* Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed separately with the Securities and
Exchange Commission.
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CONTRACT OF TELEVISION BROADCASTING
AND
ADVERTISING EXPLOITATION OF MATCHES
In Athens, today the 29th day of December 1995, the day of Friday,
by and between
The legal entity of private law status with the title "FOOTBALL SOCIETES
ANONYMES ASSOCIATION" (EPAE), which has its registered office in 42
Themistokleous St. Athens, and is legally represented by the President of EPAE
Xx. Xxxxxx Xxxxx.
and
The societe anonyme with the company name "NETHOLD HELLAS S.A.", which has its
registered office in 76 Katechaki and Kifissias St., Athens and is legally
represented by the Vice-President of its Board of Directors Xx. Xxxxxxxxxxxxx
Xxxxxxxxxx and its General Manager, Xx. Xxxxxxxxxxx Xxxxxxxxxxxx.
the following points are agreed upon and mutually accepted:
The first contracting party (hereinafter referred to as "EPAE"), which in this
case acts according to the provisions of Law 1958/91, the provisions of the
Statutes, Rules and Regulations of the Hellenic Football Federation (EPO), and
the provisions of the Regulations of Football Matches (KAP) which is in force at
the present (everything
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that is mentioned above came to the knowledge of the second contracting party of
the present contract), and according to the decision of its Board of Directors
dated on 19.12.1995, has negotiated the assignment of the live and tele-recorded
television broadcasting and advertising exploitation rights for the A, B and C
Divisions matches as well as of the television programme "THE TIME OF THE
CHAMPIONS". For this purpose it is agreed as follows:
1. ASSIGNED RIGHTS AND CO-EXPLOITATIONS
1.1. According to and in execution of the above mentioned points, EPAE with
the present contract assigns to NETHOLD the following rights or possibilities or
projects:
1.1.1. RIGHTS OF LIVE ENCRYPTED TELEVISION BORADCASTING IN GREECE AND CYPRUS
that is
a. the right of a live television broadcasting on Saturdays, of * entire matches
of the championship within the competence of EPAE, for the periods * of the A
Division (hereinafter referred to as "the SATURDAY MATCH").
b. the right of a live television broadcasting on Sundays, of * entire matches
of the championship within the competence of EPAE, for the periods * of the A
Division (hereinafter referred to as "the SUNDAY MATCH").
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c. the right of a live television broadcasting on Mondays, of * entire matches
of the championship within the competence of EPAE, for the periods * of the A
Division (hereinafter referred to as "the MONDAY MATCH").
d. the right of tele-recorded television broadcasting of the highlights of all
the matches of each playing day of the A Division championship within the
competence of EPAE. Especially, as far as the six matches simultaneously played
on Sundays are concerned, NETHOLD has the right to show tele-recorded highlights
in the context of a special NETHOLD programme (hereinafter referred to as "THE
TIME OF THE CHAMPIONS" or as any other title NETHOLD chooses). The above
mentioned programme will be broadcast forty-five minutes after the end of the
matches.
e. the right of a live or a tele-recorded television broadcasting of any and as
many of the entire matches or of the highlights of these matches, of the B and C
Division championships within the competence of EPAE (hereinafter referred to as
"B-C Division matches").
f. The total number of the A National Division matches which shall be broadcast
live in each playing period cannot be higher than * unless more matches must be
broadcast in execution of the present contract's stipulations.
1.1.2. RIGHTS OF RECORDED ENCRYPTED BROADCASTING FOR GREECE AND CYPRUS
that is, the right of the encrypted tele-recorded broadcasting in Greece and in
Cyprus of any and as many of the matches and highlights mentioned above.
(hereinafter referred to as "NETHOLD tele-recorded broadcastings").
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1.1.3. POSSIBILITIES AND CO-EXPLOITATION PRJECTS
meaning that the exploitation with joint efforts and for the mutual benefit
depending on the result, of the following rights and possibilities of EPAE, is
agreed:
A: OF BROADCASTINGS ABROAD
that is, of the exploitation abroad of the possibility of a live or/and one or
more tele-recorded broadcasting(s) by a foreign station/foreign stations or by a
Greek station for broadcastings abroad, or directly to satellite receivers, of
any and as many of the matches mentioned above or of highlights of these matches
or of the programme "THE TIME OF THE CHAMPIONS" or of a match or matches of the
B-C Division or of highlights of these matches (hereinafter referred to as
"broadcastings abroad", as it is especially defined in ANNEX A of the present
contract.
B. OF TELERECORDED BROADCASTINGS IN GREECE & CYPRUS BY A GENERAL RECEPTION
STATION OF NATIONAL RANGE
that is, of the exploitation of the right of tele-recorded broadcast in Greece
and Cyprus by one or more general reception station(s) of national range, of any
and as many of the matches mentioned above (A,B,C Divisions)(hereinafter
referred to as "tele-recorded broadcastings of national range"), with the
qualification that for a national range station/stations, only the tele-recorded
broadcastings of three of the A Division matches broadcast live by NETHOLD on
each playing day, is allowed. The tele-recorded broadcasting of the A Division
matches is allowed only after 11:45 p.m. of the same day when the same match was
broadcast live. On the revenues derived by this exploitation, NETHOLD is
entitled to receive * % and EPAE * %. NETHOLD is not obliged to proceed to this
exploitation if it does not wish to do so.
The settlement of the revenues coming in from this exploitation is made in the
same way as it is defined in ANNEX C of the present contract.
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C. OF TELE-RECORDED BROADCASTINGS TO REGIONAL & LOCAL GENERAL RECEPTION
STATIONS
that is, of the exploitation of one or more tele-recorded broadcasting(s) of any
and as many of the matches mentioned above or of the matches or of the programme
"THE TIME OF THE CHAMPIONS", by Greek regional or local television stations, as
defined in ANNEX B of the present contract.
D. OF HIGHLIGHTS EXPLOITATION
that is, of the exploitation of the highlights (or, if possible, of the
informative highlights too) as defined in ANNEX C of the present contract
(hereinafter referred to as "highlights exploitation").
E. OF PAY PER VIEW BROADCASTINGS' EXPLOITATION
that is, of the exploitation of the right of the live or tele-recorded
broadcasting of any and as many of the matches of the A, B, and C Divisions,
using the system of selective television viewing (PAY PER VIEW SYSTEM), as
defined in ANNEX D of the present contract.
F. OF THE EXPLOITATION OF THE POSSIBILITIES IN THE FIELD OF TV/FILM
PRODUCTIONS
that is, of the exploitation as well as of the development in any way of any
other rights and possibilities that EPAE has, regarding television or/and film
productions and productions in general, or possibilities in the field of
incorporating by the production, of the television rights on a material carrier
of sound or image or of sound and image and of trading of these rights, or in
the field of modern telematic for the sports funs (hereinafter referred to as
"co-exploitations/developments"), as
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defined in ANNEX F of the present contract, or in the field of radio
broadcastings as defined in ANNEX G of the present contract.
1.1.4. RIGHTS OF ADVERTISING EXPLOITATION
that is, the right of the exclusive advertising exploitation in any way
(television advertisements, television sponsorships, assignment of the
advertising exploitation right itself etc.) of the above mentioned rights of
television and radio broadcasting. Wherever, from now on or in the ANNEXES, the
use of any television or radio broadcasting right is mentioned, it is agreed
that NETHOLD has also the rights of advertising exploitation, without being
necessary to mention it expressly. (hereinafter referred to as "rights of
advertising exploitation").
2. *
2.1. *
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2.2. It is expressly agreed that the use of decoders in public places for the
broadcasting in these places of the matches mentioned above is forbidden.
NETHOLD has to take instant measures and stop the operation of such decoders.
However, the contracting parties agree to examine jointly the possibility of
allowing the use of decoders in public places for the broadcasting of the above
mentioned matches, if this action is combined with a raise of the subscription
fee and a right of EPAE to a percentage of this raised subscription fee.
3. EXCLUSIVITY OF THE ENCRYPTED BROADCASTING
3.1. The rights mentioned in clause 1 of the present contact, with the exception
of the "broadcastings abroad", the "national range general reception
broadcastings", the "co-exploitations developments" (except PAY FOR VIEW) and
the "radio broad-castings", concern exclusively the encrypted television
broadcastings by NETHOLD, in Greece and Cyprus (PAY TV) by the NETHOLD Pay TV
station in Greece and by "LUMIERE TV" station in Cyprus.
3.2. NETHOLD does not have the right to concede the * another legal entity or
natural person except if it is expressly provided in the present contract.
3.3. After a specific time limit of its own choice and following an earlier
written notice to EPAE, NETHOLD is entitled to carry out (entirely or partly)
the broadcastings mentioned in paragraphs 1.1. and 1.1.2. by another Pay TV
station in Greece, and this does not constitute a concession of NETHOLD's rights
and obligations, because - as long as the legitimate interests of EPAE are not
affected - NETHOLD is not restricted by the present contract regarding the
accession of the matches' broadcastings and, in general, the exercise of all or
some of the rights or possibilities or projects it acquires with the present
contract regarding the accession of the matches' broadcastings and, in general,
the exercise of all or some of the rights or possibilities or projects it
acquires with the present contract, by the programme NETHOLD broadcasts at the
moment, or by any other programme it will transmit in the future, or if NETHOLD
is going to use all the programmes it will probably
8
transmit in the future in order to broadcast the matches, as long as all of its
programmes are broadcast encrypted.
3.4. By the present contract, NETHOLD is appointed by EPAE as * carrier of the
broadcasting rights for the matches of the A, B, and C Divisions Championships,
and, in the context of and by the present contract, NETHOLD is entitled to be
presented in any way as the official carrier of these rights or to use any term,
words, phrase or phrases or logo of its own choice, by which it should be
mentioned and followed that * NETHOLD * EPAE is liable to proceed in any
necessary action in order to prevent any third party - including the stations
which have highlights broadcasting contracts - from using a word or words, or a
phrase or phrases, or a logo or logos that are in conflict with the regulations
of the previous sub-paragraph, or violate them in any way, or give the
impression that *
* the broadcasting rights of the matches of the A, B, and C Divisions or the
other possibilities included in the present contract, in general.
4. FRAMEWORK OF THE CONCEDED RIGHTS' EXERCISE
For the best exercise of the rights that are conceded with the present contract
as well as that of the co-exploitations that are agreed, it is agreed as
follows:
4.1. DETERMINATION OF MATCHES
4.1.1 The Saturday, Sunday, and Monday match/matches that is/are going to be
broadcast by NETHOLD, are set by EPAE after NETHOLD's suggestion. NETHOLD's
suggestion will concern each time the four following playing days of
9
the championships. It is possible for more entire matches to be broadcast on
Saturdays, Sundays and Mondays, if EPAE agrees.
4.1.2. EPAE has the right to refuse the determination of a match suggested by
NETHOLD if there are serious and justified reasons, such as reasons regarding
the obligations of the teams abroad, or the participation of the players in
matches of the National Team or the participation of the teams in Football Cup
matches. Also for the last four playing days, a match will not be set to be
played on Saturdays or Mondays, if the result of this match sways - as far as
the general football rating is concerned - a match played on Sunday.
4.1.3. The determination of the Saturday, Sunday or Monday matches, must be made
in a way that is convenient for the playing schedule of the teams, in
collaboration with NETHOLD and always on condition that at least three matches
must be broadcast live on each playing day.
4.1.4. At least eight of the matches of each team which is among the seven first
in the general rating of the previous period, must be included in the matches
broadcast in each football period.
4.2. PLAYING OF MATCHES
4.2.1. TIME
EPAE promises and guarantees that the entire Saturday, Sunday and Monday matches
schedules to be broadcast live, will be broadcast at the time scheduled by EPAE,
which must fall under the broadcasting zones provided in article 14 of UEFA. The
Sunday match is always set after the end of the broadcasting of the programme
"THE TIME OF THE CHAMPIONS", unless if NETHOLD asks for the match to start
earlier. EPAE must take into consideration NETHOLD's suggestions when it
schedules the starting time of the matches, especially if NETHOLD advances
important reasons for it such as better broadcasting of the match at the
suggested time, avoidance of match broadcast's coincidence with the
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broadcasting of another match and in general other events that can probably
affect either the television viewing ratings of the match to be broadcast, or
NETHOLD's engagements for the broadcasting of other events etc. EPAE has to
change the starting time of the match, to a time within thirty minutes earlier
or later from the above mentioned starting time, provided that such a change has
been asked for by NETHOLD in writing, at least three days before the day of the
match the starting time of which is requested to be changed, and provided that
there are not any exceptional facts forbidding the change (transportation
problems, public order reasons etc.).
4.2.2. DAY
EPAE has to set the Saturday match on Xxxxxxxxx, xxx Sunday match on Sundays and
the Monday match on Mondays. In case of any special circumstances (such as team
obligations in European Cups, National Team obligations, Cup matches, public
order reasons and security reasons etc.), EPAE may for once set a playing day
other than Saturday for a match scheduled to be broadcast on Saturday (Saturday
match), or a playing day other than Sunday for a match scheduled to be broadcast
on Sunday (Sunday match), or a playing day other than Monday for a match
scheduled to be broadcast on Monday (Monday match). EPAE has to notify NETHOLD
of the probable change of the playing day of that match as soon as possible and
at least 15 days before the day a match was scheduled to be played. The match or
matches will be played on a day set after a joint agreement of the two
contracting parties, while NETHOLD has the right to broadcast these matches live
in a way most suitable to itself.
4.2.3. In case that a match scheduled to be broadcast by NETHOLD is postponed
because of force majeure, the rights of NETHOLD for the broadcasting and the
advertising exploitation are in force for the match when it will be played,
regardless of the fact that another match is going to be broadcast instead of
the one that was canceled, interrupted or postponed.
4.2.4. In case that any match is postponed, interrupted or canceled, NETHOLD
keeps the right either to broadcast another match or to broadcast the specific
one when played, or both of the above.
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4.2.5. If, for any reason, a Saturday, Sunday or Monday match or matches is/are
played and its/their live broadcast is not possible because of force majeure or
technical reasons, then the rights of NETHOLD are in effect for two recorded
broadcasts of this match or matches.
4.2.6. The present contract does not affect the rights of EPAE as well as those
of its members regarding the exploitation of the television broadcasting and
advertising exploitation rights for any of the matches played during
international tournaments and are not covered by the present contract.
4.2.7. EPAE has to provide NETHOLD for each playing day of the championship with
one hundred and fifty (150) free invitations or tickets for three A Division
matches (50 tickets for every match) selected by NETHOLD.
4.2.8. The above are equally valid for the matches of the B - C Divisions, but
their exploitation is not going to be a NETHOLD obligation. Furthermore, the
contracting parties are bound to find ways of a better exploitation of the
broadcasting rights of the B - C Division matches, and EPAE is obliged,
following a suggestion made by NETHOLD, to proceed to such arrangements on the
determination of the day and time when the matches that are going to be
broadcast will be played, that - without affecting the football rules and
regulations or the arrangements with the Greek Organization of Football
Prognostics (OPAP) - will secure the possibilities of exploiting the
broadcasting rights of these matches, especially if the broadcasting of these
matches is imperative because of the great general rating interest or local
interest they may have. However, it is expressly agreed that no more than three
matches of each Division will be broadcast live on each playing day. However, on
the playing days that there are not any broadcasts of A Division matches,
NETHOLD may broadcast matches of the B and C Divisions.
4.3. ASSISTANCE IN THE BROADCASTS
4.3.1. EPAE is obliged to provide NETHOLD with:
a. the uninterrupted broadcast of the matches which have been selected to be
broadcast.
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b. a special card which is issued only once, is in effect permanently, and will
be provided to NETHOLD's broadcasting teams and reporters. This card will
facilitate the direct access of the persons mentioned above to the playing field
or to any other areas or anywhere else it is necessary for them to be in order
to secure the best possible broadcast of the match. This card will also secure,
with a special and irrevocable order addressed to the match observer or the
stadium supervisor and the people responsible for the playing teams, that
NETHOLD's broadcasting teams and reporters will be provided with the necessary
facilities in order to have the best broadcasting of the matches.
c. the exclusive right to select inside the playing area or inside the general
stadium area, the spots where NETHOLD's broadcasting teams will place their
cameras and NETHOLD's reporters will cover the match, according to the FIFA and
UEFA directives and regulations regarding the television broadcasting of the
matches. If there are any particular spots where the better covering of the
match and the better sportscasting conditions for the reporters of NETHOLD are
secured in an exclusive or preferential way, it is obligatory that these spots
are granted - with EPAE's responsibility - to the technical teams and reporters
of NETHOLD. If these spots are taken by other stations, EPAE (through its
observer) has to remove their technical teams IMMEDIATELY and place there the
technical teams and reporters of NETHOLD. If the above are not provided, NETHOLD
is entitled to withdraw its technical teams and not to broadcast the match,
considering that EPAE did not fulfill its obligations regarding the particular
match.
4.3.2. *
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4.4. SPECIAL ASSIGNMENTS
4.4.1. EPAE concedes to NETHOLD the exclusive right of using a logo of NETHOLD's
choice on the front or back side of the tickets issued by EPAE, as well as the
exclusive right of using a part (that exists or is additional) of each ticket
for the possibility of draws for gifts that are meant for the holders of these
tickets. The use of this logo on the front side of the ticket must be made in
such a way that neither the right of the teams to promote the people who are
advertised by them or sponsor the teams is restricted, nor the reading of the
data shown on the front side of the ticket is illegible.
4.4.2. EPAE concedes to NETHOLD the exclusive right of organizing inside the
playing fields of the stadium and at its own expense activities for the
promotion of NETHOLD and of the Pay TV spirit (but not in a way that may sway
the playing of the match and as long as the type and content of the activity is
approved by EPAE which will take into consideration the opinion of the home
team). If the activity is sponsored by someone, the net income will be equally
split (50% each) between the contracting parties. NETHOLD is also obliged to
give the percentage of EPAE directly to the home team within five working days
from the day of the match when the activity took place. This right is exclusive
against third parties and not against the home team, when the latter one
organizes such activities with its own means.
4.4.3. Provided that this does not meet with the provisions of the compulsory
law, EPAE concedes to NETHOLD the right of encrypted broadcasting of the hearing
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before the athletic justice organ, whatever the title of that organ is and
provided that it falls within the competence of EPAE.
4.4.4. The right of * broadcasting of the draw of the championships which fall
within the competence of EPAE, is assigned to NETHOLD for the entire period that
the present contract is in force. If the activity is sponsored by someone, in
the first place are covered EPAE's expenses for organizing the activity and the
remaining income is split * between the two contracting parties. NETHOLD is also
entitled to concede the right of the above mentioned activity's tele-recorded
broadcasting to a general reception TV station or stations. In this case, this
concession's income is split * between the contracting parties, after deducting
the production costs.
5. REGULATIONS REGARDING THE CO-EXPLOITATIONS
5.1. Where the co-exploitations agreed with the present contract presuppose the
playing of matches, the provisions set in the previous clause of the present
contract are in force.
5.2. EPAE has to appoint up to two representatives who will consult the
representative appointed by NETHOLD, in order to, on the first hand, monitor the
course of the co-exploitations and, on the other hand, to make the necessary
efforts of maximization of profits which may derive from these co-exploitations,
for the benefit of both contracting parties.
5.3. Every three months, NETHOLD has to submit to EPAE a report on the course of
the exploitations/developments. EPAE has the right to proceed, through its above
mentioned representative or an authorized auditor, to the examination of the
documents of each exploitation, in order to ascertain their accuracy and secure
the rights of EPAE.
5.4 In case that NETHOLD, by a project assignment or independent services
providing contract, concedes to a third party (natural person or legal entity)
the assistance in any way in the exploitations/developments, NETHOLD itself
remains
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fully and exclusively responsible for any liability which may occur against EPAE
or third parties, due to the activities of these persons.
5.5. Where in the present contract or in its ANNEXES, the distribution of the
net income between the contracting parties is mentioned, we consider as net
income the gross income minus the expenses for the exploitation of the specific
right or project or co-exploitation. These expenses must be those usually
required for the better exploitation of similar rights or projects, taking also
into consideration the better quality result which must be accomplished
according to the present contract.
6. THE OBLIGATIONS OF NETHOLD
6.1. NETHOLD has to and guarantees the complete and thorough broadcasting of the
Saturday, Sunday and Monday matches, as well as that of the "THE TIME OF THE
CHAMPIONS" programme, as far as both the technical and journalistic aspects of
the broadcasting are concerned. NETHOLD will also take all the appropriate
measures for the observance of the objectivity and journalistic ethics
principle, without any interference by EPAE's representatives or by its members,
as NETHOLD is responsible against EPAE is this paragraph is violated. NETHOLD is
not responsible in case of a non-broadcasting of the matches because of force
majeure or because of an interruption of its programme by an Authority Act as
long as NETHOLD is not held responsible for it. Furthermore, EPAE is released
from the obligation of paying the relevant share of the price and if the break
of the TV station's operation is final, the agreement is terminated.
6.2. All kinds of expenses for the television covering of the matches are
charged exclusively on NETHOLD, regardless of the way of exploiting the rights.
The only services that are competent to fulfill the obligations of NETHOLD are
its technical services and its technical departments as well. If NETHOLD uses
third parties in order to meet its obligations, it is not entitled to claim
fraud or negligence of the third party in order to be released from the
obligations it undertakes with the present contract.
6.3. The material of the television production (films, videotapes etc.) will be
under the exclusive ownership and possession of NETHOLD, which is entitled to
make the
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exclusive use of this material, according to the clauses of the present
contract, and make all the known commercial television uses (such as special
weekly or other programmes for the promotion and development of football,
exploitation of the material which is kept in the record room etc.).
6.4. NETHOLD has to concede the use of the above mentioned material to third
parties, in the framework of the conceded rights and of the co-exploitations
agreed in the present contract (highlights, informative highlights,
tele-recorded broadcastings' shows etc.). However, the third party that is
involved has to, during the exploitation (through a show or in another way) of
this material, to mention the fact that it has been produced by NETHOLD
following EPAE's permission.
6.5. NETHOLD has to create and keep a record of the broadcastings on material
carriers copies, on which the productions of each previous week should be
incorporated, in order to create a methodical record for the benefit of EPAE.
This record is kept in the NETHOLD premises until the expiry date of the present
agreement and is allocated to any third party that wishes to make a use of it,
in a way that does not affect the rights conceded to NETHOLD by the present
contract, and against a cost which is agreed in advance with EPAE. The net
income derived by this exploitation will be * between the contacting parties *
and the amount which is owed to EPAE will be paid to EPAE in ten days after the
end of each championship round. The allocation to any third party wishing to use
and exploit this material, will be made with the third party's commitment that
it will mention in an explicit way that the production was made or based on
material produced by NETHOLD, after permission granted by EPAE.
7. COST
7.1. The price for the above mentioned concession of rights, is agreed to be (in
cash) the amount of *
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7.2. The price - in cash - will be paid in the following way:
a. * of the annual price, on * of each year during which the present contract
will be in force.
b. * of the annual price, on * of each year during which the present contract
will be in force.
c. * of the annual price, on * of each year during which the present contract
will be in force.
d. * of the annual price, on * of each year during which the present contract
will be in force.
For the above mentioned amounts, NETHOLD is charged with the VAT which
will be paid to EPAE within a month from the day of payment of each installment.
7.3. The above mentioned advertising time (of a net value of * drachmas) of the
television programmes of NETHOLD, may be exploited by EPAE directly or by third
parties at its suggestion, on the qualification that EPAE must, at its own
responsibility, use up the advertising time it is entitled to for each year
during which the present contract will be in force, that is, during the time
period from the * of the following year. EPAE is entitled to transfer for
exploitation in the following year an advertising time
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of a net value of * and in any case of a value not exceeding the 20% of the
value of advertising time that EPAE should exploit during the previous year.
The advertising time is agreed upon with a "net value", meaning that
the advertising taxes and any public burden in general that regards the
television advertisement, are charged on the party that is going to make use of
the above mentioned time.
The exploitation of the advertising time should take place in
collaboration with NETHOLD, so that the equal distribution of the above
mentioned advertising time is accomplished, in the framework of the total
planning of NETHOLD regarding the advertising time of its TV programmes (or
channels), and the flow of the advertising time towards all those who are
advertised is not affected.
8. GUARANTEES
8.1. NETHOLD guarantees and secures the execution of this contract's terms and
has to abide by its obligations, especially those regarding the payment of the
price and its installments, in the following way:
a. NETHOLD issues and delivers today to EPAE the following Credid Bank cheques
with the respective amounts:
*
*
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b. The above mentioned cheques will be delivered to EPAE in order to secure the
NETHOLD's payment of the agreed installments. It is expressly agreed that EPAE
is entitled to proceed to the sight of the cheque in order to collect and encash
each one of the above mentioned cheques, only if a month before the date of each
payment, NETHOLD does not exhibit an irrevocable, unconditional and forfeiting
ex parte in favour of EPAE, letter of guarantee for the payment of the amount
that NETHOLD has to pay on the above mentioned date.
8.2. In case that NETHOLD does not exhibit any of the above mentioned letters of
guarantee within the fixed time, EPAE has the right to proceed to the sight of
the relevant cheque in order to collect and encash this cheque which has been
delivered in order to secure the payment, and if this cheque is of no value EPAE
is entitled to apply paragraph 10.2. of the present contract.
9. PROTECTION AGAINST THIRD PARTIES
9.1. EPAE has to create the appropriate mechanism for the effective observation
and protection of the rights, possibilities and co-exploitations agreed upon in
the present contract, in order to preserve the interests of the contracting
parties. If EPAE is not in the position to create the above mentioned mechanism,
then NETHOLD is entitled to proceed by itself to the creation of the above
mentioned mechanism. The cost of that mechanism, which can not exceed the amount
of *
*
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is deducted from the income which is derived by any kind of co-exploitations,
before the distribution of the net operating earnings between the contracting
parties.
9.2. In any case that any third party infringes upon or uses without being
entitled to, the rights, possibilities and co-exploitations of the present
agreement, EPAE is obliged to take immediately all the necessary extrajudicial
or legal measures for the deregulation of the infringement, the avoidance of
this infringement in the future and the rectification of any loss that coming of
this infringement or the use without having the right to. NETHOLD undertakes the
obligation to provide EPAE - jointly with NETHOLD's legal advisors and at
NETHOLD's expense - with any assistance that is needed for this purpose, if EPAE
requests so. However, the relevant actions and claims will be made in the name
and on behalf of EPAE. At NETHOLD's expense, EPAE has to - at NETHOLD's expense
- provide to NETHOLD with the services of its legal advisors, for the
accomplishment of the present contract.
9.3. If, after NETHOLD's request or claim, EPAE refuses to or neglects or
provides with ineffective protection to the rights of the present contract,
NETHOLD - after setting to EPAE a reasonable time-limit in order to act
immediately and effectively, and if this time-limit expires and no action was
taken - is entitled either to rescind the contract immediately, claiming the
rectification of any loss, or to proceed itself to the extrajudicial and legal
protection of the rights, possibilities and co-exploitations provided in the
present contract, in the name and on behalf of EPAE and at EPAE's expense.
9.4. Any amount that is to be collected after any extrajudicial or legal actions
aiming to protect the rights, possibilities and co-exploitations of the present
contract, devolves to the contracting party that, according to the present
contract, exclusively exercises and exploits the specific right. If the amount
concerned a right or possibility, that is co-exploited by the contracting
parties, then this amount is split between the contracting parties by the
percentages that are agreed upon for the specific co-exploitation, according to
the present contract.
21
10. TERMS REGARDING THE RESPONSIBILITY
10.1. EPAE is not released from its obligations and responsibilities, in case
that, because of its members' (Football Societes Anonymes - PAE) behaviour it is
not in position to meet the obligations undertaken according to the present
contract.
10.2. In case that NETHOLD fails to pay the installments of the price that is
agreed upon above within the time-limit provided by the present contract, EPAE
is entitled to rescind the present contract within fifteen week days from the
day that EPAE asked NETHOLD to meet its obligation. If NETHOLD fails to do so
within the above mentioned time-limit, the present contract expires and EPAE is
entitled to keep the amounts that are already paid until that moment, and
concede the television broadcasting and advertising exploitation rights for the
rest of the matches, to any other TV station.
10.3. In case that EPAE does not meet an obligation that results from the
present contract, NETHOLD - as long as it has an interest in the further
accomplishment of the contract - is entitled to set a time-limit to EPAE for the
accomplishment of its obligation. If EPAE fails to meet the obligation within
the above mentioned time-limit, NETHOLD is entitled either to proceed to the
attachment on the payments made to EPAE until the latter one meets its
obligations, claiming the rectification of any loss it suffered because of this
delay, or to rescind the contract claiming the rectification of any loss it
suffered because of the termination of the contract.
11. CLAUSES
All the clauses that are included in the present contract are
considered as essential. Their modification or amendment takes place and is
proved only in writing. The contracting parties are obliged to execute the
clauses of the contract accurately as the good faith and the moral law indicate.
22
12. DURATION OF THE CONTRACT - PREEMPTIVE RIGHT
1. The present contract shall remain in force from the 1st of July 1996 until
*
2. After the termination of the present contract, *
13. FINAL CLAUSES
13.1. The execution of the present contract must not be in conflict with UEFA's
regulations, especially with the provisions of article 14, in the way that it is
in effect each time. Any fines imposed because of the violation of UEFA's
regulations by NETHOLD, will be charged to NETHOLD.
13.2. The contracting parties undertake the obligation of resolving their
disputes with a spirit of good will and cooperation, and according to the
principles of the good faith and the moral law, taking into consideration the
other party's fair interests.
13.3. In case of a substantial change of the circumstances which led to the
drawing up of this contract, so that its continuation becomes an excessive and
unjustified
23
burden for one of the contracting parties, these contacting parties are obliged
to renegotiate on the clauses of the present contract, in a way that its
continuation guarantees the ensuring of the fair interests of both contracting
parties. In case that certain provisions of the present contract are deemed to
be in conflict with the existing or future provisions of the compulsory law, the
contracting parties have to find ways in order to make possible the lawful and
as for the result similar exploitation of the rights, possibilities and
co-exploitations that are provided by the present contract. It is expressly
agreed that in case that the organization and the administration of the
professional championship is conceded to another carrier, or in case that the
exploitation of the rights or possibilities or co-exploitations is removed from
EPAE, the latter one has to secure that any measures and actions necessary for
the invariable continuation of the present contract will be taken. Otherwise,
EPAE is obliged to compensate NETHOLD for any losses resulting from the
termination of the present contract.
13.4. Within fifteen days from the day that the present contract will be signed,
each of the contracting parties has to inform the other party of the
identification of the persons who will represent it during the continuous
deliberations held between the parties for the accomplishment of this contract.
Any change of each contracting party's representative must be immediately
notified in writing to the other party.
13.5. The present contract is deemed to be confidential for both parties, and it
is agreed that neither of them has the right to make announcements and notices
in general on its content, without having consulted first the other contracting
party.
14. ARBITRATION
Any dispute arising from the execution of the present contract is
obligatory referred to arbitration, if the effort of the President of EPAE or of
the person he may appoint, as well as that of the Managing Director of NETHOLD
or of the person he may appoint to resolve it fails. Each of the contracting
parties appoints its arbitrator (and his/her substitute), and the arbitrators,
with a joint agreement, appoint the umpire. If the arbitrators disagree on the
umpire, the President of the Supreme Court, or the person he will appoint, is
appointed to be the umpire. The arbitrators give their arbitration award by
simple majority, and their award is final
24
and binding for the contracting parties. The arbitrators must come to a decision
within thirty days from the day when the dispute was referred to arbitration.
The arbitration procedure is agreed upon by the arbitrators, at the first
session called by the umpire.
15. LIGHTING OF THE PLAYING FIELDS
In order to facilitate the accomplishment of the present contract in
the framework of the provisions of article 14 of UEFA regulations, NETHOLD is
offering to provide the electric lighting of the playing fields where the A
Division teams play. The electric lighting of these playing fields will take
place at NETHOLD's expense, while the relevant equipment will remain in
NETHOLD's possession and NETHOLD will have the right to withdraw this equipment
at any time. If the owner of the stadium refuses to commit itself in writing to
facilitate the installation of the equipment which is needed for the electric
lighting, by granting the necessary licenses, or facilitate the immediate
removal of this equipment whenever NETHOLD wishes so, NETHOLD withdraws its
offer to the team that is playing in that stadium.
The present contract was drawn up into 27 (38 translated in English)
one sided pages and is composed of fifteen main paragraphs and six (A, B, C, D,
E, F) ANNEXES. The present contract was signed on the annulling clause of
non-approval of this contract by the Assembly of Presidents of the A division
teams (or of their representatives) which had been convoked on the 8th of
January 1996 (8-1-1996). It was signed in three originals in Greek, and each
contracting party took one, while the third original will be submitted to the
qualified IRS in order to be countersigned.
FOR EPAE FOR NETHOLD
25
ANNEX A
CO-EXPLOITATION OF RIGHTS ABROAD
1. For the whole period during which the present contract shall remain in force,
the contracting parties mutually accept and agree to proceed to the *
co-exploitation abroad (outside Greece and Cyprus) of the television
broadcasting rights of the matches referred to in the main contract. The
co-exploitation will concern the possibility of conceding to a foreign TV
station/to foreign TV stations or to a domestic TV station/to domestic TV
stations - in order to be broadcast abroad - of one live or/and one or more
tele-recorded broadcasting(s) of any and as many of the matches that are
included in the present contract, or of their highlights (Saturday match/
matches, Sunday match/matches, Monday match/matches, "THE TIME OF THE
CHAMPIONS" programme, matches played at the same time on Sundays, B-C Division
matches, highlights) (hereinafter referred to as "broadcasting abroad").
2. With the qualification of the next paragraph, any kind of expenses for the
television coverage and the distribution via satellite or other technical means,
as well as all the other expenses which do not concern the television coverage
and the distribution, such as the expenses for the promotion of the Greek
football abroad, the expenses of agreements with third parties, possible
commissions for the distribution of the programme, legal fees, dues probably
required in other countries etc., are exclusively charged on NETHOLD.
3. If the gross monthly income that derives from the co-exploitation of the
rights abroad exceeds the amount of * US Dollars, then the income - up to the
amount of * US Dollars - is retained by NETHOLD for the cover of any kind of
expenses that are mentioned in previous paragraph. The monthly income beyond the
amount of * US Dollars is split between the contracting parties by * % to EPAE
and * % to NETHOLD.
4. Within ten days from the day that each football round ends, NETHOLD has to
submit to EPAE a complete rendering of accounts on the results of the rights'
co-exploitation abroad, and pay to EPAE the share of the income EPAE is entitled
to receive. If the agreement with the foreign TV station or with the television
rights exploiting company concerns a period of time which is longer than that of
a football round, then the rendering of accounts is submitted at the end of this
period of time,
26
or at each time when income is collected, if there is such a collection before
the termination of the agreement, while an estimate will always take place on a
monthly basis.
5. NETHOLD has to make any possible effort in order to make the Greek
football known to the television stations abroad and to the television rights
exploiting companies and inform them on the Greek football's worth.
6. In case that NETHOLD considers that the exploitation of the rights abroad
should be conceded to a television rights exploiting company (t.r.e company),
then EPAE from now on and by the present contract and with the qualification of
paragraph 7 of this contract, authorizes NETHOLD to act as EPAE's assignee and
draw up the relevant contract with such a company, on NETHOLD's initiative and
at NETHOLD's expenses. The percentage that EPAE is entitled to receive in this
case is estimated on the income of the above mentioned television rights
exploiting company that is derived from the concession of the rights to
television stations, unless if the collections of NETHOLD from this company are
higher, so EPAE's percentage shall be estimated on the collections of NETHOLD.
7. Any agreement between NETHOLD and a foreign television station or a
television rights exploiting company or between the television rights exploiting
company and the TV station/stations, must be made in writing or by exchanging
faxes, and is in effect only if it is approved by EPAE in writing or by fax.
8. The foreign TV stations which enter into a contract for broadcastings
abroad are not entitled to make any further concession of these rights. As far
as the above mentioned points are concerned, NETHOLD has to bind the parties
that are doing business with it, and in case of this clause's breach, NETHOLD
has to compensate EPAE fully for any kind of losses.
9. In case that NETHOLD fails to pay to EPAE its share of the income that
derives from the broadcastings abroad in due time as it is provided in the
present contract, EPAE has the right - as far as the broadcastings abroad are
concerned - to rescind unilaterally the present contract, by a simple statement,
within ten working days from the day that it required in writing NETHOLD to meet
its obligation. The failure of NETHOLD to do so within the above mentioned
period of time, brings about the termination of the present contract, as far as
the broadcastings abroad are concerned, and EPAE is entitled to retain in its
favour the amounts already paid
27
until that moment and concede the same rights to another carrier. Furthermore,
EPAE is entitled to claim a certain rectification of any kind of losses.
FOR EPAE FOR NETHOLD
28
ANNEX B
GENERAL RECEPTION BROADCASTINGS
1. For the whole period during which the present contract shall remain in
force, the contracting parties agree to proceed to the * exploitation of the
right of EPAE for one or more tele-recorded broadcast(s) of the matches that are
included in the main contract, by Greek regional or local TV stations. The
tele-recorded broadcast must take place at a time and in a way that achieves the
maximization of the exploitation without affecting the exclusivity of NETHOLD's
encrypted broadcasting.
2. The income that derives from the co-exploitation of these rights - after
the deduction of the television coverage and transmission expenses, the general
technical expenses and the expenses made for the exploitation of the advertising
time at the provincial TV stations which will be probably agreed upon against
the payment in cash - is shared out between the contracting parties by * % to
EPAE and * % to NETHOLD.
3. Within ten days from the end of each round of the championships that are
included in the main contract, NETHOLD has to submit to EPAE a full rendering of
accounts on the results of the co-exploitation of these rights and pay to EPAE
the share of the income it is entitled to receive.
4. NETHOLD has to make any possible effort in order to inform the Greek
regional or local TV stations which do not transmit their signals in the range
of NETHOLD's encrypted signal of the possibility to broadcast the matches that
are covered by the main contract.
5. Any agreement between NETHOLD and one of the above mentioned TV stations
must be made in writing or by exchanging faxes, and is in effect only if it is
approved by EPAE in writing or by fax.
29
6. The above mentioned TV stations, to which broadcasting rights for the
above mentioned matches are conceded, are not entitled to concede in their turn
these rights to third parties and NETHOLD is obliged to bind the party that does
business with it, and, in case of this clause's breach, to compensate EPAE fully
for any loss.
7. In case that NETHOLD does not pay, in due time, to EPAE its percentage of
the income that derives from the co-exploitations, as it is provided in the
present contract, EPAE has the right - as far as the rights of this ANNEX are
concerned - to rescind unilaterally the present contract, by a simple statement,
within ten working days from the day that it required in writing NETHOLD to meet
its obligation. The failure of NETHOLD to do so within the above mentioned
period of time, entails the termination of the present contract, as far as the
rights mentioned in this ANNEX are concerned, and EPAE is entitled to retain in
its favour the amounts already paid until that moment, and concede the same
rights to an other carrier. Furthermore, EPAE is entitled to claim the
rectification of any kind of losses.
FOR EPAE FOR NETHOLD
30
ANNEX C
CO-EXPLOITATION OF THE HIGHLIGHTS
1. For the whole period during which the present contract shall remain in
force, the contracting parties agree to proceed to the exclusive co-exploitation
of the broadcast of the highlights of the matches included in the main contract
in Greece.
2. The term "highlights" means the best moments during the course of the A
Division - and optionally of the B and C Divisions - matches included in the
main contract. Wherever in ANNEX C or in the main contract it is not expressly
provided in a different way, the term "highlights" means the non-informative
highlights, that is those conceded by EPAE for broadcasting by TV stations, and
those that the TV stations may exploit with advertisements.
3. NETHOLD has to proceed to the production (coverage, editing of the various
scenes that take place in the playing fields of the stadiums etc.) of the
Saturday match's highlights (3 to 5 minutes), of the highlights of the matches
played at the same time on Sundays (at least 5 minutes for each match), of the
highlights of the Sunday match (3 to 5 minutes) and that of the Monday match (3
to 5 minutes). These times may change after a common agreement of the
contracting parties, if it has to be attuned to the needs of the market as well
as to the promotion of the highlights' exploitation. As far as the above
mentioned production is concerned, NETHOLD is committed that the coverage of the
entire matches that it will broadcast, will take place with all the necessary
production equipment which will secure the existence of many "scenes" of the
match (simultaneous coverage by more than one cameras), while the production of
the coverage of the rest of the matches, meaning, those that are played at the
same time on Sunday, will be made as a simple news coverage (at least one
scene). So, NETHOLD promises to make any possible effort to include in the
highlights it will produce all the goals of the A Division matches. However,
NETHOLD is not held responsible for the non tele-recorded and the non included
goals in the highlights, because of force majeure, or because of technical
reasons or actions of third parties. However, it is in any case not possible,
not to include in the highlights a goal or a contentious/contested scene, that
NETHOLD has broadcast.
31
4. NETHOLD has to make the highlights available (on the material carriers or
using any other technical method that is agreed with the buyers) to the TV
stations that enter into a contract with EPAE or with NETHOLD itself on behalf
of EPAE.
5. The trading of the highlights will be made on the basis of the following
clauses:
5.1. The highlights will be exclusively and solely given to TV stations which
enter into contracts with EPAE or with NETHOLD with long duration contracts (on
an annual, six-month or three-month basis) and not occasionally.
5.2. The trading will be made at a price based on a price list that is drawn up
following a joint agreement of the contracting parties and there will be no
exception from this price list. If it is essential for the co-exploitation
interest, the price list may be modified following a joint agreement. The price
will include the production cost and the cost of the highlights' distribution,
if made by delivery of the highlights to the interested party on a material
carrier. The distribution in any other way, shall be made on the buyer's
responsibility and at his expense.
5.3. EPAE may allow to the television stations which have entered into a
contract with EPAE or NETHOLD, to produce the highlights by themselves, but it
does not entail in any case that neither an agreement on the highlights' trading
at prices lower than the ones of the price list, nor a discount is made on the
prices agreed.
5.4. The broadcasting of highlights by the TV stations which have entered into
contracts, is allowed to take place only after * , unless if at this time
NETHOLD broadcasts live this match at that time. In this case, the broadcasting
of the highlights is allowed only * after the end of NETHOLD's live broadcast of
the match.
5.5. The above mentioned contracting TV stations shall have the right to
broadcast the highlights three times at maximum, within a five-days period from
the day that they got the relevant possibility. Any other use of the highlights
is forbidden to the above mentioned TV stations. It shall be allowed to the
above mentioned TV stations to intervene, at their responsibility, to the
production material given to them, or - according to their contract - to use
their own reporters for the sportscasting, as long as they do it with respect to
the exclusive and preferential coverage of the matches by NETHOLD. In any case,
the TV stations which have entered into contracts are obliged to mention clearly
and expressly the fact that the HIGHLIGHTS were produced by NETHOLD after the
granted permission of EPAE.
32
5.6. The use of the highlights, in violation of the above mentioned clauses,
obliges EPAE - if EPAE has entered into contract with the violator, or NETHOLD -
if NETHOLD has entered into contract with the violator, to rescind the contract
immediately, claiming - as a penalty clause - the payment made by the TV station
that committed the breach of these clauses of the total amount that has been
agreed, jointly with the violator of the clauses. NETHOLD has the right to
refuse to provide a station which has entered into a contract with EPAE or
NETHOLD with highlights, if this TV station does not meet its obligations to
EPAE even if EPAE neglects and does not rescind the contract, or if this TV
station proceeds to actions that affect certain rights conceded to NETHOLD by
the main contract or its ANNEXES.
6. Regardless of which of the contracting parties distributed the highlights,
the net income that derives from this co-exploitation is split between the
contracting parties by * % to EPAE and * % to NETHOLD, on the qualification that
NETHOLD shall not be entitled to receive an amount higher than *
7. The mutual settlement of accounts takes place within fifteen days from the
end of each round, and within the same period of time each one of the parties is
obliged to pay to the other party the amount which is owed to it, according to
the above mentioned percentages. EPAE preserves the right to balance the amounts
that are owed to NETHOLD, with claims - even non delinquent - against NETHOLD.
8. NETHOLD is obliged to produce and dispose itself or as EPAE's assignee, a
certain highlights' material from the matches included in the main contract,
that last from 5 to 30 minutes. Of this material, the interested TV stations
shall be able to use a part of 2 minutes at maximum, in order to inform their
viewers without exploiting this material, according to the stipulations of
article 45, par.1., Law 1958/91. The distribution of these highlights
(informative highlights) shall be made at a price which shall be reasonable,
with respect to the cost of the price, to all the TV stations wishing to
purchase them from NETHOLD. The TV stations which will have entered into
contracts for the acquisition of the highlights, may also broadcast the
informative highlights from the same material without any additional price. The
contracting parties are committed to find ways and methods, in the framework of
the law, to impose on those who are interested in doing so the obligation of
getting the informative highlights from EPAE, so that the co-exploitation of
these
33
informative highlights shall be made in the way that is agreed upon for the
highlights too.
9. It is expressly agreed that the co-exploitation agreed upon in ANNEX C, is
made for the purpose of controlling the highlights' trading for the benefit of
EPAE, on the one hand, and for the benefit of NETHOLD, on the other hand, in
order to protect the broadcastings' rights and the rights of advertising
exploitation and co-exploitation, which it acquires by the main contract. For
this purpose, each party is entitled to claim from the other, the immediate and
complete observance of the present contract against third parties, regardless of
which of the contracting parties has entered into a contract with the third
party.
FOR EPAE FOR NETHOLD
34
ANNEX D
PAY PER VIEW
1. The contracting parties agree to proceed to the co-exploitation of the
right of EPAE for the live or tele-recorded broadcast of any and as many of the
A, B and C Division matches, by using the system of selective television viewing
(PAY PER VIEW), when and if the use of this system in Greece is technically and
legally possible.
2. According to the above mentioned system, every subscriber shall be able, at
a special subscription fee (television season ticket), to watch on his/her
television set all or some of the matches of the teams he/she shall choose, as
long as this team/teams wishes/wish, after consulting with EPAE, to proceed to
the materialization of this way of exploiting its/their television rights.
The level of this special subscription fee shall be determined after
consultations between EPAE, NETHOLD and the interested team.
3. After consulting with the team and EPAE, it will be possible to deactivate
the decoders of the subscribers who live in the home city of the team or within
a certain distance from the stadium, on the days when this team plays as home
team, or in general for the matches which the team does not wish to be broadcast
by the above mentioned system, so that the turn-out of the sports funs to the
stadiums is not prevented.
4. NETHOLD shall be obliged to give television coverage to the matches of the
teams, the matches of which have been agreed to be broadcast by the PAY PER VIEW
system.
The income that derives from the television season ticket - after deducting
the television coverage expenses - shall be split by * % for EPAE and * % for
NETHOLD.
5. If it is necessary, any other detail for the application of the above
mentioned system or of any other system which shall be providing more
exploitation
35
possibilities of EPAE's television rights and those of the teams,
shall by regulated by special contracts between the contracting parties.
FOR EPAE FOR NETHOLD
36
ANNEX E
RADIO BROADCASTINGS
1. The contracting parties agree to proceed to the exploitation of the right
of EPAE for live radio broadcasting of any and as many of the A, B, and C
Division matches which fall within the competence of EPAE (radio broadcastings).
2. The income from the exploitation of these rights beyond the amount of *
drachmas, is * between EPAE and NETHOLD. The income up to the amount of *
drachmas is by all means received by EPAE. The sundry expenses of the
co-exploitation are on the TV stations to which these rights shall be conceded.
3. The commitments regarding EPAE's assistance in the television
broadcastings, are also in effect for the radio broadcastings. More
specifically: EPAE is obliged to secure that any technical team or technical
facilities or equipment that is going to be used for radio broadcasts during the
match, shall not be permitted to enter or remain inside the playing fields or
the stadium premises.
4. As far as all the other issues regarding the radio broadcasts are
concerned, the stipulations provided in ANNEX C on the way of trading the
highlights are in effect as well.
FOR EPAE FOR NETHOLD
37
ANNEX F
CO-EXPLOITATIONS / DEVELOPMENTS
1. The contracting parties agree to proceed to the exclusive co-exploitation
and to the development in any way, of any other existing or future rights and
possibilities of EPAE, with television and/or film productions and productions
in general, or possibilities in the field of incorporating, on material sound
or/and image carriers, of the television rights by the production, and of
trading them, or in the field of modern telematic for sports funs.
2. NETHOLD studies and submits to EPAE specific reports on the exploitation of
other existing rights or possibilities (hereinafter referred to as "project")
for the development of the Greek football in the above mentioned field. EPAE may
also make to NETHOLD similar suggestions.
3. As long as EPAE does not raise objections to the suggested way of
exploitation, NETHOLD proceeds at its own responsibility and expense to the
materialization and exploitation of the project, and the net profits from the
exploitation are split between the contracting parties by * % for EPAE and * %
for NETHOLD.
By the term "net profits" are meant the profits that remain after the
deduction of the production costs as well as that of the costs of the
exploitation products' trading.
4. The amounts due to EPAE (from the exploitation) are payable after the end
of the exploitation.
If the exploitation allows the gradual settlement and payment of these
amounts, then, after a special agreement between the contracting parties, these
points of the specific exploitation are defined.
38
5. The * live or/and tele-recorded broadcast of the draw for the Championships
by NETHOLD that fall within the competence of EPAE, is agreed to be a special
co-exploitation case.
FOR EPAE FOR NETHOLD
I certify that the translations into English of exhibits 10.4 and 10.5 to the
Registration Statement on Form F-1 of MIH Limited are fair and accurate.
/s/ XXXXXX X. XXXXXXX
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Name
XX XXXXXXX
----------------------------------
Title
CHIEF FINANCIAL OFFICER
----------------------------------
Date
FEBRUARY 18, 1999
----------------------------------
