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EXHIBIT 10.23
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (the "Agreement"), dated as of the 8th day of
March 1990, by the among CHASE INTERNATIONAL CORPORATION, Delaware corporation
("CIC"). ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("FNC"), ▇▇▇▇▇ COMMUNICATIONS, INC., a Delaware
corporation ("RCI"), ▇▇▇▇▇▇-▇▇▇▇ COMMUNICATIONS, INC., an Ohio corporation
("RDCI"), POLAND CABLEVISION U.S.A., INC., a Delaware corporation ("PCUI"), and
POLAND CABLEVISION (NETHERLANDS) B.V., a Netherlands corporation (the
"Company");
W I T N E S S E T H
WHEREAS, CIC, FNC, RCI, RDCI, and PCUI are the owners of all of the issued
and outstanding shares of the Company (CIC having purchased all of the shares of
the Company previously owned by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, in accordance with the
original Shareholders Agreement of the Company); and
WHEREAS, the parties hereto desire by this Agreement to provide the various
matters relating to the Company and to protect their equity investments therein;
NOW, THEREFORE, in consideration of the promises and mutual promises
hereinafter set forth, the parties hereto, intending to be legally bound hereby,
agree as follows:
Section 1. Definitions.
"Articles" means the articles of Association of the Company, as in effect
from time to time.
"Board" means the Managing Board of the Company.
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"Business Agreement" means the Business Agreement dated as of November 21,
1989 by and among CIC, the Company and the Existing Shareholders referred to
therein.
"Corporate Shareholder" means any Shareholder which is a corporation,
company, partnership, trust or other incorporated or unincorporated entity which
is not a natural person, and shall include, for so long as it is a Shareholder,
each of CIC, RCI, RDCI and PCUI.
"Individual Shareholder" means any Shareholder who is a natural person, and
shall include, for so long as each is a Shareholder, WRS and FNC.
"Involuntary Transfer" means any transfer by reason of enforcement of any
lien or other encumbrance, attachment, execution or other legal process,
judicial or other order, or other operation of law.
"PTK" means Polska Telewizja Kablowa S.A., a Polish joint stock company in
which the Company is a shareholder.
"Shareholder" means any person or entity who owns or holds Shares.
"Share" means any of the registered shares with a nominal value of one
Dutch guilder each, which constitute part of the capital of the Company.
Section 2. Shareholdings. The parties hereto agree that CIC, FNC, RCI, RDCI
and PCUI each holds the number of shares of the Company set forth below:
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Shares
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Chase International Corporation 169,200;
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,600;
▇▇▇▇▇ Communications, Inc. 24,000;
▇▇▇▇▇▇-▇▇▇▇ Communications, Inc. 4,000; and
Poland Cablevision U.S.A., Inc. 1,200;
and that the full nominal amount for all such shares has been paid.
Section 3. Funding Provisions.
(a) Reference is hereby made to the Business Agreement, the Loan Agreement
referred to in the Business Agreement and the Loan Documents referred to
therein, and letter agreements being entered into as of the date hereof
pursuant to the Business Agreement which reflect further agreements between the
parties relating to the subject matter hereof.
(b) In the event that the Board shall determine that the Company is in
need of additional funds, the Board shall first attempt to provide such funds
by third-party sources, within the discretion of the Board. In the event that
such third-party sources are not available, such funds may be provided by the
issuance of additional share capital to the Shareholders or by the solicitation
and receipt of loans from the Shareholders or any of them, as the Board shall
elect.
If any lender which is unaffiliated with any of the Shareholders shall
require, as a condition of lending money
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to the Company, that all Shareholders guarantee such loan and pledge their
shares to secure the same, and the Board reasonably determine after
investigation that a loan cannot be obtained elsewhere on the same or better
terms without such guarantee and pledge, then all Shareholders may be required
to pledge all of their Shares in the Company (including Shares which are
partially protected or permanently protected) pursuant to a non-recourse
guarantee to enable it to obtain such loan, on such reasonable terms as the
Board shall negotiate; provided that no Shareholder shall be required to
provide such guarantee and pledge unless the terms of such guarantee and pledge
(i) shall not require the Shareholder to have any personal liability on such
guarantee, but only permit the lender to have recourse under such guarantee to
such Shareholder's Shares, and (ii) as to any Shareholder other than CIC shall
not be more onerous than the terms of CIC's guarantee and pledge taken as a
whole. All Shareholders shall cooperate fully and sign all documents required
to effect such guarantee and pledge.
In the event that the Board solicits and receives loans from the
Shareholders or any of them, any such loans shall bear interest at a rate not
to exceed 10% per annum and shall be repayable only to the extent that, upon
any date upon which principal, interest or other payment is due in respect of
such loan, the company has sufficient cash on hand to make such payment, and
that, to the extent that any such
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payment is not made in full by reason of the Company's not having sufficient
cash on hand, the amount not paid shall remain due and payable in accordance
with the provisions of the Loan Documents therefor (including any provisions
regarding overdue principal and interest), but shall be paid only if, as and
when the company has sufficient cash on hand to make such payment. The
limitations upon payment of otherwise due and payable amounts hereunder shall
expire, however, as to all loans of CIC to the Company on a date three (3)
years after the date of this Agreement.
In the event that the Board shall determine that additional share capital
should be issued, the Board shall give written notice to all Shareholders of
the total funds required and the amount each Shareholder is entitled to
contribute as additional share capital. Such amount shall be that percentage of
the total funds required which the Shares held by that Shareholder represent of
the total issued and outstanding Shares of the Company. If any Shareholder (a
"Defaulting Shareholder") declines or fails to provide his or its share of the
funds sought by the company within 30 days of the date notice is given by the
Company as provided above, by payment in cash or by certified check to the
order of the Company delivered to the Board at the address set forth in the
Company's notice, the Board shall give notice (the "Second Notice") of such
fact to each other Shareholder and each such other Shareholder who desires to
contribute part or all of the funds
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due to be contributed by the Defaulting Shareholder may elect within 15 days of
receipt of the Second Notice to contribute such funds by payment in the manner
set forth above in such proportions as all such other Shareholders may agree or,
failing agreement, in the same proportion as each of such other Shareholder's
holdings bear to the aggregate holdings of those contributing the funds due from
the Defaulting Shareholder. Following the making of all such contributions
(including the contributions initially due from Shareholders and amounts
contributed in the place of Defaulting Shareholders) the Board shall issue to
each Shareholder making a contribution at such time an amount of additional
Shares equal to (i) the aggregate amount contributed by such Shareholder
(including, where applicable, amounts contributed in the place of any Defaulting
Shareholder), converted, if required, into Dutch guilders at the then applicable
rate of exchange, divided by (ii) the nominal value per Share (which as of the
date hereof is acknowledged to be one Dutch guilder per Share), as the same may
be adjusted by reason of all stock splits, stock dividends, recapitalizations
and similar events occurring following the date hereof. Any Shareholder failing
to provide his or its share of any funds sought by the Company by the dates
specified above shall irrevocably waive the right to make such contribution and
to acquire additional Shares in respect thereof. In no event shall the Board or
the Company issue any request for additional funds as provided above in order to
provide funds
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for the payment of any debt or other obligation or liability due to any
Shareholder.
(c) Notwithstanding Section 3(b) above the shareholdings of the
Shareholders (other than CIC and its transferees) shall be protected from
dilution for failure to provide any funds sought by the Company pursuant to
such Section 3(b) as follows:
(i) One-half of the current shareholdings of each Shareholder
executing this Agreement (other than CIC) shall be considered "permanently
protected" from dilution, meaning that, regardless of any stock dividends,
stock splits, reverse splits, recapitalization, reclassification of securities,
issuance of new securities of any class, mergers, consolidations or other
corporate reorganizations occurring hereafter with respect to the Company, each
Share constituting part of such shareholding shall forever represent 0.0005% of
the total equity in the Company and of the total votes which may be cast by
Shareholders on any subject. Accordingly, but without in any way limiting the
generality of the foregoing, in the event of any request for funds as
contemplated by Section 3(b), any Shareholder holding Shares which are
"permanently protected" as aforesaid shall not be obligated to contribute
one-half of the amount requested from him or it, nor shall such Shareholder be
diluted for failure to contribute one-half of such funds requested, as provided
in Section 3(b). In the event of the occurrence of any of the events referred
to above, including
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but not limited to any request for funds made as provided in Section 3(b),
any Shareholder holding shares which are "permanently protected" shall
automatically be issued that number of Shares (or any parties entitled to
receive additional Shares shall forego the receipt of that number of the
additional Shares to which they would be entitled) as will insure that such
Shareholder maintains, with respect to all Shares owned by such Shareholder
which are "permanently protected", the percentage interest in the Company's
equity and the voting power of its Shares specified above.
(ii) in addition to the foregoing, the other one-half of the current
shareholdings of each Shareholder executing this Agreement (other than CIC
and its transferees) shall be considered to be "partially protected" from
dilution, meaning that (1), in the event of any request for funds made at
any time for the development of the business of PTK in the cities of Warsaw
or Krakow, any Shareholder holding Shares which are "partially protected"
as aforesaid shall not be obligated to contribute the other one-half of the
amount requested from him or it, nor shall such Shareholder be diluted for
failure to contribute such other one-half of such funds requested, but such
Shareholder shall automatically be issued that number of Shares (or the
parties contributing funds in response to such request shall forego the
receipt of one-half of the additional Shares to which they would be
entitled in respect of the funds contributed) as will insure that such
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Shareholder maintains, with respect to all Shares owned by such
Shareholders which are "partially protected", the same percentage
interest in the equity of the Company and the voting power of the Shares
which such "partially protected" Shares had prior to such request for
funds; and (2), in the event that CIC fails timely to exercise the option
referred to in Section B hereof, immediately thereupon all Shares which
heretofore have been "partially protected" shall become "permanently
protected" within the meaning set forth in Section 3(c)(i) above and
entitled to all of the rights, privileges and protections of "permanently
protected" Shares as set forth therein.
The parties acknowledge that the current intent of the Company is to raise
capital for and commence construction in Warsaw and Krakow before doing likewise
with respect to any other city in Poland. The Company (and CIC as its majority
shareholder) shall be free, however, to raise capital for and construct systems
in such cities (and in such portions of such cities) in Poland at the pace and
in the order (or concurrently) as it shall deem commercially reasonable.
(d) The rights set forth in Section 3(c) above are intended to and shall
inure to the benefit of any permitted transferee of any Shareholder. Any
Shareholder transferring any of his or its Shares in accordance with the terms
of this Agreement shall designate to the transferee and to the Company whether
the Shares being transferred are Shares which are "permanently protected" or
"partially protected", within the
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meaning of those phrases set forth in Section 3(c) above.
Section 4. Restrictions on Transferee of Shares Procedures for Payment.
(a) The parties hereto agree that the transfer of Shares shall only be
permitted in any of the circumstances described below:
(i) in connection with the merger or consolidation of any Corporate
Shareholder with or into, or the transfer of any Shares owned by any
Corporate Shareholder to, any other corporation, company, partnership,
trust or other incorporated or unincorporated entity which controls, is
controlled by or is under common control with such Corporate Shareholder;
(ii) in connection with the liquidation, distribution or other
termination of any Corporate Shareholder;
(iii) in connection with the gift by any Shareholder of any portion
of his shareholdings, so long as the Shares are donated only to the spouse,
children, stepchildren, sons-in-law, daughters-in-law or parents of such
Shareholder or (in the case of a Corporate Shareholder) the foregoing
relatives of any person owning 50% or more of the outstanding Shares of any
Shareholder; provided that any such transferee has agreed to, and does
accept the Shares transferred subject to appropriate voting trust, proxy or
other similar procedures
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retaining for the Shareholder-transferor the exclusive right to vote the Shares
being transferred;
(iv) if such transfer is made to a person or entity who is then a
Shareholder of the Company; or
(v) if such transfer is made to CIC pursuant to its exercise of the
option referred to in Section 8 hereof, or if such transfer is made to any
party pursuant to its exercise of its right of first refusal referred to in
Section 9 hereof, or if such transfer is made by any of the parties
executing this Agreement following the failure of any other party to fully
exercise its right of first refusal with respect thereto, as set forth in
Section 9 hereof.
Further, no transfer of the type described above in this Section 4(a) shall
be permitted unless and until the transferee shall have executed an instrument
satisfactory in form and substance to the Company agreeing to become a party to
and be bound by all of the terms and conditions of this agreement. Any transfer
of Shares which is permitted under this Section 4(a) shall not be subject to the
rights of first refusal set forth in Section 9 hereof.
(b) All transfers of Shares (including any transfer made or to be made by
reason of or resulting from any Involuntary Transfer), whether or not permitted
hereunder, shall be made in compliance with the provisions of Article 9 of the
Articles. In order to facilitate the consummation of transfers
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permitted pursuant to Section 4(a) above, each Shareholder hereby agrees in
advance, and intending to bind himself or itself irrevocably, to vote his or
its Shares and take such other action as may be required in order for such
permitted transfers to be consummated. In addition, each Shareholder agrees
upon request to execute (and re-execute) such proxies or power of attorney
(which may also be irrevocable, to the extent permitted by applicable law) as
are necessary in order to permit another party to take on such Shareholder's
behalf any action which may be required in order for such permitted transfers
to be consummated. In addition, each Shareholder also agrees to take all
actions permitted by law to prevent the transfer of Shares otherwise than in
accordance with Section 4(a) above.
Section 5. Prohibition on Pledges, etc; Permitted Transactions.
(a) Anything in the Articles or other governing documents of the Company to
the contrary notwithstanding, no Shareholder may create a usufruct
("vruchtgebruik") or a pledge ("pandrecht") on any Shares, or otherwise
mortgage, hypothecate, grant a security interest in, or otherwise encumber any
Shares to or in favor of any other person or entity unless all of the other
Shareholders shall have consented thereto in writing, and the Company and each
other Shareholder may treat any such action taken without such consent as void
and of no force and effect.
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(b) Each of the parties hereto hereby consents to and approves the taking
of any of the actions referred to in Section 5(a) hereof with respect to any of
the Shares if and to the extent required to secure borrowings made by the
Company or PTK to provide financing for the conduct of the business of PTK; and
further agrees to vote his or its Shares and take such other action as may be
required in order for such actions with respect to the Shares to be taken,
including executing (and re-executing) such proxies or powers of attorney (which
may also be irrevocable, to the extent permitted by applicable law) in order to
permit another party to take on such Shareholder's behalf any action which such
Shareholder has committed himself or itself to take pursuant to this Section;
and further consents to and approves the transfer (whether or not an Involuntary
Transfer) of any such Shares to any person or entity providing such financing if
made in accordance with the terms under which such financing was provided.
Section 6. Repurchase of Shares upon death, liquidation, etc.
(a) Upon the death of any Individual Shareholder, the executor,
administrator or other authorized representative of the estate of such
Individual Shareholder shall promptly offer to sell such Individual
Shareholder's shares to the other Shareholders at the price and upon the terms
set forth in this Section, by notice in writing to the Board and such other
Shareholders entitled to purchase.
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(b) Upon the liquidation, dissolution or other termination of the existence
of any Corporate Shareholder (other than in connection with a BONA FIDE
reorganization of the holdings of the shareholder(s) of such Corporate
Shareholder), the liquidator, receiver or other person or entity having the
responsibility for the winding up of the affairs of such Corporate Shareholder
shall promptly offer to sell such Corporate Shareholder's Shares to the other
Shareholders at the price and upon the terms set forth in this Section, by
notice in writing to the Board and such other Shareholders entitled to purchase.
(c) Upon the death of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇
Communications, Inc. or ▇▇▇▇▇▇-▇▇▇▇ Communications, Inc., as the case may be,
shall promptly offer to sell all of the Shares owned by such Corporate
Shareholder to the other Shareholders at the price and upon the terms set forth
in this Section, by notice in writing to the Board and such other Shareholders
entitled to purchase.
(d) The Shareholders entitled to purchase shall have the initial right for
a period of 60 days after receipt of any of the offers referred to above in this
Section to accept such offer as to all or any portion of the Shares being
offered. Any election to purchase any such Shares shall be made in writing
delivered to the party offering the Shares within such 60-day period and, once
made, shall be binding upon the Shareholder making the same, regardless of the
number of Shares.
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which such Shareholder may be allocated as hereinafter provided. If the
aggregate number of Shares which the other Shareholders elect to purchase
exceeds those available for purchase, the available Shares shall be apportioned
among the Shareholders electing to purchase the same in the same proportion as
the holdings of each of the Shareholders electing to purchase bears to the
aggregate holdings of all those electing to purchase. If after completion of the
procedure described above there remain any unpurchased Shares, the Company shall
be obligated to purchase such remaining Shares, unless it is not legally
permitted to do so. In the event that the Company is not legally permitted to
purchase such remaining shares or fails to complete the purchase of such
remaining shares, the offering Shareholder shall have the right to sell or
otherwise dispose of the Shares not purchased upon such terms as such offering
Shareholder deems appropriate.
(e) The price at which any Shares shall be offered to the other
Shareholders entitled to purchase and then to the Company under the terms of
this Section shall be the price determined to be the market value of the Shares
being offered by an independent expert to be appointed in consultation between
the offering Shareholder, the other Shareholders entitled to purchase and the
Company, or, if agreement on such expert has not been reached within four weeks,
by a registered accountant to be appointed by the Chairman of the Netherlands
Institute of Registered Accountants. The period for the
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acceptance by any Shareholder of any of the offers referred to above in this
Section shall in any event not terminate until a date 30 days after the date
such determination of price is made.
(f) Following the acceptance of any of the offers referred to above the
transferor and transferee(s) of the applicable Shares shall comply with the
provisions of Article 9 of the Articles EXCEPT THAT it is hereby acknowledged
and agreed by the parties hereto that
(i) consent is hereby given by all Shareholders (including CIC and its
transferees) to the extent required for the Company to purchase any Shares
as provided above; and
(ii) approval is hereby given by all Shareholders (including CIC and
its transferees) for the transfer of any Shares purchased in accordance
with the procedures described above.
(g) The purchase price for any Shares purchased pursuant to this Section
shall be paid, subject to compliance by the seller with all of the requirements
of Article 9 of the Articles and applicable law relating to the transfer of such
Shares, in five equal annual installments, the first of which shall be paid on
the date all of such requirements have been satisfied and the remainder of which
shall be paid on the four succeeding anniversaries thereof, together in each
case with interest on the unpaid portion of the price calculated at an
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annual rate of 10%.
Section 7. Obligation to Refer Offers. In the event that (i) CIC receives,
and desires to accept, an offer to purchase Shares held by it and (ii) following
such purchase, the number of Shares owned by CIC would be less than the total
number of Shares owned at such time by FNC, RCI, RDCI and PCUI collectively, CIC
shall be obligated to offer such other Shareholders in writing the right to
participate in such sale by selling a portion of the Shares owned by such other
Shareholders, the portion which such other Shareholder shall have the right to
sell being determined in accordance with the following formula:
Total shares to be purchased
Shares owned by Shareholder x ------------------------------
Total outstanding shares
Any Shareholder wishing to sell the number of Shares which he or it is permitted
to sell pursuant to the foregoing formula (or any lesser number) shall be
required to so indicate in writing to CIC within 30 days of receipt of CIC's
written notice; otherwise such Shareholder shall lose the right to participate
in the sale. To the extent that any such Shareholder elects to participate in
the sale, the number of Shares which CIC may sell shall be correspondingly
reduced. Any such Shareholder electing to participate in the sale shall be
obligated to cooperate to the fullest extent with CIC to complete the sale.
Notwithstanding the foregoing, all Shareholders participating in the sale and
the party purchasing
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the Shares shall be obligated to comply with all of the provisions of Article 9
of the Articles regarding the transfer of Shares, it being the intention of the
foregoing to preserve for Shareholders the right, whether or not they have
elected to sell, to purchase the Shares being offered at their fair market value
as provided in the Articles.
Section 8. CIC Options to Purchase. (a) CIC shall have the irrevocable
right and option to purchase from the Shareholders executing this Agreement and
their transferees (other than transferees as to whom CIC has been offered its
right of first refusal under Section 9(a) and failed to exercise the same, whose
Shares shall not be subject to the option set forth in this Section 8(a)) all
(but not less than all) of the Shares then owned by such Shareholders which are
"partially protected" (as defined in Section 3(c) hereof), upon the following
terms and conditions:
(i) the price payable for each such Share shall be equal to $50.00,
such price to be appropriately adjusted in the case of additional issuances
of Shares to holders of "partially protected" Shares pursuant to stock
splits, stock dividends or the anti-dilution provisions of Section 3(e)
hereof (it being understood that such price per Share shall not be adjusted
notwithstanding the issuance of Shares to any other shareholder as a result
of any request for funds pursuant to Section 3, or otherwise);
(ii) the aggregate purchase price shall be
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paid by certified or bank checks made out to the individual selling
Shareholders;
(iii) such option may only be exercised by CIC giving all of the
Shareholders executing this Agreement then owning Shares which are
"partially protected" (as defined in Section 3(c) hereof) written notice of
its intention to exercise such option which is given to such other
Shareholders between November 20, 1990 and November 30, 1990, inclusive;
and
(iv) in the event such written notice is duly and timely given, CIC
shall thereupon be obligated to purchase the "partially protected" Shares
then owned by the other Shareholders executing this Agreement, and such
Shareholders shall be obligated to sell such Shares, for the per Share
price set forth above, at a closing to be held not later than fourteen (14)
days after the date of the written notice of the exercise of CIC's option.
In the event that CIC fails to exercise the foregoing option, all Shares
(by whomsoever owned) which are then "partially protected" shall immediately
become "permanently protected", in each case within the meaning of such terms
set forth in Section 3(c). As set forth in Section 4(a), the transfer to CIC of
any Shares acquired by CIC pursuant to the proper exercise of the foregoing
option shall be a permitted transfer of such Shares hereunder and shall be
entitled to all of the benefits set forth in Section 4(b) hereof.
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(b) (i) CIC is hereby granted by all of the other Shareholders the
irrevocable option and right to purchase all (but not less than all) of the
Shares held by them constituting the "permanently protected" portion thereof, at
a price per Share of $454.545 (appropriately adjusted to reflect the issuance of
additional Shares due to stock splits, stock dividends, or the anti-dilution
provisions of Section 3(c) hereof) (the "Option Price"), at any time during the
period from the date hereof until the close of business on August 22, 1991 (the
"Option Period"). Nothing herein shall be construed to prevent the Shareholders
from selling or transferring their Shares in advance of receipt of an "Exercise
Notice" (as defined below), and CIC shall lose its option hereunder as to any
Shares in the "permanently protected" portion so sold or transferred provided
that the Shareholder had provided CIC with a right of first refusal in
accordance with Section 9 hereof on such sale or transfer.
(ii) The option shall be exercisable by written notice (an "Exercise
Notice") from CIC to each of the other Shareholders. Upon the giving of such
Exercise Notice, CIC shall thereupon be obligated to purchase the Shares set
forth in the Exercise Notice, and the Shareholders shall be obligated to sell
the Shares, as described herein. No later than thirty days after giving such
Exercise Notice, a closing shall be held, at which each of the selling
Shareholders shall deliver the Shares being purchased from him or it, duly
endorsed or in
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blank for transfer, if the Shares are then represented by certificates, or if
not, an Instrument of Transfer and ▇▇▇▇ of Sale in a form reasonably acceptable
to CIC, together with any and all corporate proxies and actions to permit the
transfer to CIC in accordance with the Articles of Association of the Company.
CIC shall simultaneously deliver to each selling Shareholder the first
installment of the total purchase price for the Shares purchased from him or it,
by certified or bank check or other immediately available funds.
(iii) Payment of the aggregate purchase price for any Shares purchased
pursuant to the option provided herein shall be payable in forty-eight equal
monthly installments, without interest, the first being payable one (1) month
after the date of the closing as described in (ii) above. Such deferred payment
obligation shall be evidenced by a promissory note for each Shareholder
containing, inter alia, provisions for the acceleration of amounts still due in
the event of any default in payment thereunder and otherwise in form reasonably
satisfactory to the payee thereunder.
(iv) Transfers of Shares pursuant to the exercise of this option shall be
"permitted transfers" of such Shares under Section 4(a) hereof and shall be
entitled to all of the benefits set forth in Section 4(b) hereof.
Section 9. Rights of First Refusal.
(a) In addition to the rights granted pursuant to
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Section 8 above, CIC shall have the right to purchase from any of the other
Shareholders executing this Agreement any Shares which any such Shareholder
desires to sell at any time, upon the same terms and conditions as such
Shareholder proposes to sell, and subject to the following terms and
conditions:
(i) in the event that any of the Shareholders executing this Agreement
shall receive an offer to purchase any of the Shares held by such
Shareholder, such Shareholder shall give CIC written notice thereof,
accompanied (1) by a copy of the agreement pursuant to which it is proposed
that such Shares be sold (which shall specifically identify the proposed
purchaser, and the proposed purchase price and payment terms), (2) a
representation and warranty by such Shareholder that the offer is bona fide
in all respects and, (3) a stipulation by such Shareholder that the
involvement of the prospective purchaser in the business to be conducted by
PTK will enhance such business;
(ii) CIC shall have forty-five (45) days after receipt of such written
notice to notify the selling Shareholder of its intention to purchase, and
to complete the purchase of the Shares proposed to be sold upon all of the
terms upon which such Shares were proposed to be sold. The cash portion of
the purchase price shall be paid by certified or bank check.
(iii) In the event that CIC fails duly and
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timely to exercise its right of first refusal as aforesaid, the selling
Shareholder shall have the right to sell the Shares proposed to be sold to
the intended purchaser, so long as such sale is completed upon the terms
set forth in the written notice to CIC referred to above within forty-five
(45) days of CIC's notifying the selling Shareholder that it elects not to
exercise its right of first refusal.
(b) Similarly, the other Shareholders executing this Agreement shall have
the right to purchase from CIC any Shares which CIC desires to sell at any time,
upon the same terms as CIC proposes to sell, and subject to the following terms
and conditions:
(i) In the event that CIC shall receive an offer to purchase any of
the Shares held by CIC, CIC shall give written notice thereof to RCI (or,
if it is no longer a Shareholder, RDCI) (it being the responsibility of
such party (hereinafter, the "Notice Party") to thereafter notify all of
the other Shareholders entitled to purchase CIC's Shares), accompanied (1)
by a copy of the agreement pursuant to which it is proposed that such
Shares be sold (which shall specifically identify the proposed purchaser,
and the proposed purchase price and payment terms), (2) a representation
and warranty by CIC that the offer is bona fide in all respects and (3) a
stipulation by CIC that the involvement of the prospective purchaser in the
business to be conducted by PTK will enhance
-23-
24
such businesses.
(ii) The Shareholders entitled to purchase CIC's Shares shall have
forty-five (45) days after receipt of such written notice to notify CIC of
their intention to purchase, and to complete the purchase of the Shares
proposed to be sold upon all of the terms upon which such Shares were
proposed to be sold. It shall be the responsibility of the Shareholders
entitled to purchase CIC's Shares to decide amongst themselves as to how
such Shares are to be allocated amongst them. CIC shall not be obligated to
honor notifications received from any Shareholder other than the Notice
Party. The cash portion of the purchase price shall be paid by certified or
bank check.
(iii) In the event that the other Shareholders fail duly and timely to
exercise their right of first refusal as aforesaid, CIC shall have the
right to sell the Shares proposed to be sold to the intended purchaser, so
long as such sale is completed upon the terms set forth in the written
notice referred to above within forty-five (45) days of the Notice Party
notifying CIC that the other Shareholders elect not to exercise their right
of first refusal.
(c) As set forth in Section 4(a), the transfer of any Shares acquired by
any party pursuant to the proper exercise of the foregoing right of first
refusal, or the transfer to any proposed third party purchaser of any Shares
following any party's failure to exercise such right of first
-24-
25
refusal, shall each be a permitted transfer of such Shares hereunder and shall
be entitled to all of the benefits set forth in Section 4(b) hereof.
Section 10. Special Covenants. The parties hereto agree that, anything in
the Articles of the Company to the contrary notwithstanding, the consideration
upon which the Company enters into any contract with any party affiliated with
CIC must be commercially reasonable or must be approved by both ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (except that such approval shall not be required from any
such party once he (or an entity controlled by him) has ceased to hold any
interest, directly or indirectly, in the Company). Challenges by Shareholders
under this Section 10 shall be limited to the consideration involved in any
such contract, and shall not be permitted to void or invalidate such a contract.
Section 11. Legends. In the event that the Company shall issue
certificates for, or other instruments evidencing Shares, such documents shall
have the following legend printed or stamped thereon:
"THE SHARES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND
PLEDGE AS MORE FULLY SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE
SHAREHOLDERS OF THIS COMPANY WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
THE COMPANY:"
The Company shall also cause its share register to be appropriately annotated
to reflect the foregoing.
Section 12. Representations and Warranties. Each
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26
Shareholder hereby represents and warrants to the Company and each of the other
Shareholders as follows:
(a) Valid and Binding Agreement. This Agreement constitutes the valid
and binding agreement of such Shareholder, enforceable against such Shareholder
in accordance with its terms, except that such enforcement may be limited by
any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect affecting
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).
(b) No Violation. Neither the execution and delivery by such Shareholder
of this Agreement, nor the consummation by such Shareholder of the transactions
contemplated hereby, will violate any agreement, contract, shareholder
agreement, security agreement, lien or other instrument or commitment to which
such Shareholder is a party or any order, writ or injunction.
(c) Information: Investment Intent. Such Shareholder has had access to
such information concerning the Company and he or it has had the opportunity to
ask such questions of and to receive answers from the Company concerning the
terms and conditions of its participation in the Company as he or it believes
necessary to make an informed decision regarding such participation. Such
Shareholder understands and acknowledges that (i) he or it is acquiring the
Shares without
-26-
27
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"); (ii) he or it is not anticipated that there will be a market
for any of the Shares in the foreseeable future; (iii) it is acquiring such
Shares for its own account and not with a view to the distribution thereof in
any transaction that would be in violation of the securities laws of the United
States of America, the Netherlands or any other applicable jurisdiction; and
(iv) he or it will not sell any of the Shares unless such sale is registered,
or exempt from registration, under the Securities Act and/or is otherwise
permitted under the laws of the Netherlands or any other applicable
jurisdiction.
Section 13. Disclosure of Information. Each Shareholder shall hold and
keep confidential any and all data and information of a proprietary nature
relating to the Company, PTK, any subsidiary thereof or any successor in
interest thereto, including, but not limited to, budgets and financial analyses
and programming, which such Shareholder may know or may hereafter know as a
result of his or its interest in the Company. Each Shareholder shall not at any
time during the period he or it is a Shareholder or thereafter directly or
indirectly disclose any such information to any third party or use the same in
any way other than in connection with the business and affairs of the Company
or PTK.
Section 14. Agreement Not to Compete. Each Shareholder hereby covenants
and agrees that for so long as he or it
-27-
28
is a Shareholder, he or it will not have any interest, direct or indirect,
whether as a shareholder, director, officer, employee, partner or joint
venturer (other than (i) any ownership in the Company or (ii) a three percent
(3%) or less interest in any publicly held entity other than the Company), in
any business or company seeking or having a license or franchise to engage in,
or which proposes to engage or is engaged in any aspect of the cable television
business in the country of Poland, including, without limitation, operating or
providing SMATV, DBS, MDS, MMDS, STV or any other competitive services for
television reception for a fee in the country of Poland. Each Shareholder
further agrees that during such period he or it will not perform any services
as an employee or, agent for or consultant to any such business or company.
Section 15. Remedies for Breach. Each Shareholder acknowledges that a
breach by him or it of any of the terms of this Agreement will irreparably harm
the Company and the other Shareholders, and accordingly agrees that, in
addition to any other available remedies, the Company and any of the other
Shareholders shall each be entitled to specific performance of all of the terms
of this Agreement and/or injunctive relief to restrain any breach of such terms.
Section 16. Implementation of Agreement. All Shareholders and the Company
agree promptly hereafter to take all actions necessary on their part (including,
without limitation, giving proxies, authorizing or approving changes in
- 28 -
29
the Company's capital structure or governing documents and adopting by way of
voting in a meeting, or execution of a circular resolution, all resolutions to
be adopted by the General Meeting of Shareholders), in order to implement all of
the terms of this Agreement.
Section 17. Power of Attorney. Each Shareholder hereby makes, constitutes
and appoints Willam C.B. van Wettum of Naarden the Netherlands as such
Shareholder's agent and attorney-in-fact for such Shareholder in such
Shareholder's name, place and stead and for such Shareholder's use and benefit,
to sign, execute, certify, acknowledge, swear to, file and/or record, to the
full extent permitted hereby, any instruments that may be required to adopt by
way of voting in a meeting, or execution of a circular resolution, any
resolutions to be adopted by the General Meeting of Shareholders to effectuate
the issuance of Shares pursuant to Article 3.2 of the Articles, the pledge of
Shares pursuant to Article 6 of the Articles or the transfer of Shares pursuant
to Article 9.4 and 9.5 of the Articles, or to take any other action which such
Shareholder may be obligated to take pursuant to the terms of this Agreement.
The power of attorney granted pursuant to this Section:
(a) is a special power of attorney coupled with an interest and is
irrevocable;
(b) may be exercised by any such attorney-in-fact by recording the name of
the Shareholder for whom such attorney-
-29-
30
in-fact may be acting, with the single signature of such attorney-in-fact
together with the recital that such attorney-in-fact acts as attorney-in-fact
for him or it; and
(c) shall survive the death, bankruptcy or mental incapacitation of any
Shareholder, to the extent such Shareholder may legally contract for such
survival, and shall also survive the transfer, sale or assignment of such
Shareholder's ownership interest to the extent necessary to enable such
attorney-in-fact to execute, acknowledge, swear to and file any instrument or
instruments required by reason thereof.
Section 18. Notices. All notices, requests and other communications
required or contemplated hereunder shall be in writing and shall be deemed to
have been duly given to the recipient when delivered in person or mailed
certified mail, postage prepaid (or by the most nearly comparable method if
mailed from or to a location outside of the United States), addressed to such
recipient at his or its address set forth at the end of this Agreement or at
such other address as shall have been given to all of the other parties hereto
for such purpose. Copies of any notice required or permitted to be given any
party to this Agreement shall be given to all other parties to this Agreement.
Section 19. Amendment. This Agreement may be amended from time to time, but
only by the written agreement of all of the Shareholders.
Section 20. Benefit. This Agreement and each of its
-30-
31
provisions, whether so expressed or not, shall be binding upon the Company and
the Shareholders, and their respective heirs, executors, administrators,
personal representatives, successors and assigns. This Agreement shall inure to
the benefit of the Company and the Shareholders, and also to the benefit of each
of the other parties referred to in this Section, but only to the extent
expressly permitted herein.
Section 21. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
Section 22. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.
Section 23. Headings. The Section headings set forth in this Agreement
are for the convenience of the parties only, do not form a part hereof and
shall not affect the interpretation or construction of this Agreement.
Section 24. Pronouns. Any pronoun and any variation thereof used herein
shall be deemed to refer to the masculine, feminine or neuter, or singular or
plural, as the context may require.
Section 25. Severability. If at any time any provision of this Agreement
shall be determined by any court of competent jurisdiction to be illegal,
invalid or unenforceable, such provision shall be of no force and effect, but
the
-31-
32
remaining provisions of this Agreement shall continue in full force and effect
and the illegality, invalidity or unenforceability of any other provision of
this Agreement.
Section 26. No Waiver. Any provision hereof can be waived only by a
written instrument making specific reference to this Agreement signed by the
party against whom enforcement of such waiver is sought. Any waiver by any party
of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach
of any other provision of this Agreement. The failure of a party to insist upon
strict adherence to any term of this Agreement shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.
Section 27. Prior Agreements. This Agreement is intended to, and hereby
does, supersede in their entirety any and all prior agreements or under-
standings, written or oral, between any of the parties hereto relating to any of
the matters referred to herein (including, without limitation, the Shareholders
Agreement dated October 19, 1989 between the parties hereto other than CIC), all
of which shall henceforth be treated as of no force and effect.
Section 28. Status of Transferees. Any person or entity acquiring any
Share, by accepting it, shall be deemed to become and be a party to this
Agreement as if such person or entity signed this Agreement as a Shareholder.
-32-
33
Section 29. Management Fee of CIC. Each Shareholder hereby agrees that CIC
may cause the Company to fund up to $250,000 per year as a management fee
payable to CIC, throughout the term of the PTK joint venture, provided, that the
first year's management fee shall be payable for the period November 21, 1989
through November 20, 1990; and provided, further, that, during such first year,
50% of such fee shall be earned and paid ratably over the first twelve months,
with the remaining 50% balance payable no sooner than November 20, 1990.
IN WITNESS WHEREOF, this Agreement has been executed the day and year first
above written.
Witness:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- ----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address for purpose of notice, etc:
▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, N.J. 08033
U.S.A.
Attest: ▇▇▇▇▇ COMMUNICATIONS, INC.
BY:
--------------------------- -------------------------------
Its President
Address for purpose of notice, etc:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇.▇.
-33-
34
Attest: ▇▇▇▇▇▇-▇▇▇▇ COMMUNICATIONS,
INC.
By:
--------------------------- ----------------------------------
Its President
Address for purpose of notice, etc:
▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, N.J. 08033
U.S.A.
Attest: POLAND CABLEVISION U.S.A., INC.
BY:
--------------------------- ----------------------------------
Its President
Address for purpose of notice, etc:
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, N.J. 08033
U.S.A.
POLAND CABLEVISION (NETHERLANDS) B.V.
By:
----------------------------------
Managing Director
Address for purpose of notice, etc:
c/o E. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
U.S.A.
-34-
35
Attest: CHASE INTERNATIONAL CORPORATION
By:
--------------------------- -------------------------------
Its
Address for purpose of notice, etc:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇.▇.
-35-
36
AMENDMENT NO. 1
TO
SHAREHOLDERS AGREEMENT
This Amendment No. 1 dated as of March 8, 1990 to the Shareholders
Agreement dated of even date between the parties hereto (the "Shareholders
Agreement").
W I T N E S S E T H T H A T
The parties hereto, intending to be legally bound hereby, agree as follows:
1. Definitions. Unless otherwise specifically defined herein, all terms
herein used with initial capitals shall have the respective meanings given to
them in the Shareholders Agreement.
2. Option for Partially protected Shares. The provisions of Section 8(a)
of the Shareholders Agreement shall be amended and/or supplemented as follows:
(a) The parties agree that CIC may exercise the option referred to therein
at any time.
(b) The aggregate purchase price for all the "partially protected" Shares
as described in the Shareholders Agreement shall be $770,000, payable pro rata
to the Shareholders (other than CIC) in cash, as to one-half, on November 21,
1990, and as to the other half, on May 21, 1991.
(c) The Shareholders (other than CIC) shall transfer title to the
"partially protected" Shares owned by them to CIC at a closing on November 21,
1990, subject to the
-1-
37
receipt of such Shareholders of their respective pro rata shares of $385,000
(being one-half of the purchase price payable with respect thereto), and
non-interest bearing promissory notes of CIC due May 21, 1991 and guaranteed by
▇.▇. ▇▇▇▇▇ Enterprises, Inc., for the balance due to each Shareholder.
3. Exercise of Option.
(a) CIC hereby gives the other Shareholders irrevocable notice of its
intention to exercise the option referred to in Section 8(a) of the
Shareholders Agreement, as its terms have been amended and/or supplemented
hereby, and hereby irrevocably commits to pay the purchase price therefor,
against transfer of title to such Shares, upon the respective due dates, all as
set forth in Section 2 above.
(b) Anything in the Shareholders Agreement to the contrary notwithstanding,
no Shareholder other than CIC shall have a right to transfer his or its
"partially protected' Shares, other than to CIC pursuant its exercise of option
described above. Any purported transfer in violation hereof shall be void and of
no effect.
4. Option for Permanently Protected Shares. In lieu of the option granted
pursuant to Section 8(b) of the Shareholders Agreement, which is hereby
terminated, CIC shall have an option to purchase from the other Shareholders all
of the Shares which as of the date hereof are "permanently protected', which the
parties hereto agree as of the date
-2-
38
hereof are owned as follows:
▇▇▇▇▇ Communications, Inc. 12,000
▇▇▇▇▇▇-▇▇▇▇ Communications, Inc. 2,000
Poland Cablevision U.S.A., Inc. 600
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 800
------
Total 15,400
upon the following terms and conditions:
(a) For the purposes hereof, the term "subscriber" shall mean a customer of
any cable television or similar system developed by PTK who has been a customer
for at least ninety (90) consecutive days and who has paid in full for the
subscribed services for at least three (3) consecutive months; and the term
"required subscriber count" with respect to any city listed in Exhibit A hereto
shall mean that number of subscribers which is set forth opposite that city in
Exhibit A hereto.
(b) Anything in the Shareholders Agreement to the contrary notwithstanding,
no Shareholder (other than CIC) shall have any right or legal ability to
transfer his or its Shares except as permitted by (i) Section 4 of the
Shareholders Agreement (PROVIDED that, in accordance with Section 28 of the
Shareholders Agreement, each permitted transferee shall be deemed to become and
be a party to the Shareholders Agreement as amended by this Amendment No. 1, as
if such person or entity signed the Shareholders Agreement and this Amendment
No. 1 as a Shareholder) or (ii) subclause (2) below. Any purported
-3-
39
transfer in violation hereof shall be void and of no effect.
(c) At any time from the date hereof until a date sixty (60) days after the
month end of the month in which the required subscriber count has been first
realized with respect to any city listed in Exhibit A hereto, CIC shall have the
right and option to acquire with respect to such city a total of 1711 Shares
(1712 Shares for the first such city) from the other Shareholders (on a PRO RATA
basis) for the aggregate price of $777,726.49 ($778,181.04 for the first such
city). CIC shall cause PTK to provide notice to it, and CIC shall be obligated
to notify each of the other Shareholders in writing, that the required
subscriber count has been met as to a specified city within thirty (30) days
after the end of the month in which such count has been first realized. It is
the intention of the parties hereto that CIC shall have this option with respect
to each of the cities; that each such option shall be separately exercisable
once the required subscriber count for that city shall have been realized
whether or not CIC shall have exercised or failed to exercise its option with
respect to any other city; that the number of Shares subject to option with
respect to each city shall in all events be 1711 (1712 Shares for the first such
city) and the price for the Shares subject to option with respect to each city
shall in all events be $777,726.49 ($778,191.04 for the first such city); and
that neither the number of Shares nor the price for such Shares for any city
shall be affected by CIC's exercise or failure to
-4-
40
exercise its option with respect to any other city. (The numbers of shares
described herein shall be subject to adjustment, however, to reflect the
issuance of additional shares due to stock splits, stock dividends, or the
anti-dilution provisions of Section 3(c) of the Shareholders Agreement or
similar events.)
(d) CIC's option with respect to any city shall be exercisable during the
time period set forth in subsection (c) above by written notice (an "Exercise
Notice") from CIC to each of the other Shareholders to that effect. In the event
of such exercise, the other Shareholders shall be bound to deliver to CIC from
the Shares owned by them their pro rata shares of the 1711 Shares (or 1712
Shares in the case of the first city) to be purchased by CIC with respect to
such city, and shall be entitled to receive their pro rata shares of $777,726.49
(or $778,181.06 in the case of the first city), the aggregate price to be paid
therefor.
(e) To close the purchase of any Shares to be acquired pursuant to the
exercise of any of the options contained in this Section 4, the Shareholders
shall transfer title to such Shares to CIC within thirty (30) days of the date
of the Exercise Notice, subject to receipt at the time of such transfer of
non-interest bearing promissory notes of CIC due six (6) months after the date
of the applicable Exercise Notice and guaranteed by ▇.▇. ▇▇▇▇▇ Enterprises,
Inc., for each Shareholder's pro rata Share of the purchase price therefor.
-5-
41
(f) If CIC fails timely to exercise or waives its option with respect to
the Shares attributable to any city, or if PTK has not commenced construction as
regards to any city on Exhibit A within five years after the date hereof or if
the required subscriber count shall not have been realized as regards any city
on Exhibit A within nine years after the date hereof, such Shares attributable
to such city shall thereupon cease to be subject to this option, but shall
continue to have their status as "permanently protected" Shares under the
Shareholders Agreement, and shall be transferable, subject to the provisions of
the Shareholders Agreement.
5. Covenant Not to Compete. Each Shareholder agrees that he or it (and if
an entity, each of its Shareholders, directors and officers, and each entity
which is controlled by, controls or is under common control with, such entity)
will be bound by the restrictions of Section 14 of the Shareholder Agreement,
and further will continue to be so bound for an additional period of ten years
after he or it ceases to be a Shareholder (or, if such additional period exceeds
the maximum period permissible under applicable law, such lesser period as is
permissible).
6. Reasonableness of Restrictions. Each of the Shareholders has been
actively involved in negotiating, and has carefully read and considered the
provisions of the Shareholders Agreement and this Amendment No. 1. Each party
hereto has taken such legal counsel as he or it has deemed appropriate as
6
42
to the effects and ramifications of the provisions of the Shareholders
Agreement and this Amendment No. 1. Having done so, each such Shareholder
agrees that the restrictions on transfer provided in the Shareholders Agreement
and Sections 3(b) and 4(b) hereof and the restrictions on competition
provided in the Shareholders Agreement and Section 5 hereof are fair and
reasonable and reasonably required for the protection of the Company and the
other Shareholders and are fully enforceable against each such Shareholder.
Each Shareholder waives to the fullest extent permissible under applicable law
any rights be or it may have to challenge the validity or enforceability of
such restrictions.
Each Shareholder covenants and agrees that, if he or it shall violate any
of the covenants or agreements regarding restrictions on transfer or
restrictions on competition or disclosure of confidential information contained
in the Shareholders Agreement or Amendment No. 1, each of the other
Shareholders shall be entitled to an accounting and repayment of his or its pro
rata share of (a) one-half of the total profit (in the case of any transfer of
share in violation hereof) or (b) all profits, compensation, remunerations, or
benefits directly or indirectly realized by the breaching Shareholder in
connection with such breach (in the case of competition or disclosure of
confidential information in violation hereof). This remedy shall be in addition
to and not in limitation of any other rights or remedies to which the
-7-
43
parties hereto may be entitled, at law or in equity or under this Agreement
(including injunctive relief under Section 16 of the Shareholder's Agreement).
7. Permitted Transfers. Transfers of shares made pursuant to or as
contemplated by this Amendment No. 1 shall be "Permitted transfers" of such
Shares under Section 4(a) of the Shareholders Agreement and shall be entitled
to all of the benefits set forth in Section 4(b) thereof.
8. Savings Clauses. The Shareholders Agreement, as modified or amended
hereby, is hereby ratified and confirmed.
9. Restriction on Books of Company. The Company shall require each agent
empowered to record entries in the Shareholders' Register to obtain a
certificate from CIC prior to recording any transfers of Shares in the
Shareholders' Register.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date set forth above.
CHASE INTERNATIONAL CORPORATION /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ____________________________
Its Executive Vice President
-8-
44
POLAND CABLEVISION U.S.A., INC. ▇▇▇▇▇ COMMUNICATIONS, INC.
By: __________________________ By: __________________________
Its President Its President
POLAND CABLEVISION (NETHERLANDS) ▇▇▇▇▇▇-▇▇▇▇ COMMUNICATIONS, INC.
B.V.
By: ___________________________ By: ___________________________
Managing Director Its President
9
45
REQUIRED
CITY SUBSCRIBER COUNT
---- ----------------
Warsaw 63,750
Cracow 31,125
Gdansk 35,250
Katowice 35,000
Posnan 35,000
Bydqoszcz 28,500
Lodz 66,325
Lublin 24,700
Wroclaw 49,000
10
