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Exhibit 10.91
AGREEMENT WITH RESPECT TO PROJECT COMPLETION AGREEMENT
AGREEMENT (the "Agreement"), dated as of December 28, 1999, among
CLOSED JOINT-STOCK COMPANY "FOREST-STARMA", a closed joint stock company,
organized and existing under the legislation of the Russian Federation (the
"Company"), THE PIONEER GROUP, INC., a corporation organized and existing under
the laws of the state of Delaware (the "U.S. Sponsor"), PIONEER FOREST, INC., a
corporation organized and existing under the laws of the state of Delaware and a
wholly owned subsidiary of the U.S. Sponsor (the "U.S. Sponsor Subsidiary"),
PIONEER FOREST, L.L.C., a limited liability company organized and existing under
the laws of the state of Delaware and a wholly owned subsidiary of the U.S.
Sponsor Subsidiary ("PFLLC"), and OVERSEAS PRIVATE INVESTMENT CORPORATION, an
agency of the United States of America ("OPIC").
WITNESSETH:
WHEREAS, the Company, the U.S. Sponsor, International Joint Stock
Company "Starma Holding" (the "Russian Sponsor") and OPIC are parties to a
Project Completion Agreement, dated as of December 21, 1995 (the "Project
Completion Agreement");
WHEREAS, the Company, the U.S. Sponsor, the U.S. Sponsor Subsidiary and
OPIC entered into an Agreement with respect to Project Completion Agreement,
dated as of June 3, 1999 (the "APCA"), pursuant to which the U.S. Sponsor
Subsidiary agreed to be bound by, and jointly and severally responsible for, all
obligations of the U.S. Sponsor under the terms and conditions of the Project
Completion Agreement;
WHEREAS, all capitalized terms used herein and not otherwise defined
herein shall have their respective meanings set forth in the Finance Agreement,
dated as of December 21, 1995, as amended to and including the date hereof,
between the Company and OPIC, the Project Completion Agreement and the APCA; and
WHEREAS, as a result of the Share Transfer, the PFLLC will own 100 % of
the shares of capital stock of the Company and the U.S. Sponsor Subsidiary will
no longer hold any capital stock of the Company.
NOW, THEREFORE, the parties agree as follows:
1. Indemnity.
The U.S. Sponsor hereby indemnifies and holds harmless the
Indemnified Persons from and against any and all losses,
liabilities, obligations, damages, penalties, actions, judgments,
suits, costs, expenses, or disbursements of any kind or nature
whatsoever (Losses) that may be imposed on, incurred by, or
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asserted against any Indemnified Person in any way relating to the
Contract of Pledge of Shares between PFLLC and OPIC or the Share
Transfer, if such Losses would not have occurred had the U.S.
Sponsor Subsidiary not transferred its shares of the Company,
directly or indirectly, to PFLLC in connection with the Share
Transfer. In particular, but without limitation, this indemnity
extends to any Losses incurred by an Indemnified Person as a
result of the bankruptcy of PFLLC or due to the existence of any
contract for pledge of shares in the Company which PFLLC may have
entered into, and having priority to, the contract for the Pledge
of Shares with OPIC."
2. Representations and Warranties.
(a) Each of the Company, the U.S. Sponsor, the U.S. Sponsor
Subsidiary and PFLLC represents and warrants to OPIC that
this Agreement constitutes a legal, valid and binding
obligation of it, enforceable against it in accordance with
its terms.
(b) Each of the U.S. Sponsor, the U.S. Sponsor Subsidiary and
PFLLC represents and warrants to OPIC, jointly and severally
that:
(i) (x) as of the effective date hereof the U.S. Sponsor
Subsidiary owns of record and beneficially, and the
U.S. Sponsor owns beneficially, 100%, and (y) upon
completion of the Share Transfer, the U.S. Sponsor
Subsidiary and the U.S. Sponsor will own
beneficially, and PFLLC will own of record and
beneficially, 100% of the issued and outstanding
shares of capital stock of the Company;
(ii) as of the effective date hereof the U.S. Sponsor
Subsidiary owns, and upon completion of the Share
Transfer will own, of record and beneficially all of
the issued and outstanding shares of capital stock of
PFLLC;
(iii) as of the date hereof the U.S. Sponsor owns, and upon
completion of the Share Transfer will own, of record
and beneficially all of the issued and outstanding
shares of the capital stock of the U.S. Sponsor
Subsidiary; and
(iv) as of the date hereof each of the representation and
warranties of the Sponsors in paragraphs (b) through
(j) of Section 8.A of the Project Completion
Agreement are true and accurate.
3. Undertakings of the U.S. Sponsor Subsidiary and PFLLC. PFLLC hereby
agrees to be bound by, and jointly and severally responsible and
liable for all obligations and liabilities of the U.S. Sponsor and
the U.S. Sponsor Subsidiary under, the terms of Project Completion
Agreement and the APCA and to appoint an agent for service of
process satisfactory to OPIC in connection with this undertaking in
compliance with the terms of Section 14(b) of the Project
Completion Agreement and give written notice thereof to OPIC within
30 days after the date hereof. Notices to PFLLC may be given to it
at the following address:
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00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Attention: President
4. Ratification and Confirmation. All the terms and provisions of the
Project Completion Agreement and the APCA are hereby ratified and
confirmed by the U.S. Sponsor, the U.S. Sponsor Subsidiary and
PFLLC and shall apply in full force and effect.
5. Effective Date. This Agreement shall be effective as of the date
hereof.
6. Counterparts. This Agreement may be executed in counterparts, each
of which when so executed and delivered shall be deemed an original
and all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized representatives as of the day and year first
above written.
CLOSED JOINT-STOCK COMPANY "FOREST-STARMA"
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
On the basis of power of attorney No. 73,
Dated December 3, 1999
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Xxxxxxxxx X. Xxxxxxx
On the basis of power of attorney No. 74,
Dated December 3, 1999
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
On the basis of power of attorney No. 72,
Dated December 3, 1999
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THE PIONEER GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Executive Vice President
PIONEER FOREST, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: President
PIONEER FOREST, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: President
OVERSEAS PRIVATE INVESTMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Its: Investment Officer
