STATEMENT OF WORK

Tab A. STATEMENT OF WORK · The OC will provide a basic operational unit in Baghdad that will be located in or near the Trade Bank to facilitate processing trade finance instruments and provide other services, including conducting on-site training for Iraqi staff. It is understood that, due to post war conditions in Baghdad, the OC initially may perform some of its work from locations outside Iraq, but an intermediate goal will be to transition as many functions as possible to Baghdad, as conditions permit. The OC will provide personnel who shall possess: a) General experience with trade finance and with trade finance instruments administered specifically in connection with international trade; b) Specific experience negotiating documents related to export sales of petroleum and related products in the international energy market; c) Experience in training banking/finance personnel of a foreign government, foreign trade, or central bank; and d) Sufficient fluency in Arabic for personnel assigned to the Baghdad office to be able to effectively interact with Iraqi staff. The OC will provide advisory services to the Trade Bank on a range of trade financing operations including but not limited to: a) Establishment of offshore escrow accounts to facilitate trade transactions; b) Provision of legal services by its counsel to focus on issues such as the legal mechanisms to minimize risk of legal attachment by creditors of Iraq who have claims arising before the date of execution of this Contract; and c) Creation and expansion of the Trade Bank’s direct lines of trade credits with external public and private institutions. · The OC will provide all necessary information technology hardware, systems software, and communications equipment (including the necessary technical training support) both in Iraq and in remote non-Iraqi locations, so that the OC and the Trade Bank, collectively, will present a seamless organization to the international financial community and potential importers from and exporters to Iraq. The goal will be for the Trade Bank to be seen as a smoothly functioning trade finance entity that is effectively facilitating the import and export needs of the CPA and the interim Iraqi ministries in relation to the reconstruction of Iraq. · The OC, either directly with its own personnel or through Trade Bank personnel that it has trained, will provide the following services: a) Accept (or assist the Trade Bank in accepting) L/C applications from eligible Account Parties, as identified by the CPA, or such Iraqi Government authority as the CPA shall designate; b) Arrange for the issuance of L/Cs based on such applications by a member of the OC (the “Issuing Bank”), or arrange for the issuance of L/Cs in the name of the Trade Bank, and transmit the L/Cs to the advising bank by electronic means (including, but not limited to, telex or SWIFT); c) Include in the L/Cs issued, instructions to the advising bank, or other such banks as the OC and/or the Trade Bank may choose, to add its/their confirmation, pursuant to Article 9 of the UCP500; d) Provide for any communication to all parties of any amendments to the L/C agreed between the Issuing Bank, the Confirming Bank (if any), and the Beneficiary; e) Receive the documentation designated in the L/C from the advising bank [or the paying, accepting, or negotiating bank (collectively, the “Claiming Bank”)] and confirm the compliance of these documents with the terms of the L/C application; f) If the documentation satisfies all pertinent requirements, pay, or arrange for payment to, the claiming bank immediately; g) Subsequently debit the account of the applicant and release all documentation to the applicant of its designee; h) Provide and manage any additional stand-by L/Cs or bank guarantees for payment required by the overarching L/C’s beneficiary or its advising bank to assure the completion of transactions. The OC will provide on-site training of Iraqi personnel working in the Trade Bank to assist them in learning and performing their foreign trade financing responsibilities. Any offshore training of such personnel will be covered by a separate agreement negotiated after the execution of the APA. The OC will provide electronic documentary preparation linked to suppliers and other financial institutions; other electronic systems for reporting and monitoring trade transactions and addressing client information requests; secured Email capability to insure document delivery between clients and back office operations. The OC will manage the L/C process in the context of the sale of Iraqi oil and the receipt of associated funds by the Development Fund for Iraq (including advising the State Oil Marketing Organization and the CPA). These specific duties will include: a) Receiving the L/C from the issuing bank and establishing the authenticity of the L/C using signature books or test codes. b) Verifying that the L/C complies with the terms of the commercial agreement and that the L/C is governed by the UCP 500 or similar industry standards. If the L/C is deficient in any material respect, contacting the applicant and/or the issuing bank and requesting an amendment of its terms. c) Once the L/C has been verified and judged to be satisfactory, coordinating the receipt of the documents called for in the L/C from the beneficiary or its agent and assembling this documentation. d) Sending the assembled documentation called for in the L/C to the issuing bank. e) Coordinating the curing of any associated problems in this documentation. f) Receiving payment from the issuing bank and crediting the beneficiary's account. g) Providing and managing any additional stand-by L/Cs or bank guarantees for payments as may reasonably be required by the overarching L/C's applicant or its issuing bank, to assure the completion of transactions. · The OC will submit to review and inspection by an international auditing firm selected by the Authority of all records related to its work under the Operating Agreement, and shall bear all expenses related to the production of such records. The OC will also provide, as part of its proposal, information about its governance and safeguard mechanisms as they relate to prior foreign trade finance activities, including information about audits performed over the past three years on its foreign trade finance activities. Return Wednesday, 10-Dec-03 15:10:23