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(Operation
Number 36371)
SUPPLEMENTAL AGREEMENT
relating to the
LOAN AGREEMENT DATED 21 JULY, 2006
(as amended by an Amendatory Letter Agreement dated 16 November,
2006)
between
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
and
EUROPEAN BANK
FOR RECONSTRUCTION AND DEVELOPMENT
Dated
August 22, 2007
SUPPLEMENTAL LOAN AGREEMENT
SUPPLEMENTAL LOAN AGREEMENT (this “Supplemental
Agreement”) dated August 22, 2007
between CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. a
company incorporated and existing under the laws of Bermuda (the
"Borrower"), and the EUROPEAN BANK FOR RECONSTRUCTION AND
DEVELOPMENT, an international organisation formed by
treaty ("EBRD").
WHEREAS:
(A)
This Supplemental Agreement is supplemental to a Loan
Agreement dated 21 July, 2006, as amended by an Amendatory
Letter Agreement dated 16 November, 2006 (together the
"Original Loan Agreement") made between the Borrower and EBRD,
whereby EBRD agreed to lend to the Borrower a maximum
aggregate principal amount not to exceed €100,000,000
consisting of:
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(1)
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the
A Loan in an amount not to exceed €50,000,000;
and
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(2)
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the
B Loan in an amount not to exceed €50,000,000.
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(B) By
a loan agreement dated on or about the date hereof (the
“New Loan Agreement”) between the Borrower and
EBRD, EBRD has agreed to lend to the Borrower a maximum
aggregate additional principal amount of €50,000,000,
consisting of:
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(1)
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the
A Loan (as defined thereunder) in an amount not to exceed
€25,000,000; and
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(2)
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the
B Loan (as defined thereunder) in an amount not to exceed
€25,000,000.
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(C) The
Parties have agreed to amend the Original Loan
Agreement.
NOW IT IS HEREBY AGREED as follows:
ARTICLE I – INTERPRETATION
Section 1.01.
Definitions
Terms
defined in the Original Loan Agreement shall, unless
otherwise defined or the context otherwise requires, have the
same meanings in this Supplemental Agreement.
Section 1.02.
Interpretation
(a)
In
this Supplemental Agreement, the headings are inserted for
convenience of reference only and shall not affect the
interpretation of this Supplemental Agreement.
(b)
Subject
to the provisions contained herein, the Original Loan Agreement
shall remain in full force and effect and this Supplemental
Agreement and the Original Loan Agreement shall be read and
construed as one document and any reference therein to "herein",
"hereunder", the "Loan Agreement", "this Agreement" and similar
expressions shall be read and construed as a reference to the
Original Loan Agreement as amended by this Supplemental Agreement
and references in the Original Loan Agreement to representations or
to other provisions contained in the Original Loan Agreement shall
be read and construed as including references to representations
and other provisions contained in this Supplemental
Agreement.
(c)
This
Supplemental Agreement constitutes a Financing
Agreement.
ARTICLE II – AMENDMENTS TO ORIGINAL LOAN
AGREEMENT
Section 2.01. Amendments to
Original Loan Agreement
It is hereby agreed
that with effect on and from the date hereof the Original
Loan Agreement is amended as follows:
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(1)
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In
Section 1.01, the definition of "Margin" shall be substituted the
following definition:
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" “Margin” means 1.625% per annum.";
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(2)
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Sections
3.04(a)(2) and (3) shall be amended to the effect that, on and from
the date hereof until the Final Maturity Date, the Borrower shall
pay to EBRD a commitment charge at the rate of 0.8125% per annum on
so much of the A Loan as has not, from time to time, been disbursed
to the Borrower or cancelled and 0.8125% per annum on so much of
the B Loan as has not, from time to time, been disbursed to the
Borrower or cancelled.
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(3)
(a)
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In
Section 1.01, the following definitions shall be amended to read in
identical terms to the same definitions in Section 1.01 of the New
Loan Agreement:
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(ii)
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“Interest
Payment Date”; and
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(b)
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In
Section 1.01, the following new definitions shall be inserted in
the correct alphabetical ordering to read in identical terms to the
same definitions in Section 1.01 of the New Loan
Agreement:
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(i)
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“Quarterly
Date”; and
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(c)
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A
new Section 3.05(b) shall be inserted (with consequential
renumbering) to read in identical terms to Section 3.05(b) of the
New Loan Agreement.
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(d)
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The
following Sections and Exhibit shall be amended to read in
identical terms to the same Sections and Exhibit in the New Loan
Agreement:
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(vi)
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Sections
7.01(a), (b) and (f);
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(vii)
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Section
8.02(b) (with consequential renumbering); and
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