to the undersigned as of the date of disclosure;

b. is already in possession of the public or becomes available to the public other than through an actor omission of the undersigned;

c. is developed independently by the undersigned without the use of any Confidential Information; or

d. is acquired independently from a third party, which is under no legal obligation known to theundersigned prohibiting such disclosure.

In the event that the undersigned is required by applicable law, decree, regulation, rule or order of anycompetent authority to disclose any Confidential Information, the undersigned shall promptly notify the PCLD inwriting so that the PCLD may seek an appropriate protective order and/or waive the undersigned's compliance withthe confidentiality requirement. In the event that such protective order or other remedy is not obtained, then theundersigned shall furnish only that portion of such Confidential Information that is legally required to be disclosed.

Upon the instruction of the PCLD, the undersigned shall destroy or return all Confidential Informationfollowing the conclusion of its participation in Iraqs First Petroleum Licensing Round.

This Confidentiality Agreement shall be governed by, and construed in accordance with, the laws of theRepublic of Iraq.

Executed on the ................... day of the month of ........................................, 2009.

By: ........... .......... ........... ........... .......... ......... (Authorized Signatory)

Name: ..............................................................

Title: ..............................................................

Company: ..............................................................


23/67



ANNEX IV

MODEL BID BOND

IRREVOCABLE STAND-BY LETTER OF CREDIT

Issued by [Name of Bank]

Date: _____________No.: _____________Face Amount : [US$5,000,000]

Petroleum Contracts and Licensing Directorate (PCLD)Ministry of OilPort Said StreetBaghdad, Iraq

Dear Sirs:

1. [Name of Bank], a _____________ organized under the laws of __________ (theIssuer), hereby establishes in favor of the [Development Fund for Iraq], [an agency of]the Government of the Republic of Iraq its irrevocable stand-by Letter of Credit No.

___________ (this Letter of Credit), whereby the Issuer authorizes the PCLD to drawhereunder, in a single drawing, the sum of US$5,000,000 (the Face Amount) bypresentation of a Draft and a Drawing Certificate (each as defined below) at the Issuersoffice specified in Clause 3 of this Letter of Credit.

2. The Face Amount of this Letter of Credit may be drawn by the PCLD in the mannerspecified in Clause 3 of this Letter of Credit between 9:00 a.m. and 5:00 p.m., New York

City time, on any Banking Day, on or after June 30, 2009 and prior to the expiration ofthis Letter of Credit. A Banking Day is any day other than a Saturday, a Sunday or aday on which commercial banks in New York City are authorized or required by law,regulation or executive order to close.

3. A drawing may be made hereunder only by the presentation by the PCLD to the Issuerof a sight draft of the PCLD drawn on the Issuer in the form attached hereto as Exhibit 1(a Draft) and a certificate executed by the PCLD in the form attached hereto as Exhibit2 (a Drawing Certificate). Presentation of a Draft and Drawing Certificate must bemade at the Issuers office in New York City located at ____________, or at such otheraddress in New York City as the Issuer may designate to the PCLD by notice given inaccordance with Clause 8 of this Letter of Credit.

4. Upon the presentation by the PCLD to the Issuer of the Draft and Drawing Certificate atthe office of the Issuer designated pursuant to Clause 3 of this Letter of Credit, theIssuer shall pay the Face Amount by wire transfer of immediately available funds to theDevelopment Fund for Iraq as designated in the Drawing Certificate. If presentation isduly made at or prior to 11:00 a.m., New York City time, on any Banking Day, paymentshall be made by the Issuer at or prior to 5:00 p.m., New York City time, on the sameBanking Day. If presentation is duly made after 11:00 a.m., New York City time, on anyBanking Day, payment shall be made by the Issuer at or prior to 1:00 p.m., New YorkCity time, on the immediately following Banking Day.


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5. This Letter of Credit shall expire upon the earliest of (i) the date on which a certificateexecuted by the PCLD, in the form attached hereto as Exhibit 3 (an ExpirationCertificate), is presented to the Issuer, (ii) the indefeasible payment by the Issuer to thePCLD in the manner set forth in Clause 4 of this Letter of Credit of the Face Amountupon a drawing properly made hereunder, and (iii) 5:00 p.m., New York City time, onDecember 31, 2009. Notwithstanding the foregoing, any drawing properly madehereunder prior to the expiration of this Letter of Credit shall be honored by the Issuer.

Notwithstanding anything contained in Article 17 of the Uniform Customs (defined below)or herein, in the event that the Issuers office designated in Clause 3 of this Letter ofCredit is closed on the date set forth in (iii) of this Clause 5, the expiration date of thisLetter of Credit shall be extended to the next Banking Day on which such office is open.

6. This Letter of Credit may only be drawn by, and other rights hereunder may only beexercised by, the PCLD.

7. This Letter of Credit is subject to the Uniform Customs and Practice for DocumentaryCredits (1993 Revision), International Chamber of Commerce Publication No. 500 (theUniform Customs). As to matters not covered by the Uniform Customs, this Letter ofCredit shall be governed by, and construed in accordance with, the laws of the State of

New York, including without limitation Article 5 of the Uniform Commercial Code as ineffect in the State of New York.

8. All notices, demands, instructions, waivers or other communications to be providedpursuant to this Letter of Credit shall be in writing in English, shall be effective uponreceipt, and shall be sent by personal delivery, courier, first class mail or email, to thefollowing addresses:

(i) If to the Issuer, to:

(ii) If to the PCLD, to:

Petroleum Contracts and Licensing DirectorateMinistry of OilPort Said StreetBaghdad, Iraq

Attention: Abdul Mahdy Al-Ameedi, Deputy Director General

E-mail: [email protected]

The addresses and email addresses for notices given pursuant to this Letter of Creditmay be changed by the Issuer or the PCLD by means of a written notice given to theother at least fifteen (15) Banking Days prior to the effective date of such change.


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9. This Letter of Credit sets forth in full the Issuers undertaking, and such undertaking shallnot in any way be modified or amended by reference to any document, instrument oragreement referred to herein, except the Draft, the Drawing Certificate and anyExpiration Certificate.

Very truly yours,

[NAME OF BANK]

By: ______________________________

Name: ______________________________

Title: ______________________________


26/67



EXHIBIT 1

FORM OF DRAFT

Letter of Credit No. _________

[New York, New York][Date of Draft]

At sight

Pay to the order of the Petroleum Contracts and Licensing Directorate, Ministry of Oil, Iraq the

sum of US$5,000,000 (Five Million U.S. Dollars), for value received. Drawn under [Name of

Issuer] Letter of Credit No. ____________.

PETROLEUM CONTRACTS AND LICENSING

DIRECTORATE, MINISTRY OF OIL, IRAQ

By: ______________________________

Name: ______________________________

Title: ______________________________

To: [Name of Issuer] ________________________________

[Address of Issuer] ________________________________


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EXHIBIT 2

FORM OF DRAWING CERTIFICATE

Reference is made to the Letter of Credit (the Letter of Credit), No. __________, dated____________, issued by ____________ in favor of the Petroleum Contracts and Licensing

Directorate, Ministry of Oil, Iraq. Capitalized terms used herein and not defined have therespective meanings set forth in the Letter of Credit or the Final Tender Protocol dated [April,2009].

The undersigned, being duly authorized to execute this certificate on behalf of the PCLD,hereby certifies that pursuant to a bidding round held in June, 2009 _________________[insertname of single Bidder or members of bidding consortium, as applicable] (each a SelectedCompany and collectively, the Selected Consortium) were selected to enter into a Contractwith [name of Regional Operating Company], and that either:

1. Any Selected Company/Consortium (or any duly designated Jointly Heldcompany or Affiliate of such Selected Company/Consortium) did not sign the

Contract (and provide the related guarantees) by [_________ __,] 2009; or

2. Any required Letter of Credit for the [Minimum Work Obligation] was notdelivered to the PCLD simultaneously with or prior to execution of the Contract;or

3. The Signature Bonus was not paid in full concurrently with execution of theContract, as provided therein.

Payment of the Face Amount of the Letter of Credit is to be made by the Issuer to thefollowing account: (to be communicated by the PCLD in due course)

This certificate has been duly executed by the undersigned as of the ___________ dayof ___________, 2009.

PETROLEUM CONTRACTS AND LICENSINGDIRECTORATE, MINISTRY OF OIL, IRAQ

By: ______________________________

Name: ______________________________

Title: ______________________________


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EXHIBIT 3

FORM OF EXPIRATION CERTIFICATE

Reference is made to the Letter of Credit (the Letter of Credit) No.__________, dated____________, issued by ____________ in favor of the Petroleum Contracts and Licensing

Directorate (PCLD). Capitalized terms used herein and not defined have the respectivemeanings set forth in the Letter of Credit.

The undersigned, being duly authorized to execute this certificate on behalf of the PCLD,hereby certifies that conditions permitting the expiration of the Letter of Credit have occurred,and that accordingly the Letter of Credit shall expire as of the date of this Certificate.

This certificate has been duly executed by the undersigned as of the ___________ dayof ___________, 2009.

PETROLEUM CONTRACTS AND LICENSINGDIRECTORATE, MINISTRY OF OIL, IRAQ

By: ______________________________

Name: ______________________________

Title: ______________________________


29/67



ANNEX V

ANNEX A TO CONTRACT

DESCRIPTION OF CONTRACT AREAS


30/67



ANNEX A DESCRIPTION OF CONTRACT AREA RUMAILA

This Annex A is attached to and made part of theTechnical Service Contract for the Rumaila Contract Area.

The Contract Area is defined by the corner points for numbered as shown for U.T.M.Zone 38N and connected by straight lines as shown in Annex B.

CORNERPOINT NORTHING EASTING

A 3,407,000 733,107

B 3,369,290 730,070

C 3,333,000 744,840

D 3,332,982 744,031

E 3,332,962 743,134

F 3,332,947 742,449

G 3,332,923 741,331

H 3,332,895 740,068

I 3,332,884 739,543

J 3,332,871 738,942

K 3,332,847 737,867

L 3,332,819 736,555

M 3,332,812 736,239

N 3,332,790 735,181

O 3,332,771 734,323

P 3,332,756 733,612

Q 3,332,729 732,317

R 3,332,699 730,895

S 3,332,691 730,504

T 3,332,670 729,538U 3,332,649 728,502

V 3,332,400 728,185

W 3,331,904 727,551

X 3,331,606 726,657

Y 3,331,751 726,600

Z 3,331,764 726,593

AA 3,347,378 717,116

BB 3,347,643 717,067

CC 3,361,650 714,500

DD 3,407,000 714,500

EE 3,407,000 733,107

FF 3,400,000 732,535

(End of Annex A)


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ANNEX A DESCRIPTION OF CONTRACT AREA KIRKUK

This Annex A is attached to and made part of theTechnical Service Contract for the Kirkuk Contract Area.


CORNER POINT NORTHING EASTING

A 3,988,000 378,000

B 3,986,000 378,000

C 3,984,000 378,000

D 3,982,000 379,000

E 3,980,000 381,000

F 3,978,000 383,000

G 3,976,000 385,000

H 3,973,000 388,000

I 3,972,000 390,000

J 3,970,000 393,000

K 3,968,000 396,000

L 3,966,000 398,000

M 3,964,000 400,000

N 3,962,000 403,000

O 3,960,000 406,000

P 3,958,000 407,000

Q 3,956,000 408,000

R 3,954,000 410,000

S 3,952,000 411,000

T 3,950,000 413,000

U 3,948,000 416,000

V 3,947,000 417,000W 3,946,000 418,000

X 3,944,000 420,000

Y 3,943,000 421,000

Z 3,942,000 422,000

AA 3,940,000 424,000

BB 3,938,000 426,000

CC 3,936,000 428,000

DD 3,934,000 434,000

EE 3,932,000 436,000

FF 3,930,000 438,000

GG 3,928,000 440,000

HH 3,926,000 442,000

II 3,924,000 444,000

JJ 3,922,000 446,000

KK 3,920,000 448,000

LL 3,918,000 450,000

MM 3,916,000 452,000

NN 3,920,000 456,000

OO 3,922,000 454,000

PP 3,924,000 452,000


32/67




QQ 3,926,000 450,000

RR 3,928,000 448,000

SS 3,930,000 446,000

TT 3,932,000 444,000

UU 3,934,000 442,000

VV 3,936,000 440,000

WW 3,938,000 438,000

XX 3,940,000 432,000

YY 3,942,000 430,000

ZZ 3,944,000 428,000

AAA 3,946,000 426,000

BBB 3,947,000 425,000

CCC 3,948,000 424,000

DDD 3,949,000 423,000

EEE 3,951,000 422,000

FFF 3,950,000 422,000

GGG 3,952,000 421,000

HHH 3,953,000 420,000

III 3,954,000 419,000

JJJ 3,955,000 418,000

KKK 3,956,000 417,000

LLL 3,957,000 416,000

MMM 3,958,000 415,000

NNN 3,959,000 414,000

OOO 3,960,000 413,000

PPP 3,961,000 412,000

QQQ 3,962,000 411,000

RRR 3,964,000 408,000

SSS 3,966,000 405,000TTT 3,970,000 399,000

UUU 3,972,000 397,000

VVV 3,973,000 395,000

WWW 3,975,000 393,000

XXX 3,978,000 391,000

YYY 3,980,000 389,000

ZZZ 3,982,000 387,000

AAAA 3,984,000 386,000

BBBB 3,986,000 384,000

CCCC 3,988,000 383,000

DDDD 3,990,000 381,000

EEEE 3,988,000 378,000

(End of Annex A)


33/67



ANNEX A DESCRIPTION OF CONTRACT AREA WEST QURNA (1st PHASE)

This Annex A is attached to and made part of theTechnical Service Contract for the West Qurna (1st Phase) Contract Area.



A 3,426,000 714,000

B 3,426,000 731,000

C 3,400,000 731,000

D 3,400,000 714,000

E 3,426,000 714,000

(End of Annex A)


34/67



ANNEX A DESCRIPTION OF CONTRACT AREA ZUBAIR

This Annex A is attached to and made part of theTechnical Service Contract for the Zubair Contract Area.



A 3,399,000 750,600

B 3,363,500 760,200

C 3,353,000 771,000

D 3,329,100 771,000

E 3,331,700 764,000

F 3,331,700 760,700

G 3,361,800 742,200

H 3,393,200 738,600I 3,399,000 750,600

(End of Annex A)


35/67



ANNEX A DESCRIPTION OF CONTRACT AREA BAI HASSAN

This Annex A is attached to and made part of theTechnical Service Contract for the Bai Hassan Contract Area.



A 3,936,000 418,000

B 3,936,000 416,000

C 3,938,000 412,000

D 3,939,000 410,000

E 3,941,000 408,000

F 3,943,000 406,000

G 3,944,000 404,000

H 3,945,000 402,000I 3,945,000 400,000

J 3,946,000 398,000

K 3,947,000 396,000

L 3,948,000 394,000

M 3,950,000 392,000

N 3,952,000 391,000

O 3,954,000 391,000

P 3,956,000 391,000

Q 3,958,000 392,000

R 3,958,000 394,000

S 3,956,000 396,000

T 3,954,000 398,000

U 3,952,000 400,000

V 3,951,000 402,000

W 3,950,000 406,000

X 3,949,000 408,000

Y 3,946,000 412,000

Z 3,944,000 414,000

AA 3,942,000 416,000

BB 3,940,000 418,000

CC 3,938,000 418,000

DD 3,936,000 418,000

(End of Annex A)


36/67



ANNEX A DESCRIPTION OF CONTRACT AREA MISSAN

This Annex A is attached to and made part of theTechnical Service Contract for the Missan Contract Area.

The Contract Area is divided into three Field areas, with corner points numbered asshown for U.T.M. Zone 38N and connected by straight lines as shown in Annex B.

Abu Ghirab Field


A 3,577,500 733,500

B 3,575,400 734,500

C 3,573,500 731,700

D 3,591,000 718,500

E 3,593,750 711,500

F 3,595,750 714,000G 3,592,000 723,250

H 3,582,250 730,500

I 3,581,675 729,200

J 3,581,000 730,710

K 3,577,650 731,600

L 3,577,500 733,500

Buzurgan Field


A 3,546,300 739,500

B 3,544,000 730,000

C 3,562,000 716,500

D 3,568,800 706,200

E 3,579,500 707,000

F 3,579,000 710,000

G 3,565,700 723,600

H 3,546,300 739,500


37/67



Fauqi Field


A 3,549,800 740,400

B 3,561,250 734,400

C 3,566,000 734,400D 3,566,000 741,655

E 3,564,800 741,655

F 3,563,750 740,800

G 3,562,350 739,400

H 3,561,825 738,100

I 3,561,300 738,450

J 3,559,300 739,000

K 3,558,500 738,400

L 3,556,350 741,400

M 3,555,850 741,050N 3,555,300 741,800

O 3,555,500 743,050

P 3,555,450 744,150

Q 3,555,800 744,600

R 3,553,750 748,000

S 3,552,800 749,000

T 3,552,700 749,300

U 3,549,800 749,300

V 3,549,800 740,400

(End of Annex A)


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ANNEX A DESCRIPTION OF CONTRACT AREA AKKAS

This Annex is attached to and made part of theService Development and Production Contract for the Akkas Contract Area.


Where as a result of Appraisal and Development Operations it appears reasonably likelyto the Parties that the Field is larger than originally delineated and extends beyond the Contract

Area originally established in respect thereof, then NOC may grant to Contractor, subject to anyprior grants of rights over the relevant area to a third party, an additional surface area outsidethe original Contract Area so that the Field may be fully contained within the extended Contract

Area.


A 3,780,000 665,000

B 3,790,000 667,500

C 3,792,000 678,500

D 3,787,000 682,500

E 3,783,000 684,000

F 3,781,500 686,000

G 3,771,000 700,000

H 3,760,000 710,000

I 3,750,000 710,000

J 3,745,000 700,000

K 3,750,000 690,000

L 3,780,000 665,000

(End of Annex A)


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ANNEX A DESCRIPTION OF CONTRACT AREA MANSURIYA

This Annex is attached to and made part of theService Development and Product ion Contract for the Mansuriya Contract Area.


Where as a result of Appraisal and Development Operations it appears reasonably likelyto the Parties that the Field is larger than originally delineated and extends beyond the Contract

Area originally established in respect thereof, then NOC may grant to Contractor, subject to anyprior grants of rights over the relevant area to a third party, an additional surface area outsidethe original Contract Area so that the Field may be fully contained within the extended Contract

Area.

CORNERPOINT NORTHING EASTING

A 3,772,000 500,000

B 3,786,000 490,000

C 3,784,000 486,000D 3,780,000 486,000

D 3,770,000 494,000

F 3,770,000 498,000

G 3,772,000 500,000

(End of Annex A)


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ANNEX VI

ANNEX B TO CONTRACT

MAP OF CONTRACT AREAS


41/67



ANNEX B MAP OF CONTRACT AREA RUMAILA

This Annex is attached to and made part of theTechnical Service Contract for Rumaila Contract Area.

3,320,000

3,330,000

3,340,000

3,350,000

3,360,000

3,370,000

3,380,000

3,390,000

3,400,000

3,410,000

3,420,000

710,

000

720,

000

730,

000

740,

000

750,

000

(End of Annex B)


42/67



ANNEX B MAP OF CONTRACT AREA KIRKUK

This Annex is attached to and made part of theTechnical Service Contract for Kirkuk Contract Area.

3,910,000

3,920,000

3,930,000

3,940,000

3,950,000

3,960,000

3,970,000

3,980,000

3,990,000

4,000,000

370,0

00

380,0

00

390,0

00

400,0

00

410,0

00

420,0

00

430,0

00

440,0

00

450,0

00

460,0

00

470,0

00

(End of Annex B)


43/67



ANNEX B MAP OF CONTRACT AREA WEST QURNA

This Annex is attached to and made part of theTechnical Service Contract for West Qurna Contract Area.

3,390,000

3,400,000

3,410,000

3,420,000

3,430,000

710,0

00

720,0

00

730,0

00

740,0

00

(End of Annex B)


44/67



ANNEX B MAP OF CONTRACT AREA ZUBAIR

This Annex is attached to and made part of theTechnical Service Contract for Zubair Contract Area.

3,320,000

3,330,000

3,340,000

3,350,000

3,360,000

3,370,000

3,380,000

3,390,000

3,400,000

3,410,000

730,

000

740,

000

750,

000

760,

000

770,

000

780,

000

(End of Annex B)


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ANNEX B MAP OF CONTRACT AREA BAI HASSAN

This Annex is attached to and made part of theTechnical Service Contract for Bai Hassan Contract Area.

3,930,000

3,940,000

3,950,000

3,960,000

370,

000

380,

000

390,

000

400,

000

410,

000

420,

000

430,

000

(End of Annex B)


46/67



ANNEX B MAP OF CONTRACT AREA MISSAN

This Annex is attached to and made part of theTechnical Service Contract for Missan Contract Area.

3,540,000

3,550,000

3,560,000

3,570,000

3,580,000

3,590,000

3,600,000

700,

000

710,

000

720,

000

730,

000

740,

000

750,

000

760,

000

Abu Ghirab Buzurgan Fauqi

(End of Annex B)


47/67



ANNEX B MAP OF CONTRACT AREA AKKAS

This Annex is attached to and made part of theService Development and Production Contract for Akkas Contract Area.

3,740,000

3,750,000

3,760,000

3,770,000

3,780,000

3,790,000

3,800,000

660,

000

670,

000

680,

000

690,

000

700,

000

710,

000

720,

000

(End of Annex B)


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ANNEX B MAP OF CONTRACT AREA MANSURIYA

This Annex is attached to and made part of theService Development and Production Contract for Mansuriya Contract Area.

3,760,000

3,770,000

3,780,000

3,790,000

480,

000

490,

000

500,

000

510,

000

(End of Annex B)


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ANNEX VII

ANNEX D TO CONTRACT

DEFINITION OF RESERVOIRS


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ANNEX D DEFINITION OF RESERVOIRS RUMAILA

This Annex D is attached to and made part of theTechnical Service Contract for the Rumaila Contract Area.

Al l depths quoted are in metres below Mean Sea Level .

SECTION 1 PRODUCING RESERVOIRS

A. North Rumaila Field

(i) MISHRIF RESERVOIR

Interval from 2,140m to 2,260m in R - 172 well and its lateral equivalents.

(ii) MAIN PAY RESERVOIR

Interval from 3,080m to 3,200m in R - 172 well and its lateral equivalents.

B. South Rumaila Field


Interval from 2,130m to 2,250m in Ru-94 well and its lateral equivalents.

(ii) UPPER SHALE MEMBER RESERVOIR

Interval from 2,940m to 3,035m in Ru-94 well and its lateral equivalents.

(iii) UPPER SANDSTONE MEMBER (MAIN PAY) RESERVOIR

Interval from 3,035m to 3,150m in Ru - 94 well and its lateral equivalents.

SECTION 2 DISCOVERED UNDEVELOPED RESERVOIRS


Nahr Umr, Upper Shale Member, Yamama, Najma, Alan and Mus/Adaiya.


Lower Fars, Nahr Umr, Fourth Pay and Yamama.

SECTION 3 UNDISCOVERED POTENTIAL RESERVOIRS


All reservoirs which may exist below the base of the Mus/Adaiya formation.


All reservoirs which may exist below the base of the Yamama formation.

(End of Annex D)


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ANNEX D DEFINITION OF RESERVOIRS KIRKUK

This Annex D is attached to and made part of theTechnical Service Contract for Kirkuk Contract Area.



(i) TERTIARY MAIN LIMESTONE RESERVOIR

Intervals from 68m to 123m in KK-225 well and its lateral equivalents.

(ii) CRETACEOUS RESERVOIRS

Intervals from 806m to 1,590m in KK-216 well and its lateral equivalents.


Transition Beds (above MAIN LIMESTONE RESERVOIR).


All reservoirs which may exist below the base of the Lower Qamchuqa formation(also referred to as Shuaiba formation).

(End of Annex D)


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ANNEX D DEFINITION OF RESERVOIRS WEST QURNA

This Annex D is attached to and made part of theTechnical Service Contract for West Qurna Contract Area.




Intervals from 2,267m to 2,450m in WQ-15 well and its lateral equivalents.


Saadi , Zubair, Khasib, Rumaila, Ahmadi, Ratawi, Yamama and Najma


All reservoirs which may exist below the base of the Najma Formation.

(End of Annex D)


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ANNEX D DEFINITION OF RESERVOIRS ZUBAIR

This Annex D is attached to and made part of theTechnical Service Contract for Zubair Contract Area.




Intervals from 2,210m to 2,370m in ZB-89 well and its lateral equivalents.

(ii) THIRD PAY RESERVOIR

Intervals from 3,230m to 3,325m in ZB-89 well and its lateral equivalents.


Upper Shale Member, Forth Pay, Lower Fars, Nahr Umr and Yamama .


All reservoirs which may exist below the base of the Yamama Formation

(End of Annex D)


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ANNEX D DEFINITION OF RESERVOIRS BAI HASSNA

This Annex D is attached to and made part of theTechnical Service Contract for Bai Hassan Contract Area.



(i) TERTIARY MAIN LIMESTONE RESERVOIR

Intervals from 599m to 813m in BH-81 well and its lateral equivalents.

(ii) CRETACEOUS RESERVOIRS

Intervals from 1,039m to 1,868m in BH-81 well (Shiranish, Mauddud, Shuaiba)and its lateral equivalents.


Kometan (Upper and Lower), Garagu and Gotnia.


All reservoirs which may exist below the base of the Gotnia formation.

(End of Annex D)


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ANNEX D DEFINITION OF RESERVOIRS MISSAN

This Annex D is attached to and made part of theTechnical Service Contract for Missan Contract Area.



A. Buzurgan Field

MISHRIF RESERVOIR

Intervals from 3,682m to 4,030m in BU-1 well and its lateral equivalents.

B. Fauqi Field

(i) ASMARI RESERVOIR

Intervals from 2,700m to 3,035m in FQ - 1 well and its lateral equivalents.

(ii) MISHRIF RESERVOIR

Intervals from 3560m to 3925m in FQ - 1 well and its lateral equivalents.

C. Abu-Gharib Field

ASMARI RESERVOIR

Intervals from 2,760m to 2,980m in AG - 1 well and its lateral equivalents.


Maudud reservoir of Abu Gharib Field.


A. Buzurgan Field

All reservoirs which may exist below the base of the Mishrif formation.

B. Fauqi Field

All reservoirs which may exist below the base of the Mishrif formation.

C. Abu-Gharib Field

All reservoirs which may exist below the base of the Maudud formation.

(End of Annex D)


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ANNEX D DEFINITION OF RESERVOIRS AKKAS

This Annex is attached to and made part of theService Development and Production Contract for Akkas Contract Area.


SECTION 1 DISCOVERED RESERVOIRS

(i) AKKAS RESERVOIR

Intervals from 1,176m to 2,039m in AKK-1 well and its lateral equivalents.

(ii) KHABOUR RESERVOIR

The Khabour reservoir and its lateral equivalents.


All reservoirs which may exist below the base of the Khabour formation.

(End of Annex D)


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ANNEX D DEFINITION OF RESERVOIRS MANSURIYA

This Annex is attached to and made part of theService Development and Production Contract for Mansuriya Contract Area.


SECTION 1 DISCOVERED RESERVOIRS

(i) TRANSITION BED RESERVOIRS

Intervals from 1,122m to 1,266m in Mn-1 well and its lateral equivalents.

(ii) JERIBE/DHIBAN RESERVOIRS

Intervals from 1,266m to 1,460m in Mn-1 well and its lateral equivalents.


All reservoirs which may exist below the base of the Jeribe/Dhiban Formation.

(End of Annex D)


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ANNEX VIII

ANNEX E TO CONTRACT

MINIMUM WORK OBLIGATION


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ANNEX E MINIMUM WORK OBLIGATION RUMAILA

This Annex is attached to and made part of theTechnical Service Contract for the Rumaila Contract Area.

SECTION 1 ADDITIONAL APPRAISAL OPERATIONS

(a) Acquire a 1,500 square kilometre 3-D seismic survey over the Contract Area,including processing and interpretation thereof; and

(b) Perform detailed geological and reservoir engineering studies, including 3-Dsimulation for the reservoirs, and carry out detailed laboratory and reservoirengineering studies to evaluate the most suitable recovery mechanism for allproducing and undeveloped reservoirs that will be the subject of theRehabilitation and Enhanced Redevelopment Plans. Integrate all relevantavailable data and information, including such data existing prior to the executionof Appraisal Operations.

SECTION 2 REHABILITATION WORK

(a) Drill 20 new production and 10 new injection wells;

(b) Workover 130 wells, install new ESPs on 65 wells; perform 100 stimulations;

(c) Agree and execute a thorough Reservoir Surveillance plan, to acquire sufficientdata for development planning and operations; expected to be in the order of600-800 well integrity surveys PLTs, MDTs, RSTs, well production tests and PVTmeasurements;

(d) Design and build two 150,000 BWPD produced water re-injection plants (oneeach for North and South Rumaila);

(e) Rehabilitate the existing water intake plant and supply pipeline to achieve a

working capacity of 1.25 MMBWPD;

(f) Refurbish existing or, as necessary, construct additional field gathering andprocessing facilities required to process the expected production levels resultingfrom implementation of the Rehabilitation Plan. To include an additional 3-phaseseparator, expansion of power generation and distribution by an estimated 10-20MW; 3 new flow tanks, with combined capacity of 30,000 cubic metres of oil;provision of fiscal metering at the Production Measurement Points; and

(g) Perform engineering studies for improved and enhanced production, and initiateany studies necessary for preparation of the Enhanced Redevelopment Plan.

(End of Annex E)


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ANNEX E MINIMUM WORK OBLIGATION KIRKUK

This Annex is attached to and made part of theTechnical Service Contract for the Kirkuk Contract Area.


(a) Acquire a 750 square kilometre 3-D seismic survey over the Contract Area,including processing and interpretation thereof;

(b) Drill 2 appraisal wells; and

(c) Perform detailed geological and reservoir engineering studies, including 3-Dsimulation for the reservoirs, and carry out detailed laboratory and reservoirengineering studies to evaluate the most suitable recovery mechanism for allproducing and undeveloped reservoirs that will be the subject of theRehabilitation and Enhanced Redevelopment Plans. Integrate all relevantavailable data and information, including such data existing prior to the executionof Appraisal Operations.


(a) Drill 25 wells;

(b) Workover 80 existing wells; perform stimulations on 50 wells;

(c) Agree and execute a thorough Reservoir Surveillance plan, to acquire sufficientdata for development planning and operations; expected to comprise in the orderof 500 well integrity surveys, PLTs, RSTs, well tests and PVT measurements;

(d) Rehabilitate the existing water injection system to achieve a working capacity of1.2 MMBWPD;

(e) Rehabilitate 2 existing gas compression stations and 7 degassing stations;(f) Provide a new gas lift system inclusive of gas treatment/compression with a

capacity of 100 MMscfd for the Baba Dome wells;

(g) Refurbish existing or, as necessary, construct additional field gathering andprocessing facilities required to process the expected production levels resultingfrom implementation of the Rehabilitation Plan. To include a corrosion inhibitionsystem for existing flowlines, test separation systems and expand powergeneration and distribution by an expected 10-20 MW; provision of fiscalmetering at the Production Measurement Point(s);

(h) Construct an additional 50 MMscfd gas gathering, treatment/compression, and

transportation facility for Avanah Dome gas; and

(i) Perform engineering studies for improved and enhanced production, and initiateany studies necessary for preparation of the Enhanced Redevelopment Plan.

(End of Annex E)


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ANNEX E MINIMUM WORK OBLIGATION WEST QURNA (1st PHASE)

This Annex is attached to and made part of theTechnical Service Contract for the West Qurna (1st Phase) Contract Area.


(a) Acquire a 500 square kilometre 3-D seismic survey over the Contract Area,including processing and interpretation thereof; and



(a) Workover 30 wells and complete 35 existing wells; perform stimulations in 270wells ; new perforations in 150 wells;

(b) Agree and execute a thorough Reservoir Surveillance plan, to acquire sufficientdata for development planning and operations; expected to comprise in the orderof 350 well integrity surveys, PLTs, RSTs, well tests and PVT measurements;

(c) Design and build a 250,000 BWPD fresh water injection system including waterintake facilities and supply pipeline, all capable of being expanded to 500,000BWPD, and including facilities to re-inject produced water at a later stage. It isenvisaged that some of the existing wells will be converted to water injection;

(d) Refurbish existing or, as necessary, construct additional field gathering andprocessing facilities required to process the expected production levels resultingfrom implementation of the Rehabilitation Plan; in particular expand powergeneration and distribution by an expected 10-20 MW; 1 new flow tank with acapacity of 10,000 cubic metres of oil; provision of fiscal metering at theProduction Measurement Point; and

(e) Perform engineering studies for improved and enhanced production, plus initiateany studies necessary for preparation of the Enhanced Redevelopment Plan.

(End of Annex E)


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ANNEX E MINIMUM WORK OBLIGATION ZUBAIR

This Annex is attached to and made part of theTechnical Service Contract for the Zubair Contract Area.


(a) Acquire a 1,500 square kilometre 3-D seismic survey over the Contract Area,including processing and interpretation thereof; and



(a) Drill 10 new wells;

(b) Workover 15 existing wells; install new ESPs in 35 wells, perform stimulations in50 wells;

(c) Agree and execute a thorough Reservoir Surveillance plan to acquire sufficientdata for development planning and operations; expected to comprise in the orderof 400 well integrity surveys, PLTs, RSTs, well tests and PVT measurements;

(d) Commission of the new 250,000 BWPD injection plant including provision ofadditional water filter units and refurbishment of the existing 20 kilometres watersupply pipeline;

(e) Refurbish existing or, as necessary, construct additional field gathering andprocessing facilities required to process the expected production levels resultingfrom implementation of the Rehabilitation Plan; in particular expansion of powergeneration and distribution by an expected 10-20 MW; addition of 3 flow tankstotalling 30,000 cubic metres of oil; provision of fiscal metering at the ProductionMeasurement Point; and

(f) Perform engineering studies for improved and enhanced production, plus initiateany studies necessary for preparation of the Enhanced Redevelopment Plan.

(End of Annex E)


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ANNEX E MINIMUM WORK OBLIGATION BAI HASSAN

This Annex is attached to and made part of theTechnical Service Contract for the Bai Hassan Contract Area.


(a) Acquire a 200 square kilometre 3-D seismic survey over the Contract Area,including processing and interpretation thereof;

(b) Drill 2 appraisal wel