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The original contract is the Hungarian version. No liability for translational mistakes.

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The original contract is the Hungarian version.

No liability for translational mistakes.

CONTRACT FOR USING TITLE TRANSFER SERVICES

This contract (hereinafter: the Contract) has been concluded by and between

Magyar Gáz Tranzit Zártkörűen Működő Részvénytársaság

Registered office: H-1031, Budapest, Záhony u. 7/B II.emelet Mailing address: H-1031, Budapest, Záhony u. 7/B II.emelet

Address for receiving invoices: MVM Kontó Pénzügyi és Számviteli Szolgáltató Központ Zrt., H-7031, Paks, Pf. 152

Account keeping bank: Erste Bank Hungary Zrt.

IBAN account number: HU21 11600006-00000000-52492459

SWIFT: GIBAHUHB

Statistical code of the company: 23724411-4950-114-01

Tax number: 23724411-2-44

Court of Registration and Company

Registration Number: Budapest Metropolitan Court as Court of Registration, 01-10-047258

(hereinafter: MGT), on the one part,

and

[...]

Registered office: [...]

Mailing address: [...]

Account keeping bank: [...]

SWIFT (BIC) [...]

IBAN account number: [...]

Address for receiving invoices: [...] Statistical code of the organisation: [...]

Tax number: [...]

Court of Registration and Company

Registration Number: [...]

(hereinafter: the System User), on the other part (hereinafter jointly referred to as the Contracting

(2)

1. Subject and Scope of the Contract

MGT shall provide on-demand title transfer services for the System User, as part of which MGT transfers the right of use over a quantity of natural gas for the System User’s designated partner at the virtual point appointed by the System User in the gas transmission system in accordance with the conditions laid down in Decree No 17/2013 (IV. 30.) of the Minister for National Development on services to be provided by natural gas service operators for a fee and free of charge (hereinafter: the Ministerial Decree), the Business and Commercial Code, the General Terms and Conditions concerning System Use Contracts, and the conditions of this Contract.

The validity period of this Contract is: from [...] to [...].

2. General Terms and Conditions

The Contract is concluded in accordance with the document titled [...], issued as Appendix [...] of the Code of Business Conduct of MGT (hereinafter: the GTC).

By signing the Contract, the System User acknowledges the content of the GTC referred to in this Section and also published on MGT’s website (www.gaztranzit.hu), including subsequently amended and new provisions, accepting and acknowledging the corresponding information from MGT. Furthermore, the System User confirms its consent to be bound by all such learned provisions of the GTC and that it considers all of these as parts of this Contract.

This Contract contains all special terms and conditions or conditions not regulated by the GTC. For issues not regulated in this Contract, the prevailing legislation, the Business and Commercial Code, the Business Code of MGT (approved by the Hungarian Energy and Public Utility Regulatory Authority) and the GTC shall apply.

In the case of any discrepancy or contradiction between this Contract and the GTC, the provisions of this Contract shall be applied.

3. Service fee

The service fee is the fee set in the Ministerial Decree No 17/2013 (IV. 30.). The title transfer fee shall be paid by the System User who transfers the right of use over natural gas to another System User through the Hungarian Gas Balancing Point (MGP). In accordance with the special regulations of the Government Decree No 19/2009 (I.30) (hereinafter: the Implementation Decree) on interconnection points, system operators only accept NOM-type nominations for the Vecsés Interconnection Point, therefore, title transfer does not occur there. The virtual point on the system of MGT is not directly connected to the virtual points located on other systems and complies with Act XL of 2008 on natural gas supply (hereinafter: the NGSA).

(3)

4. Settlement of service fee, invoicing and payment terms

The accounting period is one Gas Month. The basis of settlement shall be the energy value allocated to the TRADE-type nomination rows, as detailed in the Delivery and Acceptance Protocol for each System User. The fee payable shall be determined on the basis of such energy value.

The fee is payable after the month concerned. The fee equals to the energy value recorded in the Protocol multiplied by the title transfer service fee set in the Ministerial Decree.

MGT shall send the preliminary invoice issued on the basis of the preliminary balance to the System User by the 5th working day of the month following the month concerned. The due date of the preliminary invoices shall be the 25th calendar day after the date on which they were issued.

MGT shall prepare the final settlement based on the Delivery and Acceptance Protocol in line with the final balance until the 15th day of the calendar month following the Gas Month. Should it be required to correct the invoice sent in line with the preliminary balance based on the allocation accounts, MGT shall amend it in accordance with the relevant provisions of the VAT Act within 1 working day. The due date of final invoices is the 15th calendar day after the date on which they were issued.

By signing this Contract, MGT informs the System User that by signing the claim-based lien contract between MGT, as pledger, and the MFB Fejlesztési Bank Zártkörűen Működő Részvénytársaság (Registered office: H-1051 Budapest, Nádor u. 31. Business Registration Number: 01-10-041712, hereinafter: MFB Zrt), as pledgee, MFB Zrt. has established a lien on the fees due to MGT specified in Section 3 of this Contract (hereinafter: Claims), according to which the System User shall pay all Claims under this Contract to the HUF escrow bank account of MGT held with MFB Zrt. under account number 14600012-03179039, which account number is managed by Magyar Nemzeti Bank. In the note field of the payment transfer order, the System User shall indicate the identification number FHLA000147.

By signing this Contract, the System User declares that it acknowledges the provisions in Section 4 and shall pay the Liabilities due to MGT laid down by this Contract by the due date via bank transfer to the escrow bank account of MGT, as pledger, held with MFB Zrt., as pledgee, under account number 14600012-03179039, which account number is managed by Magyar Nemzeti Bank, indicating the identification number FHLA000147 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 Section 4 only after receipt of a joint statement by MGT and MFB Zrt. (including the written statement of MGT approved by MFB Zrt. in writing), the waiver of claims of MFB Zrt. in favour of MGT, and a credible certificate of the termination of the lien.

(4)

In accordance with the contract of [...], the System User shall provide a contractual security to MGT as collateral, which shall be valid in regards to and for the period of this Contract.

6. Liaison

The Contracting Parties agree that for all matters relating to the performance of the Contract their main organisational units appointed for liaison shall be as follows:

For contractual issues:

(a) On behalf of System User: Name: [...] Phone: [...] Fax: [...] Mobile: [...] E-mail: [...] Name: [...] Phone: [...] Fax: [...] Mobile: [...] E-mail: [...] (b) On behalf of Company: Name: [...] Phone: [...] Fax: [...] Mobile: [...] E-mail: [...] Name: [...] Phone: [...] Fax: [...] Mobile: [...] E-mail: [...]

For operative issues

(a) On behalf of System User: Name: [...] Phone: [...] Fax: [...] Mobile: [...] E-mail: [...] Name: [...] Phone: [...] Fax: [...] Mobile: [...] E-mail: [...] (b) On behalf of the Company:

(5)

Name: [...] Phone: [...] Fax: [...] Mobile: [...] E-mail: [...] Name: [...] Phone: [...] Fax: [...] Mobile: [...] E-mail: [...]

Any electronic messages concerning the Contract sent to MGT, in addition to the above-mentioned contact person, shall also be sent to the e-mail address [...].

The Contracting Parties shall immediately notify each other of any changes to the person or the contact information (e-mail address, mobile phone number, fax number, address) of their contacts and the deputies thereof (to be notified in the case of contractual and operative matters, and restrictions).

Any changes in the data recorded in the company register with respect to the Contracting Parties, in particular, those concerning their 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 an amendment to the Contract. The affected Contracting Party shall inform the other Party of such changes – depending on the circumstances – either in writing 10 days in advance, or within 10 days of the occurrence (registration) of the change.

7. Dispute settlement

The Contracting Parties shall attempt to resolve any and all disputes relating to this Contract peacefully. In the case of disputes which cannot be settled in a peaceful manner, the Contracting Parties shall submit to the exclusive jurisdiction of the Permanent Court of Arbitration on Energy having its headquarters in Budapest.

Issues not covered in this Contract shall be governed by the provisions of the applicable legislation, in particular the relevant provisions of the Hungarian Civil Code.

Budapest, [*] 2015 ________________________________ Magyar Gáz Tranzit Plc. Represented by: [….] _____________________________ [....] Represented by:[….]

References

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