CONTRACT NO.

66000XXXXX

SCHEDULE C
CONTRACT PRICE AND PAYMENT PROVISIONS

1. CONTRACT PRICE
1.1 As full and complete compensation for CONTRACTOR’s performance of
the WORK and all of CONTRACTOR’s obligations hereunder in
accordance with the terms and conditions of this Contract, SAUDI
ARAMCO shall pay CONTRACTOR a lump sum Contract Price as
specified in Pricing Attachment I to Schedule "C".
1.2 Except as otherwise provided herein below, the Contract Price constitutes
the entire compensation due CONTRACTOR for the WORK and all of
CONTRACTOR’s obligations hereunder and includes, but is not limited to,
compensation for any Government-caused cost increases imposed at any
time, all applicable taxes, overtime premiums, duties, fees, overheads,
profit, mobilization and demobilization, and all other direct and indirect
costs and expenses incurred or to be incurred by CONTRACTOR
hereunder. Notwithstanding the foregoing, the Contract Price shall exclude
VAT (as defined in Paragraph 7 of Schedule "F"). Any VAT amounts
applicable to each item of goods and services shall be invoiced on a
separate line item and in accordance with Paragraph 7 of Schedule "F".
1.3 The Contract Price and rates in Pricing Attachment I to Schedule "C" are
firm for the duration of the Contract and are not subject to escalation for
any reason. No adjustments in the Contract Price or rates in Pricing
Attachment I to Schedule "C" shall be made as a result of changes in the
relative value of any currency. The Contract Price is broken down into the
constituent portions of the WORK as shown in Pricing Attachment I to
Schedule "C". The Contract Price represents an amount to compensate
CONTRACTOR for all costs, overhead and profit relating to engineering,
construction, and procurement services for the FACILITIES.
1.4 The Contract Price and rates in Pricing Attachment I to Schedule "C" shall
be adjusted only by an Amendment. Compensation for Changes and any
adjustment in the Contract Price shall also be broken down in the format
set forth in Pricing Attachment I to Schedule "C".
1.5 The lump sum Contract Price is broken down into, and is the sum of, the
following constituent elements of the WORK in the amounts set forth in
Attachment I to Schedule "C":
1.5.1 An amount to compensate CONTRACTOR for all costs, overhead
and profit relating to engineering services for the FACILITIES
("Engineering Price");
1.5.2 An amount to compensate CONTRACTOR for all costs, overhead
and profit relating to the fabrication and construction of the
FACILITIES ("Construction Price"); and
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1.5.3 An amount to compensate CONTRACTOR for all costs, overhead

and profit relating to purchase of materials and equipment,
services for Material procurement, and transportation to the Job
Site ("Material Price"). The Material Price is allocated to major
equipment ("Engineered Equipment"), and non-engineered
equipment, which includes bulk material items ("Bulk Material") and
fabricated items, including pre-assembled modules ("Non-
Engineered Equipment").
1.6 Withholding Payment
1.6.1 Further to, and not in limitation of, the terms of Schedule "A", in the
event that CONTRACTOR has failed to meet any of the obligations
specified below, SAUDI ARAMCO may, at its sole discretion,
withhold any and all payments otherwise due CONTRACTOR
under this Schedule "C" until such time as CONTRACTOR corrects
the failure. SAUDI ARAMCO reserves the right to withhold
payment under this Paragraph:
1.6.1.1 If CONTRACTOR fails to achieve a Critical Milestone Date
set forth in Attachment II of Schedule "B"; or
1.6.1.2 If CONTRACTOR fails to correct Defects in items of
equipment or Materials, related documentation and/or
services identified by SAUDI ARAMCO or specified in
CONTRACTOR’s inspection reports prior to shipment of
such items from Vendor(s); or
1.6.1.3 If CONTRACTOR fails to correct Defects in the WORK or
portions of the FACILITIES for which CONTRACTOR is
otherwise eligible for payment pursuant to Attachment I to
Schedule "C".
1.7 Deductions for Failure to Submit Reports
If CONTRACTOR fails to submit compliant reports timely on a recurring
basis, or reports submitted are not reasonably accurate and complete for
the purpose of such reporting on a recurring basis, and after at least one
written warning from Company Representative of such recurring
deficiencies, SAUDI ARAMCO may withhold at any time and from any
payments due to CONTRACTOR the amount of US$50,000 for such non-
compliance. Withheld funds shall be released promptly when, in the
judgment of Company Representative, the cause for such withholding has
been adequately remedied, subject to reinstatement for future violations as
may be appropriate.
2. COMPENSATION FOR CHANGES AND OTHER ADJUSTMENTS
2.1. Compensation or credit for Changes pursuant to Paragraph 10 of Schedule
"A", compensation for start-up and commissioning assistance pursuant to
Paragraph 9.5 of Schedule "A", compensation for standby time pursuant to
Paragraph 15 of Schedule "A", and material compensation adjustments
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pursuant to Schedule "G" do not constitute adjustments to the Contract

Price.
2.2. The compensation due CONTRACTOR or the credit due SAUDI ARAMCO
for Changes shall be established, at SAUDI ARAMCO's option, on one or
more of the following basis:
2.2.1. Lump Sum basis.
2.2.2. Time Unit Rate basis in accordance with Paragraphs 3 and 4
below and as set forth in Pricing Attachment I to Schedule "C".
2.2.3. Work Unit Rate basis in accordance with Paragraph 5 below and
as set forth in Pricing Attachment I to Schedule "C".
Once established, the amount of the compensation due CONTRACTOR or
credit due SAUDI ARAMCO for a Change ("Change Order Price") shall not
be subject to adjustment for any reason including changes in the value of
any currency.
2.3. With respect to WORK to be compensated on a Time Unit Rate basis
pursuant to Paragraph 2.2.2 above, on each scheduled working day, not
later than 10:00 a.m., CONTRACTOR shall submit to the Company
Representative detailed time sheets, in duplicate, listing the categories and
amounts of labor and equipment for which Change Order compensation is
to be charged for the previous work day. CONTRACTOR shall commence
submission of such time sheets immediately upon commencement of the
Change Order WORK and continue to submit them until completion of the
Change Order WORK. Company Representative's signature on the time
sheet shall constitute only an attestation of the time periods involved.
2.4. Upon completion or deletion of WORK performed or deleted pursuant to
Paragraph 10 of Schedule "A", the CONTRACTOR and Company
Representative shall prepare and execute appropriate documentation
certifying that the WORK involved is completed or deleted and the
compensation or credit due. This documentation shall be processed by
SAUDI ARAMCO as an invoice for payment or setoff.
2.5. Notwithstanding the provisions of Paragraph 2.4 above, SAUDI ARAMCO
shall pay the Change Order Price on a milestone or progress basis as
detailed below, provided the Change Order Price exceeds five hundred
thousand United States Dollars (US$500,000) and the Change Order
WORK will take more than six months to complete. In such event, SAUDI
ARAMCO shall reference the payment basis and milestones, if applicable,
on the Change Order, and invoicing and payment shall be in accordance
with the following, as applicable and at SAUDI ARAMCO’s sole discretion:
2.5.1. Milestone Basis: CONTRACTOR shall separately invoice SAUDI
ARAMCO for the portion of the Change Order Price allocated to
the milestone events specified on an attachment to the Change
Order upon the achievement of such events and certification of
completion by the Company Representative.
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2.5.2. Progress Basis: For individual milestones, and at SAUDI

ARAMCO’s sole discretion and written instruction, payment may
be made on a monthly basis during the progress of the Change,
CONTRACTOR may separately invoice SAUDI ARAMCO for a
proportionate part of the Change Order Price attributable to WORK
on such Change completed during the preceding month and not
included on previous invoices. CONTRACTOR shall include with
its invoice a statement, prepared and signed by Company
Representative, which, in reasonable detail, estimates and
itemizes the percentage of the Change Order WORK completed
during the preceding month. In case of disagreement, the
Company Representative’s determination as to the percentage of
Change Order WORK completed shall control.
2.6. Change Order Advance Payment
2.6.1. For any Change Order with a Change Order Price of five million
United States Dollars (US$5,000,000) or more, CONTRACTOR
may invoice SAUDI ARAMCO for any advance payment of up to
five percent (5%) of the Change Order Price ("CO Advanced
Payment").
2.6.2. CONTRACTOR shall simultaneously provide SAUDI ARAMCO
with a bank guarantee as set forth in Exhibit I to this Schedule "C"
from a bank acceptable to SAUDI ARAMCO and for an amount
equal to the CO Advance Payment.
2.6.3. After receipt of a bank guarantee acceptable to SAUDI ARAMCO
and approval of the invoice by the Company Representative,
SAUDI ARAMCO will promptly pay CONTRACTOR one hundred
percent (100%) of the CO Advance Payment.
2.6.4. SAUDI ARAMCO shall deduct ten percent (10%) of the total
invoice value attributable to the Change Order Price from each of
CONTRACTOR’s payments due hereunder until such time as the
full CO Advance Payment amount has been recovered. In the
event that this Contract is terminated prior to full recovery of the
CO Advance Payment by SAUDI ARAMCO, CONTRACTOR shall
immediately repay the balance of the CO Advance Payment to
SAUDI ARAMCO. CONTRACTOR shall have the right to replace
the bank guarantee provided to SAUDI ARAMCO in accordance
with this Paragraph 2.6 with a new bank guarantee(s) provided the
current amount of such bank guarantee is not less than the
remaining CO Advance Payment amount not yet recovered by
SAUDI ARAMCO.
2.7. Pursuant to Paragraph 15 of Schedule "A", CONTRACTOR shall be paid
for all SAUDI ARAMCO approved Standby Time at seventy percent (70%)
of the Time Unit Rates for CONTRACTOR equipment as set forth in
Pricing Attachment I to Schedule "C" up to a maximum of eight (8) hours
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per day and one hundred percent (100%) of the Time Unit Rates for
CONTRACTOR personnel as set forth in Pricing Attachment I to Schedule
"C" up to a maximum of eight (8) hours per day.
2.8. Requests for standby compensation shall be submitted at the end of
standby periods. All such requests shall be supported by daily time sheets
as provided in Paragraph 15 of Schedule "A".
2.9. With respect to WORK performed pursuant to Paragraph 9.5 of Schedule
"A", on each scheduled working day, not later than 10:00 a.m.,
CONTRACTOR shall submit to Company Representative, in duplicate,
detailed time sheets listing categories and amounts of labor and equipment
attributable to the performance of Start-up and Commissioning for the
previous work day. CONTRACTOR shall commence submission of such
time sheets immediately upon commencement of Start-up and
Commissioning assistance and continue to submit them until the
FACILITIES have been successfully operated at the conditions specified in
Schedule "B" or six months after complete or partial MCAN, whichever
comes first. CONTRACTOR shall invoice SAUDI ARAMCO monthly for
verified Start-up and Commissioning assistance in excess of the quantities
specified in Schedule "B" and at the Time Unit Labor and Equipment Rates
specified in Pricing Attachment I to Schedule "C". Company
Representative's signature on the time sheet shall constitute only an
attestation of the time periods involved.
2.10. After approval of invoices by Company Representative, SAUDI ARAMCO
will promptly pay CONTRACTOR the amounts certified as due and owing
under this Paragraph 2.
2.11. Compensation for Incidental Services
SAUDI ARAMCO shall reimburse CONTRACTOR for actual auditable and
verifiable incidental costs as specified below, incurred on SAUDI
ARAMCO’s behalf provided such costs are a) not included in the Contract
Price or Paragraphs 2.1 or 2.2 of Schedule "C", and b) incurred pursuant
to SAUDI ARAMCO’s advance written direction and approval, and c) do
not exceed fifty thousand US Dollars (US$50,000) per occurrence, and
cumulative value of five hundred thousand US Dollars (US$500,000) per
calendar year. CONTRACTOR shall invoice SAUDI ARAMCO monthly for
such incidental costs with substantiating documentation acceptable to
SAUDI ARAMCO:
2.11.1. Long-distance telephone communications and internet charges
directly incurred by SAUDI ARAMCO or SAUDI ARAMCO-
sponsored personnel through the use of SAUDI ARAMCO-
dedicated telephones, mobiles, facsimile machines, and Mobile
internet connections (per Schedule "B") assigned for SAUDI
ARAMCO use. Costs of all local calls, if any, shall be for
CONTRACTOR’s account.

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2.11.2. Meeting facilities and presentation support services for

Management Review Meetings where SAUDI ARAMCO directs
that such meetings occur in facilities other than those provided by
CONTRACTOR pursuant to this Contract.
2.11.3. CONTRACTOR-provided outside agency secretarial / clerical
support staff personnel for SAUDI ARAMCO support as and when
directed in writing by SAUDI ARAMCO. Such personnel shall be
proficient and fluent in written and spoken English. The secretaries
shall be proficient in the use of personal computers, software, and
other equipment. SAUDI ARAMCO shall have the right to review
and approve nominations for such secretarial/clerical/support
personnel.
2.11.4. Third party reproduction services in excess of project specification
requested in writing by Company Representative.
2.11.5. Courier services (DHL, Federal Express. etc.) directly incurred for
SAUDI ARAMCO.
2.11.6. Reimbursements for applicable Saudi Arab Customs duties paid by
CONTRACTOR per Paragraph 5.0 of Schedule "G".
2.11.7. Other miscellaneous expenditures for items that are not specifically
mentioned elsewhere in this Contract and do not exceed ten
thousand US Dollars ($10,000) per month, provided that the
expenditures are related to the WORK and are not included in the
lump sum Contract Price.
2.11.8. Where third party services under this Paragraph 2.11 are required,
at least three quotations shall be solicited, unless waived by the
Company Representative.
3. TIME UNIT RATES FOR PERSONNEL
3.1. The Labor Rates for CONTRACTOR personnel set forth in Pricing
Attachment I to Schedule "C" represent full and complete compensation to
CONTRACTOR for WORK performed pursuant to Paragraphs 9.5 and 10
of Schedule "A" and Paragraphs 2.2.2 and 2.6 of this Schedule "C", and
are inclusive of all costs as set forth herein.
3.1.1. Labor Rates constitute all-inclusive payment to CONTRACTOR
per hour worked by CONTRACTOR personnel directly engaged in
performance of the WORK and include compensation for overtime
premium costs for any hours worked in excess of
CONTRACTOR’s normal work week or for hours worked on
holidays and weekends.
3.1.2. Labor Rates include compensation for all costs to CONTRACTOR,
including but not limited to mobilization/ demobilization, site
overheads, camp and catering/maintenance costs, all direct salary
costs, Ramadan premiums, vacation pay, holiday pay, payroll

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insurances, sick pay, completion and severance awards,

transportation, living allowances, any Government-caused cost
increases imposed at any time, and all other burdens, indirect
costs and profit. Labor Rates shall apply to WORK performed at
any time of the day or night or any day of the week. The maximum
hours billable per any day worked is ten (10) hours.
3.1.3. The normal workweek for CONTRACTOR’s personnel shall be
consistent with the Labor Law of the Kingdom of Saudi Arabia and
shall be in accordance with Schedule "B". It is specifically agreed
that the Labor Rates represent payment by SAUDI ARAMCO to
CONTRACTOR, and not to CONTRACTOR’s personnel.
4. TIME UNIT RATES FOR EQUIPMENT
4.1. The Equipment Rates for equipment utilized for the WORK set forth in
Pricing Attachment I to Schedule "C" represent full and complete
compensation to CONTRACTOR for WORK performed pursuant to
Paragraphs 9.5 and 10 of Schedule "A" and Paragraphs 2.2.2 and 2.6 of
this Schedule "C".
4.1.1. Equipment Rates constitute all-inclusive payment to
CONTRACTOR per hour worked by CONTRACTOR equipment at
the Job Site, provided that in any scheduled workday each item of
equipment shall only be charged if the equipment was available,
and approved to work. Equipment Rates shall apply at any time of
the day or night and any day of the week, but charges for periods
in excess of ten (10) hours per scheduled workday require SAUDI
ARAMCO’s prior approval.
4.1.2. Equipment Rates include, but are not limited to, all costs for
mobilization/demobilization, transportation and travel time to and
from the WORK Site, site overheads, all maintenance costs
including maintenance labor, catering and accommodation costs
related thereto, repairs, fuel, lubricants, spare parts, operating
supplies, tools, consumables, depreciation, standby time,
insurance and taxes associated with the supply and operation of
the equipment, any Government-caused cost increases imposed at
any time, and all overhead costs and profit. Equipment Rates also
include the cost of equipment drivers or operators, if applicable.
SAUDI ARAMCO shall not be charged for equipment idle time due
to CONTRACTOR’s failure to provide operators.
4.1.3. Equipment Rates for overtime usage will be based on the following
rate formula:
Overtime Hourly Rate = Monthly Equipment Rate
260 hours/month
For purposes of this Paragraph, overtime is defined as time
actually worked in excess of a normal ten (10) hour daily shift,
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regardless of the day of the week. All overtime shall require prior
approval by SAUDI ARAMCO. Without limitation, equipment
overtime shall be chargeable only so long as the equipment
operator is available.
4.1.4. Monthly Rates for equipment shall be for ten (10) hours per day
and for twenty six (26) days per month.
4.1.5. SAUDI ARAMCO shall not be charged for equipment downtime
due to breakdown or major maintenance. For purposes of this
Paragraph, maintenance or repair work on the affected equipment
which is accomplished within two (2) consecutive working hours of
its removal from the WORK shall be considered routine
maintenance. All other maintenance and repair work shall be
considered major maintenance and the period encompassed shall
be non-chargeable from the time the affected equipment becomes
inoperable.
4.1.6. Should the removal from the Job Site of any item of
CONTRACTOR equipment requiring major repair impede the
progress of the WORK or should any item of CONTRACTOR
equipment be lost or destroyed, CONTRACTOR shall promptly
supply an equipment substitute unless otherwise agreed by SAUDI
ARAMCO. Equipment not meeting SAUDI ARAMCO safety
standards shall be considered inoperative and shall be non-
chargeable hereunder.
4.1.7. CONTRACTOR shall be responsible for delivery of its equipment
to and removal from the WORK Site at no additional cost to SAUDI
ARAMCO. CONTRACTOR must obtain SAUDI ARAMCO’s
approval for use of equipment in the WORK prior to charging
SAUDI ARAMCO for such equipment.
4.1.8. Company Representative will determine whether hourly or monthly
equipment rates shall apply for an invoice period.
5. WORK UNIT RATES
Work Unit Rates for Changes set forth in Pricing Attachment I to Schedule "C"
represent an alternative basis for determining the full and complete compensation
due to CONTRACTOR for accomplishing a Change or the credit due SAUDI
ARAMCO for deleted WORK. They are inclusive of all costs, including but not
limited to the cost of labor, material, engineering, taxes, transportation,
preparation, handling, fabrication, construction, overhead, any Government-
caused cost increases imposed at any time, profit and fee as applicable. Work
Unit Rates for Changes shall remain the same whether the Change represents an
increase or decrease in WORK.
6. PAYMENT OF CONTRACT PRICE
6.1. Payment of Advance Payments

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6.1.1. After the Effective Date of this Contract, CONTRACTOR may

invoice SAUDI ARAMCO for any advance payment (not to exceed
an amount equal to five percent (5%) of the lump sum Contract
Price) as set forth in Pricing Attachment I to Schedule "C"
("Advance Payment"). CONTRACTOR shall simultaneously
provide SAUDI ARAMCO with a bank guarantee as set forth in
Exhibit I to this Schedule "C" from a bank acceptable to SAUDI
ARAMCO and for an amount equal to the Advance Payment plus
the amount of Value Added Tax (VAT) payable in respect of the
Advance Payment.
6.1.2. After receipt of a bank guarantee acceptable to SAUDI ARAMCO
and approval of the invoice by the Company Representative,
SAUDI ARAMCO will promptly pay CONTRACTOR one hundred
percent (100%) of the Advance Payment.
6.1.3. SAUDI ARAMCO shall deduct ten percent (10%) of the total
invoice value attributable to the lump sum Contract Price from
each of CONTRACTOR’s payments due hereunder until such time
as the full Advance Payment amount has been recovered. For
clarity, this deduction is in addition to the six percent (6%) retention
per Paragraph 6.5 below. In the event that this Contract is
terminated prior to full recovery of the Advance Payment by SAUDI
ARAMCO, CONTRACTOR shall immediately repay the balance of
the Advance Payment to SAUDI ARAMCO. CONTRACTOR shall
have the right to replace the bank guarantee provided to SAUDI
ARAMCO in accordance with this Paragraph 6.1 with a new bank
guarantee(s) provided the current amount of such bank guarantee
is not less than the remaining Advance Payment amount not yet
recovered by SAUDI ARAMCO plus the VAT in respect of such
amount.
6.2. Payment of Engineering Price
6.2.1. CONTRACTOR shall prepare and submit a listing of all design
deliverables, categorized by deliverable type ("Deliverables List")
to the Company Representative for review within thirty (30) days
after the Effective Date. CONTRACTOR shall not invoice SAUDI
ARAMCO for any part of the Engineering Price until the detail
activities, deliverables, quantities and weightings in the
Deliverables List have been agreed and approved by SAUDI
ARAMCO.
6.2.2. In the event that CONTRACTOR and SAUDI ARAMCO disagree
as to the content of the Deliverables Lists, the determination of the
Company Representative shall control.
6.2.3. CONTRACTOR shall revise the Deliverables List as required by
the Company Representative to reflect revisions to the Project
Execution Plan (PEP) and Changes. Revisions to the Deliverables
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List shall require Company Representative’s approval prior to their

use to calculate progress payments.
6.3. Payment of Construction Price
CONTRACTOR shall invoice SAUDI ARAMCO once monthly for the
completed portion of the WORK included in the Construction Price. In
accordance with Paragraph 6.3.1, the amounts invoiced for WORK shall
be directly related to the Milestones Categories achieved prior to the end
of the invoice period, less amounts previously invoiced. CONTRACTOR
shall submit a statement approved by the Company Representative, which
in reasonable detail estimates and itemizes the WORK completed during
the preceding month. In case of disagreement, the Company
Representative’s determination as to the percentage of WORK completed
shall control.
6.3.1. The Construction Price is comprised of work breakdown structure
weightings ("Milestone Categories") set forth in Attachment I to
Schedule "C" and such Milestone Categories shall be used as the
basis for determining incremental payments for performance of the
WORK.
6.3.2. Payment for Milestone Categories shall be due only when the
respective activities/deliverables are 100% completed and
accepted by the Company Representative. The total payable for
individual Milestone Categories shall be determined as specified in
Attachment I to Schedule "C".
6.3.3. Progress Payments
For individual Milestone Categories, and at SAUDI ARAMCO’s
sole discretion and written instruction, payment may be made on a
monthly basis during the progress of the WORK, CONTRACTOR
may separately invoice SAUDI ARAMCO for a proportionate part
of the Milestone Category completed during the preceding month
and not included on previous invoices. CONTRACTOR shall
include with its invoice a statement, prepared and signed by
Company Representative, which, in reasonable detail, estimates
and itemizes the percentage of the Milestone Category completed
during the preceding month. In case of disagreement, the
Company Representative’s determination as to the percentage of
Milestone Category completed shall control.
6.4. Payment of Material Price
CONTRACTOR shall invoice SAUDI ARAMCO once monthly for that
portion of the WORK included in the Material Price detailed in Attachment I
to Schedule "C" ("Material Price Breakdown"):
6.4.1. CONTRACTOR shall prepare and submit a comprehensive
purchase order placement plan for all Engineered Equipment and
Non-Engineered Equipment as specified in the Material Price
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Breakdown. The plan shall include purchase order placement

dates, expected delivery dates, CONTRACTOR’s payment plans
with Vendors, proposed invoices to SAUDI ARAMCO and timing of
those invoices, and other factors relevant to performance of the
WORK.
6.4.2. SAUDI ARAMCO shall have the right to review and approve
CONTRACTOR’s purchase order plan provided under Paragraph
6.4.1 above. CONTRACTOR shall not be entitled to invoice SAUDI
ARAMCO for materials until CONTRACTOR’s purchase order plan
has been agreed to and approved by the Company
Representative.
6.4.3. Engineered Equipment
Engineered Equipment shall include the items listed in Pricing
Attachment I to Schedule "C". CONTRACTOR may invoice for the
Engineered Equipment in accordance with the following:
6.4.3.1. Ten percent (10%) of the Material Price allocated to each
separable Engineered Equipment item upon
CONTRACTOR’s placement of Purchase Order for such
item and providing SAUDI ARAMCO with proof of
CONTRACTOR’s corresponding payment to Vendor.
6.4.3.2. Fifteen percent (15%) of the Material Price allocated to
each separable Engineered Equipment item upon
completion of Vendor engineering for such item and
release by CONTRACTOR of complete engineering
documents and related documentation and data for
fabrication.
6.4.3.3. Twenty-five percent (25%) of the Material Price allocated
to each separable Engineered Equipment item
CONTRACTOR providing certification from the Vendor that
the major raw materials required for the manufacture of the
Engineered Equipment item have been received at
Vendor’s factory.
6.4.3.4. Twenty percent (20%) of the Material Price allocated to
each separable Engineered Equipment item upon
completion of Factory Acceptance Test of such item.
6.4.3.5. Fifteen percent (15%) of the Material Price allocated to
each separable Engineered Equipment item on shipment
of such item, including all its parts, by the Vendor(s)
thereof to the Job Site, and supported by the Vendor's
invoice and proof of shipment.
6.4.3.6. Ten percent (10%) of the Material Price allocated to each
separable Engineered Equipment item on final receipt of
such item, including all its parts, at the Job Site and
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passed the receiving inspection in accordance with

Schedule "Q" as certified by SAUDI ARAMCO.
6.4.3.7. Five percent (5%) of the Material Price allocated to the
Purchase Order for submittal and acceptance, by SAUDI
ARAMCO, of NMR’s and the complete spare parts data
package as specified in SAEP-3101.
6.4.4. Non-Engineered Equipment
Non-Engineered Equipment shall include the items listed in
Attachment I to Schedule "C". CONTRACTOR may invoice for the
Non-Engineered Equipment in accordance with the following:
6.4.4.1. Ten percent (10%) of the Material Price allocated to each
separable Non-Engineered Equipment item upon
CONTRACTOR’s placement of Purchase Order for such
item and providing SAUDI ARAMCO with proof of
CONTRACTOR’S corresponding payment to Vendor.
6.4.4.2. Seventy-five percent (75%) of the Material Price allocated
to each separable Non-Engineered Equipment item upon
shipment of such item by the Vendor(s) thereof to the Job
Site, and supported by the Vendor’s invoice and proof of
shipment.
6.4.4.3. Fifteen percent (15%) of the Material Price allocated to
each separable Non-Engineered Equipment item on final
acceptance receipt of such item to the Job Site and passed
the receiving inspection in accordance with Schedule "Q"
as certified by SAUDI ARAMCO, including all Products
Data and Operations & Maintenance Manuals.
In connection with payment of the Material Price, CONTRACTOR shall
provide SAUDI ARAMCO with a bank guarantee in the form set forth in
Exhibit II of this Schedule "C" from a bank acceptable to SAUDI ARAMCO.
SAUDI ARAMCO shall not approve CONTRACTOR’s invoices for any part
of the Material Price unless the current amount of such bank guarantee
certified to SAUDI ARAMCO by the bank is no less than the difference
between (1) the total amount invoiced to date pursuant to Paragraphs
6.4.3.1, 6.4.3.2, 6.4.3.3, 6.4.3.4, and 6.4.3.5 for Engineered Equipment
and Paragraphs 6.4.4.1 and 6.4.4.2 for Non-Engineered Equipment which
remain undelivered to the Job Site plus the VAT payable by SAUDI
ARAMCO in respect of such amounts; and (2) SAUDI ARAMCO’s retention
calculated in accordance with Paragraph 6.5 below.
6.5. Retention
6.5.1. After approval by the Company Representative of each invoice
submitted by CONTRACTOR in accordance with Paragraphs 6.2,
6.3, and 6.4 above, SAUDI ARAMCO will promptly pay such
invoice less, a retention of six percent (6%), until the total amount
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retained equals three percent (3%) of the Contract Price. All such
payments by SAUDI ARAMCO shall not be construed as
acceptance of any part of the WORK. Sums retained pursuant to
this Paragraph shall be paid to CONTRACTOR in accordance with
Paragraph 8 below. CONTRACTOR agrees that the full legal and
beneficial ownership in the retention shall remain vested in SAUDI
ARAMCO and CONTRACTOR shall have no interest therein until
such time as the same is to be included in any payment made
under this Contract.
6.5.2. SAUDI ARAMCO and CONTRACTOR agree that, subject to
Paragraph 6.5.4, CONTRACTOR shall have a right to provide a
bank guarantee, in the form set forth in Exhibit IV of this Schedule
"C" and from a bank acceptable to SAUDI ARAMCO, in lieu of the
retention to be withheld by SAUDI ARAMCO pursuant to
Paragraph 6.5.1. Such bank guarantee shall:
6.5.2.1. be in the amount of three percent (3%) of the Contract
Price; and
6.5.2.2. be provided to SAUDI ARAMCO at any time during the
performance of WORK prior to SAUDI ARAMCO’s
acceptance of Mechanical Completion.
6.5.3. Should CONTRACTOR fail to provide a bank guarantee as
required by Paragraph 6.5.2, CONTRACTOR shall not be entitled
to replace the retention with the bank guarantee.
6.5.4. If at any time the Contract Price is increased such that the value of
the retention or bank guarantee provided pursuant to Paragraph
6.5.3 is less than three percent (3%) of the Contract Price, SAUDI
ARAMCO may (at its absolute discretion) and as applicable:
6.5.4.1. require CONTRACTOR to increase the value of such
bank guarantee so that it equals three percent (3%) of
the Contract Price and, as a condition precedent to any
further entitlement to payment under the Contract; or
6.5.4.2. retain from all future payments to be made to
CONTRACTOR an amount of retention equal to six
percent (6%) of any corresponding invoices until the
aggregate of the total so retained and the value of the
bank guarantee provided pursuant to Paragraph 6.5.3
equals three percent (3%) of the Contract Price.
6.5.5. Should CONTRACTOR fail to increase the value of the bank
guarantee when required by SAUDI ARAMCO pursuant to
Paragraph 6.5.4.1, SAUDI ARAMCO may, at its absolute
discretion, exercise its rights under Paragraph 6.5.4.2 in lieu of
requiring an increase in the value of the bank guarantee.

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6.5.6. Upon SAUDI ARAMCO’s acceptance of Mechanical Completion,

the CONTRACTOR may replace its existing bank guarantee and
submit a new bank guarantee with a reduced amount equal to one
and one-half percent (1.5%) of the Contract Price.
6.5.7. Where the bank guarantee provided pursuant to Paragraph 6.5.2 is
subject, pursuant to its terms, to a fixed expiry date,
CONTRACTOR shall, not less than fourteen (14) days prior to
such expiry date, amend or replace such bank guarantee with a
duly executed amended or replacement bank guarantee. Any
replacement bank guarantee shall be from a bank acceptable to
SAUDI ARAMCO, and shall be on identical terms to the replaced
bank guarantee save that:
6.5.7.1. its amount shall be equal to the available amount of the
replaced bank guarantee on expiry; and
6.5.7.2. any fixed expiry date shall be reasonably adjusted to
occur not less than thirty (30) days after the date on
which SAUDI ARAMCO will be obliged to return the
bank guarantee to CONTRACTOR.
6.5.8. CONTRACTOR may convert the existing bank guarantee held by
SAUDI ARAMCO pursuant to Paragraph 6.5.2 to retention by
paying SAUDI ARAMCO in a single payment to be applied as
retention an amount equal to three percent (3%) of the Contract
Price at that time of conversion. SAUDI ARAMCO will release the
bank guarantee upon receipt of one hundred percent (100%)
payment of three percent (3%) in retention.
6.5.9. Without in any way limiting SAUDI ARAMCO’s rights and remedies
under the Contract, if CONTRACTOR fails to provide an amended
or replacement bank guarantee under this Paragraph 6.5 when
required, SAUDI ARAMCO shall have the right to call on the
outstanding balance of such bank guarantee and hold the same as
security for compliance by CONTRACTOR with its obligations and
liabilities under the Contract. SAUDI ARAMCO shall be entitled to
make deductions against any amounts so held in respect of any
claim for which it would have been entitled to call on an amended
or replacement bank guarantee (had CONTRACTOR provided
same pursuant to Paragraph 6.5.5), but shall otherwise return to
CONTRACTOR the remaining balance of such amounts (without
any interest) if CONTRACTOR later provides the relevant
amended or replacement bank guarantee or, if no amended or
replacement bank guarantee is provided, following the date on
which the relevant bank guarantee would have been returned in
accordance with the Contract.
6.5.10. CONTRACTOR acknowledges and agrees that the bank
guarantee provided to SAUDI ARAMCO hereunder shall, for all
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purposes, be treated by SAUDI ARAMCO as funds retained under

Paragraph 6.5.1 above, including but not limited to the application
of Paragraph 10 of Schedule "C". In particular, SAUDI ARAMCO
may, without prejudice to the exercise of its rights and other
remedies provided under the Contract, execute a call on the bank
guarantee in such amounts up to the full value of the guaranteed
amount to compensate for any amounts that SAUDI ARAMCO
would be permitted to withhold from funds retained under the
Contract. The bank guarantee provided in accordance with
Paragraph 6.5.2 is in addition to and not in substitution of all other
bank guarantees required or provided in connection with this
Contract.
6.5.11. If CONTRACTOR has not exercised its right under Paragraph
6.5.2, upon the CONTRACTOR achieving Mechanical Completion
as accepted by SAUDI ARAMCO, (i) the CONTRACTOR may
invoice SAUDI ARAMCO for payment of up to fifty percent (50%) of
the amount retained under Paragraph 6.5.1 without submission of
a bank guarantee, and without SAUDI ARAMCO applying a
discount and (ii) the CONTRACTOR may invoice SAUDI ARAMCO
for payment of up to remaining fifty percent (50%) of the total
amount retained under Paragraph 6.5.1 with bank guarantee in the
form set forth in Exhibit IV to this Schedule "C" from a bank
acceptable to SAUDI ARAMCO for an amount equal to one and
one-half percent (1.5%) of the Contract Price.

6.5.12. If the CONTRACTOR does not request early release of retention

as described in paragraph 6.5.11, then the CONTRACTOR may
invoice one hundred percent (100%) release of collected retention
and SAUDI ARAMCO will promptly pay CONTRACTOR one
hundred percent (100%) of collected retention upon processing of
the Final Release Agreement (FRA) (SA5715-3).
7. INVOICING AND PAYMENT
7.1. CONTRACTOR shall invoice once monthly for the value of the WORK
actually performed in the preceding month in accordance with this
Contract.
7.2. CONTRACTOR's invoices shall be submitted in quadruplicate to:
Saudi Arabian Oil Company (Saudi ARAMCO)
TCS Office – Invoice Control Unit
Building: Akaria 2, Gate 10, 6th Floor, Office No.712,
Olaya Road,
Riyadh City, Saudi Arabia
Riyadh 11372
or such other addressee and location as SAUDI ARAMCO may direct in
writing.
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7.3. CONTRACTOR shall provide or furnish the following information with each
invoice:
7.3.1. Contract number;
7.3.2. Value of current invoice;
7.3.3. Net amount payable stated in both words and numbers;
7.3.4. Subtotal of all amounts prior to calculation of any VAT;
7.3.5. VAT shall be shown separately, with all zero rated goods and
services clearly identified;
7.3.6. Contractor’s VAT registration number;
7.3.7. Contractor’s remittance address;
7.3.8. Tax certificates as required by Paragraph 3 of Schedule "F";
7.3.9. A General Organization for Social Insurance (GOSI) certificate
confirming that CONTRACTOR has discharged its obligations to
GOSI in accordance with Social Insurance Law; and
7.3.10. A certification in the form set forth in Exhibit III of this Schedule "C",
signed by an authorized CONTRACTOR’s officer, confirming that
CONTRACTOR has complied with its obligations to compensate
its employees and Subcontractors as required by Paragraph 13.6
of Schedule "A".
7.4. SAUDI ARAMCO may refuse payment for disputed items included in
CONTRACTOR invoices, and may make payment for the remaining
undisputed items. SAUDI ARAMCO will advise CONTRACTOR as the
specific disputed items and associated amounts for which payment is
being refused. CONTRACTOR shall include any such disputed items in
subsequent invoices when the cause for payment refusal has been
adequately remedied to SAUDI ARAMCO’s satisfaction.
7.5. CONTRACTOR shall invoice SAUDI ARAMCO in the currency set forth in
Pricing Attachment I to Schedule "C" and shall be paid in such currency or,
at CONTRACTOR's request and subject to SAUDI ARAMCO's approval, a
Contract awarded in Saudi Riyals may be paid in U.S. Dollars. The rate of
exchange used by SAUDI ARAMCO to convert Saudi Riyals to U.S.
Dollars will be the SAUDI ARAMCO rate of exchange in effect on the date
each invoice is processed for payment by SAUDI ARAMCO.
7.6. All payments from SAUDI ARAMCO to CONTRACTOR relative to this
Contract shall be made by wire transfer to CONTRACTOR’s bank account.
Within ten (10) calendar days after the effective date of the Contract,
CONTRACTOR shall submit in writing to SAUDI ARAMCO Treasurer’s
Organization, at the address specified in Paragraph 7.2 above, the
following information regarding the bank account to which CONTRACTOR
proposes all SAUDI ARAMCO payments relative to this Contract be
deposited:
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7.6.1. Bank Name;

7.6.2. Bank Address;
7.6.3. Bank Account Number and Routing Transit Number (if applicable);
and
7.6.4. Name, Position, Telephone Number and Fax Number of
CONTRACTOR’s contact person.
SAUDI ARAMCO shall have the right to approve or reject the bank
proposed by CONTRACTOR and request CONTRACTOR to propose a
different bank.
7.7. SAUDI ARAMCO shall not be liable for delays in the transmission of
payments to CONTRACTOR’s bank account due to reasons not within
SAUDI ARAMCO’s control. SAUDI ARAMCO shall have the right, at its
sole discretion, to issue any or all payments to CONTRACTOR relative to
this Contract by check instead of by wire transfer. In such case, SAUDI
ARAMCO shall issue such check(s) at SAUDI ARAMCO’s offices in Saudi
Arabia, or mail the check(s) to CONTRACTOR’s address.
7.8. Without limitation, any fees or commissions charged by the
CONTRACTOR’s bank related to a wire transfer will be at
CONTRACTOR’s expense.
8. FINAL INVOICE PAYMENT
8.1. Following Project Completion and after fulfillment by CONTRACTOR of all
of its duties and obligations under this Contract, CONTRACTOR shall
furnish SAUDI ARAMCO with:
8.1.1. A final invoice for amounts retained under Paragraph 6.5;
8.1.2. A Final Release Agreement (SA5715-3) discharging SAUDI
ARAMCO from all liabilities, obligations and claims arising out of or
under this Contract, except for final payment and any surviving
obligations as defined in Schedule "A";
8.1.3. Proof satisfactory to SAUDI ARAMCO that there are no unsatisfied
third party claims or other indebtedness existing in connection with
the WORK (or if such claims or indebtedness exist, indemnities
sufficient to hold SAUDI ARAMCO harmless from any liability
connected with said claims or indebtedness);
8.1.4. Tax certificates as required by Paragraph 3 of Schedule "F";
8.1.5. A General Organization for Social Insurance (GOSI) certificate
confirming that CONTRACTOR has discharged its obligations to
GOSI in accordance with Social Insurance Law; and
8.1.6. A certification in the form set forth in Exhibit III of this Schedule "C",
signed by an authorized CONTRACTOR’s officer, confirming that
CONTRACTOR has complied with its obligations to compensate

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its employees and Subcontractors as required by Paragraph 13.6

of Schedule "A".
8.2. After SAUDI ARAMCO's receipt and acceptance of the foregoing
documents SAUDI ARAMCO shall pay CONTRACTOR's final invoice and
release any bank guarantee provided pursuant to Paragraph 6.5 above.
9. SAUDI ARAMCO’S AUDIT RIGHTS
CONTRACTOR and its Affiliates shall maintain, and shall cause Subcontractors
to maintain, books, records, correspondence, instructions, plans, drawings,
receipts, vouchers, memoranda and other evidence (the foregoing constitute
"records" for the purpose of this Paragraph), according to such accounting
procedures and practices as are satisfactory to SAUDI ARAMCO, sufficient to
accurately and properly reflect costs incurred by CONTRACTOR and invoiced to
SAUDI ARAMCO under this Contract and the disposition of any SAUDI
ARAMCO-Supplied Materials and any SAUDI ARAMCO-Supplied Tools and
Equipment. SAUDI ARAMCO, or any firm of auditors appointed by SAUDI
ARAMCO, shall have access, at all reasonable times, to all such records for the
purpose of auditing and verifying costs or for any other reasonable purpose, and
shall have the right to reproduce any such records. CONTRACTOR shall
preserve and make available, and shall cause its Affiliates and Subcontractors to
preserve and make available, all such records for a period of two (2) years after
Project Completion or termination of this Contract; provided, however, that if any
such records are or may be required to resolve any Contractor Claim or
arbitration, or any legal proceeding pursuant to this Contract, the period of
retention and the rights of access and examination described in this Paragraph
shall continue until final disposition of such Contractor Claim, arbitration, or legal
proceeding.

10. SETOFF
SAUDI ARAMCO may deduct from amounts which are payable to
CONTRACTOR under this Contract any amounts which are payable to SAUDI
ARAMCO by CONTRACTOR under this or any other contract between them.
Without limitation, SAUDI ARAMCO may deduct under this Contract for
CONTRACTOR’s failure to fulfill its obligations hereunder, including but not
limited to Saudization requirements.
11. PURCHASE OPTION
SAUDI ARAMCO may exercise an option to purchase the Contractor Camp
facilities and/or Project Support Buildings by providing notice in writing to
CONTRACTOR. The effective date of the purchase shall be the date that SAUDI
ARAMCO provides notice of its option to purchase the Contractor Camp and/or
Project Support Buildings. Upon the effective date of the purchase,
CONTRACTOR shall take all actions and execute and deliver all documents
necessary to transfer title to SAUDI ARAMCO. The fee for the Contractor Camp
facilities and/or Project Support Buildings shall be as specified by the applicable
line item in Exhibit I to Pricing Attachment I to Schedule "C". The Parties agree
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that all rights and title to the Contractor Camp and/or Project Support Buildings
shall vest fully with SAUDI ARAMCO upon payment of the fee specified in Exhibit
I to Pricing Attachment I to Schedule "C" or as otherwise negotiated by the
Parties if no fee is specified in Exhibit I to Pricing Attachment I to Schedule "C" for
the purchase of the Contractor Camp and/or Project Support Buildings. If a fee
for purchase of the Contractor Camp and/or Project Support Buildings is not
specified in an applicable line item in Exhibit I to Pricing Attachment I to Schedule
"C", and should SAUDI ARAMCO exercise its option to purchase,
CONTRACTOR and SAUDI ARAMCO shall negotiate the terms of purchase in
good faith.
12. TRANSLATION
Because of the technical nature of Pricing Attachment I to Schedule "C", it has
not been translated into Arabic. CONTRACTOR and SAUDI ARAMCO agree to
be bound by the English text.

END OF SCHEDULE C

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EXHIBIT I

BANK GUARANTEE FOR

ADVANCE PAYMENT
The Treasurer
Saudi Arabian Oil Company
P O Box 5000
Dhahran 31311
Saudi Arabia

Gentlemen,
Pursuant to Contract No. (the Contract) between [ ] (Contractor) and the Saudi Arabian
Oil Company, (SAUDI ARAMCO), [Name of Bank] (Guarantor) hereby irrevocably and
unconditionally guarantees payment to SAUDI ARAMCO in accordance with the terms
and conditions of this guarantee a maximum guaranteed amount of
____________________ .
Guarantor covenants as follows:
a) Should SAUDI ARAMCO in its sole judgment determine that Contractor has failed
to perform according to the terms of the Contract, the Guarantor shall
immediately pay to SAUDI ARAMCO without any reservation the amount SAUDI
ARAMCO demands, notwithstanding objection by the Contractor. Such amount
shall be paid upon SAUDI ARAMCO’s first written demand in the form attached
hereto as Annex I, but shall not exceed in the aggregate the maximum
guaranteed amount.
b) Upon SAUDI ARAMCO’s demand for payment made at least three (3) business
days prior to the date payment hereunder is expected, payment shall be made to
SAUDI ARAMCO of the amount demanded in immediately available funds, not
later than 10.00 am, Saudi Arab time, on the day for which payment is
demanded. The term "business day" shall mean a day on which banks are open
for business in the city of Dammam.
c) Payments made hereunder shall be free and clear of, and without deduction for,
any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of
any nature, including Guarantor’s right of set-off.
d) The covenants hereof constitute unconditional and irrevocable direct obligations
of Guarantor. No alteration in the terms of the Contract or of the work to be
performed thereunder, no termination of the Contract and no act or omission by
SAUDI ARAMCO that might otherwise discharge Guarantor, shall release
Guarantor from any liability hereunder. The covenants hereof shall inure to the
benefits of SAUDI ARAMCO’s successors or assigns.
e) This guarantee shall remain valid and in full force and effect until ____________,
14 ______________ corresponding to _____________, 20___ and shall be

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automatically extended for successive periods of three (3) Gregorian months

each, until Guarantor receives a letter from SAUDI ARAMCO stating that
Contractor has earned the advance payment(s) according to the terms of the
Contract.
f) Guarantor represents and covenants that the amount of this guarantee, when
added to any other financial liability incurred by the Guarantor in respect of the
Contractor, does not exceed twenty-five percent (25%) of the aggregate amount
of the Guarantor’s reserves and paid-in capital.
g) All notices to SAUDI ARAMCO concerning this guarantee shall be sufficient when
delivered in person or sent by registered mail to the Treasurer at the address set
forth above, or sent by facsimile to +966 13 873-2572/875-3473.
h) This guarantee sets forth the full terms of the Guarantor’s undertaking in relation
to the above. Such undertaking shall not be modified, annulled or amplified by
reference to any other document referred to herein or to which this guarantee
relates and any such reference shall not be deemed to incorporate such
document herein.
i) This guarantee is governed by, and shall be construed exclusively in accordance
with, the laws and regulations of the Kingdom of Saudi Arabia.

________________________
(Authorized Signature)
________________________
(Name)
________________________
(Title)
________________________
(Date)

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ANNEX 1

Date: _____________

(Name and Address of Bank)

Re: Bank Guarantee for Advance Payment(s)

Agreement No. ________________

Gentlemen,
Please be advised that SAUDI ARAMCO demands payment of the above referenced
guarantee in the amount of ___________________ in accordance with the terms
thereof no later than 10:00 am on (date). One of the following payment methods shall
be specified by SAUDI ARAMCO:
1. Make the check payable to the Saudi Arabian Oil Company for pick-up by our
representative (name).
2. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a credit advice.
3. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a copy of the transfer instructions.

Treasurer
Saudi Arabian Oil Company

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EXHIBIT II
BANK GUARANTEE FOR
ADVANCE PAYMENT(S) FOR
MATERIALS
The Treasurer
Saudi Arabian Oil Company
P O Box 5000
Dhahran 31311
Saudi Arabia

Gentlemen,
Pursuant to Paragraph 6.4 of Schedule "C" of Contract No. (the Contract) between
(Contractor) and the Saudi Arabian Oil Company, (SAUDI ARAMCO), ( Name of Bank)
(Guarantor) hereby irrevocably and unconditionally guarantees payment to SAUDI
ARAMCO in accordance with the terms and conditions of this guarantee a maximum
guaranteed amount of ____________________.
Guarantor covenants as follows:
a) Should SAUDI ARAMCO in its sole judgment determine that Contractor has failed
to perform according to the terms of the Contract, the Guarantor shall
immediately pay to SAUDI ARAMCO without any reservation the amount SAUDI
ARAMCO demands, notwithstanding objection by the Contractor. Such amount
shall be paid upon SAUDI ARAMCO’s first written demand in the form attached
hereto as Annex I, but shall not exceed in the aggregate the maximum
guaranteed amount.
b) Upon SAUDI ARAMCO’s demand for payment made at least three (3) business
days prior to the date payment hereunder is expected, payment shall be made to
SAUDI ARAMCO of the amount demanded in immediately available funds, not
later than 10.00 am, Saudi Arab time, on the day for which payment is
demanded. The term "business day" shall mean a day on which banks are open
for business in the city of Dammam.
c) Payments made hereunder shall be free and clear of, and without deduction for,
any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of
any nature, including Guarantor’s right of set-off.
d) The covenants hereof constitute unconditional and irrevocable direct obligations
of Guarantor. No alteration in the terms of the Contract or of the work to be
performed thereunder, no termination of the Contract and no act or omission by
SAUDI ARAMCO that might otherwise discharge Guarantor, shall release
Guarantor from any liability hereunder. The covenants hereof shall inure to the
benefits of SAUDI ARAMCO’s successors or assigns.
e) This guarantee shall remain valid and in full force and effect until ____________,
14 ______________ corresponding to _____________, 20___ and shall be
automatically extended for successive periods of three (3) Gregorian months
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each, until Guarantor receives a letter from SAUDI ARAMCO stating that
Contractor has earned the advance payment(s) according to the terms of the
Contract.
f) Guarantor represents and covenants that the amount of this guarantee, when
added to any other financial liability incurred by the Guarantor in respect of the
contractor, does not exceed twenty-five percent (25%) of the aggregate amount
of the Guarantor’s reserves and paid-in capital.
g) All notices to SAUDI ARAMCO concerning this guarantee shall be sufficient when
delivered in person or sent by registered mail to the Treasurer at the address set
forth above, or sent by facsimile to +966 13 873-2572/875-3473.
h) This guarantee sets forth the full terms of the Guarantor’s undertaking in relation
to the above. Such undertaking shall not be modified, annulled or amplified by
reference to any other document referred to herein or to which this guarantee
relates and any such reference shall not be deemed to incorporate such
document herein.
i) This guarantee is governed by, and shall be construed exclusively in accordance
with, the laws and regulations of the Kingdom of Saudi Arabia.

________________________
(Authorized Signature)
________________________
(Name)
________________________
(Title)
________________________
(Date)

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ANNEX 1

Date: _____________
(Name and Address of Bank)

Re: Bank Guarantee for Advance Payment(s)

Agreement No. ________________

Gentlemen,
Please be advised that SAUDI ARAMCO demands payment of the above referenced
guarantee in the amount of ___________________ in accordance with the terms
thereof no later than 10:00 am on (date). One of the following payment methods shall
be specified by SAUDI ARAMCO:
1. Make the check payable to the Saudi Arabian Oil Company for pick-up by our
representative (name).
2. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a credit advice.
3. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a copy of the transfer instructions.

Treasurer
Saudi Arabian Oil Company

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EXHIBIT III

Date: _____________

Company Representative
Attn.: XXXXXXXXXXXXXX
SAUDI ARABIAN OIL COMPANY
Dhahran, Saudi Arabia

In the matter of Contract 66000XXXXX dated the day of , 20_, between SAUDI
ARAMCO and [Insert Name of Contractor] referred to as (the CONTRACTOR). I, [Insert
Officer Name], do certify that:
1. I am an Officer of [Insert Name of Contractor], and as such I have full knowledge of
all the facts herein set forth;
[CONTRACTOR shall select the statement that reflects the status of CONTRACTOR’s
obligations to compensate its employees and Subcontractors]
2. CONTRACTOR has paid all of the currently owed salaries and benefits for
CONTRACTOR’s employees and all CONTRACTOR’s due and payable invoices
from its Subcontractors.
2. CONTRACTOR has not paid all of the currently owed salaries and benefits for
CONTRACTOR’s employees and all CONTRACTOR’s due and payable invoices
from its Subcontractors. The list of CONTRACTOR’s unpaid or delayed payments
(for more than thirty (30) consecutive calendar days) to CONTRACTOR’s employees
and/or Subcontractors, with a clear indication of the reasons for the delay, and the
actions taken to resolve the delayed payment is attached hereto as Annex I.
I make this certification conscientiously believing it to be true, and knowing it is of the
same force and effect as if made under oath.

Yours truly,

[Insert Officer Name]

[Insert Name of Contractor]

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EXHIBIT IV
BANK GUARANTEE
IN LIEU OF RETENTION
The Treasurer
Saudi Arabian Oil Company
P O Box 5000
Dhahran 31311
Saudi Arabia

Gentlemen,
Pursuant to Paragraph 6.5 of Schedule “C” of Contract No. [ ] (the Contract) between
(Contractor) and the Saudi Arabian Oil Company, (SAUDI ARAMCO), [ Name of Bank ]
(Guarantor) hereby irrevocably and unconditionally guarantees payment to SAUDI
ARAMCO in accordance with the terms and conditions of this guarantee a maximum
guaranteed amount of ____________________.
Guarantor covenants as follows:
a) Should SAUDI ARAMCO in its sole judgment determine that Contractor has failed
to perform according to the terms of the Contract, the Guarantor shall
immediately pay to SAUDI ARAMCO without any reservation the amount SAUDI
ARAMCO demands, notwithstanding objection by the Contractor. Such amount
shall be paid upon SAUDI ARAMCO’s first written demand in the form attached
hereto as Annex I, but shall not exceed in the aggregate the maximum
guaranteed amount.
b) Upon SAUDI ARAMCO’s demand for payment made at least three (3) business
days prior to the date payment hereunder is expected, payment shall be made to
SAUDI ARAMCO of the amount demanded in immediately available funds, not
later than 10.00 am, Saudi Arab time, on the day for which payment is
demanded. The term “business day” shall mean a day on which banks are open
for business in the city of Dammam.
c) SAUDI ARAMCO may make one or more demands under this guarantee up to
the maximum guaranteed amount. SAUDI ARAMCO may make a demand under
this guarantee without first making any demand upon the Contractor or taking any
action to claim under or enforce any rights, security or other guarantee which it
may hold from time to time in respect of the Contractor’s obligations under the
Contract.
d) Payments made hereunder shall be free and clear of, and without deduction for,
any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of
any nature, including Guarantor’s right of set-off. If any sums are required to be
deducted on account of taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, the sums payable by the Guarantor shall be increased to the
extent necessary to ensure that after the making of such deduction, SAUDI
ARAMCO receives on the due date for such payment a net sum equal to the sum
it would have received had no such deduction been required to be made.

C-EXH-IV-1
MP-LSTK / MP-IK-LSTK / MP-IK-LSPB
Revised 12/19
SCHEDULE C CONTRACT NO. 66000XXXXX

e) The covenants hereof constitute unconditional and irrevocable direct obligations

of Guarantor. The obligations of the Guarantor under this guarantee are primary
and not by way of surety or guarantee. No alteration in the terms of the Contract
or of the work to be performed thereunder, no termination of the Contract and no
act or omission by SAUDI ARAMCO that might otherwise discharge Guarantor,
shall release Guarantor from any liability hereunder. The covenants hereof shall
inure to the benefits of SAUDI ARAMCO’s successors or assigns.
f) This guarantee shall remain valid and in full force and effect until ____________,
14 ______________ corresponding to _____________, 20___ and shall be
automatically extended for successive periods of three (3) Gregorian months
each, until Guarantor receives a letter from SAUDI ARAMCO stating that
Contractor has earned the advance payment(s) according to the terms of the
Contract.
j) Guarantor represents and covenants that the amount of this guarantee, when
added to any other financial liability incurred by the Guarantor in respect of the
contractor, does not exceed twenty-five percent (25%) of the aggregate amount
of the Guarantor’s reserves and paid-in capital.
k) All notices to SAUDI ARAMCO concerning this guarantee shall sent to the SAUDI
ARAMCO Treasurer via SWIFT.
l) This guarantee sets forth the full terms of the Guarantor’s undertaking in relation
to the above. Such undertaking shall not be modified, annulled or amplified by
reference to any other document referred to herein or to which this guarantee
relates and any such reference shall not be deemed to incorporate such
document herein.
m) If at any time one or more of the provisions of the guarantee is or becomes illegal,
invalid or otherwise unenforceable in any respect, such provision or provisions
will be ineffective to the extent only of such illegality, invalidity or unenforceability
and such illegality, invalidity or unenforceability will not invalidate any other
provisions of this guarantee.
n) The Guarantor shall reimburse SAUDI ARAMCO for all legal and other costs
incurred by SAUDI ARAMCO in connection with the enforcement of this
guarantee. All sums payable for the Guarantor pursuant to this provision shall not
be regarded as part of the maximum guaranteed amount and shall be payable in
addition thereto.
o) This guarantee is governed by, and shall be construed exclusively in accordance
with, the laws and regulations of the Kingdom of Saudi Arabia.
________________________
(Authorized Signature)
________________________
(Name)
________________________

C-EXH-IV-2
MP-LSTK / MP-IK-LSTK / MP-IK-LSPB
Revised 12/19
SCHEDULE C CONTRACT NO. 66000XXXXX

(Title)
________________________
(Date)

C-EXH-IV-3
MP-LSTK / MP-IK-LSTK / MP-IK-LSPB
Revised 12/19
SCHEDULE C CONTRACT NO. 66000XXXXX

ANNEX 1

Date: _____________

(Name and Address of Bank)

Re: Bank Guarantee for Advance Payment(s)

Agreement No. ________________

Gentlemen,
Please be advised that SAUDI ARAMCO demands payment of the above referenced
guarantee in the amount of ___________________ in accordance with the terms
thereof no later than 10:00 am on (date). One of the following payment methods shall
be specified by SAUDI ARAMCO:
1. Make the check payable to the Saudi Arabian Oil Company for pick-up by our
representative (name).
2. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a credit advice.
3. Transfer the amount to Account (No. and Name) maintained at your bank and
provide SAUDI ARAMCO with a copy of the transfer instructions.

Treasurer
Saudi Arabian Oil Company

C-EXH-IV-4
MP-LSTK / MP-IK-LSTK / MP-IK-LSPB
Revised 12/19