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Δημόσια διαβούλευση της ΡΑΑΕΥ για την αναθεώρηση του Κώδικα Διαχείρισης του Ανεξάρτητου Συστήματος Φυσικού Αερίου Αλεξανδρούπολης – Alexandroupolis LN

Η Ρυθμιστική Αρχή Αποβλήτων, Ενέργειας και Υδάτων θέτει σε δημόσια διαβούλευση την εισήγηση του Διαχειριστή του Ανεξάρτητου Συστήματος Φυσικού Αερίου (ΑΣΦΑ) Αλεξανδρούπολης, Gastrade, σχετικά με την 1η Αναθεώρηση του Κώδικα Διαχείρισης του Τερματικού Σταθμού ΥΦΑ στην Αλεξανδρούπολη, όπως αυτή υποβλήθηκε στην Αρχή με το υπ’ αριθμ. 565/1/ΚΣ/17.11.2023 έγγραφο του Διαχειριστή του ΑΣΦΑ, στο πλαίσιο των οριζόμενων στο Μέρος Γ, Τμήμα ΙΙ, Παράρτημα 3 του Κανονισμού Αδειών Φυσικού Αερίου (ΦΕΚ Β΄3430/17.08.2018). Σημειώνεται ότι τα Παραρτήματα C, D και E του Κώδικα έχουν ήδη τεθεί διακριτά σε δημόσια διαβούλευση (C, D, E). Η δημόσια διαβούλευση θα διαρκέσει έως και την Δευτέρα 27 Νοεμβρίου

  1. Οι ενδιαφερόμενοι καλούνται να υποβάλουν τις απόψεις τους στη ΡΑΕ με ηλεκτρονική επιστολή στη διεύθυνση gasconsultation@raaey.gr ή εγγράφως. Η ΡΑΑΕΥ θα δημοσιοποιήσει κατάλογο των συμμετεχόντων στη διαβούλευση, με εξαίρεση την περίπτωση κατά την οποία ο αποστολέας αιτείται τη μη δημοσιοποίηση των στοιχείων του ή/και των απόψεών του. Κείμενο πρότασης 1ης Αναθεώρησης Κώδικα Κείμενο πρότασης 1ης Αναθεώρησης Κώδικα με σήμανση αλλαγών Public consultation of RAEWW on the amendment of the Terminal Access Code for the Alexandroupolis Independent Natural Gas System The Regulatory Authority for Energy, Waste and Water sets under public consultation the proposal of the Operator of the Alexandroupolis Independent Natural Gas System (INGS), Gastrade S.A., regarding the 1st Amendment of the Terminal Access Code of the Alexandroupolis LNG Terminal, as submitted to the Authority (ref. no 565/1/ΚΣ/17.11.2023) by the Operator, according to Part C, Section II, Annex 3 of the Natural Gas License Regulation (National Gazette B΄3430/17.08.2018). Please note that Annexes C, D and E of the Terminal Access Code have already been set under public consultation separately (C, D, E). The public consultation will last until Monday November 27, 2023 (included). All interested parties are invited to submit their views to RAE via email at the address gasconsultation@raaey.gr or in writing, with a copy to the INGS Operator, Gastrade, if they wish to. RAEWW will publish all contributions, unless the participant requests the non-publication of his identity and/or his views. Proposal for 1st Revision of Terminal Access Code Proposal for 1st Revision of Terminal Access Code with track-changes TERMINAL ACCESS CODE – 1st revision_Final Draft GASTRADE – ALEXANDROUPOLIS LNG TERMINAL TERMINAL ACCESS CODE 1st REVISION Contents
  2. Introduction ................................................................................................................... 5 1.1 Scope and Background .............................................................................................. 5 1.2 Exemption Decision ................................................................................................... 5 1.3 Framework of contracts............................................................................................. 5 1.4 Procedure for amendment of TAC............................................................................. 7
  3. General Principles .......................................................................................................... 9 2.1 Definitions .................................................................................................................. 9 2.2 Interpretation .......................................................................................................... 26
  4. Description of Service and Charges ............................................................................. 28 3.1 The offered service .................................................................................................. 28 3.2 Additional Services................................................................................................... 29 3.3 Charges .................................................................................................................... 29
  5. Capacity and Annual Plan ............................................................................................ 30 4.1 Capacity reservation ................................................................................................ 30 4.2 Long-Term Users' entitlement to Reserved Capacity .............................................. 30 4.3 Annual Plan – Process .............................................................................................. 31 4.4 Annual Plan – Long-Term User's Input .................................................................... 34 4.5 Criteria Guiding the Terminal Operator’s Annual Plan determination ................... 36 4.6 Revision of Annual Plan by Terminal Operator ....................................................... 36
  6. Post Annual Plan flexibility and secondary trading of Capacity .................................. 37 5.1 Secondary trading of capacity – Bilateral Trades .................................................... 37 5.2 Capacity Exchange Agreement ................................................................................ 38 5.3 Bilateral trades with a Third Party ........................................................................... 39
  7. Marketing of capacity and Spot cargos ....................................................................... 39 6.1 Marketing of Unreserved Capacity and Unused Capacity ....................................... 39 6.2 Entitlement to participate in the Annual Plan process............................................ 40 6.3 Spot Cargo ................................................................................................................ 41
  8. Nominations and Regasified LNG ................................................................................ 41 7.1 Nominations............................................................................................................. 41 1 TERMINAL ACCESS CODE – 1st revision_Final Draft 7.2 Downstream Rights.................................................................................................. 42 7.3 Regasified LNG Allocations ...................................................................................... 43 7.4 Flexibility Services for Regasified LNG ..................................................................... 44 7.5 Terminal Operator unilateral revision of Daily Planned Sendout ........................... 47 7.6 Evacuation Gas ......................................................................................................... 48
  9. LNG Lending and Borrowing ........................................................................................ 49 8.1 Lending and Borrowing framework ......................................................................... 49 8.2 Lending and Borrowing administration ................................................................... 49 8.3 Reconciliation of LNG Positions ............................................................................... 50
  10. LNG Cargo deliveries and Failed LNG Cargo events..................................................... 51 9.1 LNG Cargo delivery obligation ................................................................................. 51 9.2 Failed LNG Cargo Event ............................................................................................ 51 9.3 Mitigation of Failed LNG Cargo Event ...................................................................... 53 9.4 Results of Mitigation Actions ................................................................................... 53 9.5 Funding of Mitigation Actions ................................................................................. 54 9.6 Terminal Operator purchase of Replacement LNG and Replacement Gas ............. 55
  11. Terminal Use ................................................................................................................ 55 10.1 Terminal Condition .................................................................................................. 55 10.2 Marine Operations Manual ..................................................................................... 56 10.3 LNG Carriers ............................................................................................................. 58 10.4 LNG Carrier Arrival, Berthing and Departure ........................................................... 61 10.5 LNG Unloading ......................................................................................................... 67 10.6 Title .......................................................................................................................... 70 10.7 Receipt of LNG ......................................................................................................... 71 10.8 Environmental Issues ............................................................................................... 71 10.9 Measurement of Quality and Quantity ................................................................... 73 10.10 LNG Storage ............................................................................................................. 76 10.11 Terminal Operator actions in the event of an emergency ...................................... 77 10.12 Terminal Maintenance ............................................................................................. 77 10.13 Modifications to the Terminal ................................................................................. 78 10.14 User Inspection Rights ............................................................................................. 79
  12. Invoicing and payments ............................................................................................... 80 11.1 Monthly invoices...................................................................................................... 80 11.2 Monthly and End of Year Statement ....................................................................... 80 11.3 Adjustments ............................................................................................................. 80 2 TERMINAL ACCESS CODE – 1st revision_Final Draft 11.4 Audit ......................................................................................................................... 80 11.5 Records .................................................................................................................... 80 11.6 Payment Due Date for monthly invoice .................................................................. 81 11.7 Due Date for Other Invoices .................................................................................... 81 11.8 Late Payment; Interest ............................................................................................ 81 11.9 Payment ................................................................................................................... 81 11.10 Disputed Invoices ..................................................................................................... 82 11.11 No deduction of Taxes; liability for Maritime Charges ............................................ 82 11.12 Adjustments to the applicable tariffs following change in Applicable Law ............. 82
  13. 12.1
  14. Liabilities ...................................................................................................................... 82 Limitation of liabilities ............................................................................................. 82 Other ............................................................................................................................ 83 13.1 Port Liability Agreement .......................................................................................... 83 13.2 Taxes ........................................................................................................................ 84 13.3 Insurance.................................................................................................................. 84 13.4 Governing Law ......................................................................................................... 87 13.5 Disputes ................................................................................................................... 87 13.6 Complaints ............................................................................................................... 90 13.7 Notices & Communications ..................................................................................... 90
  15. Transitional Provision ..................................................... Error! Bookmark not defined. 14.1 Annual Plan .............................................................................................................. 92 14.2 Commercial Operation Date .................................................................................... 94 14.3 Reference Tariff ....................................................................................................... 94 Annex A .................................................................................................................................... 96 Annex B .................................................................................................................................... 97 Annex C .................................................................................................................................... 98 Annex D .................................................................................................................................... 99 Annex E .................................................................................................................................. 100 3 TERMINAL ACCESS CODE – 1st revision_Final Draft Pursuant to the following: ▪ The final exemption decision (decision no. 1333/2020, as amended by decision no. 1580/2020) issued by the Greek Regulatory Authority for Energy, as published in the Greek Government Gazette on 31.12.
  16. ▪ The EU Commission’s Decision of 25.11.2020 on “The exemption of the Alexandroupolis Independent Natural Gas System LNG Terminal from the requirements regarding third party access and tariff regulation”, issued in accordance with the provisions of Article 36 of Directive 2009/73/EC. ▪ Directive 2009/73/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for the internal market in natural gas repealing Directive 2003/55/EC, as amended by means of Directive (EU) 2019/692 of the European Parliament and of the Council of 17 April
  17. (“Third Gas Directive”). ▪ Regulation (EC) 715/2009 on Conditions for Access to the Natural Gas Transmission Networks. ▪ Regulation (EU) No 1303/2013 of the European Parliament and the Council of 17 December 2013 laying down common provisions on the European Regional Development Fund, the European Social Fund, the Cohesion Fund, the European Agricultural Fund for Rural Development and the European Maritime and Fisheries Fund and laying down general provisions on the European Regional Development Fund, the European Social Fund, the Cohesion Fund and the European Maritime and Fisheries Fund and repealing Council Regulation (EC) No 1083/2006). ▪ Regulation (EU) No 1316/2013 of the European Parliament and the Council of 11 December 2013 establishing the Connecting Europe Facility, amending Regulation (EU) No 913/2010 and repealing Regulations (EC) No 680/2007 and (EC) No 67/
  18. ▪ Natural Gas Licensing Regulations (Ministerial Decision no. 178065/08.08.2018). ▪ Law 4001/2011 (the “Energy Law”). Therefore, this Terminal Access Code is implemented as follows: 4 TERMINAL ACCESS CODE – 1st revision_Final Draft
  19. Introduction 1.1 1.2 Scope and Background 1.1.1 This document and its Annexes constitute the Terminal Access Code (“TAC”) of the Alexandroupolis LNG Terminal. The TAC contains the commercial and operational terms, rules and procedures for the conduct, interaction and performance of the Terminal Operator and all Users who sign up for a portion of the Terminal Capacity. 1.1.2 The terms, rules and procedures as set out in the TAC shall be common to all Users. 1.1.3 This TAC has been approved by RAE and published in the Government Gazette (issue […]) as of [date] (“TAC Issue Date”). Exemption Decision 1.2.1 Terminal Operator has obtained an exemption from provisions on tariff approval, tariff methodology and tariff review (articles 32 and 41 paras. 6, 8 and 10 of the Third Gas Directive), as well as from third party access (articles 32 and 33 of the Third Gas Directive), as per the decision no. 1580/2020 of the Greek Regulatory Authority for Energy. 1.3 Framework of contracts 1.3.1 This TAC sets out the procedures for use of the Terminal, which are common to all Users. 1.3.2 The Tariff Code (“TC”) sets out the methodology for calculation of all tariffs, fees and payments for the Services and is subject to approval by RAE. 1.3.3 Long-Term Users shall be required to enter into a Terminal Use Agreement (“TUA”) with the Terminal Operator, in the form attached as Annex B. Each TUA is a standalone agreement which will incorporate, by reference, the terms of the TAC and the terms of the TC as the basis for the undertakings between each Long-Term User and Terminal Operator. Each TUA shall set out, inter alia, the terms on which the Long-Term User shall reserve TUA Reserved Capacity and pay a Capacity Fee, and in return for which the Terminal Operator shall provide to the Long-Term User the Services. All tariffs, fees and payments under a TUA shall be in accordance with both the TUA and TC as applicable. 5 TERMINAL ACCESS CODE – 1st revision_Final Draft 1.3.4 Spot Cargo Users shall be required to enter a Spot Cargo Agreement (“SCA”). Each SCA is a standalone agreement which will incorporate, by reference, the terms of the TAC and the terms of the TC as the basis for the undertakings between each Spot Cargo User and Terminal Operator. Each SCA shall set out, inter alia, the terms on which the Spot Cargo User shall reserve Spot Daily Planned Sendout and pay a Spot Capacity Fee, and in return for which the Terminal Operator shall provide to the Spot Cargo User the Spot Cargo Service. All tariffs, fees and payments under a SCA shall be in accordance with both the the SCA and the TC as applicable. 1.3.5 All Long-Term Users and Spot Cargo Users shall be required to enter into an Inter-User Agreement (“IUA”) with each of the other Long-Term Users, Spot Cargo Users, and the Terminal Operator, in the form attached as Annex A (or, in the event that one or more Long-Term Users and/or Spot Cargo Users and the Terminal Operator have already entered into an IUA, subsequent LongTerm Users and Spot Cargo Users shall be required to accede to such IUA). The IUA will set out, inter alia, the obligations between Users in relation to cargo deliveries under the Annual Plan or SCA as applicable and the lending and borrowing of LNG. 1.3.6 A Long-Term User or a Spot Cargo User may enter into a Capacity Exchange Agreement (“CEA”) with a Third Party, in order to exchange rights subject to the terms and conditions set out in the TAC. All tariffs, fees and payments under the CEA shall be in accordance with the TC. 1.3.7 Terminal Operator shall provide to the Users the Marine Operations Manual. 1.3.8 If a conflict arises between this TAC (excluding all Annexes), TAC’s Annexes (being the TUA, the SCA, the IUA and the CEA), the Tariff Code, and/or the Marine Operations Manual, the following order of priority shall be applied to any interpretation: (i) The Terminal Access Code (excluding all Annexes in which the form of Contracts appears); (ii) This Tariff Code; (iii) The Terminal Access Code’s Annexes; (iv) The Marine Operations Manual. 6 TERMINAL ACCESS CODE – 1st revision_Final Draft 1.4 Procedure for amendment of TAC 1.4.1 This TAC may be amended in the following indicative circumstances: (a) when the Terminal Operator modifies the Services made available at the Terminal; (b) when there is a change in the NNGTS or DESFA Network Code that requires a change to be made to the procedures in this TAC; (c) when there is a new interconnection point between the Terminal and a downstream system or a new Interconnection Agreement requires that a change be made to this TAC; (d) (e) when an update is requested by the RAE; (f) if a Revision Request is submitted and approved in accordance with clause 1.4.2; or (g) 1.4.2 any other situation which the Terminal Operator determines, acting as a Reasonable and Prudent Operator, has resulted in it being necessary or desirable to update or modify this TAC subject to RAE’s approval. A revision of the TAC may be requested by User and/or Terminal Operator: (a) A User may, at any time, submit a proposal for the revision of this TAC by sending a request to the Terminal Operator (a “Revision Request”). (b) The Terminal Operator may also, at any time, propose a Revision Request to this TAC. (c) The Revision Request must: (i) contain a detailed description of the proposed amendment(s) to this TAC, together with a description of the legal, technical, operation, or commercial reasons (as the case may be) why those amendments are being proposed; 7 TERMINAL ACCESS CODE – 1st revision_Final Draft 1.4.3 (ii) contain a written assessment of the consistency of the proposed amendments with Applicable Law; (iii) attach any document needed to substantiate any of the information provided in the Revision Request; and (iv) specify a proposed date on which the proposed amendments should take effect. (d) Not later than seven

(7)days following the receipt of a Revision Request submitted by a User, the Terminal Operator must acknowledge receipt of such Revision Request. (e) The Terminal Operator must, within sixty
(60)days of receipt of a Revision Request: (
  1. i)give due consideration to the proposed amendments, including determining the consistency of the amendment with Applicable Law and the overall objectives of this TAC; (
  2. ii)determine the implications of the proposed amendments on Terminal Operator’s ability to provide the Services, including the effect that the proposed amendments will have on the efficiency and cost of providing the Services for all Users; and (iii) after considering the Revision Request in accordance with clauses 1.4.2(e)(
  3. i)and 1.4.2(e)(ii), notify the submitting User that such Revision Request either: (I) has been rejected, in which case Terminal Operator shall provide such User and RAE with Terminal Operator’s reasons for such rejection; or (II) will be progressed for approval by RAE. Amendment of TAC (
  4. a)Following receipt of approval from the RAE, the Terminal Operator must amend this TAC in accordance with that approval. (
  5. b)If RAE request that the Terminal Operator modify its Revision Request, the Terminal Operator will modify it accordingly and resubmit the modified Revision Request for approval. 8 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  6. c)2. Any amendment to this TAC made in accordance with this clause 1.4 will be binding on the Terminal Operator and all Users once published in the Government Gazette. General Principles 2.1 Definitions “Actual Retainage” means the actual Retainage within the Terminal for a Contract Year. “Actual Unloading Time” means the time used in unloading an LNG Carrier, determined as the period of time, stated in hours, which commences from the LNG Carrier becoming All Fast as determined under clause 10.5.1 and ends when all quantities of LNG that were intended to be unloaded have been unloaded, all discharge and return lines have been disconnected, and the LNG Carrier has departed the berth. “Allowable Energy Tolerance” means, as measured in kWh plus or minus 2%. “Allowable Volume Tolerance” means, as measured in m3, plus or minus 2%. “All Fast” means, in respect of any LNG Cargo, the time when the LNG Carrier delivering such LNG Cargo is safely moored with all mooring lines tied up to the berth to the satisfaction of the master of such LNG Carrier. “Annual Plan” or “AP” means the annual plan that is prepared by Terminal Operator in advance of the next Contract Year, setting out, inter alia, the LNG Cargo Slot Confirmed Schedule, which will include the confirmed LNG Cargo Arrival Window of each LNG Cargo for each Long-Term User, and the agreed Daily Planned Sendout for each Day of the Contract Year for each Long-Term User. “Annual Plan Criteria” means constraints that Terminal Operator is required to take into account when formulating the final Annual Plan, which shall include: (
  7. i)respecting the Terminal Technical and Operational Constraints, (
  8. ii)aligning to the ReqSOS of the Long-Term Users (including accommodating their Flexibility requests), (iii) minimising borrowing and lending volumes of LNG between Long-Term Users, and (
  9. iv)aligning to the ReqACDS of the Long-Term Users. “Annual Plan Sendout Schedule” means the schedule of AP Daily Planned Sendouts over the Contract Year for each Long-Term User, as set out in the finalised Annual Plan. 9 TERMINAL ACCESS CODE – 1st revision_Final Draft “AP Daily Planned Sendout” means the total amount of Regasified LNG (denominated in kWh) to be made available for a Long-Term User on a Day, as set out in the finalised Annual Plan. “AP Daily Swap Capacity” means a bilateral swap of all or part of a Long-Term User's AP Daily Planned Sendout within a Day and a matching amount of another Long-Term User's AP Daily Planned Sendout as set out in clause 7.4.4. “AP LNG Cargo” means a scheduled cargo delivery that has been included in the finalized Annual Plan. “AP Process” means the Annual Plan process undertaken each for each Contract Year to produce a finalised Annual Plan and as further set out in clause 4.3. “Applicable Law” means any law, regulation, administrative and judicial provision, constitution, decree, judgement, legislation, order, ordinance, code, directive, statute, treaty or other legislative measure (including but not limited to, injunctions, writs, stipulations), and in each case of any Governmental Authority from time to time in force or court or tribunal or regulatory commission or judicial or quasi-judicial authority having jurisdiction over the matter in question, which is legally binding on a TAC Party (and lawful and unlawful shall be construed accordingly). “Approval(s)” means, regarding a TAC Party, any approval, authorisation, certificate, consent, decision, decree, judgment, license, order, permit, or other endorsement of any kind (regardless of the formal nomenclature given to any of the foregoing) necessary or proper to be granted, delivered, issued or promulgated in relation to this TAC, including in relation to (
  10. i)the performance of a TAC Party’s obligations, (
  11. ii)the exercise of a TAC Party’s rights, (iii) a TAC Party’s financial obligations, or (
  12. iv)the conduct of a TAC Party’s business. “Approved Insurance Company” means an insurance company (including captive insurance companies) that has an international reputation and whose interactive insurer financial strength rating is BBB or higher by S&P or A- or higher by AM best. “Approved LNG Carrier” has the meaning set out in clause 10.3. “Approved Revised Nomination” means a Revised Nomination that has been approved by Terminal Operator and that approval has been notified by Terminal Operator to the User. 10 TERMINAL ACCESS CODE – 1st revision_Final Draft “Authorisations” means all consents, authorisations, licences, waivers, permits, approvals and other similar documents from or by any Governmental Authority and/or RAE. “Bilateral Trade” means a trade of Daily Planned Sendout either between two LongTerm Users or Spot Cargo Users (as the case may
  13. be)or between either a Long-Term User or Spot Cargo User and a Third Party. “Boil Off” means the vapour that results from vapourisation of LNG in the FSRU’s cargo tanks. “Borrow” means, in relation to LNG, quantities, measured in kWh, that a User would have to borrow from one or more other Users in order to receive the Regasified LNG contemplated either in the Annual Plan or in an SCA, and “Borrower” shall be construed accordingly. “Boundary Limits” means the physical boundary of the Terminal, which includes the operational process from the LNG Receipt Point and extending until the Regasified LNG Delivery Point, as such processes, facilities and equipment may be modified from time-to-time in the ordinary course of the operation, maintenance and repair of the Terminal. “Business Day” means any day other than (
  14. i)a Saturday or Sunday or (
  15. ii)any other day on which the banks in Greece are closed for business; “Cancelled Gas” has the meaning set out in clause 9.3.2. “Cancelled Gas Compensation” means compensation to be paid to Users in the event that Terminal Operator determines such compensation is payable. Such compensation is set out in the Inter-User Agreement. “Capacity Exchange Agreement” or “CEA” has the meaning set out in clause 1.3.6. “Capacity Exchange User” has the meaning set out in clause 5.2.3. “Capacity Fee” has the meaning given in the TUA. "CEA Sendout" has the meaning set out in clause 5.2.2. “Consequential Damages” means (
  16. a)any indirect, incidental, consequential, special, exemplary or punitive loss or damages; (
  17. b)any loss of profit, loss of income, loss of anticipated profits, loss of goodwill, loss of business or business interruption, loss of 11 TERMINAL ACCESS CODE – 1st revision_Final Draft anticipated saving, loss of use (partial or total), loss and/or deferral of production, loss of contracts, loss of revenues or loss of reputation, in each case, whether direct or indirect and whether or not foreseeable at the time of entering into this TAC. “Contracts” shall refer collectively to the IUA, the TUA, the SCA, and the CEA, and any other supplementary contracts or agreements that are required to implement the terms and conditions of this TAC and Applicable Law. “Contract Year” means the period commencing on 1st October and ending on the subsequent 30th September in the following calendar year. “Daily Actual Sendout” means the total amount of Regasified LNG (denominated in kWh) that was delivered on any Day. “Daily Planned Sendout” means a total amount of Regasified LNG (denominated in kWh) expected to be made available on any Day. “Day” means, for the purposes of operations of the Terminal, a day starting at 07:00 hours on one calendar day and until 07:00 hours the following calendar day. “Default Rate” means the interest rate applicable to late payments, which shall be the Greek Government 10-year bond rate observed on the secondary market on the last business day of the month preceding the invoice date plus 0.03 percent per day. “Defaulting User” has the meaning given in clause 9.2.1. “Deferred Gas” has the meaning set out in clause 9.3.2. “Deferred Gas Compensation” means compensation to be paid to Users per the terms of the Inter-User Agreement. “DESFA” means the Transmission System Operator of the Greek Natural Gas transmission system, incorporated under Greek law 4001/2011 . “Departure Notice” has the meaning set out in clause 10.4.2. “Departure Notice Information” means the information labelled as such and set out on the Website. “Dispute” means any dispute, controversy, or claim of any kind or type, whether based on contract, tort, statute, regulation or otherwise, arising out of, relating to, or connected with this TAC, or the operations carried out under this TAC, including any 12 TERMINAL ACCESS CODE – 1st revision_Final Draft dispute concerning the existence, validity, interpretation, performance, breach or termination of this TAC. “Dispute Notice” has the meaning set out in clause Error! Reference source not found.. “Downstream Gas” means gas sourced from within any downstream network. “Downstream Operator” means DESFA or any other transmission system operator (“TSO”) with whom the Terminal Operator has entered into an Interconnection Agreement. “Downstream Rights” means the rights that are acquired from the Downstream Operator by a User or the Downstream System counterparty user, in order to receive the Regasified LNG at a Regasified LNG Delivery Point. “Downstream System” means a Natural Gas pipeline or pipeline network that is directly connected to the Terminal. “Downward Flex” means on any Day, a Long-Term User's requested Daily Planned Sendout that is less than the Long-Term User's TUA Reserved Capacity. “Encumbrance” shall include any mortgage, pledge, lien, charge, adverse claim, proprietary right, assignment by way of security, security interest, title retention, preferential right or trust arrangement or any other security agreement or arrangement having the effect of security. “Energy Law” means Law 4001/2011 as in force. “ETA” means the estimated time of arrival of an LNG Carrier as per the notice procedure set out in clause 10.4.3(a). “Evacuation Gas” means the amount of Regasified LNG that the Terminal Operator, in its absolute discretion, acting as Reasonable and Prudent Operator, and subject to Terminal Technical and Operational Constraints, makes available at the Regasified LNG Delivery Point and sells or arranges for a Downstream Operator to accept receipt of. Evacuations Gas may arise from: (
  18. i)a User failing to secure the necessary Downstream Rights sufficient to accommodate the amount of Regasified LNG in its Prevailing Nomination, (
  19. ii)a User failing to ensure a matching nomination with any Downstream Operator so that the Downstream Operator can accept the amount of Regasified LNG in the User's Prevailing Nomination, or (iii) the requirement to keep the Terminal’s safety and integrity due to any reason indicatively, but not limited to 13 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  20. a)Emergency situations due to accidents, (
  21. b)Emergency situations due to technical malfunctions, (
  22. c)Fire incidents etc. “Exemption Decision” means RAE’s decision no. 1580/2020 in accordance with the EU Commission’s decision no. C
(2020)8377 final, issued pursuant to Article 36 of the Third Gas Directive. “Failed LNG Cargo” means the specific LNG Cargo impacted by a Failed LNG Cargo Event. “Failed LNG Cargo Event” means one or more of the following events:(
  1. i)an LNG Cargo will not be delivered, or, (
  2. ii)is expected to arrive late (i.e. outside of the LNG Arrival Window), or, (iii) will be a different volumetric size, in m3 that is outside of the Allowable Volume Tolerance, or, (
  3. iv)will be a different energy content, in kWh that is outside of the Allowable Energy Tolerance, or, (
  4. v)LNG does not meet the LNG Specification. “Failed LNG Cargo Event Notice” means a notice issued by Terminal Operator pursuant to clause 9.2 in the event of a Failed LNG Cargo setting out Terminal Operator’s decision in relation to that LNG Cargo. “Failed LNG Cargo Terminal Operational Costs” means costs arising as a direct result of a Failed LNG Cargo Event, including but not limited to the proven costs incurred as a result of Terminal Operator being required to purchase additional LNG volumes in order to cool down the Terminal in the event of warming up and in the event that the LNG storage volume falls or is expected to fall below the LNG Operational Heel as a result of such Failed LNG Cargo Event. “First Notice” has the meaning set out in clause 10.4.3(a). “Fifth Notice” has the meaning set out in clause 10.4.3(a). “Flexibility” means the variation of an AP Daily Planned Sendout from that Long-Term User's TUA Reserved Capacity or a Spot Daily Planned Sendout from that Spot Cargo Sendout Schedule, as the case may be. “Flexibility Services” means Intracargo and Intraday flexibility services as further set out in clause 7.4. “Force Majeure” has the meaning set out in the TUA and SCA. 14 TERMINAL ACCESS CODE – 1st revision_Final Draft “Forecast Retainage” means the forecast by the Terminal Operator of Retainage within the Terminal for a given period. Forecast Retainage will be based on a study that will be prepared by the Terminal Operator and will be submitted to RAE for approval. “Fourth Notice” has the meaning set out in clause 10.4.3(a). “FSRU” means the Alexandroupolis Floating Storage and Regasification Unit located offshore at coordinates (HGRS87) Easting(
  5. m)644519.25, Northing(
  6. m)4513393.86, approximately 10 km offshore the nearest coast and approximately 17.6 km south west of Alexandroupolis, Greece, in approximately 40 m water depth. “Gas Quality Specification” means the prevailing gas quality specification of the NNGTS as set out in DESFA Network Code. “Governmental Authority” means any judicial, legislative, administrative, executive or other national, state, regional, municipal or local authority, ministry, department or any administrative agency, office, organisation or authority. “Greek Regulatory Requirements” means the requirements set out in Articles 74 – 79 of the Energy Law governing Independent Natural Gas Systems, the relevant provisions of the Natural Gas Licensing Regulation, and any other act or regulation regarding sale, transmission, or operation of natural gas (including LNG) facilities. “Gross Negligence/Wilful Misconduct” means any act or failure to act (whether sole, joint or concurrent) which was intended to cause, or which was in reckless disregard of or wanton indifference to, harmful consequences that a TAC Party knew, or should have known, such act or failure would have on the safety or property of another Person. “Guarantees” means one or more guarantees to be provided by a User in accordance with the terms of the Contracts to which that User is a party. “Guarantee Confirmation Deadline” has the meaning set out in clause 4.3.6. “Hourly Sendout” means one twenty fourth (1/24th) of the Daily Planned Sendout. “ICC” has the meaning given in clause 13.5.3; “Impacted Users” means Users whose Daily Actual Sendout was different than their respective Prevailing Nomination as a result of Deferred Gas or Cancelled Gas. 15 TERMINAL ACCESS CODE – 1st revision_Final Draft “INGS” means a natural gas system not forming part of the NNGTS irrespective of any interconnection thereto. “Interconnection Agreement” means the agreement in place between Terminal Operator and a Downstream Operator, setting out the rules and protocols for managing the Regasified LNG delivered into a Downstream System at a specific Regasified LNG Delivery Point as the case may be. “International LNG Carrier Standards” means, to the extent not inconsistent with the expressed requirements of this TAC or Applicable Law, the international standards and practices applicable to the ownership, design, construction (including the International Code for the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk), equipment, operation or maintenance of LNG vessels established by the following (such standards to apply in the following order of priority):
  7. a)a Governmental Authority;
  8. b)the International Maritime Organisation (IMO);
  9. c)the Society of International Gas Tankers and Terminal Operators (SIGTTO) and any other internationally recognised non-governmental agency or organisation, including Oil Companies International Marine Forum (OCIMF), the International Navigation Association (PIANC) and the International Association of Classification Societies (IACS); provided, however, that in the case of sub-clauses (
  10. ii)and (iii) above, it is customary for Reasonable and Prudent Operators of LNG vessels to comply with the standards and practices of such organisation, society or non-governmental agency. “Inter-User Agreement” or “IUA” means a mandatory agreement to be entered into by all Users and the Terminal Operator, as further described in clause 1.3.5. “Inter-User Guarantee” means the guarantee required pursuant to the Inter-User Agreement to support a User's obligations under the IUA. “Intraday” means within a Day. “Intraday Change Notification” means a notification issued by a User to Terminal Operator in relation an Intraday Revision or Intraday Swap. “Intraday Revision” has the meaning set out in clause 7.4.5(a). 16 TERMINAL ACCESS CODE – 1st revision_Final Draft “Intraday Swap” means a bilateral swap of all or part of the Daily Planned Sendout within a Day and a matching amount of the AP Daily Swap Capacity for that Day as set out in 7.4.4(a). “Intracargo Revision” has the meaning set out in clause 7.4.3(a). “Intracargo Swap” has the meaning set out in clause 7.4.2(a). “Intracargo Change Notification” means a notification issued by a User to Terminal Operator in relation an Intracargo Revision or Intracargo Swap. “Intra Reserved Cargo Period” means the period between two Reserved LNG Cargo Slots. “Lend” means, in relation to LNG, quantities, measured in kWh, that a User would have to lend to one or more other Users in order for the borrowing User to receive the Regasified LNG contemplated either in the Annual Plan or in an SCA, and “Lender” shall be construed accordingly “LNG” means gas in its liquid state at or below its boiling point at or near atmospheric pressure. “LNG Cargo” means a cargo of LNG transported in an LNG Carrier. “LNG Cargo Arrival Window” means a twenty-four hour period starting at 07:00 within which a User's scheduled LNG cargo delivery must have arrived at the Pilot Boarding Station and issued a Notice of Readiness. “LNG Cargo Energy Content” means the energy content of a specific LNG Cargo set out in the Annual Plan or SCA as applicable (in kWh). “LNG Cargo Slot” means the combined period covered by the LNG Cargo Arrival Window and the LNG Unloading Window for a planned single AP LNG Cargo. “LNG Cargo Slot Confirmed Schedule” means the finalised schedule set out in the Annual Plan for a Contract Year, setting out the Reserved LNG Cargo Slots. The schedule will set out, for each LNG Cargo Slot, (
  11. i)the timing of the LNG Cargo Arrival Window, (
  12. ii)the LNG Cargo Volume, and (iii) the LNG Cargo Energy Content. “LNG Cargo Volume” means the volume of a specific LNG Cargo set out in the Annual Plan or SCA as applicable (in m3) that is expected to be received at the LNG Receipt Point. 17 TERMINAL ACCESS CODE – 1st revision_Final Draft “LNG Carrier” means an LNG vessel approved by Terminal Operator that a User is using to deliver an AP LNG Cargo. “LNG Carrier Operating Requirements” means the LNG Carrier technical requirements as labelled as such and set out on the Website, the LNG Carrier compatibility information provision requirements labelled as such and set out on the Website, and the LNG cargo advance notice requirements labelled as such and set out on the Website. “LNG Energy Unloaded” means an amount of LNG (expressed in kWh) unloaded at the LNG Receipt Point. “LNG Operational Heel” means LNG retained in the tanks of the FSRU in order to meet the minimum operational requirements including maintaining the temperature of the tanks and equipment. “LNG Position” means the balance, measured in kWh, of a User's borrowing or lending of LNG. “LNG Receipt Point” means the point at which the outlet flanges of the loading lines (flex hoses or loading arms) of the LNG Carrier connect with the inlet flanges of the FSRU. “LNG Reconciliation Value” has the meaning set out in clause 8.3.1. “LNG Specification” means the specification labelled as such and set out on the Website. “LNG Storage Capacity” means the capacity of the LNG storage tank on the FSRU. “LNG Supplier” means, in relation to a User, the entity that will supply LNG to that User. “LNG Unloading Process” means, collectively, the berthing of an LNG Carrier, the unloading of LNG, and the departure of the LNG Carrier and clearance of the port. “LNG Unloading Window” means the period set out in clause 10.5.1(a). “Loading Port” means the port from which an LNG Cargo has loaded its cargo of LNG. “Long-Term Service” means the Service in relation to the reservation of TUA Reserved Capacity for periods exceeding twelve
(12)months in relation to clause 3.1.1(a). 18 TERMINAL ACCESS CODE – 1st revision_Final Draft “Long-Term User” means a User that enters into a TUA in relation to Long-Term Service. “Maintenance Allowance” means the maximum number of hours during which maintenance works on the Terminal are to be performed during each Contract Year, as such allowance is set out in clause 10.12.2(b). “Marine Operations Manual” has the meaning set out in clause 10.
  1. “Master Gas Sale and Purchase Agreements" means an agreement for supplying and selling Natural Gas that establishes the primary terms and conditions, other than price, quantity and date of delivery. “Master LNG Sale and Purchase Agreements” means an agreement for supplying LNG that establishes the primary terms and conditions, other than price, quantity and date of delivery at the FSRU. “Maximum LNG Cargo Size” means the maximum LNG Cargo for a User as notified by the Terminal Operator from time to time under the Annual Plan. “Minimum LNG Cargo Size” means the minimum LNG Cargo for a User as notified by Terminal Operator from time to time under the Annual Plan. “Minimum Sendout” means the minimum level of Regasified LNG in aggregate by all Users that Terminal Operator requires to be delivered every day and which shall be 50 mmscfd. “Mitigation Actions” has the meaning set out in clause 9.3.
  2. “Mitigation Funds” means the funds available to be drawn down pursuant to the Inter-User Guarantee of a Defaulting User which are available to Terminal Operator to take Mitigation Actions. “Month” means, for the purposes of operations at the Terminal, a time period starting at 7.00 am on the first day of a calendar month and ending at 7.00 am of the first day of the subsequent calendar month. “Mooring” means the mooring system and related infrastructure by which the FSRU is moored. “Natural Gas” means any hydrocarbon with or without other substances or a mixture of hydrocarbons (including Regasified LNG) consisting principally of methane, all of 19 TERMINAL ACCESS CODE – 1st revision_Final Draft which are substantially in gaseous phase at a pressure of one hundred and one decimal three two five (101.325) kilopascal absolute and at a temperature of fifteen Degrees Celsius (15ºC). “Natural Gas Licensing Regulation” means the Ministerial Decision no. 178065/08.08.
  3. “NNGTS” means the National Natural Gas Transmission System of Greece. “Nomination” means a User’s deemed nomination as set out in clause 7.1.1(a). “Nonconforming Gas” means the gas specification following regasification of LNG that is not compliant with the Gas Quality Specification.. “Notice of Readiness” or “NOR” means the notice that User shall cause the master of an LNG vessel or its agent to give to Terminal Operator confirming the LNG Carrier is ready to proceed to berth and ready to transfer cargo subject to the requirements of clause 10.4.
  4. “Notice to Proceed” means the notice that Terminal Operator shall give to the master of an LNG vessel or its agent to confirming the Terminal is ready for the LNG Carrier to proceed to the berth. “Off-Specification LNG” has the meaning set out in clause 10.9.
  5. “Original User” has the meaning set out in clause 5.2.
  6. “Peaking Capacity” additional Regasified LNG that could be made available in addition to the Terminal Capacity that the Terminal Operator cannot offer for Long-Term Service but may provide under specific circumstances. “Person” means any individual, corporation, partnership, trust, unincorporated organization, Government Authority, or any other legal entity. “Pilot Boarding Station” means the location within the vicinity of the Terminal at which pilots appointed by the Port Authority customarily board the LNG Carrier as determined by the Port Authority. “Pipeline and Onshore Facilities” means the 24 km 30” subsea pipeline and 4 km 30” onshore pipeline connecting the FSRU to the NNGTS, including the pipeline end manifold and downstream receiving facilities (including the coastal valve station and 20 TERMINAL ACCESS CODE – 1st revision_Final Draft onshore tie-in with the station at Amphitrite entry point, operated by the transmission system operator of the NNGTS). “Port Liability Agreement” means a port liability agreement in the form published on the Terminal Operator’s Website; “Preliminary Terminal Maintenance Plan” means the preliminary Terminal maintenance plan provided by the Terminal Operator prior to the beginning of the Annual Plan process. “Prevailing Nomination” means the currently valid nomination, whether that be the Nomination or the Approved Revised Nomination. “Provisional Commercial Operation Date” or “Provisional COD” means the date, which will be announce by the Terminal Operator, only for the purpose of executing the Annual Plan process, as set out in clause 14.
  7. “RAE” or “RAEWW” means the Regulatory Authority for Energy or the Regulatory Authority for Energy, Waste & Water in Greece, as the authority was renamed. “Reasonable and Prudent Operator” means an operator seeking in good faith to perform its contractual obligations, and in so doing, and in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator complying with all Applicable Laws and engaged in the same type of undertaking under the same or similar circumstances and conditions. “Regasified LNG” means LNG that has been regasified and made available at the Regasified LNG Delivery Point, denominated in kWh. “Regasified LNG Delivery Point” means the interconnection point between the Terminal and the Downstream System. “Replacement Gas” means the purchase of Downstream Gas up to an equivalent gas volume of the Regasified LNG not made available as a result of a Failed LNG Cargo Event. “Replacement LNG” means purchasing of a replacement LNG Cargo up to an equivalent LNG volume as in the LNG Cargo related to the Failed LNG Cargo Event. “Requested Annual Cargo Delivery Schedule” or “ReqACDS” means requested annual cargo delivery schedule for the next Contract Year prepared by each Long-Term User 21 TERMINAL ACCESS CODE – 1st revision_Final Draft to communicate to Terminal Operator the Long-Term User's preferred month for each cargo delivery to the Terminal for such Contract Year. “Requested Sendout Schedule” or “ReqSOS” means the requested schedule setting out the requested Daily Planned Sendout for each Day of the next Contract Year prepared by each Long-Term User to communicate to Terminal Operator the LongTerm User's intended use of its TUA Reserved Capacity for the next Contract Year. “Rescheduled Cargo” means an LNG Cargo supplied by a non-Defaulting User in the place of the AP LNG Cargo not delivered as a result of a Failed LNG Cargo Event. “Reserved LNG Cargo Slot” means an LNG Cargo Slot which is reserved for a current Long-Term User for delivery of an AP LNG Cargo and set out in the Annual Plan. “Retainage” means the amount of LNG the Terminal will retain from LNG volumes unloaded (expressed as a percentage of those LNG volumes) prior to regasification and send out of such LNG volumes. Indicatively this retainage will include (a) gas used as fuel and (b) gas used for operations and (c) LNG losses resulting from boil off. “Return Vapour Delivery Point” means the flange interconnection between the applicable cargo manifold connection of an LNG Carrier and the LNG return vapour hose of the Terminal. “Revised Nomination” means a notice to Terminal Operator from a User notifying of a revised Daily Planned Sendout for a Day or for a period of time where that User's revised Daily Planned Sendout is requested to vary from the Prevailing Nomination. “Revised Sendout Notification” means a notice provided by Terminal Operator to Users regarding Terminal Operator’s unilateral revision of Daily Planned Sendout and notifying Users of the changes to Daily Planned Sendout from the Daily Planned Sendout in the Prevailing Nominations, and (i) providing an explanation of the specific operational situation that requires the notification, and (ii) setting out the revisions to the Prevailing Nomination for each User. “Revision Request” has the meaning set out clause 1.4.2(a). “Scheduled Window” means the period from the start of the first hour of the LNG Cargo Arrival Window and ending seventy-two
(72)hours later. “Second Notice” has the meaning set out in clause 10.4.3(a). “Service” has the meaning set out in clause 3.1. 22 TERMINAL ACCESS CODE – 1st revision_Final Draft “Spot Cargo” has the meaning set out in clause 6.3.1. “Spot Cargo User” means a User that enters into a SCA in relation to a Spot Cargo Service. “Spot Cargo Agreement” or “SCA” means the agreement to be entered into by a company that intends to use the Spot Cargo Service. “Spot Cargo Service” means provision of the Service covering a single or a series of Spot Cargos. “Spot Daily Planned Sendout” means the total amount of Regasified LNG expected to be sent out on any Day denominated in kWh required for the Spot Cargo. “Spot LNG Cargo Slot” means the combined period covered by the LNG Cargo Arrival Window and the LNG Unloading Window for a planned single Spot Cargo “Spot LNG Cargo Slot Confirmed Schedule” means the finalised schedule setting out, for each Spot LNG Cargo Slot, (
  1. i)the timing of the LNG Cargo Arrival Window, (
  2. ii)the LNG Cargo Volume, and (iii) the LNG Cargo Energy Content. “TAC Issue Date” has the meaning set out in clause 1.1.3. “TAC Party” means any party bound by this TAC, including the Terminal Operator and the Users; collectively, TAC Parties. “Tariff Code” or “TC” means the code approved by RAE setting out the methodology for calculation of all tariffs, fees and payments for the Services. “Tax” or “Taxes” means any tax, charge, fee, levy or other assessment imposed under Greek law, laws of the European Union or under any law of any other state; including all income, withholding, windfall profits, gross receipts, business, environmental, value added, capital gain, duties, capital stock, registration, excise, ad valorem, real property, personal property, land, local development, license, sales, production, occupation, use, service, service use, transfer, payroll, employment, social security (or similar), unemployment, travel, franchise, severance, bonus or other tax of any kind, as well as any charges and assessments (including any interest, penalties or additions to tax due to or imposed on or regarding any assessment, whether disputed or not, but excluding any royalties, over-riding royalties and like charges), and all stamp or documentary taxes and fees. “Technical Dispute” means: 23 TERMINAL ACCESS CODE – 1st revision_Final Draft
  3. a)any dispute on technical issues, including any dispute arising out of or in connection with the following: i. the equipment, performance, operation, maintenance and/or safety of the Terminal; ii. the interpretation and/or application of any of Terminal Technical Description; iii. the interpretation and/or application of the documents labelled LNG Carrier Technical Requirements, LNG Carrier Compatibility Information Provision Requirements, Quality and Measurement Procedures for LNG, and made available by Terminal Operator on its Website; iv. the quantity, quality, measurement, allocation, attribution, balancing of any LNG; or v. losses and/or consumption during the regasification chain; or
  4. b)any dispute on whether a particular dispute relates to a technical issue. “Terminal” means, collectively, the FSRU, the Mooring, the Pipeline and Onshore Facilities. “Terminal Access Code” or “TAC” has the meaning set out in clause 1.1.1. “Terminal Capacity” means the maximum kWh of Regasified LNG that Terminal Operator can make available at the Regasified LNG Delivery Point to Users on a Day, subject to the other provisions of the TUA and TAC. “Terminal Maintenance Plan” means the plan prepared by the Terminal Operator for the next Contract Year which will set out: (
  5. i)Planned scope of any major maintenance that will affect Capacity of the Terminal, (
  6. ii)Indicative timing of maintenance that will require the Terminal to cease or reduce operations, (iii) Indicative timing of reductions in Terminal Capacity and Services including the revised Capacity for those periods. “Terminal Operator” means Gastrade S.A. “Terminal Operator Extended LNG Unloading Window” has the meaning set out in clause 10.5.2(a). “Terminal Operator Revised Sendout Event” has the meaning set out in clause 7.5. “Terminal Technical and Operational Constraints” means one or more constraints derived from the following parameters (but not limited to those parameters): (
  7. i)LNG 24 TERMINAL ACCESS CODE – 1st revision_Final Draft Storage Capacity, (
  8. ii)LNG Operational Heel, (iii) capacity of gas sent out at the Regasified LNG Delivery Point related to the gas volumes that can be accepted by the Downstream System, (
  9. iv)LNG Cargo unloading rate, (
  10. v)LNG regasification rate and gas send out capacity including not exceeding the Terminal Capacity and not falling below the Minimum Sendout, (
  11. vi)any reductions or shut down of regasification capacity and other Terminal services arising from the Terminal Maintenance Plan, (vii) the timing of LNG unloading slots and the duration of unloading operations, and (viii) availability of redundant equipment and systems. “Terminal Technical Description” means the Terminal technical description as labelled as such and set out on the Website. “Terminal Use Agreement” or “TUA” means the agreement to be executed between the Terminal Operator and each individual Long-Term User of Long-Term Service. “Terminal User’s Account” means the statement of account of Lending and Borrowing of LNG maintained by Terminal Operator for Long-Term Users and Spot Cargo Users on a daily basis. The balance of each Terminal User’s Account is reconciled at the end of the Contract Year as further described in clause 8.2.2. “Third Notice” has the meaning set out in clause 10.4.3(a). “Third Party” means a company or entity that wishes to secure Services from a LongTerm User or a Spot Cargo User by means of a CEA. “TUA Reserved Capacity” means the amount of the Terminal Capacity that has been reserved by a Long-Term User for any individual Contract Year under a TUA, denominated in kWh/day for each Day of such Contract Year. “Unreserved Capacity” means the amount of Terminal Capacity that has not been reserved pursuant to a TUA or an SCA. “Unused Capacity” means the TUA Reserved Capacity that has been released by that Long-Term User for the purposes of the Annual Plan for the next Contract Year and calculated, for each Day, as the difference, if positive, between the TUA Reserved Capacity and the AP Daily Planned Send Out. “Upward Flex” means on any Day, a Long-Term User's requested Daily Planned Sendout that is higher than the Long-Term User's TUA Reserved Capacity. 25 TERMINAL ACCESS CODE – 1st revision_Final Draft “User” means any company or person that uses the Service or part of the Service at the Terminal, being either a Long-Term User, a Spot Cargo User or a Capacity Exchange User. “User Extended LNG Unloading Window” has the meaning set out in clause 10.5.3(a). “User Termination Event” means termination, by Terminal Operator pursuant to the terms of a Contract, in response to a User’s default under the terms of that Contract. “Value Added Tax” or “VAT” means
  12. a)any value added tax imposed by Greek Law 2859/2000;
  13. b)any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
  14. c)any other tax of a similar nature, whether imposed in Greece or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (
  15. a)or (
  16. b)above or imposed elsewhere. “Website” means the publicly available information provided on the Terminal Operator’s internet pages. 2.2 Interpretation 2.2.1 Except as otherwise specifically stated, references to clauses or annexes shall be to clauses and annexes in this TAC. References to this TAC include its annexes, each of which are integral parts of this TAC. 2.2.2 Headings are for ease of reference only and do not affect interpretation and are of no legal effect. 2.2.3 The language which governs the interpretation of this TAC is the English language and all notices to be given by any Party and all other communications and documentation in any way relevant to this TAC shall be in the English language. 2.2.4 Save where otherwise required from the context, terms used in the singular also refer to the plural and vice versa. 2.2.5 The terms “including” and “include” shall be construed to mean “including without limitation” and “include without limitation”. 26 TERMINAL ACCESS CODE – 1st revision_Final Draft 2.2.6 References to a TAC Party or any Person include its successors and permitted assigns. 2.2.7 All units of measurement used in this TAC and not defined herein will be determined in accordance with the “Système Internationale d'unités”, published by Bureau International des Poids et Mesures. 2.2.8 Words, phrases, or expressions that are not defined in this TAC but that have a generally accepted meaning in the practice of measurement and metering in the international businesses of production, transportation, distribution, and sale of Natural Gas have that meaning. 2.2.9 All references to time shall be to Greek time, unless expressly provided otherwise. 2.2.10 References to an agreement, deed, instrument, license, code, or any publication of any organisation, or non-governmental agency, or any other document (including this TAC), or to a provision contained in any of the foregoing, shall be construed, at the particular time, as a reference to it as it may then have been amended, varied, supplemented, modified, suspended, assigned or novated, except as otherwise provided. 2.2.11 Unless the context otherwise requires, references to a statute, treaty, legislative provision or act, or to a provision contained in any of these, shall be construed as including a reference to any modification, extension or reenactment at any time then in force. 2.2.12 References to “day”, “month”, “quarter” and “year” shall, unless otherwise stated or defined, mean a day, month, quarter and year of the Gregorian calendar, respectively. 2.2.13 No Authorisation shall be treated as having been granted for this TAC, including the Annexes, unless such Authorisation has been finally granted or issued by the relevant Governmental Authority and/or RAE, without such grant or issue being subject to any appeal or any condition as to its effectiveness, but the possibility of proceedings for judicial review of such Authorisation being instituted shall not prevent an Authorisation being treated as granted unless such judicial review proceedings have, in fact, been instituted. 27 TERMINAL ACCESS CODE – 1st revision_Final Draft 2.2.14 References to “conduct” include any omission, statement or undertaking, whether or not in writing. 2.2.15 References to payments, costs or any other monetary amounts shall be to such amounts in Euros, unless otherwise specified. References to “Euro”, “Euros”, “EUR” or “€” shall be a reference to the lawful currency from timeto-time of the European Union. 2.2.16 References to any authority (including a Governmental Authority and/or RAE), association or body whether statutory or otherwise shall, if that authority, association or body ceases to exist or is reconstituted, renamed or replaced, or if the powers or functions of that authority, association or body are transferred to any other authority, association or body, be deemed to refer respectively to the authority, association or body established or constituted instead of it or which, as nearly as may be, succeeds to the powers and functions exercised by it. 2.2.17 The use of the expression “and/or” shall mean both “and” and “or” (e.g., “A and/or B” shall mean “A or B” or “both A and B”). Using “and/or” within a list shall mean all or any combination of the listed terms (e.g., “X, Y and/or Z” shall mean “X” or “Y” or “Z” or “X and Y” or “Y and Z” or “X and Z” or “X and Y and Z”). 2.2.18 3. Unless this TAC provides otherwise, any payment falling due on a nonBusiness Day shall be deemed due and payable on the next immediately following Business Day. Description of Service and Charges 3.1 The offered service 3.1.1 Terminal Operator shall, acting as a Reasonable and Prudent Operator, make available to Users the following bundled service, pursuant to the terms of the Contract to which a User is a party: (
  17. a)the reservation of an amount of the Terminal Capacity in the Terminal; (
  18. b)the receiving and berthing of LNG Carriers at the Terminal; (
  19. c)services that include berthing, unberthing and mooring (excluding pilot services); 28 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  20. d)the unloading and receipt of LNG from LNG vessels at the LNG Receipt Point; (
  21. e)the use of LNG storage held within the Terminal for the User's LNG inventory; (
  22. f)the pumping and regasification of LNG located in the Terminal; (
  23. g)transmission to and making available for delivery of Regasified LNG at the Regasified LNG Delivery Point; (
  24. h)the Flexibility Services; (
  25. i)the measurement and testing of LNG and Regasified LNG; (
  26. j)fiscal metering facilities; (
  27. k)electronic inventory tracking, nominations and Regasified LNG send out management system; (
  28. l)the administration of LNG Lending and Borrowing amongst Users and LNG inventory of each User; and (
  29. m)online information services to Users in accordance with clause 8.2.1. (collectively, the “Service”). 3.2 Additional Services 3.2.1 From time to time, Terminal Operator and a User may agree that Terminal Operator will make available additional services to a User pursuant to the terms of a separate agreement entered into with respect to such additional services. That agreement shall be signed between the Terminal Operator and the User before the commencement of the service. Details of the available additional services are presented in Terminal Operator’s Website. 3.3 Charges 3.3.1 The tariff charged pursuant to the Contracts and the Tariff Code shall include all costs associated with providing the Service. 3.3.2 Subject to clause 3.2, Terminal Operator shall not be responsible for any charges and costs incurred by Users outside of the scope of the Service or 29 TERMINAL ACCESS CODE – 1st revision_Final Draft outside the Boundary Limits of the Terminal, and each User shall be directly responsible for payment of such charges and costs. 4. Capacity and Annual Plan 4.1 Capacity reservation 4.1.1 Each Long-Term User shall reserve TUA Reserved Capacity pursuant to a TUA. 4.1.2 If an existing Long-Term User wishes to increase the total amount of such Long-Term User’s TUA Reserved Capacity to be used in the next Contract Year, such Long-Term User will have to either: 4.2 (
  30. a)agree a revision of their existing TUA with Terminal Operator, as provided herein and in the relevant TUA, or (
  31. b)reserve Spot Cargo Service through an SCA. Long-Term Users' entitlement to Reserved Capacity 4.2.1 Long-Term Users are entitled to request and receive in the Annual Plan: (
  32. a)an annual levelised Daily Planned Sendout up to the Long-Term User's TUA Reserved Capacity; (
  33. b)Upward Flex on certain Days, such request being granted in whole or in part subject to the rights and limitations as set out in this TAC and in the TC; and (
  34. c)Downward Flex on any and all Days. 4.2.2 Once a Long-Term User has released Unused Capacity then such Long-Term User shall have no further rights in relation to such Unused Capacity for the next Contract Year. The Long-Term User will still be liable to the obligations arising from the TUA that has been executed between the Terminal Operator and the Long-Term User, for the total TUA Reserved Capacity subject to clause 4.2.3. 4.2.3 Such Unused Capacity can be subsequently sold by the Terminal Operator to another party but only once the Unreserved Capacity on any one day has been fully sold by the Terminal Operator, either as a Long-Term Service or a Spot Cargo Service. In case the Unused Capacity of any Long-Term User is sold 30 TERMINAL ACCESS CODE – 1st revision_Final Draft by the Terminal Operator, that Long-Term User shall pay an administrative fee that will be described in the Tariff Code for such sale. 4.2.4 4.3 The nominations of a Long-Term User for Daily Planned Sendout for the next Contract Year shall not in any way affect the Long-Term User's TUA Reserved Capacity for subsequent Contract Years. Annual Plan – Process 4.3.1 4.3.2 4.3.3 Prior to the start of the Annual Plan process, not later than 31 of May each year, Terminal Operator shall provide to Long-Term Users: (
  35. a)the Forecast Retainage for the next Contract Year; (
  36. b)the Preliminary Terminal Maintenance Plan; and (
  37. c)the precise calendar dates for the forthcoming Annual Plan process, in accordance with the milestones set out in this clause 4.3. The Annual Plan process will proceed in 4 stages, in the period commencing the beginning of June until the end of August, to prepare the Annual Plan for the next Contract Year (“AP Process”). The output of the process is a finalised Annual Plan for the next Contract Year: (
  38. a)Stage 1 - Preliminary Annual Plan; (
  39. b)Stage 2 - Capacity allocation mechanism in systems downstream of the Terminal; (
  40. c)Stage 3 - Finalisation of Annual Plan; and (
  41. d)Stage 4 - Confirmation of Guarantee arrangements. Stage 1 - Preliminary Annual Plan (
  42. a)Long-Term Users are required to submit to Terminal Operator by 7th June: (
  43. i)a preliminary Requested Annual Cargo Delivery Schedule (ReqACDS), (
  44. ii)a preliminary Requested Send Out Schedule (ReqSOS), and 31 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  45. b)Terminal Operator will provide a first draft of a preliminary Annual Plan to each Long-Term User by 21st June. The preliminary Annual Plan will provide each Long-Term User with: (
  46. i)a preliminary Daily Planned Sendout profile for that LongTerm User, being a preliminary Daily Planned Sendout for each day of the next Contract Year, (
  47. ii)the preliminary LNG Cargo Slot dates for that Long-Term User, (iii) the Forecast Retainage; and (
  48. iv)initial feedback to that Long-Term User in relation to any Flexibility they may have requested in the ReqSOS noting that (
  49. a)if requests for Flexibility exceed available Terminal Capacity for a particular Day or Days then Terminal Operator may not be able to accommodate all requests for Flexibility, and, (
  50. b)Long-Term User requests for their TUA Reserved Capacity or for Downward Flex will be given priority before any requests for Upward Flex can be considered, and, (
  51. c)requests for Upward Flex will be prioritised in accordance with a process, to be defined in the TC. (
  52. c)4.3.4 Terminal Operator will provide the Terminal Maintenance Plan by 30th of June. Stage 2 - Capacity allocation mechanism in systems downstream of the Terminal and firm submissions from Long-Term Users (
  53. a)(
  54. b)By 31st July, Long-Term Users are required to submit to Terminal Operator: (
  55. i)their revised ReqACDS and ReqSOS, consistent with the Downstream Rights they have secured pursuant to applicable capacity allocation mechanism; and (
  56. ii)such guarantee(
  57. s)as are required pursuant to the IUA (Annex A), to support Inter-User Guarantee requirements. Should a Long-Term User not provide a guarantee in accordance with paragraph (
  58. ii)above by 31st of July then such Long-Term User will be notified by the Terminal Operator that they retain their right to 32 TERMINAL ACCESS CODE – 1st revision_Final Draft participate in the next step of the AP, meaning their revised ReqACDS and ReqSOS will be evaluated by the Terminal Operator during the Stage 3, but in any case they don’t provide a guarantee in accordance with paragraph 4.3.6(a), they will lose their right to their TUA Reserved Capacity for the next Contract Year (such lost TUA Reserved Capacity to be used in the calculation of Unused Capacity); however, such Long-Term User will still be required, pursuant to the TUA, to pay the Capacity Fees for that next Contract Year. 4.3.5 Stage 3 - Finalisation of the Annual Plan (
  59. a)Terminal Operator will review the revised ReqACDS and ReqSOS submitted by Long-Term Users. (
  60. b)During this review process, Terminal Operator will consult with LongTerm Users and (
  61. i)may suggest possible amendments to their submitted revised ReqACDS and ReqSOS; and (
  62. ii)will notify the User of the specific LNG Cargo Arrival Window for each AP LNG Cargo. (
  63. c)Terminal Operator will take into account Long-Term Users preference where practical and consistent with the Annual Plan Criteria. (
  64. d)Following the review process, the Terminal Operator, acting as prudent and reasonable operator, shall finalise the Annual Plan, subject to further amendments pursuant to clause 4.3.6, in its sole discretion without further amendments by a Long-Term User. Furthermore, Terminal Operator may further optimise the AP through considering auction of individual slots. Terminal Operator will seek to issue the finalised Annual Plan to all Long-Term Users no later than 1st September. 4.3.6 Stage 4 - Confirmation of Guarantee arrangements. (
  65. a)Following issuance of the finalised Annual Plan, to the extent that a Long-Term User is required to issue a revised Inter-User Guarantee, such Long-Term User shall provide to Terminal Operator within fourteen
(14)Days of such Annual Plan issuance (“Guarantee 33 TERMINAL ACCESS CODE – 1st revision_Final Draft Confirmation Deadline”), a revised final form of the Inter-User Guarantee in compliance with the requirements under the IUA. (
  1. b)Should a Long-Term User fail to provide, to the extent required, a final form of Inter-User Guarantee by the Guarantee Confirmation Deadline, then: (
  2. i)In case such Long-Term User has submitted guarantee, pursuant to clause 4.3.3(a), then the Terminal Operator will request from such Long-Term User to decide within 2 days whether, when revising the Annual Plan, they prefer to be set with the preliminary ReqSOS and ReqACDS or lose their right to their TUA Reserved Capacity for the forthcoming Contract Year (such lost TUA Reserved Capacity to be used in the calculation of Unused Capacity); however, the Long-Term User will still be required, pursuant to the TUA, to pay the Capacity Fees for that forthcoming year; The Terminal Operator is obliged to follow such Long-Term User preference; (
  3. ii)In any other case, the Terminal Operator will exclude such Long-Term User from the Annual Plan and such Long-Term User will lose its right to its TUA Reserved Capacity for the forthcoming Contract Year (such lost TUA Reserved Capacity to be used in the calculation of Unused Capacity); however, the Long-Term User will still be required, pursuant to the TUA, to pay the Capacity Fees for that forthcoming year. (
  4. c)In the event of such a failure of a Long-Term User as set out in subclause (
  5. b)above, Terminal Operator will revise the Annual Plan and provide an updated finalised Annual Plan to the other Long-Term Users by 30th September which shall account for the cancellation of Daily Planned Capacity for the Long-Term User that did not comply with the Inter-User Guarantee requirements. 4.4 Annual Plan – Long-Term User's Input 4.4.1 Preparation of Requested Send Out Schedule (ReqSOS) (
  6. a)Each Long-Term User shall specify its requested Daily Planned Sendout for each Day of the next Contract Year. Long-Term Users starting point is the TUA Reserved Capacity. 34 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  7. b)4.4.2 Long-Term Users may request variations to the TUA Reserved Capacity as follows: (
  8. i)On any Day, a Long-Term User may request Downward Flex; (
  9. ii)On any Day, and provided that there is Unreserved Capacity for that Day as advised by the Terminal Operator during the Annual Plan process, a Long-Term User may request Upward Flex; (iii) The Flexibility requested by a Long-Term User pursuant to subclause (
  10. i)and (
  11. ii)above is available to be requested to the extent that for that Long-Term User the sum of such LongTerm User’s requested AP Daily Planned Sendout for each Day in the Contract Year is less than or equal to the sum of such Long-Term User’s TUA Reserved Capacity for each Day of the Contract Year; and (
  12. iv)A Long-Term User's Upward Flex requests must also indicate if the Long-Term User is willing to either: (
  13. a)accept modifications by Terminal Operator to the request, which will enable Terminal Operator to offer some but not all of the requested Upward Flex, or (
  14. b)not accept modifications so that the Upward Flex request is inflexible and should only either be accepted in full by Terminal Operator or be declined in full by Terminal Operator if unable to accommodate fully. Preparation of Requested Annual Cargo Delivery Schedule (ReqACDS) (
  15. a)Each Long-Term User shall specify the following information in such Long-Term User’s ReqACDS: (
  16. i)the number of LNG Cargos to be delivered in the next Contract Year; (
  17. ii)the LNG Cargo Energy Content (in kWh) intended to be unloaded at the Terminal for each requested LNG Cargo, which shall be within the Technical Constraints of the Terminal; and 35 TERMINAL ACCESS CODE – 1st revision_Final Draft (iii) the requested date for each LNG Cargo Slot for delivery for each requested LNG Cargo. (
  18. b)LNG Cargo Slots requested should be reasonably and nondiscriminatorily distributed to align with the ReqSOS. (
  19. c)Relationship between ReqACDS and ReqSOS: (
  20. i)All Long-Term Users shall link and match their LNG Cargo Energy Content unloaded through the ReqACDS and their LNG Volumes Regasified in the ReqSOS, plus any quantity that is retained as Retainage, so as the tank of the Terminal remains balanced at the end of each Contract Year; and/or (
  21. ii)4.5 Criteria Guiding the Terminal Operator’s Annual Plan determination 4.5.1 4.6 Each Long-Term User shall match its LNG Cargo Energy Content unloaded through the ReqACDS and its LNG Volumes Regasified in the ReqSOS, plus any quantity that is retained as Retainage. The Terminal Operator shall be guided in its preparation of the Annual Plan by the Annual Plan Criteria and shall act impartially when finalising both a preliminary Annual Plan and when finalising the Annual Plan. In the event of a request from RAE, the Terminal Operator shall brief RAE on the process and considerations that have shaped the finalised Annual Plan. The final Annual Plan shall be the sole decision of the Terminal Operator respecting the requirements of the TAC. Revision of Annual Plan by Terminal Operator 4.6.1 Provided that (
  22. i)all Long-Term Users comply with the LNG Cargo Slot Confirmed Schedule and, (
  23. ii)there are no unexpected downstream capacity constraints or Terminal Technical and Operational Constraints impacting the AP Daily Planned Sendout, and (iii) the Service is not suspended for a LongTerm User, then the Annual Plan shall not be revised following confirmation of the finalised Annual Plan at the end of the AP Process. 4.6.2 Notwithstanding clause 4.6.1, Terminal Operator may revise, including the cancellation of one or more AP LNG Cargos, and reissue the Annual Plan in respect of the remaining period of the applicable Contract Year, in the event of: 36 TERMINAL ACCESS CODE – 1st revision_Final Draft 4.6.3 5. (
  24. a)a Failed LNG Cargo Event; (
  25. b)any Terminal Technical and Operational Constraints or unexpected downstream constraints; (
  26. c)a Long-Term User failing to replace their Inter-User Guarantee in accordance with the IUA after it has been called upon; (
  27. d)the Service to a Long-Term User being suspended; or (
  28. e)a Long-Term User Termination Event. In such a situation, Terminal Operator shall notify Long-Term Users as soon as reasonably possible when Terminal Operator has determined that such a revision will be necessary. Post Annual Plan flexibility and secondary trading of Capacity 5.1 Secondary trading of capacity – Bilateral Trades 5.1.1 Following the finalisation of the Annual Plan, Long-Term Users may revise their AP Daily Planned Sendout for any Day of the Contract Year of such Annual Plan, through Bilateral Trades as further described in this clause 5. 5.1.2 During any Gas Year, Spot Cargo Users may revise their Spot Daily Planned Sendout for any Day of their Term, as described in their SCA, through Bilateral Trades as further described in this clause 5. 5.1.3 Such Bilateral Trades may be in the form of: (
  29. a)an exchange of AP Daily Planned Sendout or Spot Daily Planned Sendout, as the case may be, (whereby the traded Daily Planned Sendout or Spot Daily Planned Sendout, as the case may be, must be reciprocal and matching between the two parties to the trade); or (
  30. b)a transfer (sale) of AP Daily Planned Sendout or Spot Daily Planned Sendout. Each Bilateral Trade must result in there being no net revision to the overall Daily Planned Sendout for all the Long-Term Users and Spot Cargo Users as set out in the Annual Plan or the average overall Daily Planned Sendout for all the Long-Term Users and Spot Cargo Users within an Intra Reserved Cargo Period. 37 TERMINAL ACCESS CODE – 1st revision_Final Draft 5.2 5.1.4 The Long-Term Users and the Spot Cargo Users are permitted to sell their AP Daily Planned Sendout or Spot Daily Planned Sendout via a CEA, and any User or any approved Third Party, may receive CEA Sendout via a CEA – Sale of CEA Sendout. 5.1.5 The Long-Term Users and the Spot Cargo Users are permitted to exchange their AP Daily Planned Sendout or Spot Daily Planned Sendout via a CEA – Exchange of CEA Sendout. 5.1.6 Bilateral Trades involving a Third Party shall be subject to Terminal Operator approval in accordance with clause 5.3. Capacity Exchange Agreement 5.2.1 Any secondary trade of Daily Planned Sendout shall be made pursuant to a CEA among such Users and Terminal Operator. 5.2.2 The CEA shall only permit trading of Daily Planned Sendout (being AP Daily Planned Sendout or Spot Daily Planned Sendout as the case may be ("CEA Sendout") and will not involve the trading of an AP LNG Cargo, Spot Cargo or an LNG Cargo Slot. 5.2.3 5.2.4 A User (as applicable) that intends to sell CEA Sendout (“Original User”) at all times shall retain the primary rights and obligations under its TUA, SCA and IUA (as applicable) with Terminal Operator and the corresponding rights and obligations under this TAC, save that the counterparty, purchasing the CEA Sendout (“Capacity Exchange User”), will be transferred the rights and obligations with respect to: (
  31. a)daily Nominations pursuant to clause 7.1.1; (
  32. b)operational notices with respect to the AP Daily Planned Sendout or Spot Daily Planned Sendout; and (
  33. c)such other informational exchange as may be required to enable Terminal Operator to comply with Applicable Law. A User (as applicable) that intends to exchange CEA Sendout (“Original User”) at all times shall retain the primary rights and obligations under its TUA, SCA and IUA (as applicable) with Terminal Operator and the corresponding rights and obligations under this TAC, excluding the primary rights and obligations under its TUA, SCA and IUA (as applicable) that are linked with the AP Daily 38 TERMINAL ACCESS CODE – 1st revision_Final Draft Planned Sendout or Spot Daily Planned Sendout Daily Planned Sendout transferred at the Regasified LNG Delivery Point, thus the counterparty, purchasing the CEA Sendout (“Capacity Exchange User”), will be transferred the rights and obligations with respect to: 5.3 (
  34. a)the AP Daily Planned Sendout or Spot Daily Planned Sendout transferred to a Capacity Exchange User under a CEA; (
  35. b)daily Nominations pursuant to clause 7.1.1; (
  36. c)operational notices with respect to the Daily Planned Sendout; and (
  37. d)such other informational exchange as may be required to enable Terminal Operator to comply with Applicable Law. Bilateral trades with a Third Party A bilateral trade with a Third Party shall only be permitted where the Third Party has received Terminal Operator’s prior approval to become a Capacity Exchange User for the purposes of the TAC. Such approval shall be contingent on the satisfaction of the requirements to be published on Terminal Operator’s Website. Such approval shall not be unreasonably withheld or delayed. 6. Marketing of capacity and Spot cargos 6.1 Marketing of Unreserved Capacity and Unused Capacity 6.1.1 Subject to clause 6.1.4, Terminal Operator may market Unreserved Capacity at any time as Long-Term Service through market-based arrangements (such as open season procedures or auctions or First-Come-First-Serve principle etc.). 6.1.2 Terminal Operator will market Terminal Capacity according to the following procedure: (
  38. a)Terminal Operator shall publish information on available Terminal Capacity and the available Spot LNG Cargo Slots in Terminal Operator’s Website or another publicly available electronic system at the start of each Contract Year, and shall promptly update the available Terminal Capacity throughout each Contract Year; 39 TERMINAL ACCESS CODE – 1st revision_Final Draft 6.1.3 (
  39. b)potential Users may submit a request for Long-Term Service or Spot Cargo Service as provided for in this TAC; and (
  40. c)Users that reserve Long-Term Service that commence in the subsequent Contract Year must enter into a TUA prior to the date required in clause 6.2.1. Users that reserve a Spot Cargo Service must enter into a SCA prior to utilizing any Terminal Capacity. Terminal Operator may package together Unreserved Capacity and Unused Capacity and may regularly market such capacity as Spot Cargo Service. 6.1.4 Terminal Operator shall not commit to Long-Term Service that have been requested to start either (
  41. i)in the current Contract Year, or (
  42. ii)in the next Contract Year once the Annual Plan process has started. 6.1.5 Following finalisation of the Annual Plan the Terminal Operator shall commence marketing as Spot Cargo Service any Unreserved Capacity and any Unused Capacity (arising from the completed Annual Plan process) for the next Contract Year. 6.2 6.1.6 Terminal Operator may actively market and commit to Spot Cargo Service at any time, excluding during the Annual Plan Process, for the next Contract Year. 6.1.7 Terminal Operator may actively market and commit to Spot Cargo Service, any Unused Capacity and any Unreserved Capacity at any time for the current Contract Year. Entitlement to participate in the Annual Plan process 6.2.1 New Users seeking to reserve Long-Term Services will have to enter into a binding TUA and all other required Contracts and TUA’s Guarantees prior to the formal commencement of the Annual Plan process for the next Contract Year, and no later than 31 May of the Contract Year in which the Annual Plan process is beginning. 6.2.2 New Users may access a Spot Cargo Service for the current and the next Contract Year pursuant to one or more SCAs and all required Contracts and Guarantees at any time. 40 TERMINAL ACCESS CODE – 1st revision_Final Draft 6.3 Spot Cargo 6.3.1 7. Subject to this clause 6.3, Terminal Operator shall accept from a Spot Cargo User an LNG Cargo, which shall not be an AP LNG Cargo (“Spot Cargo”) at any time that there is both: (
  43. a)availability of Terminal Operator to provide a Spot LNG Cargo Slot; and (
  44. b)adequate Unreserved Capacity and/or Unused Capacity and/or Peaking Capacity that the Terminal Operator has available at the time. 6.3.2 A Spot Cargo User will be required to enter into a SCA and provide any documentary requirements, including any Guarantee required under the SCA and confirmation of adequate Downstream Rights. 6.3.3 The LNG Cargo Volumeand the Spot Daily Planned Sendout will be scheduled so as not to cause any changes to the Daily Planned Sendout for other LongTerm Users. 6.3.4 A Spot Cargo User will receive the LNG Cargo Volume in a period, which is subject to Terminal Technical and Operational Constraints. Such Spot Cargo User may be required to Borrow LNG before the Spot Cargo arrives at the Terminal. Such Spot Cargo User may be required to Lend LNG after the Spot Cargo arrives. Such Borrowing and Lending shall result in a net zero LNG Position in relation to such Spot Cargo User once all of the Spot Cargo Volume has been made available to the Spot Cargo User as Regasified LNG. 6.3.5 At least 10% of the aggregated on an annual basis Terminal Capacity shall be reserved for Spot Cargo Services and marketed through market-based arrangements (such as open season procedures or auctions or First-ComeFirst-Serve principle etc.) while always maximising the use of the Terminal. Nominations and Regasified LNG 7.1 Nominations 7.1.1 Nominations – Annual Plan or SCA as applicable (
  45. a)Users are deemed to have issued daily nominations to Terminal Operator in accordance with the AP Daily Planned Sendout or Spot Daily Planned Sendout for each Day under the finalised Annual Plan 41 TERMINAL ACCESS CODE – 1st revision_Final Draft or SCA, as applicable, or the CEA Sendout under any executed CEA (“Nominations”). (
  46. b)Users are not required to submit daily, weekly or monthly nominations once the Annual Plan or SCA as applicable is finalized if their intended Daily Planned Sendout is in accordance with the AP Daily Planned Sendout or Spot Daily Planned Sendout, as applicable. (
  47. c)Users are required to provide downstream counter party information and any other relevant information for each Day in accordance with the provisions of the Interconnection Agreement. 7.1.2 Revised Nominations – Flexibility Services and Bilateral Trades In the case of a revision to one or more User’s Daily Planned Sendout that have been approved by Terminal Operator and which arose from the provision of Flexibility Services or Bilateral Trades, then a Revised Nomination request from such User(
  48. s)will be deemed to have been made and the approval of the Revised Nomination by the Terminal Operator will have been deemed to have been given. 7.1.3 Revised Nominations – Timing A User is entitled to request a Revised Nomination in respect of a Day, provided that such Revised Nomination is received no later than 15:00 prior to the start of such Day. Terminal Operator will notify the User by 17:00 if such Revised Nomination is accepted as an Approved Revised Nomination. A User is also entitled to request additional Revised Nomination in respect of a Day, according to the provisions of the Interconnection Agreement. 7.2 Downstream Rights 7.2.1 Downstream Rights – Users (
  49. a)Users are required to have sufficient Downstream Rights that will enable their Daily Planned Sendout and their Prevailing Nomination to be accepted. (
  50. b)Terminal Operator will make available Regasified LNG to a User, but only to the extent of the Downstream Rights of that User, subject to Terminal Technical and Operational Constraints and the successful 42 TERMINAL ACCESS CODE – 1st revision_Final Draft completion of the matching process with the Downstream Operator pursuant to the provisions of the Interconnection Agreement. 7.2.2 Downstream coordination with the Downstream Operator (
  51. a)Terminal Operator and the Downstream Operator will exchange User nomination information, including any changes in the Prevailing Nomination, on a daily and hourly basis pursuant to the Interconnection Agreement to enable the matching of Terminal Operator nomination and Downstream Operator nomination in relation to each User. (
  52. b)Terminal Operator shall exercise its best endeavours to conclude in an Interconnection Agreement with the Downstream Operator: (
  53. i)a common set of nomination adjustment rules in the event of a mismatch of nominations, and, (
  54. ii)a common set of Regasified LNG allocation rules for the end of Day volume that has physically flowed. 7.3 Regasified LNG Allocations 7.3.1 Terminal Operator will maintain an ongoing account, for each User and for the Terminal operation as a whole, of Daily Actual Sendout attributable to each such User and for the Terminal as a whole. This information will be made available to each User in Terminal Operator’s electronic system, on a daily basis. 7.3.2 The User will be allocated Regasified LNG in accordance with 7.2.2(b)(ii). 7.3.3 If, on a given Day, there is a disruption in communication between Terminal Operator and the Downstream Operator set out in clause 7.2.2, the actual Regasified LNG for such Day will be allocated to Users on a pro rata basis with reference to such Users’ respective Prevailing Nomination. 7.3.4 Any variation in actual Regasified LNG for a given Day relative to the aggregate of all Users’ Prevailing Nominations shall be allocated, for purposes of Regasified LNG accounting, among all Users in proportion to their respective Prevailing Nominations. 43 TERMINAL ACCESS CODE – 1st revision_Final Draft 7.3.5 Any Evacuation Gas that arises from a Failed LNG Cargo Event will be allocated to the User causing the Failed LNG Cargo Event. 7.3.6 Any Evacuation Gas that arises from circumstances where a User has not secured the necessary Downstream Rights or does not have a matching nomination in accordance with the Interconnection Agreement will be allocated to the User that has caused the Evacuation Gas. 7.3.7 Any Evacuation Gas that will arise, in accordance with clauses 7.3.5 and 7.3.6 will be also charged by the Terminal Operator with a penalty of 50 €/MWh. 7.3.8 7.4 With the exception of clauses 7.3.5 and 7.3.6, Evacuation Gas will be allocated among all Users in proportion to their respective Prevailing Nominations on the day that the Evacuation Gas is delivered. Flexibility Services for Regasified LNG 7.4.1 All Flexibility Services under clause 7.4 are subject to the business rules provided under the Interconnection Agreement. Any Long-Term User or Spot Cargo User making a Revision Request shall be required to secure the necessary Downstream Rights sufficient for the Revised Nomination. 7.4.2 Daily Flexibility – Intracargo Swap between Long-Term Users (
  55. a)Long-Term Users or Spot Cargo Users may revise their Prevailing Nomination on one or more Days within a current Contract Year or an Intra Reserved Cargo Period, as the case may be, through a matching swap, with another Long-Term User (“Intracargo Swap”), through a CEA – Exchange of CEA Sendout (Swaps) or an Intracargo Change Notification. (
  56. b)In the event of an Intracargo Swap between Long-Term Users or Spot Cargo Users, as the case may be, through a CEA – Exchange of CEA Sendout (Swaps), each such User would swap matching and offsetting increases and reductions of their Prevailing Nomination for specific Days so that (
  57. i)the total Daily Planned Sendout for each Day for both Users within each and every Intra Reserved Cargo Period/-s does not change, and (
  58. ii)each User’s total AP Daily Planned Sendout within the current Contract Year or the total Spot Daily Planned Sendout within the Intra Reserved Cargo Period, as the case may be, is unchanged. 44 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  59. c)In the event of an Intracargo Swap between Long-Term Users through an Intracargo Change Notification, each such User would swap matching and offsetting increases and reductions of their Prevailing Nomination for specific Days so that (
  60. i)the total Daily Planned Sendout for each Day for both Users within the Intra Reserved Cargo Period does not change, or (
  61. ii)Users sum of Prevailing Nominations in such Intra Reserved Cargo Period is unchanged. (
  62. d)In case Users proceed with the execution of a CEA – Exchange of CEA Sendout (Swaps) in relation to each Intracargo Swap, the provisions of clause 7.1.1(
  63. a)will apply. In all other cases, the Users shall provide to Terminal Operator an Intracargo Change Notification not later than 15:00 prior to the start of the Day in which the change in their AP Daily Planned Sendout is required. 7.4.3 Daily Flexibility – Intracargo standalone revision of sendout. (
  64. a)A Long-Term User may seek to unilaterally revise (upwards and downwards) its Prevailing Nomination on a number of Days within an Intra Reserved Cargo Period, provided that the sum of such Prevailing Nominations in such Intra Reserved Cargo Period is unchanged (“Intracargo Revision”). (
  65. b)A Long-Term User requesting an Intracargo Revision shall provide to Terminal Operator an Intracargo Change Notification not later than 15:00 prior to the start of the Day in which the change is required, and not earlier than three Days prior to the start of the relevant Intra Reserved Cargo Period. (
  66. c)Upon receipt of such notification, Terminal Operator shall review the spare Capacity available and shall notify the Long-Term User if the Intracargo Revision can be accommodated. (
  67. d)For any period within the Intra Reserved Cargo Period, Terminal Operator shall consider requests for Intracargo Revisions on a first come first served basis. No request will be considered received by Terminal Operator more than three Days before the start of the Intra Reserved Cargo Period. 45 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  68. e)7.4.4 If a Long-Term User fails to meet the requirement in clause 7.4.1, then any Regasified LNG not accepted at the Regasified LNG Delivery Point as a result of such failure shall be treated as Evacuation Gas. Intraday Flexibility - bilateral swap between Long-Term Users (
  69. a)Long-Term Users or Spot Cargo Users may carry out bilateral swaps of all or part of their AP Daily Planned Sendout or Spot Daily Planned Sendout, as the case may be, within a Day (“Intraday Swap”), through a CEA – Sale of CEA Sendout (Sales) or an Intraday Change Notification. (
  70. b)In the event of an Intraday Swap between Long-Term Users or Spot Cargo Users, as the case may be, each such User shall swap matching and offsetting increases and reductions of their Prevailing Nomination for specific Day or of their Hourly Sendout within a Day, when the intraday products will become available, so that the total Daily Planned Sendout for such Day does not change. For the avoidance of doubt, Users may request Intraday Swaps for more than one Day, through a CEA – Sale of CEA Sendout (Sales). (
  71. c)7.4.5 In case Users proceed with the execution of a CEA – Sale of CEA Sendout (Sale) in relation to each Intraday Swap, the provisions of clause 7.1.1(
  72. a)will apply. In all other cases, the Users in relation to each Intraday Swap shall provide to Terminal Operator an Intraday Change Notification, pursuant to the Interconnection Agreement agreed with the Downstream Operator. Intraday Flexibility – Standalone revision (
  73. a)A Long-Term User may seek to revise its Hourly Sendout (upwards and downwards) provided that the revision follows the Interconnection Agreement nomination schedule and that the sum of such revised Hourly Sendouts on such Day for that User is the same as the Prevailing Nomination for that User (“Intraday Revision”). (
  74. b)A requested Intraday Revision shall be deemed approved, provided that (
  75. i)the revised Hourly Sendout profile is confirmed through the matching process between the Downstream Operator and the Terminal Operator, pursuant to the Interconnection Agreement; (
  76. ii)there are no Terminal Technical and Operational Constraints; (iii) 46 TERMINAL ACCESS CODE – 1st revision_Final Draft Terminal Operator, in its sole discretion, does not consider that the change poses a risk to the Prevailing Nomination for all Users; and (
  77. iv)the sum of all Users’ Hourly Sendout is not greater than Terminal Capacity and subject to Terminal Technical and Operational Constraints. In the absence of satisfaction of such provisions, the revision shall be rejected, and Terminal Operator will notify the requesting User to that effect. (
  78. c)If a User fails to meet the requirements in subclause 7.4.5(b), then any Regasified LNG not accepted at the Regasified LNG Delivery Point as a result of such failure shall be treated as Evacuation Gas. (
  79. d)7.5 The User in relation to each Intraday Change shall provide to Terminal Operator an Intraday Change Notification according to the Interconnection Agreement. Terminal Operator unilateral revision of Daily Planned Sendout 7.5.1 7.5.2 Terminal Operator may, unilaterally, have to revise upwards or downwards one or more Users’ Prevailing Nominations, on short notice (a “Terminal Operator Revised Sendout Event”) if required to do so to manage constraints of the Terminal that may arise from one or more of: (
  80. a)changes in the timing of scheduled arrival of an AP LNG Cargo or a Spot Cargo, or (
  81. b)changes in the cargo size of a scheduled AP LNG Cargo or a Spot Cargo, or (
  82. c)any Terminal Technical and Operational Constraints, or (
  83. d)a notification from the Downstream Operator which Terminal Operator is required to comply with, (
  84. e)any other factor that may have a restrictive effect on the operation of the Terminal. In such a Terminal Operator Revised Sendout Event, Terminal Operator will issue a Revised Sendout Notification as promptly as possible. 7.5.3 Terminal Operator may, acting as prudent and reasonable operator, at its own discretion, issue a Revised Sendout Notification that deviates more from 47 TERMINAL ACCESS CODE – 1st revision_Final Draft the Prevailing Nominations for the User(
  85. s)that caused the Terminal Operator Revised Sendout Event and deviates less from the Prevailing Nominations for User(
  86. s)that did not cause the Terminal Operator Revised Sendout Event. 7.5.4 Upon receipt of a Revised Send Out Notification, Users will be required to secure the necessary Downstream Rights sufficient for such revision to the Prevailing Nomination. 7.5.5 If a User fails to meet the requirement in clause 7.5.4 then any volume of Regasified LNG not able to be accepted at the Regasified LNG Delivery Point as a result of this failure will be treated as Evacuation Gas. 7.5.6 Where Users are impacted solely as a result of a Terminal Operator action resulting in a Terminal Operator Revised Sendout Event then the mitigation of such impacts are addressed in the TUA. 7.5.7 Where Users are impacted as a result of a User's action resulting in a Terminal Operator Revised Sendout Event then the mitigation of such impacts are addressed in clause 9.3 and in the TUA. 7.6 Evacuation Gas 7.6.1 In the event of Evacuation Gas arising, Terminal Operator shall seek to make available at the Regasified LNG Delivery Point and arrange for the Downstream Operator to accept delivery of such volumes of Evacuation Gas prior to the arrival of the next AP LNG Cargo. 7.6.2 The events that can lead to Evacuation Gas are as follows: 7.6.3 (
  87. a)a User that lacks adequate Downstream Rights to accommodate such User’s Prevailing Nomination; or (
  88. b)a User that lacks a matching nomination agreed with the Downstream Operator for that Day that could impact the transportation of the User’s Regasified LNG on the Downstream System; or (
  89. c)the requirement to keep the Terminal’s safety and integrity due to any technical and/or operational reason. Terminal Operator shall have the right (from time-to-time) to sell (or otherwise dispose
  90. of)any Evacuation Gas. Terminal Operator will seek to use any reasonably available market solutions to sell the Evacuation Gas for 48 TERMINAL ACCESS CODE – 1st revision_Final Draft a fair market price given the circumstances, which may include a requirement for swift action with a potentially adverse effect on price. 8. 7.6.4 In case of the Evacuation Gas the net proceeds, i.e. after deducting Terminal Operator’s costs, from the disposal of the Evacuation Gas will be paid to the Users in proportion to their allocation of Evacuation Gas in accordance with clause 7.3. For the avoidance of doubt, the compensation, pursuant to clause 7.3.7 will not be considered as cost for the Terminal Operator and will be invoiced separately from the provisions of clause 7.6.4. 7.6.5 Each User's net LNG Position will be adjusted by the amount (kWh) of the Evacuation Gas allocated to such User pursuant to clause 7.3. LNG Lending and Borrowing 8.1 Lending and Borrowing framework 8.1.1 A Long-Term User or a Spot Cargo User who has delivered an LNG cargo shall Lend LNG from that cargo to the other Long-Term Users and Spot Cargo Users to meet such Users’ Prevailing Nomination pursuant to the Contracts. 8.2 8.1.2 All Long-Term Users and Spot Cargo Users shall Borrow LNG from other LongTerm Users and Spot Cargo Users (as the case may
  91. be)in order to receive their Daily Planned Sendout. 8.1.3 To enableand govern the LNG Borrowing and Lending, all Long-Term Users and Spot Cargo Users will be required to enter into the IUA attached hereto in Annex A. Lending and Borrowing administration 8.2.1 Terminal Operator will maintain an ongoing account of every User's LNG Position and communicate the information regularly to each User. This information will be made available in Terminal Operator’s electronic system on a daily basis and in accordance with clause 13.7. 8.2.2 At the end of the Contract Year, Terminal Operator will issue to each LongTerm User and Spot Cargo User the balance of their Terminal User’s Account. This statement will advise each Long-Term User and Spot Cargo User of their LNG Position as of the start and end of the Contract Year and specify whether such Long-Term User or Spot Cargo Users has been a net Lender or net Borrower of LNG during such Contract Year. The Terminal User’s Account will 49 TERMINAL ACCESS CODE – 1st revision_Final Draft also document the Actual Retainage that occurred within the Terminal. The calculation formula of the Terminal User’s Account is described in the TUA. 8.2.3 The LNG Positions’ differences at the end of the Contract Year can arise from: (
  92. a)variation in LNG Cargo Energy Content, (
  93. b)variation in LNG Cargo Volume, (
  94. c)LNG volumes in the LNG storage at start and end of year due to LNG Cargos only partially sent out across start and end of the Contract Year, (
  95. d)Actual Retainage when compared to the Forecast Retainage. (
  96. e)LNG volumes that correspond to Failed LNG Cargo Events not having been fully mitigated. (
  97. f)which is variation in Regasified LNG made available and arising from a Terminal Operator’s Revised Send Out Event. 8.2.4 The settlement of the difference between the Forecast Retainage and the Actual Retainage will take place annually at the end of the Contract Year. Any such difference will be allocated to the Terminal User’s Accounts. Following the conclusion of the reconciliation of the Users’ LNG Positions, for those Users who close the Contract Year with a positive Terminal User’s Account, such positive balance will be credited to their Terminal User’s Account for the subsequent Contract Year. Such positive balance will be used to cover the portion of Forecast Retainage of any such User for the subsequent Contract Year. If, at the last day of the Term, a Terminal User has title of LNG in-tank, that has been the result of the difference between the Forecast Retainage and the Actual Retainage, then such User shall be invited to execute an SCA to this amount, in accordance with the IUA, at no charge. 8.3 Reconciliation of LNG Positions 8.3.1 At the end of each Contract Year, each Long-Term User or Spot Cargo Users shall be obligated to pay, in the case of Long-Term Users or Spot Cargo Users that are net Borrowers, or be entitled to receive, in the case of Long-Term Users or Spot Cargo Users that are net Lenders, a monetary amount (“LNG Reconciliation Value”) denominated in Euros (€) and calculated in 50 TERMINAL ACCESS CODE – 1st revision_Final Draft accordance with the IUA, representing their LNG Position at the end of that Contract Year. 9. LNG Cargo deliveries and Failed LNG Cargo events 9.1 LNG Cargo delivery obligation 9.1.1 Each Long-Term User is obliged to deliver the LNG Cargos assigned to that Long-Term User in accordance with the LNG Cargo Slot Confirmed Schedule. 9.1.2 For each LNG Cargo Slot or Spot LNG Cargo Slot (as the case may be), Users have a unique delivery window made up of: 9.1.3 9.2 (
  98. a)the LNG Cargo Arrival Window; and (
  99. b)the LNG Unloading Window. For an LNG Cargo to be considered as having arrived at the Terminal, the following two events must occur: (
  100. a)the LNG Carrier is present at the Pilot Boarding Station; and (
  101. b)the master of the LNG Carrier provides to Terminal Operator the Notice of Readiness in compliance with clause 10.4.6 that confirms the LNG Carrier is ready to berth and be offloaded. Failed LNG Cargo Event 9.2.1 If a User is not able to fulfil all of the following: (
  102. a)arrival of an LNG Cargo within the LNG Cargo Arrival Window; (
  103. b)completion of the LNG unloading process prior to the conclusion of the greater of (
  104. i)LNG Unloading Window (provided such failure to complete the LNG unloading process is partially or wholly attributable to User) and (
  105. ii)User Extended LNG Unloading Window; (
  106. c)an LNG Cargo with a volume (in m3) that does not differ from the LNG Cargo Volume by more than the Allowable Volume Tolerance; (
  107. d)an LNG Cargo with an energy content (in kWh) that does not differ from the LNG Cargo Energy Content by more than the Allowable Energy Tolerance; and 51 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  108. e)the LNG to be or has been unloaded by or on behalf of a User at the LNG Receipt Point complies with the LNG Specification; and then subject to 9.2.3 such User is a “Defaulting User” and shall be deemed to have caused a Failed LNG Cargo Event, and the respective LNG Cargo shall be deemed a “Failed LNG Cargo”. 9.2.2 In the event that a User (as applicable in this context) anticipates that an AP LNG Cargo or a Spot Cargo will be deemed a Failed LNG Cargo pursuant to clause 9.2.1, User shall notify the Terminal Operator as soon as practicable. 9.2.3 Upon Terminal Operator being notified by a User pursuant to clause 9.2.2, that an LNG Cargo is likely to be deemed a Failed LNG Cargo or otherwise result in a Failed LNG Cargo Event, the Terminal Operator may, in its absolute discretion, reject such LNG Cargo, in which case Terminal Operator shall issue to the relevant User a Failed LNG Cargo Event Notice in respect of such LNG Cargo and deem such User to be a Defaulting User. 9.2.4 Once a Failed LNG Cargo Event and/or a Terminal Operator Revised Sendout Event has occurred and this may have an impact on other Users, then Terminal Operator will issue a notification to Users to update such Users on the steps that the Terminal Operator is taking to mitigate the impact on the Users. 9.2.5 Before the Prevailing Nominations of the other Users are reduced, the Prevailing Nomination of the relevant User that has caused the Failed LNG Cargo Event will be reduced by up to the full amount of the Prevailing Nomination for the period until the next AP LNG Cargo. 9.2.6 If a User (as applicable in this context) expects to deliver an AP LNG Cargo or Spot LNG Cargo Slot (as the case may
  109. be)of a larger volume or energy content than the corresponding cargo volume or energy content specified in the LNG Cargo Slot Confirmed Schedule or the Spot LNG Cargo Slot Confirmed Schedule, then Terminal Operator will seek to accept such LNG Cargo, subject to any applicable limitations of the Terminal Technical and Operational Constraints. 9.2.7 In the event that Terminal Operator accepts, pursuant to clause 9.2.6, an LNG Cargo of larger volume or energy content than the corresponding cargo volume or energy content specified in the LNG Cargo Slot Confirmed Schedule or the Spot LNG Cargo Slot Confirmed Schedule (as applicable), then 52 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  110. i)Terminal Operator shall not be liable for demurrage with respect to such LNG Cargo, and (
  111. ii)Terminal Operator may deliver higher levels of Regasified LNG than scheduled for that User in accordance with clause 7.5. Any such additional Regasified LNG will be treated as Evacuation Gas in the event that the User fails to either: (
  112. i)issue a Revised Nomination for such additional quantity, or (
  113. ii)secure the necessary additional Downstream Rights in relation to such additional quantity. 9.2.8 Terminal Operator will prepare and deliver to the relevant User a statement of account for each Failed LNG Cargo Event. 9.3 Mitigation of Failed LNG Cargo Event 9.3.1 Terminal Operator shall act to mitigate the impact of a Failed LNG Cargo Event on other Users, and to protect the LNG storage level from falling below LNG Operational Heel. 9.3.2 In fulfilling its obligations under clause 9.3.1, Terminal Operator may choose either one or a combination of the following mitigation actions (“Mitigation Actions”): 9.4 (
  114. a)purchasing Replacement LNG; (
  115. b)purchasing Replacement Gas from the Downstream System; (
  116. c)reducing Daily Planned Sendout below the levels set out in the Annual Plan or SCA as applicable and increasing the Daily Planned Sendout at a later time (“Deferred Gas”); (
  117. d)reducing Daily Planned Sendout below the levels expected in the Annual Plan or SCA as applicable, without replacing the Regasified LNG later (“Cancelled Gas”); and (
  118. e)inviting other Users to deliver a Rescheduled Cargo. Results of Mitigation Actions 9.4.1 In the event that the Mitigation Funds available under Inter-User Guarantee are sufficient to purchase Replacement LNG or Replacement Gas and it is possible to purchase sufficient Replacement LNG or Replacement Gas, then the overall volume of Gas to be received by an individual User for the Annual Plan or SCA as applicable should not be affected, provided, however, that 53 TERMINAL ACCESS CODE – 1st revision_Final Draft Terminal Operator shall issue to the relevant User(
  119. s)Revised Sendout Notifications in respect of Deferred Gas resulting from the timing of the arrival of the Replacement LNG or Replacement Gas differing from the schedule set out in the Annual Plan. To the extent of such Deferred Gas, Terminal Operator will pay on behalf of the Defaulting User Deferred Gas Compensation to the affected User(
  120. s)in accordance with the IUA. 9.4.2 In the event that the Mitigation Funds are not sufficient to provide Replacement LNG or Replacement Gas, then any affected Users during the period the Regasified LNG from the Failed LNG Cargo was to be made available will have its Prevailing Nominations materially reduced in the manner deemed necessary by Terminal Operator. In such an event, Terminal Operator will pay on behalf of the Defaulting User to the other Users either Deferred Gas Compensation or Cancelled Gas Compensation in accordance with the IUA. 9.4.3 In the event that of a Failed LNG Cargo Event giving rise to either Cancelled Gas or Deferred Gas, Terminal Operator may elect to reduce Prevailing Nominations from and after the time at which Terminal Operator receives notification from a User that a Failed LNG Cargo Event is expected to occur. Any such reduction in Prevailing Nominations will first be applied to the Daily Planned Sendout of the Defaulting User. If reduction of all Daily Planned Sendout from Defaulting User is insufficient to both (
  121. i)compensate for the change in LNG not supplied by the Defaulting User and (
  122. ii)comply with Terminal Technical and Operational Constraints, then Terminal Operator shall reduce the Daily Planned Sendout of all other Users on a pro rata basis. 9.5 Funding of Mitigation Actions 9.5.1 The Defaulting User is responsible to cover the costs, in accordance with the IUA, of the Mitigation Action(
  123. s)elected by Terminal Operator to address the relevant Failed LNG Cargo Event. 9.5.2 In the event of a Failed LNG Cargo Event, Terminal Operator, acting as prudent and reasonable operator, will be entitled to draw Mitigation Funds from the Inter-User Guarantee of the Defaulting User as set forth in the IUA. 9.5.3 Such Mitigation Funds may be applied to the following costs, as applicable: (
  124. a)any costs to purchase Replacement LNG, 54 TERMINAL ACCESS CODE – 1st revision_Final Draft 9.6 10. 10.1 (
  125. b)any costs to purchase Replacement Gas, (
  126. c)the cost of Deferred Gas Compensation to be paid to Impacted Users as calculated in accordance with the IUA, (
  127. d)the cost of Cancelled Gas Compensation to be paid to Impacted Users as calculated in accordance with the IUA, (
  128. e)any costs of Rescheduled Cargos, and (
  129. f)any Failed LNG Cargo Terminal Operational Costs. Terminal Operator purchase of Replacement LNG and Replacement Gas 9.6.1 Terminal Operator will maintain in place adequate Master LNG Sale and Purchase Agreements and Master Gas Purchase Agreements so that procurement and delivery of Replacement LNG or Replacement Gas can be undertaken at short notice. 9.6.2 Terminal Operator will systematically seek a minimum of three offers when considering Replacement LNG and Replacement Gas (to the extent three offerors are available and willing to provide offers) and may accept the best offer taking into consideration all relevant factors, including but not limited to quantity, time of delivery, and price. Terminal Use Terminal Condition 10.1.1 Terminal Operator (
  130. a)Terminal Operator shall, at all times, maintain and operate (or cause to be provided, maintained and operated) the Terminal in accordance with: (
  131. i)International LNG Terminal Standards; (
  132. ii)the Terminal Operator’s Licence; (iii) Applicable Law; (
  133. iv)Greek Regulatory Requirements; and 55 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  134. v)10.2 to the extent not inconsistent with International LNG Terminal Standards, such practices as are generally followed in the LNG industry by Reasonable and Prudent Operators of similarlyconfigured LNG receiving and regasification terminals. Marine Operations Manual 10.2.1 Terminal Operator shall, not later than 6 months prior to the start of commercial operations of the Terminal, provide each User with the Marine Operations Manual (“Marine Operations Manual” or “MOM”), which shall be consistent with: (
  135. i)International LNG Carrier Standards; and (
  136. ii)this TAC (and for the avoidance of doubt, in the event that any conflict arises between the TAC and the Marine Operations Manual, the terms of the TAC shall prevail). 10.2.2 The MOM shall include, inter alia: (
  137. a)Overview of the Terminal; (
  138. b)Approved LNG Carrier Procedure; (
  139. c)Safety Management System; (
  140. d)Security Statement; (
  141. e)Communications; (
  142. f)Procedures for Emergency Management; (
  143. g)Anchorage and Port Regulations; (
  144. h)Details of the Pilot Services available; (
  145. i)Details of the Tugboat Services available; (
  146. j)Weather Conditions; (
  147. k)Contamination and Environment; (
  148. l)Operational Parameters and Limits; (
  149. m)Arrival and Approach Information; (
  150. n)Berthing and STS Unloading Procedures; and 56 TERMINAL ACCESS CODE – 1st revision_Final Draft (
  151. o)Marine Operations Checklists. 10.2.3 The Terminal Operator and each User shall comply in every respect with the MOM and with any amendments thereto. 10.2.4 Each User shall procure that its LNG Carriers and each LNG Carrier Operator appointed by such User shall comply in every respect with the MOM and with any amendments thereto. 10.2.5 Amendment to Marine Operations Manual (
  152. a)Subject to clause 10.2.5(b), Terminal Operator may amend the MOM from time to time for the purpose of one or more of the following: (
  153. i)conforming it to applicable International Standards; (
  154. ii)conforming it to changes in Applicable Law; (iii) adjusting it to technical modifications of the Terminal; (
  155. iv)improving operations of the Terminal; and (
  156. v)any other amendment deemed necessary by the Terminal Operator, acting as a Reasonable and Prudent Operator. (
  157. b)In the event that Terminal Operator desires to amend the MOM pursuant to clause 10.2.5(a), Terminal Operator shall issue a notice to each User, specifying the proposed amendment in reasonable detail, and provide each User with an opportunity to comment during a consultation period of at least 60 days, to be specified in such notice. During such consultation period, Terminal Operator shall invite Users to meet with Terminal Operator and discuss in good faith such proposed amendment. (
  158. c)Users may propose

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