1
EXHIBIT 10.70
------------------------------------------------------------------
PROJECT COMPLETION AGREEMENT
AMONG
TEBEREBIE GOLDFIELDS LIMITED,
THE PIONEER GROUP, INC.
AND
OVERSEAS PRIVATE INVESTMENT CORPORATION
DATED AS OF OCTOBER 28, 1996
------------------------------------------------------------------
2
PROJECT COMPLETION AGREEMENT
TABLE OF CONTENTS
Page
----
Section 1. Definitions .....................................................1
Section 2. Interpretation ..................................................2
Section 4. Nature of Obligations ...........................................7
Section 5. Waiver ..........................................................9
Section 6. Reinstatement of Guaranty .......................................9
Section 7. Payments Free and Clear of Taxes, Etc ...........................9
Section 8. Representations and Warranties .................................10
Section 9. Covenants of the Sponsor .......................................12
Section 10. Subrogation and Subordination ..................................13
Section 11. Payments .......................................................13
Section 12. Remedies; No Waiver ............................................14
Section 13. Time of Essence ................................................14
Section 14. Jurisdiction and Consent to Suit ...............................14
Section 15. Successors and Assigns .........................................15
Section 16. Benefits of Agreement ..........................................15
Section 17. Notices ........................................................15
Section 18. GOVERNING LAW ..................................................17
Section 19. Jury Trial Waiver ..............................................17
Section 20. Severability ...................................................18
Section 21. Amendments .....................................................18
Section 22. Waiver of Litigation Payments ............................. ....18
Section 23. Indemnity ......................................................18
Section 24. Counterparts ...................................................18
Section 25. Termination ....................................................19
3
PROJECT COMPLETION AGREEMENT
PROJECT COMPLETION AGREEMENT ("Agreement"), dated as of October 28, 1996,
by and among TEBEREBIE GOLDFIELDS LIMITED, a company organized and existing
under the laws of the Republic of Ghana (the "Company"), THE PIONEER GROUP,
INC., a corporation organized and existing under the laws of the State of
Delaware (the "Sponsor"), and OVERSEAS PRIVATE INVESTMENT CORPORATION, an agency
of the United States of America ("OPIC").
WITNESSETH:
-----------
WHEREAS, the Sponsor, through its direct and indirect wholly-owned
subsidiaries, is the beneficial owner of ninety percent (90%) of the issued and
outstanding shares of capital stock of the Company;
WHEREAS, under a Finance Agreement with the Company, dated as of the date
hereof (the "Finance Agreement"), OPIC will provide a credit facility of up to
$19,000,000 (the "Loan") to the Company upon condition, among other things, that
the Sponsor enter into and perform this Agreement;
WHEREAS, the Sponsor desires to induce OPIC to provide the Loan, and,
therefore, is willing to cause the Company to achieve Project Completion (as
defined below) and in the interim to guarantee (on the terms set forth herein)
the Company's obligations and the repayment of the Loan; and
WHEREAS, all things have been done that are necessary to constitute this
Agreement a valid contract;
NOW, THEREFORE, in consideration of the premises and of the agreements
contained herein, it is hereby agreed as follows:
SECTION 1. DEFINITIONS.
(a) Terms of this Agreement beginning with capital letters shall have the
definitions given in the Finance Agreement, unless the context otherwise
requires or specifies.
(b) In addition, as used herein, the following terms shall have the
following meanings:
"COMPLETION CERTIFICATE" shall have the meaning ascribed thereto in Section
3(d)(v).
4
-2-
"COMPLETION DATE" shall have the meaning ascribed thereto in Section 3(d).
"INDEMNIFIED PERSONS" shall have the meaning ascribed thereto in Section
24.
"PCA CALL" shall have the meaning ascribed thereto in Section 3(e)(i).
"PCA CALL AMOUNT" shall have the meaning ascribed thereto in Section
3(e)(i).
"PCA SUBSCRIPTION" shall have the meaning ascribed thereto in Section 3(f).
"PCA SUBORDINATED LOAN" shall have the meaning ascribed thereto in Section
3(f).
"PROJECT COMPLETION" shall have the meaning ascribed thereto in Section
3(d).
SECTION 2. INTERPRETATION.
The rules of interpretation for this Agreement and the Exhibits hereto set
forth in Section 1.02 of the Finance Agreement shall apply mutatis mutandis to
this Agreement and the Exhibits hereto as if set forth in full in this Section
2.
SECTION 3. PROJECT COMPLETION.
(a) SPONSOR'S OBLIGATIONS. Subject to the terms and conditions hereof, the
Sponsor hereby agrees, (i) to cause the Company to fulfill all of the
requirements needed to achieve Project Completion, (ii) up to the Completion
Date, to unconditionally and irrevocably guarantee the payment of all of the
Company's financial obligations as they become due and payable, including,
without limitation, the Company's obligations under the Finance Agreement and
the Notes, and (iii) upon a PCA Call from OPIC at any time or from time to time
prior to the Completion Date, to make payment in full of the PCA Call Amount
demanded from the Sponsor under the terms and conditions specified herein,
PROVIDED the Sponsor shall not be required under this Section 3(a) to make any
payment to the extent that the amount of such payment, when added to all other
amounts paid by the Sponsor pursuant to this Section 3(a), exceeds the aggregate
amount of Restricted Payments paid by the Company from March 31, 1995 through
the date of such payment. Any such Restricted Payment, if paid in currency or
assets other than Dollars, shall be valued at the amount of Dollars that the
Sponsor could have obtained therewith if such currency or assets had been
converted to Dollars at the rate available or that would have been available to
the Sponsor on the date of such Restricted Payment was paid that would have
yielded the greatest amount of Dollars.
(b) In addition to its obligations under paragraph (a), the Sponsor agrees,
up to the Completion Date, to unconditionally and irrevocably guaranty the
payment of the Company's payment obligations under the Finance Agreement and the
Notes as they become due and payable,
5
-3-
PROVIDED that the Sponsor shall have no obligation to pay any part of any such
payment obligation pursuant to this paragraph at any time to the extent that the
amount due and payable exceeds the lesser of (x) the Cash Flow Deficit at such
time MINUS the amount (if any) previously paid by the Sponsor pursuant to this
paragraph during the fiscal quarter of the Company in which such date occurs and
(y) $9,000,000 MINUS the sum of all amounts previously paid pursuant to this
paragraph. For this purpose, the term, "Cash Flow Deficit" shall mean, on any
date on which the Debt Service Coverage Ratio is less than 1.4:1, the additional
Adjusted Net Income that would have been required during the four most recently
completed fiscal quarters of the Company in order for the Debt Service Coverage
Ratio on such date to equal 1.4:1.
(c) Payments made by the Sponsor that would be payable either under
paragraph (a) or paragraph (b) hereof shall be deemed to have been made first
pursuant to paragraph (b) hereof, to the extent that the Sponsor at the time of
payment was obligated to make such payment thereunder, and SECOND pursuant to
paragraph (a) hereof, to the extent not deemed to have been made pursuant to
paragraph (b) hereof. Payments made by the Sponsor that would be payable either
under this Project Completion Agreement or under any other guaranty by the
Sponsor of the Company's obligations to OPIC shall be deemed to have been made
first pursuant to such other guaranty, to the extent the Sponsor at the time of
payment was obligated to make such payment thereunder, and second pursuant to
this Agreement, to the extent not deemed to have been made pursuant to such
other guaranty.
(d) PROJECT COMPLETION DEFINED. "PROJECT COMPLETION" shall be deemed to
mean and to occur on the date (the "COMPLETION DATE") that OPIC notifies the
Sponsor that the following conditions have been accomplished to the satisfaction
of OPIC as of the date of the Completion Certificate:
(i) PHYSICAL COMPLETION TESTS: all buildings, equipment,
facilities, and necessary infrastructure for the Project shall have been
procured, constructed and installed utilizing first-class standards of
workmanship and materials and in accordance with the Project plans and
specifications, shall be operational and in good working condition, and shall
meet manufacturers' specifications and the terms of applicable construction
agreements;
(ii) OPERATIONAL COMPLETION TESTS: after satisfaction of the
foregoing physical completion test the Company shall have demonstrated its
production capabilities by producing 195,000 xxxx ounces of gold over a period
of six consecutive months;
(iii) LEGAL CONDITIONS: (a) the Company shall have good freehold
title or valid leasehold interests free and clear of all Liens and encumbrances
(except for Permitted Liens) to all of the land and all buildings, equipment,
and facilities referred to above, and to all other facilities now or then known
to be required for the Project;
6
-4-
(b) the Company shall have granted Liens in favor of OPIC (x)
with respect to all of the assets on which Liens were to have been granted as a
condition to the first Disbursement of the Loan as contemplated by Section
4.03(b) of the Finance Agreement and (y) as required by the terms of the
Security Documents and Section 6.12 of the Finance Agreement;
(c) the Company shall have met all of its material obligations of
any kind through the Completion Date (other than obligations that have been
waived), including, without limitation, payment of all amounts at any time to
become due under contracts for construction, procurement, installation, and
improvement of land, buildings, equipment, and facilities for the Project;
(d) each Financing Document remains in full force and effect; and
(e) no Event of Default (or condition or event that, with the
giving of notice, or lapse of time, or both, could constitute an Event of
Default) under the Finance Agreement shall then exist;
(iv) FINANCIAL TESTS: (A) the ratio of the Company's Indebtedness to
its Tangible Net Worth shall not exceed 1.5 to 1; and
(b) the Company shall have made at least one principal repayment
on the Loan as and when due;
(v) ENVIRONMENTAL TESTS: (A) the Company shall have provided OPIC
with (x) a final plan, satisfactory to OPIC, including a schedule for
implementation, to ensure that operations and waste rock disposal do not produce
significant environmental impacts and (y) an erosion and sediment control plan,
satisfactory to OPIC, including a schedule for implementation, that when
implemented will cause the Company to be in compliance with the Environmental
Standards for erosion and sediment control or otherwise includes significant
conservation and mitigation measures satisfactory to OPIC;
(b) the Company shall have caused SGS Environment: A Division of
SGS Laboratory Services (Ghana) Limited to update the Environmental Impact
Statement draft dated November, 1995, to confirm that the Company's revised
plans for both pH levels and discharge of cyanide at final closure of the
Teberebie Mine are consistent with the Environmental Standards;
(c) the Company shall have revised the Environmental Action Plan
dated April, 1996, to include a solid waste management plan satisfactory to
OPIC, including a schedule for implementation; and
(d) the Company shall have fully completed all aspects of
implementation of the plans referred to in paragraphs (A) and (c) hereof; and
7
-5-
(vi) COMPLETION CERTIFICATE DELIVERY: (A) the Sponsor shall have
furnished OPIC with a certificate substantially in the form of Exhibit A (the
"COMPLETION CERTIFICATE") certifying that each of the requirements set forth in
clauses (i) through (v) above has been satisfied as of the date of the
Completion Certificate; and
(b) following receipt of the Completion Certificate, OPIC shall
have determined that each of the requirements set forth in clauses (i) through
(v) above has been satisfied and shall have so notified the Sponsor in writing;
PROVIDED that:
(1) OPIC may require confirmation, at the Sponsor's expense, of any
provision of such Completion Certificate, including by requesting delivery to
OPIC of an independent consultant's report or an opinion of counsel satisfactory
to OPIC; and
(2) OPIC shall have the right to make reasonable requests for additional
information or documents from the Sponsor to substantiate the accuracy or
completeness of the Completion Certificate.
Unless within ninety (90) days following receipt by OPIC of the Completion
Certificate, OPIC notifies the Sponsor that either OPIC objects to the
Completion Certificate or that such Certificate is inaccurate or incomplete and
sets forth the basis for such objection or determination (which determination
shall not be unreasonable), as the case may be, OPIC shall be deemed to have
notified the Sponsor that Project Completion and the Completion Date occurred on
the last day of such ninety (90)-day period.
(e) CALLS FOR COMPLETION FUNDS.
(i) If, from time to time, prior to the Completion Date, in the
opinion of OPIC, the Company has insufficient funds to achieve Project
Completion or to meet its obligations as they become due and payable, whether at
stated maturity, by acceleration or otherwise (including, without limitation,
all obligations due under or with respect of the Finance Agreement or the
Notes), and any expenses (including reasonable attorneys' fees and expenses)
incurred by OPIC in enforcing any rights under this Agreement), OPIC shall have
the right, subject to the proviso contained in Section 3(a), to give written
notice (each such notice shall be referred to herein as a "PCA CALL") to the
Sponsor demanding payment of the amount of such deficiency (the "PCA CALL
AMOUNT").
(ii) The Sponsor agrees that it shall make payment, no later than
ten (10) Business Days following the date of a PCA Call sent to it, of the full
PCA Call Amount demanded from it in Dollars in immediately available funds.
8
-6-
(iii) Payment of any PCA Call Amount shall be made as directed by
OPIC in the PCA Call, whether to OPIC, or to the Company, or for application to
any other obligations of the Company as OPIC may specify in its sole discretion.
The Company hereby authorizes OPIC to establish an escrow account on the
Company's behalf at a financial institution selected by OPIC for receipt of such
funds to be advanced by the Sponsor, and the Sponsor agrees, if so directed by
OPIC, to deposit the funds to be advanced by it in such escrow account. The
Company hereby irrevocably authorizes and directs OPIC to charge from time to
time such escrow account for amounts deemed necessary or desirable by OPIC, in
its sole discretion, to be expended to cause the Company to achieve Project
Completion or pay any or all debts or liabilities of the Company, including
without limitation, principal, interest, or other amounts due under the Finance
Agreement or the Notes, which have become due and payable (by stated maturity,
acceleration, or otherwise) prior to the Completion Date or to protect OPIC's
Liens. The Company hereby grants OPIC an irrevocable power of attorney, coupled
with an interest, to execute all checks, drafts, receipts, instruments,
instructions, or other documents to establish and operate such escrow account.
The Sponsor and the Company agree that OPIC shall not incur any liability in
connection with or arising from its exercise of such power of attorney or of the
rights assigned to OPIC pursuant to this paragraph.
(f) INVESTMENT OF FUNDS.
(i) Each advance of funds directed by OPIC to be made to the
Company hereunder by the Sponsor shall, at the Sponsor's option, be (i) an
equity investment in cash (a "PCA SUBSCRIPTION"), (ii) a subordinated loan (a
"PCA SUBORDINATED LOAN"), or (iii) any combination thereof. No later than the
tenth (10th) Business Day following the date of a PCA Call, the Sponsor shall
give notice to OPIC of which part of the PCA Call Amount shall be advanced as a
PCA Subscription and which part as a PCA Subordinated Loan. If the Sponsor fails
to specify the form in which such funds are to be provided to meet a PCA Call,
such funds shall be provided as a PCA Subordinated Loan.
(ii) Any PCA Subscription or PCA Subordinated Loan shall be upon
such terms and conditions as shall be acceptable to OPIC and the documents
evidencing such PCA Subscription or PCA Subordinated Loan shall be in form and
substance satisfactory to OPIC.
(iii) If made as a PCA Subordinated Loan, such advance shall be: (A)
evidenced by promissory notes of the Company making express reference to this
Agreement and to the Subordination Agreement and dated the date of such advance;
and (B) if made on behalf of the Sponsor by another Person that is not a party
to the Subordination Agreement, accompanied by an agreement of such Person that
such PCA Subordinated Loan shall be subordinated in right of payment and in
liquidation to the same extent as if such PCA Subordinated Loan were
Subordinated Debt subject to the Subordination Agreement and such other Person
were a Subordinated Creditor (as defined therein).
9
-7-
(iv) The Sponsor and the Company hereby agree to take all actions
and execute all documents required by OPIC to implement each PCA Subscription
and PCA Subordinated Loan in accordance with this Agreement.
(v) It is understood that a PCA Subordinated Loan, insofar as it is
subordinated to the Loan on the terms set forth in the Subordination Agreement,
constitutes Indebtedness described in Section 7.02(f) of the Finance Agreement
and that the terms of this Agreement are not intended to impose any additional
subordination requirements in respect of any such Indebtedness that is subject
to the Subordination Agreement, beyond what is set forth therein.
SECTION 4. NATURE OF OBLIGATIONS.
(a) The obligations of the Sponsor under this Agreement are direct,
absolute, unconditional, and irrevocable and shall not to any extent or in any
way be reduced, limited, terminated, discharged, impaired, or otherwise affected
by any of the following:
(i) the Company's failure to pay a fee or provide other
consideration to the Sponsor in consideration of its entering into this
Agreement;
(ii) the invalidity, lack of regularity, or unenforceability of any
PCA Call or the absence of any action to enforce the same;
(iii) the occurrence or continuance of any Event of Default under the
Finance Agreement or the Notes or any acceleration or required prepayment of the
Indebtedness of the Company under or in respect of the Finance Agreement or the
Notes as a result thereof or otherwise;
(iv) any lack of validity or enforceability of, or any
misrepresentation, irregularity, or other defect in, the Finance Agreement, the
Notes, or any other agreement entered into in connection therewith;
(v) any failure by OPIC to take any steps to preserve its rights to
any Lien or in any Security Document securing the Loan, or any failure by OPIC
to perfect or keep perfected its Liens in any collateral relating to the Loan,
the Finance Agreement, or the Notes;
(vi) any right, claim or defense, waiver, surrender, or compromise
that the Sponsor may have under or in respect of this Agreement or otherwise;
(vii) any failure to pay Taxes that may have been payable in respect
of the issuance or transfer of the Notes or to register the same with any
governmental agency or instrumentality or to obtain any governmental order,
license, or permit in connection with such issuance or transfer;
10
-8-
(viii) any modification or amendment (whether material or otherwise)
of, or waiver, or consent, or other action taken with respect to, the Finance
Agreement, the Notes, or any other agreement or document delivered pursuant to
the terms of the Finance Agreement, including, without limitation, any
forbearance, indulgence in, or extension of time for the payment by the Company
of any amount payable under or in connection with the Finance Agreement, or any
Note, or for the performance of any of the other obligations of the Company
thereunder (any of which modifications, amendments, waivers, or consents may be
agreed to or granted without the approval or consent of the Sponsor);
(ix) any law, regulation, decree, or judgment now or hereafter in
effect which may in any manner affect any of the Company's obligations under the
Finance Agreement or any Note or any of OPIC's rights thereunder, whether or not
the Company has a defense valid against OPIC and whether or not other guarantors
of such obligations, if any, contribute to such payments;
(x) the voluntary or involuntary liquidation, sale, or other
disposition of all or any portion of the Company's assets, or the receivership,
insolvency, bankruptcy, reorganization, or similar proceedings affecting the
Company or its assets, or the release or discharge of the Company from any of
its obligations under the Finance Agreement, or any Note, or the consolidation
or merger of the Company;
(xi) the recovery of any judgment against the Sponsor or any action
to enforce the same, the insolvency or bankruptcy of the Sponsor, or any
discharge, stay, injunction, or modification of the obligation to pay a PCA
Call;
(xii) any change of circumstances, whether or not foreseeable, and
whether or not any such change does or might vary the risk of the Sponsor
hereunder; or
(xiii) any other circumstances, whether similar or dissimilar to the
foregoing, that might otherwise constitute a defense available to, or a legal or
equitable discharge of, the Sponsor in respect of any of its obligations under
this Agreement, the Company, or any guarantor or surety.
(b) This Agreement is a guaranty of payment and not of collection. OPIC may
require payment by the Sponsor and enforce the obligations of the Sponsor
hereunder without first being required to:
(i) enforce OPIC's claims against the Company or any other Person,
firm, corporation, governmental authority, or other entity; or
(ii) resort to any security or other guaranty for the Loan or the
PCA Call Amount; or
(iii) take any action except (in the case of obligations of the
Sponsor pursuant to Section 3(a)) as provided in Section 3(e)(i) prior to
receiving payment hereunder.
11
-9-
(c) Notwithstanding anything to the contrary in this Agreement, the Sponsor
agrees that OPIC may, at any time and from time to time, either before or after
the maturity of the Loan, without notice to or further consent of such Sponsor,
extend the time of payment of, exchange, or surrender any collateral for, or
renew the Loan, and that OPIC may also make any agreement with the Company, or
with any other party to or Person liable on the Loan or interested therein, for
the extension, renewal, payment, compromise, discharge or release thereof, in
whole or in part, or for any modification, waiver, discharge, release, or
settlement of the terms thereof or of any agreement between OPIC, the Company,
and the Sponsor (including, without limitation, this Agreement), or any other
party or Person, without in any way impairing or affecting the obligations and
liabilities of such Sponsor under this Agreement or requiring the written
agreement or consent of such Sponsor and the Company, as the case may be.
SECTION 5. WAIVER.
The Sponsor hereby unconditionally waives presentment, demand, diligence,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, and any right to require a proceeding first against the Sponsor or the
Company, and waives protest, notice (including notice of default of the
Company), and all demands whatsoever of any kind to which such Sponsor might
otherwise be entitled under applicable law with respect to the PCA Call Amounts.
The Sponsor hereby unconditionally agrees that its guaranty hereunder will not
be discharged except by complete performance of the obligations contemplated
under Section 3. The Sponsor also waives all notices of the existence, creation,
or incurring of any new or additional Indebtedness by the Company under the
Financing Documents.
SECTION 6. REINSTATEMENT OF GUARANTY.
The payment obligations of the Sponsor pursuant to this Agreement shall
remain in full force and effect or shall be reinstated, as the case may be, if
and to the extent that at any time any payment by the Company of any amount due
and guaranteed hereunder is rescinded or must be returned, in whole or in part,
in case of the bankruptcy, insolvency, or reorganization of the Company or
otherwise, as if such payment had never been made by the Company.
SECTION 7. PAYMENTS FREE AND CLEAR OF TAXES, ETC.
Any and all sums payable by the Sponsor hereunder shall be paid in full,
free of any deductions or withholdings for any and all present and future Taxes.
If the Sponsor shall be required by law to deduct any Taxes from or in respect
of any sum payable to OPIC (i) the sum payable shall be increased as may be
necessary so that after making all required deductions OPIC receives an amount
equal to the sum it would have received had no such deductions been required,
(ii) such Sponsor shall make such deductions, and (iii) such Sponsor shall pay
tile full amount deducted to the
12
-10-
relevant taxation authority or other authority in accordance with applicable
law. If OPIC pays any Taxes, such Sponsor shall, upon demand from OPIC, promptly
reimburse OPIC in full for such payments.
SECTION 8. REPRESENTATIONS AND WARRANTIES.
(a) The Sponsor represents and warrants to OPIC that:
(i) As of the date hereof, the authorized capital of the Company
consists of (a) 9,000,000 Class A ordinary shares of no par value (the "Class A
Shares"), of which 1,860,000 shares are issued and outstanding; and (b)
1,000,000 Class B ordinary shares of no par value (the "Class B Shares"), of
which 206,667 shares are issued and outstanding. All such issued and outstanding
shares have been duly authorized and validly issued and are fully paid and
nonassessable. All of the issued and outstanding Class A Shares are owned
beneficially and of record by PGL, and all of the issued and outstanding Class B
Shares are owned beneficially and of record by the Government of the Republic of
Ghana. Except as set forth in Schedule 3.05 to the Finance Agreement, there are
no outstanding subscriptions, options, warrants, calls, agreements, preemptive
rights, acquisition rights, redemption rights or any other rights or claims of
any character that restrict the transfer of, require the issuance of, or
otherwise relate to any class of the capital stock of the Company.
(ii) One hundred percent (100%) of the issued and outstanding shares of
PGL is owned beneficially and of record by PGH, and all such issued and
outstanding shares of capital stock have been duly authorized and validly issued
and are fully paid and non-assessable. Except as set forth in Schedule 3.05 to
the Finance Agreement, there are no outstanding subscriptions, options,
warrants, calls, agreements, preemptive rights, acquisition rights, redemption
rights or any other rights or claims of any character that restrict the transfer
of, requires the issuance of, or otherwise relate to any class of the capital
stock of PGL.
(iii) All of the issued and outstanding shares of capital stock of PGH are
owned beneficially and of record by the Sponsor, and all such issued and
outstanding shares of capital stock have been duly authorized and validly issued
and are fully paid and non-assessable. Except as set forth in Schedule 3.05 to
the Finance Agreement, there are no outstanding subscriptions, options,
warrants, calls agreements, preemptive rights, acquisition rights, redemption
rights or any other rights or claims of any character that restrict the transfer
of, require the issuance of, or otherwise relate to any class of the capital
stock of PGH.
(iv) It is a corporation duly organized, validly existing, and in good
standing under the laws of its jurisdiction of incorporation referred to in the
introductory paragraph of this Agreement, and has all requisite power and
authority, corporate, partnership or otherwise, to execute, deliver and perform
this Agreement in accordance with the terms hereof.
13
-11-
(v) All necessary actions to authorize its execution, delivery, and
performance of this Agreement have been taken.
(vi) This Agreement has been duly executed and delivered by the Sponsor
and constitutes its legal, valid, and binding obligation enforceable against it
in accordance with the terms hereof, except as the enforceability hereof may be
limited by bankruptcy, insolvency, reorganization, or other similar laws
affecting the enforcement of creditors' rights generally or general principles
of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law).
(vii) All governmental approvals that are necessary for the execution and
delivery by it of this Agreement and the performance of its obligations
hereunder have been duly obtained and are in full force and effect.
(viii) Neither it nor any of its properties has any immunity (or right to
claim that it has any immunity) from the jurisdiction of any court or from any
legal process (whether through service, notice, attachment prior to judgment,
attachment in aid of execution, or otherwise).
(ix) The execution, delivery, and performance by it of this Agreement do
not require the consent or approval of any of its creditors and will not
conflict with or constitute a breach or default under or violate any provision
of the Charter Documents of the Sponsor or any agreement, law, rule, regulation,
order, writ, judgment, injunction, decree, determination, or award applicable to
it.
(x) Its balance sheet as at December 31, 1995, and the related statement
of its income and retained earnings for the fiscal year then ended, certified by
independent public accountants, and its unaudited balance sheet as at June 30,
1996, and the related statement of its income and retained earnings for the
fiscal year then ended, as certified by an Authorized Officer of the Sponsor
copies of all of which have been furnished to OPIC, fairly present the financial
condition of the Sponsor as at such date and the results of its operations for
the period ended on such date, all in accordance with U.S. GAAP, and since such
date, there has been no change in its financial condition or prospects that
could have a Material Adverse Effect.
(xi) Each representation and warranty made by the Company to OPIC in the
Finance Agreement is true and correct.
(xii) No Event of Default, and no event or condition that with the passage
of time or the giving of notice, or both, could constitute an Event of Default
under the Finance Agreement or under any agreement or instrument evidencing any
Indebtedness of the Sponsor that gives the holder thereof the right to
accelerate payment of such Indebtedness prior to its scheduled maturity, has
occurred and is continuing, and no such event will occur upon its execution,
delivery, or performance of this Agreement.
14
-12-
(xiii) No action, suit, other legal proceeding, arbitral proceeding, or
investigation is pending by or before any domestic or foreign court or
governmental authority or in any arbitral or other forum, or, to the best
knowledge of the Sponsor, is threatened, against it or any of its properties or
rights that (i) relates to any of the transactions contemplated by this
Agreement or any other Financing Document, or (ii) has, or if adversely
determined could have, a Material Adverse Effect.
(b) The Sponsor further represents and warrants to OPIC, as follows, which
representations and warranties shall survive the execution of the Finance
Agreement and any expiration or termination of the Commitment:
(i) The Sponsor and its respective officers, directors, employees, and
agents have complied in all material respects with all applicable Corrupt
Practices Laws in obtaining any consents, licenses, approvals, authorizations,
rights or privileges in respect of the Project.
(ii) The Company is otherwise conducting its business in compliance in all
material respects with all applicable Corrupt Practices Laws.
(iii) The internal management and accounting practices and controls of the
Company and the Sponsor are adequate to ensure compliance with applicable
Corrupt Practices Laws.
SECTION 9. COVENANTS OF THE SPONSOR.
Unless OPIC otherwise agrees in writing the Sponsor covenants and agrees,
until the Completion Date, as follows:
(a) The Sponsor shall promptly notify OPIC of each event that constitutes,
or (in the case of events of which the Sponsor is aware) which with the lapse of
time or the giving of notice or both could constitute, an Event of Default under
the Finance Agreement, and of the occurrence of any other condition or event
that could have a Material Adverse Effect.
(b) The Sponsor shall, upon request of OPIC, give, or cause to be given to,
any representatives of OPIC access during normal business hours, and permit them
to examine, copy, and make extracts from, any and all records and documents in
the possession or subject to the control of the Sponsor relating to its
operations and financial affairs (to the extent related to the Company or to the
credit standing of the Sponsor), and upon reasonable prior notice shall permit
such representatives to inspect any of its facilities or properties during
normal business hours.
(c) The Sponsor shall furnish to OPIC on or before the 60th day after the
close of each quarter of each of its fiscal years, its quarterly report on Form
10-Q or, if no such report shall be available, its consolidated and
consolidating balance sheets as at the close of such quarter and its income
statement and statement of changes in financial position for such quarter,
prepared in accordance with U.S. GAAP, certified by its chief financial officer
as being complete and correct in
15
-13-
all material respects and fairly presenting the financial condition of the
Sponsor as at the close of such quarter and the results of its operations for
such quarter, PROVIDED that any such quarterly balance sheets, income statements
or statements of changes in financial position will be subject to normal
year-end audit adjustments and, to the extent that they will not include
footnotes, need not be in accordance with U.S. GAAP.
(d) The Sponsor shall furnish to OPIC on or before the 120th day after the
end of each of its fiscal years, its consolidated and consolidating balance
sheets as at the close of such fiscal year and its income statement and
statement of changes in financial position for such fiscal year, prepared in
accordance with U.S. GAAP, certified by a firm of independent accountants
(selected by it and acceptable to OPIC) as fairly presenting the financial
condition of the Sponsor as at the close of such fiscal year and the results of
its operations for such fiscal year.
(e) It shall maintain at all times a Tangible Net Worth at least equal to
$104,000,000.
(f) The Sponsor shall vote or cause to be voted all of the shares of the
Company presently held by it, as well as any other shares that it may directly
or indirectly acquire or control in the future, in such manner, and take or
cause to be taken any actions, corporate or otherwise, as shall be necessary to
achieve the prompt and effective implementation and performance of all of the
provisions of this Agreement.
(g) The Sponsor shall furnish to OPIC from time to time such other
statements and information as OPIC may reasonably request.
SECTION 10. SUBROGATION AND SUBORDINATION.
The Sponsor shall be subrogated to all rights of OPIC in the Loan or any
Note to the extent of any amounts paid by it under Section 3(a)(ii) or 3(b);
PROVIDED that until all amounts due or that may become due under or in respect
of the Finance Agreement or the Notes have been paid in full, the Sponsor shall
not enforce such interest or accept any payment by the Company thereunder. In
the event that the Sponsor receives any payment or distribution from the Company
with respect to such interest, such Sponsor shall hold such payment or
distribution in trust (as property of OPIC) and immediately pay over such amount
or deliver to OPIC (with any necessary endorsement), such payment for
application against the Loan.
SECTION 11. PAYMENTS.
Any payments hereunder directed by OPIC to be paid (a) to OPIC, shall be
paid to OPIC at the address set forth in Section 2.10(b) of the Finance
Agreement, and for application in accordance with Section 2.10(d) of the Finance
Agreement, or (b) to any other Person, shall be paid as OPIC may direct in the
PCA Call.
16
-14-
SECTION 12. REMEDIES; NO WAIVER.
(a) OPIC may proceed to protect and enforce its rights hereunder in any
court or other tribunal by an action at law, suit in equity, or other
appropriate proceedings, whether for damages, for the specific performance of
any term hereof, or otherwise, or in aid of the exercise of any power granted
hereby or by law. The Sponsor hereby agrees, jointly and severally, to pay to
OPIC on demand such amount in Dollars as shall be sufficient to cover OPIC's
costs and expenses of any action or such remedies, including, without
limitation, reasonable attorneys' fees, expenses, and disbursements.
(b) No failure or delay by OPIC in exercising any right, power or remedy
shall operate as a waiver thereof or otherwise impair any of its rights, powers,
or remedies. No single or partial exercise of any such right shall preclude any
other or further exercise thereof or the exercise of any other legal right. No
waiver of any such right shall be effective unless given in writing.
(c) The rights or remedies provided for herein are cumulative and are not
exclusive of any other rights, powers, or remedies provided by law. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion of any other appropriate right or remedy.
SECTION 13. TIME OF ESSENCE.
The parties hereto agree that time shall be of the essence of this
Agreement.
SECTION 14. JURISDICTION AND CONSENT TO SUIT.
(a) WITHOUT PREJUDICE TO THE RIGHTS OF OPIC OR THE COMPANY TO BRING SUIT IN
ANY APPROPRIATE DOMESTIC OR FOREIGN JURISDICTION, ANY PROCEEDING TO ENFORCE THIS
AGREEMENT MAY BE BROUGHT BY OPIC IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE DISTRICT OF COLUMBIA OF THE UNITED STATES OF AMERICA OR IN
ANY OTHER JURISDICTION WHERE THE SPONSOR OR ANY OF ITS PROPERTY MAY BE FOUND.
THE SPONSOR HEREBY IRREVOCABLY WAIVES ANY PRESENT OR FUTURE OBJECTION TO ANY
SUCH VENUE, AND IRREVOCABLY CONSENTS AND SUBMITS UNCONDITIONALLY TO THE
NON-EXCLUSIVE JURISDICTION FOR ITSELF AND IN RESPECT OF ANY OF ITS PROPERTY OF
ANY SUCH COURT. THE SPONSOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION, SUIT, OR PROCEEDING BROUGHT THEREIN HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. THE SPONSOR FURTHER AGREES THAT FINAL JUDGMENT
AGAINST IT IN ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
17
-15-
AGREEMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION
WITHIN OR OUTSIDE THE UNITED STATES OF AMERICA BY SUIT ON THE JUDGMENT, A
CERTIFIED OR EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT
AND OF THE AMOUNT OF ITS OBLIGATION.
(b) PRIOR TO THE FIRST CLOSING DATE, THE SPONSOR SHALL IRREVOCABLY
DESIGNATE AND APPOINT CT CORPORATION SYSTEM, 0000 XXXXXXX XXXXXX, X.X.,
XXXXXXXXXX, X.X. OR ANOTHER AGENT SATISFACTORY TO OPIC FOR SERVICE OF PROCESS IN
THE DISTRICT OF COLUMBIA AS ITS AUTHORIZED AGENT TO RECEIVE AND FORWARD ON ITS
BEHALF SERVICE OF PROCESS IN ANY SUCH PROCEEDING, AND SHALL PROVIDE OPIC WITH
EVIDENCE OF THE PREPAYMENT IN FULL OF THE FEES OF SUCH AGENT. THE SPONSOR AGREES
THAT SERVICE OF PROCESS UPON SAID AGENT SHALL BE DEEMED AND HELD IN EVERY
RESPECT TO BE EFFECTIVE PERSONAL SERVICE UPON IT. THE SPONSOR SHALL MAINTAIN
SUCH APPOINTMENT (OR THAT OF A SUCCESSOR SATISFACTORY TO OPIC) CONTINUOUSLY IN
EFFECT AT ALL TIMES WHILE THE COMPANY IS OBLIGATED UNDER THE FINANCE AGREEMENT
OR ANY NOTE. NOTHING HEREIN SHALL AFFECT OPIC'S RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.
SECTION 15. SUCCESSORS AND ASSIGNS.
This Agreement shall bind the successors and assigns of the Company and the
Sponsor and shall inure to the benefit of OPIC, its successors, and assigns.
Neither the Company nor the Sponsor may assign any of its obligations hereunder
without the prior written consent of OPIC or its successors or assigns.
SECTION 16. BENEFITS OF AGREEMENT.
Nothing in this Agreement, express or implied, shall give to any Person,
other than the parties hereto and their successors and permitted assigns
hereunder and under the Finance Agreement, any benefit or any legal or equitable
right or remedy under this Agreement.
SECTION 17. NOTICES.
Each notice, demand, report, or communication relating to this Agreement
shall be in writing in the English language, shall be hand-delivered or sent by
mail (postage prepaid), telegram, or facsimile transmission (with a copy by mail
to follow, which copy shall not be required to effect notice), and shall be
deemed duly given when sent to the following addresses, or to such other address
or number as each party shall have last specified by notice to the other
parties.
18
-16-
To the Sponsor:
The Pioneer Group, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
(Attention: Xxxxxx X. Xxxxxx)
(Telecopy: 617-422-4296)
with copies to
Xxxx and Xxxx
The Xxxxxxx Office Building
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
(Attention: Xxxxx Xxxxxxxxx, Esq.)
(Facsimile: 202-942-8484)
To Teberebie Goldfields Limited:
Teberebie Goldfields Limited
X.X. Xxx 0
Xxxxxx
Xxxxx
(Attention: Xxxxxx Xxxxxx)
(Telecopy: 011-233-362-273)
19
-17-
with copies to
Xxxx and Xxxx
The Xxxxxxx Office Building
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
(Attention: Xxxxx Xxxxxxxxx, Esq.)
(Facsimile: 202-942-8484)
To OPIC:
Overseas Private Investment Corporation
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Xxxxxx Xxxxxx of America
(Attention: Vice President for Finance
(Telecopy: 202-408-9866)
Re: Teberebie project))
SECTION 18. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
SECTION 19. JURY TRIAL WAIVER.
THE SPONSOR AND OPIC EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION
WITH THIS AGREEMENT, ANY OTHER FINANCING DOCUMENT, OR ANY OTHER INSTRUMENT,
DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH
OR THE TRANSACTIONS RELATED THERETO.
20
-18-
SECTION 20. SEVERABILITY.
If any provisions of this Agreement shall be invalid, illegal, or
unenforceable in any jurisdiction, the parties hereto agree to the fullest
extent they may effectively do so that the validity, legality, and
enforceability of such provision in other jurisdictions, and the validity,
legality, and enforceability of the other provisions in such jurisdiction, shall
not in any way, be affected or impaired thereby.
SECTION 21. AMENDMENTS.
The provisions hereof may be waived, supplemented, or amended only by an
instrument in writing signed by a duly authorized representative of each of the
parties hereto.
SECTION 22. WAIVER OF LITIGATION PAYMENTS.
In the event that any action or lawsuit is initiated by or on behalf of
OPIC against the Company, the Sponsor, or any other party to any Financing
Document, the Sponsor, to the fullest extent permissible under applicable law,
irrevocably waives its right to, and agrees not to request, plead, or claim that
an OPIC Plaintiff post, pay, or offer, any Litigation Payment, and the Sponsor
further waives any objection it may now or hereafter have to an OPIC Plaintiff's
claim that such OPIC Plaintiff should be exempt or immune from posting, making,
or offering any such Litigation Payment.
SECTION 23. INDEMNITY.
The Sponsor shall indemnify and hold harmless OPIC and each of its
directors, officers and employees (each, an "indemnified person") in connection
with any losses, claims, damages, liabilities (or actions in respect thereof) or
other expenses (including without limitation attorneys' fees and expenses as
they are incurred in connection with investigating, preparing, or defending any
such action or claim) (any of the foregoing being a "Loss" and collectively
"Losses") to which such indemnified person may become subject arising out of or
relating to this Agreement, the Financing Documents, or any of them or any of
the transactions contemplated hereby or thereby; PROVIDED that such indemnity
shall not apply to the extent that there is a final determination that the Loss
resulted from (a) the gross negligence or willful misconduct of the indemnified
person, (b) a failure by OPIC to fulfill its guarantee obligations with respect
to the Loan or (c) a failure by the Company to pay its financial obligations
under the Financing Documents (except to the extent arising from fraud or
misrepresentation). This indemnity obligation shall survive the execution of the
Finance Agreement and the expiration, termination or other modification of this
Agreement or the Commitment.
21
SECTION 24. COUNTERPARTS.
This Agreement may be executed in separate counterparts, each of which when
so executed and delivered shall be deemed an original, and all of which together
shall constitute one and the same instrument.
SECTION 25. TERMINATION.
Except as otherwise expressly set forth herein, the obligations of the
Sponsor hereunder shall terminate upon the earlier of the Completion Date, or
the date on which all principal, interest, fees, and expenses due pursuant to
the Finance Agreement or under the Notes have been indefeasibly paid in full and
the Company has no further right to request Disbursements of the Loan or to
cause Notes to be issued.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed and delivered as of the day and year first above written.
TEBEREBIE GOLDFIELDS LIMITED
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
THE PIONEER GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President, Treasurer, and
Chief Financial Officer
OVERSEAS PRIVATE INVESTMENT
CORPORATION
By: /s/
---------------------------------
Name:
Title:
22
EXHIBIT A
[FORM OF COMPLETION CERTIFICATE]
DATE: __________________
TO:
Overseas Private Investment Corporation ("OPIC")
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn.: Vice President for Finance
This Completion Certificate is submitted to OPIC pursuant to Section 3(d)(vi) of
the Project Completion Agreement, dated as of __________, 1996 (the "Project
Completion Agreement"), among The Pioneer Group Inc., a corporation organized
and existing under the laws of Delaware ("the Sponsor"), Teberebie Goldfields
Limited, a corporation organized and existing under the laws of the Republic of
Ghana, and OPIC.
All capitalized terms used herein and not otherwise defined shall have their
respective meanings set forth in the Project Completion Agreement.
The undersigned hereby certifies that [he][she] is an Authorized Officer of the
Sponsor, and further certifies that as of the date hereof each of the
requirements set forth below has been satisfied as of the date hereof:
1. As required by Section 3(d)(i) (PHYSICAL COMPLETION TESTS): all buildings,
equipment, facilities, and necessary infrastructure for the Project have been
procured, constructed, and installed utilizing first-class standards of
workmanship and materials and in accordance with the Project plans and
specifications, are operational and in good working condition, and meet
manufacturers' specifications and the terms of applicable construction
agreements;
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
1 [attach relevant supporting evidence] [NOTE: Relevant supporting evidence
might include an independent consultant's report, accountants' certificate,
opinions of counsel, Authorized Officer's Certificate from the Sponsor(s) and/or
the Company, audited Financial Statements, etc.].
2. As required by Section 3(d)(ii) (OPERATIONAL COMPLETION TESTS), the Company
has demonstrated its production capabilities by producing 195,000 xxxx ounces of
gold over a period of six consecutive months;
23
-2-
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
2A [attach relevant supporting evidence].
3. As required by Section 3(d)(iii)(A) (LEGAL CONDITIONS), the Company has good
freehold title or valid leasehold interests free and clear of all Liens and
encumbrances (except for Permitted Liens) to all of the land and all buildings,
equipment, and facilities referred to above, and to all other facilities now
known to be required for the Project;
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
3A [attach relevant supporting evidence].
As required by Section 3(d)(iii)(B) (LEGAL CONDITIONS), the Company has granted
Liens in favor of OPIC (x) with respect to all of the assets on which Liens were
to have been granted as a condition to the first Disbursement of the Loan as
contemplated by Section 4.03(b) of the Finance Agreement and (y) as required in
accordance with the terms of the Security Documents and Section 6.12 of the
Finance Agreement;
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
3B [attach relevant supporting evidence].
As required by Section 3(d)(iii)(c) (LEGAL CONDITIONS), the Company has met all
of its material obligations of any kind through the Completion Date (other than
obligations that have been waived), including, without limitation, payment of
all amounts at any time to become due under contracts for construction,
procurement, installation, and improvement of land, buildings, equipment, and
facilities for the Project;
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
3C [attach relevant supporting evidence].
As required by Section 3(d)(iii) (D) (LEGAL CONDITIONS), each Financing Document
remains in full force and effect;
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
3D [attach relevant supporting evidence].
As required by Section 3(d)(iii) (E) (LEGAL CONDITIONS), no Event of Default (or
condition or event that, with the giving of notice, or lapse of time, or both,
could constitute an Event of Default) under the Finance Agreement exists as of
the date hereof; and
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
3E [attach relevant supporting evidence].
24
-3-
4. As required by Section 3(d)(iv)(A)(FINANCIAL TESTS), the ratio of the
Company's Indebtedness to its Tangible Net Worth does not exceed 1.5 to 1; and
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
4A [attach relevant supporting evidence].
As required by Section 3(d)(iv)(B)(FINANCIAL TESTS), the Company has made at
least one principal repayment on the Loan as and when due from cash flow
generated from the Project.
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
4B [attach relevant supporting evidence].
5. As required by Section 3(d)(v)(A)(ENVIRONMENTAL TESTS), the Company has
provided OPIC with (x) a final plan, satisfactory to OPIC, including a schedule
for implementation, to ensure that operations and waste rock disposal do not
produce significant environmental impacts and (y) an erosion and sediment
control plan, satisfactory to OPIC, including a schedule for implementation,
that when implemented will cause the Company to be in compliance with the
Environmental Standards for erosion and sediment control or otherwise includes
significant conservation and mitigation measures satisfactory to OPIC;
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
5A [attach relevant supporting evidence].
As required by Section 3(d)(v)(B)(ENVIRONMENTAL TESTS), the Company has caused
SGS Environment: A Division of SGS Laboratory Services (Ghana) Limited to update
the Environmental Impact Statement draft dated November, 1995, to confirm that
the Company's revised plans for both pH levels and discharge of cyanide at final
closure of the Teberebie Mine are consistent with the Environmental Standards;
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
5B [attach relevant supporting evidence].
As required by Section 3(d)(v)(C)(ENVIRONMENTAL TESTS), the Company has revised
the Environmental Action Plan dated April, 1996, to include a solid waste
management plan satisfactory to OPIC, including a schedule for implementation;
and
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
5C [attach relevant supporting evidence].
As required by Section 3(d)(v)(D)(ENVIRONMENTAL TESTS), the Company has fully
completed all aspects of implementation of the plans referred to in paragraphs
(A) and (C) of Section 3(d)(v).
25
-4-
Evidence of the foregoing is attached hereto and made a part hereof as Schedule
5D [attach relevant supporting evidence].
The undersigned further certifies that the documents and materials attached
hereto as Schedules are true, correct, and complete originals or copies.
The undersigned understands that Section 237(n) of the Foreign Assistance Act of
1961, as amended, provides for imprisonment, as well as fines, for knowingly
submitting false statements or reports or willfully overvaluing any land,
property, or security for the purpose of influencing in any way the actions of
OPIC with respect to an OPIC-financed project.
IN WITNESS WHEREOF, [each of] the undersigned has hereunto set [his][her] hand
on this __ day of ____________,199__.
__________________________________
[PRINTED NAME OF AUTHORIZED OFFICER]
[TITLE OF AUTHORIZED OFFICER]
The Pioneer Group, Inc.
