THE AGREEMENT
On this 4 - th day of September 1996, in Warsaw, between
TVN Sp. z o.o. with its seat in Warsaw, hereinafter referred to as "TVN",
represented by Xxx Xxxxxxxx, acting on the basis of the power-of-attorney from
September 2, 1996,
and
Przedsiebiorstwo Realizacji i Koordynacji Budownictwa "REALBUD" Sp. z o.o. with
its seat in Cracow, hereinafter referred to as "REALBUD", represented by the
President of the management board Xxxxxxx Xxxxxxxxxxx,
the following agreement was executed:
Whereas the parties hereto executed an agreement (hereinafter referred to as the
"Agreement") concerning commencement of capital cooperation in respect to
Telewizja Wisla Sp. z o.o. (hereinafter referred to as "Wisla") on September 4,
1996;
Whereas the parties hereto desire to specify some of the conditions of capital
cooperation described in the Agreement;
Now therefore the parties hereto agree as follows:
Article 1
1. A part of the advance payment in the amount constituting PLN equivalent of
2.958.000 (two million nine hundred fifty eight thousand) American
dollars, mentioned in art. 6 item 1 letter a) of the Agreement, shall be
transferred into the bank account of REALBUD in ING Bank Warsaw
(hereinafter referred to as the "Bank") exclusively for the purposes of
REALBUD payment for the shares in the share capital of Wisla, purchased by
REALBUD in the following number from the entities listed below:
- 18,487 (eighteen thousand four hundred eighty seven) shares from
Korporacja Gospodarcza Efekt S.A.;
- 9,500 (nine thousand five hundred) shares from Ekokonsorcjum - Efekt
Sp. z o.o.;
- 3,347 (three thousand three hundred forty seven) shares from
Xxxxxxxx Xxxxxxxx.
2. The bank account agreement shall expressly include a restriction
concerning the Bank's obligation to perform orders regarding the funds on
the bank account, by authorizing the payments to the bank accounts of the
entities listed in item 1 of the sale price for the shares in the share
capital of Wisla, being sold by such entities (including stamp duty). The
basis for performance of payments by the Bank shall be presentation of
originals of share sale agreements with the entities listed in item 1 by
REALBUD, and REALBUD's statement concerning the establishment for the
benefit of TVN of a pledge on 31,334 (thirty one thousand three hundred
thirty four) shares in the share capital acquired by REALBUD in accordance
with submitted sale agreements, with enclosed thereto consent of the
supervisory board of Wisla for such pledge establishment.
Article 2
1. TVN is hereby obligated to purchase 3,450 (three thousand four hundred
fifty) shares in the share capital of Wisla from REALBUD immediately after
obtainment of the supervisory board's consent for such sale by REALBUD and
statement of the remaining shareholders concerning waiver of their
pre-emption right. REALBUD is obligated to immediately apply for
obtainment of the supervisory board's consent and the statement of the
remaining shareholders, and to sell the above mentioned shares.
2. The parties hereto agree that the sale price of the shares mentioned in
item 1 shall be the product of the number of shares and PLN unit price
paid by REALBUD to the entities mentioned in art. 1 item 1. The price for
the purchased shares shall be paid by debiting a part of the advance
payment, being PLN equivalent of the amount of 2,958,000 (two million nine
hundred fifty eight thousand) American dollars, paid into the bank account
of REALBUD at the Bank, in accordance with provisions of art. 6 item 1
letter a) of the Agreement.
3. The shares purchased by TVN in accordance with provisions of this article
shall be credited towards the Shares mentioned in art. 2 of the Agreement.
Article 3
1. After fulfillment of conditions mentioned in articles 3, 4 and 5 item 2 of
the Agreement and in the period of the time
provided therein, REALBUD is obligated to sell to TVN, and TVN is
obligated to purchase from REALBUD the remaining part of shares purchased
by REALBUD from the entities mentioned in art. 1 item 1. Such shares shall
be purchased in addition to the Shares and the Further Shares mentioned in
art. 2 and art. 5 of the Agreement.
2. The parties hereto agree that the sale price of the shares mentioned in
item 1 shall be the product of the number of those shares and their PLN
unit price paid by REALBUD to the entities mentioned in art. 1 item 1.
3. Taking into consideration the essence of the legal relationship between
the parties of this agreement in respect to obligations of REALBUD to sell
the Shares and the Further Shares, REALBUD hereby grants Altheimer & Xxxx
Polska Sp. z o.o an irrevocable power-of-attorney to execute sale
agreements of the Shares and the Further Shares in the name of REALBUD,
subject to fulfillment of conditions mentioned in art. 3 in respect to the
Shares, and art. 5 item 2 in respect to the Further Shares.
Article 4
All amendments to this agreement shall require written form, otherwise
they shall be null and void.
Article 5
This agreement was executed in one copy.
REALBUD Sp. z o.o. TVN Sp. z o.o
