WHOLLY OWNED
BY THE TARGET
SHALL HAVE BEEN COMPLETED.
(I)
CONSOLIDATION.
THE PARTIES SHALL HAVE
IMPLEMENTED THE MEASURES AND EXECUTED THE AGREEMENTS, IF ANY, DESCRIBED AT
PARAGRAPH 1(E) ABOVE, AND THE PURCHASER SHALL BE REASONABLY SATISFIED THAT CTCM
SHALL HAVE A 60% ECONOMIC INTEREST IN THE RESULTS OF THE TARGET GROUP AND THE
SERVICE COMPANIES (OR SOLE SERVICE COMPANY, AS THE CASE MAY BE), TAKEN AS A
WHOLE, WITHOUT ADVERSE TAX OR ACCOUNTING CONSEQUENCES TO THE TARGET GROUP OR
CTCM.
(J)
DUE DILIGENCE.
THE PURCHASER AND ITS
ATTORNEYS, ACCOUNTANTS AND OTHER REPRESENTATIVES AND AGENTS SHALL HAVE
SATISFACTORILY COMPLETED THEIR DUE DILIGENCE INVESTIGATION OF THE TARGET AND ITS
SUBSIDIARIES (THE "TARGET GROUP").
BETWEEN THE DATE OF THIS TERMSHEET AND THE
CLOSING, THESE REPRESENTATIVES SHALL BE GIVEN FULL ACCESS TO THE ACCOUNTING
BOOKS AND OTHER BUSINESS AND FINANCIAL RECORDS, REPORTS AND DOCUMENTS OF THE
TARGET GROUP, INCLUDING COMPANY RECORDS AND TAX RETURNS.
SUCH DUE DILIGENCE
INVESTIGATION WILL ALSO INCLUDE THE INSPECTION AND EXAMINATION OF THE TARGET
GROUP'S FACILITIES.
IN ADDITION, THE PURCHASER AND ITS REPRESENTATIVES SHALL BE
GIVEN ACCESS TO THE CONSTITUTIONAL DOCUMENTS AND FINANCIAL STATEMENTS FOR THE
YEAR 2006, PREPARED IN ACCORDANCE WITH THE APPLICABLE LEGISLATION OF THE
REPUBLIC OF KAZAKHSTAN, OF THE EACH OF THE REPLACING HOLDER, THE SELLER, THE
EXISTING HOLDER AND THE GUARANTOR (FOR THE AVOIDANCE OF DOUBT, SUCH
"CONSTITUTIONAL DOCUMENTS" SHALL NOT INCLUDE THE MINUTE BOOKS OR STOCK RECORDS
OF SUCH PARTIES).
NONE OF SUCH INFORMATION SHALL BE USED BY SUCH PERSONS OTHER
THAN FOR EVALUATION OF SUCH PARTIES FOR PURPOSES OF THE TRANSACTION.
THE
OFFICERS AND MANAGEMENT OF THE 31ST KANAL PARTIES AGREE TO COOPERATE FULLY WITH
PURCHASER'S REPRESENTATIVES AND AGENTS AND TO MAKE THEMSELVES AVAILABLE TO THE
EXTENT NECESSARY TO COMPLETE THE DUE DILIGENCE PROCESS AND THE CLOSING.
(K)
ACCESS TO ADVERTISERS AND EMPLOYEES.
THE
31ST KANAL PARTIES SHALL, AT THE REQUEST OF THE PURCHASER, INTRODUCE THE
PURCHASER TO THE TARGET GROUP'S PRINCIPAL ADVERTISERS AND EMPLOYEES TO
FACILITATE DISCUSSIONS BETWEEN SUCH PERSONS AND THE PURCHASER IN REGARD TO THE
PURCHASER'S CONDUCT OF THE BUSINESS OF THE TARGET FOLLOWING THE CLOSING.
(L)
CONDUCT OF THE TARGET GROUP'S BUSINESS.
FROM THE DATE OF THIS TERMSHEET UNTIL THE CLOSING:
(I) THE 31ST KANAL PARTIES
WILL CONTINUE TO OPERATE THE TARGET GROUP AS IT HAS BEEN OPERATED IN THE PAST
AND SHALL NOT ENGAGE IN ANY TRANSACTIONS OUTSIDE THE ORDINARY COURSE OF BUSINESS
(OTHER THAN THE RESTRUCTURING MEASURES DESCRIBED IN PARAGRAPH (H) ABOVE); AND
(II) THE TARGET GROUP WILL CONTINUE TO MAKE REGULARLY SCHEDULED PAYMENTS ON ITS
EXISTING DEBT, AND SHALL NOT INCUR ANY ADDITIONAL INDEBTEDNESS EXCEPT IN THE
ORDINARY COURSE OF BUSINESS.
(M)
ABSENCE OF ADVERSE CHANGE.
THERE SHALL HAVE
BEEN NO MATERIAL ADVERSE CHANGE IN THE BUSINESS, PROPERTIES, OPERATIONS,
CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS,
5
ASSETS OR LIABILITIES OF THE TARGET GROUP SINCE MARCH 31, 2007. FOR PURPOSES OF
THIS PROVISION A MATERIAL ADVERSE CHANGE IS ANY EVENT OR CIRCUMSTANCE WHICH (I)
HAS OR IS REASONABLY EXPECTED TO HAVE A NEGATIVE IMPACT ON THE NET INCOME