Unassociated Document


    
      
EXHIBIT
      10.68

    


    


    (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

            


    

    
      	
            	
              (viii)

            	
              Exhibit
                A.

            


    

     

    
      	
            	
              (4)

            	
              In
                Section 3.04(a) and (c), each reference to “Interest Payment Date” shall
                be amended to read “Quarterly
                Date”.

            


    

     

    
      	
               

            	
              (5)

            	
              The
                table in Schedule 1 shall be substituted with the following
                table:

            


    

     

    
      
        	
                Period

              	
                Commitment

              
	
                Facility
                  Agreement date to 10 May 2009

              	
                €100,000,000

              
	
                11
                  May 2009 to 10 November 2009

              	
                €85,000,000  
                  

              
	
                11
                  November 2009 to 10 May 2010

              	
                €70,000,000  
                  

              
	
                11
                  May 2010 to 10 November 2010

              	
                €55,000,000 
                  

              
	
                11
                  November 2010 to 10 May 2011

              	
                €40,000,000  
                  

              


      

       

       

    

    ARTICLE
      III – FEES, COSTS AND EXPENSES

    


    Section
      3.01.     Fees

    


    (a)         The
      Borrower shall pay to EBRD an amendment fee of 0.05% of the
      Loan.  Such amendment fee shall be due and payable not later than the
      first Disbursement under the New Loan Agreement or seven Business Days after
      the
      date of this Supplemental Agreement, whichever is earlier.


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (b)   
      The charges, commissions and fees referred to in this Supplemental Agreement
      are
      exclusive of any Tax which might be chargeable in connection
      therewith.  If any Tax becomes chargeable, the Borrower shall pay such
      Tax to EBRD at the same time as such charge, commission or fee becomes due
      and
      payable.  For the avoidance of doubt, this Section 3.01(b) shall not
      apply with respect to any Tax assessed on EBRD by reference to the net income
      received or receivable (but not any sum deemed to be received or receivable)
      by
      EBRD.

    


    
      	
              Section
                3.02.

            	
               Costs
                and expenses

            


    

     

    Section
      3.01 shall be without prejudice to the provisions of Section 5.13(b)(3) of
      the
      Original Loan Agreement which shall apply in relation to this Supplemental
      Agreement and the amendments herein to the Original Loan Agreement.

    


    


    ARTICLE
      IV – REPRESENTATIONS AND WARRANTIES

    


    
      	
              Section
                4.01. 

            	
               Representations
                and Warranties

            


    

     

             The
      Borrower hereby represents and warrants as at the date hereof in the terms
      of
      the representations and warranties contained in Section 2 of the Original Loan
      Agreement (other than any representation or warranty thereunder which specifies
      such representation or warranty is provided thereunder “as of the date of this
      Agreement”), with reference to the facts and circumstances subsisting as at the
      date hereof and taking into account this Supplemental Agreement and the
      amendments made by this Supplemental Agreement.

    


    


    ARTICLE
      V - MISCELLANEOUS

     

    
      	
              Section
                5.01.

            	
              Continuation

            


    

     

    (a)    Except
      where inconsistent with the provisions of this Supplemental Agreement, the
      Original Loan Agreement is hereby confirmed and shall remain in full force
      and
      effect.

    


    (b)   
      Save to the extent specifically referred to in this Supplemental Agreement,
      nothing contained in this Supplemental Agreement shall be construed as a waiver,
      variation or amendment of the provisions of the Original Loan
      Agreement.

     

    
      	
              Section
                5.02.

            	
              Governing
                Law

            


    

     

     This
      Supplemental Agreement shall be governed by and construed in accordance with
      English law.


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                5.03.

            	
              Arbitration
                and Jurisdiction

            


    

     

    (a)       Any
      dispute, controversy or claim arising out of or relating to this Supplemental
      Agreement, or the breach, termination or invalidity hereof, shall be settled
      by
      arbitration in accordance with the UNCITRAL Arbitration Rules as at present
      in
      force.  There shall be one arbitrator and the appointing authority
      shall be LCIA.  The seat and place of arbitration shall be London,
      England and the English language shall be used throughout the arbitral
      proceedings.  The parties hereby waive any rights under the
      Arbitration Act 1996 or otherwise to appeal any arbitration award to, or to
      seek
      determination of a preliminary point of law by, the courts of
      England.  The arbitral tribunal shall not be authorised to take or
      provide, and the Borrower agrees that it shall not seek from any judicial
      authority, any interim measures of protection or pre-award relief against EBRD,
      any provisions of the UNCITRAL Arbitration Rules notwithstanding.  The
      arbitral tribunal shall have authority to consider and include in any
      proceeding, decision or award any further dispute properly brought before it
      by
      EBRD (but no other party) insofar as such dispute arises out of any Financing
      Agreement, but, subject to the foregoing, no other parties or other disputes
      shall be included in, or consolidated with, the arbitral
      proceedings.  In any arbitral proceeding, the certificate of EBRD as
      to any amount due to EBRD under any Financing Agreement shall be prima
      facie evidence of such amount unless the findings in such certificate
      involve manifest error.

     

    (b)       Notwithstanding
      Section 5.03(a), this Supplemental Agreement and the other Financing Agreements,
      and any rights of EBRD arising out of or relating to this Supplemental Agreement
      or any other Financing Agreement, may, at the option of EBRD, be enforced by
      EBRD in the courts of Bermuda or England or in any other courts having
      jurisdiction.  For the benefit of EBRD, the Borrower hereby
      irrevocably submits to the non-exclusive jurisdiction of the courts of England
      with respect to any dispute, controversy or claim arising out of or relating
      to
      this Supplemental Agreement or any other Financing Agreement, or the breach,
      termination or invalidity hereof or thereof.  The Borrower hereby
      irrevocably designates, appoints and empowers CME Development Corp. at its
      registered office (being, on the date hereof, at Aldwych House, 81 Aldwych,
      London WC2B 4HN, England) to act as its authorised agent to receive service
      of
      process and any other legal summons in England for purposes of any legal action
      or proceeding brought by EBRD in respect of any Financing
      Agreement.  The Borrower hereby irrevocably consents to the service of
      process or any other legal summons out of such courts by mailing copies thereof
      by registered airmail postage prepaid to its address specified
      herein.  The Borrower covenants and agrees that, so long as it has any
      obligations under this Supplemental Agreement, it shall maintain a duly
      appointed agent to receive service of process and any other legal summons in
      England for purposes of any legal action or proceeding brought by EBRD in
      respect of any Financing Agreement and shall keep EBRD advised of the identity
      and location of such agent.  Nothing herein shall affect the right of
      EBRD to commence legal actions or proceedings against the Borrower in any manner
      authorised by the laws of any relevant jurisdiction.  The commencement
      by EBRD of legal actions or proceedings in one or more jurisdictions shall
      not
      preclude EBRD from commencing legal actions or proceedings in any other
      jurisdiction, whether concurrently or not.  The Borrower irrevocably
      waives any objection it may now or hereafter have on any grounds whatsoever
      to
      the laying of venue of any legal action or proceeding and any claim it may
      now
      or hereafter have that any such legal action or proceeding has been brought
      in
      an inconvenient forum.


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (c)      The
      Borrower agrees to the provisions of this Section 5.03 solely because the
      counterparty to this Supplemental Agreement as at the date hereof is
      EBRD.

     

    
      	
              Section
                5.04.

            	
              Privileges
                and Immunities of EBRD

            


    

     

    Nothing
      in this Supplemental Agreement shall be construed as a waiver, renunciation
      or
      other modification of any immunities, privileges or exemptions of EBRD accorded
      under the Agreement Establishing the European Bank for Reconstruction and
      Development, international convention or any applicable law.

     

    
      	
              Section
                5.05.

            	
              Counterparts

            


    

      
      

      
      This Supplemental Agreement may be executed in several counterparts, each of
      which shall be deemed an original, but all of which together shall constitute
      one and the same agreement.

    

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto, acting through their duly
      authorised representatives, have caused this Supplemental Agreement to be signed
      in their respective names as of the date first above written.

    


    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

    


    

      
        	
                By: 
                  

              	
                /s/
                  Wallace Macmillan

              	 
	 	
                Name: 
                  

              	
                Wallace
                  Macmillan

              	 
	 	
                Title:

              	
                Chief
                  Financial Officer

              	 


      

    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    EUROPEAN
      BANK

    FOR
      RECONSTRUCTION AND DEVELOPMENT

     

     

    
      
        	
                By: 
                  

              	
                /s/
                  Chris Taubman 

              	 
	 	
                Name: 
                  

              	
                Chris
                  Taubman

              	 
	 	
                Title:

              	
                Senior
                  Banker

              	 


      

    

     

     

    -8-