ministry of oil petroleum contracts and licensing directorate

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

IRAQ’S FIRST PETROLEUM LICENSING ROUND

Baghdad, Iraq

April 23, 2009


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 ..........................................................................................15

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

10. PCLD’S 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)



1. INTRODUCTION

In the first quarter of 2008, the Ministry of Oil of the Republic of Iraq conducted a prequalification process for international and national oil companies that were interested in participating in the redevelopment and expansion of Iraq’s 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 the Ministry of Oil’s Petroleum Contracts and Licensing Directorate (“PCLD”).

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

Thirty-two (32) of the thirty-five (35) prequalified companies have paid Participation Fees for one or more Contract Areas, which has allowed them to receive data packages and the model 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 companies participating in Iraq’s First Petroleum Licensing Round.

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



2. OBJECTIVE OF THE OFFERING

The objective of the current offering is the award of a Technical Service Contracts to a Company or consortia of companies, including a State-owned partner, collectively the “Contractor”, 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 Technical Service 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 such activities.

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 of Iraq.

(b) An initial duration of up to twenty (20) years from the Contract’s effective date. All undeveloped reservoirs must be relinquished at specific milestones in each contract.

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

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

(e) All Service Fees are payable from 50% of the Contract Area’s revenue attributable to Incremental Production above a contractually-specified Baseline Production Rate that declines over the life of the Contract. Supplementary Fees are 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 each Contract 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 as employment 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 a conflict, the English language version will prevail.

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



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

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



3. KEY INFORMATION FOR BIDDERS

Table 1: Information on Contract Areas

Contract Area 2

Current Production

Level

Expected Initial

Production Rate 2

Minimum Plateau

Production Target 3

Minimum Production Increment

Bid 4

Required Technical

Qualification for Lead

Contactor

RecoverableSignature Bonus 5

Minimum Expenditure 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/A 6 400,000 Mscfd 25,000 Gas Operator 200 150

Mansuriya 0 N/A 6 300,000 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 current expectation of the Ministry of Oil for each area based on the current activities and performance in the Contract Areas. For the purposes of the PFTSC, the Initial Production Rate will be fixed and advised to all participants two (2) weeks prior to the 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 is 25,000 BOPD, except for Rumaila and Bai Hassan which are 50,000 BOPD and 10,000 BOPD, respectively.

5. The Signature Bonus is repaid with interest over five (5) years in quarterly installments commencing two (2) years after the Contract’s Effective Date.

6. Not in production.



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 Third Party Contracts1 for 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 by winning Bidder July 15, 2009

Submission of Performance Guarantees July 15, 2009 Signature of Contracts/Effective Date During August 2009 Deadline for payment of Signature Bonus 30 days after Effective Date

1 It 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 the PFTSC 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.



5. PARTICIPATING COMPANIES

In order to participate in the bidding for Iraq’s First Petroleum Licensing Round, a company must have been previously individually qualified by the PCLD and have paid a Participation 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. ConocoPhillips Edison 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) Türkiye Petrolleri Anonim Ortakligi Woodside Petroleum Ltd.



6. PARTICIPATION REQUIREMENTS

6.1. Participation Fees

In order to bid on a Contract Area in Iraq’s First Petroleum Licensing Round, each company must have paid a Participation Fee for the relevant Contract Area. The fees vary 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 Participation Fee 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 (1st Phase) 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, and then decide to pay additional Participation Fees for other Contract Areas will, in no event, be charged more than the cost of paying Participation Fees for all Contract Areas.

3. Companies wishing to bid are required to pay the appropriate Participation Fee whether bidding alone or in a consortium. Instructions for the payment of the Participation 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” or “Contractor’s Operator” in the Contract) may bid singly for those Contract Areas for which they have been qualified, the Ministry of Oil encourages the development of consortia between the prequalified companies.

In order to participate in Iraq’s First Petroleum Licensing Round, all companies must have been prequalified individually. Prequalified companies will be free to form bidding consortia up to the deadline for submission of bids for each Contract Area described in this Final Tender Protocol. The only restrictions that will apply are:

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



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

(c) The minimum interest that may be held by a member of a consortium is 5% (prior to 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 Contractor’s Operator and participation in a maximum of three Contract Areas;.

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

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

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

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

6.4. Disqualification

The prequalification of prospective Bidders may be cancelled in the following circumstances:

(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.



7. BIDDING

Bidding for the Contract Areas will take place over two days on Monday, June 29, and Tuesday, 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 senior official 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 bids opened 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:

Introduction/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 Contractor’s Operator that has paid a Participation Fee on a Contract Area will be provided with a unique official Bid Envelope and Bid Form for that area. Bids will only be accepted in the official envelope and on the official form for that Lead Contractor or Contractor’s Operator.

Contract Areas will be offered sequentially, according to the sequence, and in line with the schedule provided in this Final Tender Protocol. Companies/consortia have until the notified 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 the composition of their consortium for a bid.

The front of the Bid Envelope will contain details of the company or companies (including the Lead Contractor / Contractor’s Operator) making the bid, the percentage interests of each, information concerning the Bid Bond, the authority of a duly Authorized Representative of each company (alone or in a consortium) presenting the bid, and acceptance of all bidding conditions.

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



Lead Contractors / Contractor’s Operators who accidentally spoil a Bid Form or Bid Envelope may request a replacement from the PCLD. Replacement Bid Forms or Bid Envelopes 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/ Contractor’s 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 the Chairman of the Bid Committee and the bid examined. Subject to it conforming with instructions on the Bid Form, the bidding consortium and content of the bid will be announced.

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 according to the formula in Section 7.2 will be made public and the company or consortium with the highest points will be indicated and, subject to the Remuneration Fee in the highest scoring bid being equal to or below a pre-defined maximum, the winner will be announced.

The Chairman of the Bid Committee will then confirm the timing of bids for the next Contract 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$, to the nearest ten (10) cents, per Barrel of Crude Oil of Incremental Production delivered to the Transfer Point, (US$x.x0/bbl).

(b) The Plateau Production Target, expressed in Barrel of Crude Oil per day to be delivered, 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$, to the nearest ten (10) cents, per Barrel of Crude Oil Equivalent (US$x.x0/Boe) of Natural Gas delivered to the Transfer Point.

(d) The Plateau Production Target, at or to the nearest twenty-five (25) million standard cubic feet of Natural Gas per day above the minimum specified in Section 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 equal to one hundred (100) less the Remuneration Fee Bid (“RFB”).

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



7.3. Minimum Acceptable Bids

The Ministry of Oil will accept the high scoring bidder for each Contract Area provided that 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/are equal to or below the MRF. If:

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

(b) there is a single high scorer who’s RFB exceeds the MRF, the Chairman will make the MRF public and the high scorer will be invited to accept the MRF within the timeframe set out in the tie-breaker procedure. If accepted, the high scorer will be confirmed as the winner for the Contract Area in question. Where such option is declined, the same option will be afforded to the second place scorer. If accepted, 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 a deadline to be indicated by the Chairman of the Bidding Committee, as described below.

(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 or more of the tied Bidders has exceeded the MRF, the MRF will be disclosed to all tied Bidders in advance of the tiebreaker. No bid in excess of the MRF will be accepted.

(b) In the event of a tie in the tiebreaker bid, and the tie is between a consortium and a single company bidder, the consortium bidder will be declared the winner; if the tie is between consortia or between single companies, the award will be settled by 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 there are more than one tied bid or options per 7.3(b), the Chairman will indicate the order and subsequent process(es) will follow immediately after the conclusion of the first.

7.5. Bid Bond

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



Bid Bond will be in the amount of five million United States Dollars (US$5,000,000). The form of Bid Bond is included as Annex IV to this Final Tender Protocol and must be delivered to the Ministry’s advisors, Gaffney, Cline & Associates (“GCA”), prior to the deadline 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, 77056 U.S.A. Attention: Bill Cline / Bob George Email: [email protected] Telephone: + 1-713-850-9955

The Bid Envelope will indicate which company’s Bid Bond will be used by the consortium to guarantee the signing of the Contract.

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

Companies or consortia that have the intention of presenting bids for more than one Contract Area should ensure that they have a sufficient number of Bid Bonds, so that they 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 & Poor’s Rating Group or the equivalent ratings of Fitch Ratings or of Moody’s Investors Service.

The Bid Bonds of the participants that were not winners in the relevant Contract Area will be 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 will not 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 date defined in Section 4 and in accordance with the procedures described in Section 8 of this Final Tender Protocol;

(b) The performance guarantee is not provided to the ROC by the date described in Section 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 and conditions in Annex F of the Contract.

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



7.6. Proposed Development Approach

Within two (2) weeks following the bidding, the winning company or consortium must submit an overview of the proposed development/re-development approach supporting the 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 expected production, operating and capital cost profiles throughout the term of the contract.



8. SIGNATURE OF THE CONTRACTS

The winning company or consortia for each Contract Area that is awarded will execute a Contract 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 ratified prior to December 31, 2009, the winning company or consortia may withdraw its bid and recover its Bid Bond.

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

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

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

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

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

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

The winning bidders must submit documentation by the deadline indictated in Section 4 of this Final Tender Protocol. In the event these documents are not delivered such that the Contract 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 the necessary documentation, the other companies within the consortium must assume the responsibilities of the non-conforming company. In this situation, under no circumstance will a new company be allowed to enter into the winning consortium before the signing of the Contract.

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



9. INFORMATION AND VISAS

9.1. Visas

Companies who require assistance from the PCLD for visas for the Republic of Iraq should send an email containing the name of the person concerned, a PDF copy of the photo 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 send these requests no later than May 15, 2009 to [email protected]. Requests after this date will not be accepted, and companies will have to utilize their own resources if they wish to apply for a visa. As such it is suggested that applications are made for visas for any potential attendee at the bidding.

9.2. Phone and E-Mail Questions

The PCLD is available to provide clarification or additional information regarding the process, 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 general interest and their respective responses will be published (without disclosing the identity of the questioning company) on Iraq’s First Petroleum Licensing Round web-site (www.PCLD-Iraq.com).

(a) In Writing: Iraq’s First Petroleum Licensing Round Petroleum Contracts and Licensing Directorate Ministry of Oil Port Said Street Baghdad, Iraq

Attention: Abdul Mahdy Al-Ameedi, Deputy Director General

(b) By Phone: + 964–790–245–6067 (c) By E-mail: [email protected]

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

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

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



10. PCLD’S 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 take such 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 Iraq’s First Petroleum Licensing Round, as well as to disqualify any previously qualified company although, in this circumstance, the relevant Participation Fee would be refunded unless the decision to disqualify is due to misrepresentation, misconduct, or submission of a non-conforming bid or document.



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 Draft Exhibit 2: Form of Drawing Certificate Exhibit 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)



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 of

US$................................. be transferred to your bank1.

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 field for 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 a bid 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 may participate by tendering the appropriate Participation Fee at any time prior to the cut-off date. Finally, we understand that the rules governing the conduct of this round and bidding are as laid out in the Final Tender Protocol, which we have received, and which will be superceded in due course by the Final Tender Protocol.

We further acknowledge the necessary (Co)-Operator classification requirements for Iraq’s First Petroleum Licensing Round. To the extent that we have not yet received confirmation of our classification from the PCLD, we understand that the PCLD will 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 specified by 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 Iraq 33 Liberty St. Routing Number/Account Number: 021086773 New York, New York 10045, U.S.A. SWIFT Code: FRNYUS33



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

ANNEX II

POWER OF ATTORNEY FOR NOMINATION OF THE AUTHORIZED REPRESENTATIVE

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

existing in accordance with the laws of ……[insert Company’s 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 Iraq’s 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.


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

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



ANNEX III

CONFIDENTIALITY AGREEMENT

The undersigned hereby acknowledges its interest in Iraq’s First Petroleum Licensing Round and the procedures 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 meanings set forth in the Final Tender Protocol, which lays out the procedures that will apply in Iraq’s First Petroleum Licensing Round.

In connection with Iraq’s 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 of service contract. All such materials, data and information provided to the undersigned or any party acting on behalf of the undersigned by the PCLD, or any party acting on their behalf, including any copies of such materials, data and information and any studies, reports, analyses or other materials based on such materials, data and information, in connection with Iraq’s First Petroleum Licensing Round are referred to as "Confidential Information".

The undersigned agrees to treat all Confidential Information as confidential, and shall not disclose any Confidential 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 the same in connection with carrying out work relating to Iraq’s First Petroleum Licensing Round, and (ii) has been advised of, and agrees to comply with, the restrictions upon such Confidential Information set forth in this Agreement as if it were the undersigned. In addition, the undersigned may disclose Confidential Information to a third party without 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 act or 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 the undersigned prohibiting such disclosure.

In the event that the undersigned is required by applicable law, decree, regulation, rule or order of any competent authority to disclose any Confidential Information, the undersigned shall promptly notify the PCLD in writing so that the PCLD may seek an appropriate protective order and/or waive the undersigned's compliance with the confidentiality requirement. In the event that such protective order or other remedy is not obtained, then the undersigned 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 Information following the conclusion of its participation in Iraq’s First Petroleum Licensing Round.

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

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


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

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

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



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 Oil Port Said Street Baghdad, Iraq

Dear Sirs: 1. [Name of Bank], a _____________ organized under the laws of __________ (the

“Issuer”), 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 draw hereunder, in a single drawing, the sum of US$5,000,000 (the “Face Amount”) by presentation of a Draft and a Drawing Certificate (each as defined below) at the Issuer’s office 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 manner specified 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 of this Letter of Credit. A “Banking Day” is any day other than a Saturday, a Sunday or a day 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 Issuer of 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 Exhibit 2 (a “Drawing Certificate”). Presentation of a Draft and Drawing Certificate must be made at the Issuer’s office in New York City located at ____________, or at such other address in New York City as the Issuer may designate to the PCLD by notice given in accordance with Clause 8 of this Letter of Credit.

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



5. This Letter of Credit shall expire upon the earliest of (i) the date on which a certificate executed by the PCLD, in the form attached hereto as Exhibit 3 (an “Expiration Certificate”), is presented to the Issuer, (ii) the indefeasible payment by the Issuer to the PCLD in the manner set forth in Clause 4 of this Letter of Credit of the Face Amount upon a drawing properly made hereunder, and (iii) 5:00 p.m., New York City time, on December 31, 2009. Notwithstanding the foregoing, any drawing properly made hereunder 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 Issuer’s office designated in Clause 3 of this Letter of Credit is closed on the date set forth in (iii) of this Clause 5, the expiration date of this Letter 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 be exercised by, the PCLD.

7. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (the “Uniform Customs”). As to matters not covered by the Uniform Customs, this Letter of Credit 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 in effect in the State of New York.

8. All notices, demands, instructions, waivers or other communications to be provided pursuant to this Letter of Credit shall be in writing in English, shall be effective upon receipt, and shall be sent by personal delivery, courier, first class mail or email, to the following addresses:

(i) If to the Issuer, to:

(ii) If to the PCLD, to:

Petroleum Contracts and Licensing Directorate Ministry of Oil Port Said Street Baghdad, 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 Credit may be changed by the Issuer or the PCLD by means of a written notice given to the other at least fifteen (15) Banking Days prior to the effective date of such change.



9. This Letter of Credit sets forth in full the Issuer’s undertaking, and such undertaking shall not in any way be modified or amended by reference to any document, instrument or agreement referred to herein, except the Draft, the Drawing Certificate and any Expiration Certificate.

Very truly yours,

[NAME OF BANK]

By: ______________________________

Name: ______________________________

Title: ______________________________



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] ________________________________



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 the respective 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 _________________[insert name of single Bidder or members of bidding consortium, as applicable] (each a “Selected Company” and collectively, the “Selected Consortium”) were selected to enter into a Contract with [name of Regional Operating Company], and that either:

1. Any Selected Company/Consortium (or any duly designated Jointly Held company 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 not delivered 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 the Contract, as provided therein.

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

This certificate has been duly executed by the undersigned as of the ___________ day

of ___________, 2009.


By: ______________________________

Name: ______________________________

Title: ______________________________



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 respective meanings 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 ___________ day of ___________, 2009.


By: ______________________________

Name: ______________________________

Title: ______________________________



ANNEX V

ANNEX A TO CONTRACT

DESCRIPTION OF CONTRACT AREAS



ANNEX A – DESCRIPTION OF CONTRACT AREA – RUMAILA

This Annex A is attached to and made part of the Technical 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 3,332,670 729,538 U 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)



ANNEX A – DESCRIPTION OF CONTRACT AREA – KIRKUK

This Annex A is attached to and made part of the Technical 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 3,947,000 417,000 W 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



CORNER POINT NORTHING EASTING 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 3,966,000 405,000 TTT 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)



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

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


CORNER POINT NORTHING EASTING

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)



ANNEX A – DESCRIPTION OF CONTRACT AREA – ZUBAIR

This Annex A is attached to and made part of the Technical 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 3,393,200 738,600 I 3,399,000 750,600

(End of Annex A)



ANNEX A – DESCRIPTION OF CONTRACT AREA – BAI HASSAN

This Annex A is attached to and made part of the Technical 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 3,945,000 402,000 I 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)



ANNEX A – DESCRIPTION OF CONTRACT AREA – MISSAN

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

The Contract Area is divided into three Field areas, with corner points numbered as shown 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 3,595,750 714,000 G 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



Fauqi Field


A 3,549,800 740,400 B 3,561,250 734,400 C 3,566,000 734,400 D 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 3,555,850 741,050 N 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)



ANNEX A – DESCRIPTION OF CONTRACT AREA – AKKAS

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


Where as a result of Appraisal and Development Operations it appears reasonably likely to 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 any prior grants of rights over the relevant area to a third party, an additional surface area outside the 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)



ANNEX A – DESCRIPTION OF CONTRACT AREA – MANSURIYA

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


Where as a result of Appraisal and Development Operations it appears reasonably likely to 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 any prior grants of rights over the relevant area to a third party, an additional surface area outside the 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 3,784,000 486,000 D 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)



ANNEX VI

ANNEX B TO CONTRACT

MAP OF CONTRACT AREAS



ANNEX B – MAP OF CONTRACT AREA – RUMAILA

This Annex is attached to and made part of the Technical 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)



ANNEX B – MAP OF CONTRACT AREA – KIRKUK

This Annex is attached to and made part of the Technical 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,

000

380,

000

390,

000

400,

000

410,

000

420,

000

430,

000

440,

000

450,

000

460,

000

470,

000

(End of Annex B)



ANNEX B – MAP OF CONTRACT AREA – WEST QURNA

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

3,390,000

3,400,000

3,410,000

3,420,000

3,430,000

710,

000

720,

000

730,

000

740,

000

(End of Annex B)



ANNEX B – MAP OF CONTRACT AREA – ZUBAIR

This Annex is attached to and made part of the Technical 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)



ANNEX B – MAP OF CONTRACT AREA – BAI HASSAN

This Annex is attached to and made part of the Technical 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)



ANNEX B – MAP OF CONTRACT AREA – MISSAN

This Annex is attached to and made part of the Technical 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)



ANNEX B – MAP OF CONTRACT AREA – AKKAS

This Annex is attached to and made part of the Service 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)



ANNEX B – MAP OF CONTRACT AREA – MANSURIYA

This Annex is attached to and made part of the Service 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)



ANNEX VII

ANNEX D TO CONTRACT

DEFINITION OF RESERVOIRS



ANNEX D – DEFINITION OF RESERVOIRS – RUMAILA

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

All 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)



ANNEX D – DEFINITION OF RESERVOIRS – KIRKUK

This Annex D is attached to and made part of the Technical 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)



ANNEX D – DEFINITION OF RESERVOIRS – WEST QURNA

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




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


Sa’adi , Zubair, Khasib, Rumaila, Ahmadi, Ratawi, Yamama and Najma


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

(End of Annex D)



ANNEX D – DEFINITION OF RESERVOIRS – ZUBAIR

This Annex D is attached to and made part of the Technical 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)



ANNEX D – DEFINITION OF RESERVOIRS – BAI HASSNA

This Annex D is attached to and made part of the Technical 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)



ANNEX D – DEFINITION OF RESERVOIRS – MISSAN

This Annex D is attached to and made part of the Technical 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)



ANNEX D – DEFINITION OF RESERVOIRS – AKKAS

This Annex is attached to and made part of the Service 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)



ANNEX D – DEFINITION OF RESERVOIRS – MANSURIYA

This Annex is attached to and made part of the Service 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)



ANNEX VIII

ANNEX E TO CONTRACT

MINIMUM WORK OBLIGATION



ANNEX E – MINIMUM WORK OBLIGATION – RUMAILA

This Annex is attached to and made part of the Technical 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-D simulation for the reservoirs, and carry out detailed laboratory and reservoir engineering studies to evaluate the most suitable recovery mechanism for all producing and undeveloped reservoirs that will be the subject of the Rehabilitation and Enhanced Redevelopment Plans. Integrate all relevant available data and information, including such data existing prior to the execution of Appraisal Operations.

SECTION 2 – REHABILITATION WORK

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

(b) Workover 130 wells, install new ESP’s on 65 wells; perform 100 stimulations;

(c) Agree and execute a thorough Reservoir Surveillance plan, to acquire sufficient data for development planning and operations; expected to be in the order of 600-800 well integrity surveys PLTs, MDTs, RSTs, well production tests and PVT measurements;

(d) Design and build two 150,000 BWPD produced water re-injection plants (one each 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 and processing facilities required to process the expected production levels resulting from implementation of the Rehabilitation Plan. To include an additional 3-phase separator, expansion of power generation and distribution by an estimated 10-20 MW; 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 initiate any studies necessary for preparation of the Enhanced Redevelopment Plan.

(End of Annex E)



ANNEX E – MINIMUM WORK OBLIGATION – KIRKUK

This Annex is attached to and made part of the Technical 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-D simulation for the reservoirs, and carry out detailed laboratory and reservoir engineering studies to evaluate the most suitable recovery mechanism for all producing and undeveloped reservoirs that will be the subject of the Rehabilitation and Enhanced Redevelopment Plans. Integrate all relevant available data and information, including such data existing prior to the execution of 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 sufficient data for development planning and operations; expected to comprise in the order of 500 well integrity surveys, PLTs, RSTs, well tests and PVT measurements;

(d) Rehabilitate the existing water injection system to achieve a working capacity of 1.2 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 and processing facilities required to process the expected production levels resulting from implementation of the Rehabilitation Plan. To include a corrosion inhibition system for existing flowlines, test separation systems and expand power generation and distribution by an expected 10-20 MW; provision of fiscal metering 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 initiate any studies necessary for preparation of the Enhanced Redevelopment Plan.

(End of Annex E)



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

This Annex is attached to and made part of the Technical 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 270 wells ; new perforations in 150 wells;

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

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

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

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

(End of Annex E)



ANNEX E – MINIMUM WORK OBLIGATION – ZUBAIR

This Annex is attached to and made part of the Technical 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 in 50 wells;

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

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

(e) Refurbish existing or, as necessary, construct additional field gathering and processing facilities required to process the expected production levels resulting from implementation of the Rehabilitation Plan; in particular expansion of power generation and distribution by an expected 10-20 MW; addition of 3 flow tanks totalling 30,000 cubic metres of oil; provision of fiscal metering at the Production Measurement Point; and

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

(End of Annex E)



ANNEX E – MINIMUM WORK OBLIGATION – BAI HASSAN

This Annex is attached to and made part of the Technical 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;




(a) Drill 28 wells, including 3 new horizontal production wells;

(b) Workover 50 existing wells and perform stimulations on 100 wells;

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

(d) Review the existing design, and implement construction of, a 100,000 BWPD produced water treatment and reinjection system;

(e) Refurbish existing or, as necessary, construct additional field gathering and processing facilities required to process the expected production levels resulting from implementation of the Rehabilitation Plan. To include a corrosion inhibition system for existing flowlines; provision of test separation systems; expand power generation and distribution by an expected 10-20 MW; provision of fiscal metering at the Production Measurement Point;

(f) Adopt existing designs/contracts and install three, 50MMscfd gas compression plants to deliver gas to an existing working gas export line to the North Gas plant; and

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

(End of Annex E)



ANNEX E – MINIMUM WORK OBLIGATION – MISSAN

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

SECTION 1 – APPRAISAL OPERATIONS

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




(a) Drill 20 new wells;

(b) Workover 22 existing wells; install new ESP’s on 9 wells, perform stimulations on 35 wells;

(c) Agree and execute a thorough reservoir surveillance plan, to acquire sufficient data for development planning and operations; expected to comprise in the order of 200 production tests, well integrity surveys, PLTs, RSTs and PVT measurements;

(d) Design and construct a 50,000 BWPD fresh water injection plant for the Mishrif reservoir in the Buzurgan field. To the extent that the new wells drilled are insufficient to implement the water injection scheme, drill such additional new injection wells as required;

(e) Perform engineering studies for improved and enhanced production, including for the refurbishment of the Buzurgan CPF;

(f) Refurbish existing or, as necessary, construct additional field gathering, processing facilities and power generation/utilities required to process the expected production levels resulting from implementation of the Rehabilitation Plan including provision of fiscal metering at the Production Measurement Point;

(g) Survey and refurbish the existing oil export pipeline in the period up to commissioning of the replacement line. Any refurbishment costs in excess of US$ 20 million will be treated as Supplementary Costs under the Contract;

(h) Design and construct a 100 MMscfd gas gathering system from all 3 fields and a gas treatment plant at Buzurgan field for delivery of gas to third parties; and

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



SECTION 3 – SUPPLEMENTARY WORK

Costs under this Section will be treated as Supplementary Costs under the Contract.

(a) Design and construct a new oil export pipeline to Fao capable of handling the peak Missan oil flow rate as envisaged in the Enhanced Recovery Plan.

(End of Annex E)



ANNEX E – MINIMUM WORK OBLIGATIONS – AKKAS

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

SECTION 1 – APPRAISAL PROGRAM


(b) Carry out detailed geological and reservoir engineering studies, including 3-D simulation for the reservoirs, and carry out detailed laboratory and reservoir engineering studies to evaluate the most suitable depletion plan for the reservoirs expected to come into production within the Final Development Plan. Integrate all relevant available data and information, including such data existing prior to the execution of Appraisal Operations.

SECTION 2 – DEVELOPMENT WORK

(a) Perform engineering studies for initial production and initiate any engineering studies required for preparation of the Final Development Plan;

(b) Drill 5 new production wells;

(c) Workover 4 existing wells;

(d) Perform surveillance operations comprising production tests on all 9 wells and PVT measurements on the 5 new wells; and

(e) Construct an Early Production Facility capable of handling production of 100 MMscfd comprising field gathering, gas treatment and metering, a gas export pipeline to the Syrian border; condensate stabilization and loading facilities.

(End of Annex E)



ANNEX E – MINIMUM WORK OBLIGATIONS – MANSURIYA

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

SECTION 1 – APPRAISAL PROGRAM


(b) Carry out detailed geological and reservoir engineering studies, including 3-D simulation for the reservoirs, and carry out detailed laboratory and reservoir engineering studies to evaluate the most suitable recovery mechanism for the reservoirs expected to come into production within the Final Development Plan. Integrate all relevant available data and information, including such data existing prior to the execution of the Appraisal Operations.

SECTION 2 – DEVELOPMENT WORK

(a) Perform engineering studies for initial production and initiate any engineering studies required for preparation of the Final Development Plan;

(b) Drill 4 new production wells;

(c) Workover the 4 existing wells;

(d) Perform surveillance operations comprising production tests on all 8 wells and PVT measurements on the 4 new wells;

(e) Construct field gathering and treatment facilities to handle production of 150 MMscfd including H2S treatment and sulphur recovery, condensate stabilization and loading facilities; and

(f) Construct gas transportation facilities including a gas pipeline to the Baghdad area, suitable for ultimate field production rates.

(End of Annex E)