Exhibit 10.1


 


CONTRACT N°
001-2009-MEXTIPETROPERU


 


SUPPLY OF 17’000,000
BARRELS OF CRUDE OIL FOR TALARA REFINERY


 


Let
it be known by this document, the Agreement of “Supply of 17’000000 Barrels of
Crude Oil for Talara Refinery” (the Agreement), is entered into by and between
Petroleos del Perú-PETROPERU S.A. With Taxpayer
Registration No. 20100128218, having a principal place of business at Av
Enrique Canaval Moreyra No. 150 - San Isidro, Lima, duly represented by
its Commercial Operations Manager,Luis Lem Arce, with ID No. 10148345,
with Power of attorney recorded in the record C00070 and electronic certificate
No. 11014754, of the Juridical Persons Registry of Lima, who will herein
be known as PETROPERU and the company BPZ  EXPLORACIÓN &
PRODUCCION S.R.L. with Taxpayer Registration No. 20503238463,
having a principal place of business at Calle Manuel de Falla No. 297,District
of San Borja, Lima, duly represented by its General Manager, Luis Rafael Zoeger
Nuñez with ID No. 08212579, with Power of Attorney recorded in the record
A0001 and electronic certificate No. 11985400 of the Juridical Persons
Registry of Lima, who will herein be known as THE
CONTRACTOR; under terms and conditions
set forth in the following clauses:


 


PRELIMINARY CLAUSE:             ANTECEDENTS


 


By means of letter
DIR-0020-2008-MEXT/PP-005-2008 dated December 30th, 2008 the Ad-Hoc
Organism invited THE CONTRACTOR to the Direct
Acquisition Process (or Direct Purchase Procedure) No. DIR-0020-2008-MEX/PETROPERU,
for the supply of 17’000,000 Barrels of Crude Oil for Talara Refinery.


 


By means of letter
DIR-0020-2008-MEXT/PP-008-2008 dated January 5th, 2009, the Ad-Hoc Organism communicated to THE CONTRACTOR the granting of the “Buena Pro” (Award to the
bidder).


 


CLAUSE ONE:             GENERAL
POINTS


 


This Agreement is
governed by the Regulation of Acquisitions and Contractual Obligations of PETROPERU
SA, approved by Resolution N° 171-2008-CONSUCODE/PRE, referred herein as The
Regulation; and supplementary by the Civil Code and other rules which
may apply.


 


Parts of this Agreement
are:


 


· The basis of the
direct purchase N° DIR-0020-2008-MEXIPETROPERU


 


· The
technical-economic proposals submitted by THE CONTRACTOR.


 


CLAUSE TWO:            
REGULATIONS THAT RULE THE AQUISITION


 


This
acquisition is executed in accordance to what is established in paragraph 9.3.7
of the Regulation, which establishes the possibility to acquire natural gas,
oil crude oil or derivatives of both directly from the local market.


 


CLAUSE THREE:            
DEFINITIONS


 


The following
definitions, as agreed by the parties, aim to give the required meaning to the
concepts that are used in the Contract, so that such meaning will be the only
one accepted in interpreting the Contract, unless expressly and in writing, the
PARTIES agree otherwise:


 


a) API: American
Petroleum Institute


b) BL: Barrels of 42
gallons of the United States of North America


c) Dollars or US$: Dollars of the United States of America.


d) Parties: THE CONTRACTOR and PETROPERÚ.


e) Point of Delivery of
the Crude Oil: Liquid Freight Loading Dock at Talara Refinery.


 

















 


f) Crude Oil
Fiscalization Point: Storage tank which receives the crude lot supplied by THE CONTRACTOR in the tank yard of PETROPERU
(Talara Refinery)


g)
Fiscalized Crude Oil Volume: Is the volume established in compliance with
numeral VI.8.1 of the Purchase and Sale Procedure.


 


CLAUSE FOUR:            
PURPOSE OF THE CONTRACT


 


With this contract, THE CONTRACTOR agrees (binds)to sale to PETROPERU
and this one agrees (binds) to buy the totality of its production of crude
originated from the Corvina Oilfield in Block Z-1, up to a volume of 17’000,000
barrels of crude oil, fulfilling the terms and quality conditions indicated in
clauses Five and Six of this contract.


 


CLAUSE FIVE:            
TERM


 


The term of this
contract is approximately seven (7) years, counted from the Effective
subscription date or until the delivery of the volume of 17’000,000 barrels of
crude is completed, whichever occurs first.


 


For the delivery of each
one of the partial lots of 28,000 barrels minimum, starting in January 2009,
THE CONTRACTOR shall give notice to PETROPERU at least one week in advance


 


CLAUSE SIX:            
QUALITY


 


THE CONTRACTOR agrees (binds)
to sale the crude oil in accordance with the established in numeral 4 of the
Procedure of Purchase and Sale of Crude Oil between THE CONTRACTOR and
PETROPERU S.A., attached to the Technical Bases.


 


Technical Characteristics


 


	
  API Gravity

  	
   

  	
  Minimum 22.0°

  	
   

  	
  ASTM D-1298

  	
   

  
	
  Sulphur

  	
   

  	
  Max. 0.3% in mass

  	
   

  	
  ASTM-D-4294

  	
   

  
	
  % Vol.
  BS & W

  	
   

  	
  Max. 0.25%

  	
   

  	
  ASTM-D-4007

  	
   

  
	
  Salt Content

  	
   

  	
  Max. 10 Lb per 1000 Bls.

  	
   

  	
  ASTM-D-3230

  	
   

  



 


The
crude to be supplied should have a minimum yield efficiency of medium
distillates of 49.0% in volume.


 


This percentage will be
tested on a monthly basis, according to the guidelines included in the
Hydrocarbons Properties Manual Chapter III “Calculation of Physical-Chemical
Properties of Hydrocarbons “pages 55 and 56 prepared by Planning and
Production Area Management – Version 1.0 dated October 2006.


 


If the crude supplied
does not meet the minimum yield efficiency of medium distillates, the Parties
will proceed to revise the price agreed on Clause Seven, to determine
corresponding adjustments.


 


CLAUSE
SEVEN:             PRICE AND METHOD OF PAYMENT


 


The price that PETROPERU
shall pay THE CONTRACTOR for each barrel of Crude Oil delivered at the Point of
Delivery shall be as follows:


 


Unitary
Price (US$/Bbl) = (Basket + D) + IGV


 


Where:


 


Basket is the simple
arithmetic average of the crude prices that form the Crudes Basket comprised by
OMAN, FORTIES and SUEZ BLEND, expressed in US$ / Barrel.


 


The average price of
each type of oils that comprise the basket will be calculated on the basis of
arithmetic median of the quotations that are published regularly, averaged out
in turn, during valuation period for which the basket average price is
calculated, the same that will be for the first half of the month, from the 1st to the 15th and for the
second half of the month, from the 16th to the last day
of the corresponding month. Only the days in which all crude oils that comprise
the basket have been quoted will be considered.


 

















 


The resultant average
prices according to the above, for each type of oil that comprises the basket,
will be in the same manner averaged among each other to obtain the price of the
oil.


 


The bi-monthly average
price of each type of oil that comprises the basket and the Price of the
baskets will be rounded to four (4) decimal places.


 


Oil prices that comprise
the basket, will be the ones published daily by the “Spot Crude Price
Assessments” of “Platt’s Crude Oilgram Price Report”, with adjustments agreed
by the Parties and necessary due to quality and other differences.


 


D:            -1.00 US$/Barrel Discount
offered by THE CONTRACTOR


 


IGV:        Value according to the law in force at
the time of billing.


 


The total amount (US$)
will be rounded with two (02) decimals.


 


If PETROPERU
agrees to receive from THE  CONTRACTOR the crude with a higher content of salt, up to a
maximum of 25.0 PTB, the following Price adjustment will be applied to cover
the operating costs of treatment:


 


Penalty (US$) = 84.642 x
(PTB -10.0) x Vcr where:


 


PTB = Salt content of
the Volume supplied (Pounds/ Thousands of Barrels)


Vcr = Volume of
crude supplied (Thousands of Barrels)


Penalty Factor = 84.642
US$/(Thousands of Barrels x PTB)


 


PETROPERU will not accept
volume of crude with a content of salt higher than 25.0 PTB.


 


To date and for effects
of implementation of the Regulation of Acquisitions and Contracting of
PETROPERU, the contractual amount is US$1,313’736,200.00 (One Billion, Three
Hundred and thirteen Million, Seven Hundred and Thirty Six Thousand, Two
Hundred and 00/100 American Dollars), including lawful taxes for the sale of 17’000,000
Barrels of Crude Oil.


 


CLAUSE EIGHT:            
INVOICING AND FORM OF PAYMENT


 


Invoicing of crude oil
supply delivered will be bi-monthly, from the first to the fifteenth and from
the sixteenth to the last calendar day of each month THE
CONTRACTOR will submit the invoice and the Conformity of Receipt of
Crude Oil Act to PETROPERU the business day
following the corresponding ending 15 day period which will be paid by PETROPERU in favor of the contractor within ten (10) days
following the correct presentation of THE CONTRACTOR (the
date of presentation will be day zero).


 


Invoices not properly
submitted will be returned at the appropriate time to THE
CONTRACTOR for correction, governing the term from the date of
accurate presentation


 


Invoices mentioned
above, will be submitted to the Office of Document Processing of the Operations
Management Talara – PETROPERU, and will only be received during business days
and within opening hours schedule of such office


 


Payment will be made in
American Dollars, provided that the Law does not prohibit it, in which case
payment will be made according to what regulations dictate or its equivalent in
national currency at the exchange rate, actual average sale price of the day
previous to the corresponding payment date published by the Superintendence of
Banking and Insurance.


 

















 


If there is a delay in
payment, THE CONTRACTOR will have the right to
payment of interest, being applicable the legal interest rate.


 


Interest will be
calculated as of the day following the due date indicated on the invoice until
its payment date.


 


This payment will be
made by means of a wire transfer according to THE CONTRACTOR’S instructions


 


If eventually the
invoice due date falls on a Saturday, Sunday or non-working Holiday, payment of
such invoice will be made the day following the due date without any surcharge.


 


CLAUSE
NINE:             DELIVERY
POINT AND RISK


 


Will take place
according to the Procedure of Purchase and Sale of Crude Oil between THE
CONTRACTOR and PETROPERU S.A., attached to the Technical Bases.


 


Transfer of risk and
ownership of each one of the deliveries of Crude Oil from THE
CONTRACTOR to PETROPERU occurs
when the Act of conformity of receipt (Delivery Slip or Final Measurement
Ticket).


 


CLAUSE
TEN:            
VOLUME OF DELIVERY


 


The
volume of crude oil that THE CONTRACTOR
will deliver to PETROPERU during any calendar
month will be the totality of production available for sale from the Corvina
oilfield in Block Z-1.


 


PETROPERU will have the
right to establish that the volume of crude oil supply be reduced or
temporarily suspended in case of operative emergencies that impede to receive
and/or store the crude oil, with an immediate release within twenty four (24)
hours of such emergency. In this case THE CONTRACTOR
will not be able to claim nor demand any compensation from PETROPERU for
the reduction or temporary suspension of supply of crude oil.


 


Solely for the purpose
of planning, THE CONTRACTOR will communicate in
writing to PETROPERU on the twentieth (20) of
each calendar month, the volume of crude oil that it will sell and deliver during
the following quarter.


 


To stop deliveries due
to scheduled repairs of the facilities, THE CONTRACTOR shall
notify to PETROPERU. And PETROPERU
to THE CONTRACTOR, as appropriate, with no
less than ten (10) days advance notice.


 


If there is maintenance
scheduled at Talara Refinery that prevents refining or storage of crude oil, PETROPERU will have the right to establish that the supply
be reduced or temporarily suspended until a maximum term of ten (10) calendar
days. PETROPERU, previous coordination with THE CONTRACTOR may receive the crude oil once the maximum
term indicated above is expired. In these cases, THE
CONTRACTOR may not claim or demand any compensation from PETROPERU, for temporary suspension of crude oil supply.


 


CLAUSE
ELEVEN:             ACT OF GOD OR FORCE MAJEURE


 


Neither party shall be
liable for failure to comply with an obligation, or for partial, late or
defective compliance of an obligation herewith, during any period in which that
Party is affected by an Act of God or Force Majeure, provided cause attributed
to an extraordinary event, unforeseeable and resistless, such as: fires,
temblors, earthquakes, tidal floods, avalanches, landslides floods, hurricanes,
storms, explosions, war, guerrillas, acts of terrorism, sabotage, civil disturbances,
blockades, uncontrollable


 

















 


transport delays,
strikes, impossibility of provision(despite being
stocked), damage to facilities for the reception and transportation of Crude
Oil, emergency stops of the Refinery, or for any other reasons, whether similar
or different from those specifically mentioned here, which are beyond the
reasonable control and cannot be foreseen, or even being foreseen, cannot be
avoided, in accordance with article 1315 of the Civil Code.


 


PETROPERU may not claim
force majeure as suspension or terminative causal of its obligation to pay a
sum of money, if THE CONTRACTOR has fulfilled its
obligations under this Agreement.


 


If
there is an Act of God or Force Majeure, the affected party must give notice or
notification of the suspension to the other party within seven (7) calendar
days of the event, indicating the date, the extension of such suspension, the
cause and explain the manner that affects the execution of its obligation, the
other party shall respond in writing within seven (7) calendar days of
receipt of such notification.


 


In the event of partial,
late or defective fulfillment of the respective obligation, due to Acts of God
or Force Majeure, the parties shall continue to implement the contractual
obligations not affected by these circumstances. Similarly, the party obliged
to comply shall do its utmost to comply according to the common intentions of
all parties expressed in this agreement.


 


The party affected by
the above mentioned circumstances must resume compliance with contractual
obligations and conditions within a reasonable period of time, after the
reasons have disappeared, and must notify the other party within five (5) calendar
days of disappearance of the reason.


 


CLAUSE
TWELVE:             BREACH AND RESOLUTION OF CONTRACT


 


If
a Party fails to comply with its obligations, the aggrieved party should
request compliance from the other party, through Notarial Charter, within a
maximum term of fifteen (15) days. In case of continued breach, the aggrieved
party may terminate the contract by means of Notarial Charter.


 


The following causes of
resolution of Contract are imputable to THE CONTRACTOR:


 


a)              Unjustifiable breach of
contractual obligations, legal or regulatory, despite having been requested to
correct such situation; according to the indicated in the preceding paragraph.


 


b)               Accumulation of the
maximum penalty amount; and,


 


c)              Stop or reduce in
unjustifiable manner implementation of the provision, despite being required to
correct such situation according to the indicated in the preceding paragraph.


 


CLAUSE
THIRTEEN:             TAXES


 


Taxes and duties that
correspond to THE CONTRACTOR are its exclusive
responsibility and are not transferable to PETROPERU


 


CLAUSE
FOURTEEN:             CONTROVERSY SOLUTION AND ARBITRATION


 


The parties agree that
all disputes arising from the execution or interpretation of this contract,
including those relating to nullity or invalidity will be resolved through
conciliation and/or arbitration law. Arbitration will be settled under
organization and administration of the Center for Arbitration of the Chamber of
Commerce in Lima and according to its Regulation known to the Parties. The
Parties must petition initiation of these proceedings prior to the completion
of the contractual obligation. If the contract is resolved or PETROPERU  declares its annulment, the deadline to interpose
conciliation and/or arbitration shall be ten (10) business days after de
day of notification of such decision. These deadlines expire.


 

















 


Arbitration shall take
place in Spanish and administered by an Arbitral Court. Each Party shall
appoint its arbitrator and they shall appoint a third one, who shall be the
President of the Court. In face of contempt or lack of appointing of an
arbitrator, the Arbitration Center indicated before will designate an
arbitrator. Arbitration shall take place in the city of Lima.


 


The arbitration award
pronounced is binding for the parties and will end the process definitively,
being the award unappealable before neither the Courts nor any Administrative
Instance, except for cases of annulment of an award under the Arbitration Act.


 


CLAUSE
FIFTEEN:            
NOTIFICATIONS AND COMMUNICATIONS


 


The notifications sent
among the parties will be valid provided that are delivered to the domiciles
indicated in the introduction of this Contract or delivered directly and
personally elsewhere by trust or notarial or transmitted via facsimile with
confirmation from the other party.


 


If any of the parties
shall change the domicile indicated in the introduction of this Contract, such
modification should be made known to the other party, in writing, at least
three (3) calendar days in prior to the date the change takes effect to be
considered valid for the purpose of the Contract.


 


CLAUSE
SIXTEEN:             PENALTY


 


In the event of
unjustifiable delay of implementation of deliveries by THE
CONTRACTOR, PETROPERU shall
apply a penalty established in numeral 10.10 of the Regulation of Acquisitions
and Contractual Obligations of PETROPERU S.A.


 


CLAUSE
SEVENTEEN:             ENVIRONMENTAL PROTECTION


 


The parties agree to
comply with the provisions of the environmental norms in force and other
relevant regulations that apply to this Contract.


 


Environmental Protection
activities include prevention, cleaning, damage repair and corresponding
rehabilitation, if possible, against the harm that could cause in the
environment operations subject to this contract, commitment assumed by the
contracting parties in accordance with the detailed in the next paragraph.


 


THE CONTRACTOR shall be
responsible for any ecological or environmental damage that could take place
before Delivery Point and after Delivery Point it is responsibility of PETROPERU.


 


Each one of the parties
shall be responsible, individually, of the penalties that could be imposed due
to violations or omission of the previously indicated norms as well as the
other laws, regulations or dispositions issued by the authority competent in
environmental matters.


 


CLAUSE
EIGHTEEN:             TRUSTEE


 


By means of this clause,
PETROPERU irrevocably:


 


1.               Acknowledges that THE CONTRACTOR, as Trustor, executed on September 18,
2008 a Trust Agreement with Banco Continental, herein known as Security Trustee
and with Banco de Crédito del Perú, herein known as the Guarantor (The “Trust
Agreement”), as guarantee of its obligation against International Finance
Corporation (IFC) and other money lending institutions (The “Additional Lenders”)
whereas THE CONTRACTOR has transferred to the
Trustee: (i) all collection


 

















 


rights to all amounts
payable by PETROPERU to THE
CONTRACTOR under this Contract (the “Obligations”);  (ii) the price of the Obligations; (iii) the
amount of money THE CONTRACTOR perceives in case
of transferring its contractual position in this Contract; and (iv) the
right to collect such amount.  It also
acknowledges that the trust transfer covers the payment of disaster claims
related to this Contract; and all that in fact and by right belongs to THE
CONTRACTOR related to the transferred rights to the Trusted Patrimony.


 


2.               Obliges in irrevocable
manner to pay all Obligations of the Current Account in Dollars No. 0011-0603-01-00000170
of Banco Continental or before a written communication received from the
Trustee, in the account and bank indicated by the Trustee in such written
communication, without a need for any additional notification.


 


3.     Consents from now on to the cession by THE CONTRACTOR of its contractual position in this Contract
to any third party, cession that will only be valid as the amount of money that
THE  CONTRACTOR
should perceive from such cession be paid by the cessionary directly to the
Trustee.


 


4.               Acknowledges that in the
event that THE CONTRACTOR incurs in a breach
of lending contracts negotiated with IFC or Additional Lenders, the Trustee is
authorized to, following instructions from the Guarantor, transfer the totality
(100%) of the deposited Monetary Flows and that continue to be deposited in
each one of the Collection Accounts to the IFC Account and to each one of the
Additional Lenders Accounts for payment of guaranteed Obligations.


 


5.                 
Acknowledges that all references herein made to
Trustee shall be understood as the trustee that replaces the Trustee in the “Trust
Agreement”, if such replacement shall occur, so that all the statements,
recognitions and obligations of the Borrower contained in this clause will be
equally valid if the Trustee is replaced in the referred “Trust Agreement”.
Consequently, PETROPERU will accept validity of
any communication received from the entity acting as trustee in replacement of
the Trustee in the Trust Agreement, provided that it indicates that substitutes
or has substituted the Trustee.


 


CLAUSE
NINETEEN:             CONTRACT MODIFICATION


 


The parties may agree on
modifications to the contract; however such modifications shall be subject to
the requirements in the Regulation of PETROPERU.


 


The parties agree that
any variation, modification or change to this contract to be mandatory shall be
in writing and executed by the authorized representatives of PETROPERU and THE CONTRACTOR.


 


CLAUSE
TWENTY:             MISCELLANEOUS


 


This contract
constitutes the entire agreement and understanding by andbetween PETROPERU and
THE CONTRACTOR, for the same subject matters and supersedes any other and all
the agreements that may exists between the parties in relation to the sale of
Liquid Hydrocarbons


 


The renounce or any
other infringement or negligence in the execution of any of terms or conditions
contained in this contract, do not constitute a renounce, infringement or
negligence of the rest of the clauses, except that constitutes a causal
resolution of the same.


 


The contract may become
a Public Deed at request of any of the parties, that being the case, the
requestor shall pay the costs originated by such process. Subsequent
modifications shall have the same formality as this contract.


 

















 


The parties in agreement
subscribe this contract, in the city of Lima, on the Eighth (8) day of the
month of January of 2009.


 


 


	
  /s/ Luis Lem
  Arce

  	
   

  	
  /s/ Luis Rafael Zoeger Nuñez

  
	
  LUIS LEM ARCE

  	
   

  	
  LUIS RAFAEL ZOEGER NUÑEZ

  
	
  MANAGER

  	
   

  	
  GENERAL
  MANAGER

  
	
  COMMERCIAL OPERATIONS

  	
   

  	
  BPZ EXPLORACIÓN & PRODUCCIÓN SRL

  
	
  PETROPERU S.A.