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FIRST AMENDMENT AGREEMENT
relating to
tlie amendments to tl>c Production Sharing C ontract relating to the Taq Taq and Kcxva Chirmila Areas
between
TIIF. KURDISTAN REGIONAL GOVERNMENT OF IRAQ
and
GENEL ENERGY INTERNATIONAL LIMITED
and
ADDAX PETROLEUM INTERNATIONAL LIMITED
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION...................................................................I
2. AMENDMENTS TO CONTRACT...............................................................................2
3. REPRESENTATIONS.................................................................................................13
4. GENERAL PROVISIONS...........................................................................................14
F. T*9 T*q
FIRST WIIMIMIM AGREEMENT
Ibis agreement Ithc Agreement”) i* entered mo a* of I August 2010 (the ApwwR Dale .
between:
(It I III: KLRDISTAN REGIONAL GOVERNMENT OF IRAQ Ithc
-GntnntMl
(2) GENEL ENERGY INTERNATIONAL LIMITED, a compmy established and
evicting under the law* of Anguilla. British Wet Indie, - ho*: registered office i* at
Canbhcan Suite. The Valley. Anguilla. British Wet Indie TVI I IP ("GracO. and
(3) A DO AX PETROIII M INTERNATIONAL LIMITED, a comfy established
and existing unde the law* of ihc bit of Man. whose registered office n at P.O. Boa
1*7. Victoria House. Prospect Mill. Dongle. Isle of Man rAddax)
(each a “Parly" and collectively, the Parties i
RECITALS
I A) The Government. Gead and Addax ate pane* to a Pioduct-m Muting Contract dated 26
February 2008 in respect of the Taq Ti) and Kc-a< hiniulj Area* in the Kurdistan Region of
Iraq (the "Contract”').
< Bl The Partie wish to amend the Contract to obligate Gead and future holders of all o» part of
the participating merest held by Gene! ji the Effective Date to pay cap^ky building
payments to the Government. Gcnel is w illing to agree to charge it» participating interest w ith
the capacity building payment oblicaooo*. and the Pattiev are willing to agree to the
The Government will deposit all capacity building payment* into a segregated account for use
solely to support and finance infrastructure and capacity building projects in the Kurdistan
Region.
I. DEFINITIONS AND INTERPRET ATION
1.1 Unless otherwise defined herein (including the icciuls) capitalised terms have the
meanings ascribed to them in the Contract (before amendment by this Agreementi
As used in this Agreement:
Adda*” is defined in the preamble
Flint Amendment Agrwment Taq Taq
Agreement” i> defined in the preamble.
"Agreement Date” is defined in the preamble.
' ( (intract" is defined in Recital (A) and shall he construed to include all
amendments thereto as referred to in Clause 2.2(a).
(lend" is defined in the preamble.
"Gov eminent' is defined in the preamble.
"Party” and "Parties'' are defined in the preamble.
I bird Party” is defined in Clause 4.2.
1.2 rite descriptive headings in this Agreement ate lot convenience only, do not
constitute a part of this Agreement, and do not alYect the constmetion or
interpretation of this Agreement. A reference to a "Clause” is a refeienee to a clause
of tins Agreement.
AMI NDMKNTS TO CONTRACT
2.1 The Contract is amended as pros uled in this CLiusc 1
22 The recitals are amended
(a) b> deleting the earning paragraphs |D) and (E). and adding a no* paragraph
(D):
-(D) Ibis Contract was amended pursuant to the First Amend mem
.Agrevtnem between the Parties dated I August 2010."
lb) byreruimberin g paragraph “lEf. and
2J In Article 1.1. the dcfimtions of < ON IR ACTOR" and CONTRACTOR Fntity
are deleted in their entirety and restated as follows
CONTRA< TOR means. individual!) and jointly. eachC.-itraeu* Fnt.ty
CONTRACT OR Entity means each of Crenel and Adda* and then respective
pencilled assignees pursuant to Article 39. A boldct of the Ciovcmment Interest is
not a CONTRACTOR Entity. At -ns urnt when there .» only one entity constituting
the CONTRACTOR any reference to “the em-ies constituting the
CONTRACT OR or the "CON IRACTOR Emilies" or similar reference. shaU be
deemed to mean “the entity constituting the CON 1 RACTOR. As of the Eftectisc
rmrrn
Dale. Gene! and Addax. as COMH.W lok Emit**. each own an undivided «oi>l
in the Petroleum Operation* in respect of ibe entire Contract Area.
Gene! 44*;.
Addax 36V\
2.4 In Aflkie 1.1. the definition of Participation Dale ‘ is deleted in it* entirety
IS New definition* aie added in Ankle 1.1. in the appropriate aJpbalvtK.il order -»
follow*:
Addax mean* Addax Petroleum International Limited, a company c*uNi*hcd and
existing under the law* of kle of Man. whose registered office i» a PO Box 187.
Nktocia House. Prospect Hill. Douglas. Isle of Man.
: is defined in Ankle 323 2(c)
Capacity Budding Account mean* a segregated hank account with a reputable bank
in the name of. and maintained by. the GOVERNMEN t. the sole purpose of which
is to support and finance certain infrastructure and capacity building prefects to be
identified by die GOVERNMENT in itssok discretion m the Kurdistan Region.
Capacity Budding Payment mean* the amount of the ( apacily Building Value.
Capacity Building Payment Instalments mean* each obligation of a Charged Interest
Holder to pay an amount equal u> (he Capacity Building Value attributed to such
Charged Interest Holder as provided by Ankle 323.
Capacity Building \ aim means, in respect of any period of determination for each
Charged Inkiest Holder, un amount in Dollars equal to the value, established ill
accordance w ith Article 27. of thirty per cent (30%) of the Profit Petroleum allocated
to such Charged Intcicst Holilei pmsuant to this Contract a* at any time .did period of
dctcmiiiuiiion.
Charged Interest means all or any pari of the participating interest hereunder
deemed held by Gcncl a* of the Effective Date.
Charged Interest Holder means a CONTRACTOR Entity if and to the extent it is
the holder of a Charged Intcicst. As of the Effective Date, (lend is the only Charged
Interest Holder.
Charged Interest Holders Monthly Statement i&defined in Article 32.3.2(a).
First Amendment Agreement means the First Amendment Agreement between the
Government, (lend, and Addax dated I August 2010
Gend means (lend Energy International Limited, a company established and existing
under the law * of Anguilla. British West Indies, whose registered office i* at Caribbean
Suites. I lie Valley. Anguilla, British West Indies TV I IIP.
3
T-S T-S
Low oi Expense is defined in Annie >2 3 «sc>
Rights Sale means a wile. assignment, or other disposal of the GOVERNMENT'S
rights to receive ( upacity Building Payment Instalments from a Charged Interest
Holder, whether tin .i lump sum payment or in instalment payments, and whether the
purchaser assumes nil payment risk, and all risk .is to the amount of Capacity Building
Payment Instillments, or otherwise."
2.6 The first paragraph of Article 4.3 is deleted in its entirety and restated:
”TI>c Public' Company will not haw any liability to the CONTRACTOR to contribute
its Government Interest shore of .ill Petroleum Costs Petroleum l dsts are the
exclusive obligation of the CONTRACTOR Entities m accordance with each
CONI’KAC TOR I ntity's respective participating interests in the Conuuci. Each
CONTRA! TOR I ntity •> entitled (through the CONTRACTOR| to recover all such
Petroleum Costs in accordance with Article 25. The Public Company shall contribute
its share of Production Bonuses attributable to the Government Interest and payable
pursuant to Articles 32.4 through 32.7."
2.7 In Article 16 14. alter the words in the first sentence "The GOVERNMENT and" the
following is inserted: ", subject to Articles 32.3.6(a) and (b).".
2.H In Article 26.9. tlx.- following sentence isaddL-d to the end of the Article
“Notwithstanding the other provisions of this Article 26.9. where a Charged Interest
Holder is m breach of any of ns cfcltgalions in respect of the payment of Capacity
Build mg Payment lailair--- under Article 323. the GOVERNMENT will base the
rights set forth in Article* 323 6 through 323.8."
19 Articles 27.1 and 272 and Paragraph! 7 and 8 are amended by adding after die word
-Quarter" in each instance in each Article atxl Paragraph, the wonfc "and Month": and
m Pmgnph 7.2. the words Twenty-one <21 f are deleted and replaced by "ten (10)".
2.10 ArtKle 274 is deleted and icttalcd m its entirety
-By the tenth < I0*» day of cod. Mem*, the CONTRACTOR shall pros xk a statement
to the <4>\ ERNME.VT showing the CONTRACTOR’• coleulaums of the value of
Petroleum produced and sold from the Contract Area for the previous Mon*. Such
statement dull include the follow m? mformatxm
(a) quantities of ( rude <>d sold by the CONTRACTOR Entities timing the
preceding Month ccnartjnng Arms Length Saks together with
cencspundmg sale prices:
(b) quantities of Crude Oil sold by the C ONTRACTOR Entities vlvmng ihe
preceding Month tliat do not fall in tlx; category referred to in paragraph la)
above, together with sale prices applied during such Month:
4
First Amendment Agreement TaqTaq
(Cl invcmoiy in -storage belonging 10 ihc CONTRACTOR Emilies at ihe
beginning and al the eiul of ilie Month; and
(d) quantities of Nntutul (ins sold by the CONTRACTOR Entities and the
GOVERNMENT together with vile prices realised.
Concurrently with the delivery of the monthly statement, the CONTRACTOR shall
deliver the ( lunged Intensl Holders Monthly Statement to the GOVERNMENT as
provided in Article 32.3.2(a)."
2.11 In Article 29.1. after the words "shall lie in Dollars and shall”, the following words are
added;
"except .is provided in the next sentenee and Articles 32.3.10 through 32.3.12.";
and the follow mg sentence is added at the end of Anicle 29.1:
"Tie light of olVsel provided in this Article 29.1 will not apply in respect of the
obligation of* Charged Interest Holder to make Capacity Building Payments as further
provided in Angles 32.3 It) through 32.3.12."
2.12 In Article 32. a new Article 32.3 is added as follows;
"Capacity Building Payments
32.3 Each Charged Interest Holder r» bound by the pros loom ofthi. Article
323.1 The obligations of a CONTR \< 10R Entity, to the extent dm
Charged Interest Holder, as set forth in this Article 32 3. attach to.
and may nor be severed from, the Charged Interest
3233 In respect of the Capacity Building Payment Instilment*
(a) on or before the tenth (10*) slay of each Month in the
Development Period, the CONTRACTOR shall provide to
the GOVERNMENT, together with the monthly production
statement prepared by the CONTRACTOR in accordance
with Article 27.4 and Paragraph P i and the monthly valuation
statement in accordance with Article 25 and Paragraph 7.1. a
statement (the Charged Interest Holders Monthly
Statement ) -.fling out the CONTRUTOR s calculation of
the Capacity Building Value attributable to each Charged
Interest Holder for the preceding Month. In each Charged
Interest Holders Monthly Statement the CONTRACTOR
shall detail cadi item taken into account in making as
calculation of the amounts due from each Charged Interest
Holder, the quantities of Profit Petroleum produced during the
Month covered by such Charged Interest Holders Monthly
Statement, the volumes of such production sold, the Capacity
5
First Amendment Agreement Taq Taq
Building Value attributed to such sales, and like Capacity
Building Payment Instalments requited to he paid with respect
thereto by each Charged Interest Holder;
(b) on the same date on which the CONTRACTOR provides the
Charged Interest Holders Monthly Statement to the
GOVERNMENT in accordance with Article 32.3.2(a). each
Charged Interest Holder shall pay lexcept as provided in the
next sentence) the Capacity Building Payment Instalment as
shown as owed by such Charged Interest Holder in the
Charged Interest Holders Monthly Statement If:
(1) a Charged Interest Holder has sold its Profit Petroleum to
(i> the GOVERNMENT or a Public Company lor a
company or an entity owned and controlled, directly or
indirectly, by a Public Company or the GOVERNMENT),
(ii) tl>e State Oil Marketing Organisation (SOMO) or any
entity ow ned and controlled by the Gov ernment of Iraq: and
if
(2) any such counterparty as identified in (1) has not paid the
Charged Interest Holder for the Petroleum lifted by such
entity, then.
(3) the Charged Intetvst Holder is only obligated to pay the
Capacity Building Payment when. if. and to tire extent the
Charged Interest Holder has received payment by such
counterparty.
The preceding sentence does not apply with respect to. and
to the extent of sales of a Charged Interest Holder's Profit
Petroleum to any other counterparties;
(e) within thirty (30) calendar days following the date on which
the CONTRACTOR delivered tire Pinal End-of-Ycar
Statement to the GOVERNMENT for each Calendar Year in
accordance w ith Article 26.13 and Paragraph 10. and based on
the information in such Final End-of-Ycar Statenrent. the
CONTRACTOR shall provide to the GOVERNMENT, in
respect of each Charged Interest Holder, a written
reconciliation of the aggregate amount of the Capacity
Building Value and tire aggregate payments of the Capacity
Building Payment Instalments during such Calendar Year
period (the “Annual Reconciliation Statement1*);
(d) if the results of an Annual Reconciliation Statement show that
a Charged Interest Holder has. in tire aggregate over the
Calendar Year period covered by the Annual Reconciliation
6
First Amendment Agreement Taq Taq
Statement made Capacity Building Payment Instalments in an
amount less than the aggregate Capacity Building Value
attributed to such Charged Interest Holder during such
Calendar Year period, 'be Charged Intetest Holder shall pay
(subject to the same exception as provided in tl>e second and
thiid sentences of Article 32.3.2(b)) the amount of the
underpayment as shown in the Annual Reconciliation
Statement within thirty (30) calendar days follow ing the same
date the CONTRACTOR delivered the Annual Reconciliation
Statement to the GOVERNMENT:
(e) if the results of an Annual Reconciliation Statement show that
a Charged Interest Holder has, in the aggregate over the
Calendar Year period covered by the Annual Reconciliation
Statement, made Capacity Building Payment Instalments in
excess of the Capacity Building Value attributed to it during
such Calendar Year period, and if and to the extent the
GOVERNMENT has agreed with the CONTRACTOR and
the affected Charged Interest Holdei in respect of the amount
of such overpayment, such Charged Interest Holder may
deduct such overpayment to the extent that the
GOVERNMENT has agreed with the amount of such
overpayment from the next following payments of Capacity
Building Payment Instalments. In no event will a Charged
Interest Holder be entitled to deduct mote than fifteen per cent
(15%) of the amount otherwise payable from the next
following payments of Capacity Building Payment
Instalments. The right of set-off against Capacity Building
Payment Instalments will be a Charged Interest Holder's only
remedy in respect of any overpayment, and the
GOVERNMENT will have no obligation to make any
reimbursement or other compensating payments to the
Charged Interest Holder.
|f) if a Charged Interest Holder fails to pay all or part of a
Capacity Building Payment when due. the Charged interest
Holder shall pay interest on tlic unpaid amount at an atutual
rate of LIBOR plus two per cent (2%) compounded monthly
from and ineluding the date the payment was due to, but not
including, the date paid, and
(g) if any Capacity Building Payment is due to be paid to the
GOVERNMENT on a day that is cither not a banking day in
either the place where the Capacity Building Account is
maintained, or the location of the financial institution through
which a Charged Interest Holder will make such pay ment, then
7
Ta?T«,
UK Cap.c*> Build** P«M will he due on the nest
follow we baaing dav A "banking day- b a day i other dec a
Sahirdi.. Sunday. or public bol«liy)on which tank* are open
lor general bu*me»« in the specified locations.
C apacil. BuiMing Account
3233 The GOVERNMENT dull
0.) depad! all Capacil) Building Payments received by the
GO\ ERNMENT 1U0 the ( apace. Building Account
323.4 The GOVERNMENT im> erv a Rights Sale the
consent of the COM RV< I OR CONTRVC TOR Entity
3233 Each Charged Interest ll.4d.-t i* separately liable (ami not jointly
and severally liable with an> other Charged Intetwl 11 older > lo the
GOVERNMENT for it. oMigaliont. duties and liability laxkr
Ms Article 32 3 A CONTRA* TO* Entity that is not a Chafed
Interest Il.4d.-1 will have no liability u> tlv,- GOV ERNMENT <* a
purchaser pursuant to a Right. Sale for any claim by the
GOVKRNMKNI .* a purchawi pursuant to a Righis Sale arrsing
out of or related to the breach of an> Charged Interest Holder's
obligations under thn Arhde 32 3
3236 (a. If a Charged taaere* Hotter tad. to pay a Capacity Buihhog
Pa.neat m full when d-r. the GOVERNMENT .UL
notwithstanding an. other pnmsroo of du. Contract, any
lilting agicvmeat. an. sales or nurieting agreement, or any
other agreement, automatically be entitled on not less than
suty (60| day* poor notice lo the defaulting Ourgcd Interest
Holder and *k ( OMHAdOR in the case of the first
default, and not less than thirty (30) days in the case of any
subsequent default, to:
[II lift, at the Deh.cry
GOVERNMENT may P*
(30%) of sue laiercsi Holder's
8
fir. i Amendment Agreement f nq T nq
(-» continue I® lift up to thirty pci cent ()»*.) of Mich
defaulting Charged Interest Holder’* Profit Petroleum
liu the remainder of the Development Period
(I'l A defaulting (Itarged Interest Holder w ill have .1 single cute
period of thirty (30) days only in respect of it. last default. If
lie defaulting Charged Interest Holder pay* the defaulted
Capacity Building Payments in full pin. interest in accordance
with Article 32.3-2(0 in WCh thirty (30) day period, the
GOVERNMENT shall not exercise it* lifting rights under ilu*
Aitiele 32.3.6 in respect of such defaulting Charged Interest
Holder. In the case of any subsequent default, the
GOVERNMENT mas exercise it. right to lift whether or nut
die defaulting Charged Interest Holder cures to default in the
•hats (JO| day notice period
323.7 The liftmg nghts of *c GOV ERNMEXT pursuant to Art*lc
piocevv and without any luhdity or claim* of the defaulting
Charged Interest Holder, the CONTRACTOR the Operator, or
any other Person, and regardless of any provisions of any lifting
agreement or provision of a joint operating agreement or any other
ugteemetU (o which the CONTRACTOR 01 .1 defliultlntj Charged
Interest Holder is a party. The CONTRACTOR dull ensure that
all agreements in respect of the lifting « **»e of Petroleum reflect
the GOX » RN\||: VTs pooniv rights as set forth m Attack 323.6
and dm AHkW 323.7.
323.8 (a) A defaulting Charged Inteiest Holder shall indemnity the
GOVERNMENT from any Loss or I \pen*e (a* defined in
Article 12 1 X(cL below I tlut may in any way arise from the
cxerv.se by the GOVERNMENT of its right, in respect of
such ikfaulting Charged Interest Hokki undci Articks 323.6
and J2.J.7.
(bi The GO\ ERNMENT wiU retain control over tlic defence of.
and any resolution or settlement relating to. such Low or
wah the GOVERNMENT and proside rcaJuuNc ■■■---Cl
a defending any claims against th* GOV ERNMENT
(c) "Low in Expeitsv" means .my liability, Ins*, claim, settlement
payment, cost and expense, interest, awaid, judgment.
T-qTaq
witness fee, .i»l cacti other fee .ind cod of investigating and
defending or asserting a claim for indemnification, including
attorneys' fees, oilier professionals' fee. and disbursements,
but does not include comeyuetUul damages. A claim set forth
m a notice from the GOV CRNMENT to a default** Charged
Interest Holder will he conclusively deemed a Loss or Expense
if the Charged Inkiest Holder fails to depute
GOVERNMENT’* lability by the end of a thirty (30| day
penod following the cfhvtive dale of the notice from the
GOVERNMENT Ihe Charged Interest Holder dull
promptly pay the deemed Loss or I spease on demand.
3239 The GO> IKS MINI » right. ---det Angles 323 6 through
323.8 ate rwt exclusive and aic without prejudice to the
GOVERNMENT a tcmunatioo lights under Article 45.
Payments: No S.l ollor Deduction
32.3.10 Except as provided in Article 32 3.2(0 and norw ithsianding any
provision in this Contract to the contrary, each Charged Interest
Holder shall pay all Capacity IliiiUling Payments without (and free
and clear of any deduction for | scl-nlT or counterclaim.
32.3.11 Each Charged Inkiest Holder acknowledges and accepts that a
fundamental principle of thrs Article 323 is that such Outgo!
under thu Article 32.3 only and except as provided in Article
32J3(ek.
323.
whether m law <>i Ctfmty. any failure by the GOVERNMENT or
any CONTRAf I OH Entity to pay amounts due and .rning under
the Contract or any alleged claim that such Charged Interest Holder
may have against the GOVERNMENT. Operator, any other
( ONTRACTOK Entity, or uny other Person, whether such claim
aiiscs under or u laics tu tins Contract or otherwise.
32.3.12 Each Charged htlcicvt Holder shall make Capacity Huilding
Payments to the GOVERNMENT by wire transfer of immediately
available fund, in IX.IUrs in accordance with wire instructions
provided by the GOVERNMENT TV making of any pay not.
by a Charged Interest Holder under thrs Article 323. or the
acceptance or me of any payments by the GO\ ERNMENT. does
not unpa* the ngtw. of such Charged interest Holds or the
GOV ERNMENT imdcr Article 15. Any dispute between the
10
Firil Amendment Agreement Tuq Taq
COVE UN MEN I and a Charged Interest Holder in respect of the
calculation of each of the Capacity Building Value and the
Capacity Building Payment due with respect thereto, is subject to
Article 15.9.
telunmtc!. Kmiato?
32.3.13 (aI IIa Charged Interest Holder assigns and novates all or any pan
of its (lunged Interest, the assignee will be a CJiaigcd Interest
Holder to the extent of such assignment and novation.
(b) If (i| a Charged Interest Holder withdraws as a
CONTRACTOR Entity. or |ii> the GOVERNMENT
terminates a Charged Inteical HoUlei as a CONTRACTOR
Entity; and if in the eases of clauses (i) or (ii) all or part of the
Charged Interest of the Charged Interest Holder is cither
assigned and novated or reverts to the remaining
CONTRACTOR I mines as pmvided in Article 45. then, in
either such ease, such assignee or each remaining
CONTRAC TOR I ntily. ns the ease may be. will be a Charged
Interest Holder to the extent of such assignment and novation or
reversion, .is applicable, provided that the withdrawing or
terminating Charged Interest lluldei will tv solely liable for air.
unpaid Capacity Building Payments attributable to its Charged
Interest poor to d* date of withdrawal or termination
M3 In Article 32:
(a) the airing Article 32.3 i» renumbered -32.4";
40 the existing Article 32.5 t. renumbered -32.6" and in that Article after the
word "bonus-, the words "or payment” are added, and
(di the existing Article 32* i» renumbered "32,7~. and in that Article
(i) aftet the word “bonus", the words "or payment" arc added, and
(ii) die words “or by bonier'* draft and on receipt thereof the
GOVERNMENT shall forthwith issue a written recent to the
CONTRACTOR duly executed by the Minister of Natural
Resources of (he Ci4>\ ERNMENT or such other officer of the
GOVERNMENT who shall be duly authorised to issue such
receipt under Kurdistan Region Law" are deleted.
2.14 Article 39.2 is deleted and restated
II
Fin Amendment Agreement - Taq Taq
"Except a» provided m ArtiJe .'2 •- each C ON TRACTOR Entity shall have Die riyJil
to selL transfer or otherwise dispose of all or pan of its rights and interests under
this Contrarf to any third party (not hoi's “ Affiliated Company or another
CONTRACTOR Entity | w*h the prior consent of the GOVERNMENT and each
other CON TRACTOR EnM) (if any). which consent shall not he unreaioiubt)
delayed or withheld. Any CON I R aCTOR En«y proposes to sdL assign, translcr or
otherwise dispose of all or part of as rights and interests uruhtr this Contract to any swh
third piny shall request such consent in wining, which request shall be accompanied
by reasonable nidnee of the technical and financial capabiity of the proposed thud
piny assignee."
2.15 In Article 41. the folk»wuig is added at the end of the Article:
"Notwithstanding the foregoing. this Article 41 will not apply to the
GOVERNMENT in respect of any claim or proceeding am mg out of or related to
the exercise of rights by the GOV ERNMENT as set forth in Articles 323.6 through
323.9. in respect of which the GOVERNMENT expressly resetscs all sovereign
2.16 In Article 42.1. the following sentence is added at the end of the first sentence
-This Article 42.1 does not apply to any Dispute arising out of. or relating to. the
exercise of rights by the GOVERNMENT as set forth in Article 32 3 6. which
Disputes Shall, except only as provided in Article 32 3.12. be subject to the exclusive
Jurisdiction of the courts of the Kurdistan Region located m ErhiL Notwithstanding
the foregoing, any exercise by tl»c GOVERNMENI of its termination rights under
Article 45 shall be subject lo the provisions of this Article 42 I
2.17 In Article 45.6, oiler "31." is added "323.“.
2.1K Htc follow mg further amendments are made.
(a) in the definition of “Production Bonus" in Article 1.1. tic words "323" arc
replaced with "32 4 or 32.5“;
(hi ki Paragraph 3.1.9. the words "with the exception of Taxes described in
Article 312) and bonus payments" are deleted and replaced w«h "with the
exception of Taxes (described ui Article 3131. bonus payments. Capacity
Building Payments, and any other payments".
in Paragraphs 4.4 and l33.2lhL after tic word "bonuses" in each instance.
“.Capacity Building Payments, or other pay menu" is added.
(d) the leading for Article 32 rs deleted and restated.
-ARTICLE 32 - BONl s».S; < APAC11 \ Bl ILDING PAV MENTS".
12
(e) in Article 39.6. the following is added at the aid of the sentence following the
word* "Article 4”:
•'uitd Article 32.3":
(ft in Article 4. I. the phrase ", *. a CON I RAC Tl>K Entity.* .s deleted;
(g) in Articles 4.3. 4.4. and 4.6. each instance of lire wools "other" and "as a
COM RACTOR Entity" is deleted.
(hi in Article 4.$. the word "ocher* appealing on the third and eighth lines is
deleted, and
i i) in Article 33.9.", provided that where ilv < it »\ I It V ME NT is participating in
■h capacity as a CONTRACTOR Entity puiMi.ml to Aniclc 4. it shall be
liable lor its share of Petroleum Costs" i» deleted
REPRESENTATIONS
3.1 Adlax and Ocnel. each for itself, makes the follow mg representations;
3.1.1 ilv entry inti) and pertbmuncc of tlus Agreement lave been authorised by
3.1 J it ha* rccctsed all aulhoeisatK-is and consents required under the taw under
which n is organised that are or will be necessary for the entry into and
pciloimnncc by it. and the validity and enforceability against ii. of ibis
Agieement;
3.1.4 euvpl as prov ided in die ncxl sentence, there is no law to which it is subject
or agreement ro which rl is a party that conflicts with or prevents enuy into,
delivery, and performance by tl of. or calls mio question die validity, legality
and cofurv caches against n of. th«» Agreement No representuko is made
•a respexi of the laws of the Kurdistan RcSk* or Iraq.
3.13 it i. not a party to any adnunuranse or judicial prvxvcdmg. litigation, or
orh.tr.ii-i tint could aflevt the validity or enforceability of this Agreement .*
to It; and
3.1.6 neither It nor any of its Affiliate* has made, offered, oi authorised (and has not
agreed to make and does not expect will be made), with respect to the mallets
First Amendment Agreement TatJ Tuq
legislative, administrative or judicial office, including any person employed by
«*i .icting on behalf of the Government) or any poltlie.il patty or political patty
official nr candidate for office, where such payment, gift, promise or
.iilvtintiigc violates til the laws of the Kurdistan Region or of Iraq. (ii) the laws
of the place of incorporation or its principal place of business, or (tii) the
principles described in the Convention on Combating lirihery of Foreign
Public Official! in International Business Transactions. signed m Pans on 17
December 1997. which entered into force on 15 Fehiuury 1999, and the
Convention’s Commentaries. No part of its participating interest under
(including any profits it may derive in respect ol) ll* Contract i« held (or to be
held pursuant to this Agreement) or payable to. directly or indirectly, to or for
the benefit (directly or indirectly) of any public official or .uiy political party or
political party official or candidate for office of the Kunlniun Region or Iraq.
4. GE.NF.RAl, PROVISIONS
4.1 Articles <6 tInformation ami ConfidentialityI. 39 (Au/ynmmi and Chanye of
Control). ‘II (H’lJAWr of Sowreign Immunity). 42.1 {Negotiation Mediation and
AthUraUm). and 44 (Notices) of the Contract shall apply to this Agreement.
4.2 This Agreement does not create any right undo the Contracts (Rights of Thitd
Parties) .Act 1999 that is enforceable by any Posen who is not a party (a third
Party"! The Parties nay rescind or vary the terms of this Agreement without notice
to or the consent of any Third Party.
4J This Agrcemmi constitutes the final, complete and exclusive expression of the
Parties' agreement on the matters conumcd in this Agreement All poor and
contemporaneous negotiations and agreements between the Parties on the nutters
contained in this Agreement arc expressly merged into and superseded by this
Agreement. The provisions of this Agreement may not be cxplamcd. supplemented
or qualified through cs idence of trade usage or a prior course of dealings. In entering
■nki this .Agreement, neither Party has relied upon any statement, representation,
w aunts or agreenvnt of the other party except for those expressly contained in this
Agreement. There are no conditions precedent to the effectiveness of this
Agreement, other than those expressly staled m this Agreement.
4.4 Each Party shall timely exercise all commercially reasonable endeavors to tale, or
cause to be taken, all actions necessary or desirable to consummate and nuke
effective the transactions this Agreement contemplates.
43 The Patties may amend this Agreement only by a wriacn agreement of the Pait.es dm
identifies itself as an amendment to rim Agreement The Parties may waive any
ptov own m this .Agreement only by a wtitmg executed by the Party against whom the
waiver is sought to be enforced. Any anadnem waiver, or consent sigisd by the
14
I'inl Anicndmcnl A|titviitcnl Tag Taq
Minnici of Natural Rc-nuccs is binding o* dcb> m
rxcfcuMg am rtffcl « i
I by a Pam.
fttroat
4.6 Ilw Panic* may execute this Agreement in three counterpart*. each of *fcKh
ooiulifutcs an original. and all of uhich. collectively. commute only one agNOneal
IV tignalutc* of all of IV Panic* need not appear .* the *amc counterpart. and
delivery of an executed counterpart .ignoiure page by facsimile or electronic uar> is
a* effective a* executing and delivering thi* Agreement in the presence of the other
Panic* Thu Agreement t* effectue upon delivery of one executed counictpan from
each Pane to the other Panics. In proving thi* Agreement, a Pam mint produce or
account onl> for the executed counterpart of the Party to be charged
4.7 Ifthi* Agreement n rcavouahly proven to have been obtained in violataan of Kurdistan
Thi* Agrcemnl (and an) out of or
with it) n governed by English bu.
[Signature page follows.]
IS
I’inl Amendment Agreement Taq l"aq
For and on behalf of Addax Petroleum International Limited:
For and on behalf of Genel F.ncrgy International Limited:
Signature.....................................
Title:..........................................
Name:...........................................
For and on behalf of the Kurdistan Regional Government of Iraq:
Prime Minister
Kurdistan Regional Government
On behalf of the Regional Council for the Oil and
Gas Affairs of the Kurdistan Region Iraq
Signature:..............................
Barium Salih
Minister of Natural Resources
Kurdistan Regional Government
On behalf of the Ministry of Natural
Resources in tlx: Kurdistan Region
Signature:................................
Ashti Hawrami
(Signature page to the Taq Taq First Amendment Agreement.!
16
Firrt Amendment Ayesmsut Tjq TBq
ForflTKlcn^K(i|fo?Add»\ l*«lrulcuiii lnlernotfonal United:
Signature..
Title.
Name;...
For ami or hrfdf of Gn*i Energy lMern»U»*| Limited;
Signature
Title:
Fct inc on Urlialf of IfieKardktim Regional Government of Iraq:
Prime Mlnlsit*
<«dfcin Heglor.al Covwrrrt
Or, behaN of the R*sk»i*l Comt?. for the Oil and
G^» Affnim of Ihc ICiirdiitau Uctam> Iraq
Sigreure:............................
BoharoSnllh
Minister oI Natural Reswcon
Ki^diston Regional Government:
On Wwlfof the Mbinty cf Natural
Resource. in the Kjrrigan Rcfion
Si?ratui oi.............................
Ana: Ha«i,i;iii
l-Mftuatnro pace to IbcTaq Toq First Amendment Aftitr.inrnt|
Pint Amendment Agreement TuqTaq
For and on behalf of Adda* Petroleum International Limited:
Signature.....................................
Title:..........................................
Name:..........................................
For and on behalf of Gencl Energy International Limited:
Signature
For and on behalf of the Kurdistan Regional (internment of Iraq:
Prime Minister
Kurdistan Regional Government
On behalf of the Regional Council for the Oil and
Gas Affairs of the Kurdistan Region Iraq
Signature:...
Barham Salih
Minister of Natural Resources
Kurdistan Regional Government
On behalf of the Ministry of Natural
Resources in the Kurdistan Region
Signature:..^?
Ashti Hawrami
ISignalure page to the Taq Taq First Amendment Agreement.!
16