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EXHIBIT 10.33
JOINT VENTURE AGREEMENT
THIS AGREEMENT is made by and between SFMT-Hungaro, Inc., c/o SFMT, Inc.,
a corporation organized under the State of Delaware, having a corporate seat at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ fl., ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇, ("SFMT") and Montana
Holding Vagyonkezelo, Kft., a corporation organized under the laws of the
Republic of Hungary, having a corporate seat at ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇
▇. ▇., ▇▇▇▇▇▇▇ ("Montana") (hereinafter referred to individually as a "Party",
and together as "Parties");
WHEREAS, the Parties desires to participate in the establishment and
operation of the telecommunications networks;
WHEREAS, Montana owns the entire capital of Montana Telecom Tavkozlesi
Informaciovedelmi, Kereskedelmi, Szolgaltato es Tanacsado Kft ("Telecom"), have
a corporate seat at ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇., ▇▇▇▇▇▇▇, founded with
an initial capital of HUF One Million (HUF 1,000,000), which has licenses and
the rights for the construction and operation of telecommunications networks in
Hungary;
WHEREAS, Montana Computer Consulting GmbH (the "GmbH"), which owns fifty
percent (50%) of the capital of Montana has the right to build an AT&T Tridom
telecommunications hub in Hungary and purchase and resell related AT&T Tridom
equipment, which rights it is transferring simultaneously herewith;
WHEREAS, the Parties have formed SFMT-Montana Telecom Kft. (the
"Company"), which the Parties agree will have a capital of not less than HUF
Eighty Million, as of December 31, 1993;
WHEREAS, simultaneously with the execution and delivery of this Agreement,
the Company is purchasing all of the capital of Telecom.
WHEREAS, in connection with the purchase of the quotas of Telecom, Montana
agrees that GmbH and Montana will, and will cause Telecom to, assign and
transfer to the Company all rights and privileges set forth in the contracts
set forth on Schedule to the Agreement for the Sale and Purchase of Quotas of
Montana Telecom Kft. between Montana and the Company; and
WHEREAS, the Parties desire to specify their relationship as quotaholders
of the Company;
NOW, THEREFORE, the Parties agree to the following:
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ARTICLE 1
DEFINITIONS
1.1. In this Agreement the following expressions shall have the following
meanings:
"AEA" shall mean the Hungarian Act VI of 1988 on Economic Associations, as
amended.
"Articles of Association" shall mean the Articles of Association of the
Company, as may be amended from time to time.
"Company" shall mean the Hungarian Corporation, SMFT-Montana Telecom Kft.
"GmbH" shall mean Montana Computer Consulting GmbH, a company formed under
the laws of Germany, having a corporate seat at D-8000 Munchen 2,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇.
"HUFs" shall mean Hungarian Forints, being the legal tender in Hungary.
"Party" shall mean any person who, or entity which, becomes a party to
this Agreement.
"Montana Group" shall mean Montana Computer Consulting GmbH,
Montana-Holding Vagyonkezelo Kft, and any company or other entity in which
either of them may now or hereafter own, directly or indirectly, 90% of all the
equity capital, or any company or other entity in which 90% of the equity
capital is owned or controlled by GmbH, Montana or ▇▇▇▇▇ ▇▇▇▇▇▇ or Shahlne
▇▇▇▇▇ ▇▇▇▇▇, directly or indirectly, together with Vadasz Pal and/or ▇▇▇▇▇
▇▇▇▇▇▇ or any entity which is otherwise so owned or controlled by Vadasz Pal
and/or ▇▇▇▇▇ ▇▇▇▇▇▇.
"Montana" shall mean Montana Holding Vagyonkezelo Kft, a company formed
under the laws of Hungary, having a corporate seat at H-1054 Budapest, ▇▇▇▇▇▇▇
▇▇▇▇ u. 6.
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"Proportionate Share" shall mean with respect to each Offeree who is
entitled to receive a particular offer the total amount of Quotaholding of the
Company offered for sale under Article 5, multiplied by a fraction, the
numerator of which shall be the amount of Quotas of the Company then owned by
the Offeree, and the denominator of which shall be the total amount of Quotas
of the Company owned by all Offerees.
"Quotaholder" shall mean any person who, or entity which, owns capital in
the Company.
"Quota or Quotaholding" shall mean the proportion of the primary capital
of the Company owned by each Quotaholder.
"SFMT" shall mean SFMT-Hungaro, Inc., a corporation formed under the laws
of the State of Delaware.
"Supermajority" shall mean the affirmative vote of 75% of the quotas
represented at a Quotaholders' Meeting in connection with any matter presented
to the Quotaholders.
"Telecom" shall mean Montana Telecom Kft., a company formed under the laws
of Hungary, having a corporate seat at ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ u. 6.
ARTICLE 2
THE COMPANY
2.1 The Company was founded by the Articles of Association of
SMFT-Montana Telecom Kft, signed on even date, and shall be registered at the
Budapest Court of Registration.
2.2 The Quotaholders agree and hereby approve the increase in the capital
of the Company to a minimum of HUF 80,000,000.00 (Eighty Million) prior to
December 31, 1993. This approval, however, does not create an obligation for
any of the Quotaholders to participate in the completion of the capital
increase referred to in 3.2 below.
ARTICLE 3
QUOTAHOLDING
3.1 The initial capital of the Company shall be 1,000,000 HUF. SMFT
shall contribute to the entire HUF 1,000,000 (One Million), and the
Quotaholdings of the Company will be owned as follows:
Ownership Quota Quota
Name percentage in HUFs.
SFMT 75.00 750.000.00
Montana 25.00 250.000.00
===== ==========
TOTAL 100.00% 1.000.000.00
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3.2 Pursuant to a Quotaholders' Resolution and an Amendment to the
Article of Association that shall be enacted by the Parties immediately after
the execution of this Agreement, the capital of the Company shall be increased
by 79.000.000 HUFs as follows:
Ownership Quota Quota
Name percentage in HUFs
SMFT 99.69 79,750,000.00
Montana 0.31 250,000.00
===== =============
TOTAL 100.00% 80,000,000.00
3.3 SFMT shall make its capital contributions in freely convertible
currency. Montana shall make its capital contributions in HUFs.
3.4 Any potential purchaser of quotas in the Company must undertake in
writing to become a party to this Agreement and to adhere strictly to the terms
and conditions hereof, prior to being permitted to purchase a Quotaholding.
ARTICLE IV
CAPITAL STRUCTURE
4.1 Upon the approval of a capital increase after even date, the
Quotaholders shall have the right to contribute to the capital increase in
proportion to their respective Quotaholdings.
4.2 In the event that Montana does not, at the time of any call for a
capital increase, make its pro rata contribution to the capital increase or buy
the new quota due to it in proportion to its Quota, then, SFMT shall elect to
do one of the following: (a) make a contribution to the capital increase in
accordance with the AEA; or (b) extend a loan to the Company having a maturity
date not to exceed one year from the date of such proposed capital increase,
upon such financial terms and conditions as may be generally commercially
available to the Company at the time of the loan, provided that the prior
approval of the National Bank of Hungary, if necessary, has been received.
4.3 In the event that SFMT shall contribute the capital increase pursuant
to 4.2 (a) above, the Quotaholding of Montana in the Company shall be
proportionately reduced, subject to its right to contribute pari passu in
accordance with 4.4 below.
In the event that SMF shall extend a loan to the Company pursuant to
4.2(b) above, SMFT may convert such loan to an equity interest in the Company
in the principal amount of the loan at any time to and including the date of
maturity of the loan. The means of such conversion shall be a contribution of
funds by SFMT, from which the loan amount may be repaid. At the time of such
conversion to equity and capital increase by SFMT, the percentage of Montana's
Quotaholding in the Company shall be proportionately reduced, subject to its
right to contribute pari
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passu in accordance with 4.4 below.
4.4 For twelve (12) months following the date of such capital increase to
which Montana does not contribute its pro rata share, Montana shall have the
right to contribute its pro rata share of the capital increase. In the event
that Montana exercises its right to make its pro rata contribution to the
capital increase, Montana's Quotaholding shall be proportionately increased
to the percentage of Montana's Quotaholding prior to the call for the capital
increase in question. Montana's rights in respect of each call for a capital
increase shall be treated separately and the right to contribute shall occur on
a rolling basis in a manner that:
(a) with respect to the first capital increase, contemplated by 3.2
above, it shall permit Montana to purchase an amount equal to 25.1% of the
capital increase within 12 months; and
(b) in connection with subsequent capital increases Montana shall be
permitted to purchase such Quotas in the Company as would be equal to the
percentage of Quotas Montana owned, or had the right to purchase, prior to
such increase, subject to 4.4(c) below.
(c) If Montana does not purchase the proportional quota referred to in
4.4 (a) or (b) above within the applicable twelve (12) month period after
any capital increase, Montana's right to purchase Quotas in connection
with any subsequent outstanding call within the given twelve (12) month
period shall be reduced to a percentage of Quotas equal to that which
Montana would have been able to purchase had Montana's failure to
contribute to the increased capital within the applicable twelve (12)
month period occurred prior to the subsequent call for an increase in
capital.
4.5 Montana's rights under this Article 4 to make any capital
contribution within twelve (12) months of a capital increase and maintain its
Quotaholding shall not be transferable to any party, except to a member of the
Montana Group (not including Shahlne ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇), and then
only with the prior written approval of SFMT, which shall not be unreasonably
withheld, and must remain within a member of the Montana Group.
4.6 In the event that an additional Quotaholder(s) is admitted to the
Company, Montana's rights under this Article 4 to purchase additional Quotas in
the Company shall be limited to maintain a Quotaholding equalling to the
non-diluted Quotaholding that would have existed prior to the admission of the
new Quotaholder. This Quotaholding, however, shall be subject to dilution to
the extent of the capital contribution made by the
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additional Quotaholder(s). The Quotaholders agree not to exercise their
respective preemptive rights under Article V of this Agreement in connection
with the admission of an additional Quotaholder which purchases its Quotas from
the Company.
ARTICLE V
RESTRICTIONS ON DISPOSITIONS OF QUOTAHOLDINGS.
5.1 During the term of this Agreement, no Quotaholder shall, either
directly or indirectly, sell, assign, mortgage, hypothecate, transfer, pledge,
create a security interest in or lien upon, encumber, give, place in trust, or
otherwise, voluntarily or involuntarily, whether by operation of law, or in
case of insolvency, or otherwise, dispose of any Quotaholding of the Company
now owned or hereafter acquired, except as hereinafter provided.
5.2 Upon the occurrence of a bankruptcy, liquidation, final settlement or
insolvency of a Quotaholder, the other Quotaholder(s) shall be deemed to have
received a bona fide offer to purchase all of such Quotaholder's Quotaholding
at a price equal to the last price per quota received for the sale of quotas,
and such Quotaholder shall be required to offer its Quotaholding in accordance
with 5.3 and 5.4 below.
5.3 In the event that any Quotaholding receives a bona fide offer (the
"Offer") to purchase any or all of its Quotaholding (the "Offered Quota"), and
such Quotaholder (the "Offeror") desires to sell the Offered Quota pursuant to
the terms and conditions of the Offer, the Offeror shall notify the other
Quotaholder(s) (the "Offeree(s)") in writing, disclosing the terms of the Offer
and the name of the proposed purchaser. The Offeror shall offer to sell the
Offered Quota at the price and conditions of the Offer, to the Offerees in
their Proportionate Shares. Each Offeree shall have a period of fifteen (15)
days to accept the Offer. The acceptance must be for all of the Offered Quota
and must be made in writing to the Offeror.
5.4 In the event that any Offeree does not purchase its Offered Quota
pursuant to 5.3 above, then a succeeding written offer of the remaining part of
the Offered Quota shall be made to the Offeree(s) who elected to purchase the
Offered Quota due to them in accordance with their Proportionate Shares. Each
successive offer shall be made immediately upon the expiration of the fifteen
(15) day deadline referred to in 5.3. above, and each subsequent offer shall
state the amount of Offered Quota previously accepted by each Offeree. Each
Offeree shall have a period of ten (10) days after the receipt of each
subsequent offer to accept such subsequent offer.
5.5 In the event that the Offerees do not purchase all of the Offered
Quota pursuant to 5.3 and 5.4 above, the Offeror shall make a written offer to
sell such Quotaholding to the Company. The Company shall have a period of
fifteen (15) days to accept the Offer, provided that the Company has funds
legally available therefor and that the Quotaholders' Meeting has
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approved the purchase, and for this purchase the selling Quotaholder shall be
deemed to have voted in favour.
5.6 No purchase shall be effective unless the Offeree(s) and/or the
Company pursuant to 5.3 - 5.5 purchases the entire Offered Quota.
5.7 In the event that neither the Offerees nor the Company purchases the
entire Offered Quota, the Offeror may sell the entire Offered Quota to the
person who made the bona fide offer, within three (3) months from the date that
the last offer expires hereunder, provided, however, that such sale shall not
be made at a lower price or upon less favourable terms to the seller than the
original bona fide offer. If the price should be decreased or the terms made
more favourable to the proposed purchaser, then the Offered Quota must be
reoffered pursuant to subsections 5.3 - 5.6 above.
5.8 No sale to a third party shall be effective if the third party has
not executed a counterpart of, and become subject to, this Agreement.
5.9 The purchases price of the Offered Quota shall be the amount equal
to that offered by the bona fide third party. The fact of the purchase shall
be reported to the Court of Registration.
ARTICLE VI
VOTING
6.1 Unless the AEA, the Articles of Association or this Agreement
requires a greater percentage, all decisions of the Quotaholders' Meeting shall
be taken by simple majority.
6.2 If Montana's rights to purchase a percentage of the capital increase
granted under Article IV of this Agreement has not been reduced to a right to
purchase less than 25.1% of the capital increase at or prior to any call for a
a capital increase, Montana shall have the right to veto any action at a
Quotaholders' Meeting relating to:
(a) changes in the Articles of Association that would adversely affect
Montana's interests in the Company, provided, however, that calls for
capital increases shall not be deemed to be adverse to Montana's interest
unless, the only purpose of the capital increase is to dilute Montana's
Quotaholding; any capital call reasonably related to the operation of the
Company shall not be deemed to adversely affect Montana's interest;
provided, further, that an amendment to the Articles of Association
related to the admission of a new Quotaholder shall not be deemed to
adversely affect Montana's interest.
(b) the approval of a related party transactions, excluding renewals,
replacements, and extensions of agreements relating to relationships that
already existed; or
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(c) Material changes in the scope of the business of the Company beyond
that set forth in the Articles of Association.
ARTICLE VII
MANAGEMENT
7.1 For three years, the Company shall have a management board (the
"Board") which shall consist of three or five members, one of whom shall be the
General Manager. The General Manager shall serve as the head of the Board. The
first Board shall have three managers, two executive managers with voting rights
and one non-executive manager without a voting right.
7.2 The procuration of the Company shall be effected as follows: the
General Manager may sign independently or two employees jointly, duly
authorized in writing by the Quotaholders.
7.3 SFMT shall select the General Manager, and if there are five
managers, SFMT shall select two additional managers. Montana shall select two
managers.
7.4 In the event there are only three managers, the General Manager's
vote shall be decisive.
7.5 The Parties shall exercise their voting rights so as to elect and/or
to revoke the managers of the Board in line with the selection rights of each
Party.
7.6 The Parties shall cause the Company to enter into an Agreement for
Management Services between the Company and SFMT, in the form attached hereto
as Exhibit 1, and shall vote accordingly in the Quotaholders' Resolution of
even date.
7.7 Board Meetings may be called by the General Manager. Board meetings
shall be called on not less than five (5) days notice, in writing, indicating
the date, place and agenda of the meeting. The meeting shall have a quorum if
the General Manager is present.
7.8 Minutes must be kept at the Board Meeting, including the resolutions
passed and any other matter which any of the parties considers important. The
minutes must be certified by a Board member who participated in the
decision-making.
ARTICLE VIII
SUPERVISORY BOARD
8.1 The Supervisory Board of the Company shall consist of three (3)
members, two (2) of whom shall be appointed by SFMT and one (1) who shall be
appointed by Montana.
8.2 The Parties shall exercise their voting rights so as to elect and/or
revoke the members of the Supervisory Board in line with the selection rights
of each Party.
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ARTICLE IX
For as long as GmbH has payment obligations under the lease
agreement dated October 15, 1993, by and between GmbH and CWAG-Leasing (the
"Lease Agreement", the Company shall guarantee to GmbH that Telecom will fulfil
its obligations under the Sublease Agreement between Telecom and GmbH, to make
the payments set out in the attached schedule not later than five days before
the due date for each payment provided, that if the approval of the National
Bank of Hungary, if necessary to give effect to this guarantee, has not been
obtained, then payments due under this guarantee shall be made to Montana.
ARTICLE X
AUDITOR
The Company shall maintain two sets of books and records that meet the
requirements of (i) Hungarian law and (ii) United States generally accepted
accounting principles. The auditing of the Company shall be performed by Ernst
and Young, or such other internationally recognized firm of independent
accountants as the Parties shall agree.
ARTICLE XI
PREFERENCE GIVEN TO QUOTAHOLDERS
Pursuant to an applicable Quotaholders' resolution, the Company shall give
preference to the Parties or their wholly owned subsidiaries and affiliates for
the supply of goods and services to the Company; provided, however, that all
and any interests whether direct or indirect, of a Party have been fully
disclosed, and such contracts for the supply of goods or services to the
Company have been made on an arm's-length commercial basis. The Parties hereby
confirm and ratify that the Agreement for Management Services by and between
the Company and SFMT-Hungaro, Inc., and the Agency Agreement by and between the
Company and SFMT-Montana Telecom KFt. The Quotaholders shall approve the
Agreement for Management Services and the Agency Agreement.
ARTICLE XII
CONFIDENTIALITY
12.1 The relevant technology, know-how, expertise, trade secrets and any
other kind of information exchanged between the Parties ("Confidential
Information") shall be used by the Parties and the Company only and exclusively
for the purposes of the Company, unless the Party conveying the Confidential
Information provides its express written permission for use for any other
purpose.
12.2 During the existence of the Company, its successor and three (3)
years following the termination of the Company or its successor, whichever is
later, any Party or former Quotaholder who has received access to Confidential
Information in connection with its participation in the Company shall, and
shall procure
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that its employees, agents and consultants will keep confidential and use the
Confidential Information only for the mutual benefit of the Parties. The
receiving Party shall take all reasonable measures available to it in order to
avoid disclosure to any third party of Confidential Information.
12.3 No protection is granted to any information which is: (a) publicly
available; (b) rightfully in the possession of the receiving party or known to
it other than by reason of its participation in the Company; (c) rightfully
obtained from a third party without restriction of confidentiality; (d)
released from obligation by the conveying party in writing; (e) for which
disclosure is required by law or legal process.
ARTICLE XIII
CONFLICT OF INTEREST
13.1 In order to induce SMFT to enter into this Agreement, Montana shall
not, and Pal Vadasz and ▇▇▇▇▇▇ ▇▇▇▇▇ agree that they shall not, and shall cause
the Montana Group not to, engage in any activity that competes directly or
indirectly with the VSAT Business of the Company in Hungary, so long as any
member of the Montana Group or their affiliates owns any quota in the Company,
and for a period of one (1) year thereafter but in no event for less than three
(3) years from the date hereof.
13.2 Both parties agree that any VSAT business they conduct in Hungary
shall be conducted through the Company.
13.3 So long as, and for a period of one (1) year thereafter, that any
member of the Montana Group owns any Quotas in the Company, the Company shall
have the right to use the name Montana, and the logo associated therewith
subject to an obligation not to act or fail to act in any way likely to bring
the name Montana into disrepute.
ARTICLE XIV
DISPUTE RESOLUTION
14.1 In the event of dispute in the interpretation or performance of this
Agreement, the parties shall use their best efforts to resolve the dispute
through consultation. Disputes that have not been settled by such consultation
within ninety (90) days after first notification thereof by one party to the
other may be submitted to and finally settled by binding arbitration. Such
arbitration must be commenced within 30 days after such request.
14.2 Any dispute, controversy, or claim arising out of or relating to any
provision of this Agreement or the interpretation, enforceability, performance,
breach, termination, or validity hereof (including, without limitation, this
arbitration clause) shall be exclusively and finally settled by arbitration in
accordance with the Rules of the Stockholm Chamber of Commerce, as modified by
the provisions of this Article. The arbitration shall be conducted in
Stockholm, Sweden, in the
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English language.
ARTICLE XV
GOVERNING LAW
This Agreement shall be governed by the laws of Hungary.
ARTICLE XVI
TERM OF THIS AGREEMENT
16.1 Unless terminated earlier by the mutual consent of the Parties, the
Agreement shall be valid so long as both Parties are party to this Agreement.
16.2 Notwithstanding any termination of this Agreement, Article XII, XIII
and XIV shall survive.
ARTICLE XVII
MISCELLANEOUS PROVISIONS
17.1 The Parties agree that neither they nor the Company shall export,
directly or indirectly, any U.S. source technical data acquired from a Party or
any of its affiliated companies, or any products utilizing any such data to any
country for which the U.S. Government or any agency thereof at the time of
export requires an export license or other governmental approval, without first
obtaining the written consent of the Department of Commerce, or other agency of
the U.S. Government, when required by an applicable statute or regulation.
17.2 The Company shall pay due consideration for services provided by
Montana.
17.3 In the event that any provision of this Agreement is or is held to be
invalid, the validity of the remaining provisions shall not be affected. The
Parties shall replace the invalid provision by a legally permissible and valid
provision.
17.4 This Agreement, the Articles of Association and the Agreement to
Management Services constitute the whole agreement between the Parties relating
to the project. No Party has relied on any representation made by any other
Party which is not a term of the Articles of Association, Agreement for
Management Services, the Agreement for the Sale and Purchase of Quotas of
Montana Telecom or this Agreement.
17.5 This Agreement shall be signed in 4 (four) copies, each of which when
so executed and delivered shall be an original and which shall all together
constitute one and the same instrument.
17.6 In case of any discrepancies between this Agreement and the Articles
of Association of the Company or any successor corporation, the provisions of
this Agreement shall prevail in the relationship of the Parties. In the event
of any inconsistency between this Agreement and the Articles of Association,
the Articles of Association shall be modified to bring then into
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consistency with this Agreement. In the event the Court of Registration shall
refuses to register the Articles of Association, the Parties shall modify the
Articles of Association, and if necessary, this Agreement to reconcile the
commercial intention of the Parties and the requirements of the Court of
Registration.
17.7 The Parties undertake to cause all their successors, transferees and
assigns to become a party to this Agreement and to strictly adhere to its
provisions.
17.8 This Agreement may not be amended except by an instrument in writing
signed by all the parties.
17.9 The Parties shall cause the Company to comply with the terms and
conditions of this Agreement and shall assist the Company in enforcing the
terms of this Agreement.
17.10 Pal Vadasz and ▇▇▇▇▇▇ ▇▇▇▇▇, as controllers of the Montana Group,
have recognized, acknowledged, agreed and accepted the obligations imposed upon
them by this Agreement, it being understood that neither Pal Vadasz nor ▇▇▇▇▇▇
▇▇▇▇▇ have made representations in their individual capacities.
Budapest, December , 1993
SFMT-Hungaro, Inc. Montana-Holding Vagyonkezelo Kft.
by: /s/ [ILLEGIBLE] by: /s/ [ILLEGIBLE]
----------------------- --------------------------
Agreed and accepted:
by: /s/ VADASZ PAL by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------- --------------------------
Vadasz Pal ▇▇▇▇▇ ▇▇▇▇▇▇
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[CWAG-LEASING LOGO]
04/11/93 Zahlungsplan
Z A H L U N G S P L A N
▇▇ ▇▇▇▇▇ Angnr Kursname Referenz Wrg V/N DA St Garantie
--- ----- ----- ---------- -------------- --- --- -- -- ---------
▇▇▇▇ ▇▇▇ ▇▇▇▇ Montana BRD USD N N H
Rate Tr KZ Plandatum Planrate von bis Istdatum Istrat
---- -- -- --------- -------------- ----- ----- --------- --------
1 01 31/12/93 71,800.00 01/10/93 31/12/93 0.00
2 01 31/03/94 71,800.00 01/01/94 31/02/94 0.00
3 01 30/06/94 71,800.00 01/04/94 30/06/94 0.00
4 01 30/09/94 71,800.00 01/07/94 30/09/94 0.00
5 01 31/12/94 71,800.00 01/10/94 31/12/94 0.00
6 01 31/03/95 71,800.00 01/01/95 31/03/95 0.00
7 01 30/06/95 71,800.00 01/04/95 30/06/95 0.00
8 01 30/09/95 71,800.00 01/07/95 30/09/95 0.00
9 01 31/12/95 71,800.00 01/10/95 31/12/95 0.00
10 01 31/03/96 71,800.00 01/01/96 31/03/96 0.00
11 01 30/06/96 71,800.00 01/04/96 30/06/96 0.00
12 01 30/09/96 71,800.00 01/07/96 30/09/96 0.00