Amendment to the Loan Agreement
of August 1, 1996 and agreements referred to as
Security Documents
This Amendment to the Loan Agreement of August 1, 1996 and agreements
referred to as Security Documents (hereinafter referred to as the
"Amendment") is made as of March 11, 1997 (hereinafter referred to as the
"Effective Date")
between:
1) PhDr. ▇▇▇▇▇▇▇▇ o elezny, an individual residing at ▇▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, with birth number 450303/951 (hereinafter
referred to as the "Borrower")
and
2) CME Media Enterprises B. V., a limited liability company organised and
existing under the laws of the Netherlands, with its registered office at
▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, represented by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, the Managing Director (hereinafter referred to as the "Lender")
The Borrower and the Lender are hereinafter individually referred to as the
"Party" and collectively referred to as the "Parties".
WHEREAS:
A. The General Meeting of CNTS approved on December 17, 1996 such changes
which resulted in obtaining the Target Participation Interest in CNTS by
CME and such changes have been submitted into the Companies Register.
B. The Council of the Czech Republic for Radio and TV Broadcasting
abolished the License condition No. 17 of the Licence No. 001/93 on
December 17, 1997 which decision shall enter into legal effect and become
enforceable on February 25, 1997.
Based upon the following the Parties herein declare:
1.
That the Lender having fulfilled all the obligations, covenants and /or
promises he has had under the Loan Agreement and the underling Security
Documents (hereinafter referred to as the "the Loan Agreement"). Insofar as
any obligation has not been specifically fulfilled or performed it is hereby
by the Lender waived.
2.
The Parties further declare that all Release Events have either occurred or
are deemed to have occurred. The Parties, therefore, have agreed to
completely release the Lender from all of his obligations including but not
limited to the repayment of the Loan with any interest which may apply by
this Release subject to the fulfilment of the following preceding conditions:
2.1.
the Borrower shall submit to the Lender a copy of the binding agreement
concluded between the Borrower and other of all the remaining participants of
NOVA - Consulting, a. s. (hereinafter referred to as "NOVA - Consulting") who
are the shareholders of this company that at all relevant times the Borrower
shall obtain the right of the first refusal to obtain the shares of the other
remaining shareholder's shares for a fait price, that the Borrower shall
notify the Lender of any such offer if and when occurs and that he shall
exercise it if so requested or shall solely be authorised to offer such
shares to the Lender on the same conditions as stated hereinafter below; and
2.2.
that the Borrower shall in writing confirm the obligation to offer all
the shares of the entire or any part of NOVA - Consulting Participation
Interest in NOVA - Consulting and/or in CNTS on a priority basis to the
Lender under the conditions as referred in the Articles of Association and
the Investment Agreement of CNTS as amended; and
2.3.
that the Borrower shall submit to the Lender a satisfactory unilateral
obligation in consideration of this Release and waivers contained herein that
the Borrower during the period of duration of the License, or the extension
or renewals thereof shall exercise his voting rights in CET 21 s.r.o. to
cause CET 21 s.r.o. not to violate any existing or in the future entered into
agreements between CET 21 s.r.o. and CNTS or the Lender and CNTS as long as
such agreements have been duly entered into between such entities and that in
the case of renewal of CET 21 license or an application for renewal the
Borrower will exercise his voting rights to ensure that the agreements
between CNTS and CET 21 are extended; and
2.4.
that the Borrower shall submit in writing his power of attorney granted
to a law firm or an attorney of the Lender's choice authorising such attorney
to exercise in mortis causa (in the event of his death) his all voting rights
associated with his interest in which he may possess in CET 21 s.r.o. or its
successor at the time of his death and which power shall not be revoked; and
2.5.
that in the event the registration of the Target Participation Interest
of CME in CNTS is for any reason not caused by CME declined by the court or
prevented due to changes of Czech laws, the validity of the Loan Agreement
and Security Documents shall be fully reinstalled and such documents shall
become valid and fully enforceable.
3.
Should the Borrower violate any of the foregoing commitments the Lender shall
be entitled to the contractual penalty in the amount in accordance with a
provision 10. 8. of the Memorandum of Association and Investment Agreement of
CNTS as approved on November 14, 1996 which does substitute for any claim for
damages the Lender may have.
4.
Any amendment or waiver of any provision of this Amendment and any waiver of
any default under this Amendment shall only be effective if made in writing
and signed by the Lender.
5.
If any provision of this Amendment is invalid, ineffective, unenforceable or
illegal for any reason, such decision shall not affect the validity or
enforceability of any or all of the remaining provisions. The Parties agree
that should any provision of this Amendment be invalid or unenforceable, they
shall promptly enter into good faith negotiations to amend such provision in
such a way that, as emended, it is valid and legal and to the maximum extent
possible carries out the original intent of the Parties as to the issues or
issues in question.
6.
The failure of the Lender to exercise any right or power given to it under
this Amendment or to insist upon strict compliance with the terms of this
Amendment by the other Party, shall not constitute a waiver of the terms and
conditions of this Amendment with respect to any subsequent breach thereof,
nor a waiver by the Lender of its rights at any time thereafter to require
strict compliance with all the terms of this Amendment.
7.
The Lender may assign or transfer any of its rights or obligations under this
Amendment without the prior consent of the Borrower. The Borrower shall not,
without the prior written consent of the Lender, assign or transfer any of
its rights and/or obligations under this Amendment, such consent to be
withheld or granted by the Lender in its sole discretion.
8.
This Amendment shall be governed by and construed in accordance with the laws
of the Netherlands without giving effect to the conflicts of laws provisions
thereof.
9.
All disputes, controversies or claims arising out of or in connection with
this Amendment shall be finally settled in accordance with the UNCITRAL
Arbitration Rules in force as of the Effective Date; provided, however, that
the Lender, and only the Lender, may in its sole discretion elect to commence
legal action against the Borrower in the courts (or other relevant tribunal
or forum) of the Czech Republic and the Borrower hereby submits to the
jurisdiction of such Czech courts, tribunals or forums. For the avoidance of
doubt, the Borrower hereby waives any right to commence legal or equitable
action arising out of in connection with any dispute, controversy or claim
arising out of or in connection with this Amendment in any forum, court or
tribunal other than by arbitration in Amsterdam as provided hereinafter below:
9.1.
There shall be 3 (in words: three) arbitrators. The appointing
authority shall be the President of the Amsterdam Chamber of Commerce. If
the appointing authority refuses to act or fails to appoint an arbitrator
within 30 (in words: thirty) days of the receipt of the parties' request
thereof, any party may request the Secretary-General of the Permanent Court
of Arbitration at the Hague to designate an appointing authority.
9.2.
The language of arbitration proceedings shall be English; all
submissions and awards in relation to the arbitration shall be conducted in
English. The place of arbitration shall be Amsterdam.
10.
This Amendment is executed in 6 (in words: six) counterparts in the English
language, with 3 (in words: three) counterparts for each Party.
11.
The provisions of the articles 8., 9. and 10. shall survive the expiration or
termination of this Amendment.
12.
All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be in writing and shall be deemed
validly given upon personal delivery or on the day of being sent by telecopy
or overnight courier service:
12.1.
To the Lender at:
CME Media Enterprises B.V.
▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
with a copy to:
CME Group
▇▇ ▇'▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: ▇▇-▇▇▇-▇▇▇-▇▇▇▇
12.2.
To the Borrower at:
PhDr. ▇▇▇▇▇▇▇▇ o elezny
▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
or at such other address and telecopy number as either Party may designate by
written notice to the other Party.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the
Effective Date.
_________________________ _________________________
the Lender the Borrower
