PR16A Darovacia Zmluva Nezriadene VB

Deed of Donation DZ xx/2010/RCx

concluded in terms of Section 628 et seq. of the Commercial Code

The Donor

(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 " Donor")

and

The Donee:

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 "Donee" )

I. Subject-matter of contract

1. The Donor is exclusive owner of the of the gas industry facility („subject of donation"): The Donor acquired the gas industry facility in question on the basis of

2. By the Deed the Donor transfers the gas industry facility specified in paragraph 1 of this article to the Donee without consideration. The Donee accepts the gift with thanks.

II. Contract conditions

1. The Donee hereby undertakes to operate, maintain and repair the donated gas industry facility specified in Article I of this Deed at its own expense and to implement safe and reliable natural gas distribution to offtake points of customers connected to the gas industry facility in accordance with Act No. 656/2004 Coll. on Energy, as amended.

2. The Donor as exclusive owner of GIF that is the subject of this Deed pursuant to Art. I.1 hereof declares that according to Act 595/2003 on Income Taxes, as amended ("ITA") costs of construction of GIF at the Donor are apart of cost of the construction work and were included in costs pursuant to Art. 19 (3)(c) of ITA at the Donor at the time of transfer without consideration.

3. The Donor declares that no third party property rights rest on the donated facility, that the facility was implemented in accordance with project documentation approved by the Donee and under conditions specified in the building permit. The facility was implemented in the period ......

4. The Donor declares that at the date of signature of this Deed no proceedings against him was initiated or threaten to be initiated, which could give rise to doubts on the title of the Donor to the subject of donation or doubts on the right of the Donor to dispose of the subject of donation.

5. The title to the subject of donation is transferred to the Donee at the moment of signing of this Deed by representatives of both parties.

6. On conclusion of this Deed, the Donor handed over to the Donee documentation according to the list of documents that forms Annex No. 1 to this Deed. /Choose from the LIST OF DOCUMENTS (A,B,C) depending on the type of GIF that is the subject of the Deed/.

III. Easement

1. The Donor undertakes to establish at its expense easements in favour of the Donee (according to specimen contracts set out in annex) not later than in six months from the effective date of this Deed and within the same time-limit to submit to the Donee extracts from the certificates of ownership of all land lots crossed by the gas industry facility, specifying in Section "C" Encumbrances the easement in favour of the Donee within the meaning of the Deed on Establishment of Easement or the Deed on Establishment of Easement in Favour of aThird Party. The Specimen Deed on Establishment of Easement as well as the Specimen Deed on Establishment of Easement in Favour of aThird Party are an integral part of this Deed and its annexes.

2. If the Donor does not fulfil the obligation to establish easements in favour of the Donee and submit the extracts from the certificates of ownership according to Article III.1 within the determined time-limit article, the Donee has the right to set up against the Donor the claim for payment of contract fine in amount of € 3,300 for each of the land lots on which the gas industry facility is situated. Together with payment of the contract fine, the Donor is obliged to pay to the Donee all costs incurred by the Donee through violation of the obligation of the Donor according article related to establishment of easement (i.e. costs of elaboration of geometric plans and expert opinions, administrative charges, consideration for establishment of easement, etc.).

3. If the Donee shall be obliged to conclude with the owner(s) of land lot(s) on which the gas industry facility is situated, the Contract on Establishment of Easement before expiration of the time-limit specified in Article III.1. The Donee shall inform about it the Donor who is obliged to develop maximum effort to fulfil its obligation specified in Article III.1 immediately after the delivery of the notice on the part of the Donee. If it is impossible, the Donee undertakes to reimburse to the Donee all costs related to establishment of easement (e.g. costs of elaboration of geometric plans and expert opinions, administrative charges, consideration for establishment of easement, etc).

4. If, for objective reasons, it is impossible to establish the easement to any of land lots on which the gas industry facility specified in Article I of this Deed is located, the Donor is obliged to submit to the Donee the document proving this fact, which shall replace a copy of the respective certificate of ownership with data specified in paragraph 1 of this article.

IV. Value of gift

1. The value of gift is EUR ...... The residual tax value of gift is EUR ......

2. All tax obligations towards the relevant tax authority, resulting from the obligation to pay value added tax in case of donation of the gas industry facility, shall be settled by the Donor.

V. Guarantee for quality

1. The Donor warrants that the subject of this Deed shall be fit for use for the agreed, otherwise usual, purpose and that it shall keep the agreed, otherwise usual, properties during this period.

2. The parties agreed on the guarantee period of 60 months. The guarantee period starts from the date of handing over and taking over of the subject of the Deed. The guarantee period does not run in the period during which the Donee was unable to use the subject of the Deed because of its defects. The guarantee period shall be suspended on the day when the Donee exercises its right to removal of defects (date of delivery of complaint).

3. The guarantee for quality does not apply to defects caused by fault of the Donor or third parties.

4. The Donor undertakes to remove the claimed defect in 3 days from the date of delivery of written complaint, unless the parties agree otherwise.

5. If the Donor does not remove the claimed defect within the determined time-limit, and in urgent cases when it is impossible to wait for removal of the defect by the Donor (the Donee is obliged to consult this matter with the Donor), the Donee has the right to remove the defect alone or to have it removed by athird party. In this case the Donee shall be entitled to payment of costs incurred by removal of the defect on the part of the Donor that the Donor is obliged to reimburse.

6. After the removal of claimed defect the Donor shall draw up the list of implemented works and the revision report, if appropriate, and execute all other acts to make the subject of the Deed of Donation fully functional. The parties shall execute thereport on removal of claimed defects that shall be signed by representatives of both parties.

VI. Final provisions

1. Rights and obligations of the parties not stipulated by this Deed are governed by the provisions of Section 628 et seq. of the Civil Code.

2. The parties declare that they have understood the content of this Deed, that it is concluded voluntarily, that their freedom to contract is not limited whatsoever and that their will if free and serious, which they confirm by their signatures.

3. This Deed is executed in six counterparts, from which the Donor shall receive two and the Donee four counterparts.

4. The Deed enters into force and takes effect when signed by representatives of both parties.

5. An integral part of this Deed is the List of documents concerning the gas industry facility, that forms Annex No. 1 to this Deed, Annex No. 2 Specimen Deed on Establishment of Easement, Annex No. 3 Specimen Deed on Establishment of Easement in Favour of aThird Party.

In , In , ......

For the Donor For the Donee:

LIST OF DOCUMENTS

A/ Technical documentation for high-pressure gas pipeline

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

C/ Technical documentation for regulation stations (RS) to the Deed of Donation

Annex 1

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, 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,

- 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 steel gas pipelines according STN 38 6410 not specified under a),

- Operating log (if the pipeline was already operated).

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.

C/ Technical documentation for regulation stations (RS) to the Deed of Donation

a) Conditional documents:

- Certificate of practical completion, permit for use, report on removal of defects detected by final inspection proceedings

- 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.)

- Building documentation of actual implementation (detail design)

- Design documentation of technological equipment with documents on previous operation;

- Reports on overhauls and tests of RS of dedicated technical equipment;

- Official test certificate for dedicated technical equipment.

Business name: Registered office:

Authorized representative:

Reg. No:

VAT ID:

Tax ID:

Bank (SKK):

Account No:

SWIFT (BIC)

IBAN:

Registration:

SPP - distribúcia, a.s.

Mlynské nivy 44/b 825 11 Bratislava

, on the basis of power of attorney

35 910 739 SK7020000372

2021931109

VÚB, a.s., Bratislava

1119353/0200

SUBASKBX

SK74 0200 0000 0000 0111 9353

The company is entered in the Commercial Register of the District Court

Bratislava I, Section: Sa, file No. 3481/B

Article I.

Subject of the Contract

1. The party obligated from easement is exclusive owner of property – land lots:

- Parcel No: ...... with an area of m2, type of land:...... , that are entered in its favour in CO No...... , kept by the Land Registry Office ...... for cadastral area......

2. The subject of this Contract is the establishment of easement in favour of the party eligible from easement. The easement consists in the obligation of the owner of land lots specified in paragraph 1 of this article:

- To tolerate on these land lots the installation of utility lines (gas industry facilities), their operation and maintenance, and

- To tolerate the crossing and transit of employees and vehicles of the party eligible from easement.

3. The easement consisting in the obligation of the land owner to tolerate the installation of gas industry facilities applies to apart of the property in question within the scope marked in the geometric plan No.
...... elaborated on...... by the geodetic engineering office ......

4. The easement consisting in the obligation to tolerate the crossing and transit of employees and vehicles of the party eligible from easement applies to the whole property in question.