Exhibit 4.18


 


Share Purchase Agreement


(hereafter the “Agreement”)


 


Entered into on 13th of
July, 2004 by


Matav
Rt. (Hungarian Telecommunications Company Limited)


(1013 Budapest, Krisztina
krt. 55., Hungary) 


reg.no.: 01-10-041928,
Budapest, Hungary, 


(further referred to as:
Buyer)


 


and


 


SEEF
Holdings Limited


(c/o SFM, 888 Seventh
Avenue, New York, NY10106, USA,


reg.no.: CR-105509,
Cayman Island


(further referred to as:
Seller)


the Seller and the Buyer together shall be referred to
as: Parties


 


1.            Subject matter:


 


The Seller agrees to sell
to the Buyer and the Buyer agrees to purchase from the Seller 2,077,312-
(two-million seventy-seven thousand three-hundred and twelve) ordinary shares
in Stonebridge AD (further referred to as: Shares).


 


2.            Price:


 


In consideration for the
purchase of the Shares the Buyer shall pay USD
27,207,662- (twenty seven million
two hundred and seven thousand six hundred and sixty two US Dollars,
hereinafter the “Price”) to the Seller.


 


3.            Settlement:


 


Settlement for the Shares
shall take place in Macedonia, in accordance with the laws of Macedonia on or
about 15th July, 2004 via applying the delivery versus payment principle, i.e.
the delivery of the Shares by the Seller to the Buyer in exchange for the
simultaneous payment by the Buyer to the Seller of the Price. The Parties will
settle the transaction through their appointed agents, as follows:


Broker/Bank:            Komercijalna
Banka a.d. Skopje


 


The Parties will enter
into various settlement agreements with the above agents for the purpose of
settling the purchase of the Shares in the forms appended to this Agreement.


 





















 


4.             Costs of the Share Purchase:


 


All costs incurred by any
of the Parties with regard to the settlement of the Shares provided for by the
present Agreement, shall be shared equally, as shall the residual foreign
exchange gain generated by transferring the Price in US Dollars at the rate of
1.2179 versus 1,2122 after first netting out Seller’s cost of carry from June
29th through the date the Price is received by Seller (“Seller’s
Cost of Carry”), and paid to the other Party as it is appropriate in accordance
with a 50-50 split, such settlement to occur between the Parties no later that
7days after the delivery of the Shares against payment. Seller’s Cost of Carry
shall be paid by Buyer to Seller at the same time as the Parties settle the
sharing of costs and residual F/X gain in accordance with this Section 4.


 


5.             Warranties and Covenants:


 


The Seller has full, unlimited ownership of the Shares
and is without any restriction entitled to transfer such rights to the Buyer. 


 


The Seller warrants that the Shares are free of any
liens, charges, encumbrances that would hinder the Buyer from obtaining full
ownership of the Shares. 


 


The Seller shall ensure and warrant that Mr. Ronald O.
Drake will resign from his membership of the Board of Directors of Stonebridge
AD and Makedonski Telekommunikacii AD as of the date when the Price in section
2 hereof is duly paid to the Seller for the Shares.


 


6.             Dividends:


 


The Seller agrees with the
Buyer that it shall not be entitled to receive any dividends for the Shares or
for any other former shareholdings of the Seller in Stonebridge AD after the
settlement of the purchase and sale of the Shares.


 


7.             Relationship with the Subscription and Shareholder’s
Deed:


 


This Agreement is entered
into between the Parties for the purpose of settling that portion of the put
option exercised by Seller by its notice to Buyer dated May 5, 2004 under the
Subscription and Shareholder’s Deed entered into on the 14th day of
December, 2000 between the Seller and the Buyer (the “Deed”). This Agreement
shall not, with the exception of the provisions provided for in Clauses 4, 6
and 8, replace or substitute in whole or in part or overwrite the provisions of
the Deed.


 


8.             Waiver:


 


The Seller acknowledges
that the Buyer will satisfy all its obligations arising out of this Agreement
and all its obligations under the put option in the Deed, by paying: the Price
for the Shares. Therefore, the Seller hereby irrevocably waives its right to
enforce any claim against the Buyer and the Company relating to this Agreement
and the exercise of the put option under the Deed PROVIDED THAT the Price
defined in section 2 hereof is duly paid to the Seller in accordance with the
terms of this Agreement.


 


Furthermore, the Seller
states that it is currently not aware of any circumstances that might result in
the Seller asserting a claim against the Buyer with respect to the Shares or
any former shareholding of the Seller in Stonebridge (the “Claim”).


 





















 


9.             OPIC Release:


 


As a condition precedent
to the Settlement pursuant to Section 3 of this Agreement, Seller shall provide
Purchaser with the original of a release in the form and with the content of
the template letter attached hereto as Exhibit A, to be issued by the fully
authorized representatives of the Overseas Private Investment Corporation in
favor of Buyer.


 


10.          Counterparts:


 


This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument 


 


Executed by the
representative of the Parties with full consent:


 


	
  /s/ Klaus Hartmann

  	
   

  	
   

  	
  /s/ Iain Aitken

  	
   

  
	
  Dr. Klaus Hartmann, Chief Financial Officer

  	
   

  	
  Iain Aitken

  
	
  And András Balogh,

  	
   

  	
  Attorney-in-Fact (by proxy)

  
	
  Chief Strategic and International Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Matav Rt.

  	
   

  	
  SEEF Holdings Limited

  
	
  Buyer

  	
   

  	
  Seller

  



 





















 


EXHIBIT A


 


RELEASE


 


TO: MATAV Rt.


 


Reference is made to Section 15.1 of the Subscription
and Shareholders’ Deed dated December 14, 2000 concluded by Hungarian
Telecommunications Company Limited (“Matáv”), Cosmotelco Added Value Services
S.A., SEEF Holdings Limited (“SEEF”) and Telemacedonija AD Skopje, as amended
(the “Deed”), and to the Confirmation of Pledge dated March 14, 2001 between
SEEF and Overseas Private Investment Corporation (“OPIC”), (the “CP”).


 


OPIC hereby irrevocably releases any Third Party
Interest, as defined in the Deed, comprising the pledge created in OPIC’s favor
under the CP, in and of the Shares that are subject of the Share Purchase
Agreement between SEEF and Matáv dated June 21, 2004, (the “SPA”) conditioned
only upon full payment to SEEF by Matav of the Price under Section 2 of the
SPA.


 


OPIC also hereby confirms that any Third Party
Interest comprising the pledge created in OPIC’s favor under the CP, in and of,
the shares that are the subject of the Share Purchase Agreement concluded
between Matav and SEEF, dated June 20, 2003 (the “2003 SPA”) was duly released
by OPIC upon settlement of the sale and purchase of shares in 2003 SPA.


 


OPIC also confirms that no Third Party Interest was
registered in any official registry in the United States or in any other
country or, if such registration was made, OPIC declares that it was annulled
with respect to the respective shares by the date of the settlement of the 2003
SPA and OPIC agrees to annul it with respect to the Shares defined in the SPA
by the date of the settlement of the SPA.


 


	
   

  	
   

  
	
  OVERSEAS PRIVATE INVESTMENT CORPORATION

  	
   

  



 


Date: July   , 2004


 


(official attestation of
signatures identical to the attestation of the CP)