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EXHIBIT 10(u)
COOPERATION AGREEMENT
BETWEEN
LAZARE KAPLAN INTERNATIONAL INC.
AND
NAMGEM DIAMOND MANUFACTURING COMPANY (PTY) LTD
AND
NAMDEB DIAMOND CORPORATION (PTY) LTD
THIS AGREEMENT (the "Agreement") is made on
this ninth day of January, 2004 by
and among Lazare Kaplan International Inc.,
a company incorporated in Delaware,
U.S.A. with its registered address at 19
West 44 Street, New York, New York
10036 (together with such subsidiaries as
it may designate, "LKI," provided that
in the event of such designation LKI shall
remain liable for the performance of
its obligations under this Agreement),
NamGem Diamond Manufacturing Company
(Pty) Ltd, a company incorporated in
Namibia with its registered address at
2359, Industry Street West Erf 20,
Okahandja ("NamGem"), and Namdeb Diamond
Corporation (Pty) Ltd, a company
incorporated in Namibia with its registered
address at Namdeb Centre, 10th Floor, Dr.
Franz Indongo Street, Windhoek
("Namdeb"), each hereinafter referred to as
a "Party" and collectively as the
"Parties".
WHEREAS, NamGem is Namibia's flagship
venture in the international diamond
polishing industry and through its parent
company Namdeb is ultimately
beneficially owned by Namdeb's
shareholders, the Government of the Republic of
Namibia (for whom it is a strategic
project) and De Beers Centenary AG; and
WHEREAS, NamGem in August 2003 issued to
prospective technical partners the
"Framework" attached hereto as Annexure A,
the principles of which are hereby
reaffirmed by the Parties, subject to the
specific terms of this Agreement;
and
WHEREAS, on the basis of the objective
criteria specified in Annexure A and a
written LKI Submission of Qualifications
dated October 15, 2003, including the
proposal attached hereto as Annexure B, LKI
was selected to fulfill the role of
technical partner by a committee comprised
of representatives of Namdeb's
shareholders: and
WHEREAS, NamGem and LKI wish to formalize a
program of cooperation as envisaged
in Annexure A and B, for which the
commitments of Namdeb at 9, 10 and 11 below
are essential; and
WHEREAS, assurances have been provided of
the sufficiency of future rough,
diamond supply to NamGem, which forms an
essential condition of LKI's entry into
this Agreement and the performance of its
obligations hereunder;
NOW THEREFORE, the Parties hereby agree as
follows.
1.
[
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]
2. [
]
3. LKI
shall at its own expense saw (or, in this case of
marketables prepare) and deliver into NamGem's custody at
[
] or such other location as
NamGem and LKI may agree all [
] rough diamonds [
,] and
NamGem shall proceed to polish those goods to specifications
and timetables notified by LKI's resident representative at
NamGem, delivering the resulting polished diamonds into LKI's
custody at [
] for export and sale
by LKI [
] through its global
marketing networks: provided, that at such time, and for so
long as NamGem is in LKI's reasonable professional judgment
able efficiently to saw goods at NamGem's premises, sawing
shall take place at those premises to specifications
notified by LKI's resident representative, with LKI delivering
into NamGem's custody, as above, such rough diamonds received
pursuant to this Agreement [
] and with NamGem subsequently redelivering for LKI
export, as above, both the resulting polished and those goods
which, after sawing, [
]
4. The
safeguarding of LKI's rough, sawn and polished diamonds,
and all costs associated with their handling, cutting,
polishing and transport, while in NamGem's custody shall be
NamGem's exclusive responsibility, with NamGem at all times
maintaining insurance cover on those diamonds [
] and
retaining liability to LKI for any diamond loss,
destruction or damage not caused by LKI and for which LKI has
not been fully reimbursed (including, without limitation, the
amount of any deductible on any insurance claim).
5.
Within [ ]
business days following export from Namibia of
any polished diamonds or sawn unpolished goods delivered by
NamGem pursuant to 3 above,
2
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LKI shall pay to NamGem in US dollars to such account(s) as
NamGem may designate
[
