FUFE= — woowesia cooec par @aLE ® Consortium Agreement ‘Husky Madura (BD FIELD DEVELOPMENT) NOTARISAQUS SOENARTO S.H.,Spll KANTOR: JAL)N PEMBANGUNAN 2 NOMOR:t /IAKARTA PUSAT CONSORTIUM AGREEMENT No: 1/X/2011/PAL-SWE-COOEC Between PT. PAL INDONESIA (Persero) And OFFSHORE OIL EN! INEERING CO. Ltd And PT. SUPASI WIDYA ENGINEERING HUSKY OIL (Madura) Ltd. Engineering, Procurement, Construction and Installation (EPCI) For MADURA BD FIELD DEVELOPMENTNOTARIS/RJIS SOENARTO S.H..SpN KANTOR JANA PEMBANGUNAN 2 NOMOR:t a igs & Consortium ‘Husky Madura Project (BD FIELD DEVELOPMENT) CONSOR’ NT No: 1/X/2011/PAL-COOEC-SWE ‘This CONSORTIUM AGREEMENT (hereinafter called as “AGREEMENT”) is made and entered into this date October _, 2011 (hereinafter called as the “EFFECTIVE DATE"), by and between: PT. PAL Indonesia (Persero), a limited liability company organized and existing under the laws of Republic of Indonesia , having its principle office at Ujung ~ Surabaya , PO. Box 1134 Indonesia (hereinafter referred to as the “PAL"), and OFFSHORE OIL ENGINEERING CO. Ltd, a company organized and existing under the laws of People Republic Of China , having its principal office at No. 1078, Dan Jiang Road, Tanggu, Tianjin P.R. China PO. Box 616 (hereinafter referred to as the “COOEC”), and PT. SUPASI WIDYA ENGINEERING, a limited liability company organized and existing under the laws of Republic of Indonesia, having its principal office at Jalan Hayam Wuruk No: 3 WV, Jakarta 10120 (hereinafter referred to as the "SWE”) PAL, COOEC and SWE may hereinafter individually be referred to as the “PARTY” and collectively as the “PARTIES” WITNESSETH WHEREAS, HUSKY Oil (Madura) Ltd. (hereinafter referred to as the “CLIENT”) invites a PARTICIPANT included but not limited the PARTIES in selection of goods/service provider candidates for the Engineering, Procurement, Construction and Installation (EPCI) for Madura BD Field Development (hereinafter called as the “PROJECT") located at street of Madura , East Java, Indonesia. WHEREAS, the PARTIES desire to collaborate with each other on participating in the "TENDER” by forming a consortium between the PARTIES (hereinafter referred to as “CONSORTIUM") at the aim of being awarded with, pursuing the implementation of the PROJECT and execution of the PROJECT if the PROJECT is awarded to the PARTIES; and WHEREAS, The PARTIES commit to give their best endeavors to get award the PROJECT and agree to set up the principle of their collaboration as members of CONSORTIUM for the purpose of participating in the Prequalification, Tender Bidding and Execution Process of the PROJECT if the PROJECT is awarded by the CLIENT to the CONSORTIUM pursuant to the terms and conditions provided hereunder: NOW THEREFORE, in consideration of the mutual understanding contained herein, the PARTIES hereby confirm and agree as follows; 1. The PARTIES agree by this AGREEMENT to cooperate with each other and exert their best efforts to participate for getting award in the TENDER, and execution of the PROJECT, if the PROJECT is awarded to the CONSORTIUM 2. The PARTIES agree to associate with each other on an EXCLUSIVE basis in the form of a CONSORTIUM for the purpose of participating in the TENDER, pursuing the implementation of the PROJECT and in the execution of the PROJECT, if the PROJECT is awarded to the CONSORTIUM Page 20f9 i otNOTARIS BAfS SOENARTO S.H.,SpN KANTOR: JALAN PEMBANGUNAN 2 NOWIOR:1 )KARTA PUSAT G Consortium Agreement Husky Madura Project (BD FIELD DEVELOPMENT) During the term of this AGREEMENT, with regard to the CONSORTIUM formed by the PARTIES hereinabove, the PARTIES agree that: 1. Neither PARTY shall either individually or jointly with other third parties, in whatsoever form of cooperation, pursue the PROJECT, and/or give any advice or assistance to other party (etc) in connection with the PROJECT, separately or any part thereof without the prior written consent of the other PARTIES. The above restriction shall apply, without limitation, to the PARTY principal, subsidiary, affiliation or agent, and 2. Neither PARTY shall assign, pledge, notate or make other disposition of this AGREEMENT and/or any responsibility or right under this AGREEMENT, either partially or wholly, without obtaining the prior written consent of the other PARTIES. PAL, COOEC and SWE shall be jointly and severally liable and responsible toward the CLIENT in the Performance of the PROJECT, if the PROJECT is awarded by the CLIENT to the CONSORTIUM. Notwithstanding each PARTY'S interest in the CONSORTIUM, the PARTIES shall be independent contractors within their respective responsibilities and this CONSORTIUM shall not be construed to create any partnership or permanent association of any kind, and no PARTY shall be entitled to bind any other PARTY without the affected PARTY'S knowledge and written consent. ‘The PARTIES here and hereby acknowledge and agree that the leader of the CONSORTIUM shall be PT. PAL Indonesia (hereinafter called as the “CONSORTIUM LEADER") and that it shall be authorized by the PARTIES to liaise with the CLIENT in connection with the TENDER. However the CONSORTIUM LEADER shall not make any decision under the Contract with CLIENT without prior written consent of the other PARTIES. ‘The PARTIES herein agree to execute the PROJECT based on one Integrated team, however the split of responsibilities between the PARTIES will be described as follows: > Refer to the attachment The split of responsibilities other necessary conditions including arrangement of Proposal Preparation works between the PARTIES and detail reflecting the foregoing agreed allocation of the work portion is: © PT. PAL: Project Management Fabricate BD WHP platform Procurement Assistant to Commissioning Bune + COOEC: Project Management Install BD WHP platform Detailed Engineering work for BD p/f, Subsea pipeline and Gas Metering Station Install Sub Sea Pipeline Commisioning Procurement Supervision the work at GMS Construction No eeNE 1. Project Management 2. Fabricate and install Gas Metering Station at Pasuruan and Supervision by COOEC 3. Procurement 4. Commisioning Page 3 of 9 f d hNOTARIS AMS SOENARTO S.H,, SpN asa ts oo waite G Consortium Agreement Husky Madura Project (BD FIELD DEVELOPMENT) 8. Each PARTY acknowledges that cooperation of the PARTIES under this AGREEMENT is critical for the ‘success of the PROJECT, in this connection, the PARTIES agree to provide the other PARTY with reasonable information and assistance as may be requested by such other PARTIES in connection with implementation of cooperation. 9. Each PARTY will be responsible for its own cost and expense incurred or sustained by such PARTY in connection with the preparation of the proposal for the pre-qualification based on split responsibilities, the TENDER of the of the PROJECT and the implementation of this AGREEMENT. 10. The bid bond required by the bid document for the PROJECT during the TENDER (hereinafter called as the “Bid Bond”) shall be arranged and procured by the CONSORTIUM LEADER in the name of the CONSORTIUM with supporting fully back to back from PAL,SWE and COOEC at the proportional parties costs. 11, The PARTIES shall keep strictly confidential all documents and information received from each other in the course of their cooperation with respect to the PROJECT, and not to disclose such information to any third parties without prior written consent of the disclosing PARTIES. No PARTY shall disclose to any third party any know-how or other technical, commercial, financial or other information relating the PROJECT, except the case that the same may already be in the public domain or as may be required by any governmental or regulatory body or court of law. And if CONSORTIUM does not pass the pre- qualification stage of the PROJECT then each PARTY has responsible to sent back all necessary documents and information received from the others. 12, The PARTIES agreed that this AGREEMENT shall become effective on the EFFECTIVE DATE and shall terminate upon the occurrence of any of the following event, whichever is earlier: “The CLIENT officially advises that the PROJECT will not be proceeded any more; or ‘The CONSORTIUM does not pass the pre-qualfication stage for the PROJECT; or ‘The CLIENT have appointed other third party for the implementation of the PROJECT; or If one of the PARTY intentionally break to this agreement according to the Article 3 herein ‘A specific CONSORTIUM AGREEMENT pursuant to Article 12 herein are executed between the PARTIES specifically replacing this CONSORTIUM AGREEMENT, o f. Mutual agreement between the PARTIES is made to terminate. paoge 13. The PARTIES shall execute further specific - Consortium Agreement prior to the execution of the PROJECT to elaborate the rights, responsibilities and sharing liabilities between the PARTIES during the execution of the PROJECT, if the PROJECT is awarded by the CLIENT to the CONSORTIUM. 14, This AGREEMENT shall be governed by and construed in accordance with the laws of Republic of SINGAPORE. Any disputes or controversy arises from and in relation with the interpretation, construction; validity and performance of the AGREEMENT shall be settled amicably by the PARTIES. In case the PARTIES fail to settled the dispute in amicable way, the dispute or any breach hereof shall be settled finally by arbitration in Singapore in accordance with the rules of International Chamber of Commerce (ICC) by 3 (three) arbitrators, each shall be appointed by each PARTY. The arbitration shall be conducted in English and the award rendered by the arbitrator(s) shall be final and binding upon the PARTIES concerned. 15. The language of this AGREEMENT shall be English. Correspondence, technical and commercial documents as well as any other information relating to this AGREEMENT shall be in English. 16. Any other items arises during the valid period of this AGREEMENT which is not specifically mentioned in this AGREEMENT has to be discussed and agreed upon by all PARTIES. Page 4 of 9 o%BaLE & ‘noonesia coos Consortium Agreement Husky Madura Project (BD FIELD DEVELOPMENT) IN WITNESS WHEREOF, the PARTIES hereto have caused their duly authorized representative to sign this AGREEMENT on the day, month and year written above. For and on behalf of For and on behalf of PT. PAL Indonesia (Persero) Offshore Oil Engineering Co. Ltd 1 i i Name_: Mr. Tong Yujun_ Title — : Director of Business Development Title: General Manager of PT COOEC Indonesia Date: On behalve of Offshore Oil Engineering Co.Ltd. Date: For and on behalf of PT. SUPASI WIDYA ENGINEERING PLL, Supast Widya Engineering JAKARTA TTT ‘Name _; Mr. Chandra Ekajaya Title: President Director JAKARTA PUSATNOTARIS BAIS SOENARTO S.H.,Splv KANTOR: JALAAU PEMBANGUNAN 2 NOMIOR:1 \KARTA PUSAT Bale G& ee aoe G Cea Aer shy Madura Poe! (BD FELD DEVELOPMENT) ‘Attachment #1. MADURA BD FIELD DEVELOPMENT 1. Pre Qualification Process Administration No. DESCRIPTION PAL | COOEC | SWE Remarks ‘Approved by 1 | Consortium Agreement x x bes 2 Administration document: ~ Participate letter x Leader - Contract Status letter / Extend letter / x x x Confirmation letter_/ No Quote Letter. ~_Akte Pendirian ( Company Registeration) x x x = GAPENRY license x : ~ Initial on each pages of ITB of x X x Pra qualification and Tender document Ethical Conduct x x x ~ Bidder Statement of legality for all x x x document. Bidder Litigation x x x = Bank Reference x x x = Financial Capability to accommodate and complete the full requirement of the x x x Contract scope of work. 7 ~ Bid Bond or Insurance x x x - Form Bidder’s Declaration x x x | = TDP (Company Registration Number) x x x = ISO 9001 ~ 2008 Certificate x x x - Company Domicily Certificate x x x = Tax payment report last 6 months x x x = ~ Last Financial Audit Statement x x x ~_NPWP (Tax Payer Identification Number) | _X x x ~ Jamsostek (Social Insurance Scheme) zy x x ~ KADIN Certificate (Chamber of Commerce and Industry) ~ Certificate of x x x Ordinary Member . ~ SKT Migas (Migas Certificate Registration) for Mechanical, Electrical, x x x Production Facility, Engineering Consultan, Steel Structure and Platform Page 6 ahNOTARIS RMS SOENARTO $.H.,Spi KANTOR: JALAN PENBANGUNAN 2 NOMLOR:1 JAKARTA PUSAT er 230ue & Consortium Agreement Husky Madura Project (BD FIELD DEVELOPMENT) 2. ‘Technical Praqualification No. | DESCRIPTION PAL COOEC SWE Remarks ] 1 | Proven Engineering expertise on a similar rz < x EPCI project 2 _ | Avaliable capacity to meet the required : : 7 Contract schedule. 3 Health, Safety and Environmental x x x All HSE Procedures 4 | Directly relevant experience from succesful | 7 x execution of similar work. I 3. Tender Process No. | DESCRIPTION Pat_| cooec | swe Remarks 1 | Directly relevant experience from succesfull | Z : execution of similar work. 2_| Engineering Technical calculation x x x 3 QNQC x x x | Health, Safety and Environmental pian for x . z the present Contract 5_| Local Content Calculation x x x 6 _| Insurance Social Insurance Scheme x x x Base on portion Workmen's Compensation and Employer's Nobles: than Liability Insurance x x | Sem oes: on portion Not less than Comprehensive General Liability Insurance | x x X | US 1,000,000 base on portion Full market Value of Hull & Machinery insurance : x © (eee In an amount of full Protection & Indemnity Insurance - x - | market value, base on portion. Towers and Extended Towers Liabilty : = iireetiearice x Full market value Not less than Removal of Wreck and /or Debris Insurance ~ x - US 5,000,000 Not less than Errors and Omissions Insurance x x x US 5,000,000, base on portion. Full value of al All risk Equipment Insurance x x x contractor of obligation & raoe 709_f, whNOTARIS RI KANTOR: JALAL }OENARTO $.H, Spl sMBANGUNAN 2 NOWOR: JARARTA PusAT BML some cooec G&G Consortium Agreement Husky Madura Project (BD FIELD DEVELOPMENT) liabiltiesin connection with in the contract. No. | DESCRIPTION [pat | cooec | swe Remarks 7 _| AllStandard Operating Procedure x x x 8 | Commercial x x x 9 | Bid Submission x x x 10 _| Bid Opening for Adm doc & Technical x % x 11_| Announce Bid Winner 12 _| Negotiation Bid Price x | 13 _| Execution x 4. Construction Process No. | DESCRIPTION PaL | cooec | SWE Remarks 1. _| Project Management x x x 2___| Detail Engineering x x x - Base on portion 3. | Shop Drawing x Rid Sepa went 4 _| Procurement x x x ‘cat Third party approval 5 | Fabrication x X_|romitioes 6 _| Construction x x Xx __| Migas 7 _| Transportation and Installation at Site x x 8 _| Pre— Commissioning x A x 9 _| Commissioning and Start Up assistance A x A Request by BKI, Migas 10 | Shipping Document : x ‘A__| and Department of Sea Transportation 11__| Start Up A x A 12 _| Operation & Maintenance Request : : : Note: Execution Review A= Assistance Page 8 of 9 (ae) ie 4NOTARIS R OENARTO S.H. Spl KANTOR: JALANREMBANGUNAN 2 NOWOR:1 Consortium Agreement JAKARTA PUSAT mim Liz cooec ‘Husky Madura Project (ED FIELD DEVELOPMENT) EXECUTIVE AGREEMENT Follow the agreement which is signed between PAL, COOEC and SWE mutual parties agree in advance to execute the subjected project like the follow basic principal by both strong points which benefit is for winning this project. Base on PAL specialty in fabricate platform , COOEC specialty in lifting & installation of platform also sub sea pipelying ability and SWE construction GMS, all parties agree to race this project together, and follow the esponsibility and work scope which is confirmed: ‘SPLIT OF RESPONSIBILITIES BETWEEN THE PARTIES for EXECUTIVING STAGE No. DESCRIPTION pat | cooec | swe Remarks 1 | Overall Project Management - — Base on portion 1a ‘Communication with Client: x x x scope of work 12 ~ Construction Management x x x Idem i 5 . Base on portion 13 Offshore Installation Management x x ee 2 | Detail Engineering A x x 3 A A x 4 " Base on portion 44 Mechanical Equipment x x x SEA ON Bh 4.2 ~ Structural Stee! x Idem 43 ~ Safety x Idem 44 - HVAC x Idem 45 - Piping x x x Idem 46 ~ Electrical Equipment and Bulk xX x x Idem 47 = Instrument Equipment and Bulk x x x Idem 5 _| Fabrication 7 x x x Idem 6 _| Construction x x x Idem 7 Transportation and Installation at : x ; site 8 _| Pre— Commissioning A A x Commissioning and Start-up 9 | Assistance _ A & zs Note: X = Execution Review A= Assistance Page 90f 9