The agreement № ____
(About joint cooperation)
Moscow “____” of May, 2000.
We, below subscribing, State corporation _____________________ hereinafter “Agency” on behalf of the First deputy of the general director ___________________________, acting on the basis of the federal Act“ About re-structuring credit organizations ” and notarial letter of attorney № _________, series _____ from December 15, 1999, on the one hand and Regional public organization “ Committee of the investors BANK “SBS-AGRO”, hereinafter “ Committee ”, on behalf of the Chairman of Board of Committee Parfilov U.V., acting on the basis of the Charter the hereinafter named Sides, have concluded the present Agreement as follows:
1. Subject of the agreement.
1.1. According to the federal Act “ About re-structuring credit organizations ” since November 16, 1999 BANK “SBS-AGRO”, hereinafter Debtor, is found under the control of Agency.
With the purposes of arrival(achievement) of the greatest effect on satisfaction of the indebtedness (demands) under the contributions of the citizens (creditors) of the Debtor, and in order to prevent possible(probable) breakdown of their rights at re-structuring the Debtor of the Side are obliged to realize cooperating and information exchange.
1.2. The agency recognizes behind Committee of his right on representation and protection of the valuable interests of the investors (creditors) BANK “SBS-AGRO” in all state and not state organizations.
1.3. During action of the present agreement and for ensuring proper executing FL № 144, Civil code of Russian Federation, FL “ About an inconsistency (bankruptcy) ”, Governmental orders of Russian Federation and normative acts of Bank of Russia in a part of transmission of the Debtor under handle of Agency, last initiates consideration by Board of directors of the Debtor of a question of introduction in bodies of handle of the Debtor of a representative of Committee as the spectator with a voice but no vote, in which responsibility informing board of Committee about a course of re-structuring of the Debtor and framing of joint measures on revealing liquid assets and satisfaction of demands of the investors (creditors) will enter.
2. Right and responsibility of the Sides.
2.1. The agency is obliged:
2.1.1. In the activity on re-structuring (bankruptcy) of the Debtor to be guided by FL № 144 “ About re-structuring credit organizations ”, FL “ About an inconsistency (bankruptcy) ”, FL “ About an inconsistency (bankruptcy) of credit organizations ”, Civil code of Russian Federation, Constitution of Russian Federation and Declaration of human rights and всемерно to protect the rights of the citizens - investors.
2.1.2. To constitute and to conduct the registry of demands of the creditors with usage of a data base of the Debtor, bailiffs and claims directional by mail or presented personally by the creditors. A copy of the registry of demands to grant to Committee.
2.1.3. To develop the schedule of re-structuring or liquidation of the Debtor with the possible(probable) conclusion of an accord and satisfaction under condition of complete cancellation of proved debts of his investors (creditors) and in week period after the affirmation to acquaint with it(him) Committee, except for the items of information containing a trade secret.
2.1.4. In connection with the governmental order of Russian Federation from 15.04.2000. № 348 “ About representation by State corporation “ Agency on re-structuring credit organizations ” of interests of Russian Federation at the conclusion of an accord and satisfaction with реструктуируемыми by credit organizations ” to bear on consideration of Board or Board of directors of Agency a question on engaging to audit of the Debtor КРУ of the Ministry of finance of Russian Federation.
2.1.5. By results of check and, at availability to that of good causes to initiate the subsidiary liability of the chiefs and founders (participants) of the Debtor according to an item 13, item 5 FL Russian Federation 144, and in case of finding elements essential to the offence to transmit appropriate documents in law-enforcement органыы, within the framework of lodged by prosecutor's office ЦАО. Moscow of criminal case № 192314.
2.1.6. To develop measures on revealing and reset of liquid assets of the debtor by the way debts receivable and inferential(inferred) from a turn-over of the debtor as a result of activity by funded bank group UNION “ SBS-AGRO” and third persons under the letters of attorney of the Debtor and in week period after the affirmation to acquaint with them Committee.
2.1.7. By results of the analysis of activity ЗАО “ the Corporation CONTINENT ” and, in case of revealing material breaches from his side to solve the problem on avoidance of the agency agreement № 1 from 01.02.2000. between BANK “SBS-AGRO” and ЗАО “ the Corporation CONTINENT, calling back of the letter of attorney № 7714М/54 from 10.03.2000. produced to him BANK “SBS-AGRO”, and also to annul all other agreements, contracts, accrediting, letters of attorney and other between the Debtor, ЗАО “ the Corporation CONTINENT ” and Agency, as documents made out with affiliated in relation to the Debtor by the person.
2.1.8. In case of confirmation affiliated the Agency eliminates from potential “agents” and “ the independent appraisers ” Ltd “ Association StateFond ”, Ltd “ of an auto Vase - SHER ”, Ltd “ the Corporation CONTINENT ” and other corporations, affiliated which will be, even indirectly, to be traced by results of preliminary consideration of the challengers by Agency on involvement in competition, with the simultaneous notification on it of Committee.
2.1.9. To organize competitions on the right of agency and estimated activity only including of independent firms and with informing of Committee.
2.1.10. To carry out measures on check of activity Ltd “ the Corporation CONTINENT ”, to define size and order of the debt receivable, collected by him(it), validity and objectivity of appraisal of property conducted tenders and implementation of assets. In default in voluntary transmission(transfer) of the obtained remedies, assets and documentation Agency to initiate the point of claim in arbitration court with the application for arrestment on his scores and, in due order to transmit documents in the law-enforcement agencies.
2.1.11. To develop measures on revealing and reset of liquid assets of the Debtors inferred by the latter from his(its) asset as a result of the bargains with affiliated by the persons of the Debtor and in week period after the affirmation to acquaint with them Committee.
2.1.12. Together with КРУ of the Ministry of finance to carry out audit of all bargains, including with funded bank group UNION “SBS-AGRO”, accomplished including of Debtor during three years about day of adoption by Agency of the decision about transition of the Debtor under handle of Agency, in case of finding breakdowns of interests of the creditors to appeal against these bargains in arbitration court, and at finding the signs of a crime to point documents in the statutory order to the law-enforcement agencies.
2.1.13. To establish professional group (lawyer, economist, financier etc.) for the analysis of documents, available for Committee, about offences of the Debtor, preparation of applications(declarations) in the law-enforcement agencies and courts, and also protection of interests of the creditors of the Debtor under the points of claim, received in clerical work, of Committee and initiation of the new claims in the statutory order.
2.1.14. To inform Committee on executing measures on revealing assets of the Debtor, penalty of debt receivable, resetting of assets transmitted to the third persons with infringement of the rights of the creditors, about results of checks of the separate bargains of the Debtor and audit кредитно - financial activity as a whole.
2.1.15. To initiate opening in Bank of Russia or other credit organization of a special corresponding account (score), for accumulation of the detected assets of the Debtor, including in result взыскательской of activity of Committee with the debtors.
2.1.16. To initiate check of validity of the previous disbursements of the remedies to the creditors, including bailiffs and BANK “SBS-AGRO” and including during action of the moratorium on debt servicing. In case of finding breakdowns to initiate civil and criminal responsibility of the guilty persons.
2.1.17. To accredit Committee in ARCO, to match with administration of the Debtor distribution to Committee of the letter of attorney on the right of operation with the debtors of the Debtor on mutually advantageous agency conditions with transfer of the fixed assets on a corresponding account (score) open according to item 2.1.15. of the present Agreement, with the right of the supervision behind their expending on the part of Committee.
2.1.18. To conclude the contracts and to issue the letters of attorney on revealing of assets of the Debtor to the third persons only on a competitive basis with informing of Committee.
2.1.19. To inform a public by a direction of the reports on check кредитно - financial activity of the Debtor in MASS-MEDIA and on TV not less often than once per one month, organizing, if necessary, briefings with the prompt of the Russian and foreign correspondents. To begin from the information on signing the present Agreement.
2.2. The committee is obliged:
2.2.1. In the statutory order to encourage reimbursing of damage placed(installed) by the decisions of courts and proved debts, injured to the investors of the Debtor.
2.1.2. To encourage penalty of debt receivable, revealing of assets and resetting of assets transmitted to the third persons with infringement of the rights of the creditors.
2.2.3. At an establishment of offences of the Debtor to route applications(declaration) to the law-enforcement agencies and courts, and also to assist in protection of interests of the creditors of the Debtor under the points of claim, received in clerical work, to initiate the new claims in the statutory order.
2.2.4. To realize operation on revealing and reset of liquid assets of the Debtors inferred by the latter from his(its) asset as a result of the bargains with аффилированными by the persons of the Debtor.
2.2.5. To encourage reset of assets of the debtor by the way debts receivable inferred from his(its) turn-over as a result of activity of funded bank group UNION “SBS-AGRO” and the third persons on the letters of attorney of the Debtor
2.3. The committee has the right:
2.3.1. To participate in joint engineering of measures directional on revealing of assets of the Debtor.
2.3.2. On accrediting Agency to search and to record assets of the Debtor, including those, the property rights on which are transmitted to the third persons with infringement of interests of the creditors.
2.3.3. Together with Agency to obtain possibilities of cancellation of the debts of bank before the creditors by взаимозачетов of demands, assignment of the rights of demands with the cease of the debt by the substituted agreement.
2.3.4. To involve from among the creditors of the experts and technicians in the field of the right, economy and кредитно - financial activity for accomplishment of measures directional on the prompt and complete cancellation of proved debts of the investors (creditors) of the Debtor, rendering Agency the help in preparation of materials for revealing and reset of assets of the Debtor in the order, placed(installed) by the legislation.
2.3.5. To participate in preparation of the points of claim, petitions and applications in arbitration court, to participate by proxy Agencies and independently in sessions of the court on an establishment of the property laws and reset on balance of the Debtor illegally отчужденных of assets.
2.3.6. To assist the natural persons in preparation of documents for consideration of the claims in courts of the general jurisdiction and, if necessary, to participate in sessions of the court.
2.3.7. Independently to prepare and to route applications(declaration) and petitions in law-enforcement and надзорные bodies on wrongful acts of the Debtor and persons covering or participating in these actions.
2.3.8. With the purposes of informing and engaging of a public to bucking to wrongful acts of the Debtor and officials to organize pickets, meetings, procession and demonstrating, briefings, interview and publications on TV, in the Russian and foreign press.
3. Term of agreement.
3.1. The agreement becomes effective from the date of his(its) signing and really up to complete satisfaction of proved debts of the natural persons - creditors of the Debtor.
3.2. Cоглашение does not lose the legal force in case of discharge or dismission of the persons signing it(him) or substitute of the persons of the conveners by the Sides for accomplishment of joint cooperation.
4. Other conditions.
4.1. For accomplishment of coordination of interaction within the framework of the present Agreement of the Side define the authorized employees of Agency and representatives of Committee accordingly, which gather not less often than once per one week and debate a course of executing of the given Agreement with framing, if necessary, sentences on additional pressing measures. The decisions received on such counsels, are made out by protocols and affirm by the Sides, signing the present Agreement.
4.2. The committee independently installs the rules of the activity, and also forms and realizes the supervision behind activity elected authorized (body) for consideration both settlement of possible(probable) disputes and dissents under the order and periods of complete satisfaction of proved debts of the natural persons - creditors of the Debtor.
4.3. The present Agreement is constituted and signed in triplicate, each of which has identical legal force and is transmitted: one - Agency and two - Committee.
5. Requisites of the Sides.