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 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|