Unassociated Document










24
February 2005













Mr. Peter
Kršák




as the
Seller







and







CME Media
Enterprises B.V.




as the
Purchaser














AGREEMENT
ON SETTLEMENT OF DISPUTES AND

TRANSFER
OF OWNERSHIP INTEREST 





























THIS
AGREEMENT ON SETTLEMENT OF DISPUTES AND TRANSFER OF OWNERSHIP INTEREST
(the
"Agreement") is
made on 24 February 2005




BETWEEN:





	
      (1)
	
      Mr.
      Peter Kršák,
      Birth no. 491009/285 (the "Seller"); and








	
      (2)
	
      CME
      Media Enterprises B.V., a
      company organized under the laws of the Netherlands, and having its seat
      at 101706 Amsterdam, Birkstraat 89, 2768 HD Soest, the Netherlands (the
      "Purchaser").







WHEREAS:





	
      (A)
	
      As
      of the date hereof, CET 21, spol. s r.o. (the "Company"),
      is a limited liability company organized and existing under the laws of
      the Czech Republic and registered in the Commercial Register kept by the
      City Court in Prague, the Czech Republic, file number C 10581,
      identification
      number 45800456, with its seat at Kříženeckého nám. 322/5, Prague 5, the
      Czech Republic (the seat currently registered in the Commercial Register
      at V Jámě 12, 110 00 Prague 1), has a registered capital of CZK
      200,000.








	
      (B)
	
      The
      Seller desires to sell to the Purchaser and the Purchaser desires to
      purchase from the Seller the entire ownership interest of the Seller in
      the Company (the "Ownership
      Interest").








	
      (C)
	
      The
      Seller has agreed to sell the Ownership Interest and the Purchaser has
      agreed to purchase the Ownership Interest on and subject to the terms and
      conditions set out herein.








	
      (D)
	
      Disputes
      have arisen between the Seller and the Company concerning various matters
      related to the Company, and the Parties desire to terminate any and all of
      these disputes prior
      to the sale by the Seller of the Ownership Interest to the Purchaser or
      concurrently with such sale.








	
      (E)
	
      The
      Parties have agreed that:








	 	
      (i)
	
      the
      Seller will withdraw the Claims (as defined below) pending and will not
      initiate any further Claims;








	 	
      (ii)
	
      subject
      to regulatory and corporate approval the Seller shall sell and the
      Purchaser shall purchase the Ownership Interest and pay the Purchase
      Price.







IT
IS AGREED:





	
      1
	
      Interpretation
      and Definitions








	
      1.1
	
      For
      the purpose of this Agreement (including its Recitals and Annexes), the
      following words and expressions have the meaning respectively set opposite
      to them:
























 


	 	
      ‘Approved
      Petitions”
	
      Has
      the meaning specified in Clause 3.5 of this Agreement; 
	 
	 	 	 	 
	 	
      "Business
      Day"
	
      means
      a day (other than Saturday or Sunday) on which commercial banks are open
      for general business in Prague (other than for services via the
      Internet);
	 
	 	 	 	 
	 	
      "Claims"
	
      Means
      any claims, rights, actions, proceedings of any nature, contingent or
      actual, known or unknown, including any appeals in such proceedings,
      whether asserted or not, which the Seller has, had, could have had or in
      the future could have against the Company or any of its subsidiaries or
      affiliates or current or former shareholders thereof, and/or TV Nova,
      relating in any way to the assets, ownership structure or other affairs
      of, the Company or any of its subsidiaries or affiliates, or current or
      former shareholders and affiliates thereof, and/or TV Nova, including,
      without limitation, the claims set forth in Annex 1
hereto;
	 
	 	 	 	 
	 	
      "Company"
	
      Has
      the meaning ascribed thereto in Recital (A);
	 
	 	 	 	 
	 	
      "Council"
	
      Means
      the Council of the Czech Republic for Radio and Television
      Broadcasting;
	 
	 	 	 	 
	 	
      "CZK"
	
      Means
      the lawful currency of the Czech Republic;
	 
	 	 	 	 
	 	
      "Escrow
      Account" 
	
      Means
      an escrow account opened with the Escrow Agent in the Czech
      Republic;
	 
	 	 	 	 
	 	
      "Escrow
      Agent"
	
      Means
      an escrow agent appointed pursuant to Clause 5 hereto;
	 
	 	 	 	 
	 	
      “First
      Payment”
	
      Means
      an amount equal to;
	 
	 	 	 	 
	 	
      "Media
      Act"
	
      Means
      Act No. 231/2001 Coll., as amended, On Radio and Television
      Broadcasting;
	 
	 	 	 	 
	 	
      "Memorandum
      of Association"
	
      Means
      the Memorandum of Association of the Company dated 9 September 2004
      attached hereto as Annex 2, as amended and in force as of the date of this
      Agreement;
	 



 







- 2
-












 


	 	 	 	 
	 	
      "Party"
	
      Means
      the Seller and/or the Purchaser;
	 
	 	 	 	 
	 	
      "Purchase
      Price"
		 
	 	 	 	 
	 	
      "Purchaser"
	
      Has
      the meaning set forth in the introduction to this
    Agreement;
	 
	 	 	 	 
	 	
      "TV
      Nova"
	
      Means
      the Czech National television broadcasting station operated by the Company
      under license No. 001/1993 granted by the Council of the Czech Republic
      for Radio and Television Broadcasting on 9 February 1993;
	 
	 	 	 	 
	 	
      "Ownership
      Interest"
	
      Has
      the meaning ascribed thereto in Recital (B);
	 
	 	 	 	 
	 	
      “Second
      Payment”
	
      Means
      an amount equal to;
	 
	 	 	 	 
	 	
      "Seller"
	
      Has
      the meaning set forth in the introduction to this
    Agreement;
	 



 


	
      1.2
	
      In
      this Agreement, unless the context otherwise
requires,








	 	
      (a)
	
      references
      to this Agreement or any other document include this Agreement or such
      other document as varied, modified or supplemented in any manner from time
      to time;








	 	
      (b)
	
      reference
      to Recitals, Clauses and Schedules are references to the recitals and
      clauses of, and schedules to, this
Agreement;








	 	
      (c)
	
      references
      to one gender include both genders and references to the singular include
      the plural and vice-versa; and








	 	
      (d)
	
      headings
      are inserted for convenience only and shall be ignored in construing this
      Agreement.








	
      1.3
	
      Recitals
      and Schedules to this Agreement form an integral part
    hereof.








	
      2
	
      Sale
      and Purchase of Ownership Interest








	
      2.1
	
      Subject
      to the terms and conditions of this Agreement, the Seller sells the
      Ownership Interest and the Purchaser purchases the Ownership Interest for
      the Purchase Price.











- 3
-












 


	
      3
	
      Purchase
      Price, Payment and some Precompletion Undertakings of
      Parties








	
      3.1
	
      The
      total consideration for the sale of the Ownership Interest shall be (the
      "Purchase
      Price").








	
      3.2
	
      The
      Purchase Price shall be payable in two instalments in accordance with this
      Clause 3.








	
      3.3
	
      Within
      10 (ten) Business Days from the execution of this Agreement, the Parties
      shall enter into an escrow agreement with the Escrow Agent which agreement
      shall contain the same terms and conditions for the deposit and release of
      the Purchase Price as contained herein.








	
      3.4
	
      Within
      10 (ten) Business Days from the execution of the escrow agreement
      described in Clause 3.3, the Seller shall deliver to the Purchaser (i) an
      originally executed letter to the Company requiring convocation of the
      general meeting of the Company to approve the transfer of the Ownership
      Interest by the Seller to the Purchaser and (ii) drafts of petitions to
      withdraw all Claims then pending or consents to withdrawal of such Claims
      where the Seller is the defendant in a form reasonably satisfactory to the
      Purchaser, and the Purchaser shall deliver to the Seller a copy of an
      application to be filed by the Company with the Council to consent to the
      transfer of the Ownership Interest to the Purchaser. Within 5 (five)
      Business Days of receipt of the application to be filed with the Council,
      the Seller shall co-sign and deliver such application to the Purchaser. In
      the event that the Seller fails to fulfil any of its obligations under
      this Clause 3.4, the Seller shall pay to the Purchaser a contractual
      penalty in the amount of CZK 25.000.000,00 (twenty-five million Czech
      crowns) within 15 (fifteen) Business Days of such failure and the
      Purchaser shall be entitled to immediately withdraw from this Agreement.
      In the event that the Purchaser fails to fulfil any of its obligations
      under this Clause 3.4, the Purchaser shall pay to the Seller a contractual
      penalty in the amount of CZK 25.000.000,00 (twenty-five million Czech
      crowns) within 15 (fifteen) Business Days of such failure and the Seller
      shall be entitled to immediately withdraw from this
    Agreement.








	
      3.5
	
      Within
      20 (twenty) Business Days from the later of the delivery of (i) the
      consent to the transfer of the Ownership Interest of the Seller to the
      Purchaser by the Council in the form of the original or the notarized copy
      of the original and (ii) the resolution of the Company’s shareholders
      approving the transfer of the Ownership Interest to the Purchaser in the
      form of the notarized copy, the Purchaser shall (x) transfer the Purchase
      Price to the Escrow Account and (y) approve in writing drafts of petitions
      to withdraw all Claims then pending (the “Approved
      Petitions”)
      and deliver such approvals together with Approved Petitions to the Escrow
      Agent and the Seller. In the event that the Purchaser fails to fulfil any
      of its obligations under this Clause 3.5, the Purchaser shall pay to the
      Seller a contractual penalty in the amount of CZK 25.000.000,00
      (twenty-five million Czech crowns) within 15 (fifteen) Business Days of
      such failure and the Seller shall be entitled to immediately withdraw from
      this Agreement.




 







- 4
-














	
      3.6
	
      Within
      5 (five) Business Days from the day on which the Escrow Agent confirms in
      writing to the Seller that the Purchase Price has been credited to the
      Escrow Account, the Seller shall (i) withdraw, in the form consistent with
      the Approved Petitions, all the Claims then pending and file consents to
      withdrawals where the Seller is the defendant; (ii) deliver to the Escrow
      Agent copies of such petitions relating to all such Claims including an
      original stamp by the relevant court and to the Purchaser copies of such
      petitions relating to all such Claims including a copy of the original
      stamp by the relevant court; and (iii) co-sign, before a Czech notary, the
      petition prepared by the Purchaser to register the Purchaser as the owner
      of the Ownership Interest instead of the Seller. In the event that the
      Seller fails to fulfil these obligations the Purchaser shall be entitled
      to immediately withdraw from this Agreement and the Seller shall pay to
      the Purchaser a contractual penalty in the amount of CZK 25.000.000,00
      (twenty-five million Czech crowns) within 15 (fifteen) Business Days of
      such failure.







 


	
      3.7
	
      Upon
      receipt by the Escrow Agent of the last of the following
      documents:








	 	
      (a)
	
      written
      approval by the Purchaser relating to the Approved Petitions and the
      copies of the Approved Petitions; and








	 	
      (b)
	
      copies
      of petitions withdrawing Claims duly signed on behalf of the Seller in all
      material aspects consistent with the Approved Petitions, including an
      original stamp by the relevant court,







the
Escrow Agent shall transfer the First Payment to the bank account maintained by
the Seller with Ceskoslovenska obchodni banka, a.s., No. 194488998/0300 (the
“Seller’s
Account”). Upon
crediting the amount of the First Payment to the above bank account of the
Seller, the transfer of the Ownership Interest to the Purchaser shall become
effective and the Purchaser shall file the petition, or cause the petition to be
filed, to register the Purchaser as the owner of the Ownership Interest.






	
      3.8
	
      Provided
      that the Seller is not in default of its obligations under this Agreement
      including, without limitation, his undertaking under Clause 7.4, the
      Escrow Agent shall release the Second Payment to the Seller on the earlier
      of (i) the date which is 5 (five) Business Days from the date on which the
      Purchaser is registered in the Commercial Register of the relevant
      Registration Court and (ii) July 1, 2006; provided, that if either the
      Purchaser or PPF (Cyprus) Ltd., PPF a.s., Vilja a.s., or any affiliate
      thereof initiates any court or arbitration proceeding in opposition to the
      registration of the Purchaser as the owner of the Ownership Interest and
      the Second Payment has not been released yet to the Seller in accordance
      with this Clause, the Escrow Agent shall release the Second Payment to the
      Seller on the presentation by the Seller of satisfactory evidence of the
      initiation of such proceeding. In accordance with the immediately
      preceding sentence, the Escrow Agent shall promptly transfer an amount
      equal to the Second Payment (free of any deductions) to the Seller’s
      Account. 




 







- 5
-














	
      3.9
	
      All
      cash payments shall be made in immediately available funds to the account
      of the relevant Party specified below and the paying Party shall promptly
      provide the receiving Party with all necessary information to confirm that
      such payment has been made. 








	 	
      (a)
	
      Payments
      to the Seller shall be made in CZK into the following bank
      account:








	 	
      
	
      Seller’s
      Account 








	 	
      
	
      Beneficiary:
      Peter Kršák











	 	
      (b)
	
      Payments
      to the Purchaser shall be made in CZK into the following bank
      account:







ING Bank


Zlaty
Andel

Nadrazni
25

150 00
Prague 5

Czech
Republic

 

IBAN -
CZ3935000000002220056005




Account
number - 2220056005




Swift -
INGBCZPPAXXX

 


	 	
      
	
      Beneficiary:
      CME Media Enterprises B.V.








	
      4
	
      Conditions
      Precedent








	
      4.1
	
      The
      completion of the purchase and sale of the Ownership Interest shall be
      conditional upon satisfaction of obligations of Parties and conditions
      specified in Clauses 3.3 to 3.7 of this Agreement,
    including:








	 	
      (a)
	
      the
      approval of the sale and purchase of the Ownership Interest by the Council
      in accordance with the Media Act; 








	 	
      (b)
	
      the
      approval of the sale and purchase of the Ownership Interest by a
      resolution of the Company’s General Meeting in accordance with the
      Memorandum of Association; and








	 	
      (c)
	
      the
      Seller shall have delivered to the Purchaser copies of final and valid
      court applications including an original stamp by the relevant court on
      withdrawal of the court proceedings concerning all Approved
      Petitions.




 







- 6
-














	
      4.2
	
      This
      Agreement shall terminate on the date that is 85 (eighty-five) days from
      the date hereof in the event that the condition in Clause 4.1(b) has not
      been satisfied. Any liability of a Party resulting from the breach of this
      Agreement shall not be affected by this termination.









	
      4.3
	
      In
      the event that the condition in Clause 4.1(a) is not satisfied within six
      months of the date hereof, either Party shall be entitled to terminate
      this Agreement by delivery of notice to the other Party at any time during
      the thirty-day period following such date. The termination notice shall
      become effective on the date which is thirty days from delivery unless the
      condition in Clause 4.1(a) has been satisfied within such period. Any
      liability of a Party resulting from the breach of this Agreement shall not
      be affected by this termination. 











	
      5
	
      Escrow
      Account








	
      5.1
	
      The
      Parties shall cause the Escrow Account to be opened with ING Bank (or such
      other bank reasonably acceptable to Purchaser and the Seller) in Prague
      and cause ING Bank (or such other bank) to be appointed as the Escrow
      Agent. 








	
      6
	
      Warranties
      








	
      6.1
	
      The
      Seller represents and warrants to the Purchaser as of the date hereof that
      each of the statements set forth below is true, accurate and not
      misleading as at that date:




 



		(a)	The
      Ownership Interest is owned by the Seller, and the Seller has the
      exclusive and unrestricted right, save for the approval of the Council set
      forth in Clause 4.1(a) and the approval of the Company’s General Meeting
      set forth in Clause 4.1(b), to sell the Ownership Interest to the
      Purchaser on the terms set out in this  Agreement;



 



	 	
      (b)
	
      the
      Ownership Interest is free from all liens, charges, equities,
      encumbrances, pre-emption rights, rights of first refusal, options and
      other rights exercisable by third parties; 








	 	
      (c)
	
      after
      the submission of the petitions to withdraw the Claims to the relevant
      court the Memorandum of Association will be true and
    correct;








	 	
      (d)
	
      the
      Seller has not initiated any Claims other than Claims disclosed to the
      Purchaser in Annex 1 hereto; and








	 	
      (e)
	
      the
      Seller is entering into this Agreement with good faith that (x) all
      transactions contemplated under this Agreement can be validly executed and
      that (y) there are no other obstacles to the sale and purchase of the
      Ownership Interest other than those specified in this
      Agreement.








	6.2	The
      Seller is deemed to repeat the representations and warranties pursuant
       to
      Clause 6.1 above on the date of the First Payment and the Second
      Payment.



 







- 7
-














	
      6.3
	
      The
      Purchaser represents and warrants to the Seller as at the date hereof that
      each of the statements set forth below is true, accurate and not
      misleading as at that date:








	 	
      (a)
	
      the
      Purchaser is a company duly established and existing under the laws of the
      Netherlands; 








	 	
      (b)
	
      the
      person signing this Agreement on behalf of the Purchaser has the
      unrestricted right to do so and the Purchaser has taken all necessary
      corporate action to execute and deliver this Agreement;









	 	
      (c)
	
      the
      Purchaser is entering into this Agreement with good faith that (x) all
      transactions contemplated under this Agreement can be validly executed and
      that (y) there are no other obstacles to the sale and purchase of the
      Ownership Interest other than those specified in this Agreement.
      




 


	
      7
	
      Undertakings







In
addition to their specific undertakings referred to in Clause 3 or elsewhere in
this Agreement the Parties have agreed as follows: 





	
      7.1
	
      Each
      of the Parties shall use its best endeavours to procure that the Company
      applies for and obtains the Council’s approval under the Media Act and use
      its best endeavours to procure that the Company applies for and obtains
      the registration of the Purchaser as the owner of the Ownership Interest
      in the Commercial Register of the relevant Commercial
    Court.








	
      7.2
	
      Each
      of the Parties shall use its best endeavours to procure that the Company
      convene the general meeting where the Company members are asked to approve
      the transfer of the Ownership Interest for registration and the submission
      of such transfer for the Council’s approval under the Media
      Act.








	
      7.3
	
      The
      Seller shall vote in favor of the transfer of the Ownership Interest at
      such general meeting of the Company. The Purchaser shall vote in favour of
      the transfer of the Ownership Interest in accordance with this Agreement
      at the general meeting of the Company should the Purchaser acquire any
      ownership interest in the Company prior to the Completion or the Purchaser
      shall ensure that a person holding an ownership interest and controlled
      either directly or indirectly by the Purchaser shall vote in favour of the
      transfer of the Ownership Interest in accordance with this Agreement.
      








	
      7.4
	
      The
      Seller undertakes that he shall not (i) withdraw any application filed
      pursuant to Clause 3.6 of this Agreement, (ii) withdraw or contest in any
      way a request for consent to the Council in respect of the transfer of the
      Ownership Interest to the Purchaser, (iii) withdraw or contest in any way
      the application filed with the Commercial Register of the relevant
      Commercial Court to register the Purchaser as the owner of the Ownership
      Interest, or (iv) initiate any Claim as from the date hereof; provided
      that the Seller shall be entitled from the date which is 85 (eighty-five)
      calendar days from the date hereof until the date on which the Purchaser
      deposits the Purchase Price into the Escrow Account and the Escrow Agent
      notifies the Seller hereof to initiate Claims solely on account of the
      fact that the applicable statute of limitations would otherwise expire and
      shall promptly deliver copies of any such Claim to the Purchaser. .
      




 







- 8
-














	
      7.5
	
      The
      Seller undertakes that in the event this Agreement or the application to
      register the Purchaser as the owner of the Ownership Interest hereunder is
      declared invalid, the Seller shall undertake to perform such acts as may
      be reasonably required by the Purchaser, including entering into a new
      agreement containing substantially the same sale terms as are contained in
      this Agreement.








	
      7.6
	
      The
      Seller undertakes to notify the Purchaser within 15 (fifteen) Business
      Days of the receipt of valid and final court decisions including an
      original stamp by the relevant court in respect of the termination of any
      of the Approved Petitions








	
      7.7
	
      The
      Purchaser undertakes to transfer to the Seller amounts of any dividends
      relating to the Ownership Interest which may be distributed from the
      profits generated by the Company for the financial year
    2004.








	
      7.8
	
      In
      the event of a breach by the Seller of any obligation under Clause 7 other
      than the obligation in Clause 7.6 above, the Seller shall pay to the
      Purchaser contractual penalty in the amount of CZK 25.000.000,00
      (twenty-five million Czech crowns) per each individual breach within 15
      Business Days of any such breach. In the event of a breach by the
      Purchaser of any obligation under Clause 7, the Purchaser shall pay to the
      Seller a contractual penalty in the amount of CZK 25.000.000,00
      (twenty-five million Czech crowns) per each individual breach within 15
      Business Days of any such breach. Nothing in this Agreement shall be
      interpreted as a limitation of the Purchaser’s rights to conduct the
      proceedings relating to the Claims until the Seller withdraws such Claims
      in accordance with this Agreement. 








	
      8
	
      Accession
      to the Memorandum of Association








	
      8.1
	
      In
      accordance with Section 115(3) of the Commercial Code the Purchaser hereby
      declares that it accedes to the Memorandum of
  Association.








	
      9
	
      Further
      Assurance








	
      9.1
	
      Each
      Party shall execute and/or deliver all such instruments and other
      documents and shall take all such actions as may be necessary in order to
      give full effect to the intentions of this
Agreement.








	
      10
	
      Notices








	
      10.1
	
      A
      notice under this Agreement shall only be effective if it is in writing,
      otherwise being deemed null and void.




 







- 9
-














	
      10.2
	
      Notices
      under this Agreement shall be sent to a Party at its address set forth on
      the first page hereof or faxed to the fax number and for the attention of
      the individual set out below:






 


			if to the Seller,



 


		to:	Peter
      Krsak





			Prazskeho
      608




			15000
      Praha 5




	 	 	 




			with
      the copy to 




	 	 	 




	 	 	 




	 	 	Baker
      &McKenzie v.o.s





	 	 	for
      the attention of Martin Hrodek




	 	 	Klimentska
      46 




	 	 	110
      00 Praha 1




	 	 	fax
      number: +420 236 045 055




	 	 	 




	 	 	 




	 	 	if
      to the Purchaser 




	 	 	 




		 to:	CME
      Media Enterprises B.V






		
      
	71-91
      Alwych




	 	 	London
      WC2B 4HN




	 	 	United
      Kingdom




	 	 	 




	 	 	for
      the attention of: General Counsel




	 	 	 




	 	 	fax
      number: 44 20 7430 5403




	 	 	 




	 	 	with
      a copy to




	 	 	 




	 	 	Kotrlik,
      Bourgeault & Andrusko




	 	 	Adria
      Palace




	 	 	Jungmannova
      31




	 	 	110
      00 Prague 1




	 	 	 




	 	 	Fax: 
      4202 2499 0001




 


Each
Party may change its notice details on giving notice to the other Party of the
change in accordance with this Clause 10.2. Such change shall become effective 5
(five) Business Days following the making of the notice.

 




	
      10.3
	
      Notices
      (including accompanying papers) with respect to this Agreement shall be
      prepared in Czech with translation to
English.








	
      11
	
      Severability








	
      11.1
	
      If
      any provision of this Agreement (or of any document referred to herein) is
      held to be illegal, invalid or unenforceable in whole or in part, the
      legality, validity and enforceability of the remaining provisions of this
      Agreement (or such other document) shall not in any way be affected or
      impaired thereby.




 







- 10
-














	
      11.2
	
      Without
      prejudice to the abovementioned general clause 11.1, the Parties hereby
      agree that if the undertaking of the Seller that he will not assert any
      Claims which he could have in the future is held to be illegal, invalid or
      unenforceable, the undertakings and obligations of the Seller regarding
      Claims which existed as of the date hereof, whether these were known to or
      asserted by the Seller, shall not in any way be affected or impaired
      thereby.








	
      12
	
      Entire
      Agreement and Variation








	
      12.1
	
      No
      variation, supplement, deletion or replacement of, to or from this
      Agreement or any of its terms shall be valid and effective unless made in
      writing and signed by or on behalf of each
Party.








	
      13
	
      Necessary
      Steps








	
      13.1
	
      If,
      for any reason, any additional steps or measures are required based on the
      request of any court or any notary with respect to the registration of the
      transfer of the Ownership Interest by the competent court, each Party
      undertakes to use its best efforts to take any such required steps or
      measures to ensure proper and timely registration of the sale and purchase
      of the Ownership Interest under this
Agreement.








	
      14
	
      Assignment








	
      14.1
	
      This
      Agreement shall be binding on and inure for the benefit of each Party's
      successors in title. No Party shall assign or transfer (by way of
      corporate restructuring or otherwise), all or any part of the obligations
      or undertakings or the benefit of, or its rights or benefits under, this
      Agreement without the prior written consent of the other Party.
      








	
      15
	
      Dispute
      Resolution








	
      15.1
	
      Any
      disputes, claims or controversy arising out of or related to the
      Agreement, including any question as to its formation, validity,
      interpretation or termination shall be settled by arbitration on an
      ad
      hoc
      basis in accordance with the UNCITRAL Arbitration Rules, by three
      arbitrators appointed by the Parties or otherwise appointed by the London
      Court of International Arbitration in accordance with its rules. The seat
      of the arbitration shall be in Vienna and the hearing may be held at any
      place agreed upon between Parties. All documents and proceedings shall be
      in the English language. Any of the Parties shall have the right to
      initiate the proceedings.








	
      16
	
      Costs
      








	
      16.1
	
      Each
      Party shall be liable for its costs and expenses in relation to the
      negotiation, preparation, execution and carrying into effect of this
      Agreement. The Purchaser shall be solely liable for the costs of the
      Escrow Agent.




 







- 11
-














	
      17
	
      General
      Provisions








	
      17.1
	
      Any
      waiver of a breach of any of the terms of this Agreement or of any default
      hereunder shall not be deemed to be a waiver of any subsequent breach or
      default and shall in no way affect the other terms of this
      Agreement.








	
      17.2
	
      No
      failure to exercise and no delay on the part of any Party in exercising
      any right, remedy, power or privilege of that Party under this Agreement
      and no course of dealing between the Parties shall be construed or operate
      as a waiver thereof, nor shall any single or partial exercise of any
      right, remedy, power or privilege preclude any other or further exercise
      thereof or the exercise of any other right, remedy, power or privilege.
      The rights and remedies provided by this Agreement are cumulative and they
      are not exclusive to any rights or remedies provided by law. A payment of
      a contractual penalty under this Agreement shall be without prejudice to
      the right for recovery of actual damages by the relevant entitled
      Party.








	
      18
	
      Language








	
      18.1
	
      This
      Agreement is being executed in two copies in the English language and
      Czech, each of which shall be deemed an original. In case of a discrepancy
      between the two language versions the English version shall prevail.
      








	
      19
	
      Governing
      Law








	
      19.1
	
      This
      Agreement and rights of the Parties hereunder shall be governed by,
      construed and take effect in accordance with Czech
law.








	
      20
	
      Effective
      Date








	
      20.1
	
      This
      Agreement is valid and
      takes effect upon its signing by the Parties to it. The signatures of the
      Parties shall be duly verified in accordance with the Czech
      law.







AS
WITNESS the
hands of the Parties or their duly authorized representatives the day and year
written hereunder.

 







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Dated
February 24, 2005




Mr.
Peter Kršák




By:
/s/
Peter Krsak




Name: Peter
Krsak




 

CME
Media Enterprises B.V.




 

By:
/s/
Fred Klinkhammer




Name: Fred
Klinkhammer




Title: Power of
Attorney

 







- 13
-













Annex
1




List
of Claims

 

 






- 14
-











 

Annex
2

 

Memorandum
of Association of the Company 




 







- 15
-