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COMMITMENT LETTER PROFORMA

By signing this COMMITMENT LETTER, ______________ (Service Provider Company


Name) (Hereinafter also referred to as SERVICE PROVIDER) guarantees that the
SERVICE PROVIDER has undertaken to execute and complete its obligations and
liabilities under the Service Agreement/Order for ___________ (Service Order Title),
(Hereinafter also referred to as SERVICE ORDER)
Now the Conditions of this COMMITMENT LETTER are as follows:
1. In consideration of Petrofac awarding the SERRVICE ORDER, the SERVICE
PROVIDER, irrevocably and unconditionally guarantees to Petrofac, as a primary
obligation, the due performance of the entire SERVICE PROVIDERs obligations
and liabilities under the SERVICE ORDER, including the compliance with all its
terms and conditions according to their true meaning and with specific focus on
the following listed Safety, Health, Security, Environmental (HSSE); Quality
(QA/QC); Planning & Control (PC); and Industrial Relationship (IR) related
requirements:

Health Safety Security and Environmental (HSSE)

SERVICE PROVIDER is committed to providing quality work and services to


Petrofac in a manner that ensures a safe, healthy and clean business
environment for the employees, customers and the public. The goals are Zero
Accident, Zero Non-compliance and World Class Products and Services.
The principles are to:

Meet or Exceed the service requirements and expectations of Petrofac as


per SERVICE ORDER provisions and specifications;

Operate to the highest standards in health safety, security and environment


and in accordance with HSSE regulations, legislation and standards;

Conduct the business in a manner that strives to balance the sustainable


environmental, social and economic needs of the community, to the
prevention of pollution, and to provide a safe work environment, both at
worksite and camp facilities;

Mobilize and maintain a HSSE organization on site to manage and monitor


implementation of the HSSE policies , plans and procedures, in accordance
with the SERVICE ORDER provisions and specifications

Mobilize and develop a competent, innovative, responsible and motivated


work force;

Encourage and enforce, wherever appropriate, business partners, suppliers


and subcontractors to adopt equivalent principles.

Shall comply with any and all applicable Rules, Regulations and the Client
Guidelines, regarding control & prevention of pollution and waste
management.

Identify all associated HSSE hazards & risks and take all precautions,
actions and measures to mitigate the risks.

SERVICE PROVIDER will continue to systematically identify, monitor,


review and control its health, safety, security and environmental risks,
environmental impact and quality issues to ensure ongoing continual
improvement.

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Quality
SERVICE PROVIDER confirms complete understanding of their obligations
under the SERVICE ORDER to execute the Project to the highest quality
standard by operating a quality management system in compliance with ISO
9001:2000.

Set quality objectives; provide and measure quality performance goals for
quality performance improvement.

Establish a quality plan with clear (and Petrofac approved) procedures and
method statements; audited to verify effectiveness.

Employ qualified and experienced personnel, with clearly defined goals for
achieving quality.

Provide a dedicated and independent Quality Management team (QA&QC)


who are committed to achieving quality goals, with specific attention paid
to special processes; concrete works, welding, piping fabrication and
erection, material preservation, painting etc.

Provide a commitment to enforce the same rigorous Quality Management


Standards and controls on any Subcontractors and sub-vendors.

Provide an overall commitment to deliver the best possible products and


services to the Project

Planning and Control


The SERVICE PROVIDER hereby confirms complete understanding of their
obligation under the SERVICE ORDER to develop and maintain an effective
project management system covering project planning & scheduling, resource
estimating & forecasting, performance monitoring and control, and reporting
activities, in order to realize the overall objective of timely completion of the
project.
The SERVICE PROVIDER also confirms the following:

To assume sole responsibility for the progress of the subcontracted work.

To mobilize a qualified and competent Project Control organization, with


proficiency in software tools such as Primavera, (Primavera P3 is a
minimum contractual requirement, it is not negotiable) and is capable of
carrying out the project planning, scheduling & control functions.

To mobilize construction manpower (both direct and indirect), construction


equipments, tools and tackles, and consumables etc. in line with the
requirement of the project schedule.

Proposed planning & controls team is fully capable of project performance


monitoring including dynamic scheduling, project trend analysis & resource
re-forecasting, and undertakes to immediately comply with any additional
resource deployment, as and when dictated by the schedule recovery plans.

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That if at any time during the performance of the SERVICE ORDER, the
planning and control systems do not comply with Contractors systems or
requirements, SERVICE PROVIDER shall, upon notification, immediately
correct and update its procedures, processes and methodologies to meet
such requirements.

Industrial Relationship
SERVICE PROVIDER is committed to maintain appropriate Industrial
Relationship (IR) and comply with the governing laws including but not limited
to Labour Law and other provisions as stipulated or referred to in the SERVICE
ORDR.
SSERVICE PROVIDER also confirms its compliance to the specific IR
requirements stipulated or referred within the SERVICE ORDER, including but
not limited to the following;

Maximize the use of local human resources in accordance with the


governing local laws and shall take all necessary measures to train local
personnel. Favor local employment agency (ANEM)

Specific attention & precautions towards prevention of industrial unrest

Shall hire personnel in accordance with the applicable laws in effect

Be solely responsible for the timely payment of all expenses of its personnel
including salary, taxes, training costs and associated expenses as well as all
other remunerations or benefits.

Be responsible for training and familiarization of HSSE rules, renewal or


updating work permits and/or visas, as well as of the payment of welfare
costs and/or any payment to the authorities.

Periodically address to the regional inspector of work services a copy of the


list of declared workers;

Ensure that recruited personnel are covered by occupational medical care


in accordance with the legislation in force and in particular the Order dated
16 October 2001 relating to human resources and location of equipment.

Maintain the discipline of its personnel and those of its Subcontractors at


the Site and shall observe and have its and their personnel observe all the
provisions of applicable law as well as the conditions established by Client.

Provide & maintains temporary site facilities in accordance with all HSSE
regulations and notably that of the executive decree 91-05 dated 19th
January 1991 relating to matters of general protection, PPE, hygiene, waste
disposal and security at work sites.

Responsible to obtain all permits required for performing the Services and
Works.

Service Providers Code of Conduct

Service Provider agrees not to pay, offer, promise or authorize any sum or
value, gift, or other advantage of any type, whether directly or indirectly, or
through another person, to any legal or morale person (Official employee,

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regardless of their rank in the hierarchy) , with the purpose of influencing


any decision or to favour the Contractor or the Company.

Service Provider agrees not to make any payment, gift, or other advantage
(nor to offer, promise or authorize such payment, gift or advantage) or any
other object of value, of any type, whether directly or indirectly, or through
another person, to any Government Official with the purpose of influencing
any decision or to favour the Contractor or the Company, by any other
means or to acquire commercial advantages or irregularities in the affairs
of the Contractor or the Company. Official includes each of the following:
-

Any government official of any level,


Any other person in a governmental or political position, including any
agent or employee of any government agency, government department
or government company,
Any candidate for political office,
Any political party, and Any official of a public international
organization.

Service Provider recognizes that Contractor and Company do not authorize,


and expressly prohibit all payments prescribed by the laws, rules or
regulations of any country having jurisdiction over this Service Order or
matters relating thereto. Furthermore, Service Provider recognizes that no
employee of Contractor or Company shall have the authority to give any
directive relating to a commitment by Contractor or Company towards any
third party that would contravene any such laws, rules or regulations.

Neither Service Provider nor its personnel, including officers and directors,
shall give or receive any gift or entertainment in relation to this Service
Order, or any commission, fee or discount in connection with the services
covered by this Service Order that would cause Contractor or Company to
be in violation of any applicable law.

Service Provider represents that no officer, director, or employee of the


Service Provider is a Government Official. In the event any such persons
status as such should change, Contractor shall be immediately notified in
writing by Service Provider. Service Provider shall, as far as may be
practicable and after consultation with Contractor, take measures that
prove necessary to ensure that the provisions of this Article are complied
with.

In the event that Contractor or Company have a good faith belief that
Service Provider has taken any action in breach of its obligations or
representations pursuant to this Article, then Contractor shall advise
Service Provider in writing of that good faith belief and provide details, to
the extent possible, as to the basis for such belief (the Written Notice).
Upon receipt of such Written Notice, Service Provider shall cooperate fully
with enquiries made by or on behalf of the Contractor or the Company in
connection therewith. Such cooperation may entail, but is not necessarily
be limited to, access to relevant personnel for interviews and submission to
an audit of the relevant parts of the Service Providers books and accounts.

Service Provider represents that it has not obtained this Service Order by
any acts inconsistent with this Article.

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Service Provider agrees promptly to inform Contractor, by any means


permitted in the Service Order, if it becomes aware of any breach of the
obligations or representations set out in this Article or of any action by a
sub-subcontractor that would constitute a breach of this Article if this
Article were binding on such sub-subcontractor. Service Provider also
agrees immediately to notify the Contractor of any request received by
Service Provider, by whomever communicated, asking the Service Provider
to take any action that would constitute a breach of the Service Providers
obligations or representations under this Article.

In the event of any breach of the obligations or representations set out in


this Article, Contractor shall have the right to terminate this Service Order
after providing notice to the Service Provider and a reasonable opportunity
to address the allegations of breach.

Compliance Audits

Contractor shall have the right to carry out an audit either by themselves or
through a nominated internationally recognized, independent firm of
auditors, to ensure that the Service Provider has in place all controls
necessary to ensure compliance by Service Provider with its obligations in
this provision.

The Service Provider shall assist in carrying out such audit in connection
with the work under the Service Order which may be relevant to that audit,
to the extent not subject to legal (including solicitor and own client)
privilege and subject to the Service Provider not being obliged to disclose
any information which it is prohibited from disclosing under any Law.
Service Provider shall grant, and procure the grant of, to such firm access
to all such accounting information.

If required by the Service Provider, the Contractor shall procure that prior
to carrying out such audit exercise, the auditors carrying out such audit
exercise shall enter into a form of confidentiality undertaking in such form
as may be reasonably acceptable to that firm of auditors and the Service
Provider.
2. If SERVICE PROVIDER fails to perform any of its obligations under the SERVICE
ORDER, or commits any breach thereof, SERVICE PROVIDER shall immediately
upon receiving notice in writing of such failure or breach itself perform, or take such
steps as may be necessary to achieve performance of all SERVICE PROVIDERs
obligations under the SERVICE ORDER, or remedy any breach thereof and shall
indemnify and keep indemnified Petrofac against any losses, damages, costs and
expenses howsoever arising from said failure or breach, for which SERVICE
PROVIDER may be liable in accordance with the SERVICE ORDER.
3. This COMMITMENT LETTER is in addition to and not in substitution for any present
and future guarantee lien or other security held by Petrofac. Petrofac rights under
this COMMITMENT LETTER are in addition to and not exclusive of those provided
by law.
SIGNED for and on behalf of SERVICE PROVIDER by ..
Name:
Position:
Date:
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______________________
_______________________
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