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Exhibit 10.4
C O N T R A C T
ON PURCHASE OF REAL ESTATE
in accordance with Section 132 and those that follow in the Civil Code
AND ON TRANSFER OF RIGHTS AND OBLIGATIONS
in accordance with the Commercial Code
This contract on the purchase of real estate and the in the building
(hereinafter only as the "Contract") was concluded in Prague between the
following contracting parties:
1. Central European Development Corporation Praha, spol. s r. o., with its
registered office at Prague 1, Jungmannova 17, IDN: 48 53 63 77,
represented by its agent John Alan Schwallie (hereinafter only as the
"Seller")
and
2. Ceska nezavisla televizni spolecnost, spol. s r. o., with its registered
office at Prague 1, Vladislavova 20, IDN: 49 61 66 68, represented by
PhDr. Vladimir Zelezny, the Executive (hereinafter only as the
"Purchaser")
(hereinafter individually only as the "Party" and collectively only as the
"Parties")
ARTICLE I.
OWNERSHIP TITLE
1. The Seller declares that he is the sole owner of the house - the building
with land registry no. 1477 with a built-up area - the lot with parcel
no. 696 of a 1,262 m2 area; of the house - the building with land
registry no. 28 with a built-up area - the lot with parcel no. 709 of a
695 m2 area; and of the yard - the lot with parcel no. 697 of a 155 m2
area, including exterior work, all operation equipment, which is
specified in the Enclosure No. 1, which presents an integral part of this
Contract, and complete accessories, based on the following acquisition
title:
Purchase contract dated 10 August 1993, number V1 9340/93
this is all registered in the Registry of Deeds at the Cadastral Office
of Prague - City on ownership deed no. 1326 for the cadastral territory
of Nove Mesto, Prague 2 municipality, Prague district (all aforementioned
real estate shall be hereinafter only as the "Real Estate")
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2. The Seller also declares that he is the bearer of rights and obligations
directly associated with his ownership of the Real Estate and, resulting
mainly, but not exclusively, from lease contracts, contracts on work, and
others, which are specified in Appendix no. 2 which is part and parcel of
this Contract (hereinafter only as the "Rights and Obligations").
ARTICLE II.
SUBJECT OF THE CONTRACT
1. By this Contract, the Seller sells the Real Estate and transfers the
ownership of the Real Estate including all rights and obligations to the
Purchaser, and the Purchaser, by this Contract, buys and acquires the
Real Estate, including all rights and obligations, for the purchase price
included in Article III., paragraph 1 of this Contract.
2. By this Contract, the Seller transfers the Rights and Obligations to the
Purchaser, and the Purchaser, by this Contract, assumes the Rights and
Obligations free of charge.
ARTICLE III.
PURCHASE PRICE AND ITS DUE DATE
1. The purchase price of the Real Estate which was agreed upon between the
Parties and which the Purchaser will pay to the Seller amounts to a total
of 295.500.000 CZK (in words: two hundred and ninety-five million five
hundred thousand Czech crowns) and is divided into the following two
parts:
a) the purchase price of the building that is subject to tax
write-offs and which amounts to 204.563.086 CZK (in words: two
hundred and four million five hundred sixty-three thousand
eighty-six Czech crowns), and which equals the remaining value of
the building as of the date of the signing of this Contract;
b) the purchase price of the lot which is not subject to tax
write-offs and which amounts to 75.175.182 CZK (in words:
seventy-five million one hundred and seventy-five thousand one
hundred and eighty-two Czech crowns), and which is determined by
an expert opinion as of the date of the signing of this Contract.
c) The purchase price of the technical equipment which was agreed
upon between the Parties and which the Purchaser will pay to the
Seller
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amounts to a total of 15.761.732 CZK (in words: fifteen million
seven hundred and sixty-one thousand seven hundred and thirty-two
Czech crowns) and is equal to the remaining value of the
technical equipment as of the date of the signing of this
Contract.
2. By signing this contract, the Parties are explicitly confirming that part
of the purchase price of the Real Estate was paid by the Purchaser in the
form of advance payments towards the purchase price, in accordance with
paragraph 4.2. of Article IV. of the supplement of 30 December 1994 to
the lease contract between the Parties dated 27 December 1993.
3. Another part of the purchase price of the Real Estate will be paid off by
assuming the Seller's obligation to Ceska sporitelna, a. s., (hereinafter
only as the "Sporitelna") arisen on the basis of a contract on a loan
between the Seller and Sporitelna of November 4, 1993, including all
interest and fees pertaining to the aforementioned contract on a loan,
payable from June 1, 1997 (interest until May 31, 1997, including, shall
be calculated as the payment of the Seller).
4. The balance of the purchase price of the Real Estate will be paid to the
Seller's account at Sporitelna account no. 937350-018/0800 within 21 (in
words: twenty one) days after the legal power of the Cadastral Office
Prague - City's decision on allowing the entering of the Purchaser's
ownership right to the Real Estate.
5. By this, the Parties mutually settled the purchase price.
ARTICLE IV.
MUTUAL GUARANTEES AND OBLIGATIONS
1. The Seller declares that he is the sole owner of the Real Estate and the
sole bearer of the Rights and Obligations, and that there are no
obligations, material rights or burdens, or other legal commitments
pending on the Real Estate and the Rights and Obligations with the
exception of the following:
a) a lien on the Real Estate in favor of Sporitelna, which secures
the Seller's obligation towards Sporitelna and which will be
assumed by the Purchaser. This obligation is in the amount of
328,000,000 CZK (in words: three hundred twenty-eight million
Czech crowns) and arose on the basis of the following title: the
contract on loan no. 4503-164855-988/0800 closed between
Sporitelna and the Seller on November 4, 1993, number V2
10053/93; and
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b) a lien on a part of the Real Estate in favor of the Seller which
secures the Seller's obligation towards the Purchaser. The
obligation is in the amount of 91,000,000 CZK (in words:
ninety-one million Czech crowns) and occurred based on the
following title: contract on lien closed between the Purchaser
and the Seller on January 31, 1993, number V2 2869/97.
2. The Parties declare that they have the right to render this Contract
valid by signing it and to fulfill the obligations resulting from this
Contract, mainly to transfer the Real Estate to the Seller's ownership
and to transfer the Rights and Obligations to the Seller.
3. The Parties declare that the signing of this Contract and the fulfillment
of obligations resulting from this Contract will not cause the violation
of any other contract, obligation, or generally binding legal regulation
or decision of a state administrative body that might be at variance with
this Contract. Furthermore, the signing of this Contract and the
fulfillment of obligations resulting from this Contract will not be at
variance with any generally binding legal regulation or decision of a
state administrative body which relates to the Real Estate and Rights and
Obligations.
4. The Parties declare that no lawsuit or other claim was filed against them
at any court or state administrative body that could, in the event of an
unfavorable decision, seriously and unfavorably influence the fulfillment
of this Contract.
5. The Seller declares that he is selling the Real Estate in the condition
corresponding to their wear and that he is not aware of any defects which
he should specifically report in accordance with Section 596 and those
that follow in the Commercial Code
6. The Purchaser has acquainted himself with the Real Estate and the , and
he is buying them in this condition. Furthermore, he has acquainted
himself with the condition of the Rights and Obligations, and he is
assuming them in this condition.
7. After the transfer, the Purchaser will have the exclusive ownership right
to the Real Estate and the and will be the exclusive holder of the Rights
and Obligations.
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ARTICLE V.
OTHER ARRANGEMENTS
1. The Parties have agreed that, within 10 (in words: ten) days of the
effective date of this Contract, the Purchaser will propose that the
Cadastral Office Prague - City issue a permit to enter the ownership
right to the Real Estate.
2. The Parties have agreed that in the event that by the date of the
transfer of the ownership rights for the Real Estate to the Purchaser,
the Real Estate is terminated or is fundamentally devalued, or if the
entering of the Purchaser's ownership right to the Real Estate is not
permitted through no fault of the Purchaser, this Contract loses its
validity and effect.
3. The Purchaser has the right to withdraw from this Contract if the Seller
violates Article IV. of this Contract.
4. The Seller has the right to withdraw from this Contract if the Purchaser
violates Article IV. of this Contract.
5. The Parties have agreed that in the event of withdrawal from this
Contract, this Contract becomes null and void, and the Parties are
obligated to return the mutually provided fulfillment to each other.
6. The Parties acknowledge that the ownership rights to the Real Estate will
pass to the Purchaser upon the date of the legal power of the Cadastral
Office Prague - City's decision to permit the entering of the ownership
right to the Real Estate to the Purchaser, on the date of filing the
proposal for entry.
7. The Parties acknowledge that the Rights and Obligations will pass to the
Purchaser upon the date of the legal power of the Cadastral Office Prague
- City's decision to permit the entry of the ownership right to the Real
Estate to the Purchaser, on the date of filing the proposal for entry.
8. The Parties have agreed that the tax on real estate transfer will be paid
by the Seller and that administrative and other fees associated with this
Contract, including the expenses for the drafting of this Contract, will
be paid by the Purchaser.
9. The Parties have agreed that on the date of filing the proposal for entry
of the Purchaser's ownership of the Real Estate, the lien contract on a
part of the Real Estate in favor of the Seller signed by the Purchaser
and the Seller on January 31, 1993, number V2 2869/97 and the last
version of the lease contract signed by the Purchaser and the Seller on
December 27,
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1993 are abolished. The Parties have agreed on a condition subsequent of
this abolishment which would come on if that the Cadastral Office does
not allow to entry the Purchaser's ownership of the Real Estate. In this
case the lien contract, signed by the Purchaser and Seller on January 31,
1993, number V2 2869/97 and the lease contract, signed by the Purchaser
and the Seller on December 27, 1993, will be considered as not abolished,
in their last version valid on the date of filing the proposal for entry.
ARTICLE VI.
FINAL PROVISIONS
1. This Contract becomes valid upon the date of its signing by both Parties
and effective on June 1, 1997.
2. This Contract is closed according to the laws of the Czech Republic.
3. This Contract is drafted in 6 (in words: six) copies of which each is
considered to be original. 2 (in words: two) copies will be submitted
along with the appropriate proposal and other documents to the Cadastral
Office Prague - City for the purpose of initiating the proceedings on
permitting the entry of the Purchaser's ownership right to the Real
Estate. Each of the Parties will receive 2 (two) copies.
4. This Contract supersedes any contracts, agreements, and declarations
between the Parties on the subject of this Contract that preceded this
Contract.
5. Any amendments and supplements to this Contract must be executed in
writing and signed by both Parties.
6. If any of the provisions of this Contract are found invalid or
ineffective, and if this fact will not influence the validity or effect
of this Contract as a whole, the other provisions of this Contract are
still considered valid and effective.
7. Any notifications or other documents relating to this Contract will be
delivered by the Parties to the Parties' addresses as specified in the
heading of this Contract.
8. Any disputes arising from this Contract will be first solved by
conciliation. If no conciliation is achieved within 30 (in words: thirty)
days of the date of the occurrence of the dispute, the Parties will
address the Court of Arbitration at the Economic Chamber of the Czech
Republic and the Agrarian Chamber of the Czech Republic (hereinafter only
as the "Court")
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which will rule according to its procedural rules. The Parties undertake
to respect the Court's finding.
9. The Parties declare that they thoroughly read the Contract before its
signing, that the Contract was specifically, seriously, and
understandably drafted according to their true will, and that it was not
negotiated under duress or under otherwise unfavorable conditions.
ARTICLE VII.
LAND REGISTRY CLAUSE
Both Parties propose in concurrence that, according to this Contract, the
following is recorded in the Registry of Deeds at the Cadastral Office Prague -
City on ownership deed no. 1326 for the cadastral area of Nove Mesto, county
Prague 2, district Prague:
ALV: Ceska nezavisla televizni spolecnost, spol. s r. o., Prague 1,
Vladislavova 20, IDN: 49 61 66 68, 1/1 in respect to the whole
BLV: without changes
CLV: lien
Contract
Czech Savings Bank, joint-stock company - headquarters in Prague
328,000,000 CZK pursuant to the Loan Contract No. 4503-164855-988/0800
number V2 10053/93
DLV: no record
ELV: purchase agreement of May 21, 1997
In witness of the acknowledgment of the effects of this Contract and in a
position in which the Parties were under no duress and were not aware of any
unfavorable conditions, the Parties entered this Contract into validity and
signed it in front of JUDr. Martin Radvan, attorney at law, register no. 0448,
at the law offices of Radvan & Co., Jindrisska 20, after he determined their
identities.
In Prague on May 21, 1997 (twenty first day of May nineteen ninety-seven)
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______________________________ _________________________________
Seller Purchaser
_________________________________
JUDr. Martin Radvan
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