Energy and Fuel Secretariat PETROLIFERS Decree No. 10.218/1964 Ratify a signed agreement between the Secretary of Energy and Fuels, the Treasury Attorney and the president of Y. P. F., representing the National Executive and Astra.
Bs. As., 18/12/64.
VISTO is requested by the Energy and Fuel Secretariat, and
That the agreement dated November 27, 1964, signed by the Secretary of State of Energy and Fuels, the sñor Procurator of the Treasury of the Nation and the President of the Petroliferous Fiscal Deposits, representing the National Executive and in compliance with the mission mandated by Art. 7th Decree 744/63, with Astra, the Argentine Petroleum Company S. A., aims at the mutual liquidation and restitution of what the parties have perceived or received by virtue or by consequence of the absolute nullity determined by article 1 of the aforementioned decree;
That such agreement imports the satisfaction of each and every point contained in the demand promoted by the Argentine Nation and the Petroliferous Public Prosecutors to the National Civil and Commercial Court No. 3, by Dr. Jorge R. Pastor, Secretary No. 2 of Dr. Jorge G. Anderson, thus perfecting the object of Decree No. 744/63;
That the agreement submitted to the ratification of the executive branch properly contemplates the rights of both parties and fills without any deviation the purposes of the declaration of invalidity, at the same time that assures Astra Compañía Argentina de Petróleo S. A. the perception of the sums actually invested in the work, arbitrating an appropriate procedure for its determination and compensation with those amounts previously perceived by the Petroleum Authority, with the exception of any judicial discrepancies, The President of the Argentine Nation, Decrete:
Article 1. - Ratify the agreement dated November 27, 1964, signed between the Secretary of State of Energy and Fuels, Mr. Procurator of the Treasury of the Nation and Mr. President of the Petroliferous Tax Foundations on behalf of the National Executive and Astra Company Argentina de Petróleo S. A. whose text is an integral part of this decree.
Art. 2°. - To the effect of only those fiscal obligations which by their nature are transferable to the expenses or are part of the value of the goods to transfer, as well as to the subrogation stipulated by Petroleum Taxes in the payment of taxes, duties, taxes or accrued rates for contractual commitments made to the subcontractors transferable to the expenses or which form part of the value of the goods to be transferred (article 4 of the
Art. 3. - The total amount of the emerging obligations of the agreement ratified by article 1 shall be paid in the form set out in article 8 thereof.
Art. 4°. - The expenditure that demands the fulfilment of the obligations referred to in the preceding article shall be charged to the credits that are provided in the budget of each exercise as a non-State contribution to the Petroleum Tax Deposits.
Art. 5°. - Petroliferous Tax deposits will incorporate into their heritage the capital assets resulting from the agreement signed between the National Executive and Astra Company Argentina de Petróleo S. A.
Art. 6th. - Tell the Honorable Congress of the Nation.
Art. 7°. - This decree shall be endorsed by the Ministers Secretary of State and signed by the Secretaries of State.
Art. 8°. - Contact, give to the General Directorate of the Official Gazette and Printers, postulate and archvese.
ILLIA. - Juan C. Pugliese. - Miguel A. Ferrando. - Fernando Solá. - Arturo Oñativia. - Carlos R. S. Alconada Aramburú. - Leopoldo Suarez. - Juan S. Palmero. - Miguel A. Martínez. - Ignacio Avalos. - Manuel A. Pita. - Mario Romanelli. - Pedro G. Fleitas. -Antonio Pagés Larraya. - Antulio F. Pozzio. - Alfredo Concepción. - Carlos A. García Tudero.
Agreement between the commission Decree No. 744/63 and Astra Compañía Argentina de Petróleo S. A.
First - As a result of the trafficking carried out between The Commission created by Art. 7th of Decree No. 744/63, on the one hand, and ASTRA Sociedad Argentina de Petróleo S. A. on the other (hereinafter referred to as the Company), regarding the provisions of the decree of the Superior Government of the Nation The Company formulates in this act expresses waiver to request the application of any clause of the document that is individualized with the number 8.840 (eight thousand eight hundred forty) and that refers exclusively to the area referred to in the document. In addition, both parties undertake not to make another claim, judicially or extrajudicially present and/or future, for any concept directly or indirectly linked to the aforementioned document or any activities that may relate to it, other than those arising from the application of the present agreement and the Company shall cease to act in the relevant area within the time limit specified in Article 2 below, all of this in accordance with the following articles:
Second - At thirty (30) days of the signing of this agreement, Y.P.F. will take charge directly, exclusively and exclusively of all the operations that the Company performs in the area of "El Huemul" and of the operations of the "El Huemul" pipeline to Pico Truncado.
On the same occasion, Y.P.F. will take charge on the property of all existing and affected movable and immovable properties to the area indicated in the same and in Pico Truncado, as a result of document No. 8.840, and of the "El Huemul" pipeline to Pico Truncado. Such property, furniture and property shall be those contained in the inventory to be carried out as a result of the provisions of Art. 3.
Third - Each party designates on the date three incumbent and three alternate representatives, in order to define the details necessary to be able to comply with the provisions of this convention. Such representatives shall perform their duties within a term of three hundred and thirty days, which may be extended in common agreement, and submit their conclusions to the approval of the Commission referred to in Art. 7th Decree 744/63 and La Compañía, which shall be issued within a maximum period of thirty (30) days. The points on which there is ultimately no agreement shall be subject to judicial decision.
Fourth - Both parties, with the intervention of the tax authorities, will analyze the tax obligations for tax, duties, taxes and/or emerging rates of the document that is identified with the number 8,840, taking into account the tax legislation under which the work was carried out, the provisions of Decree 744/63 and that the nullity provided by the same place in fact to Y.P.F. as a direct subject of the oil activity developed and the application.
If the analysis proved that the Company had not satisfied some of the above-mentioned erogations, it will proceed to regularize them and, in common with Y.P.F., will charge the amount of those that by their nature are transferable to the costs, to the Investment Accounts, Expenses, etc. If subsequent to the establishment of the final balance referred to in Article 7, there arise for the Company the emerging tax obligations of the precited document that it should satisfy, by determination of the respective tax agencies of application, the parties shall proceed in a manner similar to that indicated in the preceding paragraph.
Y.P.F. subrogates to La Companía, in the payment of taxes, fees, taxes or fees that may correspond to it under the contractual commitments made with its subcontractors, provided that it is tax or levies that by their nature are transferable to the costs or form part of the goods to transfer.
Fifth - Y.P.F. will return to The Company the actual and appropriate sums invested by it in the installations, works and works that necessary and discreetly relate to the development and exploitation of the area, according to what results from the application of Art. 7°, from the initiation of the operations to the date on which Y.P.F. takes over the area, according to the second agreement in Art. On the other hand, the Company recognizes as part of this refund:
(a) All amounts delivered by Y.P.F. to The Company, from the beginning of the operations of the Company in the area of "El Huemul", until the time that Y.P.F. takes over the area, according to the provisions of Art. 2 of this agreement, in cash or in species, for any emerging concept of document number 8,840.
(b) Payments made by the State and/or Y.P.F. on behalf of the Company, as a result of the precited document number 8.840 and if such payments are not transferred directly to the costs or to the transfer values.
Refunds referred to will be made in the same currencies that have been appropriately used when making investments and/or payments.
Y.P.F. will not recognize any compensation derived from the emerging obligations of contracts made by The Company, for work related to the development and exploitation of the area, whether that compensation is the result of contractions of jobs and/or services already completed or of contracts that are in force at the time that Y.P.F. takes care of the area decides to interrupt them.
If the final figures to be reached in the instances provided for in this agreement - agreement of parties or judicial decision - are less than seventy per cent (70 per cent) of the provisional wing referred to in Art. 7°, the party that had received the difference is committed to restoring to the other party the surplus received.
In guarantee of compliance with the above, in the case that the Company must carry out the restitution, it will respond with its heritage.
Sixth - The Company will recognize and compensate Y.P.F., in the corresponding proportion, for the economic damages that it has experienced - among others - as a result of:
(a) have been compensated by Y.P.F. to restrict its own production to give preference to oil extracted by The Company.
(b) Good engineering rules for oil extraction have not been followed, producing excessive floods or irregular water advances, as a result of too intense exploitation and without the necessary regulation, especially of marginal wells; and
(c) Devaluation and devaluation caused by irrational exploitation or inadequate storage.
The proceeding and amount of compensation for each of these concepts shall be determined by common agreement between the parties under the mechanism provided for in Art. 3. If there is no agreement on the points provided for in this article, the divergences shall be subject to a judicial decision.
Seventh - Reimbursement amounts shall be set on the basis of the mechanism established in Art. 3 and at a first stage, with provisional figures, in accordance with the accounting records of the parties, so that the debtor party may specify the etrega to the creditor of the relevant debt documents, within the time and mode provided for in the following article. To this effect only a period of thirty (30) days will be available and the expenses and investments made by The Company will be taken into account from the beginning of its operations in the area of "El Huemul" to the date of this agreement, as well as the cash payments and in species made by Y.P.F. to that date, for any emerging concept of the document that is individualized with the number 8,840.
The difference between the amount of expenses and investments made by The Company and the amount of payments made by Y.P.F. both increased with their corresponding interests, computed according to the following paragraph to the date of this article and affected by the readjustment established in Art. ninth to the same date, shall constitute the provisional balance to be restored to the creditor by the debtor.
These interests will be computed until 15 November 1963 with an annual rate equal to that established by the Banco de la Nación Argentina, for discounts of certificates of public works, starting from the first day of the second half of the quarter in which the payment and/or investment was made. Between November 16 and the date of this agreement, the interest rate will be 6.25 % (six with twenty-five hundred percent) per year.
When refunds correspond to payments and/or investments made appropriately, on either side, in foreign currency and at any time, the interest will be 6.25 % (six with twenty-five cents per cent) per year, setting the periods and payment documents in the same way as for refunds in national currency pesos.
The amounts subject to refunds will be adjusted definitively in accordance with the mechanism established in Art. 3 through the compelling of accounting documents and inventory, and will be conditioned on the fact that the values accounted for are considered fair in relation to the prices of place at the time of each investment and in accordance with Article 5 of this agreement. The prices set out in the contracts included in Decree No. 745/63 will not serve as a reference. If no agreement is reached, the differences will be subject to judicial decision.
Octavo - until the final amount of the balance that the debtor must return to the creditor is established, it shall retain thirty per cent (30 per cent) of the provisional security balance as a result of the verification and the remainder shall be paid as follows:
(a) Within thirty (30) days of the signing of the present agreement, through the delivery of:
1/ Seven (7) will pay equal amounts for each currency, with bank credit, the total amount of which is thirty-five per cent (35 per cent) of the provisional balance, with consecutive monthly maturity from the sixty (60) days of the date of this agreement.
2°) I will pay (1) with bank credit, due to the ninth (9th) month from the date of this agreement, for the amount equivalent of interest at the rate of 6.25 % (six with twenty-five cents per cent) per year, due to the unpaid balances of seventy per cent (70 per cent) of the provisional balance set according to Art. 7, from the date of this agreement to the tenth (10th)
3°) Payments or validated documents or bonds of a total amount equal to thirty-five per cent (35 per cent) of the provisional balance established under Art. 7 with maturity or for quarterly ransoms, of equal nominal amount between the ten (10) and the forty (40) months counted to the date of this agreement. These payments, documents or bonds will accrue interest at the rate of 6.25 % per year (six to twenty-five cents per cent).
(b) As the Commission verifies amounts of the final balance that exceed seventy per cent (70 per cent) of the provisional balance, such amounts will be paid through the delivery of payés, documents or bonds of equal conditions and charcteristics that are due, with maturity or quarterly ransoms between the forty-three (43) and forty-nine (49) months counted from the date of this agreement.
The amount of these payments, documents or bonds, must cancel those amounts and their interests, which will be computed at the rate of 6.25 % (six with twenty-five cents) per year counted from the date of this agreement.
(c) The debtor party, on the sole option, may shorten the time limits of the payments provided by deduction of the corresponding interest.
(d) The nominal value of the levies, documents or bonds extended under this article shall be subject to readjustment under the conditions set out in the following article and shall bear written record of such circumstance.
Ninth - The readjustment in more or less of the amounts mentioned in Art. Seventh, beginning on 16 November 1963, and of each of the contributions set out in Article 8, to pay their amount, shall be made according to the proportions and the following indices, except for the amounts that have been invested in foreign currency and which are paid in the same currency:
45% (40 and 5 percent) depending on the labor price, established according to the arithmetic average of the initial salaries for all categories in each and every one of the shifts set for the "maestranza" personnel, in the national agreements between Private Petroleum Companies and the Argentine Trade Union Federation of Petroleros.
20% (veinte percent) depending on the wholesale price index of "iron and steel boxes", published by the National Bureau of Statistics and Censuses of the Ministry of Finance.
35 % (treinta and five percent) depending on the price index to the wholesale of "machines and motors, excluding electrics, construction, armed and repairs", published by the National Directorate of Statistics and Censuses of the Ministry of Finance State; all according to the following formula:
JR CaR MR
CR = C (0, 46 _____ + 0.20 ___ + 0.35 ______ )
J Ca M
CR: Import of the adjusted quota.
C: Import of the quota established in the document.
JR: Labour value for the time of readjustment.
J: Labour value for the time taken as origin.
CaR: Value of the wholesale price index of iron and steel crates for the time of readjustment.
Ca: Value of the wholesale price index of iron and steel crates for the time taken as origin.
MR: Value of the wholesale price index of machines and engines, etc., for the time of readjustment.
M: Value of the wholesale price index of machines and engines, etc., for the time taken as origin.
The values corresponding both to the time of each readjustment as to each time taken as origin, will be those of the average of the quarter completed three (3) months before each respective date.
Tenth - Judicial and/or Extrajudicial costs and expenses shall be borne in the order caused. In the event of designation of experts, each party shall bear the fees that may correspond to those proposed by each party. The experts proposed by the National Government shall not receive any remuneration in accordance with Article 8 of Decree No. 744/63. The third-party fee, if designated, will be supported by equal shares. The seal tax, if applicable, that this instrument is grave, will be carried out by Y.P.F.
Eleventh - The Company will supply Y.P.F. within thirty (30) days of the date of the present agreement, all information of a geological, geophysical, technical character in general or of any other character that it had obtained as a result of its performance in the area corresponding to the aforementioned document number 8.840.
Twelfth - This agreement is signed in Buenos Aires, on the twenty-seventh day of the month of November, one hundred and sixty-four, by the Secretary of State for Energy and Fuels, Dr. Antulio F. Pozzio, Mr. Procurator of the Treasury of the Nation, Dr. Amílcar Mercader, Mr. President of Fiscal Petrolfers, Dr. Facundo Suárez, and by the representatives of ASTRA, Argentina Oil Company S. A., Dr. Ricardo Gruneisen and Mr. Angel S. Pisano, president and vice president, respectively, of the same, in two copies of the same tenor and to one effect; it will be ratified by decree of the Executive, judicially approved and communicated to the H. Congress of the Nation.