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Exhibit 10.51
Translation from Russian
MOSCOW GOVERNMENT
MOSCOW LAND COMMITTEE
AGREEMENT
ON GRANTING LAND PLOTS
FOR LEASE
(LAND LEASEHOLD AGREEMENT)
No. M-09-000979 06th September 1994
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LEASEHOLD AGREEMENT ON
LAND IN MOSCOW
No. M-09-000979 06th September 1994
The Moscow Government, hereinafter to be called the Lessor in the person of the
chairman of the Moscow Land Committee, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, on the one
hand, and the public joint-stock company special closed check investment
privatization fund First Investment Voucher Fund, engaged in the collection of
privatization checks from the public and holding a license from the Property
Management Committee, in the person of the chairman of the Board of Directors
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Kharshan, hereinafter to be called the Leaseholder, on the
other hand, on the basis of the Order of the prefect of the Northern
Administrative District of Moscow of 20.07.94 No. 1081 "On leasing a plot of
land to the public joint-stock company special closed check investment
privatization fund First Investment Voucher Fund," engaged in the collection of
privatization checks from the public and holding a license from the Property
Management Committee (AOOT First Investment Voucher Fund) at ▇▇. ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇. D, have closed the present Agreement on the following:
1. SUBJECT AND AIM OF THE LEASE
1.1 The Lessor leases and the Leaseholder accepts for long-term use on lease
terms a plot of land of 13,035 (thirteen thousand and thirty-five) sq. km.
at ▇▇. ▇▇▇▇▇▇▇▇ ▇▇, hereinafter to be called the Plot.
Characteristics of the Plot:
- the relief is gentle
The Plot has:
- uncompleted construction of a nineteen-story framed-paneled
administrative building with a basement, technical level, motor room;
- steel hangar;
- mainline gas pipes.
1.2 The boundaries of the plot have been set and are shown on the plan of the
Plot appendaged to the Agreement by angle points (Appendix 2).
1.3 The Plot shall be used by AOOT First Investment Voucher Fund to set up a
business center.
This description of the aims of use of the Plot are final and shall hereinafter
be called the Permitted Use.
SPECIAL CONDITIONS OF THE AGREEMENT
A section of the Plot, with an area of 4026 (four thousand and twenty-six) sq.
km. within the boundaries of the red lines of the technical zone, is offered
without the right to complete any earth-moving work.
The Leaseholder is obliged to:
- within two months following the signing of the present Agreement
present the Moscow Land Committee with a calculation of the efficiency
coefficient of land use at the Plot to allow the necessary changes to be
made in setting prices for land.
- complete the construction of building D of ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ before
01.02.1995.
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In the event that the construction deadline is not met, the Leaseholder shall be
subject to penalties in compliance with current Legislation and the normative
acts of the town.
2. PERIOD OF VALIDITY OF THE AGREEMENT AND LAND PAYMENTS
2.1 The present Agreement shall be concluded for a period of 49 (forty-nine)
years.
2.2 The calculation of rent payments appears in Appendix 1 to the present
Agreement.
2.3 Rent payments shall be made on a quarterly basis in equal parts no later
than the 25th of the last month of each quarter.
2.4 In the event that the rent payment is not made within the set period, the
Leaseholder pays the Lessor a penalty for each day of delay at a rate of
0.7 percent of the total payment for the period of delay.
2.5 Payments under the present Agreement shall be transferred into the Lessor's
account shown in Appendix 1 of the present Agreement.
2.6 The rent payments may be altered with the agreement of the Parties within
the period envisaged in the Agreement, but no more than once per year. They
may be reviewed in advance on the request of one of the parties in the
event that alterations are made of land payments, and in other cases
foreseen by the relevant legislation and normative acts.
3. RIGHTS AND LIABILITIES OF THE LESSOR
3.1 The Lessor has the right to:
- prior to the expiry date terminate the present Agreement in the event
that the Leaseholder breaches the terms of the same, in particular
regularly not making rent payments within the set period, breaching the
Permitted Use, or in the event that AOOT ceases to operate;
- introduce, with the agreement of the Leaseholder, necessary alterations
and clarifications when such alterations and clarifications are
introduced into current legislation or the town's normative acts;
- control the use and protection of the land presented for lease;
- halt works performed by the Leaseholder which contravene the conditions
of the present Agreement and land law of the Russian Federation.
3.2 The Lessor is obliged to:
- execute fully all conditions of the present Agreement;
- not intervene in the activities of the land management activities of the
Leaseholder if these do not contravene the conditions of the present
Agreement and the land law of the Russian Federation;
- not publish special acts which affect, infringe or limit the
Leaseholder's rights;
- in the event that the Plot must be withdrawn for state purposes, offer
the Leaseholder a Plot of the same value in another (with the agreement
of the Leaseholder) location and cover all his expenses arising from the
development of the land and the construction of buildings, erections,
storage premises as per the estimated cost of performing these works,
excluding expenditure on modernizing and extending new buildings,
facilities and erections (taking into account price indexation for the
given time period).
4. RIGHTS AND OBLIGATIONS OF THE LEASEHOLDER
4.1 The Leaseholder has the right to:
- use the Plot according to the aims and conditions of its presentation
(to set up a business center), as well as performing work to improve the
ecological situation of the Plot, hereinafter to be called jointly
Improvements;
- prolong the present Agreement, on conditions agreed by the parties with
a written application to the Lessor no later than 60 (sixty) days prior
to the expiry of the Agreement;
- terminate the present Agreement by sending preliminary notification no
less than 60 (sixty) days in advance to the Lessor (in this case the
Leaseholder is obliged to make rent payments until the end of the
current financial year);
On terminating the Agreement before its expiry or on the expiry of the
Agreement the Leaseholder must complete the following tasks for all Improvements
made on the Plot:
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- sell to the Lessor at a price stipulated in a special agreement;
- transfer to another plot of land under conditions stipulated by the
parties in a special agreement;
- in the event that the Agreement is terminated prematurely as a result of
the Lessor not fulfilling his obligations, compensation for damages to
which the Leaseholder has a right shall be set on the basis of the
market value of the Improvements made by the same, or of the investments
made by the Leaseholder in order to make the Improvements (including
expenditure under agreements linked with making the Improvements), with
the exception of investments made into facilities of which the
construction has been completed but which are not fit for the use stated
in the plans on termination.
4.2 The Leaseholder is obliged to:
- execute fully all conditions of the present Agreement;
- make rent payments on time and in accordance with the present Agreement;
- not permit actions which will give rise to the deterioration of the
characteristics of the Plot, the ecological situation on the leased
territory, as well as the pollution of the town;
- following the expiry of the present Agreement transfer the Plot to the
Lessor in a state which is not worse than its initial state, as set
forth in article 1.1 of the present Agreement;
- guarantee the Lessor and state control bodies for the use and protection
of land free access to the Plot;
- create, in compliance with the requirements of the relevant departments,
conditions for the use of urban communications both above and below
ground, and not hinder their repair and service;
- inform the Lessor within one week in written form in the event that the
AOOT ceases to operate, or foreign participants become part of the
operation;
- inform the Lessor in written form within one week of a change of address
or change of any other details;
- not infringe the rights of other land users.
5. RESPONSIBILITIES OF THE PARTIES
5.1 In the event that one of the parties (the breaching party) does not meet
his Responsibilities under the present Agreement (breach), the other party
sends written notification to the breaching party, to include the relevant
detailed facts which form the basis of the breach. In the event that the
breach is not eliminated within 60 (sixty) calendar days following the
receipt of the said notification, the case may be taken to court by the
relevant party. A breach which can be eliminated within the period
stipulated by the parties shall not involve the subsequent termination of
the agreement.
5.2 The parties are responsible for breaches of the Agreement in compliance
with the current legislation of the Russian Federation and the town's
normative acts.
6. SPECIAL CIRCUMSTANCES
Special circumstances imply circumstances of insurmountable force, such as fire,
flood, civil disturbances, military action and so on which prevent one of the
parties from meeting its obligations under the present Agreement free them from
the responsibilities involved in not meeting its obligations.
Each of the parties is obliged to inform the other of these circumstances
immediately. The notification shall be supported by documents issued by a state
agency authorized to do so. Where these circumstances last for over 6 (six)
months, the parties shall meet to find a solution, acceptable to both, on the
continuation of the validity of the present agreement.
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7. RESOLUTION OF DISPUTES
Land disputes arising out of the implementation of the present Agreement shall
be resolved by a Commission, consisting of an equal number of representatives
from each party no later than 30 (thirty) days from the date of the relevant
application by one of the parties.
Where it proves impossible for the Commission to reach an agreement, the
interested party makes a statement of claim to the courts of the Russian
Federation.
The parties shall recognize the decision of the courts as final and subject to
obligatory execution for both parties.
8. ALTERATIONS TO THE LEASEHOLD
Alterations, additions and corrections to the conditions of the present
Leasehold Agreement shall be valid only on the condition that they are made in
written form and signed by an authorized representative of the parties in
agreement.
9. ADDITIONAL CONDITIONS OF THE AGREEMENT
The Leaseholder confirms to the Lessor that on the day of signing the Agreement,
the Leaseholder does not have any responsibilities or obligations of any kind
which might serve as grounds for terminating the Agreement, and that it has the
right to enter into the Agreement without any other permission.
Each of the parties confirms that it has received all necessary permission to
enter into the present Leasehold Agreement, and that the person who signs it is
authorized to do so.
The present Agreement shall come into force on its registration at the Moscow
Land Committee.
The present Agreement has been complied in duplicate on six sheets.
One copy of the signed texts of the present Agreement and appendices is to be
held by the Lessor and the Leaseholder.
Appendices to the Agreement:
1. Calculations of land payments,
2. Plan of the boundaries of the Plot.
The Agreement has been bound and registered at the Moscow Land Committee.
06th September 1994
Registration number in the Book of state acts on land property rights, life
inherited ownership, unlimited (permanent) use of land and leasehold agreements
on land in Moscow:
No. 00979
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LEGAL ADDRESSES OF THE PARTIES
For the Lessor For the Leaseholder
Moscow Land Committee AOOT First Investment Voucher Fund
113054 Moscow 121069 Moscow
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇
Settlement Account 345901 Settlement Account 467505
at joint-stock commercial bank at the Russian National Commercial Bank
Prezentkombank Corresponding Account ▇▇▇▇▇▇▇ code 83
MFO 998930 code 9M at the Cash Settlement Center of the
Hard-currency account No. Main Board of the Central Bank of the
Russian Federation
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Tel.: ▇▇▇ ▇▇ ▇▇ Tel.: ▇▇▇ ▇▇ ▇▇
Fax: Fax: ▇▇▇ ▇▇ ▇▇
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Telex and code Telex and code
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SIGNATURES OF THE PARTIES
On the behalf of the Lessor On the behalf of the Leaseholder
/s/ B.N. Astsaturov /s/ M.A. Kharshan
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B.N. Astsaturov M.A. Kharshan
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PLAN OF THE BOUNDARIES OF THE PLOT OF LAND
INTERNATIONAL BUSINESS CENTER
Key to lines and compass points
No. Length of the line Compass point
6 184.45 SE 34 23 30
7 18.78 SW 55 58 14
8 8.83 NW 33 59 41
9 3.19 SW 56 0 17
10 175.35 NW 34 23 27
1 22.00 NE 55 16 19
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Key to lines and compass points
No. Length of the line Compass point
1
2 15.92 SW 56 0 18
3 8.83 SE 33 59 41
4 32.36 SW 55 57 1
5 183.60 NW 35 16 30
6 51.18 NE 55 16 19
1 175.35 SE 34 23 27
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Appendix 1 to Agreement No.
M-09-000979
CALCULATED LAND PAYMENTS
AOOT FIRST INVESTMENT VOUCHER FUND
BASIC PAYMENTS
1. Territorial and economic appraisal zone of Moscow 21
2. Base rate of annual rent payments for one year ECU 3290.00
3. Rent payments for the whole Plot
from 01.09.94 ▇▇ ▇▇.▇▇.▇▇ ECU 1430.00
Yearly rent payment for the whole Plot ECU 4289.00
Rent payments to be made to Payee: State Tax Inspectorate No. 12 in Moscow
Settlement Account ▇▇▇▇▇▇▇▇ at the Stolichny
joint-stock commercial bank,
Payee's bank Cash Settlement Center of the
Main Board of the Central Bank of the Russia
Federation Corresponding account 161706 MFO
201791 code 83.
Remarks:
1. Calculation of rent payments has been made on the basis of the order of the
mayor of Moscow dated 30.12.93 No. 768-RM.
2. Payment for land shall be made in rubles by means of transfer at the official
rate of the ▇▇▇▇▇ against the ECU on the 15th of the middle month of the
quarter for which payment is being made.
Signatures of the Pardes
On the behalf of the Lessor on the behalf of the Leaseholder
/s/ B.N. Astsaturov /s/ M.A. Kharshan
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Translation from Russian
FIRST INVESTMENT VOUCHER FOUNDATION
(Pervy Investitzionny Voucherny Fond)
Open-Type Joint-Stock Company
Moscow City Council Prefect
of the Northern Administrative District
Regulation
20.01.94 No. 1081
On alloting a plot of land to the Open-End Joint-Stock Company, specialized
closed voucher investment privatization foundation "First Investment Voucher
Foundation" ("Pervy Investitzionny Voucherny Fond"), engaged in accumulating
citizens' privatization vouchers with a licence of the State Committee of
Property Management (Open-Type Joint-Stock Company "Pervy Investitzionny
Voucherny Fond"), located at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ (▇▇▇▇▇▇ ▇)
In accordance with the RSFSR Land Code, Moscow vice-mayor's decree of
02.03.92 No. 110-PBV "On land leasing as a basic form of land and legal
relations governed by law in Moscow" and Moscow vice-mayor's regulation of
17.03.93 No. 162-PM "on the main principles and order of re-registration of
land-users on the territory of Moscow", and also on the strength of a cargain
and sale contract No. HF-1 dated 01.12.93 the following measures shall be
fulfilled:
1. To grant a plot of land of approximately 1,3 hectares located in
Smolnaya street, 24 ("Pervy Investitzionny Voucherny Fond" Open-Type Joint-Stock
Company) under the plan submitted (territorial-economic evaluation zone No.21)
on conditions of a long-term lease for setting up a businees centre.
2. To sign a land lease contract with the Open-Type Joint-Stock Company
"Pervy Investitzionny Voucherny Fond" for a term of 49 years.
3. To oblige the land user
3.1. To register the land lease contract at Moskomzem
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(Moscow Land Committee) within a month's period.
3.2. To ensure due land payments as per the lease contract (p. 3.1)
3.3. To terminate construction of the building within the stipulated terms
indicated in the project corrected and agreed upon in the established order.
4. The Moscow Land Committee, in case of abstaining on the part of the
land-user from concluding a lease contract within the appointed dates, as well
as in the event of non-fulfilment by the land-user of the terms and conditions
stipulated by the land-lease contract, shall apply penalty sanctions under the
land legislation of the Russian Federation and the city normative Acts
--------------------------------------------------------------------------------
Prefect /s/ M.T. Demin
Correct /s/ J.V. Romancheva
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Translation from Russian
Registration NO. M-09 000979-7
Date 2.14.00
SUPPLEMENTAL AGREEMENT No.7
to the Land Lease Agreement No. M-09-000979, dated 9.6.94
The land is located at: Moscow, Smol'naya, 24
The Moscow Land Committee (the "Lessor"), represented by the Head of the
Association on Land-Use Regulation, Northern Administrative District, Moscow,
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ E.G., acting on the basis of Regulations and Power of Attorney
of 12.27.99 No.▇▇-▇-▇▇▇▇▇/9, issued by the Moscow Land Committee on behalf of
the Moscow Administration, and Open Joint-Stock Company "Pioneer First
Investment Fund" (the "Lessee"), represented by its General Director, Ms.
Churaeva M. N., acting on the basis of the Charter of "Pioneer First" Company
for the Management of Investment Funds" and Power of Attorney of 10.5.99, issued
by the "Pioneer First Investment Fund", in accordance with the Decision of the
District Land-Relations Commission, Northern Administrative District, Moscow
(Minutes No. 2.3, dated 1.20.00), in connection with the land-surveying work
aimed to more accurately define the borders and size of the parcel of land, have
agreed to make the following changes and amendments to the Land Lease Agreement
1. In Paragraph 1.1 of the Agreement the words "13035 sq.m." shall be
substituted by the words "12696 sq.m.".
2. Paragraph 1.2 of the Agreement shall be read as follows: "The borders of
the parcel are indicated in the Plan of the parcel" (Amendment 2 to the
Agreement as amended by Supplemental Agreement No.7). The Plan shall be an
integral part of this Agreement."
3. Amendments 1 and 2 to this Agreement shall be read as amended by this
Supplemental Agreement No.7
4. In Paragraph 1 of Section "Special terms and conditions", the words "the
parcel of 4026 sq.m." shall be substituted by the words "the parcel of 3940
sq.m.".
5. The last item in Paragraph 1, Section "Special terms and conditions" shall
be read as follows:
"A fee for the right to enter into a transaction with the right to a land
lease shall be paid according to the following schedule:
- a sum equivalent to US$ 17662,6 paid
- a sum equivalent to US$ 48169,8 prior to 3.14.00
- a sum equivalent to US$ 48169,8 prior to 6.14.00
- a sum equivalent to US$ 38677,8 prior to 9.14.00
Within 5 working days after each payment the Lessee shall submit to the
Moscow Land Committee a copy of the document confirming the payment".
6. In accordance with the Law of the City of Moscow "Basics of the Land Use in
Moscow" as amended on 9.29.99), to set forth that:
6.1 The lease payments shall be made quarterly, in equal installments,
calculated on the basis of a total sum of the annual payment, no later than
on the 5 day of the first month of the quarter, starting March 1, 2000;
6.2 If the Lessee is late with the payment, the Lessee shall pay a fine of 0.2%
of an unpaid sum, starting from the 6" day of the first month of the
quarter and up to the day of the payment.
7. This supplemental Agreement No.7 becomes effective from the day of its
State Registration
7.1 This Supplemental Agreement No.7 is executed in 2 original copies (one -
for the Lessee, one - for the Lessor), each of which has an equal legal
force.
8. Parties' Addresses and Banking Information.
Signatures
/s/ E. G. Kravchinsky /s/ M. N. Churaeva
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On behalf of lessor On behalf of lessee
2/9/00
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The Pioneer Group, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1820
▇▇▇-▇▇▇-▇▇▇▇
[PIONEER LOGO]
The undersigned hereby certifies that the translation of Land Lease
Agreement No. M-09-000979 dated as of September 6, 1994 by and between the
Moscow Government and Open Joint-Stock Company "Pioneer First Investment Fund"
(formerly Open Joint-Stock Company "First Investment Voucher Fund"), as amended
February 14, 2000 by Supplemental Agreement No. 7 to which this certification is
attached is a fair and accurate translation of the original document executed in
Russian.
Dated: June 9, 2000
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President and Assistant
General Counsel, The Pioneer Group,
Inc.