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TPI ASSIGNMENT, NOVATION, AND SECOND AMENDMENT


AGREEMENT














■elatine r>














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


relating to the Ro\i Block.














between














THE KURDISTAN REGIONAL GOVERNMENT OF IRAQ











mill








RELIANCE EXPLORATION & PRODUCTION DMCC











and











OMV ROVI GmbH


TABLE OF CONTENTS


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


 TIM ASSIGNMENT, NOVATION. AND SECOND AMENDMENT


AGREEMENT








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


between:


(II THE KURDISTAN REGIONAL GOVERNMENT OK IRAQ (the


"Government"):


(2) RELIANCE EXPLORATION & PRODUCTION DMCC. a limited liability


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


(OMV I





(each a Party" and collectively, the Parties )








RECITAI-N


(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








«E»


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


Region.


I. DEFINITIONS AND INTERPRETATION


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. NOMINATION. ASSIGNMENT. AND NOVATION


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





3


 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. AMENDMENTS TO CONTRACT


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


'BETWEEN


THE KURDISTAN REGIONAL GOVERNMENT OF IRAQ (the


"GOVERNMENT" K


AND


RELIANCE EXPLORATION & PRODUCTION DMCC. a limned liability


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


AND


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


rOMW


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








4


 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


3010":





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 l-.mil>*. 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 Capa.it) 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











5


 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


6


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


information:


(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


added


■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:








7


 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.


and


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.


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 Inl.r.si 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


du.mg the Month corned by suet Charged Inicicst Hidden


Monthly Statement the s,domes of such pmductaai and ftufll


IVtrulnun sold, die Capa.il) 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


S


 TPI Ataignmmt. Novation, nrul Second Amradme.nl 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


Statement").


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





9


 TPI Ataignmmt. Novation, nrul Second Amradme.nl 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.











10


 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 -f.se per cent





II


 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


32.8.7.


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.








12


 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























If

CONTRACTOR Entity, or till the GOVERNMENT


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








H


 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 OMV.ml.mly 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.


(X»NTRA

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. Iin.il 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 luh.hr> for breach or


obtigaUun to res(*-wl











15


 TPI Ataignmmt. Novation, nrul Second Amradme.nl 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 Amradme.nl 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


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 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








17


 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


C*m*y

















<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”.








IK


 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


"ARTICLE 32 - BONUSES: CAPACITY HIIIMIINC PAYMENTS’; and


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. OMV PAYMENTS


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 4.6.4.7 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.











19


 Snemd








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


Gmcmnmi.





4.4 Subject to Clauses 4.6.4.7. 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


20


 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











4J








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. RlfM.M! STATIONS





5-1








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 (iosviniia.nl 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























5-2-5

















21


 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





SJS











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


Agivement


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


toil


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.


an.mg 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 Agr.vn.nl 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.




















23


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








7. GEMJUI PROVISIONS


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 othcrwi.sc 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 AgK-ens.nl 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





:•4


 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.


STATUS OF AORKENIKM: ( OMI'I.K TION


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








tJM





AAC/c-


Harham Salih ii,














For and on behalf of OMV Ro»t GmbH:














Signature........


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


Nome:............











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











Signature.......


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


Name ..........














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























26


 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-














U










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














Tale.

















b!gi«Tf » m *+ .WMWWtanAnMimMt-^l


























26


 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:

















Signature.


Title:.........


Name:.........











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














SignaiiiK.........................


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


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

















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
































26


 TPI Ataignmmt. Novation, nrul Second Amradme.nl 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.






























































27


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








Anno 2





( cmphitun








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


Tranche;





) 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.















































2X


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








Annex 3


Form of Certificate of < 'nmpUtion








COMPLETION DATE. _2010


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. /






































29


 TPl Assignment, lYoivtfiVvt arui Second Amf/idmcni Agretmem Jbnv














For aiul on behalf ol OMV Rnvl Limited:























Signature


Tick-:.....


Name.....











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

















Signature......................


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





Name:.........................











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/





















































30


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








Annex 4


JOA


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 - disp.ro 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


Pncedn.


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










































































32