Financial lease agreement between Petrobras Argentina S.A. and TGS dated July 25, 2016.
EXHIBIT 5.1
Financial lease agreement between Petrobras Argentina S.A. and TGS
dated July 25, 2016.
Autonomous
City of Buenos Aires
July
25, 2016
To PETROBRAS ARGENTINA S.A.
Attn. Xxxxxx Xxxxxxxx/Xxxxxx Xxxxxxxx
Dear
Sirs,
We are
writing to you in order to put in this leasing agreement offer (the
“OFFER”) by which PETROBRAS ARGENTINA S.A.
(hereinafter, “PESA”), in its capacity as lessor, shall
grant TRANSPORTADORA DE GAS DEL SUR S.A. (hereinafter,
“TGS”), in its capacity as lessee, the use and
enjoyment with option to purchase in favor of TGS of the property
described in APPENDIX I of this OFFER (the “PROPERTY, PLANT
AND EQUIPMENT”) owned by PESA located at the Natural Gas
Compression and Treating Plant Río Neuquén owned by TGS
(the “PLANT”), and which shall be used by TGS to
provide compression and treating services
(“SERVICES”).
Upon
PESA acceptance, this OFFER shall be governed by the following
terms and conditions:
FIRST CLAUSE
PROPERTY, PLANT AND EQUIPMENT
Coming
into full force and effect as of the Effective Date, PESA shall
transfer to TGS the possession of the PROPERTY, PLANT AND EQUIPMENT
described in APPENDIX I, which were acquired by PESA, for their use
and enjoyment within the PLANT under TGS supervision, at its sole
cost and expense and through third parties hired to this
end.
SECOND CLAUSE
LEASING PAYMENT
2.1. As
of the Effective Date of this OFFER and for the term of nine (9)
years and eleven (11) months (hereinafter, the “LEASING
PAYMENT TERM”), TGS shall pay PESA as consideration for the
use and enjoyment of the PROPERTY, PLANT AND EQUIPMENT a monthly
leasing payment of six hundred twenty three thousand four hundred
fifty seven United States Dollars (USD 623,457) plus VAT plus the
payments established or to be established in the future by the
national and provincial Treasury (hereinafter, the “LEASING
PAYMENT”).
2.2. At
the end of each calendar month, PESA shall issue and give an
invoice to TGS for the LEASING PAYMENT.
2.3.
TGS shall pay the invoices for the LEASING PAYMENT within thirty
(30) consecutive days upon receipt. The place of payment shall be
PESA offices located at Maipú 1, Autonomous City of Buenos
Aires, by check or electronic bank transfer to the account stated
by PESA in Argentine Pesos converted to the offer exchange rate of
the Argentine National Bank (Banco
de la Nación Argentina) prevailing at the closing time
of the business day previous to the payment date.
2.4.
Delay in the invoice payment by TGS shall be considered
automatically and by operation of law, without requiring any prior
judicial or extrajudicial demand. Should delay occur, the unpaid
amounts shall accrue a compensatory interest until their real
payment, which rate shall be equivalent to the 180-day LIBOR rate
plus 500 basis points —source Reuters— prevailing at
the due date.
1
THIRD CLAUSE
OPTION TO PURCHASE
3.1. As
of the expiration date of the LEASING PAYMENT TERM and within the
last thirty (30) days of the TERM, TGS may exercise the option to
purchase of the PROPERTY, PLANT AND EQUIPMENT of PESA (hereinafter,
the “DATE OF PURCHASE”), and the purchase option price
shall be equivalent to six hundred twenty three thousand four
hundred fifty seven United States Dollars (USD 623,457)
—hereinafter, the “PURCHASE PRICE”— plus
VAT plus the payments established or to be established in the
future by the national and provincial Treasury plus
VAT.
3.2.
The transfer of title to the PROPERTY, PLANT AND EQUIPMENT from
PESA to TGS shall take place on the DATE OF PURCHASE, free of taxes
and in good state of preservation and operation for the usual
provision of SERVICES.
3.3.
Upon the transfer of title, the PROPERTY, PLANT AND EQUIPMENT shall
become an integral part of the PLANT owned by TGS.
3.4. On
the DATE OF PURCHASE, PESA shall issue and give an invoice to TGS
for the PURCHASE PRICE plus VAT plus the payments established or to
be established in the future by the national and provincial
Treasury.
3.5.
TGS shall pay the invoice issued by PESA for the PURCHASE PRICE
within five (5) business days upon receipt, according to the
procedure established in Clause 2.3. of this OFFER.
3.6.
The payment of the invoices for the LEASING PAYMENT and/or the
invoice for the PURCHASE PRICE may be subject to compensation under
the terms of Section 921 et seq. of the National Civil and Commercial
Code with the payments made by PESA to TGS for other services
rendered in the PLANT after withholding taxes.
FOURTH CLAUSE
VALIDITY – TERMINATION
4.1.
This OFFER shall come into full force and effect upon PESA
acceptance (hereinafter, “EFFECTIVE DATE”) and shall
remain effective for ten (10) years (hereinafter, the
“TERM”).
4.2.
Upon the expiration of the TERM, PESA shall have no right to claim
TGS the payment of any amount, except for the collection of the
outstanding LEASING PAYMENT and/or PURCHASE PRICE that PESA should
receive by virtue of this OFFER.
4.3.
Rescission – Unilateral Waiver: the PARTIES waive the
provisions of Section 1261 of the National Civil and Commercial
Code.
4.4. In
no case, the PARTIES shall be liable for the loss of profits, fines
and/or penalty clauses suffered by the other PARTY as a consequence
of non-fulfillments under this document.
FIFTH CLAUSE
APPLICABLE LAW – RESOLUTION OF CONFLICTS
In
addition to what is herein stated, this OFFER shall be governed by
the provisions of Chapter 5 “Leasing”, Title IV, of the
National Civil and Commercial Code, and the lease agreement rules
shall be applicable considering the provisions of Section 1250 of
the mentioned code. Any issue arising from its execution,
fulfillment, non-fulfillment or construction shall be resolved by
the PARTIES through a cordial process of negotiation between the
PARTIES within a period of thirty (30) consecutive days, which may
be extended by mutual agreement.
In case
the PARTIES fail to reach an agreement, the dispute or any related
partial aspects unresolved shall be submitted to arbitration with
the Arbitration Court of the Buenos Aires Stock Exchange pursuant
to such court rules. If it is required to institute potential legal
proceedings from the enforcement of the arbitration award, the
National Ordinary Commercial Courts of the Autonomous City of
Buenos Aires, or those courts substituting them in the future,
shall be deemed competent excluding any other jurisdiction they may
have.
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SIXTH CLAUSE
DOMICILES
Every
notice, information, invoice, claim or other communication that
should be sent shall be given in writing. To this end, the PARTIES
establish their respective domiciles at the following addresses
where all given notices shall be deemed valid:
■
PESA domiciled at
Maipú 0, Xxxxx 00, Xxxxxxxxxx Xxxx xx Xxxxxx
Aires.
■
TGS domiciled at
Don Bosco 3672, Floor 7, Autonomous City of Buenos
Aires.
Any of
the PARTIES may modify their domicile giving notice to the other
PARTY ten (10) days in advance.
SEVENTH CLAUSE
ASSIGNMENT
None of
the PARTIES may assign this OFFER, totally or partially, without
the prior written express consent from the other PARTY, which shall
not be refused without reasonable grounds.
Without
prejudice to the preceding, the PARTIES agree that in the event
that PESA totally or partially assigns its interests on the
Assignment of exploitation over the Río Neuquén Area,
PESA may freely assign this OFFER to the potential assignee in the
same proportion as the rights and obligations derived from this
OFFER.
EIGHTH CLAUSE
CONFIDENTIALITY
TGS
undertakes to preserve the confidentiality of all the information
received from PESA, including technical, operating or commercial
data, and any other PESA information related to the PROPERTY, PLANT
AND EQUIPMENT which may be necessary for the provision of SERVICES,
except for public domain information. TGS shall require the written
express consent from PESA to disclose any confidential
information.
For its
part, PESA also undertakes to preserve the confidentiality of all
the information received from TGS, including technical, operating
or commercial data, and any other TGS information related to the
SERVICES and/or the PLANT, except for public domain information.
PESA shall require the written express consent from TGS to disclose
any confidential information.
NINTH CLAUSE
REGISTRATION
For the
purpose of enforceability against third parties, the PARTIES may
register this OFFER with the competent registry in the jurisdiction
which corresponds to the PLANT.
The
present OFFER shall be deemed accepted by PESA in case PESA gives
notice to TGS within thirty days upon receipt indicating the bank
account to which TGS should transfer the LEASING PAYMENT, under the
terms provided in Clause 2.3. of this document.
Yours
sincerely,
XXXXXXXXX
XXXXX, Legal Representative
Xxxxxx
Xxxxxx Xxxxxxx, Legal Representative
TRANSPORTADORA
DE GAS DEL SUR S.A.
3
APPENDIX I
PROPERTY, PLANT AND EQUIPMENT
|
Concept
|
Description
|
Amount (USD)
|
|
Engineering
|
Data collection, haz-op, layout, inspections and trials to
determine equipment and facility condition
|
1,233,182
|
|
Acquisition of materials and equipment
|
Filling of Favra towers
Bundles of air-coolers + retubing E 200 (oil cooler) of Xxxxx
MC
Purchase and assembly of 2 CCMs and 2 SET and XXX SCADA system
adaptation
|
293,557
142,740
1,993,659
37,909
|
|
Works of plant adaptation, tower repair, I&C, etc.
|
I&C (including comp. and AI dryer and A/C
assembly)
Repair of dehydration towers
Purchase and assembly of coalescing filter and compressor suction
leased to Exterran
Plant shutdown and venting adaptation
Supervision
|
615,091
1,019,925
441,520
414,316
209,330
|
|
Assembly of inlet separator + KOD + flare
|
KOD
Flare
Separator SG-01
16" piping for venting syst.
Instruments + valves
Assembly of flare + KOD
Assembly of separator
Inspection of assembly
Engineering
|
147,940
281,500
578,476
73,912
61,803
2,847,700
741,804
79,017
75,751
|
|
Assembly of 3 Exterran MCs
|
Engineering
Materials
Assembly of motor compressors (OPS)
|
44,914
167,430
2,470,859
|
|
New control system
|
Materials and spare parts
Engineering and assembly
|
1,707,173
3,887,589
|
|
|
|
|
|
Xxxxx MC repair and revamping
|
Guascor and Dresser services
Equipment and spare parts
Repairs
Supervision
|
14,845,625
8,995,197
6,368,112
1,410,085
|
|
Total
|
|
51,186,116
|
4
PETROBRAS
Autonomous
City of Buenos Aires
August
11, 2016
Transportadora de Gas del Sur S.A.
Don
Bosco 3672, Floor 7
Autonomous
City of Buenos Aires
Ref.:
Service Offer (the “Offer”)
Dear
Sir/Madam,
I am
writing to you in regard to the service agreement offer we received
from you on July 25, 2016 in order to inform you that Xx.
Xxxxx Xxxxxxxx will be the technical representative for the
purpose of item 1, Appendix B, of the Offer.
Yours
sincerely,
Marcos
Xxxxxxx Xxxxxxx
President
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