No liability for translational mistakes.

Transcription

1 Contract concluded by and between the MAGYAR GÁZ TRANZIT ZRT. AND [...] for MONTHLY CAPACITY BOOKING AND NATURAL GAS TRANSMISSION The original contract is the Hungarian version. No liability for translational mistakes [...]

2 The present Monthly Capacity Booking and Natural Gas Transmission Contract, together with all attached Annexes which form part of it, (hereinafter: Contract) which was concluded on the date set below by and between Magyar Gáz Tranzit Zártkörűen Működő Részvénytársaság Company headquarters: Mailing address: Account-holding financial institution: IBAN account number: SWIFT: Mailing address: Registry court: H-1031 Budapest, Záhony u. 7. B ép. II. em. H-1031 Budapest, Záhony u. 7. B ép. II. em. ERSTE Bank Hungary Zrt. HU GIBAHUHB Company registration number: Tax number: as system operator (hereinafter: Company or MGT) and [...] Company headquarters: [...] Mailing address: [...] Account-holdingfinancial institution: [...] IBAN account number: SWIFT: MVM Kontó Pénzügyi és Számviteli Szolgáltató Központ Zrt., 7031 Paks, Pf Metropolitan Court of Registration, [...] [...] Billing address: [...] Registry court: [...] Company registration number: [...] Tax number: [...] as system user (hereinafter: System User) jointly: Contracting Parties or Parties, or individually: Party under the following conditions. 1. Subject and Scope of the Contract 1.1 Under this Contract (hereinafter: Contract), and during its term, MGT shall ensure for the System User the capacity at the Exit and Entry point(s) specified in Annex 1 of the Contract in the amount specified in Annex By signing this Contract, MGT also provides an opportunity for System User to use the natural gas transmission services specified in Annex 2 to this Contract, the General terms and conditions (hereinafter: GTC), and Annex 3 thereto, the Business Regulations 1/10

3 (hereinafter: BR), the use of which services shall be specifically requested by System User. By signing this Contract, System User shall accept the provisions of the General terms and conditions and the Business Rules as binding upon itself, on the basis of the provisions of Regulation No. 1/2013 of 11 July 2013 of the Hungarian Energy and Public Utility Regulatory Authority on System Charges, and the Conditions for the Application of System Charges (hereinafter: Tariff Decree), and also based on separate legislation under Section 106 of Act XL of 2008 on natural gas supply, and the related provisions of the Operational and Commercial Network Code (hereinafter: Grid Code). 1.3 System User shall conclude a Capacity Booking IT Platform User Agreement (hereinafter: CBIP UA) with the Company, which forms an integral part of this Contract, regarding the use of MGT Capacity Booking IT Platform (hereinafter: CBIP). System User shall request access to MGT CBIP by the date indicated above. The Company provides daily data transfer and platforms to perform activities (capacity request, nomination, allocation, etc.) without charging extra fees. 1.4 Until the 5 th working day prior to the first gas day of the current month, System User shall be obliged to provide the name and ID code of its shipper pair who has a contractual relationship with related system operators, otherwise the Company shall not accept the transmission request. 1.5 The scope of this Contract shall cover the period from 1. [...] :00 a.m. until 1. [...] :00 a.m. 1.6 For issues not covered in this Contract, the prevailing legislation, the Grid Code and the GTC shall be applied. In case of any discrepancy or inconsistency between the provisions of this Contract and the GTC, the provisions of this Contract shall prevail. 2. The Service Fee 2.1 The rules for calculation of fees and the conditions for the use of fees of the services used in 1.1 are contained in the legally effective Tariff Decree on the establishment of the natural gas system charges. If the fees related to natural gas transmission change with respect to the conditions of this Contract, Contracting Parties shall automatically enforce the change by modifying the present Contract in accordance with the effect of the change. 2.2 The rates specified in the Tariff Decree do not include the VAT; the service fee invoices shall be issued in accordance with the provisions of the legally effective Law on Value Added Tax. 2.3 Under this Contract, calculation of fees for services provided by MGT shall be performed as follows: 2.4 Capacity Fee Capacity Fee at the entry point: KD monthly entry = BK Σ *FKD entry* Seasonal factor 2/10

4 where KD monthly entry = Entry capacity fee to be paid (HUF/month) BK Σ : all booked capacity at the entry point (MJ/day), in accordance with Annex 1 FKD entry : the currently effective Specific Annual Capacity Fee at the Slovak/Hungarian cross-border, Balassagyarmat SK>HU entry point (HUF/MJ/day/year). Seasonal factor: according to Section 15 of the Tariff Decree Capacity Fee at the exit point: KD monthly exit = K Σ *FKD exit * Seasonal factor where KD monthly exit = Exit capacity fee to be paid (HUF/month) KK Σ : all booked interruptible capacity at the exit point (MJ/hour), in accordance with Annex 1 FKD exit : the currently effective Specific Annual Capacity Fee at the Slovak/Hungarian cross-border, Balassagyarmat HU>SK entry point (HUF/MJ/hour/year). Seasonal factor: according to Section 15 of the Tariff Decree Transmission fee FD monthly = ΣQ provided *FFD where FD monthly : Monthly transmission fee to be paid (HUF/month) ΣQ provided: The amount of natural gas provided at the exit point between 6.00 a.m. on the first gas day of this Contract and the end of the last gas day of the reference month. FFD: Specific Transmission Fee (HUF/GJ.) Monthly non-interruptible capacity fees applicable to the entry and the exit points are set out in accordance with the Tariff Decree. 3/10

5 2.5 Odorization Fee By signing this Contract, System User shall acknowledge and accept that capacity requests are allocated according to the Grid Code. Given that the natural gas is entered into MGT s system without odorization, and it is supplied to the related system operator without odorization, System User shall not be required to pay odorization fee under this Contract. 3. Invoicing and Payment Related Conditions 3.1 Other fees related to invoicing and payment to be paid by System User under point 2 are included in the GTC and the Grid Code. 3.2 By signing this Contract, MGT informs System User that on the basis of the claim-based lien contract concluded between MGT as pledger and MFB Magyar Fejlesztési Bank Zártkörűen Működő Részvénytársaság (Registered office: H-1051 Budapest, Nádor u. 31; Business Registration Number: ; hereinafter: MFB Zrt) as pledgee, MFB Zrt has established a lien on the fees (hereinafter: Liabilities) due as set out in point 2 of this Contract to MGT under this Agreement. Accordingly, the System User shall be obliged to pay by bank transfer (performance instruction) all Liabilities resulting from this Agreement to the HUF-denominated escrow bank account of MGT held with MFB Zrt under the HUF-denominated account under account number , which account number is managed by Magyar Nemzeti Bank. The System User shall also be obliged to indicate the identification number FHLA in the note field of the payment transfer order By signing this Agreement, the System User declares that it acknowledges the provisions in point 3.2 of this Agreement and shall pay the Liabilities due to MGT laid down by this Agreement by their due date via bank transfer to the escrow bank account of MGT as pledge, held with MFB Zrt as pledgee, under account number , which account number is managed by Magyar Nemzeti Bank, indicating the identification number FHLA in the note field of the payment transfer order The System User declares that it shall make any payment by a method different from those set out in points 3.2 and 3.3 only after the receipt of a joint statement by MGT and MFB Zrt (including the written approval of MGT and MFB Zrt), the waiver of claims of MFB Zrt in favour of MGT, and a credible certificate of termination of the pledge. 4. Contract Related Guarantees 4.1 The System User shall be obliged to ensure the following contractual guarantee(s) and to maintain those continuously during the term of this Contract: (a) Form of the guarantee: bank guarantee 4/10

6 (b) Amount of the guarantee: the total amount of the monthly capacity fee and the transmission fee: KD monthly entry + KD monthly exit + FD monthly. (c) in case System User pays the total amount of the monthly capacity fee by , MGT shall request bank guarantee to the extent of the expected amount of the turnover fee. 4.2 Contracting Parties shall agree that if the amount of the fees payable based on section 2 under the terms of this Contract changes affecting the contractual guarantees, the Contracting Parties shall amend the Contract in accordance with the altered circumstances. 4.3 Making the valid and legally effective contractual guarantees for the current delivery period available to the Company is the condition for the present Contract to come into force. 5. Secondary Capacity Trading 5.1 The System User may pursue secondary capacity trading in accordance with the provisions of the applicable legislation and the Grid Code. The handover and takeover of capacity between the system users concerned is regulated in the capacity trade agreement. 5.2 In order to transfer capacity contracted under this Contract to other system users, the fulfilment of the following conditions is required: (a) (b) (c) (d) the secondary transfer of capacity must take place during the term of this Contract; the receiver of the capacity supplied by the System User must have a Monthly Capacity Booking and Natural Gas Transmission Contract concluded with MGT with an effect for the duration of the capacity intended to receive; the deliverer System User and the recipient must indicate the delivery and receipt intention with the same content at the MGT CBIP, and in this context to acknowledge the secondary capacity trading transaction in the case of a SK>HU transmission direction, System User shall hold an effective KFSZRI contract and other necessary agreements in the system of FGSZ Zrt in order to ensure the transmission of natural gas at the Vecsés interconnection point. 5/10

7 5.3 System User shall acknowledge that buying and selling in the secondary capacity trade in case of both the handover and takeover with respect to MGT will only take effect if the transaction is unanimously announced at the MGT Capacity Booking IT Platform by both the deliverer and the receiver. MGT shall not be liable for any damage occurring as a result of the lack of notification, or of any fault in the transaction which controls the sale of secondary capacity. 6. Rules for the Use of Capacity in the Secondary Capacity Trading 6.1 If the System User which transfers capacity already nominated for the given Gas Day (D), after the transfer has taken place the System User must re-nominate. 6.2 The capacity booking fee must be paid to the Company by the System User which is first to book capacity under this Contract, regardless of the circumstance that the capacity was sold in the secondary trading. Accordingly, the recipient shall not have to pay the capacity booking fee for the received capacities. With respect to the use of the received capacity, the procedure is to act as if the capacity had been committed at MGT by the recipient. 6.3 In accordance with the terms of section 6.2, the recipient of the capacity shall be obliged to pay the following fees and surcharges to the MGT on the basis of the Monthly Capacity Booking and Natural Gas Transmission Contract: (a) (b) the traffic fee specified in the Tariff Decree, surcharge in accordance with the Tariff Decree and the Grid Code, 6/10

8 Liaison 6.4 Contracting Parties shall agree that for all matters related to the performance of the Contract their main units selected for liaison shall be as follows: Regarding contractual issues (a) On behalf of the System User: (b) On behalf of the Company: Regarding operative issues (a) On behalf of the System User: 7/10

9 (b) On behalf of the Company: 6.5 Contracting Parties shall immediately inform one another in writing of any change regarding their contact information. 6.6 Any changes in the data recorded in the company register with respect to the Contracting Parties, in particular, those occurring with respect to the headquarters, representatives, bank account numbers, as well as changes in the data of the organization and the contact persons acting in the course of the conclusion and performance of the contract shall not be considered as an amendment to the Contract. The affected Contracting Party shall be obliged to inform the other Party of the specified changes - depending on the circumstances - either in writing in advance with a 10-day notice, or within 10 days of the occurrence (registration) of the change. 7. Settlement of Disputes Contracting Parties shall attempt to resolve any and all disputes related to the present Contract amicably. In case of disputes which cannot be settled amicably, the Contracting Parties shall apply the exclusive competence of the Permanent Court of Arbitration of Power Engineering which has its seat in Budapest. For issues not covered in this Contract, the legal provisions in force shall prevail. 8. Annexes and Related Documents The following annexes and related documents shall form an integral part of this Contract: Annex 1: Annex 2: Delivery and Receipt Stations and Confirmed Capacities General Terms and Conditions 8/10

10 Annex 3: Annex 4: Business Rules [Guarantees] This Contract was drafted in the Hungarian language and was produced in 2 (two) copies that are identical in each detail; each of the Contracting Parties shall be entitled for 1 (one) copy of it. Budapest, [...] 2015 On behalf of Magyar Gáz Tranzit Zrt. Gyula Meggyes Chief Executive Officer Csaba Nádori Deputy Chief Financial Officer On behalf of the System User: [...] [...] 9/10