AB Klaipedos nafta negotiating Operations and Maintenance Services Agreement for Brazil LNG terminal
AB Klaipedos nafta (hereinafter – KN) is currently under negotiation with UTE GNA I Geração de Energia S.A. (hereinafter – GNA), for the Operations and Maintenance Services Agreement (hereinafter – Agreement) in connection to GNA’s LNG Terminal, located in Porto do Açu (state of Rio de Janeiro), one of the main port complexes in Brazil, which offers a series of logistics solutions for the Brazilian oil and gas market.
Under such Agreement KN may commit to incorporate a company in Brazil (hereinafter – Brazilian SPV) for the provision of such services. For that reason, KN may need to give a guarantee or guarantees to secure the fulfilment of obligations of the Brazilian SPV to GNA (or its legal successor) under the Agreement for the validity period of the Agreement (issuing a guarantee or guarantees for the entire period of the Agreement or issuing separate guarantees for relevant shorter periods).
It is established that a guarantee or guarantees of KN can be given both as a direct guarantee of KN to GNA (or its legal successor) for the obligations of the Brazilian SPV, and indirectly – KN guaranteeing (also depositing cash or securing in any other way) the fulfilment of obligations of the Brazilian SPV to third parties, which issue guarantees or give other security for fulfilment of obligations of the Brazilian SPV to GNA (or its legal successor) under the Agreement.
It is established that the total maximum amount covered by such guarantees of KN (whether direct or indirect) shall be limited to 100% of the annual income of the Brazilian SPV, generated under the Agreement, consisting of (i) the fixed fee (which changes subject to annual inflation), (ii) the variable fee (depending on the utilization of the terminal and which changes subject to annual inflation), (iii) compensation for incurred expenses (depending on actually incurred expenses of a certain type, that GNA (or its legal successor) compensates under the Agreement) and the total amount of which in one year, as estimated, should not exceed EUR 5 900 000 during the first year of the commercial operations of the terminal as established in the Agreement (without regard to possible foreign exchange fluctuations).
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