Exhibit 4.32


 


Dated 15 March 2005


 


The Government of Republic of Montenegro


 


and


 


The Employment Bureau of Montenegro


 


(Sellers)


 


and


 


Matáv Magyar Távközlési Részvénytársaság
(Matáv Hungarian Telecommunications Company Limited)


 


(Purchaser)


 


 


SHARE SALE-PURCHASE AGREEMENT


 


in respect of certain shares of


 


Telekom Crne Gore AD, Podgorica


 





















 


Share Sale-Purchase Agreement


 


This Share Sale-Purchase
Agreement (this “Agreement”) is made on 15 March 2005 between:


 


(1)           The Government of the Republic of Montenegro (the “Government”), herein represented by Mr. Darko Uskokovic, Minister
of Economy, its authorised representative pursuant to a Decision of the
Government dated 11.03.2005, a copy of which is annexed at Schedule 1-A, which
has been published, as required by the Governing Law;


 


(2)           The Employment Bureau of Montenegro (the “Employment Bureau”), herein represented by Mr. Branimir Bojanic,
Director, its authorised representative pursuant to a Decision of the Board of
Directors of the Employment Bureau dated 10.03.2005, a copy of which is annexed
at Schedule 2-A; and


 


(The Government and
the Employment Bureau are hereinafter referred to collectively as the “Sellers” and individually as the “Seller.”)


 


(3)           Matáv Magyar Távközlési Részvénytársaság (Matáv
Hungarian Telecommunications Company Ltd), a company limited by shares organised and
existing under the laws of Hungary, registered with the Metropolitan Court of
Budapest acting as court of registration under number Cg 01-10-041928. with its
registered office located at Krisztina krt 55, 1013 Budapest, herein
represented by Mr András Balogh, Chief Strategist, and Mr Tamás Morvai, M&A Director, its joint authorised
representatives, pursuant to a trade registry extract of Matáv Rt dated 6
December 2004, a copy of which is annexed at Schedule 3 (the “Purchaser”).


 


(The Government,
the Employment Bureau and the Purchaser are hereinafter referred to
collectively as the “Parties” and
individually as a “Party.”)


 


WHEREAS:


 


(A)          Telekom Crne Gore AD, Podgorica (the
“Company” or “TCG”), a joint stock
company organised and existing under the Laws of the Republic of Montenegro,
registered with the Commercial Registry, with the current date of registration
of 2 August 2004, under registration number 4-0000618/005, with a total nominal
registered capital amounting to €140,999,253.44
(one-hundred-forty-million-nine-hundred-ninety-nine-thousand-two-hundred-fifty-three
Euro and forty four cents) divided into 47,273,940
(forty-seven-million-two-hundred-seventy-three-thousand-nine-hundred-forty)
ordinary shares.


 


(B)           The Government owns 23,953,548
(twenty-three-million-nine-hundred-fifty-three thousand-five-hundred and
forty-eight) ordinary shares of the Company, which represent 50.6697% of all
issued shares of the Company (the “Government
Shares”), and the Employment Bureau owns 213,080
(two-hundred-thirteen-thousand and eighty) ordinary shares of the Company,
which represent 0.4507% of all issued shares of the Company (the “Employment Bureau Shares”), each share
having a nominal value of €2.98 (two Euros and ninety-eight cents), which
together constitute a total of 24,166,628
(twenty-four-million-one-hundred-sixty-six-thousand-six-hundred and
twenty-eight) ordinary shares, representing 51.1204% (fifty-one point
one-two-zero-four per cent) of the all issued shares (the “Subject Shares”) of the Company.  The ISIM number of the Company’s Shares is YUTECGRA0PG5.  As required by the Governing Law, the
Government adopted decision 02-6940 on 15 October 2004 and published in the
Official Gazette number 64, dated 15 October 2004 said resolution, required by
the Governing Law, approving the sale of the Government Shares pursuant to the
Tender.  A copy of said resolution is
attached as Schedule 1-B.  The Employment
Bureau adopted on 18 November 2004 the required Employment Bureau resolution
approving the sale of the


 


2





















 


Employment Bureau Shares pursuant to the Tender.  A copy of said resolution is attached as
Schedule 2-B.


 


(C)           In accordance with the public tender
announcement placed in domestic and foreign publications on or about 19 October
2004 (the “Public Invitation”),
the Sellers expressed their intent to consider offers from qualified tender
participants made by way of public tender in respect of the purchase of the
Subject Shares.


 


(D)          It is the desire of the Parties: (i)
to ensure the development, improvement, and more efficient performance of the
Company; (ii) to increase the competitiveness of the Company on the domestic
and regional telecommunications market; (iii) to encourage the application of
new technological, managerial, and marketing methods; (iv) to ensure a
successful privatisation that will attract international investors and raise
the level of confidence for direct foreign investments in the Republic of
Montenegro; (v) to ensure the introduction of a managerial system and the
transfer of know-how, aiming to strengthen and expand the Company’s services;
and, (vi) to increase the efficiency and profitability of the Company to an
international level.


 


(E)           Pursuant to a public tender duly
held, the Purchaser was determined by the Tender Commission to be the preferred
bidder, and, following negotiations, the Privatisation Council adopted the
Report of the Tender Commission on 14 January 2005.  Pursuant to the Instructions for Bidders, the
Tender rules and specifications governing such tender, the Sellers and the
Purchaser hereby agree to the sale and purchase of the Subject Shares on the
terms and subject to the conditions set out in this Agreement.


 


(F)           The Sellers, the Purchaser, and the
Escrow Agent have executed the Escrow Agreement on the date hereof in
connection with the sale and purchase of the Subject Shares.


 


NOW, THEREFORE, it is agreed
as follows:


 


1              Interpretation and
Definition


 


1.1           Interpretation


 


In this Agreement,
unless the context otherwise requires or is otherwise provided, it is agreed
that:


 


(a)           singular, etc.: words in the singular include the plural, words in the plural include the
singular, words importing the masculine gender include the feminine, and words importing the feminine gender
include the masculine;


 


(b)           headings, etc.: headings and paragraphs are for the purpose of organisation only and
shall not be used to interpret this Agreement;


 


(c)           incorporation by reference,
amendments:
references to “this Agreement” include its Preamble, Recitals and Schedules
(which are incorporated herein by reference) and this Agreement as from time to
time amended, unless otherwise stated;


 


(d)           sections, articles, clauses, etc.: references in this Agreement to
Preamble, Recitals, Sections, Articles, Clauses, Sub-Clauses and Schedules are
to the preamble, recitals, sections, articles, clauses and sub-clauses of, and
schedules to, this Agreement, unless otherwise stated;


 


3





















 


(e)           modification or amendment of
statutes:
references to a law, statute or statutory provision include that law, statute
or provision as from time to time modified, completed or republished, whether
before or after the date of this Agreement; provided, however, that nothing in
this paragraph (e) shall operate to increase the liability of any Party beyond
that which would have existed had this paragraph (e) been omitted;


 


(f)            several liability: any provision in this Agreement
which is expressed to bind more than one Person shall bind each of them
severally and not jointly and severally; provided, however, that the Sellers
shall be severally liable under this Agreement only in proportion to their
relative shareholding in the Company;


 


(g)           time of day: references to time of day are to
the time of day in Podgorica, Montenegro, unless otherwise stated; and


 


(h)           persons: references to Persons include their universal
successors and their universal title successors.


 


1.2           Definitions


 


In this Agreement,
unless the context otherwise requires or it is otherwise provided, the
following capitalised terms shall have the following corresponding meanings set
forth in this Article 1.2 (Definitions):


 


	
  “Accounts”

  	
   

  	
  means and includes the IFRS
  Accounts, the IFRS Accounts Monet, and the IFRS Group Accounts.

  
	
   

  	
   

  	
   

  
	
  “Actual
  Demand”

  	
   

  	
  means the demand by legal or
  natural persons willing and economically able to fulfil the obligations set
  out in the subscriber contract in effect from time to time for the relevant
  service, the provision of which is technically and economically feasible.

  
	
   

  	
   

  	
   

  
	
  “Adviser”

  	
   

  	
  means Raiffeisen Investment
  AG, an Austrian investment advisory firm with its registered office at
  Tegetthoffstrasse 1, A-1015 Vienna, Austria.

  
	
   

  	
   

  	
   

  
	
  “Adviser’s Bank

  Account”

  	
   

  	
  means account number 393.900 (IBAN AT57 3100 0000 0039
  3900) held with
  Raiffeisen Zentralbank AG (Bank Address; Am Stadtpark 9, 1030 Vienna, BIC
  RZBAATWW bank sort code 31000 (RZB)) in the name of Raiffeisen Investment AG (Tegetthoffstrasse
  1, 1010 Vienna).

  
	
   

  	
   

  	
   

  
	
  “Adviser’s Fee”

  	
   

  	
  means €802,400 (eight
  hundred and two thousand four hundred Euro) as full and only compensation for
  the services rendered by it in accordance with the Financial Advising
  Services for the Privatization, Capitalization and Modernization of Telekom
  Crne Gore a.d. concluded between Raiffeisen Investment AG and the Agency of
  Montenegro for Economic Restructuring and Foreign Investment (acting for and
  on behalf of the Government of the Republic of Montenegro) on 2 July 2004.

  
	
   

  	
   

  	
   

  
	
  “Affiliates”

  	
   

  	
  means, in respect to any
  Person, any other Person, directly or indirectly, controlled by such Person,
  where “control” as applied to any

  



 


4





















 


	
   

  	
   

  	
  Person means legal control
  or control in fact, including, but not limited to the right or the
  possibility directly to exercise a detrimental influence.

  
	
   

  	
   

  	
   

  
	
  “Agency”

  	
   

  	
  means the Agency of
  Montenegro for Economic Restructuring and Foreign Investments, as referred to
  in the Privatisation of Economy Act of the Republic of Montenegro, published
  in the Official Gazette of the Republic of Montenegro, issue No.23/96, 6/99,
  59/00, and 42/04.

  
	
   

  	
   

  	
   

  
	
  “Agreement”

  	
   

  	
  means this Share
  Sale-Purchase Agreement.

  
	
   

  	
   

  	
   

  
	
  “Authorisations”

  	
   

  	
  means (i) for the Sellers,
  the Governmental Authorisations, (ii) for the Company and each Subsidiary,
  any authorisation, consent, approval, concession right, resolution, license,
  permit, filing, registration or similar act required, to conduct its respective
  business as conducted on the date hereof, and (iii) in the case of the
  Purchaser, any authorisation, consent, approval, concession right,
  resolution, license, permit, filing, registration or similar act required to
  proceed with the Contemplated Transactions pursuant to this Agreement.

  
	
   

  	
   

  	
   

  
	
  “Bid Bond”

  	
   

  	
  means the bank guarantee for
  an amount of €350,000 (three-hundred-fifty-thousand Euro), delivered by the
  Purchaser to the Agency as part of its final bid submitted in connection with
  the Tender.

  
	
   

  	
   

  	
   

  
	
  “Board”

  	
   

  	
  means the Board of Directors
  of the Company as may be from time to time constituted in accordance with the
  Statute of the Company then in effect.

  
	
   

  	
   

  	
   

  
	
  “Business Day”

  	
   

  	
  means any day (except a
  Saturday or Sunday) on which banks are open for business in the Republic of
  Montenegro and in Budapest, Hungary.

  
	
   

  	
   

  	
   

  
	
  “Business Plan”

  	
   

  	
  has the meaning ascribed to
  such term in Article 6.3 (Business
  Plan;  Key  Performance
  Indicators), at Clause 6.3.1.

  
	
   

  	
   

  	
   

  
	
  “CDA”

  	
   

  	
  means the Central Depositary
  Agency AD, Podgorica, an independent joint-stock company that, inter  alia,
  maintains data concerning the registered shares of the Company and the owners
  of such shares, including the Registry of Shareholders.

  
	
   

  	
   

  	
   

  
	
  “Closing”

  	
   

  	
  means the moment in time
  when each of the actions contemplated by Article 3.2 (Obligations  at Closing) have been fulfilled.

  
	
   

  	
   

  	
   

  
	
  “Closing Date”

  	
   

  	
  means the date on which
  Closing is scheduled to occur pursuant to Clause 3.1.1.

  
	
   

  	
   

  	
   

  
	
  “Closing  Date

  	
   

  	
   

  
	
  Notice”

  	
   

  	
  has the meaning ascribed to
  it in Section 3.1.3.

  
	
   

  	
   

  	
   

  
	
  “Commercial

  	
   

  	
   

  
	
  Registry”

  	
   

  	
  means the Central Commercial
  Registry of the Commercial Court in Podgorica, Montenegro.

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  has the meaning given to
  such term in the Recital (A).

  



 


5





















 


	
  “Confidentiality

  	
   

  	
   

  
	
  Agreement”

  	
   

  	
  means the confidentiality
  agreement between the Company and the Purchaser dated 29 October 2004.

  
	
   

  	
   

  	
   

  
	
  “Constitutive

  	
   

  	
   

  
	
  Documents”

  	
   

  	
  means the Company’s founding
  documents and Statute, and any amendments thereto, as registered with the
  Commercial Registry as of the date of signing of this Agreement.

  
	
   

  	
   

  	
   

  
	
  “Contemplated

  	
   

  	
   

  
	
  Transactions”

  	
   

  	
  means the transactions
  contemplated by this Agreement, the Escrow Agreement, and any other document
  to be executed by the Parties or any of them in connection with any of said
  agreements.

  
	
   

  	
   

  	
   

  
	
  “Contract”

  	
   

  	
  means any agreement,
  contract, obligation, promise, arrangement, commitment, or undertaking
  (whether written or oral and whether express or implied), that is legally
  binding.

  
	
   

  	
   

  	
   

  
	
  “Core Assets”

  	
   

  	
  means (i) the fibre optic
  telecommunications network and the copper cable access network with the
  related ducts, owned by the Company, and (ii) those base stations owned by
  Monet DOO Podgorica which are used on the date of the signing of this
  Agreement to provide Fixed GSM services, as listed on Schedule 7.

  
	
   

  	
   

  	
   

  
	
  “Customers”

  	
   

  	
  means those subscriber lines
  existing on 28 February 2005, as indicated by the list which is attached as
  Schedule 8.

  
	
   

  	
   

  	
   

  
	
  “Data Room”

  	
   

  	
  means the data room
  maintained in physical form at the Company’s headquarters where the Purchaser
  and its directors, officers, employees and agents had the right of access to
  documents and information in respect of the Company and its subsidiaries
  between 8 and 13 November 2004 and on 13 December 2004, the index of the contents
  of which as existing on 15 December 2004 is attached as Schedule 9A.

  
	
   

  	
   

  	
   

  
	
  “Documents Index”

  	
   

  	
  means the index of documents, attached as Schedule
  9B, listing the documents concerning the Sellers, the Company and/or any
  Subsidiary, which the Sellers provided to the Purchaser during the
  negotiation of this Agreement.

  
	
   

  	
   

  	
   

  
	
  “DT Group

  	
   

  	
   

  
	
  Company”

  	
   

  	
  means and includes: (i) Deutsche Telekom AG, a
  company established under the laws of Germany, with its registered address at
  Friedrich-Ebert-Allee 140, 53113 Bonn,  Germany; 
  registration  number:  Amtsgericht  Bonn, HRB 6794 (“DT”); (ii) T-Mobile International
  AG  & Co. KG, a company established under the laws of Germany, with
  its registered address at Landgrabenweg 151, 53227 Bonn, Germany;
  registration number: Amtsgericht Bonn, HRA 5763 (“T-Mobile”); (iii) the Purchaser; and (iv) any company which
  (A) is established for the purpose of being a holding and not an operating
  company and (B) which is 100% (one hundred per cent) owned by any one of DT,
  T-Mobile and/or the Purchaser, individually or in any combination with one
  another (a “Holding Company”).

  



 


6





















 


	
  “Employment Bureau”

  	
   

  	
  has the meaning ascribed to
  such term in Preamble (2).

  
	
   

  	
   

  	
   

  
	
  “Employment Bureau’s

  	
   

  	
   

  
	
  Bank
  Account”

  	
   

  	
  means account number
  520-417105-60 held in the name of the Employment Bureau at Hipotekarna Banka
  AD, Podgorica.

  
	
   

  	
   

  	
   

  
	
  “Encumbrance”

  	
   

  	
  means any claim, charge,
  mortgage, pledge, security, lien, option, equitable interest, power of sale,
  easement, lease, condition, hypothecation or third party rights, retention of
  title, right of pre-emption, right of first refusal or security interest of
  any kind.

  
	
   

  	
   

  	
   

  
	
  “Escrow  Account”

  	
   

  	
  means the escrow account
  with the Escrow Agent into which the Purchase Price will be transferred as
  contemplated under the Escrow Agreement.

  
	
   

  	
   

  	
   

  
	
  “Escrow Agent”

  	
   

  	
  means ING Bank Rt, a company
  limited by shares, having its registered address at Dozsa Gyorgy ut 84, 1068
  Budapest, registered with the Metropolitan Court acting as court of registration
  under number Cg. 01-10-041684.

  
	
   

  	
   

  	
   

  
	
  “Escrow  Agreement”

  	
   

  	
  means the Escrow and Paying
  Agency Agreement to be executed among the Government, the Employment Bureau,
  the Purchaser, and the Escrow Agent, which will be signed on the date of this
  Agreement.

  
	
   

  	
   

  	
   

  
	
  “Euro” or “€”

  	
   

  	
  means Euro, the single
  currency introduced in the member states of the European Communities that
  adopted such single currency at the start of the third stage of the European
  Economic and Monetary Union pursuant to the Treaty establishing the European
  Community, as amended.

  
	
   

  	
   

  	
   

  
	
  “Fixed GSM”

  	
   

  	
  means fixed line services
  provided over the GSM network of Monet DOO Podgorica to those geographic
  locations in the Republic of Montenegro to which, on the date of this
  Agreement, there is no wire line connection.

  
	
   

  	
   

  	
   

  
	
  “General

  	
   

  	
   

  
	
  Assembly”

  	
   

  	
  means that meeting of the shareholders of the
  Company which will be called pursuant to Clause 4.1.1.

  
	
   

  	
   

  	
   

  
	
  “General

  	
   

  	
   

  
	
  Assembly Date”

  	
   

  	
  means the date on which the General Assembly occurs.

  
	
   

  	
   

  	
   

  
	
  “General
  Collective

  	
   

  	
   

  
	
  Bargaining

  	
   

  	
   

  
	
  Agreement”

  	
   

  	
  means the collective
  agreement concluded between Council of Trade Unions, Chamber of Commerce of
  Montenegro and the Government on December 12, 2003.

  
	
   

  	
   

  	
   

  
	
  “Governing
  Law”

  	
   

  	
  means the Law of the
  Republic of Montenegro.

  
	
   

  	
   

  	
   

  
	
  “Government”

  	
   

  	
  has the meaning given to
  such term in the Preamble (1).

  



 


7





















 


	
  “Government’s Bank

  	
   

  	
   

  
	
  Account”

  	
   

  	
  means account number 504 00
  40278 EUR held in the name of the Central Bank of the Republic of Montenegro
  (SWIFT Code: CBCGCS22) with Deutsche Bundesbank Zentrale Frankfurt am Main DH
  (SWIFT Code: MARKDEFF).

  
	
   

  	
   

  	
   

  
	
  “Governmental

  	
   

  	
   

  
	
  Approvals”

  	
   

  	
  means all approvals,
  consents, permits and licences required to be obtained from any Governmental
  Authority for the consummation of the transactions contemplated hereunder.

  
	
   

  	
   

  	
   

  
	
  “Governmental

  	
   

  	
   

  
	
  Authorisation”

  	
   

  	
  means any approval, consent,
  licence, permit, waiver, or other authorisation issued, granted, given, or
  otherwise made available under the authority of any Governmental Authority or
  pursuant to any Legal Requirement.

  
	
   

  	
   

  	
   

  
	
  “Governmental

  	
   

  	
   

  
	
  Authority”

  	
   

  	
  means any domestic or
  foreign court or other judicial authority or governmental, municipal,
  administrative or regulatory body, department, agency, commission, authority
  or instrumentality in any jurisdiction.

  
	
   

  	
   

  	
   

  
	
  “Group”

  	
   

  	
  means, in relation to a
  Person, that person and its subsidiaries.

  
	
   

  	
   

  	
   

  
	
  “GSM”

  	
   

  	
  means telecommunications
  services provided using the Global System for Mobile Communication.

  
	
   

  	
   

  	
   

  
	
  “IFRS”

  	
   

  	
  means International Financial
  Reporting Standards, the accounting standards formulated by the International
  Accounting Standards Board.

  
	
   

  	
   

  	
   

  
	
  “IFRS Accounts”

  	
   

  	
  means the consolidated IFRS
  accounts of the Company as of the IFRS Accounting Date, audited by Deloitte
  & Touche.

  
	
   

  	
   

  	
   

  
	
  “IFRS Accounts

  	
   

  	
   

  
	
  Monet”

  	
   

  	
  means the IFRS accounts of
  Monet DOO Podgorica as of the IFRS Accounting Date, audited by Deloitte &
  Touche.

  
	
   

  	
   

  	
   

  
	
  “IFRS
  Accounting

  	
   

  	
   

  
	
  Date”

  	
   

  	
  means 31 August 2004.

  
	
   

  	
   

  	
   

  
	
  “IFRS Group

  	
   

  	
   

  
	
  Accounts”

  	
   

  	
  means the consolidated IFRS
  accounts of the Company as of 31 December 2003, audited by Deloitte &
  Touche, and the IRFS accounts of each of the Company, on an unconsolidated
  basis, and of Monet DOO Podgorica and of Internet Crne Gore DOO Podgorica,
  for the period ended on 31 December 2003, audited by Deloitte & Touche.

  
	
   

  	
   

  	
   

  
	
  “Individual
  Collective

  	
   

  	
   

  
	
  Bargaining

  	
   

  	
   

  
	
  Agreement”

  	
   

  	
  means the collective
  bargaining agreement concluded between the Company or any Subsidiary and the
  representative Trade Unions.

  



 


8





















 


	
  “Industrial
  Collective

  	
   

  	
   

  
	
  Bargaining

  	
   

  	
   

  
	
  Agreement”

  	
   

  	
  means a collective agreement
  that might be concluded in accordance with (i) the labour legislation of the
  Republic of Montenegro and (ii) the General Collective Bargaining Agreement.

  
	
   

  	
   

  	
   

  
	
  “Instructions For

  	
   

  	
   

  
	
  Bidders”

  	
   

  	
  means the Instructions for
  Bidders dated October 2004 delivered to each of the prospective bidders in
  connection with the Tender, as modified, updated and clarified on 19 November
  2004, 6 December 2004, and 17 December 2004.

  
	
   

  	
   

  	
   

  
	
  “Intellectual  Property”

  	
   

  	
  means trade marks, service
  marks, trade names, logos, licences, patents, inventions, innovations,
  registered and unregistered design rights, copyrights, semi-conductor
  topography rights, database rights and all other similar proprietary rights
  which may subsist in any part of the world (including know-how) including,
  where such rights are obtained or enhanced by registration, any registration
  of such rights and applications and rights to apply for such registrations.

  
	
  “Internet
  Operating

  	
   

  	
   

  
	
  License”

  	
   

  	
  means the license granted to
  Internet Crne Gore DOO Podgorica by the Agency for Telecommunications of the
  Republic of Montenegro on 15 February 2002 for a 5 (five) year period,
  subject to the right of renewal, to provide those services described, using
  those frequencies listed, in said license.

  
	
   

  	
   

  	
   

  
	
  “Law”

  	
   

  	
  means any applicable law,
  rule or regulation of any Governmental Authority or any Legal Requirement.

  
	
   

  	
   

  	
   

  
	
  “Legal Requirement”

  	
   

  	
  means any federal, state,
  local, municipal, foreign, international, multinational, or other administrative
  order, constitution, law, ordinance, principle of common law, regulation,
  statute, or treaty.

  
	
   

  	
   

  	
   

  
	
  “Losses”

  	
   

  	
  means all losses,
  liabilities, damages, indemnities, claims, obligations, fees and costs
  (including without limitation reasonable legal fees and costs, arbitral
  costs, and court-related costs and administrative authority fees assessed to
  issue a license, permit or permission), charges,
  fines, penalties, disbursements, levies, and expenses resulting from an event
  or circumstance in question.

  
	
   

  	
   

  	
   

  
	
  “Material
  Adverse

  	
   

  	
   

  
	
  Change”

  	
   

  	
  means:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
   

  	
  any of the following:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (a)

  	
   

  	
  the filing with a court of
  law of a request or application concerning the commencement of the
  bankruptcy, reorganization, restructuring, transformation or personal
  management of the Company or of any Subsidiary, in accordance with the
  bankruptcy law of the Republic of Montenegro;

  



 


9





















 


	
   

  	
   

  	
   

  	
   

  	
  (b)

  	
   

  	
  the filing with a court of
  law or commercial registry of the request for the voluntary dissolution of
  the Company or of any Subsidiary; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (c)

  	
   

  	
  the occurrence of any event
  relating to the Sellers, or the Company or any Subsidiary (including, but not
  limited to, any Montenegrin legislative or administrative act or Order) that
  would prevent the Purchaser from obtaining the Subject Shares on the terms
  set forth herein; and/or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  any of the following:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (a)

  	
   

  	
  the loss of an asset or
  assets of the Company or of any Subsidiary;

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (b)

  	
   

  	
  the commencement of court or
  arbitral proceedings against the Company or any Subsidiary, which would
  require provisioning under IFRS;

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (c)

  	
   

  	
  any adverse change caused by
  the actions of the Sellers or by a Governmental Authority or by an Order in
  respect of or affecting an asset or the assets of, or the profitability of
  any of, the Company or any Subsidiary;

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  if such loss, such
  proceeding or such adverse change (as provided above), individually or in the
  aggregate, may result in a loss to the Company or any Subsidiary greater than
  €1,000,000 (one million Euro) or its equivalent in any currency; and/or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
   

  	
   

  	
   

  	
  if the consolidated audited
  accounts of the Company for the financial period ended on 31 December 2004
  indicate that the Company’s income, taken on a consolidated basis, is
  decreasing compared to the income indicated on the IFRS Group Accounts, where
  income constitutes payments made to the Company and its Subsidiaries from
  subscribers and interconnection partners, and excludes payment made by the
  Company to any of its Subsidiaries, and from any of the Subsidiaries to the
  Company; and/or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
   

  	
   

  	
   

  	
  the entering into by the
  Company or any Subsidiary or any contract, agreement, commitment or
  undertaking which is outside the Ordinary Course of Business.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “Monet
  Operating

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License” 

  	
   

  	
  means the license granted to
  Monet DOO Podgorica by the Agency for Telecommunications of the Republic of
  Montenegro on 1 January 2002 for a 15 (fifteen) year period, subject to the
  right of renewal, to provide those services described, using those
  frequencies listed, in said license.

  



 


10





















 


	
  “Montgenegro
  Card

  	
   

  	
   

  
	
  Operating
  License”

  	
   

  	
  means the license granted to
  Montenegro Card DOO Podgorica by the Agency for Telecommunications of the
  Republic of Montenegro on 27 December 2001 to install, exploit,
  maintain and improve the public phone booth network to provide public
  pay-phone services;

  
	
   

  	
   

  	
   

  
	
  “Notice”

  	
   

  	
  has the meaning given to
  such term in Article 10 (General Provisions), at Article 10.1 (Notices, Communications), Clause
  10.1.1.

  
	
   

  	
   

  	
   

  
	
  “Official
  Gazette”

  	
   

  	
  means the Official Gazette
  of the Republic of Montenegro.

  
	
   

  	
   

  	
   

  
	
  “Operating
  License”

  	
   

  	
  means the license granted to
  the Company by the Agency for Telecommunications of the Republic of
  Montenegro on 27 December 2001 for a 25 (twenty-five) year period, subject to
  the right of renewal, to provide those services described, using those
  frequencies listed, in said license, as amended by the Addendum dated 2
  October 2002.

  
	
   

  	
   

  	
   

  
	
  “Optic Cable

  	
   

  	
   

  
	
  Agreement”

  	
   

  	
  means the agreement
  contained in the Data Room, which was concluded between the Government of the
  Republic of Montenegro, represented y the Ministry of the Economy, and the
  Company concerning the use of a particular optic cable network by the police
  (i.e., the Ministry of Interior) of the Republic of Montenegro, dated 21 July
  2003, numbered 04/9321 for the Company’s reference, and effective on the
  Company as of 27 August 2003, No. 01-2475/1, and its annex 1, numbered
  01-3230/7, dated 21 December 2004.

  
	
   

  	
   

  	
   

  
	
  “Order”

  	
   

  	
  means any award, decision,
  injunction, judgment, order, ruling, subpoena, or verdict entered, issued,
  made, or rendered by any Governmental Authority or by any arbitrator.

  
	
  “Ordinary
  Course of

  	
   

  	
   

  
	
  Business”

  	
   

  	
  means actions taken in the
  ordinary and usual course of normal day-to-day business, consistent with
  actions customarily taken in the ordinary course of the normal day-to-day
  business operations of companies that are in the same line of business as the
  relevant Company or Subsidiary.

  
	
   

  	
   

  	
   

  
	
  “Parties”

  	
   

  	
  has the meaning given to
  such term in the Preamble.

  
	
   

  	
   

  	
   

  
	
  “Party”

  	
   

  	
  has the meaning given to
  such term in the Preamble.

  
	
   

  	
   

  	
   

  
	
  “Permits”

  	
   

  	
  means the construction, zoning, use,
  occupancy, and/or any other permit, license or permission whatsoever in
  respect of any asset operated by the Company or any Subsidiary.

  
	
   

  	
   

  	
   

  
	
  “Person”

  	
   

  	
  means any natural person or
  legal person, including without limitation a corporation, a general or
  limited partnership, a joint-stock company, a limited liability company, a
  joint venture, a trust, an association, an organisation, or any other entity,
  whether incorporated or not, as well as any Public Authority (including
  agencies, departments, bureaus, boards, divisions and instrumentalities
  thereof), or any trustee, receiver, liquidator, and, unless specified
  otherwise, any successors and permitted assigns of any of the foregoing.

  
	
   

  	
   

  	
   

  
	
  “Positive Legislation”

  	
   

  	
  means that positive
  legislation of the Republic of Montenegro existing on 15 December 2004, as
  published in the Official Gazette.

  



 


11





















 


	
  “ProMonte”

  	
   

  	
  means ProMonte GSM DOO
  Podgorica, a licensed provider of mobile GSM services in the Republic of Montenegro.

  
	
   

  	
   

  	
   

  
	
  “Primary Operating

  	
   

  	
   

  
	
  Licenses”

  	
   

  	
  means and includes the
  Operating License, the Monet Operating License, the Internet Operating
  License, and the Montenegro Card Operating License.

  
	
   

  	
   

  	
   

  
	
  “Privatisation Council”

  	
   

  	
  means the Privatisation
  Council, Podgorica, appointed pursuant to the Privatisation of Economy Act of
  the Republic of Montenegro, published in the Official Gazette of the Republic
  of Montenegro, issue no. 23/96, 6/99, 59/00, and 42/04.

  
	
   

  	
   

  	
   

  
	
  “Privatisation Council’s Bank

  	
   

  	
   

  
	
  Account”

  	
   

  	
  means account number
  420-1383 held with Hipotekarna Banka A.D., Podgorica.

  
	
   

  	
   

  	
   

  
	
  “Privatisation Council’s Fee”

  	
   

  	
  means the amount in Euro
  obtained by multiplying 1% (one per cent) by the amount representing the
  Purchase Price.

  
	
   

  	
   

  	
   

  
	
  “Proceeding”

  	
   

  	
  means any action at law,
  arbitration, civil proceeding, administrative hearing, audit, other hearing,
  investigation, litigation, or civil, criminal, administrative, investigative,
  or informal suit commenced, brought, conducted, or heard by or before, or
  otherwise involving, any Governmental Authority, arbitral tribunal, mediator,
  arbitrator or other similar forum of dispute resolution.

  
	
   

  	
   

  	
   

  
	
  “Public Authority”

  	
   

  	
  means any national,
  regional, local or other governmental body, agency, instrumentality,
  commission, department, court, arbitral tribunal, ministry, regulatory,
  self-regulatory, or similar authority or organization, in any jurisdiction.
  For the avoidance of doubt, international financial institutions (including
  but not limited to the World Bank, the International Monetary Fund and the
  EBRD) shall not be considered Public Authorities for the purposes of this
  Agreement.

  
	
   

  	
   

  	
   

  
	
  “Public Invitation”

  	
   

  	
  has the meaning ascribed to
  such term in Recital (C).

  
	
   

  	
   

  	
   

  
	
  “Purchase Price”

  	
   

  	
  has the meaning given to
  such term in Article 2.2 (Purchase Price),
  at Clause 2.2.1.

  
	
   

  	
   

  	
   

  
	
  “Purchaser”

  	
   

  	
  has the meaning given to
  such term in Preamble (3).

  
	
   

  	
   

  	
   

  
	
  “Radio Diffusion Centre”

  	
   

  	
  means the Radio difuzni
  centar DOO Podgorica.

  
	
   

  	
   

  	
   

  
	
  “Radio Diffusion Centre

  	
   

  	
   

  
	
  Agreement”

  	
   

  	
  means the agreement on the
  regulation of the mutual relationship concluded between the Company and the
  Radio Diffusion Centre on the 5 October 2004, agreement no.04-9809.

  
	
   

  	
   

  	
   

  
	
  “Registry of Shareholders”

  	
   

  	
  means the registry of
  shareholders of the Company maintained by the CDA.

  



 


12





















 


	
  “Required
  Permits”

  	
   

  	
  has the meaning ascribed to
  such term in Clause 7.1.1.

  
	
   

  	
   

  	
   

  
	
  “Rule Book”

  	
   

  	
  means Rule Book on
  Determining the Amounts of Fees Due for Registration and Fees Due for
  Licenses for Telecommunications Operators and Telecommunication Services
  Providers, published in the Official Gazette no. 8/2002 and 68/2004.

  
	
   

  	
   

  	
   

  
	
  “Rules on the Settlement of

  	
   

  	
   

  
	
  Residential
  Issues”

  	
   

  	
  means the rules on the
  settlement of residential issues of the Company as included in the Data Room.

  
	
   

  	
   

  	
   

  
	
  “Seller”

  	
   

  	
  has the meaning given to
  such term in the Preamble.

  
	
   

  	
   

  	
   

  
	
  “Sellers’ Knowledge”

  	
   

  	
  in respect of a statement
  made by or on behalf of the Seller, means that such statement is made to the
  actual knowledge after reasonable enquiry, of those persons whose names
  and/or titles are listed on Schedule 5A.

  
	
   

  	
   

  	
   

  
	
  “Separation Agreement”

  	
   

  	
  means the agreement,
  contained in the Data Room, between Posta Crne Gore DOO and the Company for
  the regulation of the mutual relationship between the companies formed by the
  change of status by the division of JP PTT saobracaj Crne Gore into Posta
  Crne Gore DOO and the Company dated 14 July 1999, agreement no. 04-2342, and
  the annex no. 04-1465, dated 10 February 2004.

  
	
   

  	
   

  	
   

  
	
  “Share” or “Shares”

  	
   

  	
  means any share or shares in
  the Company, including the Subject Shares.

  
	
   

  	
   

  	
   

  
	
  “Share  Transfer

  	
   

  	
  means the application for
  the transfer of shares with the Application

  
	
  Form”

  	
   

  	
  CDA, in the form set out in
  Schedule 12 (Share Transfer

  
	
   

  	
   

  	
  Application
  Form).

  
	
   

  	
   

  	
   

  
	
  “Share Transfer Application

  	
   

  	
   

  
	
  Notice
  Agreement”

  	
   

  	
  means the document
  contemplated by Article 3.2 (Obligations
  at Closing), at Clause 3.2.2, to be executed in the form set out
  in Schedule 11 (Form  of Share Transfer Application Notice Agreement).

  
	
   

  	
   

  	
   

  
	
  “Signing Date”

  	
   

  	
  means the date on which the
  Parties execute this Agreement, which is indicated by the date first written
  above.

  
	
   

  	
   

  	
   

  
	
  “Social Programme”

  	
   

  	
  has the meaning given to
  such term in Article 6.4 (Employee
  Matters;  Social Programme)
  at Clause 6.4.2.

  
	
   

  	
   

  	
   

  
	
  “Subject Shares”

  	
   

  	
  has the meaning given to
  such term in Recital (B).

  
	
   

  	
   

  	
   

  
	
  “Subsidiaries”

  	
   

  	
  means Montenegro Card DOO
  Podgorica, MONET DOO Podgorica, and INTERNET Crna Gora DOO Podgorica, as
  defined on Schedule 13, the particulars of each of which are set out on
  Schedule 13.

  
	
   

  	
   

  	
   

  
	
  “Tax”

  	
   

  	
  means any tax (including any
  income tax, corporate income tax, withholding tax, capital gains tax, value
  added tax, sales tax, property tax, gift tax, estate tax, social contribution
  payments or mandatory insurances payments in respect of employees), levy,
  assessment, tariff, duty (including any customs duty), deficiency, or other
  fee, and

  



 


13





















 


	
   

  	
   

  	
  any related charge or amount
  (including any fine, penalty, interest, or addition to tax), imposed, assessed,
  or collected by or under the authority of any Governmental Authority or
  payable pursuant to any tax-sharing agreement or any other Contract relating
  to the sharing or payment of any such tax, levy, assessment, tariff, duty,
  deficiency, or fee.

  
	
   

  	
   

  	
   

  
	
  “Telecommunications

  	
   

  	
   

  
	
  Agency”

  	
   

  	
  means the Agency for
  Telecommunications of the Republic of Montenegro.

  
	
   

  	
   

  	
   

  
	
  “Tender”

  	
   

  	
  means the public tender
  process by which the Subject Shares are to be sold, as arranged by the
  Sellers and the Tender Commission in accordance with the Governing Law.

  
	
   

  	
   

  	
   

  
	
  “Tender Commission”

  	
   

  	
  means the commission in
  charge of the public tender procedure in respect of the Company pursuant to
  the Privatisation of Economy Act of the Republic of Montenegro, published in
  the Official Gazette of the Republic of Montenegro, issue Nos. 23/96, 6/99,
  59/00, and 42/04, and the Act on the Sale of Shares and Property by means of
  public tender (Official Gazette of the Republic of Montenegro, issues Nos.
  8/99,31/00,14/03 and 59/03).

  
	
   

  	
   

  	
   

  
	
  “Transfer”

  	
   

  	
  shall have the meaning set
  out in Article 6.2 (Share  Transfer Restrictions) at Clause 6.2.1.

  
	
   

  	
   

  	
   

  
	
  “Warranties”

  	
   

  	
  means the warranties and
  representations as set out in Schedule 4 (Warranties
  Given  by the Sellers under  Sub-Clause 5.1.1(i)), Schedule 5
  (Warranties  Given  by the  Sellers
  under  Sub-Clause 5.1.1(ii)), and Schedule 6 (Warranties Given by the Purchaser under Sub-Clause 5.2.1).

  



 


2              Agreement to Sell and
Purchase the Subject Shares; Purchase Price


 


2.1           Sale
and Purchase of the Subject Shares


 


On the terms and
subject to the conditions of this Agreement, including the restriction on
transferring the Subject Shares set forth in Article 6.2 (Share  Transfer
Restrictions), the Sellers
respectively agree to sell and the Purchaser agrees to purchase at the Closing
the Subject Shares free from all Encumbrances and together with all rights
attaching thereto under the Governing Law.


 


2.2           Purchase
Price


 


2.2.1      The price to be paid
for all of the Subject Shares shall be €114,000,000 (one hundred and fourteen
million Euro) (the “Purchase Price”). For the avoidance of doubt, the Parties agree that the
Purchase Price includes the Privatization Council’s Fee and the Advisor’s Fee,
which shall be deducted from the Purchase Price and paid to the Privatization
Council and the Advisors as required under the Escrow Agreement.


 


2.2.2      The Purchase Price to
be paid to the Sellers on the Closing Date in accordance with the terms of the
Escrow Agreement, shall be as follows:


 


(a)         €  111,069,574.97
(one-hundred-eleven-milion-sixsty-nine-thowsends-five-hudnred-seventy-four
euros and ninety-seven cents) to the Government in


 


14





















 


respect of the transfer of 23,953,548 (twenty-three million nine hundred
fifty-three thousand five hundred forty-eight) Shares; and


 


(b)         €  988,025.03 (nine hundred eighty
eight thousand twenty five Euro and three cents) to the Employment Bureau in
respect of the transfer of 213,080 (two hundred thirteen thousand eighty)
Shares,


 


subject to the
prior deduction of the Privatisation Council’s Fee and the Advisor’s Fee.


 


2.3           Payment
of Purchase Price and Transfer of the Subject Shares


 


2.3.1      The Sellers’
respective transfer of ownership of the Subject Shares to the Purchaser and the
Purchaser’s payment to the Sellers of the Purchase Price shall be effected at
Closing pursuant to and in accordance with Article 3 (Closing).


 


2.3.2      The Purchaser shall transfer the Purchase Price through
bank transfer to the Escrow Account as required pursuant to the Escrow
Agreement.


 


2.3.3      The obligation of the
Purchaser to pay the Purchase Price shall be considered to have been satisfied
at Closing upon the issuance of the Closing Transfer Notice, as defined in the
Escrow Agreement.


 


2.3.4      It is expressly
understood and agreed by the Sellers and the Purchaser that nothing in this
Agreement shall or shall be interpreted to prevent the Purchaser from issuing
the Termination Transfer Notice, as defined in the Escrow Agreement, to the
Escrow Agent, provided, however, that the Purchaser shall be entitled to issue
the Termination Transfer Notice only if the Purchaser has terminated this
Agreement in accordance with Clause 8.1.3 or if the Purchaser has not been
indisputably registered in the CDA as the owner of the Subject Shares, and,
accordingly, the Closing has not occurred as provided under Clause 3.2.1. The
Purchaser agrees that the Purchaser shall not be in any event entitled to issue
the Termination Transfer Notice after the issuance of the Closing Transfer
Notice.


 


3              Closing


 


3.1           Date
and Place


 


3.1.1      The Sellers and the Purchaser shall mutually agree the
Business Day on which the Closing will take place. Subject to the Parties’
rights under Article 8 (Termination and
Other Remedies), the Parties agree that the Closing will occur not
more than 28 (twenty-eight) calendar days after the date of the signing of this
Agreement, provided that the Closing may occur only after the Purchaser
confirms that the last of the closing actions listed in Clauses 4.1 and 4.3 has been satisfied or waived by the Party
having the right to do so.


 


3.1.2      The Closing shall take
place at a location agreed by the Sellers and the Purchaser in advance of the
Closing Date.


 


3.1.3      Within two (2)
Business Days after each of the Pre-Closing Actions in Clause 4.1 is satisfied,
or waived by the Purchaser pursuant to Clause 4.2, and provided the Sellers
have complied with Clauses 4.3.1(a), (b) and (c), the Sellers and the Purchaser
shall send to the Escrow Agent written notice of the foregoing (which notice
shall also specify the Closing Date and the location of the Closing) (the “Closing
Date Notice”).


 


15





















 


3.1.4      In accordance with the
Escrow Agreement, the Purchaser shall effect the transfer of the Purchase Price
to the Escrow Account, so that the Initial Escrow Funds, as defined in the
Escrow Agreement, are received into the Escrow Account not later than 2 (two) Business
Days before the Closing Date, as
defined in the Closing Date Notice. The Escrow Agent shall notify the Parties
of the arrival of the Escrow Funds on the Escrow Account, as required in the
Escrow Agreement.


 


3.2           Obligations
at Closing


 


3.2.1      If the Sellers have
complied with their obligations under Clause 4.3, then, at the Closing the
following actions shall be taken in the following order:


 


(a)         each Party shall deliver to the other a signed written statement, in the
form of Schedule 10 to this Agreement, confirming that each of its respective
Warranties remain complete and accurate as of the Closing Date;


 


(b)         the Sellers shall execute the application form attached as Schedule 12 (Form of Share Transfer Application) (the “Application Form”) to instruct the CDA to
transfer the Subject Shares to the Purchaser, together with any other
documents, which are necessary for the Purchaser to be registered in the CDA as
the owner of the Subject Shares;


 


(c)         the Parties shall execute a written share transfer application notice in
the form set out in Schedule 11, instructing the CDA to transfer the Subject
Shares to the Purchaser, and inscribe the Purchaser into the Registry of
Shareholders as the owner of the Subject Shares. The Purchaser and the Sellers
shall on the Closing Date deliver the Share Transfer Application Notice Agreement
to the CDA together with the executed application form;


 


(d)         the Sellers shall submit the Application Form and the Share Transfer
Application Notice Agreement to the CDA and shall procure that the
Purchaser becomes registered in the CDA as the owner of the Subject Shares on
and as of the Closing Date;


 


(e)         following the Sellers’ delivery to the Purchaser of the appropriate,
correctly and completely issued CDA form indisputably registering the Purchaser
in the CDA as the owner of the Subject Shares, the Parties shall execute the Closing Transfer Notice in the form
attached to the Escrow Agreement; and


 


(f)          in acknowledgement of the Parties’ agreement that the Purchaser is
released from its Bid Bond on the Closing Date, the Sellers shall deliver to
the Purchaser the original of the Bid Bond at the Closing.


 


3.3           Mutual
Undertakings


 


3.3.1      The Parties shall
refrain from taking any action, and shall notify each other immediately of any
development, that may jeopardise or hinder Closing or the consummation of the
transactions contemplated by this Agreement.


 


3.3.2      The Sellers and the
Purchaser shall be obliged to provide each other with any and all information
necessary for the consummation of transactions contemplated by this Agreement.


 


16





















 


3.4           Breach
of Closing Obligations


 


If either Party
fails to comply with any obligation in Article 3.2 (Obligations at Closing), the Purchaser, in the case of
non-compliance by the Sellers, or the Sellers, in the case of non compliance by
the Purchaser, shall be entitled, by written notice:


 


(a)          to terminate this Agreement in accordance with the provisions of Clause
8.1.3(i) or 8.1.4(i), as the case may be;


 


(b)         to effect Closing so far as practicable, having regard to the defaults
which have occurred (in addition to and without prejudice to all other rights
or remedies available hereunder); or


 


(c)          to fix a new date for Closing (not being more than 15 (fifteen) Business
Days after the  previously  agreed 
Closing Date) in which case the 
provisions of  Article 3.2 (Obligations at Closing) shall apply to
Closing as so deferred.


 


4              Pre Closing Actions


 


4.1           The
Sellers’ Pre-Closing Actions


 


In order that the Closing may proceed, the following actions shall have
been taken:


 


4.1.1      the Sellers shall have
caused the Board, in consultation with the Purchaser, to take all action
required by Law in order to validly convene a meeting of the General Assembly,
to be held within 30 (thirty) days after the date of the signing of this Agreement.
That General Assembly will be convened on the basis of and will have the agenda
in Schedule 14.  The Sellers shall cause
the Board to distribute and to make available to the shareholders before the
General Assembly, to the extent required by the Governing Law, those draft
resolutions which are attached as Schedule 15, and such other resolutions as
the Purchaser may instruct the Sellers to make available and distribute, taking
into account the requirements of the Governing Law concerning the deadline by which
the draft resolutions must be distributed and/or made available to the Company’s
shareholders before an ordinary or extraordinary meeting of the shareholders;


 


4.1.2      the Government and the Company shall have entered into an
agreement concerning the sale by the Government to the Company of all of the
shares owned by the Government in INTERNET Crna Gora DOO, on terms which the
Purchaser and the Government have agreed will be included in said sale
agreement;


 


4.1.3      the issuance of the
following undertakings, or the taking of the following actions, with the
content agreed in advance with the Purchaser:


 


(a)         by the Government, confirming in writing that it will not, to the extent
permitted by the Governing Law, cause or enable the police (the Ministry of Interior),
the national security or security intelligence or any other similar forces
under the control of the Government (A) to utilize their respective contractual
rights to access and use the Company’s and the Subsidiaries’ respective
telecommunications network and assets so as to conduct or provide any voice,
data, alternative telecommunications services or similar services or
activities, and will require said access rights to said telecommunications
networks and assets to be used solely as required to enable said forces to
conduct national security activities, or (B) to link or interconnect in any way
any of the telecommunications network access or use rights between or among the
Company’s and/or the Subsidiaries’, on the one hand, and any third party’s, on
the other, respective telecommunications network and assets, so as to provide


 


17





















 


any Person other than said forces with the right to use or access
such  network; and


 


(b)         taking into account the provisions of Clauses
7.3 and 7.4, the Government and the Company validly sign an agreement, in the
form attached as Schedule 22, which terminates, with effect at the Closing
Date, the Annex no 1 with Schedules no. 2 and no. 3 of the Optic Cable
Agreement, which Annex and Schedules were signed between the Government (ref.
no 01-3230/7 of the Ministry of Economy, dated December 21, 2004) and the
Company (ref. number 04-12687, dated December 16, 2004), in order to enable the
Company on the Closing Date to sign those amendments referred to in Clauses 7.3
and 7.4; 


 


4.2           Waiver
of the Pre-closing Actions


 


The Purchaser may waive satisfaction of
each of the actions described in Clause 4.1 and proceed to Closing.  If the Purchaser waives satisfaction of said
actions, then the Purchaser shall have no rights to make any claim against the
Sellers for non-compliance with any of the Clause 4.1 actions which remained
unfulfilled at the time of the waiver.


 


4.3           Proceedings
Pending Closing Date


 


4.3.1      Pending the Closing
Date, the Sellers undertake to procure that no event shall occur or
circumstance arise that prevents Closing or renders Closing impracticable, and
undertake to procure that:


 


(a)         the Board shall have validly resolved that, with effect on the date of
the signing of this Agreement, (i) signature authority on behalf of the Company
shall be exercised either by the joint signature of two Board members or the
Executive Director together with any Board member, in respect of all Contracts
the value of which exceeds or is likely to exceed €50,000 (fifty-thousand Euro)
or its equivalent in any currency, whether under an individual Contract, or any
specific purchase order signed pursuant to a framework Contract;


 


(b)         the appropriate management organ of each of Monet DOO Podgorica and
Internet Crne Gore DOO Podgorica validly implement the required corporate
action such that, with effect on the date of the signing of this Agreement,
signature authority on behalf of each of said companies shall be exercised only
by the joint signature of two authorized individuals in respect of all
Contracts the  value of which exceeds or
is likely to exceed €50,000 (fifty thousand Euro) or its equivalent in any
currency, whether under an individual Contract or any specific purchase order
signed pursuant to a framework Contract;


 


(c)         the Company shall and it shall cause each Subsidiary to prepare by 10
March, 2005 their respective audited IFRS accounts for the year ended 31
December 2004, and the Company shall prepare by 15 March 2005 its audited
consolidated IFRS accounts for the year ended 31 December 2004. Each of the
IFRS accounts so prepared shall be provided to the Purchaser immediately after
their preparation by the Company or a Subsidiary, as the case may be; and


 


(d)         the Sellers will, and to the extent permitted by the Governing Law, will
cause the Company and each Subsidiary to, act in good faith so as to (i) fulfil
their respective pre-Closing Actions as quickly as practicable after the date
of the signing of this Agreement and (ii) comply with the provisions of Clause
4.1 (Actions Pending Closing).


 


18





















 


4.3.2      Pending the Closing
Date, unless the prior written consent of the Purchaser is obtained (which
shall not be refused or delayed where the best business interests of the
Company require that such consent be given), the Sellers undertake to procure
that:


 


(a)         neither the Company nor any Subsidiary shall carry on its respective
business other than in the Ordinary Course of Business;


 


(b)         neither the Company nor any Subsidiary will (i) pay up, create, allot or
issue or agree to pay up, create, allot or issue, any participation, share or
loan capital or (ii) acquire or agree to acquire any participation, share or
loan capital, of any company in which the Company or any Subsidiary does not,
as of the date hereof, own such a participation, share or loan capital, or
(iii) increase or agree to increase any participation, share or loan capital of
any company in which the Company or any Subsidiary owns, as of the date hereof,
such participation, share or loan capital;


 


(c)         neither the Company nor any Subsidiary will permit any of its respective
insurance policies to lapse or do anything which would make any relevant policy
of insurance void or voidable;


 


(d)         neither the Company nor any Subsidiary will increase or agree to
increase the payments (including without limitation salaries, pension
contributions (other than those required by the Governing Law), bonuses,
commission and benefits in kind) of its directors or employees, including,
without limitation and by way of example, by the amendment of any provision of
any collective bargaining agreement currently in force and binding upon the
Company or the relevant Subsidiary;


 


(e)         neither the Company nor any Subsidiary will acquire or dispose of any
asset, or group of assets, the value of which, individually or in the
aggregate, exceeds €50,000 (fifty thousand Euro) or its equivalent in any
currency, whether such assets are acquired or disposed in a single or in a
series of related or unrelated transactions;


 


(f)          neither the Company nor any Subsidiary will enter into, or agree to
enter into, any Contract, whether general or specific, the value of which is or
may be, and/or the payments to be made under which, regardless of the term of
the Contract, will or might exceed €50,000 (fifty thousand Euro) or its
equivalent in any currency;


 


(g)         neither the Company nor any Subsidiary will make or undertake to make
any capital expenditures the value of which will or might exceed €100,000 (one
hundred thousand Euro) or its equivalent in any currency;


 


(h)         neither the Company nor any Subsidiary will act or omit to act in any
manner which would be likely to put either the Company or any Subsidiary in
breach of any of the Seller’s Warranties given on Schedule 4 or 5 in respect of
the Company or the Subsidiary, as the case may be;


 


(i)          neither the Company nor any Subsidiary will (i) call a meeting of its
shareholders or stakeholders, as the case may be, for any purpose, including,
without limitation, to approve its respective IFRS accounts for the financial
year ended 31 December 2004, and/or declare any dividend in respect of its 2004
financial year, or take any other action of the shareholders or stakeholders of
the relevant Company and Subsidiary, as the case may be, other than as required
under this


 


19





















 


Agreement, and (ii) pay or declare any dividend or make any other
distribution, whether in cash or in kind, of its respective cash or other
assets;


 


(j)          neither the Company nor any Subsidiary will enter into or agree to enter
into any Contract the term of which is or may be longer than two (2) years from
the date of the entry into of the Contract, unless expressly required under,
and then only in the manner required by, this Agreement;


 


(k)         the Board will not amend or alter the Rules on the Settlement of
Residential Issues (the “Rules”)
or that resolution pursuant to which the Board allocated €5,000,000 (five
million Euro), as increased by any repayments made to the Company under the
Rules, and neither the Board nor any Subsidiary will make any
allocations, not previously made by 15 December 2004, of funds available under
said Rules and resolution or, in respect of the Subsidiaries, under any and
similar program;


 


(l)          neither the Company nor any Subsidiary will be required, committed or
permitted to provide, make or pay any subsidies, grants, gifts, donations,
stipends or support payments to any Person for any reason or purpose
whatsoever, other than (i) pursuant to an agreement or contract included in the
Data Room or on the Documents Index, and (ii) to support professional or
amateur sports in the Republic of Montenegro;


 


(m)        other
than as expressly required by this Agreement, the Sellers will not request that
a General Assembly of the Company be called, and will not cause or allow, to
the extent permitted by Governing Law, that the management of the Company call
a meeting of the stakeholders of any Subsidiary, to amend the Constitutive
Document of the Company or any Subsidiary, such that said Document contains any
provisions different from those included in that copy of said Document which
was contained in the Data Room;


 


(n)         neither the Company nor any Subsidiary will enter into or agree to enter
into any Contract concerning any matter which provides for revenue sharing as a
basis for the compensation to be paid by the Company or any Subsidiary, as the
case may be, to any Person;


 


(o)         neither the Company nor any Subsidiary will agree conditionally or
otherwise to do any of the foregoing; and


 


(p)         the Sellers will, and to the extent permitted by the Governing Law, will
cause the Company and each Subsidiary to, act in good faith so as to (i) fulfil
their respective pre-Closing Actions as quickly as practicable after the date
of the signing of this Agreement and (ii) comply with the provisions of this
Clause 4.3. 


 


4.3.3      Pending Closing, the Purchaser undertakes to make a
representative of the Purchaser available to the Sellers, the Company and the
Subsidiaries in Podgorica, to facilitate communication between them concerning
and thereby the performance of the provisions of Clause 4.3.2. Said Purchaser’s
representative shall, in particular, make him or herself available to the Board
and the Executive Director of the Company from the date hereof through Closing,
during the working hours of the Company and the Subsidiaries, to consult with
the Company and each Subsidiary in respect of the matters described in Clause
4.3.2.  The Sellers shall, and shall
cause the Company and each Subsidiary, to the extent permitted by Law, to
co-operate fully with the Purchaser’s representative and to immediately inform
that representative of the occurrence of any event which might constitute a
Material Adverse Change.


 


20





















 


4.4           In
the period between the date of the signing of this Agreement and the General
Assembly Date, the Parties agree that the Company and the Subsidiaries will act
in accordance with the provisions of Clause 4.3.


 


5              Representations and
Warranties


 


5.1           Representations
and Warranties of the Sellers


 


5.1.1      Sellers’
Representations and Warranties


 


(i)          Each Seller hereby represents and warrants to the Purchaser that, except
as reasonably ascertainable on or from a document contained in the Data Room,
or a document listed on the Documents Index, the statements set out in Schedule
4 (Warranties Given by the
Sellers under Sub-Clause 5.1.1 (i)) and are true and accurate in all
respects as at the Signing Date.


 


(ii)         Each Seller hereby represents and warrants to the Purchaser that, except
as reasonably ascertainable on or from a document contained in the Data Room, a
document listed on the Documents Index, or the Positive Legislation, the
statements set out in Schedule 5 (Warranties
Given  by the Sellers under  Sub-Clause
5.1.1(ii)) are true and accurate in all respects as at the Signing
Date.


 


5.1.2      Repeating
of Sellers’ Representations and Warranties


 


(i)          Each Seller hereby represents and warrants to the Purchaser that, except
as reasonably ascertainable on or from a document contained in the Data Room or
a document listed on the Documents Index, the statements set out in Schedule 4 (Warranties Given by the Sellers under Sub-Clause
5.1.1 (i)) will be true and accurate at Closing as if they had been
repeated at Closing.


 


(ii)         Each Seller hereby represents and warrants to the Purchaser that, except
as reasonably ascertainable on or from a document contained in the Data Room, a
document listed on the Documents Index, or the Positive Legislation, the
statements set out in Schedule 5 (Warranties
Given by the Sellers under Sub-Clause 5.1.1(ii)) will be true and
accurate at Closing as if they had been repeated at Closing.


 


5.1.3      No
Implied or Other Representations and Warranties


 


The Sellers make no representations and warranties other than those
expressly set forth in Clause 5.1.1 (Sellers’
Representations and Warranties) and Clause 5.1.2 (Repeating of Sellers’ Representations and Warranties).


 


5.2           Representations
and Warranties of the Purchaser


 


5.2.1      Purchaser’s
Representations and Warranties


 


The Purchaser hereby represents and warrants to the Sellers that the
statements set out in Schedule 6 (Representations
and Warranties Given by the Purchaser under Sub-Clause 5.2.1) are
true and accurate in all respects as at the Signing Date.


 


21





















 


5.2.2      Repeating
of Purchaser’s Representations and Warranties


 


 


The Purchaser hereby represents and warrants to the Sellers that the
statements set out in Schedule 6 (Representations
and Warranties Given by the Purchaser under Sub-Clause 5.2.1) will
be true and accurate in all respects at Closing as if they had been repeated at
and upon Closing.


 


5.2.3      No
Implied Representations and Warranties


 


The Purchaser makes no representations and warranties other than those
expressly set forth in Clause 5.2.1 (Purchaser’s
Representations and Warranties) and Clause 5.2.2 (Repeating of Purchaser’s Representations and
Warranties).


 


5.3           Further
Acknowledgements, Undertakings and Covenants


 


5.3.1      The Sellers, on the one hand, and the Purchaser on the
other, each understands and acknowledges that the offer and sale of the Subject
Shares depends upon the accuracy and truthfulness of the representations and
warranties it has made in this Agreement and that each of the Sellers, on the
one hand, and the Purchaser, on the other, is relying on the truth and accuracy
of such representations and warranties in the sale of the Subject Shares.


 


5.3.2      On the date of the
signing of this Agreement, the Parties will review the index of the contents of
the Data Room and the Documents Index, to confirm the completeness of each of
said indecies and of the contents of the Data Room, as supplemented by the
copies of each of the documents on the Documents Index. After such confirmation
by the Parties, the whole contents of the Data Room, together with copies of
each of the documents listed on the Documents Index, will be sealed and kept in
the premises of the Company for a period of 10 (ten) years and 90 (ninety) days
from the Closing Date.


 


5.3.3      The Government further
covenants that it will provide, within its competence  reasonable assistance to the Company or any
of its Subsidiaries, which assistance may be required before and after Closing,
in all events where Governmental Authorities might be involved.


 


6              Commitments of the
Purchaser


 


6.1           National
Interest Commitments


 


6.1.1      The Purchaser agrees that it shall procure, to the extent
permitted by Law, that the Company maintains the Optic Cable Agreement, in
accordance with its terms, in effect between the Company and the Government
from time to time, provided that the police (i.e., the Ministry of the
Interior) comply with the contractual obligations arising from said Optic Cable
Agreement and use the Company’s assets made available to the police (i.e., the
Ministry of the Interior) under said Optic Cable Agreement for the sole
purposes of the conduct by the police (i.e., the Ministry of the Interior) of
the safeguarding of national security.


 


6.1.2      The Purchaser herein
agrees and commits that, for a period of 8 (eight) years after Closing, it
shall procure, to the extent permitted by Law, that the Company and Monet DOO
Podgorica refrain from transferring, disposing or otherwise creating any
Encumbrance over any Core Asset and refrain from disposing of in any manner or
shutting down (other than as reasonably necessary for the performance of
maintenance, repairs or technological upgrades) any Core Assets (or any portion
thereof). The Parties agree that the following shall not constitute a “disposal”:


 


22





















 


(i)              the
replacement of all or part of a Core Asset by (A) one which is technically
equal or superior, including due to the use or implementation of more modern
technology, or (B) one which is of similar nature or function, or (C) one the
implementation of which, in the Purchaser’s determination, is more commercially
feasible than that of the replaced Core Asset, provided that, if the disposed
Core Asset was located in the Republic of Montenegro, the replacement must also
be located in the Republic of Montenegro; or


 


(ii)             the
depreciation to zero of a Core Asset on the books of account of the Company or
Monet DOO, Podgorica; or


 


(iii)            if some or
all of the Core Assets are transferred as a result of the Company’s or
Subsidiary(ies)’s involvement in a merger, spin off or corporate
reorganization.


 


The Parties also agree that notwithstanding
the provisions of this Clause 6.1.2, (i) the creation of an Encumbrance over a
Core Assets is permitted if the Encumbrance is reasonably required in order to
enable the international expansion of the business activities of the Company
and/or of any Subsidiary; and (ii) the continuation of any Encumbrance existing
on the date of the signing of this Agreement may continue in force and be
renewed throughout the period referred to in this Clause 6.2.1.


 


6.2           Share
Transfer Restrictions


 


6.2.1      Until the 5th (fifth)
anniversary of the Closing Date, the Purchaser shall not, without obtaining the
advance approval of the Government, acting on behalf of the Sellers, sell,
transfer or create any Encumbrance over or in, any of the Subject Shares
(collectively, “Transfer”), in favour of or to any third party, other than a DT
Group Company, pursuant to Clause 6.2.4. Prior to any such Transfer taking
place, the third party to whom the Subject Shares will be transferred must
agree in writing to be bound by the terms of this Agreement. The form of the
request for permission from the Sellers for the Transfer and the third party’s
undertaking to be bound by the provisions of this Agreement are attached as
Schedules 16A and B. The Parties agree that the Government may not unreasonably
withhold or unreasonably delay the issuance of its approval for the
Transfer.  The Government may reasonably
withhold its approval for the Transfer of the Subject Shares to a third party
if said third party is not an internationally recognized leading provider of
telecommunications services or if the Government has reasons to believe that
the said third party is not able to fulfil the obligations stipulated in the
Agreement. The Parties also agree that if the Government does not respond to the
Purchaser’s request for approval of a Transfer to a third party within
forty-five (45) calendar days from the date of the Government’s receipt of such
request, this shall be deemed to be an unreasonable delay in responding to the
Purchaser’s request for consent.  If the
Government’s consent is unreasonably delayed, the Purchaser shall be permitted
to transfer the Subject Shares to that third party indicated in the Purchaser’s
written request to the Government for its approval of the Transfer.


 


6.2.2      The Parties undertake
to register the restriction provided in Clause 6.2.1 with the Registry of
Shareholders at the time of the transfer of the Subject Shares to the Purchaser
in accordance with Clause 3.2 (Obligations
at Closing).


 


6.2.3      For the avoidance of
doubt, in the event that the Purchaser is involved in a merger, de-merger or
corporate reorganization, the provisions of this Article 6.2 (Share Transfer Restrictions), insofar as
they relate to the Purchaser, will apply to any successor entity of the Purchaser.


 


23





















 


6.2.4      Until the 5th (fifth)
anniversary of the Closing Date, the Purchaser shall notify the Government in
advance of a Transfer of the Subject Shares to a DT Group Company.  The Parties agree that in connection with
said Transfer:


 


(i)              to DT or T
Mobile, (A) the relevant DT Group Company must agree in writing to be bound by
the terms of this Agreement; and (B) the Purchaser must guarantee for the
benefit of the Sellers the DT Group Company’s compliance with the provisions of
this Agreement. The form of the notification to the Sellers and the documents
described in (A) and (B) of the immediately preceding sentence are attached in
Schedules 17A through 17C.; and


 


(ii)             to a
Holding Company, then the Purchaser must assume joint and several liability
with said Holding Company for the Holding Company’s compliance with the
provisions of this Agreement.  The form
of the notification to the Sellers and the undertaking described in this Clause
6.2.4(ii) are attached in Schedules 17A and 17D.


 


6.2.5      For the avoidance of
doubt, notwithstanding any provision of this Article 6.2, the Purchaser and any
permitted transferee of the Subject Shares shall, after the fifth (5th)
anniversary of the Closing Date, be free to Transfer the Subject Shares in any
manner and to any Person.


 


6.3           Business
Plan; Key Performance Indicators


 


6.3.1      Business Plan


 


(a)           The
Purchaser agrees and covenants to use its reasonable commercial efforts, to
implement in the four (4) year period starting on 1 January 2006 (the “Business
Plan Period”), a business plan in
respect of the Company (the “Business Plan”) which takes into account (i) the information set out in
the business plan submitted by the Purchaser in the Tender, referred to on
Schedule 18, (ii) the economic requirements and best interests of the Company,
(iii) the results of the implementation of the Company’s business plan for the
2005 calendar year (the “2005 Business Plan”), (iv) Actual Demand, (v) the technical and economic
evolution of the development of the Montenegrin telecommunications market, and
(vi) the stated goals of the Company’s privatization process. The Sellers
acknowledge that the 2005 Business Plan was prepared and approved by the
Company during the Tender and the Purchaser has agreed that after the General
Assembly the Company will continue to implement the 2005 Business Plan under
economically reasonable terms. 
Accordingly, the Parties agree that the implementation of the 2005 Business
Plan is excluded from the Purchaser’s commitment to implement the Business Plan
during the Business Plan Period.


 


(b)           Consistent
with the standard planning procedures of companies which are part of the DT
corporate group, the details of the Company’s Business Plan shall be
established each year during the Business Plan Period, under:


 


(i)            a three (3)
year rolling forward basis, such that, for example, the Company shall in the
last calendar quarter of 2005 prepare the first rolling forward three year
business plan for the years 2006 through 2008, and in the last calendar quarter
of 2007 prepare the last rolling forward three year business plan, for the
yeast 2008 through 2010.


 


24





















 


The three year rolling forward business
plan for the calendar years 2006 through 2008 shall take into account the key
performance indicators referred to in Section 6.3.2; and


 


(ii)           the
Company, exercising its best business judgement, will annually determine the
detailed elements of the Business Plan which the Company will implement in that
given year (the “Annual Business Plan”).


 


In each year of the Business Plan Period,
the Purchaser shall cause the Company to provide the Annual Business Plan to
that Ministry of the Republic of Montenegro which has jurisdiction over the
telecommunications industry (the “Ministry”), within fifteen (15) days after the date on which the
relevant management organ of the Company adopts the relevant Annual Business
Plan. The Ministry will monitor the development of the Company taking into account
the information in the Annual Business Plans so provided to it.


 


(c)             The Sellers
hereby acknowledge that the 2005 Business Plan and each Annual Business Plan
prepared during the Business Plan Period constitutes a business secret of the
Company and the Sellers therefore agree to, and agree to cause their directors,
managers, employees, representatives, agents, and advisors to, treat each of
said Annual Business Plans as a strictly confidential business secret, and
further agree not to disclose, or permit the disclosure in whole or in part, to
any Person of any of said Plans.


 


6.3.2      The Purchaser shall
use its reasonable commercial efforts to procure, to the extent permitted by
Law, that the Company, Monet DOO Podgorica and Internet Crne Gore DOO Podgorica
achieve the following key performance indicators by 31 December 2008:


 


(i)          the increase of the internet penetration in the Republic of Montenegro
in accordance with the economic development and with personal computer
penetration levels in the said Republic, to fulfil Actual Demand for internet
services;


 


(ii)         the increase of the installation of ADSL broadband connections to
households in accordance with economic development in the Republic of
Montenegro to fulfil Actual Demand for said connections;  and


 


(iii)        the
realisation of network investments to include economically feasible
international route(s) to the borders of the Republic of Montenegro, which, in
the exercise of the business judgment of the Company, are appropriate to fulfil
Actual Demand for international telecommunications traffic capacity.


 


6.3.3      The Purchaser will
maintain the Company’s headquarters in the Republic of Montenegro.


 


6.3.4      The Purchaser undertakes to procure, to the extent
permitted by Law, that through the second (2nd) anniversary of the Closing, the
Company purchases as much equipment and materials as possible in the Republic
of Montenegro, provided that the quality and price of said equipment and
materials are competitive with the prices of similar or commercially appropriate
alternative equipment and materials, available internationally. It is
understood and agreed that the purchase of services, including, without
limitation, those services required to support the operation or maintenance of
materials and


 


25





















 


equipment procured by the Company outside
the Republic of Montenegro pursuant to the immediately preceding sentence, are
expressly exempted from the foregoing undertaking. In connection with the
Purchaser’s undertaking in this Clause 6.3.4, the Parties acknowledge that the
equipment and materials which may be protected by the Governing Law applicable
to foreign trade matters are those at least 51% of the total value of which has
been created in the Republic of Montenegro.


 


6.4           Employee
Matters; Social Programme


 


6.4.1      Until the fifth (5th) anniversary of the Closing
Date;


 


(i)            the
Purchaser agrees that it shall procure, to the extent permitted by the Law,
that the Company shall maintain in effect all provisions of the Individual
Collective Bargaining Agreement;


 


(ii)           the
Individual Collective Bargaining Agreement may be amended only with the consent
of the Company and the relevant Trade Union; and


 


(iii)          if the
Government is required to amend the General Collective Bargaining Agreement, or
cause the entering into of the Industrial Collective Bargaining Agreement, the
Government hereby agrees to reimburse the Company for all negative financial
effects that may occur as a result of such action(s).


 


6.4.2      The Purchaser agrees
that within two (2) months after the General Assembly Date, the Purchaser will
develop a voluntary redundancy programme in respect of the Company. The
commitments of the Purchaser given in Clauses 6.4.1 (i) and (ii) and 6.4.2 are
referred to in this Article 6.4 as the “Social
Programme”.


 


6.4.3      The Purchaser hereby
agrees to use its best efforts, to the extent permitted by Law to procure that
the Company start talks with the representative Trade Union of the Company
within six (6) months after the Closing Date, to define and fulfil the needs of
the employees within the framework of the existing Individual Collective
Bargaining Agreement of the Company.


 


6.4.4      The Purchaser agrees
that, for the period of at least four (4) years after Closing, to the extent
permitted by Law, the Purchaser will procure that the Company only engages the
specialised personnel of the Company and will only engage personnel who are
employees of the Purchaser or its Affiliates to a limited extent, and only up
to the amount of €10 million (ten million Euro) or its equivalent in any
currency in total for the four (4) year period and not more than €4 million
(four million Euro) or its equivalent in any currency for the first (1st) year
after Closing and not more than €2 million (two million Euro) or its equivalent
in any currency in any of the subsequent three (3) years after the Closing.


 


6.4.5      The Purchaser agrees
and commits that if, as a result of the decision of the Company, employees are
shifted to new work posts due to technological changes, the Company will
provide the necessary training to such employees.


 


6.4.6      The Purchaser agrees
and commits to procure, to the extent permitted by Law, that the Company
observe the Rules on the Settlement of Residential Issues and by-laws of the
Company which provide for a certain plan and programme for the settlement of
the residential requirements of the Company’s employees, as stated in the
resolution of the Board regarding the implementation of said Rules. The
Purchaser agrees to use its best efforts, to the extent permitted by Law, to
cause the Company to establish such relationship with banks in the Republic of
Montenegro, in order to facilitate more


 


26





















 


straightforward and cost effective
obtaining of housing loans for the employees of the Company, to achieve the
long term settlement of the housing needs of the employees of the Company.


 


6.4.7      In acknowledgement of
the Purchaser’s undertakings in this Article 6.4, the Government undertakes, to
the extent permitted by the Governing Law, that it will not cause or allow the
amendment of the General Collective Bargaining Agreement, nor the entering into
of the Industrial Collective Bargaining Agreement before the General Assembly
Date, and that it will not agree before the General Assembly Date to any such
amendment or to the entering into of said agreement with effect after the
General Assembly Date. Further, the Government will not, to the extent permitted
by the Governing Law, allow or cause the Company to amend the existing
Individual Collective Bargaining Agreement before the General Assembly Date or
to agree before the General Assembly Date to amend said Agreement with effect
after the General Assembly Date.


 


6.5           Maintenance
of Company’s Identity, Status, Business


 


6.5.1      The Purchaser hereby
commits and agrees that, until the 5th (fifth) anniversary of the
Closing Date, it shall:


 


(a)         maintain the main fields of the
Company’s business activities as stated in its Statute in effect on the date of
the signing of this Agreement, it being understood and agreed that the Company’s
business activities, as stated in its Statute in effect from time to time may
be increased or extended as needed to enable the Company’s business to expand
in a commercially appropriate manner, including, without limitation, any
amendment of the Statute as a result of a merger, demerger or corporate
reorganization involving the Company and any Subsidiary; and


 


(b)         procure, to the extent permitted by Law, that
the Purchaser refrain from causing or taking actions likely to cause the
economic impairment of the Company and thereby result in its bankruptcy.


 


6.5.2      The Purchaser commits
and agrees to procure, to the extent permitted by Law, that the Company fulfils
its obligations under the Separation Agreement including its Annex number
04-1465 dated 10 February 2004 to that Agreement, for the term of the
Separation Agreement, ending in 2007, and that the Company will not exercise
its rights under article 3(3) of said Annex to the Separation Agreement.


 


6.5.3      The Purchaser and the
Sellers commit and agree that until the earlier to occur of (i) 31 December
2006, or (ii) that date which falls 10 (ten) Business Days before the
implementation of the tariff rebalancing for 2006, pursuant to
Telecommunications Agency resolution number 01-1953/4 of 13 December 2004, the
Company will continue to invoice to and collect for the benefit of the Agency
for Radio Diffusion the radio diffusion subscription fee from those Persons who
have entered, or will after the Closing Date enter, into a contract with the
Company for fixed line telecommunications services. The Parties acknowledge and
confirm that the Company does not and shall not have any liability to any of
the Sellers, the Agency for Radio Diffusion, and/or the Radio Diffusion Center,
for the amount of any radio diffusion fees invoiced by the Company on the
monthly bills issued to its customers, which invoiced fee is not paid to the
Company by the invoiced Person.  The
Parties agree that, upon the Purchaser’s request, the Government shall cause
the Agency for Radio Diffusion, and the Purchaser shall cause the Company, in
each case as permitted by Law, to negotiate reasonably and in good faith with
one another concerning the continuation of the further


 


27





















 


invoicing and collection by the Company
of the radio diffusion subscription fee before the dates mentioned in this
Clause 6.5.3.  The Purchaser may make
such request only if, at any time after the Closing Date, the Purchaser
documents in writing to the Government that (i) more than 3% (three per cent)
of Customers have terminated their contract for fixed line telecommunications
services with the Company, or (ii) the Company was required, in accordance with
its policies in effect from time to time, to terminate the fixed line
telecommunications services contract with more than 3% (three percent) of
Customers due to non-payment of the amounts invoiced by the Company. The
Parties agree that said negotiations (i) will start within fifteen (15) days
after the date on which the Purchaser’s written request to start such
negotiations is sent to the Government, and (ii) will end within thirty (30)
days after they are started, in a manner satisfactory to the Company and the
Government.


 


6.5.4      The Parties agree as
follows in respect of the stake which the Company owns in Monet DOO Podgorica
(the “Stake”):


 


(i)              until the
earlier to occur of (i) the 2nd (second) anniversary of the Closing Date, or
(ii) a date on which the Purchaser becomes registered in the CDA as the owner
of 90% (ninety per cent) plus one (1) Share, the Purchaser shall not, without
obtaining the advance approval of the Government, acting on behalf of the Sellers,
Transfer the Stake to any third party. The Parties agree that for purposes only
of this paragraph, a third party means and includes any DT Group Company; and


 


(ii)             if by the
second (2nd) anniversary of the Closing Date, the Purchaser has not
become registered in the CDA as the owner of 90% (ninety per cent) plus one (1)
Share, then the Parties agree as follows. 
Until the earlier to occur of (i) the fifth (5th) anniversary
of the Closing Date, or (ii) the date on which the Purchaser has become registered
in the CDA as the owner of 90% (ninety per cent) plus one (1) Share, if the
Purchaser wishes to Transfer the Stake, the Purchaser may do so only if the
Purchaser makes an offer, in accordance with the Governing Law, to all of the
owners of the Shares of the Company, to purchase their Shares for the price of
€ 2.2 (two Euro and twenty cents), which shall remain open for acceptance for
at least thirty (30) days. The Parties acknowledge that the Purchaser may
Transfer the Stake to any Person once it has made said purchase offer.


 


In connection with the above, the Sellers
acknowledge that the Company is free to Transfer its ownership interest in any
Subsidiary which is not expressly referred to in this Clause.


 


6.6           Related
Party Transactions


 


The execution of any Contract by the
Company or any Subsidiary, or the delivery of any order, or a series of related
Contracts, related deliveries or related orders, with or to the Purchaser or an
Affiliate of the Purchaser shall occur only to the extent that such transaction
is carried out in good faith and in compliance with the provisions of this
Agreement, the Company’s business interests and on arm’s length terms in
accordance with the international standards.


 


6.7           Commitment
Certificate


 


6.7.1      Not later than the last
Business Day of the first calendar quarter of 2007, and in each of the four (4)
calendar years occurring thereafter, the Company shall prepare and submit to
the Sellers a performance report concerning the Company’s implementation in the
immediately preceding calendar year of the Social Programme for that
immediately


 


28





















 


preceding calendar year.  Said report shall state in reasonable detail
the measures taken for the fulfilment of the Social Program.


 


6.7.2      The Sellers shall
review the Company’s certificate and shall have a period of ninety (90)
calendar days from the Sellers’ receipt of the Company’s certificate to pose to
the Company any questions concerning said certificate. If the Sellers pose any
such questions, the Company shall respond to said questions within ninety (90)
calendar days from the Company’s receipt of said questions.


 


6.7.3      If the Sellers so
request in writing to the Purchaser, the Purchaser and the Sellers shall
jointly agree on the appointment of an independent auditor, being an
international accounting firm with an office in the Republic of Montenegro,
experienced in the telecommunications industry, privatization matters, and
labour law maters, to review the Company’s certificate and to confirm the
Purchaser’s fulfilment, or otherwise, of the Social Programme, as stated in the
Company’s certificate. The Sellers and the Purchaser shall have a period of
ninety (90) calendar days from the Purchaser’s receipt of the Sellers’ request
to appoint an auditor pursuant to this section 6.7.3, to agree concerning the
appointment of said auditor. The fees of the auditor shall be paid as required
pursuant to Clauses 6.7.5 or 6.7.6, as the case may be, and the Parties shall
take said provisions into account when appointing and signing the engagement
letter with the auditor.


 


6.7.4      The auditor shall have
a period of one hundred and twenty (120) days to analyse the information set
out in the Company’s certificate and issue a written report concerning its findings.
The Parties shall co-operate fully with the auditor and shall provide to the
auditor all of the information requested so as to enable the auditor to analyse
the information set out in Company’s certificate. The Parties agree that the
auditor’s finding in respect of the Company’s certificate shall be final and
binding on the Parties.


 


6.7.5      If the auditor
determines that the Purchaser has materially deviated from the Social
Programme, the Company shall pay the fees and costs of the auditor, and the Purchaser
shall remedy, consistent with Clauses 6.4, those material breaches of the
implementation of the Social Programme identified in the auditor’s written
findings. The auditor shall be permitted to find that a material breach has
occurred if and only if the Company has not directly or indirectly complied
with a provision of the Social Programme and shall not have the right to find
that a material breach occurred if a provision of the Social Programme was
achieved in a manner other than the manner stated or foreseen in that
Programme.


 


6.7.6      If the auditor
determines that the Purchaser has not materially deviated from the Social
Programme, the Sellers shall pay the fees and costs of the auditor.


 


6.8           Compliance
with Purchaser Commitments


 


The Purchaser, as
the majority shareholder of the Company, undertakes to procure, to the extent
permitted by Law, that the persons it has nominated for election to the Board,
to the extent such person is elected to said Board, exercise their respective
business judgment in the best economic interests of the Company, taking into
account the commitments under this Article 6 (Commitments
of the Purchaser).


 


6.9           Compliance
with Sellers Commitments


 


The Government
shall exercise its powers and take all necessary steps, in accordance with Law,
to give full effect to the provisions of this Agreement and to allow the
Company and each Subsidiary to conduct its respective business, as currently
being conducted and as contemplated in and required under this Agreement.


 


29





















 


7              Commitments of the
Parties


 


7.1           Permits


 


7.1.1      The Sellers undertake
to cause the Company and the Subsidiaries to submit, before the Closing Date,
thorough and complete applications to the relevant Public Authority to obtain
all outstanding Permits, including those listed on Schedule 19 and all Permits
that are not listed on Schedule 19 but which are required by the Company or any
Subsidiary for the continued (i) conduct of their respective business and/or
(ii) ownership and/or operation of their respective assets existing on the date
of the signing of this Agreement (collectively, the “Required
Permits”).  The Sellers will support, to the fullest
extent permitted by Governing Law, the Company’s and the relevant Subsidiary’s
communication with the relevant Public Authority following the submission of
such applications, to request the issuance of the Required Permits on an
expedited basis. The Parties agree that other than as disclosed on the
Documents Index, before the General Assembly Date, the Sellers will not cause
the Company to pay more than € 500,000 (five hundred thousand Euro) in
application fees to obtain all of the Required Permits.


 


7.1.2      Following the General
Assembly Date, the Sellers shall continue, in accordance with the Governing
Law, to support and assist the Company and the relevant Subsidiary (ies) in
obtaining on or before 31 December 2005 the Required Permits (which were
required prior to the General Assembly Date). 
The Sellers undertake to fully co-operate with the Purchaser, the
Company, and each Subsidiary, to the fullest extent permitted by Governing Law,
to put the Company and the Subsidiaries after the General Assembly Date in a
position to continue their respective operations, as conducted prior to the
General Assembly Date, pending the obtaining of, and notwithstanding the lack,
of the Required Permits (which were required prior to the General Assembly
Date). On and as from the General Assembly Date, the Sellers shall procure, to
the extent permitted by Governing Law, that Governmental Authorities do not
interfere with or cause the cessation of the operation or asset(s) of the
Company and/or any Subsidiary pending their respective obtaining of the
Required Permits (which were required prior to the General Assembly Date).


 


7.1.3      On or before 31 March
2007 the Purchaser will deliver to the Government the list of Permits required
by the Company and the Subsidiaries to operate those assets owned by the
Company and the Subsidiaries before the General Assembly Date, which Permits
remain outstanding on 31 March 2007, or such other date as is stated on the
list (the “Updated Permit List”).  The Sellers’
indemnification obligation under Clause 7.2.1(a) will continue to apply only to
the Permits listed on that Updated Permits List.


 


7.2           Specific
Indemnifications


 


7.2.1      The Sellers undertake
to indemnify the Company and the relevant of its Subsidiaries for all Losses
and taxes  (“Damages”) which the Company and/or any Subsidiary is required
after the General Assembly Date:


 


(a)             to incur
towards or pay to (i) any Public Authority in respect of or on the basis of the
Company’s or Subsidiary’s, as the case may be, failure to possess, at any time
prior to the General Assembly Date, any Required Permit, or (ii) to any Person
as a result of the Company or any Subsidiary being required at any time to
remove, demolish, or stop using, on a temporary or permanent basis, any asset
operated by it,  or to stop the
operation, temporarily or permanently, in whole or in part, of the Company’s
and/or the relevant


 


30





















 


Subsidiary’s business as  a result of the Company’s or the Subsidiary’s
failure to possess a Required Permit. The Purchaser confirms that any permits,
licence or permission to be paid to a Governmental Authority for any assets, or
services, newly implemented by the Company after the General Meeting Date, will
be paid by the Company;


 


(b)             to pay to
any Person, based on or relating to alleged exposure to radiation from the
assets operated by the Company or the relevant Subsidiary, as the case may be
(the “Radiation Damages”), which Radiation Damages the Governmental Authority
determines occurred on or before the General Assembly Date;


 


(c)             to pay to
any Public Authority, due to, from or relating to any Tax deficiencies determined
to have been incurred or to have arisen in respect of Tax periods of the
Company or the relevant Subsidiary which Tax periods ended on or before the
General Assembly Date;


 


(d)           to pay to
any Person, in respect of the ownership or right of use or access of the assets
transferred by Monet DOO Podgorica to the Radio Diffusion Center, including
without limitation those assets in respect of which Pro Monte GSM DOO Podgorica
has the right of use or access pursuant to the Co-Location and Facility Sharing
/ Right of Way and Establishment Agreement among the Company and Pro Monte GSM
DOO Podgorica, dated 20 December 2001;


 


(e)           to pay to
any Person any telecommunications industry-specific, revenue based fee, which
does not exist on the date of the signing of this Agreement, other than such
fees as may be required to be paid under the universal services obligation, to
be defined by the Law in accordance with Clause 7.5.5.


 


7.2.2      Without regard to the
provisions of Article 8 hereof, the Parties confirm that the Sellers agree to
indemnify the Company and/or the relevant Subsidiary (ies) as the case may be
for the matters described in this Clause 7.2. as follows:


 


(a)           in
respect of Clause 7.2.1(a), subject to the limitations of time stated in said
Clause


 


(b)           in
respect of Clauses 7.2.1(b), only to the extent that the relevant Damage (i)
was incurred before the General Assembly Date, and (ii) arises from a claim or
series of related or unrelated claims exceeding €300,000 (three hundred
thousand Euro) or its equivalent in any currency, in which case the Sellers’
indemnification obligation shall be for the amount of the Damages incurred
above €300,000 (three hundred thousand Euro);


 


(c)           in
respect of Clause 7.2.1(c), until the tenth (10th) anniversary of the General
Assembly Date; and


 


(d)           in
respect of Clause 7.2.1(d) and (e), without regard to the date on which the
Damage described in the relevant Clause arose.


 


7.2.3      Where any Damage
subject to a specific indemnity under this Clause 7.2 is suffered or incurred
by the Company or a given Subsidiary, and subject to the limitations of the
Sellers’ liability set out in this Clause 7.2, the Purchaser shall be entitled
on behalf of the Company or the relevant Subsidiary to claim compensation from
the Sellers, for the amount of the actual Damages incurred, and the proceeds
received as a result of such


 


31





















 


claim shall be
disbursed to the Company or the relevant Subsidiary, as the Purchaser
instructs.


 


7.2.4      For the avoidance of
doubt, the Purchaser shall not be entitled to claim under this Clause 7.2.3
more than once for the same loss or damage, on its own account and on the
account of any of its Affiliates (including the Company or a Subsidiary),
provided, however, that Damages incurred towards various Governmental
Authorities on the basis of the absence of a single Required Permit shall not
be deemed to be the “same loss or damage” and accordingly, the Purchaser shall
be permitted to claim recovery of said damages under Clause 7.2.3.


 


7.3           Providing
services to the Radio Diffusion Center


 


If the agreement
referred to in Clause 4.1.3(b) is validly signed and becomes effective on the
Closing Date, then the Purchaser undertakes to procure, to the extent permitted
by Law, that on the Closing Date the Company signs a commercial agreement with
the Radio Diffusion Center, in the form attached as Schedule 20, pursuant to
which the Company will provide to the Radio Diffusion Centre free of charge up
to two (2) times 6 Mb/s of capacity to enable transmissions by each of two
national television channels and each of two national radio channels, only of
their respective television and radio signals, and without the right to
sublease said capacity to any third party. 
Said agreement shall be for a term which is until the earlier to occur
of: (i) twenty (20) years after the Closing Date; or (ii) the date of the sale
by the Government or any Ministry of the Republic of Montenegro, acting on
behalf of the Government, of a stakeholding or shareholding, as the case may
be, in the Radio Diffusion Center which, whether on a percentage basis or
through the corporate governance rights attached thereto, enables the purchaser
of said stakeholding or shareholding, as the case may be, to exercise control
over the Radio Diffusion Center.


 


7.4           Providing
services to the Universities


 


If the agreement
referred to in Clause 4.1.3(b) is validly signed and becomes effective on the
Closing Date, then the Purchaser undertakes to procure, to the extent permitted
by Law, that on the Closing Date the Company signs an agreement, in the form
attached as Schedule 21, with the University of the Republic of Montenegro
under which the Company will provide for a period of twenty (20) years, free of
charge; (i) LAN capacities of up to 100 Mbit/s, on those relations listed on
schedule A to said agreement, provided that the University shall be required to
pay the Company for any upgrades of their respective transmission equipment
which the University might require during said twenty (20) year period; and
(ii) connection capacities of up to 2 Mb/s on those relations listed on
schedule B to said agreement. The agreement will provide that the University
will be permitted to use the leased capacities solely for its internal data
communications requirements, without the rights of sublease to third parties or
to use said capacities to provide Voice Over Internet Protocol services, or to
interconnect said capacities to any other networks, except that a connection to
either the private network maintained by the University of Belgrade, or to any
one other private network of a public academic institution located outside the
Republic of Montenegro, will be permitted.


 


7.5           Mutual
acknowledgments


 


7.5.1      The Parties acknowledge that statement number 01-1953/5
dated 3 February 2005 of the Telecommunications Agency confirms that the rule
book approved by the Telecommunications Agency on 13 December 2004, pursuant to
its resolution number 01-1953/4 dated 13 December 2004, which established the
tariff rebalancing for 2005 through 2007 and the suggested methodology for
tariff rebalancing between 2008 and 2010, will not be changed.


 


32





















 


7.5.2      The Parties acknowledge that by resolutions numbered
0402-2085/3 dated 16 December 2004 and 0402-2085 dated 3 February 2005, the
Telecommunications Agency approved the reference interconnection offer which
the Company presented to the Telecommunications Agency on 13 December 2004,
which resolutions confirm that said reference interconnection offer will not be
changed before the occurrence of the tariff rebalancing in respect of the 2006
year.


 


7.5.3      The Parties acknowledge that statement number 011801-6
dated 8 February 2005, of the Telecommunications Agency amended the Company
Operating License. Said amendment authorizes the Company to conduct
international termination of telecommunications traffic and confirms that the
Company has paid the full amount of the license fee related to said activity,
being Euro 2,760,000 (two million seven hundred sixty Euro).


 


7.5.4      The Parties acknowledge that statement number 01-1953/6
dated 9 February 2005, of the Telecommunications Agency, confirms that the
Company has the right to provide international termination of
telecommunications traffic and that Monet DOO Podgorica may conduct
international termination of telecommunications traffic using the Company’s
telecommunications network, in the same manner as all other operators, and that
Monet DOO Podgorica will be required to pay to the Telecommunications Agency a
license fee for the international termination of telecommunications traffic
only if the Telecommunications Agency, upon Monet DOO Podgorica’s request,
grants Monet DOO Podgorica a license to conduct direct international
termination of telecommunications traffic.


 


7.5.5      The Government confirms that (i) the fees established
pursuant to the Rule Book will not be altered and that the Company and each
Subsidiary will pay only the annual fees due pursuant to the Rule Book as each
of them has fully paid the fees due for the issuance of the Primary Operating
License under which each of them operates; (ii) the fees due in connection with
an extension of a Primary Operating License will be established in accordance
with international standards; (iii) no separate fees are or will be payable for
those frequencies allocated to the Company and each Subsidiary under the
relevant Primary Operating License; (iv) the amount of fees due in respect of
any additional frequencies which may be allocated to the Company or any
Subsidiary will be established according to fair market standards in accordance
with the relevant decision of the Government; and (v) the amount of fees due
for universal service, to be defined by the Law, will be established in
accordance with EU recommendations, and the amount of fees due for additional
number allocation under the numbering plan will be established in accordance
with EU recommendations under fair market standards.


 


7.5.6      The Parties
acknowledge that the relevant labour union and each of Monet DOO Podgorica and
Internet Crne Gore DOO Podgorica have amended their respective existing
Individual Collective Bargaining Agreement so that the provisions of the
Individual Collective Bargaining Agreement between the relevant labour union
and each of Monet DOO Podgorica and Internet Crne Gore DOO Podgorica have
become the same as the provisions contained in that Individual Collective
Bargaining Agreement of the Company which was included in the Data Room, save
for the provisions regarding salaries.


 


 


7.6           Assistance


 


The Government will, to the fullest extent
permitted by the Governing Law, support and assist the Purchaser, the Company
and the Subsidiaries in their respective communication with Governmental
Authorities concerning the free flows of capital into and out of the Republic
of


 


33





















 


Montenegro, with a view to the development of
modern and economically appropriate capital markets regulations regarding
capital flows.


 


34





















 


8              Termination and Other
Remedies


 


8.1           Termination
Prior to Closing; Procedure; Consequences


 


8.1.1      Right
of Termination Prior to Closing


 


This Agreement may be terminated prior to Closing only as provided in
Clause 8.1.2 (Pre-Closing  Termination by Mutual Consent), Clause
8.1.3 (Pre-Closing Rescission / Termination
by the Purchaser), and Clause 8.1.4 (Pre-Closing Rescission / Termination by the Sellers).
Notwithstanding any such termination, Clauses 9 and 10 of this Agreement shall
remain in effect.


 


8.1.2      Pre-Closing
Termination By Mutual Consent


 


(i)          This Agreement may be terminated prior to Closing by mutual agreement of
the Sellers and the Purchaser pursuant to and in accordance with Article 10.5 (Amendments (Variations); Waiver).


 


(ii)         The effect of termination made pursuant to Clause 8.1.2 (Pre-Closing  Termination by Mutual Consent) shall be governed by the
terms of any such agreement. In case of termination by mutual consent, the
Purchaser will be released de jure
from its Bid Bond.  The Sellers must
procure the delivery to the Purchaser of the original of such Bid Bond within
two (2) Business Days after the agreement to terminate this Agreement, and must
notify Hipotekarna Banka A.D. Podgorica of the agreement to terminate this
Agreement within one (1) Business Day of its occurrence.


 


8.1.3      Pre-Closing
Rescission / Termination by the Purchaser


 


(i)          The Purchaser shall be entitled to rescind / terminate this Agreement
prior to Closing without court intervention and without any other formality by
giving written notice to the Sellers prior to or at Closing pursuant to and in
accordance with Article 10.1 (Notices,
Communications), in any of the
following cases:


 


(a)        in
the event that a Material Adverse Change has occurred between the date of the
signing of this Agreement and the Closing Date; or


 


(b)       if
a Seller breached any representation, warranty, undertaking or obligation in
this Agreement in any respect prior to Closing or would be in such breach if
Closing were to take place; or


 


(c)        if
either Seller fails or refuses to comply with its obligations at Closing, as
set forth in Article 3 (Closing),
or fails or refuses to comply with their obligations, set forth in Article 4 (Pre-Closing Actions).


 


Upon the Purchaser’s issuance of a rescission / termination notice to
the Sellers, the Sellers acknowledge that the Purchaser shall have the right to
sign the document attached as Schedule 7 to the Escrow Agreement.


 


(ii)         In all cases envisaged by Clause 8.1.3(i), the Purchaser acknowledges
that the Sellers shall have the right to present the Bid Bond to the bank named
therein for payment.


 


35





















 


8.1.4      Pre-Closing
Rescission / Termination by the Sellers


 


(i)         The Sellers shall be entitled to rescind / terminate this Agreement
prior to Closing without court intervention and without any other formality by
giving written notice to the Purchaser prior to or at Closing pursuant to and
in accordance with Article 10.1 (Notices,
Communications), in any of the
following cases:


 


(a)                if the Purchaser breached any
representation or warranty in this Agreement in any respect prior to Closing,
other than in a manner expressly disclosed to the Sellers in this Agreement, or
would be in such breach if Closing were to take place, other than in a manner
expressly disclosed to the Sellers in this Agreement; or


 


(b)                if the Purchaser fails or refuses to
comply with its obligations at Closing, as set forth in Article 3 (Closing); or


 


(c)                if the Purchaser fails to sign the
Closing Date Notice, as provided under Clause 3.1.3; or


 


(d)                if the Purchaser fails to transfer
the Purchase Price to the Escrow Account, as provided under Clause 3.1.4; or


 


(e)                if the Purchaser fails to sign the
Closing Transfer Notice, in accordance with Clause 3.2.1 (e).


 


(ii)         In all cases envisaged by Clause 8.1.4(i), the Purchaser acknowledges
that the Sellers shall have the right to present the Bid Bond to the bank named
therein for payment.


 


 


8.2           Breach
of Contract: Damages, Right of Reimbursement


 


8.2.1      Breach
of Representations and Warranties and/or Other Obligations


 


Assuming that Closing has occurred, in the event a Party breaches any
representation and warranty, and, if capable of remedy, such breach has
continued for a period of 90 (ninety) days after a written notice from the
non-breaching Party to the other Party thereof, the breaching Party shall be
liable to pay the non-breaching Party the amount of any Losses incurred by the
non-breaching Party as a result of such breach, subject to the limitations set
forth in Article 8.3 (Limitation of
Liability).


 


8.2.2      Breach
of Post Closing Obligations


 


Subject to the provisions of Section 7.2 (Specific Indemnifications), after the occurrence of the
Closing, the right of recovery of Losses arising from any breach of an
undertaking, covenant or obligations provided in this Agreement, which breach,
if capable of remedy, remains unremedied for a period of 90 (ninety) days after
a notice from the non-breaching to the breaching Party, shall be subject to the
limitations set forth in Article 8.3 (Limitation
of Liability).


 


8.2.3      In respect of any
amounts owing under Article 8, the breaching Party shall be under the
obligation to mitigate the subject Losses.


 


36





















 


8.2.4      The Parties hereby
expressly agree that the limitations set forth in Article 7.2 (Specific Indemnifications) are not subject
to any of the limitations set forth in Article 8.3 (Limitation of Liability).


 


8.3           Limitation
of Liability


 


8.3.1      Time
Limit for Claims


 


(a)             Subject only to the provisions of Clause 7.2 (Specific Indemnifications), the Sellers shall not be liable
for a breach of a representation               and warranty under Article 5.1 (Representations
and Warranties of the Sellers) unless a notice of the claim is given
by the Purchaser to the Sellers, specifying the factual basis of its claim in
reasonable detail, within ninety (90) days after the: (i) tenth (10th) calendar
years following Closing, in respect of all Warranties related to Tax matters;
and (ii) 31 March 2007, in respect of all other Warranties of the Seller.


 


(b)             The Purchaser shall not be liable for a breach of a representation and
warranty under Article 5.2 (Representations
and Warranties of the Purchaser) unless a notice of the claim is
given by the Sellers to the Purchaser, specifying the factual basis of its
claim in reasonable detail, within (90) days after the first (1st) anniversary
of the Closing Date.


 


8.3.2      Minimum
Claims


 


(i)          A Party shall not be liable under this Agreement in respect of any
individual claim (or a series of claims arising from related or unrelated
circumstances) where the liability agreed or determined (disregarding the
provisions of this Clause 8.3.2 (Minimum
Claims)) in respect of any such
claim or series of claims, whether related or unrelated, does not exceed
€300,000 (three hundred thousand Euro) or its equivalent in any currency
(subject as provided elsewhere in this Article 8.3 (Limitation of Liability)).


 


(ii)         Where the liability (including interest, costs and expenses) agreed or
determined in respect of a claim exceeds €300,000 (three hundred thousand Euro)
or its equivalent in any currency, subject as provided elsewhere in this
Article 8.3 (Limitation of Liability),
the liability of the Party in question shall be only for the amount of said
liability which exceeds €300,000 (three hundred thousand Euro).


 


(iii)        The
Parties expressly agree that the provisions of Clauses 8.3.2(i) and (ii) do not
apply to the indemnifications referred to in Article 7.2 (Specific Indemnfications).


 


8.3.3      Third
Party Claims and Conduct of Proceedings


 


(i)              The Purchaser shall notify the Sellers of any third party notice or
claim against the Purchaser in its capacity as a shareholder or against the
Company or any Subsidiary that has caused or might cause a breach of the
representations and warranties in Schedule 4 (Representations
and Warranties Given by the Sellers under Sub-Clause 5.1.1 (i)) or
Schedule 5 (Representations and Warranties
Given by the Sellers under Sub  Clause
5.1.1(ii)) or of the Sellers’ undertakings and commitments in this
Agreement, in reasonable detail as soon as practicable after the Purchaser has
become aware of such claim. The Parties shall cooperate in the defence,
negotiation or settlement of any action, Proceeding, claim or demand that
relates to such third party claim. The Purchaser shall cause the Company or the
relevant Subsidiary, to the extent


 


37





















 


permitted by Law,
to give the Sellers and their advisers’ access to all documents and information
relating to the matter. If the Sellers decide not to defend or otherwise
participate in the Proceedings of such claim, the Purchaser and the Company or
the Subsidiary, as the case may be, may proceed in respect of such claim as the
Purchaser and the Company or the Subsidiary shall deem appropriate, without
losing its rights to make a claim under this Agreement in respect of such
matter.


 


(ii)             If the amount of the third party claim exceeds € 100,000 (one hundred thousand Euro) or its equivalent in any currency,
the Purchaser shall not pay and, to the extent permitted by Law, shall not
cause the Company or a Subsidiary to pay (except if obliged to do so under the
terms of a final and enforceable court judgment or arbitration award) or settle
such claim without the prior written consent of the Sellers, which consent
shall not be unreasonably withheld or delayed. The Parties agree that the
Government must respond to Purchaser’s or the Company’s or the Subsidiary’s, as
the case may be, written request for consent to pay or settle such a claim
within five (5) Business Days after the receipt of the Purchaser’s notification
to the Government.  If the Government
does not respond within said time period, the Government will be deemed to have
approved the Purchaser’s or the Company’s, as the case may be, proposal, set
out in said request, to pay or settle the claim.


 


(iii)            Failure to notify the Sellers or request Sellers’ consent as required
under paragraphs (i) and (ii) of this Clause 8.3.3, respectively, will make the
Purchaser liable to the Sellers for any Loss directly resulting from said
failure.


 


8.3.4      Maximum
Liability


 


The total amount of damages paid by a Party for claims related to a
breach of any of the representations and warranties contained in Schedule 4 (Representations and Warranties Given by the Sellers
under Sub-Clause 5.1.1 (i)) and Schedule 5 (Representations and Warranties Given by the Sellers
under Sub Clause 5.1.1 (ii)) and Schedule 6 (Warranties Given by the Purchaser under Sub-Clause
5.2.1) and for claims related to a Party’s non-compliance with any
of its undertakings or commitments set out in this Agreement shall be: (i) 100%
(one hundred per cent) of the Purchase Price in respect of the Warranties given
on Schedules 4 and in respect of any breach of the Sellers’ commitments or
undertakings pursuant to this Agreement; and (ii) 50% (fifty per cent) of the
Purchase Price in respect of the Warranties given on Schedules 5 and 6, and in
respect of any breach of the Purchaser’s commitments or undertakings set out in
this Agreement.  The Parties agree that a
Loss incurred by the Purchaser in a currency other than the Euro shall be
converted to the Euro at that exchange rate of the relevant currency to the
Euro quoted by the National Bank of Hungary on the date on which the Loss(es)
which are the subject of indemnification was/were [incurred] by the Purchaser.


 


8.3.5      Miscellaneous


 


(i)          No Double Recovery


 


A Party shall not be entitled to claim more than once for the same loss
or damage, on its own account and on the account of any of its Affiliates
(including the Company). Where any loss or damage is suffered or incurred by
the Company or any Subsidiary as a result of a breach of any of the
representations and warranties in Article 5.1 (Representations
and Warranties of the Sellers),


 


38





















 


and subject to the limitations of the Sellers’ liability hereto, the
Purchaser shall be entitled to claim compensation on behalf of the Company or
the relevant Subsidiary, and the proceeds received as a result of such claim
shall be disbursed to the Company, the relevant Subsidiary or the Purchaser, in
accordance with the Purchaser’s instructions. 
For the avoidance of doubt, this shall not entitle the Purchaser to
claim more than once for the same loss or damage, on its own account and on the
account of the Company or any Subsidiary.


 


(ii)         Duty to Mitigate Damages


 


The Purchaser or the Sellers, as the case may be, shall take all
reasonable steps to mitigate any Losses suffered by it or any of its
Affiliates.


 


(iii)        Nature
of Recovery


 


The Parties hereby agree that to the extent that the Purchaser is the
beneficiary of any indemnification payment pursuant to Clause 7.2 or this
Article 8, such payment shall be treated, for Hungarian tax purposes only, as
if a reduction of the Purchase Price has occurred.


 


9              Dispute Resolution


 


9.1           Settlement
of Disputes


 


9.1.1      Any dispute or
difference arising out of or in connection with this Agreement, including
without limitation any disputes regarding its valid conclusion, existence,
nullity, breach, termination or invalidity (each a “Dispute” for purposes of this
Article 9 (Dispute Resolution),
that cannot be resolved by amicable negotiations within 180 (one hundred and
eighty) calendar days from the notice served by any of the Parties relating to
the potential Dispute shall be submitted to the International Centre for
Settlement of Investment Disputes (the “Centre”) for settlement by arbitration
pursuant to:


 


(a)          the Convention on the
Settlement of Investment Disputes between States and Nationals of Other States
(the “Convention”) if the State of
Montenegro and the State of Hungary have both become parties to the Convention
at the time when any proceedings hereunder are initiated and the dispute falls
within Article 25 of the Convention, or


 


(b)          the Arbitration (Additional
Facility) Rules of the Centre (“Rules”) if the jurisdiction requirements of
Article 25 of the Convention remain unfulfilled at the time specified in (a)
above.


 


Prior to initiating any such Dispute before the Centre, the Party
alleging a dispute event shall notify the other in writing within 30 (thirty)
days after gaining  knowledge of the
fact(s) arguably giving rise to such event, describing the facts and issues in
appropriate detail (the “Warning Notice”).
The day the other Party receives said notification shall be considered as the
commencement date of the period available for amicable negotiations. The Party
receiving such a notification shall review and respond to it in reasonable
detail, in writing within 60 (sixty) days of the receipt of the Warning Notice.


 


9.1.2      The place of the
arbitration shall be London, United Kingdom, the language of the arbitration
shall be English, and the tribunal shall consist of three arbitrators.  The Seller shall jointly appoint one
arbitrator, the Purchaser shall appoint one arbitrator and the two arbitrators
thus appointed shall choose the third arbitrator who will act as the


 


39





















 


presiding arbitrator of the
tribunal.  All three arbitrators shall be
recognized experts in the law of, or licensed or admitted to practice law in,
an European civil law jurisdiction.


 


9.1.3      Any Dispute shall be
settled by the application of the Governing Law.


 


9.1.4      The Parties expressly
waive their right to request any judicial or other authority to order
provisional measures, prior to the institution of, or during the pending of,
arbitral proceedings.


 


9.2           Award
Final and Binding


 


9.2.1      Any award of the
arbitral tribunal rendered in accordance with this Article 9 (Dispute Resolution) shall be final and
binding on the Parties.


 


9.2.2      Judgment upon any such award made may be entered in any
jurisdiction, or application may be made to any court of competent jurisdiction
for confirmation of such award, judicial acceptance of such award, or for any
order of enforcement or other legal remedy, as the case may be and if necessary.


 


9.3           Cost
of Dispute


In the event of a
Dispute, the recovery of all expenses shall be determined by the Centre
pursuant to the Convention or the Rules.


 


9.4           Waiver
of Sovereign Immunity


 


Each
Party represents that it is entering into this Agreement in a commercial
capacity and that with respect to this Agreement it is in all respects subject
to civil and commercial law.  Each Party
hereby irrevocably and unconditionally and to the fullest extent permitted by
law:


 


(a)          agrees that, should the other Party bring legal, arbitration or other
proceedings against it or its assets arising out of or in connection with this
Agreement, no immunity from such proceedings (which shall be deemed to include
without limitation, suit, attachment prior to judgement, other attachment, the
obtaining of judgement, execution and other enforcement) shall be claimed by or
on behalf of itself or with respect to its assets;


 


(b)         waives
any such right of sovereign or other immunity which it or its assets wherever
located now has or may hereafter acquire; and


 


(c)          consents
generally in respect of any such proceedings to the giving of any relief or the
issue of any process in connection with such proceedings including, without
limitation, the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order, judgment or
award which may be made or given in such proceedings irrespective of the
jurisdiction in which such proceedings are brought or any such order, judgment
or award may be made, enforced or executed.


 


10           General Provisions


 


10.1         Notices,
Communications


 


10.1.1    Any notice, request,
letter, instruction, authorisation, claim, demand, consent, waiver or any other
communication that is to be made, given or delivered (or that is permitted to
be made, given or delivered) under this Agreement (each a “Notice” for purposes
of this


 


40





















 


Article 10.1 (Notices, Communications)) shall be in writing in the English
language or, if in another language, accompanied by an English translation
thereof.


 


10.1.2    Any Notice shall be considered to be validly made, given or
delivered to the recipient only if delivered by hand at the address as set out
below, or sent by facsimile at the fax number as set out below, or sent by
prepaid express courier services (by an internationally reputable carrier in
the case of international service) at the address as set out below:


 


(i)          in the case of the Sellers to:


 


The Government of the Republic of Montenegro


Address:                Rimski trg 46


81000 Podgorica, Montenegro


Fax:         +381.81.242 028


 


Attention: Minister of Economy of the Republic of Montenegro


 


 


and The Employment Bureau of Montenegro


 


Address:                Bulevar Revolucije br.3


81000 Podgorica, Montenegro


Fax:         +381.81.243 983


 


Attention: Director


 


(ii)         in the case of the Purchaser to:


 


	
  Address:

  	
   

  	
  Krisztina krt. 55, H-1013 Budapest, Hungary

  
	
  Fax:

  	
   

  	
  +36 1 [458 7105]

  
	
  Attention:

  	
   

  	
  The Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Chief Legal Officer

  
	
  Fax

  	
   

  	
  + 361 458 7295

  
	
   

  	
   

  	
   

  
	
  with copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +36
  1 458 7295

  
	
  Attention:

  	
   

  	
  Chief Legal Officer

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +36
  1 458-7025

  
	
  Attention:

  	
   

  	
  Mr Tamás Morvai, M&A
  Director

  



 


41





















 


	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +36
  1 458-7025

  
	
  Attention:

  	
   

  	
  Mr Pál Kustra, Project
  Manager

  



 


(iii)        or
(in either case) to such other address or fax number as the relevant Party may
have notified to the other Party in accordance with this Article 10.1 (Notices, Communications).


 


10.1.3    Any Notice shall
conclusively be deemed to have been received by the recipient:


 


(a)         at the time of delivery, if delivered by hand, provided that the date
and time of delivery and the name of the person taking delivery of said notice
shall be documented in writing;


 


(b)         on the next Business Day in the place to which it is sent, if sent by
facsimile (provided the sender retains an acknowledgement or transmission
report generated by the machine from which the facsimile was sent indicating
that the facsimile was sent in its entirety to the recipient’s facsimile
number); or


 


(c)         on the fourth Business Day following the date of posting, if sent by
express courier, with receipt of delivery confirmed by such express courier.


 


10.2         Transaction
Fees, Costs and Expenses


 


10.2.1    Except as provided in
Clause 10.2.2, Clause 10.2.3 and Clause 10.2.4, and except as otherwise
expressly provided in this Agreement or in an agreement entered into as part of
the Contemplated Transactions, each Party shall bear all fees, costs and expenses
incurred by it in connection with the preparation, negotiation, entry into and
performance of this Agreement and the Contemplated Transactions, including but
not limited to all fees and expenses of any agents, representatives, attorneys,
accountants, finders, investment bankers and other advisers.


 


10.2.2    The Parties shall
procure that the Company shall pay any registration fees incurred by the
Company in connection with the changes to the register of directors of the
Company with the Commercial Registry.


 


10.2.3    The bank fees, costs
and charges in respect of the payment of the Purchase Price shall be paid by
the Purchaser. The fees owing to the Escrow Agent in connection with the Escrow
Agreement shall be paid in accordance with the provisions of the Escrow
Agreement.


 


10.2.4    The Purchaser shall be obligated to pay and responsible for
the discharge of any transfer fees, costs charges and taxes (including the
transfer tax) due or incurred in relation to the transfer and registration of
the Subject Shares in the CDA.


 


10.3         Further
Assurances


 


10.3.1    At any time after the
General Assembly Date, each Party shall, and shall use all reasonable
endeavours to procure that any necessary third party shall, execute such
documents and do such acts and things as the other Party may reasonably require
for


 


42





















 


the purpose of giving to such other Party
the full benefit of all the provisions of this Agreement.


 


10.3.2    In the absence of an
express written agreement to the contrary, each of the Parties shall be
responsible for all fees, costs and expenses incurred by it in giving effect to
the provisions of this Article 10.3 (Further
Assurances).


 


43





















 


10.4         Entire
Agreement; Continuing Effect


 


10.4.1    This Agreement
supersedes and cancels all prior agreements, negotiations, correspondence,
undertakings, and communications (whether written or oral, or express or
implied, as the case may be) between the Parties with respect to the subject
matter contained herein and constitutes a complete and exclusive statement of
the terms of the agreement between the Parties with respect to its subject
matter to the exclusion of any terms implied by law that may be excluded by
contract.


 


10.4.2    The Parties
acknowledge and agree that there are no restrictions, promises,
representations, warranties, agreements or undertakings concerning the
Contemplated Transactions other than those expressly set forth herein or
expressly made hereunder. For the avoidance of doubt, the Parties acknowledge
that none of their respective advisers or agents, nor any of either of their
employees, directors, or agents, has made any representation or warranty
(express or implied) to the other, related to this Agreement or the Contemplated
Transactions.


 


10.4.3    Each provision of this
Agreement shall continue in full force and effect after the Closing, except to
the extent that a provision has been fully performed on or before Closing.


 


10.5         Amendments
(Variations); Waiver


 


10.5.1    This Agreement may not
be varied, modified, amended or changed in any respect unless evidenced in a
written instrument that is duly signed by all of the Parties.


 


10.5.2    Neither the failure
nor any delay by either Party in exercising any right, power, or privilege
under this Agreement or the Contemplated Transactions shall operate as a waiver
of such right, power, or privilege (or be construed as a waiver or variation of
it) or preclude its exercise at any subsequent time, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any
other right, power or privilege.


 


10.5.3    Subject to the
mandatory provisions of the Governing Law:


 


(a)         no claim or right arising out of this Agreement or the Contemplated
Transactions can be discharged by one Party, in whole or in part, by a waiver
or renunciation of the subject claim or right unless in writing signed by the
other Party;


 


(b)         no waiver that may be given by either Party will be applicable except in
the specific instance for which it is given; and


 


(c)         no notice to or demand on one Party will be deemed to be a waiver of any
obligation of such Party or of the right of the Party giving such notice or demand
to take further action without notice or demand as provided in this Agreement.


 


10.6         Assignment,
Successors, and no Third-Party Rights


 


10.6.1    Neither Party may
assign any of its rights under this Agreement without the prior consent of the
other Party.


 


10.6.2    This Agreement shall
apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the Parties.


 


44





















 


10.6.3    Except as provided in Clause 10.6.2 and as stated in this
Agreement in Clauses 7.2 and Article 8, nothing expressed or referred to in
this Agreement shall be construed to give any Person other than the Parties any
legal or equitable right, remedy, or claim under or with respect to this
Agreement or any provision of this Agreement; for the avoidance of doubt, this
Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the Parties and their authorised successors and permitted
assigns.


 


10.7         Invalidity;
Severability


Wherever possible,
each provision of this Agreement shall be interpreted in such manner as to be
valid and enforceable under the Governing Law, but if any provision of this
Agreement shall be held by a court of competent jurisdiction to be
unenforceable or invalid, in whole or in part, under the Governing Law, such
provision or part shall to that extent (and that extent only) be deemed not to
form part of this Agreement but the legality, validity and enforceability of
the remainder of this Agreement shall not be affected. In such event, the
Parties shall negotiate in good faith to agree within a reasonable time on
changes or amendments of this Agreement to replace the provision held to be
illegal, invalid or unenforceable with a provision towards the same purpose
that shall be legal, valid and enforceable.


 


10.8         Confidentiality;
Public Announcements


 


10.8.1    For the avoidance of
doubt, the Parties agree that upon the occurrence of the Closing, the
Confidentiality Agreement shall automatically terminate without either Party
being required to take any action whatsoever, and the provisions of this
Article 10.8 shall apply from the Closing. From the date of this Agreement, and
continuing through and after the Closing, the following obligations shall
apply:


 


(a)         Subject to Sub-Clause 10.8.1(c) and Clause 10.8.2, Sellers shall treat
as confidential and shall not disclose or use any information received or
obtained as a result of entering into this Agreement (or any agreement entered
into pursuant to this Agreement) which relates to:


 


(i)         the provisions of this Agreement and any agreement entered into pursuant
to this Agreement; or


 


(ii)        the
negotiations relating to this Agreement and related agreements; or


 


(iii)       the
Purchaser’s business, financial or other affairs (including the business,
financial or other affairs of the Affiliates of the Purchaser).


 


b)          Subject to Sub-Clause 10.8.1(c) and Clause 10.8.2, the Purchaser shall
treat as confidential and shall not disclose or use any information received or
obtained as a result of entering into this Agreement (or any agreement entered
into pursuant to this Agreement) which relates to:


 


(i)         the provisions of this Agreement and any agreement entered into pursuant
to this Agreement; or


 


(ii)        the
negotiations relating to this Agreement and related agreements; or


 


(iii)       the
Sellers’ organisation, or other affairs.


 


c)          Neither Sub-Clause 10.8.1(a) nor Sub-Clause 10.8.1(b) shall prohibit
disclosure or use of any information to the extent:


 


45





















 


(i)         the disclosure or use is required by law, any regulatory body or the
rules and regulations of any recognised stock exchange; or


 


(ii)        the
disclosure or use is required to vest the full benefit of this Agreement in the
Sellers or the Purchaser, as the case may be; or


 


(iii)       the
disclosure or use is required for the purpose of any judicial Proceedings
arising out of this Agreement or any other agreement entered into under or
pursuant to this Agreement; or


 


(iv)       the
disclosure is reasonably required to be made to a Taxation authority in
connection with the Taxation affairs of the disclosing Party; or


 


(v)        the
disclosure is made to professional advisers of the Purchaser or the Sellers,
who are subject to a duty of confidentiality to the relevant Party;  or


 


(vi)       the
information becomes publicly available (other than by breach of the
Confidentiality Agreement or of this Agreement).


 


10.8.2    Any public
announcement or similar publicity with respect to this Agreement or the Contemplated
Transactions will be issued, if at all, at such time and in such manner as the
Parties agree. For the avoidance of doubt, neither of the Sellers shall be
precluded from making general public statements with respect to the
privatisation of the Company (including, subject to the prior agreement of the
Parties, statements in relation to the agreed Purchase Price and any other
details as are agreed by the Parties), notifying the execution of this
Agreement, without disclosing it, to the Montenegrin Agency for promotion of
foreign investment, or responding to questions in the Montenegrin Parliament
relating to this Agreement or the Contemplated Transactions, provided that
neither Seller may make public all or any part of this Agreement; and the
Purchaser shall not be precluded from making any statements concerning the
Agreement or the Contemplated Transactions, which it deems it is required to
make under the securities laws by which the Purchaser is bound.


 


10.8.3    Until the Closing
Date, the Parties shall consult with each other concerning the means by which
the employees, customers and suppliers of the Company and each Subsidiary, and
others having dealings with the Company or any Subsidiary, will be informed of
this Agreement and the Contemplated Transactions.


 


10.8.4    Upon the Closing Date,
the Parties shall consult with each other concerning the manner in which the
shall inform the foreign investment authority of the Republic of Montenegro
concerning the purchase by the Purchaser of the Subject Shares, provided that
the Parties hereby agree that this Agreement shall not be provided or made
available to said or any Government Authority at any time, for any purpose.


 


10.9         Rights
and Remedies


 


In the event of a
breach by any Party of its obligations under this Agreement, the other Party
will have such rights and remedies as are available under the Governing Law.


 


10.10       Time
of Essence


 


Time shall be of
the essence in this Agreement, both as regards to any dates, times and periods
mentioned herein.


 


46





















 


10.11       Force
Majeure


 


Parties may suspend
the performance of any obligation under this Agreement during any period in
which they are prevented from performing such obligation as a direct result of
an event of Force Majeure. The time period for completing the performance of
such obligation shall be extended by the length of the period in which the
event of Force Majeure rendering implementation of such obligation impossible
persists. For the purpose of this Article, “Force Majeure” means an unforeseen
and unavoidable event arising after execution of this Agreement which is beyond
the control of relevant Party and which prevents execution of a Party’s
obligations under this Agreement; such events include, but are not limited to,
war, riots, civil disorder, earthquake, fire, storm, flood, other similar
natural calamities and strikes which impede the implementation of any
obligation.


 


10.12       Copies
of the Agreement


 


This Agreement is
executed in nine (9) original versions, each in the English language. Each
Party shall receive three (3) original versions of this Agreement.


 


47





















 


IN WITNESS
WHEREOF, EACH OF THE PARTIES BY ITS DULY AUTHORISED REPRESENTATIVE HAS CAUSED
THIS AGREEMENT TO BE EXECUTED IN PODGORICA ON 15 MARCH 2005:


 


	
  GOVERNMENT OF THE REPUBLIC
  OF

  	
   

  	
  Stamp
  affixed

  
	
  MONTENEGRO

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  }

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Mr. Darko Uskokovic

  	
   

  	
   

  
	
  Title:   Authorised Representative

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYMENT BUREAU OF
  MONTENEGRO

  	
   

  	
  Stamp
  affixed

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  }

  
	
   

  	
   

  	
   

  
	
  Name: Mr. Branimir Bojanic,

  	
   

  	
   

  
	
  Title:   Authorised Representative

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MATÁV MAGYAR TÁVKÖZLÉSI
  RÉSZVÉNYTÁRSASÁG

  
	
  (MATÁV HUNGARIAN
  TELECOMMUNICATIONS COMPANY LTD)

  	
  Stamp
  affixed

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  }

  	
   

  	
  By:

  	
  }

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: BALOGH András

  	
   

  	
  Name: MORVAI Tamás

  
	
  Title:   Chief Strategist

  	
   

  	
  Title: M&A Director

  
							



 


48