Exhibit 10.72
ASSIGNMENT AGREEMENT
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THIS ASSIGNMENT AGREEMENT (the "Agreement") is made as of January 23, 2002
(the "Effective Date"), "), by and among Pioglobal Forest, L.L.C., a Delaware
USA limited liability company (the "Company"), with its legal address at Xxx
Xxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, XXX; Pioneer Forest,
Inc., a Delaware, USA corporation ("PFI"), with its legal address at Xxx Xxxxxxx
Xxxx Xxxxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, XXX; and Closed Joint-Stock
Company "Forest-Starma", a Russian closed joint-stock company ("Forest-Starma"),
with its legal address at xx. Xxxxxxxx, 0, apt. 3, Vanino Xxxxxxxxxx, Xxxxxxxxxx
Xxxxxxxxx 000000, Xxxxxx. The Company, PFI and Forest-Starma are collectively
referred to herein as the "Parties" and each individually as a "Party".
WITNESSETH
WHEREAS, PFI and Forest-Starma are parties to a certain Delivery Contract
#30199, dated as of July 15, 2001; a certain Contract No. RU/10325105/30198,
dated as of July 15, 1998, as amended by Supplemental Agreement No. 1 thereto,
dated as of October 14, 1998, Supplemental Agreement thereto, dated as of July
10, 2000, and Supplemental Agreement No. 3 thereto, dated as of February 15,
2001; and Contract No. RU/10325105/30197, dated as of April 25, 1997, as amended
by Supplemental Agreement thereto, dated as of April 29, 1997, Supplemental
Agreement No. 2 thereto, dated as of February 26, 1998, Supplemental Agreement
No. 3 thereto, dated as of October 14, 1998, Supplemental Agreement No. 4
thereto, dated as of September 1, 2000, and Supplemental Agreement No. 5
thereto, dated as of July 20, 2001 (the foregoing are hereafter referred to in
the aggregate as the "Supply Contracts");
WHEREAS, PFI desires to assign to the Company, as of the Effective Date,
all of PFI's right, title and interest in and to the Supply Contracts; and
WHEREAS, the Company desires to accept the foregoing assignment and to
assume, as of the Effective Date, all liabilities, obligations, claims, costs
and expenses of PFI arising under the Supply Contracts.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto covenant and
agree as follows:
1. PFI hereby irrevocably assigns, transfers, conveys and surrenders to the
Company all of PFI's right, title and interest in and to the Supply
Contracts and all benefits and rights relating thereto (including without
limitation, its right to payments from Forest-Starma thereunder, whether in
respect of periods prior to or after the date hereof), as well as all of
PFI's liabilities and obligations arising under the Supply Contracts to the
extent arising in respect of periods from and after the Effective Date.
2. The Company hereby accepts the foregoing assignment and assumes, as of the
Effective Date, all liabilities, obligations, claims, costs and expenses of
PFI arising under the Supply Contracts in respect of periods from and after
the Effective Date hereof, and hereby agrees to perform, pay and discharge
all of the liabilities and obligations and observe all of the covenants
therein contained to be performed, paid, discharged or observed by PFI to
the extent arising in respect of periods from and after the Effective Date.
3. Forest-Starma hereby expressly agrees to the assignment by PFI to the
Company of the Supply Contracts as contemplated herein.
4. The Parties hereby agree that, as of the effective date of the assignment
of the Supply Contracts hereunder, all payments under the Supply Contracts
shall be made by Forest-Starma to the Company by wire transfer to the
following bank account of the Company:
Citibank N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
XXX
Account Number: 00000000
ABA Number: 000-0000-00
5. This Agreement shall be binding upon, and inure to the benefit of, the
Parties hereto and their respective successors and assigns.
6. Each of the Parties agrees to promptly execute and deliver such other
instruments as may be necessary to carry out the purposes and intent of
this Agreement or reasonably requested by any Party to perfect or evidence
its rights hereunder.
7. This Agreement shall be governed and construed in accordance with the
substantive laws of the Commonwealth of Massachusetts, without giving
effect to the conflicts of laws provisions thereof.
8. The Parties shall use their best efforts to resolve all disputes and
controversies arising under this Agreement through negotiations. If the
Parties cannot resolve a dispute through negotiations within 30 (thirty)
calendar days from the commencement of efforts to resolve the dispute, the
Parties shall refer the dispute to an arbitrator in Boston, Massachusetts,
USA in accordance with the Rules of the American Arbitration Association.
An award of the arbitrator shall be enforceable at any court of competent
jurisdiction and shall be final and binding on all Parties.
9. This Agreement may be executed in counterparts, each of which shall be
deemed
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an original and all of which, when taken together, shall constitute one and
the same instrument, binding on all Parties, and the signature of any Party
to any counterpart shall be deemed a signature to, and may be appended to,
any other counterpart.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and delivered by their respective duly authorized officers or agents,
effective as of the date first above written.
PIOGLOBAL FOREST, L.L.C.
By: /s/ Xxxxxx X. Xxxxxx
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Its: Vice President
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PIONEER FOREST, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: President
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CLOSED JOINT-STOCK COMPANY
"FOREST-STARMA
By: /s/ Xxxxx X. Xxxxxxx
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Its: General Director
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By: /s/ Xxxxxx X. Limarenko
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Its: First Deputy General Director
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