Agreement on Transfer the Shares as Collateral
(przewlaszczenie na zabezpieczenie)
This Agreement is entered into this 23 day of May, 1997, by and between:
1. QPQ Corporation, with its registered office in 0000 Xxxxxx Xxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000, XXX (hereinafter referred to as QPQ), duly
represented by Xxxxx Xxxxxxxx
and
2. International Fast Food Corporation, with its registered office in 0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx 00000, XXX (hereinafter referred
to as IFFC), duly represented by Xxxxxxxx Xxxxxxxx.
Recitals:
1. QPQ, IFFC and Pizza King Polska Sp. z o.o. have entered into Undertaking
and Loan Agreement of May 23, 1997 (hereinafter referred to as the Loan
Agreement).
2. QPQ owns shares in the company Pizza King Polska Sp. z o.o. and is willing
to transfer them to IFFC to secure its rights resulting from the Loan Agreement.
Now it is hereby agreed as follows:
ss.1. QPQ represents and declares that:
1) It owns 41,258 shares of a value of PLN 148.49 each (hereinafter referred
to as the Shares), in the company Pizza King Polska Sp. z o.o., a limited
liability company having its registered office in Warsaw, Poland, entered into
commercial register kept by the District Court for the city of Warsaw under No.
RHB 34669 (hereinafter referred to as the Company).
2) The Company is duly organized and validly existing, with full corporate
power and authority to conduct its business.
3) There are no governmental or corporate permits or consents needed for the
transfer of Shares by QPQ.
4) One Share entitles its holder to one vote at the shareholders' meetings.
5) The Shares are fully paid and clear of any claims and encumbrances.
ss.2. IFFC represents and warrants:
1) It is acting solely for itself and for no other person, firm, partnership,
corporation or entity in executing this Agreement.
2) It is not prevented by any law or by any provisions of any contract,
indenture, or other instrument from acquiring the Shares as contemplated by this
Agreement.
ss.3.1. QPQ hereby transfers to IFFC and IFFC hereby acquires 41,258 Shares of a
total value of PLN 6,126,400.42, with 41,258 votes, to secure its rights
resulting from the Loan Agreement.
ss.3.2. The transfer of ownership of the Shares back to QPQ shall occur upon
full repayment of all loans with interest and shall be made pursuant to separate
transfer agreement. In case of Event of Default (as defined in the Loan
Agreement) IFFC shall automatically be released from the obligation to transfer
the Shares back to QPQ and shall have the right to apply the Shares against the
sums due under the Loan Agreement (or any loan agreement entered pursuant to the
Loan Agreement) in the way described in the Loan Agreement.
ss.4. Acquisition of the Shares shall be notified by the parties to this
Agreement to the Management Board of the Company in order for the Management
Board to comply with the obligation arising out of Article 188ss.1 and 3 of the
Polish Commercial Code.
ss.5. This Agreement is subject to the laws of Poland. If any disputes between
the parties arise out of, or in relation to, this Agreement, the parties shall
always use their best efforts to reach an amicable settlement. Any disputes
which cannot be resolved amicably by the parties shall be submitted for
settlement to the Arbitration Court in the Polish Chamber of Commerce (Sad
Arbitrazowy przy Krojowez lzbie Gospodarczej) in Warsaw, in accordance with the
rules of the said Court.
ss.6. IFFC declares and assures that it shall keep confidential any information
obtained from QPQ or the Company, concerning the Company, its properties,
operations and business.
ss.7. This Agreement has been executed, as of the date first above written, in 2
copies, and each demand to be an original.
QPQ Corporation International Fast Food Corporation
/s/ C. Xxxxxxxx Xxxxxxxx /s/ Xxxxxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx
Title: Title:
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