Νόμοι — ΦΕΚ A' 47/2018

(a) The amount that the Bank shall be liable to pay under this Bank Guarantee shall be reduced every Calendar Quarter by the amount of Actual Expenditure incurred by the Lessee in such period, of which the Bank shall receive notice from the Lessor. Such reduction shall take effect as from the date of the receipt of such notice by the Bank. (b) In order to facilitate the reduction in the Bank’s liability referred to in paragraph (a) above the Lessor must send, together with the notice: (i) Confirmation of the amount of reduction; and (ii) confirmation from the Lessor as to the revised amount that the Bank may be liable to pay under this Bank Guarantee. (c) No surrender by the Lessee of its rights over all or any part of the Contract Area shall relieve the Bank of any of its obligations hereunder except that, if the amount of the Minimum Expenditure Obligations as defined under paragraph (C)(ii) above for which the Lessee is or may become liable is satisfied in full prior to surrender pursuant to the terms of Article 6.1(c) of the Lease Agreement, the Bank’s liability pursuant to Clauses 1 and 2 of this Bank Guarantee shall be reduced accordingly.

This Bank Guarantee, issued on the date shown above, shall come into effect as from the date of the receipt by the Bank of a certificate signed by the Lessor stating that (i) the Lease Agreement has been ratified by the Hellenic Parliament (i.e. the Effective Date has been reached); or, (ii) the first day of the [Second] [Third] Phase according to the notification of the Lessee provided in Article [2.1.b] [2.1.c] of the Agreement or, to the extent applicable, (iii) the first day of the Exploration Stage Extension in case the Lessor has granted it following the Lessee’s application for an Exploration Stage Extension under the Lease Agreement.

The Bank’s liability under this Bank Guarantee shall not be reduced, discharged or otherwise adversely affected by: (a) any act, omission, matter or thing which would have discharged or affected the liability of the Bank had it been a principal debtor instead of a guarantor or indemnifier; or (b) anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Bank or otherwise reduce or extinguish its liability under this Bank Guarantee.

This Bank Guarantee shall expire on the date of: (a) the payment by the Bank in full of all of the amounts guaranteed hereunder; (b) the receipt by the Bank of a certificate by the Lessor, whereby the relevant Actual Expenditure shall equal or exceed the amount of the Minimum Expenditure Obligation; (c) the 120th day after the end of the [First Phase] [Second Phase] [Third Phase] [Exploration Stage Extension], save in regard to any amount that must be paid by the Bank pursuant to a Demand made as hereinbefore provided, (d) the 60th day after the date of issue of the Bank Guarantee, in case of no certificate as per Clause 5, stating that the Lease Agreement has been ratified by the Hellenic Parliament has been received by the Bank, whichever is the earliest date, whereafter, subject to paragraph (c) above, the Bank shall have no liability whatsoever under this Bank Guarantee.

Any notice required to be provided by the Lessee and the Lessor in accordance with the terms of this Bank Guarantee must be signed by a duly authorised representative of the Lessee and the Lessor, respectively.

All notices, demands and communications shall be deemed given if delivered personally, faxed or mailed by registered or certified mail (return receipt requested) or sent by internationally recognized overnight courier to the parties at the following address: (a) If to the Bank, to Mailing addresse : [………………..] Email : […………………..] Mailing address: Hellenic Hydrocarbons Resources Management S.A., 119 Mesogeion Avenue, 101 92 Athens, Greece Email: contact@greekhydrocarbons.gr Fax: +30 213 1513607 All notices, demands, requests or instructions given in accordance herewith shall be deemed given (i) on the date of delivery, if hand delivered, provided that if the delivery is on a day that is not an Athens Business Day or if delivery is made after 15:00, such delivery is deemed to have been made on the next Athens Business Day, (ii) on the same business day when sent by facsimile during regular business hours at the place of delivery or on the next business day after transmission if sent by facsimile after regular business hours at the place of delivery, in each case if the facsimile machine generates a transmission confirmation report that the notice, request or instruction was successfully transmitted to the receiver’s facsimile number, (iii) ten (10) Athens Business Days after the date of mailing, if mailed by registered or certified mail, return receipt request, and (iv) seven (7) Athens Business Days after the date of sending, if sent by internationally recognized overnight courier.

The Bank hereby expressly and irrevocably waives any rights arising from Articles 852, 853, 855, 856, 857, 862, 863, 864, 866, 867 and 868 of the Greek Civil Code or other right to query a Demand given in accordance with this Bank Guarantee or any right it may have to require the Lessor (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against the Lessee, or any Co-Lessee or any other person, before claiming from the Bank under this Bank Guarantee and shall forthwith pay the amount claimed by the Lessor.

This Bank Guarantee shall be governed by and construed in accordance with the Greek Law and any dispute arising under this Bank Guarantee shall be resolved by the courts of Athens.

The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this Bank Guarantee will not affect the validity, legality and enforceability of the remaining part of the Bank Guarantee. Date: [……..] Whereas, - The unincorporated consortium constituted by Total E&P Greece BV, Hellenic Petroleum SA and Edison International Spa (the “Consortium”), has participated in the Call for Tenders “2nd International Licensing Round 2014 for the exploration for and exploitation of hydrocarbons Offshore Greece” (the “Licensing Round”) and has filed an offer for the Block 2 nominating TOTAL E&P Greece BV as the Operator; - The Ministerial Decision (MD) n°5041/25.10.2016 has appointed the Consortium as the preferred bidder for Block 2 in this Licensing Round; - The Consortium, in its capacity as Lessee, and the Ministry of Environment & Energy of the Hellenic Republic (the “Ministry” or the “Lessor”), in its capacity as Lessor, shall enter into the Lease Agreement according to the terms described thereon (the “Agreement”); - Unless otherwise defined, capitalised terms used but not defined in this support letter shall have the meaning ascribed to them in the Agreement.

[Total S.A.] declares as follows: (i) [Total S.A.] is a private company registered under the laws of France under number 542051180 RCS Nanterre; (ii) [Total E&P Greece BV] is a wholly owned Affiliate Enterprise of [Total S.A.];

In accordance with the requirement of Article 28.1 of the Agreement, [Total S.A., the ultimate Parent Company] of [Total E&P Greece BV], acknowledges being fully cognizant of the extent of the obligations contracted by [Total E&P Greece BV] in its capacity as Co-Lessee toward the Lessor in relation to the Petroleum Operations under the Agreement and hereby undertakes toward the Lessor: - To provide technical, human resources and professional services and assistance to [Total E&P Greece BV] to enable it to perform its obligations under the Agreement; and - To make available or cause to be available to [Total E&P Greece BV] the financial means to enable it to perform its obligations under the Agreement relating to the Exploration Stage and Exploitation Stage in proportion of the

The Ministry acknowledges that it has received concomitantly with this support letter a satisfactory Bank Guarantee from [BANK] (the “Bank”) covering [Total E&P Greece BV] obligations: (i) to perform the “Minimum Work Programme” as defined in Article 3 of the Agreement; and (ii) to satisfy the “Minimum Expenditure Obligations” as defined in Article 3 of the Agreement (the “Bank Guarantee”); Such Bank Guarantee shall be counter guaranteed to the Bank by [Total S.A.] under an instruction letter issued to the Bank. Therefore the Lessor undertakes not to (i) make any demand against, or (ii) claim from [Total S.A.] any amount in relation to the obligations of [Total E&P Greece BV] referred to in the Bank Guarantee.

The maximum aggregate responsibility of [Total S.A.] for the undertakings set in article 2 of this support letter shall not exceed: a) During the Exploration Stage: (i) the amount of [seven million (7,000,000) Euros] for the First Phase; (ii) the amount of [eighteen million (18,000,000) Euros] for the Second Phase; and (iii) the amount of [eighteen million (18,000,000) Euros] for the Third Phase. Being specified that all claims in relation to any Phase must be made strictly within the time-limits of such Phase as defined in the Agreement. b) During the Exploitation Stage: an amount to be agreed between the Lessor and [Total S.A.] within sixty (60) Days from which is the earlier of Lessor’s approval of the Development and Production Programme or, as the case may be, of the Sole Expert’s opinion given as per Article 7.9.

[Total S.A.] shall procure that [Total E&P Greece BV] effects and maintains insurance coverage for the Petroleum Operations in both the Exploration Stage and Exploitation Stage, as set out in Article 9.2.(g) of the Agreement. Παραγγέλλομε τη δημοσίευση του παρόντος στην Εφημερίδα της Κυβερνήσεως και την εκτέλεσή του ως νόμου του Κράτους. Αθήνα, 14 Μαρτίου 2018 Ο Πρόεδρος της Δημοκρατίας ΠΡΟΚΟΠΙΟΣ Β. ΠΑΥΛΟΠΟΥΛΟΣ Οι Υπουργοί Εργασίας, Κοινωνικής Ασφάλισης Εσωτερικών Εθνικής Άμυνας και Κοινωνικής Αλληλεγγύης ΠΑΝΑΓΙΩΤΗΣ ΣΚΟΥΡΛΕΤΗΣ ΠΑΝΑΓΙΩΤΗΣ ΚΑΜΜΕΝΟΣ ΕΥΤΥΧΙΑ ΑΧΤΣΙΟΓΛΟΥ Εξωτερικών Οικονομικών Πολιτισμού και Αθλητισμού ΝΙΚΟΛΑΟΣ ΚΟΤΖΙΑΣ ΕΥΚΛΕΙΔΗΣ ΤΣΑΚΑΛΩΤΟΣ ΛΥΔΙΑ ΚΟΝΙΟΡΔΟΥ Αναπληρωτής Υπουργός Ναυτιλίας Περιβάλλοντος και Ενέργειας Περιβάλλοντος και Ενέργειας και Νησιωτικής Πολιτικής ΓΕΩΡΓΙΟΣ ΣΤΑΘΑΚΗΣ ΣΩΚΡΑΤΗΣ ΦΑΜΕΛΛΟΣ ΠΑΝΑΓΙΩΤΗΣ ΚΟΥΡΟΥΜΠΛΗΣ Θεωρήθηκε και τέθηκε η Μεγάλη Σφραγίδα του Κράτους. Αθήνα, 14 Μαρτίου 2018 Ο επί της Δικαιοσύνης Υπουργός