AGREEMENT FOR THE MONTHLY CALLABLE SUBLETTING OF NATURAL GAS TRANSMISSION CAPACITY

Transcription

1 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng AGREEMENT FOR THE MONTHLY ALLABLE SUBLETTING OF NATURAL GAS TRANSMISSION APAITY between ENI S.p.A. an Italan ompany whose regstered offce s n Roma - Pazzale Enrco Matte, 1 (herenafter referred to as "ENI") and [ompany name] [Address] (herenafter referred to as "SHIPPER ) [n x] 1

2 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng ONTENTS Whereas Art. 1 Defntons Art. 2 Object of the ontract Art. 3 Sublettng Oblgatons and Overrun Art. 4 Quanttes Art. 5 Determnaton of the Quanttes Art. 6 Qualty and pressure of Gas Art. 7 Term of the ontract Art. 8 Interrupton and/or Reducton of Sublettng Servce Art. 9 Upfront Fee and monthly sublettng Fee Art. 10 Invocng and Payment Art. 11 Measurement Art. 12 Programs Art. 13 Taxes and Dutes Art. 14 Lablty Art. 15 Force Majeure Art. 16 Bank Guarantee Art. 17 Governng law and ltgaton Art. 18 Amendments Art. 19 Notces Art. 20 onfdentalty Art. 21 Admnstratve Responsblty Art. 22 Assgnment Annex A: Qualty and pressure specfcaton at the Intake Pont Annex B: Qualty and pressure specfcaton at the Offtake Pont Annex : ontact Informaton Annex D: Form of the Bank Guarantee Annex E Actvaton Form of the Sublettng Servce for the Elected Month Annex F: Relevant Data Annex G:Procédure de Partage 2

3 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng Whereas: 1. The SHIPPER may have Natural Gas avalable at the Intake Pont and n such case ntends to have ths Gas transported through the South Med Ppelne System; 2. ENI has commtted transmsson capactes on the South Med Ppelne System and t has offered part of t n the Aucton Procedure wth a product whereby, upon the upfront payment of a fee, the SHIPPER acqures the rght of actvatng ts awarded capacty and pay the relevant sublettng fee only n selected month(s); 3. The SHIPPER has been assgned part of sad ENI s commtted transmsson capactes n the Aucton Procedure and has also accepted that ENI wll transfer to t (or to any other subject ndcated by t) n the month(s) when t wll actvate the sublettng servce a correspondng quantty of Snam Rete Gas s entry capacty at Mazara del Vallo; 4. The Partes ntend to set forth the basc terms and condtons for ) the use of the transmsson capacty sublet by ENI to the SHIPPER n order to have SHIPPER s Natural Gas quanttes transmtted from the Intake Pont to the Offtake Pont and ) for the transfer of rghts and oblgatons of Snam Rete Gas s entry capacty at Mazara del Vallo. Now, therefore, t s agreed by the Partes hereto as follows: Artcle 1 Defntons The followng words and terms, when used n ths ontract, shall have the meanng as follows: Acheteur shall have the meanng defned n Artcle 1 of Annex G (Procédure de Partage). Aucton Procedure shall mean the Aucton Procedure South Med. Aucton perod Dec.2013 Sep.2014 (for Monthly allable Sublettng publshed on ENI web ste on 14/10/2013. Bar shall mean a pressure of Pa. Bd Bond shall mean the securty provded by the SHIPPER, as set forth n Artcle 5 of the Aucton Procedure. BTU shall mean Brtsh Thermal Unt equvalent to 1055,06 Joule(s). Busness Day shall mean any day, but not a Saturday, Sunday or a holday n Italy. ontract shall mean ths agreement, ncludng the Preamble and Annexes A, B,, D, E, F and G whch consttute an ntegral part of t. ontractual cubc meter (m3) or cm shall mean the quantty of natural gas whch, when absolutely dry, at a temperature of 15 and at an absolute pressure of 1 Bar, occupes the volume of one cubc meter. Day shall mean the perod of twenty-four consecutve hours begnnng at 08:00 a.m. (Greenwch merdan) on each calendar day and endng at 08:00 a.m. (Greenwch merdan) on the followng calendar day. Downstream Shpper code shall mean the code to whch Natural Gas s re-delvered, from an operatonal pont of vew, at Mazara del Vallo. Elected Month shall mean any Month that s comprsed wthn the perod from the Start-Up Date and throughout the term of ths ontract, when the Sublettng Servce s actvated by the SHIPPER accordng to the terms and condtons set forth n Artcle 3.6. Exstng Procédure de Partage shall mean the Procédure de Partage du gaz sur Gazoduc Transtunsen, contracted by the Tunsan State, TTP and the users of the TTP Ppelne System (ncludng En) on 24th September 2008, as amended from tme to tme. 3

4 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng Fee shall mean the fee as referred to n Artcle 9.2. Fuel Gas shall mean the SHIPPER s quota, as set forth n Artcle 5, of the quanttes of Natural Gas consumed by the compressor statons of the TTP Ppelne System. Gross alorfc Value (GV) shall mean the quantty of heat expressed n MJ produced by the complete combuston of one Standard ubc Meter (Sm 3 ) of Natural Gas at a temperature of ffteen degree elsus and at an absolute pressure of 1,01325 Bar wth excess ar at the same temperature and pressure as the natural Gas when the products of combuston are cooled to the ntal temperature of the Gas and when the water formed by the combuston s condensed to the lqud state to the ntal temperature of Gas. Intake Pont shall mean the Entry Oued Saf-Saf. Entry Oued Saf Saf shall mean the entry pont nto the TTP Ppelne System on the Algeran/Tunsan border n the area of Oued Saf-Saf. Joule (J) shall mean the quantty of heat as defned n ISO 1000 S.I. unts and recommendatons for the use of ther multples and of certan other correlated unts. Manuale Operatvo shall mean the document ssued and to be made avalable by the Operator concernng the operatonal aspects related to the transportaton servces made avalable by the Operator. Megajoule (MJ) shall mean one mllon joules. Month shall mean the perod begnnng at 08:00 a.m. (Greenwch merdan)on the frst day of any calendar month and endng at 08:00 a.m. (Greenwch merdan) on the frst day of the followng calendar month. Natural Gas or Gas shall mean any hydrocarbon or mxture of hydrocarbons and non-combustble gases formed manly by natural gas whch, when extracted from the subsol of the earth n ts natural state separately or together wth lqud hydrocarbons, s n the gaseous state. Offtake Pont shall mean the connecton between the TMP Ppelne System and the downstream gas transportaton system of Snam Rete Gas, at the Italan border near Mazara del Vallo, where Natural Gas s transported and redelvered to the SHIPPER and t s off-taken by the SHIPPER. Operator shall mean TTP. Party or Partes shall mean ENI or the SHIPPER, ndvdually or collectvely. Ppelne Non Accounted Gas shall mean, the SHIPPER s quota, as set forth n Artcle 5, of the dfferences (f any) between the total quanttes of Natural Gas delvered nto the Ppelne and the total quanttes of Natural Gas off-taken from the Ppelne (ncludng Fuel Gas), due to all losses, measurement dfferences and dfference of the energetc content of Gas n the Ppelne at a certan moment n tme. Such dfferences shall be determned accordng to the procedure descrbed by Annex G (Procédure de Partage). Prmary Bank shall mean a bank wth ratng Standard and Poor s orporaton not under "BBB-" or Moody s Investors Servce Inc. not under "Baa3" or Ftch Ratngs, Inc./Ltd. not under BBB-. Protocole d Accord shall have the meanng defned n Artcle 1 of Annex G (Procédure de Partage). Reasonable and Prudent Operator s used to descrbe the standard of care to be exercsed by a Party n performng ts oblgatons hereunder, the degree of dlgence, prudence and foresght reasonably and ordnarly exercsed by experenced operators engaged n the same type of busness under the same or smlar crcumstances and condtons havng due consderaton to the nterests of the other Party. Snam Rete Gas shall mean the company that performs actvtes of Natural Gas transportaton downstream the Offtake Pont. SOTUGAT shall mean Socété Tunsenne du Gazoduc Transtunsen, based n Boulevard du 7 Novembre, entre Urban Nord Tuns, Tunsa, owner of the plants, ppelnes and auxlary servces belongng to the TTP Ppelne System. 4

5 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng South Med Ppelne System or Ppelne shall mean jontly the TTP Ppelne System and the TMP Ppelne System. Standard ubc Meter (Sm 3 ) shall mean the quantty of natural Gas whch, when absolutely dry, at a temperature of 15 and at an absolute pressure of 1,01325 Bar, occupes the volume of one cubc meter. Start Up Date shall mean the Start-up Date, as defned n Artcle 7. STEG shall mean Socété Tunsenne de l Electrcté et du Gaz, based n Tuns, 38 Rue Kémal Ataturk. Sublet Hourly Flow Rate shall mean the maxmum hourly flow rate (expressed n m3/h) sublet for the transportaton from the Intake Pont to the Offtake Pont as set forth n Artcle 4 and possbly reduced n case of nterrupton and/or reducton of ENI s transmsson capacty as per Artcle 8. Sublettng Servce shall mean the servce object of ths ontract, as defned n Artcle 2.1. TMP shall mean Transmedterranean Ppelne ompany Lmted, based n Elzabeth House, 9 astle Street, St. Heler JE11BG Jersey, hannel Islands, owner of the plants, ppelnes and auxlary servces belongng to the TMP Ppelne System. TMP Ppelne System shall mean the gas transmsson system, ncludng compressor statons and all ancllary facltes along the lne, runnng from the nterconnecton pont wth the TTP Ppelne System n the area of ap Bon, crossng the Medterranean Sea and endng at a pont n the area of Mazara del Vallo. TTP shall mean Trans Tunsan Ppelne ompany S.p.A. based n San Donato M.se, Pazza Ezo Vanon, 1, exclusve owner of the transportaton rghts on the TTP Ppelne System and performng actvtes of Natural Gas transportaton on the South Med Ppelne System. TTP Ppelne System shall mean the gas transmsson system, ncludng compressor statons and all ancllary facltes along the lne, runnng from the Algeran-Tunsan border n the area of Oued Saf-Saf, crossng Tunsa and endng at a pont n the area of ap Bon. Tunsan Fscal Offtake shall mean the amount as referred to n Artcle 5. Upfront Fee shall mean the fee as referred to n Artcle 9.1. Upstream Shpper codes shall mean the codes by means of whch the SHIPPER delvers Natural Gas at the Intake Pont. Week shall mean the perod of seven (7) Days begnnng at 08:00 a.m. (Greenwch merdan) on a Sunday and endng at 08:00 a.m. (Greenwch merdan) on the followng Sunday. In ths ontract references to tme are references to the entral European Tme (ET ), unless otherwse specfcally specfed.. For all the other unts of measure, the defntons contaned n ISO 1000:1981 and n the Internatonal System shall be used. For the avodance of doubt, comma s used as separator of decmal places of the fgures of ths document. Artcle 2 Object of the contract 1. Ths ontract contans the provsons regardng the rght, for the SHIPPER, upon the payment of the Upfront Fee, to actvate on any Elected Month the delvery of Natural Gas by the SHIPPER at the Intake Pont and ts redelvery to the SHIPPER at the Offtake Pont usng the Sublet Hourly Flow Rate as per Artcle 4 below ( Sublettng Servce ), under the terms and condtons set forth n ths ontract. 2. In addton, ths ontract contans provsons regardng the acceptance by the SHIPPER for any Elected Month of the transfer by ENI to t (or to any other subject ndcated by t) of rghts and oblgatons of Snam Rete Gas s entry capacty at Mazara del Vallo for a quantty equal to Q-ENTRY set n Artcle 4 below. 5

6 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng 3. On any Elected Month, the redelvery oblgaton, set forth heren, has not to be construed as an oblgaton to redelver the same Gas delvered by the SHIPPER, but as an oblgaton to redelver an equvalent (n terms of energy) quantty of Gas, as specfed hereunder. Artcle 3 Sublettng Oblgatons and Overrun 1. In accordance wth and subject to the terms and condtons of ths ontract, for any Elected Month, ENI shall let smultaneously redelver to the SHIPPER at the Offtake Pont, usng the Sublet Hourly Flow Rate as per Artcle 4 below, an amount of energy, on a GV bass, equal to the energy contaned n the quanttes of Natural Gas that the SHIPPER wll delver and make avalable at the Intake Pont dmnshed by Fuel Gas, Ppelne Non Accounted Gas and Tunsan Fscal Offtake (f any), as set forth n Artcle 5 below. 2. In no cases ENI wll be oblged to let be redelvered to the SHIPPER at the Offtake Pont a total quantty of energy hgher than the quantty smultaneously delvered by the SHIPPER at the Intake Pont dmnshed by Fuel Gas, Ppelne Non Accounted Gas and Tunsan Fscal Offtake (f any), accordng to the prncples referred to n Artcle 3.1 above. 3. Startng from the frst Day of any Elected Month and throughout the term of such Elected Month, the Gas delvered by the SHIPPER at the Intake Pont shall be off-taken provded sad Gas has the qualty and pressure specfed n Artcle 6 below and further provded that the hourly flow rate shall not exceed the Sublet Hourly Flow Rate. In the event that the Sublet Hourly Flow Rate s exceeded, there shall be no oblgaton to take delvery of Gas. 4. The Gas wll be redelvered to the SHIPPER at the Offtake Pont and the SHIPPER shall take delvery of sad Gas, n accordance wth Artcle 5 hereunder. 5. The SHIPPER shall n any event off-take the quanttes of Gas redelvered to the SHIPPER at the Offtake Pont. Should the SHIPPER, for whatever reason not attrbutable to default of ENI, not offtake all Gas redelvered to t at the Offtake Pont pursuant to Artcle 3.1, ENI, wthout prejudce to any other rghts, shall smultaneously be released from the oblgaton to let Gas be delvered at the Intake Pont pursuant to Artcle 3.1, whle the SHIPPER shall not be released from ts oblgaton to pay pursuant to ths ontract. 6. ondtons for the actvaton of the Sublettng Servce and actvaton of the Sublettng Servce for the Month k 6.A. The SHIPPER s enttled to actvate the Sublettng Servce only after the SHIPPER has transmtted to ENI rght and proper documentaton and/or act certfyng: the acquston by the SHIPPER of the Tunsan State approval regardng 1) the fscal arrangements (ncluded but not lmted to the amount to be off-taken by the Operator n such respect, f any, on behalf of the Tunsan State) to whch the SHIPPER s subject n relaton to ths ontract and 2) any other authorzaton or documentaton requred n relaton thereto (ncludng but not lmted to the authorzaton to transt along the Tunsan terrtory); SHIPPER s adheson to and sgnature of the Protocole d Accord regardng the allocaton of the total measured quantty of gas at the measurement staton owned by SONATRAH and located n Algera, very near to the Algeran Tunsan border, to be entered nto by SONATRAH and all buyers of Algeran gas delvered or to be made delvered for transportaton on the TTP Ppelne System. The above mentoned documentaton shall be forwarded by ENI to the Operator for the followng purposes: ) gve access to the SHIPPER to the Manuale Operatvo, and ) nclude the SHIPPER as Acheteur of the procedure set out n Annex G (Procédure de Partage). The SHIPPER shall carry out the actvtes related to the above requrements n good fath and wthout undue delay. The SHIPPER s enttled to request the actvaton of the Sublettng Servce for the Month k only f all the above requrements have been fulflled at least fve (5) Busness Days before the correspondng deadlne set n Artcle 3.6.B) below for such Month k. 6

7 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng 6.B. - Provded all the requrements of Artcle 3.6.A) above are fulflled, the Sublettng Servce for the Month k shall only be actvated and such Month k shall be an Elected Month f, wth regards to such Month k, both ENI and the Operator have receved by fax (ENI to the fax number ndcated n Artcle 19 and the Operator to the fax number ndcated n Annex ) from the SHIPPER not later than 1:00 p.m. on the date set n table here below n correspondence of the related Month k the notfcaton form set n ANNEX E flled n correctly and completely. Deadlne date for notfyng the actvaton of the Sublettng Servce for the Month that shall be an Elected Month Month 14 th November 2013 December th December 2013 January th January 2014 February th February 2014 March th March 2014 Aprl th Aprl 2014 May th May 2014 June th June 2014 July th July 2014 August th August 2014 September 2014 In case the SHIPPER has not access to the Snam Rete Gas s IT platform Portale apactà for entry capacty transfer of rghts and oblgatons, the SHIPPER shall ndcate nto the notfcaton form any other subject that has such access and wth whch the SHIPPER has entered nto proper arrangements to accept on ts behalf such transfer. Partes agree that, n case no full detals of such other subject are provded nto the notfcaton form, the SHIPPER shall be the entty that s acceptng such transfer. 7. Transfer of rghts and oblgatons of Snam Rete Gas s entry capacty at Mazara del Vallo for the Elected Month k Upon a tmely recepton of a vald notfcaton form, ENI shall ssue (save n case of Force Majeure) for 1) all days of the Elected Month k (expect for the frst day n case the Month mmedately precedng the Elected Month k was an Elected Month too) and 2) the frst day of the Month mmedately followng the Elected Month k the transfer of rghts and oblgatons of Snam Rete Gas s entry capacty at Mazara del Vallo - on the Snam Rete Gas s IT platform Portale apactà for entry capacty transfer of rghts and oblgatons - to the SHIPPER, or to the other subject that t has ndcated nto the notfcaton form, for a quantty equal to Q-ENTRY set n Artcle 4.2. Soon thereafter and n any case not later than twenty-four (24) hours n advance of the last deadlne set by Snam Rete Gas to start the transfer, ether from the second or the frst day of the Elected Month dependng on whether or not the Month mmedately before the Elected Month was an Elected Month too (currently ths deadlne s set at 5:00 p.m. of the fourth (4th) day before the start date of such transfer for the Elected Month): ) the SHIPPER - or the other subject that t has ndcated nto the notfcaton form - shall accept such transfer of rghts and oblgatons, ) the SHIPPER shall communcate by emal or fax (to the e-mal or fax number ndcated n Artcle 19) to ENI the dentfcaton number of the acceptance on Snam Rete Gas s IT platform, by the SHIPPER or by such other subject that t has ndcated nto the notfcaton form. For the avodance of doubt: the day referred to n ths Artcle 3.7 s defned accordng to the relevant defnton of the network code of Snam Rete Gas; the transfer for the concerned Elected Month shall regard frm yearly booked Snam Rete Gas s entry capacty at Mazara del Vallo and the SHIPPER - or the other subject that t has ndcated nto the notfcaton form - shall assume the relevant applcable payment oblgaton (.e. the frm yearly tarff appled by Snam Rete Gas for the concerned Elected Month); upon the acceptance of the transfer of Snam Rete Gas s entry capacty at Mazara del Vallo by the SHIPPER- or by the other subject that t has ndcated nto the notfcaton form the SHIPPER shall keep ENI whole and ndemnfed aganst any oblgaton, cost, loss, damage, charge, fee, penalty or expenses (f any) regardng such transferred entry capacty; 7

8 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng t s SHIPPER s full responsblty to ensure that t has access to Snam Rete Gas s IT platform Portale apactà for entry capacty transfer of rghts and oblgatons or that t wll enter nto proper arrangements wth any other subject havng such access, for all tme necessary pursuant to ths ontract. In the latter case: o o o the SHIPPER shall reman fully responsble and lable towards en regardng such transfer of Snam Rete Gas s entry capacty at Mazara del Vallo and/or the falure of acceptance of such transfer by such other subject accordng to the provsons of ths ontract; the SHIPPER shall ensure that arrangements wth such other subject wll provde that no clam or lablty of any knd can be rased towards en by such other subject; the SHIPPER shall keep en whole and ndemnfed aganst any clam by such other subject; o the SHIPPER acknowledges that, upon the ssuance by en of the transfer to such other subject, en has fulflled ts oblgatons under ths ontract regardng such transfer and the SHIPPER shall not be enttled to rase any clam n such respect. In case of falure of acceptance of the transfer of rghts and oblgatons of Snam Rete Gas s entry capacty at Mazara del Vallo by the SHIPPER - or by the other subject that t has ndcated nto the notfcaton form - SHIPPER shall pay to ENI the cost to be pad by ENI towards Snam Rete Gas for the concerned Elected Month for such entry capacty not transferred, ncreased by forty percent (40%). In case the SHIPPER - or the other subject that t has ndcated nto the notfcaton form - fals to accept the transfer of rghts and oblgatons of Snam Rete Gas s entry capacty at Mazara del Vallo and n case durng the Elected Month k the Italan Mnstry of Economc Development n complance wth the emergency plan n annex 2 of the Mnsteral Decree of Aprl 19 th 2013 declares an alarm level (as per pont of sad emergency plan) for the gas supply to Italy, ENI shall be enttled to suspend the Sublettng Servce under ths ontract and the SHIPPER shall:. pay n any case the whole monthly sublettng Fee;. remburse ENI for any cost, loss, damage, charge, fee, penalty or expenses ncurred by ENI n order to comply wth ts oblgatons n relaton wth the emergency (ncluded, f any, the oblgaton to maxmze the utlzaton of entry capacty nto the Snam Rete Gas grd). These costs shall nclude, but not be lmted to, the cost of purchasng Gas abroad and any logstc cost to transport sad Gas to Italy on a daly bass. 8. In any event the SHIPPER shall ndemnfy and hold harmless ENI from and aganst any losses, damages and costs charged to ENI by the relevant transmsson system operator or clamed by other shppers on the Ppelne due to an overrun by the SHIPPER of the Sublet Hourly Flow Rate. Artcle 4 Quanttes 1. Startng from the frst Day of any Elected Month and throughout the term of such Elected Month the Sublet Hourly Flow Rate of the SHIPPER wll be equal to: Q = [.] m3/h (to be nserted n accordance wth the result of the Aucton Procedure). The delvery, redelvery and respectve off-take oblgatons pursuant to ths ontract shall apply to the relevant Party assumng an even flow rate durng the Day. 2. Snam Rete Gas s entry capacty at Mazara del Vallo for the Elected Month k The Snam Rete Gas s entry capacty at Mazara del Vallo for an Elected Month k to be transferred by ENI to the SHIPPER - or to the other subject that t has ndcated nto the notfcaton form - upon the actvaton of the Sublettng Servce for such Elected Month, accordng to Artcle 3.7 s equal to: Q-ENTRY = Q * 24 /1,01325 [Sm 3 /Day] where Q s the value set n Artcle 4.1; 8

9 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng Q-Entry s expressed n Sm 3 /Day and shall be rounded to the second (2 nd ) decmal dgt and a fgure of fve (5) or more n the thrd (3 rd ) place of decmals shall cause a roundng up of that second (2 nd ) decmal. Artcle 5 Determnaton of the Quanttes 1. The Daly and Monthly quantty of Gas delvered by the SHIPPER at the Intake Pont shall be determned accordng to the Protocole d Accord regardng the allocaton of the total measured quantty of Gas at the measurement staton owned by SONATRAH and located n Algera, very near to the Algeran Tunsan border, to be entered nto by SONATRAH and all buyers of Algeran gas delvered or to be made delvered at the Intake Pont for transportaton on the TTP Ppelne System. 2. The followng rules shall be appled accordng to the procedure set n Annex G (Procédure de Partage). a) The Daly and Monthly quantty of Gas redelvered to the SHIPPER at the Offtake Pont shall be the quantty resultng from the allocaton procedure set out n Annex G (Procédure de Partage) of the total measured quantty of Gas at the measurement staton owned by Snam Rete Gas and located n Italy, near Mazara del Vallo. In case of accdental ( accdental ) events mplyng gas losses on the TMP Ppelne System, the Operator shall calculate sad gas losses n collaboraton wth the operator of the TMP Ppelne System. For the purpose of the quantty of Gas redelvered to the SHIPPER at the Offtake Pont, sad gas losses shall be added up to the quantty measured at the measurement staton owned by Snam Rete Gas referred to hereabove. In partcular, the Daly quantty of Gas redelvered to the Shpper at the Offtake Pont shall be calculated accordng to Artcle 12 of Annex G (Procédure de Partage). b) The SHIPPER shall make avalable to the Operator, wthout any expense or cost of any knd for ENI, the followng quanttes of Gas that shall be deducted from the quanttes to be redelvered at the Offtake Pont: A. Fuel Gas; such amount shall be calculated (as for every user of the TTP Ppelne System) pro rata on the bass of the rato between the quantty of Gas used at the compressor statons of the TTP Ppelne System for the SHIPPER pursuant to ths ontract and the total quantty of Gas used at sad compressor statons, accordng to Artcle 10 of Annex G (Procédure de Partage); B. Ppelne Non Accounted Gas; such amount shall be calculated pro rata on the bass of the quanttes of Gas effectvely transported for each user of the Ppelne, accordng to Artcle 11 of Annex G (Procédure de Partage) and ncludng any gas loss on the TMP Ppelne System;. Tunsan Fscal Offtake (f any); such amount (f any) corresponds to the quantty calculated accordng to Artcle 8 of Annex G (Procédure de Partage) requred by the Tunsan State (or any other entty desgnated by t n such respect) for physcal settlement pursuant to the fscal arrangements entered nto wth the SHIPPER and to be off-taken by the Operator (on behalf of the Tunsan State or any other entty desgnated by t n such respect). In ths respect any nvocng (f any) or formalty shall be dealt wth drectly between the SHIPPER and the Tunsan State (or any other entty desgnated by t n such respect); ENI shall not bear any responsblty whatsoever n such respect. The SHIPPER acknowledges and agrees that t undertakes to comply wth the Procédure de Partage governed by Tunsan law annexed to ths agreement at Annex G. In partcular SHIPPER acknowledges and agrees that: ) the above quanttes shall be determned by the Operator applyng the algorthms contaned nto Annex G (Procédure de Partage); ) ) the Procédure de Partage as per Annex G s based on the prncples contaned n the Exstng Procédure de Partage and therefore t shall be amended accordngly n case of amendments to the Exstng Procédure de Partage; as the calculatons of Annex G (Procédure de Partage) are drven, nter ala, by ) the algorthms contaned theren and ) the nomnaton pattern of the quantty of Gas to be 9

10 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng transported adopted by the SHIPPER, the results of sad calculatons shall be accepted by the SHIPPER n any case and only the SHIPPER shall be fully responsble and lable for any consequences dervng from such attrbuted quanttes of Gas. For example, but wthout any lmtaton to other possble cases, f the SHIPPER nomnates the quantty of Gas to be transported only on some Days of a Month, nomnatng zero (0) on some other Days of the same Month, the SHIPPER wll be lkely allocated negatve quanttes of Gas at the Offtake Pont. 3. The Daly and Monthly quanttes of Natural Gas expressed n m3 and MMBTU, delvered by the SHIPPER at the Intake Pont and redelvered to the SHIPPER at the Offtake Pont, durng each gven Day of any Elected Month shall be stated n the followng documents duly publshed n the relevant prvate area of the Operator IT Platform or transmtted to the SHIPPER va emal: Blan Mensuel and Fche de alcul Rapport Mensuel The publcaton of the above mentoned reports wll be performed accordng to the Manuale Operatvo to be made avalable to the SHIPPER by the Operator. Artcle 6 Qualty and pressure of Gas 1. The qualty and pressure of the Gas delvered by the SHIPPER at the Intake Pont shall be n accordance wth the specfcatons set out n Annex A hereof. The qualty and pressure of the Gas redelvered to the SHIPPER at the Offtake Pont shall be n accordance wth the specfcatons set out n Annex B hereof. 2. The qualty and the pressure of the Gas delvered by the SHIPPER at the Intake Pont shall result from the analyss performed at the measurement staton owned by SONATRAH and located n Algera, close to the Algeran Tunsan border. The qualty and the pressure of the Gas redelvered to the SHIPPER at the Offtake Pont shall result from the analyss performed at the measurement staton owned by Snam Rete Gas and located near Mazara del Vallo. 3. The Partes agree that the Gas delvered by the SHIPPER at the Intake Pont, whch refers to the Sublettng Servce performed accordng to ths ontract, may be delvered n the TTP Ppelne System smultaneously to Gas of other users of TTP Ppelne System. It s understood that, n case the Gas delvered by all the users, ncludng the SHIPPER, n the TTP Ppelne System s defned as Off-specfcaton Gas by TTP, also the Gas delvered by the SHIPPER at the Intake Pont shall be consdered Off-specfcaton Gas. 4. Notwthstandng the above, should the SHIPPER delver at the Intake Pont Gas wth specfcatons of qualty or pressure not complyng, for any reason, wth the specfcatons set forth n Annex A hereof, ( Off-specfcaton Gas ), the SHIPPER shall have an oblgaton to notfy ENI of such falure to comply wth the Gas specfcatons. Smultaneously, ENI shall have the rght to refuse ths Offspecfcaton Gas n the event that the relevant transmsson system operator refuses sad Offspecfcaton Gas. In such case, sad Gas shall be consdered as havng not been delvered by the SHIPPER and t s also understood and agreed that the monthly sublettng Fee set forth n Artcle 9.2 below shall be anyhow due and payable by the SHIPPER. It s also understood that all documented costs and expenses ncurred by ENI for the acceptance of the SHIPPER s Off-specfcaton Gas wll be rembursed by the SHIPPER to ENI. In case ENI accepts the Off-specfcaton Gas, t s understood that the Gas redelvered at the Offtake Pont could have qualty and pressure specfcatons not complyng wth the specfcatons n Annex B hereof. 5. If the SHIPPER has not prevously nformed ENI of the Off-specfcaton Gas and such Offspecfcaton Gas s made avalable and off-taken, the SHIPPER shall ndemnfy and hold harmless ENI from any cost and expenses charged to ENI by the relevant transmsson system operator as a drect consequence of such Off-specfcaton Gas. 6. Should ENI redelver Gas at the Offtake Pont wth qualty, pressure or specfcatons not complyng, for any reason, wth the specfcatons n Annex B hereof, provded that the Gas delvered at the Intake Pont compled wth the specfcatons n Annex A (Off-specfcaton Gas), the SHIPPER shall have the rght to refuse the Off-specfcaton Gas only n the event that t s refused by Snam Rete Gas. In sad event such gas shall be deemed to have not been redelvered to the SHIPPER. It s however 10

11 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng understood that f the SHIPPER accepts such Off-specfcaton Gas, the monthly sublettng Fee set forth n Artcle 9 below shall be due and payable. It s also understood that all properly documented addtonal costs and expenses charged to the SHIPPER by Snam Rete Gas for the transportaton of the ENI s Off-specfcaton Gas wll be rembursed by ENI to the SHIPPER. Artcle 7 Term of the ontract The Start Up Date of the frst possble Elected Month shall be 1 st December at 08:00 a.m. (Greenwch merdan); the end date of the last possble Elected Month shall be 1 st October 2014 at 08:00 a.m. (Greenwch merdan). Artcle 8 Interrupton and/or Reducton of Sublettng Servce 1. Should for any reason the relevant transmsson operator temporarly reduce and/or nterrupt ENI s transportaton capacty on the Ppelne, then ENI has the rght to reduce, up to the same percentage of ENI s total transportaton capacty reducton, the Sublet Hourly Flow Rate avalable for the transportaton of the quantty of gas delvered by the SHIPPER at the Intake Pont. 2. ENI shall notfy to the SHIPPER, on a non bndng bass, the foreseen program of reducton of the transportaton capacty on the Ppelne due to mantenance and renforcements actvtes on the Ppelne, n lne wth the nformaton provded by the relevant transmsson system operator. 3. ENI shall notfy to the SHIPPER changes of the above program as soon as t receves the correspondng nformaton from the relevant transmsson system operator. Artcle 9 Upfront Fee and monthly sublettng Fee 1. Upfront Fee The SHIPPER shall pay to ENI the Upfront Fee to acqure the rght to actvate the Sublettng Servce durng any Elected Month(s) wthn the term of ths ontract. The Upfront Fee s expressed n Euro and s equal to: Upfront Fee = (Upfront Fee to be pad by the Shpper for the sum of all assgned Lots - defned n accordance wth the results of the Aucton Procedure and the subsequent elaboraton as set forth n Artcle 9 of the Aucton Procedure) (Euro) For the avodance of doubt the Upfront Fee s due regardless ) whether or not the Sublettng Servce s actvated for any Month wthn the term of the ontract and ) whether or not the SHIPPER has fulflled all the requrements set n Artcle 3.6.A). 2. Monthly sublettng Fee for the Sublettng Servce For any Elected Month wthn the entre duraton of ths ontract, the SHIPPER shall pay to ENI, on a shp or pay bass, a monthly sublettng Fee for the Sublettng Servce provded under ths ontract and expressed n Euro, equal to: F =.(monthly Fee to be pad by the Shpper for the sum of all assgned Lots - defned n accordance wth the results of the Aucton Procedure and the subsequent elaboraton as set forth n Artcle 11 of the Aucton Procedure) (Euro/Month) For the avodance of doubt the monthly sublettng Fee for the Sublettng Servce does not nclude any cost, charge, fee, penalty or expenses of any knd related to Snam Rete Gas s entry capacty at Mazara del Vallo to be transferred by ENI to the SHIPPER - or to the other subject that t has ndcated nto the notfcaton form - that shall be at full charge of the SHIPPER (n addton to the above mentoned monthly sublettng Fee) or to the other subject that t has ndcated nto the notfcaton form. 11

12 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng The monthly sublettng Fee F set out above does not nclude Fuel Gas, Ppelne Non Accounted Gas and Tunsan Fscal Offtake (f any). Sad monthly sublettng Fee shall be due and payable by the SHIPPER ndependently from the actual use of the Sublet Hourly Flow Rate by the SHIPPER durng any Elected Month. 3. All ndrect taxes, taxes on Gas offtakes that the Operator s due to pay or Gas off-takes that the Operator s due to make n vrtue of the actvaton by the SHIPPER of the Sublettng Servce and/or any current or future fscal, customs duty, bureaucratc procedures related to the actvaton by the SHIPPER of the Sublettng Servce shall be at the expenses of the SHIPPER that shall pay (or provde Gas) drectly to the Tunsan State or any other entty desgnated by t n such respect (through the Operator where applcable). ENI shall be kept exempt by the SHIPPER from any lablty whatsoever towards the Tunsan State or any other entty desgnated by t n such respect (and/or the Operator as applcable and relevant) and ENI shall be kept whole and ndemnfed by the SHIPPER aganst any clam of any knd n such respect. In partcular, n case the Tunsan Fscal Offtake s offtaken by the Tunsan State (or any other entty desgnated by t n such respect) whether through fnancal or physcal settlement (n such latter case through the Operator), the SHIPPER shall settle such Tunsan Fscal Offtake drectly to the Tunsan State (or any other entty desgnated by t n such respect), on the bass of the fscal arrangements entered by the SHIPPER wth the Tunsan State. In case the Tunsan Fscal Offtake s settled physcally, such amount shall be calculated n accordance wth Artcle 5 and the procedure of Annex G (Procédure de Partage) and shall be nvoced to the SHIPPER accordng to the arrangements n place wth the Tunsan State. In case the Tunsan Fscal Offtake s settled fnancally the relevant amount shall be nvoced accordng to the arrangements n place wth the Tunsan State and the SHIPPER shall take care of the payment as provded for n such arrangements. 4. In case of reductons and/or nterruptons as per Artcle 8.1 above, the monthly sublettng Fee shall be reduced n proporton to the reducton of the flow rate made avalable by ENI to the SHIPPER for the perod of such reducton provded that the perod of such reducton exceeds an equvalent total perod of 30 entre Days cumulated durng the Elected Months wthn the term of the ontract. For the avodance of doubt the Upfront Fee shall not be reduced n case of Force Majeure and/or reductons and/or nterruptons as per Artcle 8.1 above, whatsoever. Artcle 10 Invocng and Payment 1. Followng the sgnature of ths ontract ENI shall render to the SHIPPER a frst nvoce relatng to the rght to actvate the Sublettng Servce durng any Elected Month, ndcatng, nter ala: the frst quota of the Upfront Fee accordng to Artcle 9 above equal to ffty percent (50%) of the Upfront Fee; the Sublet Hourly Flow Rate; the VAT, taxes, customs and charges accordng to Artcle 13 hereof related to such frst quota of the Upfront Fee. Followng the wrtten confrmaton receved by ENI as set forth n Artcle 3.6.A) or after the frst Day of the last Month of term of ths ontract, whchever s earler, ENI shall render to the SHIPPER a second and fnal nvoce relatng to the rght to actvate the Sublettng Servce durng any Elected Month, ndcatng, nter ala: the second quota of the Upfront Fee accordng to Artcle 9 above equal to the remanng ffty percent (50%) of the Upfront Fee; the Sublet Hourly Flow Rate; the VAT, taxes, customs and charges accordng to Artcle 13 hereof related to such second and fnal quota of the Upfront Fee. Sad nvoces shall be sent by fax and/or by mal. 2. Wthn the end of any Month mmedately precedng an Elected Month, ENI shall render to the SHIPPER an nvoce relatng to the Sublettng Servce of such Elected Month, ndcatng, nter ala: the monthly sublettng Fee accordng to Artcle 9 above; the Sublet Hourly Flow Rate; 12

13 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng the VAT, taxes, customs and charges accordng to Artcle 13 hereof; any other amount due pursuant to ths ontract. Sad nvoces shall be sent by facsmle or by mal. 3. The nvoces referred to under Artcles 10.1 and 10.2 shall be addressed to: [ompany name] [Address] Fscal ode: [ ] VAT: [ ] and sent to: [ompany name] [Address] Fax number: [..] Tel. number: [..] E-mal: [ ] Att.: Mr. / Mrs. 4. The SHIPPER shall pay the nvoce related to the frst quota of the Upfront Fee as descrbed n Artcle 10.1 wthn: the twenteth (20 th ) calendar day after the date of sgnature of ths ontract, or the tenth (10 th ) calendar day after the day on whch sad nvoce s sent, whchever s the latest. The SHIPPER shall pay the nvoce related to the second and fnal quota of the Upfront Fee as descrbed n Artcle 10.1 wthn the tenth (10 th ) calendar day after the day on whch sad nvoce s sent. The SHIPPER shall pay the nvoce for the Elected Month as descrbed n Artcle 10.2 wthn : the tenth (10th) calendar day of the Elected Month, or the tenth (10th) calendar day after the day on whch sad nvoce was sent, whchever s the latest. The due date for payment of each of the nvoces as descrbed n Artcle 10.1 and n Artcle 10.2 s referred to as Due Date. If a Due Date falls on a Saturday, the SHIPPER shall make payment wthn the last precedng Busness Day. If a Due Date falls on an Sunday or a holday n Italy, the SHIPPER shall make payment wthn the frst followng Busness Day. 5. If any nvoce contans an error or any nvoced amount needs to be rectfed n applcaton of the provsons of ths ontract, t shall be corrected and balanced n a subsequent nvoce. 6. In case of any dsputes regardng an nvoce, the SHIPPER shall pay wthout delay the whole amount except n case of a manfest error. If after settlement of the dspute t s agreed between the Partes or otherwse determned, accordng to Artcle 17 hereof, that the dsputed amount has been unduly pad, the SHIPPER shall be rembursed of the amount unduly pad plus nterest at the rate set forth n Artcle 10.9 below. 7. Wthout prejudce to pont 5 above, n case the SHIPPER fals to settle any due and payable nvoce after more than fve (5) calendar days followng the Due Date of such nvoce, ENI shall have the rght notwthstandng any other remedes to whch ENI may have resort to suspend the sublettng oblgatons provded under ths ontract untl the actual payment of all amounts due. 8. In case the SHIPPER fals to settle any due and payable nvoce after more than ten (10) calendar days followng the Due Date of such nvoce, ENI shall have the rght to termnate ths ontract and shall be enttled to enforce the Bank Guarantee as set forth n Artcle 16, as lqudated damage. 9. In case of delay of total or partal payment of an nvoce as descrbed n ths Artcle, the SHIPPER shall pay an nterest on any due and unpad sum for every day of delay n payment at the rate correspondng to the one provded for by the Italan legslatve Decree no. 231/2002, as amended, for 13

14 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng the perod startng from the day followng the relevant Due Date untl the date of actual payment of the nvoce. 10. Any mstake n the nvoced amounts wll ental the emsson of a credt/debt note rectfyng the mstake. Artcle 11 Measurement All the procedures relevant to the operatonal management of the Gas delvery and off-take, the measurement of the Gas quantty and qualty, the exchange of nformaton and data are set n the Manuale Operatvo ssued by the Operator. Artcle 12 Programs 1. ENI shall be enttled to procure that all of ts oblgatons under ths ontract are performed on ts behalf by the Operator, as servce provder, wthout prejudce to ENI s lablty towards the SHIPPER. The oblgatons of ENI concernng operaton, nomnaton and dspatchng shall be fulflled drectly by the Operator on behalf of ENI, that remans enttled to receve any related nformaton. 2. All the nformaton requested by the Operator and/or the proper Tunsan enttes, as applcable, wll be provded by the SHIPPER n accordance wth the relevant terms and condtons set by Operator and/or the proper Tunsan enttes, as applcable, and n partcular n accordance wth the relevant sectons of ) the Manuale Operatvo ssued by the Operator and ) Annexes B (Dspostons Operatonnelles) and (Procédure de programmaton d enlevement du gaz de fscaltè en Tunse) of Annex G (Procédure de Partage). For avodance of doubt t s under SHIPPER s lablty to perform ts oblgatons towards the Operator and/or the proper Tunsan enttes, as applcable. In ths respect the SHIPPER shall take all necessary actons n order to be complant wth the rules set forth by ) the Operator n ts terms and condtons and n partcular n the Manuale Operatvo and ) n Annexes B (Dspostons Operatonnelles) and (Procédure de programmaton d enlevement du gaz de fscaltè en Tunse) of Annex G (Procédure de Partage). 3. The SHIPPER acknowledges and agrees that the Operator and/or the proper Tunsan enttes, as applcable, shall be enttled to modfy ther terms and condtons and/or ask the SHIPPER other operatng nformaton n order to manage all the operatng actvtes connected to ths ontract. For nformaton purposes only, the man nomnaton provsons applcable for the Sublettng Servce under ths ontract are lsted here below n Artcle However t remans understood that, n such respect, the provsons to be appled and to be followed by the SHIPPER are those set n ) the relevant sectons of the Manuale Operatvo ssued by the Operator and ) Annexes B (Dspostons Operatonnelles) and (Procédure de programmaton d enlevement du gaz de fscaltè en Tunse) of Annex G (Procédure de Partage). In case of dscrepancy the provson of Annexes B (Dspostons Operatonnelles) and (Procédure de programmaton d enlevement du gaz de fscaltè en Tunse) of Annex G (Procédure de Partage) shall preval over the provsons of the Manuale Operatvo that, n turn, shall preval over the provsons of Artcle Nomnatons Wth regards to any Elected Month, the SHIPPER shall nomnate the quanttes of Natural Gas to be transported on the South Med Ppelne System by transmttng to the Operator, va IT Platform (or va emal f requred by the Operator), the transportaton programs accordng to the provsons set forth n ths Artcle 12. However such transportaton programs shall not be consdered vald n case the SHIPPER has not fulflled the requrements set nto ths ontract to actvate the Sublettng Servce for the concerned Month. It s understood that the Operator shall accept any transportaton program pursuant to ths Artcle 12 only after havng been confrmed by ENI that the SHIPPER has correctly actvated the Sublettng Servce for the concerned Elected Month accordng to ths ontract. The programs transmtted to the Operator shall ndcate the quanttes (expressed n m3) at the Intake Pont. 14

15 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng Monthly Request Notce Wth regards to any Elected Month, the SHIPPER shall transmt to the Operator, wthn the 15 th day of the mmedately prevous Month, the Monthly Request Notce vald for such Elected Month Weekly Request Notce Wth regards to any Elected Month, the SHIPPER shall transmt to the Operator, not later than 6:00 p.m. of each Tuesday, the Weekly Request Notce vald for each Day of the followng Week Daly Request Notce Wth regards to any Elected Month, the SHIPPER shall transmt to the Operator, not later than 12:30 a.m. (.e. half past mdday,.e. 00:30 p.m.) of each Day, the Daly Request Notce vald for the followng Day. If the SHIPPER does not submt a Daly Request Notce, the relevant quanttes set out n the Weekly Request Notce pursuant to ths Artcle 12 shall be deemed to be the Daly Request Notce for the relevant Day. In case the SHIPPER does not submt a Daly Request Notce and there s no Weekly Request Notce n accordance wth ths Artcle 12,the Operator wll consder the Monthly Request Notce. Artcle 13 Taxes and Dutes 1. The Upfront Fee and the monthly sublettng Fee F, accordng to Artcle 9, do not nclude VAT. ENI shall be authorsed to add to the due Upfront Fee and monthly sublettng Fee(s), accordng to Artcle 9 above, all the VAT, all taxes, customs and charges of smlar nature appled by any competent authorty wth reference to the Sublettng Servce object of ths ontract (except ENI ncome tax). 2. Wthout prejudce to Artcle 10, any other tax, duty and charge appled n Tunsa on Natural Gas (not ncluded n the monthly sublettng Fee) shall be borne exclusvely by the SHIPPER whereas ENI shall be exempt and kept ndemnfed from any payment n ths respect. 3. All the papers (ncludng but not lmted to authorzaton, approval, lcense, agreement or documentaton) and actons relevant to the purchase, transportaton and sale of Natural Gas shall be borne by the SHIPPER. 4. The SHIPPER s engaged to communcate to ENI through a wrtten letter (antcpated by fax ), not later than fve (5) days after the date of sgnature of ths ontract, all the relevant data (the "Relevant Data") necessary to properly nvoce the Sublettng Servce, n the form attached as Annex F. 5. It s understood that n case, for any reason, the SHIPPER does not communcate the above mentoned Relevant Data the SHIPPER shall be lable and ndemnfy ENI towards the fscal authortes for the lack of communcaton. Artcle 14 Lablty 1. Wthout prejudce to Artcles 3, 5, 6, 10, 12 and 16, each Party shall be lable toward the other Party only n case of wlful msconduct or gross neglgence and for drect damages only, excludng ndrect and/or consequental damages. 2. Indrect and/or consequental damages shall nclude wthout lmtaton loss of proft, loss of good wll, loss of busness opportunty, loss of nterest or busness nterrupton howsoever caused, arsng out of or n connecton wth the ontract, whether the clam s based upon contract, tort (ncludng neglgence), strct lablty, statute or otherwse. 3. The SHIPPER agrees that t s ts full responsblty to ensure t has any authorzaton, approval, lcense, agreement, procedure or documentaton necessary to allow the transportaton of gas along the South 15

16 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng Med Ppelne System and the Snam Rete Gas s entry pont at Mazara del Vallo and that en shall be kept whole and ndemnfed by the SHIPPER and shall bear no adverse consequences n such respect. Artcle 15 Force Majeure 1. The expresson Force Majeure shall mean any event, act, fact or crcumstance whch s unforeseeable and beyond the control of a Party actng or havng acted as a Reasonable and Prudent Operator, whch has repercussons ether on the Ppelne or on the Snam Rete Gas s IT platform Portale apactà for entry capacty transfer of rghts and oblgatons causng the falure to perform, totally or partally, the fulflment of any oblgaton under ths ontract as long as ths cause of Force Majeure lasts. 2. Events whch consttute Force Majeure as defned above, shall nclude, but not be lmted to, the followng: wars, acts of terrorsm, acts of sabotage, acts of vandalsm, strkes; forces of nature, floods, landsldes, fres, earthquakes; explosons, breakage or breakdown of ppelnes and/or drectly connected nstallatons; laws and acts of government or governmental authortes, ncluded expropratons, that are beyond the control of the relevant Party actng as Reasonable and Prudent Operator. For the avodance of doubt, n case the acceptance of transfer of rghts and oblgatons of Snam s entry capacty takes place through another subject that the SHIPPER has ndcated nto the notfcaton form, the SHIPPER shall not be enttled to clam Force Majeure for any falure of acceptance on the Snam Rete Gas s IT platform Portale apactà for entry capacty transfer of rghts and oblgatons resultng by any act or omsson of such other subject. For the avodance of doubt the SHIPPER s lack of any authorzaton, approval, lcense, agreement, procedure or documentaton necessary to allow the transportaton of gas along the South Med Ppelne System and through the Snam Rete Gas s entry pont at Mazara del Vallo (ncludng but not lmted to the Tunsan approval and/or the Italan gas mport authorzaton) and/or any subsequent cancelaton, wthdrawal or modfcaton shall not consttute Force Majeure. 3. The Party affected by Force Majeure shall be excused from the performance of ts oblgatons under ths ontract so far as and to the extent that sad oblgatons are affected by Force Majeure. Any event of Force Majeure shall not have any effect on the expry date of ths ontract. 4. Should one of the Partes, by reason of Force Majeure, be unable, wholly or n part, to comply wth ts oblgatons under ths ontract, the other Party shall be released from ts correspondng oblgatons. The affected Party shall gve notce to the other Party of the event consttutng Force Majeure as soon as possble and such notce shall nclude nformaton about the crcumstances and a statement about the nature, the consequences and the foreseeable duraton. Such notce shall be updated regularly. The affected Party shall take as soon as possble all necessary measures, as a Reasonable and Prudent Operator, n order to remedy the falure and to allow the fulflment of the oblgatons under ths ontract. 5. The Partes shall meet to dscuss the possble solutons to overcome the event of Force Majeure at the request of one of the Partes. Artcle 16 Bank Guarantee 1. Wthn the 18/11/2013, the SHIPPER shall provde ENI wth a credt guarantee on frst demand ssued by an nternatonally Prmary Bank (the "Bank Guarantee") for an amount that untl the date specfed n clause 3 of Annex D shall be equvalent to the sum of two (2) monthly sublettng Fee as per Artcle 9 plus ffty percent (50%) of the Upfront Fee as per Artcle 9. The Bank Guarantee must be conformed to the form heren attached as Annex D. The Bank Guarantee shall be n force untl the date specfed n clause 3 of Annex D and shall guarantee all the payments due under the ontract. 2. Should the SHIPPER fal to make avalable to ENI the Bank Guarantee as specfed n Artcle 16.1 by the 18/11/2013, or should the Bank Guarantee result not enforceable, ENI shall be enttled to 16

17 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng suspend the executon of ths ontract (n any case the SHIPPER shall be oblged to fulfl ts oblgaton under Artcle 10) untl and ncludng the Day that follows the recept of the vald Bank Guarantee. Should the SHIPPER fal to make avalable to ENI the Bank Guarantee as specfed n Artcle 16.1 by the 28/11/2013, or should the Bank Guarantee result not enforceable, ENI shall be enttled to termnate ths ontract and the SHIPPER shall pay to ENI a penalty equal to 10% of the monthly sublettng Fee whch would have been due and payable for the entre lfe of ths ontract f the ontract had not been termnated and any Month were an Elected Month. Any termnaton of ths ontract shall be wthout prejudce to the rghts of the Partes accrued up to the date of termnaton. In such case ENI may enforce the Bd Bond as partal payment for the above mentoned penalty. 3. In case the SHIPPER fals to promptly comply wth ts oblgatons to pay under ths ontract, ENI shall be enttled to enforce the Bank Guarantee under Artcle 16.1 above offsettng the relevant credt. Artcle 17 Governng law and ltgaton 1. Except for Annex G (Procédure de Partage), ths ontract s executed n Englsh and shall be governed by and construed n accordance wth Italan law wth the excluson of all rules governng conflcts of laws. The governng law of Annex G (Procédure de Partage) s expressly provded for n the same Annex G (Procédure de Partage). 2. Any dspute, controversy, dfference or clam arsng out of or related to ths ontract, except for Annex G (Procédure de Partage), whch cannot be resolved by agreement between the Partes wthn forty (40) Days from the date of any notfcaton of the exstence of such dspute, controversy, dfference or clam, shall be referred to the exclusve jursdcton of the ourt of Mlan. Any dspute controversy, dfference or clam arsng out or related to Annex G (Procédure de Partage) shall be referred to as expressly provded for n the same Annex G (Procédure de Partage). 3. In case of conflct between the provsons of Annex G (Procédure de Partage) and the provsons of the rest of ths ontract, the provsons of Annex G (Procédure de Partage) shall preval. Artcle 18 Amendments Amendments, modfcaton or changng to ths ontract shall only be effectve f made n wrtng and sgned by or on behalf of each of the Partes. Artcle 19 Notces Any notce requred or permtted to be gven under ths ontract or for the purposes of ths ontract to any Party shall be suffcently gven f delvered personally, or f sent by prepad regstered mal or f transmtted by fax to the persons at addresses as follows: [ompany name] [Address] Tel.: + Fax: + Attenton: Mr. / Mrs. ENI S.p.A. MIDSTREAM Pazza Vanon, San Donato Mlanese Mlan Italy Tel.: +39 (0) Fax: +39 (0) Attenton: Mr. Lorenzo Dond 17

18 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng Emal: supply.servces@en.com or to any other address communcated to the above addresses. Unless otherwse expressly provded heren, all notces hereunder shall become effectve upon recept. Artcle 20 onfdentalty Each Party, at all tmes, shall keep confdental, shall not dsclose and shall procure that ts Afflates, offcers advsors, employees and agents (the Representatves ) shall keep confdental and shall not dsclose, any confdental nformaton whch t may have or acqure n relaton to the negotaton or performance of ths ontract, except for any nformaton: a. proved to be known by the Party pror to the nformaton beng dsclosed by the other Party; b. part of the publc doman at the tme of dsclosure; c. requred to be dsclosed to comply wth any applcable law, regulaton, or rule of any exchange, or regulatory body, or n connecton wth any court or regulatory proceedng or acts or orders of any muncpal, natonal or other governmental agency or authorty, whether domestc or foregn or any supra-natonal agency ncludng wthout lmtaton the European Unon; provded that each Party shall, to the extent practcable and permssble under such law, regulaton, or rule, use reasonable efforts to prevent or lmt the dsclosure and to gve the other Party prompt notce of t; d. whch s dsclosed by a Party to any professonal advsers, provded such dsclosure s made on a bona fde need to know bass and professonal advsers agree to hold such nformaton under equvalent terms of confdentalty; e. whch s dsclosed to the Operator as strctly necessary for the operaton and mplementaton of the ontract. The terms and condtons of ths Artcle shall survve termnaton or expraton of ths ontract, rrespectve the reason for termnaton, for one (1) year. Artcle 21 Admnstratve Responsblty The SHIPPER declares to have revewed and have knowledge of the contents of the document Model 231, ncludng also the ENI ode of Ethcs, drafted by ENI n accordance wth the legslaton n force regardng the admnstratve lablty of legal enttes for offences commtted by ther drectors, employees and/or agents and avalable on the webste Wth respect to the performance of the actvtes under ths ontract, the SHIPPER represents and warrants that t has gven and mplemented nstructons to ts drectors, employees and/or agents, amed at preventng any and all conducts n breach of the U.S. Foregn orrupt Practces Act, the OED onventon on ombatng Brbery of Foregn Publc Offcals n Internatonal Busness Transactons, the Unted Natons onventon aganst orrupton and any other ant-brbery laws whch may be applcable to the SHIPPER and undertakes vs-à-vs ENI to contnue effectvely mplementng such nstructons for the entre duraton of ths ontract. In partcular and n accordance wth the abovementoned laws and conventons, the SHIPPER undertakes to abstan (and to cause ts drectors, employees and/or agents to abstan) from, drectly or ndrectly, offerng, promsng, gvng, payng or acceptng any Publc Offcal s request for a gft, or authorzng anyone to gve or pay, drectly or ndrectly, any sums, other benefts or advantages or anythng of value to or for a Publc Offcal. For the purposes of ths ontract, Publc Offcal shall mean: a) anyone who performs publc functons n a legslatve judcal or admnstratve capacty; b) anyone actng n an offcal capacty for or on behalf of () a supranatonal, natonal, regonal or local government, () an agency, department, offce or nstrumentalty of a supranatonal, natonal, regonal or local government, () a government-owned or government-controlled or government-partcpated company, (v) a publc nternatonal organzaton and/or (v) a poltcal party, a member of a poltcal party, an offcal or canddate for poltcal offce; c) anyone n charge of provdng a publc servce; or d) any other person, ndvdual or entty at the suggeston, request or nstructon or for the beneft of any of the persons or enttes referred to n paragraphs (a) to (c) above. 18

19 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng Wth respect to the performance of the actvtes under ths ontract, the SHIPPER undertakes vs-à-vs ENI for the entre duraton of ths ontract to strctly abde by the prncples of the ENI ode of Ethcs and to respect human rghts as defned n the ENI Gudelnes on the Protecton and Promoton of Human Rghts, avalable on the webste In partcular, the SHIPPER undertakes to abstan from: a) offerng commssons, fees and other benefts to drectors, employees or agents of ENI; b) enterng nto trade agreements wth drectors, employees or agents of ENI whch may negatvely affect the nterests of ENI; c) startng busness actvtes or enterng nto agreements wth thrd partes n breach of the prncples set out n the ENI ode of Ethcs whch would negatvely affect the performance of ths ontract; d) provdng drectors, employees or agents of ENI wth non-property benefts also n the form of gfts, means of transportaton, hosptalty offers whch go beyond the lmts of the commonly accepted busness ethcal standard. The Partes agree that any non-complance, even partal, wth the abovementoned representatons, warrantes and undertakngs, whch can be reasonably expected to result n adverse consequences for ENI, wll be consdered a materal default under ths ontract and wll enttle ENI to unlaterally wthdraw, even durng ts performance, or to termnate the ontract, by delverng notce va regstered mal, whch shall nclude a bref summary of the crcumstances or of the legal proceedngs demonstratng such noncomplance. In the event of nformaton that could reasonably mply such non-complance, pendng the requred verfcatons or fndngs ENI wll have the rght to suspend the performance of the ontract by delverng notce va regstered mal, whch shall nclude a bref summary of the relevant nformaton. Should the nformaton be obtaned from the meda, ENI shall have the rght to exercse such rght when the nformaton has been confrmed by an offcal document of the Judcal Authorty and/or otherwse confrmed by the Judcal Authorty. The exercse of such rghts wll be to the sole detrment of the SHIPPER, whch shall bear, n all cases, all addtonal expenses and costs and shall be lable for and defend, ndemnfy and hold harmless ENI from any thrd-party acton arsng from or consequental to such non-complance. Artcle 22 Assgnment Any Party shall not have the rght to assgn ts rghts and oblgatons under ths ontract wthout the pror wrtten consent of the other Party. Such consent shall not be wthheld f the assgnee s a controlled or controllng company of such Party pursuant to artcle 2359 of the Italan cvl code, wthout prejudce to the assgnee provng to be fnancally sound n relaton to the payment oblgatons under ths ontract. In any case the Party assgnng the ontract shall reman lable towards the other Party wth regards to all oblgatons transferred to ts controlled or controllng company. In case of assgnment by the SHIPPER such assgnment shall become effectve upon the assgnee submttng a Bank Guarantee n accordance wth Annex D of the ontract at least 10 (ten) days before the start of the assgnment. For avodance of doubt a partal assgnment of the ontract shall not be permtted. 19

20 Annex 2 Sublettng Agreement South Med Aucton perod Dec.2013 Sep (for Monthly allable Sublettng Made and entered nto as of the 13/11/2013 n Mlan For and on behalf of ENI S.p.A.... For and on behalf of [ompany name]... For express acceptance of the followng clauses: Artcle 3 Sublettng Oblgatons and Overrun, Artcle 6 Qualty and pressure of Gas, Artcle 8 Interrupton and/or Reducton of Sublettng Servce, Artcle 10 Invocng and Payment, Artcle 12 Programs, Artcle 13 Taxes and Dutes, Artcle 14 Lablty, Artcle 15 Force Majeure, Artcle 16 Bank Guarantee, Artcle 17 Governng law and ltgaton, Artcle 21 Admnstratve Responsblty, Artcle 22 Assgnment, Annex G Procédure de Partage. For and on behalf of [ompany name].. 20