ANNEX I TO OFFER JVA 1/2016 R E C I T A L SJoint Venture Agreement • January 5th, 2017 • PCT LLC • Natural gas transmission • New York
WHEREAS, WST S.A. a “sociedad anónima” duly incorporated in Argentina (“WST”), PCT LLC, a limited liability company incorporated in Delaware, United States of America (“PCT”) and Grupo Inversor Petroquimica S.L., a “sociedad limitada” duly incorporated in Spain (“GIP”), respectively (jointly the “Purchasers”), have accepted an offer on July 18, 2016 referenced as “Offer CIESA 1/2016, to enter into a stock purchase agreement (the “SPA”), with Pampa Energía S.A. a “sociedad anónima” duly incorporated in Argentina (“PAMPA”) and Pampa Participaciones S.A., a “sociedad anónima” duly incorporated in Argentina (“PPSA”) and Pampa Inversiones S.A., a “sociedad anónima” duly incorporated in the Republic of Uruguay (“PISA”), and together with PAMPA and PPSA, the “Sellers”), dated as of July 18, 2016 and other ancillary agreements (the “Pampa Transaction Agreements”), to jointly purchase from Sellers directly and indirectly, fifty percent (50%) of the issued and outstanding co-controlling stake of
Itaú Unibanco S.A., Nassau Branch, 31B, Annex Building, 2nd floor East Bay Street, P.O. Box N-3930 Nassau, Bahamas Attention: Maria M. Mattaraia de VincenzoPCT LLC • January 5th, 2017 • Natural gas transmission • New York
WHEREAS, the Borrower has requested that the Lenders provide a term loan facility to the Borrower in order to finance the consummation of, and the payment of fees, costs and expenses incurred in connection with the Tender Offer, and the Lenders have indicated their willingness to make such facility available on the terms and subject to the conditions set forth herein.
The Borrower (as defined in Annex A hereto, “WST”, “we”, “us” or “our”) is pleased to submit to Itaú Unibanco S.A., Nassau Branch (“Itaú”, the “Lender” or “you”) this irrevocable offer (the “Offer WST N°1/2016”, and, once accepted pursuant to its...Credit Agreement • December 30th, 2016 • PCT LLC • New York
CREDIT AGREEMENT, dated as of December 26, 2016, among WST S.A., a sociedad anónima duly organized and validly existing under the laws of Argentina, as borrower (the “Borrower”), and ITAÚ UNIBANCO S.A., NASSAU BRANCH, as lender (the “Lender”).
The Borrower (as defined in Annex A hereto, “GIP”, “we”, “us” or “our”) is pleased to submit to ITAÚ UNIBANCO S.A., NASSAU BRANCH (the “Lender” or “you”) this irrevocable offer (the “Offer GIP N°1/2016”) to enter into the senior secured term loan...Credit Agreement • December 30th, 2016 • PCT LLC • New York
WHEREAS, the Borrower and the Other Tender Offerors have launched the Tender Offer (as defined below) for the acquisition of up to 24.5% of the outstanding capital stock of TGS in accordance with Argentine securities law.
JOINT VENTURE AGREEMENT OFFER LETTERJoint Venture Agreement • December 30th, 2016 • PCT LLC
PCT LLC., a limited liability company incorporated under the laws of Delaware, United States of America (“PCT”) and WST S.A. a “sociedad anónima” duly incorporated in Argentina (“WST” and together with PCT, also referred to jointly, as the “WS Group”), as a result of previous negotiations, hereby irrevocably offer to Grupo Inversor Petroquímica S.L., a sociedad limitada incorporated under the laws of the Kingdom of Spain ( “GIP”) to enter into a joint venture agreement on the terms set out in Annex I hereto (the “Offer”).
