LEASE AGREEMENT
THIS
LEASE AGREEMENT
dated as
of the 15th
day of
December, 2005,
BETWEEN:
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RCA
RESOURCES CORPORATION,
a
company incorporated under the laws of Nevada and having its executive
office at 000 Xxxxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx,
00000-0000
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(“RCA”)
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AND:
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LOBAYE
GOLD SARL,
a
limited liability company incorporated in the Republic of Central
Africa
and having its executive office at Rue de L’Independence. X.X. 0000,
Xxxxxx, Xxxxxxxx of Centralafrica
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(“Lobaye”)
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WHEREAS:
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A.
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RCA
is the registered owner of certain equipment as more particularly
described in Schedule “A” attached to this lease agreement (the
“Equipment”);
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B. RCA
and
Lobaye are desirous of entering into a lease agreement for the
Equipment;
NOW
THEREFORE THIS LEASE AGREEMENT WITNESSES
that in
consideration of the mutual covenants, agreements, representations and
warranties and of the consideration hereinafter contained, the parties agree
as
follows:
1. Lease.
RCA
demises and leases unto Lobaye and Lobaye takes and rents the Equipment in
accordance with the terms and conditions of this lease agreement.
2. Term.
Lobaye
will have and hold the Equipment for and during the term of two years commencing
on the 1st
day of
April, 2006, and from thenceforth next ensuing and fully to be completed
and
ended on the 31st
day of
March, 2008.
3. Rent.
Lobaye
will pay during the term of this lease agreement the net monthly basic rent
of
US$150,000 by monthly instalments in advance on the first day of each and
every
month in consecutive monthly instalments (the “Rent”),
the
first such monthly instalment to be paid on 1st
day of
April, 2006, and subsequent instalments will be paid on the first day of
each
and every month during the term demised.
4. Net
Lease.
Except
as expressly otherwise provided in this lease
agreement,
Lobaye
agrees that this lease
agreement is
to be
absolutely net to RCA, that the Rent and all other charges provided to be
paid
to RCA hereunder will be absolutely net to RCA without set-off, variation
or
deduction and that all costs, expenses and obligations of every kind and
nature
whatsoever relating to the Equipment will be paid by Lobaye.
Page
- 1
5. Insurance.
Lobaye
covenants that it will, during the whole of the term of this lease agreement
or
any overholding, carry public liability insurance in the name of RCA and
Lobaye,
and keep them insured against all legal liability for damages to persons
or
property caused by the ownership, maintenance, use or occupancy of the
Equipment, or by reason of the conduct of any business carried on therein,
with
solvent insurance companies licensed, in which will not be less than
US$1,000,000.00 inclusive of bodily injury or death to two or more persons
in
any one accident, and property damage. Lobaye will at all times provide RCA
with
a certificate or certificates of validly subsisting insurance.
6. Charges.
Lobaye
will pay, or cause to be paid, all charges, if any, for registration and
insurance, or other similar service used, rendered or supplied upon or in
connection with the Equipment throughout the term of this lease agreement
and
will pay all charges or costs in respect of maintenance and repair of the
Equipment, and will indemnify RCA and save it harmless from and against any
liability or damage on such account.
7. Access
to Equipment.
Lobaye
will permit RCA and authorized representatives of RCA access to the Equipment
at
all reasonable times during usual business hours, for the purpose of inspecting
the same and of ascertaining whether Lobaye has failed or neglected to perform
any act which it is required to perform under the provisions of this lease
agreement, and also RCA will be permitted to enter as aforesaid for the purpose
of making any necessary repairs to the Equipment and performing any work
therein, which Lobaye has failed to do, that may be necessary to comply with
any
applicable and valid law, ordinance, rules or regulations, or of any public
authority, or any similar body, or to comply with the requirements of insurance
policies then in force with respect to the Equipment. Nothing herein will
imply
any duty upon the part of RCA to do or to pay for any work which under any
provision of this lease agreement Lobaye may be required to perform, and
the
performance thereof by RCA if Lobaye does not perform the same after demand
will
not constitute a waiver of Lobaye’s default in failing to perform the
same.
8. Quiet
Enjoyment.
Lobaye
upon paying the Rent and all other charges herein provided for, and observing
and keeping the covenants, agreements and conditions of this lease agreement
on
its part to be kept, will be entitled to lawfully and quietly enjoy, hold,
occupy, control and manage the Equipment during the term of this lease agreement
without hindrance or molestation of RCA, or any person or persons claiming
under
RCA, save as expressly provided by this lease agreement.
9. Default
and Termination.
If,
during the term of this lease agreement, or any renewal, Lobaye will make
any
assignment for the benefit of creditors, or if Lobaye, becoming bankrupt
or
insolvent will take the benefit of any legislation that may be in force for
bankrupt or insolvent debtors, or if a receiver or receiver-manager is appointed
with respect to the assets and affairs of Lobaye, then RCA may give Lobaye
written notice of intention to end the term of this lease agreement on a
date
specified by RCA in the said notice which date will not be less than 30 days
after the said notice is given and if on the date so specified the event
of
default will still continue the then current month’s rent and three months
additional rent will thereupon immediately become due and payable and the
term
of this lease agreement and all right, title and interest of Lobaye hereunder
will thereupon expire as fully and completely as if the said specified date
were
the date herein specifically fixed for the expiration of the term of the
lease
agreement, and Lobaye will then quit and surrender the Equipment to RCA,
and in
any such case it will be lawful for RCA at any time after the said termination
date re-enter into and upon the Equipment, or any part thereof and repossess
and
enjoy it as before.
Page
- 2
If,
during the term of this lease agreement, or any renewal thereof, Lobaye will
make default in the payment of the Rent, and if such default will continue
for
15 days after notice thereof by RCA, this lease agreement will, at the option
of
RCA, cease and come to an end on a date to be specified in the said notice,
which date will not be less than 30 days after the delivery of such notice,
and
Lobaye will then quit and surrender the Equipment to RCA.
If,
during the term of this lease agreement or any renewal thereof Lobaye will
make
default in fulfilling any of the other covenants in this lease agreement
and
such default will continue for 15 days after written notice thereof by RCA
to
Lobaye, Lobaye fails to proceed promptly and with all due diligence to cure
such
default after the service of notice by RCA of such default, then and in any
such
case, unless the default upon which said notice was based has been cured
in the
meantime this lease agreement will cease and come to an end on a day to be
specified in the said notice, which date will not be less than 30 days after
delivery of such notice, Lobaye will then quit and surrender the Equipment
to
RCA. In the event of a default which is capable of being cured but which
cannot
with due diligence be cured within a period of 15 days, the 15 day period
will
be extended for such time as will allow Lobaye proceeding promptly and with
all
due diligence a reasonable opportunity to cure such default.
10. Surrender.
Upon
termination of this lease agreement for any reason whatever, except upon
the
sale of the said Equipments by RCA to Lobaye, Lobaye will surrender to RCA,
the
Equipment, together with all alterations and replacements and additions thereof
in good order, condition and repair, including all improvements, but with
the
exception of any and all of Lobaye’s equipment.
11. Distress.
Whensoever RCA will be entitled to levy distress against the goods and chattels
of Lobaye, it may use such force as it may deem necessary for the purpose
and
for gaining admission to the Equipment without being liable to any action
in
respect thereof or for any loss or damage occasioned thereby and Lobaye
expressly releases RCA from all action, proceedings, claims or demand whatsoever
for or an account or in respect of any such forcible entry or any loss or
damage
sustained by Lobaye in connection therewith.
12. Monthly
Tenancy.
If
Lobaye will remain in possession of the Equipment after termination of the
term
granted, or any renewal thereof, without further written agreement between
RCA
and Lobaye, a tenancy from year to year will not be created by the implication
of law, but Lobaye will be deemed to be a monthly tenant only at the Rent
payable immediately prior to such termination and subject in all other respects
to the terms of this lease agreement.
13. Liability
of RCA.
RCA will
not be liable for any damage to any property or person at any time by the
Equipment or caused by the Equipment not due to the negligence or wilful
act of
RCA, its servants or employees.
14. Indemnification.
Lobaye
will indemnify and save harmless RCA from any and all liabilities, damages,
costs, claims, suits or actions which RCA may sustain, incur, or be put to
as a
direct result of:
Page
- 3
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(a)
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any
breach, violation, or non-performance of any covenant, condition
or
agreement in this lease agreement and contained on the part of
Lobaye, to
be fulfilled, kept, observed and performed;
or
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(b)
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the
use or occupation by Lobaye of the Equipment in a negligent manner;
or
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(c)
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any
environmental concerns re hazardous wastes, arising out of Lobaye’s use of
the Equipment.
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15. Liens.
During
the term of this lease agreement, or any renewal thereof, Lobaye will not
suffer
or permit any builders’ or other liens or encumbrances for work, labour, service
or material to be filed against or attached to the Equipment or any portion
thereof.
16. Transfer
and Assignment of Equipement.
RCA will
have the right to transfer title to the Equipment at any time or assign its
interest under this agreement.
17. Assignment
by Lobaye.
Lobaye
will not have the right to assign or sublet the whole or any part of the
Equipment.
18. Mortgage
of Equipment.
It is
agreed by and between the parties hereto that RCA may mortgage the Equipment.
It
is further agreed that RCA may assign the rents hereunder to such mortgagee
and
notice to that effect, signed by RCA, will be sufficient authority for Lobaye
to
pay the rent, or such portion thereof as is assigned to the mortgagee, and
the
receipt of the mortgagee will be a full and adequate discharge to Lobaye
for
such payment of Rent.
19. Non-Waiver.
The
failure of either party to insist upon strict performance of any covenant
or
condition contained in this lease agreement or to exercise any right or option
hereunder will not be construed as a waiver or relinquishment for the future
of
any such covenant, condition, right or option. The acceptance of any Rent
from
or the performance of any obligation hereunder by a person other than Lobaye
will not be construed as an admission by RCA of any right, title or interest
of
such person as a sublessee, assignee, transferee or otherwise in the place
and
stead of Lobaye.
20. Notice.
All
notices, demands, requests, offers, consents and other communications (the
“Communications”),
which
may or are required to be given by either party to the other will be in writing.
All Communications by RCA will be delivered by prepaid registered post addressed
to Lobaye at Lobaye’s address shown on page 1 hereof or at such other place as
Lobaye may from time to time designate in a written notice to RCA. All
Communications will be made by Lobaye to RCA at RCA’s address shown on page 1
hereof or at such other place as RCA may from time to time designate in a
written notice to Lobaye. Communications which will be served upon RCA or
Lobaye
in the manner aforesaid will be deemed sufficiently served or given for all
purposes required, and will be deemed to have been served or given as of
12:00
o’clock noon on the third business day following the posting
thereof.
21. RCA
to Act Reasonably.
Wherever in this lease
agreement,
Lobaye
may require the approval, permission, license, consent or leave of RCA, RCA
agrees not to unreasonably withhold its approval, permission, license, consent
or leave.
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22. Jurisdiction.
This
lease
agreement
is
governed by the laws of the State of Nevada and must be litigated in the
courts
of Nevada.
23. Enurement.
The
covenants and agreements contained in this lease agreement will be binding
upon
and enure to the benefit of the parties hereto and their successors,
administrators, and permitted assigns.
24. Acceptance.
Lobaye
accepts this lease agreement subject to the conditions, restrictions and
covenants herein set forth and implied.
IN
WITNESS WHEREOF the parties have hereunto affixed its corporate seal, duly
attested by their proper officers authorized in that behalf, as of the day
and
year first above written.
The
corporate seal of RCA
RESOURCES
CORPORATION
was
hereunto affixed in the presence of
C/S
/s/
Xxxxxx Xxxxxx
Authorized
Signatory
The
corporate seal of
LOBAYE
GOLD SARL
was
hereunto affixed in the presence of
C/S
/s/
Xxxxxx Xxxxxx
Authorized
Signatory
--
Page
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Schedule
“A”
Schedule
“A” to the lease agreement dated December 15, 2005
between
RCA Resources Corporation and Lobaye Gold Sarl
List
of Equipment
(number
of pages: 1)
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Equipement
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Number
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Excavator
Kumatsu 26 Ton with spare-parts 2002 PC 240LC-7 High Cabin, multiarm,
2
cubic metre basket/4.5 ton
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1
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Wheel-Loader
Komatsu with spare-parts 1999 WA740-3 big basket
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1
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Mercedes-Benz
Kipper Trucks 35Ton (6 x 6)
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2
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Excavator
Kumatsu 35 Ton 1997 PC 340, High-pressure cabin, multiarm, 2.8
m3/5
ton
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1
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Wheel-Loader
Komatsu 1997 WA740-3 small basket
|
1
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Mercedes-Benz
Kipper Trucks 26Ton (6 x 6)
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2
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Landrover
Range Rover 4x4
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1
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Toyota
Landcruiser 4x4
|
1
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Petrol-Truck
10,000 litres
|
1
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Renault
R5
|
1
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Bed-Loader
with Truckengine
|
1
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Backup
Generator 165 KwH
|
1
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Toolbox
Komathsu
|
1
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Box
for toolbox
|
1
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Tools
(Laboratory)
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1
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Toolbox
(general purpose)
|
1
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Material
Gold/Platinum/Palladium Foundry
|
1
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Smelting/purification/bullionforms
|
1
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Diamond/Geol.
Soft- and Hardware
|
1
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HP
Pavillion Notebook with geol Software
|
1
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SAT-BGAN
Modem
|
1
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12
pumps, 12 vibrating engines
|
12
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Container
(40 foot)
|
1
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Waste-Disposal
Truck with Container
|
1
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20
litre Containers (Bidons)
|
80
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Water-pumps
with engine
|
14
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Diesel
Electicity Generator
|
1
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Compressor
(high-pressure air)
|
1
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|
Xxxx-Xxxx
|
0
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Xxxx-Xxx-Xxxxxxxxxxxx
Xxxx
|
0
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Xxxxx
(00 xx)
|
1
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Truck-Spare
Tires
|
8
|
|
Mech.
Spare Parts (trucks, engines etc.)
|
1
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Conveyer-Belt
25 metres long
|
1
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Fan-Belts
- (1 cubic metre)
|
1
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Electrical
Engines (for pumps, wash-plant etc.)
|
14
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|
Car-/Truck
xxxx Platform (Garage) - 3 ton
|
1
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Page
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