Agreement on Transfer of Ownership Interest
Agreement
on Transfer of Ownership Interest
THIS
AGREEMENT ON TRANSFER OF OWNERSHIP INTEREST
(the “Agreement”)
is made on May 31, 2005
BETWEEN:
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(1)
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PPF
(CYPRUS) LIMITED,
a
company organized under the laws of the Republic of Cyprus with registered
number HE 92433, and having its registered office at Arch. Makariou
III,
2-4, Capital Center, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (the
“Seller”);
and
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(2)
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CME
Media Enterprises B.V.,
a company organized and existing under the laws of the Netherlands,
with
its registered office at ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ Soest, the Netherlands
(the “Purchaser”).
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WHEREAS:
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(A)
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As
of the date hereof, PGT Corporation s.r.o. is a limited liability
company
organized and existing under the laws of the Czech Republic and registered
in the Commercial Register kept by the Municipal Court in Prague,
the
Czech Republic, file number C, insert 95420, identification number
27088944, with its seat at Kříženeckého
nám. 1078/5, ▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇ ▇▇ (seat registered in the Commercial
Register: ▇▇▇▇▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇,
Prague 1) (the “Company”),
and has a registered capital of CZK 200,000 (the “Registered
Capital”).
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(B)
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Both
the Seller and the Purchaser are partners in the Company.
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(C)
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The
Purchaser has exercised its call option under Article 12.2. of the
TV Nova
Group Agreement made among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.,
a
company organized and existing under the laws of Bermuda, with its
registered office at Clarendon House, Church Street, ▇▇▇▇▇▇▇▇, ▇▇
CX
Bermuda, the Purchaser and the Seller on May 2, 2005, the Seller
desires
to sell to the Purchaser and the Purchaser desires to purchase from
the
Seller its entire ownership interest in the Company amounting to
15% and
corresponding to the Seller’s contribution into the Registered Capital in
the amount of CZK 30,000 (the “Ownership
Interest”).
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(D)
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The
Seller has agreed to sell the Ownership Interest and the Purchaser
has
agreed to purchase the Ownership Interest on and subject to the terms
and
conditions set out herein.
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(E)
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The
sale and purchase of the Ownership Interest contemplated hereunder
has
been duly approved by a resolution of the General Meeting of the
Company
on May 31, 2005.
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IT
IS AGREED:
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1.
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Interpretation
and Definitions
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1.1
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For
the purpose of this Agreement (including its Recitals), the following
words and expressions have the meaning respectively set opposite
to
them:
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Company
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Has
the meaning ascribed thereto in Recital (A);
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Closing
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Means
completion of the sale and purchase of the Ownership Interest in
accordance with the terms and conditions of this
Agreement;
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CZK
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Means
lawful currency of the Czech Republic;
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Framework
Agreement
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Means
the Framework Agreement entered into by and between the Seller, the
Purchaser and Central European Media Enterprises Ltd. on December
13,
2004;
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Party
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Means
the Seller and/or the Purchaser;
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Purchase
Price
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USD
1,282.00 (one thousand two hundred and eighty-two U.S.
dollars);
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Purchaser
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Has
the meaning set forth in the introduction to this
Agreement;
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Ownership
Interest
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Has
the meaning ascribed thereto in Recital (B);
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Registered
Capital
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Has
the meaning ascribed thereto in Recital (A);
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Seller
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Has
the meaning set forth in the introduction to this
Agreement;
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TV
Nova Value
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Has
the meaning set forth in Clause 3.2 of the Framework Agreement;
and
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USD
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Means
lawful currency of the United States of
America.
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1.2
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In
this Agreement, unless the context otherwise
requires,
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(a)
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references
to this Agreement or any other document include this Agreement or
such
other document as varied, modified or supplemented in any manner
from time
to time;
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(b)
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reference
to Recitals and Clauses are references to the recitals and clauses
of this
Agreement;
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2
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(c)
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references
to one gender include both genders and references to the singular
include
the plural and vice-versa; and
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(d)
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headings
are inserted for convenience only and shall be ignored in construing
this
Agreement.
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1.3
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Recitals
to this Agreement form an integral part
hereof.
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2.
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Sale
and Purchase of Ownership
Interest
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Subject
to the terms and conditions of this Agreement, the Seller sells the Ownership
Interest and the Purchaser purchases the Ownership Interest for the Purchase
Price on and with effect from the date hereof.
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3.
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Payment
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The
Purchase Price shall be payable on the date of execution hereof. The Purchase
Price shall be paid by wire transfer in immediately available funds to the
account of the Seller as previously notified to the Purchaser.
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4.
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Adjustment
to the Purchase Price
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The
Parties hereby agree in accordance with their respective rights and obligations
set forth in the Framework Agreement that should the TV Nova Value change,
the
Parties undertake to adjust the Purchase Price in accordance with the respective
provisions of the Framework Agreement.
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5.
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Closing
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The
Purchaser shall become the owner of the Ownership Interest as of the date
hereof. The transfer of the Ownership Interest from the Seller to the Purchaser
shall take effect vis-à-vis the Company as of the day this Agreement is
delivered to the Company.
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6.
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Further
Assurance
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Each
Party shall execute and/or deliver all such instruments and other documents
and
shall take all such actions as may be necessary in order to give full effect
to
the intentions of this Agreement.
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7.
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Authority/Consent
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Each
Party represents that (a) it has the necessary power and authority to enter
into
and perform its obligations under this Agreement, (b) all proceedings that
are
required to be taken, and all approvals that are required to be obtained, by
such Party to authorize it to execute, deliver and perform the terms of this
Agreement have been taken or approved, and (c) no additional consent by any
other party is required in connection with such Party’s execution or performance
of this Agreement.
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8.
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Titles
and Encumbrances
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The
Seller represents and warrants to the Purchaser as of the date hereof that
(a)
the Seller is the lawful owner of the Ownership Interest, and (b) the Ownership
Interest is free and clear of any liens, charges, pledges or other encumbrances
of any third party rights
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9.
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Notices
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9.1
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Any
notice or other communication to be given under this Agreement shall
be in
writing, in English language, and shall be deemed to have been duly
served
on a Party if it is left at the authorized address of that Party
or is
posted by registered mail addressed to that Party at such address
or is
sent by facsimile transmission to a machine situated at such an address
and shall if:
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(a)
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personally
delivered, be deemed to have been received against
confirmation;
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(b)
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posted
by registered mail, be deemed to have been received against
confirmation.
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9.2
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For
the purposes of this Clause 9, the authorized address of the Parties
shall
be as follows:
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(a)
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if
to the Seller
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PPF
CONSULTING a.s.
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇/▇▇▇
▇▇▇
▇▇ ▇▇▇▇▇ 4 - Pankrác
Czech
Republic
Attn.:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Tel.:
▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Fax:
▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
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(b)
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if
to the Purchaser
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CME
Media Enterprises B.V.
▇▇-▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Attn:
General Counsel
Fax:
▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
or
such other address as that Party may notify to the others in writing from time
to time in accordance with the requirements of this Clause.
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10.
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Severability
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If
any provision of this Agreement (or of any document referred to herein) is
held
to be illegal, invalid or unenforceable in whole or in part, the legality,
validity and enforceability of the remaining provisions of this Agreement (or
such other document) shall not in any way be affected or impaired
thereby.
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11.
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Entire
Agreement and Variation
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No
variation, supplement, deletion or replacement of, to or from this Agreement
or
any of its terms shall be valid and effective unless made in writing and signed
by or on behalf of each Party.
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12.
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General
Provisions
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12.1
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Any
waiver of a breach of any of the terms of this Agreement or of any
default
hereunder shall not be deemed to be a waiver of any subsequent breach
or
default and shall in no way affect the other terms of this
Agreement.
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12.2
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No
failure to exercise and no delay on the part of any Party in exercising
any right, remedy, power or privilege of that Party under this Agreement
and no course of dealing between the Parties shall be construed or
operate
as a waiver thereof, nor shall any single or partial exercise of
any
right, remedy, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.
The rights and remedies provided by this Agreement are cumulative
and they
are not exclusive to any rights or remedies provided by
law.
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13.
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Necessary
Steps
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If,
for any reason, any additional steps or measures are required based on the
request of any court or any notary with respect to the registration of the
transfer of the Ownership Interest by the Municipal Court in Prague, each Party
undertakes to use its best efforts to do any such required steps or measures
to
ensure proper and timely registration of the sale and purchase of the Ownership
Interest under this Agreement.
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14.
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Language
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This
Agreement may be executed in more than one counterpart in the English language,
each of which shall be deemed an original, but which together shall constitute
one and the same instrument.
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15.
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Dispute
Resolution
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Any
disputes, claims or controversy between any of the parties arising out of or
related to this Agreement, including any question as to its formation, validity,
interpretation or termination, that cannot be resolved by negotiations between
such parties shall be settled by arbitration on an ad
hoc
basis in accordance with the UNCITRAL Arbitration Rules, by three arbitrators
appointed by the parties in dispute or otherwise appointed by the London Court
of International Arbitration in accordance with such rules. The arbitration
shall be conducted in London and all documents and proceedings shall be in
the
English language. Any of the parties shall have the right to initiate the
proceedings.
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16.
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Governing
Law
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This
Agreement and rights of the Parties hereunder shall be governed by, construed
and take effect in accordance with Czech law.
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17.
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Effective
Date
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This
Agreement is valid and takes effect upon its signing by the Parties to
it.
AS
WITNESS
the hands of the Parties or their duly authorized representatives the day and
year written hereunder.
Dated
May 31, 2005
PPF
(CYPRUS) LIMITED
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By:
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/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name:
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Mgr.
▇▇▇▇▇▇▇▇ ▇▇▇▇
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Title:
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Attorney
in Fact
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CME
Media
Enterprises
B.V.
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By:
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/s/
▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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JUDr.
▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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Attorney
in Fact
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