<PAGE>
Exhibit 10.17
JOINT VENTURE AGREEMENT
-----------------------
BETWEEN
OMG B.V.
GROUPE GEORGE FORREST S.A.
AND
LA GENERALE DES CARRIERES ET DES MINES
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THE PRESENT AGREEMENT IS ESTABLISHED IN ITS
ENTIRETY BY ALL
THE ELEMENTS HEREINAFTER SPECIFIED AND AS
REFERRED TO IN THE
RESPECTIVE ARTICLES
I.
DEFINITIONS
II. SPECIAL
PROVISIONS
1. Formation
of a Joint Venture
2.
Representations, Warranties, Title to Assets
3. Capital
Contributions and. Financing of the Project
4.
Management
5.
Preliminary Activities
6. Related
Agreements
7.
Liabilities and Commitments of the Parties
8. Term and
Termination
9. Withdrawal
Option
10. Buffer Stock
11. Additional
Guarantees
12. Developments
III. GENERAL PROVISIONS
1.
Hierarchical Order of the Agreements
2.
Amendments
3.
Restrictions on Transfers
4.
Arbitration and Applicable Laws
5.
Confidentiality
6. Force
Majeure
7.
Notices
8. No
Waiver
9.
Severability and Headings
10. Sovereign
Immunity
11. Appendices
12. Further
Engagements
13. General
Clauses
14. Authorizations
and Entering into Force
<PAGE>
The Present Agreement is concluded
between:
1.OMG B.V. a company organized and existing
under the laws of the Netherlands,
having its registered office at
ROTTERDAM, being a 100 per cent controlled
subsidiary of OM Group Inc., a
company organized and existing under the laws
of the state of DELAWARE (USA) and
having its registered office at 3800
Terminal Tower, CLEVELAND 44113
OHIO (USA), which shall be together with its
subsidiary jointly and severally
responsible for the obligations of the
subsidiary, OMG B.V. hereinafter
referred to as OMG;
2.GROUPE GEORGE FORREST S.A., a company
organized and existing under the laws
of Luxembourg and having its
registered office at 25 rue de la Chapelle,
Luxembourg, hereinafter referred
to as GGF; and
3.LA GENERALE DES CARRIERES ET DES MINES, a
corporation organized and existing
under the laws of the Democratic
Republic of Congo and having its registered
office at boulevard Kamanyola,
P.O. Box 450, LUBUMBASHI, DEMOCRATIC REPUBLIC
OF CONGO, hereinafter referred to
as GECAMINES, or GCM.
Whereas the Parties have concluded a Frame
Agreement signed in February 1996
where they have agreed on the general
outlines of the establishment of a Joint
Venture to partially or totally process the
slag in the site of LUBUMBASHI;
Whereas OMG, GGF and GECAMINES have
initiated studies to determine the
economical and technical feasibility of a
Cobalt Slag Processing Operation in
LUBUMBASHI, DEMOCRATIC REPUBLIC OF
CONGO;
Whereas the Parties intend to invest in the
Processing Plant if the feasibility
proves to be positive;
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4
Whereas for the purpose of carrying out the
activities of the Project, the
Parties wish to form:
(a) a Joint Venture Company under
the laws of JERSEY in the form of a private
limited liability
company or in any other country and/or in such other form
as agreed by the
parties (the Joint Venture, hereinafter referred to as
J.V.);
(b) a Slag Processing Company in
the form of a Private Company with Limited
Responsibility (SPRL)
existing under the laws of the DEMOCRATIC REPUBLIC OF
CONGO, the shares of
which shall be primarily owned by the J.V. (hereinafter
referred to as Slag
Processing Company of Lubumbashi or Processing Company
or S.T.L.);
Whereas the Parties wish to formalize their
Agreement as to the formation and
operation of a J.V. as well as to carry out
activities such as feasibility
studies, building of the Plant, Processing
of Slag, Purchase of Slag, Sales of
Processed Materials, transportation as well
as management related to the
project;
NOW THEREFORE in consideration of the
premises and of the Contracts and
Agreements contained in this Agreement, the
Parties hereby agree as follows:
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5
I.
DEFINITIONS
The terms defined hereinafter shall for all
purposes of this Agreement and
related Contracts have the meanings
hereinafter specified, unless otherwise
specified:
AGREEMENT means this document signed by the
Parties and its appendices forming
an integral part of the present Agreement
as well as its possible amendments.
BUYER means OMG KOKKOLA CHEMICALS Oy (KCO),
a subsidiary of the OMG Group,
buying Cobalt Alloy in the Long Term Cobalt
Alloy Sales Agreement.
PURCHASER means the J.V. purchasing Slag in
the Long Term Slag Sales Agreement.
COBALT BEARING ALLOY or TREATED MATERIAL
means the main end product of the
Processing Company (sometimes also called
"Cobalt Alloy") containing cobalt and
copper.
YEAR means calendar year beginning on 1st
of January and ending on 31st of
December.
UMPIRE means a person appointed by mutual
agreement of the J.V. and the Buyer or
GECAMINES in accordance with the Long Term
Slag Sales Agreement or Long Term
Cobalt Alloy Sales Agreement.
CIF means "cost, insurance and freight" as
defined in INCOTERMS, 1990 edition.
TOLLING AGREEMENT means the Agreement
concluded between the J.V. and the
Processing Company for the purpose of
processing Slag into Cobalt bearing Alloy.
LONG TERM COBALT ALLOY SALES AGREEMENT
means the Agreement whereby the J.V.
undertakes to sell Cobalt Alloy to the
Buyer and the latter undertakes to buy
Cobalt Alloy from the J.V.
LONG TERM SLAG SALES AGREEMENT means the
Agreement whereby GECAMINES undertakes
to sell Slag to the J.V. and the latter
undertakes to buy Slag from GECAMINES.
DATE OF DELIVERY means the date on which
the J.V. takes and becomes the owner of
the Site Slag according to the terms of the
ex-site delivery clause.
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6
DDU means "delivery duty unpaid" as defined
in INCOTERMS, 1990 edition
EXW means "ex works delivery" clause as
defined in INCOTERMS, 1990 edition.
SUPPLIER means the GENERALE DES CARRIERES
ET DES MINES supplying Slag in the
Long Term Slag Sales Agreement.
J.V. means a private limited liability
company having its registered office in
JERSEY.
BUSINESS DAY means a day which is not a
Saturday, a Sunday or a public holiday
in Finland, The Netherlands or the
Democratic Republic of Congo.
KCO means OMG KOKKOLA CHEMICALS Oy, a
subsidiary of the OMG Group located in
KOKKOLA, REPUBLIC OF FINLAND and
established under the laws of the REPUBLIC OF
FINLAND.
LMB means the LONDON METAL BULLETIN.
LME means the LONDON METAL EXCHANGE.
SUPPLY LOT means a part of each delivered
supply of Cobalt Alloy containing
approximately 100 tons of Cobalt Alloy as
divided by the BUYER in KOKKOLA for
weighing, sampling, analysis and moisture
content determination.
EXPEDITION LOT means the tonnage of one
container of Cobalt Alloy dispatch from
the Processing Plant.
USED LOTS means the Lot or Lots of Cobalt
Alloy taken into usage by the BUYER
for a period of one month.
MONTH means calendar month.
PARTIES means the Parties to this
Agreement.
QUOTATIONAL PERIOD means the Period defined
in Article 5 of the Long Term Slag
Sales Agreement or in Article 6.2 in the
Long Term Cobalt Alloy Sales Agreement.
WEIGHTS AND MEASURES
1 (metric) ton =
2,204.6 pounds avoirdupois
1 dmt or ts = 1
dry metric ton
1 wmt or th = 1
wet metric ton
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7
TAKEN INTO USAGE means the taking of the
Cobalt Alloy either directly from the
ordinary commercial raw material Stock or
alternatively from the Buffer Stock as
a complement of the KOKKOLA Processing
Plant.
PROJECT means the conception and building
of a Processing Plant in LUBUMBASHI
for the purpose of exploiting the Slag Site
of LUBUMBASHI as well as the proper
operation of the Processing Plant, the
trading operations including related
operations and the distribution of the
profits.
PROCESSED SLAG means the Slag resulting
from the operations in the Processing
Plant
SLAG means cobalt bearing slag located in
the Site in THE DEMOCRATIC REPUBLIC OF
CONGO and to be used as feeding stock in
the Processing plant.
SITE or SLAG SITE means the area in the
Democratic Republic of Congo where the
Slag is located and available to be
delivered to the J.V. pursuant to this
Agreement (called Terril de LUBUMBASHI,
originating from the residues of the
WATER JACKET ovens of GECAMINES and namely
including the zones I, J, Ki, K2 and
TAS G-L having an average cobalt content of
1,85% as described in further detail
in appendix 1 of the Frame Agreement
attached as Appendix 1 to this Agreement).
PROCESSED SLAG SITE means the area in the
Democratic Republic of Congo where the
processed slag will be stocked.
PROCESSING COMPANY means the Company to be
set up by the J.V. in the Democratic
Republic of Congo in the form of a SPRL for
the purposes of operating the
Processing Plant.
COMMERCIAL STOCK means the ordinary stock
of Cobalt Alloy enabling the regular
supply of OMG-KCO plant taking into account
the periodicity of maritime
arrivals.
BUFFER STOCK means the Cobalt Alloy Stock
to be established at OMG in KOKKOLA,
FINLAND in accordance with article 10 of
the J.V. Agreement and to be kept
separate from the Ordinary Commercial
Cobalt Alloy Stock of OMG KOKKOLA
Chemicals Oy.
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8
USD means the lawful currency of the UNITED
STATES OF AMERICA.
PROCESSING PLANT means the Plant to be
located in LUBUMBASHI in the DEMOCRATIC
REPUBLIC OF CONGO. The Plant shall be
operated by the Processing Company for the
purpose of processing Slag into Cobalt
bearing Alloy.
SELLER means the J.V. selling Cobalt Alloy
in the Long Term Cobalt Alloy Sales
Agreement.
<PAGE>
II. SPECIAL
PROVISIONS
1. FORMATION OF THE JOINT
VENTURE
-----------------------------------
1.1. The Parties hereby agree to promptly
establish a Joint Venture Company in
the form of a private limited
liability company to be named GROUPEMENT DU
TRAITEMENT DU TERRIL DE LUBUMBASHI
(GTL) or such other name as agreed by the
Parties.
The By-laws of the J.V. shall be
prepared and signed by the Parties in such
time as unanimously agreed by
them.
1.2 The primary goals of the J.V.
are:
i) to establish a Processing
Company, a subsidiary to the J.V., to be
registered under the laws of the DEMOCRATIC REPUBLIC OF CONGO and
to
be named Societe de Traitement du Terril de LUBUMBASHI
(S.T.L.).
ii) to conclude and ensure the best
possible follow-up of Agreements such
as:
- The
Long Term Slag Sales Agreement
- The
Long Term Cobalt Alloy Sales Agreement
- The
Tolling Agreement (related to the processing of
the Slag by the Processing Company)
iii) to conclude
the Agreement of the Parties concerning the Capital
contributions, the loans and other financing of the Project as well
as
optimizing and distributing the profits.
iv) to organize the management and
follow-up of the Project.
2.
REPRESENTATIONS, WARRANTIES, TITLE TO ASSETS
----------------------------------------------------
2.1. Capacity of the
Parties
Each of the
Parties represents and warrants as follows:
a) that it is a
legal entity duly incorporated in its
country of constitution,
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b) that it has the corporate
capacity to enter into and perform this
Agreement,
that all corporate and
other actions required to authorize the party to
enter into and perform
this Agreement have been taken;
c) that the Party shall not breach
any other agreement or contract by entering
into or performing
this Agreement; that this Agreement is valid and binding
upon in accordance
with its terms.
3. CAPITAL CONTRIBUTIONS AND FINANCING OF
THE PROJECT
-----------------------------------------------------
3.1. The pre-feasibility study undertaken
by OMG has estimated that the total
investment of
the Project will be at about 115 USD million. The total
amount shall be
decided by the Parties after the completion of the
feasibility
studies.
The total
capital to be considered below shall therefore be in the order
of
USD 115 millions
(or such other figure as determined by the Parties after
the completion
of the feasibility study), possibly further increased to
obtain the
working capital necessary to start the operations.
To that effect,
the J.V. shall issue ordinary shares in one or more calls
for Parties to
subscribe, such as described in article 3.2. below and the
Parties shall
undertake to subscribe such issued ordinary shares as
described below
in this article.
i) OMG undertakes to subscribe
51 per cent of any issued ordinary shares
of the J.V.
Additionally OMG
undertakes to subscribe ** per cent of any ordinary
shares of the
J.V. Company issued prior to the end of 1999 (or such other
date as agreed
by the Parties) ** as further determined in article
3.1.iii below
and described in further details in the Option Agreement
attached as
Appendix 5 to this Agreement.
ii) GGF undertakes to subscribe 29 per
cent of any issued ordinary shares
of the J.V. Company.
** Confidential
treatment has been requested with respect to certain
information
contained within this document. Confidential portions are
omitted and filed
separately with the Securities and Exchange Commission
pursuant to Rule
24b-2 of the Securities and Exchange Act of 1934.
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11
iii) GCM undertakes initially to
subscribe one ordinary share of the J.V.
Company.
Additionally GCM
undertakes to progressively purchase ** per cent minus
one share of the total
outstanding issued ordinary share capital of the J.V.
Company from OMG **
from the date of the subscription till the date of
the subscription till
the date of purchase of such shares by GCM.
For the payment of
these purchases GCM ** in compensation for the first
Slag sales under the
Long Term Slag Sale Agreement.
J.V. shall act as the
paying agent for the purchase and sales of such
shares **
GCM will be paid for
the supplied Slag by the J.V. only after the shares
representing ** per
cent of the total outstanding ordinary share capital
of the J.V. Coin an
have been fully purchased and paid up **.
3.2. The financing as described above shall
take place in several separate
installments and
in such a manner as decided by the Parties or by the Board
of
Directors.
The Parties shall
contribute to any capital increase in proportion to their
respective capital
contribution obligations as mentioned in Article 3.1.
above or in any other
manner as agreed by the Parties.
The preliminary
expenses made by the Parties for the Project may be used by
them as a capital
contribution, such as specified in Article 5 below.
If any Party (the
defaulting party) were unable to participate in any of the
basic capital
contributions, duly decided by the Parties or the Board of
Directors of the J.V.
within the limits of the overall funding obligations
of the Parties, the
other Parties shall have the option to increase their
respective share in
the capital of the J.V in proportion to their
shareholdings.
** Confidential treatment has been
requested with respect to certain information
contained within this document.
Confidential portions are omitted and filed
separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of
the Securities and Exchange Act of
1934.
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12
3.3. The Parties agree Chat apart from the
obligation to provide with the
capital
contributions mentioned in article 3.1. above, the Project is
intended to be
self-financing to the maximum extent possible.
To the extent
the revenues of the J.V. are insufficient to meet with all
the obligations
(including operation expenses and financial charges), the
Parties shall
then seek to obtain additional financing from an outside
financing source
to be primarily secured by the proceeds from the sales of
the Treated
Materials to KCO or by parent guarantees to be provided by the
Parties in
proportion to their respective contributions to the J.V.
3.4. Any additional capital increase or a
parent loan, which go beyond the
initial capital
can only be requested if so decided by the General Meeting
or the Board in
accordance with the Articles of the J.V.
In the event
that a Party (or several Parties) is not able or willing to
participate in
any additional capital contribution, this shall not prevent
the other
Parties (or other Party) to increase their capital
contributions
and accordingly
increase their capital share in the J.V.
Failure by any
Party to participate in a capital contribution increasing
the capital
beyond the total amount of capital as defined in art. 3.l.
above, cannot be
regarded as a default of the failing Party or Parties.
3.5. All the net revenues of the J.V.,
after payment of all operation costs and
expenses,
financial costs, taxes if any and contributions to any
applicable
reserve funds as
may be required by the law, shall be paid out as
distributions by
the J.V. to the Parties in proportion to their capital
participation.
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13
4.
MANAGEMENT
------------------
4.1. After the signing of this Agreement at
the latest, the Parties shall
establish a
temporary Management Committee composed of 6 members and their
respective
alternates.
Each Party shall
nominate two representatives thereto.
A Project
Manager shall be appointed by OMG to supervise the
implementation
and technical
execution of the project until the building of the Processing
Plant has been
completed.
4.2. The Project shall be administrated by
this temporary Management Committee
until the J.V.
has been formally established and its Board of Directors has
been elected and
nominated.
OMG shall
nominate three representatives and 3 alternates to the Board of
Directors,
whereas GGF shall nominate 2 representatives and 2 alternates
and GCM shall
nominate 1 representative and 1 alternate.
The Chairman of
the Board shall be elected among the representative members
of OMG.
Two
Vice-Presidents shall be elected. The first Vice- President
position
shall be
devolved to the representative of GECAMINES and the second one
shall be
devolved to one of the GGF representatives.
4.3. The quorum of the Board of Directors
is constituted by the presence of at
least four
directors. The decisions of the Board of Directors shall
require
the affirmative
vote of at least four directors.
4.4. The quorum of the General Meeting is
constituted upon the presence of
representatives
of the Parties possessing at least 66 per cent of the
capital of the
J.V.
All decisions of
the General Meeting shall require the affirmative vote of
representatives
of the Parties possessing at least 66 per cent of the
shares in the
J.V. save the decisions which are taken based on the special
procedure
envisaged in art 4.5. below where the affirmative vote of 50
per
cent of the
shares shall be sufficient.
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14
In any case the following matters In the
General Meeting shall require the
affirmative vote of the representatives of
the Parties possessing at least 66
per cent of the Capital of the J.V.
a) the approval of the annual
budget;
b) the increase of the J.V.
capital;
c) An outside financing in
excess of 5 percent of the amount of the capital;
d) winding-up or liquidation of
the J.V. Partnership;
e) the final decision to
commence the investment, construction and processing
Operations as
envisaged in Article 5.4. below;
f) all decisions in relation
to. the matters listed above shall also be
subject to the
specific majorities when they relate to the Processing
Company and/or
to the instructions to be given by the J.V. to the Board of
Directors of the
Processing Company.
g) revision or amendment of any
of the Agreements listed in Article 6.
4.5. The Parties agree that the management
of the J.V. shall vest in the Board
which may
exercise all powers of and do all acts and things on behalf of
the J.V., save
such as are required by the local law to be exercised or
done by the J.V.
in the General Meeting. Nevertheless, in the event that
the Board of
Directors is unable to take a decision in a matter which is
outside of the
day to day management of the J.V. and which indecision may
threaten to
damage the development of the Project or the security of the
manufacturing of
the Slag or the deliveries of Treated Material, such
matters shall be
taken to the General Meeting, which shall have the
exclusive right
to decide upon those matters with an exceptional majority
of 50 per cent.
Before the date of such General Meeting, the Parties will
use their best
endeavors to decrease the discrepancies between their points
of view.
4.6. The J.V. shall reimburse the Parties
the travel and out of pocket expenses
incurred by the
Board of Directors or their representatives to attend the
Board
meetings.
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15
4.7. All programs and budgets shall be
established on a calendar year basis,
unless otherwise
mutually agreed.
4.8. STL shall be managed by a Managing
Board that shall appoint and elect the
General
Director.
OMG shall
nominate 3 representatives to the Managing Board, whereas GGF
shall nominate 2
representatives and GCM shall nominate l representative.
The Chairman of
the Board shall be elected among the GGF representatives.
Two
Vice-Presidents shall be designated and nominated.
The first position shall be
devolved to the GECAMINES representative and
the second
position shall be devolved to one of the OMG representatives.
5.
PRELIMINARY ACTIVITIES
------------------------------
5.1. Before deciding on the commercial
exploitation of the Slag deposit, such
further
investigations and studies (referred to as preliminary
activities)
are necessary to
determine the feasibility of the investment, the
construction and
processing activities.
5.2. The costs and expenses incurred by the
Parties prior to the setting up of
the J.V. and
approved by the Board of Directors (and by an independent
auditor, if
necessary) shall be considered as a contribution against the
obligation of
the Parties to provide with the capital contribution of the
J.V. pursuant to
Article 3.1. of this Agreement.
5.3. The technical and administrative
services needed to carry out the
preliminary
activities shall as far as possible be rendered by the Parties
or their
affiliated companies on such terms and conditions considered
reasonable and
acceptable by the Board of Directors.
5.4. Upon completion of the preliminary
activities and after the analysis of the
cobalt contents
of the Slag deposit in accordance with Article 3 of the
Frame Agreement,
the Parties shall take their final decision as to whether
they begin to
invest, construct and initiate the Processing operations.
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16
That decision
shall be taken no later than six months after the signing of
this Agreement,
provided OMG and/or GGF have not made use of the right to
withdraw.
6. RELATED
AGREEMENTS
--------------------------
6.1. Slag Supply
A Long Term Slag
Sales Agreement shall be concluded between GCM on the one
hand, and the
J.V. on the other hand, whereby the J.V. shall have the
exclusive right
to purchase the Slag located on the well known site of
LUBUMBASHI on terms and conditions
as set out in the Frame Agreement and in
further details
in the Long Term Slag Sales Agreement attached as Appendix
2 to this
Agreement.
To ensure
uninterrupted and unhindered continuity of Slag deliveries to
the
J.V. and to the
Processing Company in accordance with the terms of the
Frame Agreement
and of the Long Term Slag Sales Agreement, GCM agrees as
detailed in the
above mentioned agreements, to accept that a Cobalt Alloy
Buffer Stock be
created by the J.V. in KOKKOLA FINLAND with a six month
supply of
KCO.
The J.V. shall
enter in the accounts and manage the fluctuations of that
stock.
6.2. Cobalt Alloy Sales
OMG undertakes
that KCO shall undertake to purchase from the J.V. all or
part of the
Cobalt Alloy produced in the Processing Plant in accordance
with the terms
and conditions set up in the Long Term Cobalt Alloy Sales
Agreement
attached as Appendix 3 to this Agreement.
6.3. Management of STL
The Board of
Directors of the J.V. shall determine the by-laws of STL as
well as the
possible Management Agreement determining the management rules
of STL in more
detail.
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17
6.4. Construction of the Processing
Plant
GGF's
affiliates, the SPRL Entreprises Generales MALTA FORREST (EGMF)
for
earth moving and
civil works, and NEW BARON & LEVEQUE INTERNATIONAL S.A.
(NBLI) for site
supervision, building, commissioning as well as certain
engineering
activities related to steel structure, piping, electricity and
instrumentation
and certain procurement and follow-up activities, shall be
designated as
nominated subcontractors.
These companies
shall provide the J.V. with a cost plus fee bid.
On the basis of
that bid, the Board of Directors of the J.V. shall decide
either to award
the Contract to the EGMF and NBLI or to call for tenders to
third parties.
In the latter case the companies EGMF and NBLI shall have
the right of
first refusal.
All the
principles, terms and conditions for the above mentioned
subcontracts are
described separately in the Construct ion Agreement.
6.5. Transportation Services
The J.V. shall
appoint GEORGE FORREST INTERNATIONAL S.A. to organize:
1. the handling of the Slag and
Processed Slag if required after
completion of the feasibility study.
2. the transportation of
Cobalt-bearing Alloy from the Processing Plant
to the port of KOKKOLA in Finland, unloading excluded but the
supervision and related transport insurance included.
That company
shall submit a bid to the J.V.
On the basis of
that bid, the Board of Directors of the J.V. shall decide
either to
appoint the company or to call for bids from third parties. In
such case GFI
S.A. shall have the right of first refusal.
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18
6.6. Tolling Agreement
The Processing
Company, STL, shall enter into a Tolling Agreement with the
J.V. whereby the
J.V. shall grant STL the right to process all of the Slag
acquired by the
J.V. from GCM on terms and conditions as set out in the
Tolling
Agreement attached as Appendix 4 to this Agreement.
7. LIABILITIES AND COMMITMENTS
OF THE PARTIES
-----------------------------------------------
7.1. The Parties' liability for the J.V.'s
debts and liabilities are limited to
the capital
invested in the J.V.. The J.V. shall be the owner of its assets
and shall be the
obligor in respect to its liabilities.
The Parties
shall not be liable for the debts or liabilities of the J.V.,
except to the
extent any such debts or liabilities shall have been
expressly
guaranteed by such Party.
7.2. In order to protect the environment in
LUBUMBASHI and subject to the
limitations set
out above the Parties undertake to construct, operate and
maintain their
Processing Plant in the Democratic Republic of CONGO in an
orderly way and
corresponding to the rules for protecting the environment
applicable in
the European Union.
8. TERM AND TERMINATION
-------------------------
8.1. This Agreement shall remain in full
force and effect for as long as:
- the
J.V. shall hold any rights,
- the
assets of the J.V. are not disposed of,
- a
final settlement after liquidating the J.V. has not
been
made.
8.2. The Parties may at any time terminate
this Agreement by mutual agreement in
writing.
In the case of
termination by mutual agreement, the Parties shall agree as
to the terms of
the dissolution/liquidation of the J.v.
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19
8.3. The non-defaulting Parties of the J.v.
shall be entitled to vote for the
exclusion of a
defaulting Party, if the exclusion is voted unanimously by
the members representing the
non-defaulting Parties after having heard the
explanations
from the defaulting Party in one of the following cases:
- that Party
would materially infringe one of the provisions of this
Agreement or
related agreements and would not have remedied such breach as
required in
Article 13.1 of the general provisions;
- that Party
would be in default of its obligation related to investment
needs as defined
in Article 3, providing the terms of Article 13.1. of the
General
Provisions have been first made use of.
The
non-defaulting Parties may, acting together, either choose to
terminate
this Agreement
or to acquire all the shares of the defaulting Party and the
defaulting party
has the obligation to sell all its shares at a price
defined in
article 8.5. below, deducting the possible damages.
8.4. In addition to the terms and
conditions of Article 8.3., the non-affected
Parties shall be
entitled to vote for the exclusion of any Party affected
by the
occurrence of the following cases:
i) any Party becoming insolvent or having a temporary receiver
appointed of its assets or an execution of distress or warrant
of
distress levied upon its assets, or if they have a consequence on
the
execution of this Agreement.
ii) an order being made or a resolution being passed for winding-up
or
liquidation of any Party except that where any such event is only
for
the purposes of acquisition or amalgamation with another and
the
relevant company emerging is and agrees to be bound by the terms
of
this Agreement, providing an endorsement be made and that such
an
event shall not endanger the completion of operations to the
satisfaction of the non-affected Parties.
iii) the shares of the social capital of a Party have been acquired
to
an extent exceeding 26 percent of the social capital of that Party
by
a competitor of any of the other Parties.
<PAGE>
20
8.5. In the event of the exclusion of any
Party due to Article 8.3 or 8.4 of the
Special
Provisions or to Article 13.1 of the General Provisions, as well
as
in the event of
a voluntary withdrawal, the remaining Parties shall be
entitled (but
not obligated) to purchase all the shares, (but not less than
all the shares)
of the excluded or withdrawing Party. That purchase shall
be in proportion
to the shares already held, unless otherwise agreed by the
non-defaulting
Parties. The purchase price shall be set at the book value.
The book value
shall be calculated on the capital of the J.V. including the
equity capital,
retained earnings and reserves less any and all long and
short term
liabilities.
In case any of
the Parties would not agree upon the book value, the Parties
shall appoint an
independent internationally accepted auditing firm to make
such a
valuation. Such a valuation shall be binding to all Parties.
Should the
Parties not agree upon the auditing firm, the valuation shall
be
decided in an
arbitration pursuant to Article 4 of the General Provisions
of the Agreement.
9. WITHDRAWAL OPTION
--------------------
It is absolutely essential for the Parties
that the results from the preliminary
activities will give sufficient evidence
that:
i) the cobalt content
of the Slag as to quantity and quality will be to the
satisfaction of
the Parties as defined in Articles 2 of the Long Term Slag
Sales Agreement
in the Appendix 2 hereto.
ii) the commercial
exploitation is viable to the satisfaction of the
Parties, in
accordance to the feasibility studies, construction and
investment
calculations related to the processing as well as the other
activity plans
to be completed in accordance with Article 5.1 above.
<PAGE>
21
The Parties
shall have a period of consideration of 6 months starting on
the date of
entering into force of this Agreement. Should the conditions
defined in
sub-articles i) and ii) not be fulfilled within the said period
to the
satisfaction of any of the Parties, that Party shall have the
right
to withdraw from
this Agreement without any liability to pay any
compensation or
reimbursement of costs to other Parties or any
reimbursement of
its own expenses.
10. BUFFER STOCK
----------------
The Long Term
Slag and Cobalt Alloy Sales Agreements set out that the J.V.
shall constitute
and maintain a Cobalt Alloy Buffer Stock in KOKKOLA,
FINLAND
containing the equivalent of 6 months of delivery to KCO.
The J.V. shall
arrange for the accounts and manage the fluctuations of the
Buffer
Stock.
11. ADDITIONAL GUARANTEES
-------------------------
GECAMINES
undertakes :
(i) to guarantee for the J.V. an
unhindered access right to the Site,
either by not alienating to a third party or assigning to the J.V.
the
ownership of the strip of land through which access to the Site
is
made and such as mutually agreed, as well as the exclusive rights
to
the Slag.
(ii) to support
the obtaining of guarantees from the Government of the
Democratic Republic of Congo such as a guaranty for a favorable
fiscal
treatment, guarantees concerning the expatriation of the profits,
the
non-expatriation of the Plant and a guarantee that in the case
GECAMINES would be privatized, all its obligations resulting from
this
Agreement, would remain in force.
(iii) to support
the obtaining of other authorizations, permissions, fiscal
exemptions, export licenses, etc. on behalf of the Processing
Company
and/or the J.V.
<PAGE>
22
(iv) to give all
the necessary assistance to insure a continuous supply of
electricity and water to the Plant.
12. DEVELOPMENTS
----------------
Given the possible developments in the
processing technology in the coming years
and during the validity period of this
Agreement, the Parties shall examine the
possibility to improve the quality of the
production with the view to increase
its value added.
<PAGE>
23
III. GENERAL PROVISIONS
--------------------------
1.
HIERARCHICAL ORDER OF THE AGREEMENTS
--------------------------------------------
This Agreement
is part of the Agreements concluded between the Parties.
The aim of these
Agreements is to set up the terms and conditions of the
purchase of the
Slag located at the Site, the setting up of the J.V. and of
the Processing
Company and selling the Cobalt-bearing Alloy to KCO for
further
processing.
These Agreements
are :
(i) JOINT VENTURE
AGREEMENT
(ii)
LONG TERM
SLAG SALES AGREEMENT
(iii)
LONG TERM COBALT
ALLOY SALES AGREEMENT
(iv)
TOLLING
AGREEMENT
Although each
Agreement mentioned above can be interpreted independently
and according to
its own terms, it is to be noted that it is part of a
larger
contractual arrangement and that it has to be interpreted in
light
of the other
Agreement.
In the event of
a conflict, the Agreements listed above shall be
interpreted in
the above order so that a prior Agreement shall always
supersede a
later one.
2.
AMENDMENTS
------------------
Any amendments
or additions to this Agreement shall be valid only if made
in writing and
signed by duly authorized representatives of the Parties
hereto.
Should an
amendment or modification to this Agreement have an effect to
the
other
Agreements, the Parties undertake to change or modify these
other
Agreements in
order to avoid any conflicts between this Agreement and the
other
Agreements.
<PAGE>
24
3. RESTRICTIONS ON TRANSFERS
----------------------------
3.1. A Party shall not have the right to
sell, assign, transfer, pledge or
otherwise
dispose of the shares it holds in the J.V. unless priorily
consented in
writing by all the other Parties.
3.2. The provisions of Article 3.1. shall
not be applicable in the case of a
transfer, sale
or assignment of the shares by a Party to its affiliate
company provided
that the transfer, sale or assignment is total and is
imposed by
legitimate reorganization needs of the Party concerned.
For the purposes
of this Agreement, an affiliate company shall mean any
company or
entity which is a subsidiary or a parent of the transferor
Party
or which
directly or indirectly controls or is controlled by the
transferor
Party.
3.3. Any transfer described or permitted in
accordance with Articles 3.1 and 3.2
shall be subject
to the transferee giving its written undertaking to be
bound by all the
terms, conditions and undertakings of this Agreement and
the relating
Agreements.
3.4. Any transfer other than in accordance
with Article 3.1. and 3.2. shall not
be possible
without the prior written consent of all Parties.
4. ARBITRATION AND APPLICABLE LAWS
----------------------------------
In the event the
Parties are unable to settle a dispute in connection with
this Agreement
out of court, they agree the dispute shall be submitted to
the French
section of the tribunals of Brussels which shall give a verdict
pursuant to the
Belgian laws.
<PAGE>
25
5. CONFIDENTIALITY
------------------
5.1. Unless otherwise provided in this
Article, all reports, records, data or
any other
information of any kind whatsoever developed or acquired by any
Party in
connection with the activities of the J.V. and/or the
Processing
Company in the
DEMOCRATIC REPUBLIC OF CONGO controlled by the J.V., shall
be treated as
confidential and no Party shall reveal or otherwise disclose
such
confidential information to third parties without the prior consent
of
the other
Parties.
The above
restrictions shall not apply to the disclosure of confidential
information to
any affiliate companies or any private or public financing
institutions,
any contractors or subcontractors, employees or consultants
of the Parties
or of the J.V. or the Processing Company or to any third
party to which a
Party envisage the transfer, the sale, assignment,
encumbrance or
other disposition of all of its participation in the J.V. in
accordance to
the terms of the Article 3 above.
However, this
shall only be applicable provided the confidential
information
shall only be disclosed to third parties having a legitimate
need for this
information and the persons or company to whom such
disclosure is
made shall first undertake in writing to protect the
confidential
nature of such information, to the same extent as the Parties
are obligated
under this Article.
In addition, the
above restrictions shall not apply to any Government or
governmental
Department or Agency which has the right to require the
disclosure of
such confidential information.
These
restrictions shall also not apply to such confidential
information
which comes into
the Public Domain, except the fault from any Party.
This
confidentiality obligation shall survive for a period of 5
years
commencing at
the termination/dissolution of this Agreement.
The above
mentioned restrictions are not valid for information retained
by
GECAMINES
related to the Site.
<PAGE>
26
6. FORCE MAJEURE
----------------
6.1. The obligations of any Party shall be
suspended to the extent that the
performance of
its obligations is prevented or delayed, in whole or in part
by :
accidental act,
bad weather, floods, slides, mine disasters or major
accidents,
cave-ins, strikes, lock-out, labor disputes, labor shortage,
demonstrations,
riots, sabotage, laws, rules or regulations of agency or
governmental
bodies or any other event beyond such Party's reasonable
control.
The obligations
shall also be suspended in the event of governmental
actions or
inactions, restraints of governmental or other competent
authorities,
inability to obtain or unavoidable delay in obtaining
necessary
materials, facilities and equipment in the open market,
suspension or
refusal of access to the deposit Slag Site, interruption or
unavoidable
delay in communication or transportation, or any other cause,
whether similar
or not to those specifically listed, which shall be beyond
the reasonable
control of the Party.
6.2. In the event of such occurrences, the
Party affected shall give written
notice to the
other Parties as soon as possible after the occurrence of the
event causing
the delay or prevention, setting out full particulars and
estimating the
duration of the delay or prevention.
The Party
affected shall use all possible diligence to remedy the
situation
causing the
delay as quickly as possible.
The requirement
that any such delay shall be remedied with all possible
diligence shall
not require a Party to settle strikes, lock out or other
labor conflicts
contrary to its wishes and this type of difficulty shall be
handled within
the discretion of the Party concerned.
In the event the
situation of force majeure would remain enforce for more
than 6 months,
the Parties shall meet to analyze the situation en envisage
the termination
of this Agreement.
<PAGE>
7. NOTICES
----------
7.1. All notices required under this
Agreement shall be in writing and directed
to the
respective Parties at the following addresses :
If to OMG :
OMG EUROPE GMBH
Mr Kari MUURAISKANGAS
Morsenbraicherweg 200
D - 40470 DUSSELDORF
GERMANY
Tel : 00.49.211.96.18.80
Fax : 00.49.211.61.46.29
If to GGF :
c/o G.F.I. S.A.
Managing Director
Parc Industriel
B - 4400 IVOZ-RAMET
BELGIUM
Tel :
00.32.4.338.91.79
Fax :
00.32.4.338.91.86
If to GECAMINES
:
Mr General Director
Boulevard du Souverain 30
1000 BRUSSELS
BELGIUM
Tel : 00.32.2.676.89.98
Fax : 00.32.2.676.80.41
Fax Technical Direction : 00.32.2.676.80.48
Any notice shall be deemed to have been
given to any Party if personally
delivered to a designated officer of the
Party to whom the notice is addressed,
or if sent by registered mail, postage
prepaid, with return receipt, and
properly addressed as set forth herein, or
if sent by fax or telex to an
authorized representative with evidence of
transmission receipt.
The notice shall be effective as of the
moment of personal delivery, or in the
case of mailing, as of the date shown on
the return receipt, or in the case of
fax or telex, as of the date faxed or
telexed.
Any Party may, at any time, change the
address to which notices or
communications shall be given by written
notice to the other Parties.
<PAGE>
8. NO WAIVER
------------
The failure of a
Party at any time to require the performance of any
provision of
this Agreement shall not affect its right to execute that
provision and a
waiver by such Party upon a breach thereof shall not be
interpreted as a
waiver by such Party of any later non execution of such
provision or as
a waiver by such Party of any other provision of this
Agreement.
9. SEVERABILITY AND HEADINGS
----------------------------
9.1. If any provision of this Agreement or
its related Appendices should be null
and void, such a
nullity shall not invalidate all the other provisions in
this Agreement
or related Appendices. The Parties of this Agreement shall
endeavor to
negotiate so as to replace any null and void provision as well
as any other
affected provision.
9.2. The headings in this Agreement are
considered for convenience only and
shall not have
any effect or limit in interpreting the provisions of this
Agreement.
10. SOVEREIGN IMMUNITY
-----------------------
To the extent
that a Party may be entitled to claim in any jurisdiction in
which legal
proceedings may at any time be commenced with respect to this
Agreement, for
itself or its activities, properties or assets any immunity
either :
- from jurisdiction of any court or
arbitration
- from attachment prior to judgment, from
execution of a judgment or set-off
- from any other legal process, and to the
extent where such immunity could be
granted by that jurisdiction,
<PAGE>
LONG TERM SLAG SALES AGREEMENT
BETWEEN:
GECAMINES
AND:
J. V. GROUPEMENT POUR LE TRAITEMENT DU TERRIL DE
LUBUMBASHI
<PAGE>
2
THE PRESENT AGREEMENT IS ESTABLISHED IN ITS
ENTIRETY BY ALL THE ELEMENTS
HEREINAFTER SPECIFIED AND AS REFERRED TO IN
THE RESPECTIVE ARTICLES
I
DEFINITIONS
II SPECIAL
PROVISIONS
1
SCOPE
2
QUALITY AND QUANTITY
3
DELIVERY AND TITLE
4
PRICING
5
QUOTATIONAL PERIOD
6
BUFFER STOCK
7
PAYMENT
8
INVOICING CURRENCY AND PAYMENT PROCEDURES
9
WEIGHING, SAMPLING AND ANALYZING
10 TERM AND
TERMINATION OF THE AGREEMENT
11 TAXES AND
OTHER CHARGES AND FEES
12 HARDSHIP
13
LIABILITIES
14 COVENANTS
III GENERAL
DISPOSALS
1
HIERARCHICAL ORDER OF THE AGREEMENTS
2
AMENDMENTS
3
RESTRICTIONS ON TRANSFERS
4
ARBITRATION AND
APPLICABLE LAWS
5
CONFIDENTIALITY
6
FORCE MAJEURE
7
NOTICES
8 NO
WAIVER
9
SEVERABILITY AND HEADINGS
10 SOVEREIGN
IMMUNITY
11 APPENDICES
12 FURTHER
ENGAGEMENTS
13 GENERAL
CLAUSES
14 ENTERING
INTO FORCE
<PAGE>
3
The Present Agreement is concluded
between:
LA GENERALE DES CARRIERES ET DES MINES, a
public company organized and existing
under the laws of the Democratic Republic
of Congo, having its registered office
at Boulevard Kamanyola, B.P. 450,
Lubumbashi (Democratic Republic of Congo)
(hereinafter referred to as the SUPPLIER or
GECAMINES, or GCM)
on the one hand;
AND
J. V. GROUPEMENT POUR LE TRAITEMENT DU
TERRIL DE LUBUMBASHI,
having its registered office at JERSEY,
(hereinafter referred
to as the PURCHASER or GTL)
on the other hand;
WHEREAS the SUPPLIER is the owner of Slag
produced in its water-jacket ovens in
Lubumbashi, the Democratic Republic of
Congo, and containing among others
cobalt;
WHEREAS the PURCHASER intends to form a
subsidiary company (hereinafter referred
to as the Processing Company) in the
Democratic Republic of Congo to establish a
Plant in Lubumbashi for the main purpose of
processing all or part of the Slag
existing in the Site. The enriched product
obtained after processing is
hereafter referred to as Cobalt Alloy;
WHEREAS the SUPPLIER, in its position as
the owner of the Slag on the Site, is
willing to sell the Slag on a long term
basis as and when this Agreement shall
become effective and according to the terms
and conditions set out hereafter;
WHEREAS the Parties estimated in May 1995
that the total quantity of Slag
located in the Site was approximately 13
million tons, out of which at least
some 4 million dry tons were estimated to
correspond to the specifications of
the Frame Agreement signed on the 14th of
February 1996 and therefore suitable
for processing;
NOW THEREFORE THE PARTIES HAVE AGREED AS
FOLLOWS:
<PAGE>
4
I.
DEFINITIONS
The terms defined hereinafter shall for all
purposes of this Agreement and
related Contracts have the meanings
hereinafter specified, unless otherwise
specified :
AGREEMENT means this document signed by the
Parties and its appendices forming
an integral part of the present Agreement
as well as its possible amendments.
BUYER means OMG KOKKOLA CHEMICALS Oy (KCO),
a subsidiary of the OMG Group,
buying Cobalt Alloy in the Long Term Cobalt
Alloy Sales Agreement.
PURCHASER means the J.V. purchasing Slag in
the Long Term Slag
Sales Agreement.
COBALT BEARING ALLOY or TREATED MATERIAL
means the main end product of the
Processing Company (sometimes also called
"Cobalt Alloy") containing cobalt and
copper.
YEAR means calendar year beginning on 1st
of January and ending on 31st of
December.
UMPIRE means a person appointed by mutual
agreement of the J.V. and the Buyer or
GECAMINES in accordance with the Long Term
Slag Sales Agreement or Long Term
Cobalt Alloy Sales Agreement.
CIF means "cost, insurance and freight" as
defined in INCOTERMS, 1990 edition.
TOLLING AGREEMENT means the Agreement
concluded between the J.V. and the
Processing Company for the purpose of
processing Slag into Cobalt bearing Alloy.
LONG TERM COBALT ALLOY SALES AGREEMENT
means the Agreement whereby the J.V.
undertakes to sell Cobalt Alloy to the
Buyer and, the latter undertakes to buy
Cobalt Alloy from the J.V.
LONG TERM SLAG SALES AGREEMENT means the
Agreement whereby GECAMINES undertakes
to sell Slag to the J.V. and the latter
undertakes to buy Slag from GECAMINES.
<PAGE>
5
DATE OF DELIVERY means the date on which
the J.V. takes and becomes the owner of
the Site Slag according to the terms of the
ex-site delivery clause.
DDU means "delivery duty unpaid" as defined
in INCOTERMS, 1990 edition
EXW means "ex works delivery" clause as
defined in INCOTERMS, 1990 edition.
SUPPLIER means the GENERALE DES CARRIERES
ET DES MINES supplying Slag in the
Long Term Slag Sales Agreement.
J.V. means a private limited liability
company having its registered
office in JERSEY .
BUSINESS DAY means a day which is not a
Saturday, a Sunday or a public holiday
in Finland, The Netherlands or the
Democratic Republic of Congo.
KCO means OMG KOKKOLA CHEMICALS Oy, a
subsidiary of the OMG Group located in
KOKKOLA, REPUBLIC OF FINLAND and
established under the laws of the REPUBLIC OF
FINLAND.
LMB means the LONDON METAL BULLETIN.
LME means the LONDON METAL EXCHANGE.
SUPPLY LOT means a part of each delivered
supply of Cobalt Alloy containing
approximately 100 tons of Cobalt Alloy as
divided by the BUYER in KOKKOLA for
weighing, sampling, analysis and moisture
content determination.
EXPEDITION LOT means the tonnage of one
container of Cobalt Alloy dispatch from
the Processing Plant.
USED LOTS means the Lot or Lots of Cobalt
Alloy taken into usage by the BUYER
for a period of one month.
MONTH means calendar month.
PARTIES means the Parties to this
Agreement.
<PAGE>
6
QUOTATIONAL PERIOD means the Period defined
in Article 5 of the Long Term Slag
Sales Agreement or in Article 6.2 in the
Long Term Cobalt Alloy Sales Agreement.
WEIGHTS AND MEASURES
1 (metric) ton =
2,204.6 pounds avoirdupois
1 dmt or ts = 1
dry metric ton
1 wmt or th = 1
wet metric ton
TAKEN INTO USAGE means the taking of the
Cobalt Alloy either directly from the
ordinary commercial raw material Stock or
alternatively from the Buffer Stock as
a complement of the KOKKOLA Processing
Plant.
PROJECT means the conception and building
of a Processing Plant in LUBUMBASHI
for the purpose of exploiting the Slag Site
of LUBUMBASHI as well as the proper
operation of the Processing Plant, the
trading operations including related
operations and the distribution of the
profits.
PROCESSED SLAG means the Slag resulting
from the operations in the Processing
Plant
SLAG means cobalt bearing slag located in
the Site in THE DEMOCRATIC REPUBLIC OF
CONGO and to be used as feeding stock in
the Processing plant.
SITE or SLAG SITE means the area in the
Democratic Republic of Congo where the
Slag is located and available to be
delivered to the J.V. pursuant to this
Agreement (called Terril de LUBUMBASHI,
originating from the residues of the
WATER JACKET ovens of GECAMINES and namely
including the zones I, J, K1, K2 and
TAS G-L having an average cobalt content of
1,85% as described in further detail
in appendix 1 of the Frame Agreement
attached as Appendix 1 to this Agreement).
PROCESSED SLAG SITE means the area in the
Democratic Republic of Congo where the
processed slag will be stocked.
PROCESSING COMPANY means the Company to be
set up by the J.V. in the Democratic
Republic of Congo in the form of a SPRL for
the purposes of operating the
Processing Plant.
COMMERCIAL STOCK means the ordinary stock
of Cobalt Alloy enabling the regular
supply of OMG-KCO plant taking into account
the periodicity of maritime
arrivals.
<PAGE>
7
BUFFER STOCK means the Cobalt Alloy Stock
to be established at OMG in KOKKOLA,
FINLAND in accordance with article 10 of
the J.V. Agreement and to be kept
separate from the Ordinary Commercial
Cobalt Alloy Stock of OMG KOKKOLA
Chemicals Oy.
USD means the lawful currency of the UNITED
STATES OF AMERICA.
PROCESSING PLANT means the Plant to be
located in LUBUMBASHI in the DEMOCRATIC
REPUBLIC OF CONGO. The Plant shall be
operated by the Processing Company for the
purpose of processing Slag into Cobalt
bearing Alloy.
SELLER means the J.V. selling Cobalt Alloy
in the Long Term Cobalt Alloy Sales
Agreement.
<PAGE>
8
II. SPECIAL PROVISIONS
----------------------
1. SCOPE
-----
The Parties agree that, according to this
Agreement, the Slag located in the
Site corresponding to the specifications
set out in article 2 hereafter shall be
reserved and intended to the usage of the
PURCHASER and of the Processing
Company, in accordance with the terms and
conditions set out in this Agreement .
Hence, subject to the terms and conditions
of this Agreement:
(i) the SUPPLIER undertakes to sell the
Slag available in the Site and
corresponding to the quantities and
specifications set out in Article 2
hereafter to the PURCHASER.
(ii) the PURCHASER undertakes to buy the
Slag available in the Site and
corresponding to the quantities and
specifications set out in Article 2
hereafter from the SUPPLIER.
The SUPPLIER agrees not to sell the Slag
available in the Site and corresponding
to the quantities and specifications set
out in Article 2 below, to any other
buyer than the PURCHASER during the
validity period of this Agreement and except
with prior written consent of the
PURCHASER.
In support of the right to take the Slag in
the Site, the SUPPLIER hereby
irrevocably and unconditionally guarantees
to the PURCHASER and the Processing
Company a free and unhindered access to the
Site during the validity period of
this Agreement.
In order to safeguard the effectiveness of
this access, the SUPPLIER agrees
either not to alienate to a third party or
to transfer to the J.V. the use of
the strip of land through which access to
the Site is made and such as mutually
agreed.
<PAGE>
9
2. QUALITY
AND QUANTITY
---------------------
2.1. The Slag shall be delivered EXW the
Site.
2.2. Information on the quality and
quantity of the Slag is based at this stage
on information given by the SUPPLIER. This
Agreement covers the tonnages of the
Slag in stock zones I, J, K1, K2 and TAS-GL
(a map of the stock zones is
attached as Appendix 1 forming an integral
part of this Agreement) :
This represents at least 4 million dry tons
of Slag having the following average
analysis (and is attached as Appendix 2 and
forming an integral part of this
Agreement) :
-Co: 1.85%
-Cu: 1.39%
-Zn: 7.49%
The quantity of Slag mentioned in Appendix
2 should be sufficient for the
production of Cobalt Alloy containing 5,000
tons of Cobalt per year for a period
of 15 years.
2.3. Should the total tonnage of Slag
corresponding to the minimal
specifications be higher than the total
quantities indicated above, the
PURCHASER shall have the right of first
refusal to buy the excess of the Slag at
terms and conditions to be set out.
In case GECAMINES wants to utilize other
part of the stock than what is defined
in Article 2.2, the PURCHASER shall have
the right of pre-emption to use it
within 3 months after the written notice
addressed by
