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Exhibit 10.16
Agreement of Ownership Structure
In the
Sakhalin Palace Resort Project
Dated the 25th day of June, 1999
Summary of Agreement
This Agreement shall establish clearly the ownership structure of the Sakhalin
Palace Resort Project (the Project) as previously determined collectively by the
Parties, being individually CCA Companies Limited (the Client), Arter Group
Limited (the Advisor) and Valmet S.A. (the Agent).
Summary of Structure
The Project is wholly operated and owned by a company established in, and
according to the laws of, the Russian Federation, named Sakhalin City Centre
Limited (SCC).
The ownership of the Parties in the underlying Project, and specifically SCC,
will be represented by a company established in, and according to the laws of,
Cyprus, named Sakhalin General Trading & Investment Limited (SGTI).
There is additional ownership in SCC by regional and city administrations, being
the Sakhalin Oblast Administration (the Oblast) and the Yuzhno-Sakhalinsk City
Administration (the City).
SCC Ownership
SGTI will, subject to agreement, own 80% (eighty percent) of the shares of SCC
and will retain full executive control over the management and implementation of
the Project.
The remaining 20% (twenty percent) of shares, subject to final negotiation, will
be owned by the Oblast and the City.
SGTI Ownership
The shareholding structure of SGTI will be as follows;
o The Client, being CCA Companies Limited, will own 50% (fifty percent)
of the shares of SGTI which will give an effective ownership
individually in SCC of 40% (forty percent).
o The Advisor, being Arter Group Limited, will own 31.25% (thirty-one
point two five percent) of the shares of SGTI which will give an
effective ownership individually in SCC of 25% (twenty-five percent).
o The Agent, being Valmet S.A., will own 18.75% (eighteen point seven
five percent) of the shares of SGTI which will give an effective
ownership individually in SCC of 15% (fifteen percent).
A Board of Directors (the Board) will be established for SGTI that will
collectively manage the joint shareholding in SCC. The specific conditions for
this management policy will be clearly set out and agreed to in the Articles of
Association of SGTI.
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Exhibit 10.16
The Board will be composed of 5 (five) members, of which 2 (two) members will be
proposed by the Client, 2 (two) members will be proposed by the Advisor, and 1
(one) member will be proposed by the Agent. The member proposed by the Agent
will act as Chairman, who in the event of dispute will not exercise his casting
vote.
Any additional company or companies that may be established for the purpose of
managing or implementing any element of the Project will proportionately reflect
the shareholding structure of SGTI as described above, and may be subject to
further written agreement.
Obligations of Parties
The Parties shall individually take on the following obligations;
The Client
The Client shall;
o Undertake to provide the Advisor and the Agent with any information
related to the Project deemed reasonably necessary, in a timely
fashion.
o Undertake to provide any authorizations for the Advisor and the Agent,
written or otherwise, that may be needed to act on its behalf.
o Undertake to provide any other assistance as is reasonably required.
The Advisor
The Advisor shall;
o Undertake responsibility, as far as possible and as agreed, for any
negotiations or activities with financial institutions, government
institutions, or any other bodies, located in the Russian Federation,
related to the successful implementation of the Project.
o Undertake to keep the parties fully informed of any negotiations or
activities thus carried out, in a timely fashion.
The Agent
The Agent shall;
o Undertake responsibility, as far as possible and as previously agreed,
for any negotiations or activities with financial institutions,
government institutions, or any other bodies, located outside the
Russian Federation, related to the successful implementation of the
Project.
o Undertake to keep the Parties fully informed of any negotiations or
activities thus carried out, in a timely fashion.
Costs and Expenses
The Parties shall as far as possible, bear their own expenses, excepting as
previously agreed in writing.
In the case of payment for other parties external to this Agreement, or services
thus engaged, by either the Advisor or the Agent, and with the previous written
agreement of the Client, the Client will pay directly on presentation of an
appropriate invoice from these parties. In the occurrence of any payment delays
or other payment problems related to these parties or services, both the Advisor
and the Agent shall be fully indemnified by the Client and shall not be liable
for any penalties or fines.
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Exhibit 10.16
Miscellaneous
This Agreement is subject to the Advisor and/or the Agent, by way or means of
the obligations stated above, negotiating sufficient funding for the completion
of the Project as planned by the Client. Sufficient funding is defined as 70%
(seventy percent) of the total estimated cost of the Project, the remainder to
be equity financing, that will be arranged by the Client.
This Agreement comes into force on the day of acceptance of such funding for the
Project and following its signing by all Parties, and shall then remain in force
until such time as written agreement is reached by all parties unanimously as to
its cancellation. However, the Client retains the right to terminate the
Agreement with 60 (sixty) days notice to all Parties in writing, only prior to
the acceptance of funding. Such acceptance is defined as a term sheet or letter
of intent issued by a financing organization, offering a commitment to provide
sufficient funding as defined above. A refusal by the Client to accept the
funding shall not preclude the other Parties from engaging in any competing
Project.
The Agreement exists in 3 (three) copies, one each to be retained by the Client,
the Advisor and the Agent, all copies completed in the English language.
Any changes, amendments or additions to this Agreement must be confirmed by each
and all Parties in writing, and it is understood that any such correspondence
must be in the English language.
This Agreement is governed by the laws of the State of New York. Any dispute
arising out of or relating to this agreement shall be determined and resolved by
arbitration in accordance with the INTERNATIONAL ARBITRATION RULES OF THE
AMERICAN ARBITRATION ASSOCIATION. Any decision reached by such arbitration shall
be final and binding on the Parties.
Addresses of Parties
<TABLE>
<CAPTION>
For the Client- For the Advisor- For the Agent-
<S> <C> <C>
Mr. Dallas Dempster Mr. Andrei Chuguevsky Mr. Christopher Samuelson
CCA Companies Ltd. Arter Capital Ltd. Valmet S.A.
3250 Mary Street P.O. Box 175 1 Rue des Moulins
Suite 1005 100 Market Street P.O. Box 5740
Coconut Grove Douglas CH 1211
Florida 33133 Isle of Man IM99 ITT Geneva 11
United States of America United Kingdom Switzerland
Telephone + 44 207 235 8332 Telephone + 7 095 9353480 Telephone + 41 22 819 9000
Facsimile + 44 207 235 1604 Facsimile + 7 095 2300386 Facsimile + 41 22 819 9090
</TABLE>
Signatures of Parties
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Dallas Dempster /s/ Andrei Chuguevsky /s/ Christopher Samuelson
----------------------------- -------------------------- --------------------------
Mr. Dallas Dempster Mr. Andrei Chuguevsky Mr. Christopher Samuelson
CEO, CCA Companies Ltd. Director, Arter Capital Ltd. CEO, Valmet S.A.
</TABLE>
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