Termination Agreement for Subscription and Shareholders' Agreement of Pioneer Polski Fundusz Nieruchomosci S.A.

Summary

This agreement, dated April 6, 2001, is between the European Bank for Reconstruction and Development, Cadim Servotech B.V., Vienna Leas International S.A., Towarzystwo Obrotu Nieruchomosciami Agro S.A., Fundacja na Rzecz Nauki Polskiej, Pioneer Real Estate Advisors Poland Spolka z o.o. i Spolka Spolka Komandytowa, PREA, L.L.C., and Pioneer Polski Fundusz Nieruchomosci S.A. It terminates the previous Subscription and Shareholders' Agreement among these parties, except for the confidentiality clause, following the completion of share purchase agreements by PREA, L.L.C.

EX-10.1 5 dex101.txt TERMINATION AGREEMENT DTD 4/06/2001 EXHIBIT 10.1 DATED 6 APRIL 2001 ______________________ (1) EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (2) CADIM SERVOTECH B.V. (3) VIENNA LEAS INTERNATIONAL S.A. (4) TOWARZYSTWO OBROTU NIERUCHOMOSCIAMI AGRO S.A. (5) FUNDACJA NA RZECZ NAUKI POLSKIEJ (6) PIONEER REAL ESTATE ADVISORS POLAND SPOLKA Z O.O. I SPOLKA SPOLKA KOMANDYTOWA (7) PREA, L.L.C. AND (8) PIONEER POLSKI FUNDUSZ NIERUCHOMOSCI S.A. ________________________________________ AGREEMENT TO TERMINATE THE SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT IN RESPECT OF PIONEER POLSKI FUNDUSZ NIERUCHOMOSCI S.A. ________________________________________ CMS CAMERON MCKENNA WARSAW FINANCIAL CENTER UL. EMILII PLATER 53 00-113 WARSZAWA T +48(0 ###-###-#### F +48(0 ###-###-#### CHW/RAFS/106594.01 THIS AGREEMENT is made on 6 April 2001 BETWEEN: (1) EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT, an international financial institution established by an international treaty with its seat in London, England, represented by Ms. Julia Gnezdilowa, the proxy; (2) CADIM SERVOTECH B.V., a limited liability company incorporated under the laws of the Kingdom of the Netherlands with its seat in Amsterdam, the Netherlands, represented by Mr. Pierre Gamache; (3) VIENNA LEAS INTERNATIONAL SPOLKA AKCYJNA, a joint-stock company with its seat in Bielsko-Biala, at ul. Strazacka 81, 43-382 Bielsko-Biala, registered in the Commercial Register maintained at the District Court of Bielsko-Biala, Commercial Registry Division, under no. RHB 4038, represented by Mr. Artur Firganek; (4) TOWARZYSTWO OBROTU NIERUCHOMOSCIAMI AGRO SPOLKA AKCYJNA, a joint-stock company with its seat in Warsaw, Poland at Sielecka 22, 00-738 Warsaw, registered in the Commercial Register maintained at the District Court of Warsaw, XVI Commercial Registry Division, under no. RHB 51290, represented by proxy Mr. Zbigniew Drzewiecki. (5) FUNDACJA NA RZECZ NAUKI POLSKIEJ, a foundation with its seat in Warsaw, Poland, registered in the Foundations Register maintained at the District Court of Warsaw, XVI Commercial Registry Division, under no. RF 1057, represented by Mr. Mariusz Janowski, the proxy; (6) PIONEER REAL ESTATE ADVISORS POLAND SPOLKA Z O.O. I SPOLKA SPOLKA KOMANDYTOWA, a limited partnership with its seat in Warsaw, registered in the Commercial Register maintained at the District Court of Warsaw, XVI Commercial Registry Division, under no. RHA 376, represented by Mr. Gren Carr-Jones as a member of the Management Board of PREA Poland Sp. z o.o. (General Partner); (7) PREA, L.L.C., a limited liability company incorporated under the laws of the State of Delaware, with its registered seat in Wilmington, Delaware, the United States of America represented by Gren Carr-Jones. (the "PURCHASER"); and (8) PIONEER POLSKI FUNDUSZ NIERUCHOMOSCI S.A., a joint stock company with its seat in Warsaw, Poland at ul. Stawki 2, registered in the Commercial Register maintained at the District Court of Warsaw, XVI Commercial Registry Division, under no. RHB 50879 (the "FUND"), represented by Mr. James Glerum under power of attorney; together hereinafter referred to as the "PARTIES". WHEREAS, (A) On 27 October 1999 the Parties and Pioneer Pierwsze Polskie Towarzystwo Funduszy Inwestycyjnych S.A. executed a Subscription and Shareholders' Agreement in respect of Pioneer Polski Fundusz Nieruchomosci S.A. (B) Pioneer Pierwsze Polskie Towarzystwo Funduszy Inwestycyjnych S.A. has, prior to the date of this Agreement, ceased to be a shareholder in the Fund. (C) On [ ] April 2001, the Purchaser entered into various agreements (the "SHARE PURCHASE AGREEMENTS") with all the other shareholders in the Fund pursuant to which the Purchaser agreed to acquire all the shares in the Fund which it did not already own. THE PARTIES HAVE THEREFORE AGREED AS FOLLOWS: 1. That, conditional upon all the parties to the Share Purchase Agreements performing all the obligations to be performed by them at Completion (as defined) of the Share Purchase Agreements, the Subscription and Shareholders' Agreement entered into between them and Pioneer Pierwsze Polskie Towarzystwo Funduszy Inwestycyjnych S.A. on October 27 1999 shall be terminated with immediate effect, save for clause 25 thereof (non- disclosure of information). 2. This Agreement may be signed by the Parties on any number of counterparts and by the Parties on different counterparts. This Agreement has been executed in English and in Polish. In the case of discrepancies, the English version shall prevail. Signed by /s/ Julia Gnezdilova for and on behalf of EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Signed by /s/ Pierre Gamache for and on behalf of CADIM SERVOTECH B.V. Signed by for and on behalf of VIENNA LEAS INTERNATIONAL S.A. Signed by /s/ Zbigniew Drzewiecki for and on behalf of TOWARZYSTWO OBROTU NIERUCHOMOSCIAMI AGRO S.A. Signed by /s/ Mariusz Janowski for and on behalf of FUNDACJA NA RZECZ NAUKI POLSKIEJ Signed by /s/ Gren Carr-Jones for and on behalf of PIONEER REAL ESTATE ADVISORS POLAND SPOLKA Z O.O. I SPOLKA SPOLKA KOMANDYTOWA Signed by /s/ Gren Carr-Jones for and on behalf of PREA, L.L.C. Signed by /s/ James Glerum for and on behalf of PIONEER POLSKI FUNDUSZ NIERUCHOMOSCI S.A.