SHARE SALE AGREEMENT
On this 30 - th day of October 1996, in Warsaw, between specified below
shareholders of Telewizja Wisla Sp. z o.o., a company entered in the commercial
register held by the District Court in Cracow for Cracow Sr--dmiescie under No
RHB 4913 (hereinafter referred to as "Wisla"),
TVN Sp. z o.o. with its seat in Warsaw, hereinafter referred to as "TVN",
represented by the President of the Management Board Xxxxxxx Xxxxxx and the
member of the Management Board Xxxxxxx Xxxxxx,
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 to this agreement executed, on September 4, 1996, the
agreement ("the Preliminary Agreement") obligating REALBUD to sell 56,350 shares
in the share capital of Telewizja Wisla Sp. z o.o. (hereinafter referred to as
"Wisla), constituting 49 % of the share capital, to the benefit of TVN;
Whereas, TVN purchased 3450 shares in the share capital of Wisla from REALBUD as
of September 6, 1996;
Whereas, according to the Preliminary Agreement dated September 4, 1996,
execution of the promised sale agreement is subject to fulfillment of numerous
conditions, from which conditions reserved on behalf of TVN may be unilaterally
waived by TVN, TVN hereby deems the condition specified in art. 3 item 1 as
fulfilled and waives conditions specified in art. 3 item 2 and 5 of the
Preliminary Agreement.
The Parties hereto agree as follows:
Article 1
1. REALBUD hereby sells and TVN hereby purchases 52,900 (fifty two thousand
nine hundred) shares in the share capital of Wisla, valued at 100 PLN (one
hundred) each (hereinafter referred to as "the Shares").
2. The purchase price for the Shares constitutes PLN equivalent of the amount
of 4,693,877.55 USD (four million six hundred ninety three thousand eight
hundred seventy
seven dollars and fifty five cents) in accordance with the "fixing" rate
published by the National Bank of Poland ("the Rate").
3. TVN made an advance payment on account of the price specified in item 2
(i) to the bank account of REALBUD in ING Bank in Warsaw, being PLN
equivalent of 2,958,000 USD (two million nine hundred fifty eight thousand
dollars) and, (ii) opened the letter of credit in Bank Rozwoju Eksportu
S.A. for the amount being PLN equivalent of 1.500.000 USD (one million
five hundred thousand). From an aggregate advance payment made by TVN,
being PLN equivalent of 4,458,000 USD (four millions four hundred fifty
eight thousand dollars), the amount being PLN equivalent of 319,302 USD
(three hundred ninety thousand three hundred two dollars) was accepted as
the purchase price for 3,450 shares in the share capital of Wisla
purchased by TVN on September 6, 1996. The remaining part of the price
payable for the Shares constitutes PLN equivalent of 555,159.55 USD (five
hundred fifty five thousand one hundred seventy nine dollars and fifty
five cents), calculated in accordance with the Rate, and such amount shall
be transferred to the bank account of REALBUD in Bank Rozwoju Eksportu
S.A. not later than November 5, 1996.
4. The ownership of the Shares shall be transferred to TVN at the moment of
transfer of the amount specified in the last sentence of item 3 to the
bank account of REALBUD.
Article 2
REALBUD hereby represents and ensures TVN that it is the owner of the
Shares, which are free of liens and any other encumbrances relating to
obligatory or proprietary rights established to the benefit of third
parties.
Article 3
The Parties hereto agree that pursuant to * 11 of the uniform text of the
Articles of Association of Wisla, disposal of shares between the
shareholders does not require obtainment of the Supervisory Board's
consent, nor is otherwise restricted.
Article 4
Each of the Parties has the right to inform the Management Board of Wisla
on the transfer of ownership of the Shares to the benefit of TVN and
require this fact to be stated in the share register book, and submit a
new list of shareholders at the District Court, pursuant to art. 188 of
the Commercial code.
Article 5
All amendments to this agreement shall require written form, otherwise
they shall be null
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and void.
Article 6
The stamp duty resulting from the sale of the Shares shall be paid by the
Parties hereto in equal parts.
Article 7
This agreement was executed in two copies, one for each Party.
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Przedsiebiorstwo Realizacji TVN Sp. z o.o.
i Koordynacji Budownictwa
"REALBUD" Sp. z o.o.
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