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 FIRST AMENDMENT AGREEMENT

















(elating to

















■Ike amendments to tl>c Production Sharing Contract relating to lire Mala Omar Block

















between

















THE KURDISTAN REGIONAL GOVERNMENT OF IRAQ








and

















OMV PETROLEUM EXPLORATION GmbH





TABLE OF CONTENTS


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


2. VOIDING OF TPI NOMINATION LETTER................................................................2


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


4. OMV PAYMENTS......................................................................................................17


5. REPRESENTATIONS.................................................................................................18


6. GENERAL PROVISIONS...........................................................................................19


7. STATUS OF AGREEMENT; COMPLETION............................................................20


ANNEX I Completion





ANNEX 2 Form of Certificate of Completion


 FIRST AMENDMENT AGREEMENT








This Ji'iivutai (the Agreement"' is entered imo as of I August 2


between:


111 TIIK MKDISTAN REGIONAL GOVERNMENT OK IRAQ I (he Government fc and


<2i OMV PETROLEUM EXPLORATION GmbH, a limited liability company established


and existing under the law* of AuHlriu. whose registered office is at I'lubrcnnstrassc ft - 8.


1020 Vienna. Austria roMV)


leach a Turly" and collectively, the "Purlins "i


KK( ITALS




2007 in respect of the XlaU Oman Block in Ac Kurdistan Region of Imq (the Contract »


TV Partic* wish to ptoeuic a 100'* participating irucrest in die Contra.t ft* OMV. and OMV


To confirm a lOO** p^tK.paiae interest fcr OMV. die Parties most first agree that the


Gos era meat's previous exercise of the Option of Thud Part) Part*.p*ioa las defined in die


Contract l pwsuani to a letter to the Contra** dated II lot) .the I PI NomtnntM


Letter . in lav.* of KEPCO. a Poblie Company ias mck term is defined m d- Contract k. m


Thud Party Pa.Ik.pea is void. TV Parties arc cash willing to agree to deem IV TPI


Nomination I etui and the Goverament's exercise ol the Option of Thud Party Paiticipui«o


to he void mid oi no li'i'.il effect and that the Option of I lilnl I'uily Pniticipnlmn hns expired.


(Di The Pintles wish to mi mid the Contract to confirm OMV as a Coniraetm Entity with u lUO'E


paiticipullhg interest (subject to the Government's lights to exercise’ the Government


(merest) ..nd to obligate OMV' and future holders ol all oi any participating interest (except in


respect ol the Government Intcrcu) to pay Capacity Building Payments (as defined in the


use solely to .uppoit and finance mfrasirtictuie and capacity building projects in the


Kurdistan Regain


 rim Amradmrnl A vnrmcr/i .tfata Omar








1. DKHMTIONS ANI) IN1T.KPKKI ATION





l.l Unices otherwise defined herein (including ihe recitals) capitalised terra* have ihc


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


Av oved in llnv Agreement:


Agreement' i* defined in ihe preamble.





'Agreement Dale" iv defined in the preamble.


"f ’lntai is defined in Chute 2-4.





< VimpWlInn Ihile i. defined in CI«M 7.3.


Conlrnct" redefined in Recital (A).





(imerniiiiiil ’ is defined in the preamble


OMV" iv doiined in tin preamble.





Third Party" iv donned in Cl.uve 6.2.


I PI Nomltuitfon letter ' i» defined in Recital .








1.2 Descriptive headinjtv in thiv Ajjieenvni ate for convenience only, do not eonmltutc a


pan of this Agreement. aivJ do not affect the construction or intcrpictalion of thiv


Agreement. A reference to a •’Clause" iv a reference to a clauve of thiv Agreement.





A reference to a "patlicgvjiing intcrcsT mean* an undivided inicirvi in die Contract














Anx k « I of the C





2. WIIIMNt. t>» 111 NOMINVTION LETTER





2.1 The Parties agree that the TP1 Sotmnjuon 1-eOer and thr manmatam of a third


Part) ParlKipam av vet out in the TPI Nomination l etter shall he deemed fie all


purposes to he withdrawn and void ab initio and without any clfect under llie


<<~ui.m or othetwee.





2.2 The Government shall cause the Puhlic Company nnmiuatcd as Thud Parly


Pmlicipanl ncvei to make any Claim against OMV andiig out <>f ot relating to the


pin potted nomination ol such Public Company as a Third Paity Participant pursuant


to iIh' TPI Nomination l etter.





2-1 Submit to clause 2.2. OMV waives, and releases die Pub Ik Company limn any


CUuiw that OMV may have against the Government and the Public Company








TPI

















2


 1A For purposes of ihis Clause 2. Claim means any UahUy. knv claun.


counterclaim. l>cn. charge, cost and expose. interest. award, judgment. damages,


diiiumnkm in value. fees at odicr viurge.








3. AMENDMENTS TO C ONTRACT


3.1 As of the Compleiion Date, ihe Comracl is amended as provided in this Clause 3.


3.2 Recital (C> is amended by adding at the end of the paragraph before the hcnikolon





uiul the Comract was amended pursuant to the Finn AnK-ndment Agrecnicnt


between the Panics dated I August 2010"


3.3 In Article 1.1. the delinition of "CONTRACTOR” is lummloti hy tlelcling the


words "or Thinl Patty Participant".





3.4 In Article l.l. the definition of “CONTRACTOR Emily" is tuneiulcd by adding the


following:


'At such time as live Government may exercise live Option to I'aiticipuic. a holder of


the Government Interest is not a CONTRACTOR Entity. At any lime, when there


is only one entity constituting the CONTRACTOR, any reference made in this


Contract to “the entities constnutuig die CONTRACTOR" or the


CONTRACTOR Entities" or similar reference, shall he deemed t,. ».« The


Ml Its s.«'T.tLt, the CONTRACTOR. OMV *, the CONTRACTOR I .any as


at the Effective Date, owns an undisutd one hundred per seal t 100* i participating


-teresi m thr Contract and •> the fN»c4eum Operands m respect oC the enure


Contract Are*"











Annual Reconciliation Statement !s defined in Article 32.8.2(0.


CapncHv Building Account means a segregated hard, account with a re|i«itahlc


mieinatonal hank in the name of. aad nu.nta.ned by. the GOVERNMENT, the


**dc pupmc «i which is to support and finance certain infrastructure and capacity


building protests to he nkMified by the GOVERNMENT m Us sole diw.ct.n in


the Kurdisun Reg**


C npnrtls Building Bonus .s defined in Article 321


Capacity HuiMing Payment - FYrwi 1 ranch. means six million Dollars


(USfeOOajOOO).


(■parity Building Payments Means m respect of cn.ii Oxugtsl Inierrsl Holder. the


Capacity lliaklmg Payment - Fust Tranche and the (afu.ity Building Payment -


Second Tranche Instalments














3


 i tm .Kmmdmens Agreement Mala (*mv





< apndly Budding Payments - Sreuod Iramh. Imttlmrw* ax**, the tNfin


of ah Charged loiercsx Holder k> pay an amurt to he Caplin Buikhn*


Valias* attributed to such Charged Imereti Holder pursuant to AHicte 318.


( aparil) Buildinj Vatae means. m respect of any permd of determiaarkn: for cah


Charged Imetesi Holder, an amxir* in Dollars espial to he value. established in


accordance with Article 27. o! forty-five per cent 1 45 'i> of he Charged Interest


Holder's Profit Petroleum.


< httrgrd Interest means all or any pad of the participating interest hereunder deemed


held hy OMV * of ihe Efleciivc Date.


( liurgrd Interest Holder means a CONI RAC TOR Inliiy to the extent it is the


holder ol a Charged Interest. As of the Ulestive Duic. OMV is the only Charged


Interest Holder.


(bulged Interest Holders Monthly Statement .s defined in Article 32.8.2(a).


Estimated Total Capacity Building Value is defined 111 Article 32.8.14(el


First Amendment Agreement means the First Amendment Agreement between the


Government and OMV dated I August 2010.


Loss or Expense is defined in Article 32.8.8(c).


Option to Participate is defined in Article 4.1.


Rights Snle is defined in Article 32.8.14taL


Signature Bonus is defined in Altaic 311


3.6 la Art vie 1.1 <4 ho Contract, ttac definitions of "Option of Thud Pam R*ikipition~.


Third Pans Interest" and Third Party PartvqxaM" are deleted


3.7 la the heading u» Article 4 ol the Contract and 1a the cotresfoodmg heading in the


TaNc afCanKOta the words "Opium of Government Putvipal** and Uk Third Pans


PartK ipjtKm " are deleted and replaced v» ith "Option of GmrnunriM Pamcipatioo".


3JI Article 4J|c) is deleted in its ranrety. and restated.


TO The P«Nk Conrans ssiU not Base aa> liability to the CONTRAC TOR to


contribute Us Gn crane nt Inkiest share of all IMmleum Costs. A1


Petroleum Costs are the exclusive obligation of rhe ID.VTRVC TOR


Entities in uccordunce with rath CONTRACTOR Entity's respective


participating interests in ihc Contract, liach CONTRACTOR I unity will


be entitled (through the CONTRACTOR 1 to recover all such Pctroleuin


Costs in aeeordance with Article 25. flic Public Company shall cofltiibuie


its share of Production Bonuses unrihuluhlc to ilw Goveinment Interest ami


payable pumuant to Articles 32 3 through 32.7."


3.9 Art teles 4.8 to Ankles 4.12 of the Contract are deleted.


3.10 Annie 4.13 is deleted and restated ns the new Article 4.8:








4


 I'l'll Amm/uirill Ax/ermrni Main Omar





II the GOVERNMENT e.vciciwH the Option of Govvinmenl Participation. the


Government Interest shall be assigned undci this Artak I to the Public Company by


the CONTRACTOR I .mines pt\» rata to tlwit lespjcllvc paiticiputmg interests tiiuler


dm Contract."


3.11 Ankle 4.14 i' renumbered a» Article 4.9 and:


(a) a new clause (a) is udded:


"The CONTRACTOR linlilies shall, within a reasonable period of time,


negotiate in good faith and enter into .1 Joint Operating Agreement and shall,


during the period until the CONTRACTOR Entities enter into a Joint


Operating Agiecntent. comply with this Article 1.9 as if it is a provision of


this Contract:";


existing clauses


    (c| in the new clause (cl. the words ‘nr Third Party Interest" are deleted.


    3.12 In Ankle 16.14. after the winds in the find sentence "The GOVERNMENT and' thr


    following is Insened:", subject to Articles 32.8.6(a) and (by."


    3.13 In Article 26.9 the following sentence is added 10 the end of th. Artak


    "Notwithstanding lit othrr pr.nis.ms of thr, Attack 26.9. where the


    GOVERNMENT determines, as provided a Ankk 32X6. Hut a Chared lama


    Holder is in breach ..l any of its aUigauins m respect of the payment of its Capacity


    Buildme Payment* - Secood Traachc Instalments under Ankk 32.6 the


    GOVERNMENT will tuve the rights set forth m Artaks 32.8.6 through 32* 8


    3.14 Ankles 27.1 ord 27.2 and Paragraphs 7. *. and 9 ore amended by adJrng. after the


    word -Quarter" in each in*urac m each Ankk and Paragraph, the words and


    Month": and in Paragraph 7.2. the words -twenty sme (21)" are deleted and replaced


    by-ientlOr.


    3.15 Ankk 27.4 is deleted and restated in n« entirely


    -By the loath (Iff’) day of each Month, the CONTRACTOR shill provide a


    stokowa 10 the GOVERNMENT shim mg the CONTRACTOR . cahuhikm* of


    the value of Petroleum produced oral sold from the Contrast Area for thr previous


    Month Such statement shall include die following infurnutron


    (a) quantities of Crude Od sold by thr CONTRACTOR Entities during


    the preceding Month ctminmg -Aim's Length Saks together wah


    corresponding sale pners.


    tb) quantities of Crude Oil mid by the CONTRACTOR Entities during


    the preceding Month tut do not fad m the carescry referred to m


    poragtaph (a) ah we. together with ink prices applkd during wish








    5


     Firu Amendment Agreement Multi I>mt t








    (c) inventory in storage belonging to the CONTRACTOR Entities .it


    the beginning anil at the end of the Month: and


    id) quantities of Natural Gas sold by the CONTRACTOR Entities and


    the GOVERNMENT together with sale prices realised.


    CniKUirently with the delivery of the monthly statement, the CONTRACTOR shall


    deliver the Charged Interest Holden Monthly Statement to the GOVERN MEN! .0


    provided in Article 32.8.2(a):’


    3.16 In Article 291. after the word, "shall be in Dollars and shall", the following words an*


    added:


    “except as provided in tin: next sentence and Articles 32.8.10 through 32.8.12.”;


    iuid the following sentence is .sided at the end of Article 29.1:


    'The right of iiHnci provided in this Article 29.1 will not apply in respect of the


    obligation 11I a Charged Interest Holder to make its Capacity Building Payments -


    Second Tranche Instalments as further provided in Articles 32.8.10 through 32.8.12."


    A17 A new Article 32.8 is added:


    Capacity lliilldlng Payments


    *2.8 Each Charged Interest I (older is hound by the provisions of this Article 32.8.


    The obligations of .1 CONTRACTOR Emily, to the extent it b a Charged


    Interest Holder, as set forth in tin* Article 325. and 10. and nu> ran be


    severed from, as Charged Interest Only OMV (for so long as OMV 1* a


    Charged lnieresi HoUeri will have any rights under Article 325.14


    325.1 Each Charged kaerrsi Holder dull pay 10 the GOVERNMENT


    ll) the Cajxj.it> Building Payment - First Trara.hr 00


    denund and


    12» from First frodnetion and tor the duration of the


    remainder of tie Development Period, the Crpal)


    Building Payments - Second Tranche InstalnviHs


    attributed 10 the Charged Interest Holder in accordarac


    with this Article 318.


    32 8 2 In respect of the Cajunry Building Payment - Second Trarahe








    la) On or before the tenth (Hf day of euh Month in the


    Development Period. the CONTRACTOR shall provide 10 the


    GOVERNMENT. together with the auxnhly production


    statement prepared by the CONTRACTOR in axerdarer


    with Article 27.4 and the ninthly valuation statement in


    accordance with Article 25_2ia> and Paragrjj* 7.1. a statement


    (the Charged Interest Holders Monthly Statementsetting


    out the CONTRACTOR'S calculation of the Cajuity





    6


     First Amendment Agreement Mata Onuir





    Building Valu? attributable 10 each Charged Inicicst Holder for


    ihc preceding Momh. In each Charged Interest Holders


    Monthly Statement the CONTRACTOR shall detail each item


    taken into account in making its calculation of the amounts due


    from each Charged Interest Holder, the quantities of Profit


    Petroleum produced during the Month covered by such


    Charged Interest Holders Monthly Statement, the volumes of


    such production and Profit Petroleum sold, the Capacity


    Building Value attributed to such sales, and tl*r Capacity


    Building Payments - Second Tranche Instalment required to be


    paid with respect thereto by each Charged Interest Holder.


    tb> On the same date on which the CONTRACTOR provides the


    Chaiged Inteiest Holders Monthly Statement to the


    GOVERNMENT in accordance with Article 32.8.2(a). each


    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 Charged


    Interest Holder in the Chaiged Interest Holders Monthly


    Statement. If:


    Ilia Charged Interest Holder has sold any amount of its Profit


    Petroleum to (i) the GOVERNMENT or a Public


    Company (or a company or an entity ow ned and controlled,


    directly at indirectly, by a Public Company or the


    GOVERNMENT), (ii) the State Oil Marketing


    Organisation (SOMO) or any entity owned and controlled


    by the Government of Iraq, or (iii| any oilier entity as


    directed by the entities detailed in (i) and (ii) above: and if


    |2) any such counterparty as identified in Article 318.2(bKD


    has not paid the Chaiged Interest Holder for the Profit


    Petroleum lifted by such entity , then:


    (3) il«? Charged Interest Holder will only be liable to pay its


    Capacity Building Payments - Second Tranche Instalments


    when and to tl»? extent such Charged Inteiest Holder has


    received payment by such counterparty.


    The preceding sentence din's not apply w ith respect to. arxl


    to the extent of. sales of Charged Interest Holder's Profit


    Petroleum to any other counterparties.


    (c) Within thirty (30) calendar days following the date on which


    the CONTRACTOR delivered the Final End-of-Ycar


    Statement to live 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








    7


     First Amendment Agreement Main Onuir





    CONTRACTOR shall provide 10 ihe GOVERNMENT, in


    respect of each Charged Interest Holder, a written


    reconciliation of the aggregate amount of its Capacity Building


    Value and the aggregate payments of Capacity Building


    Pay ments - Second Tranche Instalments during such Calendar


    Year period (the Annual Reconciliation Statement”).


    id) If the results of an Annual Reconciliation Statement show that


    any Charged Interest Holder has. in lire aggregate over the


    Calendar Year period coveted by the Annual Reconciliation


    Statement, made Capacity Building Payments - Second


    Tranche Instalments in an amount less than the aggregate


    Capacity Building Value attributed to such Charged Interest


    Holder during such Calendar Year period, such Charged


    Interest Holder shall pay (subject to the same exception as


    provided in the second and third sentences of Article 32.8.2(b))


    the amount of the underpayment as shown in the Annual


    Reconciliation Statement within thirty (30) calendar days


    following tie dare the CONTRACTOR delivered the Annual


    Reconciliation Statement to the GOVERNMENT.


    te) If the results of an Annual Reconciliation Statement show that


    a Charged Interest Holder has. in the aggregate over the


    Calendar Year period covered by tie Annual Reconciliation


    Statement, made Capacity Building Payments - Second


    Tranche Instalments in excess of the Capacity Building Value


    attributed to it during such 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


    oveipayment. 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 be entitled to deduct more than fifteen per cent (15*It >


    of the amount otherwise payable from the next following


    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 oveipayment.


    and the GOVERNMENT w ill 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 part of its


    Capacity Building Payments - Second Tranche Instalments


    when due in accoidance with Article 32.8. the Charged Interest





    S


     Itiii Amendment Agreement Muht (hmir








    Holder shall pay interest on the unpaid amount at an anmi.il


    rate of I.IIIOK plus two per cent (2%) compounded monthly


    from ami including tlu- date the payment was due to. hut not


    including, the dale puid.


    (g) If any Capacity Building Payments - Second Tranche


    Instalment* nio due to K' puid to the GOVERNMENT on a


    day that is cither not a bunking day in either Hie place " here


    the Capacity Building Account i' maintained, or die locution of


    the financial institution through which a Charged Inteiesi


    Holder will make such pnyiik-nU then the Capacity Building


    Payments Second Tranche Instalments will he due on the


    next following honking day A ' hanking day" is u «Liy (other


    than a Satuiday, Sunduy. or public holiday) tin which hunks arc


    open for general business in the specified location*.


    Capacity Building Account


    .'2.8.3 The GOVERNMENT ahull:


    (a) establish ami maintain the ( apaiTty Building Account:


    (lit deposit all Capacity Building Payments land the proceeds from


    any Rights Sale or any financing secured by Capacity Building


    Payments) icecived hy Ihc GOVERNMENT into the CapaSt)


    Building Account, and


    (C) f« only -> k*tg a* OMV is a Charged Intelru Holder,


    anoually prosaic a written report to OMV of the appfacatmi of


    the proceeds of the Capacity Building Payment* (including the


    applmtion of proceeds from Rights Sales l in sufficient tkrud


    to pcmia OMV to identify the prefect* to which die


    GOVERNMENT h*. appteS the Capacfcy Building


    Payment*


    325.4 Ufonratam pros-td by the GOVERNMENT to OMV pursuant to


    Article 3253(c) dull be deemed to be in the puN* dmui fc*


    puipncs of Article 36.7(a).


    Separate liability


    3255 Each Charged Interest Holder is *ep*aiely luhle land me jomtly


    are! socially bable with any outer Charged Interest Holderi to the


    GOVERNMENT fc* is obligation*. duties and lubditv* under


    this Article 325. A CONTRACTOR Entity (tut is nut a Cturged


    Interest Holder will hive no liability to the (iOVKRNMEST l«*


    any claim by the GOVERNMENT arising .«.! of or related to the


    breach of any Charged Interest Holder's .MigaUm* unkr dus


    Article 325.





    9


     UrU Amendment A element Mala Omar








    : I





    32.8.6 la) If a Charged Interest lh*h-r faiK to pay its Cap*:it> Building


    Payments - Sninl liunchc InvtalnK'nts in full when due


    pursuant to Article 32.8. the GOVERNMENT will,


    notwithstanding any other provision of this Contract, any


    lifting agreement, any Miles or matketing agreement. ur any





    other agreement. autooutkally tv entitled, on rot lev. than


    sixty (601 days |*>x mm lo the defaulting Charged Interest


    Holder and die CONTRACTOR in the case of the fust


    default, and in less than thirty l30l days in the ease of any


    ■ la





    (I)


    GOVERN MIM id fatty-th e pa cert


    i4»m4 A HaUer’, Prufil








    «2> continue m> hi lift up to forty-five per cent (45ft) of the


    defaulting Charged Interest Holder’s Profit Petroleum 6*


    the remainder ol the Dev elopment Period.







    period of thirty ( Ml) days only in respect of its fust delimit. II


    the defaulting I hinged Interest Holdci pays the defaulted


    Capacity Bu.ld.Bg Paynvnt. Ses.md Tranche Inaalmeoi. ia





    full plus uMCfest in »v.«darKe with Artxie 32X2(0 a such


    thoty (.30) - day penod. the GOVERNMENT shiU om


    Art* lr 32*h - respect of


    Ib the core of aoy


    default the GO31M0T Bay exerewe «s


    nght lo lid the defaulting Oiarged Interest Holder’s Profit


    Petroleum whether or not Ilk- defaulting Charged Interest


    Holder eu.rs .is default within the thirty (301 - day nobce


    period





    32J8.7 Hie liliing rights of the GOVERNMENT pursuant to Article


    323 6 are exeivisable Ivy way of «*l olV without first resort to legal


    process, and without any UaNlity or cLun.s of the defaulting





    Charged Interest HiOder. the CONTRACTOR the Ojenoc. or


    any ocher Pets.*, and regardless >4 my provisions of any


    agreement <« provision of a yarnt ofvraiing agreement o* any


    agreement «v which the COST1MHW « • defaulting Charged


    Interest lloldct .. a patty. The CONTRACTOR shall ensure that


    all agiccmcnt* in resjvct ol the lifting or sale of Peuoleum reflect


    the GOVERNMENT, pn.nl> nghts a* set Ireth in .Article 32 8 6


    and Ih.s Article 32X7.











    10


     l ira Ame/xdmenl Agreement Omir





    32.8.8 (a) A defaulting Charged Interest Holder skill indemnify the


    GOVERNMENT from any Loss Expense (as defined in


    Article 32.8.8(e). below) that may in any way arise from the


    exercise h> the GOVERNMENT of its tights in respect of


    such defaulting Charged Interest Holder under Articles 32.8.6


    and 32.8.7.


    (hi The GOVERNMENT will retain control over the defence of.


    and any resolution or settlement relating to such Loss or


    Expense incurred puisuant to Article 32.8.8(a). A defaulting


    Charged Interest Holder shall cooperate with the


    GOVERNMENT and provide reasonable assistance in


    defending any claims against the GOVERNMENT arising out


    of such default of Article 32.8 by the defaulting Charged


    Interest Holder.


    (c) "Loss or Expense" means any liability, loss, claim, settlement


    payment, cost and expense, interest, award, judgment,


    damages, fees or other charge and. to the extent permitted by


    applicable law. any eourt filing fee. court cost, arbitration fee


    or cast, witness fee. and each other fee and cost of investigating


    and defending or asserting a elaim for indemnification,


    including reasonable attorneys’ fees, other professionals' fees,


    and disbursements: but does not melurfc consequential losses,


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


    punitive damages, or penalties in respect of any (it projects


    being financed cm- constructed by live Government with


    Capacity Building Payments or financed or constructed by the


    GOVERNMENT with proceeds derived front the exercise of


    (he GOVERNMENT'S right of lifting under Article 32.8.6 or


    (ii) financings of the Government dependent on cash flows


    from Capacity Building Payments or dependent on cash flows


    from the exercise of the GOVERNMENT’S right of lifting.


    (dt A claim set forth in a notice from the GOVERNMENT to a


    defaulting Charged Interest Holder will be conclusively


    deemed a Loss or Expense if the Charged Interest Holder fails


    to dispute the GOVERNMENT’S liability by the end of a


    thirty (30) - day period following receipt of the notice from the


    GOVERNMENT. The Charged Interest Hoklei shall


    promptly pay the deemed Loss or Expense on demand.


    328.9 The GOVERNMENTS rights under Articles 32.8.6 through 32.8.8


    are not exclusive and are without prejudice to the


    GOVERNMENT’S termination lights undei Article 45.


    Payments: No Set-off or Deduction











    11


     / Vt*I AmnulmnH Asteemem Main Omir





    32.8.10 Except as provided m Article 32.8.2

    provision in this Cumrart lo the cunUary. «*h Cka»l lnVacsi


    IfaUer shall pay lit Capxay Bj.kJ.-T* hjnoh -Second Tranche











    318.11 E*h Charged lamest Holder aclao* ledges and accept. that a


    fumfanvaui pnntiple at that Ancle 32.8 .» ttui *uch Charged


    Lucres! Holder must p-»> ihe Capacity Budding Payments doc and


    payable pursuant in Bus Article 318. Accordingly. in respect of lit


    obligations under (hi. Article 32.8 only and excc[* at prosided m


    Article 32JL2ICL each f'turgcd Imereti H<4drr hereto wanes any


    nchi io fine by way of tei off or instAr at a defence to a»


    obligations to pay it. < upadly Building Payments Second Tranche


    Instalment* pursuant to Uu. Article 32.8. wfcrhoi m lav. nr equity,


    any failure by ibe GOVERNMENT « any CONTRACTOR


    Emily io pay jimvuMt due and owing under the Contract or any


    alleged claim tlui such Charged Imereti HoUei may ha.e agamti


    the C.O\RRNMENT. Operator. other CONTRACTOR I niity. or


    any

    Contract or otherwise.


    32.8.12 Each Chaigcd Intciesl Holder shall make its Cnpucity Building


    Payments -Second Tranche Instalments to the Government by »ui


    transfer of immeduuh available funds m OdUt m axonlaoe


    w*h wue uraiuet-mt prattled by the GOVERNMENT. Tbe


    «*«* of any payments by a Ourgrd lamest H.ddm under


    Article 318. or the acvcptamv cr use of any piysmsgs by the


    GOVERNMENT, dues no uapta* the ngt*. of sad. Charged


    lumen H.*ta or *r GOVERNMENT nmk* Arta-le 15. Any


    dnfmae between tin GOVERMENT ml a Charged Imereti


    HsAlet m respect of the cji.uLiti.rn of cath of nt Capacity Building


    Value nr its Capacity Building Payments Second Tranche


    Instalments due with n-spcct thereto is suby.it in Article 15.9.








    Assignment. Kevcrslm


    32.8.13 (U) II it Charged Iniercsl lioltkr assigns all or any part ol its


    Cltarged Imeiest. tin; assignee will he a Cluiged Interest


    Holder to the extern of tnch assignment and nstti.


    lb) If a Ourped Imereti Holder withdraws » a


    CONTRACTOR Emny. or mi tte GOVERNMENT


    KtiMUKv a Charged IntorcM Holder as a CONTRACTOR


     Firu Amrndmcm Agnwirwi ,\M




    assigned and novated

    COSIKMTOR Emilies a* prosukd in Artuk 45. then. is


    »I)MH\(TOR Entity. a* the cm nay he. *dl he a




    or irtciwn. as applicable. prosuVd itui the withdras. me c*


    terminating Charged Interest Holder will ho vilely liable for


    .my* iinpuid Capacily Building I'nymenis Suomi Irnnche


    litsluiiiK'iils attributable toils ('killed Interest prim U> the date


    id withdrawal or termination











    328.14 Tkr M>\»R>MEVT a*ec* with OMY ths the


    CiOV HINM1 NT »iH och enter nu a Right* Sale u *s«*d**.«


    with lias Article 328.14. Osh O.MV. anJ only for so kng a* * is a


    Our pod Interest HoUer. has aay lights under this Article 328.14.


    Tlus Article 32.8.14 does not create any rights uiulet the Contrnets


    (Rights of llmd Parties) Act I9W til any utlici Cliarged htteresl


    Holder. CON I KACTOR Entity, oi otltei Peivon (whether ot not a


    parly lo this Contract). and OMV and the GOVERNMENT may


    agree lo any waiver in respect of tins Article 32 8.14 without the


    consent id. or notice la any othei Charged Interest Holder.


    « ONTRVCTOR lout), or uix-r tVrsoa.





    la) For p«pne« otf this Ancle 328.14. K*ht* Val. m»i


    sale and ass^rwm id the GOVERNMENT. tight* to


    tvreisc the Cap»cit> Building Payments - .Second Tranche


    lasialments m respect of the OMV Intereu from OMV.


    whether such sale includes any CafUity Building Payments -


    Sect*! Tranche Instalment* due from anmki OurgesJ


    Imeieci Holder, and whether fir a lump sum payment oi m


    instalment paymentv. where the pureluser assumes all


    payment n*k and all risk as lo the amount of Capacity


    Building Payments - Second Tranche iHhlmnh without


    regard lo any guarantee* provided by the GOVERNMENT


    or other credit enhancements.


    11*1 WlKn the GOVERNMENT and a propnsed purchaser have


    negotiated the liit.il lei ms of a Rights Sale, the


    GOVERNMENT shall

    Charged Interest Holder, of like GOVERNMENT’S intention


    to effect a Rights Sale, and in) provide OMV with a copy of





    CiOV ERWD.VT wdl consider any




    pro*idr to tie <*>V ERNMEXT m respect id the (wopmed





    13


     First Amendment Agreement Maht Onuir





    purchasers. The preceding sentence is a mailer of courtesy 10


    OMV and not an agreement, duty, estoppel, or other


    obligation of the GOVERNMENT and creates no liability


    for breach or obligation to respond.


    tc) Subject to the provisions of Article 32.8.14 and for so long as


    it 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. if. within


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


    ai*l draft documents puisuant to Article 32.8.14(b), OMV


    notifies the GOVERNMENT that OMV ii) accepts all of the


    terms of the proposed Rights Sale without any reservations or


    conditions, (ii) is exercising its rights under this Article


    32.8.14. and (iiii represents it will |A> close the proposed


    Rights Sale within thirty (30) days of such notice and (B) fui*l


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


    draft, agreed, final documents provided to OMV by the


    GOVERNMENT puisuant to Article 32.8.14(b). OMV may


    only exercise this right with respect 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 dies not close the acquisition w ithin thirty (30) days


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


    GOVERNMENT may close lit Rights Sale with the


    proposed purchaser under terms and conditions no more


    favourable to the proposed purchaser than throe set forth in


    the GOVERNMENTS notice and docuntnts 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 willing to d> so on the same terms


    ai*l conditions, the GOVERNMENT will have all rights ai*l


    remedies against OMV as are available under law.


    (c) Hie GOVERNMENT shall not enter into more than three (3)


    Rights Sales (a Rights Sale to a CONTRACTOR Entity will


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


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


    Total Capacity Building Value at tlx: time of the


    GOVERNMENT’S notice puisuant to Clause 32.8.14(h).


    Nothing in this Article 32.8.14 prevents the


    GOVERNMENT from directly ottering a Rights Sale to


    OMV. For purposes of this Clause 32.8.14(e). "Estimated


    Total Capacity Building Value" means the


    GOV ERNMENT'S reasonable estimate of the present value





    14


     First Amendment Agreement Main Onuir





    of the expected stream of Capacity Building Payments -


    Second Tranclv Values, based on the expected production


    profile, and Petroleum Costs, aiki using a discount factor (for


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


    (0 No pan of this Article 32-8.14 will apply to (or otherwise bar


    or intpaii) a Rights Sale to a part of the GOVERNMENT, a


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


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


    case with respect to which the GOVERNMENT is


    unrestricted by this Article 32.8.14.


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


    otherwise bar or impair I 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 tlv Capacity


    Building Account.


    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 dial! provide reports on tire use of the


    proceeds of such financing airangenvnt to the Charged


    Interest Holders in accordance w ith Article 32.8. 3

    li) The rights of OMV under this Article 328.14 will


    automatically expire and be void on the fifth (5°) anniseisary


    of the 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


    or related to OMV's breach of its obligations under Article


    32.8.14(d) will not be impaired by this Article 32.8.14(i>.


    (j) (I) The rights granted to OMV under this Article 32.8.14 are


    exclusive and personal to OMV. OMV shall not assign all


    or any pan of its rights under this Ankle 32.8.14. Any


    purported assignntent will tv void and all rights of OMV





    15


     \nxk 31s. 14 »il








    <’) ir OMV doses u Rights Sale with the GOVERNMENT.


    OMV shall not u»m«u as rights under such Rights Sale


    agreement without (lie prior consent of the


    GOVERNMEN I (not in he unreasonably withheld or


    dsliyed). Nothing In ihli Article 32MLI4j)(2) will limit


    (or otlierwise birr m inipuir> OMV from transferring or


    encumbering all nr any nl its rights u. receive die Capacity


    llui Hi ug Payments Sc.snvl Tranche Instalments


    pursuant to the Rights Sale u. a financial institution or


    special purpose vehicle organised solely for the purpete of


    security relating to finaike.


    (3) In tire event of such assignment of right* under a Rights


    Snk* agreement in hivaclt nf Aitlcle 32.8.l4(j)(2). the


    GOVERNMENT may elect in laminate such Rights


    Sale, free of any claim or liability nf OMV or such


    assignee.





    <4. OMV shall indemnify the (GOVERNMENT from any


    Loss or Expense ta> defined in Article 32.8.840. above)


    dui may in any way an«; (tom the exercise by dse


    (GOVERNMENT at *» nghts mdtr tf-. Aroele


    12A I4(jl The GO\ fRN'IEVT wil retain control over


    the drfeixe of. arid any res.*jt»- or reManM reUiog lo.


    such |j>s» <* Expense OMV shall cooperate with the


    (GOVERNMENT and provide reasonable avvitiancc in


    defending any chums against the GOVERNMENT. A


    dan ret forth in a nrticc from the GOVERNMENT to


    OMV shall he conclusively deemed a Loss if OMV faih lo


    dispute the (GOMUAIINTv luMuy by die end of a


    the GOVDDMDrr OMV sJofl pnnfds pay the











    3.18 Article >91 is deleted and restated.


    "Except» provided in Article 32.8. each CONTRACTOR Emil) shall fuse the right


    to -Ml. assign, transfer or otherwise vUsptxvc of all oi |Wtt of its rights ami inteiest*


    under this Contract to any third party Hint being an Affiliated Company nr another


    CONTRAt TOR I ntity) with the prim cniiscm ol the (GOVERNMENT aid each


    other CONTRACTOR Entity (if any), which consent shall isot he unreasonably


    delayed or withheld Any CONTRACTOR I MMy proposing to scIL assign, translef


    or otherwise dispose ,4 all or pan of its rights and interests under this Contract to any


    such third pitty 'lull request such consent in wining, which request shall be





    16


     rim Amendment Agreement M,ih I>mi e





    accompanied by reasonable evidence of ihc technical and financial capability of the


    proposed thiid puny assignee."


    3. IV III Ank le 39.5. ite word' "Ol (he(Iption of Third Party Participation" are deleted.


    3.20 In Article 39.6. the following is added after "Article 4": 'and Article 32.8"


    3.21 In Article 41. the following is added at the end of the Article:


    Notwithstanding the foregoing, this Article 41 will not apply to the


    (it INTERNMENT in respect of any claim or proceeding arising out of or related to the


    exercise of rights by the GOVERNMENT xs set forth in Articles 32.8.6 Ihmugh


    32.8.9. Ill respect of which lltc GOVERNMENT expressly reserves all sovereign


    immunities"


    3.22 In Article 42.1. tlx- following sentence is ailded at the end of the first sentence.


    Ibis Article 42.1 docs not apply to any Dispute arising out of. or relating to. the


    exercise of rights by the GOVERNMENT as set forth in Article 32.8.6. which


    Disputes shall, except only u> provided in Article 32.8.12. he subject to the exclusive


    jurisdiction of the courts ol the Kurdistan Region located in Erbil


    3.23 In Article 45.6. after "31." is added "318".


    3.24 The following conscqitfMial amendments ate made:


    la) in Paiagr.iph t I V the words “writ the exception of Taxes described «i Article


    312) and bonus paymmis" are dieted and replaced with with the c\cep

    Taxes (described m Article 31.2). boou» pismentx. Capacity Building Payraentv


    and a*>> <*hci payments".


    tb) in Paragraph 4.4 arel 13JJ>thL after the w.*d t-mmes" in cadi insiancv.


    Capacity Budding Payments, or other payments" is added.


    tc) the heading ft* Article 32 is deleted and n-oatfed


    ARIKI.I. 32 - BONUSES: CAPACITY BUILDING PAY MEATS . and


    Id) in Article 39 A. the follow me 6 added at the end of the wincnce following the


    weed* "Article 4":


    -and Article 32.8."


    4 OMY PAYMENTS


    OMV dull pay the Gosetnnk.'iu ISS6.OCO.OCO on or Vfswc the Completion Date. TV


    Gosemmet* shall deem its receipt cf such payment in full as (O the Capacity BorUrng Pa.ux.nl


    - First Tranche under the Coarct a. anxmded by this Agreement, and Oil in full diwfurge of


    OMV’s obligation w «h respect thereto.














    17


     Faa AmnOmnu Attttmrn itelaOimir








    REPRESENTATIONS


    5.1 OMV represents.


    5.1.1 hs entry into and performance ««< ik* Agreement have kxn aitkmscd by all


    ikvruan compmy action


    5.1.2 This Agreement constitutes a valid, legal, and binding ngiwment of it.


    5.1.3 It has received all authorisation* mid consents required under the law under


    which it is organised that are «h will Ive necessary lot the entry into and


    performance by it. ami live validity and enforceability against it. of ibis


    Agreement.


    5.1.4 Except as provided in the next sentence, there is no law ot agreement to


    which it is a party that conflicts with, prevents entry into or perlntmancc hy it


    of. .a calls into question Ik’ validity, legality and enforceability against it of.


    this Agreement. No representation is made in respect of the laws of the


    Kurdistan Region or Iraq.


    5.1.5 It is not a puny to any administrative ot judicial proceeding, litigation, or


    arbitration that could affect the validity or enforceability of this Agreement


    as to it.


    5.1.6 Neither it nor any of its Affiliates has made, offered, or authorised land has


    not agreed to make and d«s not expect will be made), with respect to the


    nuBcrs which arc the whjrct of this Agreement or the Contract, any


    payment gilt, promise or .*he* advantage, whether directly or through any


    .nher Person, to or for the u»e or benefit of any public nfficul tie- any


    person t.Odmg a legislative. administrative or judicial office. including any


    perwn employed by or acting oo befall of the Government) or any political


    (Salty or political parts official or candidate for office, where such payment,


    gift, pnwuse « advantage violate

    Iraq, in die laws of the place of incorporation or its prmcqol place of


    business, or lui) the principles desalted in the Coosentioa on Comhjnng


    Bribers of kweign l*uhk Officials in Imcmanorul Business Transition*,


    signed in Paris on 17 IVvember IW. which entered into farce <*) 15


    February IW and the Censentwaik Commetearies. No pul of its


    partK ipiung merest under I including any profits it may derive in irspevt of)


    the Contract is held (or to he hrhJ pursuant to this .Agreement i or payable to.


    directly or mduectly. to or for the benefit (directly or indirectlsi of any


    public official or any political pony or political party official or candidate for


    olftce of Ik* Kurdistan Begun a Iraq


    5 J The Gov eminent representv





    5.2.1 The eminent has not terminated tk* and taken no acta* to


    c ause the Contract to he tcrimnalcd


     5L4 The nn> «no and pciloomiKC ol this Agrvviismi by the Goscninvm has


    Nvn auhmscd by the Regional Council lor the Oil and G* Affairs o! the


    KuidtUan RrgK* - Iraq.





    53 Each Party makes ihc representations aid wuiituitics set out in this Clause 5 on Ihc


    Agreement I Kile and on ihc Completion Dole


    6. GENERAL PROVLNK INS





    6,1 Articles .'6 (Inlwmillm >oul Confidentiality), .19 (A wyiwirn/ and Change ufCim


    41 (Wanvr if Stnnrlgn Immunity). 42.1 (Negotiation, Mediation and Arbiltutitui).


    and 44 Itolk I of tl«c Contxaci apply lo this Ajiieem.nl.





    63 Except in reqvci ol the Public Comp*)) undei Cbutf 23. this Agiecmeiu 4c> not


    eatcrceMc by toy ftrvm »ho is m« j Paly (a Third Part)") The Panes may





    Thud Pat)





    63 This Ajiv.ii.nl constitutes ihc final. complete and cxchnise expression of die Panics'


    agreement on Ihc maters conUrncd in ihi» Apecnsrnl. All prim and contemporaneous


    ttegimaioits and agreements between il*e Panics on iIk nuneis contumed in this


    Agreement ac expressly merged into and superseded h> thin AgivcntnL The


    piusisitms of this Agreement may not h: explained, supplemented>■ .jualihed through


    evidence ol trade usage or a prior souisc of dculutgs In cntrnng into this Agreement,


    neither Pat) lus relied up-i at) siaemerit. rcprcscnutioo. warani) or agreement ol


    (he other jxiii) except for iho>c expressly contained in this Agreement. There is no














    6.4 Each Part) shall wady esm.sc *U reas.«aNc e*icasour» to lake. or cause hi he


    ui.cn. ad retains ocecvcny « dcMtaMc to coiMmimae ami rate effective the


    Iran suctions this Agreemcni contemplates.


    63 The Panes may amend thi* Agisvim* only h> am agreement .4 ihc Panics that


    identifies itself as an amendment to this Agreement. The Paines may waive any





    19


     First Amnulmria Agreement Mala Omar





    provision mi this Agreement .ml) b> a writing executed by the Party jgj.au whom the





    even.«iag am tight cm remedy. .* H> icsgimng the sarisfast** of am comfciuit. under





    Plnticv. "ill operate a. .1 wnivci m estoppel of any right, remedy, or condition. A


    wnner made in writing on one ounsion will lie effective only in that iiwtiukv .mil only


    Ini the purpose stated. A waiver on,.1 given is not to be consum'd as a waivei on any


    future occasion. No waivei or aineihlincnt in respect of this Agreement will constitute


    11 waiver or amendment of any otlk i agreement between the Parties.











    executing and delivering this Agievinci* in the presence til Ihc other Part) Hus


    Agreement is effective upon delivery of one executed counicr|*.ut limn 11 Putty to the


    oilier Party. In proving (Ills Agreement, a Pany must produce 01 nivnunt only fot tin


    executed counterpart of the alitor Patty.





    ft,7 If this Agreement is rcuvmuUy |uovvn to have been obtained by ()MV in violation of


    Kurdistan Region I am im ihc laws of the Federal Repohlrc of h^j concerning


    ,<(rii(*Kffl. rhis Agreement shall be deemed void oft initio.











    STAtl N Of AGMBIEVT; COMPLETION


    7.1 Clauses I l/V/*ntrmu and lnttrprrbiU.*H. 5 lRr/»rvnhiXu«ii|. 6 (<«ntrul


    Prmuumil and this Clause 7 come into force on the Agreement Dale.


    7J The renvurung Clauses U dus Agreement o*rr dun iW hsied * Arnck 7.1 »dl


    one u»> fame on the Caa^eum l to*


    7J The mpmemenis tor coopfcmu arntMd Annex I. The < -wpMtam DM*


    means an.1 will be the date set forth in a certificate <* completion signed by the


    Minister of Natural Resources and OMV in the form and content as «ct forth in Annex


    2.


    7.4 II the Completion Date has not occurred by .'I August 2010. or hitch Inter date as the


    <«)vetnment may set. tlven either tire Government or OMV niny teiinlnnic this


    Agreement with immediate effect by notice Ur the other Puny. If OMV Ids made any


    payment* pursuant to this Agreement prior to termination of this Aguvmrnl. the


    recipient dull promptly return such payment to OMV.


    7-' (to lerimiution of this Agreement under this AiIkIc 7. each Party will hr diwlurgcd


    Irorn any further obligation, or liabilrt.es under thi. Aguvinert. euepl f.e a claim


     First Amendment Agreement Maht Onuir











    against any Party oilier than the Government arising from or related to


    misrepresentation under Clause 5.



































    [Sixruiiure page follows. /























































































































































































































    21


     Fmt Agrn-i-HAOw

















    For aal on behalf of Ike K.rdbtaa Repom-I Go.trome.1 of Iraq:








    Minister of Natural Resources


    Kurdistan Rc*x«ul Government Kurdistan Regional Government





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


    for the Oil und (iaa Affairs Resources In the Kurdistan Region


    of the Kurdistan Region - Iraq

















    7^





    Signature:..


    Ashli llawrami





























    For and on hcluilf of OM V Petroleum Fiploration (imhll:







































































    [Signaturepage to the tint Amendment Agreement - Uafi Omar\
































    22


     First Agreement Mala

















    Ik* ami on behalf of the Kurdistan Regional Covermm ol of Iraq:





    Prime Minister Minister of Natural Resources


    Kurdistan Regional Government Kuidllian Regional Government





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


    for tlic Oil nnd Gas Affair* Resource* in the Kurdistan Region


    of the Kurdistan Region - Ira«|




















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


    Barham Salih Ashti Hawrami























    For and on behalf of OMV Petroleum I'splnration GmbH:











    V




















































    I.S'lgMii/nrr page to the First Amendment Agreement • Mala Omari


























    22


     Fmtx lAtMmna- Mala Omul











    Annex I


    Completion











    1. The completion requirements of the Govcuinvcnt tire


    (j| receipt QfUSVi.OOO.OOO from OMV in discharge of the Cap*rity Building Payment litsl


    Tranche;


    (h) receipt of bounl resolutions and signing authorities from OMV in form and content


    reasonably satisfactory In the Government; uml


    (ei the Government is satisfied that each of the representations of OMV made to the


    Government aie litre .iikI correct as of the Agiwnvnt Date and the Completion Date.


    2. Tit completion requirements of OMV are:


    lal OMV has received a full) executed copy of this Agreement;


    il>) receipt of wire instructions from the Government; and


    (cl < >MV is satisfied that each of the icpreseiUalinns of the Government made to OMV ate true


    ai»l correct as of the Agreement Dale and live Completion Date.



























































    23


     Firn Amnubnem Agrrtmna Main Omar




















    COMPLETION DATE 2010














    I iidi oT il»C undersigned Purtiev


    1 ropii'WHlK ihiu the reprciciilalions of such Party were tme ii» ol lire Agroeiiioiil Duta uiul are Hue as


    of die Completion Date:


    2 ccitiflot I<| Ilk' other Parly that all of Ihc requirements for completion in rei|vic of itself in the


    Agreement ha% been satisfied or waived, and


    1 aj|iee» the Completion Dale diall he the date sei forth in this ivtlifk ale of completion a» the


    full fun* and effect





















































    24


     Firu Amendment Agreement Main Omar























    For ami on behalf of ON! V Petroleum Exploration GmbH:























    Signature


    Title:.....


    Name:....











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





    Minister of Natural Resources





    Kurdistan Regional Government


    On behalf of the Ministry of Natural





    Resources in the Kurdistan Region














    Signature:......





    Ashti Haw rami



































    I Signature page to Certificate of Completion - Mala Omar]



























































    25