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 FIRST AMENDMENT AGREEMENT

















relating to




















tlie amendments to tl>c Production Sharing C ontract relating to the Taq Taq and Kcxva Chirmila Areas

















between




















TIIF. KURDISTAN REGIONAL GOVERNMENT OF IRAQ

















and

















GENEL ENERGY INTERNATIONAL LIMITED

















and




















ADDAX PETROLEUM INTERNATIONAL LIMITED


 TABLE OF CONTENTS














1. DEFINITIONS AND INTERPRETATION...................................................................I


2. AMENDMENTS TO CONTRACT...............................................................................2


3. REPRESENTATIONS.................................................................................................13


4. GENERAL PROVISIONS...........................................................................................14


 F. T*9 T*q











FIRST WIIMIMIM AGREEMENT











Ibis agreement Ithc Agreement”) i* entered mo a* of I August 2010 (the ApwwR Dale .


between:





(It I III: KLRDISTAN REGIONAL GOVERNMENT OF IRAQ Ithc


-GntnntMl


(2) GENEL ENERGY INTERNATIONAL LIMITED, a compmy established and


evicting under the law* of Anguilla. British Wet Indie, - ho*: registered office i* at


Canbhcan Suite. The Valley. Anguilla. British Wet Indie TVI I IP ("GracO. and


(3) A DO AX PETROIII M INTERNATIONAL LIMITED, a comfy established


and existing unde the law* of ihc bit of Man. whose registered office n at P.O. Boa


1*7. Victoria House. Prospect Mill. Dongle. Isle of Man rAddax)


(each a “Parly" and collectively, the Parties i








RECITALS


I A) The Government. Gead and Addax ate pane* to a Pioduct-m Muting Contract dated 26


February 2008 in respect of the Taq Ti) and Kc-a< hiniulj Area* in the Kurdistan Region of


Iraq (the "Contract”').


< Bl The Partie wish to amend the Contract to obligate Gead and future holders of all o» part of


the participating merest held by Gene! ji the Effective Date to pay cap^ky building


payments to the Government. Gcnel is w illing to agree to charge it» participating interest w ith


the capacity building payment oblicaooo*. and the Pattiev are willing to agree to the


The Government will deposit all capacity building payment* into a segregated account for use


solely to support and finance infrastructure and capacity building projects in the Kurdistan


Region.








I. DEFINITIONS AND INTERPRET ATION


1.1 Unless otherwise defined herein (including the icciuls) capitalised terms have the


meanings ascribed to them in the Contract (before amendment by this Agreementi


As used in this Agreement:





Adda*” is defined in the preamble


 Flint Amendment Agrwment Taq Taq








Agreement” i> defined in the preamble.


"Agreement Date” is defined in the preamble.


' ( (intract" is defined in Recital (A) and shall he construed to include all


amendments thereto as referred to in Clause 2.2(a).


(lend" is defined in the preamble.


"Gov eminent' is defined in the preamble.


"Party” and "Parties'' are defined in the preamble.


I bird Party” is defined in Clause 4.2.


1.2 rite descriptive headings in this Agreement ate lot convenience only, do not


constitute a part of this Agreement, and do not alYect the constmetion or


interpretation of this Agreement. A reference to a "Clause” is a refeienee to a clause


of tins Agreement.











AMI NDMKNTS TO CONTRACT


2.1 The Contract is amended as pros uled in this CLiusc 1


22 The recitals are amended


(a) b> deleting the earning paragraphs |D) and (E). and adding a no* paragraph


(D):


-(D) Ibis Contract was amended pursuant to the First Amend mem


.Agrevtnem between the Parties dated I August 2010."





lb) byreruimberin g paragraph “lEf. and







2J In Article 1.1. the dcfimtions of < ON IR ACTOR" and CONTRACTOR Fntity


are deleted in their entirety and restated as follows


CONTRA< TOR means. individual!) and jointly. eachC.-itraeu* Fnt.ty


CONTRACT OR Entity means each of Crenel and Adda* and then respective


pencilled assignees pursuant to Article 39. A boldct of the Ciovcmment Interest is


not a CONTRACTOR Entity. At -ns urnt when there .» only one entity constituting


the CONTRACTOR any reference to “the em-ies constituting the


CONTRACT OR or the "CON IRACTOR Emilies" or similar reference. shaU be


deemed to mean “the entity constituting the CON 1 RACTOR. As of the Eftectisc


 rmrrn








Dale. Gene! and Addax. as COMH.W lok Emit**. each own an undivided «oi>l


in the Petroleum Operation* in respect of ibe entire Contract Area.


Gene! 44*;.


Addax 36V\





2.4 In Aflkie 1.1. the definition of Participation Dale ‘ is deleted in it* entirety


IS New definition* aie added in Ankle 1.1. in the appropriate aJpbalvtK.il order -»


follow*:





Addax mean* Addax Petroleum International Limited, a company c*uNi*hcd and


existing under the law* of kle of Man. whose registered office i» a PO Box 187.


Nktocia House. Prospect Hill. Douglas. Isle of Man.





: is defined in Ankle 323 2(c)





Capacity Budding Account mean* a segregated hank account with a reputable bank


in the name of. and maintained by. the GOVERNMEN t. the sole purpose of which


is to support and finance certain infrastructure and capacity building prefects to be


identified by die GOVERNMENT in itssok discretion m the Kurdistan Region.


Capacity Budding Payment mean* the amount of the ( apacily Building Value.


Capacity Building Payment Instalments mean* each obligation of a Charged Interest





Holder to pay an amount equal u> (he Capacity Building Value attributed to such


Charged Interest Holder as provided by Ankle 323.


Capacity Building \ aim means, in respect of any period of determination for each


Charged Inkiest Holder, un amount in Dollars equal to the value, established ill


accordance w ith Article 27. of thirty per cent (30%) of the Profit Petroleum allocated


to such Charged Intcicst Holilei pmsuant to this Contract a* at any time .did period of


dctcmiiiuiiion.





Charged Interest means all or any pari of the participating interest hereunder


deemed held by Gcncl a* of the Effective Date.


Charged Interest Holder means a CONTRACTOR Entity if and to the extent it is





the holder of a Charged Intcicst. As of the Effective Date, (lend is the only Charged


Interest Holder.





Charged Interest Holders Monthly Statement i&defined in Article 32.3.2(a).


First Amendment Agreement means the First Amendment Agreement between the





Government, (lend, and Addax dated I August 2010


Gend means (lend Energy International Limited, a company established and existing


under the law * of Anguilla. British West Indies, whose registered office i* at Caribbean


Suites. I lie Valley. Anguilla, British West Indies TV I IIP.


3





 T-S T-S








Low oi Expense is defined in Annie >2 3 «sc>


Rights Sale means a wile. assignment, or other disposal of the GOVERNMENT'S


rights to receive ( upacity Building Payment Instalments from a Charged Interest


Holder, whether tin .i lump sum payment or in instalment payments, and whether the


purchaser assumes nil payment risk, and all risk .is to the amount of Capacity Building


Payment Instillments, or otherwise."


2.6 The first paragraph of Article 4.3 is deleted in its entirety and restated:


”TI>c Public' Company will not haw any liability to the CONTRACTOR to contribute


its Government Interest shore of .ill Petroleum Costs Petroleum l dsts are the


exclusive obligation of the CONTRACTOR Entities m accordance with each


CONI’KAC TOR I ntity's respective participating interests in the Conuuci. Each


CONTRA! TOR I ntity •> entitled (through the CONTRACTOR| to recover all such


Petroleum Costs in accordance with Article 25. The Public Company shall contribute


its share of Production Bonuses attributable to the Government Interest and payable


pursuant to Articles 32.4 through 32.7."


2.7 In Article 16 14. alter the words in the first sentence "The GOVERNMENT and" the


following is inserted: ", subject to Articles 32.3.6(a) and (b).".


2.H In Article 26.9. tlx.- following sentence isaddL-d to the end of the Article


“Notwithstanding the other provisions of this Article 26.9. where a Charged Interest


Holder is m breach of any of ns cfcltgalions in respect of the payment of Capacity


Build mg Payment lailair--- under Article 323. the GOVERNMENT will base the


rights set forth in Article* 323 6 through 323.8."


19 Articles 27.1 and 272 and Paragraph! 7 and 8 are amended by adding after die word


-Quarter" in each instance in each Article atxl Paragraph, the wonfc "and Month": and


m Pmgnph 7.2. the words Twenty-one <21 f are deleted and replaced by "ten (10)".


2.10 ArtKle 274 is deleted and icttalcd m its entirety


-By the tenth < I0*» day of cod. Mem*, the CONTRACTOR shall pros xk a statement


to the <4>\ ERNME.VT showing the CONTRACTOR’• coleulaums of the value of


Petroleum produced and sold from the Contract Area for the previous Mon*. Such


statement dull include the follow m? mformatxm


(a) quantities of ( rude <>d sold by the CONTRACTOR Entities timing the


preceding Month ccnartjnng Arms Length Saks together with


cencspundmg sale prices:


(b) quantities of Crude Oil sold by the C ONTRACTOR Entities vlvmng ihe


preceding Month tliat do not fall in tlx; category referred to in paragraph la)


above, together with sale prices applied during such Month:








4


 First Amendment Agreement TaqTaq











(Cl invcmoiy in -storage belonging 10 ihc CONTRACTOR Emilies at ihe


beginning and al the eiul of ilie Month; and





(d) quantities of Nntutul (ins sold by the CONTRACTOR Entities and the


GOVERNMENT together with vile prices realised.





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


deliver the ( lunged Intensl Holders Monthly Statement to the GOVERNMENT as


provided in Article 32.3.2(a)."





2.11 In Article 29.1. after the words "shall lie in Dollars and shall”, the following words are


added;





"except .is provided in the next sentenee and Articles 32.3.10 through 32.3.12.";


and the follow mg sentence is added at the end of Anicle 29.1:


"Tie light of olVsel provided in this Article 29.1 will not apply in respect of the


obligation of* Charged Interest Holder to make Capacity Building Payments as further


provided in Angles 32.3 It) through 32.3.12."


2.12 In Article 32. a new Article 32.3 is added as follows;


"Capacity Building Payments


32.3 Each Charged Interest Holder r» bound by the pros loom ofthi. Article





323.1 The obligations of a CONTR \< 10R Entity, to the extent dm


Charged Interest Holder, as set forth in this Article 32 3. attach to.


and may nor be severed from, the Charged Interest


3233 In respect of the Capacity Building Payment Instilment*





(a) on or before the tenth (10*) slay of each Month in the


Development Period, the CONTRACTOR shall provide to


the GOVERNMENT, together with the monthly production


statement prepared by the CONTRACTOR in accordance


with Article 27.4 and Paragraph P i and the monthly valuation


statement in accordance with Article 25 and Paragraph 7.1. a


statement (the Charged Interest Holders Monthly


Statement ) -.fling out the CONTRUTOR s calculation of


the Capacity Building Value attributable to each Charged


Interest Holder for the preceding Month. In each Charged


Interest Holders Monthly Statement the CONTRACTOR


shall detail cadi item taken into account in making as


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 sold, the Capacity





5


 First Amendment Agreement Taq Taq








Building Value attributed to such sales, and like Capacity


Building Payment Instalments requited to he paid with respect


thereto by each Charged Interest Holder;


(b) on the same date on which the CONTRACTOR provides the


Charged Interest Holders Monthly Statement to the


GOVERNMENT in accordance with Article 32.3.2(a). each


Charged Interest Holder shall pay lexcept as provided in the


next sentence) the Capacity Building Payment Instalment as


shown as owed by such Charged Interest Holder in the


Charged Interest Holders Monthly Statement If:


(1) a Charged Interest Holder has sold its Profit Petroleum to


(i> the GOVERNMENT or a Public Company lor a


company or an entity owned and controlled, directly or


indirectly, by a Public Company or the GOVERNMENT),


(ii) tl>e State Oil Marketing Organisation (SOMO) or any


entity ow ned and controlled by the Gov ernment of Iraq: and


if


(2) any such counterparty as identified in (1) has not paid the


Charged Interest Holder for the Petroleum lifted by such


entity, then.


(3) the Charged Intetvst Holder is only obligated to pay the


Capacity Building Payment when. if. and to tire extent the


Charged Interest Holder has received payment by such


counterparty.


The preceding sentence does not apply with respect to. and


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


Petroleum to any other counterparties;


(e) within thirty (30) calendar days following the date on which


the CONTRACTOR delivered tire Pinal End-of-Ycar


Statement to the GOVERNMENT for each Calendar Year in


accordance w ith Article 26.13 and Paragraph 10. and based on


the information in such Final End-of-Ycar Statenrent. the


CONTRACTOR shall provide to the GOVERNMENT, in


respect of each Charged Interest Holder, a written


reconciliation of the aggregate amount of the Capacity


Building Value and tire aggregate payments of the Capacity


Building Payment Instalments during such Calendar Year


period (the “Annual Reconciliation Statement1*);


(d) if the results of an Annual Reconciliation Statement show that


a Charged Interest Holder has. in tire aggregate over the


Calendar Year period covered by the Annual Reconciliation





6


 First Amendment Agreement Taq Taq








Statement made Capacity Building Payment Instalments in an


amount less than the aggregate Capacity Building Value


attributed to such Charged Interest Holder during such


Calendar Year period, 'be Charged Intetest Holder shall pay


(subject to the same exception as provided in tl>e second and


thiid sentences of Article 32.3.2(b)) the amount of the


underpayment as shown in the Annual Reconciliation


Statement within thirty (30) calendar days follow ing the same


date the CONTRACTOR delivered the Annual Reconciliation


Statement to the GOVERNMENT:


(e) 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 the Annual Reconciliation


Statement, made Capacity Building Payment 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 CONTRACTOR and


the affected Charged Interest Holdei 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 Payment Instalments. In no event will a Charged


Interest Holder be entitled to deduct mote than fifteen per cent


(15%) of the amount otherwise payable from the next


following payments of Capacity Building Payment


Instalments. The right of set-off against Capacity Building


Payment Instalments will be a Charged Interest Holder's only


remedy in respect of any overpayment, and the


GOVERNMENT will have no obligation to make any


reimbursement or other compensating payments to the


Charged Interest Holder.


|f) if a Charged Interest Holder fails to pay all or part of a


Capacity Building Payment when due. the Charged interest


Holder shall pay interest on tlic unpaid amount at an atutual


rate of LIBOR plus two per cent (2%) compounded monthly


from and ineluding the date the payment was due to, but not


including, the date paid, and


(g) if any Capacity Building Payment is due to be paid to the


GOVERNMENT on a day that is cither not a banking day in


either the place where the Capacity Building Account is


maintained, or the location of the financial institution through


which a Charged Interest Holder will make such pay ment, then





7


 Ta?T«,








UK Cap.c*> Build** P«M will he due on the nest


follow we baaing dav A "banking day- b a day i other dec a


Sahirdi.. Sunday. or public bol«liy)on which tank* are open


lor general bu*me»« in the specified locations.





C apacil. BuiMing Account


3233 The GOVERNMENT dull








0.) depad! all Capacil) Building Payments received by the





GO\ ERNMENT 1U0 the ( apace. Building Account











323.4 The GOVERNMENT im> erv a Rights Sale the


consent of the COM RV< I OR CONTRVC TOR Entity








3233 Each Charged Interest ll.4d.-t i* separately liable (ami not jointly


and severally liable with an> other Charged Intetwl 11 older > lo the


GOVERNMENT for it. oMigaliont. duties and liability laxkr


Ms Article 32 3 A CONTRA* TO* Entity that is not a Chafed


Interest Il.4d.-1 will have no liability u> tlv,- GOV ERNMENT <* a


purchaser pursuant to a Right. Sale for any claim by the


GOVKRNMKNI .* a purchawi pursuant to a Righis Sale arrsing


out of or related to the breach of an> Charged Interest Holder's


obligations under thn Arhde 32 3








3236 (a. If a Charged taaere* Hotter tad. to pay a Capacity Buihhog


Pa.neat m full when d-r. the GOVERNMENT .UL


notwithstanding an. other pnmsroo of du. Contract, any


lilting agicvmeat. an. sales or nurieting agreement, or any


other agreement, automatically be entitled on not less than


suty (60| day* poor notice lo the defaulting Ourgcd Interest


Holder and *k ( OMHAdOR in the case of the first


default, and not less than thirty (30) days in the case of any


subsequent default, to:





[II lift, at the Deh.cry


GOVERNMENT may P*


(30%) of sue laiercsi Holder's











8


 fir. i Amendment Agreement f nq T nq








(-» continue I® lift up to thirty pci cent ()»*.) of Mich


defaulting Charged Interest Holder’* Profit Petroleum


liu the remainder of the Development Period


(I'l A defaulting (Itarged Interest Holder w ill have .1 single cute


period of thirty (30) days only in respect of it. last default. If


lie defaulting Charged Interest Holder pay* the defaulted


Capacity Building Payments in full pin. interest in accordance


with Article 32.3-2(0 in WCh thirty (30) day period, the


GOVERNMENT shall not exercise it* lifting rights under ilu*


Aitiele 32.3.6 in respect of such defaulting Charged Interest


Holder. In the case of any subsequent default, the


GOVERNMENT mas exercise it. right to lift whether or nut


die defaulting Charged Interest Holder cures to default in the


•hats (JO| day notice period


323.7 The liftmg nghts of *c GOV ERNMEXT pursuant to Art*lc


piocevv and without any luhdity or claim* of the defaulting


Charged Interest Holder, the CONTRACTOR the Operator, or


any other Person, and regardless of any provisions of any lifting


agreement or provision of a joint operating agreement or any other


ugteemetU (o which the CONTRACTOR 01 .1 defliultlntj Charged


Interest Holder is a party. The CONTRACTOR dull ensure that


all agreements in respect of the lifting « **»e of Petroleum reflect


the GOX » RN\||: VTs pooniv rights as set forth m Attack 323.6


and dm AHkW 323.7.


323.8 (a) A defaulting Charged Inteiest Holder shall indemnity the


GOVERNMENT from any Loss or I \pen*e (a* defined in


Article 12 1 X(cL below I tlut may in any way arise from the


cxerv.se by the GOVERNMENT of its right, in respect of


such ikfaulting Charged Interest Hokki undci Articks 323.6


and J2.J.7.


(bi The GO\ ERNMENT wiU retain control over tlic defence of.


and any resolution or settlement relating to. such Low or


wah the GOVERNMENT and proside rcaJuuNc ■■■---Cl


a defending any claims against th* GOV ERNMENT


(c) "Low in Expeitsv" means .my liability, Ins*, claim, settlement


payment, cost and expense, interest, awaid, judgment.


 T-qTaq








witness fee, .i»l cacti other fee .ind cod of investigating and


defending or asserting a claim for indemnification, including


attorneys' fees, oilier professionals' fee. and disbursements,


but does not include comeyuetUul damages. A claim set forth


m a notice from the GOV CRNMENT to a default** Charged


Interest Holder will he conclusively deemed a Loss or Expense


if the Charged Inkiest Holder fails to depute


GOVERNMENT’* lability by the end of a thirty (30| day


penod following the cfhvtive dale of the notice from the


GOVERNMENT Ihe Charged Interest Holder dull


promptly pay the deemed Loss or I spease on demand.





3239 The GO> IKS MINI » right. ---det Angles 323 6 through


323.8 ate rwt exclusive and aic without prejudice to the


GOVERNMENT a tcmunatioo lights under Article 45.





Payments: No S.l ollor Deduction


32.3.10 Except as provided in Article 32 3.2(0 and norw ithsianding any


provision in this Contract to the contrary, each Charged Interest





Holder shall pay all Capacity IliiiUling Payments without (and free


and clear of any deduction for | scl-nlT or counterclaim.





32.3.11 Each Charged Inkiest Holder acknowledges and accepts that a


fundamental principle of thrs Article 323 is that such Outgo!





under thu Article 32.3 only and except as provided in Article





32J3(ek.





323.


whether m law <>i Ctfmty. any failure by the GOVERNMENT or


any CONTRAf I OH Entity to pay amounts due and .rning under


the Contract or any alleged claim that such Charged Interest Holder


may have against the GOVERNMENT. Operator, any other


( ONTRACTOK Entity, or uny other Person, whether such claim


aiiscs under or u laics tu tins Contract or otherwise.





32.3.12 Each Charged htlcicvt Holder shall make Capacity Huilding


Payments to the GOVERNMENT by wire transfer of immediately


available fund, in IX.IUrs in accordance with wire instructions


provided by the GOVERNMENT TV making of any pay not.


by a Charged Interest Holder under thrs Article 323. or the


acceptance or me of any payments by the GO\ ERNMENT. does


not unpa* the ngtw. of such Charged interest Holds or the


GOV ERNMENT imdcr Article 15. Any dispute between the








10


 Firil Amendment Agreement Tuq Taq








COVE UN MEN I and a Charged Interest Holder in respect of the


calculation of each of the Capacity Building Value and the


Capacity Building Payment due with respect thereto, is subject to


Article 15.9.


telunmtc!. Kmiato?





32.3.13 (aI IIa Charged Interest Holder assigns and novates all or any pan


of its (lunged Interest, the assignee will be a CJiaigcd Interest


Holder to the extent of such assignment and novation.


(b) If (i| a Charged Interest Holder withdraws as a





CONTRACTOR Entity. or |ii> the GOVERNMENT


terminates a Charged Inteical HoUlei as a CONTRACTOR


Entity; and if in the eases of clauses (i) or (ii) all or part of the


Charged Interest of the Charged Interest Holder is cither


assigned and novated or reverts to the remaining


CONTRACTOR I mines as pmvided in Article 45. then, in


either such ease, such assignee or each remaining


CONTRAC TOR I ntily. ns the ease may be. will be a Charged


Interest Holder to the extent of such assignment and novation or


reversion, .is applicable, provided that the withdrawing or


terminating Charged Interest lluldei will tv solely liable for air.


unpaid Capacity Building Payments attributable to its Charged


Interest poor to d* date of withdrawal or termination





M3 In Article 32:


(a) the airing Article 32.3 i» renumbered -32.4";




40 the existing Article 32.5 t. renumbered -32.6" and in that Article after the


word "bonus-, the words "or payment” are added, and


(di the existing Article 32* i» renumbered "32,7~. and in that Article


(i) aftet the word “bonus", the words "or payment" arc added, and


(ii) die words “or by bonier'* draft and on receipt thereof the


GOVERNMENT shall forthwith issue a written recent to the


CONTRACTOR duly executed by the Minister of Natural


Resources of (he Ci4>\ ERNMENT or such other officer of the


GOVERNMENT who shall be duly authorised to issue such


receipt under Kurdistan Region Law" are deleted.


2.14 Article 39.2 is deleted and restated





II


 Fin Amendment Agreement - Taq Taq








"Except a» provided m ArtiJe .'2 •- each C ON TRACTOR Entity shall have Die riyJil


to selL transfer or otherwise dispose of all or pan of its rights and interests under


this Contrarf to any third party (not hoi's “ Affiliated Company or another


CONTRACTOR Entity | w*h the prior consent of the GOVERNMENT and each


other CON TRACTOR EnM) (if any). which consent shall not he unreaioiubt)


delayed or withheld. Any CON I R aCTOR En«y proposes to sdL assign, translcr or


otherwise dispose of all or part of as rights and interests uruhtr this Contract to any swh


third piny shall request such consent in wining, which request shall be accompanied


by reasonable nidnee of the technical and financial capabiity of the proposed thud


piny assignee."


2.15 In Article 41. the folk»wuig is added at the end of the Article:


"Notwithstanding the foregoing. this Article 41 will not apply to the


GOVERNMENT in respect of any claim or proceeding am mg out of or related to


the exercise of rights by the GOV ERNMENT as set forth in Articles 323.6 through


323.9. in respect of which the GOVERNMENT expressly resetscs all sovereign








2.16 In Article 42.1. the following sentence is added at the end of the first sentence


-This Article 42.1 does not apply to any Dispute arising out of. or relating to. the


exercise of rights by the GOVERNMENT as set forth in Article 32 3 6. which


Disputes Shall, except only as provided in Article 32 3.12. be subject to the exclusive


Jurisdiction of the courts of the Kurdistan Region located m ErhiL Notwithstanding


the foregoing, any exercise by tl»c GOVERNMENI of its termination rights under


Article 45 shall be subject lo the provisions of this Article 42 I


2.17 In Article 45.6, oiler "31." is added "323.“.


2.1K Htc follow mg further amendments are made.


(a) in the definition of “Production Bonus" in Article 1.1. tic words "323" arc


replaced with "32 4 or 32.5“;


(hi ki Paragraph 3.1.9. the words "with the exception of Taxes described in


Article 312) and bonus payments" are deleted and replaced w«h "with the


exception of Taxes (described ui Article 3131. bonus payments. Capacity


Building Payments, and any other payments".


in Paragraphs 4.4 and l33.2lhL after tic word "bonuses" in each instance.


“.Capacity Building Payments, or other pay menu" is added.


(d) the leading for Article 32 rs deleted and restated.


-ARTICLE 32 - BONl s».S; < APAC11 \ Bl ILDING PAV MENTS".











12


(e) in Article 39.6. the following is added at the aid of the sentence following the


word* "Article 4”:


•'uitd Article 32.3":


(ft in Article 4. I. the phrase ", *. a CON I RAC Tl>K Entity.* .s deleted;


(g) in Articles 4.3. 4.4. and 4.6. each instance of lire wools "other" and "as a


COM RACTOR Entity" is deleted.


(hi in Article 4.$. the word "ocher* appealing on the third and eighth lines is


deleted, and


i i) in Article 33.9.", provided that where ilv < it »\ I It V ME NT is participating in


■h capacity as a CONTRACTOR Entity puiMi.ml to Aniclc 4. it shall be


liable lor its share of Petroleum Costs" i» deleted


REPRESENTATIONS


3.1 Adlax and Ocnel. each for itself, makes the follow mg representations;


3.1.1 ilv entry inti) and pertbmuncc of tlus Agreement lave been authorised by











3.1 J it ha* rccctsed all aulhoeisatK-is and consents required under the taw under


which n is organised that are or will be necessary for the entry into and


pciloimnncc by it. and the validity and enforceability against ii. of ibis


Agieement;


3.1.4 euvpl as prov ided in die ncxl sentence, there is no law to which it is subject


or agreement ro which rl is a party that conflicts with or prevents enuy into,


delivery, and performance by tl of. or calls mio question die validity, legality


and cofurv caches against n of. th«» Agreement No representuko is made


•a respexi of the laws of the Kurdistan RcSk* or Iraq.


3.13 it i. not a party to any adnunuranse or judicial prvxvcdmg. litigation, or


orh.tr.ii-i tint could aflevt the validity or enforceability of this Agreement .*


to It; and


3.1.6 neither It nor any of its Affiliate* has made, offered, oi authorised (and has not


agreed to make and does not expect will be made), with respect to the mallets





 First Amendment Agreement TatJ Tuq








legislative, administrative or judicial office, including any person employed by


«*i .icting on behalf of the Government) or any poltlie.il patty or political patty


official nr candidate for office, where such payment, gift, promise or


.iilvtintiigc violates til the laws of the Kurdistan Region or of Iraq. (ii) the laws


of the place of incorporation or its principal place of business, or (tii) the


principles described in the Convention on Combating lirihery of Foreign


Public Official! in International Business Transactions. signed m Pans on 17


December 1997. which entered into force on 15 Fehiuury 1999, and the


Convention’s Commentaries. No part of its participating interest under


(including any profits it may derive in respect ol) ll* Contract i« held (or to be


held pursuant to this Agreement) or payable to. directly or indirectly, to or for


the benefit (directly or indirectly) of any public official or .uiy political party or


political party official or candidate for office of the Kunlniun Region or Iraq.











4. GE.NF.RAl, PROVISIONS


4.1 Articles <6 tInformation ami ConfidentialityI. 39 (Au/ynmmi and Chanye of


Control). ‘II (H’lJAWr of Sowreign Immunity). 42.1 {Negotiation Mediation and


AthUraUm). and 44 (Notices) of the Contract shall apply to this Agreement.


4.2 This Agreement does not create any right undo the Contracts (Rights of Thitd


Parties) .Act 1999 that is enforceable by any Posen who is not a party (a third


Party"! The Parties nay rescind or vary the terms of this Agreement without notice


to or the consent of any Third Party.


4J This Agrcemmi constitutes the final, complete and exclusive expression of the


Parties' agreement on the matters conumcd in this Agreement All poor and


contemporaneous negotiations and agreements between the Parties on the nutters


contained in this Agreement arc expressly merged into and superseded by this


Agreement. The provisions of this Agreement may not be cxplamcd. supplemented


or qualified through cs idence of trade usage or a prior course of dealings. In entering


■nki this .Agreement, neither Party has relied upon any statement, representation,


w aunts or agreenvnt of the other party except for those expressly contained in this


Agreement. There are no conditions precedent to the effectiveness of this


Agreement, other than those expressly staled m this Agreement.


4.4 Each Party shall timely exercise all commercially reasonable endeavors to tale, or


cause to be taken, all actions necessary or desirable to consummate and nuke


effective the transactions this Agreement contemplates.


43 The Patties may amend this Agreement only by a wriacn agreement of the Pait.es dm


identifies itself as an amendment to rim Agreement The Parties may waive any


ptov own m this .Agreement only by a wtitmg executed by the Party against whom the


waiver is sought to be enforced. Any anadnem waiver, or consent sigisd by the








14


 I'inl Anicndmcnl A|titviitcnl Tag Taq








Minnici of Natural Rc-nuccs is binding o* dcb> m


rxcfcuMg am rtffcl « i


I by a Pam.


fttroat

















4.6 Ilw Panic* may execute this Agreement in three counterpart*. each of *fcKh


ooiulifutcs an original. and all of uhich. collectively. commute only one agNOneal


IV tignalutc* of all of IV Panic* need not appear .* the *amc counterpart. and


delivery of an executed counterpart .ignoiure page by facsimile or electronic uar> is


a* effective a* executing and delivering thi* Agreement in the presence of the other


Panic* Thu Agreement t* effectue upon delivery of one executed counictpan from


each Pane to the other Panics. In proving thi* Agreement, a Pam mint produce or


account onl> for the executed counterpart of the Party to be charged





4.7 Ifthi* Agreement n rcavouahly proven to have been obtained in violataan of Kurdistan











Thi* Agrcemnl (and an) out of or


with it) n governed by English bu.








[Signature page follows.]

































































IS


 I’inl Amendment Agreement Taq l"aq











For and on behalf of Addax Petroleum International Limited:























For and on behalf of Genel F.ncrgy International Limited:











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


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


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


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











Prime Minister


Kurdistan Regional Government


On behalf of the Regional Council for the Oil and


Gas Affairs of the Kurdistan Region Iraq


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





Barium Salih








Minister of Natural Resources


Kurdistan Regional Government


On behalf of the Ministry of Natural


Resources in tlx: Kurdistan Region





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





Ashti Hawrami











(Signature page to the Taq Taq First Amendment Agreement.!




















16


 Firrt Amendment Ayesmsut Tjq TBq











ForflTKlcn^K(i|fo?Add»\ l*«lrulcuiii lnlernotfonal United:











Signature..


Title.


Name;...





For ami or hrfdf of Gn*i Energy lMern»U»*| Limited;











Signature


Title:








Fct inc on Urlialf of IfieKardktim Regional Government of Iraq:











Prime Mlnlsit*


<«dfcin Heglor.al Covwrrrt


Or, behaN of the R*sk»i*l Comt?. for the Oil and


G^» Affnim of Ihc ICiirdiitau Uctam> Iraq





Sigreure:............................





BoharoSnllh








Minister oI Natural Reswcon


Ki^diston Regional Government:


On Wwlfof the Mbinty cf Natural


Resource. in the Kjrrigan Rcfion








Si?ratui oi.............................





Ana: Ha«i,i;iii











l-Mftuatnro pace to IbcTaq Toq First Amendment Aftitr.inrnt|


 Pint Amendment Agreement TuqTaq











For and on behalf of Adda* Petroleum International Limited:











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


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


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





For and on behalf of Gencl Energy International Limited:














Signature











For and on behalf of the Kurdistan Regional (internment of Iraq:











Prime Minister


Kurdistan Regional Government


On behalf of the Regional Council for the Oil and





Gas Affairs of the Kurdistan Region Iraq








Signature:...


Barham Salih





Minister of Natural Resources





Kurdistan Regional Government


On behalf of the Ministry of Natural


Resources in the Kurdistan Region











Signature:..^?


Ashti Hawrami











ISignalure page to the Taq Taq First Amendment Agreement.!























16