Νόμοι — ΦΕΚ A' 154/2019

Ǿ ʌĮȡȠȪıĮ İʌȚıIJȠȜȒ ȣʌȠıIJȒȡȚȟȘȢ įȚȑʌİIJĮȚ țĮȚ İȡȝȘȞİȪİIJĮȚ ıȪȝijȦȞĮ ȝİ IJȠ įȓțĮȚȠ IJȘȢ ǿıʌĮȞȓĮȢ țĮȚ ȠʌȠȚĮįȒʌȠIJİ įȚĮijȠȡȐ, įȚĮijȦȞȓĮ Ȓ ĮȟȓȦıȘ ʌȡȠțȪȥİȚ Įʌȩ Ȓ ıȤİIJȚțȐ ȝİ IJȘȞ ʌĮȡȠȪıĮ İʌȚıIJȠȜȒ ȣʌȠıIJȒȡȚȟȘȢ, ıȣȝʌİȡȚȜĮȝȕĮȞȠȝȑȞȠȣ ȠʌȠȚȠȣįȒʌȠIJİ ȗȘIJȒȝĮIJȠȢ ĮijȠȡȐ IJȘȞ [………………………...] Ǻ. ȈIJȘȞ ǹȖȖȜȚțȒ īȜȫııĮ : This Agreement is entered into on the 9th April of 2019 between: (1) Hellenic Republic, duly represented herein by Hellenic Hydrocarbon Resources Management S.A., having its registered office at 18 Dim. Margari str., with GEMI number 13294470100 and with Fiscal Registration Number 997181327, Fiscal Authority FAE Athens, duly represented by its President and CEO exercising its rights over Hydrocarbons under Article 2.39 of the Hydrocarbons Law, hereinafter referred to as the "Lessor"; (2) Repsol Exploracion SA, a company existing under the laws of Spain, with registered office at Calle Mendez Alvaro, 44, 28045, Madrid, Spain, registration number No: A-28138873, (“Repsol"); and Hellenic Petroleum S.A., a company incorporated under the laws of Greece, with its registered office at 8A. Chimarras Street 15125 Maroussi, Greece, Registration Number 000296601000 Greece, with VAT number 094049864 ("Hellenic"); hereinafter each one referred to as the "Co-Lessee" and collectively referred to as the “Lessee”. APPROVED by the Minister of Environment & Energy, Mr. George Stathakis, in accordance with Article 2.39 of the Hydrocarbons Law. economic development of Greece and the Lessor desires that the requisite operations should be carried out in accordance with Law 2289/1995 (Government Gazette Aǯ27/08.02.1995), titled "prospecting, exploration and exploitation of hydrocarbons and other provisions” and with Presidential Decree No.127/96 (Government Gazette A’ 92/29.5.1996), titled “Lease terms of the right for exploration and exploitation of hydrocarbons”, as well as any other relevant legislation. WHEREAS the interests of the Greek economy and those of the Lessor require that the Petroleum Operations should be carried out both with diligence and in accordance with Good Oilfield Practices and the Lessee states that it possesses the technical, financial and administrative ability to successfully conduct with diligence the operations described in this Agreement, and that it desires to cooperate with the Lessor with a view to assisting it to promote the exploration and/or production of Hydrocarbons in Greece, thereby contributing to the general economic development of the country. WHEREAS the Court of Audit has issued the Act of 105/2019 Judicial Section No Fifth in respect of this Agreement. DEFINITIONS Unless the context otherwise requires, the following words and phrases have the meanings hereinafter assigned to them: “Actual Expenditure” has the meaning assigned to it in Article 3.9. "Affiliate Enterprise" means in relation to the Lessee or in relation to any Co-Lessee, a company or other legal entity, or a natural person which is, directly or indirectly Controlled by the Lessee or any Co-Lessee and any company or another legal entity or person which directly or indirectly Controls, or is Controlled by, a company or a legal entity or a natural person which Controls, or is Controlled by, the Lessee or any Co-Lessee. "Agreement" means this lease agreement including the Annexes. "Annual Work Programme and Budget" has the meaning assigned to it in Article 5.1. "Appraisal Programme" means a programme, following a Discovery of Hydrocarbons in the Contract Area, to delineate the Hydrocarbons Reservoir to which that Discovery relates in terms of thickness and lateral extent and to estimate the quantity of recoverable Hydrocarbons therein. Such a programme may include a seismic survey or Appraisal Wells drilled to a depth sufficient to penetrate the Hydrocarbons Reservoir being appraised, or both. "Appraisal Well" means a well drilled in the course of carrying out an Appraisal Programme. "Associated Natural Gas" means Natural Gas which exists in a Hydrocarbons Reservoir in solution with Crude Oil, or as commonly known gas-cap gas which overlies or is in contact with Crude Oil. "Bank Guarantee" means a payment guarantee by a first-class bank lawfully operating in the European Union with a branch or established correspondent banking relationship with a first-class bank in Athens, acceptable to the Lessor, to be provided by each Co-Lessee in proportion of its respective interest as set out in Article 1.5, substantially in the form set out in Annex F. The Lessor is entitled to call for the Bank Guarantees in accordance with the conditions of the Agreement. The Bank Guarantee for the First Phase shall take effect on the Effective Date and should 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 at least fifteen (15) days before the ratification date. "Business Day" means a day (other than a Saturday or Sunday) on which banks generally are open for business in Athens, Greece. "By-Products" has the meaning assigned to it in paragraph 2 of article 1 the Hydrocarbons Law. Effective Date to the commencement of the next Calendar Quarter and "Quarterly" shall be construed accordingly. "Calendar Year" means a period of twelve (12) Months beginning on the first (1st) day of January and ending on the thirty-first (31st) day of the following December. “Commercial Production Date” means the date on which the first commercial shipment of Crude Oil or the first regular deliveries of Natural Gas from the Exploitation Area are made. “Consent” means all such licenses and permits required to be obtained from any Governmental Authority by the Lessee. "Contract Area" means, on the Effective Date, the area described in Annex A and shown on the map in Annex B and, thereafter, that area as it may have been reduced from time to time by relinquishment or surrender in accordance with the terms and conditions of this Agreement. "Control" means, a holding of: (a) at least thirty percent (30%) of the voting share capital of a company or enterprise; or (b) the right, according to specific provisions, to appoint the management of a company or enterprise. For the purposes of Article 20 and according to paragraph 5 of article 7 of the Hydrocarbons Law, “Control” is understood to mean a holding in excess of fifty percent (50%) of share capital and "Controlled" shall be construed accordingly. "Crude Oil" means crude mineral oil, asphalt, ozokerite and all kinds of Hydrocarbons and bitumens in solid and liquid form, whether in their natural state or obtained from Natural Gas by condensation or extraction. “Data” means all field data in relation to the Contract Area, including geological, geophysical, geochemical, petrophysical, drilling, engineering and production measurements and navigation tapes, magnetic tapes, cores, cuttings and well-logs in whatever form the same are produced and maintained by the Lessee during the Petroleum Operations. “Delivery Point” means the point or points, within or outside the Contract Area, at which Hydrocarbons reach the outlet flange of the delivery facility in Greece or such other point or points agreed by the Minister and the Lessee, as specified in the approved Development and Production Programme. "Development and Production Programme" means a programme prepared by the Lessee and submitted to the Lessor pursuant to the Presidential Decree and Article 7.6. "Discovery" means the first Hydrocarbons encountered by drilling a structure where the Hydrocarbons are recoverable at the surface in a flow measurable by generally accepted international petroleum industry testing methods. Economic Area signed in Porto on 2 May 1992, as amended by the Protocol signed in Brussels on 17 March 1993. "Effective Date" has the meaning assigned in Article 33. "EIS" means the environmental impact study as provided for in the Environmental Laws. "Elementary Block" shall have the meaning assigned to it under Ministerial Decision 11/ĭ6/12657/30.06.1995 (Government Gazette Vol. B No. 615/1995). "Environmental Laws" means the legislation applicable in Greece regarding environmental matters. "Euro", "EUR" and "€" means the lawful currency of the member states of the European Union that adopt the single currency. "Exploitation Area" means an area constituting or forming part of the Contract Area that is delineated, following a commercially exploitable Discovery in accordance with paragraph (a) of Article 7.6. "Exploitation Operations" means operations pursuant to a Development and Production Programme to develop a Discovery and to carry out Hydrocarbons Exploitation. "Exploitation Stage" means the period described in Article 8.1. "Exploration Area" means the Contract Area held at any time by the Lessee during the Exploration Stage that does not include any part of the Contract Area which constitutes an Exploitation Area. "Exploration Operations" means operations conducted for the purpose of Hydrocarbon Exploration and includes operations conducted for the purpose of carrying out an Appraisal Programme. "Exploration Stage" means the period described in Article 2 of this Agreement. “Exploration Well” means any well whose purpose at the commencement of drilling is to explore for an accumulation of Hydrocarbons whose existence at that time was unproven by drilling. “First Oil Bonus” means the bonus to be paid by the Lessee to the Lessor after the production of Hydrocarbons Produced and Saved from the Contract Area first reaches a minimum average daily rate of two thousand five hundred (2,500) barrels of Crude Oil or equivalent (boe) during thirty (30) consecutive calendar days. "First Phase" means the first phase of the Basic Exploration Stage described in Article 2.1(a). producing Hydrocarbons. “Governmental Authority” means any authority exercising legislative, regulatory or administrative state functions on behalf of the State. "Hydrocarbons" has the meaning assigned to it in paragraph 1 of article 1 of the Hydrocarbons Law. "Hydrocarbons Exploitation" has the meaning assigned to it in paragraph 5 of article 1 of the Hydrocarbons Law. "Hydrocarbons Exploration" has the meaning assigned to it in paragraph 4 of article 1 of the Hydrocarbons Law. "Hydrocarbons Law" means Law No. 2289/95 entitled "prospecting, exploration and exploitation of Hydrocarbons and other provisions”. "Hydrocarbons Reservoir" means a discrete accumulation of Hydrocarbons in the subsoil. "Independent Third Party" has the meaning assigned to it in paragraph 10 of article 1 of the Hydrocarbons Law. “Law” means any law, rule, regulation, decree, statute, order, enactment, act or resolution of a Governmental Authority having effect within the State. "Minimum Expenditure Obligation" means each amount set out for, respectively, the First Phase, the Second Phase and the Third Phase pursuant to Article 3 (Lessee’s Exploration Work Commitments). “Minimum Work Programme” means the work to be performed in, respectively, the First Phase, the Second Phase and the Third Phase, pursuant to Article 3 (Lessee’s Exploration Work Commitment). "Minister" means the Minister of Environment and Energy of Greece. "Month" means a calendar month. "Natural Gas" means Hydrocarbons in gaseous form including, but not limited to, wet mineral gas, dry mineral gas, casing head gas and residue gas remaining after the extraction or separation of liquid and Hydrocarbons from wet gas and other valuable non Hydrocarbon gas. “Offshore Safety Law” means Law No. 4409/2016, entitled “Frame for the safety of the offshore hydrocarbon Exploration and Exploitation operations, adoption of the Directive 2013/30/EU and amendment of the PD 148/2009 and other provisions”. collective will of the Co-Lessees and is responsible for the day-to-day operations. The Co-Lessees hereby designate Repsol as “Operator”. "Party" means either the Lessor or the Lessee and "Parties" means the Lessor and the Lessee unless in either case this Agreement provides otherwise. "Petroleum Operations" means Exploration Operations or Exploitation Operations. “Phase” means any, or all, of the First Phase, the Second Phase or the Third Phase, as the context requires. "Presidential Decree" means the Presidential Decree No.127/1996 entitled "Lease terms of the right for exploration and exploitation of Hydrocarbons". "Proceedings" means any suit, action or proceedings arising out of, or in connection with this Agreement; "Produced and Saved" means, in respect of Hydrocarbons, Hydrocarbons produced in an Exploitation Area but does not include Hydrocarbons used in the course of production or lost, other than Hydrocarbons lost by reason of the negligence of the Lessee and the Lessee's failure to observe Good Oilfield Practices. “Proper Application” has the meaning assigned to it in Article 27.6. “Proprietary Data” means the scientific and technical data, other than the State Data and Data, and related explanatory materials related to the Data in respect of the Petroleum Operations referred to in paragraph 10 of article 7 of the Hydrocarbons Law. “Response” means a written notification from a relevant Governmental Authority to the Lessee, that a Proper Application for Consent is approved or rejected, with or without conditions. "Second Phase" means the second phase of the Basic Exploration Stage described in Article 2.1(a). "Service Document" means a writ, application, claim, summons, petition, order, award, judgment or other document relating to any Proceedings. "Sole Expert" means a registered member from: (a) the Energy Institute of London; (b) the American Petroleum Institute; or (c) the French Institute of Petroleum (IFP Energies Nouvelles), independent, reputable petroleum institute of another member state of the European Union in which Hydrocarbons are produced. "State" or “Greece” means the Hellenic Republic. “State Data” means any and all geological, geophysical, drilling, well production data, well location maps and other information held or developed by the Lessor in any form in relation to the Contract Area as well as any data acquired and/or produced under the non exclusive marine seismic data acquisition and services commenced on the 26th of October 2012 in any form in relation to the Contract Area. "Third Phase" means the third phase of the Basic Exploration Stage described in Article 2.1(a). INTERPRETATION In this Agreement, subject to any express contrary indication: (a) any reference to an Article shall be construed as a reference to an article of this Agreement and any reference to an Annex shall be to an annex to this Agreement; (b) any reference to a person shall be construed as including: (i) any person, firm, company, Governmental Authority, corporation, society, trust, foundation, government, state or agency of a state or any association or partnership (in each case whether or not having separate legal personality) of two or more of these; (ii) a reference to the successors, permitted transferees and permitted assignees of any of the persons referred to in sub-paragraph (i) above; (c) any reference to this Agreement or any other agreement or document shall be construed as a reference to this Agreement, that agreement or document as it may have been, or may from time to time be, amended, varied, novated, replaced or supplemented; (d) any reference to a law shall be construed as a reference to it as it may have been, or may from time to time be (with or without modification) amended or re-enacted and any subordinate legislation made. (e) capitalised terms used in this Agreement shall have the meaning ascribed to them in the Definitions section or elsewhere in this Agreement. 1.1 This Agreement is a lease agreement pursuant to which, in accordance with paragraph 10 of Article 2 of the Hydrocarbons Law, the State as the Lessor grants to the Lessee in accordance with the terms and conditions hereof, exclusive rights to carry out Petroleum Operations in the Contract Area. 1.2 The Lessee undertakes in accordance with the terms and conditions set out herein to at all times conduct Petroleum Operations in the Contract Area in accordance with the Law. 1.3 The costs and risks of carrying on Petroleum Operations shall be borne exclusively by the Lessee and the Lessee will have no right to recover such costs, or any part thereof, from the Lessor except as hereinafter provided in this Agreement. 1.4 Each Co-Lessee shall: (a) be jointly and severally liable in respect of the Lessee’s and the other Co-Lessees’ obligations arising under this Agreement against the Lessor and (b) hold an undivided interest, as per Article 1.5, in all of the rights and obligations under this Agreement. For the purposes of this Agreement, any reference to the term “Joint Venture” in the Hydrocarbons Law or in this Agreement means the contractual co-operation between the Co-Lessees under a joint operating agreement, without creating or implying or having the intention to create any, de jure or de facto partnership or entity with or without a separate legal personality. 1.5 The undivided interest of each Co-Lessee (expressed as a percentage of the total interests of all Co-Lessees) in the rights and obligations in this Agreement is as of the Effective Date as follows: Repsol 50% Hellenic 50% 1.6 The Lessor and the Lessee hereby expressly and unconditionally agree and accept that: (a) any contract to which the Lessor is not a contracting party, which contains terms or provisions defining the relations between the Lessee and/or the Co-Lessees and/or third parties shall not create any claim against the Lessor or amend this Agreement or regulate this Agreement in a different way; (b) any contract to which the Lessee or each Co-Lessee is not a contracting party, which contains terms or provisions defining the relations between the Lessor and third parties shall not create any claim against the Lessee and/or a Co-Lessee or amend this Agreement or regulate this Agreement in a different way; (c) the terms and provisions of the afore-mentioned contracts cannot be used as a means of interpreting this Agreement nor may they be considered to prevail in any way either in part or in whole, over this Agreement; (d) both the Lessor and the Lessee hereby simultaneously waive every right to contest, cancel and/or challenge the validity and enforceability of this clause. The “Exploration Stage” shall commence on the Effective Date and, unless this Agreement is terminated earlier in accordance with its terms, shall subsist for the periods described in this Article 2. 2.1 For a Basic Exploration Stage (a) Subject as hereinafter provided, the basic exploration stage (the "Basic Exploration Stage") shall subsist for eight (8) years. For the purposes of this Agreement, the Exploration Stage is divided into consecutive exploration Phases defined for the Contract Area as follows: First Phase: 3 years Second Phase: 3 years Third Phase: 2 years (b) Where the Lessee has, during the First Phase, fulfilled its Minimum Work Programme and Minimum Expenditure Obligation relating to that Phase in accordance with Article 3 it may, by giving notice to the Lessor, continue its Exploration Operations during the Second Phase and shall thereupon assume and during the Second Phase discharge its Minimum Work Programme and Minimum Expenditure Obligation relating to that phase set out in Article 3; (c) Where the Lessee has, during the Second Phase, fulfilled its Minimum Work Programme and Minimum Expenditure Obligation relating to that Phase in accordance with Article 3 it may, by giving notice to the Lessor, continue its Exploration Operations during the Third Phase and shall thereupon assume and during the Third Phase discharge its Minimum Work Programme and Minimum Expenditure Obligation relating to that phase set out in Article 3; (d) In the event that before the end of the First Phase or, as the case may be before the end of the Second Phase the Lessee has not given to the Lessor notice pursuant to Article 2.1(b) or, as the case may be, Article 2.1(c), the rights and obligations of the Lessee in respect of the Contract Area shall cease and, subject always to the obligations of the Lessee in respect of liabilities which have accrued under this Agreement, shall be deemed to have been terminated. (e) Upon the Lessee’s duly justified and reasonable request, in order to provide the Lessee with sufficient time to drill and/or test a well and to enable the Lessee to make a decision whether to commit to the next Phase (other than a Third Phase) in accordance with Article 2.1(b) and (c) above, a current Phase may be extended by a period up to six (6) Months, provided that the well is the subject of the Minimum Work Obligation and has been spudded prior to the end of the said Phase. If required, and upon the Lessee’s duly justified and reasonable request, the Phase may be further extended for a reasonable time period to allow drilling and/or testing operations of said well to be completed. the period of time defined for the subsequent Phase. 2.2 For an Exploration Stage Extension (a) The Lessee may, in accordance with the provisions of paragraph 3 of article 5 of the Hydrocarbons Law apply for an exploration stage extension (an "Exploration Stage Extension"). (b) It is understood and agreed between the Parties that a requirement for additional time to complete an Appraisal Programme, or where additional reserves must be located before a commercial deposit can be established, to undertake further exploration drilling, or to establish a market for Natural Gas, is a requirement falling within the scope of subparagraph (b) of paragraph 3 of article 5 of the Hydrocarbons Law. (c) If an Exploration Stage Extension is granted pursuant to paragraph 3 of article 5 of the Hydrocarbons Law, the Lessee shall provide to the Lessor a Bank Guarantee on the first day of the Exploration Stage Extension for the full amount, if any, of the shortfall being the difference between the Minimum Expenditure Obligation at the end of the Basic Exploration Stage and the Lessee’s Actual Expenditure during that stage, as defined in Article 3.9. Such Bank Guarantee will replace any existing current Bank Guarantee already provided under this Agreement. In the event that there is no such shortfall, the Lessor shall return any Bank Guarantee provided pursuant to the above promptly upon the commencement of the Exploration Stage Extension. 2.3 For a Special Exploration Stage Extension (a) Pursuant to paragraph 4 of article 5 of the Hydrocarbons Law a Special Exploration Stage Extension not exceeding eight (8) years for offshore, may be granted to the Lessee following its submission of a relevant application by resolution of the Council of Ministers on the recommendation of the Minister. Additional terms and conditions may be imposed in the resolution of the Council of Ministers, notwithstanding the provisions of this Agreement, and this Agreement shall be amended accordingly. (b) In a case where the Lessee has made: a. a Discovery in the Contract Area of non-associated gas or a Discovery of a Hydrocarbons Reservoir which cannot be exploited commercially without the exploitation of Associated Natural Gas; or Law for a Special Exploration Stage Extension, timely sufficient to enable the Lessee, before making a declaration of commerciality, to consider the construction and financing of the necessary infrastructure for the disposal of Natural Gas or as the case may be, to consider the physical and financial problems associated with the development of a deposit located in deep waters. 3.1 In discharge of its obligation to carry out Petroleum Operations in the Contract Area, the Lessee shall commence Exploration Operations within six (6) Months of the Effective Date and shall carry out the work and spend, subject to Article 3.3, not less than the sums specified in Article 3.2. 3.2 For the purpose of this Article, the Minimum Work Programme to be performed, and the corresponding Minimum Expenditure Obligations of the Lessee for each Phase of the Basic Exploration Stage, as described in Article 2, shall be as follows Minimum Work Programme Phase 1 Phase 2 Phase 3 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Firm 2D Seismic Survey New acquisition of 1,600km 2D seismic data. Reprocessing of Existing Seismic Data Seismic reprocessing of 500km 2D data 3D seismic Acquisition of 900 km2 3D seismic Other surveys Gravity/Magnetic 1,600 km line (during seismic acquisition) Other works Geological Works Environmental Studies Geological Works Environmental Studies Geological Works Environmental Studies Drilling One (1) exploration wel to a minimum tota depth of 1,400 m below Minimum Expenditure Four million two hundred thousand Euros (4,200,000) Euros Six million and two hundred thousand (6,200,000) Euros Twenty five million (25,000,000) Euros Contingent One (1) exploration well to a minimum total depth of 1,400 m below mud line 3.3 Subject to Article 3.4, the Minimum Expenditure Obligations set forth in Article 3.2 shall not, in respect of any Phase, be satisfied unless during that Phase the total Actual Expenditure attributable to the work for that Phase equals or exceeds the amount of the Minimum Expenditure Obligation for that Phase. However, if in any Phase, the Lessee has, to the