EXHIBIT 10.10
IRREVOCABLE COMMITMENT
This Agreement is made and entered into this 28/th/ day of October, nineteen
hundred ninety eight by and between:
ZEBRA FORVALTNINGS, A.B. (hereinafter referred to as ZF AB'), a company
Incorporated under the law of Xxxxxx, 00000 Xxxxxxxxx (Xxxxxx), Starbacksgatan
3, identification no. SE-556543-5590, represented by Xxxxx-Xxxxxx Xxxxxxxx, as
proxy of the company; and
MILCAP MEDIA LIMITED (hereinafter referred to as 'MML'), a company Incorporated
under the law of Cyprus, Limassol (Cyprus), Nicolaou Pentadromos Center, Office
908, represented by Nlamh Xxxxxx, as proxy of the company.
WITNESS TO:
Whereas ZF AB is the owner of a 31% of the shares of the Spanish company
Viladalt, S.L.;
Whereas, MML, together with another company related to the Group are the owners
of the other 69% of the Viadalt, S.L. shares;
Whereas ZF AB, to avoid the appearance of a conflict of interests, agrees to
sell its interests in Viladalt, S.L. at its costs, with no profit at ll, and to
MML's Group or according to MML's Interest;
NOW THEREFORE, in consideration of the aforementioned, both parties agree as
follows:
1. ZF AB commits itself to sell all the shares owned of Viladalt, S.L. to MML
or any other company related to or appointed by MML, when and if the
company or its assets are sold.
2. ZF AB formally commits itself not to make any profit on the aforementioned
transaction or transactions and therefore warrants hereby that shall sell
its interests in Viladalt, X.X.xx its costs, just to recover the funds
invested and without making any profit on the transaction.
IN WITNESS WHEREOF, both parties have executed this binding Agreement as of the
date first written above.
_______________________________ _______________________________
Xxxxx-Xxxxxx Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxx
ZEBRA FORVALTNINGS AB MILCAP MEDIA LIMITED