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 FIRST AMENDMENT AGREEMENT




















relating to




















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

















between




















TIIF. KURDISTAN REGIONAL GOVERNMENT OF IRAQ




















and




















GULF KEYSTONE PETROLEUM INTERNATIONAL LIMITED


 TABLE OF CONTENTS











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


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


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


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


 First Amendment Agreement Slwikh Adi











I IKS r AMENDMENT AGREEMENT











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


between:




"Government"); und


<2) GULF KEYSTONE PETROLEUM INTERNATIONAL LIMITED, a company


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")











RH II U S








(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


Region.





(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.











|. DEFINITIONS AND INTERPRETATION


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


 SbeAbA*








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. AMENDMENTS K) CONTRACT





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





follows:








"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.


Bermuda








 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


deleted.


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





4


 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 Nutur.il 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


added;





"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





5


 First Amendment .Agreement Sheikh Adi








Bonus





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


if


(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;





7


 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.





10


 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 prviod.ee 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


CONTRACTOR Entity, ot <»iy the GOVERNMENT





II


 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








12


 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.


ARTKI.E 32 - BONI SEA: CAPACITY Bl ILDING PAYMENTS”, and


(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. REPREnENTATIONS


3.1 Gulf Keystone males the follow mg representations:








13


 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


3.1.6





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.








GE\F.R\I. PROVISIONS





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











15


 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.)
















































































































































































16


 I'm! Ainiv.lfA.nl Agrccmnit Mh Adi











For aivl on b leu in lutcriintioiial Lmiikii:








Si^nnlurc ..


line £-•*








l ee and on bcliail'of Hie Kurdistan KeKum.il 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





-Signature:..................................





Aitili Ilaujjtui











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


































17


 First Amendment Agreement - Sheikh Adi




















For and on behalf of Cnlf Keystone Petroleum International Limited:














Signature


Title:......


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











Signature:.....1





Ashti Hawrami

















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





















































17