EXHIBIT 10.33
SHARES PLEDGE CONTRACT # 93227/Z
Moscow September 03, 2004
OPEN JOINT-STOCK COMPANY "ALPHA-BANK", hereinafter referred to as the
"Pledgee", in the person of Director on crediting corporate clients Xx.
Xxxxxxxxxx A.K., acting the basis of the Power of attorney # 01/1489D dated
23.08.2004, on the one hand, and STORYFIRST COMMUNICATIONS, INC., hereinafter
referred to as the "Pledgor", in the person of the Chief Executive Officer Xx.
Xxxxxxxxxx A.E., acting on the basis of the Resolution of the Board of directors
dated February 25, 2004, on the other hand, hereinafter jointly referred to as
the "Parties", have concluded the present Contract as follows:
1. SUBJECT OF THE CONTRACT
1.1. In accordance with the Contract on # 93227 on opening the credit line
in the foreign currency dated September 03, 2004 concluded between Closed
joint-stock company "Network of television stations", hereinafter referred to as
the "Obligator", and the Pledgee (hereinafter referred to as the "Credit
contract"), the Pledgee has opened a credit line within which the Obligator is
entitled to obtain credits pursuant to the Additional agreements concluded
between the Pledgee and the Obligator for the general amount (further - the
"Withdrawal limit") of not more 40,000,000.00 (forty million 00/100) US Dollars
with the following scheme of decreasing the limit sum.
o 40,000,000.00 (forty million 00/100) US Dollars from the first up to
twelfth month of the Credit line valid term;
o 20,000,000.00 (twenty million 00/100) US Dollars from the thirteenth up
to termination of the Credit line valid term.
Date of granting of the Credit: September 03, 2004.
Date of repayment of the Credit: March 03, 2006.
1.1.1. The Obligator shall pay to the Pledgee for using Credits the
interest (further the "Interest") under the rate established in corresponding
Additional agreements for the period from the date of granting each Credit up to
the date of repayment of debts under each Credit in full, but not later than the
date of repayment of each Credit, specified in paragraph 1 of the corresponding
Additional agreement.
1.1.2 Interest Charge shall be carried out starting from the date following
the date of granting each Credit.
1.1.3. The Interest shall be paid by the Obligator on a monthly basis, on
the 25th of each month for actual amount of days of using the Credits, hereunder
a year shall be recognized to be equal to 365 or 366 days in conformity with the
real number of calendar days in a year. Last payment of Interest shall be made
on the date of closing the Credit line.
Interest payment date shall be understood as the date of transfer of the
Interest sum to the account of the Pledgee.
1.1.4. The Obligator shall be entitled to pre-term repayment of the Credits
granted within the limits of the Credit Contract, if otherwise is not stipulated
in the corresponding Additional agreements to the Credit contract.
1.1.5. In case of untimely repayment of the principal debt and/or payment
of the Interest, the Obligator shall pay to the Pledgee the penalty at the rate
of 0.1 % (one tenth) of the sum of untimely repaid principal debt duty and/or
the Interest per every day of the delay in repayment of the debts.
1.1.6. The Pledgee shall be entitled to terminate the Credit contract
unilaterally in pre-term and/or collect the debt under the Credits in the
following cases:
a. Delay in payment of the calculated interest (in full or in part) more
than for 2 (two) months;
b. Infringement by the Obligator of the Credits repayment date (dates)
stipulated by the Additional Contracts to the present Contract;
c. Initiation (or renewal) of court proceedings against the Obligator where
the price of the claim makes not less than 10 (ten) percent of the
balance cost of the assets/property;
Shares Pledge Contract # 93227/z 2
d. Imposing of arrest on property of the Obligator of the cost of not less
than 10 (ten) percent of the balance cost of the assets/property;
e. Revelation of inaccuracy or incompleteness of the information presented
by the Obligator to the Creditor pursuant to paragraph 2.4. of the
Credit contract;
f. Initiation of the trial on insolvency (bankruptcy) of the Obligator;
g. Reorganization of the Obligator without the preliminary notice of the
Pledgee in writing;
h. Termination or change without the notice of the Pledgee in writing of
the type of commercial activity of the Obligator carried out by them for
the date of signing of the Credit contract;
i. Non-performance by the Obligator of the condition of the Credit contract
on target use of the Credit line;
j. Infringement by the Obligator of the conditions of the Credit contract;
k. Availability or occurrence of any circumstances that under the Pledgee's
motivated opinion can complicate or make impossible the duly execution
by the Obligator of the obligations under the Credit contract;
l. Transfer by the Obligator of the property without the Pledgee's written
approval in mortgage, lease, fiduciary management as well as any other
encumbrance of the Obligator's property, should the cost of such
property make not less than 20 (twenty) percent of the balance cost of
assets/property of the Obligator;
m. Recognizing the transaction (transactions) establishing security of the
Obligator's performance of the obligations under the Credit Contract
void (for any reason);
n. Occurrence of the circumstances listed in subparagraphs "b", "c", "e",
"f" of the present paragraph concerning the Pledgor under the Contract
on guarantee # 9p227/i dated September 03, 2004, establishing security
for the Credit contract provided that another Guarantor satisfying the
Pledgee is not presented by the Obligator.
1.1.7. The Pledgor shall be aware of all other conditions of the Credit
contract.
1.2. In case of infringement by the Obligator of the obligation secured by
the pledge, the Pledgee shall be entitled to receive consideration at the cost
of the securities, being a subject of the pledge under the procedure established
by the legislation of the Russian Federation and the present Contract.
1.3. Subject of the pledge shall be the following securities belonging to
the Pledgor on the right of ownership:
ORDINARY REGISTERED STOCK OF CLOSED JOINT-STOCK COMPANY "NETWORK OF
TELEVISION STATIONS" WITH THE PAR VALUE OF 10 (TEN) ROUBLES EACH:
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- State registration number of issue 1-0200827-I in the amount of 983,520
(Nine hundred eighty three thousand five hundred twenty) pieces.
according to the extract from the register of shareholders of the Closed
joint-stock company "Network of television stations" (is attached).
1.3.1. The subject of the pledge shall remain with the Pledgor, be in their
possession and use and be subject to accounting on the personal account 0001of
the Pledgor in the Register of Closed joint-stock company "Network of television
stations" (thE register holder is Closed joint-stock company "Network of
television stations").
The Pledgor shall undertake to carry out all actions connected to
registration of the securities pledge in accordance with the current legislation
and to present the Pledgee the extract from the Register of shareholders of
Closed joint-stock company "Network of television stations" on the registration
of the pledge subject.
1.3.2. The Parties have agreed to estimate securities transferred into the
pledge at the rate of 105,900,000.00 (one hundred five million nine hundred
00/100) US dollars.
1.3.3. The Pledgor shall be entitled to use the pledge subject, carry out
the rights of shareholders, including, but not limited to, carrying out the
right to participate in a general meeting of shareholders of Closed joint-stock
company "Network of Television stations".
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
Shares Pledge Contract # 93227/z 3
1.4. The Pledgor shall guarantee that the securities transferred into
pledge are free from any rights and claims of any third parties, in particular,
are not an object of the common ownership right, not mortgaged or assigned in
any way to any third party, as well as shall not be legally or actually
encumbered at the moment of entry of the present Contract into legal force.
1.4.1. In case of revelation of any rights and claims on the pledged
property, as well as occurrence of any disputes or conflicts thereon, the
Pledgor shall undertake to settle them at their own expense bearing all
necessary costs caused by these disputes.
1.5. Prior to the termination of the relationship arisen from the present
contract, the Pledgor shall not be entitled to dispose of the property specified
in paragraph 1.3. of the present Contract including granting it into the
subsequent mortgage.
II. PLEDGED SECURITIES COLLECTING PROCEDURE
2.1. The Basis for collecting the pledged securities shall be simultaneous
presence of the following circumstances:
o Non-performance by the Obligator of the obligation secured by the pledge
(delay for more than 5 (Five) business days in return by the Obligator
of the money sum received under the Credit contract and interest for
using the credit);
o Delay in execution by the Pledgor being simultaneously the Guarantor to
the Credit contract (Contract on guarantee 93227/i dated September 03,
2004), of obligations of the Guarantor for more than 20 business days.
Partial execution by the Obligator of the obligation secured by the pledge
shall not give the Pledgor the right to reducing the volume of the pledge in
proportion to the executed part of the obligation secured by the pledge. The
pledge shall be maintained in the initial volume up to the full execution of the
obligation secured hereby.
2.2. The demands subject to satisfying at the cost of the pledged
securities shall include all claims of the Pledgee, the size of which shall be
determined for the moment of actual execution by the Obligator in full of their
obligations under the Credit contract, including the Interest as well as penalty
stipulated by the Credit contract.
2.3. At the approach of the circumstances stipulated in paragraph 2.1. of
the present Contract, collecting of the pledged securities (satisfaction of the
Pledgee's requirements) shall be made upon the decision of the Pledgee, without
turning by the Parties for a court judgment.
2.4. Realization of the pledged securities shall be carried out according
to the effective legislation of the Russian Federation. The Pledgor shall
confide the Pledgee carrying out of all actions on realization of the pledge.
2.4.1. Within 10 banking days from the moment of receipt of the funds for
realization of the pledge to their account, the Pledgee shall undertake to
transfer to the Pledgor the difference between the sale price of the pledge and
the amount of the obligation secured by the pledge.
III. DISPUTES SETTLEMENT PROCEDURE AND LIABILITY OF THE PARTIES
3.1. The Parties shall take all effort to settlement of disputes and
disagreements that can arise regarding the questions concerning the subject of
the present contract, or in connection with it, through negotiations. If the
Parties do not reach an agreement, all disputes and disagreements shall be
resolved in the Arbitration court of Moscow under the procedure established by
the legislation of the Russian Federation.
3.2. The guilty Party shall bear property responsibility for
non-performance of the obligations taken under the present contract according to
the effective civil-law legislation of the Russian Federation.
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
Shares Pledge Contract # 93227/z 4
IV. TERMS. SPECIAL CONDITIONS
4.1. The present Contract shall enter in force from the moment of transfer
to the Pledgee of the extract from the Register of shareholders of Closed
joint-stock company "Network of television stations" confirming registration of
the pledge hereunder.
4.2. The pledge shall cease upon the termination of the obligation secured
by the pledge as well as under other bases stipulated by the civil-law
legislation of the Russian Federation.
4.3. The Pledgee shall undertake to unblock (terminate the pledge for) the
securities (shares) transferred into the pledge within 10 (Ten) business days
upon termination of the Contract effectiveness, and in the case if the credit,
Interest and penal sanctions thereon are completely extinguished without
collecting the pledged securities. In case of partial collecting of the pledged
securities, the present obligation shall concern the securities remaining under
the pledge after full performance by the Obligator of all obligations under the
Credit contract.
4.4. The Pledgee shall not be entitled to transfer the rights under the
present Contract without the preliminary consent of the Pledgor.
4.5. All amendments and supplements to the present Contract shall be valid
only if they are accomplished in writing and signed by the authorized
representatives of the Parties.
4.6. Mutual relationship between the Parties not stipulated by the present
Contract shall be governed by the effective legislation of the Russian
Federation.
4.7. All letters, notices, statements and other messages shall be directed
by the Parties to each other in writing in Russian and in English according to
the requisites specified in Section VI of the present Contract or in additions
hereto.
V. FINAL PROVISIONS
5.1. The present Contract shall be accomplished in 3 original copies
identical in their content and having equal legal force.
VI. ADDRESSES AND REQUISITES OF THE PARTIES
PLEDGEE: OJSC "ALPHA-BANK"
Location: 00, Xxxxxxxxxxxxxx Xxx., 000000, Xxxxxx
Payment requisites: BIC 044525593 cor/acc 30101810200000000593 in the OPERU
Moscow GTU of the Bank of Russia, INN 7728168971
Acc. 400927098 in JPMorgan Chase Bank, New York
Consolidated account for calculations on credit operations:
00000.000.000000000000
Phone: 000-00-00
PLEDGOR: STORYFIRST COMMUNICATIONS, INC.
Location: 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx,
Xxxxxxxx, XXX
Address for correspondence: 00x, Xxxxxx xxx., Xxxxxx, 000000, Xxxxxx
Copy to: 000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxx, XX 00000-6000
Payment requisites: Federal registration number for taxation purposes
EIN 00-0000000,
Main Bank: Xxxxx Fargo Bank, 0000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx,
XX 00000-0000, XXX
Currency account ## WFB Acct: 4068-000769
Further credit to: TR 358-214486 (USD)
PLEDGEE PLEDGOR
Director on crediting Chief Executive Officer of
Corporate clients Storyfirst Communications, Inc.
OJSC "Alpha-bank"
___________(X.X.Xxxxxxxxxx) ________________ (X.X.Xxxxxxxxxx)
[Stamp]
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
Shares Pledge Contract # 93227/z 5
Assistant to Chief accountant
OJSC "Alpha-bank"
___________(X.X.Xxxxxxxxx)
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Departments Head of the Department Date
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Name Signature
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
Shares Pledge Contract # 93227/z 6
ADDITIONAL AGREEMENT #1
to the Shares pledge contract # 93227/z dd. September 03, 2004
Moscow September 03, 2004
in the person of Director on crediting corporate clients Xx. Xxxxxxxxxx A.K.,
acting the basis of the Power of attorney # 01/1489D dated 23.08.2004, on the
one hand, and STORYFIRST COMMUNICATIONS, INC., hereinafter referred to as the
"Pledgor", in the person of the Chief Executive Officer Xx. Xxxxxxxxxx A.E.,
acting on the basis of the Resolution of the Board of directors dated February
25, 2004, on the other hand, hereinafter jointly referred to as the "Parties",
have concluded the present Additional agreement as follows:
1. To add to paragraph 1.1. the following paragraphs:
"In accordance with Additional agreement # 1 dated September 03, 2004 to
the Credit contract the Pledgee has granted the Obligator the Credit in the
amount of 12,000,000.00 (twelve million 00/100) US Dollars with the date of
granting of the Credit: September 03, 2004, and the date of repayment of
the Credit: March 03, 2006, and paying the interest for using the Credit at
the annual rate estimated in 14 % (fourteen percent).
The Obligator shall have the right to cancel in pre-time the Credit granted
according to Additional agreement # 1 # 1 dated September 03, 2004 to the
Credit contract without payment of any additional commission fee, interest,
penalties, etc. in favour of the Pledgee."
2. In all the rest the conditions of the Contract shall remain without
changes.
3. The present Additional agreement shall inure from the date of its
signing by the authorized representatives of the Parties and constitute
an integral part of the Contract.
SIGNATURES OF THE PARTIES
PLEDGEE PLEDGOR
Director on crediting Chief Executive Officer of
Corporate clients Storyfirst Communications, Inc.
OJSC "Alpha-bank"
___________(X.X.Xxxxxxxxxx) ________________ (X.X.Xxxxxxxxxx)
[Stamp]
Assistant to Chief accountant
OJSC "Alpha-bank"
___________(X.X.Xxxxxxxxx)
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Departments Head of the Department Date
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Name Signature
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
Shares Pledge Contract # 93227/z 7
ADDITIONAL AGREEMENT #2
to the Shares pledge contract # 93227/z dd. September 03, 2004
Moscow September 09, 2004
in the person of Director on crediting corporate clients Xx. Xxxxxxxxxx A.K.,
acting the basis of the Power of attorney # 01/1489D dated 23.08.2004, on the
one hand, and STORYFIRST COMMUNICATIONS, INC., hereinafter referred to as the
"Pledgor", in the person of the Chief Executive Officer Xx. Xxxxxxxxxx A.E.,
acting on the basis of the Resolution of the Board of directors dated February
25, 2004, on the other hand, hereinafter jointly referred to as the "Parties",
have concluded the present Additional agreement as follows:
4. To add to paragraph 1.1. the following paragraphs:
"In accordance with Additional agreement # 1 dated September 09, 2004 to
the Credit contract the Pledgee has granted the Obligator the Credit in the
amount of 8,000,000.00 (eight million 00/100) US Dollars with the date of
granting of the Credit: September 09, 2004, and the date of repayment of
the Credit: March 03, 2006, and paying the interest for using the Credit at
the annual rate estimated in 14 % (fourteen percent 00/100).
The Obligator shall have the right to cancel in pre-time the Credit granted
according to Additional agreement # 2 dated September 09, 2004 to the
Credit contract without payment of any additional commission fee, interest,
penalties, etc. in favour of the Pledgee."
5. In all the rest the conditions of the Contract shall remain without
changes.
6. The present Additional agreement shall inure from the date of its
signing by the authorized representatives of the Parties and constitute
an integral part of the Contract.
SIGNATURES OF THE PARTIES
PLEDGEE PLEDGOR
Director on crediting Chief Executive Officer of
Corporate clients Storyfirst Communications, Inc.
OJSC "Alpha-bank"
___________(X.X.Xxxxxxxxxx) ________________ (X.X.Xxxxxxxxxx)
[Stamp]
Assistant to Chief accountant
OJSC "Alpha-bank"
___________(X.X.Xxxxxxxxx)
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Departments Head of the Department Date
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Name Signature
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
Shares Pledge Contract # 93227/z 8
ADDITIONAL AGREEMENT #3
to the Shares pledge contract # 93227/z dd. September 03, 2004
Moscow September 09, 2004
in the person of Director on crediting corporate clients Xx. Xxxxxxxxxx A.K.,
acting the basis of the Power of attorney # 01/1489D dated 23.08.2004, on the
one hand, and STORYFIRST COMMUNICATIONS, INC., hereinafter referred to as the
"Pledgor", in the person of the Chief Executive Officer Xx. Xxxxxxxxxx A.E.,
acting on the basis of the Resolution of the Board of directors dated February
25, 2004, on the other hand, hereinafter jointly referred to as the "Parties",
have concluded the present Additional agreement as follows:
7. To add to paragraph 1.1. the following paragraphs:
"In accordance with Additional agreement # 3 dated September 09, 2004 to
the Credit contract the Pledgee has granted the Obligator the Credit in the
amount of 4,000,000.00 (four million 00/100) US Dollars with the date of
granting of the Credit: September 09, 2004, and the date of repayment of
the Credit: March 03, 2006, and paying the interest for using the Credit at
the annual rate estimated in 13.75 % (thirteen 75/100 percent).
The Obligator shall have the right to cancel in pre-time the Credit granted
according to Additional agreement # 3 dated September 09, 2004 to the
Credit contract without payment of any additional commission fee, interest,
penalties, etc. in favour of the Pledgee."
8. In all the rest the conditions of the Contract shall remain without
changes.
9. The present Additional agreement shall inure from the date of its
signing by the authorized representatives of the Parties and constitute an
integral part of the Contract.
SIGNATURES OF THE PARTIES
PLEDGEE PLEDGOR
Director on crediting Chief Executive Officer of
Corporate clients Storyfirst Communications, Inc.
OJSC "Alpha-bank"
___________(X.X.Xxxxxxxxxx) ________________ (X.X.Xxxxxxxxxx)
[Stamp]
Assistant to Chief accountant
OJSC "Alpha-bank"
___________(X.X.Xxxxxxxxx)
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Departments Head of the Department Date
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Name Signature
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
Shares Pledge Contract # 93227/z 9
CTC Media, Inc
CONTRACT APPROVAL FORM
CONTRACT # 96073/Z DD. JULY 22, 2005 COMPANY: IJSC "ALFA BANK"
Position Name Signature Date
PM Xxxxx Xxxxx [SIGNED] July 22, 2005
Legal Xxxxx Xxxxxxxxxx [SIGNED] July 22, 2005
CFO/DRC Xxxxxx Xxxxxxx [SIGNED] July ___, 2005
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
Shares Pledge Contract # 93227/z 10
Pledge Order
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Registrar's support notice Registrar's support notice
Ref.# 82 dd. 03.09.2004
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Hereby we ask to make an entry to the Register:
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| V | pledge appeared | | pledge terminated |
type of pledge: subsequent pledge of securities is forbidden
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Issuer's full name:
Closed joint-stock company @Network of Television Stations"
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kind, category (type) of securities: ordinary registered shares
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state registration number of issue: # 1-02-00827-H
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amount: 983 520__________________________________________________________ pieces
nine hundred eighty three thousand five hundred and twenty ____________ in words
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THE BASIS FOR MAKING THE ENTRY TO THE REGISTER IS
THE FOLLOWING DOCUMENT:
name and requisites of the document: Shares pledge contract # 93227/z dated
September 03, 2004
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PLEDGOR
+---------------------+
|personal account #|
+---------------------+
Name (full name): Corporation "Storyfirst Communications, Inc."
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certifying document name: Certificate on incorporation
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document #: series: issue (registration)date
0102067517-2210850 18.10.1989
name of the issue (registration) body:
Delaware State Corporations Department
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
Shares Pledge Contract # 93227/z 11
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PLEDGEE
+---------------------+
|personal account # |
+---------------------+
Name (full name): Open joint-stock company "Alpha-bank"
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certifying document name Certificate on entry into Unified state register of
legal entities OGRN 1027700067328
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document #: series: issue (registration)date
007893219 77 26.07.2002
name of the issue (registration) body:
RF MNS Department for Moscow
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the right to receive | V | Pledgor | | Pledgee
income belongs | | | |
the right to use | | Pledgor | | Pledgee
belongs : | V | | |
+---+ +---+
conditions for use none
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AUTHORIZED REPRESENTATIVE
Name:
Xxxx Xxxxx Xxxxxx (on the basis of Power of Attorney N/A dd. July 04, 2002
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certifying document name
Passport
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document #: series: issue (registration) date:
Z8003538 ____ 19.01.2001
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name of the issue (registration) body:
Consular Department of USA Embassy
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Signature of Pledgor or their Signature of Pledgor or their
authorized representative authorized representative
[SIGNED] [SIGNED]
Stamp Stamp [STAMP]
NOTE:
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Cell "personal account #" (marked in gray) should be filed only if the
PLEDGOR has several personal accounts in the register.
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PLEDGEE PLEDGOR
[SIGNED] [SIGNED]
