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

means any one or more Associated Companies of the Strategic Investor, which may be or include Hitachi-GE Nuclear Energy, Ltd., (the identity of which, if not Hitachi-GE Nuclear Energy, Ltd. or not guaranteed by Hitachi-GE Nuclear Energy, Ltd. or Hitachi, Ltd. (in a form accepted by the PCO) shall be subject to acceptance by the RoL) that enters into an EPC Contract with the PCO;

"EPC Contractor Default"

means where the EPC Contractor is in breach or default of the EPC Contract and such breach entitles the PCO to terminate the EPC Contract;

"EPC Sub-Contractor"

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

"EURATOM"

means the European Atomic Energy Community and/or any organisation which has taken over, or carries out on behalf of the EURATOM, all or part of the functions or responsibilities of the EURATOM;

"EURIBOR"

means, in relation to an overdue amount, the percentage rate equal to the six (6) Month Euro Interbank Offered Rate determined by the Banking Federation of the European Union displayed on the appropriate page of the Reuters screen at 11.00 a.m. on the date on which such amount became due;

"Excepted Property"

has the meaning given to it in Clause 46.3 (Sovereign Immunity Waiver);

"Exiting Shareholder"

has the meaning given to it in Clause 20.2.1 (Termination for a RoL Event);

"FID"

means a final investment decision in relation to the Project as provided for in the Shareholders' Agreement and "positive FID" shall be construed as a final investment decision to proceed with the Project and "negative FID" shall be construed as a final investment decision not to proceed with the Project;

"final negative FID"

has the meaning given to it in Clause 11.4.1 (Notification of taking FID);

"Financier"

means: (A) any person who provides, commits to provide, underwrites, insures and/or guarantees any direct or indirect financial accommodation (including, without limitation, loans, securities, letters of credit, performance guarantees, other documentary credits, derivatives or other forms of financial indebtedness) to or for the account of the PCO or any Shareholder(s); and

(B) any agent or trustee on behalf of any of the persons referred to in paragraph (A) above; and (C) any rating agency who may issue a public or private rating in respect of any such financial accommodation;

"First Concrete"

means the commencement of the first reactor building structural concrete pour by the EPC Contractor in accordance with the EPC Contract and as shown on the Development Timetable;

"Force Majeure Event"

means any act, event or occurrence affecting any Party's performance of its obligations under this Concession Agreement, the cause of which is not of such Party's making nor within that Party's reasonable control (and, in relation to the PCO having acted in accordance with Good Industry Practice or, in relation to the RoL having acted in a reasonable and prudent manner to avoid such act, event or occurrence), including (to the extent not of that Party's making nor within that Party's reasonable control): (A) epidemic, war, hostilities (whether or not war has been declared), blockades, terrorist acts or acts of any civil or military authority; (B) riot, insurrection, civil commotion, public disobedience, public demonstration, sabotage or acts of vandalism; (C) acts of God including fire, flood, earthquake, adverse weather, meteorological and sea conditions, landslides, lightning, volcanic eruption or explosion; (D) impact from aircraft or things falling from aircraft; (E) any strike, lock-out, trade dispute or other labour disruptions (i) not involving solely the personnel or subcontractors of that Party; and (ii) not originating with that Party's personnel or subcontractors or the personnel or subcontractors of any Associated Company of that Party; or (F) any ionising radiation, contamination by radioactivity, radioactive, chemical or biological contamination;

"Formation"

means any company, partnership, limited liability partnership, trust, fund or other entity (whether being a legal person or not);

"Fuel Supply Contract"

means any nuclear fuel supply and related services contract which may be entered into by the PCO and the Nuclear Fuel Supplier as contemplated by the Nuclear Fuel Supply Terms;

"Full Notice to Proceed" or "FNTP"

means the "FNTP" or Full Notice to Proceed issued under the EPC Contract;

"GE-Hitachi Nuclear Energy Americas LLC"

means a company registered and incorporated in [•] [under company number [•¶ whose address is at [•¶;

"Global Nuclear Fuel-Americas, LLC"

means a company registered and incorporated in [•] [under company number [•¶ whose address is at [•¶;

"Good Industry Practice"

means exercising the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected of a skilled and experienced contractor, owner or operator (as applicable) engaged in activities: (A) as applicable to the PCO (i) of a similar nature, scope, value and complexity to the Concession activities and under the same or similar circumstances, (ii) in relation to the maintenance and operation of a new nuclear power plant of a similar nature, scope, value and complexity to the completed NNPP, and (iii) in relation to clean-up and/or decommissioning activities of a nuclear site and new nuclear power plant of a similar nature, scope, value and complexity to the completed NNPP; and (B) as applicable to the RoL, activities of a similar nature, scope, value and complexity to the design, construction and maintenance of the Access Road, in each case (as applicable), where such contractor, owner or operator (as applicable) is seeking to comply with its contractual obligations, including in relation to all applicable Laws, Consents, codes of practice and standards;

"Hazardous Substance"

means any natural or artificial substance or thing (whether in solid, liquid or gaseous form) which is (alone or in combination) capable of causing harm to the Environment or harm to human health;

"Highly Sensitive Information"

means: (A) information relating to the design and construction of all or any part of a Hitachi, Ltd., Hitachi-GE Nuclear Energy, Ltd., GE-Hitachi Nuclear Energy Americas LLC or one of their Associated Company's ABWR nuclear power plants;

(B) information relating to the design or manufacturing of any nuclear fuel by Global Nuclear Fuel – Americas, LLC; and (C) pricing information to be provided by the EPC Contractor, the Nuclear Fuel Supplier and/or the O&M Support Contractor under or in connection with the EPC Contract, the Fuel Supply Contract and/or the O&M Support Contract, but not for the avoidance of doubt information in respect of the overall price relating to (i) the LNTP and FNTP phases under the EPC Contract, (ii) the Fuel Supply Contract, or (iii) the O&M Support Contract;

"Hitachi-GE Nuclear Energy, Ltd."

means a company registered and incorporated in [•] [under company number [•¶ whose address is at [•¶;

"Hitachi, Ltd."

means a company registered and incorporated in [•] [under company number [•¶ whose address is at [•¶ being the [ultimate] parent company of the Strategic Investor;

"Hitachi, Ltd. Group"

means Hitachi, Ltd. and its Associated Companies;

"IAEA"

means the International Atomic Energy Agency and/or any organisation which has taken over, or carries out on behalf of the IAEA, all or part of the functions or responsibilities of the IAEA;

"IAEA Agreement"

means the Agreement on the Privileges and Immunities of the International Atomic Energy Agency of 1967;

"IAEA Statute"

means the Statute of the International Atomic Energy Agency of 1956;

"ICSID Convention"

has the meaning given to it in Clause 45.4.1 (ICSID Arbitration);

"Indemnified Person"

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

"indexation rate"

means the Production Price Index for Lithuania, published by EUROSTAT;

"Individual"

means a physical person who is a director, officer, partner, member, employee and/or consultant of a Project Participant or a Related Person;

"Intellectual Property Rights"

means any and all worldwide: (A) patent rights and inventions (whether patentable or not), including all patent applications and disclosures thereto, design rights, utility models, copyrights and neighbouring rights and related rights (including rights in software), moral rights, mask work rights, semiconductor topography rights, database rights, trade marks, trade names, business names, domain names and know-how;

(B) applications for registration and the right to apply for registration thereto; and

(C) other intellectual property, industrial property or proprietary rights of a corresponding or similar nature recognised in any country or jurisdiction worldwide,

in each case regardless of whether existing under statute, common law or equity, whether registered or unregistered, and all tangible embodiments thereof;

"Invested Capital"

means in respect of each Exiting Shareholder the aggregate on the Calculation Date of (i) the capital sums invested by that Exiting Shareholder in the PCO by way of either Subscription Payments or Principal Amounts and (ii) Credit Payments in respect of that Exiting Shareholder;

"Invested Capital Statement"

means the table in agreed form set out in Schedule 9 (Invested Capital Statement);

"Investment Date"

means the date on which the Shareholders fund the PCO pursuant to the Shareholders' Agreement in order to provide it with the funding required for the first LNTP;

"Investment Protection Treaty"

means any investment protection treaty between the RoL and one or more other countries (and includes the Energy Charter Treaty);

"Japanese Company"

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

"Joint Protocol"

means the Joint Protocol Relating to the Application of the Vienna Convention and the Paris Convention of 1988;

"Key Subcontractor"

means an entity who enters into any Key Subcontract with the PCO;

"Key Subcontract"

means a Subcontract which is of material importance to the performance of the Concession, whether because it is of significant value, key to the performance of the PCO's obligations under this Concession Agreement (including a Subcontract with a key technology provider, a supplier of key materials or a key development works contractor), relates to goods or services where there are limited alternative sources or otherwise (and includes any Ancillary Contract);

"Latvenergo"

[means Latvenergo AS, a company incorporated under the laws of Latvia with registration number 40003032949 whose registered office is at: Pulkveza Brieza iela 12, Riga, LV-1230, Latvia;]

"Law"

means: (A) any law passed by the Parliament of the Republic of Lithuania;

(B) any resolution passed by the Government of the Republic of Lithuania that has the force of the law; (C) any Regulatory Requirement; (D) any decision, order, resolution, regulation, rule, notice adopted at the State or municipal level within the Republic of Lithuania that has the force of the law; (E) the Lithuanian Constitution; (F) any stock exchange regulation, court practices and rulings within the Republic of Lithuania that have the force of law; and (G) any EU law, treaties or other international law acts, in each case as effective in the Republic of Lithuania;

"Law on Concessions"

means the Law on Concessions of the Republic of Lithuania of 24 June 2003, No. IX-1647 (as amended);

"liability"

has the meaning given to it in Clause 1.2.18;

"Limited Notice to Proceed" or "LNTP"

means the "LNTP" or Limited Notice to Proceed issued under the EPC Contract;

"Lithuanian Constitution"

means the Constitution of the Republic of Lithuania adopted by citizens of the Republic of Lithuania under the referendum of 25th October 1992 (as amended from time to time);

"Lithuanian Investor"

means UAB "Visagino atominė elektrinė", a company registered and incorporated in Lithuania under company number 301844044 whose address is at Žvejų g. 14, LT-09310 Vilnius, Lithuania;

"LIV IP"

means all Intellectual Property Rights in the studies and reports relating to the Project as set out in Schedule 7 (LIV IP);

"Losses"

means all losses, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) and "Loss" shall be construed accordingly;

"Mandatory Transfer Price"

has the meaning given to it in Clause 26.2 (Calculation and notification of Mandatory Transfer Price);

"Margin"

has the meaning given to it in Clause 26.2.1 (Calculation and notification of Mandatory Transfer Price);

"MoE"

means the Ministry of Energy of the Republic of Lithuania;

"Month"

means a calendar month which is a period of time consisting of thirty (30) Calendar Days if the period commences in April, June, September and November, and thirty one (31) Calendar Days if it commences in any other month excepting February when it consists of twenty-eight (28) Calendar Days or twenty-nine (29) Calendar Days in a leap year and "Monthly" shall be construed accordingly;

"National Security Criteria"

means the criteria indicated in Part 10, Article 7 and Article 8 of the Law on Enterprises and Facilities of Strategic Importance to National Security and Other Enterprises of Importance to Ensuring National Security of the Republic of Lithuania of 21 July 2009, No. XI-375 and such criteria that substitute or amend the former from time to time;

"New York Convention"

means the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958;

"New York Convention Replacement"

has the meaning given to it in Paragraph 1.4 of Schedule 8 (Fundamental Change);

"NNPP"

has the meaning given to it in Recital C;

"non-Affected Party"

means the Party or Parties not affected by a Force Majeure Event;

"Non-EEA State"

shall mean, from time to time, any State that has not acceded to the European Economic Area as a full member;

"Non-NATO State"

shall mean, from time to time, any State that has not acceded to the North Atlantic Treaty Organisation as a full member;

"Non-Proliferation Treaty"

means the Treaty on the Non Proliferation of Nuclear Weapons of 1968;

"Notice of Dispute"

has the meaning given to it in Clause 45.2 (Dispute Resolution Procedure and Arbitration);

"Nuclear Fuel Supplier"

means an Associated Company of the Strategic Investor (the identity of which, if not Hitachi-GE Nuclear Energy, Ltd. and not guaranteed by Hitachi-GE Nuclear Energy, Ltd. or Hitachi, Ltd. (in a form accepted by the PCO) shall be subject to acceptance by the RoL) which enters into the Fuel Supply Contract;

"Nuclear Fuel Supply Terms"

means the terms (in the form of an initialled termsheet) agreed in principle on or about the Concession Date between the PCO and the Nuclear Fuel Supplier in relation to the supply of nuclear fuel and related services to the PCO by the Nuclear Fuel Supplier;

"Nuclear Indemnified Parties"

has the meaning given to it in Clause 15.2 (Nuclear);

"Nuclear Safety Treaty"

means (a) the Convention on Early Notification of a Nuclear Accident of 1986; (b) the Convention on Nuclear Safety of 1994; (c) the Convention on Assistance in the Case of a Nuclear Accident or Radiological Emergency of 1986; (d) the Convention on the Physical Protection of Nuclear Material of 1980; or (e) the Joint Convention on the Safety of Spent Fuel Management and on the Safety of Radioactive Waste Management of 1997, and "Nuclear Safety Treaties" shall mean all or any of them;

"O&M Support Contract"

means any operations and maintenance support services contract which may be entered into by the PCO and the O&M Support Contractor as contemplated by the O&M Support Terms;

"O&M Support Contractor"

means an Associated Company of the Strategic Investor (the identity of which, if not Hitachi-GE Nuclear Energy, Ltd. and not guaranteed by Hitachi-GE Nuclear Energy, Ltd. or Hitachi, Ltd. (in a form accepted by the PCO) shall be subject to acceptance by the RoL) which enters into the O&M Support Contract;

"O&M Support Terms"

means the terms (in the form of an initialled termsheet) agreed in principle on or about the Concession Date between the PCO and the O&M Support Contractor or the Strategic Investor on behalf of the O&M Support Contractor in relation to the provision of operations and maintenance support services to the PCO by the O&M Support Contractor;

"Official Gazette"

means Official Gazette of the Republic of Lithuania (Valstybės žinios), including the supplementary issue Information Notices (Informaciniai pranešimai);

"Offtake Right"

has the meaning given to it in Clause 42.1 (Further Assurances and Co-operation in relation to the Power at Cost Structure);

"PCO Assets"

means all assets owned by the PCO to the extent that the same are used or required for the performance by the PCO of the Concession and its obligations under this Concession Agreement;

"PCO Default"

has the meaning given to it in Clause 21 (PCO Default);

"PCO Default Notice"

has the meaning given to it in Clause 21.2.1 (Termination for PCO Default);

"Post-COD Report"

has the meaning given to it in Clause 11.1.1(B) (Project Management);

"Pre-COD Report"

has the meaning given to it in Clause 11.1.1(A) (Project Management);

"Pre-Existing Arbitration"

has the meaning given to it in Clause 45.5.8 (LCIA Arbitration);

"Pre-FID Fundamental Change"

has the meaning given to it in Paragraph 1 (Pre-FID Fundamental Changes) of Schedule 8 (Fundamental Change);

"Principal Amount"

shall mean in respect of a Shareholder any amount of principal drawn down by the PCO from that Shareholder under a Shareholder Loan, excluding any amount of interest paid in kind and capitalised as principal under that Shareholder Loan, less any amount of such draw down principal repaid or prepaid by the PCO to such Shareholder;

"Principles, Standards or Guidelines"

has the meaning given to it in Paragraph 2.1.4(B) of Schedule 8 (Fundamental Change);

"Prohibited Change of Control"

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

"Project"

means the design, development, manufacture, supply, construction, operation and decommissioning of the NNPP;

"Project Agreements"

means this Concession Agreement, the Ancillary Contracts and the Shareholders' Agreement, and "Project Agreement" shall be construed accordingly;

"Project Participants"

means each of: (A) Hitachi, Ltd.;

(B) the Strategic Investor, the EPC Contractor, the O&M Support Contractor and the Nuclear Fuel Supplier; (C) any sub-contractor (of any type and tier) or supplier (of any type and tier) of any of the entities referred to in paragraph (B) above; (D) any Financier; (E) the advisers or agents of any of the entities referenced in paragraph (A), (B), (C) (above) and (F) (below); and (F) the Associated Companies of each of the entities or persons referred to in paragraphs (A), (B), (C), (D) and (C) above, and once a person is or becomes a Project Participant it shall remain a Project Participant notwithstanding that it may subsequently cease to meet any or all of the criteria referred to above;

"Recipient"

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

"Recommended Measure(s)"

has the meaning given to it in Paragraph 2.1.5 of Schedule 8 (Fundamental Change);

"Regional Partner"

shall be such of Latvenergo AS and Eesti Energia AS and PGE Polska Grupa Energetyczna S.A. and any other key partners of the Republic of Lithuania from time to time which may, subject to agreement in accordance with the Shareholders' Agreement and applicable Law, participate in the Project as a Shareholder, and "Regional Partners" will be construed accordingly;

"Regulators"

means the State Nuclear Power Safety Inspectorate (Valstybinė atominės energetikos saugos inspekcija VATESI), the State Territorial Planning and Construction Inspectorate under the Ministry of Environment (Valstybinė teritorijų planavimo ir statybos inspekcija prie Aplinkos ministerijos) and Utena Region Environmental Protection Department of the Ministry of Environment of the Republic of Lithuania (Lietuvos Respublikos aplinkos ministerijos Utenos regiono aplinkos apsaugos departamentas) and others specific to the relevant Party's obligations under this Concession Agreement and as applicable in the relevant jurisdiction (including in relation to international waters) where that Party's obligations under this Concession Agreement are carried out and "Regulator" shall mean any one of them;

"Regulatory Requirement"

means any legally enforceable requirement of any Regulator in Lithuania;

"Related Agreement"

means any agreement entered into by any Party, including any such agreement with any Third Party, as may be required for the Project, but shall exclude the Access Road Construction Contracts;

"Related Dispute"

has the meaning given to it in Clause 45.5.8 (LCIA Arbitration);

"Related Persons"

means: (A) the Ultimate Holding Company of any Project Participant; (B) the Associated Companies of any entity within paragraph (A) above; and (C) Individuals, and that once an entity is or becomes a Related Person it shall remain a Related Person notwithstanding that it may subsequently cease to meet any or all of the criteria referred to above. It is acknowledged that The General Electric Company is a Related Person;

"Relevant Claim"

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

"Relevant Obligations"

shall have the meaning given to it in the Shareholders' Agreement;

"Replacement Measure"

has the meaning given to it in Paragraph 3 of Schedule 8 (Fundamental Change);

"Report"

has the meaning given to it in Clause 11.1.1 (Project Management);

"Required Insurances"

means those insurances required to be taken out and held by Law;

"Restricted Group"

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

"Retender Process"

means any reasonable process initiated by the RoL to retender the Concession (and/or any of the unperformed works and services provided under any one or more of the Ancillary Contracts) and/or to retender the Strategic Investor's role in the Concession;

"Retendering Costs"

means those reasonable costs and expenses reasonably and properly incurred by the RoL and/or its nominee directly in connection with undertaking a Retender Process;

"RoL entity"

has the meaning given to it in Clause 13.10 (RoL entity);

"RoL Event"

means any of the events described in Clause 20.1 (Events of RoL Event);

"RoL Event Notice"

has the meaning given to it in Clause 20.2.1 (Termination for a RoL Event);

"RoL Nominee"

means any Lithuanian company nominated by the RoL which is not a Competitor and which does not have a Competitor as a direct or indirect legal or beneficial owner of any of its shares;

"RoL NSC Offer"

has the meaning given to it in Clause 32.1.1 (National Security Criteria Put Option);

"Rules"

has the meaning given to it in Clause 45.5.1 (LCIA Arbitration);

"SCC Transfer Notice"

means a notice sent to the Strategic Companies Commission pursuant to the Shareholders' Agreement and applicable Law in relation to an intended transfer by a Shareholder of all or any of its Shares;

"Shares"

means all or any of the share capital of any class in the PCO;

"Shareholder Loan"

means, in respect of a Shareholder, any loan made to the PCO by that Shareholder in accordance with the Shareholders' Agreement;

"Shareholders"

means the holders of the Shares from time to time, the initial holders being those set out in Schedule 3 (Initial Shareholders' Details and Shareholding);

"Shareholders' Agreement"

means the agreement in force from time to time to which all of the Shareholders are party in relation to (inter alia) their investment in, and the governance and funding of, the PCO which includes a term explicitly identifying such agreement as the "Shareholders' Agreement" for the purposes of this Concession Agreement;

"Shareholder's Interest"

means, in respect of a Shareholder, its Shares and Shareholder Loans;

"Site"

has the meaning given to it in Schedule 5 (Site);

"Specified Nuclear Treaty Replacement"

has the meaning given to it in Paragraph 1.2 of Schedule 8 (Fundamental Change);

"Strategic Companies Commission"

means the Commission for Assessment of Compliance to the Interests of National Security of Potential Members of Companies of Strategic or Significant Importance to National Security (Strateginę ar svarbią reikšmę nacionaliniam saugumui turinčių įmonių potencialių dalyvių atitikties nacionalinio saugumo interesams įvertinimo komisija) as indicated in Part 3, Article 7 of the Law on Enterprises and Facilities of Strategic Importance to National Security and Other Enterprises of Importance to Ensuring National Security of 21 July 2009, No. XI-375 as amended, any successors thereof and any bodies to which functions thereof are transferred in part or in full;

"Strategic Investor Default"

has the meaning given to it in Clause 22.1 (Strategic Investor Default);

"Strategic Investor Default Notice"

has the meaning given to it in Clause 22.2.3 (Termination of the Strategic Investor's rights and obligations);

"Strategic Investor Shareholder"

means the legal or beneficial owner of any Strategic Investor Shares from time to time;

"Strategic Investor Shares"

means all or any of the share capital of any class in the Strategic Investor;

"Subcontract"

means any agreement entered into by the PCO in connection with the performance of its obligations under this Concession Agreement or in relation to carrying out the Concession including any Ancillary Contract and any agreement entered into between the PCO and any Key Subcontractor;

"Subcontractor"

means any person who has entered into a Subcontract with the PCO including the EPC Contractor and any O&M Support Contractor, Nuclear Fuel Supplier and/or Key Subcontractor;

"Subscription Payments"

shall mean the payments received by the PCO from a Shareholder in subscription for Shares (whether in partial or full payment up of nominal value, and whether in respect of nominal value or Share premium) issued by the PCO to such Shareholder, less any amounts of such Share capital returned to such Shareholder by the PCO;

"Supplementary Margin"

means an amount equal to the Invested Capital as agreed or finally determined under Clause 26.3 (Disputing the Mandatory Transfer Price), multiplied by (i) the Margin, multiplied by (ii) the number of Calendar Days comprising the period from the Calculation Date to the date on which the payment of the Mandatory Transfer Price (or part thereof) is made under Clause 26.4, divided by (iii) 360, less (iv) the aggregate of any (a) interest paid in cash or cash equivalent by the PCO and received by the relevant Exiting Shareholder, in respect of any Tranche of a Shareholder Loan comprising Invested Capital, and (b) any distribution of income or profit paid in cash or cash equivalents by the PCO and received by the relevant Exiting Shareholder in respect of any Tranche of Shares issued to such Exiting Shareholder in consideration for its Subscription Payments, in each case ((a) and (b)) during the period referred to in (ii) above;

"Tax"

means any of the following tax, levy, impost, duty, charge or withholding of a similar nature, including any penalty or interest payable in connection with any failure to pay or delay in paying any of the same;

"Tender Process"

means the process by which the MoE, on behalf of the RoL, sought to identify an investor to take an interest in a new nuclear power plant project-implementing company pursuant to the notice published in the Official Journal of the EU on 10 December 2009 (No. 2009/S 238-340935);

"Third Party"

means any person other than the Parties;

"Third Party Claimant"

means any Third Party other than: (A) any Shareholder; (B) any party to an Ancillary Contract or any subcontractor (of any types and tier) or supplier (of any type and tier) of any Ancillary Contractor under an Ancillary Contract; and (C) any Associated Company of any entity referred to in paragraphs (A) and (B) above;

"Third Party recipient"

has the meaning given to it in Clause 13.6 (Liability);

"Tranche"

means each separate payment being a Subscription Payment, Principal Amount, or Credit Payment;

"Transfer Decision Notice"

has the meaning given to it in Clause 32.1.2 (National Security Criteria Put Option);

"Transfer Decision Period"

has the meaning given to it in Clause 32.1.2 (National Security Criteria Put Option);

"Transfer Notice"

means the transfer notice issued by any Shareholder(s) under the Shareholders' Agreement;

"Transfer Price"

shall mean the cash consideration offered by a transferee to a Transferring Shareholder determined in accordance with the Shareholders' Agreement;

"Transferring Shareholder"

has the meaning given to it in Clause 31.2.2 (Rights granted to the RoL in relation to Share Transfers and Prohibited Change of Control under the Shareholders' Agreement);

"Transferring Interest"

means in respect of a Transferring Shareholder its Shares, and any rights and interests under any Shareholder Loan;

"Transnational Laws"

has the meaning given to it in Paragraph 2.1.4(B) of Schedule 8 (Fundamental Change);

"Treaty Claim"

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

"Ultimate Holding Company"

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

"VATESI"

means the State Nuclear Power Safety Inspectorate (Valstybinė atominės energetikos saugos inspekcija);

"Visaginas New Nuclear Power Plant"

has the meaning given to it in Recital C;

"Vienna Convention 1963"

means the Vienna Convention on Civil Liability for Nuclear Damage of 1963;

"Vienna Protocol"

means the Protocol to Amend the Vienna Convention on Civil Liability for Nuclear Damage of 1997;

"Voluntary Encumbrance"

means in respect of an Exiting Shareholder an Encumbrance put in place by, or resulting from the action, initiative or consent of, such Exiting Shareholder, over such Exiting Shareholder's Shareholder's Interest or any part thereof;

"Wasted Costs"

means: (A) in respect of the RoL, those reasonable costs and expenses reasonably and properly incurred by the RoL or on behalf of the RoL by the Lithuanian Investor; or

(B) in respect of the Strategic Investor, those reasonable costs and expenses reasonably and properly incurred by the Strategic Investor or on behalf of the Strategic Investor by an Associated Company of the Strategic Investor, during the period from (and including) 14 July 2011 up to (and including) the Concession Date in connection with the Tender Process, including the costs and expenses of activities, works or services performed to progress the Project and the costs and expenses incurred in negotiating this Concession Agreement and each of the Ancillary Contracts; and

"WENRA"

means the Western European Nuclear Regulators' Association and/or any organisation which has taken over, or carries out on behalf of the WENRA, all or part of the functions or responsibilities of the WENRA.

SCHEDULE 2

ACCESS ROAD WORKS

In this Schedule:

1.1       unless the context otherwise requires, the following words and phrases shall have the following meanings:

"Access Road" means the road commencing at Klaipeda seaport pier and ending at the boundary to the Construction Site, and which is intended for the transportation of equipment and materials in connection with the Project;

"Access Road Route" has the meaning specified in paragraph 2.3;

"Access Road Specification" has the meaning specified in paragraph 2.1.1;

"Access Road Works" means all works required to the Access Road so that it complies with the Access Road Specification; and

1.2       for the purposes of this Schedule, references to the RoL shall include the RoL acting through state institutions or agencies or other entities of state administration.

2.1       General

2.1.1      A copy of the functional specification for the construction, maintenance, repair and upgrade works required to the Access Road in order to facilitate the Project (the "Access Road Specification") is appended at Annex B to this Schedule.

2.1.2      The RoL intends to develop the design, to undertake the construction, and thereafter to maintain the Access Road in accordance with the Access Road Specification if a positive FID for the Project is taken by the Shareholders.

2.2       Target Date for the completion of the Access Road Works

2.2.1      Without prejudice to the remainder of this Schedule, the RoL confirms that it intends to develop the design of the Access Road on the assumption that the Access Road Works will need to be completed by 31 December 2015.

2.2.2      The RoL and the PCO will, after the Concession Date, negotiate in good faith in order to agree before FID a target date for the completion of the Access Road Works which shall apply if a positive FID for the Project is taken by the Shareholders.

2.3       Route for the Access Road

A plan which shows the proposed course of the Access Road has been appended at Annex A to this Schedule (the "Access Road Route"). The Access Road Route currently provides two options for the exit route (shown in red and blue) from Klaipeda seaport. The Parties acknowledge that one of the proposed options for the exit route will need to be selected by the later of 31 December 2012 and the date which falls sixty (60) Calendar Days after the date of the issue of the first Limited Notice to Proceed under the EPC Contract.

2.4       Liability and Other Matters

2.4.1      It is acknowledged by the Parties that the arrangements in respect of the Access Road Works are still being developed, and that the RoL and the PCO shall therefore negotiate in good faith in order to reach a separate agreement relating to the liability regime for the Access Road Works which shall apply if a positive FID for the Project is taken by the Shareholders.

2.4.2      Notwithstanding any other provision of this Concession Agreement, it is acknowledged and agreed that no Party shall have any liability in connection with the Access Road Works other than as may subsequently be agreed in writing pursuant to paragraph 2.4.1.

Annex A to Schedule 2

Plan showing the route of the Access Road Works

(žemėlapis)

Annex B to Schedule 2

Access Road Specification

TABLE OF CONTENTS

ACCESS ROAD SPECIFICATION

101.1   Owner:  Republic of Lithuania (RoL)

101.2   Name of Project:           Visaginas Nuclear Power Plant (VNPP)

101.3   Location of Project: Lithuania

102.1       Project Background:

a.         As part of the Visaginas Nuclear Power Plant project in Lithuania, a corridor has been identified as a heavy haul corridor that will be used to transport and deliver nuclear facility equipment to the project site, as indicated in Article 116.1.a. The equipment exceeds typical highway restrictions and limitations for weight, width, and height, and a specialized heavy haul transporter vehicle operated by a qualified contractor will be required to haul the equipment.

b.         The corridor originates in the city of Klaipeda, Lithuania, on the Baltic Sea, where the equipment will be offloaded from heavy lift shipping vessels and transferred to heavy haul transporter vehicles, and continues for approximately 550 kilometers to the project site located in Visaginas. The limits of Work defined in this Specification are from Klaipeda port pier to the boundary of the VNPP construction site.

c.         The corridor was identified and selected primarily to utilize public roads suitable for heavy haul transportation and to avoid fixed overhead obstructions; however, the corridor poses several unique challenges to improve and upgrade the infrastructure in order to achieve a serviceable haul road.

102.2       Each segment of the corridor shall be evaluated to verify viability and determine the necessary improvements to meet the criteria specified herein. Each evaluation shall include a condition assessment that determines the load carrying characteristics, geometric parameters, physical barriers and constraints to be altered. The evaluations shall include data collection and gathering design input consisting of, but not limited to, the following:

a.         Perform geotechnical investigation to determine existing soil strength and soil quality values that will be used for determining existing and for designing new pavements and structures.

b.         Perform structural evaluation and assessment of bridges and culverts to determine integrity and load rating.

c.         Perform topographic surveying and mapping to accurately document existing surface features and overhead obstructions, and to verify property limits and ownership, where warranted.

d.         Perform subsurface utility surveying and mapping to identify and document utility crossings along the heavy haul corridor and within road/structure improvement areas.

d1.       Evaluate and record environmental conditions where required as part of the permitting process.

e.         The existing road and infrastructure conditions along the corridor vary significantly, and include asphalt paved highways, municipal streets, and unsurfaced trails as identified in Articles 116.1.b, c, d and j. The full extent of overall design work will be confirmed after the condition assessment and improvement evaluation phases, however based on initial reconnaissance information the work shall include the following Design Activities:

e1.       Design road structural section upgrades and improvements to increase the load carrying capacity and stability as necessary to meet the minimum criteria specified herein.

e2.       Design road intersection modifications, and improve horizontal and vertical alignment along the corridor to provide sufficient width, grade, and curvature to satisfy the combined heavy haul transporter vehicle and equipment dimensions (as defined in transportation schemes), turning movements, and operating requirements.

e3.       Design permanent modifications and improvements for existing bridge and culvert crossings to stabilize, stiffen, and reinforce superstructure and substructure elements to withstand design heavy haul loads and to satisfy transporter dimensions and operating requirements.

e4.       Design new bridges, culverts, and buried utility protection systems where existing bridges, culverts and utilities are not capable of supporting design heavy haul loads.

e5.       Design relocations and/or alterations for overhead obstructions, including traffic sign trusses and utility crossing bridges, truss mounted traffic signals, and low voltage electric cables (4kV and 10kV).

e6.       Identify relocation and/or alteration requirements for overhead obstructions and traffic control appurtenances that will be relocated, including high voltage electric transmission lines (35kV, 110kV, and 330kV), light poles and/or lighting mast arms, post mounted traffic signals, and post-mounted traffic control signs.

e7.       Develop stopping areas along the heavy haul transporter corridor to be used for fueling and vehicle maintenance (maintenance performed by the heavy haul transporter vehicle personnel).

e8.       Develop overtaking zones or traffic bypass plans along the heavy haul transport corridor to be used to minimize traffic congestion.

e9.       The Design Consultant shall prepare deliverables consisting of technical specifications and design drawings to identify the material quality and installation requirements for the Design Activities specified above to be used for construction, permitting, scheduling, and cost estimating. The deliverables shall meet both local, state, and national codes, standards, and regulations within Lithuania and Lithuanian road bounding parameters defined in Article 103 and the combined heavy haul transporter vehicle and equipment requirements defined in Article 104.

e10.     The Owner may prepare a pre-haul test plan for portions of the heavy haul corridor to be performed after construction improvements are completed to verify that the as-constructed heavy haul road is able to withstand anticipated live loads from the heavy haul transporter.

102.3       To support the required design and engineering, this Functional Technical Specification has been prepared to define the overall objective of the project, and to identify the minimum requirements and criteria that shall be used by a qualified Design Consultant to design the heavy haul road.

102.4       This Specification may not be all inclusive, and the expectation is that the knowledge and experience of the Design Consultant will supplement the requirements defined in this Specification. This Specification is intended for the evaluation of existing facilities and the design of upgrades, modifications, and alterations for the heavy haul road construction upgrades: this Specification is not intended to meet the long term design criteria of the haul road after completion of the project, nor to meet the long term design criteria of the local and national governing agencies; however, at a minimum the existing functional classification of each road segment that is modified in any way shall continue to meet current functionality with regard to traffic use and safety, utility easement and ownership, and storm water drainage and conveyance.

102.5       This Specification covers the requirements and criteria for performing a detailed corridor investigation and roadway/bridge design. The scope shall include verification of design inputs, environmental impact assessment, preparing preliminary and final documents for review, permitting support, developing cost estimates, and preparing a detailed schedule covering design, permitting, and construction.

102.6       Design Consultant Requirements and Qualifications:

a.         Design Consultant will be selected by the RoL, and shall demonstrate competency by having previous experience in projects with similar magnitude and character involving infrastructure assessment, design of highways and bridges, buried and overhead utility relocations, and associated permitting, construction, cost estimating, and scheduling.

b.         Design Consultant shall posses experience in roadway design, including horizontal and vertical geometric alignment, structural thickness design, safety, and traffic control.

c.         Design Consultant shall possess experience in bridge design of multiple span structures and segmental bridges, and in bridge assessment and modification.

d.         Design Consultant shall possess experience in geotechnical design and analysis for road pavements, bridges, and structural foundations.

e.         Design Consultant shall possess experience in hydrology and hydraulic analysis relating to bridges, including flood evaluation and routing, scour analysis, water surface modeling, and storm water management regulations.

102.7       The Work shall conform to the requirements of this Specification and shall be performed and supervised by personnel who are experienced and knowledgeable in the type of work to be performed. The Work shall be performed exclusively by the Design Consultant’s trained and competent personnel or, where authorized, that of its subcontractors.

102.8       The Design Consultant, at the Owner’s request, shall provide the Owner with any and all information pertaining to the Work including design documents, construction documents, schedule information, etc.

103.1       Maximum road width in straight road sections identified in Article 116.1. k 9.5 m:

a.         6.5 meters asphalt paved with 0.25 meter compacted gravel shoulders

b.         1.25 compacted road side

c.         There shall be no gap between asphalt covered and compacted road side areas.

103.2       Maximum road ground bearing pressure for 103.1 a.. as identified in Article 116.1. k:

a.         4.4 metric tons load per square meter

b.         10 metric tons load per axle

103.3       Maximum ground bearing pressure as identified in Article 116.1. h:

a.         1.800 ton, being the sum of combined heavy haul transporter vehicle and equipment

104.1       The heavy haul transport vehicle will be a modular, multi-axle rubber tire vehicle designed specifically for transporting the equipment. The heavy haul transporter arrangement will vary based on the type of equipment being transported, however the largest, bounding arrangement for RPV will consist of two coupled self-propelled trailers, each with a turntable supporting the equipment load, pulled by two prime movers, and pushed by two additional prime movers. The following information shall be considered the largest-maximum bounding dimensional data as identified in Article 116.1. e, h, i, l and n, with supplemental information on bounding obstacle parameters provided in Article 116.1. m:

a.         Overall transport vehicle length: 115.6 m (two trailers and four prime movers)

b.         Maximum Trailer length: 33 m (each). 69 m for two (2) transporters including connector

c.         Maximum Trailer width: 6.300 m

d.         Maximum Trailer bed height: 1.19 m

e.         Minimum ground clearance: 0.94 m

f.         Number of axles: 88 per platform, per each trailer

g.         Number of axle lines: 22 axles at 1.5 meters per platform, per each trailer

h.         Number of tires per axle: 16

i.          Axle spacing: 1.5 m

j.          RPV width path: 10 m, 5 m on each side of the center of the road, measured 7.7 m from grade RPV height path: 13 m,

k.         RPV pedestal No.3 height path: 17 m

l.          Trailer width path (no obstacles): 8 m

104.2       RPV Equipment Payload: the number described below through a. to b. subject to change due to design progress.

a.         Maximum payload weight: approximately 1004 metric tons

b.         Maximum rigging/support frame weight: approximately 136 metric tons

c.         Maximum payload width: 9.2 meters, measured 7.707 meters from grade

d.         Maximum payload height: 12.207 meters from grade

104.3       Gross Operating Weight of Heavy Haul Transporter:

a.         The gross operating weight of the combined heavy haul transporter vehicle and equipment: no more than 1800 metric tons

b.         Ground bearing pressure: 4.4 metric tons per square meter

104.4       The heavy haul transporter has the following operational characteristics:

a.         Operating speed: 10 – 25 kilometers per hour (for reference purposes)

b.         RPV Minimum inner turning radius: 13.5 meters

c.         RPV Minimum outer turning radius: 33.5 meters

104.5       Heavy Haul Road Geometric Requirements for straight road sections and corners:

a.         Maximum slope: less than 8 percent, on dry pavement

b.         RPV Minimum curvature radius for vertical slope: greater than 340.5 m

c.         RPV Minimum length of relaxation slops: greater than 27.3 m

d.         Traversal inclines:

d1. Minimum traversal incline for straight-line is 2.5 %; Maximum traversal incline for straight-line is 4.0 %

d2. Minimum traversal incline for curve-line is 2.5 %; Maximum traversal incline for curve-line is 4.0 %;

d3. Minimum traversal incline for crossroad is 2.5 %; Maximum traversal incline for crossroad is 4.0 %.

104.6       Temporary Support Vehicle Information:

a.         The movement of the heavy haul transporter will be accompanied en-route by support vehicles to ensure safety of the crew and public, provide security, perform routine maintenance, and to manage emergencies as they arise. The type of support vehicles anticipated will be determined by the heavy haul transport company.

105.1       The following information shall be used in establishing the load repetitions for pavement and bridge design with appropriate margin:

a.         The preliminary total number of heavy haul transporter trips anticipated as described in Article 116.1.a.

b.         The Owner will provide the Design Consultant with a final list upon receipt from EPC Contractor.

106.1       All road segments shall be inspected and evaluated to determine the condition and serviceability to support the transporter loads for the term of the transporter moves. All deficiencies shall be documented in a report with recommendations for repairs or demolition and rebuilding.

106.2       Road structural layers shall be determined through a geotechnical investigation by obtaining pavement cores and soil borings, or by other acceptable methods, to determine thickness, type, and condition of layers present in the structural section that may include asphalt, concrete, aggregate base, and to determine the soil subgrade properties.

106.3       Road pavement shall be analyzed and upgraded or reconstructed, as necessary, to withstand the heavy haul transporter loads and loading repetitions in accordance with the Functional Technical Specifications defined in this document and meet the requirements of European Union norms and Lithuanian laws.

106.4       Road alignment geometric parameters shall be modified as necessary to meet the requirements described in Article 103 and 104 in order to provide sufficient passage for combined heavy haul transporter vehicle and equipment, and also meet Lithuanian road safety requirements.

107.1       All bridges shall be inspected and evaluated to determine their condition and serviceability load rating capacity to support the combined heavy haul transporter vehicle and equipment for the term of the transporter moves. All deficiencies shall be documented in a report with recommendations for repairs or demolition and rebuilding.

107.2       Bridges and culverts shall be designed in accordance with the Functional Technical Specifications defined in this document and meet the requirements of European Union norms and Lithuanian laws.

a.         Concrete and steel decks shall meet the requirements of all local and government regulations.

b.         Parapets and guard rails shall be designed to meet the Functional Technical Specifications defined in Articles 103 and 104.

108.1       The following design standards and codes as applicable to the work to be performed, from the Lithuanian Road Administration, Lithuanian Association of Surveyors, the Lithuanian Standards Board, and from other jurisdictional authorities.

109.1       The Design Consultant shall prepare a topographic survey of the heavy haul transporter corridor where required to obtain accurate locations and elevations of existing features (pavement limits and grade, trees, signs, culverts, etc.) that require modification or alteration of the corridor. The survey shall be of sufficient detail and limits as necessary to meet the intended design purpose.

110.1       Stopping areas are required for periodic heavy haul transporter vehicles stops that will be used for vehicle maintenance and refueling, provide a safe location to allow for inclement weather to pass, and for operator rest. The following criteria shall be used for the layout and design of the stopping areas along the heavy haul transporter corridor.

a.         The stopping area shall be located directly adjacent to the heavy haul road, and provide sufficient space for support vehicles and smaller heavy haul transporters: large transporters will stop and remain on the heavy haul road and not utilize the stopping area.

b.         The location, size, and exact number of stopping areas shall be coordinated with the Owner during the detailed design phase.

c.         The stopping areas shall be compacted to meet the combined heavy haul transport vehicle and equipment load requirements.

d.         Trees surrounding the stopping areas shall be preserved to the fullest extent possible.

110.2       Overtaking zones or traffic bypasses shall be appropriately identified and/or located, with Owner’s acceptance, to allow passage of vehicles around the heavy haul transporter vehicle to limit traffic congestion to the greatest extent practical.

111.1       Submittals required with proposal:

a.         Key Personnel: Name and resume of Project Manager and Project Lead Engineer identified to work on this project, having at least five years of supervisory experience with highway and road projects of similar size and/or scope.

b.         Project Experience: Description of the company’s recent work history over the last five years for projects of similar magnitude and scope. For each project, include a brief description of work scope.

c.         References: Name and current phone number of professional references, from recent projects that include condition assessment, evaluation, design, and permitting for road and bridge related projects.

112.1       A subsurface investigation program shall be performed along the heavy haul transporter corridor where it is necessary to obtain subsurface information in accordance with Lithuanian laws.

112.2       The following are the minimum requirements for road sections that consist of asphalt pavement:

a.         Soil borings shall be obtained in sufficient depth, quantity, and frequency to obtain reasonable pavement and subgrade soil information that allows accurate assessment of the pavement loading capacity and design of modified or new pavement structural layers in accordance with Lithuanian laws.

112.3       The following are the minimum requirements where new bridges are to be constructed or existing bridges need to be upgraded:

a.         Soil borings shall be obtained in sufficient depth, quantity, and frequency to obtain required subsoil parameters to design bridge modifications or design new bridges in accordance with Lithuanian laws.

113.1       The initial selection of the heavy haul corridor has been investigated and evaluated by the Owner, as identified in Articles 116.1.b, c, d and j, and shall be used as the primary input for establishing the corridor of the heavy haul transporter.

113.2       The heavy haul transporter arrangement (length, number of axles, etc.) for each piece of equipment to be hauled as identified in Article 116.1.a will be prepared by EPC Contractor and will not exceed the bounding road parameters specified in Article 103.1.

113.3       Heavy haul transporter maintenance, repair, and fueling will be performed by the Heavy Haul Transporter Company.

113.4       Relocation and/or alteration, and restoration of roadside obstructions that include electric transmission lines (35 kV, 110 kV, and 330 kV), light poles and/or lighting mast arms, post mounted traffic signals, post-mounted traffic control signs, etc., shall be considered in the haul road improvements and shall be performed if necessary..

113.5       The Scope of Work covered by this Functional Technical Specification is limited to the heavy haul road between Klaipeda port pier and the boundary of the VNPP construction site, and improvements beyond these limits, if necessary, will be provided by Others.

114.1       Whenever the following terms appear in the Contract Documents, they shall mean the following:

a.         Design Consultant - means the firm, company, organization retained by Owner to perform the Work covered by this Specification

b.         Work - means documentation preparation and submittal, procurement, labor, services, equipment, material, construction and maintenance work as set forth in the Contract Documents

c.         Contract Documents - means all Drawings, Data, Specifications, Addenda and Revisions thereto; Purchase Orders and Supplements to the Purchase Order; Design Consultant’s Drawings as accepted by Owner; and all documents which are a part of the Contract

d.         Heavy Haul Transport Company - means the entity responsible for providing heavy haul transporter equipment, supervision, and labor to transport the equipment along the heavy haul corridor defined herein

e.         Others - means any firm exclusive of the Design Consultant

f.         Indicated - means as shown, noted, called for, or specified on the Drawings and Data

g.         Provide - means furnish, perform and install and when applicable place in successful operation

115.1       Address and submit correspondence, reports and related documents to the following:

a.         Owner contact: VAE

Technical Contact: To be determined

Contractual Contact: To be determined

116.1       The following Drawings and Data prepared and/or supplied by the Owner, Owner’s Engineer, or Hitachi-GE Nuclear Energy/ Hitachi Transport Systems, unless otherwise indicated, form a part hereof:

a.         Major Component Packing List for VPN, CNJ-LT-G001_R2_Major Component Packing List 20111228, Hitachi-GE Nuclear Energy, Ltd (this information must be used only for reference purposes, and is subject to revision).

b.         Route Survey of the Lithuanian Road Network, Summary Report, prepared by Visagino Atomine Elektrine (VAE), 2011.

c.         Survey Results and Recommendations Report, prepared by Hitachi Transport Systems, Ltd., 2011 (this information must be used only for reference purposes, and is subject to revision).

d.         Difficult Turns Report, prepared by Hitachi Transport Systems, Ltd., 2011 (this information must be used only for reference purposes, and is subject to revision).

e.         Transport Arrangement RPV, 0010053120-NL03-D-T1, Sheet 1, Revision 0, (this information must be used only for reference purposes, and is subject to revision).

f.         General Arrangement Platform Trailers RPV, 0010053120-NL03-D-G01, Sheet 1, Revision 0, (this information must be used only for reference purposes, and is subject to revision).

g.         General Arrangement Discharge at Klaipeda Port RPV, 0010053120-NL03-D-G02, Sheet 1, Revision 0, (this information must be used only for reference purposes, and is subject to revision).

h.         Functional Requirements for the Access Road, Hitachi-GE Nuclear Energy, Ltd., April 25, 2012.

i.          Hitachi-GE Nuclear Energy Letter XE-LT-0156, Rev.0, February 24, 2012.

j.          VAE Detailed road survey maps (Difficult turns VH-12022701, February 27, 2012 and Straight part of route VH-12030501, March 5, 2012).

k.         Republic of Lithuania bounding road parameters VH-12031401, March 14, 2012.

l.          Hitachi-GE Nuclear Energy Letter XE-LT-0161, Rev.0, February 27, 2012.

m.        Bounding obstacles parameters VH-12031402, March 14, 2012.

n.         Transport Arrangement RPV pedestal No. 3, 0010053120-D-T03, Sheet 1, Revision 0, (this information must be used only for reference purposes, and is subject to revision).

o.         Hitachi-GE Nuclear Energy Letter XL-LT-0029, Rev.0, March 29, 2012.

SCHEDULE 3

INITIAL SHAREHOLDERS' DETAILS AND SHAREHOLDING

Shareholder

Potential shareholding

Lithuanian Investor

38 %

Strategic Investor

20 %

Latvenergo AS

20 %

Eesti Energia AS

22 %

SCHEDULE

NATIONAL SECURITY CRITERIA

1.1       controls, directly or indirectly, whether by virtue of a State-granted right or as a matter of fact, the importation from any Non-NATO State or Non-EEA State into the Republic of Lithuania of one third or more of the total volume of any type of fossil fuel imported into the Republic of Lithuania;

1.2       effectively controls fossil fuel supply infrastructure in any Non-NATO State or Non-EEA State, which effective control enables the transferee or any of its Associated Companies (either individually or collectively) as the case may be to reduce the supply of any type of fossil fuel imported into the Republic of Lithuania by 33 per cent. or more of the total imported volume;

1.3       controls, directly or indirectly, whether by virtue of a State-granted right or as a matter of fact, the importation into the Republic of Lithuania from any Non-NATO State or Non-EEA State of one third or more of the total of electricity imported into the Republic of Lithuania; or

1.4       controls electricity transmission infrastructure in any Non-NATO State or Non-EEA State, which control enables the transferee or any of its Associated Companies (either individually or collectively) as the case may be to reduce the supply of electricity imported into the Republic of Lithuania by 33 per cent. or more of the total imported volume,

and the proportions referred to in this Paragraph 1 shall be calculated by reference to the 12-month period preceding the date on which the relevant Transfer Notice is issued by the Transferring Shareholder.

SCHEDULE 5

SITE

PART I

EASTERN SITE

No.

Unique/Cadastral No.

Area (ha)

Purpose/Type of Use

1.

4400-2110-7279 4535/0003:7 Karlu k.v.

212.4183

Other, territories for industry and storage objects (for construction of industry and storage companies)

2.

4400-2110-7380 4535/0002:19 Karlu k.v.

28.9150

3.

4400-2110-7024 4535/0002:17 Karlu k.v.

11.9552

Other, territories for engineering infrastructure (for corridors of communication and infrastructure networks)

4.

4400-2110-7446 4535/0002:20 Karlu k.v.

34.4229

The infrastructure on the eastern site comprises the Cooling Water Facilities located on the land plot unique No. 4400-2110-7446, cadastral No. 4535/0002:20 Karlu k.v.

PART II

WESTERN SITE

No.

Unique/Cadastral No.

Area (ha)

Purpose/Type of Use

1.

4400-2110-8854 4535/0002:22 Karlu k.v.

63.6512

Other, territories for industry and storage objects (for construction of industry and storage companies)

2.

4400-2110-7598 4535/0002:21 Karlu k.v.

29.7316

Other, type of use not specified

3.

4400-2103-1594 4535/0002:16 Karlu k.v.

10.6823

Other, territories for industry and storage objects (for construction of industry and storage companies)

4.

4400-2110-9138 4535/0002:23 Karlu k.v.

9.4718

Other, territories for engineering infrastructure (for corridors of communication and infrastructure networks)

5.

4400-2110-7446 4535/0002:20 Karlu k.v.

34.4229

The infrastructure on the western site comprises the Cooling Water Facilities located on the land plot unique No. 4400-2110-7446, cadastral No. 4535/0002:20 Karlu k.v., the land plot unique No. 4400-2110-9138, cadastral No. 4535/0002:23 Karlu k.v. (which can serve for connection to the Cooling Water Facilities) and transmission lines.

SCHEDULE 6

DECOMMISSIONING AND WASTE FUNDING PRINCIPLES

(1)       The decommissioning and radioactive waste management and disposal for the Visaginas New Nuclear Power Plant (NNPP) shall be based on a “polluter pays” principle and established in accordance with the principles and procedures set out herein.

(2)       RoL shall ensure that any Laws applicable to the decommissioning of the NNPP and/or the management or disposal of radioactive waste originating from the NNPP are consistent with the Decommissioning and Waste Management Principles (as defined below) and the other provisions of this Schedule 6.

Decommissioning and Waste Management Arrangements

(3)       The detailed procedures, methods and outcomes for the decommissioning of the NNPP and management and disposal of radioactive waste during the period from first criticality of the NNPP until the completion of all decommissioning works together with the method for estimating and revising the costs of decommissioning and planning for expenditure shall be set out in detailed decommissioning and waste management provisions (the “Decommissioning and Waste Management Arrangements”) in accordance with this Schedule 6.

(4)       The PCO shall be responsible for the preparation of the Decommissioning and Waste Management Arrangements in a manner which is consistent with the Decommissioning and Waste Management Principles (as defined below).

(5)       The Decommissioning and Waste Management Arrangements shall be submitted by the PCO to the Supervising Authority (as defined below) for review. The Supervising Authority shall be established, resourced and staffed and will conduct its activities in a manner consistent with the Commission Recommendation of 24 October 2006 on the management of financial resources for the decommissioning of nuclear installations, spent fuel and radioactive waste (2006/851/Euratom) and the Guide to the Commission Recommendation on the management of financial resources for the decommissioning of nuclear installations, spent fuel and radioactive waste (2006/851/Euratom) (both together - the "Commission Requirements") and the principles set out herein.

(6)       The arrangements for the funding of decommissioning of the NNPP and the funding of management and disposal of radioactive waste shall be carried out in accordance with the Decommissioning and Waste Management Arrangements (as revised from time to time in accordance with this Schedule 6).

(7)       No Law will provide for any project participant or direct or indirect investor in the PCO to have any liability to any person in connection with the matters referred to in paragraph 6.

(8)       The PCO shall maintain and update the Decommissioning and Waste Management Arrangements to ensure continuing compliance with the Decommissioning and Waste Management Principles (as defined below).

(9)       The Decommissioning and Waste Management Arrangements and the cost estimates contained therein shall be updated every five years and whenever information becomes available to the PCO which will result in a material change to the Decommissioning and Waste Management Arrangements or the estimated costs of decommissioning the NNPP. The adequacy of the fund's assets shall be assessed annually.

Decommissioning and Waste Management Principles

(10)     The principles for the decommissioning of the NNPP and the management and disposal of radioactive waste shall include the following matters:

• a sufficiently high certainty basis for estimating the cost and a method for its determination;

• clear division of rights, responsibilities and liabilities in relation to fund management;

• regular contributions to the Fund by the PCO, subject to paragraph 7, as the PCO is the only private sector party which will be required by applicable law to make contributions to the Fund or for the implementation of decommissioning and waste management arrangements;

• a mechanism for a conservative estimation and independent verification of growth assumptions of the Fund;

• a mechanism and a sufficient prudent timescale for correction of any underfunding or overfunding of the Fund;

• regular updates of the Decommissioning and Waste Management Arrangements, the cost estimates of the respective arrangements; fund performance, its financial assumptions, adequacy and contribution levels;

• a price firming process for the calculation of costs for management and final disposal of waste from the Ignalina NPP and Visaginas NNPP (subject to an agreement between the parties in accordance with paragraph 15 of this Schedule 6)

(11)     Decommissioning and waste management and disposal methods and procedures shall be based on the most up-to-date available knowledge of the state of the plant and up-to-date and proven technologies and methods at each of the reviews referred to in paragraph 9.