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 THIRD AMENDMENT AGREEMENT




















'dating to




















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

















hero een




















THE KURDISTAN REGIONAL GOVERNMENT OF IRAQ




















and




















DNO IRAQ AS




















and




















GENEL ENERGY INTERNATIONAL LIMITED





 TABLE OF CONTENTS











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


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


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


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


 Third Amendment Agreement Dohuk











THIRD AMENDMENT AGREE MEN I








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


between:


(1) THF. KURDISTAN REGIONAL GOVERNMENT OF IRAQ "he


"Government'');


(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").











RECITALS


(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


Region.











I. DEFINITIONS AND INTERPRETATION


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. AMENDMENTS TO CONTRACT


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








:


 by





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


follows:


"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.











3


 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


disposal."


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


added


“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»








5


 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


if














6


 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


counterparty.


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


32.4.2

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








7


 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








s


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 ptosi.mn 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 ha.gal 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








0


 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.








10


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 Bu.kl.ng 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 ..cl 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







CONTRACTOR Entity, or the GOVERNMENT


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








II


 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


immunities."


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








12


 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.


ARTICLE32 - BOM M\( \PACITA B1 I1.DINCPAYMENTS".


<*> 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. REPRE.V*: VTATIONS


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:





13


 Third Amendment Agreement Dnhuk








XIJ





XU











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 ax.rp.ua 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. GENERAL PROVISIONS


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








H


 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


VOJdtfbMMa.


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: -


Name;








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














Prime Minister


Kurdistan Regional Government





On behalf of the Regional Council for the Oil and


Gas Affairs of the Kurdistan Region Iraq











Signature;....


Barham Salih














Minister of Natural Resource-


Kurdistan Regional Government


On behalf of the Ministry of Natural





Resources in the Kurdistan Region











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





Ashti liawrami














ISIgnaturc page to the Uohuk Third Amendment Agreement.|





























16


 7hlnf Amend jiicta AFttlinmt - i'uM<

















For i k1 on belrtlfof DNO Iraq AS:














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


Title...........................


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





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





Sifinonirc:.............................





E«r.v:i SaKi











MinKicr ofKMcni SswuiKg


rv.nr

On behalf of tha kffrisay oFNafinal





R«soutoos in flic kiudittii i Region








Signature:......


Ash?: ‘iawjaiui














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























16


 Third Amendment Agreement Oohuk

















For ami on behalf of D,NO Iraq AS:











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


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





Name...........................................


For and on behalf of Gcncl Energy International Limited:














Signature


Title:.


Name.








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











Prime Minister


Kurdistan Regional Government


On behalf of the Regional Council for the Oil and


Gas Affairs of the Kurdistan Region Iraq














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.!























16