JOINT VENTURE AGREEMENT
This Joint Venture Agreement, effective March 31, 2006, is made by and between
PT. Global Indonesia Mining (hereinafter called "Party A") and NT HOLDING CORP.,
or any of its wholly owned subsidiary (hereinafter called "Party B") in which
both parties agreed as follows:
1. JOINT VENTURE BUSINESS
1.01 Party A and Party B (hereinafter called "the Joint Venture Partners")
agreed to set up a Joint Venture Company on equity basis in the country of
the Republic of Indonesia and to carry out the business of coal mining and
export.
1.02 Party A owns and/or controls the right of concession on coal mines in the
territory of the Republic of Indonesia which has proven reserve of coal of
approximately 000 (xxxxx xxxxxxxx and thirty) millions tons.
1.03 After signing of this Joint Venture Agreement, Party A and Party B will be
at their best effort to apply to the Government of Indonesia for the
establishment of a Joint Venture Company with the terms and conditions as
described below:
2. TERM
2.01 The Joint Venture (the "JV") will commence once the Joint Venture Company
is approved by the Government of Indonesia and will continue for 30
(thirty) years period from the date of commencement.
3. SHARES AND CAPITAL
3.01 The Joint Venture Partners shall participate in the assets, liabilities,
profits and losses of the Joint Venture in the percentages shown beside
their respective names (their "Equity Shares"):
PT. Global Indonesia Mining (Party A) 30%
NT Holding Corp. or its wholly owned subsidiaries (Party B) 70%
3.02 The Joint Venture Company will have a total authorized and paid up capital
of US$1,200,000 (US Dollar: One Million and Two Hundred Thousands). Party
A contributes to the joint Venture Company its right of concession on the
coal mines as capital for 30 (thirty) years and Party B contributes cash
to the joint Venture Company as its respective equity capital. Party A
will vest into the Joint Venture Company the right of concession on a coal
mine with a total area of approximately 68,000 hectares containing a
reserve of approximately 593,000,000 tons of coal on the following time
table:
First Year 400 hectares approximately 4,000,000 tons of coal
Second Year 600 hectares approximately 6,000,000 tons of coal
3.03 No interest accrues on a Joint Venture Partner's capital contributions to
the Partnership in proportion to his Equity Share. However, if a Joint
Venture Partner makes an actual payment or advance for the purpose of the
Partnership beyond its Partnership Share (hereinafter called the
"Additional Advance"), it is entitled to 6% (six percents) per annum
interest from the Partnership on the Additional Advance until refunded by
the Joint Venture Company.
4. BANKING ARRANGEMENT AND FINANCIAL RECORD
4.01 The Joint Venture Company shall maintain a bank account on which cheques
may be drawn only on the signature of all of the Joint Venture Partners.
4.02 The Joint Venture Company shall at all times maintain full and proper
accounts of business accessible to each of the Joint Venture Partner at
any time on reasonable notice. Party B will assign personnel to supervise
the Joint Venture Company's financial function.
5. MANAGEMENT OF JV BUSINESS
5.01 Apart from the right of concession, Party A will assist the Joint Venture
Company to operate the business including the construction of access road,
port, equipment and labor if necessary. Party A assists the Joint Venture
Company to control the cost of output approximately US$ 18 per ton which
cost budget includes depreciation and amortization of construction cost of
road and port, equipment and development but excludes Government's Royalty
and Taxes. Party A also assists the Joint Venture Company to locate the
coal with good quality having gross calorific value of 6.000 Kcal/Kg and
up.
5.02 Party B will assist the JV in the sales and marketing, exporting, cash
flow management, financial control, capital funding and equipment
purchase.
6. TERMINATION OF PARTNERSHIP 6.01 The JV may only be voluntary dissolved
during the joint lives of the Joint Venture Partners by mutual agreement
of the Joint Venture Partners.
6.02 On voluntary dissolution of the JV Company, subject to any contrary
agreement binding the former Joint Venture Partners and after making any
necessary adjustments in accordance with the generally accepted accounting
principles to allow for any debit balances in the Joint Venture Partners'
separate capital accounts, the Partnership business shall be promptly
liquidated and applied in the following order:
a) to pay the debts and liabilities of the Joint Venture Partners;
b) to refund any outstanding Additional Advances together with the accrued
interest;
c) to distribute the credit balances of the Joint Venture Partners'
separate income capital accounts;
d) to distribute the credit balances of the Joint Venture Partners'
separate capital accounts;
e) to distribute any residue to the Joint Venture Partners in proportion
to their respective Equity Shares.
6.03 A Joint Venture Partner involuntary ceases to be a Joint Venture Partner
on death or insolvency or becoming a mental incompetents so found by a
court of law, does not prevent the JV to continue in operation.
6.04 On a Joint Venture Partner involuntary ceasing to be a Joint Venture
Partner subject to any contrary agreement binding the former Joint Venture
Partner and the remaining Joint Venture Partners and after making any
necessary adjustments in accordance with the generally accepted accounting
principles to allow for any debit balances in the Joint Venture Partners'
separate capital accounts, the remaining Joint Venture Partners shall pay
the Joint Venture Partner ceasing to be a Joint Venture Partner or his
estate, as the case may be, any credit balances in his separate income and
capital accounts as shown on the financial statements of the Partnership
for the next month end following the date of his ceasing to be a Joint
Venture Partner (the "Payment Calculation Statements") and, upon payment,
the Joint Venture Partners has no further claims against the Partnership
or the remaining Joint Venture Partners in respect to their interest in
the Partnership. For clarity and greater certainty, the Payment
Calculation Statements shall not be adjusted to show value for goodwill or
work-in-process but shall be adjusted as though for a fiscal year end.
7. ARBITRATION OF DISPUTES
7.01 Any dispute between the Joint Venture Partners arising out or related to
this agreement and any amendments to it, whether before or after
dissolution of the Partnership or a Joint Venture Partner involuntary
cease to be a Joint Venture Partner, shall be referred to and settled by a
single arbitrator agreed upon by the Joint Venture Partners or, in default
of such agreement, to a single arbitrator appointed pursuant to the
legislation governing submissions to International Arbitration Centre. The
decision of the arbitrator is final and binding with no right of appeal.
8. MISCELLANEOUS
8.01 In this agreement, the singular includes the plural and the masculine
includes the feminine and neuter and vice versa unless the context
otherwise requires.
8.02 The capitalized headings in this agreement are only for convenience of
reference and do not form part of or affect the interpretation of this
agreement.
8.03 If any provision or part of any provision in this agreement is void for
any reason, it shall be severed without affecting the validity of the
balance of the agreement.
8.04 Time is of essence of this agreement.
8.05 The term of this agreement may only be amended in writing dated and signed
by all the Joint Venture Partners'
Agreed and executed in duplicate originals by
PT. Global Indonesia Mining NT Holding Corp.
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Name: /s/ Xxxx Xxxxxxx Name: Xxxx Xx Tsun
Title: President Title: CEO
