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'dating to

the amendments to the Production Sharing Contract relating to the Dohuk Block

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

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

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

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

 Third Amendment Agreement Dohuk


This agreement (the "Agreement") is entered into as of I August 2010 (the "Agreement Date")




(2) DNO IRAQ AS, a company established and existing under the laws of Norway,

whose registered office is at Stranden I. AkOi liiyggc, PO Box 1345 Vika. 0113

Oslo, Norway. ("DNO”); and

(3) GENE I ENERGY INTERNATIONAL LIMITED, a company e»tublishcd and

existing under the laws of Anguilla, the British West Indies, whose registered office

is at Caribbean Suites. The Valley. Anguilla. British West Indies IVI 11P ("Genel")

(catch a "Parly" and collectively. tl»c "Parties").


(A) The Government. Genel and DNO ate parties to a Product mo Sharing Contract dared 13

March 2008 in respect of the Dohuk Block m the Kurdistan Region of Iraq (the 'Contract )

(B) The Parties wish to amend the Contract to obligate fiend and future holders of all or pan of

the participating merest hdd by Geari at the Effective Date to pay capacity building

payments to the Govemmeni Genel is w tiling to agree to charge its participating tnkivsi w ith

the capacity building payment obligations. and the Potties are willing to agree to the

appropriate amendment* to the Contract.

(t > I he Government will deposit all capacity building payments into a segregated account lor u*c

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



1.1 Unless otherwise defined herein (including the recitals) capitalised terra* have the

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

As used in this Agreement.

Agreement" defined in the preamble.

 This Amendment  Agreement - Dohuk

“Agreement Date" is defined in the preamble.

“Contract" is defined in KcciUl (A) and shall he constated lo include all

amendments therein as referred to in Clauac 2.2(a).

"DNO" is defined in die preamble.

“Genel" is defined in the preamble.

Government" i» defined in the preamble.

"Parly” and Parlies" me defined in the preamble.

"Third Parly" la defined in Clauac 4 2.

1.2 The descriptive heading* in this Agreement are for convenience only, do not

constitute .i part of this Agreement, and do not affect the construction or

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

of this Agreement.


2.1 The Contract is amended provided in this Clause 2.

22 The recitals are amended

(a) by adding a new paragraph <Dt

ID) The GOVERNMENT entered into. two production sharing                                   

contracts dated 13 March 2008 with DNO so that the Original

( contract look effect as two separate contracts. one being in the form

of this Contract in respect of the Contract Area defined m> Annex A

and known as the Dohuk Contract Area, The Contract was

amended by an amendment and relinquishment agreement dated 10

September 2008, and an assignment novation and amendment

agreement dated 31 March 2009;";

(hi by deleting the existing paragraph (E) and by renumbering the existing

paragraph (I» “(E)”;

(C) by adding a new paragraph (F>:

“(F) This Contract was amended pursuant to the third Amendment

Agreement between the Panic* dated I August 2010.”.

<d) by renumbering the existing paragraph (F): and



2J In Article l.l. the definitions of "CON IRACTOR' and “CON IRACTOR

iic deleted in their cniiret> and restated at follow*:

“CONTRACTOR mean*, mdo idu.ll> .nd (omtl*. each Contractor l«it>

CONTRACTOR Emily mean* each of Gcnel and DNO and ihcu respective

permitted assignees pursuant to Article .'V. A holder of the (iovemment Interest i»

not a CONTRACTOR Entity. At any time when there is only one entity constituting

the CONTRACTOR, any reference to "the entities constituting the

CONTRACTOR” or the CON I RACTOR Entities" 01 similar reference, shall be

deemed to mean "the entity constituting the (’ONTRACTOR" As of the l lfective

Date. Gcnel and DNO. as CONTRACTOR I unties, each own an undivided interest

in the Petroleum Operations in respeel of the entire Contract Area

Crenel 40%

DNO 40%“.

2.4 New definitions are added in Article I I. in the appropriate alphabetical older, as


"Annual Reconciliation Statement is defined ill Article 32.4.2(c).

Capacity Building Xetount means a segregated bank account with a reputable bank

in the name of. and mamtamed by. the GOVERN MEN f. the sole pmposc of which

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

identified bv the GOVERNMENT in ks sole tSsctetion in the Kurdistan Region.

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

Capacity Building Payment Instalments means each oNtgatR* of a Charged iKcrest

Holder lo pay an amount equal to the Capacity Budding Value attributed to such

Charged Interest Holder as pros ided by -Article 314

Capacity Building \ aluc means, in respect of any period of determination far each

Charged Interest Holder, an .mount in Dollars equal to the value, established .a

accordance with Article 27. of thirty per cent (30*.) of the Profit Petroleum alloc Hod

to such t huyed Interest Holder pursuant to this Coecract as at any tunc and period of

Charged Interest means .ill or any part of the participating interest hereunder

deemed held by (lend us of the Effective Date.

Charged Interest Holder means a CONTRACTOR Entity if mid to ilw extent it is

the holder of a Charged Interest. As of the Effective Date. Gcnel is the only t barged

Interest Holder.


 Third Amendment Agreement Dohuk

( limn,cl Intemi Holder* Monthly Statement is defined in Article 32A.2(u>

UNO means DNO Iraq AS. u company cMthlinhcd and existing under the laws of

Not way, whose registered office is at Slranden I. Aker Brygge. PO Box 1345 Vika.

0113 Oslo. Norway.

Third Amendment Ann,mint means the Third Amendment Agreement between

the Government, (icncl. and DNO dated I August 2010.

0, n«l means Genel Energy Intemulionul limited, a company established and existing

under (he laws of Anguilla. British West Indies, whose registered ollice is at Caribbean

Suites, (he Valley. Anguilla. British West Indies TV I I IP.

1. uss nr Expense is defined in Article 32.4.8(c).

Ulglits Sale means a sale, assignment, or other disposal of the GOVERNMENT'S

rights to receive Capacity Building Payment Instalments from a Charged Interest

Holder, whether for a lump sum payment or in instalment payments, and w hether the

purchaser assumes all payment risk and all risk as to the amount of t upacity Building

Payment Instalments, or otherwise provided that the Charged Interest Holder's rights

under Article 32.4.2(c) shall be unaffected by any such sale, assignment or other


2.5 In Article I. I. the definition of‘‘Signaune Bonu," is deleted

2.6 The first paragraph of Article 4 2 » deleted in its entirety and restated

-The Public Company will not hasc any batalny to die CONTRACTOR io eoomUik

ks Government Interest share of all Petroleum Costs. Petroleum Costs are the

exclusive obligation of the CONTRACTOR Entities in aceodance with each

CONTRACTOR Entity's respective partkipaimg interest, in the CocKnxt Except as

provided in the assignment, novation and amendment agreement dated 31 Marsh

2009. each CON TRACTOR Entity > entitled to recover all such Petroleum Costs in

accordance with Article 25. The Public Company shall cvwmbute its shire of

Production Bonuses atlnbsilabic to the (■■vemmcnl Interest atxJ payable pursuant to

Articles 32J through 32.9“

2.7 hi Article 16.14. after the words m the first sentence "The GOVERNMENT an«T *e

following is inserted “. suhyevi to Art kies 32.4.6(a) and lb

2* In Article 26,9. the following sentence is added to the end of the Article.

“Notwithstanding the other pruvioom of this .Article 269. where a Charged Interest

Holder is in breach of any of Us .Alligations in respect of the payment of Capacny

Building Payment Instalnknts under .Artkle 32.4. the GOVERNMENT will have the

rights set forth m Artklcs 324b through 32.4.8.'


2.9 Ankles 27.1 27.2 and Parag:.if4t» 7 and 8 are amended by adding, after the »c«d

Quaner" in each instance in each Aitick and Paragraph. the nods “and Month". and

in Paragraph 72. the words “twenty-one (21)' arc deleted and replaced by “ten < 10)”.

2.1« Artkle 27.4 k deleted and restated a its entirety:

-By the tenth (I O’) day of each Month. the < ONTRACTOR shall pros ide a statement

u» the GOVERNMENT shewing the CON I RvCTOR's calculations of the \ahic of

Peaoleum produced ani sold (root the Contract Area for the pres ious Month. Such

(a) quantities of Crude 0,1 sold by the CONTRACTOR Entities during the

preceding Mcmh constituting -Arm's Length Sales together **h

corresponding sale price*.

(b) quantities of Crude 0.1 wild by the CONTRACTOR Entities durmg the

preceding Mot*h that do not fall in the category referred to in paragraph la)

ahosc. together ssith vile poce* applied during such Month.

(c) bis enters in ^eeage belonging » the CONTRACTOR Entities at the

beginning and at the end of the Mooch, and

(d) quantities of Natutal

GOVERNMENT kyetber with sale prices realised

Concurrently with the delisery of ifv urnihly sutennni. th. CONTRVCTOR shall

deliver the Charged Interest Holdeis Monthly Sutennni to tin GOVERNMENT as

provided in -Ankle 32.4.2(a)."

2.11 In Ankle 29.1. after the words “shill be «i Dollars and shall", the following words are


“e»cvpt as prosided in tin next sentence and Annies 32.4. It) dxuugh 32.4.12.";

and the following sentence is added at the end of Annie 29.1:

-The tight of oltsct presided in this Annie 29.1 wJI not apply in respect of the

obligation of a Charged Interest Holder to nuke Capacity Building Payment* as further

presided in Articles 22.4.10 through 314.11"

2.12 !■ Artkle 31 a new .Ankle 32 3 i» added as foUow*

"313 A Charged Imercst Holder shall nor be liable to pis to the GOVERNMENT

any signature boo us or capacity building bonus, or for any other pasnvnt in

the nature of a signature bonus or capacity building bonus, except ns

presided in .Ankle 32.4."

sit In Annie 31 a new .Ankle 32.4 is added as follow»


 Thud Amendment Agreement Dnhuk

"Capacity Building Payment*

32.4 Each Charged Interest Holder is hound by the provisions of this Article.

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

Charged Interest Holder, as set fotth in this Article 32.4. attach to.

and may not be severed from, the Changed Interest.

32.4.2 In respect of die Capacity Building Payment Instalments:

(a) on or before the tenth (10") day 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 6.1 and the monthly valuation

statement in accordance with Article 25 and Paragraph 7.1. a

statement (the "Charged Interest Holders Monthly

Statement'’) setting out the CONTRACTOR’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 each item taken into account in making its

calculation of the amounts due from each Charged Interest

Holder, the quantities of Profit Petroleum produced during the

Month covered by such Charged Interest Holdcis 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:

(bt on the same date on which the CONTRACTOR provides 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 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 (or a

company or an entity owned and controlled, directly or

indirectly, by a Public Company or the GOVERNMENT),

entity owned and controlled by the Government of Iraq: and



 Thud Amendment Agreement Dnhuk

(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 Interest 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


The preceding sentence does not apply w ith 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 follow ing the date on which

the CONTRACTOR delivered the 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 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 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 Charges! Interest Holder has. in the aggregate over the

Calendar Year period covered by the 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, the Charged Interest Holder shall pay

(subject to the same exception as provided in Article


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:

(el if the results of an Annual Reconciliation Statement show that

a Charges! 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 atYectcd Charged Interest Holder in respect of the amount


 Third Amendment Agreement - Dohuk

of such overpayment, such (haiged lntcrc»i Holder may

deduct such ovcipuymcnt lo 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 pci cent

< 15%) of the amount otherwise payable front tbe next

following payments of Capacity Building Payment

Instalments. The right of set-off against Capacity Building

Payment Instalments will be a Charged Interest Holier * only

remedy in respect of any overpayment, and the

GOVERNMENT will have no obligation to nuke any

Charged Interest Holder.

(0 if a Charged Interest Holder fails to pay all ot pan of a

Capacity Building Payment when doe. the ( harped Interest

Holder shall pay interest on the unpaid anwunt at an annual

rate of LIBOR plus two per cent (2*.I compounded monthly

from and including the date the payment wa* due lo, but not

including tbe due paid, and

(g) if any Cjpartfv Budding Payment i* due to be paid to the

GOVERNMENT on a day that rs either not a banking day m

either the place where the < apacity Building Accouitf i*

maintained, or the locution of the financial institution rhriHigh

which a Charged Interest Holder will make such payment, then

the Capacity Building Payment will be due on the next

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

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

lot general bu'incns in the specified locations.

f aPafi1) BHlMlns Account

32.4.3 I he GOVERNMENT shall

(at establish and maintain the (’opacity Building Account; and

GOVERNMEN I into the Capacity Building Account.

Wahls Salt

32.4.1 The GOVERNMRNI may enter into a Rights Sale without live

consent of the CONTRAf TOR or any < (>' l RACTOR Entity.

SVI?8I tMV Ujh|Hlv


32.4.5 Each jcJ Interest Hotter k ^nch bahlr <«*J u jo«cS

and X'cralh liable with am ether Charred Interest Hotter) to tf*

CO\ I HNMKNT far its etfeaifotb. duire* Md h*sUtm under

th=. Arbeit 32.4 A CONTRACTOR Entity that .. n.4 a (Earned

Interest Holder win have no liability to the GO\ ERNME.NT far

any claim by the GOVERNMENT arising .*.t of or related to the

breach of any C harged Interest Holder s oMiguliom under this

Article 32.4.

32.4 h (a) If a < harged Interest Holder fail, lo pay a Capacity Building

Payment in full when due. the GOVERNMENT will

notwiihstamfing any other of this Contract, any

lilting agreement. any sales or marketing agreement, or any

other agreement, automatically be entitled on not less than

sixty (Ml) days prior notice to the defaulting Charged Interest

lloldci and the CONTRACTOR in the ease of the- liist

default, and not less than thirty (.10) days in the case of any

Huhsciiucnt default, to:

(11 lift, at the Delivery Point m ai with other point a. the

GOVERNMENT may decide, up to thirty pet cent (10%)

(2) continue to lift up to durry per cert (30*.) of such

defaulting (turyed Interest Holder's Profit Petroleum for

the remainder of the Development Period

(b) A defaulting 1 Interest Holder will hate a work cure

per uni of thirty (30) days onh m re**sl of Ms fast default If

the defaulting (haiged Interest Holdei pays the defaulted

Capacity Building Payments in full plus ink-id in accordance

*.ih Article 32.4 2(f) m such thirty (30i day period. the

GOVERNMEN I dull not curette «. lifting rights under this

Article 32.4.6 in respect of such defaulling Charged Interest

Holder. In the care of any subsequent default, the

GOVERN MIN I may exercise its right to lift whether <>t not

the defaulting » barged Interest Holder cure. *% default in the

thirty (301 day notice period.

314.7 The lifting right, of tfsc GOVERNMENT pursuam to Aitrlc

324 6 are exenreaNe by •«> of tei-off. • Auui fast ro«t to le#al

C harged Interest Hotter. the CONTRACTOR, the Operator, or

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


 Third Amendment Agreement Dohuh

agreement or provision of a joint operating agreement or any other

agreement to which the CONTRA* I'Ok or .1 defaulting Charged

Interest Holder is a party. The CONTRA* TOM dull ensure that

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

the GOVERNMENT'S priority rights a* set forth in Article 32.4.6

and this Article 32.4.7.

32.4.8 (a) A defaulting Charged Interest Holder shall indemnify the

GOVERNMENT from any Loss 01 Expense lax defined in

Article 32.4.8(c). below) that may in any way arise from the

exercise by the GOVERN MEN I of its rights in respect of

such defaulting Charged Interest Holder under Ankles 32.4.6

and 32.4.7.

(b) The GOVERNMENT will retain control over the defence of.

and any resolution or settlement re luting to. such Loss or

Expense. A defaulting Charged Interest Holder shall cooperate

with the GOVERNMENT and provide reasonable assistance

in defending any claims against the GOV I RNMEN I

(c) ' Loss or Expense" means any liability, loss, claim .ctilcioeni

payment, cost and expense, interest, award judgment

damages (including punitive damages), dumnuiH*a in valut

fto or other charge and. lo the extent permitted by applicable

law. any court filing fee. court cast jibiuanoa fee or cost

witness fee. and cadi other fee and cost of investigating and

defending 01 asserting a claim for mdenmification. including

attorneys' fees, odiect professionals fees, and disbursenwits.

but docs not include consequential damages. A claim set forth

in a notice from the GOVERNMENT to a defaulting Charged

Interest Holder will be conclusivdy deemed a Loss or Expense

if the Charged Interest Holder tails to t&spme

GOVERNMENT'S liability by the end of a Hum (30i day

period following the effective .Luc of the notice from the

GOVERNMENT The CTratged Interest Holder shall

promptly pay the deemed Loss or Expense on demand.

32.4.9 Ihe GOVERNMENT'S rights under Articles 32.4.6 through

32.4.8 arc not exclusive arul are without prejudice to the

GOVERNMENT '* termination lights under Article 45.

Km iiniils; No sei-ojf of lMmiton

32.4.10 Except as provided in Article 32.4.2(c) and notwithstanding any

provision in this Contract to the contnuy. each Charged Interest

Holder shall pay all Capacity Building Payments w ithout (and free

and clear of any deduction for) xet-ofl'nr counterclaim.


under Ankle 32 4 ouly and except a, provided in Ankle

32.4.2(e). each Charged latere- Holder hereby waives any right to

lane by wav of «1 off or invoke av a defence to its obligations io

pa> Capacity Paywm ptavant 10 ihis Article 32.4.

whether in law .* cpniy. any failure b> the GOVERNMENT or

any CONTRA( I OR I nuiy lo pa> amounts due and owing under

the Contract or any alleged dam that such Charged hncfl Holder

limy have against the (.ON URNMENT. Operator, any other

< ONTRACTOK • niuy m any other Person. whether such claim

alive* under or rclalev to thi* Conti or otherwise.

32.4 12 lack Chaffed latere- Holder dull male Capacity Building

Pay ntents to the COM M N MI M h> w ire transfer of immediately

available funds in OoHarv hi aeon dance with wire instruction*

provided by the GOVERNMENT The making of any payment*

by a Charged Interest Holder under this Article 32.4. or the

acceptance or use of any puymenlt by the GOVERNMENT, doc.

not impair the right* of Midi Charged Interest Holder or the

GOVERNMENT mulct Ankle I 5. Any dispute between the

GOVERN MEN I and a Charged Inure- Holder in respect of the

calculation of each of the Capacity Hudd.Bg Value and the

Capacity Building Payment due with report thereto, n uibject to

Article 15.9

32.4.13 (a) If a Charged latere- Holder avogpv aad no* ale* ml or any part

Holder to the extent of such assignment and novation


terminates .i Charged Inleiest Holder it* u CONTRACTOR

Entity; and if in the cases ol clause, (i) ot till nil or part of the

Charged hltviwl of the Charge'll Interest Holder is cither

CON IR ACTOR Entities. a* provided in Article 45. then, in

CONTRACTOR Enttfy. a* the c**c may he. will be a

withdraw-* « WnMUMg (barged I mere- Holder will be


 l*Mc for -> m*ud Capacity Bu.klm*

2.14 la Ankle 32:

(a) the cxiaios Ankle 32Jkicaamhe.cJ-J2.J-;

(hi the exiflin* Ankle 32.4.»renumbered-J2 6".

k) i*e cxbiirK Ankle J2J i» renumbered “32.7“;

(cl ilKcxiaiM Ankle 32.7 krcaumbcttJ-329-. and mihac Ankle.

(i) after ihe word fpay arc added, and

(■il ihe word, -or by * draft and on

GOVERNMENT dull forthwith issue a w bi the

C OMR VC I OH dul> executed by of Natural

Re««e» of ihe GO* » RNMEXT or such of the

GOVERNMENT who dull be duty

2.15 Aitkle 39.2 is deleted and restated

Except as provided in Ankle 32.4. each COM RAC TOR Entity shall have ihe right

to sell, assign. Iransfei or olhcruiw dispose of all or pan of its rights and interv.l* under

tins Contract to any ililid pnity (not being an Affiliitcel Company ui anolher

CONTRACTOR Emily) with llw prior consent of the GOVERNMENT, and each

other CONTRACTOR Entity (If any), which consent shall not he unreasonably

delayed or withheld Any CONI M AC I OR Entity proposing to sell, assign, tran.ler or

ochcrw isc dispose of all or pan of il» tights and interests uixfcr this Contract to .ny surli

third pans shall Itqura such Como* in willing, which request shall he Miompaiucd

by reasonable evidence of the technical and financial capability of the proposed thud

party assignee/*

2.1ft In Article 41. the follow ing is added at the end of the Article:

“Notwithstanding the foregoing, this Article 41 will mil apply to the

GOVERNMENT in respect of any claim or proceeding arising out of or related to

the exercise of rights hy the GOVERNMENT as set forth in Articles 32.4.6 through

32.4.9, in respect of which the GOVERNMENT expressly reserves all sovereign


2.17 In Article 42.1. the follow mg sentences are added at the end of the first sememe


 Third Amendment Agreement !>

“This Article 42.1 docs not apply to any Depute arising <»»i of. 01 relating to. the

exercise of rights by the GOVERNMENT as set forth in Article 32.4.6. which

Disputes shall, except only as pmvided in Aiticle 32.4.12. he subject to tire exclusive

jurisdiction of the courts of the Kurdistan Region located in l.rbil. Notwithstanding

the foregoing, any exercise by the GOVERN.MEN I of its termination rights under

Article 45 shall be subject to the pros isions of this Article 42.1

2.18 In Article 45.6. after “31." is added "32.4."

2.19 The following further amendments are made:

314" arc replaced with "32.5 or 32.6";

(bt in Article4.10(b). the words "the Signature Bonus «>i" aie deleted.

in Article 32.1. the parenthetical "("Signature Ifonua'T '» deleted.

Article 3I.2| and bonus payments” are deleted and replaced with "with the

exception of Taxes (described in Article 31.2). bonus payments. Capacity

Building Payments, and any other payments";

(c> in Paragraph* 4 4 and 13 J_2(hL after the word "bonuses" in each instance.

". C apaciiy Building Payment*, or other payments" is added.

(ft the heading for Article 32 is deleted and restored.


<*> m Article 39.6. the follow mg is added or the end of the sentence following the

words “Article 4":

-and Article 32 4.“;

(hi ■n Articles 4 2 and 4.3. the word "other" is deleted in each instance, and

(i) ■n Article 33 9. -. provided that where th: GOVERNMENT is participating in

Us capacity as a CONTRACTOR Emily pursuant to Article 4. it shall be

liable fee its share of Petroleum Costs" is deleted.


3.1 DNO «>d Corel each for itself! males the follow mg representations

3.1.1 its entry into and performance of this Agreement base been authorised by all

necessary company action:


 Third Amendment Agreement Dnhuk



3.1.4 except as provided in the next sentence, there is no law to which it is subject

nr agreement to which it is a patty that t'onllicts with or prevents entry into,

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

.mil enforceability against it of. this Agreement. No representation is made

in respect of the laws of the KunJislan Region or Iraq;

3.1.5 it is not a party to any administrative or judicial proceeding, litigation, or

alteration tliat could affect die validity or enforceability of this Agreement as

to it. and

XIA neither u nor any of it* Affiliate. Km made, offered, or authorised land ha. not

agiced to nuke and does not expect will be nudet. with respect to the matters

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

promise or other advantage, whether directly or through any oilier Person, to

or for the use or Ivnclit of any public official (ie.. any person holding n

legislative, administrative or judieinl office. including any per-^.i cmpU.s.d »i>

or Jctiug on Ivhalf of the (imvitunctit) or any political puny or poliujl puts

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

advance violate. HI the law. of the Kurdistan Region or of Iraq. (I) the law.

of the place of or «s pnorq-l place of busmex or (ml *e

December 1997. whnh meted an. face on 15 feteu*> 1999 and *r

(usWet an* profn. a mas dense aa rrspeel of) the Cceomt a heU (o> to he

the benefit (directly or indirectly I of any |

political party official or candidate for office of the Kurdssran Regn«» >* Iraq


4.1 Articles 36 (Information mid Confidentiality). 39 (Assignment and Change of

Cannot). 41 < H’tfAw of Sowrign Immunity), 42.1 (Negotiation Mediation and

Arbitration), und 44 (Noli,

4.2 This Agreement does not create any tight unJer the Contracts (Rights of Third

Paiticsl Act 1999 dun is enforceable by any Person who is not j party (a Third

Party . The Part*, may rewind Of vary (he term, of this Agreement w rthout nouec

to or the conwra of any Third Party


 Third Amendment Agreement Dohuk

I'll in Agiicusint constitutes the final, complete and exclusive expression of the

Panics' ugrecincnl on the matters contained in this Agreement. All prior and

cnntompounoou* negotiations and agreements between lire Patties on the matters

contained in tins Agreement are expressly merged into and supu---xkd by tliis

Agreement lire provisions of this Agreement may not be explained. wi|pkmcnted

into this Agreement, neither Pam has relied upon any statement. representation,

warranty nr agreement of the other part) except for those expressly contained in this

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

Agreement, other than lh»«e expressly stated in this Agreement

I -ich Puny shall timely exercise all commercially reasonable endeavor* to take, or

cause to he taken, all actions necessary or desirable In consummate and make

effective the IrmiHaciioiis this Agreement contemplates.

The Parties may amend this Agreement only by a written agreement oflhc Parties that

uk'iililic* itself as mi amendment to this Agreement. The Patties may waive any

prov ision in this Agreement only by a writing executed by the Patty against whom the

waiver is -sight to hi enforced Any amendment, waivei. 01 consent signed by die

Minislei of Natural Resources is binding on lire Government No fiikirc re delay in

excusing ,uiy right or retired)-, re in requiring tit sati*fa«t->ii ol any creiditicm. under

tlus Agree me Hi by a Party, and no act omission or course of dealing between any of the

Parties. *il operate as a waiver or estoppel of any right remedy, or condition. A waiver

TV Parties may execute this Agreement m three cremterparb. each of ninth

const ituor* an onginaL and all of whelk collectively. MMOUe only one agrermni

I II) sigmthiics of all of the Parties need not appear on the same counieipmt, and

delivery of tin executed counterpart signature page by facsimile or elec tronic sc.m is

.is elicitive .is executing and delivering this Agreement in the pieMiwc ol tire other

Putties Hus Agreement is effective upon delivery of one executed coimtcrpiiri fiom

en.h Patty to the other Panics. In proving this Agreement, a Puny must produce 01

account only for the executed counterpart of the Party to be charged

If this Agreement is reasonably proven to have been obtained m violation of Kurdistan


Tins Agreement (and any ocn-contraetual obligations anting out of or m conned mo

with it) i» governed by English law.

 IWrd Amcntfmaii Agreement IX^uk

For and on behalf of DNO Iraq AS:

For and on behalf of Gencl F.nerj>v International Limited;

Title: -


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


Barham Salih

Minister of Natural Resource-

Kurdistan Regional Government

On behalf of the Ministry of Natural

Resources in the Kurdistan Region


Ashti liawrami

ISIgnaturc page to the Uohuk Third Amendment Agreement.|


 7hlnf Amend jiicta AFttlinmt - i'uM<

For i k1 on belrtlfof DNO Iraq AS:

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



Joj mid mi itrhall of G*nrl Entry Inlcmailooal Limited:

Foe nabdtftf of Ike Kardfcma RcrfoaJl Govornoieol of Iraq:

riiou Minister

Ka-dijUn Regional GovmracX

Or brbalf oi lie Regional Oaainl fo- ike Oil r-.d

Gfl1 Affairs olllie Kuttllitnn Revlon - Iraq


E«r.v:i SaKi

MinKicr ofKMcni SswuiKg

On behalf of tha kffrisay oFNafinal

R«soutoos in flic kiudittii i Region


Ash?: ‘iawjaiui

;Sigjinniic page 10 ike Dnhnl: Ihird Amctulinciil ARrctnwnl.J


 Third Amendment Agreement Oohuk

For ami on behalf of D,NO Iraq AS:




For and on behalf of Gcncl Energy International Limited:




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

Barham Salih

Minister of Natural Resources

Kurdistan Regional Government

On behalf of the Ministry of Natural

Resources in the Kurdistan Region

Signature:. .rS

Ashti Hawrami

(Signature page to the Dohuk third Amendment Agreement.!