PR15A Zmluva O Najme Neplatca DPH

Annex No.1

CONTRACT ON LEASE OF GAS INDUSTRY FACILITY

NZ xx/2010/RCx

concluded in terms of Section 663 et seq. of Act No. 40/1964 Coll., Civil Code

between the parties:

The Lessor :

Business name/Name of company:

Registered office:

Represented by:

Reg. No.:

Tax ID:

VAT ID:

Bank:

Account No.:

ABO: IBAN:

SWIFT (BIC):

Entered in the Commercial Register of District Court......

Section:...... , file No.: ......

Legal form:

Or alternatively

Entered in the Trades Register of District Office in......

Trades Register No.:......

Legal form: individual - entrepreneur

(hereinafter "Lessor" )

and

Lessee:

SPP - distribúcia, a.s.

Registered office: Mlynské nivy 44/b

825 11 Bratislava 26

Represented by:......

Reg. No.: 35 910 739

Tax ID: 20 21 931 109

VAT ID: SK 20 21 931 109

Bank /EUR/: VÚB a.s.

Account No.: 1119353 / 0200

IBAN:SK74 0200 0000 0000 0111 9353

SWIFT (BIC): SUBASKBX

Bank /EUR/ : Tatra banka, a.s.

Account No.: 2627712668 / 1100
IBAN:SK64 1100 0000 0026 2771 2668

SWIFT (BIC): TATRSKBX

Entered in the Commercial Register of District Court Bratislava I., section: Sa, file No.: 3481/B

Legal form: joint-stock company

(hereinafter "Lessee" )

I. Subject and purpose of lease

1.1.The Lessoris owner of gas industry facility specified Art. I.2 of this Contract.

The Lessor acquired the gas industry facility on the basis of construction and documents this fact by the Decision of the building authority permitting the use of the construction work (name of construction work according to the certificate of practical completion) No...... of ......

Or alternatively

The Lessor acquired the gas industry facility on the basis of the transfer of the title from the previous owner and documents this fact by the Purchase Contract (or Deed of Donation) No.: ...... of ...... concluded between the Lessor and the former owner.

The Lessor declares that the gas industry facility set out in Art. I.2 of this Contract was implemented in accordance with project documentation (name and number) elaborated by: (name and registered office of designer or designing department), approved by the Lessee, and under conditions specified in the decision of building authority (building permit number) of ...... (date).

1.2.The Lessor lets out to Lessee on lease the following gas industry facility:
For example:

Object C 108

MP gas pipeline

-Gas series Sl PE DN 90 mm Length 104.00 m

-Gas connection PE DN 32 mm Length 9.50 m

-Gas pressure regulator1 pc

The gas industry facility is buried under land lots in the cadastral area (e.g. Mlynárce, municipality of Nitra, Tokajská street 8,10,12.)

1.3.The Lessee takes the gas industry facility specified in Art. 1.2. of this Contract on lease for the purpose of its use for natural gas distribution to offtake points connected to the gas industry facility

II. Rights and obligations of the parties

II. 1. Rights and obligations of the Lessee

II. 1.1. The Lessee has the right to use the gas industry facility specified in Art. I.2 of this Contract.

II.1.2. The Lessee is obliged to carry out activities required for safe operation of the gas industry facility on gas industry facilities specified in Art. I.2 of this Contract at its own expense. The Lessee is particularly obliged to carry out:

a)Maintenance and monitoring of overall condition of the gas industry facility /tours of inspection, inspections of routes of the gas industry facility, leak tests/,

b) Overhauls and tests of gas industry facility,

c)Removal of faults of gas industry facility not requiring the replacement of pipework of the gas pipeline.

11.1.3.The Lessee has the right to carry out, as apart of routine maintenance, interventions into the gas industry facility that are required for repair of faults and restoration of natural gas distribution. Interventions into the gas industry facility outside the routine maintenance as well as alterations of the gas industry facility can only be carried out with prior approval of the Lessor or in case specified in Art. II, par. II.2.2.

11.1.4.The Lessee is obliged to inform the Lessor without undue delay about required repairs of gas industry facility for which the Lessor is responsible (i.e. beyond activities specified in Art. II.1.2 of this Contract).

11.1.5.The Lessee can only implement technical improvements of the leased gas industry facility with prior approval of the Lessor.

The Lessor and the Lessee agree that costs of technical improvements of the leased gas industry facility paid by the Lessee shall be written down by the Lessee. The Lessor undertakes not to increase the input price of leased property by price of technical improvements during the period of lease.

The parties also agree that in case of termination of the lease before expiration of the period of depreciation of technical improvements the Lessor is obliged to pay to the Lessee asum corresponding to the residual tax value of technical improvements, quantified at the date of termination of the lease..

11.1.6.The Lessee is obliged to inform the Lessor upon request about the condition of leased gas industry facilities.

11.1.7.The lessee is not entitled to sublease the leased gas industry facility without prior approval of the Lessor.

II.2. Rights and obligations of the Lessor

11.2.1.The Lessor is obliged to lease out the leased gas industry facility to the Lessee in acondition fit for the agreed or common use.

11.2.2.The Lessor is obliged to repair or cause the repair (hereinafter "repair") of gas industry facility, with the exception of cases defined in Article II.1.2 (c) of the Contract, where the Lessee is responsible for the repair (i.e. removal of faults of the gas industry facility not requiring the replacement of pipework of the gas pipeline)

Unless the Lessee and the Lessor agree otherwise, the Lessor is obliged to repair the gas industry facility not later than in 3 days from the date of notice of its need.

11.2.1.

If the Lessor fails to make a repair within this time-limit, the Lessee has the right to implement such repair and the Lessor is obliged to reimburse to the Lessee costs incurred by the latter through repair of the gas industry facility.

11.2.3.The Lessor is obliged to ensure undisturbed use of gas industry facility by the Lessee and provide the Lessee with required support /digging up permit, land access permit, etc./.

11.2.4.The Lessor is obliged to provide to the Lessee and his authorized representatives access to land and premises where the gas industry facility is situated, also with required transport means.

11.2.5. On conclusion of the Contract, the Lessor handed over, according to the list of documents, documentation that forms an integral part of this Contract as Annex No. 1.

/ The presenterwill choose the LIST OF DOCUMENTS (A,B,D,) from Annex No.1 by type of GIF being the subject of lease /.

III. Rent

III. 1. The rent was fixed in accordance with Act No. 18/1996 Coll. on Prices, as amended, by agreement of the parties at the amount of EUR (in word: EUR) per year. VAT shall be applied to such fixed rent according to valid legal regulations. The amount of rent cannot be changed during the term of this Contract, unless the Lessor and the Lessee agree otherwise.

111.2.The rent is paid once per year in arrears, always for the elapsed calendar year. If the lease is established or terminated during the calendar year, the Lessor is entitled to the aliquot part of the rent in the amount of 1/12 for each started calendar month.

111.3.The Lesseeis obliged to pay the agreed rent on the basis of invoiceissued by the Lessor. The Lessor is obliged to issue the invoice not later than on the 15th day of calendar year following the year of lease.

111.4.Bank fees of the Lessee shall be borne by the Lessee and bank fees of the Lessor shall be borne by the Lessor.

111.5.Amounts due shall be paid in the currency EUR.

111.6.Both parties exclude the assignment of aclaim / debt without previous written agreement.

IV. Billing and payment conditions

IV.1. Beside of conditions laid down by valid legal regulation, each invoice has to contain:

- Information that it is an invoice;

- Registrations number of both parties;

- Number of contract/order of the Purchaser;

- Date of sending of invoice;

- Maturity date;

- Constant symbol;

- Form of payment (by transfer order);

- Total amount of payment;

- Sum payable;

- Name, signature and telephone number of responsible employee of the issuer;

- Stamp of the issuer of invoice;

- Place of performance of the contract;

- Bank data of both parties in the form ABO, IBAN and SWIFT.

IV.2.The bank data of the Lessor in the form ABO and in the form IBAN + SWIFT (BIC) stated in the invoice must be identical with bank data agreed in the contract. Otherwise the Lessee has the right to pay the charged sum to bank account stated in the invoice. In this case the Lessee is not liable for damage that can the Lessor suffer by incorrectly addressed payment.

IV.3.If the invoice does not fulfil the requirements agreed in the contract, the Lessee has the right to return the invoice to the Lessor without payment. In this case the Lessor has not the right to impose sanctions on the Lessee for late payment of financial obligation, but it is obliged to issue a new invoice with data corresponding to the provisions of the contract and with new maturity date.

IV.4.Each invoice shall be issued and delivered to the address of the registered office of the Lessee.

IV.5.The agreed term for payment of invoices, debit notes and credit notes is 60 days from the date of delivery of invoice to the other party. If the last day of the term for payment falls on Saturday, Sunday or public holiday according to the Slovak calendar, the following first working day shall be accepted by the contracting partner as the day of fulfilment of financial obligation under the same agreed price and payment terms and conditions.

IV.6.The day of fulfilment of financial obligation is the day when the amount due is debited from the account of the Lessee in favour of account of the Lessor.

IV.7In case of late payment the Lessor has the right to charge to the Lessee default interest in amount of 0.02% of the due amount for each day of delay.

V. Conditions of use of facility

IV.1. The Lessee has the right to connect other customers to the leased facility during the period of lease.

IV.2. The Lessor grants to the Lessee access to its land on which the facility is situated, for the purposes of inspection and maintenance of the facility.

IV.3. The Lessor declares that it has established easements authorizing the Lessor to keep the gas industry facility on land where it is situated. In case of sale of gas industry facility to the Lessee the Lessor undertakes to immediately and gratuitously assign the rights from existing contracts on establishment of easements to the Lessee as at the effective date of the purchase contract, or to cause the owners of land, on which the gas industry facility is situated, to gratuitously conclude with the Lessee the contracts on establishment of easements, granting to the Lessee the right to keep and operate the gas industry facility on this land and to enter the affected land for the purposes of maintenance, repairs and reconstruction of the gas industry facility.

VI. Final provisions

VI.1. This Contract is concluded for an indefinite period of time.

VI.2. The parties agree that either party can only terminate this Contract for reasons consisting in the violation of agreed obligations resulting from this Contract. The notice shall be given in writing and delivered to the other party. The period of notice is 12 months and starts from the first day of calendar month following the delivery of the notice to the other party.

VI.3. The parties declare that they are aware that in case of termination of lease the right of the Lessee to use the facility shall expire and that the Lessee shall no more be able to distribute natural gas to offtake points connected to this facility.

VI.4. In case of alienation of the gas industry facility specified in Art. I of this Contract the Lessor undertakes to first offer it to the Lessee for purchase price set out in Art. VI.5 of this Contract. This obligation of the Lessor shall be valid during the whole period of lease. If the Lessee decides to use the pre-emption right, it is obliged to conclude with the Lessor the Purchase Contract with wording according to Annex No. 2 not later 30 days from the date of delivery of the Lessor´s offer, otherwise the pre-emption right shall expire.

VI.5. The Lessor undertakes to conclude with the Lessee, under the conditions specified in this paragraph, in the future the Purchase Contract on the sale of gas industry facility specified in Art. I of this Contract for purchase price determined as difference between the agreed price of EUR ...... (in word: ...... ) excluding VAT and the sum of rent paid by the Lessee until the date of conclusion of the Purchase Contract. The parties agree that the Lessor´s obligation to conclude with the Lessee the Purchase Contract with wording according to Annex No. 2 of this Contract shall be valid during the period of 5 years from conclusion of this Contract. The Lessor is obliged to conclude the Purchase Contract with the Lessee not later than 30 days from the date of delivery of the Lessee´s request for its conclusion. The request for conclusion of the Purchase Contract shall be made in writing and delivered to the Lessor.

VI.6. The parties agree that in case of conclusion of the Purchase Contract according to the previous provisions of this article, the Lessor shall provide the Lessee with guarantee for quality of the gas industry facility. The length of the guarantee period shall be determined by deducting the period, during which the Lessee used the gas industry facility under the Lease Contract, from the period of 60 months.

VI.7. Rights and obligations not stipulated by this Contract shall be governed by applicable provisions of the Civil Code and by provisions of other generally binding legal regulations.

VI.8. The parties declare that they have read the Contract, understood its content and conclude it voluntarily, in witness whereof they append their signatures.

VI.9. The parties regard the content of this Contract as confidential and undertake not to disclose information contained herein to athird party.

VI.10. This Contract is executed in six counterparts, from which for the Lessor shall receive two and the Lessee four counterparts.

VI.11. The Contract enters into force when signed by both parties and takes effect on ......

or alternatively

The Contract enters into force and takes effect when signed by both parties.

VI.12. This Contract can only be modified and supplemented by written amendments signed by representatives of both parties.

VI.13. An integral part of this Contract is the List of documents related to gas industry facility that forms Annex No. 1 to this Contract and the Purchase Contract that form Annex No. 2 to this Contract.

...... , ...... , ......

PlaceDatePlaceDate

The Lessor: The Lessee:

LIST OF DOCUMENTS

A/ Technical documentation for high-pressure gas pipeline

B/ Technical documentation for MP and LP gas pipelines (steel + PE)

D/ Technical documentation for regulation stations (RS) to the Contract on Lease of GIF

Annex No. 1

A/A/ Technical documentation for high-pressure gas pipeline

a)Conditional documents

-Report on takeover of the pipeline according to paragraph 10.1 of standard STN 38 6410, congaing at least the following documents:

-Building permit

-Confirmed project documentation for implementation (detail design) with marking of

changes

-Report on initial revision of gas pipeline and connection

-Pressure test report

-Geodetic survey of actually implemented construction works in digital form,

-Written approval of owners of affected underground facilities and owners or administrators of railways, sidings, roads and watercourses to the method of implementation of parallel construction works and their crossing

-Report on gas filling and commissioning of the pipeline

-Certificate of practical completion

-Official test certificate (Decree of MLSAF SR No. 718/2002),

-Report from the last valid test and overhaul.

b)Other documents

-Documents of the report on takeover of the pipeline according to 10.1 of standard STN 38 6410, not specified under a),

-Local operating regulations according to Art. II of standard STN 38 6405,

-Operating diary (if the pipeline was commissioned).

B/ Technical documentation for MP and LP gas pipelines (steel + PE)

a) Conditional documents

-Report on takeover of the pipeline with documents for steel gas pipelines and connections according to STN 38413, Annex D, and for PE gas pipelines and connections according to STN 38 6415, Annex C, containing at least the following documents:

-Building permit

-Confirmed project documentation for implementation (detail design) with marking of

changes

-Report on initial revision of gas pipeline and connection

-Pressure test report

-Geodetic survey of actually implemented construction works in digital form,

-Certificate of practical completion

-Official test certificate (Decree of MLSAF SR No. 718/2002),

-Report from the last valid test and overhaul.

c) Other documents

-Documents of the report on takeover of steel gas pipelines according STN 38 6413, Annex D, and for PE gas pipelines and connections according STN 38 6415, Annex C, not specified under a),

-Local operating regulations according to Art. II of standard STN 38 6405.

D/ Technical documentation for regulation stations (RS) to Contract on Lease of GIF

a) Conditional documents:

-Geodetic survey of RS in JTSK, including the location of gates in front of and behind RS and related facilities (fence, el. connection, grounding system, access road, etc.)

-Copy of design documentation of technological equipment with documents on previous operation;

-Copy of reports on overhauls and tests of RS of dedicated technical equipment;

-Copy of official test certificate for dedicated technical equipment.

Annex No. 2

PURCHASE CONTRACT

In terms ofSection 409 et seq. of the Commercial Code

KZ xx/2010/RCx