NOTICE: The text below was created automatically and may contain errors and differences from the contract's original PDF file. Learn more here



■elatine r>

the avMgniikrnt of the Thud Pa*t> Inictesi uniter and amendment in the Production Sharing CflBnd

relating to the Ro\i Block.








1. DEFINITIONS AND INTERPRETATION...................................................................2

2. NOMINATION. ASSIGNMENT. AND NOVATION...................................................3

3. AMENDMENTS TO CONTRACT..............................................................................4

4. OMV PAYMENTS..................................................................................................... 19

5. REPRESENTATIONS................................................................................................ 21

6. JOINTOPERATING AGREEMENT.........................................................................23

7. GENERAL PROVISIONS..........................................................................................24

8. STATUS OF AGREEMENT: COMPLETION...........................................................25

ANNEX I Agreements Pertaining u> Contract Area

ANNEX 2 Completion

ANNEX 3 Form of Certificate of Completion

ANNEX 4 JOA Principles



This agreement (the Agreement"* is entered into as of I August 2010 (the "Aurevmrnl Dtile")





company csublisltcil anil existing under the law s of the United Arab Emirates, whose

registered office is at 1-4. 1st Floor. Al Falasi Residence. Center Point Apaitmcnt

Building. P.O. Bov 125307. Dubai. United Arab Emirates ("Reliance"): and

(3) OMV ROVI GmbH. a limited liability company established and existing under the

laws of Austria, whose registered office is at Trabrennurasse 6-8.1020 Vienna. Amnia


(each a Party" and collectively, the Parties )


(Al The Government and Reliance arc parties to a Production Sharing Contract dated 22

December 2006. as amended and restated on 6 November 2007. in respect of the Ravi Block

in tf* Kurdistan Recant of Iraq (the Contract') and a Fust Amendment Agreement dated I

August 2010.

(B> The Patties wish to pnxwc a 20-1 participating interest in the Contract fat OMV. and OMV

wishes to acquire a 20-< pattK ipating interest in the Contract.

(O The Government has determined that OMV should participate as a Thud Pam Pankipmt

pursuant to the Government's exercise of the Option of Third Pans Participation«as such term

is defined in the Contract*. Reliance and the Governmrnt arc each satisfied that OMV has the

financial and technical capability to perform its obligations under the Contract m reaped of

the Assigned TP! and have completed all investigations of OMV required under the Contract

iD) In reliance upon the Fuo Amendment Agreement, the Government wishes to exercise the

Option of Third Pans PattKipaum in favor of OMV and to cause Rdbaca w.vh m make the

assignment and novation in respect of such nominatim (the Assigned TPTk and OMV

wishes to accept the nomtnaiioa and assignment of a 2t**» participating interest in the

Contract After the non.nation and assignment. Reliance will have an MP4 (aitkipuing

interest and OMV a 20-4 p-ixipaimg interest, -object to the Government s tight to eventw

 iriAxugmmnC SetiW AmenSnen! Agreement Kaxi


with a 20". participating nmol I subject K> the Government's light. to tUKnt the

Government Interest and to obbg*c OMY and future holders of all or put of the Assigned

TP1 to pa> Capacitv Building Payment. ia> defined in the Contract a» amended b) duv

Agreement i 10 the Government. OMY is willing to agree lo charge the Avxigmd III w ah the

Capacity Building Payment obligations and the Parties arc willing to agree lo the appropriate

aitkmdments to the Contract. Neither Reliance nor an> future bidders of all or a pari of

Reliance's participating interest as of the Effective Date will have an> obligation lo make

Capacitv Building Pay unless Reliance or such other IYr-«> should become a holder of

the Assigned TP!

1F1 The Government will deposit all Capacitv Building Pavmenlv into a segregated account for

use solely to support and fnance infrastructure and capacitv building projects in the Kurdistan



1.1 Unless otherwise defined herem (including the reciulvi. capitalised terms have the

meanings ascribed to them in the Contract (before anviklmcal by this Agreement).

As uv

Agreement" is defined in the preamble.

Agreement Date is defined in the f*eamb!c

Assigned I PI' is defined in Recital l D).

Business Italy" i* defined in Clause 4.1.2.

• Contract" is defined in Recital (A)

«'ompletion Dale'' is defined in Clause 8.3.

Cost Determination Dull-" is defined in Clause 4.3.1.

Excluded I’nymciils" is defined in Clause 4.6.

"First Tranche Assignment Amount" is defined in Clause 4.3.

Government" I* defined in the preamble.

'Joint Operilling Agreement" is defined in Clause 6.1.

OMV’ is defined in the preamble.

Reliance" is defined in the preamble.

Second Tranche Assignment Amount" is defined in Clause 4.4.

Third Parlv is defined in Clause 7.2.

1.2 Descriptive headings in tins Agreement are for convenience only, do not constitute a

 IIV Alignment, iVoniftYui. .md Sr find Amrndmriu As/tfmrni Kmi

reference in u "pattkipuling interest" nKans an undivided interest in the Cnnuucl and

in the Petroleum Operations in respect of the entire Conti act Area.

IJ Nothing ui this Agreement shall he ci*»Mn*xl to impau the .ni.tlemem of the

Government lo exercise the Optic® of Government Participation in accordance with

Article 4.1 of the Contract.


2.1 Reliance ami OMV xUmkdte that Ok Government has nominated OMY to

Reliance in respect of the Opcion of Third Pam Participation in the amount of 20*

and that OMV has accepted Mich nomination. The Govenum-nt and Reliance each

further ucVnnwkdgos. to cue It oilier and to OMV. that it is satisfied with the results

of its investigation earned out into OMV in accordance with Article 4.9 of the

Contract and that the requirements of Article 4.9 are either satisfied or waived.

2-2 In accordance with the Government's nomination of OMV as T hird Party Prtitk'ipant.

with el icit on and from the Completion Date. Reliamv hetehy assigns and liansfcis

all its light*, duties, obligations and liabilities arising in connection with ilk1 Assigned

TPI to OMV. and OMV accepts such rights, duties, obligtilions. and liabilities in

respect of the Assigned TIM. This agreement shall be deemed to lie live binding and

enforceable instrument of assignment and novation required to he executed by the

Parties pursuant to Article 4.12(b) (before amendment by this Agreement).

2J Asa consequence of the nomination .4 (>MV as the Third Party PartK ipant and the

assignment of the Assigned TPI to OMV:

(a) OMV is a Contractor In tits as of the Effective Dale with a 20*

participating interest in the Petroleum Operations m respect of the enure

Contract .Area and all the other rights, duties, obligation, and liabilities of a

Contractor Entity under the Cootrart as amended by this Agreement.

(hi any and all rights of the Government to assign a Thud Pans Interest under

Article 4 are fully exercised and extinguished; and

(C) OMV is the Thml Patty Participant.

1A OMV shall perform all of its obligat-ms under the Contract, as amended by this

Agreement, in respect of the Assigned TPI as a Contractor Entity with a 20*

pjtiKipaiing interest, whether such obligations arose <« anse on. before, or after the

Compieiion Date, as if OMV k»J been a Conrn*tor Entity with a 20* participating

interest on and from the Effective Dale

IS OMV will not be liable for payment of jB or any put of the Exchided Pavnumts.

whether the Excluded Payments have been paid pei« to. are paid as at. or are pud by

Reliance following the Compkmon Date

U, Reliance shall indemify. defend rmd hold harmless OMV from and against fit all

costs, claims, liabilities, expenses and obligations aiising out of or in relation to past


 Il'l AuigaarM. NcvadUut. mU AmmAarnl Afrttmrei Ro-. I

coats inclined under ihe Contract for an> period before the Completion Dae whether

such claim. liability. expense or oNiganon a brought before or after the Completion

Due i pros ided dm such indemnification ‘lull Sc Knitted to the eunwlated amount if

the Flint Tranche Assignment Amount and Second Tranche Assignment Amount

payments made by OMV to RelianceI. or (it) any breach by Reliance of tlx

obligations arising out of or in relation to this Agreement (provided fuither that such

indemnification shall he limited to cither ilk1 actual loss. cost, claim, or liability

incurred or three (.'I times the cumulated amount of the First Tranche Assignment

Amount and Second Tranche Assignment Annum payments made by OMV t»

Reliance, whichever is lesser). The indemnities provided by Reliance in til and on

i>n( shall not include consequential k*"Cv diminution in value, indirecl loss or Iom

of profit or revenue, punitive damages. or penaltx-v

2.7 TV Conuact shall continue in full force and effect and its terms mill have only

changed to the extent amended by this Agreement.


3.1 A' of the Completion Date, the Contract iv amended as prov ided in this Cause 3.

3.2 The preamble is deleted and restated in its entirety






company estabbshed and existing under the h»> of the United Arab Enwoirv .base

registered office iv at 1-4. In Floor. Al Fala»i Residence. Center Knot Apartment

Building. P.O. Box 125307. Dubai. United -Arab Enurates t RrUnncr


OMV ROM GmbH, a limited liability company established and existing umkr the

bws of Austria. *hmr registered office is at Trabremhtnfesc 6-H. 103) Vienna. Aintna


3.3 TV rental' arc amended:

iCi TV GOVERNMENT concluded a production shoring conuact

doted 22 December 2006 with Reliance. TV original contract *as

amended, restated, and superseded in its entirety by this Conuact.''.

p-agraph (DR

~|D) Thi» Contract was amended pursuant to Tin Amendment

Agreement between the Government and Reliance dated I .August


 TTI AoJ*MM. iVtoiuw. m%J .Vetend

3010 md by the IPI Assignment. Nos anon. and Secood

Amendment Agreement between the Parties dared I August


byreourrfcenn g paragraph (Ft:

(dl by renumbenn gp-agraphlGK-lFr.

3-4 In Article 1.1. the definitinm of CONTRACTOR" and CONTRACTOR Entity"

ne deleted id theu entirety and touted as follow »

CONTRACTOR nmiw intlividuull) imd jointly. each Contractor Entity, and

where the context so requires. includes the Operator.

CONTRACTOR Entity mcim* each ol OMV uml Reliance and their respective

permitted assignees pursuant to Article .'V At such time as the Government may

exercise the Option of Gov ernment I'umcipulion. a holder of the Government Interest

is a CONTRACTOR>*. At any lime when then* is only one entity constituting

the CONTRACTOR, any reference to the entities constituting the

CONTRACTOR" or the "CONTRACTOR Entities" or similar reference, shall be

deemed lo mean "the entity constituting the CON TRACTOR." OMV and Reliance,

as CONTRACTOR Entities, each own (subject to the Option of Government

Participation as piovidcd in Article It an undivided participating interest in the

Contract and the Pciiolcum Operations in respect of tin* entire Contrail Area.

OMV 20*

Reliance SO**"

»_« New dcfmirioos are aided in Article l.l of the Cmiiuct in the appropriate

alphahctic-al order, as follows.

Capacity Building Account means a segregated bank .recount with a rrpuublc

nMernjtiooal bank in d* name of. and maintained by. the GOVERNMENT, the sole

purpose of which is to support and finance certain infrastructure and capacity

Naikhng projects to be identified by the GOVERNMENT in Us sole discretion in the

Kurdistan Region.

( apa. il> Building Bonus is defined in Article 32JL

( apnetty Building Payment - First Tranche means, in respect ol the OMV Inkiest

only. six million DoUas 11 SS6JJOO.OOO l

Capacity Building Payments iram. in respect of each Charged Imctest Holder.. the

Capa.its Budding Payment - First Tranche and the Buikhng Payment -

Second Tranche hwlMi

( a parity Building Payments - Second I ranch* Insialmmts mem. die oNigaU-n of

each Charged Interest Holder to pay a anmunt equal to rhe Capre*) Budding Valin:

attributed to such Charged Interest Holder pursuant to Article 32 X


 ITIAlUfOTiK Sow*, ami SmmJ Ammdmtnt A^rremra Kmi

Capacity Buildins ' alur mrmv in respect «»l jm jx-iuO >4 determine**: for »li

Glutted huerest lloUcr. jn amount in DiJUx «|uaJ hi I he value. cslaN.Jed in

axodancc with Aitxlc 27. of forty-five per cm «45‘* > of tlx Charged Interest

Holder’s Profit lYttnlcum.

Charged Int.-r.-sl mean* all oi any pan of ills- paiticipaling interest hereunder deemed

held hy OMV a» of lire Effective Dale.

Charged Intm-st Holder means a CONTRACTOR 1 mily u» ihe extern ii is On-

holder of a Charged Inlctesl. As of die Effective Dale. OMV is the only Charged

Interest Holder.

Charged Intmwt Holdm Monthly Statement i% defined In Article 32.8.2(a).

Estimated Total Capacity llukldlng Value is defined in Aiticle 32.8.l4(e|.

Second Am.ndm.nt Agreement means the TIM Assignment. Novation, and Second

Amendment Agreement between the (ioveinment. OMV. and Reliance dated I

August 2010.

l.ots or Expense is defined in Article 32.8.8(c).

OMV Interest means all or any part of tin- twenty per cent <20«) participating

interest heieundct deemed held by OMV as of tlx- Effective Date.

Rights Sale i. defined in Aiticle 32.8.l4.

Signature Bonin is defined in Article .'2.1 "

3.6 Article 4.13 is deleted in its entirety .uid restated.

“If the GOVERNMENT exercises the Option of Government Pankiponoo. Ihe

Government Interest shall he assigned under this Article I to the PUNx Cornpum h>

the CONTRACTOR I mines pro rata to their respective participating interests under

this Contract."

3.7 Article 4.14 is amended:

(al a new elause tut is added:

fix- CONTRAf TOR Entities shall, within a reasonable period of time,

negotiate in gixsl tmh and enter into a Joint Operating Agreement and skill,

during tlx- perind until the CONTRACTOR Entities enter into a Joint

Operating Agreement, comply with this Article 4.14 as if it is a provision of

this Cimtruet;": and

ihi existing da uses

3.8 In Altaic 16.14. after the words in the first sentence "The GOVERNMENT and" the

following is inserted:subject to Articles 32.8.6and ."

3.9 In Article 26.9 the following sentence is added to tlx- end of the Article:

"Notwithstanding the other provisions of this Article 26.9. where the

GOVERNMENT determines, as provided in Article 32.8.6. that a Charged Interest

Jlddr/ i* u> lui.«h nf any of its obligations in respect of tlx payment of Capacity


Buikling Pay neats - Second Tranche Instalments under Article 318. ike

<•<>' ERSMENT will have the right* *1 forth in Articles 318.6 through 318A"

3.10 Articles 27.1 and 271 and Paragraph. 7. x. aid v arc amended by adding, after the

word Quarter' in each instance in each Art*, tr and Paragraph. Ihe words "and Meath",

and in Paragraph 72. ihe winds "twenty-one (21/ are deleted and replaced by ten

(i or

3.11 Article 27.4 is deleted and icsiaied in its entirety:

■By the tenth (I0°1 day of each Month, the CONTRACTOR shall use reasonable

endeavours to provide a statement to the GOVERNMENT showing the

CONTRACTOR'S calculations of the value of Petroleum produced and sold from the

Contract Area for the previous Month. Such statement shall include the following


(at quantities of Crude Oil sold by the CONTRACTOR Entities during the

preceding Month constituting Arm's Length Sales together with

corresponding sale (trices;

(b) quantities of Crude Oil sold by the CONTRACTOR Entities during the

preceding Month that do not fall in the category referred to in paragraph (a)

shove, together with wile prices applied during such Month.

(c) inventor) in vintage belonging to the CONTRACTOR Entities at the

beginning and at Ihe end of the Month: and

(d) quantities of Natural Ga> sold by tf* CONTRACTOR Entities and the

GOVERNMENT together with sale prices realised

Concurrently with the delivery of the moodily staKmrm. the CONTRACTOR shall

deliver the Charged Interest Holder. M.«uhl> Statement to the GOV KRNMENT as

provided in Article 318J201.’

3.12 In Article 29.1. after the words "shall he m Dollars and dull. the following weeds are


■euept a* provided in the neat wmaencc and Articles 32.8.10 through 328 ll”.

and die follow mg sentence r> added at the end of Article 29.1.

The right of offset provided in this Article 29.1 will not apply m respect of the

obligation of a Charged Interest Holder hi nuke Us Cafuctfy Building Payments -

Second Tnwhe Imtalnent* x. further provdrd in Articles 318.10 though 318.11"

3.13 In Ankle 32.1. the words “the CONTRACTOR .«iv deleted and replied with

“Reliance" utul tlie following new sentence is .uldeil .it the end

“Neilhet OMV nor any permitted assignee of OMV is. or will he. liable to the

GOVERNMENT for payment of all or any pinion of the Signature Bonus."

3.14 In Article 32.2. the words "the CONTRACTOR" are deleted and replaced with

“Reliance" and the following new sentence is added at the end:


 U’f Axninmenr,

"Neither OMV nm uny pcimined assignee ul OMV is oi will he liable to the

GOVERNMENT lot payment of all or any portion of the Capacity Building Bonus"

3.15 A new Article 32.8 it atUcd:

HutWt.ii: Pay merits

32.8 Each Charged Interest Hold* K hound h> the provisions of this Aitick 32 8

The obligations of a CONTRACTOR Emily. to the extern it is a Charged

Interest Holier. j> set forth in this Ankle 32.8. attach to. -ul may not Ur

revered from, its Charged Interest. Only OMV (for «» tong as OMV is a

Charged Interest Holder) will huve uny rights under Article 32 8 14.

32.H.I Kush Charged Interest Holder shall pay to the GOVERNMENT

111 the Capacity Building Payment - First Truitche on denmnd.


12> from Fust PindiKtion and for the duration of the ivmulndci

of the Dcvclopnwm Period, the Capacity Building

Payments Second Trundle Instalments auribuied to such

Charged Interest Holder in accordance with this Article


32.8.2 In respect of the Capacity Building Paynvnt - Seopnd Tranche

lal Ob « before th; uah (10*1 day <4 c*h M.rth a the

iVsch v«ta PWkd- the CONTRA! TOR Ju.. use

cmkjsours to provide to the GOV ERWIEM. fcycthrr with

CONTRACTOR a according web Artak 274 and Or

iBoMhly sahulioo sucurm m accordant w.ih Artak 25ia»

and Pongiafft 7.1. a statement I llr C hnrard ll.ddrrs

Monthly Statement) setting out the CON TRAC TOR %

salsubbon of the Capacity Budding Value atinbutahk k. each

C'harped Interest HoUer for the preuxto* Month la rash

Charged Imrrtst Holders M.«uhl> StaUwmt the

CONTRACTOR shal detail exh item taken Mo atvmal at

nuking its cakubtam of the amounts due from cash Charged

lulciesi Holder, die quantities of Profit Petroleum produced the Month corned by suet Charged Inicicst Hidden

Monthly Statement the s,domes of such pmductaai and ftufll

IVtrulnun sold, die Building Value attributed to such

sales, and the Capacity Building Payments - Second Tranche

Instalment required to be paid with respect thereto by each

Chngcd Interest Holder.

(Ill (hi the same date on which the CONTRACTOR provides the

(lurged Interest Holders Monthly Statement to the


 TPI Ataignmmt. Novation, nrul Second Agreement Ravi

GOVERNMENT in acconlance with Article 32.8.21a), e*h

Charged Interest Holder shall pay (except as provided in this

Article 32.8.2(b)! its Capacity Building Payments - Second

Tranche Instalments as shown as owed by such Chaiged Interest

Holder in the Chaiged Interest Holders Monthly Statement. If

(I) a Charged Interest Holder has sold any amount of its Profit

Petroleum to (it the GOVERNMENT or a Public

Company (or a company or an entity owned anti controlled,

directly or indirectly, by a Public Company or the

GOVERNMENT), (ii) the State Oil Marketing

Organisation ( SOMO") ot any entity owned and

controlled by the Government of Iraq, or liii) any other

entity as directed by tlx- entities detailed in li) and (ii)

above: and if

(21 any such counterparty as identified in Article 32.8.2(bXl)

has not paid tlx: Chaiged Interest Holder for the Profit

Petroleum lifted by such entity, then:

(3) the Charged Interest Holder will only be liable to pay its

Capacity Building Payments - .Second Tranche Instalments

when and to the extent such Chaiged Interest Holder has

received payment by such counterparty.

The preceding sentence docs not apply with respect to. and to

the extent of. sales of Cltarged Interest Holder’s Profit

Petroleum to any cither counterparties.

(c) W ithin thirty (30) calendar days follow ing the date on which the

CONTRACTOR delivered the Final End-of-Year Statement to

the GOVERNMENT for each Calendar Year in accordance

with Article 26.13 and Paragraph 10. and based on the

information in such Final End-of-Year Statement, the

CONTRACTOR dull use reasonable endeavours to provide to

the GOVERNMENT, in respect of each Charged Interest

Holder, a w ritten reconciliation of tlx: aggregate annum of the

Capacity Building Value and the aggregate payments of

Capacity Building Payments - Second Tranche Instalments

during such Calendar Year period (the “Annual Reconciliation


nil If the results of an Annual Reconciliation Statement show that

any Chaiged Interest Hokfcr has. in the aggregate over the

Calendar Year period covered by tlx: Annual Reconciliation

Statement, made Capacity Building Payments - Second Tranche

Instalments in an amount less than the aggregate Capacity

Building Value attributed to such Chaiged Interest Holder


 TPI Ataignmmt. Novation, nrul Second Agreement Ravi

during siktIi Calendar Year period. Mich Charged Inicrcsi Holder

shall pay (subject to the same exception as provided in the

second and third sentences of Anielc 32.8.2(b)) tike amount of

the underpayment as shown in the Annual Reconciliation

Statement within thirty (30) calendar days following the date the

CONTRACTOR delivered live Annual Reconciliation

Statement to the GOV ERNMENT

le) If tlx results of an Annual Reconciliation Statement show that a

Charged Interest Holder has. in the aggregate over the Calendar

Year period covered by the Annual Reconciliation Statement,

made Capacity Building Payments - Second Tranche

Instalments in excess of the Capacity Building Value attributed

to it during Mich Calendar Year period, and if and to the extent

the GOVERNMENT has agreed with the relevant Charged

Interest Holder in respect of the amount of such overpayment,

such Charged Interest Holder may deduct such overpayment to

the extent that the GOVERNMENT has agreed with the

amount of such overpayment from the next following payments

of Capacity Building Payments - Second Tranche Instalments.

In no event will a Charged Interest Holder he entitled to deduct

more than fifteen per cent (15% I of the amount otherwise

payable from the next follow ing payments of Capacity Building

Payments - Second Tranche Instalments. The right of set-off

against Capacity Building Payments - Second Tranche

Instalments will be a Charged Interest Holder s only remedy in

respect of any overpayment, aixl the GOVERNMENT will

have no obligation to make any reimbursement or other

compensating payments to the Charged Interest Holder.

if) If a Charged Interest Holder fails to pay all or pan of its

Capacity Building Payments - Second Tranche Instalments

when due in accordance with Aniele 32.8. live Charged Interest

Holder shall pay interest on the unpaid amount at an annual rate

of L.IBOR plus two per cent 12% I compounded monthly from

and including the date the payment was due to. but not

including, the date (xiid.

Ig) If any Capacity Building Payments - Second Tranche

Instalments arc due to be paid to the GOVERNMENT on a day

that is either not a banking day in either tit place where the

Capacity Building Account is maintained, or the location of the

financial institution through which a Charged Interest Holder

will make such payment, then the Capacity Building Payments -

Second Tranche Instalments will be doe on the next following

banking day. A "banking day" is a day (other than a Saturday.


 Tl'l Assignment. Novation. atui Second Amendment Agreement Han

Sunday. or public holiday) on which hanks me open I’m general

business in ilie specified locations.

Capacity Building Account

32.8.3 The GOVERNMENT shall:

la) establish and maintain the Capacity Building Account:

ilu deposit all Capacity Building Payments (and ihc proceeds limn

any Rights Sale m any finaixing secured by C ap.>city Building

Payments) received by the GOVERNMENT into the Capacity

Building Account: and

(c) annually provide’ a written report to each Charged Internet

Holder of the application of the pnxeeds of the Capacity

Building Payments (including the application of proceeds from

Rights Sales) in sulik.eni ik’tail to permit the Charged Interest

Hollers lo identify Ihc protects to which the GOVERNMENT

has applied the Capacity Building Payments.

32.H.4 Inhumation provided by the GOVERNMENT to Charged Interest

Holders pumuuni lo Ankle 32.8.3(0 shall be deemed to be in the

public domain fot purposes of Article .36.7(a).

Separate Uahility

32tS Each Charged Interest Holder b «pnad> luble land ant foully and

severally liable with any other Charged Interest Holden lo the

GOV KRNMENT for its eMipmocs. dutx-s and lubthtin under ih«s

Artxlc 32 X. A CONTRACTOR Entity that is not a Charged

Interest ll.4der will have no Uabtlfly to the GOVKRNMENT for

any claim by the GOVERNMENT arising out of or rcUied k> the

breach of any Charged Interest Holder’s obligations uadcr this

Article 318

Breach: Indemnity

318.6 (a) If a Charged Interest Holder fad, to pay its Cafucily Building

Payments - Second Tranche Irtsialnk.iUs in full when due

pursuant to Article 318. the GOVERNMENT will,

mtwihstjnihng any other prosisim of this Contraf. any lifting

agreement. any sale, or marketing agreement, or any other

agreement. autotmcicaly he entitled. ,n not less than tiiiy («)»

day* prior notxc to the defauluog Charged Interest Holder and

the CONTRAt TOR in the case of the lirst default, and not le>s

than thuty (30) diys in the case of any subsequent default, la

(I) BA. at Ihc Delivery Point or at such otfMf p.*m » the

GOV KRNMENT may decide, up to forty per cent


 777Assignment, Ninnliim,

(45%) of ilk- defaulting Charged Interest Holder's Pix.iit

fVuoleuin. and

(2) continue *> to lift up to forty-five pet cent (45‘i) of the

defaulting Charged Interest Holder's Profit Petroleum f«

period >4 thirty «30) da>s only m respect of Bs fust default. If

the defaulting Ch-yed Interest Holder pass the defaulted

(jfx*.it) Huilling Paynk-nts Second Tranche Inadmeou m

full plus iMeresI ui ocvonlaikv with Article 32.8.2lf) in such

that) t30i di> pmod. the GO\ERNXIENT «J»U ace ooiw

iu kiting rights under thi> Arlklr 31*A in respect of such

default*^' Charged Interest H.4dcr U lie ae of aq

s^equeat default. *r GOV1RNMDCT am cxercr-r as hgta

to hftthe default** Charged baemi Holder % Prcfk Petroleum

• beilw or e.« the defoatag (barged lataoi H.*ta can e.

32X7 The hftmg nghfa of fee GOV aMMOT p-w-* n. Article 32» t.

ore cxercisoMe b> »n of set-off. without fust resort to legal process,

and » Blurt an) Irofedrty or slaum of hr default mg Charged Interest

Holder, the COVIRACTOK the Operator. or an> tehee toman. aid

regardless of tiny provisions ol tiny lilting agreement « poAisui ..|

.1 joint operating agreement or any other agreement to which the

(YINTK ACTOR or a delimiting Charged Interest Holder ts a party.

The CONTRACTOR shall ensure that all agreements in respect of

tire Idling re sale of Petroleum rcltad the GOVERNMENT*

pruerty nghu as set f.eth rn Article 32* liadte Article 32.8.7.

32X8 U) A defaulting Charged lalr.csi Holder shall indemnify th:

GOVERNMEHT from any Lam or Expense (to defined in

Article 32.8.810, below I that nuy in any way arise from the

exercise hy the GOVERNMENT of its rights in respect of such

defaulting Charged Interest Holder under Articles 32.8.6 and


tin The GOVERNMENT will rehim comm) over the defence of,

and any resolution ot settlement relating to. such Loss or

Expense iikurred piii'iiont to Article 12.8.8(a). A defaulting

Charged Interest Holder shall cooperate with the

GOVERNMENT aid provide reasonable assistance in

defending ->y claims -gainst the (.03 EHNMENT arising out

«* such default of Article 32* b, the defaulting Charged

Interest Holder.

ic) Lou. or Expert* means any liohhi). lews, claim, secernent

payment, cost and expense. Interest, award, judgment, damages.


 TV! AaignmrM. Ntnntum. iml Second Amendment Agreement Kmi

fees or uthei charge and. 10 ilte extern permitted by applicable

law. any couit tiling lee. conn lost, arbitration fee or cost

witness fee. aiul each othei fee and cost of investigating and

defending or assciting a claim for indemnification, including

reasonable attorneys’ lees, ixlkci professionals’ fees, and

disbursements: but docs ms include consequential losses,

diminution in value, indued loss or loss of profit or revenue,

punitive damages, or penalties in rvs|vct of any ti) projects

being financed or coil'd tided by the Government with Capacity

Building PaynvilU or financed or constructed by the

GOVERNMENT with proceed* derived from the exercise of

the GOVERNMENT’S light of lining ut*dcr Ankle 32.8.6 or

tii) financings of the Government dependent on cash Hows front

Capacity Building Puynvnts 01 dependent on cash flows front

the exercise of the GOVERNMENT'S tight of lifting.

Id) A claim set forth in a notice from tlx- GOVERNMENT to a

defaulting Charged Interest Holder will he conclusively deemed

a Loss or Expense if the Charged Interest Holder fails to dispute

the GOVERNMENTS liability by the end of a tltiity (30) - day

period following receipt of the notice front the

GOVERNMENT. The Charged Interest Holder shall promptly

pay the tfcemed Loss or Expense oil demand.

(e) OMV dull indemnify and hold harmless cash

CONTRACTOR Eituy wtoch is noc a Charged Innoetf Holder

front any and al Claims ni«d by the GOVERNMENT and

duestly anung oU id a hreash by OMV of its Capxily Building

Payment uhligaluns under th.. Ankle 32.8. provided ih* such

mdcranay dull not include corncquemial losses, dmuruum in

value, iuhnxl loss nr loss of profit or revenue, puiuuve

damages, or pcnakics

325.9 The GOVERNMENTS nghts under Ankles 325.6 through 325*

are aot exclusive and are wtfhoia prejudice to the

GOMRNMENTi leimuun.* rights under Arndt 45.

Payments: No Set-off or Deduction

325.10 Except as provided in Artarle 325.210 and notwithstanding any

provision in this Contract In ih. contrary, each Charged Inkiest

Holder shall pay its Capacity Building Payments - Second Tranche

Instalments without d free and clear of any deduction fori set oil

or counterclaim.

325.11 Each Charged Interest Holder acknowledges and accepts that a

fundamental principle of this Ankle 32.8 is dial such Charged

Interest Holder must pay tltc Capucity Building Payments due ami

 JPf A.i/K-irnr/ii. Nrnwtiiui,

payable pumiaai to this Annie 32.K. Accordingly. in import of its

obligation. unis ihi. Article >2 X only and except a' provided in

Artkk each Ourgrd Inwri HpUs hereby •«'c ->>

obfcgjtan. Kpqib Cjp»U> Bu.WJing Payments - Second Trancte

an> failure by ihe GOVERNMKNT m any CONTRACTOR limit)

tu puy amounts due ;uid owing under the Contract or any alleged

claim (Inn .ueh Churged liuciuM llokki may have against ihe

GOVERNMENT. Opcrohir. mlwt CONTRACTOR Entity, or any

other I Vim m. whether Mich claim wise* midei or relates to this

«■ 12 Each Chreged IfaUrr JUI muU a. Capadiy Buridmg

any payment, by a Charged Interest Holder under this Article 32 H.

or the acceptance or u-r of any payment, by the GOVERNMENT,

doc iu* mi|xiir the rights of Mich Charged Interest Holder or Ihe

GOVERNMENT under Article 15. Any dispute between the

GOVERNMENT and a Churged Inieiest Holder in respect of the

calculation of each of its Capucit) Building Value or its Capacity

Building Payment Second Transit. Instalment due with reject

thereto is subvert to Article 15.9



terminates a Charged InMicsl HoUler us a CONTRACTOR

Entity; ami il in Ihe ciim s ol cIiiiim's (it oi hi) all or pan of the

Charged Interest of the Churged Inicivst Holder is cither

assigned and novated oi reverts to tlu* remaining

CONTRAC TOR I mines as pin. .led in Article 45. then, in

cither such case. Midi assignee oi each remaining

CONTRACTOR Entity, as the tare may be. w.ll he a Charged

Interest Holder to die euent ol .uih assignment and novation or

re.ersson. as applicable. provided dud die withdrawing or

lerimmune Chaffed Interest Holder will he wddy luNc for any

unpuid Capacity Building Payments Second Tranche

Instalments attributable ui its Charged Interest pm* to the date


 I/’/ AMiqnmmi V.nvlf/i ui, i\nl Sn mn( Anumtmcni Agreement Rmi

of willtdrawal oi lamtoMing and Reliance or any of iu

32X14 The GO\ MLNMENT ajrv. > mlfcOMV that the GOVERNMENT

•ill only cider into a Rights Sale m »wrdme «.ih ih«> Ankle

32X14. Only forab«>.ilMChargedInteresi

Holder. ha> am ngU* under Ihte Artiefc 32X14. Tito Ankle

32X14 dor* not create an> rights under the Contracts (Riehl* of

TWd Part*** Act I9W of my .«hn Charged Uuetest Hokto.


du* Cofllractl. and OMV and lire GOVERNMENT may agree in

any wane* m respect of th» Ankle 32X14 without ihe consent of.

« Mice to. any .rher Charged Imcmt Holder. CONTRACTOR

Entity. i* other Ktson.

la) For purpose* of this Aitkk 32.8 I I. "Rights Sale' mean* a

sale and assignment of the GOVERNMENT'S rights to

receive the Capacity Building hiyincnts Second Tranche1

libialiiKM* in i on pod of the OMV lutcresi from OMV.

whether such sale mctudes any Capacity Building Payments -

Second Tranche Instalments due from another Charged Inlcioi

tbi When the GOVERNMENT and a proposed purchaser have

negotiated Ihe litutl terms of a Rights Sale, the

GOVKRNMKN I slull notify OMV. for so long as it is a

Charged Interesl llnkki. of the GOVERNMENTS intention

to effect a Rights Side, ami (ii) provide OMV with a copy of

all. agreed. diallv of documents that *:i I'oith tlv tennsof

the r»>posed Rights Sale Subject to the nest sentence, the

GOVERN Ml N I ssifl ci ■wader any objection tkn OMV may

provide to die GOVERNMENT in respect of die pr.pcwed

of the f.O\ ERNMENT and creates no> for breach or

obtigaUun to res(*-wl


 TPI Ataignmmt. Novation, nrul Second Agreement Ravi

Ic) Subject to tl»e provisions of Article 32.8.14. and for so long as

n is a Charged Interest Holder. OMV has the right to become

the exclusive counter-party to the proposed Rights Sale on

exactly the same terms as the proposed Rights Sale. it', within

thirty (30) days of receipt of the GOVERNMENT'S notice

aixl draft documents pursuant to Article 32.8.14(b). OMV

notifies the GOVERNMENT that OMV (i) accepts all of the

terms of the proposed Rights Sale without any reservations or

conditions, iii) is exercising its rights under this Aiticle

32.8.14. and (iii) represents it will (A) close the proposed

Rights Sale within thirty (30) days of such notice and (B) fund

the Rights Sale in accordance with the terms set forth in the

draft, agreed, final documents provided to OMV by the

GOVERNMENT pursuant to Ankle 32.8.14(b). OMV may

only exercise this right with respeet to the entire proposed

Rights Sale, and not solely with respect to any portion that

involves Capacity Building Payments - Second Tranche

Instalments in respect of the OMV Interest payable by OMV.

id) If OMV does not close tit acquisition within thirty (30) days

of a notice as contemplated by Article 32.8.14(c). the

GOVERNMENT may close the Rights Sale with the

proposed purchaser under terms and conditions no more

favourable to tlx: proposed purchaser than those set forth in the

GOVERNMENTS notice and documents provided to OMV

pursuant to Article 32.8.14(b). If the proposed purchaser is no

longer willing to enter into the proposed Rights Sale, or is no

longer w illing to do so on tlx: same terms and conditions, the

GOVERNMENT will have all rights and remedies against

OMV as are available under law.

(e) The GOVERNMENT shall not enter into mere than three (3)

Rights Sales (a Rights Sale to a CONTRACTOR Entity w ill

not count against such limitation), and no Rights Sale may be

in an amount of less than one-third < 1/3 ) of the then Estimated

Total Capacity Building Value at the time of the

GOVERNMENT’S notice pursuant to Clause 32.8.14(b).

Nothing in this Article 32.8.14 prevents tlx: GOVERNMENT

from directly offering a Rights Sale to OMV. For purposes of

this Clause 318.14(e). "Estimated Total Capacity Building

Value" means tlx: GOVERNMENT'S reasonable estimate of

the present value of the expected stream of Capacity Building

Payments - Second Tranche Values, based on the expected

production profile, and Petroleum Costs, and using a discount

factor (for purposes of comparison only) of ten per cent < 10%).

 TPI Ataignmmt. Novation, nrul Second Agreement Ravi

lf> No pan of this Article 32.8.14 will apply 10 (or otherwise bar

or impair) a Rights Sale to a pan of the GOVERNMENT, a

Public Company, or a pan of the Federal Government of the

Republic of Iraq (including the Central Bank of Iraq), in each

ease with respect to which the GOVERNMENT is

unrestricted by this Article 32.8.14.

(g) Nothing contained in this Article 32.8.14 will apply to (or

otherwise bar or impair) the GOVERNMENT from

transferring or encumbering all or any rights to receive the

Capacity Building Payments - Second Tranche Instalments to

a reputable international financial institution or special purpose

vehicle organised solely for the purpose of security relating to

finance organised by a reputable international financial

institution. The GOVERNMENT shall pay the proceeds of

any such financing arrangement into tit Capacity Building


ill) Each Charged Interest Holder shall fully cooperate with the

GOVERNMENT according to the terms of any Rights Sale or

financing arrangement involving Capacity Building Payments

- Second Tranche Instalments payable by such Charged

Interest Holder, including any requirement that Capacity

Building Payments - Second Tranche Instalments be paid into

a trust or other specially encumbered account with a reputable

international financial institution. The GOVERNMENT shall

provide reports on the use of the proceeds of such financing

arrangement to the Charged Inteicst Holders in accordance

with Article 318.3

li) The rights of OMV under this Article 32.8.14 will

automatically expire aivd lie void on the fifth <5'*') anniversary

of tike CONTRACTOR’S declaration of a Commercial

Discovery in accordance with Article 6.10. Any claims that

the GOVERNMENT may have against OMV arising out of

related to OMV's breach of its obligations under Article

3241.14(d) will not be impaired by this Article 32.8.l4(ii.

lj) (I) Tl>e lights granted to OMV under tins Article 32.8.14 are

exclusive and personal to OMV. OMV shall not assign all

or any part of its rights under this Article 32.8.14. Any

purported assignment w ill be void nixl all rights of OMV' or

any purported assignee uixler this Article 32.8.14 will

automatically terminate without notice.

(2) If OMV closes a Rights Sale with the GOVERNMENT.

OMV shall not assign its rights under such Rights Sale


 I I'l Awgnmmt. Noratitm, urn! Sri mu! Aimmburn) Anrtemrni llini

agreement without the pitot consent of the

GOVERNMENT n>< fc. fv uwahK'ld .*

ddayedi mih.. Artwlr 31* I4tj»2i«

aiai OMV


<3) In the event of Mich assignment ol right* under u Rights

Sale agreement in bleach of Atticlc 32.H.I4

GOVERNMENT nitty elect to leimiiwte suth Rights Sale,

free of any clnini or liability of OMV m such assignee.

(-1) OMV shall indemnify the GOVERNMENT from any Loss

or Expense (as defined in Atticlc .12.R.HIO. above) that may

in any way ttriic front llto cxctvisc by tlic

GOVERNMENI of its tights mulct this Article 32.8.140>.

The GOVERNMENT will retain control ovei tlic defence

of. and any icsohilion or settlement relating to. Mich Loss «u

Expense. OMV shall cooperate unit die GOV ERNMENT

and proside reasonable assiUaiwc in ilefending any claims

*a*« the f.OV ERNMENT A data utldiai me

boa u» COVODOBtr v. OMV Ml hr o-wWeh

dcvnvd a Lews if OMV lad. to dispute the

t*t\ ERNMENT. fcdafccy bytenlof. Hurts (»» -

day period fcfloss rexvip* of the MW loan the

GOV ERNMENT OMV Ml promph pry tor deemed

Ian. on denxini

3.U la Arndt WMht following la added after -Article »’ “ami Article 32*.“

3.17 In Article 41. *c following ■* added at the end of ihe Article

•Noiwilhslumloig the foregoing, this Article 41 will ..a afdy a. the GOV I RNMEVT

in lespcvl of any claim ot proceeding arising out of in related to the cxcicIhc ol rights

by the GOVERNMENT a. set hath in .Articles «2 K.ft through 32.KX. in rcs|»Ct of

which the GOVERNMENT expressly reserves all sovereign immunities

3. 11 In Article 42.1. the foil.nsing icntcnce is added ai Ihe end .4 da- liisi semens.

'fins Article 42.1 doe. not apply lo any Dispute arising out of. or trialing to. ihe

cceicise of rights by the f'A>VERNMENT » set l-Oi in Article 32X6. whnh

Disputes shall. except only as provided in Article 32 H I 2. be subject to the cuhisise

jurisdisliofl sif the courts of the Kurdistan Region hvaied in Lrhtl.'

3.19 In Atticlc 45X after “31." i. added "318”.


 iri Axirnmem SetnmJ AmmJmtnl At'rtmnU Km ■

3.20 The follow ing consequential amendments are made:

in) in Paragraph 3.1.9 the words "wiih the exception of Tuxck described in Article

31.21 and bonus payments? arc deleted and replaced with "with ihe exception of

luxe* (described in Article 312). bonus payments. Capacity Building Payments,

ami any other payments";

lb| in Paragraphs 4.4 aixl 13.3.2(h). after the wool "bonuses" in each iilMancc. ",

(.(pueity Building Payments, or other payments" is added.

(c) the heading for Article 32 is deleted and restated


id) in Article 39.6. the following is added at ilu- end of the sentence following lhe

winds “Article 4":

"and Article 32.8."

3.21 The following provisions ate added to the existing pmvUions of Article 44 I under the

existing heading To ihe CONTRACTOR”;

Tncasc of OMV:

OMV Rovi GmbH

Attmllon Managing Director

Address; Trabrcnnstrasse 6-8.1020 Vienna. Auuru

Email wolfgang rempWoms*«■“


4.1 OMV shall pay the Goscrmmcnt USttflOOflOO by way of cleared fund, on or before

the Completion Dale. The Gmvmntmi shall deem its receipt of such payment in full as

ID die Capacity Budding Payment - Inn! Iran.he uodn the Contract as amended by

this Agreemmi. and (ui in full dndurge of OMV's obligation with respect thereto.

4J Subject to Clause 4 3. OMV shill p>> Reliance an amount eqtlixalent to 100*4 of the

ptxipu>tM« of the lYtiukum Costs ukunx-J by Reliance attributable to the Assigned

TPI up in and including the Completion Date. OMV shall pox the amount pi> able to

Reliance in two tranches in acvwlance w ah this Clause 4.

4-3 In accordmce with Clause 4.1 and. subject to Clauds anJ 4.8. OMV shall pay

l SV2.OM.9»0 to Relunce in acvsmlanee with wire iastru.-oons provided by Reliance

llhr First Tranche Assignment \mount

4 AI Refcmce and OMV agree that the Rest Tranche Ariignf Amount

represents an ankwint cqoivalci* to 100*4 of the proportion of llv Petndcum

Costs mciired b> Reliance up to are! induing 31 August 2009 (die Cost

Determination Dale i that is JOribataMe to the Assigned TPI.



4_U OMV xhail pa\ ihc Fust Tranche Assignment Aauaa on the taler of (i> the

Completion Dale aiki lii) seven Buxine** Day* following receipt of wire

instruction* from Reliance Businrx* »■> nxan* a day (other than a

Saturday. Sunday or public holiday I on which tank* are open foe general

business in London. I need Kingdom

413 Reliance shall fenhwilh pros vie it* written confuimixo of irceip of it*

port** of the first Tranche Assignment Annum to OMV and the


4.4 Subject to Clauses and 4.8. OMV shall jm> to Reliancv amounts equivalent to

KKKi of the proportion of the Petroleum Costs inclined h> Reliance after the Cost

Dcictmination Date up to and including tlx- Completion IXilC (collectively. the

Sreond Tranche Assignment Amounts”) that are attributable to the Assigned TPI.

Such Second Tranche Assignnxnt Amounts shall be detemtined by Reliatxc on the

basis of cost recovery statements'oeher records establislted and maintaiixd in

accordance with the Contract, and Reliance shall notify OMV of such annunts as soon

as reasonably practicable aftet tlx Completion iXitc. such amounts Ixing subject to

uutlit and adjustment in accordance with Clause I H.

4.4.1 OMV shall pay the Sccood Tranche Assignment Amount to Reliance, in

accordance with wire instructions provided by Reliance, within seven

Business Days of tlx receipt by OMV ol notilkulion from Reliance of the

rulin' of such Sccood Tranche Assignment Annum a* provided mthis Clame

4.4 atkJ as audited and *d|u*led pursuant to Clause 4.8 lit required I.

4.4J Reliance shall forthwith provide it* written coofimnuoa of recrif* of u*

portion of the Sev.ud Tranche Assignment .Amount to OMV.

4.43 If OMV 4es nor pay die Second Tranctx Assignnxni Amount to Reliance

within seven Business I>o>v then fen each day during which tlx Second

Tranche Assignment Amuunl tor any pxtioc thereof) is overdue, the unjud

at LIBOR plus two per cent <2*4» compounded

43 OMV shall pay its participating interesi shorv ol Petroleum Cods that accrue oo and

from the Completion Date (taking into account the piymetus made by it pursuant to

do* Clause 4 and ududug tfx l.vcludcd Payments!, and OMV shall pay its

participating interest share of Pn«du.tH« Boluses.

4.6 Reliance acknowledges that under the Contract (cither before or after amendment by

this Agreement), payment of the CupncUy Building Bonus or Signature Bonus is not

recoverable as a Petroleum Cost, ilw obligation to pity the Capacity Building Bonus and

Signature Bonus is an obligation solely of Reliance in accordance with Articles 311

and 312 of the Contract, and <>MV is not liable under tlx Contract for payment thereof

Accordingly. Reliance shall not include payment of the Capm-ity Building Bonus or the

Signature Bonus pursuant to Articles 32.2 uikl 32.1 of the Contract (the "Excluded


 in Alignment, Novation, .nut Stand 4m*vitoiiiM Agreement Ravi

Pay mints" t as Petroleum Costs for lit purposes of detcmilning the First Tranche

Assignment Amount and lit Second Tranche Assignment Amount

4.7 W-*x1 to Rrfiatte * iar«t of each erf U* Fast Tnrefce

Se*.«d Tttotfae Asuptnra Atroiat OM\ will he i


Amount <* die Second Tranche Assignment Amount, which audit rights shall

he those set out in the 2002 AlPN Model Form Internal tonal ()|ieraiing

Agreement: ot

any tights of any Party to audit the accuracy of Pecmleuin Costs .is provided in

the Contract.

I nl lowing any .unlit, each of OM V atscl Reliance shall forthwith make sit It payments to

e.ieh other as may It necessary hy w ay of adjustment.

4.9 Reliance shall provide wnttn w ire instructions to OMV in respect ol lit payment of

the Fitst Tranche Assignment Annum and the Second Tranche Assignment Amount on

«* before the Completion Date



5.2.1 The Contact is in full force and effect and n i» nut in brash >4 any of its

ohiigarions thereunder.

5 2-2 Except for this Agreement and agreements identified in Amts I. there are t»"

agreements to which it and the ( is a put) tin pertains to

FVtrotcum Optations in tit Contract Area

SU The Contwtor's tceords of Petroleum Coats upon which the f ast Tranche



 JVI Atrigammt. NmvHim, arut Scramt Amwlmtni Agrrrmetu It ml

The Government represents to OMV:

5J.I The Government lias not terminated the Contract and has taken no action t«

cause Ilk' Contract to be terminated

5JJ Eucpt for the agreements identilied in Annei I. time arc no agreements in

effect to which the Government is a party granting a right to conduct

IVtrolcum Operation* in the Contract Area Ihc of) of the Contract and the

first Amendment Agreement that has been provided b> the Government to

OMV is a true and complete copy of the original agreement

5JJ KF.PCO has no claims against Reliance in. arising *«n of. nr relating to the

Contract or Petroleum Operations in the Contract Area, and upon completion

of the assignment and novation of the Assigned TP! to OMV. KF.PCO will

tlicicipon have no claim against OMV or Reliance 01 any other Ponton arising

out of or related to such assignment and novation or live purparting nomination

of KEI'CO us a Third Party Participant.

5.3/1 The Government is not a party to any administrative or judicial ptocevding,

litigation, at arbitration that is likely to materially prejudice the assignment ol

Ihc Assigned TPI to OMV pursuant to this Agivvimnl ot the amcnlmcnt* hi

the Comract contemplated by this Agreement


InchaiOMV mi Iriuu. far fedf only. reprew-.

SA.I It. entry Mo mi pcrt.«mu« d the. Agmm fuse ben by aJI

necessary company action

fl.4.2 l itis Agreement constitutes a valid legal, and binding ,rgrivo»ia ,4 it.

5.4.3 It has received all authorisations and consents required undci Ihc law under

wins'll it is organised that are or will be necessary lor the cntiy into and

ivtfornuinec by it. and the validity and enforceability tigiunsl it. of this


5.4/1 I'.wvpi as piiivMIcd in the next sentence. tliere is no Liw oi agreement to w hich

it is a party tlutl conflicts with, prevents enu v into, delivcty. and performance

by It of. Ol, alls into question die validity, legality and enloivcability against it

of. this Afreemrni. No representation is made in ics|»x1 at die Laws of the

Kurdistan Region or Iraq.

5.4.5 It is not a put) to any administrative or judwul pn seeding. litigation. o*

arbor at* * dial could affect the validity or eoforccaUIn, of this Agreement as


5.4.6 Neither it nor any of its Affiliates has made, offered, or unth-iiscd (and has not

agreed to make and does not expect will be made), with re.pcct to the mutters

which are die subject of this Agreement or the Contract, any payment, gift,

promise or other advantage, whether directly or iluough any other Pcrwm, to

 IP! Astignmmt. Novatiim. amt Sti

hi foi the ure of Ivnclit of any public ollieul u> . any pci von holding a

legislative, administrative or judicial office. imluding any pcison employed by

or ading on l*chidl of ll>c Govemmenu m any political pally or political party

official of candidate fof office, where oxh payment. gill, pfomne or

advantage violate m lb: laws of tit KuidiUan Regno or of lr*+ (Ml the lavas

at be place .4 or to pnto*sai (Ur ■< tos*e~. or lint the

praw»4ex described to B* Cense*--- us < intoning B.tor. of Foreign

PM: OfTw^v « Itouutil Buviku Tiansastaos. w(«0 * Pan. on 17

December 1997. «U» entered •»> force cto IJ lebma.) 1999. and the

iincluding any profit, it may derive in ropevt oft the Cimtract t. held (or to be

held pursuant to tin. Agreement i or pay Me to. duedy .» mluccth. to c* for

the benefit (directly or indirectly t of any public official or any political pmy

hi |hililienl pally official or candidal.' I’m offtec "I ih> KtmlivUii) Region or

Federal Republic of Iraq-

5.5 The Clovcntincni icprevcnis io Reliance ihai KliK'O Iiiik iui eliiiin. uguinsl Reliance in. mil of. oi relating to the Contort oi Petroleum (Jpcrutions in the Contract Aron.

5.6 l .uepi a. provided in the next sentence, the relevant Pally nukes iln icprereniaiiins

.oil wan.min. .it mil in this Clause 5 on the Ilate .utd on the Completion

Dale. The represent aiioas of the Govemnwit in clauw-t 5 * and 5 .5 are nude only on

■he Completion Date

6. JIH'lllPtkMlM. K.KHMIM

6.1 Subject t> the pusiuons of die Contract. Relonre aol OMV dull negotuir in p»J

oprrtotog agiren---t ithr Joint Operating Agrremmt ) using the 2002 AIPS VtmJrl

•he piuKiple. il<1 ailed in Annex 4 and -Article 4.14 of the Contract. Reliance will

continue to hr the Ojvratm under the Contract and vs ill be the Operate* pursuant to

such Jmni 0|vi.f irg Agreement.

62 Sohyrxt to the prosisuns of lb: Cuouact and un tad) time av a Joint OjviaUng

in accordance nh Clause 6.1. Reharae. as dr

l of OMV fir.

la) dir apptmal of a Weal Program to br suborned to the Goscronsei*. arsJ

lb) any over-expenditure j» set out in article 6.8 of the 2(102 AIPN Model IV»rm

International (»| via line .Agreemeru.


 in Aiiifnmrnt. Nomtum. and Set ml Amenitmc it I Afnetneni Kmi


7.1 ArtK b 36 damnation at*! CimftJmujIiiyy, 39 (Atugiuirnl twtl Change of CoiUrolK

II (Hatttr.f S-trnm lmuui<>. 42.1 (AVgo/rurlnri. MrdialUm and Arbitration). and

n i.W.r.i ,4 the Contract apply to (Iris Agreement. Unlcw specifically

deleted. amended or otherwise changed in this Agreement, all other leims and

COinlilions of the Contract stall remain valid, enlmceiihle ami in full effect.

7.2 This Agreement does not create any right under the Contracts (Rights of Thud Panics)

Act IW that is enforceable by any Penon who is not a Party (a ‘Third Party"). The

Parties may rescind or vary Use terms of tins Agreement uiihxrt notice toot the consent

of any Hard Party.

7J Except for Ole Contract. this Agreement constitutes the final, complete and exclusive

expression of the Parties- agreement on die mutter* contained in this Agreement All

prior and contemporaneous negotiations and agreements between the Parties on the

mailers contained in ilus Agreement urc etpiwsly merged into and supeneded l»y this

Agreement I he provisions of this Agreement may nor l*e explained, supplemented .>r

i|ualilietl through evidence of mule usage or u prior course of dealings. In entering Into

iliis Agreement, neither Party has relied upon any statement, representation, warranty or

agreement of the other party except for those expressly contained in this Agreement

llu-rc is mi condition precedent to tlic effectiveness of this Agreement. ar»l there ore no

trprcscouiions or warranties. in each case odter than those expressly suu-d in this

Amvincnl Nodung in this Agrocawat *vll l«a.t or exclude a Pity’s liability arising as

all actions reccssio .* dexuaMe lo co'umncue and male cftsMne the transactions

73 The Parties may amend Out only by an agreement of the Pomes rlui

identifies itself a. an aiix-nJincni to tins Agreement The Parties may waive any

provision in thk Agrs.vus.-m only by a writing signed by the Party against »hmr the

waiver is sought to Iv enforced. Any amendment waiver, m caruciM %igi»-d liy the

Minister of Natural Reserves is boding on the Government No failure or delay in

exercising any right or remedy. or in ro{Uring the sainfa.t»a of any cuodmmt under

this Agreement by a Party, and no act. omivsion or course of dealing between any of the

Parties, w ill operate as a waiver .* estoppel of any right, remedy. '* condition. A waiver

made in writing on one occasion will be effective only in ihui instance and only for the

purpose stared. A waivs-t once given is not ro be construed as a waiver on any future

occasion. No waiver <* amendment in respect of this Agreement will constitute a

waiver or amendment ol any other agrvviivtu between the Parties.

7 A e-OL-hof whKhl

appear on the same counterpart, and delivery of ;

page by fa.'simile or clcvtnaiic scan i» av effective


 in Asurnirmt. Ntmuum, and Second Amendment Agreement Kmi

executing and delivering this Agreement m the presence ot' the other Italic* This

Agreement is effective upon delivery of oik- executed counterpart from euch Itaty to

each of the other Itaiies.

7.7 This Agreement hind any non contractual obligations arising out of or in connection

with it) is governed by I ngUdi law.


8.1 Clauses I (DrJitUiltm wul Interpretation», Clause 5 {Representations). 7 {lienerat

Provisions), and this Clause 8 (.Vrn/irt of Agreement: Completion) come into force on

the Agreeniem 1 )utc.

8.2 The remaining Clauses of this Agreement other than those listed in Clause 8.1 w ill only

come into force on tlio Coniplelion Date.

83 Hie requirements lor completion arc- set fonh in Annex 2. The Completion Dale means

aixl will lx- tlx- dale rei foith in a certificate of completion signed by the Minister of

Natural Resources. OMV. ami Reliance in the form and content as set forth in Annex 3.

8.4 If the Completion Dale has not occurred by 31 August 2010. or such later .late as the

Government may set. then tins Agreement shall terminate automatically and. except as

provided In Clause 8.5. the Panics shall treat this Agreement as void oh initio.

8.5 On termination under Clause 8.4. c*h Party will he discharged from an* further

obligations or buddies under this Agrevitrent wdlkui prejudice to any labdiue* dm

have axrwl up to the date of icrmuurmi of this Agreement. If OMV has made any

payments pursuant to Clause 4 prior m lenmnation of lhi» Agreement. the recipient

shall promptly return such (xismeni to OMV.

[Stgnalare page/olUms.]

For *rd on behalf of &e Kurdi.tan Regional Go.en.mtot af Iraq:

Prime Minuter Minuter of Natural Resonrcca

Kurdistan Rcgwoal Government Kurdutan Reponal Gconntm

On behalf of the Regional Camel On behalf .f .he Minbtr, of Natural

for the OU and Ga* Affairs Resource. in (he Kurdistan Region

oflbeKurdialaa Region Iraq



Harham Salih ii,

For and on behalf of OMV Ro»t GmbH:


Title: ...........


For and on behalf of Reliance F.iploratlon & Production DMCC:



Name ..........

\Slxnatnrt pagr to TPI Alignment, Novation and Second Amendment Agreement - Rovi\


 It'l Anl«i«»oir.

For ami on Mull of Iho Kurdistan K

Prtmt Minister Minister of Natural Resources

Kurdistan Regional Government Kurdistan Regional Government

On lirhulf of the Regional Council On behalf or the Ministry of Natural

for Hu- (HI and Gas Affair* Resources in the Kurdistan Region

of lie Kurdistan Region - Iraq

Signature: ... Signature.......

Burhant Salih Ashli Hu\%r*dmi

FUtucc fWoc^f-


For and on behalf of RHUnre F.apfaratioa A ProdxUoa DMCCi


b!gi«Tf » m *+ .WMWWtanAnMimMt-^l


 I l‘l Asitgnmm. \mution.

• or mid on behalf of the Kurdistan Regional Government oflruq:

Prime Minister Minister of Natural Resources

Kurdistan Regional Government Kurdistan Regional Government

On behalf of the Regional Council On behalf of the Ministry of Natural

for the Oil and Gas Affairs Resources In the Kurdistan Region

Of the Kurdistan Region - Iraq

Signature:.............................. Signature:......

Barham Salih Ashti Hawrami

for and on behalf of OMV Rovl GmbH:




For and on behalf of Reliance !\plo ration A Production DMC'C:



Name:.........(. JJ...-.& -B S >

\Sixna/urf r«gf lo TPI UO^amoil. \fnHMH *nJ StnmJ \ntnJment Ag/e*mtn< -


 TPI Ataignmmt. Novation, nrul Second Agreement Ravi

Annex I

Agreements Pertaining lo Contract Area

1. Production Sharing Contract dated 6 Nov ember 2

2 Production Sharing Con tract dated 22 December 2006 < superseded by # I).

3. Finn Amendment Agreement dated I August 2010 between the Government and Reliance.


 TPI Axrigamtnt. VoivtfiVui. iirul Si-humI Anmulmntl Afccwn Rml

Anno 2

( cmphitun

>»t olliSS6. fiomOMV m discharge of the Cafcxii) lloikluiy Pay mcnl - Him


) Receipt olhoard resolutions and signing authorities from OMV and Kehunce in formond

content reasonably satisfactory lo the Government: uinl

(cl Hit (lovcriimciu is saristied ihni each of live representation* of .1PUity made to the

Government are iiik and coned as of the Agtvemenl Dale and as of the (\Hiiplciion Dale.

► ^ I lx completion R(|iiircmenis «if OMV arc:

(a 1 ()MV has received a fully cxecuied copy of this Agreement;

(l«) Rc.vipt of wire insiiueiions from Reliance and ihe (•ovcmnvcnli

(c 1 Keivipi ol hoard resolutions and signing uuiltoriiics from Reliance:

MV is satisfied iha« ihe Firsi TUnclic Assignment PuynKure .I** >,« .. lode pro* tsun for

die |U)iik-nl of any Exclud'd Amount*.

(el (>MV IS satisfied thai each of die icprescnuiions of the mher Partre* made k> OMV arc nr

and turn'd a* the Agreement Dale and Ihe CompIctM* Dale, and

The completion re<|uiremmts of Reliance are:

1 a» Reliance has received a folly cxecuied copy of this Agreement:

(hi Receipt of the Fust I runchc Assignment Amooni by Reliance:

(e» Receipt ol hoard re solutions iuid signing authorities from OMV; and

id) Reliance i* »ull*lied 1h.1i each of the representations of the other Parties made to Reliance are-

ime and cotrevl as ol il»- Agreement Date and the Completion Date.


 7/7 Assignment. Nomliwi, nut Sr fond Ame/ulmrnl Awrrmeni Kmi

Annex 3

Form of Certificate of < 'nmpUtion


This Certificate of Completion Ls signed and delivered punwiini to < Itiusc X.' of the Assignment,

Novation, and Anvixlmcnt Agreement by and between the umfcixignod itlx- 'Agreement '). Icrins used

in this ecttifieuie Of completion have the meanings set forth in the Agreement

Each of iIk* undeisigned parties to iIk Agieenient:

1. represents that the representations of such Paity were line ns of the Agreement Date and arc true as of

the Completion Date;

2 ccnilies to tIk* other Panic* that ull of the requirements for completion in respect of itself in the

Agreement ha* been satisfied or waived: and

3. agrees the Completion Dale shall he the date set forth in this certificate of completion as the

Completion Date and that, in accordance with Clause N.2. all of the tenns of the Agreement are in full

force and effect.

The Panics may cuvuic this certificate m three ownicrptrts. each of which consumes an original.

all of which. cflUeeliscty. among* only one COO flea* of compktion. The signature* of all of the Rmies

need not appear cm tic same counterpart, and delivery of an executed counterpart signature pa?e by

f* timile or is a* effective ** executing and ifcivcring this cenificate in the preset*.*: of the odw

pjttK-* This certificate i* cfltdht upon dr liven id ooe executed counterpart firm each Party to e*± of

its: other Parties, and is only effective when each Party has signed i.

(Sfgnurun' i*ige follows. /


 TPl Assignment, lYoivtfiVvt arui Second Amf/idmcni Agretmem Jbnv

For aiul on behalf ol OMV Rnvl Limited:




I ni' und on behalf ol Reliance Exploration & Production DMCC:




For and on behalf of the KurdKtiin Regional Government of Iraq:

Minivter of Natural Resource*

kudi'un Regional Government

On behalf of the Mrary of Natural

Rc»Kirces in the Kurdistan Region

Avhn Ha* rami

{Sttpulurr pure bi the Cetttfh ate of G*npiet*m - R.m/


 TV! Astignmrnt. Novation, mu!Second Amendment Agreement «<»»

Annex 4


In this Annex 4:

"All'S Models means ihc Model JOA and the Model Accounting Procedure.

• JOA Puiiln" means OMV and Reliance.

"JOA Principle" mean*:

la) Article A.2< AI Purticipating Inteiesi in asx.trd.nKc with die Agreement;

lb) Article 4.1 Operator. Reliance;

(C) Article 4.8 No Commingling of funds (alternative I).

Idi Artiek' 5.9 uinendcd ui read: a general voting puvt mark for the operating

committee of an affirmative vote of an agreed percentage of Ihc Participating

Interests, which sJtall not be more than 75‘f of Ihc Participating Interests;

OMV consent for the following decisions

Drilling deepening, testing, sidetrucking, plugging back, recompiling or

rew inding of exploration wells.

Determination and declaration of comiiKiviul discovery.

- Approval of or amendmcM lo the development plan.

- AKmdonmeni/drxonunissHmng

(e> the two members designated by the Contractor to funkipue in the Manage mem

ComnutKe will he one Reliance representative and one OMV reprvscnwivc:

Option (D) alternative I - exclude any operation pursuant to an approved

Development Plan.

i hi AitKle 9.2 - urn of etude oil; - lifting agreement k* be concluded three«h

months po<» to the anticipated dare of commencement of commercial productioa

Ialternative 2>:

|i) AitKle I*. I • fcaelbh law as applicable law laltemative I).

Ijl AitKle I H.2 Arbitration - ICC aibitranoo and expert determination.

Ikl Noo Opctainr audit rights in accordance with Section 1.8.1 of the Model

Accounting Procedure, which must provide for at least 90davs advance notice in

the fust line thereof and a period of 24 n*mth» following the end of the relevant

Calendar Year in the fourth and thirteenth lines thereof;

 m SnW.tam*ml Agfrrmrmi Mm i

Join I Operating < ummitlr*' fete the rivalling set forth in the Model JOA.

Model Accounting Procedure mean, the 20OJ AlPN Model Form International Accounting


Model JOA mean, the 2002 AIPN Model Form Imenuuooal Operating Agreement.

Participating Interest has the meaning -er forth in the Model JOA.

2. OMV and Reliance -hall endcatour to agree, uithin three month, of the Agreement I>atc. a

joint operating agreement aang the AIPN Model, a, the basis for neg'HiatMAv Reliance dull

pmide OMV » ah a first draft joint operating agreement ba-ed on the AIPN NkxJci, that i»

con,iueni nith tin- annex 4.

J. The JOA Parties dull apply the JOA Principles from the Completion Date until such time as

the JOA Patties lux signed a joint operating agreement