Νόμοι — ΦΕΚ A' 156/2019

Type Νόμος
Publication 2019-10-10
Τελευταία ενημέρωση 2019-10-09
State In force
Source ΦΕΚ
articles Not indexed
Reform history JSON API

repeated until a Sole Expert is so agreed or selected who accepts the appointment upon terms acceptable to all Parties. (d) For the purposes of determination by the Sole Expert of the Dispute, each Party shall submit to the other Party and to the Sole Expert within thirty (30) calendar days (the "Submissions Period”) following the Sole Expert's acceptance of appointment: (i) a description of the Dispute; (ii) a statement of its position; and (iii) any documents supporting and/or justifying its position. The Sole Expert may, in its absolute discretion, consider any additional information submitted by either Party and/or any other procedural matters not specifically addressed herein. (e) In accordance with Article 23.2(c), the terms of reference upon which the Sole Expert shall seek to resolve a Dispute shall be mutually agreed between the Parties. The parameters within which the Sole Expert shall make its determination shall be strictly within the terms of reference, agreed by the Parties. (f) Save in the event of fraud or manifest error, the Sole Expert's determination shall be conclusive and binding on the Parties and shall be delivered within thirty (30) calendar days following the end of the Submissions Period. The decision of the Sole Expert may be referred to arbitration by way of appeal on a point of law, but not on a point of fact. Pending resolution of the dispute by the Sole Expert, there will be no suspension of the Agreement and the Lessee shall have the right and the obligation to continue operations under the Agreement. (g) If the Sole Expert dies or becomes unwilling or incapable of acting, or does not deliver the determination within the time required by this Article then: (i) the Parties shall promptly select a replacement Sole Expert; and (ii) this Article shall apply to the new Sole Expert as if he were the first Sole Expert appointed. (h) The language to be used for the purposes of the Sole Expert determination shall be English. (i) The costs of engaging the Sole Expert and the costs of the Sole Expert determination shall be borne equally by the Lessor and the Lessee. Each Party shall bear its own costs in preparing any materials for and making its presentations to, the Sole Expert. (j) Each Party shall act reasonably and co-operate in good faith to give full effect to all the provisions of this Article and shall do nothing to hinder or prevent the Sole Expert from reaching his determination. C. Arbitration (b) has been referred to the Sole Expert whose decision is appealed on a point of law; or (c) the Parties have failed to appoint a Sole Expert (or, as the case may be, a replacement Sole Expert) as per provisions of Article 23.2 shall be finally settled by arbitration. 23.4 The place of arbitration shall be Athens, Greece. 23.5 The number of arbitrators shall be three; they shall be appointed in accordance with the provisions of paragraph 13 of article 10 of the Hydrocarbons Law. 23.6 The arbitration shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (in force from time to time), to the extent that there is no conflict between any of those Rules and the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. 23.7 The language to be used in the arbitral proceedings shall be Greek and English, unless the Parties agree otherwise. 23.8 The award rendered shall be final and conclusive. Judgment on the award rendered may be entered in any court for a juridical acceptance and for enforcement, as the case may be. 23.9 Save in case of a determination rendered by the Sole Expert in which case Article 23.10 applies during the period of any arbitration, the time limits set for the fulfilment by either Party or those contractual obligations under this Agreement which are the subject of such arbitration shall be suspended for a time period equivalent to the period of such arbitration. 23.10 In case of a determination rendered by the Sole Expert and pending resolution of the dispute by the panel of arbitrators, there will be no suspension of the Agreement and the Lessor and the Lessee shall have the right and the obligation to continue performing under this Agreement. 23.11 For the purposes of this Article, it is clarified that any dispute between the Lessor and any Co-Lessee under this Agreement shall always be considered a Dispute between the Lessor and the Lessee and any reference of such Dispute to the Sole Expert or to arbitration, as the case may be, under this Article shall always be considered a reference of dispute between the Lessor and the Lessee. D. Mediation The Parties or the Lessor and any Co-Lessee may agree at any time, without prejudice to any other proceedings, to refer to mediation any Dispute in accordance with the

23.3Any Dispute which
(a) is not referred to a Sole Expert for determination under Article 23.2; or
(b) has been referred to the Sole Expert whose decision is appealed on a point of
law; or
(c) the Parties have failed to appoint a Sole Expert (or, as the case may be, a
replacement Sole Expert) as per provisions of Article 23.2 shall be finally settled
by arbitration.
23.4The place of arbitration shall be Athens, Greece.
--- ---
23.5The number of arbitrators shall be three; they shall be appointed in accordance with
the provisions of paragraph 13 of article 10 of theHydrocarbons Law.
23.6The arbitration shall be conducted in accordance with the Rules of Arbitration of the
International Chamber of Commerce (in force from time to time), to the extent that
there is no conflict between any of those Rules and the provisions of this Agreement.
In the event of any such conflict, the provisions of this Agreement shall prevail.
23.7The language to be used in the arbitral proceedings shall be Greek and English,
unless the Parties agree otherwise.
23.8The award rendered shall be final and conclusive. Judgment on the award rendered
may be entered in any court for a juridical acceptance and for enforcement, as the case
may be.
23.9Save in case of a determination rendered by the Sole Expert in which case Article
23.10 applies during the period of any arbitration, the time limits set for the fulfilment
by either Party or those contractual obligations under this Agreement which are the
subject of such arbitration shall be suspended for a time period equivalent to the
period of such arbitration.
23.10 In case of a determination rendered by the Sole Expert and pending resolution of
the dispute by the panel of arbitrators, there will be no suspension of the Agreement
and the Lessor and the Lessee shall have the right and the obligation to continue
performing under this Agreement.
23.11 For the purposes of this Article, it is clarified that any dispute between the Lessor
and any Co-Lessee under this Agreement shall always be considered a Dispute
between the Lessor and the Lessee and any reference of such Dispute to the Sole
Expert or to arbitration, as the case may be, under this Article shall always be
considered a reference of dispute between the Lessor and the Lessee.
D. Mediation
The Parties or the Lessor and any Co-Lessee may agree at any time, without prejudice to
any other proceedings, to refer to mediation any Dispute in accordance with the

24.1 The Lessor and the Lessee shall do everything necessary so as to accomplish the objectives of the Agreement. 24.2 The Parties agree to cooperate harmoniously and in a spirit of good faith with a view to the achievement, as promptly and as efficiently as possible, of the objectives of the Agreement, in strict conformity with all its provisions. 24.3 Time is of the essence in this Agreement.

24.1 The Lessor and the Lessee shall do everything necessary so as to accomplish the
objectives of the Agreement.
24.2 The Parties agree to cooperate harmoniously and in a spirit of good faith with a view
to the achievement, as promptly and as efficiently as possible, of the objectives of the
Agreement, in strict conformity with all its provisions.
24.3 Time is of the essence in this Agreement.

25.1 Subject to the following provisions of this Article, the Lessee shall be entitled to employ contractors and the latter shall be entitled to employ sub-contractors for the performance of this Agreement. 25.2 In accordance with the provisions of Article 19.3 and upon request of the Lessor, the Lessee shall submit to the Lessor a copy of any such contracts entered into with contractors (including with Affiliate Enterprises) which, have a contract value higher than two (2) million Euros for contracts relating to the Exploration Stage, and three (3) million Euros for contracts relating to the Exploitation Stage. The Lessee shall, at any time after the Effective Date, submit to the Lessor its guidelines and procedures that govern the approval process that is required for the Lessee to enter into contracts for goods and services for Petroleum Operations. Such guidelines and procedures will remain confidential and shall not be disclosed by the Lessor. 25.3 The Lessee, its contractors and any sub-contractors employed by the Lessee, shall be entitled to employ foreign personnel in Greece for Petroleum Operations. The Lessee shall (and shall procure that its subcontractors shall) give due and proper consideration to preferring Greek and EEA sourced services, materials, equipment, consumables and other goods when their price, quality, time of delivery and other terms are comparable to those available internationally. 25.4 Subject to the conditions and requirements of paragraph 9 of article 6 of the Hydrocarbons Law, the Lessor will support all applications by the Lessee to the competent authorities for permits for entry, residence, movement and work in Greece for all foreign personnel referred to in the preceding paragraph and to the members of their family, unless there exist reasons pertaining to national or public security and order. 25.5 From the commencement of the Petroleum Operations, the Lessee shall consider first employment for Greek and EEA personnel and shall, if employed, contribute to the training of those personnel in order to allow them to access to any position of skilled worker, foreman, executive and manager. 25.6 In addition, the Lessee shall be obliged each year to train local technical and scientific personnel as well as civil servants of the State, in such numbers and for such periods of time as shall be stipulated by resolution of the Minister in accordance with the provisions of paragraph 10 of article 6 of the Hydrocarbons Law and the mutual recommendation of the Parties. Costs associated with such training incurred by the Lessee shall not excess and shall count towards the agreed costs of Lessee’s training obligations, as these are set for in Article 15.3.

25.1 Subject to the following provisions of this Article, the Lessee shall be entitled to
employ contractors and the latter shall be entitled to employ sub-contractors for the
performance of this Agreement.
25.2 In accordance with the provisions of Article 19.3 and upon request of the Lessor, the
Lessee shall submit to the Lessor a copy of any such contracts entered into with
contractors (including with Affiliate Enterprises) which, have a contract value higher
than two (2) million Euros for contracts relating to the Exploration Stage, and three (3)
million Euros for contracts relating to the Exploitation Stage.
The Lessee shall, at any time after the Effective Date, submit to the Lessor its
guidelines and procedures that govern the approval process that is required for the
Lessee to enter into contracts for goods and services for Petroleum Operations. Such
guidelines and procedures will remain confidential and shall not be disclosed by the
Lessor.
25.3 The Lessee, its contractors and any sub-contractors employed by the Lessee, shall be
entitled to employ foreign personnel in Greece for Petroleum Operations. The Lessee
shall (and shall procure that its subcontractors shall) give due and proper consideration
to preferring Greek and EEA sourced services, materials, equipment, consumables and
other goods when their price, quality, time of delivery and other terms are comparable
to those available internationally.
25.4 Subject to the conditions and requirements of paragraph 9 of article 6 of the
Hydrocarbons Law, the Lessor will support all applications by the Lessee to the
competent authorities for permits for entry, residence, movement and work in Greece
for all foreign personnel referred to in the preceding paragraph and to the members of
their family, unless there exist reasons pertaining to national or public security and
order.
25.5 From the commencement of the Petroleum Operations, the Lessee shall consider first
employment for Greek and EEA personnel and shall, if employed, contribute to the
training of those personnel in order to allow them to access to any position of skilled
worker, foreman, executive and manager.
25.6 In addition, the Lessee shall be obliged each year to train local technical and
scientific personnel as well as civil servants of the State, in such numbers and for such
periods of time as shall be stipulated by resolution of the Minister in accordance with
the provisions of paragraph 10 of article 6 of the Hydrocarbons Law and the mutual
recommendation of the Parties. Costs associated with such training incurred by the
Lessee shall not excess and shall count towards the agreed costs of Lessee’s training
obligations, as these are set for in Article15.3.

26.1 Failure or delay to perform any of their contractual obligations by either the Lessor or Lessee, shall not be regarded as a breach of the Agreement and shall not give rise to any right or claim by either Party against the other if such failure or delay is due to Force Majeure or to consequences arising therefrom. 26.2 "Force Majeure" means any event beyond the reasonable control of the Party claiming to be affected by it and not caused or contributed to by such Party and shall include, but shall not be limited to, acts of God, epidemics, earthquakes, fires, floods, explosions, strikes, lockouts, wars and state of war, revolutions, civil commotions, insurrections, mutinies and acts of the State or of any foreign government. Force Majeure shall not excuse the failure to pay any sum when due hereunder and a lack of funds shall not constitute Force Majeure. 26.3 If as a result of an event of Force Majeure, the affected Party is prevented from performing its obligations or exercising its rights under this Agreement, the performance of any obligation or the exercise of any right under this Agreement shall be suspended to the extent to which said Party is affected by the said event of Force Majeure and during such time as it lasts and for such reasonable additional time thereafter as might be required for normal resumption of the Petroleum Operations and/or other contractual obligations. 26.4 In the event of Force Majeure, the Party prevented from performing its obligations or exercising its rights under the Agreement shall immediately give to the other Party notice of the nature of the Force Majeure and its probable duration. 26.5 If as a result of an event of Force Majeure Petroleum Operations and/or other contractual rights and obligations hereunder are suspended for more than twelve (12) consecutive Months after the notice of Force Majeure, the Parties shall meet to discuss in good faith and mutually agree the continuance or termination of this Agreement. If no agreement can be reached by the Parties within twelve (12) Months of the later of: i) the notice of Force Majeure, or ii) the beginning of said discussions, the suspension provisions of Article 26.3 shall continue to apply and at any time the Lessor or the Lessee may give to the other Party a fifteen (15) Business Days’ notice to meet and discuss the continuance or the termination of the Agreement. 26.6 The Parties agree in particular that in the event that, as a result of a court order or any judicial decision exclusively in respect to a Consent the Exploration Operations are interrupted, the Lessee may declare it a Force Majeure event and the provisions of this Article 27 SUSPENSION OF THE EXPLORATION STAGE 27.1 If at any time during the Exploration Stage the Lessee wishes to conduct an activity necessary for the performance of Petroleum Operations and satisfaction of the Annual Work Programme in respect of which a Consent is required, then a Response must be issued within the time limit prescribed under the applicable Law or, where a Law does not prescribe a time limit, within the time limit prescribed by Article 4 of Law 2690/1999 (Administrative Procedure Code) (the “Prescribed Time Limit”). Subject to the provisions of Articles 27.5, 27.6 and 27.7, if a Response is not issued within the Prescribed Time Limit, then the Lessee may, upon expiry of such period, provide the Lessor with notice in writing that the Prescribed Time Limit has expired (a “Prescribed Time Limit Expiry Notice”). 27.2 Upon receipt by the Lessor of a Prescribed Time Limit Expiry Notice there shall commence a period of fifteen (15) calendar days during which the Lessor and the Lessee shall cooperate using their best endeavours to procure the issuance of a Response (the “Cooperation Period”). 27.3 If upon the expiry date of the Cooperation Period the Lessor and Lessee have failed to procure the issuance of a Response, then on and from such date the time for performance of the obligations in respect of which the Consent is required shall be suspended immediately pending issuance of a Response (the “Suspension Period”). 27.4 During the Suspension Period the Lessee and the Lessor shall use their best endeavours to procure a Response. 27.5 A Suspension Period shall terminate on the date when a Response is issued and on and from that date the affected obligations of the Lessee shall resume and shall be carried out in the remaining unexpired period of the relevant Phase, which shall be extended accordingly Nothing in this Article 27.5 shall deprive the Lessee of its rights to proceed to the next Phase or reduce the overall period of any subsequent Phase, or Basic Exploration Stage, in accordance with the terms of this Agreement. 27.6 The Lessee shall not be entitled to issue a Prescribed Time Limit Expiry Notice if a Proper Application has not been made. A “Proper Application” is made if the application for Consent is in all respects complete in form and substance, and in accordance with Law.

Article 26 shall apply accordingly, save that the twelve (12) month suspension time
period of Article 26.5 shall be extended up to a period of twenty-four (24) months.
27.1 If at any time during the Exploration Stage the Lessee wishes to conduct an activity
--- ---
necessary for the performance of Petroleum Operations and satisfaction of the Annual
Work Programme in respect of which a Consent is required, then a Response must be
issued within the time limit prescribed under theapplicable Law or, where a Law does
not prescribe a time limit, within the time limit prescribed by Article 4 of Law
2690/1999 (Administrative Procedure Code) (the “Prescribed Time Limit”). Subject
to the provisions of Articles 27.5, 27.6 and 27.7, if a Response is not issued within the
Prescribed Time Limit, then the Lessee may, upon expiry of such period, provide the
Lessor with notice in writing that the Prescribed Time Limit has expired (a
“Prescribed Time Limit Expiry Notice”).
27.2 Upon receipt by the Lessor of a Prescribed Time Limit Expiry Notice there shall
commence a period of fifteen (15) calendar days during which the Lessor and the
Lessee shall cooperate using their best endeavours to procure the issuance of a
Response (the “Cooperation Period”).
27.3 If upon the expiry date of the Cooperation Period the Lessor and Lessee have failed
to procure the issuance of a Response, then on and from such date the time for
performance of the obligations in respect of which the Consent is required shall be
suspendedimmediately pending issuance of a Response (the “Suspension Period”).
27.4 During the Suspension Period the Lessee and the Lessor shall use their best
endeavours to procure a Response.
27.5 A Suspension Period shall terminate on the date when a Response is issued and on
and from that date the affected obligations of the Lessee shall resume and shall be
carried out in the remaining unexpired period of the relevant Phase, which shall be
extended accordingly Nothing in this Article 27.5 shall deprive the Lessee of its rights
to proceed to the next Phase or reduce the overall period of any subsequent Phase, or
Basic Exploration Stage, in accordance with the terms of this Agreement.
27.6 The Lessee shall not be entitled to issue a Prescribed Time Limit Expiry Notice if a
Proper Application has not been made. A “Proper Application” is made if the
application for Consent is in all respects complete in form and substance, and in
accordance with Law.

advised the Lessee in writing by the expiry of the Prescribed Time Limit. Article 28 Parent Company Support Letter 28.1 In case that the Lessee and /or any Co-Lessee relies on the technical and /or financial capacity of its Parent Company for the performance of the Petroleum Operations, the Lessee and /or such Co-Lessee shall provide to the Lessor a Parent Company Support Letter having the content of Annex G (hereinafter the Support Letter). Such Support Letter shall take effect on the Effective Date and, shall be delivered to the Lessor at the latest five (5) days before the date on which this Agreement is ratified by the State Parliament as the same will be notified in writing by the Minister to the Lessee and/or any Co-Lessee at least fifteen (15) days before the ratification date. For the purposes of Article 28, the term “Parent Company” shall mean in relation to the Co-Lessee any company or other legal entity or natural person which Controls, directly or indirectly, the Lessee or/any Co-Lessee or a wholly-owned Affiliate of the ultimate Parent Company provided that such Affiliate maintains the technical capacity and financial capability acceptable to the Lessor. 28.2 If an Event of Default occurs in relation to the Parent Company providing the Support Letter, then the Lessee and /or such Co-Lessee shall on written notice procure the issue to the Lessor of a replacement Support Letter on the terms and conditions substantially equivalent to Annex G or in such other form of security acceptable to the Lessor. For these purposes, an Event of Default will occur in relation to a Parent Company if: (a) the Parent Company suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business; or (b) the Parent Company stops or suspends payment of any of its debts or is unable to, or admits its inability to, pay its debts as they fall due; or (c) the Parent Company commences negotiations, or enters into any composition, compromise, assignment or arrangement, with one or more of its creditors with a view to rescheduling any of its Indebtedness (because of actual or anticipated financial difficulties); or

27.7 An application for Consent shall be deemed to be a Proper Application for the
purposes of this Agreement if the relevant Governmental Authority has not otherwise
advised the Lessee in writing by the expiry of the Prescribed Time Limit.
28.1 In case that the Lessee and /or any Co-Lessee relies on the technical and /or financial
--- ---
capacity of its Parent Company for the performance of the Petroleum Operations, the
Lessee and /or such Co-Lessee shall provide to the Lessor a Parent Company Support
Letter having the content of Annex G (hereinafter the Support Letter). Such Support
Letter shall take effect on the Effective Date and, shall be delivered to the Lessor at the
latest five (5) days before the date on which this Agreement is ratified by the State
Parliament as the same will be notified in writing by the Minister to the Lessee and/or
any Co-Lessee at least fifteen (15) days before the ratification date.
For the purposes of Article 28, the term “Parent Company” shall mean in relation to
the Co-Lessee any company or other legal entity or natural person which Controls,
directly or indirectly, the Lessee or/any Co-Lessee or a wholly-owned Affiliate of the
ultimate Parent Company provided that such Affiliate maintains the technical capacity
and financial capability acceptable to the Lessor.
28.2 If an Event of Default occurs in relation to the Parent Company providing the
Support Letter, then the Lessee and /or such Co-Lessee shall on written notice procure
the issue to the Lessor of a replacement Support Letter on the terms and conditions
substantiallyequivalent to Annex G or in such other form of security acceptable to the
Lessor.
For these purposes, an Event of Default will occur in relation to a Parent Company if:

(e) any action, proceedings, procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any Indebtedness, winding up, dissolution, administration or reorganization (using a voluntary arrangement, scheme of arrangement or otherwise) of the Parent Company; or (ii) the composition, compromise, assignment or arrangement with any creditor of the Parent Company; or (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Parent Company or any of its assets; or (f) the value of the Parent Company’s assets is less than its liabilities (taking into account contingent and prospective liabilities); or (g) there is (in the reasonable opinion of the Lessor) a serious deterioration in the financial standing of the Parent Company that may adversely affect the ability of that Parent Company to perform its obligations under the Parent Company Support Letter. 29.1 Unless otherwise provided in this Agreement, all notices given under this Agreement shall be: (a) in writing; (b) in English or Greek; and (c) delivered personally or by pre-paid recorded delivery (or international courier if overseas) or by e-mail or by fax addressed as follows. If to the Lessor: Hellenic Hydrocarbons Resources Management S.A. Dim Margari 18, Athens, 11525 Greece Attention: Mr. Yiannis Bassias, President & CEO Tel: 210 6717591 E-mail: contact@greekhydrocarbons.gr With a copy to: Ministry of Environment and Energy General Secretariat for Energy and Mineral Raw Resources 119 Mesogeion Avenue, 101 92 Athens, Greece Attention: Mr. Michalis Verriopoulos, Secretary General for Energy and M.R.R. Fax: +30 213 1513608 Email: ggenergy@ypen.gr If to the Lessee

1.

TOTAL E&P GREECE BV – Branch Office Attention: Branch Manager 74-76 Voriou Ipirou & Konitsis Street 15125 Maroussi, Athens, Greece Fax: + 30 210 544 03 44 Email: Yohan.Couchene@total.com With a copy to: (i) TOTAL E&P GREECE BV Attention: Managing Director Bordewijklaan 18, 2591 XR The Hague, The Netherlands Fax: +31 70 51 29 622 Įnd (ii) Total .S.A.

29.1 Unless otherwise provided in this Agreement, all notices given under this Agreement
shall be:
(a) in writing;
(b) in English or Greek; and
(c) delivered personally or by pre-paid recorded delivery (or international courier
if overseas) or by e-mail or by faxaddressed as follows.

notice thereof to all other Parties. In the absence of evidence of earlier receipt, and subject to Article 29.3 and 29.4, a notice shall be deemed given and received: (a) if delivered personally by hand, when left at the address referred to above; (b) if sent by pre-paid recorded delivery (except air mail), two (2) Business Days after posting it; (c) if sent by airmail, five (5) Business Days after posting it; (d) if sent by international courier, five (5) Business Days after it is collected by such courier from the sender; (e) if sent by e-mail to the appropriate party at the most current address, provided that the recipient transmits a manual written acknowledgment of successful receipt, which the recipient shall have an affirmative duty to furnish promptly after successful receipt; and (f) if sent by facsimile, at the time of transmission (as per a transmission report from the machine from which the facsimile was sent). 29.3 If receipt or deemed receipt of a notice occurs before 9am (in the country of receipt) on a Business Day, the notice shall be deemed to have been received at 9am (in the country of receipt) on that day, and if deemed receipt occurs after 5pm (in the country Attention: VP Country Delegate Greece 2 place Jean Millier 92078 La Defence cedex, France E mail: nick.fretwell@total.com Fax: +33 1 47 44 39 66

2.

EXXONMOBIL EXPLORATION AND PRODUCTION GREECE (CRETE) B.V. c/o ExxonMobil International Limited Attention: ERC MENA NO Manager Ermyn House, Ermyn Way Leatherhead, Surrey, KT22 8UX, United Kingdom Email: Jonathan.w.wilson@exxonmobil.com

4.

HELLENIC PETROLEUM SA Attention: Foivos Simeonidis, Operations Manager 8A Chimarras street 15125 Maroussi, Athens Greece E mail : fsimeonidis@helpe.gr Fax: +30 210 6302991 With a copy to: Georgianna Petrolia 8A Chimarras street 15125 Maroussi, Athens Greece Email: gpetrolia@helpe.gr Fax: 30 210 6302991

Attention: VP Country Delegate Greece 2 place Jean Millier 92078 La Defence cedex, France E mail: nick.fretwell@total.com Fax: +33 1 47 44 39 66
2.EXXONMOBIL EXPLORATION AND PRODUCTION GREECE (CRETE) B.V. c/o ExxonMobil International Limited Attention: ERC MENA NO Manager Ermyn House, Ermyn Way Leatherhead, Surrey, KT22 8UX, United Kingdom Email: Jonathan.w.wilson@exxonmobil.com
4.HELLENIC PETROLEUM SA Attention:Foivos Simeonidis, Operations Manager 8A Chimarras street 15125 Maroussi, Athens Greece E mail : fsimeonidis@helpe.gr Fax: +30 210 6302991 With a copy to: Georgianna Petrolia 8A Chimarras street 15125 Maroussi, Athens Greece Email:gpetrolia@helpe.gr Fax: 30 210 6302991
29.2 Each Party shall have the right to change its address at any time and/or designate that
copies of all such notices be directed to another person at another address, by giving
notice thereof to all other Parties. In the absence of evidence of earlier receipt, and
subject to Article 29.3 and 29.4, a notice shall be deemed given and received:
(a) if delivered personally by hand, when left at the address referred to above;
--- ---
(b) if sent by pre-paid recorded delivery (except air mail), two (2) Business Days
after posting it;
(c) if sent by airmail, five (5) Business Days after posting it;
(d) if sent by international courier, five (5) Business Days after it is collected by
such courier from the sender;
(e) if sent by e-mail to the appropriate party at the most current address, provided
that the recipient transmits a manual written acknowledgment of successful receipt,
which the recipient shall have an affirmative duty to furnish promptly after
successful receipt; and
(f) if sent by facsimile, at the time of transmission (as per a transmission report
from the machine from which the facsimile was sent).
29.3 If receipt or deemed receipt of a notice occurs before 9am (in the country of receipt)
on a Business Day, the notice shall be deemed to have been received at 9am (in the
country of receipt) on that day, and if deemed receipt occurs after 5pm (in the country

Business Day. 29.4 The deemed service provisions in Article 29.2 shall not apply to a notice served by fax, if, before the time at which the notice would otherwise be deemed to have been served pursuant to that Article, the recipient informs the sender that the notice has been received in a form which is unclear in any material respect (and, if it so informs the sender by telephone or email, it also dispatches a confirmatory facsimile within two hours). 29.5 In proving service, it shall be sufficient to prove that: (a) the envelope containing the notice was addressed to the address of the relevant Party set out in Article 29.1 (or as otherwise notified by that Party pursuant to paragraph 6) and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery, registered post letter or letter sent by international courier; or (b) notice was transmitted in full by facsimile to the facsimile number of the relevant Party set out in Article 29.1 (or as otherwise notified by that Party pursuant to Article 29.6) (as evidenced by a machine generated confirmation of full receipt). 29.6 A Party may by notice of at least five (5) Business Days to the other Party change the address or facsimile number to which notices to it are to be delivered. 29.7 Articles 29.1 to 29.6 (inclusive) do not apply to the service of any Service Documents. 29.8 Each Co-Lessee irrevocably agrees with the Lessor that any Service Document may be sufficiently and effectively served on it in connection with any Proceedings by service on its process agent. For the purposes of this paragraph each Co-Lessee nominates its respective process agent as follows: For TOTAL: Total Hellas Attention: Managing Director 74-76 Voriou Ipirou & Konitsis Street 15125 Maroussi, Athens, Greece For EXXONMOBIL: Bernitsas c/o Panayotis Bernitsas 5, Lykavittou Street GR-10672 Athens, Greece For HELLENIC: Theodora Papadimitriou, Advocate

of receipt) on a Business Day, or on a day which is not a Business Day, the notice shall
be deemed to have been received at 9am (in the country of receipt) on the next
Business Day.
29.4 The deemed service provisions in Article 29.2 shall not apply to a notice served by
fax, if, before the time at which the notice would otherwise be deemed to have been
served pursuant to that Article, the recipient informs the sender that the notice has
been received in a form which is unclear in any material respect (and, if it so informs
the sender by telephone or email, it also dispatches a confirmatory facsimile within
two hours).
29.5 In proving service, it shall be sufficient to prove that:
(a) the envelope containing the notice was addressed to the address of the relevant
Party set out in Article 29.1 (or as otherwise notified by that Party pursuant to
paragraph 6) and delivered either to that address or into the custody of the postal
authorities as a pre-paid recorded delivery, registered post letter or letter sent by
international courier; or
(b) notice was transmitted in full by facsimile to the facsimile number of the
relevant Party set out in Article 29.1 (or as otherwise notified by that Party
pursuant to Article 29.6) (as evidenced by a machine generated confirmation of full
receipt).
29.6 A Party may by notice of at least five (5) Business Days to the other Party change the
address or facsimile number to which notices to it are to be delivered.
29.7 Articles 29.1 to 29.6 (inclusive) do not apply to the service of any Service
Documents.
29.8 Each Co-Lessee irrevocably agrees with the Lessor that any Service Document may
be sufficiently and effectively served on it in connection with any Proceedings by
service on its process agent. For the purposes of this paragraph each Co-Lessee
nominates its respective process agent as follows:

In the event of a transfer of rights and obligations in accordance with Article 20, the process agent of the Lessee pursuant to this Article shall be deemed to be the process agent of each of the Co-Lessee from time to time until revocation or resignation. 29.9 Each Co-Lessee agrees with the Lessor to maintain the appointment of its process agent (and any replacement process agent appointed pursuant to Article 29.10) and it shall not withdraw the appointment of any such process agent until its replacement shall have been validly appointed and it shall have given the Lessor notice of the name and address of the replacement process agent. 29.10 If the process agent referred to in Article 29.9 (or any replacement process agent appointed pursuant to this Article 29.10) at any time ceases for any reason to act as such, his appointor shall appoint a replacement process agent with an address for service in Greece, and shall give the Lessor notice of the name and address of the replacement process agent. If a Co-Lessee fails to appoint a replacement process agent or give the Lessor notice of the name and address of a replacement process agent as required by this Article 29.10, the Lessor shall be entitled by notice to the defaulting Co-Lessee to appoint such a replacement process agent to act on the defaulting Lessee's behalf. The defaulting Co-Lessee shall bear all the costs and expenses of replacement process agent appointed by the Lessor in these circumstances. 29.11 Each Co-Lessee may, by notice of at least five (5) Business Days to the Lessor, change the address of its process agent (or any replacement process agent appointed pursuant to Article 29.10) to another address in Greece. 29.12 Any Service Document served pursuant to this Article shall be marked for the attention of the relevant process agent and addressed to the address set out in Article 29.8 or to the address notified pursuant to Article 29.9, 29.10 or 29.11 (as the case may be). 29.13 Any Service Document marked for the attention of the relevant process agent and addressed to the address set out in Article 29.8 or pursuant to Article 29.12 shall be deemed to have been duly served if: (a) left at such address by hand, when it is left; or (b) sent by first class pre-recorded delivery or registered post to such address, two (2) Business Days after the date of posting. 29.14 Each Co-Lessee shall send by post to the Lessor a copy of any Service Document served by it (or on its behalf) on a process agent pursuant to this Article (to the address set out in Article 29.1 or 29.6 (as the case may be), but no failure or delay in doing so shall prejudice the effectiveness of service of the Service Document in accordance with Article 29.12.

In the event of a transfer of rights and obligations in accordance with Article 20, the
process agent of the Lessee pursuant to this Article shall be deemed to be the process
agent of each of the Co-Lessee from time to time until revocation or resignation.
29.9 Each Co-Lessee agrees with the Lessor to maintain the appointment of its process
agent (and any replacement process agent appointed pursuant to Article 29.10) and it
shall not withdraw the appointment of any such process agent until its replacement
shall have been validly appointed and it shall have given the Lessor notice of the name
and address of the replacement process agent.
29.10 If the process agent referred to in Article 29.9 (or any replacement process agent
appointed pursuant to this Article 29.10) at any time ceases for any reason to act as
such, his appointor shall appoint a replacement process agent with an address for
service in Greece, and shall give the Lessor notice of the name and address of the
replacement process agent. If a Co-Lessee fails to appoint a replacement process agent
or give the Lessor notice of the name and address of a replacement process agent as
required by this Article 29.10, the Lessor shall be entitled by notice to the defaulting
Co-Lessee to appoint such a replacement process agent to act on the defaulting
Lessee's behalf. The defaulting Co-Lessee shall bear all the costs and expenses of
replacement process agent appointed by the Lessor in these circumstances.
29.11 Each Co-Lessee may, by notice of at least five (5) Business Days to the Lessor,
change the address of its process agent (or any replacement process agent appointed
pursuant to Article 29.10) to another address in Greece.
29.12 Any Service Document served pursuant to this Article shall be marked for the
attention of the relevant process agent and addressed to the address set out in Article
29.8 or to the address notified pursuant to Article 29.9, 29.10 or 29.11 (as the case may
be).
29.13Any Service Document marked for the attention of the relevant process agent and
addressed to the address set out in Article 29.8 or pursuant to Article 29.12 shall be
deemed to have been duly served if:
(a) left at such address by hand, when it is left; or
(b) sent by first class pre-recorded delivery or registered post to such address, two
(2) Business Days after the date of posting.
29.14Each Co-Lessee shall send by post to the Lessor a copy of any Service Document
served by it (or on its behalf) on a process agent pursuant to this Article (to the address
set out in Article 29.1 or 29.6(as the case may be), but no failure or delay in doing so
shall prejudice the effectiveness of service of the Service Document in accordance
with Article 29.12.

the validity of such service or of any Legal Proceedings based on that process. 29.16 Nothing contained in Articles 29.8 to 29.15 affects the right to serve a Service Document in another manner permitted by law. 30.1 The terms of this Agreement, may only be modified by written agreement between the Parties and any amendment of its terms shall only be effective upon ratification by the Hellenic Parliament with the exception of any amendment to Article 1.5 effected as a result of any transfer or assignment of interest, in whole or in part, by any CoLessee, or transfer of operatorship, which will be effective in accordance with the provisions of this Agreement and the Hydrocarbons Law. 30.2 Upon application by the Lessee, time limits for the fulfilment of Lessee's obligations may be extended with the written consent of the Lessor, except for time limits the extensions of which are specifically regulated by the Hydrocarbons Law.

30.1 The terms of this Agreement, may only be modified by written agreement between
the Parties and any amendment of its terms shall only be effective upon ratification by
the Hellenic Parliament with the exception of any amendment to Article 1.5 effected as
a result of any transfer or assignment of interest, in whole or in part, by any Co-
Lessee, or transfer of operatorship, which will be effective in accordance with the
provisions of this Agreement and the Hydrocarbons Law.
30.2 Upon application by the Lessee, time limits for the fulfilment of Lessee's obligations
may be extended with the written consent of the Lessor, except for time limits the
extensions of which are specifically regulated by the Hydrocarbons Law.

law 31.1 This Agreement has been executed by the Parties in Greek and in English. In case of any discrepancy, conflict or inconsistency between the two texts, both the English and Greek texts shall be referred to in an attempt to resolve ambiguities but the Greek text shall prevail. 31.2 This Agreement shall be governed by, and construed in accordance with, Greek Law. 31.3 No provision of this Agreement derogates, or shall require the State to derogate, from any requirement under the Community Treaties, including, for the avoidance of doubt, any requirement of any European Union law made under the Community Treaties. 31.4 If any amendment, deviation, exemption or adjustment to Greek law made by this Agreement is found to be unconstitutional, or, notwithstanding Article 31.3, to be inconsistent with a requirement under the Community Treaties including, for the avoidance of doubt, any requirement of any European Union law made under the Community Treaties, the Parties shall expeditiously negotiate an amendment to this Agreement, so that a functionally equivalent amendment, deviation, exemption or adjustment to Greek law, as the case may be, that is constitutional and compliant with European Law requirement, is incorporated into this Agreement. 31.5 Without prejudice to the generality of Article 31.4, the Lessor shall ensure that the Lessee continues to benefit at all times during the term of this Agreement the following rights: (a) In relation to the maintenance of accounts required for Petroleum Operations for statutory and tax purposes: (i) To maintain said accounts and related tax returns in Euros; and (ii) To maintain funds in bank accounts abroad and dispose of such funds for any payment to the Lessor that may be due by the Lessee under this Agreement; (b) To perform locally the foreign exchange of any proceeds received from domestic sources and to transfer the related funds abroad; (c) To freely distribute any dividends arising from the Petroleum Operations from funds available to the Lessee in accounts in or outside Greece; (d) Save for amounts for internal operational needs, to export, hold, retain or dispose outside Greece of all proceeds arising from the Petroleum Operations (including Hydrocarbons export sales) and remain exempt from any obligation to repatriate such proceeds into Greece; and (e) To contract outside Greece any financing related to the Petroleum Operations and remain exempt from any obligation to repatriate into Greece any funds related to such financing. 31.6 The State shall not be liable to the Lessee if any amendment, deviation, exemption or adjustment to Greek Law made by this Agreement is found to be unconstitutional, or,

31.1 This Agreement has been executed by the Parties in Greek and in English. In case of
any discrepancy, conflict or inconsistency between the two texts, both the English and
Greek texts shall be referred to in an attempt to resolve ambiguities but the Greek text
shall prevail.
31.2 This Agreement shall be governed by, and construed in accordance with, Greek Law.
31.3 No provision of this Agreement derogates, or shall require the State to derogate, from
any requirement under the Community Treaties, including, for the avoidance of doubt,
any requirement of any European Union law made under the Community Treaties.
31.4 If any amendment, deviation, exemption or adjustment to Greek law made by this
Agreement is found to be unconstitutional, or, notwithstanding Article 31.3, to be
inconsistent with a requirement under the Community Treaties including, for the
avoidance of doubt, any requirement of any European Union law made under the
Community Treaties, the Parties shall expeditiously negotiate an amendment to this
Agreement, so that a functionally equivalent amendment, deviation, exemption or
adjustment to Greek law, as the case may be, that is constitutional and compliant with
European Law requirement, is incorporated into this Agreement.
31.5 Without prejudice to the generality of Article 31.4, the Lessor shall ensure that the
Lessee continues to benefit at all times during the term of this Agreement the
following rights:
(a) In relation to the maintenance of accounts required for Petroleum Operations
for statutory and tax purposes:
(i) To maintain said accounts and related tax returns in Euros; and
(ii) To maintain funds in bank accounts abroad and dispose of such funds for any
payment to the Lessor that may be due by the Lessee under this Agreement;
(b) To perform locally the foreign exchange of any proceeds received from
--- ---
domestic sources and to transfer the related funds abroad;
(c) To freely distribute any dividends arising from the Petroleum Operations from
funds available to the Lessee in accounts in or outside Greece;
(d) Save for amounts for internal operational needs, to export, hold, retain or
dispose outside Greece of all proceeds arising from the Petroleum Operations
(including Hydrocarbons export sales) and remain exempt from any obligation to
repatriate such proceeds into Greece; and
(e) To contract outside Greece any financing related to the Petroleum Operations
and remain exempt from any obligation to repatriate into Greece any funds related
to such financing.
31.6 The State shall not be liable to the Lessee if any amendment, deviation, exemption or
adjustment to Greek Law made by this Agreement is found to be unconstitutional, or,

European Union law made under the Community Treaties. 32.1 This Agreement represents and contains the entire understanding and arrangement of the Parties in relation to the matters dealt with herein and, unless otherwise specified herein, supersedes and replaces from the Effective Date any other understandings and arrangements between the Parties whether written or verbal, relating to such matters. 32.2 In the event of any conflict or inconsistency arising between the main body of this Agreement and any of the Annexes, the provision contained in the main body of this Agreement shall prevail. 32.3 Except where this Agreement expressly provides to the contrary, the rights and remedies contained in this Agreement are cumulative and not exclusive of rights and remedies provided by Law. 32.4 Notwithstanding anything in this Agreement to the contrary, no provision shall be interpreted or applied so as to require any Party to do, or refrain from doing, anything which would constitute a violation of, or be penalised under any sanctions and/or boycott related law or regulation applicable to such Party. 33.1 This Agreement shall be subject to ratification by the Hellenic Parliament through its incorporation into a ratifying law. The date on which the Agreement is published in the Official Government Gazette following its ratification by the State Parliament shall be the Effective Date. 33.2 As of the Effective Date, this Agreement shall be governed primarily by the provisions of its ratifying law, which, is a lex specialis, and shall (i) prevail over any other Law which conflicts with this Agreement; and (ii) be subject to the provisions of the European Union Law having direct effect.

33.1 This Agreement shall be subject to ratification by the Hellenic Parliament through its
incorporation into a ratifying law. The date on which the Agreement is published in the
Official Government Gazette following its ratification by the State Parliament shall be
the Effective Date.
33.2 As of the Effective Date, this Agreement shall be governed primarily by the
provisions of its ratifying law, which, is a lex specialis, and shall (i) prevail over any
other Law which conflicts with this Agreement; and (ii) be subject to the provisions of
the European Union Law having direct effect.

representative(s) on the above-mentioned date. For the LESSOR: ………………………………… Yiannis Bassias, HHRM SA For the LESSEE: For Total E&P Greece B.V. ………………………………… Name: Bernard Clement For ExxonMobil Exploration and Production Greece (Crete) B.V. ………………………………… Name: Jonathan Wilson For Hellenic Petroleum S.A. ………………………………… Name: George Alexopoulos Approved by the Minister of Environment and Energy: ………………………………… George Stathakis CRETE BLOCK 20/36,60 - 21/36,49 - 21/36,50 - 21/36,51 - 21/36,52 - 20/36,48 - 21/36,37 - 21/36,38 - 21/36,39 - 21/36,40 - 20/36,36 - 21/36,25 - 21/36,26 - 21/36,27 - 21/36,28 - 21/36,29 - 21/36,30 - 21/36,31 - 21/36,32 - 21/36,33 - 21/36,34 - 21/36,35 - 20/36,24 - 21/36,13 - 21/36,14 - 21/36,15 - 21/36,16 - 21/36,17 - 21/36,18 - 21/36,19 - 21/36,20 - 21/36,21 - 21/36,22 - 21/36,23 - 20/36,12 -21/36,1 - 21/36,2 - 21/36,3 - 21/36,4 - 21/36,5 - 21/36,6 - 21/36,7 - 21/36,8 - 21/36,9 - 21/36,10 - 21/36,11 - 21/36,12 - 22/36,1 - 20/35,144 - 21/35,133 - 21/35,134 - 21/35,135 - 21/35,136 - 21/35,137 - 21/35,138 - 21/35,139 - 21/35,140 - 21/35,141 - 21/35,142 - 21/35,143 - 21/35,144 - 22/35,133 - 22/35,134 - 22/35,135 - 20/35,132 - 21/35,121 - 21/35,122 - 21/35,123 - 21/35,124 - 21/35,125 - 21/35,126 - 21/35,127 - 21/35,128 - 21/35,129 - 21/35,130 - 21/35,131 - 21/35,132 - 22/35,121 - 22/35,122 - 22/35,123 - 20/35,120 - 21/35,109 - 21/35,110 - 21/35,111 - 21/35,112 - 21/35,113 - 21/35,114 - 21/35,115 - 21/35,116 - 21/35,117 - 21/35,118 - 21/35,119 - 21/35,120 - 22/35,109 - 22/35,110 - 22/35,111 - 20/35,108 - 21/35,97 - 21/35,98 - 21/35,99 - 21/35,100 - 21/35,101 - 21/35,102 - 21/35,103 - 21/35,104 - 21/35,105 - 21/35,106 - 21/35,107 - 21/35,108 - 22/35,97 - 22/35,98 - 22/35,99 - 20/35,96 - 21/35,85 - 21/35,86 - 21/35,87 - 21/35,88 - 21/35,89 - 21/35,90 - 21/35,91 - 21/35,92 - 21/35,93 - 21/35,94 - 21/35,95 - 21/35,96 - 22/35,85 - 22/35,86 - 22/35,87 - 20/35,84 - 21/35,73 - 21/35,74 - 21/35,75 - 21/35,76 - 21/35,77 - 21/35,78 - 21/35,79 - 21/35,80 - 21/35,81 - 21/35,82 - 21/35,83 - 21/35,84 - 22/35,73 - 22/35,74 - 22/35,75 - 21/35,63 - 21/35,64 - 21/35,65 - 21/35,66 - 21/35,67 - 21/35,68 - 21/35,69 - 21/35,70 - 21/35,71 - 21/35,72 - 22/35,61 - 22/35,62 - 22/35,63 - 21/35,51 - 21/35,52 - 21/35,53 - 21/35,54 - 21/35,55 - 21/35,56 - 21/35,57 - 21/35,58 - 21/35,59 - 21/35,60 - 22/35,49 - 22/35,50 - 22/35,51 - 21/35,39 - 21/35,40 - 21/35,41 - 21/35,42 - 21/35,43 - 21/35,44 - 21/35,45 - 21/35,46 - 21/35,47 - 21/35,48 - 22/35,37 - 22/35,38 - 22/35,39 - 21/35,27 - 21/35,28 - 21/35,29 - 21/35,30 - 21/35,31 - 21/35,32 - 21/35,33 - 21/35,34 - 21/35,35 - 21/35,36 - 22/35,25 - 22/35,26 - 22/35,27 - 21/35,15 - 21/35,16 - 21/35,17 - 21/35,18 - 21/35,19 - 21/35,20 - 21/35,21 - 21/35,22 - 21/35,23 - 21/35,24 - 22/35,13 - 22/35,14 - 22/35,15 - 21/35,3 - 21/35,4 - 21/35,5 - 21/35,6 - 21/35,7 - 21/35,8 - 21/35,9 - 21/35,10 - 21/35,11 - 21/35,12 - 22/35,1 - 22/35,2 - 22/35,3 - 21/34,135 - 21/34,136 - 21/34,137 - 21/34,138 - 21/34,139 - 21/34,140 - 21/34,141 - 21/34,142 - 21/34,143 - 21/34,144 - 22/34,133 - 22/34,134 - 22/34,135 - 21/34,123 - 21/34,124 - 21/34,125 - 21/34,126 - 21/34,127 - 21/34,128 - 21/34,129 - 21/34,130 - 21/34,131 - 21/34,132 - 22/34,121 - 22/34,122 - 22/34,123 - 21/34,111 - 21/34,112 - 21/34,113 - 21/34,114 - 21/34,115 - 21/34,116 - 21/34,117 - 21/34,118 - 21/34,119 - 21/34,120 - 22/34,109 - 22/34,110 - 22/34,111 - 21/34,101 - 21/34,102 - 21/34,103 - 21/34,104 - 21/34,105 - 21/34,106 - 21/34,107 - 21/34,108 - 22/34,97 - 22/34,98 - 22/34,99 - 21/34,91 - 21/34,92 - 21/34,93 - 21/34,94 - 21/34,95 - 21/34,96 - 22/34,85 - 22/34,86 - 22/34,87 - 21/34,81 - 21/34,82 - 21/34,83 - 21/34,84 - 22/34,73 - 22/34,74 - 22/34,75 - 21/34,71 - 21/34,72 - 22/34,61 - 22/34,62 - 22/34,63 - 22/34,49 - 22/34,50 - 22/34,51 * Numbers with asterisk relate to the part of the elementary grid cell that falls within the jurisdiction of the Hellenic Republic according to article 2, §1 of law 2289/1995, as amended by article 156, §2 of law 4001/2011 (FEK A’179/22.08.2011) OFFSHORE WEST CRETE BLOCK AREA = 20.058,4 sq.km This Agreement refers to the Contract Area of offshore West of Crete on the above map, which has an Area of 20.058,4 sq. km.

Η ανάγνωση του παρόντος εγγράφου δεν αντικαθιστά την ανάγνωση του αντίστοιχου τεύχους της Εφημερίδας της Κυβερνήσεως. Δεν αναλαμβάνουμε ευθύνη για τυχόν ανακρίβειες που οφείλονται στη μετατροπή του πρωτοτύπου σε αυτή τη μορφή.

Το κείμενο αυτό δημοσιεύεται υπό τους όρους επαναχρησιμοποίησης που ορίζει η ίδια η πηγή ΦΕΚ, όχι υπό άδεια της Legalize ούτε υπό άδεια δημόσιου τομέα. ΦΕΚ
Δημόσιος τομέας (επίσημα κρατικά κείμενα)