Exhibit 10.25
ASSIGNMENT OF INDEBTEDNESS
--------------------------
THIS ASSIGNMENT OF INDEBTEDNESS, dated as of August 19, 2003 by and among Alfa
Capital Holdings (Cyprus) Limited ("Assignor") and StoryFirst Communications,
Inc. ("Assignee") (the Assignor and the Assignee are hereinafter sometimes
referred to individually as a "Party" and collectively as the "Parties"),
provides:
PREAMBLE:
WHEREAS, the Assignor and ZAO CTC have entered into a certain loan agreement
dated March 26, 2003 under which ZAO CTC borrowed from the Assignor the sum of
Nine Million Eight Hundred Thirty Eight Thousand Two Hundred Eighty One US
Dollars Eight Cents (US$ 9,838,281.08) with the interest of Fifteen (15%)
percent per annum, and the term of two years from draw down (the "Loan
Agreement");
WHEREAS, the Assignor has agreed to assign to the Assignee a One Hundred (100)
percent interest in the indebtedness owed by the Assignor under the Loan
Agreement (the "Debt") and Assignee has agreed to acquire such Debt as partial
consideration for the sale and purchase of shares of the Assignee by the
Assignor pursuant to the stock purchase agreement dated as of July 29, 2003
between the Assignor and the Assignee (the "Purchase Agreement");
NOW, THEREFORE, it is agreed as follows:
1. Assignment. As partial consideration for the purchase of certain
shares of the Assignee as set forth in the Purchase Agreement, the Assignor
hereby assigns and transfers to the Assignee, without recourse or warranty, a
One Hundred (100) percent interest in the Debt which aggregated amount consists
of Nine Million Eight Hundred Thirty Eight Thousand Two Hundred Eighty One US
Dollars Eight Cents (US$ 9,838,281.08) and the interest of Fifteen (15%) percent
per annum and the Assignee hereby accepts such assignment.
2. Transfer of Documents. Upon the execution of this Assignment by the
Parties, the Assignor agrees to deliver to the Assignee the Loan Agreement with
attachments and other documents related thereto, and provide all information
necessary for the Assignee to exercise its rights under this Assignment of
Indebtedness.
3. Notification of ZAO CTC. Within three (3) days from the day of this
Assignment of Indebtedness the Assignor shall provide ZAO CTC with a written
notification on the Assignment of Indebtedness to the Assignee, and properly
execute with ZAO CTC all necessary documents related to this Assignment of
Indebtedness.
4. Notification of the Assignee. Within one (1) day from the
performance of its obligations stipulated by Section 3 of this Assignment of
Indebtedness, the Assignor shall so notify the Assignee.
5. Objections of ZAO CTC. The Assignor shall inform the Assignee of all
objections of ZAO CTC to the claims of the Assignor.
6. Further Assurances. The Assignor agrees to execute such other or
further documents and to take such other or further action as may from time to
time be reasonably requested by the Assignee to effectuate the assignment
contemplated hereby.
7. Liability of the Assignor. The Assignor shall be liable to the
Assignee for the invalidity of the Debt, but shall not be liable for the
non-performance by ZAO CTC of its obligations as the debtor. In case of
non-performance of its obligations under Section 3 of this Assignment of
Indebtedness the Assignor shall also be liable for all harmful consequences of
such non-performance.
8. Payment by Third Parties. The Assignee hereby agrees to accept the
payment of the Debt by third parties on behalf of ZAO CTC.
9. Construction. This Assignment of Indebtedness shall be governed by
and construed and enforced in accordance with the laws of the Russian
Federation.
10. Legal Effect. This Assignment of Indebtedness shall be legally
binding upon the Assignor and its successors and assigns and shall inure to the
benefit of the Assignee and its successors and assigns.
11. Headings. The underlined headings contained herein are for
convenience only and shall not affect the interpretation of this Assignment of
Indebtedness.
12. Notices. All notices, applications or other communications required
under this Assignment of Indebtedness shall be in writing. Except as otherwise
provided by this Assignments of Indebtedness, such notices, applications or
other communications shall be deemed to have been duly given or made when they
are delivered by hand, certified mail, telex or facsimile transmission to the
Party to which it is required or permitted to be given or made at such Party's
address as specified below or at such other address as such Party designates by
notice to the Party giving or making such notices, applications or other
communications.
13. Addresses and Details of the Parties.
Assignor:
Address: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Tel.: ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
Fax: ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇▇▇▇▇ ▇. Zyukin
Assignee:
Address: ▇/▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Tel.: + ▇▇▇▇ ▇▇▇ ▇▇▇▇
Fax:▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attn: Chief Financial Officer
14. Exclusivity. Neither Party shall have any rights or obligations
under this Assignment of Indebtedness except as described in the Assignment of
Indebtedness or agreed upon by both Parties in writing, in particular, as an
Addendum.
2
15. Changes to the Assignment of Indebtedness. All changes and
additions to this Assignment of Indebtedness shall be valid, come into force and
become applicable subject to the same being executed as an Addendum duly signed
by the representatives of the Parties.
16. Language of the Assignment of Indebtedness. This Assignment of
Indebtedness shall be in English and Russian, with the Russian language version
taking precedence and being used for any dispute resolution, arbitration and
court proceedings.
17. Counterparts. This Assignment of Indebtedness is executed four (4)
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Assignor and the Assignees have each caused this
Assignment of Indebtedness to be duly executed and delivered by its proper and
duly authorized officer as of the day and year first above written.
ALFA CAPITAL HOLDINGS (CYPRUS) LIMITED
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
STORYFIRST COMMUNICATIONS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
3