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relating to

the amendments to the Production Sharing Contract relating to the Sheikh Adi Block






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

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

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

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

 First Amendment Agreement Slwikh Adi


I bin agreement (the "Agreement") is entered into u» of I August 2010 {the "Agreement Unit’")


"Government"); und


established ami existing under the laws of Bermuda, and having its registered office

at Mi Inc i I louse. IS Parliament Street. P.O. Box HM 1561. Hamilton HM FX.

Bermuda ("Gulf Keystone")

(each a Part)" and collectively, the Parties")


(A) Ilic' Government und Gulf Keystone arc parties to a PiudutUun Sharing Contract dated 16

Juh 2009 in respect of die Sheikh .Adi Block in the Kurdistan Region of l(*| (the

Contract .

part of die participating interest held by Gulf Key done at the Effective Date to pay capacity

building payments to the Government. Gulf Keystone is willing to agree to charge its

participating interest with the capacity building payment obligations, and the Parties are

willing to Mice to the appropriate amendments to the Contract

(O The Government will deposit all capacity building payments into a segregated account for use

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


(D) The Panics further wish to amend the Contract to obligate Gulf Keystone to make a further

payment to the Government by 15 August 2010.


l.l Unless otherwise defined herein (including the recitals) capitalised terms have the

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

As used in this Agreement

~ is defined in


Agreement Date is defined in the prvamble

“Coa tract is defined in RecUal (A»

Gosrmmeai' is defined in the preamble.

Gulf keystone" is defined in the preamble.

"Parts " and 'Parties" are defined in the preamble.

"Third Parts" is defined in Clause 4.2.

1.2 The descriptive headings in this Agreement ate for convenience only, do not

constitute a part of this Agreement, and do not alYcet the construction or

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

at this Agreement.

1,1 Nothing in this Agreement shall be construed to impair the rights of the Government

in relation to live Government Interest in accordance with Article I of the t ontract.


2.1 The Contract is amended a* pros idrd in this Clause 2

2.2 The recitals are amended

la) by deleting "and" at the end of paragraph <[».

|b| by adding a no* paragraph lE):

“(E) This Contract was amended pursuant to the First Amendment

Agreement hetsseen the Parties dated 1 August 2010. and", and

by reramfcermg thecustmg paragiaph (FT tF>“

2J In Article 1.1. the definitions of T ON IRACIOR “COMRACIOR Fruity"

and restated at follows.

T O' IRACTOR irons, otdi. .dually and jortly. each Cootiacuu Entity.

COMR-'CTOR Entity means Gulf Keystone and us permitted assignees pursuant

u> Article 39. A of vise troscinmcnt Interest is not a ( ONTRACTOR Entity.

At uny lime when there is only one entity constituting the ( ON I RACIOR. any

reference to "the entities constituting the CONTRACTOR" or the

“COM RACTOR Entities" or similar reference, shall be deemed to mean "the entity

constituting the CONTRAC I OR". As of the Effective Date. Gulf Kcyslone. as a

 Flirt Amendment Agreement Sltcikh Adi

CONTRACTOR Emily, own* an undivided interest in the Petroleum Operations in

respect of the entire Contract Area

GuifKeynono 80%"

2.4 New definitions are added in Aiticlc 1.1, in the appropriate alphabetical order, as


"Additional Capacity Building Bonus is defined in Article 32.3.

Annual Reconciliation Statement is defined in Article 32.4.2(c).

C apacity Building Account means a segregated hank account w ith a reputable bank

in the name of. and maintained by. the GOVERNMENT, the sole purpose of which

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

identified by the GOVERNMIN I in us sole discretion in die Kurdistan Region.

Capacity Building Payment means the amount of the Capacity Building Value.

Capacity Building Payment Instalments means each obligation of a Charged Interest

Holder to pay an amount espial to die Capacity Building Value attributed to such

Charged Interest Holder as provided by Article 32.4.

Capacity Building Value means, in respcci of any period ot'determination for each

Charged Interest Holder. an amount in Dollars espial *• the value, established in

accordance with Article 27. of forty per cent <4

Profit Petroleum

< barged Interest means all or any pan of the pulKipaUng interest hereunder

deemed held by Gulf Keystone as of the Effect* c Dale.

C barged Interest Holder means a CONTRACTOR Emily if and to the extent it is

the bolder of a Charged Interest. .As of the Effect*c Date. Golf Kcystuoc is the only

Charged Interest Holder

Charged Interest Holders Monthly Statement a defined in Article 32 4 2(a|

Charged Interest Holder's Profit Petroleum means, w taped of each Charged

Interest Holder as at any time and period of determination, the Profit Petroleum

attributed to «tach Charged Interest Holder pursuant to this Contract

First Amendment Agreement means the First Amendment Agreement between the

Government and (iulf Keystone dated I August 2010.

Gulf Keystone means Gulf Keystone Petroleum International Limited, a company

established and existing under the laws of Bermuda, and having its registered orticc

at Milner Home. IK Parliament Sired. PO Box HM 1561. Hamilton HM FX.


 I-* AfitrnncM SbcAbAA

Gulf keystone Interest mean, the eighty per rent <80*-> pamcipjtuig raictcsi in the

Contract held b> Gulf Keystone as of the E (Teethe Date.

Gulf keystone Interest Hold** means a CONTRACTOR Enut> if and h> the

extent n is a holder of the Gulf Keystone Interest. and at aay tune when there n more

tt.MA one CONTRACTOR Entity which n a tmWJci of the Gulf Keystone InlcieM.

those ( ONTRACTOR Entities A» of the Effective Date. Gulf Keystone is the sole

Gulf Keystone Interest Holder.

I.osx or Expense is defined in Article 32.4.8(c).

Rights Sale means a sale, assignment, or other disposal of the GOVERNMENT'"s

rights to receive Capacity Building Payment Instalments (rom a Charged Interest

Holder, and whether for a lump sum pnymenl or in instalment payments, and whether

the purchaser assumes nil payment risk .uul all risk as to the amount of Capacity

Building Payment Instalments, or other* iso ”

2.5 In Article l.l. the definition of "Government Option of Government Participation" is


2.6 The first paragraph of Article 4.2 is deleted in its entirety and restated:

"The Public Company will not have any liability to the CONTRACTOR to contribute

its Government Interest share of all Petroleum Cost. Petroleum Coji are the

exclusive oMigttioa of Gulf Keystone Gulf Keystone .. cnutlcd (through the

< ONIKAf TORi io recover all such Petroleum Costs - accordance witi Article 25

The Public Company shall coari*ne iu share of Production Bonuaes ainbuublc to the

Govvrranen Interest and payable pursuant to .Articles 32.4 through J2J.‘

2.7 la Article 16.14. after the words in the first seruenee “The GOVERN MIA I and” the

lollowing is Mated: “. adrject to Articles 3?.4«a) and tbk“

2Jt la Article 26.9. the IbDowing sentence is added to dtc end of the Article:

"Norwithstanding the other provisions of this Article 26.9. where a Charged Inkiest

Holder is in breach of any of its obligations in respect of the payment of Capktfy

Building Payment Instalments under .Article 32.4. the GO\ ERNMEXT will have the

lights set forth in Articles 32.4.6 through 32.4.1s"

2.9 Articles 27.1 and 27.2 and Paragraphs 7 and IS are amended by adding, after the word

“Quarter" in each instance in each Article and Paragraph, the words "and Month”: and

in Paragraph 7.2. tire words ‘twenty-one ( 21 (’ are deleted and replaced by “ten (10)".

2.10 Article 27.4 is deleted and restated u\ its entirety:

' By the tenth (I0"l day of each Month, the < ONTRACTOR shall provide a statement

to tire GOVERNMf N I show ing the CON I RACTOR’s calculations of lire value of


 I iim Amendment Agreement Sheikh Adi

Petroleum produced ai«d sold from the Contract Area for the previous Month Such

statement shall include the following information

(a) quantities of Crude Oil sold by the CONTRACTOR Entities during the

preceding Month comultuting Aim's Length Sales together with

corresponding sale prices;

preceding Month that do not full in the category referred to in paragraph lu>

above, together with sale prices applied during such Month;

inventory in storage belonging to the ( ONTRACTOR Entities at the

beginning and at the end of the Month; and

(d) quantities of Gas sold by the CONTRACTOR Entities and the

GOVERNS!K.N I together with sale prices realised.

Concurrently w ith the delivery of the monthly statement, the CONTRACTOR shall

deliver the Chiugod Interest Holders Monthly Statement to the GOVERNMENT as

provided in Ankle 32.4.2(a)."

2.11 In Article 29.1. after (Ik winds "slull he in Dollars and shall . the fallowing word* are


"except .is provided in tlte next sentence and Articles 32.4.10 thnsrgh 32.4.12.".

and the follow ing sentence is added at the end of Ankle 29.1

"lire right of olVset provided in this Aitiele 29.1 will not apply in respect of the

obligation of a Charged Intctest Holder to make Capacity Building Payments as further

provided in Articles 32.4.10 through 32.4.12.”

2.12 In Article 32. Anieles 32.1 and 32.2 arc deleted in their entirety and restated;

Signature Bonus

32.1 The Gulf Keystone Interest Holder shall pay to the GOVERNMENT a

signature bonus of one million Dollars (US Sl.000.000) ("Signature

Bonus ') on the declaration of the first Commercial Discovery ("the First

Commercial Declaration Date").

< anacltv Buildlne Bonus

32.2 The Gulf Keystone Interest Holder shall pay to the GOVERNMENT a

capacity building bonus of nineteen million Dollars (US Sl9.00tl.000)

("Capacity Building Bonus") mi the Fust Commercial Declaration Date

2.13 A new Article 32.3 is added as follows


 First Amendment .Agreement Sheikh Adi


12.3 The (lull Keystone Interest Holder shall pay to the GOVERNMENT an

•idditioniil capacity building bonus of twenty million Dollars (US

S20.000.000) (“Additional Capacity Building Bonus") on or before 15

August 2010“

A new Article 32.4 is added as follows:

12.4 I uch ( liaiged Interest Holder is bound by the provisions of this Article.

12.4.1 The obligations of a CONTRACTOR Entity, to the extent it is a

( lunged Interest Holder, as set forth in this Aiticle 32.4. attach to.

anil may not be severed from, the Charged Interest.

32.4.2 In respect of the Capacity Building Payment Instalments:

(a) on or before the tenth

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 6.1 and the monthly valuation

statement in accordance with Article 25 and Paragraph 7.1. a

statement (the “< barged Interest Holders Month's

Statement-) setting .nit the CONTRACTOR . calculation of

the Capacity Building Value attributable to each (barged

Interest Holder for the preceding Month. In each ( barged

Interest Holders Monthly Statement, the CONTRACTOR

shall detail each item taLen into account in making n»

calculation of the amounts due from each Charged Interest

Holder, the quantities of Profit Petroleum produced during the

Month cosered by such Charged Interest Holders Monthly

Statement, the volumes of such production sold, the Capacity

Building Value attributed to such sales, and the Capacity

Building Payment Instalments required to be paid with respect

thereto by each Charged Interest Holder.

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

Charged Interest Holders Monthly Statement to the

GOVERNMENT in accordance with .Article 32.4 2(a). each

Charged Interest Holder shall pay (except as presided in the

next sentence) the Capacity Building Payment Instalment a.

shown as owed by such Charged Interest Holder m the

Charged Interest Holders Monthly Statement. If:

 lira Amendment Agreement Sheikh Adi

(1) a Charged Imeresi Holder has sold iis Profit Petroleum to

(i) the GOVERNMENT or a Public Company (or a

company or an emit)’ owned and controlled, directly or

indirectly, by a Public Company or the GOVERNMENT).

(ii) tlie State Oil Marketing Organisation (SOMO) or any

entity owned and controlled by the Government of Iraq; and


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

C harged Interest Holder for the Petroleum lifted by such

entity, then:

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

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

C harged Interest Holder has received payment by such

counterparty; and

The preceding sentence does trot apply with respect to. and

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

Petroleum to any other counterparties;

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

the CONTRACTOR delivered the Final End-of-Ycar

Statement to the GOVERNMENT for each Calendar Year in

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

the infonnation in such Final End-of-Ycar Statement, 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 the aggregate payments of the Capacity

Building Payment Instalments during such Calendar Year

peiiod (the "Annual Reconciliation Statement1*):

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

a Charged Interest Holder has. in tike aggregate over the

Calendar Year period covered by tike Annual Reconciliation

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, such Charged Interest Holder shall pay

(subject to the same exception as prov ided in tike second and

third sentences of Article 32.4.2(b)) the amount of the

underpayment as shown in the Annual Reconciliation

Statement within thirty (30) calendar days following the same

date the CONTRACTOR delivered the Annual Reconciliation

Statement to the GOVERNMENT;


 III'! Amendment Agreement Sheikh Adi

(e) if ihc results of an Annual Reconciliation Statemcni show lhal

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 Holder in respect of the amount

of such overpayment, such Charged Interest Holder may

deduet sueh 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 more than fifteen per cent

(15*/o) 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 tails to pay all or part of a

Capacity Building Payment when due. the Charged Interest

Holder shall pay interest on the unpaid amount at an annual

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

from and including 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 tire financial institution through

which a Charged Interest Holder will make such payment, then

the Capacity Building Payment will be due on live next

following banking day. A “banking day" is a day (other than a

Saturday. Sunday, or public holiday) on which banks are open

for general business in the specified locations.

Capacity Building Account

52.4.3 The GOVERNMENT shall:

(a) establish and maintain the Capacity Building Account: and

 F«. SfadkhA*

(b) deposit all Capacity Building Pa>mcnb iccfhnl by the

GOVERNMENT inn the Capacity Building Account

Right* Sale

32.4.4 The GOVERNMENT may enter into a Right* Sale witbut the

consent of the CONTRACTOR or any CONTRACTOR Entity.

Separate liability

32 4.5 Each Charged Interest Holder is separately liable (and not jointly

and sexeralh liable with any other Charged Interest Holder) to the

GOVERNMENT for its obligations, duties and liability under

thi» Article 32.4. A CONTRACTOR Entity that i» not a Charged

Interest Holder will ha*c no labihty to the GOVERNMENT foe

any claim by the GOVERNMENT arising out of or related to the

breach of any Charged Interest Holder's oWigaiioo* under this

Article 32.4.

Breach; Indemnity

32.4.6 (a) If a Charged Interest Holder fills to pay a Capacity Buildbg

Payment in full when due. the GOVERNMENT wdL

notwirliuanding any other prmkioa of this Conuact. any

lifting agreement, any sale* or marketing agreement, or any

other agreement, automatically be entitled on not less than

sixty (60) day* poor notice to the defaulting Charged Interest

Holder and the CONTRACTOR m the case of the first

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

subsequent default, to

(1) lift, at the I Misery Point or at such other point as the

GOVERNMENI nuy decide, up to forty per cent (40*.)

of such defaulting (barged Interest Holder’s Profit

Petroleum, and

(2) continue to lift up to forty per cent (40*.) of such

defaulting Charged Inicicst Holder's Profit foe the

remainder of the Dcsclopnvni Period.

(b| A defaulting Charged Interest Holder will have a single cure

period of thirty (30) day* only m re*p«t of its fust default. If

the defaulting ( barged Interest llohfor pays the defaulted

Capacity Building Payments in full plus interest in accordance

with Article 32.4 2| ft in «uch thirty (30) day period, the

GOVERNMEN I dull not exercise its lifting rights under thi*

.Article 32.4.6 in rc*pcvt of such defaulting Charged Interest

 Iloldci In like cum: of any subsequent default, the

GOVERNMENT may exerciM its right 10 lift whclhei or not

«Mi><30ldi> MKC period

32.4 7 IV- liftmg right. of the GOURN'IlM pursuanr k> An»lc

32.4.6 »ic cvctcivkhW by way of set-ofl. *«***« first toon k> legal

proccu. and WMhotn any lability or claim. of thr defaulting

Charged Interest Holder, the CONTRACTOR, the Operator. or

any other Permit. aivd regardlm of any provision* of any lifting

agreement or provision of a joint operating agreement or any other

agreement to which the CONTRACTOR .* a dcfauhiag Charged

I Mere *i ll«4der n a piny. TV CONTRACTOR dull cnuuc that

all agreements in respect of the lifting or sale of Petiolcum reflect

the C;<>\ ERNMENT*s priority rights as set forth in Ankle 32 4.6

and tin. Artkle 32.4.7.

32.4.H (a) A defaulting Chained Interest Holder shall indemnify the

GOVERNMENT fixun any Loss oi Expense (a. defined in

Anick 32.4.8(c). below) that may in any way aiise from the

exercise by the GOVERNMENT of it. nght. in raped of

such defaulting Charged Intetcst Holder undci Aitklc. 32.4.6

and 32 4.7.

and any resdurioo or wttkmcai .daring lo. such Los. or

with the GOVERNMENT and proside reasonable asustanee

in defendaag aay claims agamu the GOV ERNMENT

(C) 'Loss or Etpen.r mean, any liability, loss, claim. M-tllcmenl

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

dimages (including punitive damages), diminution in value.

Ices or Oliver cltinge and. lo the extent permitted by applicable

law. uny court filing fee. court cost, aifcilntfion fee or cost.

wittC" Ice. and each Ollier fee and cost of investigating ami

defending or asserting a claim for indemnification, including

attorneys' fv.. other professionals' fees, and disbursement.:

but does m«t include consequential damages. A claim vet forth

•n a notice from the GOVERNMENT to a defaulting Charged

Ink-id Holder will be conclusively deemed a Lo.. or Expense

if the Charged Interest Holder fails to dispute the

GOVERNMENT'S liability by the end of a thirty (30) day

period following the effective date of the notice from the

GOVERNMENT. The Charged Interest Holder shall

promptly pay the deemed Loss or Expense on demand.


 Him Amendment Agreement Slwlkli Atli

12.4V rhc (JON'HRNMEM'k lights under Articles 32.4 (. through

32.4.8 arc not exclude and arc without to the

GOVERNMENT'S umnium nghl. under Ankle 45

32 4 II lack Charged Interest Holder acknowledges and accepts dut •

llmdnmcntnl principle of (Ills Article 32.4 is that such ((urged

Inlcrest Holder must pay the l apucily Huilding Payments owed by

it ». and when icquired Accordingly, in respect ol its obligations

under this Ankle 32.4 only am! except ns provided in Article

32 4.2(c), each Charged Interest lloldci hcrehy waives any right to

raise by way of set off or invoke as a defence to its obligations to

pat Capacity Building Payments pursuant to this Article 32.4.

whether in law or equity, any failure by the GON KRNMKNT or

ail) CONTRACTOR I ntity to pay amounts due and owing under

the Coni rad or any allegs-d claim that such Charged littered Holder

may base against the GOVERNMENT. Operator, other

CONTRACTOR Incas, or ass other Per~*. whc*cr *k cUxi

32 4 12 Each Charged l.snsr Hotter dull make ««>«*> Itu.Ukng

Payments to *c GON ERNNIENT by wire VMtfcf of UMWtMMly

available funds m l»l!ar> in accordance with wire instil* turns

proswkd by ike GOVERNMENT. The nuking of any payments

by a Charged Interest Holder under this Ai!kI< 32 4. •« the

acceptance or uw of any payments by the GON I MNNIl \ |. docs

not impair the rights of such Charged Interest Holder or the

GOVERNMENT under Ankle 15. Any dispute between the

GOVERNMENT nod a Charged Interest lloldci in respect of the

calculation of each of the Capacity Building Value and the

Capacity Building Payment doc with respect llierelo. is subject to

Ankle 15 V.

Assignment. Resersion

32 4 13 If a Charged Interest Holder assigns and nosat,. all or any part

of its Charged Interest, the assignee will he a (barged I Merest

Holder to the extent of such assignment anti nov ulion

(b( If |i) n Charged Interest Holder withdraw, a. a



 Aprnm shcAhAd.

terminates a Charged Interest Holder »» a CONTRACTOR

Entity. and if in the cases of clauses <0 or lul allot part of the

Charged Interest of the Charged Imereti Holder i« either

assigned and novated or retort, to the remaining

CONTRACTOR Entitle* a. provided m Article 45. then, in

either Mich case. such i.u|tixr or each remaining

COMR.VCIOR Entity. av the cave nay he. will be a

Charged Interest Holder to the extent of such assignment and

novation or reversion. av applicable, provided that the

withdrawing or terminating Charged Interest Holder wiD be

solely liable for any unpaid Capacity Building Payment,

attributable to it» Charged Imereti poor to the date of

withdrawal or termination.

2.15 In Article 32:

(a) the exiting Article 32.3 is renumbered M2.5":

(a) the existing Article 32.4 is renumbered "32.6'';

word -bonut". the wordt "or pay men." are added, and

li) after the word "bonus" are added, and

(ii> the wordt -or by bunfccr'a draft and on reedpt thereof the

GOVERNMENT shall forthwith issue a wrinen recent to the

CONTRACTOR duly executed by the Minittei of Natural

Resources of the C.OV ERNMRNT or such other officer of Ihc

GOVERNMENT who shall he duly authorised to issue such

receipt under Kurdistan Region Law" are deleted.

2.16 Article 39.2 is deleted ami restated:

-Except as provided m Article 32.4. each CON TRACTOR Entity dull have « right

to veil assign, transfer or otherwise dispute of all or par of tv rights **i interests under

this Contract to any thml party (not being an Affiliated Company or another

CONTRACTOR Entity) with the prior consent of the GOVERNMENT and each

other CONTRACTOR Entity (if any), which consent shall not Ik* unreasonably

delayed or withheld Any CONTRACTOR Entity proposing u> sell, assign, transfer or

otherwise dispose of all or put of its rights and interest, under this Conaaet to any such

third party shall request such corral m wiiibk. which request shall be accompanied


 Ian At

by reasonable cskfcnce of the udmical and financial capability of the proponed thud

pun assignee.'

2.17 In Article 41. ihe toDouing o added si ihc end of the Ankle:

“Non*ithsianding the foregoing. this Annie 41 will not apply to the

GOVERNMENT in respect of any claim or prureeding arising oat of or related to

the exercise of rights by the GOVERNMENT it set hath in Articles 32.4.6 through

32.4.9. in respect of »hkh the GOVERNMENT expressly resetse. all soscreign

2.1* 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 ammg oat of. or relating to. the

exercise of rights by the GOVERNMENT as set forth in Article 32 4 6. *h*h

Disputes shall, except only as presided in Article 32 4 12. be subject to the cxcluuse

jurisdiction of the coons of the Kurdistan Region located m Elbd."

2.19 In .Ankle 45.6. after “31." is added “32.4."

2.20 The following further amendments are made

(a) in the definition of “Production Bkius m Anisic l.l. the words -323 or

32.4" are replied s» ith “32J or 326-

lb) m Paragraph 3.1.9. the ssords • with the exception of Taxes described in

Article 313)and bonus payments'' are deleted and replaced with "with the

exception of Taxes (described in Article 313). bonus payments. Capacity

Building Payments, and any other payments".

(c) hi Paragraphs 4 4 and 13.3.2(h). after die ssord “bonuses" in each instance.

Capacity Building Paymcntv or other payments" is added.

(d) the heading for Annie 32 i» deleted and restated.


(e) m Article 39 6. die folio* mg is added 4 the end of die sentence following the

words “Article 4":

• and Article 32 4.-


3.1 Gulf Keystone males the follow mg representations:


 3.12 this Agreement constitutes a valid, legal, and binding agreement of it:

3.0 it has received all aullmiisatiniie and consents required under die law. under

which it is organised Ihnt ate or will be necessary for die entry into and

performance by it. anil the validity and enforceability against it. of this

3.1.4 Agreement;

except as provided m the next sentence, tlierc is no law or agreement to

which it is a party that conflicts with oi prevents entry into, delivery, and

performance by it of. or calls into question the validity, legality and

3.13 enforceability agauist it of. this Agreement. N’o tcprcsciiiaiioo is made in

respect of like laws of the Kurdistan Region or Iraq.

it is no« a pull) to any administrative or judicial proceeding, litigation, c*

arbitralio« that could affect the validity or enforceability of this Agreement as


neither it not any of its Affiliates has made, offered, or authorised land has not

agreed to make and lines not expect will be made), with reaped to the matteis

which are the snhjccl of this Agreement or the Contract. any payment, gill,

promise or other advantage, whet let directly or through any other Person, to

or tor the me or benefit of any piddle official (tr_ any person hotdmg a

1} February IW.

tuxtuda* any profits N ims dense m respect ofith:Coninei » heUtor lobe

payable to. d*ecdy ■whicctly. to or far

the benefit (directly or ■xhiccdy l of any publk official or any pdaKal party or

political party official or sand*!*: tor office of he Kmfctan Region or Iraq.


4.1 Articles 36 [lnf„,man.*, onJ CoofU.nttallty). 39 (A

Coamdi. 41 (H’atorr

Arbitration L and 44 <.Wnc>of die Contract dull apply to this Agreement

 Fun A AnraiKtn ShciLti Adi

Pathe.) ActlWtun, catoxM by any Pen** who .. not a party (a IW4

Party"). The Punic, may «vwm«J <- ‘ary 'he Km* of this Agreement without notice

to 01 the content of any Third Party.

4J Tki. commutes he final c omplctc and exclusive express** of the

Partie.' in this Agreement. All prior and

between the Panic, on the matters

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

Agreement. The pioviMons of tin. Agreement may not be explained, supplemented

or qualified through cv idcncc ofuade usage or a prtor course of dealings. In entering

into this Agreement, neither Party lui. relied upon any statement, representation,

of the other pant caec^ tor

of th..

cause to be taken, all actions neemury or desirable u> consummate and make

effective the transaction, this Agreement contemplates.

4.5 The Putties may amend this Agreement only by a vvriticn agreement of the Ponies that

identifies itself iu an amendment to tin* Agreement. The Panics may waive any

provision in this Agreement only by a writing executed by the Party against whom the

wancf is sought to be enforced Any amendment. waiver, or consent signed by the

MM«r of Natural Resource. * binding c* the CkncfrenenL No (adure « delay in

exercising any right or remedy, or » requiring the satisfaction of any ctndamn. under

Parties wiB operate as a waiter or ciopfaH of any net*. remedy, or ccadmoa A waiver

No waiver or

The signatures of both of the Patties need not appear on the same counterpart, and

delivery of executed

a. effective as executing and delivering this Agreement in the presence of the other

Party This Agreement i. effective upon delivery of one executed eourierpaii hom

each Party to the other Party. In proving this Agreement, a Pam must produce of

i only for of the Patty to be charged.

4.7 If this Agreement is tea^nuhly proven to have been <*tanol m violation of KuidiU.ui

Region Law or the taws of In? conccrang creiufSwa. dm Agreement shaB be deemed


 First Amendment Agreement Sheikh Adi

4.8 This Agreement (and any non-contractual obligations arising out of or in connection

w ith it) is governed by English law.

[Signature page follows.)


 I'm! Agrccmnit Mh Adi

For aivl on b leu in lutcriintioiial Lmiikii:

Si^nnlurc ..

line £-•*

l ee and on bcliail'of Hie Kurdistan Government of Iraq:

I'nmc Minister

Kwdninn Regional Government

On behalf of the KegionaJ Council for the Oil and

Ciis A Haiti of else KurdiSInn Region Iraq

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

Durham Snllh

Minister ofNnnml Resource*

Kurdttinn Regional Government

Or. klMir unite Mill liny of Nilluisl

Resource* In ilic Kurdistan Region


Aitili Ilaujjtui

(Signature pngc In the SlrelM Adi First Amendment Agi«*m


 First Amendment Agreement - Sheikh Adi

For and on behalf of Cnlf Keystone Petroleum International Limited:



Name:... .

For and on behalf ot 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

Minister of Natural Resources

Kurdistan Regional Government

On behalf of the Ministry of Natural

Resources in the Kurdistan Region


Ashti Hawrami

(Signature page to the Sheikh Adi First Amendment Agreement.!