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LOAN AGREEMENT

Loan Agreement

LOAN AGREEMENT | Document Parties: EUROPEAN BANK | CENTRAL EUROPEAN MEDIA ENTERPRISES LTD You are currently viewing:
This Loan Agreement involves

EUROPEAN BANK | CENTRAL EUROPEAN MEDIA ENTERPRISES LTD

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Title: LOAN AGREEMENT
Date: 11/1/2007
Industry: Broadcasting and Cable TV     Sector: Services

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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:

(1)
the A Loan in an amount not to exceed €50,000,000; and

(2)
the B Loan in an amount not to exceed €50,000,000.

(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:

(1)
the A Loan (as defined thereunder) in an amount not to exceed €25,000,000; and

(2)
the B Loan (as defined thereunder) in an amount not to exceed €25,000,000.

(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:

 
(1)
In Section 1.01, the definition of "Margin" shall be substituted the following definition:
 
                     " “Margin” means 1.625% per annum.";

 
(2)
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.

(3)   (a)
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:

 
(i)
“Available Amount”;
 
(ii)
“Interest Payment Date”; and
(iii)
“Interest Period”.

(b)
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:

-2-

 
 
(i)
“Quarterly Date”; and
 
(ii)
“Reduction Date”.
 
(c)
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.
 
(d)
The following Sections and Exhibit shall be amended to read in identical terms to the same Sections and Exhibit in the New Loan Agreement:
 
(i)
Section 3.07;
(ii)
Section 3.13(c);
(iv)
Section 3.14;
(v)
Section 4.02(g);
(vi)
Sections 7.01(a), (b) and (f);
(vii)
Section 8.02(b) (with consequential renumbering); and

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