NOTICE: The text below was created automatically and may contain errors and differences from the contract's original PDF file. Learn more here
FIRST AMENDMENT AGREEMENT
relating to
the Production Sharing Contract for the Kovi Block
between
Tilt: KURDISTAN REGIONAL GOVERNMENT OF IRAQ
and
RELIANCE EXPLORATION & PRODUCTION DMCC
I I RS I AM KNDM ENT AGREF.MENT
I In* agreement (the A(ratntnl~) is entered into os of I August 2010 by and between:
11 > lilt KURDISTAN REGIONAL GOVERNMENT OF I MAO (lb*
"Government"); and
(2| KII.IANC'I EXPLORATION & PRODUCTION DMCC. a limited liability
company established and existing under the laws of the United Arab Emirates, whose
registered office is at l-l. 1st Floor, Al Folasi Residence. Center Point Apartment
Building, P.0 Box 125307. Dubai, United Arab Emirates ( Reliance )
(each n "Parly" and collectively, the Turtles")
RECITALS
(A) Hie Oovomment and Kcliiutcfl at* pauses to a PrwJmiH’i Shauns Coni act d.iicd 22
December 2006. as amended and restated on 6 Nos ember 2007. in rrspcel of the Kosi Block
m the Kurdistan Kegwn of Iraq (the -CbnlrncO
(B) The Ponies wnh to render *o*J the Gosemment s cxdsise of the Option of Hmd Pans
Participation pursuant to a kller to Reliance dated 15 July 2005 (the TPI Nomination
Letter-1 ia favor of Kl 1*0. as Ihud Parts Participant m the amount of 20".
(C) The Panics further wish to amend the Contract to extend the period during which the
Gosemment may exercise the Option of Third Pam Participation to enable be Government to
nominate a Third Pam Partkipart The Panics arc further vsillmg to agree to such
amendments of the Contrail as arc accessary to extend the period during which the Option of
fhird Party Particgulion mas be exercised to 30 December 2010
I. DEFINITIONS AND INTEKPK1TAT ION
l.l Unless otherwise delhkd herein tincluding the recitals), capnalisrd terms (use the
meanings ascribed to them in the Contract ibefore amendment by this Agreement)
As used in this Agreement
“Agreement" is defined m the preamble.
Agreement Date” is defined m the preamble.
“Claim- is defined in Clause ) 4
fsrsr.t
Contract- nds-fo*cd • Kn«il|A)
‘ Kdu»r i* defined m the preamble
TPI Nomination letter D dcliacd ia Recital I III
1.2 Descriptive headings ■> this Agreement are for convenience only. do not constitute a
run of this Agreement and do not alTect the construction or iatctptc<*«.>* ol this
Agreement A reference to a '’Clause" is a reference to a clause of tins Agieemcnl. A
reference to a "participating interest'' means an undivided interest in Hie Contract and
in tire Petroleum Operations m respect of the cniuc Contract Area
IJ Nothing in this Agreement shall be construed to impair tlic entitlement of the
(ms eminent to exercise the Option of Government Participation in accordance -ith
Article 4 I of the Contract.
2. AMKNDMIN IS - EXTENSION OF OPTION OF TIIIKI* PARTY PARTICIPATION
2.1 I lie < ’onlriicl is uinomlcct by Reliance and the Government as of the Agreement Dale
us provided in this Claude 2.
2.2 Article 4.9 to amended:
2 2 1 by deletion the first paragraph “the date tnclvc (12)months following tlsc
Effective Dale” and replacing it ssith: -30 December 2010"; and
122 by delctasg ■ d* ses.-sd paragraph Before the e*p«> of a pm«l of e*ta
(S> months (such period commemg upon the Effective Due) the Partir.
(12) month period foBo-mg the Effective Dale, base fully completed an
investigation earned out into such nominated company- and reptaemg it
“The Pames shall comhkl an investigation mto such nominated company "
X VOIDING OF TPI NOMINATION LETTER
3.1 Ihc Parties agree that the IPI Nommaiiun l ean and the iwnunatian of M ft O os a
3.2 I He Ooscmwi shall cause KEPCO non to mate any Clou, agamsl ReUame or
any other Person arising out of or relating to the purported nomination of such Public
l .Hiipans -tea Ihird Parly Participant pursuant U. the IPI Nomination l etter
3 3 Subject to clause 3 2. Reliance -ir.es and releases the KEPCO Hum any Claims that
Reliance mas has* against the Government and KEPCO awing out of or relating to
the oonauiwn of KEPCO as the Ih-d Party Partkiparu pursuant to the IPI
2
I o » Amuntbwnt Agreement Novi
NuminMlon Lflllcr. whether known or unknown, the waiver and release includes
i,n> ( lainis timing mil of or iclaicd lo any cash mils made by Reliance lu KliPCO.
3 4 f oi purposes of line Clause 3. Claim means any liabilil) . loss, claim. counterclaim,
lien, charge. COM and expense. interest. award, judgment. damages, dimintfion in value,
lees or other charge.
4. REPRESENTATIONS
4.1 Reliance represent:
4.1.1 lis entry into atxl performance or this Agreement haw been aulhorised by all
necessary company action
I I (hit Agreement const ilutes a valid, legal, and binding agreement of it.
•I I l It has received nil miiltoriaiions and mnsents required under the law utxfcr
which it is organised lls.il are or will Ixi tweessary for the entry into and
pcTformunce by It, and the vulidlly uihI enforceability ugalnst it. of this
Agreement.
4.14 Except as provided in tl« next sentence, llwiv is no law or agreement lo which
It is a parly that eonllieis with, prevent* ettuy Into, delivery, ami performance
by it of. or calls into question the validity legality and enforceability against it
of. this Agreement Ko representation n made m respect of the laws of ihe
Kurdisian Region or Iraq
115 It is not a pans to any administrative or judicial procs*edr»t Ingatcr or
Bit
4.16 Neither e nor any of its Affiliates ha» n»k' ottered. or aulMtstd (and has out
agreed » make and docs m< expat wiH be made*. wah rvqvu lo tlx maoers
whieti are Ihe subvert of this Agreement or the Contract, any pay mem. gill,
promise or other advantage, whether directly or through any other Person, lo
use or feme lit of any public official << e. any person lioUmg a
or judical »llicc. including any pmoti employed h>
..1 Mull ol tlx Covcmneal) or any political |wi> or |>s>l*kal parts
office, where such payment, gift. premise or
<0 the tasss of the Kurdutan Krgmn or of Irmg (hi Ike Uws
ol me.operation cr la phncipal place of bus mess, or
n held (mtobc
.toorfor
or political pans official <* eandsdne for office of the K Regmno.
federal Kepabbe of Iraq
3
Km Amtuhnttu .Ijpviwnr Him
4.2 Hie Govvinincnl represents ll.ai KEPCO has no claim* against Reliance in. an«lng «>m
of, hi i dull nit to like Contract oi Petroleum Operation' in Ilk- C imlruit Aten
5. GEN KRAI. PROVISIONS
5.1 AiUl.c 36 rn/Cag&nWftrirr). 39 **J(h*v< qTCWuf).
II (UoArr ef .Vosvwgn/iwinmiiyk42 I (\
44 (.Wi«n| of the Contract apply to thb Agreement link" other* iw specifically
deleted, amended or otherwise changed in this Agreement, dll other term* and
5.2 Except in rv*|»cct of KEPCO under clause 3.3. this Agreement doex not create any right
nuclei the Contracts (Rights of lltird Parties) Act 1999 that li enluixenhle by any I'erxon
who in not a Party I he Parties may rescind or vary the loims of this Agreement withoin
notice to or the comcttl of any third party, including in respect of nny lliiid puny rights
iimleiClause. I I
5.3 Except fCM Ik' Conn act. this Agreement constitutes the final, complete and exclusive
expiextion of the Panics’ agreement on the matters comulncxl m this Agreement All
pita* lend contemporaneous negotiations and agreements hetwevo the
matter* contained in this Agreement are cxprcssH merged mto and uq* by
Agreement I he pro visions ol thw Agreerocra max rwt be.
.|iulilies) through ex idcncc of trade us«c or a prior ,-ourxe of dcalrtgc In •
this Agreement*. neither Pam I
agreement ol list other party
there is no condition precedent h> the Axtvoko of thu ,
representations or warranties, in each caw
Agreement Nothing in this Agreement w ill limit.)» exclude a Party 'v hah. I*> .
a result of fraud or fraudulent concealment
5.4 Inch Party shall timely exercise all reasonable endeavours to lake, or cause to be taken,
all actions necessary or desirable to consummate ami make effective the transaction’
tins Agreement contemplates.
5.5 Iho Panics may amend this Agreement only hy an iigiveiiik'iit of the Panics that
identifies itself ns an amendment to this Agreement. Ilk' Panics may xvaivc any
provision in this Agreement only by a writing signed by the Patty against whom the
waiver is sought to he enforced. Any amendment, waiver, or consent .tgned by ilk'
Minuter of Natural Resources is binding on the Government No fuiluiv or delay in
. xcninng any right or remedy , or in requiring the sslikfklion ol any eondition. under
ihi. Agreement by a Party, and no act omii'kui or course ol dealing between any of the
Panics, w ill operate as a waiver cr estoppel ol .rnv right, remedy, ot condition A waiver
made « wr«ing on one uccaucn will be elTeclivc only hi lhal instance and only for the
purpose slated A waiver once given b not to be construed at a waiver on any future
Decision No waiver or amendment in respect of ihi. Agreement will constitute a
4
/iril Amendment Agrtemtiti Kovl
5-6 The Panes may WMe «nt Agreement m t»o cuu.tCTpj.lv each of »hth conflimres
an original. and iH ol which. collctt.*el> consume only ok agreement IV sigiutmcs
of both Panics need no* appear on lV vune cowtopjrt. and *V-liser> of an excelled
courccrpon tj^nUK p^c b> facsimile or ckviiume sew is as efletthre as owning
and delivering this Agreement m Use presence of the other Pam This Agreement is
eftretite upon dehsvrs of one etnuted courterpan from each Pam to the ceher Party
5.7 This A preen lent (and an> oon-conlactual oMigauns arising out «»f t» in connection
»rth n> it governed b> Fnglish fas.
Ifijpurare fKiXefuUvHil
5
t'trrl Amrmtmrni Agreement Ron
For and on behalf of ihc Kurdistan Regional Government of Iraq:
Prime Minuter Minister of Natural Resource*
Kurdistan Regional Government Kurdistan Regional Government
On behalf of the Keglonul Council On behalf of the Ministry of Natural
for the Oil and Gu Affair* Resources in the Kurdistan Region
of the Kurdistan Region lia«|
-A
Signoture ............................
Ashti llawnimi
For and on behalf of Reliance Kxplorallon A Production IlMCCt
role: ...
Same:
(Sjg*d/urr page lo First Amendment Agreement Rirvt\
6
I.»! .,1.1, i, i hchnll of the Kuril Regional (iovernment of Iraq:
I'flmc Minister Minister of Natural Reunifies
Kurdistan Regional Government Kurdistan Regional Government
On behalf of iltr Regional Council On behalf of Hie Ministry of Natural
for the Oil anil flat Affairs Resources in the Kurillvlun Region
of the Kurdistan Region - Iraq
Signature ............................ Signature:...............
Barham Salih Ashti How-rami
For and on behalf of Reliance Exploration A Production DMCC:
Signalutc.. ..........fife*.
TW«..........k*** T..C07.MIt
Nnmc ..... (■
[Sfcwarorr page *< f'lnl lmr»,bn>-ni Agreement /friri|