EXHIBIT E

NIGERIAN CONTENT GUIDELINES

1. NIGERIAN CONTENT

a. “Nigerian Content” as defined in the Nigerian Oil and Gas Industry Content
Development Act (“Act”) means the quantum of composite value added to, or created in,
the Nigerian economy by a systematic development of capacity and capabilities through
the deliberate utilization of Nigerian human, material resources and services in the
Nigerian oil and gas industry.

2. CONTENT GUIDELINES

a. Contractor shall comply (and ensure that all members of Contractor Group comply) with
all Applicable Laws, the Act and these Nigerian Content Guidelines (“Content
Guidelines”).

b. Contractor shall provide (and ensure that all members of Contractor Group provide) high
quality, cost effective, competitively priced materials and services during the Term of this
Contract and seek opportunities and implement processes to ensure compliance with
Applicable Laws concerning Nigerian Content by pursuing all of the following:

a. Utilizing qualified local personnel to perform the work.

b. Procuring materials and services from local businesses.

c. Tracking the amount spent for the procurement of locally-provided materials and
services.

3. CONTENT PLAN

a. Before the Effective Date, Contractor shall prepare a Nigerian Content Execution Plan
(“NCEP”) for the purposes of expanding opportunities for locally-owned businesses to
supply materials and services and to increase the amount spent in Country for the
procurement of materials and services. Contractor shall also provide Company with
details of its Nigerian Content Execution Plan submitted as part of its technical
requirements at the technical stage (“ITT”) of the tender for this Contract.

b. Contractor shall ensure that the NCEP complies with Applicable Laws, relevant
Company policy, these Content Guidelines and generally accepted good international
industry practice for the industry in which the Services are to be provided. If a conflict
exists between components of the Content Plan, Content Guidelines, Applicable Laws,
relevant Company policy and industry practice, Contractor shall comply with the most
stringent to the extent that it is legal.

c. The NCEP shall, as a minimum, contain the following:

a. Encourage the use of Made-in-Nigeria goods and Services in the Work.

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 b. Name and address of any Subcontractor, Vendor or Supplier performing any part
of the Work using Nigerian Labor or Material.

c. Detailed description of part of Services being performed by Contractor, any

Subcontractor or Vendor or Supplier using Nigerian labor, indigenous
Subcontractor or Services. The analysis must relate the percentage of work being
done utilizing Nigerians to the overall total Work Scope.

d. Detailed description of any proposed ‘Training Programs’ to train Nigerian

Nationals to enable Contractor, Subcontractors, Suppliers to perform the Work
including the ‘Numbers of Personnel to be trained’, the ‘Type of Training’, and
the ‘Training Schedule’.

e. Contractor’s Nigerian Content Execution Plan is incorporated and made an

integral part of this Contract as page 3 of this Exhibit.

f. Domiciliation of all aspects of ‘Engineering Design’ in Nigeria.

g. Location of Project Management Team and Procurement Center in Nigeria.

h. Provide detail of in-Nigeria assets (workshops, repair shops and storage).

i. Provide details of ownership and shareholding structure.

j. Submit photocopies of Corporate Affairs Forms CAC 2, CAC 7, and CAC 10.

k. Company/ Vessel categorization status

d. Contractor shall submit the Nigerian Content Reporting Form by the tenth day of each
month during the time that Services are being performed under a Service Order.

4. OTHER OBLIGATIONS AND LIMITATIONS

a. Contractor shall engage, train and develop capacity and capabilities of indigenous
suppliers, subcontractors and personnel to perform work for which they are qualified and
competitively priced. Company makes no representations as to the suitability or any other
qualification of indigenous suppliers, subcontractors and personnel and accepts no
liability whatsoever for any Claims that may arise from their performance.

b. Contractor shall identify additional work that may be performed by utilizing indigenous
suppliers, subcontractors and personnel.

c. Nothing in these Content Guidelines shall limit or reduce Contractor’s release, liability
and indemnity obligations under this Contract.

5. TRAINING

a. Contractor shall train Nigerians culled from the Nigerian Content Development &
Monitoring Board (NCDMB) database under the Nigerian content human capacity

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 development initiative. This is an extra provision over the man-hours/costs usually made
available by contractors for training their own personnel.

b. Make a list of Trainings to be provided by the contractor

c. Contractor shall engage, train and develop local Subcontractors to perform work for
which they are reasonably qualified and have reasonably competitive pricing.

6. RESEARCH & DEVELOPMENT (R&D)

All Bidders/Contractors/Service companies or subcontractors/third party providers biding for a

project/contract/service with completion period of 12 months or more shall submit as part of
Nigerian Content requirement, a signed Memorandum of Agreement (MOA) between it and one
of the research and development (R&D) Clusters established by the Nigerian Content
Development & Monitoring Board (NCDMB). The MOA shall be relevant to the project and shall
indicate how the service company intends to use the relevant Clusters during project execution.

Successful bidder(s) shall submit to Company, on a quarterly basis, a report on its R&D activities.

7. GENERAL

a. Company, acting as Operator on behalf of itself and its partners has an objective of
supporting the development of local companies and increasing total/composite local
spend. Contractor is therefore expected to furnish local Content Plans to support this
initiative. This should include the percentage (%) of Nigerian workforce involved in the
Contract Scope activities including supervision. The attached ‘Monthly Nigerian Content
Report‘ that documents the amount of Nigerian Content utilized (see Appendix 1 below)
shall be submitted to Company each Month.

b. Contractor, in support of this Company objective, shall execute the Contract by use of
indigenous Subcontractors and Personnel where appropriate.

c. Contractor shall identify additional work that will be executed by utilizing indigenous
Suppliers, Subcontractors and Personnel.

8. Contractor shall identify any of such indigenous Subcontractors including those that form a
workable ‘Alliance’.

9. Contractor shall submit a ‘Monthly Nigerian Content Report’ not later than the 10th Day of each
Month during the time that Services are being performed under a Service Order as indicated in
Appendix 1 to this Exhibit.

The said Report as contained in Appendix shall be filled utilizing Nigerian Content Measurement
Guidelines contained in Appendix 2 below.

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 Failure to submit these Monthly Reports will result in the suspension of all Payment until the
backlog of Monthly Reports is received.

10. NIGERIAN CONTENT REQUIREMENT - PROVIDE THE FOLLOWING:

 Provide evidence of company Ownership Structure form CO2 and CO7, registration on NOGIC
JQS and DPR certificate.
 Detailed description of the location of in-country committed facilities & infrastructure (assets,
equipment, technical office, and administrative space, storage, workshop, assembly area, repair &
maintenance, testing, laboratory, etc) in Nigeria to support this contract or submit a credible and
verifiable plan towards setting.
 Provide a project-specific training, man-hour budget, skill development and technology transfer
plan for Nigerian personnel or indigenous business including evidence of past performance on
training and development for Nigerians nationals & indigenous business. Plan for sponsorship of
Nigerians to acquire competence and/or certification. Further development of local employees as
professionals. Bidders are requested to execute an enforceable MOA with Local Training Service
Provider (OGTAN member) for the provision of training services in specific technical disciplines
involved in the project.
 Submit Tenderer’s corporate organizational and project/contract specific organogram. CV’s of all
personnel (as required by the Client and service) listed in the project organogram should be
submitted. For any position to be occupied by expatriate, tenderer shall provide evidence to
obtain expatriate quota approval granted by NCDMB before any expatriate is deployed to execute
this work scope".
 Provide evidence of at least 50% Nigerian ownership of equipment as required by the client and
services.
 Provide Category C NIGERIAN CONTENT EQUIPMENT CERTIFICATE (NCEC) issued by
Nigerian Content Development and Monitoring Board of these equipment.
 Details of in-country procurement plan and Binding MOA to source goods and materials.

APPENDIX 2 - NCD-ISSUED GUIDE FOR MEASURING NIGERIAN CONTENT

Nigerian Content is defined as:
‘The quantum of composite Value added to, or created in, the Nigerian economy through the utilization of
Nigerian human and Material resources and Services in the exploration, development, exploitation,
transportation and sale of Nigerian crude oil and gas resources resulting in the development of indigenous

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capabilities, and to encourage foreign investment and participation, without compromising quality, health,
Safety and environmental standards‘.
Nigerian Content shall be measured in line with the above definition, subdivided into:
 Labor,
 Materials and Equipment, and
 Services.
Each element shall be measured and reported separately using the attached Nigerian Content
Measurement Template.
1. Labor (Manpower Costs)
Monitoring will be by Value and Rates.
Manpower costs shall be indicated.
Provide the following:
 Manhour Rates for all level of Personnel on the project (both Expatriates and Nigerians);
 Manpower distribution;
 Organizational charts showing the project management team; and
 Contractor’s management profile and supervisory Personnel at all levels.
The Average Rates admissible as Nigerian Content Manhour Rate shall be calculated by dividing the
stated percentage as a fixed factor of the Gross Manhours worked by each Category of Personnel,
whether Nigerian or Foreign.
All gross Payments (inclusive of salaries, allowances, tax, etc.) to Nigerian Citizens employed in the
direct performance and indirect support of the Work and for the period of the Work, shall be deemed
to be one hundred percent (100%) Nigerian Content.
All expenses, reimbursements or Payments (exclusive of salary, allowances, tax, etc. but inclusive of
hotel bills, transport allowances etc. expended in-country) made on behalf of non-Nigerian citizens
employed in the direct performance and indirect support of the Work and for the period of the Work,
shall be deemed to be twenty percent (20%) of the Hourly Rate of such employees and as such, only
that proportion of the Hourly Rate shall be included in the determination of Nigerian Content.
For comparative and statistical purposes, the Payments shall be split between Payments to
Managerial/Professional staff and Artisan/Junior staff.
In recognition of the need to incur costs in executing the ‘Training and Development Programs’ in the
Nigerian Content development Plan, all Personnel costs related to Training, capability development
and ‘Transfer of Technology Programs’ for Nigerian manpower on Training in-Nigeria shall be
regarded as one hundred percent (100%) Nigerian Content. Where Training is carried out abroad,
twenty-percent (20%) of related Personnel costs shall be taken as Nigerian Content.
No foreign costs like base salaries of Expatriates should be considered as part of the Nigerian Content
component, however expenses of the Expatriate in-Nigeria can be considered as Nigerian Content.
The Base Salaries of Nigerians who work with project teams outside the country are to be calculated
as Nigerian Content, while the living expenses abroad are NOT Nigerian Content.

2. Materials (Related to Goods & Services Provided)

This covers Materials procured for use either as a direct input in fabrication, construction, installation
and commissioning or indirectly, such as software, etc.

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 Where the product is manufactured in Nigeria using Nigerian raw Materials, then the Nigerian
Content is one hundred percent (100%) of the cost.
In all other instances, where the product or its components are not of Nigerian origin, the Nigerian
Content is simply the added Value to the product by Nigerians (working in a company registered and
domiciled in Nigeria) in the course of assembly, product finishing and delivery.
For consistency and ease of calculation in cases where the Value added cannot be easily and
objectively determined, this will be regarded as the Price of the product as charged to the Operator
less the foreign elements of the costs made up of:
 Cost of importing Raw Materials including Insurance & Freight;
 Import Duties plus other clearing costs such as taxes & levies (NPA, ECOWAS Fund, etc.)
 Any other costs incurred in the course of importation.
For items purchased from the Nigerian market where the determination of the above costs will be
laborious and time consuming, the following percentages for Nigerian Content shall be assumed:

Nigerian
Description Content
(%)

Imported (sourced directly from foreign company) 0

Imported (but sourced through Nigerian company) 5
Assembly done in Nigeria 20
Manufacturing done in Nigeria with over sixty percent (60%) of Imported Input
40
Materials or less than forty percent (40%) Nigerian Input Materials
Manufacturing done in Nigeria with over sixty percent (60%) of Nigerian Input
100
Materials
NOTE: Where Services are procured through a Nigerian Subcontractor, a ’Mark-up’ of five
percent (5%) on subcontracted Services would be awarded as Nigerian Content.
3. Services/Contracts (Including Subcontracting)
All Services rendered in Nigeria by Nigerians funded in Naira shall be deemed one hundred percent
(100%) Nigerian Content. Examples include Legal, Secretarial, Laboratory, Engineering, Inspection,
Catering, Janitorial, etc. Also Services like rentals, housing, transportation, utilities, etc. for the Work
will be treated in a similar way.
For Subcontracts, Subcontractor will be expected to provide information at the same level of detail as
the Main Contractor (which will include details of Nigerian Content in Labor, Materials, Equipment
and, Services) and the total Nigerian Content Value shall then be included here.
Statutory Payments made to Nigerian governmental organizations for permits, licences and levies in
order to execute the Contract will not be taken as Nigerian Content.
4. Reporting
Contractor shall include a ‘Preliminary Plan’ in the Tender Package. The Plan shall be finalized
before Contract is awarded.
After Contract Award, Contractor shall be required to provide, copy of approved Contract. In
addition to this, copy of Monthly Nigerian Content Reports, which will also include details of
variation from agreed Nigerian Content Plan if any, will be provided. Contractor shall notify
Operator in writing where variations from the agreed Nigerian Content Plan are observed.

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At the ‘End of the Contract’, Contractor shall submit a Final Nigerian Content Report, which shall be
evaluated to rank Contractor’s performance as either ‘Below Target’, ‘Threshold’, ‘On Target’, or
‘Above Target’.
Operator shall officially recognize contractors that consistently perform ‘Above Target’ and where
specific contractors consistently default, Operator shall flag this and penalize accordingly.
Contractors and Operators are to develop a ‘Performance Assessment’ in form of a ‘Quarterly
Nigerian Content Performance S-Curve’; this will be similar to the progress curve prepared and
should be provided for each specific Project and Contract being reported by the Operator and
Contractor.
A ‘Quarterly Nigerian Content Performance - Consolidated Progress Curve’ should also be provided
by the Operator for all projects being undertaken and reported.
The ’S-Curve’ is to be provided for all Engineering, Fabrication, Procurement Services and any other
applicable contracts on a ‘Quarterly’ basis.

END OF EXHIBIT E

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