ICBC contributes $35 million to $85 million onshore loan to Aeropuertos Argentina 2000

Project narrative

On August 9, 2019, Aeropuertos Argentina 2000 S.A. (AA2000) signed two loan agreements: (a) the onshore loan agreement for $85,000,000 and (b) the offshore loan agreement for $35,000,000. The onshore lenders were Industrial and Commercial Bank of China (Argentina) S.A., Banco Galicia y Buenos Aires S.A.U. and Banco Santander Río S.A., while the offshore loan was signed with Citibank N.A. ICBC Argentina contributed $35 million to the onshore loan, per legal advisors on the transaction. Both loans carry 3-year terms (maturities). The capital under the loan agreements was to be repaid in eight equal and consecutive quarterly installments, with the first capital payment made one year after the disbursement date. The onshore loan carries a fixed annual interest rate of 9.75%. As a source of collateral for the loans, AA2000 constituted a trust under which it was assigned fiduciary for guarantee purposes in accordance with the provisions of article 1680 and concordant of the Civil and Commercial Code of the Nation and for the benefit of each and every one of the lending banks, as beneficiaries (a) the collection rights, whether charged directly by AA2000 or a third party for the account and / or order of AA2000, with respect to the total flow of funds for import and export services provided by Terminal de Cargas Argentinas (a business unit of AA2000), including but not limited to storage, handling, refrigeration and scanning of merchandise in any of the airports of AA2000 (with the exception of 15% corresponding to the total revenues of the Concession, in accordance with the provisions of clause 5 of the Memorandum Agreement); and (b) the collection rights of AA2000 as a trustee pursuant to the provisions of article 11.4 of the Negotiable Obligations guarantee contract between AA2000 and Citibank dated January 17, 2017, in the event of termination, expropriation or rescue of the Concession Contract; including the right to receive and withhold all payments pursuant to them and any other proceeds thereof, fiduciary assigned under guarantee of the Negotiable Obligations by AA2000 under the Negotiable Obligations Guarantee Trust. Said assignment has been authorized by Resolution No. 61/2019 of the ORSNA dated August 8, 2019. On April 29, 2020, a framework agreement was signed between AA2000 and the Industrial and Commercial Bank of China (Argentina), as well as Banco de Galicia y Buenos Aires SAU, and Banco Santander Río SA, agreeing to partially refinance the USD $85 million onshore loan. The framework agreement allowed the loan's installments due in August 2020 and November 2020 to be refinanced via new bilateral loans between AA2000 and each of the creditors, to be repaid in four quarterly installments starting September 19, 2021, functionally deferring the payments. A total of US $ 26,666,667 was to be provided under the framework agreement. The issuing of new bilateral loans from ICBC to AA2000 under this framework agreement are captured via Record ID#105301 and ID#105305. Then, on February 19, 2021, AA2000 acquired another set of four bilateral loans from ICBC Argentina and other creditors to refinance repayments due February 19, 2021. This loan is captured via Record ID#105306. Then, on May 17, 2021, AA2000 signed another agreement with ICBC Argentina, Banco de Galicia y Buenos Aires SAU, and Banco Santander Río SA to similarly defer May 2021, August 2021, and November 2021 payments on the August 2019 onshore loan via three bilateral loans (one with each creditor). The refinancing of the May 2021 and August 2021 are captured via Record ID#105307 and #105308 respectively. Then, a new framework agreement was signed on October 26, 2021. Through this framework agreement, a new USD $58 million syndicated loan was signed on November 18, 2021 with ICBC Argentina, Banco de Galicia and Buenos Aires, Banco Santander Río, and Citibank Argentina to refinance debts, captured via Record ID#97357.