FRAMEWORK AGREEMENT ON DAILY CAPACITY BOOKING AND NATURAL GAS TRANSMISSION between MAGYAR GÁZ TRANZIT ZRT and [...] This contract is the translation of the Hungarian version. The official contract is the Hungarian. MGT is not liable for any miss-translation. [...] 2015
This Framework Agreement on Daily Capacity Booking and Natural Gas Transmission, together with all Annexes attached hereto and made an integral part hereof, ( Agreement ) was entered into between Magyar Gáz Tranzit Zártkörűen Működő Részvénytársaság Seat: H-1031 Budapest, Záhony u. 7. B ép. II. em. Mail address: H-1031 Budapest, Záhony u. 7. B ép. II. em. Payment service provider: ERSTE Bank Hungary Zrt. IBAN: SWIFT: Mail address for invoices: Court of Registration: HU21 11600006-00000000-52492459 GIBAHUHB Trade registry number: 01-10-047258 Tax number: 23724411-2-44 as system operator ( Company or MGT ) and [...] Seat: [...] Mail address: [...] Payment service provider: [...] IBAN: SWIFT: MVM Kontó Pénzügyi és Számviteli Szolgáltató Központ Zrt., 7031 Paks, Pf. 152 Budapest Metropolitan Court as Court of Registration, [...] [...] Mail address for invoices: [...] Court of Registration: [...] Trade registry number: [...] Tax number: [...] as network user ( Network User ), hereinafter referred to jointly as the Contracting Parties or individually as Party, in Budapest on [ ]. 1. Object and scope 1.1 During the term of this Agreement, MGT will offer at the point(s) of transfer specified in Annex 1 hereto a capacity which is available on the gas days concerned published on its website to the Network User requesting capacity. 1.2 5 business days after the entry into force of this Agreement, the Network User will be entitled to request on the Company s IT Platform ( MGT IP ) a capacity to the extent of the safeguard provided to the Company before the actual (requested) gas day on the date published by the Company on its website. The capacity requests shall be submitted on MGT IP in accordance with Section 8.4.5.2 of the Network Code ( NC ). The submission of the capacity request will be subject to the signing of a contract on MGT IP use between the Network User and the Company in accordance with Section 1.4. MGT will allocate capacities according to the capacity allocation mechanism set out in Section 8.4.5.2.d of the NC, which means that capacities will be allocated 1/6
to network users in view of the requests recorded on MGT IP before the deadline or, in case of overbooking, on a pro rata basis. Upon signing this Agreement, the Network User will acknowledge and accept the daily capacity allocation rules. 1.3 Until the fifth business day preceding the actual gas day, the Network User shall indicate the shipper partner, together with its ID code, operating under a contract with the adjacent Transmission system Operators; in lack of it the Company will not be able to accept the transmission request. 1.4 The Company will provide the capacities for the Network User in accordance with, and to the extent of, the confirmation made on MGT IP. The capacity requests submitted, and the relevant confirmation made, on MGT IP shall form an integral part of this Agreement. The Company will provide the test run gas transmission services stipulated in this Agreement and in the General Terms and Conditions for Test Run Period ( GTC ) incorporated as an integral part hereof. Upon signing this Agreement, the Network User will accept the provisions of the GTC as binding. At least 3 business days before the actual (requested) gas day, the Network User shall sign an IT Platform User Contract with the Company, incorporated as an integral part hereof, on the use of the MGT IP. 1.5 The Network User agrees to use and pay for the services set out in Section 1.2 and Section 1.4. 1.6 The term of this Agreement will apply to the test run period starting upon the signing of this Agreement by the Parties and ending at 6:00 a.m. on 1 April 2015. Any issue not regulated herein shall be governed by the provisions of the applicable legislation, NC and GTC. In case of any discrepancy between the provisions of this Agreement and those of the GTC, the provisions of this Agreement shall prevail. Upon signing this Agreement, the Network User agrees to accept the provisions of the GTC as binding. 2. Service fee 2.1 Capacity fee 2.1.1 The daily interruptible capacity fees applicable to the points of transfer for the test period will be published by the Company on its website (www.gaztranzit.hu) until the third business day before the actual gas day. 2.1.2 The capacity requests on the MGT IP will be allocated in accordance with the relevant provisions of the NC, which will be acknowledged and accepted by the Network User upon signing this Agreement. 2.1.3 For the calculation of the capacity fee, the capacity volume accepted and confirmed by MGT shall be multiplied by the unit capacity fee referred to in Section 2.1.1 of this Agreement. 2.2 Transmission volume fee 2.2.1 If the transmission direction is HU>SK, the transmission volume fee will be calculated as follows: FDmonthly = ΣQtransferred*FFD 2/6
Where: FDmonthly: monthly volume fee (HUF/month) ΣQtransferred: the total quantity of natural gas transferred through the exit point between 6:00 a.m. of the first gas day under this Agreement and the end of the last gas day of the month concerned. FFD: specific volume fee: the transmission volume fee applicable to the period: HUF 33.99/GJ. 2.2.2 The settlement will be based on the natural gas volume transferred at the exit point of Balassagyarmat according to the volume submitted on MGT IP and then allocated (recorded in the transfer minutes for each network user). 2.3 The tariffs shown on MGT website will not include any value-added tax, and the invoices regarding the service will be issued in accordance with the provisions of the applicable legislation on value-added tax. 2.4 In view of the fact that unodourised natural gas enters the transmission system of MGT and that MGT transfers unodourised natural gas to the connected transmission system operators, the Network User will not have to pay odourisation fee under this Agreement. 3. Terms of payment and invoicing 3.1 The Network User shall make payments hereunder on the basis of the capacity requests submitted by the Network User and confirmed by the Company on MGT IP. The transmission capacity fee invoice will be issued on the business day following the gas day and shall be settled on the fifth business day following the gas day on the basis of, and in line with the terms set out in, the invoice issued and sent also in electronic form by MGM. 3.2 An attachment of the invoice will be the minutes showing the capacity requests confirmed daily by MGT to the Network User; the Company shall send the Network User such minutes via e- mail or telefax until 12:00 noon on the business day following the gas day, and the Network User shall confirm the receipt by returning the duly signed minutes to MGT via e-mail or telefax by not later than until 4:00 p.m. on the second business day following the gas day. If the Network User fails to return to the Company the duly signed minutes in time, MGT will have the right to reject any further capacity request submitted by the Network User. 3.3 The terms of payment and invoicing applicable to any other fees payable by the Network User hereunder are stipulated in the GTC. 4. Contractual safeguards 4.1 During the term of this Agreement, a contractual safeguard corresponding to the actual daily capacity requests made hereunder shall be provided, and maintained continuously during the legal relationship, by the Network User for MGT. The contractual safeguards may take the form of bank guarantee or cash deposited on the Company s account. 4.2 The Company may reject the capacity request if the contractual safeguard provided by the Network User fails to cover the gross amount of both the requested but unsettled daily capacity fee and, for transmissions in HU>SK direction, the expected volume fee. The safeguard shall be 3/6
submitted to MGT not later than on the business day before the submission of the capacity request in such a manner that MGT will receive the duly signed bank guarantee, or MGT s bank will receive the cash deposit, on the business day before the submission of the capacity request; otherwise MGT will reject the capacity request. 4.3 It is agreed that in case of any change in the fees payable under Section 2 regarding the contractual safeguards during the term of this Agreement, the Contracting Parties will amend this Agreement in a manner to reflect any such change. 4.4 The entry into force of this Agreement will be subject to making available for the Company a valid and binding contractual safeguard for the actual transmission period. 5. Communication 5.1 It is agreed that, for the purposes of communication concerning any issue relating to their performance hereunder, the Contracting Parties will appoint the following organisational units: (a) On behalf of the Network User: For contractual issues For daily operative issues (b) On behalf of the Company: For contractual issues For daily operative issues 5.2 The Contracting Parties shall notify each other without delay on any change in their contact details. The Network User agrees to enter and keep updated in the administrative menu of the MGT IT Platform the name and contact details (e-mail, mobile phone number, telefax, address) of its contact persons and their deputies (to be notified for contractual, operative or restrictive issues). 5.3 No change of any data of the Contracting Parties recorded in the Trade Registry including, in particular, changes in their seats, representatives, bank account numbers or changes in the data of their contact persons or the organisations involved in the process of contracting and performance, 4/6
shall be considered a modification of this Agreement. Such changes shall be communicated by the Contractual Party concerned to the other Party either through a 10-day advance notice in writing or within 10 days after the occurrence, or the registration, of such change, as the case may be. 6. Dispute settlement 6.1 The Contracting Parties agree to endeavour to settle any dispute relating to this Agreement amicably. 6.2 If such amicable settlement cannot be achieved, the Contracting Parties agree to accept the exclusive jurisdiction of the Energy Arbitration Court (H-1081 Budapest, II. János Pál pápa tér 7). The Energy Arbitration Court will act in accordance with its own rules of procedure. 7. Annexes Annex 1: Annex 2: Annex 3: Annex 4: Points of transfer General Terms and Conditions for Test Run Period (GTC) [Contractual safeguards] IT Platform User Contract The Hungarian version of this Agreement has been executed in 2 (two) identical originals in Hungarian, of which 1 (one) original shall be given to each Contracting Party. On behalf of Magyar Gáz Tranzit ZRt: Budapest, [...] 2015 Chief Executive Officer Deputy Chief Financial Officer On behalf of the Network User: Budapest, [...] 2015 [...] [...] 5/6