Norwest Corporation and Subsidiaries - Page 46

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              As contemplated, petitioner's blocked deposits totaling $12.5           
         million were converted on April 14, 1987, at the official exchange           
         rate of 23.616 cruzados to one U.S. dollar, into Cz$295,200,000.             
         MRC in turn transferred the cruzados to IFC in consideration for 50          
         percent of IFC's equity interest in PCC, some 32,524,650 shares.             
         IFC provided MRC a receipt acknowledging this payment.30 This                
         transaction extinguished the $12.5 million debt; moreover,                   
         petitioner agreed to maintain its equity investment in Brazil for            
         12 years.                                                                    
              Also on April 14, 1987, IFC and MOIL entered into a                     
         Repatriation Guarantee Agreement, whereby IFC guaranteed that in             
         the event MOIL sold the PCC stock and was unable to repatriate the           

               30   The receipt states, in relevant part, as follows:                 
                      IN THIS FORM, INTERNATIONAL FINANCE                             
                      CORPORATION ("IFC"), * * * acknowledges                         
                      receipt of Cz$ 295.200.000,00 (Two                              
                      hundred, ninety five million, two                               
                      hundred thousand cruzados), equivalent                          
                      to US$ 12,500,000 (twelve million five                          
                      hundred thousand dollars) as of this                            
                      date of April 14 at the exchange rate of                        
                      Cz$ 23,616 from MINNETONKA                                      
                      REPRESENTACOES COMERCIAIS LTDA.                                 
                      ("MINNETONKA"), * * * for the sale to                           
                      the latter of 32,524,650 shares from the                        
                      capital stock of PAPEL E CELULOSE                               
                      CATARINENSE S.A., * * * of which shares                         
                      IFC is the legal owner, * * * for which                         
                      receipt IFC hereby grants MINNETONKA                            
                      total, general and irrevocable quittance                        
                      for said sale of shares.                                        







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