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Back to Revised Laws of Saint Lucia (2021)

Schedule 1

(Amended by Act 14 of 2007)

This Agreement is made this twenty first day of June, One thousand nine hundred and seventy-seven

BETWEEN: (1) THE GOVERNMENT OF THE STATE OF SAINT LUCIA and (2) THE CABINET OF MINISTERS FOR SAINT LUCIA established under Section 53 of the SAINT LUCIA Constitution Order 1967 (1967 No. 229) (together hereinafter referred to as THE GOVERNMENT) acting herein and represented by Victor Alfred Alleyne Archer acting Governor of the said State — the said acting Governor having been duly appointed as such under Section 21 (2) of the said Constitution Order and acting herein in accordance with advice given under s.56(1) of the said Constitution Order, of the one part

AND: HESS OIL ST. LUCIA LIMITED — a company duly incorporated under the Commercial Code of the State of SAINT LUCIA and having its registered office at Bridge Street in the City of Castries in the said State (hereinafter referred to as HESS) acting herein and represented by Leon Hess and Everett Birch directors of HESS of the other part

WHEREAS HESS wishes to establish THE PROJECT in SAINT LUCIA

AND WHEREAS THE PROJECT will require a capital investment by HESS of not less than ONE HUNDRED AND THIRTY-FIVE MILLION DOLLARS ($135,000,000.00) E.C.C.

AND WHEREAS THE GOVERNMENT considers that the development construction and operation of THE PROJECT will be substantially to the benefit of the State of SAINT LUCIA in its economy and otherwise

AND WHEREAS THE GOVERNMENT and HESS have negotiated terms and conditions which they mutually agree are essential to the establishment and viability of THE PROJECT and are reasonable having regard to the magnitude of the investment required to be made by HESS in respect of THE PROJECT and having regard to the advantages and benefits which SAINT LUCIA and the people of SAINT LUCIA will directly derive from THE PROJECT.

NOW THEREFORE THIS AGREEMENT WITNESS AS FOLLOWS—

(I) INTERPRETATION

In this Agreement (including the preamble thereto) the words and phrases in capital letters shall have the meanings assigned to each of them respectively in the schedule hereto.

(II) THE FUNDAMENTAL TERM

(1) This Agreement and the various covenants on the part of THE GOVERNMENT and HESS contained herein shall be subject to and conditional upon the passage of THE ACT by the House of Assembly of SAINT LUCIA on or before the 25th June, 1977 or such later date as the parties hereto may agree upon in writing.

(2) If by the 25th June, 1977 THE ACT shall not have been passed in the House of Assembly by 17 affirmative votes of the elected members thereof HESS may, for that reason, by notice in writing served on THE GOVERNMENT at any time within 14 days after 25th June, 1977 elect to rescind this Agreement.

(3) If HESS elects to rescind this Agreement in the circumstances within the time and in the manner hereinbefore mentioned, then this Agreement shall become null and void and THE GOVERNMENT and HESS shall be relieved of all their obligations hereunder.

(III) GRANT OF RIGHT AND LICENCE TO ESTABLISH
AND OPERATE THE PROJECT

In consideration of the covenants on the part of HESS contained in clause IV hereof, THE GOVERNMENT hereby grants to HESS, effective as of the date hereof, an irrevocable right and licence to own, construct and operate THE PROJECT at THE PROJECT SITE and to do all things necessary or appropriate in connection therewith, such right and licence to run from the date hereof to the date fifty years from THE PRODUCTION DATE, with an option to HESS to extend the said right and licence for a further period or periods of twenty-five years each, such extension or extensions to be upon such terms and conditions as the parties hereto shall mutually agree. Failure to agree upon such terms and conditions for such extension or extensions shall be deemed to be a dispute which shall be settled by arbitration under clause XI hereof.

(IV) UNDERTAKINGS BY HESS

1. Construction of the project

(a) HESS undertakes to prosecute and complete the construction of THE PROJECT with all deliberate speed and to that end HESS shall proceed as follows—
1. (i) Within three months of the coming into operation of THE ACT, HESS shall acquire ownership of or Freehold title to THE PROJECT SITE excluding the reclaimed land;
1. (ii) Immediately after the said acquisition, HESS shall commence preparation of THE PROJECT SITE — such preparation to include earth moving and dredging on or adjacent to THE PROJECT SITE;
1. (iii) Promptly upon completion of the preparation of the site for THE TERMINAL, HESS shall commence construction of THE TERMINAL;
1. (iv) Not later than the date of the completion of construction of THE TERMINAL, HESS shall commence construction of THE REFINERY.

(b) THE TERMINAL and THE REFINERY shall be designed in accordance with recognized engineering standards.

(c) It shall be the responsibility of HESS to engineer, construct and maintain THE PROJECT in a manner consistent with the protection of public health, enjoyment and use of other properties in SAINT LUCIA particular regard being had to safety and the avoidance of pollution.

2. Terminal Throughput Charges

There shall be paid to THE GOVERNMENT by HESS, without any deduction whatsoever, a throughput charge in respect of each BARREL of CRUDE OIL, PETROLEUM PRODUCTS, PETROCHEMICALS and CHEMICALS delivered by vessels for storage and/or blending at THE TERMINAL and exported in like and/or blended state the sum of two cents United States currency for each such BARREL, such throughput charge to be computed and paid quarterly in each calendar year within fifteen days after the last day of the quarter, namely the months of March, June, September and December respectively.

3. Refinery Throughput Charges

There shall be paid to THE GOVERNMENT by HESS, without any deduction whatsoever, a throughput charge in respect of each BARREL of PETROLEUM PRODUCTS, PETROCHEMICALS and CHEMICALS manufactured at THE REFINERY and exported the sum of four cents United States currency for each such BARREL, such throughput charge to be computed and paid quarterly in each calendar year within fifteen days after the last day of the quarter, namely the months of March, June, September and December, respectively.

(V) UNDERTAKINGS BY THE GOVERNMENT

1. Landholding Licence

THE GOVERNMENT agrees promptly to issue to HESS and/or THE AFFILIATES, a licence or licences under the Aliens (Landholding Regulations) Act to hold as owner THE PROJECT SITE such licence or licences to be granted on application by HESS in respect of such portions of THE PROJECT SITE as from time to time can be identified by survey.

2. Free Trade Zone

THE GOVERNMENT undertakes promptly to create by Legislation a Free Trade Zone in the area known as Cul-de-Sac and THE PROJECT SITE shall be included therein.

3. Channels, Dredging, Etc

THE GOVERNMENT hereby grants to HESS, without charge, the right to construct and maintain such navigating channel or channels, turning basin or basins, docks, piers, jetties, bulkheads and any and all ancillary facilities in the Cul-de-Sac Bay and THE HARBOUR as HESS may consider necessary for the proper operation of THE PROJECT. THE GOVERNMENT hereby agrees that in so far as the said channel(s) and turning basin(s) are concerned HESS and THE AFFILIATES shall have and enjoy exclusive control thereof, and in so far as the other such rights, improvements and facilities are concerned HESS and THE AFFILIATES shall have and enjoy title, ownership, sole and exclusive use and control thereof, and, subject to sub-clause (6) hereof, THE GOVERNMENT shall convey to HESS and/or THE AFFILIATES title thereto and ownership thereof. HESS is hereby granted, without charge, the right to dredge the ocean bed to a depth of ninety feet below mean sea level. All dredged material shall be the property of HESS and in HESS' discretion may be used for any purpose, including its use as fill for reclaiming from the sea such land adjacent to THE PROJECT SITE and at such elevations as HESS may deem necessary or desirable. HESS is hereby granted the right, without charge, to dispose of dredged material at sea, provided that it shall not be disposed of in less than one hundred feet of water, if disposed of in the territorial waters of SAINT LUCIA.

4. Explosives

THE GOVERNMENT agrees that in the course of dredging or other works carried out by HESS in the creation, alteration, development or preparation of THE PROJECT SITE, HESS shall have the right to use explosives, on land and under water, subject nevertheless to THE GOVERNMENT being satisfied that proper arrangements have been made for the storage of such explosives and for their use by qualified personnel.

5. Retaining Structures, Bulkheads, Etc

THE GOVERNMENT hereby authorizes HESS to construct such retaining structures and/or bulkheads as HESS may deem necessary or desirable utilizing rip-rap, sunken ships or such other material as HESS may in its discretion choose, provided that no navigational hazard shall be caused thereby.

6. Land Purchase

THE GOVERNMENT hereby grants to HESS the right to reclaim land from waters adjacent to the Queen's Chain (including the foreshore and/or seashore abutting the Queen's Chain), whereupon such reclaimed lands shall be part of THE PROJECT SITE. THE GOVERNMENT covenants to sell to HESS such part of the Queen's Chain falling within THE PROJECT SITE, the foreshore and/or seashore abutting such area of the Queen's Chain and any and all land reclaimed by HESS at a price of one Thousand Eastern Caribbean Dollars per acre in respect of the Queen's Chain and foreshore and/or seashore and Three Hundred Eastern Caribbean Dollars per acre in respect of the reclaimed land aforesaid. THE GOVERNMENT, on receiving payment in accordance herewith, shall convey to and vest in HESS free and clear of all liens, encumbrances, rights-of-way, easements or restrictions, the said Queen's Chain, foreshore and/or seashore and reclaimed land.

7. Permits, Etc

THE GOVERNMENT, recognizing the technical complexity of THE TERMINAL, THE REFINERY and RELATED FACILITIES and being satisfied that HESS and THE AFFILIATES will employ competent professional architects and/or engineers to design and supervise the construction thereof, agrees promptly to issue such certificates, licences, permissions and permits and promptly to take such other action, consistent with public interest, as may be required under any zoning, licensing, planning, building, water safety, health, conservation and related laws and any statutory rules or orders in connection therewith, to the end that the construction and operation of THE TERMINAL, THE REFINERY and RELATED FACILITIES may be conducted in an orderly and economical manner. In regard to all questions of land use and zoning law, THE GOVERNMENT has satisfied itself and hereby declares and determines that the use of THE PROJECT SITE for THE TERMINAL, THE REFINERY THE HARBOUR and RELATED FACILITIES is hereby approved.

8. Quiet Enjoyment

THE GOVERNMENT covenants and agrees that HESS and THE AFFILIATES shall quietly, peacefully and exclusively enjoy with uninterrupted use THE PROJECT SITE and THE TERMINAL, THE REFINERY and RELATED FACILITIES.

9. Public Road

THE GOVERNMENT agrees to provide and maintain for the term of this Agreement an adequate public road from the City of Castries to THE PROJECT SITE.

10. Enclosure

THE GOVERNMENT agrees that HESS may enclose THE PROJECT SITE or any part thereof in order to establish and preserve the security of the installations that are contained therein and recognizes that security guards, for the protection of such installations, have the right to control ingress and egress in respect thereof, provided however that nothing herein contained shall derogate from the lawful right of entry of police officers or other authorised persons onto THE PROJECT SITE based on a Court Order or otherwise in accordance with the law or the right of entry of any person authorized by THE GOVERNMENT to verify the throughput charges referred to in clauses IV (2) and (3).

11. Telecommunication

THE GOVERNMENT hereby agrees upon request of HESS to issue a licence or licences, under such telecommunication legislation as may exist from time to time, to enable HESS to operate such communications within THE PROJECT SITE and between THE PROJECT SITE and vessels as may be shown by HESS to GOVERNMENT to be necessary for the proper operation of THE PROJECT.

12. Exemption from Taxation, Etc

(a) THE GOVERNMENT agrees that HESS and such of its AFFILIATES and their non-SAINT LUCIAN contractors and subcontractors as are engaged in constructing, owning, operating and/or maintaining, in whole or in part, THE TERMINAL, THE REFINERY, THE HARBOUR and RELATED FACILITIES, shall for the period from the date hereof to the date twenty years from THE PRODUCTION DATE be exempt from the payment of all rates, taxes, excises, stamp duties, duties, imposts and exactions imposed by law on the construction, ownership, operation, maintenance, expansion or other activity in respect of THE TERMINAL, THE REFINERY, THE HARBOUR and RELATED FACILITIES and materials, work in progress and products thereof (including importing, exporting, loading, unloading, storing, processing, blending, manufacturing, producing and selling of CRUDE OIL, PETROLEUM PRODUCTS, PETROCHEMICALS or CHEMICALS, or any other raw material or products of, or any equipment or machinery imported for use at THE TERMINAL, THE REFINERY, THE HARBOUR and RELATED FACILITIES);

(b) The foregoing shall specifically include exemption from:
1. (i) all taxes measured by income or gain;
1. (ii) all sales, use and gross receipts taxes;
1. (iii) all property and franchise taxes;
1. (iv) all annual or specific licence fees (except automobile licence fees);
1. (v) all import duties, licences and fees, including trade taxes and excise taxes, on building materials, furnishings and equipment used in the construction, operation, maintenance and expansion of THE TERMINAL, THE REFINERY, THE HARBOUR and RELATED FACILITIES and on CRUDE OIL, PETROLEUM PRODUCTS, PETROCHEMICALS, CHEMICALS and other materials or hire or use of property.

(c) For the avoidance of doubt the foregoing exemption shall not be applicable to:
1. 1. charges of general application to all non-governmental consumers for goods or services furnished or rendered by THE GOVERNMENT or any subdivision, agency or instrumentality thereof in the exercise of their proprietary functions, or
1. 2. payroll taxes or exactions of general application imposed under workmen's compensation, unemployment insurance and other similar employee-benefit legislation, or
1. 3. excise (including fuel) taxes imposed in respect of
  1. (i) sales in SAINT LUCIA of PETROLEUM PRODUCTS, CHEMICALS and/or PETROCHEMICALS not for export to persons other than HESS, THE AFFILIATES and the contractors and subcontractors thereof;
  1. (ii) receipts from the hire or use of property within SAINT LUCIA from persons other than HESS, THE AFFILIATES and the contractors and subcontractors thereof.

(d) Contractors and subcontractors for HESS and THE AFFILIATES shall be exempt from the payment of all duties and taxes on building materials, furnishings and equipment imported into SAINT LUCIA by such contractors and subcontractors for the use in the construction, expansion and maintenance of THE TERMINAL, THE REFINERY, THE HARBOUR and RELATED FACILITIES during the period to which the foregoing exemptions apply;

(e) There shall be exempt from all taxes or exactions all accruals in the form of dividends or other distributions to shareholders, any interest paid to HESS, THE AFFILIATES or foreign lenders, gains realized from the sale of property, interest received on the extension of credit, or royalties and service fees paid by HESS or THE AFFILIATES to foreign entities or persons provided always that such accruals arise from the operation of or dealings with THE PROJECT.

13. Overseas Allowances

THE GOVERNMENT agrees that any overseas or off-shore allowances or dislocation payment paid by HESS, THE AFFILIATES or the contractors or subcontractors thereof, to non-SAINT LUCIAN personnel shall not be deemed to be income earned or derived from employment in SAINT LUCIA: and further any sum received by them by way of gratuity or lump sum payment on termination of their contract of employment shall be exempt from income tax in SAINT LUCIA.

14. Harbour use Charges, Etc

THE GOVERNMENT agrees that THE PROJECT shall be exempt from all harbour dues, pilotage, wharfage, quay and tonnage dues and other charges for vessels discharging or loading into or from THE TERMINAL, THE REFINERY or RELATED FACILITIES. THE GOVERNMENT agrees to promulgate after consultation with HESS such regulations as may from time to time be required by HESS in relation to the operation and use by vessels of THE HARBOUR, THE TERMINAL, THE REFINERY and RELATED FACILITIES.

15. Foreign Exchange

THE GOVERNMENT hereby authorizes HESS, THE AFFILIATES and the foreign contractors and subcontractors thereof, to open and freely operate external credit bank accounts and to have the right to freely transfer funds abroad. Foreign nationals engaged in the operation of THE TERMINAL, THE REFINERY and RELATED FACILITIES shall have the right freely to transfer funds abroad. Information regarding such transfers of funds shall be made available to the Ministry of Finance as required for statistical purposes.

16. Term of Rights and Licences, Etc

Except as otherwise expressly provided in this Agreement, all grants, rights, licences, exemptions and other benefits provided for HESS, THE AFFILIATES and the contractors and subcontractors thereof shall commence on the date hereof and continue in full force and effect for the duration of the right and licence referred to in clause III hereof and any extension or extensions thereof. For the avoidance of doubt, it is hereby declared that this clause V (16) shall not apply to the exemptions contained in clause V (12) hereof which are expressly limited to the term therein set out.

17. Exclusive Licence

THE GOVERNMENT agrees that for the duration of the right and licence referred to in clause III hereof or any extension or extensions thereof, THE GOVERNMENT shall not permit the establishment of another CRUDE OIL, PETROLEUM PRODUCTS, PETROCHEMICAL and/or CHEMICAL transshipment terminal and/or refinery in the Cul-de-Sac area.

(VI) WORK FORCE

The parties hereto, recognizing that at the present time there may not be adequate numbers of SAINT LUCIANS possessing the necessary highly technical skills required for the construction and/or operation of THE TERMINAL, THE REFINERY and RELATED FACILITIES, agree as follows:

(a) Employment. HESS shall, wherever possible, employ SAINT LUCIANS at THE TERMINAL, THE REFINERY and RELATED FACILITIES having, in its sole discretion, regard to safety, economic and good management standards;

(b) Training. HESS shall institute, in consultation with THE GOVERNMENT, training programmes for THE TERMINAL and THE REFINERY operations for SAINT LUCIANS to the extent that this complies with good business practice;

(c) Work Permits. Upon request of HESS THE GOVERNMENT agrees that with respect to the highly technical skills aforesaid to issue work permits for THE PROJECT under the Foreign Nationals (Employment) Act or any similar Act for job classifications, rather than to individuals, subject to the above and subject further to THE GOVERNMENT'S right to refuse entry or to expel any person on the grounds of national security.

(VII) IMPRACTICABILITY

The parties hereto agree that in the event it shall become impractical to complete THE PROJECT, which decision shall be in HESS' sole discretion, HESS may abandon THE PROJECT and shall thereupon

(a) pay to THE GOVERNMENT the sum of Three Hundred and Sixty Thousand United States Dollars, and

(b) convey to THE GOVERNMENT, at no cost, title to THE PROJECT SITE.

In such event, HESS shall have no further obligation or liability to THE GOVERNMENT of any nature whatsoever in respect of THE PROJECT and this Agreement.

(VIII) IMPAIRMENT AND FAVOURED TREATMENT

The terms and provisions of this Agreement being contractual and proprietary in nature it is understood and expressly agreed by THE GOVERNMENT that it will take no action impairing or limiting the rights conferred by, and the obligations of, THE GOVERNMENT under this Agreement. Neither HESS nor THE AFFILIATES nor any other party referred to in this Agreement shall be precluded by reason of this Agreement from applying for any benefits made available by THE GOVERNMENT hereafter for which it or they would otherwise qualify. If any other person, firm or corporation is accorded more favourable treatment than that conferred by THE GOVERNMENT under this Agreement, THE GOVERNMENT hereby undertakes to afford such more favourable treatment during such period to HESS, THE AFFILIATES and the other parties referred to in this Agreement.

(IX) FORCE MAJEURE

Any failure or delay in performance by HESS or any of THE AFFILIATES of its obligations hereunder shall not be a breach of this Agreement it such failure or delay arises out of or results from causes beyond its control, including, but not limited to, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labour disputes, shortages of materials or supplies, failures by contractors or subcontractors, transportation embargoes, or failures or delays in transportation, acts of God, acts, laws, rules, regulations, orders or directives of any government or any state, subdivision, territory, municipality, agency or instrumentality thereof, or the order of any court of competent jurisdiction.

(X) SUCCESSORS AND ASSIGNS

(a) This Agreement shall inure to the benefit of and be binding upon the successors in interest of THE GOVERNMENT and the successors in interest and assigns of more than fifty percent of the business and assets of HESS, but shall not otherwise be assignable except by HESS
1. (i) in whole or in part to any one or more of THE AFFILIATES, or
1. (ii) as provided in clause X (b) below. No such assignment by HESS shall relieve it of any of its obligations hereunder.

(b) HESS may at any time and from time to time sell, transfer, assign or otherwise dispose of, all or any part of its rights under this Agreement, whether as security for loans to be made to HESS and/or THE AFFILIATES or otherwise. In the event of any sale or transfer of any such rights under this Agreement for any reason whatsoever, such sale or transfer shall be accepted by the purchaser or transferee subject to the express condition that such purchaser or transferee shall be thereafter bound by the terms of this Agreement as fully as if such purchaser or transferee alone had executed this Agreement in place of HESS.

(XI) ARBITRATION

All disputes arising in connection with this Agreement shall be finally settled by arbitration conducted in the English language at Paris, France, in accordance with the rules of the International Chamber of Commerce. Arbitration shall be conducted before a panel of three arbitrators, one to be selected by each of THE GOVERNMENT and HESS and the third, who shall be the presiding arbitrator, to be selected by the two so selected by the parties hereto. THE GOVERNMENT consents to arbitration in accordance with the terms of this clause XI and hereby waives the exhaustion of local administrative or judicial remedies. Judgment upon the award rendered may be entered in any court having jurisdiction. THE GOVERNMENT hereby waives any statutory or other defence or sovereign immunity in any proceedings and in the entry of any award rendered and the enforcement of any judgment upon any award rendered.

(XII) FRUSTRATION

This Agreement shall be deemed frustrated in the event that within 60 days of the coming into operation of THE ACT HESS is unable to:

(i) secure good and marketable title to that portion of THE PROJECT SITE at present owned by Geest Industries (Estate) Limited;

(ii) secure good and marketable title to that portion of THE PROJECT SITE consisting of The Queen's Chain foreshore and/or seashore abutting thereon.

(XIII) NOTICE

All notices, requests, consents and other communications hereafter shall be in writing and shall be mailed by first class registered air mail, return receipt requested, postage prepaid, addressed as follows:

If to THE GOVERNMENT at:
1. The Office of the Premier
1. Government Buildings
1. Castries, Saint Lucia
1. West Indies

If to HESS at:
1. Hess Oil Saint Lucia Limited
1. Attention:

With a copy to:
1. Amerada Hess Corporation
1. 1185 Avenue of the Americas
1. New York, New York 10036
1. Attention: Leon Hess, Chair of the Board

Either of the parties hereto may change the address to which such communications are to be directed to it by giving written notice to the other party of such change in the manner provided in this clause XIII.

(XIV) GENERAL

(i) The headings to clauses contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

(ii) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF: the parties hereto have executed this Agreement on and as of the day and year first above written.

The Public Seal of the State of SAINT LUCIA was hereunto affixed by His Excellency Victor Alfred Alleyne Archer, Acting Governor of SAINT LUCIA representing THE GOVERNMENT	(Sgd.) VICTOR A. A. ARCHER
The Seal of Hess Oil St. Lucia Limited was on the 13 day of June 1977 hereunto applied in our presence pursuant to a resolution of the Board of Directors dated the 13 June 1977.	(Sgd.) LEON HESS
	Director
	(Sgd.) EVERETT BIRCH
	Director

“THE ACT” means A bill to give the force and effect of law to the provisions of this Agreement;

“THE AFFILIATES” mean Amerada Hess Corporation, a Delaware Corporation, HESS and any other firm, corporation or company of which at least fifty percent of the voting rights or equity interest is owned directly or indirectly by either Amerada Hess Corporation or HESS or by both of them;

“BARREL” means forty-two United States gallons;

“CHEMICALS” mean chemicals other than Petrochemicals;

“CRUDE OIL” means crude oil and/or all liquid hydro-carbons in their natural state;

“THE HARBOUR” means the water in Culled-Sac Bay off Pointe Bananes and the PRESCRIBED approaches thereto;

“PETROCHEMICALS” mean chemicals isolated or derived from crude oil;

“PETROLEUM PRODUCTS” mean unfinished products and/or finished products isolated or derived from crude oil;

“PRESCRIBED” means prescribed by regulations under THE ACT;

“THE PRODUCTION DATE means the first day on which marketable finished PETROLEUM PRODUCTS are manufactured at THE REFINERY in commercial quantities;

“THE PROJECT” means THE TERMINAL, THE REFINERY and RELATED FACILITIES;

“THE PROJECT SITE” means all that portion of land 400 acres more or less in extent to be dismembered from lands belonging to Geest Industries (Estates) Ltd. and situate at Cul-de-Sac in the quarter of Castries in SAINT LUCIA—the said portion of land to include Pointe Bananes and the south side of the Cul-de-Sac Bay and to be otherwise delineated by survey together with the Queen's Chain, the foreshore and/or seashore abutting thereon and all land reclaimed to be acquired by HESS from THE GOVERNMENT as provided in the Agreement;

“THE REFINERY” means a plant to plants for the manufacture of PETROLEUM PRODUCTS and/or PETRO-CHEMICALS and/or CHEMICALS PRODUCTS and/or PETRO-CHEMICALS and/or CHEMICALS, such plant or plants to include but are not limited to, pipelines, tanks, process units, blending facilities, pumps, electric power generating units, electric, steam and water distribution systems, water desalination and distillation units, steam generating and power units, direct and indirect heating units, control systems and instrumentation, warehousing facilities, civil improvements, manufacturing facilities for liquids, vapours and gases and solids of present and future refining/blending processes and the products, by-products and/or services therefrom, marine berths, docks, piers, bulkheads and related marine facilities;

“RELATED FACILITIES” mean any and all facilities, services, plants, equipment or operations which in the opinion of HESS are necessary or advisable for THE TERMINAL and THE REFINERY, including, but not limited to, the following: marine berths, docks, piers and bulkheads, tugs, barges, vessels and related marine facilities, pipelines, on-shore and/or off-shore loading and unloading facilities, tanks, process units, blending units, pumps, electrical generating, distribution and steam powered units, direct and indirect heating units, electronic equipment, instrumentation, housing facilities, warehousing facilities, civil improvements, Petroleum, Petrochemical and Chemical manufacturing facilities for liquids, vapours, gases and solids of present and future refining/blending processes and the products, by-products and/or services therefrom;

“SAINT LUCIA” means the State of Saint Lucia and its territorial waters;

“SAINT LUCIANS” mean persons born in, or deemed to belong to SAINT LUCIA as defined in the Foreign Nationals and Commonwealth Citizens (Employment) Act 1971 (No. 3 of 1971);

“THE TERMINAL” means on-shore and/or off-shore facilities at THE PROJECT SITE and waters adjacent thereto for receiving, storing, blending and shipping crude oil, Petroleum Products, Petrochemicals and Chemicals, including storage tanks, vessels and barges, connecting pipelines and all the equipment, machinery and related facilities.