exv10w1



 






Exhibit 10.1





ASSIGNMENT AGREEMENT





	 	 	between MKB Bank Rt. and Centrál Workout Pénzügyi Rt.
	 
	1.	 	The Parties are aware of a credit relationship between MKB and TOEMT I and TOEMT II.
	 
	 	 	The Parties are aware that TOEMT I-II is under liquidation as from 16 December 1998. The liquidator
is Russell John Carman since 10 December 2002.
	 
	 	 	MKB reported its claim to the Liquidator within the required time and the Liquidator confirmed the
claim in a document dated 18 October 2005 for an amount of USD 38,310,654.12. (hereinafter “the
Claim”). The Parties record herein that before the signing of this Agreement MKB presented this
confirmation letter to the representative of Centrál.
	 
	 	 	The Parties are aware of a claim by the Liquidator against MKB of an amount of USD 434,523.71 and
accrued interest. Under a standstill agreement between the Liquidator and MKB, dated 29 September
2004, the Liquidator has not yet claimed this amount from MKB. Centrál by signing this Agreement
hereby acknowledges and confirms receipt of the Reamended Ordinary Application dated 13 July 2004,
and the standstill agreement
	 
	2.	 	The consideration for the assignment of the Claim defined in Point 1 above shall be USD
2,500,000.00 (the “Price”) subject to fulfilment of certain conditions as set out in Points 3 and 4 within a
specified time limit. There is no VAT payable with respect to this assignment.
	 
	3.	 	Centrál shall pay the Price within 15 banking days by way of banking transfer to the account
of MKB (as shown above) with JP Morgan Chase Bank, New York a/c no. 001 1 388279 in favour of
MKB Bank Ltd. Payment shall be deemed made when the said amount shall have been credited to
that account.
	 
	4.	 	In addition to the payment of the Price Centrál shall perform the following obligations
within 15 banking days from the date of this Agreement:






	 	a.	 	Centrál shall procure for and deliver an irrevocable and unconditional bank guarantee in
Hungarian or in English in a form of a SWIFT 760 message issued by a bank and with a wording
acceptable to MKB for USD 435,000 in favour of MKB. The purpose of such bank guarantee is
exclusively to reimburse MKB for damages and costs (i) arising out of claims or counterclaims by TOEMT 1 and 2




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Exhibit 10.1











	 	 	
against MKB in connection with the Claim hereunder, more specifically arising out of claims under
the so called S127 Standstill Agreement between MKB and TOEMT. and (ii) any procedures that might
be started by third parties in connection with the Claim if such procedures result in MKB having to
pay any amount to such third party in connection with the Claim. Under the bank guarantee MKB shall
have the right upon its first written demand claim that the bank pays any amount up to the amount
of the guarantee without contesting such demand. The demand letter issued by MKB must have a
reference to the fact that (i) MKB received a written demand for payment in connection with its
relationship with TOEMT I-II and the Liquidator, or (ii) a statement that MKB has become aware from
a credible source of the fact that the claim of TOEMT I-II, or the Liquidator against MKB has been
assigned to a third party. The bank guarantee shall remain valid until 60 days after TOEMT I-II
shall have been finally struck off from the company register. In such case this fact shall be
properly proved to the issuing bank by the entity that gave instruction to the issue of the bank
guarantee. The Parties agree that they shall finalize the detailed text of the bank guarantee with
mutual effort.






	 	b.	 	CRONOS CONTAINERS N.V. AND THE CRONOS GROUP Societe Anonyme Holding shall furnish MKB with a
declaration containing the following:






	 	i.	 	they shall not further assign the Claim to third party without the consent of MKB
	 
	 	ii.	 	they shall not raise any claim against MKB in connection with the liquidation (of TOEMT
I-II)
	 
	 	iii.	 	they shall take every reasonable steps in order to prevent third parties from raising such
claims, and
	 
	 	iv.	 	together with Centrál they undertake a joint and severable liability vis a vis MKB for
damages incurred by MKB as a result of them breaching any of the obligations under i-iii
above.






	5.	 	The Parties agree that the payment of the Price and the conditions set out in Point 4 above
shall be conjunctive conditions, therefore the Claim shall pass to Centrál upon payment of the
Price and the fulfilment of the conditions (if the conditions are not met on one day, the
fulfilment day shall be the date when the last condition is met). MKB shall hand over to
Centrál a specific declaration. The text of this declaration is set out in Annex 2 of this
Agreement. MKB undertakes to hand out this declaration in English language as well provided
however that the governing version is the Hungarian one.




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Exhibit 10.3











	 	 	MKB undertakes to hand over this declaration being annex 2 of this Agreement within 3 banking days
after fulfilment of all conditions to the representative of Centrál or to mail it to Centrál.
Centrál shall be entitled to prove the purchase of the Claim with this declaration. Without such a
declaration this Agreement is not an evidence of the assignment of the Claim vis a vis third
parties.
	 
	6.	 	MKB shall inform TOEMT I-II and the Liquidator about this assignment within 3 banking days
from the date of such declaration. See annex 3 for the bilingual Hungarian-English text of
such notice.
	 
	7.	 	The Parties agree that MKB transfers the Claim as an uncertain claim and so MKB shall not be
liable in any respect to Centrál for TOEMT I-II performance. Centrál acknowledges and accepts
such limitation of liability and waives its right hereby to raise any claim against MKB in
connection with the assigned Claim. In case Centrál further transfers the Claim such transfer
shall comply with requirements set out in Point 4 above and the transfer agreement shall
specifically contain such limitation of liability.
	 
	8.	 	All fees, levies, stamp duty, cost (either in Hungary or outside) in connection with this
Agreement shall be for Centrál to pay.
	 
	9.	 	The Parties shall treat all information obtained by them in connection with this Agreement
and in the course of enforcing the Claim as business secret
	 
	10.	 	Centrál represents that it knows the content of the contracts, agreements and documents
(received either from MKB or from other source) cited in this Agreement, that it has received
answers to its questions addressed to MKB and that it used every other means in order to learn
the content of the Claim, its likelihood of enforcement, the risks that attach to the purchase
of the Claim. Centrál further represents that it finds the Price fair and equitable.
	 
	 	 	The Parties agree that in case Centrál would need further documents for the enforcement of the
Claim, they shall discuss such request case by case.
	 
	11.	 	MKB represents that it is a regulated financial institution.
	 
	12.	 	This Agreement enters into force on the date of its execution.
	 
	13.	 	In case Centrál fails to pay the Price or meet the conditions as set out in Point 4 within
the set time limit, MKB shall have the right to rescind this Agreement.




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Exhibit 10.1




	 	 	In case Centrál fulfils all the conditions and pays the Price and MKB fails to comply with its
obligations set out in Point 5 above, and such failure can be attributed to its wilful or negligent
conduct, Centrál shall have the right to rescind this Agreement.
	 
	 	 	Rescission can be exercised in writing only. The notice of rescission shall be sent by registered
mail to the other Party. Such notice shall be deemed validly given if it is mailed to the other
Party.
	 
	 	 	In case of rescission MKB shall be under no obligation to pay any compensation.
	 
	 	 	The exercise of the right to rescind this Agreement shall terminate this Agreement.
	 
	14.	 	This Agreement is governed by Hungarian law. The Parties submit their disputes to the
ordinary courts of Budapest.
	 
	 	 	This Agreement is signed by the Parties in four copies.
	 
	 	 	Budapest, March 10, 2006.
	 
	 	 	Annexes




1. Confirmation Letter of the Liquidator



2. Text of the Special Declaration of the transfer of the Claim



3. Text of the Notice of the Assignment of the Claim



MKB Bank Rt.



/s/ DR ANDRÁS PETE

Name: Dr András Pete

Director



/s/ DR GYULA FONYO

Name: Dr Gyula Fonyo

Director



Centrál Workout Pénzügyi Rt.



/s/ ZOLTÁN VARGA

Name: Zoltán Varga

Chief Executive Officer




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Exhibit 10.1






Assignment Declaration



We the undersigned as the duly authorized representatives of MKB Bank Rt. hereby make the following
statement:



This is to confirm that effective this date we have finally and without further conditions assigned
the Assigned Assets ( as per definitions below) to Centrál Workout Pénzügyi Részvénytársaság.



In addition the Bank appoints the Assignee to proceed as its legal successor and appointee should a
need arise to prove that during the Liquidation Proceedings in connection with exercising creditors
rights or in general before authorities and interested third parties.



The Bank represents to whom it may concern that





The Assigned Assets include all right, title, and. interest of the Bank and of any affiliate of
the Bank in and to any and all claims for monies due the Bank by TOEMT for monies lent by the
Bank or by any predecessor-in-interest to TOEMT, or for monies due to the Bank as guarantor or
surety, including all principal, interest, penalties, default interest, charges, fees, and
assessments whatsoever, whether now known or hereinafter discovered.




“Assignee” refers to Centrál Workout Pénzügyi Rt., a company organized and existing under the
laws of the Republic of Hungary, and its successors and assigns;




“Assigned Assets” refers to all of the rights and benefits of the Bank under or in respect of
the Credit Documentation and the TOEMT Claims including, without limitation:




	 	(a)	 	all principal, interest, penalties, default interest, charges, fees, and assessments
whatsoever due to the Bank by TOEMT 1 and TOEMT 2, whether now known or hereinafter
discovered;
	 
	 	(b)	 	all rights and interests of the Bank in and in respect of the benefit of any security
and in respect of amounts owing to the Bank by TOEMT 1 and TOEMT 2; and ,
	 
	 	(c)	 	all of the Bank’s right to prove in the Insolvency Proceedings of TOEMT 1 and TOEMT 2
with the exception of those rights that according to the law can be exercised only
personally.




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Exhibit 10.1








“Bank” refers to MKB Bank Rt., a financial institution organized and existing under the
laws of the Republic of Hungary, also known by its English name, the Hungarian Foreign
Trade Bank;



“Consolidation
Agreement” refers to the agreement dated December 15, 1992 made by and among the Bank, TOEMT 1 and/or TOEMT 2, and Cronos Containers Limited;



“Credit Documentation” includes, without limitation, that certain Loan Agreement, dated
June 14, 1985, by and between TOEMT 1 and the Bank, the Consolidation Agreement,
and each and every other loan agreement, security agreement, and guarantee agreement
of every nature and description entered into by and between the Bank, any predecessor-in-interest,
and TOEMT 1 and/or TOEMT 2, including all supporting documentation, such as promissory notes issued
by TOEMT 1 and TOEMT 2, etc.;



“Insolvency Officer” refers to any receiver, administrator, liquidator, provisional
liquidator, administrative receiver, trustee, supervisor of a voluntary arrangement, similar
officer appointed pursuant to a scheme of arrangement under Section 425 of the U.K.
Companies Act 1985 (as amended or re-enacted from time to time) or similar officer
Appointed under the U.K. Insolvency Act 1986 (as amended or re-enacted from time to
time) or any other officer appointed under any other procedure under any law or any
jurisdiction of, or having, similar or analogous powers over all or any of the assets of
TOEMT 1 or TOEMT 2;



“Insolvency Proceedings” refers to receivership, administration, liquidation (including the
Liquidation Proceedings), appointment of a provisional liquidator, winding-up,
dissolution, voluntary arrangement, scheme of arrangement under Section 425 of the
U.K. Companies Act 1985 (as amended or re-enacted from time to time) or any
insolvency procedure under the U.K. Insolvency Act 1986 (as amended or re-enacted
from time to time) or any other procedure under any law of any jurisdiction of, or having,
a similar or analogous nature of effect.



“Liquidation Proceedings” refers to the TOEMT 1 liquidation Proceeding and the TOEMT 2 liquidation
Proceeding;



“TOEMT” refers to TOEMT 1 and TOEMT 2;



“TOEMT 1” refers to Transocean Equipment Manufacturing and Trading Limited (in
liquidation), a company organized under the laws of England and Wales with registered
number 1611473;



“TOEMT Claims” refers to the TOEMT 1 Claim, the TOEMT 1 Other Claims, and the

TOEMT 2 Claims.



“TOEMT 1 Claim” refers to the Bank’s claim, as stated in the Bank’s Proof of Debt on
Form 4.25, dated December 18, 2003, in the amount of U.S. $32,593,762 of principal and
U.S. $5,885,803.66 in interest, filed by the Bank in the TOEMT 1 Liquidation
Proceeding, as supplemented or amended from time to time;




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Exhibit 10.1





“TOEMT 1 Liquidation Proceeding” refers to the liquidation proceedings of TOEMT 1 in the High Court
of Justice, Chancery Division, London, England (No. 4731 of 2004);



“TOEMT 1 Other Claims” refers to any and all claims, other than the TOEMT 1 Claim, that the Bank
may have as creditor of TOEMT 1;



“TOEMT 2” refers to Transocean Equipment Manufacturing and Trading Limited (in liquidation), a
company organized under the laws of the Isle of Man with registered number 56415C;



“TOEMT 2 Liquidation Proceeding” refers to the liquidation proceedings of TOEMT 2 in the High Court
of Justice, Chancery Division, London, England (No. 4732 of 2004);



“TOEMT 2 Claim” refers to any and all claims that the Bank may have as creditor of TOEMT 2.



In order to enforce this Assignment the Bank irrevocably represents that the Assignee shall have
full power, as the legal successor of the Bank with respect to the Assigned Assets , take all steps
and actions, sign all agreements and certificates and other documents that are required to be
signed in the course of transferring the Assigned Assets to the successors or agents of the
Assignee.




Budapest, 2006




MKB BANK Rt.




                             

                             

                             



                             

                             

                             



CENTRÁL WORKOUT PÉNZÜGYI Rt.



                                                                           



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Exhibit 10.1




ENDORSEMENT



FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CENTRÁL WORKOUT PÉNZÜGYI Rt.
(“Assignor”) hereby assigns all of its right, title, and interest in and to the Assigned Assets and
in and to each and every other right, power, and benefit granted to Assignor by this Assignment of
Assets to
                            , a company organized and existing under the

laws of                             , such assignment to be effective this        day of
      , 2006.




CENTRÁL WORKOUT PÉNZÜGYI Rt.




By:                                    



Zoltán Varga

Chief Executive Officer




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Exhibit 10.1



Form of Notice to Insolvency Officer




2006





			
	To:	 	Russell John Carman






			
	From:	 	MKB Bank Rt. (the “Assignor”) and 

Centrál Workout Rt. (the “Assignee”)





Dear Sir



Transocean Equipment Manufacturing and Trading Limited (in liquidation), a company registered in
England and Wales (“TOEMT 1”)



Transocean Equipment Manufacturing and Trading Limited (in liquidation), a company registered in
the Isle of Man (“TOEMT 2”)





	1.	 	We hereby notify you that as of
                   , 2006 the Assignor has assigned to the Assignee the
following claims against TOEMT 1 and TOEMT 2 (the “Assigned Assets’’).
	 
	 	 	We hereby attach for your kind information a Declaration issued by us in connection with
this assignment.
	 
	2.	 	Pursuant to Rule 11.11 of the Insolvency Rules, we hereby confirm that any dividends from the
liquidation of TOEMT 1 and TOEMT 2 payable to the Assignor should be paid to the Assignee, or
its successors and assigns, as directed.
	 
	3.	 	The administrative details of the Assignee are as follows:





	 	 	 
	     Name:

	 	Centrál Workout Rt.
	     Attention:

	 	Zoltán Varga
	     Address:

	 	1075 Budapest Madách tér 4
	 

	 	Hungary
	 
	 	 
	     Facsimile:

	 	361.327.8434
	     Email:

	 	vargaz@Centrálfaktor.hu







	4.	 	Please acknowledge this notice by signing and returning to the Assignee the attached
acknowledgement.




This notice shall be governed by and construed in accordance with the laws of England.




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Exhibit 10.1





ASSIGNOR




MKB BANK Rt.




By: __________________

Name: __________________

Title: __________________




And: __________________

Name: __________________

Title: __________________





ASSIGNEE




CENTRÁL WORKOUT Rt.




By: __________________



Zoltán Varga

Chief Executive Officer




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Exhibit 10.1



ACKNOWLEDGEMENT OF NOTICE TO INSOLVENCY OFFICER




The undersigned hereby acknowledges receipt of the Notice to Insolvency Officer, dated                    , 2006, from MKB Bank Rt. (the “Bank”) and Centrál Workout Pénzügyi Rt.

(“Assignee”), advising the undersigned of the assignment by the Bank to Assignee of the Assigned
Assets.



Russell John Carman




Dated                     , 2006





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