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Exhibit 10.93
AGREEMENT WITH RESPECT TO SUBORDINATION AGREEMENT
AGREEMENT (the "Agreement"), dated as of December 28, 1999, among THE
PIONEER GROUP, INC., a corporation organized and existing under the laws of the
state of Delaware ("PGI"), PIONEER FOREST, INC., a corporation organized and
existing under the laws of the state of Delaware and a wholly owned subsidiary
of PGI ("PFI"), PIONEER FOREST, L.L.C., a limited liability company organized
and existing under the laws of the state of Delaware and a wholly owned
subsidiary of PFI ("PFLLC"), CLOSED JOINT-STOCK COMPANY "FOREST-STARMA", a
closed joint stock company organized and existing under the legislation of the
Russian Federation (the "Borrower"), and the OVERSEAS PRIVATE INVESTMENT
CORPORATION, an agency of the United States Government ("OPIC").
WITNESSETH:
WHERAS, State Street Bank and Trust Company (the "Subordinated
Lender"), PGI, International Joint Stock Company "Starma Holding"("Starma
Holding"), the Borrower and OPIC are parties to a Subordination Agreement, dated
as of December 21, 1995 (the "Subordination Agreement"), the Subordinated
Lender, PGI, PFI, the Borrower and OPIC are parties to a Limited Waiver
Agreement with Respect to Subordination Agreement, dated as of June 3, 1999 (the
"Waiver Agreement"), pursuant to which PFI agreed to be bound by the terms of
the Subordination Agreement, and to be jointly and severally responsible and
liable for the obligations of PGI thereunder, the Borrower and OPIC are parties
to a Finance Agreement, dated as of December 21,1995, as amended to and
including the date hereof (the "Finance Agreement"), the Borrower, PGI, Starma
Holding and OPIC are parties to a Project Completion Agreement, dated as of
December 21, 1995, and the Borrower, PGI, PFI and OPIC are parties to an
Agreement with Respect to Project Completion Agreement, dated as of June 3,
1999;
WHEREAS, all capitalized terms used herein and not otherwise defined
herein shall have their respective meanings set forth in the Finance Agreement,
the Project Completion Agreement and the Subordination Agreement; and
WHEREAS, as a result of the Share Transfer, PFLLC will own 100% of the
shares of capital stock of the Company and PFI will no longer hold any capital
stock of the Company.
NOW, THEREFORE, the parties agree as follows:
1. Undertaking of PFLLC. PFLLC hereby agrees to be bound by the terms of
the Subordination Agreement and the Waiver Agreement, and to be jointly and
severally responsible and liable for the obligations and liabilities of PFI and
PGI thereunder, and in
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connection with this undertaking to appoint an agent for service of process
satisfactory to OPIC in compliance with Section 19 of the Subordination
Agreement and give OPIC written notice thereof with 30 days after the date
hereof. Notices to PFLLC may be given to it at the following address:
60 State Street
Boston, MA 02109
Tel: 617-742-7825
Fax: 617-422-4286
Attention: President
2. Representations and Warranties. Each of the parties represents to the
other parties that this Agreement constitutes a legal, valid and binding
obligation of it, enforceable against it in accordance with its terms.
3. Ratification and Confirmation. All the terms and provisions of the
Subordination Agreement and the Waiver Agreement are hereby ratified and
confirmed by the parties hereto and shall apply in full force and effect.
4. No Waiver. The Borrower acknowledges and agrees that except as
expressly provided in Section 1 of this Agreement, OPIC, in executing and
delivering this Agreement, has not and shall not be deemed to have waived,
released or modified any right or power that it may have under the Finance
Agreement to claim that any Event of Default has occurred or is occurring, and
the execution and delivery of this Agreement shall not be deemed a waiver by
OPIC of any such Event of Default.
5. Effective Date. This Agreement shall be effective as of the date hereof.
6. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed and delivered shall be deemed an original and all of
which shall constitute one and the same instrument.
IN WITNESS whereof, the parties hereto have caused this Agreement to be
executed by their authorized representatives as of the day and year first above
written.
THE PIONEER GROUP, INC.
By: /s/ Stephen G. Kasnet
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Its: Executive Vice President
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PIONEER FOREST, INC.
By: /s/ Stephen G. Kasnet
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Its: President
PIONEER FOREST, L.L.C.
By: /s/ Stephen G. Kasnet
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Its: President
CLOSED JOINT-STOCK COMPANY
"FOREST-STARMA"
By: /s/ Donald H. Hunter
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Donald H. Hunter
On the basis of power of attorney No. 73,
Dated December 3, 1999
By: /s/ Catherine V. Mannick
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Catherine V. Mannick
On the basis of power of attorney No. 74,
Dated December 3, 1999
By: /s/ Inna Verdini
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Inna Verdini
On the basis of power of attorney No. 72,
Dated December 3, 1999
OVERSEAS PRIVATE INVESTMENT CORPORATION
By: /s/ Steven S. Smith
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Its: Investment Officer