APPENDIX TO THE AGREEMENT
On September 19, 1996
TVN Ltd. with its seat in Warsaw, hereinafter referred to as "TVN" represented
by Xx. Xxxxxxx Xxxxxx - the President of the Management Board and Mr. Xxxxxxxx
Xxxxxxxx - the member of the Management Board
and
Przedsiebiorstwo Realizacji i Koordynacji Budownictwa "REALBUD" Ltd. with its
seat in Cracow, hereinafter referred to as "REALBUD", represented by the
President of the Management Board Xx. Xxxxxxx Xxxxxxxxxxx
have agreed to the following appendix amending the agreement concluded on
September 4, 1996 by and between the parties stipulated above (hereinafter
referred to as the "Supplementary Agreement") concerning polishing up of the
resolutions to the agreement on the commencement of the capital cooperation with
reference to Telewizja Wisla Ltd. (hereinafter referred to as "Wisla").
Whereas, Krajowa Rada Radiofonii i Telewizji ("KRRiTV") intends to limit the
maximum shareholding of TVN in the share capital of Wisla to 49% in the
concession which is to be issued to Wisla.
The parties agreed as follows:
Article 1
1. The obligation of REALBUD to sell the shares in the share capital of Wisla
referred to in art. 3 par. 1 of the Supplementary Agreement (hereinafter
referred to as the "Shares") shall be the obligation concerning both TVN,
as well as the entity stipulated by TVN as authorized to claim the
execution of the Sale of Shares Agreement (hereinafter referred to as the
"Authorized Entity". In the case of execution of the Sale of Shares
Agreement with the Authorized Entity, the obligation of REALBUD to execute
such
agreement is unconditional and REALBUD shall be obliged to execute the
Sale of Shares Agreement on the first order of the Authorized Entity
dispatched up to August 31, 1997.
2. An irrevocable power of attorney granted by REALBUD to Altheimer and Gray
Polska Ltd. in art. 3 par. 3 of the Supplementary Agreement shall include
the execution of the Sale of Shares Agreement with the Authorized Entity.
Article 2
Other provisions of the Supplementary Agreement shall not be amended.
Article 3
The hereby appendix has been issued in one counterpart.
REALBUD LTD. TVN LTD.
/illegible signature/ /illegible signature/
APPENDIX No 1 TO THE AGREEMENT
On September 19, 1996
TVN Ltd. with its seat in Warsaw, hereinafter referred to as "TVN" represented
by Xx. Xxxxxxx Xxxxxx - the President of the Management Board and Mr. Xxxxxxxx
Xxxxxxx - the member of the Management Board
and
Przedsiebiorstwo Realizacji i Koordynacji Budownictwa "REALBUD" Ltd. with its
seat in Cracow, hereinafter referred to as "REALBUD", represented by the
President of the Management Board Xx. Xxxxxxx Xxxxxxxxxxx
have agreed to the following appendix amending the agreement concluded on
September 4, 1996 by and between the parties stipulated above (hereinafter
referred to as the "Agreement") concerning polishing up of the resolutions to
the agreement on the commencement of the capital cooperation with reference to
Telewizja Wisla Ltd. (hereinafter referred to as "Wisla").
Whereas, REALBUD applied to TVN for modifications in the form of the payment
stipulated in the Advance Payment Agreement;
Whereas, Krajowa Rada Radiofonii i Telewizji ("KRRiTV") intends to limit the
maximum shareholding of TVN in the share capital of Wisla to 49% in the
concession which is to be issued to Wisla.
The parties agreed as follows:
Article 1
1. A part of the advance payment referred to in art. 6 par. 1 item a) of the
Agreement in the amount constituting the equivalent in zlotys of 1,500,000
(one million five hundred thousand) American dollars, shall be payable in
the form of an irrevocable letter of credit opened by Bank Rozwoju
Eksportu S.A. (hereinafter referred to as the "Bank"). For the purposes of
establishing the zloty equivalent of the above mentioned amount, the
purchase rate for American dollars applied by the Bank on the date of
opening the letter of credit shall be used.
2. The letter of credit referred to in par. 1 shall be valid up to October
31, 1996. In order to obtain by REALBUD the payment from the letter of
credit, the Bank shall be obliged to obtain the following documents:
1) copy of the letter of TV Wisla Ltd. to KRRiTV, confirming the
receipt of the letter by KRRiTV on 13.09.1996, together with the
copies of the following documents attached thereto: a)list of
shareholders of TV Wisla Ltd, stating that TVN Ltd. is the owner of
3,450 (three thousand four hundred and fifty) shares in the share
capital of TV Wisla Ltd, with the confirmation of the Register Court
as of 13.09.1996.
b) consent of the supervisory board of TV Wisla Ltd. for the
disposal by REALBUD Ltd. of 3,450 shares in the share capital
of TV Wisla Ltd. for the benefit of TVN Ltd.
c) representation of Xx. Xxxxxxxx Xxxxx stating that he gives up
the preemptive right to which he is entitled, with reference
to 3,450 shares disposed by REALBUD for the benefit of TVN
Ltd.
2) copy of the new concession for the distribution of a regional
television programme granted by KRRiTV Wisla Ltd.
Article 2
1. The obligation of REALBUD to sell Other Shares pursuant to art. 5 par. 1
and 2 of the Agreement shall be the obligation concerning both TVN, as
well as the entity stipulated by TVN as authorized to claim the execution
of the Sale of Other Shares Agreement (hereinafter referred to as the
"Authorized Entity"). In the case of execution of the Sale of Other Shares
Agreement with the Authorized Entity, the obligation of REALBUD to execute
such agreement is unconditional and REALBUD shall be obliged to execute
the Sale of Other Shares Agreement on the first order of the Authorized
Entity dispatched within the time limit referred to in art. 5 par. 2 of
the Agreement.
2. An irrevocable power of attorney granted by REALBUD to Altheimer & Gray
Polska Ltd. in art. 7 of the Agreement shall include the execution of the
Sale of Shares Agreement with the Authorized Entity.
Article 3
Other provisions of the Supplementary Agreement shall not be amended.
Article 4
The hereby appendix has been issued in one counterpart.
REALBUD LTD. TVN LTD.
/illegible signature/ /illegible signature/
