Exhibit 10.1
Emergent Telecom Ventures S.A. First National Holding S.A.
00, xxx xx Xxxxx X, Xxxxxxxxx xx Xxxxxx Xxxxx
Geneva 1207, Switzerland X-0000 Xxxxxxxxxx
Pisces Investment Limited
c/o Trident Trust
Theklas Lyssioti, 00
Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx 000/000
X.X. 0000
Xxxxxxxx, Xxxxxx
June 14, 2005
Metromedia International Group, Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xx. Xxxx Xxxx,
Chairman and Chief Executive Officer
Re: Share Purchase Agreement Sections 5.1, 5.12, 7.1 and 7.3
Ladies and Gentlemen:
Reference is made to that certain Share Purchase Agreement (as
amended, supplemented or modified from time to time in accordance with its
terms, the "Purchase Agreement"), dated as of February 17, 2005, by and among
Metromedia International Group, Inc., a Delaware corporation and the direct
parent of NWE Capital (Cyprus), Ltd., a company organized under the Companies
Law of Cyprus, First National Holding S.A., a societe anonyme organized under
the laws of Luxembourg, Emergent Telecom Ventures S.A., a societe anonyme
organized under the laws of Switzerland, and Pisces Investment Limited, a
company organized under the Companies Law of Cyprus and wholly-owned subsidiary
of FNH and ETV. Capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to them in the Purchase Agreement.
Notwithstanding anything in the Purchase Agreement to the
contrary, each request (a "Request") for the written consent of the Buyers
pursuant to the third sentence of Section 5.1 or the consent of the Buyer
Designee pursuant to Section 5.12 shall be delivered by hand (including courier)
or by fax to: Xx. Xxxxxxxxx Barunin, x/x XXX Xxxxxxxxxxxxx, Xxxxxx xx., 00, Xx.
Xxxxxxxxxx, Xxxxxx 000000 (facsimile x0 000 000 00 00) and shall include
information regarding the action for which the consent is sought together with
any relevant information and documentation relating thereto. Simultaneously,
notice of the delivery of the Request (which need only refer to the fact that a
Request has been delivered, and need not include any other materials or
information) shall be sent by fax to: Xx. Xxxxx Abildstrom (facsimile +45 339
335 30) and Xx. Xxxxxxx Xxxxxx (facsimile x00 00 000 0000). The Buyers' or Buyer
Designee's, as the case may be, response to the Request shall be in writing and
shall be delivered to PeterStar by hand at the following address: XXX XxxxxXxxx,
00 Line at Xxxxxxxxxxx Xxxxxx, 00, Xx. Xxxxxxxxxx, Xxxxxx 000000, c/o General
Director, or sent by fax to Peterstar (facsimile x0 000 000 0000) within four
Business Days after such Request has been delivered to the address set forth in
the preceding sentence; provided, however, that it is understood and agreed that
if no response to a Request has been received by PeterStar within four Business
Days of delivery of such Request in accordance with the preceding sentence, then
such consent shall be deemed given. For these purposes, a "Business Day" is any
day other than Saturday, Sunday or any other day which is a holiday in the
Russian Federation, and shall consist of the time period from 12.01 a.m. through
12 midnight in St Petersburg, Russia.
Other than with respect to the specific matters referred to in
the preceding paragraph, any notice or other communication to or with the Buyers
shall be given in accordance with Section 8.2 of the Agreement and the Buyer
Designee shall not have the power to receive on behalf of the Buyers and/or act
upon any communication intended for the Buyers.
In addition, this will confirm for the avoidance of doubt that
the Buyer Designee shall be considered a "Representative" of the Buyers for all
purposes of the Agreement, including, without limitation, Section 5.3 thereof.
Finally, the parties hereby agree that Sections 7.1 and 7.3 of
the Purchase Agreement shall be amended as follows:
1. Section 7.1(b)(ii) of the Purchase Agreement is hereby
deleted in its entirety and is replaced with the words "intentionally omitted."
2. Section 7.1 of the Purchase Agreement is hereby amended by
adding the following new subsections (g), (h) and (i) at the end thereof:
"(g) by the Seller if the Closing Date shall not have occurred
on or before March 31, 2006; provided, however, that, notwithstanding
the foregoing, the Seller's right to terminate this Agreement pursuant
to this Section 7.1(g) shall not be available (x) if the Seller's
willful failure to fulfill any covenants or agreement under this
Agreement has been a principal cause of, or resulted in, the failure to
consummate the Share Purchase by such date or (y) until sixty (60) days
after the date of the Stockholder's Meeting, if such meeting is held
less than sixty (60) days prior to March 31, 2006.
(h) by the Buyers, acting jointly, if the Closing Date shall
not have occurred on or before December 31, 2005; provided, however,
that, nothwithstanding the foregoing, the Buyers' right to terminate
this Agreement pursuant to this Section 7.1(h) shall not be available
(x) if any Buyer's willful failure to fulfill any covenants or
agreement under this Agreement has been a principal cause of, or
resulted in, the failure to consummate the Share Purchase by such date
or (y) until sixty (60) days after the date of the Stockholder's
Meeting, if such meeting is held less than sixty (60) days prior to
December 31, 2005; provided, further, that if the Seller notifies the
Buyers in writing that it is ready, willing and able to mail the Proxy
Statement to the stockholders of the Seller in respect of a
Stockholder's Meeting that will occur after December 31, 2005, then the
Buyers, acting jointly, shall respond by delivering a written letter
agreement (the "Extension Response Agreement") to the Seller within
four Business Days after receiving such written notice from the Seller
whereby the Buyers will either (i) terminate this Agreement pursuant to
this Section 7.1(h) or, if such Extension Response Agreement is
delivered prior to December 31, 2005, irrevocably commit to terminate
this Agreement pursuant to this Section 7.1(h) immediately following
December 31, 2005 or (ii) waive their rights under this Section 7.1(h),
subject to the conditions that (A) the Proxy Statement is mailed to the
Seller's stockholders within ten (10) days following the delivery of
the Extension Response Agreement and (B) the Stockholders' Meeting is
held on or before sixty (60) days following the date on which such
Proxy Statement is mailed to the Seller's stockholders. For the
avoidance of doubt, it is understood and agreed that if either of the
conditions in clauses (A) and (B) of the proviso in the preceding
sentence are not satisfied, then the Buyers, acting jointly, may
terminate this Agreement pursuant to this Section 7.1(h).
(i) by the Buyers, acting jointly, or the Seller if the Buyers
have delivered the Extension Response Agreement waiving their rights to
terminate this Agreement pursuant to Section 7.1(h) in accordance with
clause (ii) of the second proviso of Section 7.1(h) and the Closing
Date shall not have occurred on or before sixty (60) days after the
date of the Stockholder's Meeting."
3. Section 7.3 of the Purchase Agreement is hereby amended by
adding the following new subsection (e) at the end thereof:
"(e) The Seller shall pay, or cause to be paid, to the Buyers
by wire transfer of immediately available funds within two (2) Business
Days to an account specified jointly by the Buyers:
(i) an amount equal to US $5,000,000 if this
Agreement is terminated pursuant to Section 7.1(g), other than a
termination pursuant to Section 7.1(g) after a Stockholders Meeting has
been held; or
(ii) an amount equal to US $2,500,000 if this
Agreement is terminated pursuant to Section 7.1(h)."
If the foregoing is consistent with your understanding and is
acceptable to you, please execute one copy of this letter agreement and return
it to us whereupon this letter agreement shall become a binding agreement among
us.
[Remainder of page intentionally left blank]
Very truly yours,
FIRST NATIONAL HOLDING S.A.
/S/ Xxxxx X. Schuarhasdt
--------------------------------
Name: Xxxxx X. Schuarhasdt
Title: Managing Director
EMERGENT TELECOM VENTURES S.A.
/S/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
PISCES INVESTMENT LIMITED
/S/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
Agreed, acknowledged and accepted as of the 14th day of June, 2005.
METROMEDIA INTERNATIONAL
GROUP, INC.
By: /S/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chairman and Chief Executive Officer
