EXHIBIT 10.16
CONFORMED COPY
COMMON TERMS AGREEMENT
among
BPZ EXPLORACIÓN & PRODUCCIÓN S.R.L.
as a Borrower
BPZ MARINE PERU S.R.L.
as a Borrower
INTERNATIONAL FINANCE CORPORATION
as lender under the IFC Facility
and
THE ADDITIONAL SECURED FACILITY LENDERS
upon execution of an accession agreement
Dated as of August 15, 2008
TABLE OF CONTENTS
Page
1.
LOAN AGREEMENTS; DEFINITIONS
1
2.
THE PROJECT
24
3.
LOANS
25
4.
CONDITIONS PRECEDENT
27
5.
REPRESENTATIONS AND WARRANTIES
35
6.
AFFIRMATIVE COVENANTS
43
7.
NEGATIVE COVENANTS
53
8.
EVENTS OF DEFAULT
57
9.
MISCELLANEOUS
62
SCHEDULE 1
MAXIMUM FACILITY AMOUNTS
1
SCHEDULE 2
ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS
1
SCHEDULE 3
AUTHORIZATIONS
1
SCHEDULE 4
INSURANCE
1
EXHIBIT A
FORM OF ACCESSION AGREEMENT
EXHIBIT B
FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY
EXHIBIT C
FORM OF LETTER TO AUDITORS
EXHIBIT D
FORM OF APPOINTMENT OF SERVICE OF PROCESS LETTER
EXHIBIT E
FORM OF DISTRIBUTION REQUEST
i
THIS COMMON TERMS AGREEMENT (this "Agreement") dated as of August 15, 2008
among:
(1)
BPZ Exploración & Producción S.R.L., a
company incorporated under the laws of the Republic of Peru ("BPZ Exploración"
and a "Borrower");
(2)
BPZ Marine Peru S.R.L., a company
incorporated under the laws of the Republic of Peru ("BPZ Marine" and a
"Borrower" and, collectively with BPZ Exploración, the "Borrowers");
(3)
INTERNATIONAL FINANCE CORPORATION, an
international organization established by Articles of Agreement among its member
countries including Peru ("IFC"); and
(4)
THE ADDITIONAL SECURED FACILITY LENDERS,
upon execution of an Accession Agreement in accordance with Section 9.2 hereof.
1.
LOAN AGREEMENTS; DEFINITIONS
1.1
LOAN AGREEMENTS
(A)
THIS AGREEMENT, INCLUDING ITS DEFINITIONS,
CONDITIONS OF DISBURSEMENT, REPRESENTATIONS AND WARRANTIES, COVENANTS, EVENTS OF
DEFAULT, PRINCIPLES OF CONSTRUCTION, RULES OF INTERPRETATION AND ITS
JURISDICTION, GOVERNING LAW AND NOTICE PROVISIONS, IS MADE A PART OF EACH OF
(I) THE IFC LOAN AGREEMENT, AND (II) UPON EXECUTION OF AN ACCESSION AGREEMENT,
THE ADDITIONAL SECURED FACILITY AGREEMENT.
(B)
SUBJECT TO PARAGRAPH (C) BELOW OF THIS
SECTION 1.1:
(I)
THIS AGREEMENT AND THE IFC LOAN
AGREEMENT SHALL BE READ AND CONSTRUED TOGETHER AS ONE AGREEMENT; AND
(II)
THIS AGREEMENT AND THE ADDITIONAL SECURED
FACILITY AGREEMENT SHALL BE READ AND CONSTRUED TOGETHER AS ONE AGREEMENT.
(C)
IF ANY PROVISION OF THIS AGREEMENT
CONFLICTS WITH ANY PROVISION OF ANY LOAN AGREEMENT, THEN THE PROVISIONS OF THE
RELEVANT FACILITY AGREEMENT SHALL PREVAIL.
1.2
DEFINITIONS
Wherever used in this Agreement (including its Schedules and Exhibits), unless
the context otherwise requires, the following terms have the following meanings:
"Accession Agreement"
means an agreement entitled "Accession Agreement" substantially in the form of
Exhibit A.
"Accounting Standards"
means with respect to (i) each Borrower, (x) International Financial Reporting
Standards (IFRS) promulgated by the International Accounting Standards Board
("IASB") (which include standards and interpretations approved by the IASB and
International Accounting Standards issued under previous constitutions) together
with its pronouncements thereon from time to time, and applied on a consistent
basis, or (y) generally accepted accounting standards in Peru promulgated by the
relevant financial and accounting standards board