Exhibit 10.3
ASSIGNMENT AGREEMENT
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THIS ASSIGNMENT AGREEMENT (the "Assignment Agreement") is made as of
April 22, 2002 (the "Effective date"), by and among Pioglobal Forest, L.L.C., a
Delaware, USA limited liability company (the "Company"), FM, LLC, a Delaware,
USA limited liability company ("FM LLC"), and Closed Joint-Stock Company
"Forest-Starma", a Russian closed joint-stock company ("Forest-Starma"). The
Company, FM LLC and Forest-Starma are collectively referred to herein as the
"Parties" and each individually as a "Party".
WITNESSETH
WHEREAS, FM LLC and Forest-Starma are parties to a certain Secondment
and Professional Services Agreement entered into on April 1, 1996 by
Forest-Starma and PIOGlobal Corporation, a Delaware, USA corporation
("PIOGlobal"), including all amendments and supplements thereto adopted and
having entered in to force as of the date of this Assignment Agreement (the
foregoing hereafter referred to as the "Agreement");
WHEREAS, FM LLC is the legal successor to PIOGlobal under the Agreement
in accordance with the Assignment Agreement dated November 16, 2001 among FM
LLC, PIOGlobal and Forest-Starma;
WHEREAS, FM LLC desires to assign to the Company, as of the Effective
Date hereof, all of FM LLC's right, title and interest in and to the Agreement;
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 FM LLC arising under the Agreement.
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. FM LLC hereby irrevocably assigns, transfers, conveys and surrenders to
the Company all of FM LLC's right, title and interest in and to the
Agreement 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 FM LLC's liabilities and obligations arising
under the Agreement 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 FM LLC arising under the Agreement in respect of periods
from and after the Effective Date, 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 FM LLC to the extent arising in respect
of periods from and after the Effective Date.
3. Forest-Starma hereby expressly agrees to the assignment by FM LLC to
the Company of the Agreement as contemplated herein.
4. This Assignment Agreement shall be binding upon, and inure to the
benefit of, the Parties hereto and their respective successors and
assigns.
5. 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 Assignment Agreement or reasonably required by any Party to
perfect or evidence its rights hereunder.
6. This Assignment 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.
7. The Parties shall use their best efforts to resolve all disputes and
controversies arising under this Assignment Agreement through
negotiations. If the Parties cannot resolve a dispute through
negotiations within 30 (thirty) calendar days from 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.
8. This Assignment Agreement may be executed in counterparts, each of
which shall be deemed 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.
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IN WITNESS WHEREOF, the Parties hereto have caused this Assignment
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/ Xxxxxxx X. Xxxxxx
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Its: President
FM, LLC
By: /s/ Xxxxxx X. Xxxxxx
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Its: Vice President and Treasurer
CLOSED JOINT-STOCK COMPANY
"FOREST-STARMA"
By: /s/ Xxxxx X. Xxxxxxx
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Its: Xxxxx X. Xxxxxxx
By: /s/ V. A. Limarenko
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Its: First Deputy General Director
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