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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/30/08 Central European Media Enter… Ltd 10-Q 3/31/08 14:4.8M Summit Fin’l Printing |
Document/Exhibit Description Pages Size 1: 10-Q Central European Media Enterprises Ltd 10-Q HTML 1.16M 3-31-2008 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 124K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 678K 4: EX-10.1 Material Contract HTML 225K 5: EX-10.2 Material Contract HTML 172K 6: EX-10.3 Material Contract HTML 125K 7: EX-10.4 Material Contract HTML 80K 8: EX-10.5 Material Contract HTML 81K 9: EX-10.6 Material Contract HTML 175K 10: EX-10.7 Material Contract HTML 168K 11: EX-10.8 Material Contract HTML 157K 12: EX-31.01 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K 13: EX-31.02 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K 14: EX-32.01 Certification per Sarbanes-Oxley Act (Section 906) HTML 13K
(1)
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CME MEDIA ENTERPRISES B.V.,
a company organized under the laws of the Netherlands, and having
its registered office at Dam 5B, 1012 JS Amsterdam, the Netherlands
("CME
ME");
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(2)
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CENTRAL EUROPEAN MEDIA
ENTERPRISES LTD., a company incorporated under the laws of Bermuda,
and having
its registered office at Clarendon House, 2 Church Street, Hamilton, HM 11
Bermuda ("CME
Ltd"); and
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(3)
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THE BANK OF NEW YORK, a
company incorporated under the laws of the State of New York, USA and
having its registered office at 101 One Canada Square, London E14 5AL,
United Kingdom (the "Assignee").
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(A)
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Each
Assignor (as such term is defined below) is entering into this Assignment
in connection with the Indenture (as such term is defined
below).
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(B)
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The
Assignee and each Assignor intend this document to take effect as a deed
(even though a Party may only execute it under
hand).
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1.1
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Capitalized
terms not otherwise defined herein shall, unless the context requires
otherwise, bear the meaning ascribed thereto in the
Indenture:
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"Assigned
Contract"
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means
the Framework Agreement, as amended or supplemented from time to
time;
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"Assigned
Rights"
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means
all present and future rights, title and interest of each Assignor in,
under and to the Framework Agreement including, without limitation, the
right of each Assignor to receive all amounts payable under the Framework
Agreement and all present and future claims, causes of action, payments
and proceeds in respect thereof, whether now or in the
future;
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"Assignors"
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means
CME ME and CME Ltd and "Assignor" means, as
appropriate, CME ME or CME Ltd;
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"Business
Day"
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means,
in respect of any day, a day on which banks are generally open for
transactions in London and New York;
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"Election
Notice"
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has
the meaning given in Schedule 1 hereto;
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"Event of
Default"
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has
the meaning given in the Indenture;
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"Financing
Agreements"
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means
the Indenture and the Security Documents;
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"Framework
Agreement"
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means
the Framework Agreement among CME ME, CME Ltd and PPF dated December 13,
2004 as amended on May 2, 2005;
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means
the Indenture dated on or about the date hereof between CME Ltd., Central
European Media Enterprises NV, CME ME, BNY Corporate Trustee Services
Limited and The Bank of New York;
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||
"Original Contract
Assignment”
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"PPF"
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means
JR Holdings Limited (formerly known as PPF (Cyprus) Limited), a company
organized under the laws of the Republic of Cyprus with registered number
HE 92433, and having its registered office at Arch. Makariou III, 2-4,
Capital Center, 9th Floor, PC 1505, Nicosia, Cyprus. The name of the
company was changed from PPF (Cyprus) Limited on March 1,
2006;
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"Receiver"
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has
the meaning given in Clause 8 hereof;
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"Secured
Liabilities"
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means
all present and future moneys, debts and liabilities due, owing or
incurred by the Assignors to the Assignee under or in connection with the
Financing Agreements (in each case, whether alone or jointly, or jointly
and severally, with any other person, whether actually or contingently and
whether as principal, surety or otherwise);
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"Security
Assets"
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means
the Assigned Rights, being the assets the subject of the security created
hereunder;
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"Security
Documents"
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has
the meaning given in the Indenture;
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"Security
Interest"
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means
any mortgage, pledge, lien, charge, assignment, hypothecation or security
interest or any other agreement or arrangement having the effect of
conferring security; and
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"Security
Period"
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means
in respect of the Security Assets, the period beginning on the date hereof
and ending on the date upon which all the Secured Liabilities which have
arisen have been unconditionally and irrevocably paid and discharged in
full or the security created hereby has been unconditionally and
irrevocably released and
discharged.
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(a)
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references
to a "person" shall mean any individual, firm, company, government, state
or agency of a state, local or municipal authority, or any joint venture
association or partnership (whether or not having separate legal
personality);
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(b)
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references
to this Assignment, the other Financing Agreements or any other document
referred to herein is a reference to this Assignment, the other Financing
Agreements or such other document as amended, varied, novated or
supplemented at any time;
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(d)
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any
reference to the "Assignee" or the "Assignor" shall include its and any
subsequent successors and any permitted transferees in accordance with
their respective interests; and
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(e)
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an
amount shall be considered to be "irrevocably paid" if it is not capable
of being avoided or reduced by virtue of any bankruptcy, insolvency,
liquidation or similar laws.
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(a)
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As
a continuing security for the payment, discharge and performance of all
the Secured Liabilities, at any time owed or due to the Assignee, each
Assignor unconditionally and irrevocably assigns and agrees to assign
absolutely with full title guarantee (save for those security interests
already created and existing and notified to the Assignee), its rights,
title and interest in respect of the Security Assets to and in favour of
the Assignee; provided that forthwith upon the expiry of the Security
Period, the Assignee shall, at the request and expense of the Assignors,
(without warranty or other liability) re-assign to each Assignor the items
assigned by such Assignor pursuant to this Clause 2
(Assignment).
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(b)
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The
Assignors and the Assignee shall forthwith give notice of the assignment,
to be effected in accordance with Clause 2(a), of the Assignors’ rights,
title and interest in and to the Security Assets
by:
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(i)
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sending
a notice of assignment to PPF substantially in the form set out in
Schedule 1 with such amendments as the Assignee may agree;
and
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(ii)
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the
Assignors using their best endeavours to procure that PPF acknowledges the
notice of assignment substantially in the form set out in Schedule 2 with
such amendments as the Assignee may
agree.
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(c)
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Each
Assignor shall promptly execute all documents and do all things and take
whatever action the Assignee or a Receiver may reasonably require
to:
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(ii)
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facilitate
the realisation of any Security Asset or the exercise of any right, power
or discretion exercisable by the Assignee or any Receiver or any of its or
their delegates or sub-delegates in respect of any Security
Asset,
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(i)
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the
Assignors shall remain liable under the Assigned Contract to perform all
the obligations assumed by them thereunder;
and
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(ii)
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the
Assignee shall not be under any obligations or liability under the
Assigned Contract, other than in connection with exercising its rights
thereunder or be liable to make any payment
thereunder.
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(e)
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The
Parties agree that at any time other than when an Event of Default has
occurred and is continuing, the Assignors shall be permitted to exercise
each of the Assigned Rights without
restriction.
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(a)
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create
or permit to subsist any Security Interest upon all or any part of the
Security Assets other than the security created hereunder or under the
Original Contract Assignment; or
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(a)
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it
shall not do or permit to be done anything which would materially
prejudice the rights of the Assignee in the Security Assets (except as
expressly contemplated in the Assigned Contract);
and
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(b)
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it
shall not vary or amend any material provisions of the Assigned Contract
in any way that is materially adverse to the interests of the Assignee
pursuant to this Assignment.
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(a)
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to
take possession of, get in and collect the Security Assets, and to require
payment to it of any revenues deriving
therefrom;
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(b)
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to
recover and collect all receivables and to give a good receipt therefor on
behalf of each of the Assignors;
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(d)
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subject
to the terms of the Assigned Contract, to assign any part or all of the
Security Assets to any person on such terms as the Assignee considers
appropriate;
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(e)
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to
settle, adjust, refer to arbitration, compromise and arrange any claims,
accounts, disputes, questions and demands with or by any person who is or
claims to be a creditor of either Assignor or relating to the Assigned
Rights and/or the Assigned
Contract;
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(f)
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to
bring, prosecute, enforce, defend and abandon actions, suits and
proceedings in relation to the Assigned Rights and/or the Assigned
Contract; and
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(g)
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to
set-off any moneys comprised in the Security Assets against such or any of
the Secured Liabilities.
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(a)
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In
addition to the powers conferred above, at any time when the security
hereby created is enforceable the Assignee may appoint in writing a
receiver or a receiver and manager (a "Receiver") of all or any
part of the Security Assets and remove any Receiver so appointed and
appoint another in his place and may from time to time fix the
remuneration of any such Receiver.
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(b)
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The
Assignee may by instrument in writing delegate to any such Receiver all or
any of the rights, powers and discretions vested in it by this
Assignment.
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(c)
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Such
Receiver shall be the agent of the Assignor but notwithstanding this
position, as between the Assignors and the Assignee, the Assignee shall be
responsible for his acts and defaults and be liable on any contracts made
by him, save to the extent that the Assignors would be responsible
pursuant to the Indenture for such acts or defaults if performed by the
Assignee or be liable on any such contracts if made by the
Assignee.
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(a)
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in
satisfaction of, or provision for, all costs and expenses incurred by the
Assignee or any Receiver (including but not limited to costs and expenses
incurred by the Assignee or any Receiver in the course of exercising any
rights hereunder) and of all remuneration due to any Receiver under this
Assignment;
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(b)
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in
or towards payment of the Secured Liabilities or such part of them as is
then due and payable; and
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(c)
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subject
to the terms of the Indenture, in payment of the surplus (if any) to the
Assignor entitled to it.
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(ii)
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each
and every person to whom the Assignee shall from time to time have
delegated the exercise of the power of attorney conferred by this Clause;
and
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(b)
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The
power of attorney hereby granted is (and each of the Assignors hereby
acknowledge that it is) as regards the Assignee, its delegates and any
such Receiver granted irrevocably and for value as part of the security
constituted by this Security Assignment to secure proprietary interests in
and the performance of obligations owed to the respective donees within
the meaning of the Powers of Attorney Act
1971.
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(a)
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ask,
require, demand, receive and give acquittance for any sum forming part of
the Security Assets;
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(c)
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make
any claims or take any action or institute any proceedings which may be
necessary or advisable to protect the interests of the Assignee in all or
any part of the Security Assets.
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(a)
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the
validity, legality or enforceability in that jurisdiction of any other
provision of this Assignment; or
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(b)
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the
validity, legality or enforceability in other jurisdictions of that or any
other provision of this Assignment.
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21.1
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Each
of the Parties hereby irrevocably agrees that the courts of England are to
have exclusive jurisdiction to settle any
disputes:
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(b)
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arising
or in connection with the negotiation, legal validity or legal
enforceability of this Assignment,
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(a)
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waives
objection to the English courts on the ground of forum non conveniens or
inappropriate forum or otherwise in connection with any dispute described
in Clause 21.1; and
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(b)
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agrees
that a judgement or order of an English court in such a dispute is
conclusive and binding on such party and may be enforced against it in the
courts of any other jurisdiction.
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21.3
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Each
Assignor hereby irrevocably designates, appoints and empowers CME
Development Corporation at its registered office (being, on the date
hereof, at Aldwych House, 81 Aldwych, London WC2B 4HN, England) to act as
its authorised agent to receive service of process and any other legal
summons in England for purposes of any legal action or proceeding brought
by the Assignee in respect of this Security Assignment. Each Assignor
hereby irrevocably consents to the service of process or any other legal
summons out of such courts by mailing copies thereof by registered airmail
postage prepaid to its address specified herein. Each Assignor covenants
and agrees that, so long as it has any obligations under this Assignment,
it shall maintain a duly appointed agent to receive service of process and
any other legal summons in England for purposes of any legal action or
proceeding brought by the Assignee in respect of this Security Assignment
and shall keep the Assignee advised of the identity and location of such
agent.
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By:
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/s/ Michael
Garin
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Name:
Michael Garin
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Title:
Managing Director
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By:
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/s/ Wallace
Macmillan
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Name:
Wallace Macmillan
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Title:
Chief Financial Officer
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By:
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/s/ Jason
Blondell
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Name:
Jason Blondell
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Title:
Authorised Signatory
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(3)
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The
Assignee has agreed that until such time when the Assignee has delivered
to you written notice of its election to exercise the Assignors’ rights
under the Contract (an "Election
Notice"):
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|
(i)
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you
should continue to pay to the Assignors any sums which you may become
obliged to pay to each of them under the
Contract,
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(ii)
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each
Assignor shall remain entitled to exercise all of its rights, powers and
discretions relating to the Contract without any restriction and without
the consent of the Assignee,
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(4)
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The
Assignors instruct you, at any time after the Assignee has delivered to
you an Election Notice, to comply with any payment or other instructions
contained therein or in any subsequent written notice to you from the
Assignee, including without limitation any instruction to pay to such
account as the Assignee may nominate the full amount of any sums which you
may become obliged to pay to the Assignors under the Contract, provided
always that any such instructions do not exceed the rights of the
Assignors pursuant to the Contract.
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(5)
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Save
as set out above, the Assignment does not affect your rights or
obligations under the Contract.
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/30/08 | 8-K | ||
For Period End: | 3/31/08 | |||
3/10/08 | 8-K | |||
8/22/07 | 8-K | |||
5/16/07 | 8-K | |||
7/21/06 | 8-K | |||
3/1/06 | ||||
5/5/05 | ||||
5/2/05 | 3, 8-K, 8-K/A | |||
12/13/04 | ||||
List all Filings |