EX-4.1 4 tm214044d1_ex4-1.htm EXHIBIT 4.1

 

Exhibit 4.1

 

TECHNICAL CONDITIONS FOR THE EXTENSION

 

The Organismo Regulador del Sistema Nacional de Aeropuertos (hereinafter called, ORSNA), represented in this act by its President Carlos Pedro Mario Aníbal Lugones Aignase and its Vice- president Fernando Muriel, and the Concessionaire Aeropuertos Argentina 2000 S.A. (hereinafter called, indistinctly, “the Concessionaire” or “AA2000”), represented in this act by its President Eng. Martín Antranik Eurnekian, both jointly called, “the Parties” meet to set forth the technical conditions for the Extension of the Concessions of the airports that are part of Group “A” of the National Airport System.

 

FIRST: CONCESSION PERIOD

 

Pursuant to the contract structure of the Concession, the ORSNA recommends the National Executive Power to extend the concession period for TEN (10) years, which shall thus expire on February 13, 2038.

 

SECOND: NECESSARY INFRASTRUCTURE

 

2.1  Given the need for short and medium term investments in airport infrastructure to strengthen the airport system, a non-excluding preliminary list of tentative projects and works (Annex I) is attached hereto. The ORSNA will prioritize the different items in this project bank and will decide the works that will be carried out in each period, pursuant to the financial goals set forth in the Economic- Financial Equation of the Concession. As regards the sources of funding for needed investments, the parties have made the following considerations:

 

2.1.1         The Concessionaire undertakes the commitment to assign a volume of funds amounting to USD 132 million (including VAT) as direct investment to cover unpaid expenses for physical progress certifications, to complete in 2020 and 2021 ongoing works currently considered as direct investment which are deemed necessary by the ORSNA, and to pay the VAT corresponding to unpaid certificates of works carried out with funds of the “Trust Fund for Works of Group A of Airports of the National Airport System”, of the “Additional Fund for Substantial Investments in Group A of Airports” and of the “Specific Trust fund for Works if the 2012 Project Bank.”

 

2.1.2         The Concessionaire promises to do its best effort and to contribute all expertise at hand to get the greatest leverage possible to obtain before 12/31/2021 funding that enables the company to have an early influx of up to USD 85 million in the “Trust Fund for Works of Group A of Airports of the National Airport System.” This volume shall neither include the balances of such account accrued up to December 2020 nor any income generated by other alternative sources other than aforementioned ones.

 

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2.1.3         The Concessionaire promises to do its best effort and to contribute all expertise at hand to get the greatest leverage possible to obtain before 12/31/2021 funding that enables the company to have an early influx of up to USD 124 million in the “Additional Fund for Substantial Investments in Group A of Airports”. This volume shall neither include the balances of such account accrued up to December 2020 nor any income generated by other alternative sources other than aforementioned ones.

 

2.1.4         The Concessionaire promises to have before 03/31/2022 a volume of funds amounting to USD 406.5 million (VAT included). Such funds shall be used for the following purposes: (I) works considered as direct investment, to be carried out preferably during 2022/2023 and (ii) redemption of preferred shares of the National State performed by the Concessionaire before 03/31/2022, which shall be specifically allocated to airport infrastructure investments, as established in Decree 1799/07.

 

2.1.5         The Concessionaire undertakes the commitment to make Direct Investments for USD 200 million (VAT included) between the years 2024 and 2027 inclusive, at a rate of USD 50 million a year. This volume of investment shall be complementary to any Direct Investment balance carried forward from the 2021/2023 period, pursuant to the provisions of items 2.1.1) and 2.1.4) above, which are pending of execution by 2024.

 

2.1.6         Direct Investments for the 2028/2038 period shall be defined by the operative needs of the system and the balance of the concession.

 

2.2. With the purpose of providing an incentive to execute additional works, within the framework of the provisions of Clause 18 of the Memorandum of Agreement for Contract Renegotiation approved by Decree No 1799, of December 4, 2007 of the National Executive Power, the ORSNA may authorize the Concessionaire to execute contracts with third parties for a term longer than the term of effect of the Concession, as long as such term is justified by the magnitude of the investment and repayment thereof, and the Grantor or any person appointed by it may be subrogated to all rights and obligations of the Concessionaire at the end of the Concession.

 

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THIRD: ECONOMIC-FINANCIAL EQUATION OF THE CONCESSION.

 

The indicative and conceptual REVENUE AND EXPENDITURE FINANCIAL PROJECTION OF THE CONCESSION (REFP) up to the year 2038 is attached hereto as Annex II.

 

The airport charges established in such financial projection aim to keep the balance of the Economic- Financial Equation of the Concession and the decision related to the final charges to be applied shall be based upon the Review Mechanism duly established and used by the ORSNA.

 

Financial obligations for March 2022, as stated in the previous clause, may be extended to December 2022, provided that there are external reasons not related to the parties that duly justify such extension, pursuant to ORSNA’s resolution, without detriment to the Investment commitments undertaken by the Concessionaire, which shall remain unaltered.

 

FOURTH: EXCLUSIVITY

 

4.1.          Pursuant to the provisions of clause 5.2 of the Concession Contract approved by Decree No 163 of the National Executive Power, of February 13, 1998, the exclusivity conferred pursuant to the provisions of clauses 3.11 and 4.1 of the Concession Contract shall be kept during the term of extension of the concession, with the following exceptions:

 

4.1.1.   Airport influence areas in the interior of the country shall no longer be applicable. This provision does not include the Metropolitan Region of Buenos Aires (RMBA, as per the acronym in Spanish), which comprises the airports of Ezeiza, Aeroparque, San Fernando and El Palomar. Exclusivity for fiscal warehouse activities in the airport influence areas shall be kept in all the national territory.

 

4.1.2   New airport infrastructure projects in the Río de la Plata promoted by the National Public Sector, as stated in section 8 of Law 24 156, shall not be subject to exclusivity and included in the airport influence area when such activities cannot be funded and operated by the Concessionaire due to the characteristics thereof.

 

For such purposes, the ORSNA shall assess, after receiving the corresponding report from the Concessionaire, the possibility to carry out the project according to the provisions of clauses 4.3 or 4.4 of the Concession Contract.

 

4.1.3   Intercargo S.A. shall keep the concession of ground handling services, and shall thus pay the Concessionaire the agreed fees and prices. If the National State decides to terminate, cancel or conclude the concession contract for the service rendered by Intercargo S.A., the concession for such services shall be transferred to the Concessionaire, who shall render the services on its own or through a third party or parties hired for that purpose.

 

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FIFTH: MAINTENANCE OF THE STATE’S SHARE OWNERSHIP.

 

The National State shall keep its 15% share of Aeropuertos Argentina 2000 S.A.’s ordinary capital and shall hold its rights to such shares up to the end of the Concession period, also keeping the intangibility of such shares with no need to pay any compensation whatsoever to the Concessionaire for them.

 

SIXTH: WAIVER OF CLAIMS

 

Within TEN (10) working days of the effective date of the present Agreement,

 

6.1.The Concessionaire shall prove its waiver of all claims, remedies and filed or ongoing lawsuits against the National State and/or its decentralized entities, both in administrative, arbitration or court proceedings, for any cause or, if applicable, it shall demonstrate it has obtained the corresponding judicial approval whenever the parties involved deem it necessary.

 

6.1.1.   Such waiver shall not imply an acknowledgment of the situation that originated the claim, remedy or lawsuit. In the specific case of fines imposed to the Concessionaire, in connection to which the Concessionaire has filed claims and/or legal proceedings, such actions shall be waived for the purpose of granting the extension that is the object of the present Agreement, and this waiver shall not be understood as an acknowledgment of the legitimacy of such fines.

 

6.1.2.   The waiver or judicial approval shall include a request that each party bears its own costs.

 

6.2.The Concessionaire shall submit to the ORSNA the duly certified and legalized instruments that expressly and fully state the waiver of rights and actions pursuant to the provisions of the preceding paragraph.

 

6.3.If upon the end of the term established in clause SIX the Concessionaire has not submitted proof of the corresponding waiver or judicial approval, the ORSNA shall cancel the application of the present Agreement. In such case, the ORSNA shall notify the Concessionaire of the breach and demand compliance with the committed waiver within a new term of 15 (fifteen) days.

 

6.4.After this term and upon failure by the Concessionaire to submit proof of the committed waivers or, if applicable, the corresponding judicial approval, the ORSNA may withdraw from the agreement for a cause attributable to the Concessionaire.

 

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SEVENTH: TERM OF EFFECT.

 

7.1.The following conditions are necessary for this Agreement to be effective:

 

7.1.1.        The submission of the Concessionaire’s Minutes of the Meeting of the Board of Directors approving and authorizing the execution of the present Agreement.

 

7.1.2.  The decision by the National Executive Power to issue a decree approving the extension of the Concession period in the conditions established herein and approving the present Agreement.

 

7.2          The Concessionaire hereby acknowledges and accepts that the extension is a discretionary decision of the National Executive Power and thus the Concessionaire expressly accepts that, if the National Executive Power decides not to extend the concession, the Concessionaire shall not be entitled to any compensation whatsoever for this reason.

 

7.3           Upon breach by the Concessionaire of the technical conditions established herein, the corresponding penalties established in the Concession Contract (Decree No 163/98) and the Memorandum of Agreement for Contract Renegotiation (Decree No 1799/07) shall be applied.

 

[Illegible signature] [Illegible signature] [Illegible signature]
M. EURNEKIAN MURIEL LUGONES

 

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ANNEX

 

 

PRELIMINARY LIST OF WORKS AND PROJECTS - GROUP A OF THE NATIONAL AIRPORT SYSTEM

 

AEROPARQUE INSTALLATION OF 400 HZ CONVERTERS
   
AEROPARQUE CCTV SYSTEM AND PERIMETER INTRUSION DETECTION SYSTEM
   
AEROPARQUE FIRE PROTECTION SYSTEM REFURBISHMENT FOR BUILDINGS II, V AND VI - DETECTION SYSTEM
   
AEROPARQUE CONSTRUCTION OF NEW NORTHERN APRON - STAGE 1
   
AEROPARQUE SECTOR C RELOCATION WORKS - PASSENGER TERMINAL
   
AEROPARQUE SECTOR C DEMOLITION
   
AEROPARQUE SOUTHERN APRON EXPANSION - STAGE 2
   
AEROPARQUE CHECK-IN AREA EXPANSION
   
AEROPARQUE SEWERAGE NETWORK
   
AEROPARQUE SUPPORT SERVICE INFRASTRUCTURE
   
AEROPARQUE NEW PAMPA - CHARLIE ENTRY STATION
   
AEROPARQUE GAS NETWORK READJUSTMENT
   
AEROPARQUE PASSENGER TERMINAL EXPANSION
   
AEROPARQUE NEW TCA BUILDING / GROUND HANDLING SERVICES
   
AEROPARQUE SOUTHERN APRON EXPANSION - STAGE 3
   
AEROPARQUE NEW INSPECTION STATION PSA - DOMESTIC FLIGHT DEPARTURES
   
AEROPARQUE NORTHERN COASTAL LANDFILL
   
AEROPARQUE RAILWAY TRANSPORT CONNECTION (PEOPLE MOVER)
   
AEROPARQUE NORTHERN MULTILEVEL PARKING LOT
   
AEROPARQUE NORTHERN SERVICE AREAS
   
AEROPARQUE INTERNAL ROADS
   
AEROPARQUE NEW TAXIWAYS AND NORTHERN APRON
   
AEROPARQUE RUNWAY STRIP - NORTH SECTOR
   
BARILOCHE FIRE PROTECTION SYSTEM
   
BARILOCHE ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT
   
BARILOCHE REMOTE APRON EXPANSION
   
BARILOCHE NEW WEATHER STATION
   
BARILOCHE PASSENGER TERMINAL EXPANSION

 

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BARILOCHE MAINTENANCE/SERVICE INFRASTRUCTURE
   
BARILOCHE VEHICULAR PARKING LOT EXPANSION
   
BARILOCHE COMMERCIAL APRON EXPANSION
   
BARILOCHE RUNWAY - TAXIWAY - APRON PAVEMENT RENEWAL
   
CATAMARCA APPROACH LIGHTING SYSTEM
   
CATAMARCA PASSENGER TERMINAL RENOVATION
   
CATAMARCA VEHICULAR PARKING LOT
   
CATAMARCA SEWAGE TREATMENT PLANT
   
CATAMARCA RUNWAY, TAXIWAYS AND APRON
   
C. RIVADAVIA NEW WEATHER STATION
   
C. RIVADAVIA APRON EXPANSION
   
CÓRDOBA AIRFIELD LIGHTING SYSTEM, RUNWAY 18-36 - ALPHA, SOUTH AND BRAVO
  TAXIWAYS
   
CÓRDOBA   PARKING LOT EXPANSION
   
CÓRDOBA   ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT
   
CÓRDOBA   NEW TAXIWAY PARALLEL TO RUNWAY END 18
   
CÓRDOBA   COMMERCIAL APRON EXPANSION
   
CÓRDOBA   PASSENGER TERMINAL EXPANSION
   
CÓRDOBA   FULL RENOVATION OF COMMERCIAL APRON LIGHTING SYSTEM
   
CÓRDOBA   NEW PARALLEL TAXIWAY AIRFIELD LIGHTING
   
CÓRDOBA   NEW S.E.I. BUILDING
   
CÓRDOBA   APPROACH LIGHTING SYSTEM - CAB. 23
   
CÓRDOBA   MAINTENANCE/SERVICE INFRASTRUCTURE
   
ESQUEL   APPROACH LIGHTING SYSTEM
   
ESQUEL   NEW PASSENGER TERMINAL / TWR (CONSTRUCTION WORKS)
   
ESQUEL   NEW PARKING LOT
   
ESQUEL   SEWAGE TREATMENT PLANT
   
ESQUEL   RUNWAY - TAXIWAY - APRON PAVEMENT RENEWAL
   
EZEIZA   RUNWAY 11-29 RESTORATION - STAGE 2
   
EZEIZA   RUNWAY 11-29 AIRFIELD LIGHTING SYSTEM
   
EZEIZA   HOTEL TAXIWAY RESTORATION
   
EZEIZA   HOTEL TAXIWAY AIRFIELD LIGHTING SYSTEM READJUSTMENT
   
EZEIZA   HOTEL TAXIWAY EDGE AIRFIELD LIGHTING SYSTEM
   
EZEIZA FULL ALPHA, CENTERLINE TAXIWAY REPAVING

 

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EZEIZA GOLF TAXIWAY ADJUSTMENT FOR AIRCRAFT APRON (SECTOR 5)
   
EZEIZA NEW TAXIWAYS (RAPID EXITS 11-29)
   
EZEIZA NEW ALS SYSTEM (720 m) IN RUNWAY END 17
   
EZEIZA AIRFIELD LIGHTING RING - STAGE III
   
EZEIZA EXPANSION OF CCTV SYSTEM, BRIDGES AND OPERATIVE APRON
   
EZEIZA NEW TAXIWAY PARALLEL TO RUNWAY END 35
   
EZEIZA NEW WEATHER STATION
   
EZEIZA RUNWAY 17/35 RESTORATION - STAGE 2
   
EZEIZA BRITE SYSTEM REPLACEMENT FOR AGLAS SYSTEM
   
EZEIZA FIRE PROTECTION SYSTEM INSTALLATION / EVACUATION FACILITIES - TERMINAL A 
   
EZEIZA ROADWAY SYSTEM
   
EZEIZA PASSENGER TERMINAL EXPANSION
   
EZEIZA APRON EXPANSION
   
EZEIZA FUEL NETWORK EXPANSION
   
EZEIZA SUPPORT SERVICE INFRASTRUCTURE
   
FORMOSA RUNWAY EXPANSION AND REINFORCEMENT
   
FORMOSA NEW AIRFIELD LIGHTING SYSTEM
   
FORMOSA NEW WEATHER STATION
   
FORMOSA PASSENGER TERMINAL
   
GRAL PICO FIRE PROTECTION SYSTEM
   
GRAL PICO MOVEMENT AREA PAVEMENT RENEWAL
   
IGUAZÚ NEW PASSENGER TERMINAL
   
IGUAZÚ GENERAL AVIATION APRON EXPANSION
   
IGUAZÚ NEW TREATMENT PLANT
   
JUJUY NEW PASSENGER TERMINAL
   
JUJUY NEW CONTROL TOWER AND OPERATIONS BUILDING
   
JUJUY VEHICULAR PARKING LOT AND ROADWAYS
   
JUJUY MOVEMENT AREA PAVEMENT RENEWAL
   
LA RIOJA NEW AIRFIELD LIGHTING SYSTEM
   
LA RIOJA NEW PASSENGER TERMINAL
   
LA RIOJA COMMERCIAL APRON EXPANSION
   
LA RIOJA NEW VEHICULAR PARKING LOT
   
LA RIOJA RUNWAY AND TAXIWAY REINFORCEMENT

 

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MALARGÜE RUNWAY REPAVING
   
MALARGÜE FIRE PROTECTION SYSTEM
   
MALARGÜE AIRFIELD LIGHTING SYSTEM
   
MAR DEL PLATA APPROACH LIGHTING SYSTEM
   
MAR DEL PLATA MOVEMENT AREA PAVEMENT RENEWAL
   
MENDOZA PASSENGER TERMINAL RENOVATION
   
MENDOZA NEW TREATMENT PLANT
   
PARANÁ NEW AIRFIELD LIGHTING SYSTEM
   
PARANÁ RUNWAY REPAVING
   
PARANÁ APPROACH LIGHTING SYSTEM
   
PARANÁ FIRE PROTECTION SYSTEM
   
PARANÁ PASSENGER TERMINAL RENOVATION
   
POSADAS RUNWAY, APRON AND TAXIWAY REPAVING
   
POSADAS RUNWAY STRIP LEVELLING WITH SOIL STABILIZATION IN RUNWAY AND TAXIWAYS
   
POSADAS NEW AIRFIELD LIGHTING SYSTEM
   
POSADAS PASSENGER TERMINAL
   
POSADAS VEHICULAR PARKING LOT
   
PUERTO MADRYN MOVEMENT AREA PAVEMENT RENEWAL
   
PUERTO MADRYN PASSENGER TERMINAL RENOVATION
   
RECONQUISTA ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT
   
RECONQUISTA FIRE PROTECTION SYSTEM
   
RECONQUISTA MOVEMENT AREA PAVEMENT RENEWAL
   
RECONQUISTA PASSENGER TERMINAL RENOVATION
   
RESISTENCIA PASSENGER TERMINAL RENOVATION
   
RESISTENCIA FIRE PROTECTION SYSTEM
   
RESISTENCIA MAIN TAXIWAY RECONSTRUCTION
   
RESISTENCIA NEW WEATHER STATION
   
RESISTENCIA MOVEMENT AREA PAVEMENT RENEWAL
   
RÍO CUARTO ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT
   
RÍO CUARTO FIRE PROTECTION SYSTEM
   
RÍO CUARTO APPROACH LIGHTING SYSTEM + P.A.P.I.
   
RÍO CUARTO MOVEMENT AREA PAVEMENT RENEWAL
   
RÍO GALLEGOS NEW WEATHER STATION

 

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RÍO GALLEGOS APPROACH LIGHTING SYSTEM EXPANSION AND ENHANCEMENT
   
RÍO GALLEGOS MOVEMENT AREA PAVEMENT RENEWAL
   
RÍO GALLEGOS PASSENGER TERMINAL RENOVATION
   
RÍO GRANDE NEW ATMOSPHERIC DISCHARGE SYSTEM
   
RÍO GRANDE APPROACH LIGHTING SYSTEM
   
RÍO GRANDE MOVEMENT AREA PAVEMENT RENEWAL
   
RÍO GRANDE PASSENGER TERMINAL RENOVATION
   
SALTA FIRE PROTECTION SYSTEM
   
SALTA VEHICULAR PARKING LOT AND ROADWAY EXPANSION - STAGE 1
   
SALTA ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT
   
SALTA APRON RECONDITIONING
   
SALTA NEW WEATHER STATION
   
SALTA NEW REGULATOR ROOM
   
SALTA PASSENGER TERMINAL EXPANSION
   
SALTA MOVEMENT AREA PAVEMENT RENEWAL
   
SAN FERNANDO NEW S.E.I. BUILDING
   
SAN FERNANDO NEW CONTROL TOWER
   
SAN FERNANDO COMMERCIAL APRON EXPANSION
   
SAN FERNANDO NEW WEATHER STATION
   
SAN FERNANDO CCTV SYSTEM AND PERIMETER INTRUSION DETECTION SYSTEM
   
SAN FERNANDO SANITATION INFRASTRUCTURE
   
SAN FERNANDO PASSENGER TERMINAL
   
SAN FERNANDO MOVEMENT AREA PAVEMENT RENEWAL
   
SAN FERNANDO AIRSIDE COMPLEMENTARY WORKS
   
SAN JUAN NEW AIRFIELD LIGHTING SYSTEM
   
SAN JUAN NEW PASSENGER TERMINAL
   
SAN JUAN MOVEMENT AREA PAVEMENT RENEWAL
   
SAN LUIS ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT
   
SAN LUIS APPROACH LIGHTING SYSTEM
   
SAN LUIS MOVEMENT AREA PAVEMENT RENEWAL
   
SAN LUIS PASSENGER TERMINAL RENOVATION
   
SAN RAFAEL FIRE PROTECTION SYSTEM
   
SAN RAFAEL APPROACH LIGHTING SYSTEM
   
SAN RAFAEL RUNWAY REINFORCEMENT AND MANEUVERING AREA

 

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SAN RAFAEL PASSENGER TERMINAL RENOVATION
   
SANTA ROSA PASSENGER TERMINAL
   
SANTA ROSA APPROACH LIGHTING SYSTEM
   
SANTA ROSA MOVEMENT AREA PAVEMENT RENEWAL
   
S. DEL ESTERO ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT
   
S. DEL ESTERO PASSENGER TERMINAL EXPANSION
   
S. DEL ESTERO APPROACH LIGHTING SYSTEM
   
S. DEL ESTERO AIRFIELD LIGHTING SYSTEM
   
S. DEL ESTERO MOVEMENT AREA PAVEMENT RENEWAL
   
TUCUMÁN APPROACH LIGHTING SYSTEM EXPANSION
   
TUCUMÁN PASSENGER TERMINAL EXPANSION
   
TUCUMÁN COMMERCIAL APRON EXPANSION
   
VIEDMA ATMOSPHERIC DISCHARGE SYSTEM ADJUSTMENT
   
VIEDMA FIRE PROTECTION SYSTEM
   
VIEDMA PASSENGER TERMINAL RENOVATION
   
VIEDMA APPROACH LIGHTING SYSTEM
   
VIEDMA MOVEMENT AREA PAVEMENT RENEWAL
   
VILLA REYNOLDS MOVEMENT AREA PAVEMENT RENEWAL

 

MISCELLANEOUS GROUP A SUPPORT SERVICE INFRASTRUCTURE
   
MISCELLANEOUS GROUP A AIRFIELD LIGHTING - VISUAL AIDS
   
MISCELLANEOUS GROUP A RUNWAY STRIP AND RESA RENEWAL

 

Note: The present list of works and projects is of a tentative nature. It has been drawn for reference purposes for the period 2021/2038. Works will be defined in the annual planning based on their priority according to airport needs.

 

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