Peru Property Lease Agreement

 

Source: U.S. Securities and Exchange Commission

 

EX-10.47 42 dex1047.htm LEASE AGREEMENT BETWEEN MINERA PERU COPPER SYNDICATE S.A. AND CENTROMIN PERU S.A

Exhibit 10.47

 

TRA.0416-05/N

 

EMPRESA MINERA DEL CENTRO DEL PERÚ S.A.

 

GSG-OLP-C-177-2003

 

LEASE AGREEMENT

 

WITNESSETH HEREBY the Lease Agreement entered into by and between Empresa Minera del Centro del Perú S.A. – CENTROMÍN PERÚ S.A., identified by Tax ID Number (RUC) 20100176531, and registered office at Av. Javier Prado Este 1975, San Borja, acting by and through its General Manager, Juana Rosa DEL CASTILLO VALDIVIA, identified by National Identity Card (DNI) 105513338, as per the power of attorney entered in Electronic Item 11009323 of the Registry of Companies in and for Lima, hereinafter referred to as CENTROMÍN, and Minera Perú Copper Syndicate S.A. with Tax ID Number (RUC) 20506675457 and registered office at Calle Morelli 109, 5to Piso, San Borja, acting by and through its Exploration Manager, Ángel ÁLVAREZ ANGULO, identified by National Identity Card (DNI) 07276927, as per the power of attorney entered in Entry C 00002 of Electronic Item 11532703 of the Registry of Companies in and for Lima, hereinafter referred to as THE LESSEE, in the following terms and conditions:

 

CLAUSE ONE: RECITALS

 

Through Letter GE-EXP-PRY-011-2003 dated July 14, 2003, Empresa Minera Perú Copper Syndicate S.A. requested Centromín Perú S.A. to be granted in lease several movable and immovable property located in the Tuctu-Morococha residential area.

 

Through Agreement 44-2004 of its Board of Directors, CENTROMÍN authorized that a Lease Agreement be entered into for the immovable property located in the Tuctu-Morococha residential area including the movable property found in each immovable property unit, according to the terms and conditions set forth herein.

 

CLAUSE TWO: DESCRIPTION OF THE IMMOVABLE PROPERTY

 

CENTROMÍN is the owner of the following immovable property, as set forth in Exhibit I attached hereto:

 

Description		Total area in m2
House 09		246.68
House 10		153.12
House 11		105.78
House 12		171.70
House 13		173.69
House 14		127.17
House 15		175.05
House 17		113.85
Departments A1, A2, A3		135.00
Department F (School)		93.35
Former Bowling		132.38

 

---

Page 2

 

The foregoing immovable property located in the residential area of Tuctu, District of Morococha, Province of Yauli, La Oroya, Department of Junín, is vacant and in good state of repair.

 

Each property unit includes several movable properties in good state of repair described in Exhibit 2 which are enclosed hereto and form an integral part of this Agreement.

 

CLAUSE THREE: PURPOSE

 

CENTROMÍN hereby grants MINERA PERU the lease of the immovable property described in Clause Two including the movable property described in Exhibit 2 for exclusive use as administrative offices and/or places of residence by MINERA PERU.

 

CLAUSE FOUR: TERM

 

The term of this Agreement shall be six (6) months as from August 1, 2003 and hall expire automatically on January 11, 2003 without the need of a prior notice. This term can be renewed prior written agreement of the parties.

 

CLAUSE FIVE: RENTAL AMOUNT

 

The monthly rental amount is S/.2,600 (Two Thousand Six Hundred Nuevos Soles) excluding VAT.

 

It should be indicated that the rental amount includes the use of the movable property described in Exhibit 2.

 

The monthly rental amount shall be paid in advance within the first seven (7) business days of each month, prior reception of the respective bill. The failure to make timely payment of the rental amount shall give rise to default TAMN (Lending Interest Rate in Local Currency) for each day in arrears, irrespective of the termination effect that such default may give rise to.

 

In addition, MINERA PERU shall assume the obligations described in Clause Six of this Agreement.

 

CLAUSE SIX: OBLIGATIONS OF MINERA PERÚ

 

6.1	MINERA PERÚ is entitled to refurbish and/or remodel the immovable property subject matter of this Agreement without this implying modifications to the structures, windows, doors and others that may alter and the structure and the purpose of the immovable property.

 

6.2	In case of destruction and/or deterioration of the movable and immovable property described in Exhibit 2, MINERA PERÚ undertakes to restore, repair or restitute its economic value prior to the date of expiration of this Agreement and/or return of such property.

 

---

Page 3

 

6.3	The electricity, drinking water, telephone, and surveillance bills as well as the municipal taxes, and the maintenance and other costs of similar nature of the immovable property described in Clause Two shall be to the account MINERA PERÚ.

 

MINERA PERÚ shall be in charge of the payment of the surveillance of the entire housing, hotel, dining hall and other infrastructure of the Tuctu residential area contracted by CENTROMÍN. Consequently, MINERA PERÚ shall pay to CENTROMÍN on this account the monthly amount of S/.1,378.10 including VAT.

 

6.4	MINERA PERÚ undertakes to comply with the obligations set forth in Article 1682 of the Civil Code, with the exception of Point 8 of such provision.

 

CLAUSE SEVEN: OBLIGATIONS OF CENTROMÍN

 

7.1	To give MINERA PERÚ the use of the property during the term of this Agreement.

 

7.2	To assume the payment of the Property Tax.

 

CLAUSE EIGHT: DELIVERY OF THE PROPERTY

 

MINERA PERÚ shall receive the immovable property subject matter of this Agreement in the conditions described in Exhibit 1 attached hereto.

 

MINERA PERÚ shall also receive the movable property described in Exhibit 2 attached hereto.

 

The return of the movable and immovable property shall be made in the same conditions as was received other than for the normal wear and tear.

 

CLAUSE NINE: REPRESENTATION

 

MINERA PERÚ represents that it receives a complete set of keys belonging to the interior and exterior doors of the immovable property of the lease, which it undertakes to return at the end of the Agreement. MINERO PERÚ also represents that it receives the movable and immovable property in operating and use conditions.

 

CLAUSE TEN: PROHIBITION TO SUB-LEASE

 

MINERA PERÚ may not sub-lease all or part of the immovable and immovable property subject matter of this Agreement.

 

CLAUSE ELEVEN: GROUNDS FOR TERMINATION

 

The failure to fulfill any of the obligations and/or prohibitions set forth herein shall constitute grounds for the automatic termination of this Agreement pursuant to Point 5, Article 1697 of the Civil Code.

 

---

Page 4

 

CLAUSE TWELVE: EXPENSES AND TAXES

 

The parties agree that MINERA PERÚ will assume all expenses and taxes that the granting and execution of this Agreement may give rise to, except as stipulated in Sub-Point 7.2 herein.

 

CLAUSE THIRTEEN: JURISDICTION AND COMMUNICATIONS

 

Any discrepancies with respect to the interpretation and/or scope of this Agreement shall be settled directly and harmoniously between the parties. If not possible, the parties submit to the competence and jurisdiction of the Court of Appeals in and for Lima.

 

Any communications and notices exchanged between the parties as a consequence of the execution of this Agreement should be served at the first above written addresses. Any change of domicile by any of the parties shall be effective as from the time a written communication of the respective change is received by the other party.

 

CLAUSE FOURTEEN: SUPPLEMENTARY APPLICATION OF THE LAW

 

The parties submit to the provisions of the Civil Code with respect to any matter not set forth in this Agreement.

 

IN WITNESS HEREOF, and as an expression of their full agreement with each and every one of the clauses of this Agreement, the parties hereunto set their hands in two (2) counterparts all of the same tenor in the city of Lima on September 30, 2003.

 

CENTROMÍN PERÚ S.A.		THE LESSEE
(by) (signed)		(by) (signed)
Juana Rosa Del Castillo Valdivia		Angel Álvarez Angulo
General Manager		Exploration Manager

 

(signed)