FRAMEWORK AGREEMENT No../.././. FOR PROVISION OF GAS TRANSMISSION SERVICES THROUGH THE POLISH SECTION OF THE TRANSIT GAS PIPELINE SYSTEM YAMAL-EUROPE ON AN INTERRUPTIBLE SERVICE BASIS
entered into on in Warsaw, by and between: [Company name] having its registered office in [registered address], entered into [name of register] under the number [number in the register], kept by [name of registration authority], NIP: [tax identification number]; REGON: [statistical number], with the share capital of PLN and paid-up capital of, represented by: 1. 2. hereinafter referred to as the Shipper and Gas Transmission Operator GAZ-SYSTEM S.A. having its registered office in Warsaw, at ul. Mszczonowska 4, entered to the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw, 12th Commercial Department under the number 0000264771, Tax Identification Number (NIP): 527-243-20-41; statistical number (REGON): 015716698, with the share capital of PLN 3.771.990.842,00, fully paid up, represented by: 1. 2. hereinafter referred to as the Transit Pipeline System Operator or OSGT both hereinafter referred to as the Parties The Parties have agreed to enter into the following agreement (hereinafter the Agreement): 2
INDEX LIST OF APPENDICES CONSTITUTING AN INTEGRAL PART OF THE AGREEMENT... 4 1. OBJECT OF THE AGREEMENT... 5 2. TERM OF THE AGREEMENT... 6 3. SPECIFIC PROVISIONS... 6 4. DISCLOSURE AUTHORISATION... 7 5. TYPES OF CHARGES AND TERMS OF PAYMENT... 7 6. TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT... 7 7. DISPUTE RESOLUTION... 7 8. LIABILITY OF THE PARTIES... 7 9. FORCE MAJEURE... 8 10. FINAL PROVISIONS... 8 3
LIST OF APPENDICES CONSTITUTING AN INTEGRAL PART OF THE AGREEMENT Appendix 1 Authenticated copies of: an extract from the register of entrepreneurs for the OSGT; a copy of the power of attorney confirming the authority of the signatories of this Agreement to represent and incur liabilities on behalf of OSGT. Appendix 2 Originals or authenticated copies of: an extract from the register of entrepreneurs for the Shipper; a decision on the assignment of REGON number; a decision on the assignment of NIP number. An authenticated copy of the Shipper's concession or a declaration by authorised representatives of the Shipper that the activity carried out by the Shipper does not require a concession under the Energy Law. Confirmation of financial security. Appendix 3 Contact details of dispatcher and operation services. 4
1. OBJECT OF THE AGREEMENT 1.1. The object of this Agreement consists in the gas transmission services to be provided by OSGT for the Shipper on an interruptible service basis for one gas day through the Transit Gas Pipeline System in the territory of the Republic of Poland, owned by SGT EuRoPol Gaz s.a. (hereinafter SGT ). 1.2. The Shipper declares that the contracted capacity at the respective entry and exit points to/from the SGT shall not exceed the following level: 1.2.1. entry point SGT Kondratki (ID ) 1.2.2. exit point SGT Włocławek (ID ) 1.2.3. exit point SGT Lwówek (ID ) 1.2.4. exit point SGT Mallnow (ID ) 1.3. The reduction of interruptible contracted capacity at the the entry point shall entail a corresponding reduction at the exit point from the SGT. The interruptible contracted capacity at the exit point and the delivery reliability level established for the interruptible contracted capacity at the exit point shall determine the interruptible contracted capacity at the relevant entry point to the SGT. 1.4. For the duration of the reduction of the interruptible contracted capacity the Shipper shall reduce both its gas off-take at the exit point and gas delivery at the entry point to the level established in accordance with the Network Code. 1.5. The rights and obligations of the Parties and the terms applicable to the provision of the transmission service have been defined in detail in the Transmission Network Code for the Polish Section of the Transit Pipeline System Yamal - Europe issued by the Gas Transmission Operator GAZ- SYSTEM S.A. (hereinafter the Network Code ). By signing the Agreement the Shipper acknowledges that it has received and reviewed the contents of the current Network Code. 1.6. Subject to the terms of this Agreement and the Network Code, OSGT specifically undertakes to: 1.6.1. transport the gas volumes delivered by the Shipper from the entry point to the exit points, in accordance with the allocated contracted capacity, subject to the terms and conditions set out in the Network Code; 1.6.2. conform to the quality specifications set out in the Network Code and the gas pressure at the exit point, provided that the Shipper fulfils its obligations under this Agreement and the Network Code to the extent that such obligations affect the conformity with the relevant specifications at the exit point; 1.6.3. immediately notify the Shipper of any circumstances that may affect the performance of the respective obligations of the Parties hereunder. 1.7. Subject to the terms of this Agreement and the Network Code, the Shipper specifically undertakes to: 1.7.1. make timely payments; 1.7.2. deliver gas for transmission to and off-take gas from the SGT in quantities specified in the approved nominations for the entry and exit points, 1.7.3. procure that the gas delivered for transmission at the entry point to SGT conforms to the required quality specifications set out in the Network Code and the gas pressure, subject to the provisions of the Network Code; 1.7.4. not exceed the contracted capacities specified in the approved nomination, 1.7.5. observe the restrictions specified in Part II of the TNC in the submitted nominations, 1.7.6. immediately notify OSGT of any circumstances that may affect the performance of the respective obligations of the Parities hereunder. 1.8. In the event of a conflict between any of the provisions of this Agreement and any Appendix hereto or the Network Code, including any amendments to the Network Code, the provisions of this Agreement shall prevail. 1.9. All the terms defined in the Network Code shall retain the same meaning in this Agreement. 5
1.10. Any references to time used herein shall correspond to the Central European Time. 2. TERM OF THE AGREEMENT 2.1. The term this Agreement was entered for. 2.1.1. This Agreement is entered into for a definite term until the moment when the total payments due to OSGT for the provision of the transmission service reaches (maximum amount), but in any case not longer than until. 2.1.2. The provision of the gas transmission service hereunder shall begin on. 2.2. The termination of this Agreement shall take place in the circumstances described in the Network Code and in accordance with its terms. 2.3. OSGT shall have the right to terminate the Agreement in full or in part in the event when the SGT owner EuRoPol Gaz s.a., or its legal successor ceases to offer or reduces the SGT transmission capacity offered to third parties available to OSGT. 2.4. The Parties acknowledge that this Agreement may be subject to amendments, including in particular as a result of the changes to the SGT Tariff, Network Code and in the circumstances described in this Agreement, provided that in case of a change to the SGT Tariff, or a new SGT Tariff coming into force, the Parties shall accept it for application on the date specified, as appropriate, by the SGT Owner or OSGT. In the event of a revision in the terms of the application of prices and tariff charges, the Shipper shall have the right to terminate this Agreement within fourteen (14) days of the date when a new or amended SGT Tariff becomes effective for application, subject to fourteen (14) days' notice period. 2.5. In the event of an amendment to the Network Code, the new wording of the document shall be immediately delivered to the Shipper by OSGT, before such amendment comes into force. 3. SPECIFIC PROVISIONS 3.1. In order to secure the financial claims of OSGT in respect to the transmission services, the Shipper shall provide a financial security in the form of, confirmed with [description of document], which constitutes one of the components of Appendix 2. /(The Shipper represents that it holds a credit rating of at least, which is confirmed with the following documents ) 1 3.2. The list of entry and exit points and the details of Balancing Point Operators (BPOs) and Interoperating System Operators (ISOs) are provided in Appendix 3. 3.3. The Shipper hereby represents that in accordance with Article 49 of the Act of 16 February 2007 on the reserves of crude oil, petroleum products and natural gas and the course of action in the event of a threat to the state fuel security and disruptions on petroleum market (Journal of Laws of 2007, no. 52, item 343, as amended) (hereinafter the Stockpiling Act ) it is required to maintain operating procedures applicable under the circumstances described in the said Act. 3.4. The Shipper undertakes to deliver the operating procedures to OSGT by, as agreed with the parties responsible for their implementation, including, as appropriate, the operators of other gas systems, and to update them each time immediately upon any revision, in any case not later than within 7 days of such revision being made. 1 If applicable 6
4. DISCLOSURE AUTHORISATION The Shipper authorises OSGT to pass any information related to the implementation of this Agreement to Interoperating System Operators (ISO), to the extent specified in the Network Code. 5. TYPES OF CHARGES AND TERMS OF PAYMENT 5.1. The billing period shall correspond to the gas month. 5.2. The charges for the provision of the gas transmission service shall be calculated in accordance with the applicable SGT Tariff. 5.3. Any charges which are not included in the SGT Tariff shall be calculated in accordance with the Network Code. 5.4. The detailed billing principles are set forth in the SGT Tariff and the Network Code. 6. TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT 6.1. Any transfer of the rights and obligations arising hereunder onto a third party shall require a written consent of the other Party, otherwise being null and void. The above reservation does not apply to the transfer of receivables payable in cash. 6.2. The Shipper shall have the right to resell or make available the reserved capacity (contractual capacity) subject to the terms set forth in the Network Code. 7. DISPUTE RESOLUTION 7.1. Any disputes concerning the performance of this Agreement shall be resolved between the Parties through negotiation. 7.2. In the event of a dispute concerning the quality specifications of the gas delivered for transmission or taken from SGT, the Parties may request an opinion on the question of dispute from an independent research laboratory accredited as a certification body in accordance with the Act on Conformity Assessment (Journal of Laws of 2010, No. 138, Item 935, as amended). Such opinion shall be binding upon the Parties. The cost of the above tests shall be borne by the party challenging the quality of gas, unless the result of such test confirms that the reservations were justified, in which case the cost of the test shall be borne by the other party. 7.3. If the Parties fail to reach an agreement within thirty (30) days of the delivery of the notice to start negotiations, then the disputed matters shall be examined by a common court having the jurisdiction over the Capital City of Warsaw. Any such case shall be considered according to Polish law and the procedure shall be held in the Polish language. 7.4. To avoid any doubt, the Parties hereby represent that the provision of clause 7.3 constitutes, simultaneously, a jurisdiction agreement and a prorogation agreement within the meaning of the provisions of Article 1104 and Article 46 of the Code of Civil Procedure. 8. LIABILITY OF THE PARTIES 8.1. In the event of a default or defective performance by either Party of any of its obligations under this Agreement, the Party shall be held liable in accordance with this Agreement, the provisions of the SGT Tariff and the Network Code. 8.2. Neither Party shall be held liable for a default or defective performance of this Agreement when caused by a force majeure. 8.3. Each Party shall be held liable for the actions of its suppliers, customers, partners, subcontractors and other persons it retains to carry out the activities hereunder, as for its own actions. 7
9. FORCE MAJEURE 9.1. The Parties shall not be held liable for a default or a defective performance of its obligations when caused by a force majeure, and specifically when a force majeure event led to a default or defective performance of the obligations by Interoperating System Operators (ISOs) or third parties whom the Party retained to perform the obligations hereunder. 9.2. The Party claiming a force majeure event shall be obliged to notify the other Party, without undue delay, of the occurrence of a force majeure event, providing appropriate evidence of its occurrence. 9.3. Immediately after the force majeure ends and its consequences are removed, each Party shall, without any additional request, resume the performance of its respective obligations, which was previously suspended due to the occurrence of a force majeure. Immediately upon resuming the performance of its obligations either Party shall notify the other Party thereof. 10. FINAL PROVISIONS 10.1. The Parties agree that in case when any part of the Agreement is found to be invalid or otherwise legally defective, the remaining part of the Agreement shall remain in force. In case of any provisions that are found to be invalid or unenforceable, the Parties shall negotiate in good faith in order to replace such provisions, to the extent practicable, with alternative provisions that are valid and enforceable and reflect the original intentions of the Parties. 10.2. Any amendments to this Agreement shall be executed in writing, otherwise being null and void. The provisions of this clause do not apply to amendments to the Network Code, which shall bind the Parties in accordance with the time limits and principles set forth in the Network Code. 10.3. Any correspondence related to this Agreement shall be delivered to the following addresses: To OSGT: Gas Transmission Operator GAZ-SYSTEM S.A. ul. Mszczonowska 4 02-337 Warszawa fax: (0 22) 220 16 38 To the Shipper:..... fax:. by registered mail, express or courier service, against a confirmation of receipt. The Parties agree fourteen (14) days' response time for official correspondence. 10.4. The payments for the Shipper shall be made to the bank account notified in writing by the Shipper. 10.5. The following individuals shall be authorized to make any declarations related to the performance of this Agreement, save for the right to amend the Agreement: on the part of OSGT: on the part of the Shipper: 10.6. Throughout the term of this Agreement, each Party shall be obliged to notify the other Party of any changes to the details provided in clause 10.3 and clause 10.5. 10.7. The contact details of dispatcher and operation services are provided in Appendix 3. 8
10.8. This agreement has been executed in two (2) counterparts in the Polish language, one for each Party. Signatures of the Parties For OSGT For the Shipper 9