Exhibit 10.11
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS (*) DENOTE SUCH OMISSIONS
November 27, 2000
LETTER AGREEMENT
Rayonier Inc., a North Carolina, USA, company ("Rayonier"), and Closed
Joint-Stock Company "Forest-Starma", a Russian closed joint-stock company
("Starma"), have entered into Log Sales Contract # 11-14-01 dated November 27,
2000 (the "Contract"). This Letter Agreement is intended to supplement the
Contract and to the extent any provision of this Letter Agreement is
inconsistent with the provisions of the Contract this Letter Agreement shall be
controlling and is intended as an amendment to the Contract.
Capitalized terms used in this Letter Agreement shall have the same meaning set
forth in the Contract unless otherwise modified or amended in this Letter
Agreement.
Rayonier shall exercise reasonable commercial efforts to identify markets,
select customers, monitor their creditworthiness, negotiate prices and terms,
schedule and charter vessel that will maximize FOB price to Starma.
A. PRICE CALCULATION
The parties agree that the FOB vessel Siziman Bay price, as specified in
Paragraph 3 of the Contract, for every log shipment shall be determined as
follows:
*** in effect at time of shipment shall be ***
B. INTEREST
Rayonier shall charge Starma interest at a rate of *** per annum on the daily
actual outstanding out-of-pocket cash costs balance for freight payments and
final payments made to Starma for log sales from the time such payments are made
until Rayonier receives the sales proceeds from the customer. Starma shall have
the right at any time to request that Rayonier delay making final payments for
log sales to Starma after the proceeds are collected. The amount of such delayed
payments being held by Rayonier at any time shall be subtracted from the daily
actual out-of-pocket cash costs balance for the purpose of making the interest
calculation. No interest shall be payable to Starma for holding the collected
proceeds in excess of the out-of-pocket expenses.
C. BANK FEES & INSURANCE
***
D. CLAIMS
If the amount of any claim settlement is not paid by Seller as provided in
Section 10 of the Contract, Rayonier shall charge such amount to Starma under
paragraph E below.
E. RECONCILIATION ADJUSTMENT
Rayonier shall reconcile actual costs referred to in paragraphs B, C and D and
determine a "Reconciliation Adjustment" rate per M3. The reconciliation shall
take place monthly for shipments made during a preceding month. The
reconciliation adjustment rate per M3 *** during the month of the
reconciliation. The Reconciliation Adjustment for the last month of the Contract
shall include estimated interest and charges for that month as well as
reconciled amounts for the previous month.
Rayonier shall provide back-up documentation for all reconciliations.
F. STARMA EXPENSES
Rayonier shall not make any out-of-pocket expenditures on behalf of Starma.
G. CREDIT RISK
Starma and Rayonier understand that all logs purchased by Rayonier under the
Contract (the "Logs") will be resold by Rayonier to customers in Japan, Korea
and China (the "Customers"). The parties agree that Xxxxxx will assume the
credit risk for all such resales of Logs, subject to the following conditions:
1) Rayonier is authorized to enter into contracts for the resale of
Logs to the Customers and on the credit terms set forth in Attachment 1 hereto.
2) Rayonier shall not be authorized to enter into contracts for the
resale of Logs to any Customer that is not listed in Attachment 1 or on credit
terms other than those described in Attachment 1 without Starma's prior written
approval. Rayonier shall exercise reasonable commercial efforts to provide
Starma with sufficient notice of any new Customers not listed in Attachment 1 or
any new credit terms for existing Customers so as not to delay any shipment of
Logs.
Notwithstanding any contrary provision in the Contract, Rayonier shall
not be obligated to pay Starma for logs delivered to it until Rayonier receives
payment from Customers, provided that Rayonier has complied with subsections (1)
and (2) above. In the event Rayonier resells Logs to Customers on credit terms
set forth in Attachment 1, but such Customer or Customers fail to pay for the
Logs, Rayonier shall have the right to withhold payment for those Logs. The
parties agree that in the event such withholding of payments creates issues for
Starma under Russian law, Starma shall be responsible for
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resolving those issues. Starma hereby waives and releases any claim it may have
against Rayonier to seek recovery of such withholdings unless and until Rayonier
receives payment from the Customer and agrees not to bring any claim for
recovery of such withholdings in any Russian court or arbitration proceeding.
By signing below, the parties agree to the above provisions.
RAYONIER INC. JSC "Forest Starma"
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx
------------------------------------ ----------------------------
Xxxxxx X. Xxxxxxx Xxxxx Xxxxxxx
Director, Operations General Director
International Forest Products
[corporate seal]
/s/ V.A. Limarenko
-----------------------------------
V.A. Xxxxxxxxx
First Deputy General Director
[corporate seal]
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Attachment 1
Country Customer Terms Limit
------- -------- ----- -----
Japan *** *** ***
Korea *** *** ***
China *** *** ***
Country Customer Terms Limit
------- -------- ----- -----
Korea ***
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