PUNITIVE ADMINISTRATIVE PROCEEDING CVM No. 12/04
AGREEMENT
The COMISSÃO DE VALORES MOBILIÁRIO [Securities and Exchange Commission], hereinafter called simply CVM, represented herein by its Chairman, Mr. Marcelo Fernandez Trindade, party of the first part, and the parties hereinafter called the PROMISORS, parties of the second part, namely,
GRAMERCY PARTICIPAÇÕES LTDA., a private-law legal entity constituted as a sociedade limitada [limited company], with charter and first and second amendments duly recorded with Office No. 3 of Titles and Documents and Registration Records ofLegal Entities under, respectively, numbers 0407624/2001; 0415671/2001, and 0447309/2002, registered in the CNPJ/MF [National Register of Legal Entities/Taxpayer] under number 04.590.297/0001-43; JAY JOHNSTON. American, U.S. passport No. 034768885, with office at 20 Dayton Avenue, Greenwich, Connecticut 06830, USA;
ROBERT KOENIGSBERGER, American, U.S. passport No. 025932011, with office at 20 Dayton Avenue, Greenwich, Connecticut 06830; U.S.A.;
and
RONEN OLSHANSKY, American, domiciled at 2311 4th Street, Apartment 303, Santa Monica, California 90405, U.S.A.,
All represented herein by Dr. NELSON LAKS EIZIRIK, Brazilian, Attorney at Law, registered in the OAB/RJ [Bar Association of Rio de Janeiro] under number 38.730, taxpayer No. 157.629.630-04,
In consideration of the offer formulated in the file of Processo Administrativo Sancionador ("PAS") [Punitive Administrative Proceeding] CVM No. 12/04, approved by the CVM Board at its meeting on 03 October 2006, resolved, pursuant to Article 11 (5) of Law No. 6.385172, and Article 7 (I and II) of CVM Deliberation No. 390/01, and their respective subsequent amendments, to enter into the within AGREEMENT based on the following articles:
Article 1 — The PROMISORS undertake, as a condition of acceptance of the Agreement, to pay the sum of R$ 70,000.00 (seventy thousand reais), which said sum shall be used by the CVM at its discretion and judgment exclusively.
Article 2 — The payment specified in the preceding article shall be made via the Guia de Recolhimento da Uniao (GRU) [Collection Form], within 10 (ten) days from the date of publication of the within document in the Diário Oficial da União. The Guia de Recolhimento da Uniao (GRU) (Collection Form], available at www.stn.fazenda.gov.br, shall comply with Code Nos. 173030 for Preferred Unit (CVM), 17202 for Management, and 10171-0 for Collection (CVM -Agreement), and Reference number 1204.
Article 3 — Within 10 (ten) days from the date of payment of the GRU, the PROMISORS shall send to the Coordenação de Controle de Processos Administrativos (CCP) [Coordination of Supervision of Administrative Procedures] a copy of the payment receipt issued, for addition to the documents in the file of the proceeding and as proof of performance ofobligation.
Article 4 — The PROMISORS shall be liable for full performance of their obligations and for compliance with the conditions established herein.
Article 5 — Pursuant to Article 1I (6) ofLaw No. 6.385n6, the signing of the within AGREEMENT shall constitute neither admission by any of the PROMISORS as to de facto material nor acknowledgment of wrong doing.
Article 6 — The progress of the PAS shall be suspended in relation to the PROMISORS effective from the date ofpublication of the AGREEMENT in the Diário Oficial da União for the period stipulated for the performance of the undertakings assumed.
Article 7 — The Superintendencia Administrativo-Financeira (SAD) [Office of the Administrative/Financial Superintendent] must certify the performance of the undertakings agreed upon in the AGREEMENT.
Article 8 — After performance of all the undertakings agreed upon herein, as duly certified by the SAD and approved by the Board of the CVM, the PAS proceeding shall be permanently archived with respect to the PROMISORS.
Article 9 — If the PROMISORS do not perform the undertakings assumed in this
AGREEMENT, said AGREEMENT shall be established as an extrajudicial enforceable document pursuant to the provisions of Article 11 (7) of Law No.6.385/76, and the CVM shall continue prosecution of the PAS proceeding, pursuant to the terms of subsection 8 of said article.
This AGREEMENT is signed, as just and agreed upon, in three copies of like tenor and form, and shall be published in the Diário Oficial da União in order that it may produce all its de jure effects.
Rio de Janeiro, 30 March 2007
COMISSÃO DE VALORES MOBILIÁRIO
[Securities and Exchange Commission]
Marcelo Fernandez Trindade
GRAMERCY PARTICIPAÇÕES LTDA
JAY JOHNSTON
ROBERT KOENIGSBERGER
RONEN OLSHANSKY
Witnesses:
Name: Brika Ribeiro Mendes
Taxpayer ID No.: 911.562.701-15
Name: Regina Lucia Bentes Martins
Taxpayer ID No.: 185.530.877-00