March 22, 2006
Reference is made to recent conversations in which certain representatives of
Gulf United Energy Inc (GLFE), and of Cia. Mexicana de Gas Natural, S.A. de
C.V.(CMGN), have expressed their interest in entering into a Joint Venture
Agreement (as such term is defined hereunder) in terms consistent with those
herein set forth, subject to the prior fulfillment of certain conditions,
including (i) the respective approval of the Board of Directors of each of the
Parties (as this term is hereinafter defined), and (ii) except where otherwise
expressly set forth herein, the negotiation and, if applicable, the execution of
the pertaining definitive legal instruments.
Except for those expressly agreed herein, the rights and obligations of GLFE and
of Cia. Mexicana de Gas Natural, S.A. de C.V. (or their corresponding
successors and assigns) in regard to the Transaction will be set forth in the
Joint Venture Agreement (as such term is defined below).
1. CERTAIN DEFINED TERMS.
For purposes of this letter of intent the following terms, when written with
initial capital letters, shall have the meaning set forth below unless otherwise
is expressly indicated:
"AFFILIATE" In reference to a Person ("Person `A'"), means any Person which Controls Person "A", Controlled by Person "A", or
under common Control with Person "A".
"CMGN" Means "Cia. Mexicana de Gas Natural", S.A. de C.V., and includes its successors and assigns.
"CONFIDENTIAL Means that information provided by one Party to the other pursuant to this LOI, and includes (i) all information and
INFORMATION" documentation which shall have been supplied by or on behalf of the Disclosing Party to the Receiving Party,
regardless of the identity of the owner of such information and (ii) such information which the Receiving Party
shall have developed by means of utilizing the information or documentation provided by the Disclosing Party.
"CONTROL" Means (i) the holding of a Person of more than 50% (fifty per cent) of all securities representative of the
shareholder's equity, with full voting rights, of another Person; (ii) the right of a Person to appoint the majority
of the members of the Board of Directors or similar body responsible for the overall administration of another
Person, or (iii) the right of a Person to veto the resolutions of the Board of Directors or of the Equityholders'
Meeting (or bodies similar to the foregoing) of another Person.
"DISCLOSING Means that Party which discloses or provides Confidential Information to the other Party.
PARTY"
"DOLLARS" OR Means legal currency of the United States of America.
"US$"
"FISCAL YEAR" Means a calendar year, pursuant to Mexican tax law.
"GLFE" Means Gulf United Energy Inc, and includes its successors and assigns.
"JOINT VENTURE Means the definitive agreement which shall document the rights and obligations of each of the Parties in regard to
AGREEMENT" the incorporation, governance and capitalization of each of the JV Entities, and includes all instruments related to
such definitive agreement which, if applicable, shall be negotiated and executed pursuant to this LOI.
"JV ENTITY" Means a Mexican limited liability company of variable capital, which shall be Controlled by CMGN, and which shall
have an equity participation of up to 50% in each Project Company, to be incorporated by the Parties pursuant to the
Joint Venture Agreement.
"LNG" Means liquefied natural gas.
"LOI" Means this letter of intent.
"MEXICO" Means the United Mexican States.
"PARTIES" Means GLFE and CMGN, together.
"PARTY" Means GLFE or CMGN, indistinctively.
"PERSON" Means any natural or legal person, joint venture, trust, or any other entity or organization, including a government
or any entity or political subdivision of a government or any agency thereof, of any nationality.
"PIPELINE SPC" Means the Mexican limited liability company of variable capital, in which a JV Entity shall have an equity
participation of up to 50%, through which the Pipeline will be developed, owned and operated.
"PIPELINE" Means an open access natural gas transportation system, with the preliminary characteristics indicated in Exhibit
"A" hereto.
"PROJECT Means each of the Terminal SPC and the Pipeline SPC, indistinctively.
COMPANY"
"PROJECT Means that Person which shall hold at least a 50% equity participation in each of the Project Companies.
PARTNER"
"PROJECT" Means:
(i) the construction, financing, ownership and operation of the Pipeline, and
(ii) the construction, financing, ownership and operation of the Terminal.
"RECEIVING Means that Party which receives Confidential Information from the other Party.
PARTY"
"TERMINAL SPC" Means the Mexican limited liability company of variable capital, in which a JV Entity shall have an equity
participation of up to 50%, through which the Terminal will be developed, owned and operated.
"TERMINAL" Means an open access LNG storage and regasification facility, with the preliminary characteristics indicated in
Exhibit "B" hereto.
"TRANSACTION" Means the undertaking by each of the Parties of all legal and de facto actions which are necessary or convenient for
the execution of the Joint Venture Agreement and the subsequent incorporation of the JV Entities, taken as a whole.
1.1. The foregoing defined terms shall apply to the singular or plural number,
and the feminine or masculine form of the applicable terms,
indistinctively.
1.2. All references to Sections and paragraphs shall be understood to be made
to Sections and paragraphs of this LOI.
2. OBJECTIVE OF THE TRANSACTION.
2.1. The objective of the Transaction is the negotiation and eventual
agreement upon the terms and conditions of the Joint Venture Agreement,
including the execution of such instrument as set forth herein, and the
subsequent incorporation of the JV Entities.
2.2. For purposes of the foregoing, the Parties hereby acknowledge and agree
that, as of the date of execution of this LOI:
2.2.1 some (but not all) permits necessary or convenient for the Project
have been obtained by an Affiliate of CMGN, as previously presented
to GLFE or its corresponding Affiliate, and shall require to be
duly assigned to the applicable Project Company, with the prior
approval of certain Mexican authorities, as set forth in relevant
Mexican law;
2.2.2 CMGN, through its Affiliates, is elaborating and negotiating
additional application filings and agreements, necessary or
convenient, for the initial stages of the Project. In such regard
CMGN, through its Affiliates, has incurred in the costs as set
forth in paragraph 3.1;
2.2.3 CMGN is finalizing its agreement with the Project Partner in
respect to the rights and obligations of each of the foregoing in
regard to the incorporation, governance and capitalization of the
Project Companies, and
2.2.4 the Project Companies are yet to be incorporated.
3
2.3. Notwithstanding the foregoing, CMGN and the Project Partner have agreed
that the Project Partner's participation in the Project shall be
conditioned upon CMGN's permanent Control of any other Person which shall
hold up to 50% in each of the Pipeline SPC and the Terminal SPC.
3. INCURRED PROJECT COSTS AND COST ESTIMATES FOR FISCAL YEARS 2006 AND 2007.
3.1. CMGN has incurred the following costs in regard to the initial stages of
the Project during Fiscal Years 2003 to 2005, as previously presented to
GLFE or its corresponding Affiliate:
3.1.1 with respect to the Pipeline, a total amount of US$4,064,301.00,
and
3.1.2 with respect to the Terminal, a total amount of US$432,000.00.
3.2. CMGN estimates that during Fiscal Years 2006 and 2007, the initial stages
of the Project shall require additional disbursements, in the following
amounts, as previously presented to GLFE or its corresponding Affiliate:
3.2.1 for the construction of the Pipeline, US$1,924,635.00, and
3.2.2 for the construction of the Terminal, US$4,990,200.00.
3.3. Both Parties acknowledge and agree that the amounts set forth in
paragraph 3.2 are reasonable estimates, but as such may be subject to
reasonable variations according to the actual investment needs of the
Project during Fiscal Years 2006 and 2007, as such variations shall be
informed to GLFE by CMGN pursuant to Section 5.
4. BASIC CONDITIONS APPLICABLE TO GLFE'S PARTICIPATION IN THE JV ENTITIES.
4.1. Promptly after the completion of the Transaction, the Parties shall
incorporate two JV Entities, each of which shall have an initial equity
participation of up to 50% in each of the Project Companies.
4.2. GLFE shall have an initial equity participation of 24% in each JV Entity,
equivalent to an initial indirect participation of 12% in each of the
Project Companies.
4.3. In exchange for the above referred equity participation, GLFE shall:
4.3.1 upon execution of this LOI by both Parties, pay CMGN the amount of
US$200,000.00, to be deposited in the account set forth in
paragraph 12.3:
(i) such amount corresponds to a fraction of the pro-rata (12%)
participation of GLFE in the costs incurred by CMGN in
regard to the Project during Fiscal Years 2003 to 2005, as
set forth in paragraph 3.1, and
4
(ii) this amount shall be reimbursed to GLFE should the
Transaction not be completed within the term set forth in
paragraph 9.1 herein, unless such period is extended by the
written agreement of the Parties;
4.3.2 upon completion of the Transaction:
(i) pay CMGN the amount of US$339,556.12, to be deposited in the
account set forth in paragraph 12.3. This amount shall
account for the complete pro-rata (12%) participation of
GLFE in the costs incurred by CMGN in regard to the Project
during Fiscal Years 2003 to 2005, as set forth in paragraph
3.1, and
(ii) contribute to the JV Entities an initial additional amount
of US$829,780.00, which amount corresponds to 12% of the
initial stages estimated development costs of the Project
for Fiscal Years 2006 and 2007, as set forth in paragraph
3.2;
4.3.3 within 15 days after the date of completion of the Transaction,
transfer to CMGN (or an Affiliate thereof, as designated by CMGN)
300,000 restricted shares representative of the equity capital of
[Company]. Neither all nor any fraction of such shares shall be
transferred by CMGN (or its corresponding Affiliate) until a
holding period of 24 months counted from the date of transfer by
GLFE to CMGN (or its corresponding Affiliate) as set forth herein,
shall have expired.
4.4. Upon payment of the amount referred to under paragraph 4.3.2(i), CMGN
shall cause each of the Joint Venture Entities to:
4.4.1 record a total initial equity contribution in the amount of
$539,556.12 in favor of GLFE, as may be applicable in each Joint
Venture Entity, which shall correspond to GLFE's pro rata
participation in the amounts set forth in paragraph 3.1, and
4.4.2 issue the corresponding equity interests representative of the
equity capital of each of the Joint Venture Entities, to GLFE.
4.5. Upon contribution of the amount referred to under paragraph 4.3.2(ii),
CMGN shall cause each of the Joint Venture Entities to record a
contribution for future capital increases in the amount of US$829,780.00
in favor of GLFE, as may be applicable in each Joint Venture Entity,
which shall correspond to GLFE's pro rata participation in the amounts
set forth in paragraph 3.2. The corresponding equity interests
representative of the equity capital of each of the Joint Venture
Entities shall be issued to GLFE promptly after the respective Joint
Venture Entity's Equity Holders' Meeting shall have approved the
pertaining equity capital increases.
4.6. Notwithstanding the foregoing, the definitive terms of the Joint Venture
Agreement and the execution of such shall be subject to the final
approval of the Board of Directors of each of GLFE and CMGN,
respectively.
5
5. ADDITIONAL COMMITMENT OF CMGN.
5.1. From the date of completion of the Transaction, CMGN shall inform GLFE,
in writing, of all decisions adopted by (i) CMGN and the Project Partner
(prior to the incorporation of each the Project Companies), or
alternatively (ii) by the Board of Directors or the Equityholders'
Meeting (or bodies similar to the foregoing) of each of the Project
Companies (from the date of incorporation of each of the Project
Companies) in regard to the Project, promptly after such decisions shall
have been adopted.
5.2. The commitment of CMGN pursuant to paragraph 5.1 shall be additional to
any and all obligations applicable to the provision of information to
equityholders of a company pursuant to Mexican law, and shall be included
in the Joint Venture Agreement.
6. FEES.
6.1. Each Party shall pay the fees of the consultants each one of them retains
in regard to the Transaction, including legal and accounting fees, and
those of any other adviser.
6.2. Fees attributable to services provided to both Parties, if any, shall be
paid by each of them in the respective proportions as may be agreed upon,
provided that in the absence of such agreement the pertaining fees shall
be paid equally by both Parties.
7. CONFIDENTIALITY.
7.1. During the term of this LOI and for a period of five years after its
termination, irrespective of the reason for such termination, each Party
shall (i) keep all Confidential Information confidential, and (ii)
abstain from disclosing or distributing Confidential Information to any
third party, without the prior written consent thereof of the Disclosing
Party.
7.2. Notwithstanding the foregoing, the provisions of this Section shall not
apply to (i) public information, provided that such information did not
become public by reason of breach of the provisions of this LOI; (ii)
information that shall have been obtained by one of the Parties prior to
its disclosure by the other Party, provided that the obtainment of such
information did not imply the breach of a confidentiality obligation;
(iii) information obtained from third parties with a right to disclose
such information without breach of a confidentiality obligation, and (iv)
information which should be disclosed pursuant to applicable law or to an
order issued by judicial or governmental authorities, provided that (aa)
the non-disclosure of such information by the Receiving Party shall
subject such Party to civil, criminal or administrative penalties, and
that (bb) the Receiving Party notifies the Disclosing Party regarding the
former's receipt of the order that compels it to disclose the
Confidential Information, as soon as the Receiving Party receives such
order, in order for the Disclosing Party to timely object the requested
disclosure by all means legally available for such purposes.
6
7.3. Notwithstanding the provisions of paragraph 7.1, the Parties may disclose
Confidential Information to its representatives, directors, officers,
employees, Affiliates, agents, subcontractors and advisers that (i)
should be informed of such Confidential Information, and (ii) shall have
been informed of the restrictions set forth in this LOI regarding such
Confidential Information and accept to abide by them as if they were a
party hereto and shall have previously executed all required
confidentiality or otherwise non-disclosure agreements.
7.4. All press releases, notices and other announcements or publications that
the Parties wish, allow or encourage to be made, which contain
information related to this LOI or the Transaction, shall have to be
approved by the other Party prior to their distribution or publication.
Approval thereof, by either party, shall not be unreasonably withheld.
7.5. The disclosure of this LOI and its contents by GLFE, in the event such
disclosure is necessary to any competent authority pursuant to applicable
law, shall not be considered a breach of the provisions of this Section
7, provided that:
7.5.1 all measures are thereby taken to preserve the confidentiality of
that information the disclosure of which would, at the reasonable
discretion of CMGN, hamper the Project, its development or
prospects, or CMGN's (or its corresponding Affiliate's) agreements
with the Project Partner in regard to the Project, and that
7.5.2 all press releases, notices and other announcements or publications
that GLFE (or its applicable Affiliate) shall make, which contain
information related to this LOI or the Transaction, shall have been
approved by CMGN prior to their distribution or publication.
7.6. The disclosure of this LOI and its contents by CMGN, in the event such
disclosure is necessary to any competent authority pursuant to applicable
law, shall not be considered a breach of the provisions of this Section
7, provided that:
7.6.1 such disclosure is made to any competent authority of Mexico with
jurisdiction over the Project or any portion thereof, and that
7.6.2 GLFE shall have approved the corresponding notice should it contain
information related to GLFE, prior to its disclosure.
7.7. Each of the Parties acknowledges and agrees that all Confidential
Information that the other Party provides it pursuant to this LOI,
thereby including technical, commercial and otherwise information, as
well as all the information that any of the Parties develops by means of
the information so provided, shall be the sole property of the Disclosing
Party, but may be utilized by the Receiving Party in order to negotiate
and agree, if applicable, the terms of the Joint Venture Agreement. Upon
termination of this LOI, regardless of the cause for such termination, if
so requested by the Disclosing Party, the Receiving Party shall deliver
to the Disclosing Party all copies of the Confidential Information in its
possession or, alternatively, shall certify to the satisfaction of the
Disclosing Party that such copies have been totally destroyed and made
unusable.
7
8. EXCLUSIVITY.
Upon execution of this LOI and during the term hereof, but except with the prior
authorization thereof by CMGN, GLFE shall abstain from the following:
8.1. undertaking any negotiations related to the pipeline transportation of
natural gas or to the storage of LNG, in both cases within the states of
Yucatan and Quintana Roo, Mexico, with Persons other than CMGN, its
advisers, representatives, consultants or agents, and from
8.2. accepting, analyzing, inducing, publicizing or negotiating offers from or
with Persons other than CMGN, its advisers, representatives, consultants
or agents, which purpose are the actions referred to under paragraph 8.1
above.
9. TERM.
9.1. It is the intent of the Parties to conclude the negotiations referred to
herein, and to complete the Transaction, within a term of 60 days after
the date of execution of this LOI; therefore, this instrument shall be in
full force and effect during the period counted from the date of
execution of this LOI to the date of execution of the Joint Venture
Agreement, if applicable.
9.2. If the Transaction should not be completed within the above referred
period, but except if the term of this LOI shall have been expressly
extended by the written agreement of the Parties, this LOI shall be
terminated, without any responsibility for the Parties thereof, except
for the provisions of Section 7 above, which shall survive the
termination of this instrument.
9.3. None of the Parties shall incur in any liability or obligation by means
of the expression of interest set forth herein and no Party shall be
obligated to the other unless and until the Transaction is duly completed
(except for the provisions of paragraph 4.3.1 and Section 7 herein).
10. TERMINATION.
10.1. This LOI shall be terminated without any responsibility for the Parties
thereof (except for the provisions of Section 7 above, which shall
survive the termination of this instrument, and for those of paragraph
10.2, which grant specific rights to CMGN) upon the occurrence of any of
the following:
10.1.1should GLFE not pay CMGN the amount mentioned in paragraph 4.3.1,
as set forth therein;
10.1.2should any competent authority request, instruct or order the
termination of the negotiations related to the execution of the
Joint Venture Agreement, or if such execution is obstructed by a
competent authority;
8
10.1.3should any of the Parties breach the provisions of Section 7, or
should GLFE breach the provisions of Section 8 of this LOI;
10.1.4should the Transaction not be completed within a term of 60 days
after the date of execution of this LOI, unless such period is
extended by the written agreement of the Parties, or
10.1.5should any of the Parties:
(i) become insolvent or incapable to pay its debt when due, or
request or accept the designation of a receiver,
administrator, liquidator or trustee, or such were
designated or would take possession of a Party or of all or
a substantial part of its assets and liabilities;
(ii) or all or a substantial part of its properties, assets or
income be subject to a bankruptcy, suspension of payments,
liquidation, dissolution or otherwise similar procedure;
(iii) undertake or agree to a general assignment on behalf of its
creditors, or
(iv) should a Party threaten in writing to suspend its operations
or a substantial part of such.
10.2. Should CMGN terminate this LOI pursuant to paragraphs 10.1.3 or 10.1.5,
for reason of GLFE's actions, then CMGN shall not be obligated to
reimburse GLFE the amounts paid pursuant to paragraph 4.3.1.
11. NO WAIVER.
Should any of the Parties decide not to enforce the provisions of Section 7 or
Section 8 herein, the foregoing shall not be construed as a waiver or otherwise
renunciation by such Party to demand the compliance of the pertaining obligation
by the other Party.
12. NOTICES.
12.1. Any notice to be delivered by one Party to the other pursuant to this LOI
shall be in writing and sent to the other Party, by courier (return
receipt requested), facsimile ("fax") (receipt confirmed), or delivered
personally, and shall be deemed to be received when effectively received
by the addressee. All notices shall be sent to the following addresses of
the Parties:
12.1.1IF TO GLFE:
5858 Westheimer Suite 850
Houston, Texas 77057
Fax: 713-621-7500
At'n: Don Wilson
9
12.1.2IF TO CMGN:
Pedro Luis Ogazon 59
Colonia Guadalupe Inn
01100 Mexico, D.F.
Fax: (+52-55) 5148-6701
At'n: Manuel Calvillo Alvarez
12.2. If one of the Parties should change its address as set forth above, such
Party shall notify the other Party of such circumstance as provided in
this Section, as soon as such change occurs. The Parties agree that
unless a change of address has been notified to the other Party pursuant
to this Section, all notices sent to the above addresses or to that
notified to the other Party as set forth herein, shall be valid and
effective.
12.3. All payments to be made to CMGN pursuant to this LOI shall be deposited
in the following account:
Cia. Mexicana de Gas Natural, S.A. de C.V.
Banco Santander Central Hispano International
ABA 066010597
Account number 124006903
Client number 26905
Miami, Florida, USA.
13. ASSIGNMENT.
The rights and obligations of the Parties pursuant to this LOI may be assigned
by the Parties to any of their corresponding Affiliates, with prior written
notice thereof to the other Party.
14. APPLICABLE LAW AND ARBITRATION.
14.1. This LOI shall be governed and construed in accordance with the laws of
Mexico.
14.2. Any dispute, controversy or claim arising out of, or in relation to, or
in connection with, this LOI shall be resolved by an arbitration
tribunal, which arbitration tribunal shall act in accordance with the
rules of Conciliation and Arbitration of the International Chamber of
Commerce (the "ARBITRATION RULES"), applying the laws of Mexico to the
substance of the controversy.
14.3. The arbitration tribunal shall be composed of three arbitrators, one
designated by each Party and a third one, who shall preside the tribunal,
to be appointed by the International Chamber of Commerce in accordance
with the Arbitration Rules. The arbitration tribunal shall resolve by
majority vote of the arbitrators.
14.4. The Arbitration shall be held in Mexico City, Mexico. The arbitration
proceeding shall be conducted in both the Spanish and English languages;
any procedure not
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determined under the Arbitration Rules shall be determined by the laws of
Mexico and therefore consequential, punitive or other similar damages
shall not be allowed.
15. ORIGINALS.
This LOI shall be executed in two originals, each one of them, when so executed,
shall be considered an original but both of them shall constitute one and the
same instrument.
[REST OF PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE TO FOLLOW.]
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Should the terms of this LOI merit your conformity, we respectfully request that
this document be executed in one of the originals sent, returning the other one
to us, duly executed, in order for this instrument to be binding and enforceable
among the Parties.
Sincerely,
Cia. MEXICANA DE GAS NATURAL, S.A. DE C.V.
/S/ FERNANDO CALVILLO ALVAREZ
- -----------------------------------------------
By: Fernando Calvillo Alvarez
Title: Chairman.
In agreement:
GULF UNITED ENERGY INC
/S/ BRUNO FRUSCALZO
- ------------------------
By: Bruno Fruscalzo
Title: Director
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EXHIBIT A
1 2 3 4 5 6 7 8 9 10 11
FEB-06 MAR-06 APR-06 MAY-06 JUN-06 JUL-06 AUG-06 SEP-06 OCT-06 NOV-06 DEC-06
$2,036,000
$380,000 $276,000 $276,000 $276,000 $276,000 $276,000 $276,000
$260,000
$130,000 $130,000
$167,200 $60,000 $26,800 $26,800 $26,800 $26,800
$174,000 $36,000 $18,000
$120,000
$222,000 $98,000 $62,000 $62,000
$480,000 $30,000 $30,000 $30,000 $30,000
$180,000 $180,000
$204,000 $60,000 $36,000 $36,000 $36,000 $36,000
$480,000 $80,000 $80,000 $80,000 $80,000
$160,000
$190,000 $65,000 $65,000 $30,000 $30,000
$144,000 $48,000 $48,000 $48,000
$555,000
$180,000 $125,000 $125,000 $125,000
$4,912,200 $- $- $-
$208,000 $943,000 $975,800 $708,800 $720,800 $493,800 $431,000 $431,000
EXHIBIT B
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 2.0
PROJECT DEVELOPMENT EXPENSES SUMMARY
YEARLY EXPENSES
REAL AND PROJECTED
YEAR TOTAL
2003 - 2004 - SPENT- 1,479,441
2005 - SPENT- 2,584,860
2006 - PROJECTED - 1,924,635
TOTAL PROJECT EXPENSES PRIOR TO CONSTRUCTION 5,988,936
Prepared Approved Term
SUM MCA 2003/2006
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 2.0
PROJECT DEVELOPMENT EXPENSES 2003 - 2004
COMISION REGULADORA DE ENERGIA
CRE PERMIT PREPARATION & SUBMITION
CONCEPT HRS USD/HR TOTAL
LEGAL
Legal Work 600 165 99,000
General Terms and Conditions 760 165 125,400
Follow up 260 165 42,900
TECHNICAL
Hydraulic Model 65,000
Preliminary Topographics 480 85 40,800
Preliminary Engineering 460 18 8,280
Costs Calculation 275 60 16,500
ECONOMIC
Rates Calculation 386 95 36,670
Economic Models 460 95 43,700
Proformas 430 95 40,850
PERMITS
CFE ROW agreement 400,000
TRAVEL EXPENSES 176,526
COMUNICATIONS 26,500
INDIRECT COSTS 15% 164,344
TOTAL COST 1,286,470
VAT 15% 192,971
TOTAL COST INCL. VAT 1,479,441
Prepared Approved Term
SUM MCA 2003/2004
2
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL MARCH ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 19,780 8.00% 8.00%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 0.00% 0.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 0.00% 0.00%
Accidents prevention program
Total for this permit 20,700 0.00% 0.00%
Construction licenses
Total for this permit 27,600 0.00% 0.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 0.00% 0.00%
TOTAL COST FOR PERMITS 809,025 19,780
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 0.00% 0.00%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES MARCH 2005 19,780
Prepared Approved Term
SUM MCA Mar-04
3
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL APRIL ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 14,835 6.00% 14.00%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 0.00% 0.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 0.00% 0.00%
Accidents prevention program
Total for this permit 20,700 0.00% 0.00%
Construction licenses
Total for this permit 27,600 0.00% 0.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 0.00% 0.00%
TOTAL COST FOR PERMITS 809,025 14,835
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 0.00% 0.00%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES APRIL 2005 14,835
Prepared Approved Term
SUM MCA Apr-04
4
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL MAY ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 19,780 8.00% 22.00%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 0.00% 0.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 0.00% 0.00%
Accidents prevention program
Total for this permit 20,700 0.00% 0.00%
Construction licenses
Total for this permit 27,600 0.00% 0.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 0.00% 0.00%
TOTAL COST FOR PERMITS 809,025 19,780
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 0.00% 0.00%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES MAY 2005 19,780
Prepared Approved Term
SUM MCA May-04
5
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL JUNE ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 19,780 8.00% 30.00%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 0.00% 0.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 3,105 10.00% 10.00%
Accidents prevention program
Total for this permit 20,700 0.00% 0.00%
Construction licenses
Total for this permit 27,600 0.00% 0.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 0.00% 0.00%
TOTAL COST FOR PERMITS 809,025 22,885
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 420,534 11.30% 11.30%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES JUNE 2005 443,419
Prepared Approved Term
SUM MCA Jun-04
6
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL JULY ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 16,566 6.70% 36.70%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 0.00% 0.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 3,105 10.00% 20.00%
Accidents prevention program
Total for this permit 20,700 0.00% 0.00%
Construction licenses
Total for this permit 27,600 0.00% 0.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 0.00% 0.00%
TOTAL COST FOR PERMITS 809,025 19,671
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 641,221 17.23% 28.53%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES JULY 2005 660,892
Prepared Approved Term
BRYCSA Finance Department SUM MCA Jul-04
7
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL AUGUST ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 14,835 6.00% 42.70%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 0.00% 0.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 2,484 8.00% 28.00%
Accidents prevention program
Total for this permit 20,700 0.00% 0.00%
Construction licenses
Total for this permit 27,600 0.00% 0.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 0.00% 0.00%
TOTAL COST FOR PERMITS 809,025 17,319
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 524,365 14.09% 42.62%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES AUGUST 2005 541,684
Prepared Approved Term
BRYCSA Finance Department SUM MCA Aug-04
8
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL SEPTEMBER ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 12,610 5.10% 41.40%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 26,250 15.00% 15.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 2,174 7.00% 35.00%
Accidents prevention program
Total for this permit 20,700 0.00% 0.00%
Construction licenses
Total for this permit 27,600 828 3.00% 3.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 14,000 20.00% 20.00%
TOTAL COST FOR PERMITS 809,025 55,862
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 238,551 6.41% 49.03%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES SEPTEMBER 2005 294,413
Prepared Approved Term
SUM MCA Sep-04
9
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL OCTOBER ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 18,297 7.40% 48.80%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 26,250 15.00% 30.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 0.00% 35.00%
Accidents prevention program
Total for this permit 20,700 0.00% 0.00%
Construction licenses
Total for this permit 27,600 1,380 5.00% 8.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 14,000 20.00% 40.00%
TOTAL COST FOR PERMITS 809,025 59,927
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 134,698 3.62% 52.65%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES OCTOBER 2005 194,625
Prepared Approved Term
SUM MCA Oct-04
10
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL NOVEMBER ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 65,793 26.61% 75.41%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 0.00% 30.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 0.00% 35.00%
Accidents prevention program
Total for this permit 20,700 7,245 35.00% 35.00%
Construction licenses
Total for this permit 27,600 2,760 10.00% 18.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 7,000 10.00% 50.00%
TOTAL COST FOR PERMITS 809,025 82,798
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 151,902 4.08% 56.73%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES NOVEMBER 2005 234,700
Prepared Approved Term
BRYCSA Finance Department SUM MCA Nov-04
11
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
SPENT MONTHLY ACCUMULATED
TOTAL DECEMBER ADVANCE ADVANCE
Environmental impact permit preparation
Total for this permit 247,250 10,385 4.20% 79.61%
Environmental Risk Study preparation
Total for this permit 140,000 0.00% 0.00%
Change of Use of Land Authorization forest areas
Total for this permit 75,000 0.00% 0.00%
Vegetarion Census
Total for this permit 175,000 0.00% 30.00%
Arqueological sites study (pass thru cost)
Total for this permit 31,050 0.00% 35.00%
Accidents prevention program
Total for this permit 20,700 3,105 15.00% 50.00%
Construction licenses
Total for this permit 27,600 2,760 10.00% 28.00%
Land use permit
Total for this permit 22,425 0.00% 0.00%
Right of way crossing permits
Total for this permit 70,000 3,500 5.00% 55.00%
TOTAL COST FOR PERMITS 809,025 19,750
RIGHT OF WAY & TOPOGRAPHICS 3,721,538 140,983 3.79% 60.52%
AERIAL PHOTOGRAPH 261,763 0.00% 0.00%
TOTAL EXPENSES DECEMBER 2005 160,733
Prepared Approved Term
SUM MCA Dec-04
12
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
PROJECT DEVELOPMENT EXPENSES 2005
MONTHLY SUMMARY
MONTH AMOUNT
March 19,780
April 14,835
May 19,780
June 443,419
July 660,892
August 541,684
September 294,413
October 194,625
November 234,700
December 160,733
TOTAL EXPENSES INCL. VAT 2,584,860
Prepared Approved Term
SUM MCA 2005
13
Project expenses worksheet
Project: Fermaca Pipeline de la Peninsula, S. de R.L. de C.V.
16", 234 km natural gas pipeline @ Valladolid - Nizuc - Punta Venado Ver: 3.0
PROJECT DEVELOPMENT EXPENSES 2006
MONTHLY PROJECTION
MONTH AMOUNT
March 212,953
April 212,360
May 212,862
June 214,779
July 212,821
August 214,452
September 216,081
October 214,164
November 214,164
TOTAL EXPENSES INCL. VAT 1,924,635
Prepared Approved Term
BRYCSA Finance Department SUM MCA 2006
14
Concept Amount Months March April May June July August September October November
Environmental impact permit preparation 34,589 2 17,295 17,295
Environmental Risk Study preparation 140,000 4 35,000 35,000 35,000 35,000
Change of Use of Land Authorization 75,000 4 18,750 18,750 18,750 18,750
forest areas
Vegetarion Census 122,500 4 30,625 30,625 30,625 30,625
Arqueological sites study 20,183 6 3,364 3,364 3,364 3,364 3,364 3,364
Accidents prevention program 10,350 3 3,450 3,450 3,450
Construction licenses 19,872 5 3,974 3,974 3,974 3,974 3,974
Land Use permit 22,425 3 7,475 7,475 7,475
Right of way crossing permits 31,500 9 3,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500
Right of way & topographics 1,186,453 9 136,442 100,849 118,645 71,187 65,255 154,239 148,307 195,765 195,765
Aerial photograph 261,763 5 52,353 52,353 52,353 52,353 52,353
Total 1,924,635 212,953 212,360 212,862 214,779 212,821 214,452 216,081 214,164 214,164
15