STORAGE AGREEMENT

BETWEEN

AND

CYPRUS ORGANISATION FOR THE STORAGE AND MANAGEMENT OF OIL STOCKS

CLAUSE HEADING

1 Definitions and Interpretation 2 Duration 3 Services and Facilities 4 Products to be Throughput 5 Contract Quantity 6 Management of Stocks and Nominations 7 Fees and Charges 8 Invoicing and Payment 9 Property and Risk 10 Liabilities and Indemnity 11 Insurance 12 Lapse of Claims 13 Measurement 14 Access to Facilities and Transport Procedures 15 HSE 16 Product Quality 17 Customs Investigation 18 Assignment 19 Trademarks 20 Operational Gains or Losses 21 Reporting 22 Rebuttal of Partnership and Agency 23 Waiver and Variation 24 Force Majeure 25 Termination 26 Notices 27 Confidentiality 28 Entire Agreement and Amendments 29 Governing Law 30 Severability 31 Dispute Resolution and Arbitration 32 Audit and Rights of Access 33 Publicity Releases 34 Representations and Warranties 35 Notice of Non-Compliance 36 Sovereign Immunity

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This Agreement is made on the …… day of by and between: 1………………………………………………………………….. including its lawful successors

and assigns, (hereinafter referred to as the "Terminal Operator”), and 2. CYPRUS ORGANISATION for the STORAGE and MANAGEMENT of OIL STOCKS (hereinafter referred to as "Customer") Recitals: (A) Pursuant to the provisions of EU Directive 68/414/EEC of 20 December 1968 as amended by EU Directive 98/93/EEC (the “Relevant Directive”) each Member State of the EU is obliged to maintain minimum stocks of crude oil and/or petroleum products; (B) The Customer is the body established under the Relevant Directive and the laws of Cyprus vested with the responsibility to maintain minimum stocks of crude oil and/or petroleum products. (C) Article 6.2 of the Relevant Directive envisages the establishment of stocks within the territory of a Member State for the account of undertakings established in another Member State, under agreements between Governments; (D) This agreement is goverened by the Law 149(I)/2003 and 40(I)/2014 of the Republic of Cyprus and the EU Directive 2009/119/EC (E) The Terminal Operator is an undertaking established in Cyprus and is the owner and operator of the terminal located at ......................... (hereinafter called "the Terminal"). (F) The Parties have decided to enter into this Agreement to set forth the terms and conditions on which the Terminal Operator shall receive the products of the Customer in its Terminal on behalf of and for the account of the Customer and shall be obliged to deliver to the Customer, as set herein below products of identical quality and quantity.. Operative Provisions 1.1 Definitions "Additive" means a substance added to a Product to provide or enhance performance characteristics; "Affiliate" means in relation to either Party, any company which is affiliated to it and a company is deemed to be affiliated to another if the first company is controlled by, under common control with or controls the other; a company shall be deemed to have control of another if (directly or indirectly) it owns a majority of the voting shares of, or is entitled (directly or indirectly) to appoint a majority of the directors of, the other company; "Agreement" means this agreement to store and throughput the Products at the Terminal, together with any Schedules or Appendices hereto each as may be amended from time to time;. "Arbitration" means the process of settling disputes in connection with this Agreement under the Arbitration Rules for the time being in force as selected by the Parties under clause 31 hereof ;

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"Bank Base Rate" means the base rate as quoted by the European Central Bank at or around 11 a.m. on the first day that the relevant payment is overdue. "Change of Control" means the acquisition directly or indirectly by any person or persons (the "New Controlling Entity") of the beneficial ownership of: (a) equity securities having the power to elect a majority of the board of directors (or its

equivalent) of the company concerned; or (b) any other ownership interest enabling it to exercise control over the company concerned; “Checklist” means the document that presents the latest JET-A1 specifications "Commencement Date" means the …………….. day of …………………………; "Confidential Information" means any and all information of the disclosing Party, whether commercial, financial, technical or otherwise, disclosed to the receiving Party in connection with the matters referred to in this Agreement and which is marked or otherwise designated to show expressly or by necessary implication that it is confidential or proprietary to the disclosing Party or in relation to which it would be apparent to a reasonable person, familiar with the matters referred to in this Agreement and the disclosing Party's business and the industry in which it operates, that such information is of a confidential nature; “Confidential Records” means any form whatsoever in which Confidential Information is communicated by the disclosing Party to the receiving Party whether orally, in documentary form, by demonstration or otherwise (including without limitation data, drawings, films, documents and computer readable media); "Contract Year" means ………………………………….month period commencing on the Commencement Date and each anniversary thereof. “Customs and Excise Department” means the Customs and Excise Department of the Ministry of Finance Cyprus; "Deliver" (includes "Delivery" and "procure to be Delivered") means the Delivery of Product into the appropriate Terminal Tanks by Customer and into Customer's Vessels by the Terminal Operator pursuant to the terms of this Agreement; "Depot Management System" means the information technology system that controls all imports and deliveries of products that are carried out by the Terminal; “Emergency” if the Minister of Energy, Commence, Industry & Tourism of the Republic of Cyprus directs that products be released from storage or makes any other directive in respect of the products or if the compulsory stock legislation is activated in Cyprus or if a directive is issued by the European Commission or the International Energy Agency. "Lifting" (includes "Lift" and "procure to be Lifted") means the Delivery of Product pursuant to the terms of this Agreement; “Loading Port” means the port of loading of some or all of the Products to be stored hereunder.

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"Measured Litre" means volume in litres at ambient conditions of temperature and pressure; “Nomination” has the meaning given to that term in Clause 6.3; "Normal Terminal Working Day" means the normal working hours Monday to Friday of the Terminal but excluding public holidays which will be communicated in advance; "Normal Terminal Operating Hours" means twenty four hours per day throughout the year; “Operating Manual” means the document that covers all Operational, Technical, Engineering, Health, Safety and Environment, Information Technology, and Quality Control rules and regulations that determine the performance of the Terminal "Party" or "Parties" mean(s) the parties to this Agreement referenced individually and collectively respectively; "Product" or "Products" mean(s) those petroleum product(s) agreed to be stored and throughput at the Terminal as stated in Clause 4 herein. "Product Quality Waiver" means the conditions and rules under which a Customer’s Product can be accepted by the Terminal Operator when it does not meet the required specifications “Product Specifications”, means the legal specifications as detailed in Schedule I as the same may by reason of law or regulation be amended from time to time. “Reference Standard” has the meaning given in Clause 13.3; "Standard cubic metres" means a cubic metre measured at a Standard Temperature of 15 degrees C and one atmosphere; “Terminal Pipelines” means Terminal Import/Export Pipelines; "Tonne" means a metric Tonne in vacuum. "Vessel" means a ship capable of being used for the transportation of Product on water; 1.2 Interpretation

The following provisions shall, unless the context otherwise requires, have effect for the purpose of interpreting this Agreement

a the clause headings in this Agreement are inserted for convenience only and

shall be ignored when construing this Agreement;

b In this Agreement words denoting the singular number include the plural number and vice versa. Reference to persons shall include any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of any state. Reference to the male shall include the female.

c Unless otherwise stated in this Agreement, any reference to any legislation shall be deemed to include any amendment, replacement or re-enactment thereof for the time being in force and to include any bye laws, regulations,

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orders, notices, directions, consents or permissions made there under and any conditions attaching thereto and having legal effect.

d A Clause, a Sub-Clause or a Schedule, unless the context otherwise requires,

is a reference to a Clause or sub-Clause of or a Schedule to this Agreement. e A document is a reference to that document as from time to time

supplemented or varied in accordance with this Agreement. f All references to time in this Agreement shall be to local time in Cyprus. 2. Duration The Agreement shall commence on the Commencement Date and shall remain in force until the .................................... unless terminated according to Clause 25 PROVIDED THAT the term of this Agreement may be extended for further periods of one (1) year at a time upon the mutual agreement of the Parties expressed in writing at least six months prior to its expiry. PROVIDED FURTHER that either Party shall have the right to amend the term of this Agreement or part thereof by giving three (3) months written notification. Without prejudice to Clause 25, after termination of the Agreement the Customer is obliged to take receipt of the stored Products within two months unless the Terminal Operator consents to an extension of the term of the Agreement. Any extension will be on the same terms as the terminated Agreement (except as to the duration and the fee which fees will be double those provided for in clause 7.2.1 of this Agreement) 3. Scope of the Agreement In return for the fees payable by Customer (as detailed in Clauses 7&8 below), the Terminal will provide Customer with the following services and facilities at the Terminal

3.1 Storage of Products in the Terminal storage tanks;

3.2 The coordination and receipt of Products into Terminal storage from Customer and/or their agent(s) and/or representative(s) Vessels;

3.3.1 Delivery of Products into Customer’s nominated Vessels of which the loading cost for

more than one turn per year will be borne solely by Customer; 3.4 Quality control of Products as per Clause 16; 3.5 Stock accounting management of Products in the Terminal as per Clause 6; and 3.6 Reporting as per clause 21. 3.7 Laboratory services for testing specifications of Products as and when required by

the Customer for fees to be agreed in advance between the Parties on a case by case basis.

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3.8 For the avoidance of doubt, nothing herein contained shall be construed as requiring the Terminal to provide exclusive storage capacity.

4. Products to be Stored This Agreement shall apply for the Storage of the following products only:

(a) …………………………………………….. (b) ……………………………………………..

5. Rented Storage Capacity 5.1 The Terminal Operator will always provide the storage tank capacity by Product as

specified in Appendix A and the Products will be kept in co-mingled storage for the period during which this agreement continues in force on the terms and subject to the conditions hereinafter set out.

5.2 The rented storage capacity as per Appendix A may be amended by either Party by

giving three (3) months written notification. 5.3 In the event that there is a reduction in the Terminal Operator’s capacity due to

planned or unplanned circumstances, the Terminal Operator will still be responsible to provide alternative storage capacity equal to the contractual capacity and maintain the Products per contract terms.

6. Management of Stocks and Nominations 6.1. In advance of delivery of Products, the Customer shall provide the Terminal Operator

with a written description of the Products and warrant that any products which it delivers shall correspond in all material respects to the written description. The Customer will deliver by fax a certificate of analysis of the Products to the Terminal Operator 3 working days prior to arrival of the Products at the Terminal or 24 hours after loading at the Loading Port whichever is earlier.

6.2. All stocks delivered by the Customer to the Terminal Operator shall be held and

stored for the Customer only and no other person shall have or acquire any title or interest thereto. The Customer shall have the right and will be facilitated by the Terminal Operator to withdraw his stocks at any time.

6.3. The Terminal Operator undertakes to guarantee the availability of the stocks at any

time in quantity and seasonal quality. 6.4. The Terminal Operator will use its best endeavours to receive, but retains the right to

refuse, Product from Customer’s Vessels which would result in the stock of Product in the Terminal exceeding the Customer’s nominated storage capacity for that grade.

6.5. The Terminal Operator shall:

(i) at all times conduct its operations at the Terminal in accordance with accepted industry standards for petroleum product oil storage and handling facilities and all applicable laws including but not limited to laws and regulations relating to health, safety and environmental standards;

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(ii) ensure that it maintains proper and systematic records and retains samples as required by Customer and as otherwise recorded in this Agreement;

(iii) ensure that it discharges its storage and delivery duties in accordance with the

Operating Manual. 6.6. The Terminal Operator may refuse to accept Products that do not satisfy the Product

Specifications. 6.7. The Customer may issue, without previous check with Terminal Operator, delivery

orders on its Products, up to the limit of its available stored Product. Nevertheless, for reasons of pier availability, a 3 days delivery laycan for each shipment will be mutually agreed, at least five days before the first day of the laycan period.

6.8. Quantities left in the Terminal’s Import Pipeline prior to the flowmeter will be added to

the Customer’s stock upon next movement caused by a succeeding import. 6.9. The Terminal Operator shall only release Products in exchange for a proof of receipt

issued by and signed by an authorised signatory of the Customer. The Terminal Operator may at its discretion require the claimant of the Products to furnish further proof of identity. In advance of the Terminal Operator releasing the Products, the Terminal Operator may verify whether the signatures on the proofs of receipt are genuine but it is not obliged to carry out such verification.

7. Fees and Charges 7.1. The Customer will pay the Terminal Operator a storage fee for the storage capacity

per Product made available to the Customer (See Schedule II). 7.1.2. The Products must be kept at all times in bonded warehouses.

7.1.1. The fees will be in EUROS per cubic meter of rented storage capacity per year

or part thereof.

7.1.2. Fees/charges, Value Added Tax, Customs’ clearance fees and other applied tax or duty, levied by government or local authorities associated with the supply and receipt of the Customer's Product to Terminal Operator's Terminal, as well as with the transportation of the products from the Terminal Operator’s Tanks to the Customer’s Tanks, shall be for the account of the Customer.

7.1.3. The storage fee as set out at Clause 7.1.1 above will include the cost of one

Turn of the Products per annum. The Customer can accumulate up to three (3) years of unused tank Turns, however, no more than a total of two (2) Turns can be used in any one (1) year (i.e. a third Turn in any given year would be at additional cost).

7.1.4. Received Product quantity will be defined as the quantity received into the

Terminal tanks in standard cubic metres and the Delivery quantity will be defined as the quantity in standard cubic metres delivered into Customer’s nominated vessels as measured in Terminal’s tanks or with peer’s positive displacement flow-meters (PDM), both approved and specified by the Cyprus customs Authorities.

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7.1.5. Cargo dues, port dues, pilot fees, agency fees, tugboat costs and any other charges relating to Customer’s Vessel moving into or out of the Terminal berth will be for Customer's account.

8. Invoicing and Payment 8.1. Fees will be invoiced by the Terminal Operator on the following basis:

Storage capacity for each quarter of the year to be invoiced by Terminal Operator during the last day of each quarter. Payment by Customer will be due 15 days from the last day of this quarter. All invoices shall be sent to the Customer 7 working days before the due date. Fax invoices are acceptable with hard copy to follow.

8.2 Duties and taxes shall be paid as indicated in Clause 7.1.2. 9. Property and Risk 9.1 Property and title in the Products intended for the storage under this Agreement shall

at all times remain vested in Customer. The Terminal Operator confirms that it shall not be entitled to any lien, claim or encumbrance, attachments or rights of detention on or against the Product owned by the Customer howsoever arising and nothing in this Agreement shall be interpreted or construed as giving to the Terminal Operator any proprietary rights in or to the Products. The Terminal Operator is responsible for product insurance while the Products remain stored at the Terminal.

9.2. In case of an event occurred at any time during the Term of this Agreement, which is

causing severe difficulties and/or disruption of supplying the crude oil to the Customer, within the meaning of European Directive 119/2009 / EC, as amended by 98/93 EC ("related EU Directives "), the Customer may, by written notice (" Notice of delivery"), require immediate delivery of some or all of the stock which is stored in accordance with this Agreement by the Terminal Operator for the benefit of the Customer.

9.3 Risk in the Product shall transfer from the Customer to the Terminal Operator at the

time that the Terminal Operator takes custody of the Products, namely when the Products enter the Terminal Pipelines. Similarly, the Customer shall assume risk of loss and liability for the Products as soon as the Products leave the Terminal Pipelines. The Terminal Operator shall be deemed to have custody of the Products as of the moment of receipt of the Product, namely, when the Product has passed the flange connection between the Vessel and the Terminal Pipelines.

10. Liabilities and Indemnity 10.1 The Terminal Operator shall indemnify the Customer against any loss of and/or

damage to the Product, unless such loss and/or damage is caused solely by the collusion, fraud, negligence or wilful misconduct of the Customer, its employees, agents or contractors, while in the Terminal Operator's custody and until such time as the Product passes the flange connection between the Vessel and Terminal Pipelines.

10.2 Each Party shall indemnify and hold harmless the other Party from and against any

and all claims, demands, proceedings, actions and causes of action, reasonable charges, reasonable costs and reasonable expenses arising out of or by reason of:

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10.2.1 any fault, negligence or willful misconduct of it or its directors, officers, agents or employees, in or in connection with or in relation to the services or any part thereof; or

10.2.2 personal injury, death or loss or damage to property resulting from the

indemnifiers negligence or wilful misconduct; or 10.2.3 any loss of or damage to any property of the indemnified Party resulting from

the indemnifiers negligence or wilful misconduct. 10.3 Save as specified in Clauses 10.1 and 10.2 above, under no circumstances shall

either party be liable to the other in respect of any consequential or indirect loss or damage arising out of or in connection with the services under this Agreement whether arising out of the negligence or otherwise of either Party or the use of Product by either Party.

10.4 Each party undertakes to notify the other as promptly as is reasonably practicable of

any incident or occurrence which might give rise to a claim against the other under the terms of this Clause 10.

11. Insurance 11.1 The Product of the Customer stored with the Terminal Operator hereunder will be

included in the All Risk Property Insurance policy (the “Insurance Policy”) of Terminal Operator within the terms relating to “Property Under our Care, Custody and Control” as per the Insurance Policy with coverage in accordance with the terms and conditions of the Insurance Policy.

11.2 As Customer’s Product is co-mingled per product with that of the Terminal Operator,

in case of a loss covered by the Insurance policy, the Customer’s loss will be calculated as a percentage of the quantity of the total lost product to the full quantity of the product stored at the terminal at the time of the incident. The applicable policy deductible will burden the Parties on a pro rata allocation basis, based on the indemnity level of each Party.

12. Lapse of Claims 12.1 To the extent permitted by law, all claims for damage, loss, claims by third parties,

fines or costs or otherwise shall lapse if they have not been notified to the Party in question in writing within 90 days from the date of the occurrence of the event giving rise to the claim.

13. Measurement 13.1 Measurement and reporting of quantities received into the Terminal and delivered into

the Customer's vessels shall be made by the Terminal Operator in tonnes [and standard litres ] in accordance with the guidelines set out in the current Operating Manual (as updated and amended from time to time), which can be made available to the Customer upon request.

13.2 A mutually acceptable independent inspector will be appointed to measure the in-tank

quantity received/re-delivered for each Product, with costs to be shared equally between the Terminal Operator and the Customer. The quantity so measured will be binding on both parties save for manifest fraud or error.

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13.3 All calibrations, measurements and taking of samples shall be carried out in

accordance with the governing law and with good industry practice. The Customer shall have the right to be present, or be represented by an independent inspector whenever possible to witness meter and other measuring equipment calibrations and review relevant records, Product sampling, (including in accordance with Clause 16) and any Product movement. The reasonable costs associated with appointment of this inspector shall be borne by the Customer. Calibration and sampling should comply with mutually agreed international standards and practices.

All temperature measuring devices used for custody transfer purposes shall be

accurate to +/- zero point two five degrees Celsius (+/- 0.25°C).

The Terminal Operator shall use “Reference Standard” thermometers, densitometers and hydrometers which shall be maintained by the supplier of the above mentioned equipment at regular intervals. A Reference Standard thermometer, densitometer or hydrometer is one certified by a locally certified test laboratory, or an equivalent thermometer, densitometer or hydrometer of traceable accuracy.

All bulk storage tanks used to stock/measure products shall be calibrated to legislative standards or recognized international standard. Records of all calibration of custody transfer tanks and equipment to be maintained and made available to the Customer management for reference and checking. E.g. Date, Equipment ID, Reference equipment details, results of tests completed, any adjustments and final condition/accuracy. Any lack of compliance with applicable legislative standards shall be documented formally by the Terminal and communicated to the authorities and remedial actions recorded. The Customer’s representatives shall be advised and have the right to attend and witness the calibrations of all such equipment.

14. Access to Facilities and Transport Procedures 14.1 The Terminal Operator shall allow the Customer use of access to the berth at the

Terminal in accordance with an agreed monthly programme.

If so requested by the Customer, the Customer’s nominated ships will have priority in the event of an Emergency. However, the Customer will be responsible for all vouched demurrage charges and costs arising from the Customer exercising such priority.

The Customer shall take delivery of Products within the Terminal's Normal Terminal Working Hours and in accordance with the Operating Manual.

14.2 The Terminal Operator may from time to time propose to change the Terminal’s

Normal Terminal Working Hours, which shall take into consideration, [the necessity and the demands made by customs officers who supervise the Customs bonded warehouses]. However, these Normal Terminal Working Hours may be changed at the Terminal Operator's sole discretion, after giving at least 30 days’ written notice to the Customer.

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14.3 The Terminal Operator reserves the right, at its sole discretion and for reasons of health and safety, to reject any Vessels nominated by the Customer to Deliver or to Lift Product at the Terminal. The Terminal Operator shall not be liable for any costs, losses or expenses incurred by the Customer as a result of any such reasonable rejection or inspection or any subsequent remediation of the Vessels.

15. Health, Safety and Environment 15.1 The Terminal Operator shall provide a safe and secure working environment for its

employees, the Customer’s employees and the employees of the Customer’s other agents and contractors. The Terminal Operator shall reasonably protect the Customer’s] property against the risk of loss or damage arising from criminal, hostile or malicious acts.

The Terminal Operator undertakes at all relevant times to maintain the Storage

Capacity (ies) in an operationally safe condition.

15.2 The Terminal Operator will procure that the Terminal will comply with the International Shipping and Port Facilities Security (ISPS) Code for the duration of this Agreement

15.3 The Terminal Operator shall as soon as possible, but in any event not later than 24

hours after any accident or incident, related to the fulfilment of the present Agreement, report any accidents/incidents, death and injuries to people, or damage to the environment, which may arise during the course of the performance of its services to the Customer’s] nominated contract manager. If requested in writing by the Customer, the Terminal Operator shall prior to the commencement of the performance of the services provide the name of its nominated health and safety contact and a written statement of its own safe working practices and health, safety, security and environmental management system, including without limitation, a written action plan detailing its response to emergencies involving personnel and/or the services provided, and related to the present Agreement.

15.4 The Customer shall, on giving at least two weeks written notice, have the right to audit compliance by the Terminal Operator with its obligations under this Clause 15. Such audit rights will include access to all storage facility and berths and inspection of all relevant books and records during a Normal Terminal Working Day.

15.5 Each Party shall take all reasonable steps to ensure that whilst at the Terminal and in

the performance of this Agreement, its respective employees, agents, contractors and sub-contractors comply with all statutory and local health and safety requirements and health and safety and environmental policies and procedures as provided by the Parties to one another.

15.6 In the performance of this Agreement, each Party shall maintain strict discipline and

good order at all times amongst its employees, agents, contractors, sub-contractors and the customers involved in activities relevant to or connected with this Agreement and shall not permit any of them to engage in activities which it deems contrary or detrimental to the other’s interests under this Agreement. Further, each Party will ensure that such employees, agents, contractors, sub-contractors and the customers shall not:–

perform services or activities under this Agreement while under the influence of alcohol or any controlled substance.

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misuse legitimate drugs or possess, use, distribute or sell illicit or unprescribed controlled substances at the Terminal, or whilst performing activities under this Agreement;

possess, use, distribute or sell alcoholic beverages at the Terminal, or whilst performing activities under this Agreement.

Each Party shall procure that its agents, contractors, sub-contractors and customers shall have written work rules and policies in order to ensure compliance with the obligations set out above. Insofar as it does not conflict with any provision in law, each Party shall have the right to conduct searches of possessions, vehicles and any other property of employees, agents, contractors or customers whilst at the Terminal regarding this clause. If the Terminal Operator should request with reasonable justification that any of the persons referred to above be removed from premises owned occupied or controlled by the Terminal Operator the Terminal Operator]'s Premises) or from performance of all or any work and /or services under or pursuant to this Agreement for any reason, then the Customer shall accede to such request forthwith and, if requested by the Terminal Operator, shall provide a replacement acceptable to the Terminal Operator at no cost to the Terminal Operator.

Access of each Party’s representatives is subject to the compliance with the Terminal Operator’s health safety and environmental standards as described in the Terminal Operator’s health and safety regulations as advised from time to time and which shall at all times adhere to standards and procedures no less onerous than those set out within the Customer's health and safety policy.

16. Product Quality 16.1 The Parties agree to abide by the Product Specifications as set out in Schedule I. 16.2 The Customer will ensure that Product due for Delivery into the storage Terminal

conforms to the relevant agreed specifications, which are current at the time of the Delivery being made, based on a certificate of quality issued at the loading port, and shall be confirmed by Vessel’s pre-discharge sample analysis. The Terminal Operator will, confirm conformity of the Product to the pre-discharge sample analysis for all Product in accordance with the standards set out in Schedule I. The Customer has the right to appoint, at its own expense, an independent inspector to witness the analysis. The Parties agree to utilise the laboratory of the Terminal Operator, or other mutually acceptable accredited laboratories. Samples of each Delivery will be kept for a period of three months.

It is specified that the seasonality will apply as follow to the relevant specifications:

16.3 The Terminal Operator, once the product is received in tank will have the

responsibility to maintain the specification of all products per schedule I at all times. If however, within the duration of this Agreement, it there will be any change to the official Cyprus specs , both Parties agree to accept these changes and any costs, associated therewith to be allocated as shall be mutually agreed. If no Agreement will be reached 3 months prior to the validity of the new specs, the Agreement is terminated and the provisions herein as to termination and redelivery of Product shall apply.

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16.4 The Terminal Operator will ensure that Deliveries of Product into the Customer’s vessels, conform to the agreed specifications at the time of a Delivery being made, by providing relevant quality certificate

16.5 The following provisions shall apply with regard to the sampling and testing of

Products supplied under this Agreement. The Terminal Operator shall:–

(a) take samples of the Product in accordance with its quality assurance procedure at the frequencies and at the places required by such procedures;

(b) fully and accurately document the results of such tests and make such results available to the Customer on reasonable notice;

(c) make samples available to the Customer for testing wherever and whenever they are reasonably required;

(d) retain records of samples and tests carried .

16.6 If either party wishes to deliver Product which does not fully meet the Product Specifications set out in Schedule 1 of this Agreement, then that party shall request a “Product Quality Waiver”. Requests for a Product Quality Waiver may be made only in writing. Approval of a Product Quality Waiver by the other party shall not be unreasonably refused and shall be confirmed in writing provided that costs, if any, should have been mutually agreed.

The request should specify:–

(a) the specific Product for which the Product Quality Waiver is requested;

(b) the characteristics of the grade which varies from the parameters given in the Product Specifications as set out in Schedule 1 of this Agreement;

(c) the date range over which the Product Quality Waiver is required;

(d) the quantity to be delivered (where appropriate).

16.7. If there is a disagreement as to the quality of any Product the procedures for

resolving disputes as laid down by EN ISO 4259: “Petroleum and its Products: Determination and Application of Precision Data in relation to Methods of Test” for the time being shall be applied.

16.8 In the event of a dispute about the quality of the product delivered by either party, any such dispute shall at the request of either party be subject to an investigation by a mutually appointed independent inspector, whose findings shall be binding on both Parties, save for manifest fraud or error. The costs associated with the appointment of the independent inspector shall be born equally between the Parties.

17. Customs Investigation 17.1 In the event that the Customs and Excise Department makes any investigation in any

way connected with the import or the delivery of Product hereunder, such investigation shall (after being brought to the attention of the other Party in writing) be

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facilitated by the Terminal Operator or the Customer as the case may be as required by the Customs and Excise Department.

17.2 Neither Party will make or give any admission, offer, promise, payment, or indemnity

in respect of any such investigation in so far as it affects the other Party without the other Party's prior written consent unless required to do so by law.

17.3 Any resulting fines and liabilities arising from Customs investigations will be borne by

the Party responsible. 18. Assignment

Neither Party shall assign any rights or obligations under this Agreement in whole or in part without the prior written consent of the other Party. It shall be unreasonable of the Customer to withhold its consent to any proposed assignment by the Terminal Operator to an Affiliate where such Affiliate is demonstrably able to discharge its duties under this Agreement in accordance with accepted industry standards for petroleum product oil storage and handling facilities and the financial position of such entity is at least equivalent to that of the Terminal Operator immediately prior to such assignment. The Customer may assign its rights under this Agreement in whole or in part, and/or may cause any or all of its obligations hereunder to be performed by Affiliate or any of its affiliated companies.

19. Trademarks

Nothing contained in this Agreement whether express or implied shall be deemed to confer any right upon either Party to apply any trademark owned by the other Party or by any of its Affiliates to any Products Lifted under this Agreement.

20. Operational Gains or Losses 20.1 In case deliveries are made for the account of the Customer, the gains/losses should

be considered zero (0%) for all Products and Terminal Operator undertakes to deliver to the Customer the exact quantity in standard cubic meters that was received.

If however the quantities delivered to the Customer will differ from those received, the Party suffering the loss will be compensated with a price, per metric tonne equal to the one of the respective product in terms of the mean of 4-5 HIGH FOB MED quotations published at Platts European Marketscan (two quotations prior to the B/L date, two quotations following the B/L date and the B/L quotation if any).

21. Reporting 21.1 The Terminal Operator shall produce a monthly report on the actual stocks and any

product movement that may have occurred during the month. The reports can be automatically generated by the Depot Management System that the Terminal Operator uses, and shall be made available to the Customer by the 10th of the following month.

21.2 The report of the products kept should include the quantity, name and address of the

Terminal Operator and the location of the Terminal. 21.3 The Terminal Operator undertakes and understands that the stocks kept by the

Customer in the Terminal Operator’s terminal, will be included in the relative statistical summary that the Republic of Cyprus submits.

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22. Rebuttal of Partnership and Agency 22.1 This Agreement shall not constitute or be deemed to constitute a partnership or joint

venture between the Parties. 22.2 Nothing in this Agreement shall give rise to the establishment by one Party of the

other as its legal representative or agent for any purpose whatsoever and neither Party shall have the right to assume, create or incur any liability or any obligation of any kind express or implied in the name of or on behalf of the other without the other Party's prior consent

23. Waiver and Variation 23.1 Any neglect, forbearance or indulgence on the part of either Party relating to its strict

rights hereunder shall in no way be deemed a waiver, implied or otherwise, of such rights. No amendment, alteration, modification or waiver of any of the provisions of this Agreement, or the rights or obligations of the Parties, shall be valid and effective unless it is agreed to in writing and signed by each of the Parties concerned.

23.2 No delay or omission by any Party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall: (i) affect that right, power or remedy (with the exception of Clause 12 (Lapse of Claim) (ii) operate as a waiver of it.

23.3 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

23.4 Save where specifically provided otherwise in this Agreement, the rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

24. Force Majeure

In the event of either party hereto being rendered unable, wholly or in part, by any event constituting a force majeure as hereafter defined to carry out its obligations under this Agreement, such event failure of performance shall be excused on such Party giving notice and full particulars of such force majeure event in writing by fax to the other Party as soon as practicable after the occurrence of the force majeure event but in any event not later than three (3) days after the occurrence of the force majeure event. The term “force majeure” for the purposes of this Agreement shall mean acts of God, actions of the elements, wars, blockages, strikes, civil disturbances, military action, insurrections, riots, epidemies, lightning, earthquakes, fires, storms, arrests and restraints of governments and people or any other unforseenable causes which such Party cannot prevent even by the application of utmost diligence.

25. Termination

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25.1 Either Party shall have the right to terminate this Agreement or part thereof without stating the reason by giving three (3) month's notification of termination.

25.2 Either Party shall be entitled to terminate this Agreement forthwith without prejudice

to any rights accruing under the Agreement before such termination if:

(a) a receiver is appointed over any of the undertaking or assets of the other Party;

(b) the other Party becomes insolvent or unable to pay its debts as they mature or ceases to pay its debts as they mature in the ordinary course of business or calls a meeting or makes an assignment for the benefit of its creditors;

(c) any voluntary proceedings are commenced by or for the other Party under any

bankruptcy, insolvency or debtor’s relief law;

(d) any proceedings are commenced against the other Party under any bankruptcy, insolvency or debtor’s relief law and such proceeding shall not be vacated or set aside within 60 (sixty) days from the date of commencement thereof;

(e) the other Party commits a breach of this Agreement and fails to remedy it (if

capable of being remedied) within 20 (twenty) days following receipt of the other Party’s written notice thereof and instructions to remedy it;

(f) there is a change of ownership of the other Party and provided that no right of

termination shall exist where the Party concerned is demonstrably able to continue discharging its obligations under this Agreement and has a credit standing not materially worse than its credit standing immediately prior to such change of control.

(g) A force majeure event has persisted for more than [90] days.

25.3 Upon termination of this Agreement for whatever cause,

(a) The Terminal Operator shall cease to use and immediately return to the Customer

all Confidential Information and Confidential Records (including all copies thereof).

(b) The Terminal Operator shall immediately allow the Customer to collect all Products and Additives in the possession of the Terminal Operator and unless otherwise agreed shall not be required to fulfil any Product movements or delivery orders.

25.4 In the event of termination of the Contract for breach by the Terminal Operator or for

any of the reasons set out in this clause 25, the Customer shall have six (6) months, or such longer period as may be agreed with the Terminal Operator in which to remove the Products. The Agreement shall apply during such period.

25.5 Termination will not affect the accrued rights and obligations of the Parties which

have not been performed or discharged by the date of expiry or termination of this Agreement.

25.6 Any termination or expiry of this Agreement shall be without prejudice to the

provisions of any terms of this Agreement or the rights of the Parties under them which are either expressly or by implication intended to come into effect or continue in effect after such expiry or termination.

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26. Notices 26.1 Any notices to be given under this Agreement shall unless otherwise stated be in

writing and delivered by first class recorded post, facsimile transmission or in person to each Party at its address set out below or at such other addresses as that Party may have notified to the other in writing.

In the case of the Terminal Operator:

......................................................................................

.......................................... Fax ..........................

In the case of the Customer: Cyprus Organization for Storage and Management of Oil Stocks (KODAP)

Heracleous 27, 2nd Floor 2040 Nicosia Cyprus

Fax: +357-22 660333 26.2 Any notice shall be deemed to have been served: 26.2.1 if delivered in person on a Normal Terminal Working Day at the time of delivery

otherwise at 7:30 a.m. on the next Normal Terminal Working Day; or

26.2.2 if posted, at the time of receipt, if receipt is recorded by registered delivery; or

26.2.3 if sent by facsimile on a Normal Terminal Working Day at the time of despatch otherwise at 7:30 a.m. on the next normal Terminal Working Day provided in both cases that a valid transmission report is produced.

27. Confidentiality 27.1 Any data or information acquired or received by one Party ("the receiving Party") from

the other Party ("the disclosing Party") shall be kept confidential and shall not be reproduced or used other than for the purpose of this Agreement and shall not be divulged in whole or in part to any person other than those employees, agents, sub-contractors and advisers of the receiving Party or its Affiliates who need to know the same for the purpose of this throughput arrangement and who are bound by obligations of secrecy and non-use no less stringent than those set out in this clause. These obligations and restrictions shall not apply to any information which:

27.1.2 is available or becomes available to the public through no default on the part of the receiving Party or its Affiliates or any of their employees or advisers;

27.1.3 is lawfully known to the receiving Party at the time of disclosure without binder of secrecy;

27.1.4 is received or obtained by the receiving Party from a source free to disclose it other than the disclosing Party or any of its Affiliates.

27.2 Notwithstanding the above, if the receiving Party is required by law or in the course of

any judicial arbitral or administrative proceeding or in the course of any other compulsory process or by the regulations of any recognized stock exchange to disclose any information which it is obliged by reason of this Clause 27 to keep

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confidential, it may to that extent and for those purposes only disclose such information provided always that it shall (if it is lawfully so permitted) first give to the disclosing Party prompt notice of the requirement to disclose to enable it to undertake such action as it deems reasonably appropriate.

27.3 These obligations and restrictions shall survive the expiration or any early termination of this Agreement provided that the Confidential Information will only be subject to the provision of this Clause 27 for a period of 2 years following the date of such expiration or earlier termination.

28. Entire Agreement and Amendments 28.1 The Parties agree that this Agreement together with its schedules and appendices

constitutes the complete and exclusive statement of the Agreement between them with respect to the subject matter hereof which supersedes all proposals or representations, oral and written, and all other communications and agreements between them relating thereto. Nothing in this Agreement shall operate to exclude liability in respect of fraudulent misrepresentation.

28.2 No amendment to the terms and conditions of this Agreement shall be effective unless

in writing and signed for or on behalf of both parties.

29. Governing Law 29.1 This Agreement shall be governed by and construed in accordance with the Laws of

the Republic of Cyprus. 30. Severability

The invalidity or unenforceability of any clause of this Agreement shall not affect the validity or enforceability of the remainder of this Agreement and the invalidity or unenforceability of any provision of any clause shall not affect the validity or enforceability of the remaining provisions of such clause. However, if any clause or provision is held for any reason to be invalid or unenforceable the Parties shall negotiate in good faith to replace the invalid or unenforceable clause or provision the effect of which is as near to that of the invalid and unenforceable clause or provision as possible. If this is not possible the Parties shall negotiate in good faith to make such other changes to the provisions of this Agreement as shall most nearly preserve the overall commercial intentions of the Parties in entering into this Agreement.

31. Jurisdiction

Each of the Parties irrevocably agrees that the Courts of Cyprus shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes which may arise out of or in connection with this Agreement and for such purposes hereby irrevocably submits to the jurisdiction of such Courts.

32. Audit and Rights of Access

Subject to the Customer giving the Terminal Operator reasonable notice and without prejudice to the obligations of the Terminal Operator hereunder, the Customer is entitled during normal business hours to inspect the Storage Capacity (ies) made available by the Terminal Operator with regard to their suitability for the Handling and storing of the Products prior to the arrival of the Products or at any time while the

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Products are in the Storage Capacity (ies). Such inspection shall be in the presence of representatives of the Terminal Operator.

For the purpose of ensuring the Terminal Operator’s compliance with its obligations under this Agreement and subject to honoring duties of confidentiality owed to others, the Customer shall also have the right to visit and inspect all sites, facilities and offices of the Terminal Operator relating to the operation of this Agreement, to review or study documents and records including but not limited to financial records, measurement and oil loss records at reasonable times and on giving reasonable notice. All books, records, and related documents shall be retained for a minimum of three years.

33. Publicity Releases 33.1 The Customer shall not cause or permit the release of any advertising or publicity

referring to this Agreement or to the Terminal Operator, its divisions, subsidiaries and Affiliates without the Terminal Operator’s prior consent. The Customer shall cause its contractors and/or subcontractors to comply with this requirement.

33.2 The Terminal Operator shall not cause or permit the release of any advertising or

publicity referring to this Agreement or to the Customer, its divisions, subsidiaries and Affiliates without the Customer’s prior consent. The Terminal Operator shall cause its subcontractors to comply with this requirement.

34. Representations and Warranties 34.1 Each Party undertakes, warrants and represents to the other that:

(a) it has full capacity and authority to enter into and to perform its obligations under this Agreement;

(b) this Agreement is executed by a duly authorised representative of such Party;

(c) it shall discharge its obligations under this Agreement with all due skill, care and

diligence including, but not limited to, in accordance with good industry practice and in compliance with all applicable laws, enactments, orders and regulations.

(d) (in the case of the Terminal Operator only) all financial settlements, billings, and reports rendered to the other Party by the Terminal Operator or its representative shall reflect properly the facts about all activities and transactions handled for the account of the Terminal Operator arising under this Agreement, which data may be relied upon as being complete and accurate.

34.2 The Terminal Operator undertakes, warrants and represents to the Customer that the

Terminal has and shall continue to have bonded customs and tax warehouse status and the Terminal Operator shall provide to the Customer copies of all relevant documentation proving such status by no later than the commencement date of this Agreement.

35. Notice of Non-Compliance

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The Customer and the Terminal Operator agree to notify each other promptly upon discovery of any instance where the Customer or the Terminal Operator fails to comply with Clauses of this Agreement. If either Party discovers or is advised of any errors or exceptions related to its invoicing for services, the Customer and the Terminal Operator will together review the nature of the errors or exceptions, and the Customer or the Terminal Operator will, if appropriate, promptly take corrective action and adjust the relevant invoice or refund overpayments.

36. Sovereign immunity

Each Party warrants that it has entered into the Agreement in a commercial capacity and that with respect to the Agreement it is in all respects subject to civil and commercial law. Each Party hereby consents generally in respect of any legal action, arbitration or other proceedings arising out of or in connection with the Agreement to the giving of any relief, or to the issue of any process in connection with such action or proceedings irrespective of the jurisdiction in question. Each Party hereby irrevocably and unconditionally and to the fullest extent permitted by law waives any rights of sovereign immunity which it may have now or which it may subsequently acquire in respect of its position or any property and/or assets (present or subsequently acquired and wherever located) belonging to it.

In witness whereof the Terminal Operator and the Customer have caused this Agreement to be executed on the day and year herein above written …………………………………………… …………………………………………… In the presence of …………………………………………… For Cyprus Organisation for the Storage and Management of Oil Stocks Customer In the presence of ……………………………………………

………………………………….

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Appendix A

Storage Capacities

Cubic metres

………………………………… ……….. ………………………………… ………..

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Schedule I – Product Specifications

22

Schedule II – Storage Fees …………………………………….. Euro .................................... …………………………………….. Euro .....................................