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EXHIBIT 10(XXII)
November 11, 1996
MADEIRA INTEX, S.A. INT'L EXPORTS
Mr. Ignatius "Eddy" Zapheirius Xxxxxxxxx, Chairman of the Board
000, 0xx Xxxxxxxxxxx
Xxxxxx, 000 00, Xxxxxx
RE: EQUITORIAL RESOURCES
Dear Eddy:
This letter will confirm our understanding with respect to the
contribution, to Equitorial Resources, a British Virgin Islands Corporation, of
certain assets, materials and resources described in your Joint Venture
Agreement, dated June 29, 1984 (copy attached), with Companhia Agropecuaria Do
Rio Jabuti (Jonasa group) and ancillary related agreements. Equitorial Resources
will be a partially-owned subsidiary of Nevada Manhattan Mining, Inc. (NVMH).
It is our mutual intent to develop and exploit the timber and other
concessions outlined in the above-mentioned agreement under the newly formed
Equitorial Resources. We may jointly elect to contribute additional properties
to Equitorial Resources which may become available.
It is agreed that Messrs. Xxxxxxxxxxx Xxxxxxxx ("CM"), Xxxxxxx Xxxxxx
("JK") and Xxxxxxxx X. Xxxxxxxxx ("IT") will be designated "key men" to this
agreement with the understanding that the conveyance of any assets under your
agreement, dated June 29, 1984, as described above, to Equitorial
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November 9, 1996
Resources will be subject to CM, JK and IT's position with Equitorial Resources
being confirmed and maintained to our mutual agreement. It is also understood
that CM and JK's current position with NVMH will also be subject to this "key
man" clause.
Each party signing this document warrants that he has the full power
and authority to execute same on behalf of his respective corporation(s).
Please execute where provided below.
Accepted and Agreed:
/s/ /s/
Xxxxxxxx X. Xxxxxxxxx Xxxxxxxxxxx X. Xxxxxxxx
for Madeira Intex S.A. & for NVMH and Equitorial Resources
Equitorial Resources
/s/
Xxxxxxx X. Xxxxxx
for NVMH & Equitorial Resources
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JOINT VENTURE
This agreement is made on June 29, 1984, between the first party "MADEIRA INTEX
S.A. INTERNATIONAL EXPORTS" a company duly formed legalized and constituted in
accordance to the laws of the Greek Democratic Republic, having its registered
Head Office in Athens, Greece at 000, 0xx Xxxxxxxxxxx Xx. duly represented by
Mr. Ignatius Zapheirius Xxxxxxxxx, Chairman of the Board and Mr. Xxxxxx Xxxxx xx
Xxxxx, Director, hereinafter called "MADEIRA INTEX", and the second party
"COMPANHIA AGROPECUARIA DO RIO JABUTI" (Jonasa Group), a company duly formed
legalized and constituted in accordance to the laws of the Federative Republic
of Brazil registered under CGC / MF - 055.11399/0001-99, having its registered
Head Office at Xxx Xxxxxxxxx Xxxxxx Xxxxxxx, 000, Xxxxx, Xxxxxx duly represented
by Mr. Francisco Xxxxxxx Xxxxxxx, Director President and Xx. Xxxxxxx Xxxxxx
Xxxxxx, Administrative Director, hereinafter called "JONASA".
WHEREAS the party JONASA is the legal owner of an agricultural area in the
amount of 100.000 hectare in the State of Para, located in the Amazon Forest.
WHEREAS the party JONASA has a legal permission to extract in his own property
13.000.000 m3 cubic meters of lumber. The said permission is issued by the
Brazilian authorities and allows the exports of lumber in logs and sawn lumber
of restricted species.
WHEREAS the party MADEIRA INTEX has the means and ways to provide JONASA
expertise know how, for extraction of forestry products, to protect, preserve,
to ship, to manufacture wood products, to market, and sell the said products, as
well as own ports facilities for storage abroad.
WHEREAS MADEIRA INTEX will financially help JONASA to extract these species
permitted, protect, preserve, inspect, and ship them, accordingly to the
internationally accepted practices for logs or sawn lumber commercialization.
WHEREAS both parties mutually agreed to form this Joint Venture for their common
interest, under following terms and conditions:
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ARTICLE 1 (DEFINITIONS)
1.1 The following definitions are applicable to this Agreement.
Agreement - Is the set of articles of terms and conditions
agreed upon with the common will between the parties.
Lumber - Is the basic raw material in logs from the Amazon
Forests of Brazil supplied by the Seller to be
purchased by the Buyer.
m3 - Is the amount of lumber as measured by the
geometrical method of measuring lumber in Brazil.
cm - Is centimeter.
Year - Is the period of 12 months which starts in January
1st and ends December 31st.
U.S.$ - Is the United States Dollars.
ETA - Is the estimated time of arrival of vessel.
Lay days - Is the period of time from the arrival of vessel
until the completion of loading.
F.O.B. - Is the term of sale of lumber and means that lumber
is stowed and lushed at Sellers risk and account.
Depot - Designated areas where lumber is collected in order
to inspect and transport to loading ports.
A.T.I.B.T.- Is the Association Technique International des Bois
Tropicaux.
ARTICLE 2 (PURPOSE)
The purpose of this agreement is that JONASA will provide the exclusive
concessions to MADEIRA INTEX for extracting and marketing the amount of m3's
licensed by the Brazilian authorities for export. MADEIRA INTEX will provide
finance for the management and marketing of species permitted and located on
JONASA's own property. As well as assuming the responsibility for management of
cutting, preserving, protect, inspect and ship according to international rules
of A.T.I.B.T.
ARTICLE 3 (DOCUMENTATION)
All documents listed below are an integrant part of the agreement.
3.1. Annex I and II list of Species.
3.2. Annex III copy of A.T.I.B.T. rules of classification of log issued by
the Association Technique des Bois Tropicaux.
3.3. Annex IV Extract of the meeting of the Board of Directors of MADEIRA
INTEX S.A. authorizing the signature of the agreement with Seller.
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3.4. Copies of authorization by the Seller for the signature of this
agreement with the Buyer Annex V.
3.5. Annex VI copy of shipping and loading terms F.O.B. MADEIRA INTEX terms)
3.6. Annex VII copy of the Resolution permitting the exports of lumber in
logs from CACEX - Brazil.
3.7. Annex VIII copy of the rules for the preservation of the log during
transit period, under MADEIRA INTEX management and responsibility.
ARTICLE 4 (DURATION)
This agreement is set for the period needed to extract 13.000.000 m3 from an
area of 100.000 hectares. At that time MADEIRA INTEX will provide expert know
how and finance to replant the whole are which has been cut, under their
management with mutual agreement.
ARTICLE 5 (OBLIGATIONS OF JONASA)
5.1. The obligation of JONASA is to submit evidence of deed of property, and
export license from the proper authorities for log export.
5.2. Cost estimative for extraction including, labor cost, transportation,
cutting equipment, communication equipment and housing and offices for
5-10 persons.
5.3. Working permits for 5-10 expertise in forestry.
5.4. To provide labor hands, transportation, cutting equipment, offices and
houses.
5.5. To obey all ecological laws of the country.
5.6. The obligation of JONASA is to assist this Joint Venture in a true
commercial partnership.
ARTICLE 6 (OBLIGATION OF MADEIRA INTEX)
6.1. To provide finance for labor hands, for transportation, and cutting
equipment for 5-10 expertise, telecommunication equipment with the
MADEIRA's expertise approval.
6.2. All equipment will be on a leasing basis. Always with the approval of
MADEIRA INTEX experts.
6.3. To purchase all lumber to be cut in the amount of 13.000.000 m3
approximately.
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6.4. Payment for purchase will be Letter of Credit payable on sight upon
presentation of necessary documents and approved by MADEIRA INTEX
expert, which will be expressed in the L/C.
6.5. Provide irrevocable, revolving, transferable, Letter of Credit covering
the minimum amount of 60.000 m3 for the agreed U.S.$90 per cubic meter
on F.O.B. basis (Incoterms 1980), and revolving automatically for each
shipment MADEIRA INTEX purchased.
6.6. Letter of Credit to provide advance payment for cutting, preservation,
and stevedoring costs for each shipment, payable with the approval of
MADEIRA INTEX expert.
6.7. MADEIRA INTEX to be sole responsible for, quantity, quality inspection,
preservation, protection and shipping under the A.T.I.B.T. rules and
MADEIRA INTEX experts management.
6.8. MADEIRA INTEX is the sole responsible for supervising loading of the
vessel under F.O.B. Incoterms 1980, and to ship logs to any port in the
world.
ARTICLE 7 (QUANTITIES)
The minimum quantity to be purchased by MADEIRA INTEX is 60.000 m3 (cbm) per
year.
ARTICLE 8 (PRICES AND VALUE OF THE AGREEMENT)
8.1. The basic total estimated value of this agreement per year is
U.S.$5,400,000.00 (Five million four hundred thousand dollars).
8.2. MADEIRA INTEX shall pay and JONASA shall accept payment for the lumber
sold and purchased according to Article 6.5. herefore at the following
prices:
8.2.1. A) Merchantable quality U.S. $90 per cubic meter of lumber in
logs.
B) Fair average quality U.S. $80 per cubic meter of lumber in
logs.
C) Second quality...... U.S. $67 per cubic meter of lumber in
logs.
Above prices applicable for the species indicated in Annex I
- List A.
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ARTICLE 9 (PRICE REVISIONS)
9.1. Applicable prices are to be revised annually for article 8.2. (Prices
and value of the agreement). The revisions are calculated by JONASA and
notifications is given for the revision to take place to MADEIRA INTEX
at the same time as the establishment of the shipment schedules, 90
days prior to the beginning of the next year and to be in force for the
duration of the next year after the approval of MADEIRA INTEX expert.
9.2. The first revision of prices will take place and will apply for
the year of 1986.
9.3. The revised prices would be calculated according to the arithmetical
average price increase or decrease of the usual international price
variations for same or similar tropical lumber from West Africa,
Central America and Far East originally taken collectively and applied
uniformly.
Example: a) Average annual price increase for the
5 species with largest exports (in amount
of U.S.$) from West Africa say is............... +15%
b) Average annual price increase for the
5 species with largest exports (in amount
of U.S.$) from Central America say is........... +8%
c) Average annual price increase for the
5 species with largest exports (in amount
of U.S.$) from Far East say is.................. +10%
----
Total +30%
We calculate 33 : 3 = 11%
So the prices for each category will be increase by
11%.
ARTICLE 10 (IMPOSSIBILITY OF PERFORMANCE)
10.1. In case that it becomes impossible to effect the exportation of lumber
in logs in whole or for some species due to official regulations
barring such exportation issued by the Government and such regulations
requires and permits all lumber to be exported as sawn wood. JONASA
must fulfill his obligation hereunder in sawn wood proportional to the
amount of lumber in logs agreed upon hereunder and at the prices that
are derived by converting logs locally to sawn wood, such prices and
conditions to be agreed at the time of occurrence of such event to
assure the mutual interest of the parties.
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10.2. The new agreement that will have to be reached in this case shall
conform at all respect with the present agreement taking into account
the conditions that prevail at the moment regarding only prices.
ARTICLE 11 (FORCE MAJEURE)
11.1. No default shall result in case the non-performance is due Force
Majeure, defined as such the necessary event, the effect of which are
unavoidable and unpredictable. Force Mejeure shall include natural
catastrophes, wars, major strikes and riots, acts of God, etc. It also
would be considered Force Majeure, to the extent in which barge or ship
transportation are on strike, the events held to the Force Majeure
under the pertinent charter parties.
11.2. Once a Force Majeure event occurred, the party intending to allege it
must notify the other in writing, no later than two days after the
moment the effect of the Force Majeure have begun to be felt.
11.3. In case a Force Majeure event lasts for more than six months, the
parties shall meet to ascertain the way to solve the problem; if after
sixty days from the one hundred and eightieth day of the event no new
agreement is reached, either party has the right to notify the other
party of the termination of this agreement, which termination shall be
in force form time of the receipt of the notification. No party shall
be held in default by reason of such termination.
ARTICLE 12 (TERMINATION)
This agreement is to be held terminated:
12.1. In whole or in part by mutual agreement.
12.2. As indicated in Article 11 (Force Majeure).
12.3. As indicated in Article 4 (Duration).
12.4. By the demand of bankruptcy or receivership of any one party or for any
equivalent remedy under the pertinent law enable the other party to
terminate this agreement by means of notifications stating such intent.
In this case the agreement would be terminated s from the date of the
receipt of the notifications.
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12.4. The parties agreed that the termination of this agreement should be
sought after as a last resort and in cases of disputes or doubts
arising during the executions of this agreement they will try to
resolve differences by mutual consultations and negotiations in good
will and spirit.
ARTICLE 13 (ASSIGNMENT)
Assignment of this agreement or of any benefit issuing herefrom shall only be
effected after the other party's authorization. All authorized assignees shall
be held to have accepted all terms and conditions hereof, specially the
assignor's obligations. Giving this Agreement in pledge or guarantee of any
obligations shall be contingent to the other party's authorization, which shall
not be unreasonably withheld.
ARTICLE 14 (ALTERNATIONS TO AGREEMENT)
All alteration to this agreement which may be necessary to be done for
corrections or better functions will always be effected by additional addendums.
ARTICLE 15 (ARBITRATION)
15.1 The disputes arising from defaults and non-performance of this
agreement and for any other reason should be decided by arbitration
under the International Chamber of the Commerce, Geneva - Switzerland
Rules.
15.2. This agreement will be in force during the arbitration time span.
15.3. The cost of arbitration shall be born by the party in default or by the
party that causes the arbitration proceedings.
ARTICLE 16 (COURTS OF JURISDICTION)
In the interpretation of this agreement the laws of the State of California,
United States of America and Rio de Janeiro, Brazil shall apply. (British law is
also acceptable.)
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000, 0xx Xxxxxxxxxxx Xx.,
Xxxxxx - Xxxxxx
-XXXXXXX XXXXXXX NAVEGACAO, INDUSTRIA E COMERCIO X.X.
Xxx Xxxxxxxxx Xxxxxx Xxxxxxx xx 000
Xxxxx - Xxxxxx
17.3. The parties shall act in all circumstances in an adequate business like
manner in such a way to protect the mutual interest.
17.4. The date of execution hereof is the day in which both parties sign this
agreement or, in case it is signed in different days, the day of
receipt of a notification stating that the signing was completed by the
last signing party.
17.5. This agreement will be considered as being in force with full
implementation of each and all terms and conditions described
henceforth when the first shipment of logs is loaded.
17.6. The waiver of any obligations hereunder shall not be understood as
extending to any other obligation or to the same obligation at any
other occasion, nor shall it be interpreted as a tacit alteration
hereof.
17.7. One copy of this agreement shall be notarized by each party in
accordance with the law of his respective country. The notarized copies
shall be exchanged between the two parties.
This agreement existing in six (6) original copies in the English language is
signed by the authorized representatives of each party in the presence of the
witnesses this 29th day of June in the year of 1984 each party taking three (3)
original copies of the Agreement.
FOR COMPANHIA AGROPECUARIA DO RIO JABUTI
----------------------------------------
Francisco Xxxxxxx Xxxxxxx
President Director
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/s/
Xxxxxxx Xxxxxx Xxxxxx
Administrative Director
FOR MADEIRA INTEX S.A. INTERNATIONAL EXPORTS
/s/
Ignatius Zapheirius Xxxxxxxxx
Chairman of the Board
/s/
Xxxxxx Xxxxx xx Xxxxx
Director
WITNESSES:
1. /s/
2. /s/
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ANNEX I
SPECIES
Regional Denomination Botanic Denomination Annual % ap
--------------------------------------------------------------------------------
================================================================================
FAVEIRO Pterodon Pubescens 10%
--------------------------------------------------------------------------------
MANDIOQUEIRO Qualea Albiflora 10%
--------------------------------------------------------------------------------
ANGELIM PEDRA Hymenolobium Petraeum 9%
--------------------------------------------------------------------------------
ANGELIM VERMELHO Dinizia Excelsa 12%
--------------------------------------------------------------------------------
TATAJUBA Bagassa Guianensis 10%
--------------------------------------------------------------------------------
JATOBA Hymenaea Courbaril 10%
Hub.
--------------------------------------------------------------------------------
PAU AMARELO Euxilophora Paraensis 9%
--------------------------------------------------------------------------------
SAMAUMA Ceiba Petandra 5%
Gaernt.
--------------------------------------------------------------------------------
ASSACU Hura Crepitans L. 5%
--------------------------------------------------------------------------------
CUMARU Dipterix Odorata 5%
--------------------------------------------------------------------------------
QUARUBA Vochysia Spp. 3%
--------------------------------------------------------------------------------
CEDRORANA Cedrelinga 3%
Catanaeformis
--------------------------------------------------------------------------------
MUIRACATIARA Astronium Lecointei 2%
--------------------------------------------------------------------------------
XXXXX VERMELHO Nectandra Rubra 2%
--------------------------------------------------------------------------------
COPAIBA Copaifera Ducke 1%
--------------------------------------------------------------------------------
AMESCLAO Protium Heptaphyllum 2%
--------------------------------------------------------------------------------
CAJU-ASSU Anacardium Giganteum 1%
--------------------------------------------------------------------------------
MOROTOTO Didymopanax 1%
Morototoni
================================================================================
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TO WHOM IT MAY CONCERN
LETTER OF CREDENTIALS AND AUTHORIZATION
It is hereby certified that the bearer of this letter Xx. Xxxxxxxx Xxxxxxxxx is
the Chairman of the Board of the company MADEIRA INTEX SA, a Societe Anonyme,
duly incorporated under the law of Greece.
Xx. Xxxxxxxxx is duly authorized by decision of the Board of Directors of said
company to act on behalf of the company and to come to agreements with regards
to the supply and purchase of Brazilian Companies or individuals or Consortiums,
as well as with any company or party acting on behalf or in relation to such
above-mentioned parties.
Xx. Xxxxxxxxx is also authorized by the same decision of the Board of Directors
to act on behalf of the company and to come to agreements with regards to joint
ventures, concessions for logging and any other related business transactions.
Xx. Xxxxxxxxx together with Mr. Xxxxxx Xxxxx xx Xxxxx, another director of the
company, are also authorized and empowered by the same decision of the Board of
Directors to sign any such agreements or addendum to previous signed agreements
on behalf of the company. All signed agreements are subject to ratification by
the Board of Directors of the company.
This letter signed by the authorized officers of MADEIRA INTEX S.A.
/s/ /s/
X. Xxxxxxxxx C. Martzouoos
Chairman M. Director
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ADDENDUM ONE TO THE JOINT VENTURE
1A) It is the understanding of both parties that the Concession suppliers
obligation to MADEIRA INTEX is only limited to the ARTICLE 5
(OBLIGATIONS OF JONASA) of this Joint Venture.
1B) All other terms regarding shipping, inspection and classification has
been added to this Agreement by MADEIRA INTEX for the International
Commercialization of the Lumber to be extracted from the suppliers own
property, since MADEIRA INTEX is responsible for sales and marketing of
the said lumber.
1C) It is agreed by JONASA that the daily loading rate will be of 1.000 m3
and further shipping details to be agreed at a later date.
1D) The price revisions also to be adjusted in accordance to the local
prevailing conditions whenever it's necessary. Otherwise clause 9.3
shall apply.
1E) JONASA hereby agrees to contract third parties in the area for
supplying wood to MADEIRA INTEX in exclusive basis.
Belem, June 29, 1984
FOR COMPANHIA AGROPECUARIA DO RIO JABUTI
/s/
Francisco Xxxxxxx Xxxxxxx
President Director
/s/
Xxxxxxx Xxxxxx Xxxxxx
Administrative Director
FOR MADEIRA INTEX S.A. INTERNATIONAL EXPORTS
/s/
Ignatius Zaheirius Xxxxxxxxx
Chairman of the Board
/s/
Xxxxxx Xxxxx xx Xxxxx
Director
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MANAGEMENT AND MARKETING AGREEMENT
It is agreed by the two (2) parties, the first being UNITED AMAZONIAN RESOURCES
LIMITED, with HEAD OFFICE at GUERNSEY, 0 Xxx Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxx
Port, Chanel Island, with OPERATION OFFICE at 000, Xxxxxxxxxxx Xx., Xxxxxx
00000, Xxxxxx, from now on called U.A.R. and the second part JONASA - JOA - QUIM
XXXXXXX, NAVEGACAO, INDUSTRIA E. COMERCIO S/A., with HEAD OFFICE at Rua
Professor Xxxxxx Xxxxxxx, 000, Xxxxx, Xxxxx xx Xxxx, Xxxxxx, from now on called
JONASA, that further to the agreement of JOINT VENTURE signed on June 29, 1984,
the two parties agreed to sign a MANAGEMENT AND MARKETING AGREEMENT, in order
both parties to assure one another to maintain the obligations and conditions of
the JOINT VENTURE AGREEMENT dated, June 29, 1984. Since U.A.R. and their experts
have the means, conditions and qualify experts on their fields of specialty, and
willing to provide JONASA with the above said service free of any charges, and
with JONASA's acceptance and with the following conditions:
1. U.A.R. will provide the necessary expertise to manage all the operation
of JONASA, for forestry, farming, mining, live stock, and industrial
manufacturing of wood products on their own land or any other land to
be purchased by JONASA.
U.A.R. undertakes the responsibility to provide the qualify experts for
all and each of the above operations, at the same time will provide the
financing for each project as deems necessary, provided the JONASA will
give to U.A.R. irrevocable, none transferrable, and none conditional
management without any interference upon the signature of this
agreement.
2. U.A.R. with their experts know-how will undertake to meet all necessary
scheduling, according to the contractual obligations for each project
that JONASA will assume and U.A.R. will procure on behalf of JONASA on
international basis.
U.A.R. will provide the programming scheduling for production and
delivery on time, according with contracts that U.A.R. will assume on
behalf of JONASA. At the same time will establish the high quality name
for each product that JONASA will produce and U.A.R. will sale in the
international market, through their experts know-how.
3. U.A.R. will issue through their experts the necessary certificates
(QUALITY, QUANTITY, and ETC.) required by the international market, the
said experts already share a respectable name in the international
market as well as been accepted by various governments, assuring to
maintain the appropriate high standards for the Brazilian products and
respect the Brazilian Laws of Commerce.
U.A.R. will provide JONASA quarterly with a certify accountant
statements of the quantity shipment of each product, alone with all
other necessary documents, to assure JONASA of the correct movements
for all products and assuring therefore JONASA's correct income.
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4. U.A.R. with their experts will maintain accrued records for all
equipments. For each operation, regarding dates of purchase,
maintenance, and parts inventory.
In this order will assume proper use and production for the said
equipment for economy and the steady flow of production.
5. U.A.R. and their experts will assure JONASA to meet all loading,
shipping, and delivery dates according to the contractual obligations,
and international shipping terms and conditions. Provided, that there
is none interference from government, JONASA, and force xxxxxx clause
as per the JOINT VENTURE AGREEMENT signed and dated, June 29, 1984
(ARTICLE II).
6. JONASA to supply as per U.A.R. experts request, at reasonable time the
required personal (say 48 hours maximum), equipments (say 20 days
maximum), and other reasonable requests in order to meet all terms and
conditions contained in this contract. The said personal and equipment
to be always JONASA's responsibilities for payment, unless other
arrangements with U.A.R. have been agreed and signed previously.
7. U.A.R. will not request any payment from JONASA for the services and
expertise provided by this contract. However JONASA will provide
housing, transportation, communication equipments, and all necessary
documents required by Brazilian Government for alien experts to be
stationed in the facilities of each project. U.A.R. to train personal
to be provided by JONASA, for upgrading and management positions to be
assumed by them for each project that this contract is covering.
8. This contract to be valid for the period of each JOINT VENTURE
AGREEMENT, U.A.R. and JONASA will cause to sign or already sign and can
only be terminated as per ARTICLE 12 / (TERMINATION) of the JOINT
VENTURE AGREEMENT signed and dated, June 29, 1984.
9. U.A.R. to have first refusal form JONASA for any project to be caused
in the State of Para in the scope of projects covered by this contract
and JONASA to have first refusal from U.A.R. for any project stated
above, for the State of Para in the Federal Republic of Brazil.
It is therefore been accepted and agreed by both parties to sign this agreement
here below.
Belem, July 11, 1985
For XXXXXXX XXXXXXX, NAVEGACAO, INDUSTRIA E COMERCIO S/A.
/s/
FRANCISCO XXXXXXX XXXXXXX
PRESIDENT DIRECTOR
/s/
XXXXXXX XXXXXX XXXXXX
ADMINISTRATIVE DIRECTOR
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ADDENDUM THREE TO THE JOINT VENTURE
According to ARTICLE 13 of the JOINT VENTURE between U.A.R. - UNITED AMAZONIAN
RESOURCES LIMITED, dated, June 29, 1984, and ADDENDUM dated, July 10, 1985 it is
hereby mutually agreed that all terms and conditions and addendums of the said
JOINT VENTURE AGREEMENT transferred and assigned, to JONASA - XXXXXXX XXXXXXX,
NAVEGACAO, INDUSTRIA E COMERCIO S/A., with HEAD OFFICE at Rua Professor Xxxxxx
Xxxxxxx, 000, Xxxxx, Xxxxx xx Xxxx, Xxxxxx.
Belem, July 11, 1985.
FOR XXXXXXX XXXXXXX, NAVEGACAO, INDUSTRIA E COMERCIO S/A.
/s/
FRANCISCO XXXXXXX XXXXXXX
PRESIDENT DIRECTOR
/s/
XXXXXXX XXXXXX XXXXXX
ADMINISTRATIVE DIRECTOR
FOR UNITED AMAZONIAN RESOURCES LIMITED
/s/
IGNATIUS ZAPHEIRIUS XXXXXXXXX
MANAGING DIRECTOR
/s/
XXXXXX XXXXX XX XXXXX
DIRECTOR
FOR COMPANHIA AGROPECUARIA DO RIO JABUTT
/s/
FRANCISCO XXXXXXX XXXXXXX
PRESIDENT DIRECTOR
/s/
XXXXXXX XXXXXX XXXXXX
ADMINISTRATIVE DIRECTOR
18
AGREEMENT
It is hereby agreed between JONASA - XXXXXXX XXXXXXX, NAVEGACAO, INDUSTRIA E
COMERCIO S/A. with HEAD OFFICE at Rua Professor Xxxxxx Xxxxxxx, 000, Xxxxx,
Xxxxx xx Xxxx, Xxxxxx, from now on called JONASA, and UNITED AMAZONIAN RESOURCES
LIMITED with HEAD OFFICE at Guernsey, 0 Xxx Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxx Port,
Chanel Island with OPERATION OFFICE at 000, Xxxxxxxxxxx Xx. Xxxxxx 00000,
Xxxxxx, from now on called U.A.R., that, the two parties will establish a JOINT
VENTURE AGREEMENT with the purpose of manufacturing and packaging facilities in
Belem, State of Para, Brazil.
The said facilities to engage in activities according to the MANAGEMENT
AGREEMENT, signed, July 11, 1985. Further terms and conditions will be added,
with this agreement both parties accept the three (3) below conditions to be the
foundations of this JOINT VENTURE. The company for the JOINT VENTURE to be named
UNITED AMAZONIAN RESOURCES DO BRASIL.
CONDITIONS:
1. JONASA and BRASAGUA - COMERCIO, EXPORTACAO E PARTICIPACOES LIMITADA,
will establish a company according to the Laws of Brazil, in Belem,
State of Para. This company will purchase the necessary land to built
the said facilities as needed.
2. The said company will produce and purchase all raw materials to be
manufactured as define in the MANAGEMENT AND MARKETING AGREEMENT
signed, July 11, 1985.
3. U.A.R. will undertake the management of the said company, marketing,
promotion, and sales world wide of all the products the said company
will produce on exclusive basis.
U.A.R. will provide all techno-economical studies for the feasibility
and purchase of the necessary machinery and equipment, for the
production of the said products as well as the purchase of the said
equipment.
With the agreement and understanding of both parties, it is hereby signed below.
FOR XXXXXXX XXXXXXX, NAVEGACAO, INDUSTRIA E COMERCIO S/A.
/s/
FRANCISCO XXXXXXX XXXXXXX
PRESIDENT DIRECTOR
/s/
XXXXXXX XXXXXX XXXXXX
ADMINISTRATIVE DIRECTOR
FOR UNITED AMAZONIAN RESOURCES LIMITED
/s/
IGNATIUS ZAPHEIRIUS XXXXXXXXX WITNESSES:
MANAGING DIRECTOR 1. /s/
/s/ 2. /s/
XXXXXX XXXXX XX XXXXX
DIRECTOR
19
ADDENDUM FIVE TO THE JOINT VENTURE
Further to the Joint Venture Agreements and all Addendas dully signed,
respectively on June 19, 1984, July 10 and 11, 1985, which documents are all
integrate parts of the original Agreement dated June 29, 1984.
According to the 13th, and 14th Articles of said Agreements, and
according to paragraph 4, in order to upgrade the Ecological part of said
Agreement, a necessary step for the current times, it is hereby agreed, between
the parties involved in said Agreement, to assign and transfer all terms and
conditions of the Agreement to the First Party: AGROPECUARIA RIO JABOTI and
XXXXXX XXXXXXXX, with office address at RUA PROFESSOR XXXXXX XXXXXXX, 161, in
xxx xxxx xx Xxxxx, Xxxxx xx Xxxx, Xxxxxx, Telephone: (000) 000-0000;
THE SECOND PARTY being EQUATORIAL RESOURCES, partially owned by and a
subsidiary of NEVADA MANHATTAN MINING INC., with office address at 0000 X.
Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxx, X.X.X., with the Fax number (818)
000-0000 and Phone number (000) 000-0000.
THEREFORE, it is here duly signed and executed by the authorized
directors of the above mentioned companies on this 12th, day of November of the
year 1996.
AUTHORIZED DIRECTOR OF XXXXXX XXXXXXXX & AGROPECUARIA RIO JABOTI
/s/
XXXXXXX XXXX XX XXXXXXX NETO
AUTHORIZED DIRECTOR OF EQUATORIAL RESOURCES
/s/
XXXXXXXX X. XXXXXXXXX
WITNESSES
/s/
/s/
20
MANAGEMENT AND MARKETING AGREEMENT
It is agreed by the two (2) parties, the first being UNITED AMAZONIAN RESOURCES
LIMITED, with HEAD OFFICE at GUERNSEY, 0 Xxx Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxx
Port, Chanel Island, with OPERATION OFFICE at 000, Xxxxxxxxxxx Xx., Xxxxxx
00000, Xxxxxx, from now on called U.A.R. and the second part JONASA - JOA - QUIM
XXXXXXX, NAVEGACAO, INDUSTRIA E. COMERCIO S/A., with HEAD OFFICE at Rua
Professor Xxxxxx Xxxxxxx, 000, Xxxxx, Xxxxx xx Xxxx, Xxxxxx, from now on called
JONASA, that further to the agreement of JOINT VENTURE signed on June 29, 1984,
the two parties agreed to sign a MANAGEMENT AND MARKETING AGREEMENT, in order
both parties to assure one another to maintain the obligations and conditions of
the JOINT VENTURE AGREEMENT dated, June 29, 1984. Since U.A.R. and their experts
have the means, conditions and qualify experts on their fields of specialty, and
willing to provide JONASA with the above said service free of any charges, and
with JONASA's acceptance and with the following conditions:
1. U.A.R. will provide the necessary expertise to manage all the operation
of JONASA, for forestry, farming, mining, live stock, and industrial
manufacturing of wood products on their own land or any other land to
be purchased by JONASA.
U.A.R. undertakes the responsibility to provide the qualify experts for
all and each of the above operations, at the same time will provide the
financing for each project as deems necessary, provided the JONASA will
give to U.A.R. irrevocable, none transferrable, and none conditional
management without any interference upon the signature of this
agreement.
2. U.A.R. with their experts know-how will undertake to meet all necessary
scheduling, according to the contractual obligations for each project
that JONASA will assume and U.A.R. will procure on behalf of JONASA on
international basis.
U.A.R. will provide the programming scheduling for production and
delivery on time, according with contracts that U.A.R. will assume on
behalf of JONASA. At the same time will establish the high quality name
for each product that JONASA will produce and U.A.R. will sale in the
international market, through their experts know-how.
3. U.A.R. will issue through their experts the necessary certificates
(QUALITY, QUANTITY, and ETC.) required by the international market, the
said experts already share a respectable name in the international
market as well as been accepted by various governments, assuring to
maintain the appropriate high standards for the Brazilian products and
respect the Brazilian Laws of Commerce.
U.A.R. will provide JONASA quarterly with a certify accountant
statements of the quantity shipment of each product, alone with all
other necessary documents, to assure JONASA of the correct movements
for all products and assuring therefore JONASA's correct income.
21
4. U.A.R. with their experts will maintain accrued records for all
equipments. For each operation, regarding dates of purchase,
maintenance, and parts inventory.
In this order will assume proper use and production for the said
equipment for economy and the steady flow of production.
5. U.A.R. and their experts will assure JONASA to meet all loading,
shipping, and delivery dates according to the contractual obligations,
and international shipping terms and conditions. Provided, that there
is none interference from government, JONASA, and force xxxxxx clause
as per the JOINT VENTURE AGREEMENT signed and dated, June 29, 1984
(ARTICLE II).
6. JONASA to supply as per U.A.R. experts request, at reasonable time the
required personal (say 48 hours maximum), equipments (say 20 days
maximum), and other reasonable requests in order to meet all terms and
conditions contained in this contract. The said personal and equipment
to be always JONASA's responsibilities for payment, unless other
arrangements with U.A.R. have been agreed and signed previously.
7. U.A.R. will not request any payment from JONASA for the services and
expertise provided by this contract. However JONASA will provide
housing, transportation, communication equipments, and all necessary
documents required by Brazilian Government for alien experts to be
stationed in the facilities of each project. U.A.R. to train personal
to be provided by JONASA, for upgrading and management positions to be
assumed by them for each project that this contract is covering.
8. This contract to be valid for the period of each JOINT VENTURE
AGREEMENT, U.A.R. and JONASA will cause to sign or already sign and can
only be terminated as per ARTICLE 12 / (TERMINATION) of the JOINT
VENTURE AGREEMENT signed and dated, June 29, 1984.
9. U.A.R. to have first refusal form JONASA for any project to be caused
in the State of Para in the scope of projects covered by this contract
and JONASA to have first refusal from U.A.R. for any project stated
above, for the State of Para in the Federal Republic of Brazil.
It is therefore been accepted and agreed by both parties to sign this agreement
here below.
Belem, July 11, 1985
For XXXXXXX XXXXXXX, NAVEGACAO, INDUSTRIA E COMERCIO S/A.
/s/
FRANCISCO XXXXXXX XXXXXXX
PRESIDENT DIRECTOR
/s/
XXXXXXX XXXXXX XXXXXX
ADMINISTRATIVE DIRECTOR
22
ADDENDUM THREE TO THE JOINT VENTURE
According to ARTICLE 13 of the JOINT VENTURE between U.A.R. - UNITED AMAZONIAN
RESOURCES LIMITED, dated, June 29, 1984, and ADDENDUM dated, July 10, 1985 it is
hereby mutually agreed that all terms and conditions and addendums of the said
JOINT VENTURE AGREEMENT transferred and assigned, to JONASA - XXXXXXX XXXXXXX,
NAVEGACAO, INDUSTRIA E COMERCIO S/A., with HEAD OFFICE at Rua Professor Xxxxxx
Xxxxxxx, 000, Xxxxx, Xxxxx xx Xxxx, Xxxxxx.
Belem, July 11, 1985.
FOR XXXXXXX XXXXXXX, NAVEGACAO, INDUSTRIA E COMERCIO S/A.
/s/
FRANCISCO XXXXXXX XXXXXXX
PRESIDENT DIRECTOR
/s/
XXXXXXX XXXXXX XXXXXX
ADMINISTRATIVE DIRECTOR
FOR UNITED AMAZONIAN RESOURCES LIMITED
/s/
IGNATIUS ZAPHEIRIUS XXXXXXXXX
MANAGING DIRECTOR
/s/
XXXXXX XXXXX XX XXXXX
DIRECTOR
FOR COMPANHIA AGROPECUARIA DO RIO JABUTT
/s/
FRANCISCO XXXXXXX XXXXXXX
PRESIDENT DIRECTOR
/s/
XXXXXXX XXXXXX XXXXXX
ADMINISTRATIVE DIRECTOR
23
AGREEMENT
It is hereby agreed between JONASA - XXXXXXX XXXXXXX, NAVEGACAO, INDUSTRIA E
COMERCIO S/A. with HEAD OFFICE at Rua Professor Xxxxxx Xxxxxxx, 000, Xxxxx,
Xxxxx xx Xxxx, Xxxxxx, from now on called JONASA, and UNITED AMAZONIAN RESOURCES
LIMITED with HEAD OFFICE at Guernsey, 0 Xxx Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxx Port,
Chanel Island with OPERATION OFFICE at 000, Xxxxxxxxxxx Xx. Xxxxxx 00000,
Xxxxxx, from now on called U.A.R., that, the two parties will establish a JOINT
VENTURE AGREEMENT with the purpose of manufacturing and packaging facilities in
Belem, State of Para, Brazil.
The said facilities to engage in activities according to the MANAGEMENT
AGREEMENT, signed, July 11, 1985. Further terms and conditions will be added,
with this agreement both parties accept the three (3) below conditions to be the
foundations of this JOINT VENTURE. The company for the JOINT VENTURE to be named
UNITED AMAZONIAN RESOURCES DO BRASIL.
CONDITIONS:
1. JONASA and BRASAGUA - COMERCIO, EXPORTACAO E PARTICIPACOES LIMITADA,
will establish a company according to the Laws of Brazil, in Belem,
State of Para. This company will purchase the necessary land to built
the said facilities as needed.
2. The said company will produce and purchase all raw materials to be
manufactured as define in the MANAGEMENT AND MARKETING AGREEMENT
signed, July 11, 1985.
3. U.A.R. will undertake the management of the said company, marketing,
promotion, and sales world wide of all the products the said company
will produce on exclusive basis.
U.A.R. will provide all techno-economical studies for the feasibility
and purchase of the necessary machinery and equipment, for the
production of the said products as well as the purchase of the said
equipment.
With the agreement and understanding of both parties, it is hereby signed below.
FOR XXXXXXX XXXXXXX, NAVEGACAO, INDUSTRIA E COMERCIO S/A.
/s/
FRANCISCO XXXXXXX XXXXXXX
PRESIDENT DIRECTOR
/s/
XXXXXXX XXXXXX XXXXXX
ADMINISTRATIVE DIRECTOR
FOR UNITED AMAZONIAN RESOURCES LIMITED
/s/
IGNATIUS ZAPHEIRIUS XXXXXXXXX WITNESSES:
MANAGING DIRECTOR 1. /s/
/s/ 2. /s/
XXXXXX XXXXX XX XXXXX
DIRECTOR
24
AGREEMENT
This agreement is made on July 12, 1984, between the first party THYSSEN
SUDAMERICA N.V. (hereinafter called TSA), a company duly formed, legalized and
constituted in accordance with the laws of the Netherland Antilles, having its
registered Head Office at Xxxxxxxxxxx, 000, Xxxxxxxxxx, Xxxxxxx, Xxxxxxxxxxx
Antilles, and its operating Head Office at Xx. Xxxx Xxxxxxx, 00 - Xxx xx
Xxxxxxx, Xxxxxx, duly represented by Xx. Xxxxxxxxx Xxxxxxx Xxxxxx, President,
and Xx. Xxxx Xxxxx Xxxxxx, Managing Director, and the second party, "MADEIRA
INTEX S.A. INTERNATIONAL EXPORTS", a company duly formed, legalized and
constituted under the laws of the Greek Democratic Republic, having its
registered Head Office in Athens, Greece, at 000, 0xx Xxxxxxxxxxx Xx., duly
represented by Mr. Ignatius Zapheirius Xxxxxxxxx, Chairman of the Board, and Mr.
Xxxxxx Xxxxx xx Xxxxx, Director, hereinafter called "MADEIRA INTEX".
The parties jointly agree to the following:
CLAUSE I
"MADEIRA INTEX" has signed with Brazilian forest landowners exclusive forest
concession rights to extract, preserve, inspect, ship and market wood in logs,
sawn lumber and all byproducts derived from such wood, such as vegetal charcoal,
brickets, etc.
"MADEIRA INTEX" has been assured by the concessionaires of the existence of
valid export permits issued by the Brazilian government authorities for wood in
logs for all species within their concessions.
25
CLAUSE II
TSA is interested to commercialize Brazilian wood in logs and all wood
byproducts mentioned in Clause I, produced by "MADEIRA INTEX", in the Far East
Region, especially in Japan, South Korean, Taiwan, Singapore, Philippines, etc.
TSA will commercialize the Brazilian wood logs and byproducts in this region
through offices belonging to the Thyssen Group of Companies.
CLAUSE III
"MADEIRA INTEX" agrees to sell exclusively through TSA all wood logs, sawn
lumber and byproducts into the markets mentioned in Clause II.
CLAUSE IV
TSA agrees to buy exclusively from "MADEIRA INTEX" all wood logs, sawn lumber
and byproducts for sale in the market areas mentioned in Clause II.
CLAUSE V
"MADEIRA INTEX" and TSA will market the wood in logs and the sawn lumber under
A.T.I.B.T. rules, which are internationally accepted.
CLAUSE VI
"MADEIRA INTEX" will sell the product to TSA under the following conditions:
26
6.1. Price: To be expressed in US Dollars per CBM (m3) and to
be fixed on a quarterly basis. Prices to be
established on FOB or CIF, liner term basis by
common agreement.
6.2. Loading/Discharge Should TSA buy on FOB basis, loading rate in
Rates: port of Belem to be minimum 1.500 m3/ Discharge
rate at port of destination to be minimum 1.500
m3/day.
6.3. Quality: According to A.T.I.B.T. rules, min. diameter .50
m., max. length 5.
6.4. Type of Wood: As per Annex I.
6.5. Quantity: Minimum guaranteed yearly purchase quantity to be
established six months before the beginning of
each calendar year. First minimum yearly quantity
to be agreed upon after TSA's customers have
accepted sample shipments and all other conditions
of sale.
Minimum shipment per vessel approx. 15.000 m3, for
discharge in up to three ports of destination.
Time to count from arrival at first port and
completion of discharge at last port.
6.6. Measurements: In accordance with geometrical system approved by
I.B.D.F. (Instituto Xxxxxxxxxx xx
00
Xxxxxxxxxxxxxxx Xxxxxxxxx).
28
6.7. Inspection: Inspection and final acceptance of product to be
carried out at departing depot _____ to loading
into ocean vessel. Certificate of acceptance to be
signed by independent surveyors of both parties.
6.8. Payment: Payment by irrevocable L/C issued by First Class
bank, payable at sight upon presentation of
documents to be agreed in an _____ to this
Agreement, L/A to be established within 5 working
days after each order.
Long term contracts L/C to be established for the
minimum contracted quantity, at the beginning of
each year, on a revolving basis.
CLAUSE VII
TSA has the right to appoint their own experts or nominees to supervise
extraction, quality determination and preservation measure of logs according to
"MADEIRA INTEX" contractual obligations.
CLAUSE VIII
Protection and preservation:
"MADEIRA INTEX" to contract an internationally known company specialized in the
protection and preservation of tropical wood to supervise and certify that the
woo logs and/or the sawn lumbers have been protected and preserved in accordance
with internationally accepted practices and respective certificate will be
issued by this company to TSA, without any cost to TSA.
29
CLAUSE IX
The period of this agreement is limited to the period of concessions that
"MADEIRA INTEX" has with several Brazilian forest land owners and will come into
force with the first shipment effected to TSA.
CLAUSE X
This agreement is subject to the approval of the Board of Directors of TSA. It
is further subject to the acceptance of TSA's customers in the Far Eastern
markets of the quality of samples shipped to them.
Rio de Janeiro, 12th July 1984
/s/ /s/
THYSSEN SUDAMERICA N.V. MADEIRA INTEX S.A.
