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Exhibit 10.23
PROPERTY MANAGEMENT AGREEMENT
THIS PROPERTY MANAGEMENT AGREEMENT ("Agreement") is executed to be
effective as of the 15th day of May 1996 ("Effective Date") by and between:
THE FIRST INVESTMENT VOUCHER FUND, an open joint stock company established
and existing under the laws of the Russian Federation, having its
principal place of business at Xxxxxxxxxxxx 00/0, Xxxxxx, Russian
Federation, and represented by the Chairman of its Board of Directors, Xx.
Xxxxxxx Xx. Chebotarev, who is acting on the basis of the Fund's charter
("Fund"); and
PIONEER REAL ESTATE ADVISORS INC., a company organized and existing under
the laws of the State of Delaware, U.S.A., having its principal place of
business at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., and
represented by its President, Xxxxxxx X. Xxxxxx, who is acting on the
basis of a resolution of the Board of Directors ("PREA").
RECITALS:
A. The Fund is the owner of an office building known as the Meridian Commercial
Tower, located at Xxxxxx Xxxxxxxx 00/X, 000000 Xxxxxx, Xxxxxx according to the
system of street names and numbering now in official use in Moscow, Russia
("Building").
B. PREA is a real estate company with the experience necessary to manage and
lease space in the Building according to the terms and conditions of this
Agreement.
C. The parties now desire to set forth their agreement on the terms and
conditions of the services PREA shall provide to the Fund with respect to the
management of the Building.
NOW THEREFORE, in consideration of the mutual promises and covenants exchanged
herein, the parties hereby agree as follows:
AGREEMENT
ARTICLE 1. DEFINITIONS
The following terms shall have the following meanings:
1.1 Business Day. "Business Day" means any day, other than Saturday, Sunday or
any public holiday in the United States of America or in the Russian Federation.
1.2 Gross Collections. "Gross Collections" means the total amounts of: (a)
Tenant rent payments, (b) Tenant contributions toward Operating Expenses (except
contributions for the Property Management Fee), (c) interest earned on amounts
of advanced rents and security deposits paid by Tenants and held by PREA (except
amounts of such interest that are payable to Tenants pursuant to their lease
agreements), (d) parking fees, and (e) telecommunications commissions from
Tenant use of telecommunications facilities in the Building, all of which shall
be exclusive of value added or other taxes that are due with respect to the
Gross
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Collections, that are collected with respect to the Building, during the quarter
in which such Gross Collections were collected, or prior quarters, and
attributable to that or prior quarters as PREA may reasonably determine.
1.3 Land. The "Land" means the 13,035 square meters of land located at Xxxxxx
Xxxxxxxx 00/X that was leased to the Fund by the Moscow Government according to
a 49 year lease agreement No. M-09-000979, dated 6 September 1994.
1.4 Leasing Costs. "Leasing Costs" means the costs incurred by PREA in
connection with leasing the office space in the Building, including fees and
commissions payable to real estate brokers, associated legal fees, and the
amounts of any rent discounts or other leasing incentives offered to Tenants.
1.5 Nominal Rent. "Nominal Rent" means the Base Rent figure stated in any lease
agreement for premises in the Building, applicable to any period for which the
Tenant thereunder does not pay such Base Rent to PREA.
1.6 Operating Budget. "Operating Budget" means PREA's annual budget for
operating the Building, including PREA's estimate of annual Gross Collections
and Operating Expenses and indicating, to the extent possible, which if any
expenses will not be recovered through Tenant contributions to Operating
Expenses.
1.7 Operating Expenses. "Operating Expenses" means the total costs, charges,
expenses and disbursements of every kind and nature that must be paid in
connection with the management, operation, maintenance, improvement and repair
of the Property, including the following:
(a) Utilities. The cost of utilities, including heat, air conditioning,
water, steam, fuel and electricity other than that which is supplied to
individual Tenants and paid for by them separately.
(b) Maintenance Fees. The cost of Building maintenance including fees for
interior and exterior maintenance, upkeep and repair of the Property, as
well as the Building heat, air conditioning, plumbing, mechanical,
electrical and other systems; landscaping, ground maintenance and snow
removal, including the cost of equipment and tools, the cost of servicing
such equipment and contributions to any sinking funds that PREA may
create from time to time in order to spread the cost of such maintenance,
upkeep and repair more equitably among Tenants over the terms of their
lease agreements.
(c) Management Expenses. The portion of the Property Management Fee, if
any, not recovered from Tenants, and other fees, costs and expenses
related to property management including accounting, catering, electrical,
extermination, financial, janitorial, legal, plumbing, security and window
cleaning services, as well as the total amount of salaries and benefits
payable to Building staff, and the cost of providing a "drivers' room" in
the Building.
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(d) License Fees. The cost of licenses, permits, inspections and
compliance with any health and fire safety or other governmental rule or
regulation imposed upon either of the parties with respect to the Property
including the cost of fire protection.
(e) Insurance Premiums. The cost of premiums for property and other
insurance, including rental value and liability insurance, and any costs
incurred in obtaining a valuation of the reinstatement costs for the
purposes of arranging such insurance.
(f) Taxes. The cost of all general and special land and property taxes,
value added taxes and all other taxes, charges, rates, levies and
assessments of whatever nature levied, assessed or collected by any
governmental or quasi-governmental authority upon or with respect to
ownership or operation of the Building and the Land, other than the Fund's
profits taxes.
1.8 Parking Lot. The "Parking Lot" means the paved parking area on the Land and
adjacent to the Building that has been prepared by the Fund for use by Tenants,
their employees and visitors.
1.9 Property. "Property" shall mean the Building, Parking Lot and Land.
1.10 Property Management Fee. The "Property Management Fee" means the fee
payable to PREA in consideration for PREA managing the Property pursuant to this
Agreement.
1.11 Services. "Services" are the activities listed in Article 2.2 of this
Agreement.
1.12 Tenant. "Tenant" means any individual, legal entity or representative of a
legal entity that has executed a lease for office space in the Building with
PREA.
1.13 Unrecoverable Expenses. "Unrecoverable Expenses" means all expenses
incurred by PREA pursuant to this Agreement that it cannot recover from Tenants
as part of their contributions toward Operating Expenses.
ARTICLE 2. SERVICES
2.1 Engagement. The Fund hereby engages PREA, and PREA hereby accepts the
engagement, as property manager of the Building to provide property management
services according to the terms and conditions of this Agreement.
2.2 Scope of Services. PREA shall provide the following Services for the Fund:
2.2.1 Operate the Building. Oversee the day-to-day operation of the
Building, respond promptly to all reasonable inquiries, and ensure the
Building is managed and operated at all times in a smart, professional,
and courteous manner in accordance with generally accepted Western
standards of property management. PREA shall ensure that payments for all
obligations that arise with respect to the Building and such as tax, Land
rent, utility and contractual obligations (except for property taxes and
Land rent which shall be paid directly by the Fund) are paid in a timely
manner as they become due.
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2.2.2 Sublease Office Premises. Use reasonable commercial efforts to
sublease all of the rentable office and commercial space in the Building,
according to the following conditions:
(a) Each lease shall conform substantially to the model lease agreement to
be agreed to between the Fund and PREA, and shall include only such
modifications and financial incentives as PREA may deem reasonably
necessary and appropriate to induce the signing of a lease agreement with
a potential Tenant (provided however that such modifications and financial
incentives are consistent with section 2.2.2(c)); and,
(b) In PREA's reasonable judgment the potential Tenant is a reputable and
credit-worthy entity;
(c) The amount of the base rent payable under any lease agreement is not
less than the equivalent of U.S. $400.00 per square meter per year unless
otherwise agreed by the parties hereto in writing; and
(d) PREA shall have full discretion with respect to acceptance of any
Tenant for the Building and shall have no obligation to accept or reject
any Tenant.
2.2.3 Review Tenant Requests. Review Tenant requests for approval of their
plans to fit-out, alter, sublet or assign the rights to their premises,
and if in PREA's reasonable discretion approval would not detract in any
way from the best interests of the parties, approve such requests.
Additionally, PREA shall respond promptly to all reasonable queries from
Tenants or their representatives with regard to any property management
issues, and advise Tenants with regard to any notices PREA may receive
that will adversely affect the Tenants' ability to use the Building in
accordance with their lease agreements.
2.2.4 Monitor Tenant Obligations. Use reasonable efforts to ensure Tenants
are complying with the terms of their leases, including consultation with
legal advisors any time it appears necessary to enforce lease covenants or
obligations. Additionally, PREA shall notify the Fund any time a Tenant
has not or has indicated to PREA that it may not be able to meet its
payment obligations under its lease agreement.
2.2.5 Prepare and Monitor Budgets for Operating and Unrecoverable
Expenses. Prepare the annual Operating Budget, including an estimate of
annual Gross Collections and Operating Expenses. The Operating Budget
shall identify all anticipated expenses and all service contracts in
effect or planned for the budget period as individual line items. PREA
shall also prepare a detailed budget of all expenses that will not be
recovered through Tenant contributions to Operating Expenses
("Unrecoverable Expenses Budget"). PREA shall operate the Building using
best efforts to maintain the Building income and expenditure in accordance
with the Operating Budget, shall use reasonable efforts to notify the Fund
any time it uses the power of attorney granted to PREA and shall obtain
the Fund's written approval prior to making any expenditure that would
exceed budgeted amounts of
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Unrecoverable Expenses by five percent or more. PREA shall deliver the
Operating Budget to the Fund in accordance with section 2.2.13(c).
2.2.6 Open and Maintain Accounts. Open and maintain xxxxx and foreign
currency bank accounts to receive payments from Tenants in accordance with
the terms of their lease agreements, and to make payments when due to the
Fund, construction contractors, vendors, suppliers, Building staff and
other appropriate payments as necessary. PREA shall hold all amounts of
base rent and security deposit prepayments received from Tenants in
interest bearing bank accounts, and shall return or credit such amounts to
Tenants, with or without interest, in each case according to the terms of
their respective lease agreements.
2.2.7 Collect Amounts Due. Arrange for prompt collection of all rents and
other payments due from Tenants under the terms of their lease agreements,
including base rent payments, security deposits, reimbursements of
insurance premiums, local taxes, utility charges, Operating Expenses
(including estimated Operating Expenses), interest and value added or
similar taxes.
2.2.8 Transfer Amounts to Fund. Timely transfer all amounts due to the
Fund under this or any agreement between the Fund and PREA.
2.2.9 Hire and Supervise Contractors and Building Staff. Hire and
supervise, using funds from the Building operating budget, contractors and
Building staff, including accountants, administrators, architects,
attorneys, caterers, drivers, electricians, exterminators, landscapers,
maintenance, plumbing, security personnel and telecommunications
providers, to ensure the smooth and efficient operation of the Building,
and use such contractors and staff as necessary to fulfil the obligations
of the Fund and PREA pursuant to the terms of the lease agreements with
Tenants. PREA shall, using funds from the Building operating budget, pay
all payroll taxes and other contributions to the Russian Federation social
funds on all salaries paid to the Building staff, as required by law.
2.2.10 Maintain Insurance Coverage. Obtain and maintain insurance for the
Building, its plant and machinery, in the scope and amount as is customary
in the Russian market, and in no event less than PREA and the Fund,
respectively, deem prudent to cover their respective interests in the
Building. PREA shall provide the insurers with all relevant information
required by, and shall keep the insurers informed in accordance with the
terms of the insurance policies.
2.2.11 Inspect the Building. Regularly inspect the Building to ensure
timely discovery and identification of conditions that requiring cleaning,
maintenance or repair, and act upon any such discoveries as necessary.
2.2.12 Maintain Records. Maintain: (a) individual Tenant files including
copies of all Tenant lease agreements, records of payments, insurance
certificates, correspondence, complaints, legal notices, and any other
relevant materials; (b) detailed service jackets for Building systems and
equipment including schedules of all inspections made, maintenance
performed, and replacement parts consumed; and (c)
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detailed accounting records for the Building depicting gross receipts,
disbursements and expenses, taxes, and payments to the Fund.
2.2.13 Make Reports. Make reports to the Fund as follows:
(a) Monthly Reports. Make monthly reports to the Fund which shall
include a summary of all significant occurrences, accidents,
casualties, defects and/or repair or improvement work that have
occurred in or around the Property during the preceding month, a
summary of all ongoing lease negotiations including any offered or
anticipated material deviations from the model lease agreement,
descriptions of any lease violations, copies of any legal notices
sent or received and an account of any amounts remaining due and
unpaid under the terms of Tenant leases. In addition, PREA shall
provide a list of property maintenance contracts in effect as of
the date of the report and executed pursuant to section 2.2.9, and
amendments thereto, including the payment amounts, purposes,
parties and terms, that have been executed since PREA's last report
under this section.
(b) Quarterly Reports. Not later than the 10th day of the first
month of each calendar quarter, make quarterly reports to the Fund
which shall include a detailed account of receipts and operating
expenditures, including any routine repair costs not recovered
through Tenant contributions toward Operating Expenses, insurance
premiums, amounts of rents and Operating Expenses received from
each Tenant, a calculation of Property Management Fee, the balances
of any sinking funds, and PREA's estimate of expenses for the
remainder of the calendar year contrasted against the annual
operating budget, and the list of all payments made under the
property maintenance contracts with cross references to appropriate
payment documents.
(c) Annual Reports. PREA shall make annual reports not later than 1
March of each year which shall include a detailed reconciliation of
actual Building revenues and expenses for the previous year to the
Operating Budget for that year. Prior to 1 December of each year,
PREA shall submit the annual Operating Budget for the following
year to the Fund in accordance with section 2.2.5, which shall
include an estimate of Gross Collections, Operating Expenses,
anticipated capital expenditures and all maintenance contracts PREA
has executed for the following year.
All reports to the Fund shall be submitted in the English and Russian
languages. The Fund shall have the right to request a copy of any contract or
payment document executed by PREA in connection with its property management
responsibilities under this Agreement.
ARTICLE 3. FUND'S OBLIGATIONS
In addition to its other obligations hereunder, the Fund shall have the
following obligations:
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3.1 Provide Office Space. The Fund shall provide PREA, free of charge and
without any obligation to pay rents, fees or expenses, including Operating
Expenses, as much space in the Building as PREA deems reasonably necessary to
support its management and related activities. The Fund shall fit-out up to 50
square meters of office space at its own expense in accordance with PREA's
reasonable requirements, including an office for the Building Manager,
accommodation for secretaries and building service managers, and a meeting room.
PREA shall fit-out any such space in excess of 50 square meters.
3.2 Reimburse Unrecoverable Expenses. The Fund shall reimburse PREA for all
Unrecoverable Expenses, whether budgeted or incurred in good faith by PREA upon
the happening of any casualty, event or occurrence that, in PREA's reasonable
opinion, required the urgent expenditure of funds, at such times as the parties
may agree.
3.3 Provide Ownership Documents. The Fund shall provide to PREA copies of the
ownership and related documents for the Building, including: (a) the ownership
certificate for the Building issued by MOSKOMIMUSHESTVO; (b) the State
Acceptance Committee report issued when the Building was approved for occupancy;
(c) the "passport" certificate from the Bureau of Technical Inventory (BTI); (d)
utility agreements for water, electricity, sewer and gas services;, and (e) the
lease agreement for the Land. Additionally, the Fund shall make the original
documents available to PREA and any existing or prospective Tenants on request.
3.4 Assist PREA. The Fund shall assist PREA as reasonably necessary from time to
time to facilitate relations with government authorities, including tax
authorities, and as necessary to ensure the smooth and efficient operation of
the Building.
ARTICLE 4. FEES AND PAYMENTS
4.1 Property Management Fee. As consideration for PREA's services hereunder,
PREA shall be entitled to collect the Property Management Fee from Tenants as
part of their contributions to Operating Expenses. The Property Management Fee
shall be an amount equivalent to the greater of: (a) U.S. $56,250.00 per
quarter; or (b) five percent of Gross Collections and Nominal Rents (excluding
security deposits and any interest earned thereon), which shall be exclusive of
value added and similar taxes. PREA shall be entitled to include the portion of
the Property Management Fee, if any, that PREA is unable to recover from
Tenants, among the Operating Expenses used to calculate PREA's total rent
obligation for the Building, provided however that in no event may the portion
so included be greater than an amount equivalent to U.S. $56,250.00 per quarter.
4.2 Additional Fees. PREA shall be entitled to charge the Fund additional fees
for services outside the scope of this Agreement, such as certain property
management expenses incurred prior to the Effective Date, rent review, lease
renewals, re-lettings, insurance reinstatement valuations or other valuations
requested by the Fund or required in connection with any system of local or
other taxation, administration of insurance claims and any matter requiring
consideration or action as a consequence of any new or amended statute or
requirement of any local, regional or federal level government organization,
unless such fee may be recovered in full as part of the Operating Expenses. With
the exception of the property management expenses incurred by PREA prior to the
Effective Date for which the Fund
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hereby agrees to reimburse PREA, such fees shall be agreed between the Fund and
PREA from time to time when such circumstances arise.
ARTICLE 5. TERM AND TERMINATION
5.1 Term. This Agreement shall be effective as of the Effective Date, and unless
earlier terminated as provided herein, shall expire five years thereafter. PREA
shall have the option to renew this agreement for two additional five year terms
with such changes to the terms hereof as may be agreed between the parties.
5.2 Termination. The parties may terminate this Agreement prior to its
expiration as follows:
5.2.1 By the Fund. The Fund may terminate this Agreement upon its sale of
the Building, to be effective one year from the closing date of any such
sale, and with written notice to PREA on or before the closing date. The
Fund may also terminate this Agreement "for cause" and with three months
advanced notice to PREA in writing if PREA fails to perform its
obligations as provided in this Agreement. For the purposes of this
Agreement, "for cause" shall mean:
(a) PREA's material breach of the terms of this Agreement;
(b) PREA's conduct that materially injures the Fund or Tenants;
(c) Indictment of PREA's on-site managers on charges of criminal conduct;
(d) PREA's material violation of any law applicable to its
responsibilities under this Agreement;
(e) PREA's neglect of its duties which continues for 30 calendar days or
more after written warning from the Fund;
5.2.2 By PREA. PREA may terminate this Agreement for any reason and with
six month's advanced notice to the Fund in writing.
ARTICLE 6. DISPUTE RESOLUTION
6.1 Choice of Law. This Agreement shall be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts, U.S.A.
6.2 Dispute Resolution. The parties shall attempt to resolve any dispute arising
from or in connection with this Agreement, including any question of its
existence, validity or termination, by amicable negotiation. If the parties are
unable to resolve the dispute within 20 Business Days, then either party may
refer the dispute to, and the parties hereby agree to the jurisdiction of,
arbitration by the American Arbitration Association, in accordance with its
International Arbitration Rules. The arbitration tribunal shall consist of one
arbitrator appointed by the administrator thereunder, and shall take place in
the City of Boston, Massachusetts, U.S.A. The arbitration shall proceed and all
documents shall be presented
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in the English language. Any award of the arbitrator shall be final and binding
on the parties.
ARTICLE 7. ADDITIONAL PROVISIONS
7.1 No Assignment. Neither party shall assign, delegate and/or transfer to third
parties its rights and obligations under this Agreement without the other
party's prior written consent, except PREA may assign its rights and obligations
under this Agreement to any entity controlling, controlled by or under the
common control of PREA. This Agreement shall be binding upon and inure to the
benefit of the parties, their successors in interest, if any, and their
respective permitted assigns and transferees.
7.2 No Partnership. Nothing in this Agreement is intended nor shall be construed
to create a partnership, joint venture or similar relationship between the
parties, nor shall it be construed to create any rights in any third parties
against the parties hereto.
7.3 Severability. If any provision of this Agreement is or becomes invalid,
ineffective, unenforceable or illegal for any reason, the remaining provisions
shall continue in full force and effect. The parties shall amend any invalid
provision so as to fulfil their original intent to the maximum extent possible.
7.4 Amendments. The parties may amend this Agreement at any time, provided such
amendments are made in writing, designated as an amendment to this Agreement,
and duly signed by both parties.
7.5 Notices. Notices required or permitted under this Agreement shall be in
writing and shall be delivered by: (1) an internationally accepted courier
service, with signed receipt of delivery made; (2) hand-delivery, with signed
receipt of delivery made; or (3) by facsimile, with a confirmation copy sent by
internationally accepted courier service or hand-delivery, addressed to the
parties hereto as follows (unless changed by a notice in accordance herewith
from the party changing its address to the other party):
To PREA Xxxxxx Xxxxx, Xxxxxxx X. Xxxxxx
Pioneer Real Estate Advisors, Inc
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000-0000
FAX: 0-000-000-0000
with a copy to Xxxxxxxxx Xxxx-Xxxxx
Meridian Commercial Tower
Xxxxxx Xxxxxxxx 00/X
000000 Xxxxxx, Xxxxxx
FAX: 0-000-000-0000
To the Fund: Xxxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx
First Investment Voucher Fund
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00
00/0 Xxxxxxxxxxxx Xxxxxxxx
Xxxxxx, Xxxxxx
FAX: 0-000-000-0000
Notices delivered pursuant to the terms of this section shall be deemed
effective within three calendar days from the date when the notice is sent to
the foregoing addresses.
7.6 Force Majeure. The parties shall be relieved of responsibility for any
nonfulfillment in whole or in part of their obligations under this Agreement, if
such nonfulfillment is caused by force-majeure circumstance, including but not
limited to such events as war, civil uprising, rebellion, civil or military
conflict, acts of sabotage, strike, lockout, fire, floods, or other natural
disasters. Notwithstanding the foregoing, if as a result of such force majeure
circumstances, one of the parties is unable to fulfil its obligations, that
party shall inform the other party immediately and take all measures that it
deems expedient in order to protect the interests of the other party. The
parties shall not have the right to demand compensation for any losses arising
as a consequence of such unfulfilled obligations.
7.7 Liability of PREA. PREA shall not be liable directly or vicariously for the
acts or omissions of, nor any damages caused to the Fund by any other party
involved in operating the Building, including the acts or omissions of Tenants
or any contractors PREA may hire pursuant to section 2.2.9. Except for PREA's
own acts of wilful misconduct or gross negligence, PREA shall not be liable for
any damages caused to the Fund for actions taken in good faith in connection
with performing its obligations under this Agreement.
7.8 Limitation on Damages. Subject to section 7.7, if either party breaches any
of its obligations under this Agreement, such party shall compensate the other
party for any actual damages, but shall not be liable for any subsequent or
consequential damages suffered as a result of the breach.
7.9 Indemnification. Except when caused by the wilful misconduct or gross
negligence of PREA, the Fund shall indemnify and hold PREA harmless from and
against all claims, costs, damages, judgments, attorneys' fees, expenses,
obligations and liabilities of any kind or nature that PREA may incur or sustain
in good faith in connection with or arising out of its obligations under this
Agreement. Notwithstanding the foregoing, the Fund shall not be liable and shall
not indemnify PREA for any claims, damages or judgements related to any labor
disputes arising from employment relationships established by PREA.
7.10 Cost and Expenses. Wherever in this Agreement a provision is made for the
doing of any act by any person it is understood and agreed that such act shall
be done by such person at its own cost and expense unless otherwise stated.
7.11 Interpretation. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms, and with respect to the
parties shall include where the context does not prohibit, their respective
permitted successors and assigns. The words "include," "includes" and
"including" shall be deemed to be followed by the phrase "without limitation."
All references to articles, sections and appendices shall mean articles,
sections and appendices of this Agreement, unless otherwise stated. All headings
are inserted for convenience only and shall not affect construction of this
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement in four
counterparts, two in English and two in Russian with one counterpart of each
language for each party. In the case of differences in interpretation between
the English and Russian texts of this Agreement, the English text shall control.
FIRST INVESTMENT VOUCHER FUND PIONEER REAL ESTATE
ADVISORS INC.
[SEAL]
/s/ Xxxxxxx Xx. Chebotarev /s/ Xxxxxxx X. Xxxxxx
------------------------------ ------------------------------
Xxxxxxx Xx. Chebotarev Xxxxxxx X. Xxxxxx
Chairman, Board of Directors President
(Company Seal) (Company Seal)
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APPENDIX A
To the Property Management Agreement between
The First Investment Voucher Fund
and
Pioneer Real Estate Advisors, Inc.
Banking Requisites of the Parties
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The Fund: PREA:
21/2 Trubnikovsky Per 00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxxxx Xxxxxx, XX. U.S.A
representative office;
00/X Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxx Federation
Account no. 701467900 Xxxxx Account no. 853603717
with Citibank T/O with ING Bank Eurasia
MFO 996426 Yu 6P BIC 044545176 and corresponding account
no. 001161392 also through ING
currency account no. 700100022 USD currency account no. 17845
with Citibank T/O with ING Bank Eurasia
Cor. account no. 00000000 and corresponding account
Citibank New York no. 000-0-000000 through
Chase Manhattan Bank N.A. New York
Tax Identification No. 7704038268 Tax Identification No. 7700070140
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