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CONTRACT ON TAKING OVER OF DEBT
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1. CONTRACTING PARTIES
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1.1. Original Debtor
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Business name : EuroWeb International Corporation
Seat and Registration: registered under the laws of the State of
Delaware, having its
registered office at c/o United Corporate
Services Inc. 00 Xxxx
Xxxxx Xxxxxx Xxxxx, 00000 Xxxxxxxx XXX,
having its IRS no:
33696015, with company's headquarter at
1138 Budapest, Hungary,
Vaci ut 141.
Represented by : Xxxxx Xxxx, national of Hungary
residing at 1022 Bimbo ut 94, Budapest.
acting as CEO authorized to sign
independently pursuant
to extract from the Commercial Registry
( hereinafter referred to as the
,,Original Debtor" )
1.2. New Debtor
Business name : DanubiaTel, a.s.
Seat : Xxxxxx 0
000 00 Xxxxxxxxxx
Company ID : 35 831 545
Registered in : the Commercial Registry of the District
Court of Bratislava I
Division: Sa, Entry No.: 2922/B
Represented by : Ing. Xxxxx Xxxxxx,
Chairman of the Board of Directors
( hereinafter referred to as the
,,New Debtor" )
1.3. According to the Section 531 et seq. of the Civil Code, the Original Debtor
and the New Debtor enter into the following Contract on Taking Over of
Debt.
2. INTRODUCTORY PROVISIONS - DEFINITIONS
2.1. Contract means the present Contract on Taking Over of Debt, as well as all
legal documents amending and updating it, and all legal documents included
in the Contract, relating to the Contract in terms of the content or
referred to in the Contract by the contracting parties.
2.2. Creditor for the purposes of this Contract means the company EuroWeb
Slovakia, a.s., having its seat at Xxxxxxxxxxx0/X, 000 00 Xxxxxxxxxx,
Company ID: 35 698 446, registered in the Commercial Registry of the
District Court of Bratislava I, Division: Sa, Entry No. 1156/B
2.3. Contract on Loan for the
purposes of this Contract means the Contract on Loan made on April 01,
2005, by and between the Creditor and the Original Debtor, including all
its annexes, amendments and supplements on the basis of which the Creditor
provided the Original Debtor with the loan in the total amount of USD
930,000 and the Debtor is committed to repay the provided loan within the
agreed period of time and also to pay the interest in the amount of 3 % p.a
( three percents per annum) within the agreed period of time, all under the
terms specified in more detail in the respective contract. The copy of the
Contract on Loan is hereto annexed as an Annex No.1 to the Contract.
2.4.Accessories for the purposes of this Contract mean the interest, delay
interest, fee for delay and other expenses relating to the corresponding
debt.
3. OTHER INTRODUCTORY PROVISIONS
3.1. The Original Debtor makes a binding representation that on the basis of the
point 2, letter (D) of the Contract on Loan it is obliged to return to the
Creditor latest up to April 08, 2007, the whole amount of the loan provided
in the amount of USD 930,000 ( hereinafter referred to as the ,,Loan
Principal" ) and also according to the point 5. of the Contract on Loan it
is obliged to pay the amount corresponding to the agreed interest of 3 %
p.a. (hereinafter referred to as the "Interest") in the annual instalments
(the last one in the term above stated).
3.2. The debt of the Original Debtor, which represents according to the
provisions of the Article 4. hereof the subject of taking-over by the New
Debtor means the liability of the Original Debtor to return the Loan
Principal to the Creditor together with the liability to pay the Interest
arising according to the point 3.1. of the Contract from the appropriate
provisions of the Contract on Loan (hereinafter referred to as the
,,Debt").
4. SUBJECT OF THE CONTRACT
4.1. On the basis of this Contract, the New Debtor takes over the Debt
stipulated in more detail in the point 3.2 of the Contract with all its
Accessories and all the rights and obligations relating to it in full
scope, while the Original Debtor undertakes to pay a reward stipulated in
the provisions of the Article 5 of the Contract to it. 4.2. Taking-over of
the Debt by the New Debtor according to the point 4.1. of the Contract
shall come into effect between the contracting parties by the day of
granting the consent by the Creditor to the Original or New Debtor.
5. REWARD, PAYMENT TERMS
5.1. The contracting parties agreed that the Original Debtor is obliged to pay
the reward in the amount of USD 930,000 (hereinafter referred to as the
"Reward") to the New Debtor for taking over of Debt according to the point
4.1 of this Contract. 5.2. The contracting parties agreed that the Original
Debtor will pay the Reward to the New Debtor upon signing this Contract by
both contracting parties.
6. FINAL PROVISIONS
6.1. All liability relations between the contracting parties arising from the
Contract shall be governed by the legal order of the Slovak Republic,
mostly the appropriate provisions of the Civil Code, as well as other
generally binding legal regulations. The parties will attempt to settle all
and any disputes or differences arising out of or in connection with this
Contract through negotiations. If the parties are unable to resolve the
dispute through negotiations within thirty (30) days, it shall be settled
exclusively by under the Rules of Arbitration of the International Chamber
of Commerce by one or more arbitrators appointed in accordance with the
said rules. The language of any arbitration proceedings shall be English.
The venue of arbitration shall be Vienna.
6.2. The Original Debtor hereby declares that it has no such arrangements with
the Creditor which would be in contradiction with the transfer of debt
according to this Contract.
6.3. Unless the Contract stipulates otherwise, all the claims arising from the
Contract must be enforced against the other party in writing via a
registered letter or handed over in person. If sent via post, the day of
registered letter delivery by the post office to the address stated in the
heading of this Contract is deemed to be the day of the claim exercise and
if the address of the contracting party is changed in the future then to
the address of the contracting party stated at that time at the appropriate
Commercial Registry. The effects of the delivery of written filings for the
purposes of this Contract are also met if the recipient of the appropriate
filing does not take it over within the determined time period or if it
refuses to take it over without stating the reason.
6.4. The contracting parties agreed that the New Debtor may assign or transfer
its financial claims from the Original Debtor arising from the provisions
of this Contract (or their parts), mostly (but not limited to) the claim
for the settlement of Reward in any manner to third parties only with the
prior written consent of the Original Debtor.
6.5. The Contract comes into validity when signed by both contracting parties
and it comes into effect according to the point 4.2. hereof.
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6.6. The contracting parties confirm and agree not to provide to third parties
and not to disclose the terms of the Contract and information relating to
the deal established hereof which could harm their mutual relations, and/or
interests of any of the contracting parties.
6.7. Any amendments and supplements to the Contract may only be made in the form
of written annexes signed by both contracting parties.
6.8. The Contract is made in 4 (four) copies, each contracting party shall
receive 2 (two) copies when signing the Contract.
6.9. The contracting parties have read the Contract, all its provisions are
clear and understandable to them, they express their free and serious will
free of any errors in witness whereof they attach their signatures to it.
For and in behalf of the Original Debtor For and in behalf of the New Debtor
Signature: ............................ Signature: ............................
Name : Xxxxx Xxxx Name : Ing. Xxxxx Xxxxxx
Position : CEO Position : Chairman of the Board
of Directors
Date : In Bratislava, April 15, 2005 Date : In Bratislava,
April 15, 2005
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Signature: ...........................................
Name : Xxxx Xxxxxxxxx
Position: CEO
Date : In Bratislava, April 15, 2005
