Central European Media Enterprises Ltd · 10-Q · For 9/30/96 · EX-10.07

Filed On 11/14/96   ·   SEC File 0-24796   ·   Accession Number 1005477-96-491

Quarterly Report   ·   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      27    159K 
 2: EX-10.01    Loan Agreement                                        13     51K 
 3: EX-10.02    Term Promissory Note                                   7     30K 
 4: EX-10.03    Warrant                                               11     42K 
 5: EX-10.04    Articles of Association                               22     86K 
 6: EX-10.05    Company Agreement                                     14     56K 
 7: EX-10.06    General Agreement                                     24     83K 
 8: EX-10.07    Assignment of Shares Agreement                         3     13K 
 9: EX-10.08    Additional Agreement                                   2     12K 
10: EX-10.09    Warranties                                             2±    11K 
11: EX-10.10    Agreement                                             11     50K 
12: EX-10.11    Agreement                                             17     44K 
13: EX-10.12    The Agreement                                          3     14K 
14: EX-10.13    The Agreement                                          7     31K 
15: EX-10.14    The Agreement                                          2     12K 
16: EX-10.15    Appendix to the Agreement                              3     17K 
17: EX-10.16    Share Sale Agreement                                   3     14K 
18: EX-10.17    Annex No 2 to the Supplementary Agreement              2     13K 
19: EX-10.18    Lease                                                 47    105K 
20: EX-27       Financial Data Schedule                                1      8K 

EX-10.07   ·   Assignment of Shares Agreement

EX-10.07
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ASSIGNMENT OF SHARES AGREEMENT

Concluded between:                                                              

MEDIA  PRO SRL,  a  Romanian  legal  entity,  having  its  registered  office in
Bucharest 135, Calea Victorici,  Etaj 8, Sector.1  registered in the Register of
Comerce under number  J40/4996/1991  represented  by Mr.  Adrian Sarbu,  General
Manager.                                                                        

Iliescu George Marius-  Romanian  citizen,  residing in Bucharest,  20 Justinian
Street, Sector 2, represented by Mrs. Liana Petrovici - legal representative,   

Bratulescu  Theodor ~Mihai - Romanian citizen,  residing in Bucharest,  79 1 Mai
Bv., Bloc 15,  Ap.60,  Sector 1,  represented  by Mrs.  Liana  Petrovici - legal
representative,                                                                 

as, "Assignor - Shareholders"                                         

as shareholders  of UNIMEDIA SRL having its registered  office in Bucharest 155,
Calea Victoriei, Bloc Dl, Etaj 7, Sector.1 registered in the Register of Comerce
under number J40/159211995                                                      

and,                                                                  

Mr.  Adrian Sarbu - Romanian  citizen,  residing in  Bucharest,  2-4  Turgheniev
Street, Sector 1                                                                
CME Enterprises B.V. a limited liability company organised and exiting under the
law of the Nethaderland with its registered office at 29 Laidseplain,  Amsterdam
represented by Dean Chisiu.                                                     

as, "Third Party - Assignees'                                         

that have agreed the present " Assignment of Shares Agreement', pursuant to:    

1. SC Media Pro SRL ,  shareholder  of UNIMEDIA SRL Company assign to the "Third
Party  Assigne" - CME  Enterprises  BV, a number of 18 shares  numbered I to 18,
equivalent of 90.000 lei, representing 90% of the registered capital.           

2. The undersigned  Iliescu  George Marius  shareholder of UNIMEDIA SRL  Company
assign to the "Third Party Assigne" - CME Enterprises BV one share, numbered 19,
equivalent of 5.000 lei representing 5% of the registered capital.              

The shares bought by the "Third Party- CMB  Enterprises  B.V." have been paid to
SC  Media  Pro  SRL  and  Mr.  Iliescu  George  Marius,  at the  value  in  USD,
respectively 30 USD, at a rate of 3,220.5 Lei/USD.                              

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EX-10.07
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3. The undersigned  Bratulescu Theodor Mihai shareholder of UNIMEDJA SRL Company
assign to Mr.  Adrian  Sarbu,  one share,  numbered 20,  equivalent of 5.000 lei
representing 5% of the registered capital.                                      
The share has been paid at the value of 5,000 Lei,  on the date of the  drafting
of the present Assignment of Shares Agreement .                                 

According  to those  assignments,  the Assignor -  Shareholders,  Media Pro SRL,
Iliescu George Marius and Bratulescu  Theodor Mihai  understand to withdraw from
UNIMEDJA SRL Company, having no more claims to that Company.                    

4.    Guarentes                                                                 

4.1. Warranties of the Assignors:                                               

4.1.1. The Assignors have the right to assign their shares in the Company,  such
right  implying  the  transfer of the rights and  liabilities  relating to those
shares.                                                                         
4.1.2. They have  the  capacity to enter into the present  Assignment  of Shares
Agreement.                                                                      
4.1.3. They are  not party or subject  to any  decision  that  could  hinder the
conclusion  of the  present  Agreement  Company or impede the  parties to fulfil
their  obligations there in. 4.1.4. They are not involved in any litigation that
ban or limit, their capacity to transfer the shares.  There are no court actions
pending against any shareholder regarding the share parts to be transfered.     
4.1.5. The assignors warrant that the transfered share are free of any changes. 
4.1.6. S.C. Media Pro  warrants  that the transfer of shares is legally made and
was approved by the General Meeting of the Shareholders.                        

4.2. Warranties of the Asignees.                                                

4.2.1. The Assignes hereby warrant to the Assignors that they have the right to 
buy shares in  UNIM~DIA.                                                        
4.2.2. That they have the capacity to enter into the present  Agreement.        
4.2.3. They are  not party or subject  to any  decision  that  could  hinder the
conclusion  of the  present  Agreement  Company or impede the  parties to fulfil
their  obligations there in.                                                    
4.2.4. They are not involved in any litigation that ban or limit, their capacity
to transfer the shares. There arc no court actions pending against any assignors
the share parts to be obtain.                                                   
4.2.5. CMB warrants to  the assignors that the buying of shares and the transfer
have been duty and validly authorised by the Bord of Directors of C.M.B.        

The amendments of the Statutes and Company Agreement, occured as a result of the
present Assignment of Shares Agreernent will be registered by Addendum.         

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The amendments of the Statutes and Company Agreement, occured as a result of the
present Assignment of Shares Agreeement will be registred by Addendum.          

Drafted and signt in Bucharest in six copies, authenticated by the Public Notary
Vladica Ratiu Gheorghe, on the date of the authentication.                      

ASSIGNORS,                                    ASSIGNEES,                        

SC MEDIA PRO SRL                             Adrian Sarbu                       

represented by,                                                             

Adrian Sarbu                           CME Media Enterprises B~V                

ILIBSCU GEORGE MARIUS                      represented by,                      

BRATULESCU TEODOR MIHAI                     Dean Chisiu                         

represented by,                                                             

Liana Petrovici                                                             

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