Lietuvos Respublikos įstatymas dėl koncesijos suteikimo ir Lietuvos Respublikos esminių turtinių įsipareigojimų prisiėmimo Visagino branduolinės (atominės) elektrinės projekte

(A)      Clauses 1 (Definitions and Interpretation), 6.2 (PCO Responsibilities), 6.3 (Enforcement of PCO and Strategic Investor Obligations), 7.2 (RoL Responsibilities), 7.3 (RoL Nominee), 8.1 (Changes to the Shareholders' Agreement), 11.1.3 (Project Management), 11.3.2 (Notification of a decision not to proceed to any further LNTP phase), 11.4.2 (Notification of taking FID), 13 (Confidentiality), 14 (Publicity), 15.1, 15.2, 15.3 (Nuclear), 16 (Liability), 17 (Damages are Insufficient Compensation and Equitable Remedies are to be Available), 19 (Application of Clauses 19 to 26 Inclusive: Termination), 20.3 (Consequences of a RoL Event), 20.4 (Mitigation following a RoL Event), 21.3 (Consequences of a PCO Default), 21.4 (Other Consequences of Termination for PCO Default), 23.1 (Termination by Agreement of the Parties), 23.4 (RoL Call Option on Non-Default Termination), 23.5 (Consequences of Non-Default Termination), 24 (Damages for Termination), 25 (RoL's Third Party Rights under the Shareholders' Agreement), 26 (RoL Event Mandatory Transfer of Shares), 28.1.3 (Warranties), 29 (Force Majeure), 30 (Assignment), 32 (Shareholder Put Option), 33 (Notices), 34 (Entire Agreement), 35 (Variation and Waiver), 37 (Severability), 38 (Costs and Expenses), 39 (Interest to Run on Default), 40 (Contracts (Rights of Third Parties) Act), 41 (No Partnership/Agency), 43 (Language), 44 (Governing Law), 45 (Dispute Resolution and Arbitration) and 46 (Sovereign Immunity Waiver); and

(B)       any other provisions of this Concession Agreement which expressly survive termination of the Concession Agreement or which are required to give effect to such termination or the consequences of such termination;

27.1.2           save as expressly provided in this Concession Agreement, upon termination of this Concession Agreement (for whatever cause) any accrued rights or obligations to which the Parties may be entitled or be subject to before the date of such termination will remain in full force and effect; and

27.1.3           save as provided for in this Clause 27 (Survival, Rights and Obligations), all rights and obligations of each Party under this Concession Agreement will cease and be of no further force or effect upon termination of this Concession Agreement.

27.2     Strategic Investor's rights and obligations cease

Notwithstanding any other provision of this Concession Agreement (including any provision that provides for termination of any rights or obligations of any Party), if the Strategic Investor's rights and obligations under this Concession Agreement are terminated (including, for the avoidance of doubt, as a result of a repudiatory breach) under Clause 22.2 (Termination of the Strategic Investor's rights and obligations) or Clause 23.3 (Termination in respect of the Strategic Investor due to Strategic Investor exit from Shareholding):

27.2.1           this Clause 27.2 and the following provisions of this Concession Agreement (and any defined terms, Clauses and/or Schedules, Appendices and Annexes referred to in them and/or necessary in order to give effect to them) including all rights and obligations of the Strategic Investor arising under those provisions will survive:

(A)      Clauses 1 (Definitions and Interpretation), 6.2 (PCO Responsibilities), 6.3 (Enforcement of PCO and Strategic Investor Obligations), 7.2 (RoL Responsibilities), 7.3 (RoL Nominee), 13 (Confidentiality), 14 (Publicity), 15.1, 15.2, 15.3 (Nuclear), 16 (Liability), 17 (Damages are Insufficient Compensation and Equitable Remedies are to be Available), 19 (Application of Clauses 19 to 26 Inclusive: Termination), 20.3 (Consequences of a RoL Event), 22.3 (Consequences of Termination), 23.5 (Consequences of Non-Default Termination), 24 (Damages for Termination), 25 (RoL's Third Party Rights under the Shareholders' Agreement), 26 (RoL Event Mandatory Transfer of Shares), 28.1.3 (Warranties), 29 (Force Majeure), 30 (Assignment), 32 (Shareholder Put Option), 33 (Notices), 34 (Entire Agreement), 35 (Variation and Waiver), 37 (Severability), 38 (Costs and Expenses), 39 (Interest to Run on Default), 40 (Contracts (Rights of Third Parties) Act), 41 (No Partnership/Agency), 43 (Language), 44 (Governing Law), 45 (Dispute Resolution and Arbitration) and 46 (Sovereign Immunity Waiver); and

(B)       any other provisions of this Concession Agreement which expressly survive termination of the Concession Agreement in respect of the Strategic Investor's rights and obligations or which are required to give effect to such termination or the consequences of such termination;

27.2.2           save as expressly provided in this Concession Agreement, upon termination of this Concession Agreement in respect of the Strategic Investor's rights and obligations (for whatever cause) any accrued rights or obligations to which the Parties may be entitled or be subject to before the date of such termination will remain in full force and effect; and

27.2.3           save as provided for in this Clause 27.2 (Survival, Rights and Obligations), all rights and obligations of the Strategic Investor under this Concession Agreement will cease and be of no further force or effect upon termination of this Concession Agreement in respect of the Strategic Investor's rights and obligations only.

28.1

28.1.1           Each Party represents, warrants and undertakes to the other Parties that, as at the Concession Date and the Investment Date (but, in respect of the PCO only, subject to the PCO obtaining any necessary Consents or third party approvals (including approvals of the Shareholders) required either by Law, this Concession Agreement or the Shareholders' Agreement to exercise its rights or comply with its obligations under this Concession Agreement):

(A)      it has the legal right and full power and authority to enter into, and exercise its rights and perform its obligations under, this Concession Agreement;

(B)       save as provided for in this Concession Agreement, all actions required by it to authorise the execution and delivery of, and to exercise its rights and perform its obligations under, this Concession Agreement have been duly taken and this Concession Agreement shall constitute binding obligations upon it;

(C)       the execution and delivery of, and the exercise by it of its rights, and the performance by it of its obligations, under this Concession Agreement do not and shall not:

(1)       constitute a default under any provision of any agreement or instrument to which it is a party;

(2)       result in a breach of any provision of its memorandum or articles of association (or equivalent documents); or

(3)       result in a breach of any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which it is bound; and

(D)      save as provided in, or obtained prior to the execution of, this Concession Agreement, no Consent of any government agency or other person is required by it for entry into this Concession Agreement.

28.1.2           Subject and without prejudice to Clause 16.5.9(A), the RoL represents and warrants that:

(A)      on the Concession Date and each day after the Concession Date (by reference to the facts and circumstances then existing), the Strategic Investor has been selected, the Concession has been awarded and this Concession Agreement has been entered into and/or awarded (as appropriate);

(B)       on each of the dates on which each Ancillary Contract is entered into and each day thereafter (by reference to the facts and circumstances then existing) (as applicable for each Ancillary Contract), each Ancillary Contract has been entered into and/or awarded,

by the RoL and the PCO in full compliance with all applicable Law and procedures relating to procurement and competitive bidding and the RoL acknowledges that the PCO and the Strategic Investor enter into this Concession Agreement and undertake the Project in reliance on this repeating representation and warranty.

28.1.3           The RoL:

(A)      represents and warrants on the Concession Date and on each day after the Concession Date (by reference to the facts and circumstances then existing) that the central bank of Lithuania (Lietuvos bankas) has a different legal and juridical personality from that of the RoL such that its assets are not available for the satisfaction of any successful claim against the RoL; and

(B)       undertakes that it shall not transfer any of the RoL's assets to the central bank of Lithuania (Lietuvos bankas) for the sole purpose of avoiding such assets being available for the satisfaction of any Claim against it.

29.1     Performance of Obligations

Subject to Clause 29.2 (Notification and Mitigation), if an Affected Party is, or could reasonably be expected to be, materially hindered, prevented or delayed from performing any of its obligations under this Concession Agreement (other than an obligation to pay any sum due) by reason of a Force Majeure Event or the consequences of that Force Majeure Event, such obligations shall be suspended (to the extent affected) for a period equal to the duration of the Force Majeure Event and its consequences.

29.2     Notification and Mitigation

29.2.1           The Affected Party shall, promptly on becoming aware of a Force Majeure Event, notify the other Parties of:

(A)      the nature of the Force Majeure Event relied on;

(B)       the estimated effect of the Force Majeure Event on the Affected Party's ability to perform its obligations under this Concession Agreement (including any effect on the Affected Party's ability to achieve any key dates or milestones under this Concession Agreement);

(C)       any action proposed to mitigate its effect; and

(D)      the period for which it is estimated the Force Majeure Event and its consequences will continue.

29.2.2           As soon as reasonably practicable following notification pursuant to Clause 29.2.1, the Parties shall consult with each other and use all reasonable endeavours to agree whether any extension(s) of time in relation to any key dates or milestones under this Concession Agreement are required (having regard to the nature of the Force Majeure Event and its consequences and their effect on performance of the relevant obligations) and, if so, what the extension(s) will be, and appropriate arrangements to mitigate the effects of the Force Majeure Event and its consequences and facilitate the resumption of any affected obligations. If the Parties cannot agree on any of the foregoing matters, the issue can be referred by any Party to the Dispute Resolution Procedure for determination.

29.2.3           The Affected Party shall:

(A)      use all reasonable endeavours to minimise the effects of the Force Majeure Event on the performance of its obligations under this Concession Agreement;

(B)       provide to the non‑Affected Party written reports as often as reasonably required by the non‑Affected Party containing information as to the circumstances of the Affected Party's progress in minimising the effects of the Force Majeure Event and indicating when it is estimated that performance of any affected obligations will resume;

(C)       so far as is reasonably practicable, provide any information relating to the Force Majeure Event and its effects as any other Party may reasonably request; and

(D)      (without prejudice to any applicable law and/or Regulatory Requirement) make any alternative arrangements for resuming the performance of its obligations as may be practicable without incurring material additional expense.

29.2.4           Where the Affected Party is the PCO, the PCO shall at all times during which a Force Majeure Event is subsisting take all steps reasonably necessary in accordance with Good Industry Practice to overcome or minimise the consequences of the Force Majeure Event.

29.2.5           If the RoL or the Strategic Investor is the Affected Party, it shall at all times during which a Force Majeure Event is subsisting take all steps reasonably necessary to overcome or minimise the consequences of the Force Majeure Event.

29.2.6           As soon as reasonably practicable after the cessation of the consequences of a Force Majeure Event, the Affected Party shall notify the other Parties that the Force Majeure Event has ended and (without prejudice to any applicable law, including any Regulatory Requirements) shall resume the full performance of its obligations under this Concession Agreement as soon as is reasonably practicable (subject to any agreement or, if necessary, further agreement pursuant to Clause 29.2.7, between the Parties as to the extension(s) of time, having regard to the nature of the Force Majeure Event and its effect on performance of the relevant obligations).

29.2.7           If any extension of time has been agreed or determined pursuant to Clause 29.2.2 and, following the cessation of the consequences of the Force Majeure Event, any of the Parties consider that the duration of the extension of time should be revisited and extended further, the Parties shall consult each other and use all reasonable endeavours to agree what the extension(s) of time in relation to any key dates or milestones should have been and, if the Parties cannot agree on what any extension(s) of time should have been, the issue can be referred by any Party to the Dispute Resolution Procedure for determination.

29.2.8           For the avoidance of doubt, save to the extent stipulated in this Clause 29 (Force Majeure), no Party shall be released from any of its obligations under this Concession Agreement as a result of the occurrence of a Force Majeure Event (subject to any agreement between the Parties as to the extension(s) of time, having regard to the nature of the Force Majeure Event and its effect on performance of the relevant obligations).

30.1     The RoL may not assign (whether absolutely or by way of security and whether in whole or in part), transfer, pledge (įkeitimas), mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of, or rights under, this Concession Agreement (each of the above a "dealing") without the prior written consent of each of the Strategic Investor and the PCO and any purported dealing in contravention of this Clause 30 (Assignment) shall be ineffective.

30.2     Subject to Clause 30.5, the PCO may not assign (whether absolutely or by way of security and whether in whole or in part), transfer, pledge (įkeitimas), mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of, or rights under, this Concession Agreement (each of the above a "dealing") without the prior written consent of the RoL and any purported dealing in contravention of this Clause 30 (Assignment) shall be ineffective.

30.3     Subject to Clause 30.5, the Strategic Investor may not assign (whether absolutely or by way of security and whether in whole or in part), transfer, pledge (įkeitimas), mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of, or rights under, this Concession Agreement (each of the above a "dealing") without the prior written consent of the RoL (subject to the compliance by the RoL with Clause 30.4), and any purported dealing in contravention of this Clause 30 (Assignment) shall be ineffective.

30.4     Prior to giving its consent under Clause 30.3, but without prejudice to Clause 30.5, the RoL shall seek the consent of the PCO to the proposed dealing by the Strategic Investor (and any consent purported to be given by the RoL under Clause 30.3 shall be ineffective if the consent of the PCO is not so obtained).

30.5     The RoL hereby consents to any assignment (by way of security) or the grant of other security interests to a Financier of the benefit, or rights, of the Strategic Investor and/or the PCO under this Concession Agreement. The RoL agrees that, if so requested by the Strategic Investor and/or the PCO (each acting reasonably), it will enter into discussions in relation to direct agreements with applicable Financiers of, or direct or indirect equity investors in, the Strategic Investor and/or the PCO.

30.6     The terms of this Concession Agreement shall be binding on any permitted successors and assigns and shall inure to the benefit of and be enforceable by the other Parties and their respective permitted successors and assigns.

31.1     Restriction

The PCO undertakes to the RoL not to register a transfer of Shares by a Shareholder unless the intended transferee either:

31.1.1         has been approved by the Strategic Companies Commission in relation to the National Security Criteria if such approval is required by applicable Law; or

31.1.2         is the RoL (or a RoL Nominee).

31.2     Rights granted to the RoL in relation to Share Transfer and Prohibited Change of Control under the Shareholders' Agreement

31.2.1         The Parties acknowledge the option granted in the Shareholders' Agreement to the RoL (as a third party) to acquire the Shareholder's Interests of a Shareholder in the event that a Prohibited Change of Control affects such a Shareholder.

31.2.2         The Parties further acknowledge that, pursuant to the Shareholders' Agreement and if required by applicable Law from time to time, a Shareholder intending to transfer any of its Shares (a "Transferring Shareholder") shall be required to promptly notify:

(A)      the PCO and provide it with all relevant information of the intended transfer for the PCO to notify the Strategic Companies Commission by means of a SCC Transfer Notice; and

(B)       the RoL of the intended transfer by means of a related Transfer Notice, which shall include the Transfer Price.

31.3     Review and determination of proposed transfer against National Security Criteria

Upon receipt of an SCC Transfer Notice by the Strategic Companies Commission, delivered pursuant to and satisfying the information requirements of the Shareholders' Agreement and applicable Law, the RoL shall use its reasonable endeavours to procure that the Strategic Companies Commission:

31.3.1         considers without delay whether the National Security Criteria are satisfied in relation to the transferee identified in the SCC Transfer Notice; and

31.3.2         notifies its decision to the Transferring Shareholder as soon as reasonably practicable and in any event not later than within two (2) Months of receipt of the SCC Transfer Notice (or such shorter period as required by Law).

31.4     Strategic Investor transfer of ownership restrictions

31.4.1         The Strategic Investor shall procure that:

(A)      it remains an Associated Company of Hitachi, Ltd.;

(B)       no person owns (disregarding any security interest granted by any person) directly or indirectly the shares of the Strategic Investor in issue from time to time unless such person is one or more of:

(1)       Hitachi, Ltd. or an Associated Company of Hitachi, Ltd.;

(2)       a Japanese Company;

(3)       an American Company;

(4)       an EPC Sub-Contractor; or

(5)       a person to whom the RoL has consented in writing in advance,

provided that in the case of (3) and (4) above, the relevant person is not, at the date on which it first owns (disregarding any security interest granted by any person) directly or indirectly any shares of the Strategic Investor, a member of a Restricted Group,

where for the purposes of this Clause 31.4 (Strategic Investor transfer of ownership restrictions):

"Japanese Company"

means a company, body corporate or other legal person of any kind formed under the laws of Japan and at least one of its headquarters, principal place of business, or place of central management and control is situated in Japan, together with any wholly-owned direct or indirect subsidiaries thereof;

"American Company"

means a company or body corporate or other legal person of any kind formed under the laws of any of the States of the United States of America or the District of Columbia and at least one of its headquarters, principal place of business, or place of central management and control is situated in the United States, together with any wholly-owned direct or indirect subsidiaries thereof;

"EPC Sub-Contractor"

means any person who is or is anticipated to be (i) a party to a contract with the EPC Contractor in connection with the Project and provides, pursuant to such contract, material work, goods or services to the EPC Contractor in connection with the Project; (ii) an Associated Company of a person covered by (i) above; or (iii) a direct or indirect supplier of material work, goods or services to a person covered by either (i) or (ii) above (material work, goods or services being that which has, or is anticipated to have, a value in excess of €50,000,000);

"Restricted Group"

means an Ultimate Holding Company and each of its Associated Companies the principal business activity of which (taken together) is generating, supplying, transmitting or distributing electricity, regardless in each case of the geographical location in which any such activities are carried out; and

"Ultimate Holding Company"

means a body corporate which does not have a holding company (where holding company has the meaning given to it in section 1159 of the Companies Act 2006).

31.4.2         The Strategic Investor undertakes not to register any transfer of Strategic Investor Shares by any Strategic Investor Shareholder if it is aware, after due enquiry, that such transfer would constitute a breach by it of Clause 31.4.1. The Strategic Investor shall, within twenty (20) Business Days of receiving a written request from the RoL, provide the RoL with a certified copy of the register of members (akcininkų asmeninių vertybinių popierių sąskaitos) of the Strategic Investor.

32.1     National Security Criteria Put Option

32.1.1         If the Strategic Companies Commission determines that a proposed transferee identified to it in an SCC Transfer Notice does not satisfy the National Security Criteria (and a refusal by the Strategic Companies Commission to determine or a failure by the Strategic Companies Commission to make a determination within two (2) months of receipt of the SCC Transfer Notice shall be considered to be a determination that a proposed transferee does not satisfy the National Security Criteria), but in each case either:

(A)      the proposed transferee is a Shareholder;

(B)       the Contractual National Security Criteria are satisfied; or

(C)       a determination is made under the Dispute Resolution Procedure that the Contractual National Security Criteria are satisfied,

then subject to each Shareholder's pre-emption right in the Shareholders' Agreement, the RoL shall, within two (2) Months of (i) the determination of the Strategic Companies Commission in the case of (A) or (B), and (ii) the determination under the Dispute Resolution Procedure in the case of (C), offer to purchase from the Transferring Shareholder on the same terms as those specified in the related Transfer Notice (including the Transfer Price), all the Transferring Interest in respect of which any pre-emption rights of any Shareholders have not been exercised in accordance with the Shareholders' Agreement (the "RoL NSC Offer"). Where the RoL fails to make a RoL NSC Offer to a Transferring Shareholder in respect of such whole or partial Transferring Interest within two (2) Months of the relevant determination, the RoL shall be deemed to have made a RoL NSC Offer to such Shareholder immediately upon the expiry of that two (2) Month period.

32.1.2         The remaining provisions of this Clause 32.1 (National Security Criteria Put Option) are subject to the Transferring Shareholder providing notice to the RoL that it either accepts or rejects the RoL NSC Offer (a "Transfer Decision Notice") within twenty (20) Business Days of the date of the RoL NSC Offer ("Transfer Decision Period").

32.1.3         If the Transferring Shareholder has provided the RoL with a Transfer Decision Notice during the Transfer Decision Period accepting the RoL NSC Offer, the RoL shall, within ten (10) Business Days of the service of the Transfer Decision Notice pay the Transfer Price to the Transferring Shareholder subject to:

(A)      the Transferring Shareholder having completed the transfer of its Transferring Interest to the RoL (or the RoL Nominee) in accordance with the Shareholders' Agreement; or

(B)       where the Transferring Shareholder's ability to transfer its Shareholder's Interest to the RoL (or the RoL Nominee) cannot be completed in accordance with the Shareholders' Agreement owing to an Encumbrance (save an Encumbrance voluntarily entered into) or a regulatory impediment, such Transferring Shareholder has delivered to the RoL a duly executed deed of the Transferring Shareholder declaring and settling its Shareholder's Interest on trust for RoL (or the RoL Nominee) until such time as a transfer of its Shareholder's Interest to the RoL (or the RoL Nominee) can be completed.

32.1.4         If the Transferring Shareholder does not give a Transfer Decision Notice during the Transfer Decision Period, or the Transferring Shareholder gives a Transfer Decision Notice during the Transfer Decision Period rejecting the RoL NSC Offer, the RoL NSC Offer shall lapse and the RoL shall be under no obligation to purchase or offer to purchase such Transferring Interest from the Transferring Shareholder.

32.1.5         The PCO shall take such action within its power as may be required to give effect to the provisions of this Clause 32 (Shareholder Put Option).

32.1.6         Without prejudice to any other rights or remedies, either pursuant to this Concession Agreement or otherwise, including in respect of fraud, in the event that within six (6) Months from the date of a transfer of a Transferring Interest to the RoL pursuant to this Clause 32 (Shareholder Put Option) it transpires that any of the Contractual National Security Criteria have not been satisfied, the Parties agree that the relevant Transferring Shareholder, at the option of the RoL, shall be required by the Shareholders' Agreement to re-acquire the Transferring Interest at the Transfer Price plus interest calculated in accordance with Clause 39 (Interest to Run on Default) from the date that the original Transfer Price was paid to the Transferring Shareholder in accordance with this clause.

33.1     Notices in Writing

Unless permitted to be sent, and sent, by email under Clause 33.2 (Notices by Email), any notice under and in connection with this Concession Agreement:

33.1.1         shall be in writing and shall be in the English language;

33.1.2         shall be left at the address of the addressee or sent by pre-paid recorded delivery to the address of the addressee or sent by facsimile to the facsimile number of the addressee in each case which is specified in this Clause 33.1.2 in relation to the Party to whom the notice is addressed, and marked for the attention of the person so specified and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with Clause 33.3 (Change in Notice Details). For the purposes of this Clause 33.1.2, the relevant details of each Party at the Concession Date are:

RoL

Address:

Facsimile:

Attention:

Strategic Investor

Address:

Facsimile:

Attention:

PCO

Address:

Facsimile:

Attention:

33.1.3         shall, in the absence of evidence of earlier receipt, take effect from the time that each notice is deemed to be received which, subject to Clause 33.1.4, shall be deemed to be:

(A)      in the case of a notice left at the address of the addressee, upon delivery at that address;

(B)       in the case of a posted letter, on the fifth (5th) Calendar Day after posting if posted within the European Union or on the fourteenth (14th) Calendar Day after posting if posted from/to outside the European Union; and

(C)       in the case of a facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient provided that a confirmatory copy of such facsimile has been sent by post in accordance with this Clause 33.1 within twenty-four (24) hours of such transmission; and

33.1.4         which are received or deemed to be received under Clause 33.1.3 on a Calendar Day which is not a Business Day, or after 5.00 pm on any Business Day, shall be deemed to be received at 9.00 am on the following Business Day. References to time in this Clause 33.1.4 are to local time in the country of the addressee.

33.2     Notices by Email

33.2.1         Any notification or provision of information pursuant to Clauses 12.1 and 12.2 (Regulatory Interface) shall be permitted (but not required) to be sent by email.

33.2.2         If a notice, as permitted by Clause 33.2.1, is sent by email it shall be in the English language and shall be sent from and to the following representatives of the Parties only at the email address which is specified in this Clause 33.2.2. For the purposes of this Clause 33.2.2, the relevant details of each Party as at the Concession Date are:

RoL

Name/Position/Department:

Email address:

Strategic Investor:

Name/Position/Department:

Email address:

PCO:

Name/Position/Department:

Email address:

33.2.3         Any notice given by email under this Clause 33.2 (Notices by Email) shall, subject to Clause 33.2.4, be deemed to be received when the email is first stored in the recipient's email box. The place of receipt of the email shall be deemed to be the postal address nominated by the recipient Party in Clause 33.1.2.

33.2.4         Any notice given by email under this Clause 33.2 (Notices by Email) which is deemed to be received in accordance with Clause 33.2.3 on a Calendar Day which is not a Business Day, or after 5 p.m. on any Business Day, shall be deemed to be received at 9.00am on the following Business Day. References to time in this Clause 33.2.4 are to local time in the country of the place of receipt.

33.3     Change in Notice Details

Each Party undertakes to notify the other Parties by notice served in accordance with Clause 33.1 (Notices in Writing) if the addressee, address, facsimile number or email address (as applicable) specified in Clauses 33.1.2 and/or 33.2.2 is no longer appropriate and to provide new replacement details for the service of notices. The new details provided under this Clause 33.3 shall, in respect of each of the other Parties individually, be deemed to replace the details listed at Clauses 33.1.2 and/or 33.2.2 (as applicable) from the date of receipt of the notice by that other Party.

33.4     Communication with the RoL

Any communication or document to be made or delivered to the RoL in accordance with this Concession Agreement shall be sent to the MoE which, subject and without prejudice to the foregoing provisions of this Clause 33 (Notices), shall be deemed to have received and accepted such communication or document on behalf of the RoL.

34.1     Without prejudice to any terms of the exclusivity arrangement referred to in Recital (C) which are expressed to remain in force following termination of that arrangement, each of the Parties to this Concession Agreement confirms that this Concession Agreement and the applicable terms of the Shareholders' Agreement represents the entire understanding between the three of them, and constitutes the whole agreement between the three of them, in relation to the subject matter of the Concession and supersedes any previous agreement between the Parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing.

34.2     Each Party confirms that:

34.2.1         in entering into this Concession Agreement it has not relied on any representation, warranty, assurance, covenant, indemnity, undertaking or commitment which is not expressly set out in this Concession Agreement; and

34.2.2         in any event, without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement or any rights and remedies under any Investment Protection Treaty, the only rights or remedies in relation to any representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with the Concession are pursuant to this Concession Agreement, and for the avoidance of doubt and without limitation, no Party has any other right or remedy (whether by way of a claim for contribution or otherwise) in tort (including negligence) or for misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in, this Concession Agreement).

35.1     The Parties may vary this Concession Agreement at any time provided that the variation is set out in writing and is signed by or on behalf of each of the Parties to this Concession Agreement. The expression "variation" includes any variation, supplement, deletion or replacement, however effected.

35.2     Except as otherwise expressly provided in this Concession Agreement, the rights and remedies of the Parties will not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence by any other Party or by anything whatsoever except a specific waiver or release in writing and any such waiver or release will not prejudice or affect any other rights or remedies of the Parties. No single or partial exercise of any right or remedy will prevent any further or other exercise thereof or the exercise of any other right or remedy.

35.3     For the avoidance of doubt, on and following a termination of the rights and obligations of the Strategic Investor in accordance with Clauses 22.2 (Termination of the Strategic Investor's rights and obligations) or 23.3 (Termination in respect of the Strategic Investor due to Strategic Investor exit from Shareholding), the agreement of the Strategic Investor is required for any variation of any of the provisions referred to in Clause 27.2 (Strategic Investor's rights and obligations cease).

This Concession Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when so executed and delivered will be an original, but all the counterparts will together constitute one and the same instrument.

If any provision or part of this Concession Agreement is void or unenforceable due to any applicable law it will be deemed to be deleted and the remaining provisions of this Concession Agreement will continue in full force and effect. If any invalid, unenforceable or illegal provision of this Concession Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary agreed between the Parties to make it legal, valid and enforceable.

Without prejudice to Clause 24 (Damages for Termination) each Party shall meet its own costs and expenses, including fees and expenses of its legal advisers, incurred in the preparation of this Concession Agreement.

If any Party fails to pay any amount due and payable by it under this Concession Agreement or under any judgment or award in connection with this Concession Agreement, that Party shall, in addition to such amount, be liable to pay to the Party or Parties to whom the same was due, interest (which shall accrue from Calendar Day to Calendar Day) on such overdue amount from the due date until the date of actual payment, after as well as before judgment or award, at EURIBOR plus four and a half per cent (4.5%) per annum.

40.1     With the exception of the rights of:

40.1.1         any Third Party Nuclear Indemnified Party to enforce the terms set out in Clauses 15.1 and 15.2 (Nuclear);

40.1.2         any member of the Hitachi, Ltd. Group, GE-Hitachi Nuclear Energy Americas LLC and Global Nuclear Fuel-Americas, LLC to enforce the terms set out in Clause 13.12 (Third Party Loss);

40.1.3         any Third Party Shareholder (as an Exiting Shareholder) to enforce the terms set out in:

(A)      Clause 16.5.1 (Breach of Warranty);

(B)       Clauses 20.2.2, 20.2.3 and 20.2.4 (Termination for a RoL Event); and

(C)       Clause 26 (RoL Event Mandatory Transfer of Shares);

40.1.4         Global Nuclear Fuel – Americas, LLC and any Associated Company of the Strategic Investor which is a party to an Ancillary Contract to enforce the terms set out in Clause 16.5.3 (Breach of Warranty); and

40.1.5         any Third Party Shareholder (as a Transferring Shareholder) to enforce the terms set out in Clause 32 (Shareholder Put Option),

and subject to Clauses 40.2 and 40.4 below, no term of this Concession Agreement is enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a Party.

40.2     Save where any proposed amendment would affect the rights of the Shareholders (as Exiting Shareholders or Transferring Shareholders) in Clause 26 (RoL Event Mandatory Transfer of Shares) or Clause 32 (Shareholder Put Option), the consent of any Third Party shall not be required for any amendment to, or rescission of, this Concession Agreement.

40.3     For the avoidance of doubt, and notwithstanding any termination of the Strategic Investor's rights and obligations hereunder, where this Concession Agreement provides a right for a Shareholder, the Strategic Investor shall be entitled to enforce such right as a Party to this Concession Agreement and not as a Third Party under the Contract (Rights of Third Parties) Act 1999.

40.4     The rights of the Third Parties referred to in Clause 40.1 may not be assigned absolutely without the prior written consent of all the Parties, other than by way of security, and for the avoidance of doubt, such rights may also be pledged (ikeistas), mortgaged, charged or otherwise made the subject of a security interest without consent.

It is not the intention of the Parties to create, nor shall this Concession Agreement or any document referred to in it or any arrangement contemplated by it be deemed or construed to create, a partnership between any of the Parties. The execution, completion or implementation of this Concession Agreement shall not, and shall not be deemed or construed to, confer on any of the Parties the power to act as agent for any other Party, and no Party shall have the authority to act in the name or on behalf of or otherwise to bind any other Party in any way, and nor shall any Party have the power to pledge the credit of any other Party.

42.1     The Parties acknowledge and agree that the PCO and the Shareholders are participating in the Project on the assumption that, subject to applicable Law, each Shareholder shall be entitled to purchase from the PCO, and the PCO shall be entitled to sell to each Shareholder, electricity generated by the NNPP for a price which reflects the costs incurred by the PCO related to the electricity generation and without any profit margin in fact or implied for the purposes of taxation pro-rata to the relevant Shareholder's shareholding in the PCO (the "Offtake Right").

42.2     If, after the Concession Date, a Competent Authority:

42.2.1         determines that the assumption in Clause 42.1 in respect of the Offtake Right is invalid; or

42.2.2         otherwise makes a determination which results in the Offtake Right no longer being available to or capable of being implemented by the PCO and the Shareholders,

the RoL shall if requested by the PCO in writing, provide such assistance to the PCO as is reasonable in the circumstances (with the RoL taking into account the prevailing circumstances at the time including the PCO's position on the likelihood and timing of the Shareholders taking a FID if such assistance were to be given) to put in place a mutually agreeable alternative structure for the Project which will, to the extent possible and permissible by Law, achieve materially the same effect as the Offtake Right for the benefit of the PCO and the Shareholders.

43.1     This Concession Agreement has been prepared and executed in the English and Lithuanian languages. In the event of any difference in meaning between the two (2) versions, the English language version will prevail.

43.2     All communications and deliverables provided for, required by, or made in connection with this Concession Agreement will be in the English language.

This Concession Agreement (including Clause 45 (Dispute Resolution Procedure and Arbitration)) and any non-contractual obligations arising out of, or in connection with it, shall be governed by English law.

45.1     Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Concession Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity (a "Dispute"), shall be resolved in accordance with the procedure in this Clause 45 (Dispute Resolution Procedure and Arbitration).

45.2     The party raising any Dispute shall first serve written notification of the Dispute to the other party in accordance with Clause 45.6 (a "Notice of Dispute"). The Notice of Dispute shall briefly describe the nature and circumstances of the Dispute.

45.3     The parties shall take reasonable measures to resolve the Dispute amicably. If the relevant parties have not reached an amicable agreement after one (1) Month of the date of service of the Notice of Dispute, unless the parties to the Dispute mutually agree to an extension the parties agree and consent that such Dispute shall be referred to and finally resolved by arbitration in accordance with Clause 45.4 (ICSID Arbitration) and only if the jurisdiction of International Centre for Settlement of Investment Disputes (the "Centre") is not available, then the Dispute shall be referred to arbitration in accordance with Clause 45.5 (LCIA Arbitration).

45.4     ICSID Arbitration

45.4.1         The Parties hereby consent to submit to the Centre any Dispute for settlement by arbitration pursuant to the Convention on the Settlement of Investment Disputes between States and Nationals of other States, done at Washington, 18 March 1965 (the "ICSID Convention").

45.4.2         It is further hereby agreed that:

(A)      this Concession Agreement is an "investment" for the purposes of Article 25 of the ICSID Convention;

(B)       any Dispute shall be deemed to be a "legal dispute arising directly out of an investment", for the purposes of Article 25(1) of the ICSID Convention; and

(C)       the PCO and the Strategic Investor are a "national of another Contracting State" for purposes of Article 25(2)(b) of the ICSID Convention.

45.4.3         The consent given in this Clause 45 (Dispute Resolution Procedure and Arbitration) shall be considered to satisfy the requirement for:

(A)      "consent in writing" of the parties to a dispute for purposes of Article 25 of the ICSID Convention; and

(B)       an "agreement in writing" for the purposes of Article II of the New York Convention.

45.4.4         In the event of arbitration under the ICSID Convention, all hearings shall be held in London, England unless the disputing parties agree otherwise.

45.5     LCIA Arbitration

45.5.1         If the jurisdiction of the Centre is not available for the determination of a Dispute, any Dispute shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules (for the purpose of this Clause 45.5 (LCIA Arbitration), the "Rules").

45.5.2         The Rules are incorporated by reference into this Clause 45.5 (LCIA Arbitration) and capitalised terms used in this Clause 45.5 (LCIA Arbitration) which are not otherwise defined in this Concession Agreement have the meaning given to them in the Rules.

45.5.3         The seat or legal place of arbitration shall be London, England.

45.5.4         The number of arbitrators shall be three. Each party shall nominate one arbitrator and the two arbitrators nominated by the parties shall (in consultation with the party which nominated him or her) within twenty (20) Business Days of the appointment of the second arbitrator agree upon a third arbitrator who shall act as chairman of the tribunal. If no agreement is reached within twenty (20) Business Days of the appointment of the second arbitrator, the LCIA Court shall nominate and appoint a third arbitrator to act as chairman of the tribunal.

45.5.5         If there are multiple claimants and/or multiple respondents, all claimants and/or all respondents shall attempt to agree upon their respective appointment(s). If there are multiple claimants and they fail to make a joint appointment of an arbitrator in their request for arbitration, an arbitrator shall be appointed on their behalf by the LCIA Court in accordance with the Rules. If there are multiple respondents and they fail to nominate an arbitrator within twenty (20) Business Days from the date of service of the request for arbitration on them, an arbitrator shall be appointed on their behalf by the LCIA Court in accordance with the Rules. In such circumstances, any existing nomination or confirmation of the arbitrator chosen by the party or parties on the other side of the proposed arbitration shall be unaffected, and the remaining arbitrator shall be appointed in accordance with the Rules. The two arbitrators nominated by the parties (or by the LCIA Court) shall within twenty (20) Business Days of the appointment of the second arbitrator agree upon a third arbitrator who shall act as chairman of the tribunal. If no agreement is reached within twenty (20) Business Days of the appointment of the second arbitrator, the LCIA Court shall nominate and appoint a third arbitrator to act as chairman of the tribunal.

45.5.6         Each Party expressly agrees and consents to this procedure for nominating and appointing the arbitral tribunal; and to the extent it is not permitted to choose its own arbitrator pursuant to this Clause, irrevocably and unconditionally waives any right to choose its own arbitrator.

45.5.7         The jurisdiction of the English courts under section 45 and section 69 of the Arbitration Act 1996 is excluded.

45.5.8         If arbitral proceedings have already been commenced under Clause 45.5 (LCIA Arbitration) or any Related Agreement under a corresponding LCIA provision (a "Pre-Existing Arbitration"), and a Party or a party to a Related Agreement contends that a dispute has arisen relating to issues which are substantially related to and/or involve the same parties as issues to be determined in a Pre-Existing Arbitration (a "Related Dispute"), then that party may seek to refer the relevant dispute to the arbitral tribunal in the Pre-Existing Arbitration. The Parties agree that the arbitral tribunal in the Pre-Existing Arbitration shall have the discretion, taking into account the interests of justice and efficiency, the stage of the proceedings and all other relevant circumstances, to determine the Related Dispute in the Pre-Existing Arbitration upon such terms or conditions as the arbitral tribunal thinks fit.

45.5.9         If more than one arbitration is commenced under Clause 45.5 (LCIA Arbitration) and any Related Agreement and any Party contends that two or more arbitrations are substantially related and/or involve the same parties and that the issues should be heard in one proceeding, the arbitral tribunal appointed in the first-filed of such proceedings shall have the power to determine, taking into account the interests of justice and efficiency, the stage of the proceedings and all other relevant circumstances, whether the whole or part of the matters at issue should be consolidated before that arbitral tribunal upon such terms or conditions as the arbitral tribunal thinks fit. In that case, the arbitral tribunal appointed in the second arbitration, or in a subsequent arbitration, shall have the power to suspend its proceedings.

45.5.10       Subject to Clauses 45.3 and 45.4 (ICSID Arbitration), if the jurisdiction of the Centre is not available and a Dispute is referred to arbitration under Clause 45.5 (LCIA Arbitration), the Dispute may be disposed of in the same arbitration proceedings as any other dispute arising under another Related Agreement, even in the presence of parties other than the Parties to this Agreement.

45.5.11       Any respondent named in a request for arbitration may join any other party to any arbitral proceedings under this Agreement, provided that:

(A)      such joinder is based upon a dispute substantially related to the Dispute referred to arbitration under Clause 45.5 (LCIA Arbitration) or a Related Dispute in the relevant request for arbitration; and

(B)       such joinder is made by written notice to the LCIA Court and to all other Parties within either twenty (20) Business Days from the receipt by such respondent of the relevant request for arbitration or such longer time as may be determined by the LCIA Court or the arbitrators.

45.5.12       The arbitral tribunal in the relevant arbitration shall have the power to determine whether such joinder is appropriate taking into account the interests of justice and efficiency and all other relevant circumstances.

45.5.13       Each of the Parties hereby consents to be joined to arbitration proceedings in relation to any Dispute referred to arbitration under Clause 45.5 (LCIA Arbitration) or any Related Dispute at the request of a party to that Dispute following any party's request for joinder of parties or consolidation of disputes or arbitral proceedings.

45.5.14       Any joined party may make a counterclaim against any party, provided that:

(A)      such counterclaim is based upon a Dispute or a Related Dispute substantially related to the dispute in issue, in the relevant request for arbitration; and

(B)       such counterclaim is made by written notice to the LCIA Court and to all other parties within either twenty (20) Business Days from the receipt by such party of the relevant notice of arbitration or such longer time as may be determined by the LCIA Court or the arbitrators.

45.5.15       Any joined party shall be bound by any award rendered by the arbitral tribunal even if such party chooses not to participate in the arbitral proceedings.

45.5.16       The Parties agree that in the event of any joinder or consolidation of proceedings, at the application of any party to the proceedings, the Parties may ask the LCIA Court to fix separate advances on costs in respect of each claim, counterclaim or cross-claim in the proceedings, and the Parties hereby give their consent to any such application.

45.6     Notices

45.6.1         The language used in the arbitral proceedings referred to in this Clause 45 (Dispute Resolution Procedure and Arbitration) shall be English. All documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by an English translation.

45.6.2         Service of a Notice of Dispute made pursuant to this Clause 45 (Dispute Resolution Procedure and Arbitration) shall be by registered post at the address given for the sending of notices under this Concession Agreement at Clause 33.1 (Notices).

45.7     Service of Process

45.7.1         The RoL irrevocably appoints the Embassy of the Republic of Lithuania to the United Kingdom of Great Britain and Northern Ireland to the court of St. James's for the time being as its agent under this Concession Agreement for service of process in any proceedings before the English courts in support of arbitration, including proceedings to enforce, recognise or execute any arbitral award rendered by an arbitral tribunal. If any person appointed as process agent is unable under this Clause 45.7 (Service of Process) for any reason to so act, the RoL must immediately appoint another agent. Failing this, the claimant in those proceedings (or claimants jointly) may appoint another process agent for this purpose.

45.7.2         The PCO irrevocably appoints [•] as its agent under this Concession Agreement for service of process in any proceedings before the English courts in support of arbitration, including proceedings to enforce, recognise or execute any arbitral award rendered by a tribunal. If any person appointed as process agent is unable under this Clause 45.7 (Service of Process) for any reason to so act, the PCO must immediately appoint another agent. Failing this, the claimant in those proceedings (or claimants jointly) may appoint another process agent for this purpose.

45.7.3         The Strategic Investor irrevocably appoints [•] as its agent under this Concession Agreement for service of process in any proceedings before the English courts in support of arbitration, including proceedings to enforce, recognise or execute any arbitral award rendered by a tribunal. If any person appointed as process agent is unable under this Clause 45.7 (Service of Process) for any reason to so act, the Strategic Investor must immediately appoint another agent. Failing this, the claimant in those proceedings (or claimants jointly) may appoint another process agent for this purpose.

45.7.4         The Parties agree that failure by a process agent to notify of any process will not invalidate the relevant proceedings. This Clause 45.7 (Service of Process) does not affect any other method of service allowed by law.

46.1     The RoL irrevocably and unconditionally waives any and all claims to immunity in regard to any arbitration proceedings and any court proceedings in any jurisdiction in support of arbitration, including proceedings to enforce, recognise or execute any arbitral award rendered by a tribunal constituted pursuant to this Concession Agreement, including immunity from service of process and immunity from the jurisdiction of any court, and immunity from execution in respect of any of its assets with the exception of Excepted Property (as defined below).

46.2     For the avoidance of any doubt, the RoL irrevocably and unconditionally: (i) submits to the jurisdiction of the English courts and the courts of any other jurisdiction in relation to the recognition of any judgment or order of the English courts in support of any arbitration in respect of any Dispute and in relation to the recognition of any arbitral award in respect of any Dispute, and (ii) consents for the purpose of the State Immunity Act 1978 of the United Kingdom and waives its right to claim immunity from execution in relation to the enforcement of any order or judgment in support of an arbitration in respect of any Dispute or any award made or given in connection with any Dispute and the giving of any relief in the English courts and the courts of any other jurisdiction in support of an arbitration in respect of any Dispute whether before or after a final arbitral award including:

46.2.1           relief by way of interim or final injunction or order for specific performance or recovery of any property other than Excepted Property;

46.2.2           attachment of its assets other than Excepted Property;

46.2.3           enforcement or execution against any property, revenues or other assets other than Excepted Property; and

46.2.4           any other relief available under applicable law in relation to its assets other than Excepted Property.

46.3     "Excepted Property" means:

46.3.1           premises of the mission as defined in the Vienna Convention on Diplomatic Relations signed in 1961;

46.3.2           consular premises as defined in the Vienna Convention on Consular Relations signed in 1963;

46.3.3           property, including any bank account, which is used or intended for use in the performance of the functions of the diplomatic mission of the State or its consular posts, special missions, missions to international organisations or delegations to organs of international organisations or to international conferences;

46.3.4           property of a military character or used or intended for use in the performance of military functions;

46.3.5           property of the central bank or other monetary authority of the State;

46.3.6           property forming part of the cultural heritage of the State or part of its archives and not placed or intended to be placed on sale; and

46.3.7           property forming part of an exhibition of objects of scientific, cultural or historical interest and not placed or intended to be placed on sale.

46.4     For the avoidance of any doubt, the Parties expressly acknowledge and confirm that this Concession Agreement is a commercial rather than a public or governmental act.

IN WITNESS of which the Parties have executed this Concession Agreement on the date first above mentioned

SIGNED by THE REPUBLIC OF                                                                                           )

LITHUANIA acting by THE MINISTRY OF                                                                         )

ENERGY                                                                                                                                    )

SIGNED by [•]                                                                                                                            )

[•], as [•] [attorney]                                                                                                                       )

for and on behalf of                                                                                                                      )

[SPV OF HITACHI, LTD.]                                                                                                       )

[(in exercise of a power of attorney                                                                                              )

dated [•])]                                                                                                                                     )

SIGNED by [•]                                                                                                                            )

[•], as [•] [attorney]                                                                                                                       )

for and on behalf of the PCO                                                                                                      )

[(in exercise of a power of attorney                                                                                              )

dated [•])]                                                                                                                                     )

SCHEDULE 1

DEFINITIONS

DEFINITIONS

"Abandonment"

means, in the period from the Concession Date until the date on which a positive FID or a final negative FID is taken, the occurrence of any of the following events: (A) (1) the Shareholders adopt a decision to liquidate the PCO; (2) a court ruling to initiate bankruptcy proceedings in respect of the PCO comes into effect and which proceedings are not withdrawn or dismissed within twenty (20) Business Days of such court ruling; or (3) any creditor(s) of the PCO (other than the RoL or any Associated Company of the RoL) adopt a decision to initiate out-of-court bankruptcy proceedings against the PCO and: (i) which decision is not withdrawn prior to the commencement of such out-of-court bankruptcy proceedings; or (ii) if proceedings are commenced pursuant to such decision, such proceedings are not frivolous or vexatious or withdrawn or dismissed within twenty (20) Business Days of their commencement; or (B) other than as a result of a Force Majeure Event or applicable law (save where such applicable law, including any Regulatory Requirement is in response to an act or omission of the PCO or any of its Subcontractors), neither a positive nor negative FID has been taken by the Shareholders by the earlier of 31 December 2015 or by the date thirty three (33) Months after the date of the issuance of the first LNTP or such later date as may have been agreed by the RoL; (C) the PCO commits a repudiatory breach of this Concession Agreement, other than where such event is as a direct result of a RoL Event or any failure of the RoL to meet its obligations under this Concession Agreement;

"Access Road"

has the meaning given to it in Paragraph 1 (Definitions and Interpretation) of Schedule 2 (Road Access Works);

"Access Road Construction Contracts"

means any construction contract, professional appointment or similar or related agreement entered into by or on behalf of the RoL with a Third Party in connection with the design, construction or maintenance of the Access Road Works;

"Access Road Works"

has the meaning given to it in Paragraph 1 (Definitions and Interpretation) of Schedule 2 (Access Road Works);

"Affected Party"

means the Party or Parties affected by a Force Majeure Event;

"Amended Vienna Convention"

means the Vienna Convention on Civil Liability for Nuclear Damage 1963 as amended by the Vienna Protocol;

"American Company"

has the meaning given to it in Clause 31.4.1 (Strategic Investor transfer of ownership restrictions);

"Ancillary Contract"

means the EPC Contract and, if applicable, the O&M Support Contract and/or Fuel Supply Contract and "Ancillary Contracts" shall be construed accordingly;

"Ancillary Contractor"

means any contractor providing works or services which is a party to an Ancillary Contract;

"Associated Company"

means any Formation which directly or indirectly Controls, is Controlled by, or is under common Control with the relevant entity (and, where the relevant entity is a consortium, any member of the consortium);

"Business Day"

means a Calendar Day other than a Saturday, Sunday or a legal or bank holiday in Lithuania;

"Calculation Date"

means for the purpose of the calculation of Invested Capital and the proportion of the Invested Capital Statement under Clause 26 (RoL Event Mandatory Transfer of Shares), the date on which the relevant RoL Event is agreed or determined to have occurred under Clause 20.2 (Termination for a RoL Event);

"Calendar Day"

means a period of twenty-four (24) hours ending at twelve (12) midnight;

"Centre"

has the meaning given to it in Clause 45.3 (Dispute Resolution Procedure and Arbitration);

"Challenging Entity"

has the meaning given to it in Clause 16.5.3(B) (Breach of warranty);

"Claim"

means any claim, demand, action or suit, cause of action or proceeding under or in connection with this Concession Agreement;

"COD" or "Commercial Operation Date"

means the date that the NNPP begins generating electricity for export to the national transmission grid for commercial purposes (and not solely for the purposes of testing the completed NNPP);

"Competent Authority"

means any national or supra-national agency, authority, inspectorate at the international, European Union, State or municipal level, court or tribunal of the European Union or the Republic of Lithuania or any part of it which has jurisdiction over all or any part of the PCO, the PCO Assets, the Shares and/or the Project;

"Competitor" "Concession"

has the meaning given to it in the Shareholders' Agreement; has the meaning given to it in Recital E;

"Concession Date"

means the date of this Concession Agreement being also the date on which the RoL awards the Concession to the PCO;

"Consents"

means any authorisation, consent, licence, permit, permission, order, agreement, notice or other form of approval by or with any Competent Authority which is required by Law, relating to the acquisition, ownership, occupation, construction, start-up, commissioning, testing, fuelling, operation, repair, decommissioning or maintenance of the NNPP (including the Construction and Operation Licence) and, without prejudice to the generality of the foregoing, shall include any condition precedent or other requirement of any Competent Authority which must as a matter of Law be satisfied prior to the grant, issuance, renewal, variation, extension, continuation and/or reconfirmation of any such authorisation, consent, licence, permit, permission, order, agreement, notice or other form of approval (including the Construction and Operation Licence);

"Construction and Operation Licence"

means a licence granted under the Law on Nuclear Safety on the Republic of Lithuania of 28 June 2011, No. XI-1539 to construct and operate nuclear energy object(s);

"Contract Claim"

has the meaning given to it in Clause 16.2.2 (Concurrent Claims);

"Contract Term"

has the meaning given to it in Clause 2.2 (Award of Concession and Term);

"Contractual National Security Criteria"

means the criteria set out in Schedule 4 (National Security Criteria);

"Control"

including, with its correlative meanings, "Controlled by" and "under common Control with" means:

(A) the power (whether directly or indirectly, and whether by the ownership of share capital, the possession of voting power, contract or otherwise): (i) to appoint and/or remove all or such of the members of the board of directors or other governing body of a person as are able to cast a majority of the votes capable of being cast by the members of that board or body; and/or (ii) to control the policies and affairs of that person, in both cases in all, or substantially all, matters; or

(B) the holding and/or possession of the beneficial interest in and/or the ability to exercise the voting rights applicable to shares or other securities in any person (whether directly or by means of holding such interests in one or more other persons) which confer in aggregate on the holders thereof 50 per cent or more of the total voting rights exercisable at general meetings of that person on all, or substantially all, matters.

For the avoidance of doubt, the appointment of a receiver, receiver and manager, administrative receiver, administrator, liquidator, insolvency official or similar in any jurisdiction in respect of any person or the property of any person (or the exercise by any such receiver, receiver and manager, administrative receiver, administrator, liquidator, insolvency official or similar, of any of its powers other than a power of sale in respect of relevant shares or securities) shall not be considered to alter who Controls such person;

"Convention on Supplementary Compensation"

means the Convention on Supplementary Compensation for Nuclear Damage 1997;

"Credit Payments"

has the meaning given to it in the Shareholders' Agreement;

"Decommissioning Phase"

means the period from and including the date that the decommissioning of the NNPP in accordance with applicable Law commences;

"Decommissioning and Waste Funding Principles"

means the principles set out in Schedule 6 (Decommissioning and Waste Funding Principles);

"Development Timetable"

means the overall timetable for the development of the Project as prepared by the PCO;

"Disclosing Party"

has the meaning given to it in Clause 13.2 (Confidential Information);

"Dispute"

has the meaning given to it in the Dispute Resolution Procedure in Clause 45 (Dispute Resolution Procedure and Arbitration);

"Dispute Resolution Procedure"

means the dispute resolution procedure set out in Clause 45 (Dispute Resolution Procedure and Arbitration);

"Eesti Energia"

[means Eesti Energia AS, a company incorporated under the laws of Estonia with registration number 10421629 whose registered office is at: Laki tn. 24, 12915 Tallinn, Estonia;]

"Encumbrance"

means any charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retentioned title, right of pre-emption, right of first refusal or other third party right in the nature of a security interest or an agreement, arrangement or obligation to create any of the foregoing;

"Energy Charter Treaty"

means the Energy Charter Treaty as opened for signature in Lisbon on 17 December 1994 and in force as of 16 April 1998;

"Energy Charter Treaty Replacement"

has the meaning given to it in Paragraph 1.3 of Schedule 8 (Fundamental Change);

"ENSREG"

means the European Nuclear Safety Regulators Group and/or any organisation which has taken over, or carries out on behalf of the ENSREG, all or part of the functions or responsibilities of the ENSREG;

"Environment"

means air (including air within buildings and air within other natural or man-made structures above or below ground), water (including territorial and coastal and inland waters, groundwater and water within any natural or man-made structure) and land (including land under water, surface land and sub-surface land) and any organisms or ecosystems supported by the air, water or land;

"Environmental Regulations"

means each applicable Law relating to the pollution or protection of the Environment, or human health and safety, or the generation, transportation, storage, treatment, disposal or presence of any Hazardous Substance;

"EPC Contract"

means any engineering, procurement and construction contract under which the EPC Contractor will provide engineering, procurement and construction services, support services and, if agreed under the terms of that contract, certain fuel services to the PCO for the purposes of the Project;

"EPC Contractor"