Fifth Supplementary Loan Agreement ("Agreement")
made on 29 November, 1996
Between
(1) CME MEDIA ENTERPRISES B.V., a limited liability company organized
and existing under the laws of The Netherlands with its registered office at
00 Xxxxxxxxxxx, Xxxxxxxxx, Xxx Xxxxxxxxxxx (hereinafter referred to as
the "Lender"), represented by Xx. Xxxxxxx Xxxxxx;
and
(2) RADIO ALFA a.s., a joint stock company organized and existing under
the laws of the Czech Republic with its registered office at Xx Xxxxxx
00, Xxxxxx 0, Xxxxx Xxxxxxxx, Company Identification Number 00000000,
Bank Account Number CSPO 159650-988/0800 and represented by Ing. Xxxxxx
Xxxxx (hereinafter referred to as the "Borrower").
WHEREAS:
A. The loan agreement which the parties concluded on February 9, 1995
(the "Original Loan Agreement") foresees the possibility of additional
loans being provided by the Lender to the Borrower.
B. The Lender has already provided four additional loans to the
Borrower.
C. The Lender now to proffer and the Borrower wishes to receive a fourth
additional loan facility.
The parties have therefore agreed to the following:
1. THE LOAN
1.1. The Lender shall advance to the Borrower an additional loan in the
amount of twenty million Czech crowns (20.000.000 CZK) ("the Loan
amount").
2. TERMS AND CONDITIONS
2.1. The terms and conditions of the loan and of the entry into effect of
this Agreement shall be identical to those set out in the Original Loan
Agreement, except in the following particulars:
2.1.1. In lieu of a payment schedule, the Loan amount shall be disbursed
in full to the Borrower's aforementioned bank account, within seven (7)
days of the entry into effect of this Agreement.
2.1.2. Article 8 (Approvals) of the Original Loan Agreement shall not
apply to this Agreement. However, the Borrower is obliged to report the
terms of this loan to the Czech National Bank pursuant to its obligation
under the foreign exchange regulations.
2.1.3. Article 9 (Governing law and Interpretation) of the Original Loan
Agreement shall also not apply to this Agreement.
2.2. For the purpose of the securing of this Loan, the equipment of
Radio Alfa, a.s. as described in provision 4.1. of the Original Loan
Agreement, will be increased with all equipment, obtained by Radio Alfa,
a.s., between 11th December 1995 and the date of this contract.
3. GOVERNING LAW AND ARBITRATION
3.1. This Agreement shall be governed by and construed in accordance
with the laws of the Czech Republic. Any dispute that may result from
this transaction shall be resolved by Arbitration court attached to the
Economic Chamber of the Czech Republic and the Agricultural Chamber of
the Czech Republic. Proceedings shall be conducted in the English and
Czech language in accordance with the ICC arbitration rules.
4. ENTRY INTO EFFECT
4.1. This Agreement shall enter into effect upon its signature by the
Parties.
5. COUNTERPARTS, LANGUAGE OF AGREEMENT AND INTERPRETATION
5.1. The Agreement shall be executed in four (4) counterparts, of which
each party shall retain two, one in English and one in Czech.
5.2. The Agreement is executed in both the English and the Czech
languages, but in the event of any dispute the Czech language version
shall govern. In the event of any conflict between the meaning of any
provision in the Agreement and that of the Original Loan Agreement, the
interpretation which most conforms to this Agreement shall prevail.
IN WITNESS HEREOF the parties attach their signatures:
Signed Signed
/s/ /s/
------------------------ ----------------------
for and on behalf of CME for and on behalf of
Media Enterprises B.V. Radio Alfa, a.s.
