ex10_70.htm


    
      

    

    
      Exhibit 10.70

      


      


      
        

      

    

    
       

      UP TO CZK 3,000,000,000 FACILITY
AGREEMENT

      


      Dated 21
December 2009

      


      


      for

      


      


      CET
21 SPOL. S R.O.

      as
Borrower

      


      


      arranged
by

      


      ERSTE
GROUP BANK AG

      as
Mandated Lead Arranger

      


      


      with

      


      


      ČESKÁ
SPOŘITELNA, A.S.

      as
Facility Agent and Security Agent

      


      


      and

      


      


      THE
COMPANIES

      listed in
Part I of Schedule 1 as Original Guarantors

      


      
        
          

        



      WHITE
& CASE

      advokátní
kancelář

      Na
Příkopě 8

      110 00
Prague 1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      


      Page

      


      
        	
                
1.

              	
                DEFINITIONS
      AND INTERPRETATION

              	
                3

              
	
                2.

              	
                THE
      FACILITY

              	
                49

              
	
                3.

              	
                PURPOSE

              	
                50

              
	
                4.

              	
                CONDITIONS
      OF UTILISATION

              	
                50

              
	
                5.

              	
                UTILISATION
      LOAN

              	
                51

              
	
                6.

              	
                REPAYMENT

              	
                52

              
	
                7.

              	
                EXTENSION
      OF INITIAL TERMINATION DATE

              	
                54

              
	
                8.

              	
                ILLEGALITY,
      VOLUNTARY PREPAYMENT AND CANCELLATION

              	
                56

              
	
                9.

              	
                MANDATORY
      PREPAYMENT

              	
                58

              
	
                10.

              	
                RESTRICTIONS

              	
                58

              
	
                11.

              	
                INTEREST

              	
                59

              
	
                12.

              	
                INTEREST
      PERIODS

              	
                60

              
	
                13.

              	
                CHANGES
      TO THE CALCULATION OF INTEREST

              	
                61

              
	
                14.

              	
                FEES

              	
                63

              
	
                15.

              	
                TAX
      GROSS UP AND INDEMNITIES

              	
                64

              
	
                16.

              	
                INCREASED
      COSTS

              	
                68

              
	
                17.

              	
                OTHER
      INDEMNITIES

              	
                69

              
	
                18.

              	
                MITIGATION
      BY THE LENDERS

              	
                71

              
	
                19.

              	
                COSTS
      AND EXPENSES

              	
                71

              
	
                20.

              	
                GUARANTEE
      AND INDEMNITY

              	
                72

              
	
                21.

              	
                REPRESENTATIONS

              	
                76

              
	
                22.

              	
                INFORMATION
      UNDERTAKINGS

              	
                84

              
	
                23.

              	
                FINANCIAL
      COVENANTS

              	
                89

              
	
                24.

              	
                GENERAL
      UNDERTAKINGS

              	
                95

              
	
                25.

              	
                EVENTS
      OF DEFAULT

              	
                105

              
	
                26.

              	
                CHANGES
      TO THE LENDERS

              	
                110

              
	
                27.

              	
                RESTRICTION
      ON DEBT PURCHASE TRANSACTIONS

              	
                115

              
	
                28.

              	
                CHANGES
      TO THE OBLIGORS

              	
                116

              
	
                29.

              	
                ROLE
      OF THE FACILITY AGENT, THE SECURITY AGENT, THE ARRANGER AND
      OTHERS

              	
                116

              
	
                30.

              	
                CONDUCT
      OF BUSINESS BY THE FINANCE PARTIES

              	
                127

              
	
                31.

              	
                SHARING
      AMONG THE FINANCE PARTIES

              	
                127

              
	
                32.

              	
                PAYMENT
      MECHANICS

              	
                129

              
	
                33.

              	
                SET-OFF

              	
                133

              
	
                34.

              	
                NOTICES

              	
                133

              
	
                35.

              	
                CALCULATIONS
      AND CERTIFICATES

              	
                136

              
	
                36.

              	
                PARTIAL
      INVALIDITY

              	
                136

              
	
                37.

              	
                REMEDIES
      AND WAIVERS

              	
                137

              


         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        	
                38.

              	
                AMENDMENTS
      AND WAIVERS

              	
                137

              
	
                39.

              	
                CONFIDENTIALITY

              	
                141

              
	
                40.

              	
                COUNTERPARTS

              	
                145

              
	
                41.

              	
                GOVERNING
      LAW

              	
                145

              
	
                42.

              	
                ENFORCEMENT

              	
                146

              


      

      
        	
                SCHEDULE
      1 THE ORIGINAL PARTIES

              	
                147

              
	
                SCHEDULE
      2 CONDITIONS PRECEDENT

              	
                149

              
	
                SCHEDULE
      3 UTILISATION REQUEST

              	
                156

              
	
                SCHEDULE
      4 MANDATORY COST FORMULA

              	
                157

              
	
                SCHEDULE
      5 FORM OF TRANSFER CERTIFICATE

              	
                160

              
	
                SCHEDULE
      6 FORM OF ASSIGNMENT AGREEMENT

              	
                163

              
	
                SCHEDULE
      7 FORM OF ACCESSION DEED

              	
                166

              
	
                SCHEDULE
      8 FORM OF COMPLIANCE CERTIFICATE

              	
                168

              
	
                SCHEDULE
      9 LMA FORM OF CONFIDENTIALITY UNDERTAKING

              	
                169

              
	
                SCHEDULE 10
      TIMETABLES

              	
                173

              
	
                SCHEDULE
      11 GROUP STRUCTURE CHART

              	
                174

              
	
                SCHEDULE
      12 EXISTING SECURITY

              	
                175

              
	
                SCHEDULE
      13 SUPPLEMENTARY SECURITY AGENT PROVISIONS

              	
                176

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      THIS AGREEMENT is dated 21
December 2009 and made between:

      


      
        	
                (1)

              	
                CET 21 SPOL. S R.O. (the
      “Borrower”);

              


      

      


      
        	
                (2)

              	
                THE COMPANIES listed in
      Part I of Schedule 1 (The Original Parties)
      as original guarantors (the “Original
      Guarantors”);

              


      

      


      
        	
                (3)

              	
                ERSTE GROUP BANK AG as
      mandated lead arranger (the “Arranger”);

              


      

      


      
        	
                (4)

              	
                THE FINANCIAL INSTITUTIONS
      listed in Part II of Schedule 1 (The Original Parties)
      as lenders (the “Original
      Lenders”);

              


      

      


      
        	
                (5)

              	
                ČESKÁ
      SPOŘITELNA, A.S. as agent for the Finance Parties (the “Facility Agent”);
      and

              


      

      


      
        	
                (6)

              	
                ČESKÁ
      SPOŘITELNA, A.S. as security agent for the Secured Parties
      (the “Security
      Agent”).

              


      

      


      IT IS AGREED as
follows:

      


      SECTION 1

      INTERPRETATION

      


      
        	
                1.

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

      


      
        	
                1.1

              	
                Definitions

              


      

      


      In this
Agreement:

      


      “Acceptable Bank”
means:

      


      
        	
                 
      

              	
                (a)

              	
                a
      bank or financial institution which has a rating for its long-term
      unsecured and non credit-enhanced debt obligations of A- or higher by
      Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd
      or P-1 or higher by Moody’s Investor Services Limited or a comparable
      rating from an internationally-recognised credit rating agency;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      other bank or financial institution approved by the Facility
      Agent.

              


      

      


      “Accession Deed” means a
document substantially in the form set out in Schedule 7 (Form of Accession
Deed).

      


      “Accounting Principles” means
(as applicable) generally accepted accounting principles:

      


      
        	
                 
      

              	
                (a)

              	
                in
      the Czech Republic, in the case of the
Borrower;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      the Slovak Republic, in the case of each Slovak
  Obligor;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                in
      the Netherlands, in the case of each Dutch Obligor;
  or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                in
      the United States of America, in the case of the
  Parent,

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      including
IFRS.

      


      “Additional Cost Rate” has the
meaning given to it in Schedule 4 (Mandatory Cost
Formula).

      


      “Additional Guarantor” means a
company which becomes an Additional Guarantor in accordance with Clause 28
(Changes to the
Obligors).

      


      “Additional Lender” means any
bank or financial institution which becomes an Additional Lender by executing
and delivering to the Facility Agent a duly completed Accession Deed in
accordance with 26 (Changes to
the Lenders).

      


      “Additional Obligor” means an
Additional Guarantor.

      


      “Affiliate” means, in relation
to any person, a Subsidiary of that person or a Holding Company of that person
or any other Subsidiary of that Holding Company.

      


      “Agent’s Spot Rate of Exchange”
means the Facility Agent’s spot rate of exchange for the purchase of the
relevant currency with CZK in the Prague foreign exchange market at or about
11:00 a.m. CET on a particular day.

      


      “Alternative Market Disruption
Event” has the meaning given to that term in Clause 13.2 (Market
disruption).

      


      “Alternative Reference Bank
Rate” has the meaning given to that term in Clause 13.3 (Alternative Reference Bank
Rate).

      


      “Alternative Reference Banks”
means the principal Prague offices of Československá obchodní
banka, a.s., Raiffeisenbank a.s. and HSBC Bank plc - pobočka
Praha or such other banks as may be appointed by the Facility Agent in
consultation with the Borrower.

      


      “Assignment Agreement” means an
agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement)
or any other form agreed between the relevant assignor and
assignee.

      


      “Auditors” means one of
PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or any
other firm approved in writing by the Majority Lenders (such approval not to be
unreasonably withheld or delayed).

      


      “Authorisation” means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.

      


      “Availability Period” means the
period from and including the date of this Agreement to and including the date
falling two (2) Months after the date of this Agreement.

      


      “Available Commitment” means a
Lender’s Commitment under the Facility minus:

      


      
        	
                 
      

              	
                (a)

              	
                the
      amount of its participation in any outstanding Loans;
  and

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                in
      relation to any proposed Loan, the amount of its participation in any
      other Loans that are due to be made on or before the proposed Utilisation
      Date.

              


      

      


      “Available Facility” means the
aggregate for the time being of each Lender’s Available Commitment.

      


      “Borrower Change of Control”
means the occurrence of any of the following events:

      


      
        	
                 
      

              	
                (a)

              	
                any
      person or group of persons acting in concert, in each case other than one
      or more Permitted Borrower Holders, gains direct or indirect control of
      the Borrower;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      sale, lease, licence, transfer, conveyance, loan or other disposal (other
      than by way of amalgamation, merger or consolidation) by the Borrower
      (whether by a voluntary or involuntary single transaction or series of
      transactions), of all or substantially all of the assets of the Borrower;
      or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      Borrower ceases to control (directly or indirectly) CME Slovak Holdings
      B.V. or Markiza;

              


      

      


      For the
purposes of this definition:

      


      
        	
                 
      

              	
                (a)

              	
                “control” of the
      Borrower, Markiza or CME Slovak Holdings B.V., as applicable,
      means:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      power (whether by way of ownership of shares, proxy, contract, agency or
      otherwise) to:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                cast,
      or control the casting of, more than 662⁄3 per cent. of the maximum number
      of votes that might be cast at a general meeting of the Borrower, Markiza
      or CME Slovak Holdings B.V., as
applicable;

              


      

      


      
        	
                 
      

              	
                (B)

              	
                appoint
      or remove all, or the majority, of the statutory executives (jednatelé) of the
      Borrower or Markiza or directors of CME Slovak Holdings B.V., as
      applicable; and

              


      

      


      
        	
                 
      

              	
                (C)

              	
                give
      directions with respect to the operating and financial policies of the
      Borrower, Markiza or CME Slovak Holdings B.V., as applicable, with which
      the statutory executives (jednatelé) of the
      Borrower or Markiza or directors of CME Slovak Holdings B.V., as
      applicable, are obliged to comply;
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      holding beneficially of ownership interest (or other form of
      participation) representing more than 662⁄3 per cent. of the registered
      voting capital of the Borrower, Markiza or CME Slovak Holdings B.V., as
      applicable; and

              


      

      


      
        	
              	
                (b) 

              	
                “acting in concert”
      means, a group of persons who, pursuant to an agreement or understanding
      (whether formal or informal), actively co-operate, through the acquisition
      directly or indirectly of the ownership interest (or other form of
      participation) in the Borrower or CME Slovak Holdings B.V., as applicable,
      by any of them, either directly or indirectly, to obtain or consolidate
      control of the Borrower or CME Slovak Holdings B.V., as
      applicable.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Borrower’s Business Plan”
means the PDF printout of MS Excel file named “CET 21 financial model -
2009-09-11” containing financial model and projections as per management base
case relating to the Borrower on the consolidated basis (including, for the
avoidance of doubt, Markiza), prepared by the Borrower, addressed to the
Arranger, and/or capable of being relied upon, by the Reliance Parties and
delivered by the Borrower to the Facility Agent under Clause 4.1 (Initial conditions
precedent).

      


      “Borrowings” has the meaning
given to that term in Clause 23.1 (Financial
definitions).

      


      “Break Costs” means the amount
(if any) by which:

      


      
        	
                 
      

              	
                (a)

              	
                the
      interest which a Lender should have received for the period from the date
      of receipt of all or any part of its participation in a Loan or Unpaid Sum
      to the last day of the current Interest Period in respect of that Loan or
      Unpaid Sum, had the principal amount or Unpaid Sum received been paid on
      the last day of that Interest
Period;

              


      

      


      exceeds:

      


      
        	
                 
      

              	
                (b)

              	
                the
      amount which that Lender would be able to obtain by placing an amount
      equal to the principal amount or Unpaid Sum received by it on deposit with
      a leading bank in the Prague interbank market for a period starting on the
      Business Day following receipt or recovery and ending on the last day of
      the current Interest Period.

              


      

      


      “Broadcasting Licences”
means:

      


      
        	
                 
      

              	
                (a)

              	
                License
      no. T/41, dated August 7, 1995 (Markiza analogue, satellite, cable and
      digital pilot); and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                License
      no. 001/1993, file no. R/060/93, dated February 9, 1993 (NOVA
      terrestrial).

              


      

      


      “Business Day” means a day
(other than a Saturday or Sunday) on which banks are open for general business
in London and Prague and (in relation to any date for payment or purchase of a
currency other than euro) the principal financial centre of the country of that
currency.

      


      “Capital Expenditure” has the
meaning given to that term in Clause 23.1 (Financial
definitions).

      


      “Cash” means, at any time, cash
in hand or at a bank and (in the latter case) credited to an account in the name
of a member of the Group with an Acceptable Bank and to which a member of the
Group is alone (or together with other members of the Group) beneficially
entitled and for so long as:


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                that
      cash is repayable on demand;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                repayment
      of that cash is not contingent on the prior discharge of any other
      indebtedness of any member of the Group or of any other person whatsoever
      or on the satisfaction of any other
condition;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                there
      is no Security over that cash except for Transaction Security or any
      Permitted Security constituted by a netting or set-off arrangement entered
      into by the Obligors in the ordinary course of their banking arrangements;
      and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                the
      cash is freely and (except as mentioned in paragraph (a) above)
      immediately available to be applied in repayment or prepayment of the
      Facility.

              


      

      


      “Cash Equivalent Investments”
means at any time:

      


      
        	
                 
      

              	
                (a)

              	
                certificates of deposit or time deposits maturing within one year
      after the relevant date of calculation and overnight deposits in each case
      issued by or with an Acceptable Bank;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      investment in marketable debt obligations issued or guaranteed by the
      government of the United States of America, the United Kingdom, any member
      state of the European Economic Area or any Participating Member State or
      by an instrumentality or agency of any of them having an equivalent credit
      rating, maturing within one year after the relevant date of calculation
      and not convertible or exchangeable to any other
  security;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                commercial
      paper not convertible or exchangeable to any other
    security:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                for
      which a recognised trading market
exists;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                issued
      by an issuer incorporated in the United States of America, the United
      Kingdom, any member state of the European Economic Area or any
      Participating Member State;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                which
      matures within one year after the relevant date of calculation;
      and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                which
      has a credit rating of either A-1 or higher by Standard & Poor’s
      Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by
      Moody’s Investor Services Limited, or, if no rating is available in
      respect of the commercial paper, the issuer of which has, in respect of
      its long-term unsecured and non-credit enhanced debt obligations, an
      equivalent rating;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      investment in money market funds which (i) have a credit rating of
      either A-1 or higher by Standard & Poor’s Rating Services or F1 or
      higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services
      Limited, (ii) which invest substantially all their assets in
      securities of the types described in paragraphs (a) to (c) above and
      (iii) can be turned into cash on not more than 30 days’ notice;
      or

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (e)

              	
                any
      other debt security approved by the Majority
  Lenders,

              


      

      


      in each
case to which a member of the Group is alone (or together with other members of
the Group) beneficially entitled at that time and which is not issued or
guaranteed by any member of the Group or subject to any Security (other than
Security arising under the Transaction Security Documents).

      


      “Cashflow” has the meaning
given to that term in Clause 23.1 (Financial
definitions).

      


      “CET Loan Agreement” means the
loan agreement made between CME Media Enterprises B.V. and the Borrower
(formerly PGT Corporation s.r.o) on 2 May 2005 (as amended) and as assigned and
transferred by CME Media Enterprises B.V. to CME Romania B.V. under a novation
agreement made between CME Media Enterprises B.V.,  CME Romania B.V. and
the Borrower on 17 December 2009.

      


      
        	
                 
      

              	
                “Change of Control” means
      the occurrence of any of the following
events:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                a
      Borrower Change of Control; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a
      Parent Change of Control.

              


      

      


      “Charged Property” means all of
the assets of the Obligors which from time to time are, or are expressed to be,
the subject of the Transaction Security.

      


      
        “CME
Change of Control” means the
occurrence of any of the following events:

      

      


      
        	
                 
      

              	
                (a)

              	
                any
      “person” or “group” of related persons, other than one or more Permitted
      Borrower Holders, is or becomes the beneficial owner, directly or
      indirectly, of more than 35% of the total voting power of the Voting Stock
      of the Parent and the Permitted Borrower Holders beneficially own,
      directly or indirectly, in the aggregate a lesser percentage of the total
      voting power of the Voting Stock of the Parent than such person or
      group;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      sale, lease, transfer, conveyance or other disposition (other than by way
      of amalgamation, merger or consolidation), in one or a series of related
      transactions, of all or substantially all of the assets of the Parent and
      the Restricted Subsidiaries taken as a whole to any “person” other than
      the Permitted Borrower Holder;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      first day on which a majority of the members of the Board of Directors are
      not Continuing Directors; or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                the
      adoption by the shareholders of the Parent of a plan relating to the
      liquidation or dissolution of the
Parent.

              


      

      


      
        	
                 
      

              	
                For
      purposes of this definition:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                “person” and “group” have the meanings
      they have in Sections 13(d) and 14(d) of the U.S. Exchange
      Act;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                “beneficial owner” is used as
      defined in Rules 13d-3 and 13d-5 under the U.S. Exchange Act, except that
      a person shall be deemed to have “beneficial ownership” of all shares that
      such person has the right to acquire, whether such right is exercisable
      immediately or only after the passage of
time;

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                a
      person will be deemed to beneficially own any Voting Stock of an entity
      held by a parent entity, if such person is the beneficial owner, directly
      or indirectly, of more than 35% of the voting power of the Voting Stock of
      such parent entity and the Permitted Borrower Holders beneficially own,
      directly or indirectly, in the aggregate a lesser percentage of the voting
      power of the Voting Stock of such parent
entity;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                a
      “Continuing Director” means any
      member of the Board of Directors who was a member of such Board of
      Directors on 17 September 2009 or was nominated for election or was
      elected to such Board of Directors with the approval of the majority of
      Continuing Directors who were members of such Board of Directors at the
      time of such nomination or
election;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                “Board of Directors” means the
      board of directors of the Parent or any committee thereof duly authorized
      to act on behalf of such board;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                “Voting Stock” of a person means
      all classes of Capital Stock of such person then outstanding and normally
      entitled to vote in the election of members of the board of directors or a
      management board, directors or persons acting in a similar capacity on
      similar corporate bodies;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                “Capital Stock” of a person means
      any and all shares, interests, rights to purchase, warrants, options,
      participations or other equivalents of or interests in (however
      designated) equity of such corporation (including any preferred stock but
      excluding any debt securities convertible into such equity of such
      corporation;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                “Unrestricted Subsidiary” means at any
      time:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      of International Media Services Ltd., CME Ukraine Holding GmbH, Innova
      Film GmbH, CME Cyprus Holding Ltd., Grizard Investments Limited, Grintwood
      Investments Limited, TV Media Planet Ltd., 1 + 1 Production, Studio 1+1
      LLC, Ukrainian Media Services LLC, Ukrpromtorg-2003 LLC, Gravis-Kino LLC,
      TV Stimul LLC, TOR LLC, ZHYSA LLC, Top Tone Media S.A., Zopal S.A., PRO BG
      MEDIA EOOD, LG Consult EOOD, Top Tone Media Bulgaria EOOD, Ring TV EAD and
      CME Development Financing B.V.;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      Subsidiary of any of the persons listed in (i) above;
  and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                any
      Subsidiary of the Parent which is designated by the Board of Directors an
      “Unrestricted Subsidiary”, provided that such designation by the Board of
      Directors be evidenced by the Borrower (or Parent) by filing (within 5
      days from the filing of such documents to the Trustee) with the Facility
      Agent:

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (x)

              	
                either
      a copy of the resolution of the Board of Directors or a true and correct
      extract of the resolution of the Board of Directors being filed with the
      Trustee and giving effect to such designation;
  and

              


      

      


      
        	
                 
      

              	
                (y)

              	
                a
      copy of the certificate signed by the Parent’s two authorized officers
      being filed with the Trustee and certifying that such designation complies
      with the conditions set out in (A) through (F)
  below;

              


      

      


      provided
in each case that:

      


      
        	
                 
      

              	
                (A)

              	
                such
      person is at such time a Subsidiary of the
  Parent;

              


      

      


      
        	
                 
      

              	
                (B)

              	
                neither
      such person nor any of its Subsidiaries owns at such time any Capital
      Stock or Indebtedness of or have any investment in, or own or hold any
      Security on any property of, any other Subsidiary of the Parent which is
      not a Subsidiary of such person or otherwise an Unrestricted
      Subsidiary;

              


      

      


      
        	
                 
      

              	
                (C)

              	
                all
      the Indebtedness of such person and its Subsidiaries shall, at the date of
      designation, and will at all times thereafter, consist of Non-Recourse
      Debt;

              


      

      


      
        	
                 
      

              	
                (D)

              	
                such
      person, either alone or in the aggregate with all other Unrestricted
      Subsidiaries, does not operate, directly or indirectly, all or
      substantially all of the business of the Parent and its
      Subsidiaries;

              


      

      


      
        	
                 
      

              	
                (E)

              	
                such
      person is a person with respect to which neither the Parent nor any of its
      Restricted Subsidiaries has any direct or indirect
    obligation:

              


      

      


      
        	
                 
      

              	
                (x)

              	
                to
      subscribe for additional Capital Stock of such person;
  or

              


      

      


      
        	
                 
      

              	
                (y)

              	
                to
      maintain or preserve such person’s financial condition or to cause such
      person to achieve any specified levels of operating results;
      and

              


      

      


      
        	
                 
      

              	
                (F)

              	
                in
      relation to any person referred to under paragraph (iii), on the date such
      person is designated an Unrestricted Subsidiary by the Board of Directors,
      such person is not a party to any agreement, contract, arrangement or
      understanding with the Parent or any Restricted Subsidiary with terms
      substantially less favorable to the Parent than those that might have been
      obtained from persons who are not Affiliates of the
  Parent;

              


      

      


      but
excluding any such Unrestricted Subsidiary that has been redesignated as a
Restricted Subsidiary by the Board of Directors, provided that such
redesignation by the Board of Directors be evidenced by the Borrower (or Parent)
by filing (on the date being the later of: a) 5 days from the filing (if any) of
the below mentioned documents to the Trustee, or b) 5 days from the adoption of
the below mentioned resolution by Board of Directors) with the Facility
Agent:


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (x)

              	
                either
      a copy of the resolution of the Board of Directors or a true and correct
      extract of the resolution of the Board of Diretors giving effect to such
      redesignation; and

              


      

      


      
        	
                 
      

              	
                (y)

              	
                a
      copy of the certificate signed by the Parent’s two authorized officers
      certifying that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                no
      default or event of default shall have occurred under the Parent 2009
      Indenture and be continuing or would occur as a consequence of such
      redesignation;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Parent could incur at least €1.00 of additional Indebtedness under Section
      4.3(a) of the Parent 2009 Indenture on a pro forma basis taking
      into account such redesignation;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                “Restricted Subsidiary”
      means at any time any Subsidiary of the Parent other than an Unrestricted
      Subsidiary; and

              


      

      


      
        	
                 
      

              	
                (j)

              	
                “Non-Recourse Debt” means
      Indebtedness:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                as
      to which neither the Parent nor any Restricted
  Subsidiary:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                provides
      any guarantee or credit support of any kind (including any undertaking,
      guarantee, indemnity, agreement or instrument that would constitute
      Indebtedness); or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                is
      directly or indirectly liable (as a guarantor or otherwise);
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                no
      default with respect to which (including any rights that the holders
      thereof may have to take enforcement action against an Unrestricted
      Subsidiary) would permit (upon notice, lapse of time or both) any holder
      of any other Indebtedness of the Parent or any Restricted Subsidiary to
      declare a default under such other Indebtedness or cause the payment
      thereof to be accelerated or payable prior to its stated
      maturity.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                “Indebtedness” means,
      with respect to any person on any date of determination (without
      duplication):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      principal of and premium (if any) in respect of indebtedness of such
      person for borrowed money;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      principal of and premium (if any) in respect of obligations of such person
      evidenced by bonds, debentures, notes or other similar
      instruments;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      principal component of all obligations of such person in respect of
      letters of credit, bankers’ acceptances or other similar instruments
      (including reimbursement obligations with respect thereto except to the
      extent such reimbursement obligation relates to a trade payable and such
      obligation is satisfied within 30 days of incurrence of relevant
      Indebtedness);

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iv)

              	
                the
      principal component of all obligations of such person to pay the deferred
      and unpaid purchase price of property (except trade payables), which
      purchase price is due more than six months after the date of placing such
      property in service or taking delivery and title
  thereto;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                Capitalized
      Lease Obligations and all Attributable Indebtedness of such
      person;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                the
      principal component or liquidation preference of all obligations of such
      person with respect to the redemption, repayment or other repurchase of
      any Disqualified Stock or, with respect to any Subsidiary, any preferred
      stock (but excluding, in each case, any accrued
  dividends);

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                the
      principal component of all Indebtedness of other persons secured by a
      Security on any asset of such person, whether or not such Indebtedness is
      assumed by such person; provided, however, that the amount of such
      Indebtedness will be the lesser of (a) the fair market value of such asset
      at such date of determination and (b) the amount of such Indebtedness of
      such other persons;

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                the
      principal component of Indebtedness of other persons to the extent
      Guaranteed by such person; and

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                to
      the extent not otherwise included in this definition, net obligations of
      such Person under Treasury Transactions (the amount of any such
      obligations to be equal at any time to the termination value of such
      agreement or arrangement giving rise to such obligation that would be
      payable by such person at such
time).

              


      

      


      
        	
                 
      

              	 	
                The
      amount of Indebtedness of any Person at any date will be the outstanding
      balance at such date of all unconditional obligations as described above
      and the maximum liability, upon the occurrence of the contingency giving
      rise to the obligation, of any contingent obligations at such
      date.

              


      

      


      
        	
                 
      

              	 	
                In
      addition, “Indebtedness” of any
      person shall include Indebtedness described in the preceding paragraph
      that would not appear as a liability on the balance sheet of such person
      if:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                such
      Indebtedness is the obligation of a partnership or Joint Venture that is
      not a Restricted Subsidiary;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                such
      person or a Restricted Subsidiary of such person is a general partner of
      the Joint Venture (a “General Partner”);
      and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                there
      is recourse, by contract or operation of law, with respect to the payment
      of such Indebtedness to property or assets of such person or a Restricted
      Subsidiary of such person; and then such Indebtedness shall be included in
      an amount not to exceed:

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (A)

              	
                the
      lesser of (x) the net assets of the General Partner and (y) the amount of
      such obligations to the extent that there is recourse, by contract or
      operation of law, to the property or assets of such person or a Restricted
      Subsidiary of such person; or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                if
      less than the amount determined pursuant to clause (A) immediately above,
      the actual amount of such Indebtedness that is recourse to such person or
      a Restricted Subsidiary of such person, if the Indebtedness is evidenced
      by a writing and is for a determinable amount and the related interest
      expense shall be included in Consolidated Interest Expense to the extent
      actually paid by the Parent or its Restricted
  Subsidiaries.

              


      

      


      
        	
                 
      

              	
                (l)

              	
                “Stated Maturity” means,
      with respect to any security, the date specified in such security as the
      fixed date on which the payment of principal of such security is due and
      payable, including pursuant to any mandatory redemption provision, but
      shall not include any contingent obligations to repay, redeem or
      repurchase any such principal prior to the date originally scheduled for
      the payment thereof.

              


      

      


      
        	
                 
      

              	
                (m)

              	
                “Capitalized Lease
      Obligations” means an obligation that is required to be classified
      and accounted for as a capitalized lease for financial reporting purposes
      in accordance with the Accounting Principles, and the amount of
      Indebtedness represented by such obligation will be the capitalized amount
      of such obligation at the time any determination thereof is to be made as
      determined in accordance with the Accounting Principles, and the Stated
      Maturity thereof will be the date of the last payment of rent or any other
      amount due under such lease prior to the first date such lease may be
      terminated without penalty.

              


      

      


      
        	
                 
      

              	
                (n)

              	
                “Sale/Leaseback
      Transaction” means an arrangement relating to property now owned or
      hereafter acquired whereby the Parent or a Restricted Subsidiary transfers
      such property to a person and the Parent or a Restricted Subsidiary leases
      it from such person.

              


      

      


      
        	
                 
      

              	
                (o)

              	
                “Attributable Indebtedness” in
      respect of a Sale/Leaseback Transaction means, as at the time of
      determination, the present value (discounted at the interest rate borne by
      the Parent Fixed Rate Notes, compounded semi-annually) of the total
      obligations of the lessee for rental payments during the remaining term of
      the lease included in such Sale/Leaseback Transaction (including any
      period for which such lease has been
extended).

              


      

      


      
        	
                 
      

              	
                (p)

              	
                “Guarantee” means any
      obligation, contingent or otherwise, of any person directly or indirectly
      guaranteeing any Indebtedness of any other person and any obligation,
      direct or indirect, contingent or otherwise, of such
    person:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      purchase or pay (or advance or supply funds for the purchase or payment
      of) such Indebtedness of such other person (whether arising by virtue of
      partnership arrangements, or by agreement to keep-well, to purchase
      assets, goods, securities or services, to take-or-pay, or to maintain
      financial statement conditions or otherwise);
or

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                entered
      into for purposes of assuring in any other manner the obligee of such
      Indebtedness of the payment thereof or to protect such obligee against
      loss in respect thereof (in whole or in part); provided, however, that
      the term “Guarantee” will not
      include endorsements for collection or deposit in the ordinary course of
      business. The term “Guarantee” used as a
      verb has a corresponding meaning.

              


      

      


      
        	
                 
      

              	
                (q)

              	
                “Consolidated Interest Expense”
      means, for any period, the total interest expense of the Parent and its
      consolidated Restricted Subsidiaries, whether paid or accrued, plus, to
      the extent not included in such interest
  expense:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                interest
      expense attributable to Capitalized Lease Obligations and the interest
      portion of rent expense associated with Attributable Indebtedness in
      respect of the relevant lease giving rise thereto, determined as if such
      lease were a capitalized lease in accordance with GAAP and the interest
      component of any deferred payment
obligations;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                amortization
      of debt discount and debt issuance
cost;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                non-cash
      interest expense;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                commissions,
      discounts and other fees and charges owed with respect to letters of
      credit and bankers’ acceptance
financing;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                interest
      actually paid by the Issuer or any such Restricted Subsidiary under any
      Guarantee of Indebtedness or other obligation of any other
      person;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                net
      costs associated with the obligations of such person in respect of any
      Treasury Transactions (including amortization of
  fees);

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                the
      consolidated interest expense of such person and its Restricted
      Subsidiaries that was capitalized during such
  period;

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                all
      dividends paid or payable in cash, cash equivalents or Indebtedness or
      accrued during such period on any series of Disqualified Stock of such
      Person or on preferred Stock of its Restricted Subsidiaries payable to a
      party other than the Parent or a Restricted Subsidiary;
  and

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                the
      cash contributions to any employee stock ownership plan or similar trust
      to the extent such contributions are used by such plan or trust to pay
      interest or fees to any Person (other than the Parent) in connection with
      Indebtedness incurred by such plan or trust; provided, however, that there
      will be excluded therefrom any such interest expense of any Unrestricted
      Subsidiary to the extent the related Indebtedness is not Guaranteed or
      paid by the Parent or any Restricted
Subsidiary.

              


      

      



      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      Notwithstanding
the foregoing, any capitalized or other costs incurred by the Parent and its
Restricted Subsidiaries relating to the early extinguishment of Indebtedness
shall not be included in the calculation of Consolidated Interest
Expense.

      


      For
purposes of the foregoing, total interest expense will be determined after
giving effect to any net payments made or received by the Parent and its
Subsidiaries with respect to interest rate Treasury Transactions.

      


      
        	
                 
      

              	
                (r)

              	
                “Disqualified Stock” means, with
      respect to any person, any Capital Stock of such Person which by its terms
      (or by the terms of any security into which it is convertible or for which
      it is exchangeable) or upon the happening of any
  event:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                matures
      or is mandatorily redeemable pursuant to a sinking fund obligation or
      otherwise;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                is
      convertible or exchangeable for Indebtedness or Disqualified Stock
      (excluding Capital Stock which is convertible or exchangeable solely at
      the option of the Parent or a Restricted Subsidiary);
  or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                is
      redeemable at the option of the holder of the Capital Stock thereof, in
      whole or in part,

              


      

      


      in each
case, on or prior to the date that is 91 days after the date (a) on which the
Parent Fixed Rate Notes mature or (b) on which there are no Parent Fixed Rate
Notes outstanding, provided that only the portion of Capital Stock which so
matures or is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date will be deemed
to be Disqualified Stock.

      


      
        	
                 
      

              	
                (s)

              	
                “Trustee” means The Bank
      of New York Mellon, acting through its London Branch, or such other person
      for the time being appointed as the “Trustee” under the Parent 2009
      Indenture.

              


      

      


      “CME Media Enterprises” means
CME Media Enterprises B.V., a company organized under the laws of the
Netherlands and having its registered office at Dam 5B 1012 JS, Amsterdam, the
Netherlands.

      


      “CME Rating Decline” shall be
deemed to occur if on the 60th day following the occurrence of a CME Change of
Control the rating of any of the Parent Notes by either Rating Agency shall have
been either (i) withdrawn or (ii) downgraded, by one or more degradations, from
the ratings in effect on the Rating Date.

      


      For the
purposes of this definition:

      


      
        	
                 
      

              	
                (a)

              	
                “Rating Agency”
      means  Moody’s or S&P and if Moody’s or S&P shall not
      make a rating of the Parent Notes publicly available, an internationally
      recognized securities rating agency or agencies, as the case may be, which
      shall be substituted for Moody’s or S&P or each of them as the case
      may be; and

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                “Rating Date” means the
      date which is the day prior to the initial public announcement by the
      Parent or the proposed acquirer that (i) the acquirer has entered into one
      or more binding agreements with the Parent and/or shareholders of the
      Parent that would give rise to a CME Change of Control or (ii) the
      proposed acquirer has commenced an offer to acquire outstanding Voting
      Stock of the Parent.

              


      

      


      “Commitment”
means:

      


      
        	
                 
      

              	
                (a)

              	
                in
      relation to an Original Lender, the amount in CZK set opposite its name
      under the heading “Commitment” in Part II of Schedule 1 (The Original Parties)
      and the amount of any other Commitment transferred to it under this
      Agreement; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      relation to an Additional Lender, the amount in CZK indicated as its
      Commitment in the relevant Accession Deed;
and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                in
      relation to any other Lender, the amount in CZK of any Commitment
      transferred to it under this
Agreement,

              


      

      


      to the
extent not cancelled, reduced or transferred by it under this
Agreement.

      


      “Compliance Certificate” means
a certificate substantially in the form set out in Schedule 8 (Form of Compliance
Certificate).

      


      “Confidential Information”
means all information relating to the Borrower, any Obligor, the Parent Group,
the Finance Documents or the Facility of which a Finance Party becomes aware in
its capacity as, or for the purpose of becoming, a Finance Party or which is
received by a Finance Party in relation to, or for the purpose of becoming a
Finance Party under, the Finance Documents or the Facility from
either:

      


      
        	
                 
      

              	
                (a)

              	
                any
      member of the Parent Group or any of its advisers;
  or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                another
      Finance Party, if the information was obtained by that Finance Party
      directly or indirectly from any member of the Parent Group or any of its
      advisers,

              


      

      


      in
whatever form, and includes information given orally and any document,
electronic file or any other way of representing or recording information which
contains or is derived or copied from such information but excludes information
that:

      


      
        	
                 
      

              	
                (i)

              	
                is
      or becomes public information other than as a direct or indirect result of
      any breach by that Finance Party of Clause 39 (Confidentiality);

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                is
      identified in writing at the time of delivery as non-confidential by any
      member of the Parent Group or any of its advisers;
  or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                is
      known by that Finance Party before the date the information is disclosed
      to it in accordance with paragraphs (a) or (b) above or is lawfully
      obtained by that Finance Party after that date, from a source which is, as
      far as that Finance Party is aware, unconnected with the Parent Group and
      which, in either case, as far as that Finance Party is aware, has not been
      obtained in breach of, and is not otherwise subject to, any obligation of
      confidentiality.

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      “Confidentiality Undertaking”
means a confidentiality undertaking substantially in a recommended form of the
LMA as set out in Schedule 9 (LMA Form of Confidentiality
Undertaking) or in any other form agreed between the Borrower and the
Facility Agent.

      


      “Consolidation Date” means the last date of
the Availability Period.

      


      “CZK”, “Czech Crown” or “Czech crowns” means
the lawful currency of the Czech Republic.

      


      “Debt Purchase Transaction”
means, in relation to a person, a transaction where such person:

      


      
        	
                 
      

              	
                (a)

              	
                purchases
      by way of assignment or transfer;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                enters
      into any sub-participation in respect of;
or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                enters
      into any other agreement or arrangement having an economic effect
      substantially similar to a sub-participation in respect
  of,

              


      

      


      the
Commitment or amount outstanding under this Agreement.

      


      “Default” means an Event of
Default or any event or circumstance specified in Clause 25 (Events of Default) which
would (with the expiry of a grace period, the giving of notice, the making of
any determination under the Finance Documents or any combination of any of the
foregoing) be an Event of Default.

      


      “Defaulting Lender” means any
Lender:

      


      
        	
                 
      

              	
                (a)

              	
                which
      has failed to make its participation in a Loan available or has notified
      the Facility Agent that it will not make its participation in a Loan
      available by the Utilisation Date of that Loan in accordance with
      Clause 5.4 (Lenders’
      participation);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                which
      has otherwise rescinded or repudiated a Finance Document;
    or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                with
      respect to which an Insolvency Event has occurred and is
      continuing,

              


      

      


      unless,
in the case of paragraph (a) above:

      


      
        	
                 
      

              	
                (i)

              	
                its
      failure to pay is caused by:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                administrative
      or technical error; or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                a
      Disruption Event; and

              


      

      


      
        	
                 
      

              	
                payment
      is made within 3 Business Days of its due date;
  or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Lender is disputing in good faith whether it is contractually obliged to
      make the payment in question.

              


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      “Delegate” means any delegate,
agent, attorney or co-trustee appointed by the Security Agent.

      


      “Disclosed Litigation” means
(a) the claims by the Open Joint Stock Company Video International Company
Group, the Russian Federation, against CME Media Enterprises B.V. for the sum of
$58.5 million, the details of which are set out in a Form 10-Q published by the
Parent for the quarter ended 30 June 2009, as updated from time to time; and (b)
a claim by Milan Strop against the Borrower for the sum of CZK 1,000,000,000 at
the City Court in Prague (File no. 34C163/2005) (which has been dismissed but an
appeal has been made).

      


      “Disruption Event” means either
or both of:

      


      
        	
                 
      

              	
                (a)

              	
                a
      material disruption to those payment or communications systems or to those
      financial markets which are, in each case, required to operate in order
      for payments to be made in connection with the Facility (or otherwise in
      order for the transactions contemplated by the Finance Documents to be
      carried out) which disruption is not caused by, and is beyond the control
      of, any of the Parties; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      occurrence of any other event which results in a disruption (of a
      technical or systems-related nature) to the treasury or payments
      operations of a Party preventing that, or any other
  Party:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                from
      performing its payment obligations under the Finance Documents;
      or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                from
      communicating with other Parties in accordance with the terms of the
      Finance Documents,

              


      

      


      and which
(in either such case) is not caused by, and is beyond the control of, the Party
whose operations are disrupted.

      


      “Dutch Guarantor” means a
Guarantor incorporated under Dutch law.

      


      “Environment” means humans,
animals, plants and all other living organisms including the ecological systems
of which they form part and the following media:

      


      
        	
                 
      

              	
                (a)

              	
                air
      (including, without limitation, air within natural or man-made structures,
      whether above or below ground);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                water
      (including, without limitation, territorial, coastal and inland waters,
      water under or within land and water in drains and sewers);
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                land
      (including, without limitation, land under
  water).

              


      

      


      “Environmental Claim” means any
claim, proceeding, formal notice or investigation by any person in respect of
any Environmental Law.

      


      “Environmental Law” means any
applicable law or regulation which relates to:

      


      
        	
                 
      

              	
                (a)

              	
                the
      pollution or protection of the
Environment;

              


      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                the
      conditions of the workplace; or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      generation, handling, storage, use, release or spillage of any substance
      which, alone or in combination with any other, is capable of causing harm
      to the Environment, including, without limitation, any
    waste.

              


      

      


      “Environmental Permits” means
any permit and other Authorisation and the filing of any notification, report or
assessment required under any Environmental Law for the operation of the
business of any member of the Group conducted on or from the properties owned or
used by any member of the Group.

      


      “Event of Default” means any
event or circumstance specified as such in Clause 25 (Events of
Default).

      


      “Excluded Property” means (i)
the land plots No. St. 858 (with the area of 216 m2),
874/35 (with the area of 1229 m2),
874/36 (with the area of 50 m2),
874/37 (with the area of 893 m2), and
874/38 (with the area of 100 m2), and
(ii) the building at the address Želivec, č.p. 380, erected
on the land plot No. St. 858, in each located in the cadastral area (katastrální území) Sulice, city of
Sulice, district Prague – East, and registered in the Czech Land Register (Katastr nemovitostí) in the ownership
portfolio (list vlastnictví)
1287.

      


      “Extended Termination Date”
means 30 April 2013.

      


      “Extending Lenders” has the
meaning assigned to it in Clause 7.3 (Notice to
Lenders).

      


      “Extension Fee” means 0.35% (or
such higher percentage as may be agreed in writing between the Borrower and the
Majority Lenders prior to the date of any Extension Request) of the
participations of the Extending Lenders in the Loans as at the Extension Option
Date.

      


      “Extension Option” means the
option of the Borrower to request pursuant to Clause 7 (Extension of Initial Termination
Date) an extension of the Termination Date.

      


      “Extension Option Date” means
30 March 2012.

      


      “Extension Request” means a
request of the Borrower in form and substance satisfactory to the Facility Agent
delivered to the Facility Agent pursuant to Clause 7.1 (Extension
Request).

      


      “Facility” means the term loan
facility made available under this Agreement as described in Clause 2
(The
Facility).

      


      “Facility Office”
means:

      


      
        	
                 
      

              	
                (a)

              	
                in
      respect of a Lender, the office or offices notified by that Lender to the
      Facility Agent in writing on or before the date it becomes a Lender (or,
      following that date, by not less than five Business Days’ written notice)
      as the office or offices through which it will perform its obligations
      under this Agreement; or

              


      


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                in
      respect of any other Finance Party, the office in the jurisdiction in
      which it is resident for tax
purposes.

              


      

      


      “Factoring
Facility Agreement” means the framework
factoring agreement (rámcová
faktoringová smlouva) No. 100161 between Factoring České spořitelny a.s.
and the Borrower dated 24 March 2003, as amended or refinanced from time to
time, pursuant to which individual agreements on assignment of receivables are
entered into between Factoring České spořitelny a.s. as assignee and the
Borrower as assignor.

      


      “Fee Letter”
means:

      


      
        	
                 
      

              	
                (a)

              	
                the
      letter dated 3 July 2009 and made among the Arranger, the Borrower, the
      Facility Agent and the Security Agent setting out the fees referred to in
      Clause 14 (Fees);
    and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      agreement setting out fees payable to a Finance Party under any other
      Finance Document.

              


      

      


      “Finance Document” means this
Agreement, the Mandate Letter, any Accession Deed, any Compliance Certificate,
any Fee Letter, the Hedging Letter, any Hedging Agreement, any Transaction
Security Document, any Utilisation Request, any Extension Request and any other
document designated as a “Finance Document” by the Facility Agent and the
Borrower provided that
where the term “Finance Document” is used in, and construed for the purposes of,
this Agreement, a Hedging Agreement shall be a Finance Document only for the
purposes of:

      


      
        	
              	
                (a) 

              	
                the
      definition of “Material Adverse
Effect”;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                paragraph (a)
      of the definition of “Permitted
Transaction”;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      definition of “Finance Document”;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                paragraph (a)(iv)
      of Clause 1.2 (Construction);
      and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Clause 25
      (Events of
      Default) (other than Clause 25.18 (Acceleration)).

              


      

      


      
        	
                 
      

              	
                “Finance Lease” has the
      meaning given to it in Clause 23.1 (Financial
      definitions).

              


      

      


      “Finance Party” means the
Facility Agent, the Arranger, the Security Agent, a Lender or a Hedge
Counterparty provided
that where the term “Finance Party” is used in, and construed for the
purposes of, this Agreement, a Hedge Counterparty shall be a Finance Party only
for the purposes of:

      


      
        	
                 
      

              	
                (a)

              	
                paragraph (a)(i)
      of Clause 1.2 (Construction);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                paragraph (c)
      of the definition of Material Adverse Effect;
  and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Clause 30
      (Conduct of business by
      the Finance Parties).

              


      

      


      “Financial Indebtedness” means
any indebtedness for or in respect of:

      


      
        	
                 
      

              	
                (a)

              	
                moneys
      borrowed and debit balances at banks or other financial
      institutions;

              


      


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                any
      acceptance under any acceptance credit or bill discounting facility (or
      dematerialised equivalent);

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      note purchase facility or the issue of bonds (but not Trade Instruments),
      notes, debentures, loan stock or any similar
  instrument;

              


      

      


      
        	
              	
                (d) 

              	
                the
      amount of any liability in respect of Finance
  Leases;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                receivables
      sold or discounted (other than any receivables to the extent they are sold
      on a non-recourse basis and meet any requirement for de-recognition under
      the Accounting Principles);

              


      

      


      
        	
                 
      

              	
                (f)

              	
                any
      Treasury Transaction (and, when calculating the value of that Treasury
      Transaction, only the marked-to-market value (or, if any actual amount is
      due as a result of the termination or close-out of that Treasury
      Transaction, that amount) shall be taken into
  account);

              


      

      


      
        	
                 
      

              	
                (g)

              	
                any
      counter-indemnity obligation in respect of a guarantee, bond, standby or
      documentary letter of credit or any other instrument issued by a bank or
      financial institution in respect of (i) an underlying liability (but not,
      in any case, Trade Instruments) of an entity which is not a member of the
      Group which liability would fall within one of the other paragraphs of
      this definition or (ii) any liabilities of any member of the Group
      relating to any post-retirement benefit
scheme;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                any
      amount raised by the issue of redeemable shares which are redeemable
      (other than at the option of the issuer) before the Termination Date or
      are otherwise classified as borrowings under the Accounting
      Principles);

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      amount of any liability under an advance or deferred purchase agreement if
      (i) one of the primary reasons behind entering into the agreement is
      to raise finance or to finance the acquisition or construction of the
      asset or service in question or (ii) the agreement is in respect of
      the supply of assets or services and payment is due more than 180 days
      after the date of supply;

              


      

      


      
        	
                 
      

              	
                (j)

              	
                any
      amount raised under any other transaction (including any forward sale or
      purchase, sale and sale back or sale and leaseback agreement) having the
      commercial effect of a borrowing or otherwise classified as borrowings
      under the Accounting Principles;
and

              


      

      


      
        	
                 
      

              	
                (k)

              	
                (without
      double counting) the amount of any liability in respect of any guarantee
      for any of the items referred to in paragraphs (a) to (j)
      above.

              


      

      


      “Financial Quarter” has the
meaning given to that term in Clause 23.1 (Financial
definitions).

      


      “Financial Year” has the
meaning given to that term in Clause 23.1 (Financial
definitions).

      


      “Group” means the Borrower and
all its Subsidiaries (other than PMT s r.o., GAMATEX, spol. s r.o. v likvidácii
(in liquidation) and A.D.A.M., a.s. v likvidácii (in
liquidation)).


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      “Group Structure Chart” means
the group structure chart set out in Schedule 11 (Group Structure
Chart).

      


      “Guarantor” means an Original
Guarantor or an Additional Guarantor.

      


      “Hedge Counterparty” means any
person which is or has become a Party as a Hedge Counterparty in accordance with
Clause 26.9 (Accession of
Hedge Counterparties).

      


      “Hedging Agreement” means any
master agreement, confirmation, schedule or other agreement in agreed form
entered into or to be entered into by the Borrower and a Hedge Counterparty for
the purpose of hedging the types of liabilities and/or risks in relation to the
Facility which, at the time that that master agreement, confirmation, schedule
or other agreement (as the case may be) is entered into, the Hedging Letter
requires to be hedged.

      


      “Hedging Letter” means the
letter dated on or before the date of this Agreement and made between the
Facility Agent and the Borrower describing the hedging arrangements to be
entered into in respect of the interest rate liabilities of the Borrower under
the Facility.

      


      “Holding Company” means, in
relation to a company or corporation, any other company or corporation in
respect of which it is a Subsidiary.

      


      “IFRS” means international
accounting standards within the meaning of IAS Regulation 1606/2002 to the
extent applicable to the relevant financial statements.

      


      “Impaired Agent” means the
Facility Agent at any time when:

      


      
        	
                 
      

              	
                (a)

              	
                it
      has failed to make (or has notified a Party that it will not make) a
      payment required to be made by it under the Finance Documents by the due
      date for payment;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Facility Agent otherwise rescinds or repudiates a Finance
      Document;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                (if
      the Facility Agent is also a Lender) it is a Defaulting Lender under
      paragraph (a) or (b) of the definition of “Defaulting Lender”;
      or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                an
      Insolvency Event has occurred and is continuing with respect to the
      Facility Agent;

              


      

      


      unless,
in the case of paragraph (a) above:

      


      
        	
                 
      

              	
                (i)

              	
                its
      failure to pay is caused by:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                administrative
      or technical error; or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                a
      Disruption Event; and

              


      

      


      payment
is made within 3 Business Days of its due date; or

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Facility Agent is disputing in good faith whether it is contractually
      obliged to make the payment in
question.

              


      


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      “Increase Confirmation” means a
written notice delivered by an Original Lender to the Facility Agent confirming
that such Original Lender has agreed to increase its Commitment under this
Agreement to the amount in CZK set forth in such written
confirmation.

      


      “Increase Date” means in
relation to any Original Lender, the date (if any) prior to the date falling 3
Business Days prior to the last day of the Availability Period, on which such
Original Lender delivers to the Facility Agent the relevant Increase
Confirmation.

      


      “Information Package” means the
Lender’s Presentation, the Valuation Report, the Parent Group Business Plan and
the Borrower’s Business Plan.

      


      “Initial Termination Date”
means 30 April 2012.

      


      “Insolvency Event” in relation
to a Finance Party means that the Finance Party:

      


      
        	
                 
      

              	
                (a)

              	
                is
      dissolved (other than pursuant to a consolidation, amalgamation or
      merger);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                becomes
      insolvent or is unable to pay its debts or fails or admits in writing its
      inability generally to pay its debts as they become
  due;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                makes
      a general assignment, arrangement or composition with or for the benefit
      of its creditors;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                institutes
      or has instituted against it, by a regulator, supervisor or any similar
      official with primary insolvency, rehabilitative or regulatory
      jurisdiction over it in the jurisdiction of its incorporation or
      organisation or the jurisdiction of its head or home office, a proceeding
      seeking a judgment of insolvency or bankruptcy or any other relief under
      any bankruptcy or insolvency law or other similar law affecting creditors’
      rights, or a petition is presented for its winding-up or liquidation by it
      or such regulator, supervisor or similar
  official;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                has
      instituted against it a proceeding seeking a judgment of insolvency or
      bankruptcy or any other relief under any bankruptcy or insolvency law or
      other similar law affecting creditors’ rights, or a petition is presented
      for its winding-up or liquidation, and, in the case of any such proceeding
      or petition instituted or presented against it, such proceeding or
      petition is instituted or presented by a person or entity not described in
      paragraph (d) above and:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                results
      in a judgment of insolvency or bankruptcy or the entry of an order for
      relief or the making of an order for its winding-up or liquidation;
      or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                is
      not dismissed, discharged, stayed or restrained in each case within
      30 days of the institution or presentation
  thereof;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                has
      exercised in respect of it one or more of the stabilisation powers
      pursuant to Part 1 of the Banking Act 2009 and/or has instituted
      against it a bank insolvency proceeding pursuant to Part 2 of the
      Banking Act 2009 or a bank administration proceeding pursuant to
      Part 3 of the Banking Act
2009;

              


      


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (g)

              	
                has
      a resolution passed for its winding-up, official management or liquidation
      (other than pursuant to a consolidation, amalgamation or
      merger);

              


      

      


      
        	
                 
      

              	
                (h)

              	
                seeks
      or becomes subject to the appointment of an administrator, provisional
      liquidator, conservator, receiver, trustee, custodian or other similar
      official for it or for all or substantially all its
  assets;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                has
      a secured party take possession of all or substantially all its assets or
      has a distress, execution, attachment, sequestration or other legal
      process levied, enforced or sued on or against all or substantially all
      its assets and such secured party maintains possession, or any such
      process is not dismissed, discharged, stayed or restrained, in each case
      within 30 days thereafter;

              


      

      


      
        	
                 
      

              	
                (j)

              	
                causes
      or is subject to any event with respect to it which, under the applicable
      laws of the respective jurisdiction, has an analogous effect to any of the
      events specified in paragraphs (a) to (i) above;
  or

              


      

      


      
        	
                 
      

              	
                (k)

              	
                takes
      any action in furtherance of, or indicating its consent to, approval of,
      or acquiescence in, any of the foregoing
acts.

              


      

      


      “Intellectual Property”
means:

      


      
        	
                 
      

              	
                (a)

              	
                any
      patents, trade marks, service marks, designs, business names, copyrights,
      database rights, design rights, domain names, moral rights, inventions,
      know-how and other intellectual property rights and interests (which may
      now or in the future subsist), whether registered or unregistered;
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      benefit of all applications and rights to use such assets of a member of
      the Group (which may now or in the future
  subsist).

              


      

      


      “Interest Period” means, in
relation to a Loan, each period determined in accordance with Clause 12
(Interest Periods) and,
in relation to an Unpaid Sum, each period determined in accordance with
Clause 11.3 (Default
interest).

      


      “Inter-Group Loan”
means:

      


      
        	
                 
      

              	
                (a)

              	
                the
      loan under the CET Loan Agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      loan under the Markiza Loan
Agreement;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      Financial Indebtedness owed by a member of the Group to a member of the
      Parent Group; and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      Financial Indebtedness owed by a member of the Parent Group to a member of
      the Group.

              


      

      


      “Intra-Group Loan” means any
Financial Indebtedness owed by a member of the Group to a member of the
Group.

      


      “Joint Venture” means any joint
venture entity, whether a company, unincorporated firm, undertaking,
association, joint venture or partnership or any other entity.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      “Key Obligor” means the
Borrower or Markiza.

      


      “Legal Opinion” means any legal
opinion delivered to the Facility Agent under Clause 4.1 (Initial conditions precedent)
or Clause 28 (Changes to
the Obligors).

      


      “Legal Reservations”
means:

      


      
        	
                 
      

              	
                (a)

              	
                the
      principle that equitable remedies may be granted or refused at the
      discretion of a court and the limitation of enforcement by laws relating
      to insolvency, reorganisation and other laws generally affecting the
      rights of creditors;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      time barring of claims under the Limitation Acts, the possibility that an
      undertaking to assume liability for or indemnify a person against
      non-payment of UK stamp duty may be void and defences of set-off or
      counterclaim;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                similar
      principles, rights and defences under the laws of any Relevant
      Jurisdiction; and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      other matters which are set out as qualifications or reservations as to
      matters of law of general application in the Legal
    Opinions.

              


      

      


      “Lender” means:

      


      
        	
                 
      

              	
                (a)

              	
                any
      Original Lender;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      bank, financial institution, trust, fund or other entity which has become
      a Party as a Lender in accordance with Clause 7 (Extension of Initial
      Termination Date) or Clause 26 (Changes to the
      Lenders); and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      Additional Lender,

              


      

      


      which in
each case has not ceased to be a Lender in accordance with the terms of this
Agreement and is not an Unfunded Lender.

      


      “Lenders’ Presentation” means
the Adobe Reader electronic file named “CME - Lenders Presentation final” and
dated 21 September 2009, being approved by the Parent and containing the Parent
Group’s presentation to the prospective Lenders concerning the Parent Group and
the Original Obligors which, at the request of the Borrower and on its behalf,
was jointly prepared by the Parent and the Borrower, and was initially
distributed on 16 September 2009 by the Arranger to the prospective Lenders and
then presented by the Borrower and the Parent to the prospective Lenders during
banks’ meeting in Prague on 21 September 2009 in connection with the syndication
of the Facility.

      


      “Liability” means any present
on future obligation of liability for the payment of money, whether in respect
of principal, interest or otherwise, whether actual or contingent, whether owed
jointly or severally and whether as principal a surety or in any other capacity
and including any amount which would constitute such a liability but for any
discharge, non-provability, unenforceability or non-allowability of the same in
any insolvency or other proceedings.


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      “Limitation Acts” means the
Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

      


      “LMA” means the Loan Market
Association.

      


      “Loan” means a loan made or to
be made under the Facility or the principal amount outstanding for the time
being of that loan.

      


      “Majority Lenders” means a
Lender or Lenders whose Commitments aggregate more than 70 per cent.
of the Total Commitments (or, if the Total Commitments have been reduced to
zero, aggregated more than 70 per cent. of the Total Commitments
immediately prior to that reduction).

      


      “Mandate Letter” means the
letter dated July 3, 2009 between the Arranger, the Facility Agent, the Security
Agent and the Borrower.

      


      “Mandatory Cost” means the
percentage rate per annum calculated by the Facility Agent in accordance with
Schedule 4 (Mandatory Cost
formula).

      


      “Margin” means in relation to
any Loan and any Unpaid Sum, 4.90 (four point ninety) per cent. per
annum.

      


      “Markiza” means MARKÍZA -
SLOVAKIA, spol. s r.o., a limited liability company incorporated under the laws
of the Slovak Republic, with its seat at Bratislavská 1/a

      


      Bratislava
- Záhorská Bystrica 843 56, the Slovak Republic, Business Id. No. 31
444 873, registered in the commercial register maintained by the District
Court of Bratislava, Section sro, Insert No.: 12330/B.

      


      “Markiza Loan Agreement” means
the loan agreement made between CME Romania B.V. and Markiza on 24 November
2008.

      


      “Material Adverse Effect” means
in the reasonable opinion of the Majority Lenders a material adverse effect
on:

      


      
        	
                 
      

              	
                (a)

              	
                the
      business, operations, property or condition (financial or otherwise) of
      the Borrower, the Group and/or the Parent Group taken as a
      whole;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      ability of an Obligor or the Obligors taken as a whole to perform their
      obligations under the Finance
Documents;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      validity or enforceability (subject to the Legal  Reservations)
      of any Finance Document or of any of the rights or remedies of any Finance
      Party under any of the Finance Documents;
or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                the
      effectiveness or ranking (subject to the Legal  Reservations) of
      any Transaction Security granted or purporting to be granted pursuant to
      any of the Finance Documents.

              


      

      


      “Month” means a period starting
on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month, except that:


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                (subject
      to paragraph (c) below) if the numerically corresponding day is not a
      Business Day, that period shall end on the next Business Day in that
      calendar month in which that period is to end if there is one, or if there
      is not, on the immediately preceding Business
  Day;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      there is no numerically corresponding day in the calendar month in which
      that period is to end, that period shall end on the last Business Day in
      that calendar month; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                if
      an Interest Period begins on the last Business Day of a calendar month,
      that Interest Period shall end on the last Business Day in the calendar
      month in which that Interest Period is to
end.

              


      

      


      The above
rules will only apply to the last Month of any period.  “Monthly”
shall be construed accordingly.

      


      “Non-Consenting Lender” has the
meaning given to that term in Clause 38.3 (Replacement of
Lender).

      


      
        “Obligor” means the Borrower or
a Guarantor.

      

      


      “Obligors’ Agent” means the
Borrower, appointed to act on behalf of each Obligor in relation to the Finance
Documents pursuant to Clause 2.3 (Obligors’
Agent).

      


      “Original Dutch Filings” means
local statutory filings required to be delivered under Dutch law by the Dutch
Guarantors for the Financial Year ended 31 December, 2008.

      


      “Original Financial Statements”
means:

      


      
        	
                 
      

              	
                (a)

              	
                in
      relation to the Parent and each Key Obligor, audited consolidated or
      unconsolidated (whichever is available) financial statements for its
      Financial Year ended 31 December, 2008;
and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      relation to an Additional Guarantor, its audited (if available) financial
      statements delivered to the Facility Agent as required by Clause 28
      (Changes to the
      Obligors).

              


      

      


      “Original Obligor” means the
Borrower or an Original Guarantor.

      


      “Parent” means Central European
Media Enterprises Ltd., a limited company incorporated under the laws of
Bermuda, Reg. No. 19574 with its registered seat at Clarendon House, 2 Church
Street, Hamilton, HM11, Bermuda.

      


      “Parent 2009 Indenture” means
the indenture in respect of the Parent Fixed Rate Notes dated as of 17
September, 2009.

      


      
        	
                 
      

              	
                “Parent Change of
      Control” means the occurrence of the following
    events:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                a
      CME Change of Control; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a
      CME Rating Decline.

              


      


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      “Parent Fixed Rate Notes” means
the EUR 440,000,000 fixed rate notes due 2016 issued by the Parent.

      


      “Parent Group” means the Parent and
all its Subsidiaries consolidated from time to time into the accounts of the
Parent under the Accounting Principles applicable to the Parent.

      


      “Parent Group Business Plan” means the
PDF printout of the MS Excel file named “CME – 5 Year Fin Plan Data (BS,
P&L)” relating to the Parent and the Parent Group on the consolidated basis
(including, without limitation, the Borrower and Markiza) prepared by the
Parent, addressed to the Arranger and capable of being relied upon by the
Reliance Parties, and delivered by the Borrower to the Facility Agent under
Clause 4.1 (Initial
conditions precedent).

      


      “Parent Note Documents” means
the Parent Notes and the Parent Note Instruments and any other documents entered
into pursuant to any of them.

      


      “Parent Note Instrument” means
the instrument pursuant to which the Parent Notes are, or are to be,
constituted.

      


      
        “Parent Notes”
means:

      

      


      
        	
                 
      

              	
                (a)

              	
                the
      Parent Fixed Rate Notes;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      3.50% senior convertible notes due 2013 issued by the Parent;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      senior floating rate notes due 2014 issued by the
  Parent.

              


      

      


      “Participating Member State”
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.

      


      “Party” means a party to this
Agreement.

      


      “Permitted Acquisition”
means:

      


      
        	
                 
      

              	
                (a)

              	
                an
      acquisition by a member of the Group of an asset sold, leased, transferred
      or otherwise disposed of by another member of the Group in circumstances
      constituting a Permitted Disposal pursuant to paragraph (b) or (c) of
      the definition thereof;

              


      

      


      
        	
              	
                (b) 

              	
                an
      acquisition of shares or securities pursuant to a Permitted Share
      Issue;

              


      

      


      
        	
              	
                (c) 

              	
                the
      acquisition of Cash or Cash Equivalent
  Investments;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                the
      incorporation or formation of a wholly-owned limited liability entity or
      the acquisition of (i) 100 per cent. of the voting issued share
      capital and economic interests represented by the issued share capital, or
      (ii) in relation to the limited liability companies incorporated in the
      Czech Republic or the Slovak Republic, ownership interest representing
      100 per cent. of the registered capital,  in each
      case, on a fully diluted basis, in a limited liability entity with no
      prior trading history and no material liabilities, where the aggregate
      amount applied in subscribing for or otherwise acquiring shares or
      ownership interest in such entities does not exceed CZK 100,000,000 (or
      its equivalent in other currencies) in any Financial
  Year;

              


      


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (e)

              	
                any
      acquisition for cash of (x) the entire business of any person, (y) assets
      of any person the market value of which represents at least 662⁄3
      per cent. of the market value of all assets of such person, or (z) at
      least 662⁄3 per cent. plus one share or more of the voting issued share
      capital and economic interests represented by the issued share capital (in
      each case, on a fully diluted basis) in a limited liability company
      where:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      consideration and any Financial Indebtedness discharged by the purchaser
      in connection with such acquisition or series of related acquisitions or
      remaining in, and any assumed actual or contingent liability of, the
      acquired company (or business) or any of its Subsidiaries at the date
      of acquisition (the “Total Purchase Price”)
      does not exceed CZK 300,000,000 (or its equivalent in other
      currencies) in any Financial Year;
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                no
      actual or potential Event of Default has occurred and is continuing at the
      time of, or will result from, the
acquisition;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                any
      acquisition constituting a Permitted Joint Venture;
  or

              


      

      


      
        	
                 
      

              	
                (g)

              	
                any
      other acquisition to which the Majority Lenders have given their consent
      in writing under this Agreement,

              


      

      


      provided in each case that
the Borrower shall provide to the Facility Agent a written
notification of any Permitted Acquisition made by any member of the Group under
paragraphs (d), (e) and
(f) above (accompanied by a reasonably detailed description of such
Permitted Acquisition, of the assets acquired through such Permitted Acquisition
and the consideration paid by the members of the Group in connection with such
Permitted Acquisition) where the net consideration paid for, any asset (or group
of assets) acquired (whether in a single transaction or in a single series of
transactions) through such Permitted Acquisition exceeds CZK
100,000,000.

      


      “Permitted Borrower Holders”
means:

      


      
        	
                 
      

              	
                (a)

              	
                the
      Permitted Parent Holders;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      Obligor;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                each
      Subsidiary of the Parent or of a Permitted Parent Holder;
      and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      Affiliates of any of the persons referred to in paragraphs (a) to (c)
      above.

              


      

      


      “Permitted Disposal” means any
sale, lease, licence, transfer or other disposal of assets which, except in the
case of paragraphs (b) and (c) of this definition, is on arm’s length
terms:


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                of stock in trade (including licences for content, formats and other
      similar or related rights) or cash made by any member of the Group in the
      ordinary course of business of the disposing entity as conducted on the
      date of this Agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                of
      any asset by a member of the Group (the “Disposing Company”) to
      another member of the Group (the “Acquiring Company”), but
      if:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Disposing Company is an Obligor, the Acquiring Company must be or become
      an Obligor;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Disposing Company is a Guarantor, the Acquiring Company (other than the
      Borrower) must be a Guarantor guaranteeing at all times an amount no less
      than that guaranteed by the Disposing
Company,

              


      

      


      except in
each case where market value of any such asset disposed of  does not
exceed CZK 20,000,000 (or its equivalent in other currencies);

      


      
        	
                 
      

              	
                (c)

              	
                of
      any assets from an Obligor to a member of the Group who is not an Obligor
      provided that the aggregate amount transferred from an Obligor to a member
      of the Group who is not an Obligor (net of the value of any assets
      transferred from such member of the Group who is not an Obligor to such
      Obligor in connection with the same transaction or series of transactions)
      does not exceed CZK 100,000,000 (or its equivalent in other currencies) in
      the Financial Year ended on 31 December 2009 or CZK 200,000,000 (or its
      equivalent in other currencies) in any Financial Year (other than the
      Financial Year ended on 31 December
2009);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                of
      assets (other than shares or businesses) in exchange for other assets
      comparable or superior as to type, value or
  quality;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                of
      obsolete or redundant:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                vehicles;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                plant;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                equipment;
      or

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                other
      assets,

              


      

      


      in each
case for Cash;

      


      
        	
                 
      

              	
                (f)

              	
                of
      Cash or Cash Equivalent Investments not otherwise prohibited by this
      Agreement;

              


      

      


      
        	
              	
                (g) 

              	
                to
      a Permitted Joint Venture that is a Joint Venture
    Investment;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                of
      assets pursuant to a compulsory acquisition by any governmental
      authority;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                constituted
      by a licence of intellectual property rights permitted under
      Clause  24.21 (Intellectual
      Property);

              


      


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (j)

              	
                arising
      as a result of any Permitted Security (but not the enforcement
      thereof);

              


      

      


      
        	
                 
      

              	
                (k)

              	
                required
      under the Finance Documents;

              


      

      


      
        	
                 
      

              	
                (l)

              	
                of
      assets for cash where the higher of the book value and net consideration
      receivable (when aggregated with the higher of the book value and net
      consideration received for any other sale, lease, licence, transfer or
      other disposal not allowed under the preceding paragraphs) does not exceed
      (i) CZK 100,000,000 (or its equivalent in other currencies) in the
      Financial Year ended on 31 December 2009; and (ii) CZK 200,000,000 (or its
      equivalent in other currencies) in any Financial Year other than the
      Financial Year ended on 31 December 2009 of the
  Borrower;

              


      

      


      
        	
                 
      

              	
                (m)

              	
                of
      rights related to hedging arrangements provided the requirements of the
      Hedging Letter are met;

              


      

      


      
        	
                 
      

              	
                (n)

              	
                of
      receivables: (i) on recourse terms to the extent the same arises in
      connection with Permitted Financial Indebtedness; or (ii) pursuant to the
      Factoring Facility Agreement; and

              


      

      


      
        	
                 
      

              	
                (o)

              	
                any
      other sale, lease, licence, transfer or other disposal to which the
      Majority Lenders have given their consent in
  writing,

              


      

      


      provided in each case that
the Borrower shall provide to the Facility Agent a written
notification of any Permitted Disposal made by any member of the Group under
paragraphs (b), (c) and
(l) above (accompanied by a reasonably detailed description of such
Permitted Disposal, of the assets disposed of through such Permitted Disposal
and the consideration received by the members of the Group in connection with
such Permitted Disposal) where the net consideration received for, any asset (or
group of assets) disposed of (whether in a single transaction or in a single
series of transactions) through such Permitted Disposal exceeds CZK 100,000,000
(or its equivalent in any other currencies).

      


      “Permitted Financial
Indebtedness” means Financial Indebtedness:

      


      
        	
                 
      

              	
                (a)

              	
                arising
      under the Finance Documents;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                arising
      under a foreign exchange transaction for spot or forward delivery entered
      into in connection with protection against fluctuation in currency rates
      where that foreign exchange exposure arises in the ordinary course of
      business of the respective member of the Group as conducted on the date of
      this Agreement, but not a foreign exchange transaction solely for
      investment or speculative purposes;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                arising
      under a Permitted Loan or a Permitted Guarantee or as permitted by Clause
      24.25 (Treasury
      Transactions);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                of
      any person acquired by any member of the Group after the date of this
      Agreement which is incurred under arrangements in existence at the date of
      acquisition, but not incurred or increased or having its maturity date
      extended in contemplation of, or since, that
  acquisition;

              


      


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (e)

              	
                under
      finance or capital leases of vehicles, plant, equipment or computers, or
      mortgage financings or purchase money obligations with respect to assets
      other than shares or other investments, in each case incurred for the
      purpose of financing all or any part of the purchase price or cost of
      construction or improvements of property used in the business of the
      Group, provided
      that the aggregate capital value of all such items so leased under
      outstanding leases the Group does not exceed CZK 300,000,000 (or its
      equivalent in any other currencies) at any
time;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                arising
      in respect of workers’ compensation claims, performance, surety and
      similar bonds and completion guarantees provided by a member of the Group
      in the ordinary course of its business as conducted on the date of this
      Agreement;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                arising
      from the honouring by a bank or other financial institution of a check,
      draft or similar instrument drawn against insufficient funds in the
      ordinary course of business of the respective member of the Group as
      conducted on the date of this Agreement, provided, however, that
      such Financial Indebtedness is extinguished within five Business Days of
      its incurrence;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                arising
      under the Factoring Facility Agreement or pursuant to paragraph (b) of the
      definition of “Permitted Security”;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                refinancing
      any Financial Indebtedness otherwise permitted under this definition, so
      long as the maximum amount available thereunder shall not be
      increased;

              


      

      


      
        	
                 
      

              	
                (j)

              	
                arising
      under a loan provided by the Parent or a Restricted Subsidiary to a member
      of the Group which is a Restricted
Subsidiary;

              


      

      


      
        	
                 
      

              	
                (k)

              	
                not
      permitted by the preceding paragraphs or as a Permitted Transaction and
      the outstanding principal amount of which does not exceed
      CZK 100,000,000 (or its equivalent in any other currencies) in
      aggregate for the Group at any time;
and

              


      

      


      
        	
                 
      

              	
                (l)

              	
                any
      other Financial Indebtedness to which the Majority Lenders have given
      their consent in writing under this
Agreement,

              


      

      


      provided in each case that
the Borrower shall provide to the Facility Agent a written
notification of any Permitted Financial Indebtedness incurred by any member of
the Group under paragraphs (d),
(e) or (j) above
(accompanied by a reasonably detailed description of such Permitted Financial
Indebtedness, instrument constituting such Permitted Financial Indebtedness and
the creditor of such Financial Indebtedness) where the principal amount of such
Permitted Financial Indebtedness incurred in a single transaction or a single
series of transactions exceeds CZK 100,000,000 (or its equivalent in any other
currencies).


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      “Permitted Guarantee”
means:

      


      
        	
                 
      

              	
                (a)

              	
                the
      endorsement of negotiable instruments in the ordinary course of business
      of the respective member of the Group as conducted on the date of this
      Agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      guarantee, performance or similar bond or other obligation guaranteeing
      performance by any member of the Group under any contract (other than a
      contract that is or evidences Financial Indebtedness) entered into in the
      ordinary course of business of the respective member of the Group as
      conducted on the date of this
Agreement;

              


      

      


      
        	
              	
                (c) 

              	
                any
      guarantee:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                arising
      under the Finance Documents; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                issued
      by a Key Obligor in respect of obligations of any other member of the
      Group, provided that the aggregate of guarantees provided in any Financial
      Year of the Borrower by the Key Obligors under this subparagraph (ii)
      shall not exceed CZK 200,000,000 (or its equivalent in any other
      currencies);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      guarantee given in respect of the netting, or set-off or cash pooling
      arrangements permitted pursuant to paragraph (b) of the definition of
      “Permitted Security”;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                any
      guarantee given by a member of the Group in respect of or to secure
      obligations of a Permitted Joint Venture to the extent the maximum
      contingent liability thereunder is a Joint Venture
    Investment;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                any
      guarantee given to any relevant tax authority in respect of excise taxes,
      export duties or other such taxes, charges, duties or imposts payable by a
      member of the Group in the ordinary course of its business as conducted on
      the date of this Agreement;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                any
      guarantee given by a member of the Group in respect of or to secure
      obligations pursuant to any programming, production, distribution, format
      or other intellectual or similar rights or capital equipment or other
      assets used in the ordinary course of its business as conducted on the
      date of this Agreement and not to exceed CZK 200,000,000 (or its
      equivalent in any other currencies) in aggregate for the Group at any
      time;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                any
      joint and several obligation of Markiza to fund payments to PMT s.r.o.
      pursuant to a guarantee agreement between Markiza and PMT s.r.o., dated 23
      January 2004;

              


      

      


      
        	
                
                

              	
                (i)

              	
                any guarantee which constitutes Permitted Financial
      Indebtedness;

              


      

      


      
        	
                 
      

              	
                (j)

              	
                any guarantee given in connection with a Permitted Acquisition or a
      Permitted Disposal, provided that maximum contingent obligation of any
      member of the Group under any such guarantee shall not exceed the net
      consideration paid or received in such Permitted Acquisition or Permitted
      Disposal;

              


      


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      
        	
                
                

              	
                (k)

              	
                any guarantee or reimbursement obligations in respect of any letter
      of credit issued by a bank or other financial institution permitted under
      the definition of Permitted Financial Indebtedness, provided that the
      maximum contingent obligation of any member of the Group under any such
      guarantee shall not exceed the maximum contingent obligation of such bank
      or such other financial institution under the respective letter of
      credit;

              


      

      


      
        	
                
                

              	
                (l)

              	
                any guarantee not permitted by the preceding paragraphs or as part of
      a Permitted Transaction and where the maximum aggregate contingent
      liability of all such guarantees under this paragraph (l) (together with
      any loans under paragraph (g) of the definition of “Permitted Loan”) do
      not exceed CZK 100,000,000 (or its equivalent in any other currencies) in
      aggregate for the Group at any time; and

              


      

      


      
        	
                
                

              	
                (m)

              	
                any other guarantee to which the Majority Lenders have given their
      consent in writing under this Agreement,

              


      

      


      provided in each case that
the Borrower shall provide to the Facility Agent a written
notification of any Permitted Guarantee provided by any member of the Group
under paragraphs (b), (c), (e),
(g), (j), and (k) above (accompanied by a reasonably detailed description
of such Permitted Guarantee, instrument constituting such Permitted Guarantee,
the beneficiary of such Permitted Guarantee and, where relevant, principal
obligor of obligations in respect of which such Permitted Guarantee has been
provided) where the maximum contingent obligation of any member of the Group
under such Permitted Guarantee incurred in a single transaction or a single
series of transactions exceeds CZK 100,000,000 (or its equivalent in any other
currencies).

      


      “Permitted Joint Venture” means
any investment in any Joint Venture where:

      


      
        	
                 
      

              	
                (a)

              	
                the
      Joint Venture is incorporated, or established, and carries on its
      principal business, in the European Union or the United States of
      America;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Joint Venture is engaged in a business substantially the same as that
      carried on by the Group;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                in
      any Financial Year of the Borrower, the aggregate (the “Joint Venture
      Investment”) of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                all
      amounts subscribed for shares in, lent to, or invested in all such Joint
      Ventures by the Group;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      contingent liabilities of the members of the Group under any guarantee
      given in respect of the liabilities of any such Joint Venture;
      and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      market value of any assets transferred by the members of the Group to any
      such Joint Venture,

              


      

      


      when
aggregated with the Total Purchase Price payable in that Financial Year of the
Borrower by the members of the Group in respect of Permitted Acquisitions
permitted pursuant to paragraph (e) of the definition of Permitted
Acquisition does not exceed CZK 400,000,000 (or its equivalent in any other
currencies); and


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                any
      other Joint Venture to which the Majority Lenders have given their consent
      in writing under this Agreement,

              


      

      


      provided in each case that
the Borrower shall provide to the Facility Agent a written
notification of any Joint Venture Investment made by any member of the Group
(accompanied by a reasonably detailed description of such Joint Venture
Investment and the beneficiary of such Joint Venture Investment) where the
amount of such Joint Venture Investment provided in a single transaction or in a
single series of transactions exceeds CZK 100,000,000 (or its equivalent in any
other currencies).

      


      “Permitted Loan”
means:

      


      
        	
                 
      

              	
                (a)

              	
                any
      trade credit extended by a member of the Group to its customers on normal
      commercial terms and in the ordinary course of its trading
      activities;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Financial
      Indebtedness which is referred to in the definition of, or otherwise
      constitutes, Permitted Financial
Indebtedness;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      loan made for the purposes of enabling an Obligor to meet its payment
      obligations under the Finance
Documents;

              


      

      


      
        	
                
                

              	
                (d)

              	
                a loan made by a member of the Group to a Key Obligor or by any
      member of the Group which is not an Obligor to another member of the Group
      which is not an Obligor;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                a
      loan made by the Borrower or Markiza to an employee or director of the
      Borrower or Markiza, as applicable, if the amount of that loan when
      aggregated with the amount of all loans to employees and directors by the
      Borrower and Markiza does not exceed CZK 100,000,000 (or its equivalent in
      any other currencies) at any time;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                any
      loan which is a Joint Venture Investment permitted by Clause 24.9
      (Joint
      Ventures);

              


      

      


      
        	
                 
      

              	
                (g)

              	
                any
      loan made by the Borrower or Markiza so long as the aggregate amount of
      the Financial Indebtedness under any such loans (together with any
      guarantees under paragraph (l) of the definition of Permitted Guarantee)
      does not exceed CZK 100,000,000 (or its equivalent in other currencies) at
      any time;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                an
      Inter-Group Loan or an Intra-Group Loan, in each case disclosed in the
      Group Structure Chart;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                payroll,
      travel and similar advances to cover matters that are expected at the time
      of such advances ultimately to be treated as expenses for accounting
      purposes and that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                are
      so treated; and

              


      


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                are
      made in the ordinary course of business of the respective member of the
      Group as conducted on the date of this Agreement and consistent with its
      past practices; and

              


      

      


      
        	
                 
      

              	
                (j)

              	
                any
      other loan to which the Majority Lenders have given their consent in
      writing under this Agreement,

              


      

      


      and provided in each case that
the Borrower shall provide to the Facility Agent a written
notification of any Permitted Loan made by any member of the Group under paragraph (d) or (f) above
(accompanied by a reasonably detailed description of such Permitted Loan, the
instrument constituting such Permitted Loan and the borrower of such Permitted
Loan) where the principal amount of such Permitted Loan provided in a single
transaction or a single series of transactions exceeds CZK 100,000,000 (or its
equivalent in any other currencies).

      


      “Permitted Parent Holders”
means:

      


      
        	
                 
      

              	
                (a)

              	
                each
      beneficial owner of the Parent’s Class B Common Stock on September 17,
      2009;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                family
      members of any beneficial holder of the Parent’s Class B Common Stock on
      September 17, 2009;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                trusts,
      the only beneficiaries of which are persons or entities described in (a)
      and (b) above; and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                partnerships,
      corporations, or limited liability companies which are controlled by the
      persons or entities described in (a) or (b)
  above.

              


      

      


      “Permitted Security”
means:

      


      
        	
                 
      

              	
                (a)

              	
                any
      lien arising by operation of law in the ordinary course of business of a
      member of the Group as conducted on the date of this Agreement and not as
      a result of any default or omission by a member of the
    Group;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      netting, set-off or cash pooling arrangement entered into by a member of
      the Group in the ordinary course of its banking arrangements for the
      purpose of netting debit and credit balances of the members of the Parent
      Group but only so long as:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                such
      arrangement does not permit credit balances of the members of the Group
      exceeding in aggregate CZK 200,000,000 (or its equivalent in other
      currencies) at any one time to be netted or set off against debit balances
      of any other person; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                such
      arrangement does not give rise to Security or Quasi-Security over the
      assets of any member of the Group other than over the credit balances
      referred to in sub-paragraph (i) in favour of the cash-pooling
      bank;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      Security or Quasi-Security over or affecting any asset acquired (including
      by any acquisition by means of a merger or consolidation with or into a
      member of the Group) by a member of the Group (whether before or after the
      date of this Agreement), if:

              


      


      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                the
      Security or Quasi-Security was not created in contemplation of the
      acquisition of that asset by that member of the
  Group;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      principal amount secured has not been increased in contemplation of or
      (otherwise than by capitalisation of interest) since the acquisition of
      that asset by that member of the Group;
and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                except to the extent the Security or Quasi-Security is otherwise
      permitted under any other paragraphs of this definition of “Permitted
      Security”, the Security or Quasi-Security is removed or discharged within
      six months of the date of acquisition of such
asset;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      Security arising under any retention of title, hire purchase or
      conditional sale arrangement or arrangements having similar effect in
      respect of goods supplied to a member of the Group in the ordinary course
      of its business as conducted on the date of this Agreement and on the
      supplier’s standard or usual terms and not arising as a result of any
      default or omission by a member of the
Group;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                any
      Security or Quasi-Security over documents of title and goods as part of a
      documentary credit transaction entered into in the ordinary course of
      business of the respective member of the Group as conducted on the date of
      this Agreement;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                any
      Quasi-Security arising as a result of a disposal which is a Permitted
      Disposal;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                any
      Security over shares in a Permitted Joint Venture to secure obligations of
      a member of the Group in relation to the Joint Venture to the other
      shareholders in the Permitted Joint
Venture;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                any
      Security, arising by operation of law in respect of Tax, being contested
      in good faith where adequate reserves have been made for the payment of
      such Tax and any costs associated with contesting such
  Tax;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      Security securing Financial Indebtedness and other obligations incurred
      under paragraph (k) of the definition of Permitted Financial Indebtedness,
      provided that the book value or independently appraised market value of
      the assets which are subject to such Security does not exceed 100% of such
      Financial Indebtedness;

              


      

      


      
        	
                 
      

              	
                (j)

              	
                pledges
      or deposits by a member of the Group under workmen’s compensation laws,
      unemployment insurance laws or similar legislation, or good faith deposits
      in connection with bids, tenders, contracts (other than for the payment of
      Financial Indebtedness) or leases of real property and/or equipment to
      which that member of the Group is a party, or deposits to secure public or
      statutory obligations of a member of the Group or deposits of cash or
      government obligations to secure surety or appeal bonds to which a member
      of the Group is a party, or deposits as security for taxes contested in
      good faith or import or customs duties or for the payment of rent, in each
      case incurred in the ordinary course of business of the respective member
      of the Group as conducted on the date of this
  Agreement;

              


      


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (k)

              	
                in
      favour of issuers of surety or performance bonds or letters of credit or
      bankers’ acceptances issued pursuant to the request of and for the account
      of a member of the Group in the ordinary course of its
      business;

              


      

      


      
        	
                 
      

              	
                (l)

              	
                any
      Security or Quasi-Security securing the Hedging Agreement so long as the
      related Financial Indebtedness is, and is permitted to be under this
      Agreement, secured by Security on the same property securing such Hedging
      Agreement;

              


      

      


      
        	
                 
      

              	
                (m)

              	
                judgment
      Security not giving rise to an Event of Default so long as such Security
      of Quasi-Security is adequately bonded and any appropriate legal
      proceedings which may have been duly initiated for the review of such
      judgment have not been finally terminated or the period within which such
      proceedings may be initiated has not
expired;

              


      

      


      
        	
                 
      

              	
                (n)

              	
                any
      Security for the purposes of securing the payment of all or a part of the
      purchase price of, or finance or capital lease obligations with respect
      to, assets or property acquired or constructed in the ordinary course of
      business of the respective member of the Group as conducted on the date of
      this Agreement; provided
      that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      aggregate principal amount of Financial Indebtedness secured by such
      Security or Quasi-Security is otherwise permitted to be incurred under
      this Agreement and does not exceed the cost of assets or property so
      acquired or constructed; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                such
      Security or Quasi-Security are created within 180 days of construction or
      acquisition of such assets or property and do not encumber any other
      assets or property of any member of the Group other than such assets or
      property and assets affixed or appurtenant
  thereto;

              


      

      


      
        	
                 
      

              	
                (o)

              	
                any
      Security or Quasi-Security existing on the date of this Agreement and set
      out in Schedule 12 (Existing
      Security);

              


      

      


      
        	
                 
      

              	
                (p)

              	
                any
      Security or Quasi-Security over or affecting any asset of any company
      which becomes a member of the Group after the date of this Agreement,
      where the Security or Quasi-Security is created prior to the date on which
      that company becomes a member of the Group
if:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Security or Quasi-Security was not created in contemplation of the
      acquisition of that company;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      principal amount secured has not increased in contemplation of or since
      the acquisition of that company;
and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                except to the extent the Security or Quasi-Security is otherwise
      permitted under any other paragraphs of this definition of “Permitted
      Security”, the Security or Quasi-Security is removed or discharged within
      6 months of that company becoming a member of the
  Group;

              


      


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (q)

              	
                any
      Security or Quasi-Security securing Permitted Financial Indebtedness
      incurred to refinance Financial Indebtedness that was previously so
      secured, provided
      that any such Security or Quasi-Security is limited to all or part of the
      same property or assets (plus improvements, replacement accessions,
      proceeds or dividends or distributions in respect thereof) that secured
      (or, under the written arrangements under which the original Security or
      Quasi-Security arose, could secure) the Financial Indebtedness being
      refinanced or is in respect of property that is the security for a
      Permitted Security hereunder;

              


      

      


      
        	
                 
      

              	
                (r)

              	
                any
      Security or Quasi-Security of a lessor under any finance or capital lease
      obligations or operating lease entered into in the ordinary course of
      business of the respective member of the Group as conducted on the date of
      this Agreement;

              


      

      


      
        	
                 
      

              	
                (s)

              	
                any
      Transaction Security;

              


      

      


      
        	
                 
      

              	
                (t)

              	
                any
      other Security or Quasi-Security not permitted by the preceding paragraphs
      or as a Permitted Transaction and the outstanding principal amount secured
      thereunder does not exceed CZK 100,000,000 (or its equivalent in any
      other currencies) in aggregate for the Group at any time;
    and

              


      

      


      
        	
                 
      

              	
                (u)

              	
                any
      Security to which the Majority Lenders have given their consent in writing
      under this Agreement,

              


      

      


      provided in each case that
the Borrower shall provide to the Facility Agent a written
notification of any Permitted Security provided by any member of the Group under
paragraphs (c), (g), (l), (p)
and (q) above (accompanied by a reasonably detailed description of such
Permitted Security, the instrument constituting such Permitted Security and the
obligations in respect of which such Permitted Security has been created) where
the principal amount of obligations secured by such Permitted Security provided
in a single transaction or a single series of transactions exceeds CZK
100,000,000 (or its equivalent in any other currencies).

      


      “Permitted Share Issue” means
an issue of shares by a member of the Group to a member of the Parent Group
where (if the existing shares of the relevant member of the Group are the
subject of the Transaction Security) the newly-issued shares also become subject
to the Transaction Security on the same terms.

      


      “Permitted Transaction”
means:

      


      
        	
                 
      

              	
                (a)

              	
                any
      disposal required, Financial Indebtedness incurred, guarantee, indemnity
      or Security or Quasi-Security given, or other transaction arising, under
      the Finance Documents;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      solvent liquidation, winding-up or reorganisation of any member of the
      Group which is not an Obligor so long as any payments or assets
      distributed as a result of such liquidation, winding-up or reorganisation
      are distributed to other members of the
Group;

              


      


      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                transactions
      (other than (i) any sale, lease, license, transfer or other disposal
      and (ii) the granting or creation of Security or the incurring or
      permitting to subsist of Financial Indebtedness) conducted in the ordinary
      course of business of the respective member of the Group as conducted on
      the date of this Agreement on arm’s length
  terms;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                the
      solvent amalgamation, demerger, merger, consolidation, corporate
      reconstruction or reorganisation (by way of voluntary arrangement, scheme
      of arrangement or otherwise) as between one member of the Group and
      another member of the Group and in the case of any such transaction
      involving an Obligor (which is a member of the Group), where such Obligor
      remains as the surviving entity;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                the
      funding obligations of Markiza pursuant to an agreement on data provision
      between Markiza and PMT s.r.o., dated 15 August
  2004;

              


      

      


      
        	
                
                

              	
                (f)

              	
                (i) the payment of dividends or the making of any other distributions
      on the capital stock of any Key Obligor or CME Slovak Holdings N.V. or the
      payment of any indebtedness or other obligations owed by any Key Obligor
      or CME Slovak Holdings N.V. to the Parent or any Restricted Subsidiary (as
      defined in the definition of “CME Change of Control”); or (ii) the making
      by any Key Obligor, CME Slovak Holdings N.V. or any other member of the
      Group which becomes a Restricted Subsidiary of any loans or advances to
      the Parent or any Restricted Subsidiary; or (iii) the transfer of any of
      property or assets of any Key Obligor, CME Slovak Holdings N.V. or any
      member of the Group which becomes a Restricted Subsidiary to the Parent or
      any Restricted Subsidiary subject (in relation to any asset which is, or
      is intended to be, the subject of the Transaction Security) to any
      restrictions contained in the Transaction Security Documents;
  and

              


      

      


      
        	
                
                

              	
                (g)

              	
                any transaction to which the Majority Lenders have given their
      consent in writing under this Agreement,

              


      

      


      so long as, in the case any
loan made by any Key Obligor, CME Slovak Holdings N.V. or any other member of
the Group which becomes a Restricted Subsidiary under paragraph (f)(ii) to the
Parent or any Restricted Subsidiary is equal to or greater than
CZK 100,000,000 (or its equivalent in any other currencies) individually or
in aggregate, the creditor of such Financial Indebtedness shall grant security
over its rights in respect of such Financial Indebtedness in favour of the
Finance Parties on terms acceptable to the Facility Agent (acting on the
instructions of the Majority Lenders);

      


      provided in each case that
the Borrower shall provide to the Facility Agent a written
notification of each Permitted Transaction made under paragraph (f) above where
(i) the amount of dividend or distribution made by, (ii) the principal
amount of any loan or an advance made or Financial Indebtedness incurred by,
(iii) the net consideration received for any asset transferred by, or
(iv) the net consideration paid for any asset transferred to, any member of
the Group in a single transaction or a single series of transactions exceeds CZK
100,000,000 (or its equivalent in any other currencies).


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      “PRIBOR” means, in relation to
any Loan:

      


      
        	
                 
      

              	
                (a)

              	
                the
      offered rate, if any, for CZK and a period comparable to the Interest
      Period of that Loan appearing as of the Specified Time on the Quotation
      Day on the PRBO page of the Reuters Monitor Money Rates Service;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      no such quotation appears for CZK and such period on the relevant page,
      the rate appearing as of the Specified Time on the Quotation Day on any
      other page of the Reuters Monitor Money Rates Service displaying such rate
      for deposits in CZK for such period and replacing the PRBO page;
      or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                if
      no such rate is published for CZK and such period by the Reuters Monitor
      Money Rates Service as of the Specified Time on the Quotation Day, the
      Reference Bank Rate as of the Specified Time on the Quotation Day for such
      period, or a period as close as possible to such
  period.

              


      

      


      “Qualifying Lender” has the
meaning given to that term in Clause 15 (Tax gross-up and
indemnities).

      


      “Quarter Date” means the last
day of a Financial Quarter.

      


      “Quasi-Security” has the
meaning given to that term in Clause 24.12 (Negative
pledge).

      


      “Quotation Day” means in
relation to any period for which an interest rate is to be determined, the
Business Day that is two (2) Business Days prior to the first day of
such period.

      


      “Receiver” means a receiver or
receiver and manager or administrative receiver of the whole or any part of the
Charged Property.

      


      “Reference Bank Rate” means the
arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Facility Agent at its request by the Reference Banks as the rate
at which the relevant Reference Bank could borrow funds in the Prague interbank
market in the relevant currency and for the relevant period, were it to do so by
asking for and then accepting interbank offers for deposits in reasonable market
size in that currency and for that period.

      


      “Reference Banks” means the principal
Prague offices of Česká spořitelna, a.s., Komerční banka, a.s., and
UniCredit Bank Czech Republic, a.s., or such other banks as may be
appointed by the Facility Agent in consultation with the Borrower.

      


      “Relevant Jurisdiction” means,
in relation to an Obligor:

      


      
        	
                 
      

              	
                (a)

              	
                its
      jurisdiction of incorporation;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      jurisdiction where any material asset subject to or intended to be subject
      to the Transaction Security to be created by it is
    situated;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      jurisdiction where it conducts a material part of its business;
      and

              


      


      
        
           


        

        
          41

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                the
      jurisdiction whose laws govern the perfection of any of the Transaction
      Security Documents entered into by
it.

              


      

      


      “Relevant Period” has the
meaning given to that term in Clause 23.1 (Financial
definitions).

      


      “Reliance Parties” means the
Facility Agent, the Arranger, the Security Agent, each Hedge Counterparty, each
Original Lender and each person which becomes a Lender as part of the primary
syndication of the Facility.

      


      “Repayment Date”
means:

      


      
        	
                 
      

              	
                (a)

              	
                each
      date set out in paragraph (a) of Clause 6.1 (Repayment);
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                following
      the exercise of the Extension Option in accordance with Clause 7 (Extension of Initial
      Termination Date) and the extension of the Termination Date
      becoming effective in respect of an Extending Lender (or Extending
      Lenders) in accordance with paragraph (d) of Clause 7.3 (Notice to Lenders),
      each date set out in paragraph (b) of Clause 6.1 (Repayment).

              


      

      


      “Repeating Representations”
means each of the representations set out in Clause 21.2 (Status) to Clause 21.7 (Governing law and
enforcement), Clause 21.11 (No
default),  paragraph (f) of Clause 21.12 (No misleading information),
paragraph (e) of Clause 21.13 (Original Financial
Statements), Clause 21.19 (Ranking) to 21.21 (Legal and beneficial
ownership) and 21.24 (Centre of main interests and
establishments).

      


      “Representative” means any
delegate, agent, manager, administrator, nominee, attorney, trustee or
custodian.

      


      “Required Insurances” means
insurances over any real property which is subject to the Transaction
Security.

      


      “Required Insurance Policies”
means any documents evidencing, creating or conferring (or purporting to
evidence, create or confer) any Required Insurances.

      


      “Secured Obligations” means all
present and future Liabilities of the Obligors (or any of them) to the Secured
Parties (or any of them) under or in connection with the Finance Documents (or
any of them, except for avoidance of doubt for the Hedging Agreements)
including, without limitation, all Liabilities arising out of any extension,
variation, modification, restatement or novation of any Finance Document
whatsoever.

      


      “Secured Parties” means the
Security Agent, any Receiver or Delegate and each of the Facility Agent, the
Arranger and the Lenders from time to time.

      


      “Security” means a mortgage,
charge, pledge, lien or other security interest securing any obligation of any
person or any other agreement or arrangement having a similar
effect.

      


      “Significant Subsidiary” means
any Restricted Subsidiary (as defined in the definition of the “CME Change of
Control”) that would be a “Significant Subsidiary” of the Parent within the
meaning of Rule 1-02 under Regulation S-X promulgated as of 17 September 2009 by
the United States Securities and Exchange Commission, as from time to time
constituted, created under the U.S. Exchange Act, or if at any time after the
execution of this Agreement such Commission is not existing and performing the
duties now assigned to it under the U.S. Securities Act and the U.S. Exchange
Act, then the body performing such duties at such time.


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      “Slovak Additional Obligor”
means Additional Obligor incorporated in the Slovak Republic.

      


      “Slovak Commercial Code” means
the Slovak Act No. 513/1991 Coll. the Commercial Code, as amended.

      


      “Slovak Obligor” means Markiza
or any other Obligor incorporated in the Slovak Republic.

      


      “Specified Time” means a time
determined in accordance with Schedule 10 (Timetables).

      


      “Subsidiary” means, with
respect to a person, company or corporation, any company or
corporation:

      


      
        	
                 
      

              	
                (a)

              	
                which
      is controlled, directly or indirectly, by the first-mentioned person,
      company or corporation; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                which
      owns directly or indirectly at least half of the issued share capital or
      the ownership or any other equity interests or similar right of ownership;
      or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                which
      is a subsidiary of another subsidiary of the first-mentioned person,
      company or corporation,

              


      

      


      and, for
these purposes, a person, company or corporation shall be treated as being
controlled by another person, company or corporation if that other person,
company or corporation is able to direct its affairs and/or to control the
composition of its board of directors or equivalent body; or

      


      
        	
                 
      

              	
                (d)

              	
                in
      relation to a person incorporated (or established) under Dutch law, a
      "dochtermaatschappij"
      within the meaning of Section 2:24a of the Dutch Civil Code (regardless
      whether the shares or voting rights on the shares in such company are held
      directly or indirectly through another "dochtermaatschappij").

              


      

      


      “Syndication Date” means the
day on which the Arranger confirms that the primary syndication of the Facility
has been completed.

      


      “Tax” means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same).


      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      “Termination Date”
means:

      


      
        	
                 
      

              	
                (a)

              	
                if
      the Extension Option is not exercised in accordance with Clause 7 (Extension of Initial
      Termination Date) or the extension of the Termination Date does not
      become effective in respect of an Extending Lender (or Extending Lenders)
      in accordance with paragraph (d) of Clause 7.3 (Notice to Lenders), the
      Initial Termination Date; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      the Extension Option is exercised in accordance with Clause 7 (Extension of Initial
      Termination Date) and the extension of the Termination Date becomes
      effective in respect of an Extending Lender (or Extending Lenders) in
      accordance with paragraph (d) of Clause 7.3 (Notice to Lenders),
      (i) the Extended Termination Date in relation to the Loans (or
      relevant parts of the Loans) made by the Extending Lenders and (ii) the
      Initial Termination Date in relation to the Loans (or relevant parts of
      the Loans) made by Lenders other than the Extending Lenders (if
      any).

              


      

      


      “Total Commitments” means the
aggregate of the Commitments, being CZK 2,500,000,000 at the date of this
Agreement and no more than CZK 3,000,000,000

      


      in
aggregate following the accession of any Additional Lender and/or any Increase
Date.

      


      “Trade Instruments” means any
performance bonds, advance payment bonds or documentary letters of credit issued
in respect of the obligations of any member of the Group arising in the ordinary
course of trading of that member of the Group.

      


      “Transaction Documents” means
the Finance Documents, the CET Loan Agreement, the Markiza Loan Agreement and
Required Insurance Policies.

      


      “Transaction Security” means
the Security created or expressed to be created in favour of the Security Agent
pursuant to the Transaction Security Documents.

      


      “Transaction Security
Documents” means each of the documents listed as being a Transaction
Security Document in paragraph 2(d) of Part I of Schedule 2 (Conditions Precedent) and any
document required to be delivered to the Facility Agent under paragraph 13
of Part II of Schedule 2 (Conditions Precedent)
together with any other document entered into by any Obligor creating or
expressed to create any Security over all or any part of its assets in respect
of the obligations of any of the Obligors under any of the Finance
Documents.

      


      “Transfer Certificate” means a
certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate)
or any other form agreed between the Facility Agent and the
Borrower.

      


      “Transfer Date” means, in
relation to an assignment or a transfer, the later of:

      


      
        	
                 
      

              	
                (a)

              	
                the
      proposed Transfer Date specified in the relevant Assignment Agreement or
      Transfer Certificate; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      date on which the Facility Agent executes the relevant Assignment
      Agreement or Transfer
Certificate.

              


      


      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      “Treasury Transactions” means
any derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price.

      


      “Unfunded Lender” means a
Lender all of whose Commitments remain, at the end of the Utilisation Period,
unutilised.

      


      “Unpaid Sum” means any sum due
and payable but unpaid by an Obligor under the Finance Documents.

      


      “USD” means the lawful currency
for the time being of the United States of America.

      


      “Utilisation Date” means the
date of a Utilisation, being the date on which the relevant Loan is to be
made.

      


      “Utilisation Request” means a
notice substantially in the relevant form set out in Schedule 3 (Utilisation
Request).

      


      “Valuation Report” means the report by
Ernst&Young dated 11 November 2009 relating to certain Charged Property
owned by the Borrower and addressed to, and/or capable of being relied upon, by
the Reliance Parties.

      


      “VAT” means value added tax as
provided for in the Value Added Tax Act 1994, the Czech Act 235/2004 Coll., on
the value added tax, as amended from time to time, and any other tax of a
similar nature, as the case may be.

      


      
        	
                1.2

              	
                Construction

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Unless
      a contrary indication appears, a reference in this Agreement or any other
      Finance Document to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      “Facility Agent”, the “Arranger”, any “Finance Party”, any
      “Hedge
      Counterparty”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the
      “Security Agent”
      or any other person shall be construed so as to include its successors in
      title, permitted assigns and permitted transferees and, in the case of the
      Security Agent, any person for the time being appointed as Security Agent
      or Security Agents in accordance with the Finance
    Documents;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      document in “agreed
      form” is a document which is previously agreed in writing by or on
      behalf of the Borrower and the Facility Agent or, if not so agreed, is in
      the form specified by the Facility
Agent;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                “assets” includes present
      and future properties, revenues and rights of every
      description;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                a
      “Finance
      Document”, a “Transaction Document” or
      any other agreement or instrument is a reference to that Finance Document,
      Transaction Document or other agreement or instrument as amended, novated,
      supplemented, extended or
restated;

              


      


      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (v)

              	
                “guarantee” means (other
      than in Clause 20 (Guarantee and
      Indemnity)) any guarantee, letter of credit, bond, indemnity or
      similar assurance against loss, or any obligation, direct or indirect,
      actual or contingent, to purchase or assume any indebtedness of any person
      or to make an investment in or loan to any person or to purchase assets of
      any person where, in each case, such obligation is assumed in order to
      maintain or assist the ability of such person to meet its
      indebtedness;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                “indebtedness” includes
      any obligation (whether incurred as principal or as surety) for the
      payment or repayment of money, whether present or future, actual or
      contingent;

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                a
      “person” includes
      any individual, firm, company, corporation, government, state or agency of
      a state or any association, trust, joint venture, consortium or
      partnership (whether or not having separate legal
      personality);

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                a
      “regulation”
      includes any regulation, rule, official directive, request or guideline
      (whether or not having the force of law) of any governmental,
      intergovernmental or supranational body, agency, department or of any
      regulatory, self-regulatory or other authority or
      organisation;

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                “shares” issued by the
      Borrower or Markiza includes ownership interest or other forms of
      participation in the Borrower or Markiza, as
  applicable;

              


      

      


      
        	
                 
      

              	
                (x)

              	
                a
      provision of law is a reference to that provision as amended or
      re-enacted; and

              


      

      


      
        	
                 
      

              	
                (xi)

              	
                a
      time of day is a reference to Prague
time.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Section,
      Clause and Schedule headings are for ease of reference
    only.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Unless
      a contrary indication appears, a term used in any other Finance Document
      or in any notice given under or in connection with any Finance Document
      has the same meaning in that Finance Document or notice as in this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                A
      Default (other than an Event of Default) is “continuing” if it has
      not been remedied or waived and an Event of Default is “continuing” if it has
      not been remedied or waived.

              


      

      


      
        	
                1.3

              	
                Czech
      terms

              


      

      


      In this
Agreement, a reference used in connection with the Borrower or with any Finance
Document or other document, to which the Borrower is a party, to:

      


      
        	
                 
      

              	
                (a)

              	
                a
      novation includes privativní novace and
      kumulativní
      novace;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a
      Security includes zástavní právo, zádržné právo, zajišťovací převod práva, and zajišťovací postoupení
      pohledávky;

              


      


      
        
           


        

        
          46

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                a
      bankruptcy or insolvency includes insolvenční řízení,
      konkurs, reorganizace, and nucená
      správa;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                being
      bankrupt or insolvent includes being v úpadku, v hrozícím úpadku,
      předlužený,
      platebně neschopný, v konkurzu, v
      reorganizaci, and v nucené
      správě;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                an
      expropriation, attachment, sequestration, distress, execution or analogous
      process includes vyvlastnění,
      exekuce and výkon
      rozhodnutí;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                winding-up,
      dissolution, administration or reorganisation includes likvidace, zrušení s likvidací,
      zrušení bez likvidace
      bez právního nástupce, insolvenční
      řízení,
      konkurs, reorganizace and nucená
      správa;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                a
      receiver, administrator, administrative receiver, compulsory manager or
      similar officer includes likvidátor, inslovenční správce (including
      předběžný
      správce), nucený správce, and
      exekutor;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                a
      moratorium includes reorganizace and moratorium;
      and

              


      

      


      
        	
                 
      

              	
                (i)

              	
                constitutional
      documents includes společenská
      smlouva, zakladatelská listina,
      zakladatelská
      smlouva, zřizovací
      listina, statut, and stanovy.

              


      

      


      
        	
                1.4

              	
                Dutch
      terms

              


      

      


      In this
Agreement, where it relates to a Dutch Guarantor, a reference to:

      


      
        	
                 
      

              	
                (a)

              	
                a
      necessary action to authorise where applicable, includes without
      limitation:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      action required to comply with the Works Councils Act of the Netherlands
      (Wet op de
      ondernemingsraden); and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                obtaining
      a positive and unconditional advice (advies) from the
      competent works council(s);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                gross
      negligence means grove
      schuld;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                a
      security interest includes any mortgage (hypotheek), pledge
      (pandrecht),
      retention of title arrangement (eigendomsvoorbehoud),
      privilege (voorrecht), right of
      retention (recht van
      retentie), right to reclaim goods (recht van reclame), and, in
      general, any right in rem (beperkte recht),
      created for the purpose of granting security (goederenrechtelijk
      zekerheidsrecht);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                wilful
      misconduct means opzet;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                a
      winding-up, administration or dissolution (and any of those terms)
      includes a Dutch entity being declared bankrupt (failliet verklaard) or
      dissolved (ontbonden);

              


      

      


      
        	
                 
      

              	
                (f)

              	
                a
      moratorium includes sursance van betaling
      and granted a moratorium includes surséance
      verleend;

              


      


      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (g)

              	
                any
      step or procedure taken in connection with insolvency proceedings includes
      a Dutch entity having filed a notice under section 36 of the Dutch Tax
      Collection Act (Invorderingswet
      1990);

              


      

      


      
        	
                 
      

              	
                (h)

              	
                an
      administrative receiver includes a curator;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                an
      administrator includes a bewindvoerder;
      and

              


      

      


      
        	
                 
      

              	
                (j)

              	
                an
      attachment includes a beslag.

              


      

      


      
        	
                1.5

              	
                Slovak
      terms

              


      

      


      In this
Agreement, a reference used in connection with a Slovak Obligor or with any
Finance Document or other document, to which any Slovak Obligor is a party,
to:

      


      
        	
                 
      

              	
                (a)

              	
                a
      novation includes privatívna novácia and
      kumulatívna
      novácia;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a Security includes
      záložné
      právo,
      zádržné
      právo,
      zabezpečovací
      prevod práva, and zabezpečovacie postúpenie
      pohľadávky;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                a
      bankruptcy or insolvency includes konkurzné konanie,
      konkurz, reštrukturalizačné
      konanie, reštrukturalizácia, and
      nútená
      správa;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                being
      bankrupt or insolvent includes being v úpadku, predlžený, platobne neschopný,
      v konkurze, v reštrukturalizácii,
      and v nútenej
      správe;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                an
      expropriation, attachment, sequestration, distress, execution or analogous
      process includes vyvlastnenie, exekúcia and výkon
      rozhodnutia;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                winding-up,
      dissolution, administration or reorganisation includes likvidácia, zrušenie s likvidáciou,
      zrušenie bez likvidácie
      bez právneho nástupcu, konkurzné konanie, konkurz, reštrukturalizačné
      konanie, reštrukturalizácia, and
      nútená
      správa;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                a
      receiver, administrator, administrative receiver, compulsory manager or
      similar officer includes likvidátor, konkurzný správca
      (including predbežný správca),
      reštrukturalizačný správca, nútený správca, and
      súdny
      exekútor;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                a
      moratorium includes reštrukturalizačné
      konanie and reštrukturalizácia;
      and

              


      

      


      
        	
                 
      

              	
                (i)

              	
                constitutional
      documents includes spoločenská zmluva, zakladateľská
      listina, zakladateľská
      zmluva,
      zriaďovacia
      listina, štatút, and stanovy.

              


      

      


      
        	
                1.6

              	
                Third
      party rights

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Unless
      expressly provided to the contrary in a Finance Document a person who is
      not a Party has no right under the Contracts (Rights of Third Parties) Act
      1999 (the “Third Parties
      Act”) to enforce or enjoy the benefit of any term of this
      Agreement.

              


      


      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Notwithstanding
      any term of any Finance Document, the consent of any person who is not a
      Party is not required to rescind or vary this Agreement at any
      time.

              


      

      


      SECTION 2

      THE
FACILITY

      


      
        	
                2.

              	
                THE
      FACILITY

              


      

      


      
        	
                2.1

              	
                The
      Facility

              


      

      


      Subject
to the terms of this Agreement, the Lenders make available to the Borrower a CZK
term loan facility in an aggregate amount up to the Total
Commitments.

      


      
        	
                2.2

              	
                Finance
      Parties’ rights and obligations

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      obligations of each Finance Party under the Finance Documents are
      several.  Failure by a Finance Party to perform its obligations
      under the Finance Documents does not affect the obligations of any other
      Party under the Finance Documents.  No Finance Party is
      responsible for the obligations of any other Finance Party under the
      Finance Documents.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      rights of each Finance Party under or in connection with the Finance
      Documents are separate and independent rights and any debt arising under
      the Finance Documents to a Finance Party from an Obligor shall be a
      separate and independent debt.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      Finance Party may, except as otherwise stated in the Finance Documents,
      separately enforce its rights under the Finance
  Documents.

              


      

      


      
        	
                2.3

              	
                Obligors’
      Agent

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Obligor (other than the Borrower) by its execution of this Agreement or an
      Accession Deed irrevocably appoints the Borrower to act on its behalf as
      its agent in relation to the Finance Documents and irrevocably
      authorises:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Borrower on its behalf to supply all information concerning itself
      contemplated by this Agreement to the Finance Parties and to give all
      notices and instructions, to execute on its behalf any Accession Deed, to
      make such agreements and to effect the relevant amendments, supplements
      and variations capable of being given, made or effected by any Obligor
      notwithstanding that they may affect the Obligor, without further
      reference to or the consent of that Obligor;
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                each
      Finance Party to give any notice, demand or other communication to that
      Obligor pursuant to the Finance Documents to the Borrower (c/o the
      Parent);

              


      

      


      and in
each case the Obligor shall be bound as though the Obligor itself had given the
notices and instructions (including, without limitation, any Utilisation
Requests) or executed or made the agreements or effected the amendments,
supplements or variations, or received the relevant notice, demand or other
communication.


      
        
           


        

        
          49

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Every
      act, omission, agreement, undertaking, settlement, waiver, amendment,
      supplement, variation, notice or other communication given or made by the
      Obligors’ Agent or given to the Obligors’ Agent under any Finance Document
      on behalf of another Obligor or in connection with any Finance Document
      (whether or not known to any other Obligor and whether occurring before or
      after such other Obligor became an Obligor under any Finance Document)
      shall be binding for all purposes on that Obligor as if that Obligor had
      expressly made, given or concurred with it.  In the event of any
      conflict between any notices or other communications of the Obligors’
      Agent and any other Obligor, those of the Obligors’ Agent shall
      prevail.

              


      

      


      
        	
                3.

              	
                PURPOSE

              


      

      


      
        	
                3.1

              	
                Purpose

              


      

      


      The
Borrower shall apply all amounts borrowed by it under the Facility
towards:

      


      
        	
                 
      

              	
                (a)

              	
                first,
      refinancing all outstanding Financial Indebtedness of the Borrower to Česká
      spořitelna, a.s. (“CSAS”), under (i) the
      CZK 1,200,000,000 facility agreement No. 2644/05/LCD dated 27 October
      2005, as amended from time to time, and (ii) the CZK 250,000,000 facility
      agreement No. 2645/05/LCD dated 27 October 2005, as amended from time to
      time, in each case made between the Borrower as borrower and CSAS as
      lender; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                second,
      repayment of the outstanding principal of the loan under the CET Loan
      Agreement up to the amount of CZK
1,550,000,000.

              


      

      


      
        	
                3.2

              	
                Monitoring

              


      

      


      No
Finance Party is bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement.

      


      
        	
                4.

              	
                CONDITIONS
      OF UTILISATION

              


      

      


      
        	
                4.1

              	
                Initial
      conditions precedent

              


      

      


      The
Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in
relation to any Loan if on or before the Utilisation Date for that Loan, the
Facility Agent has received all of the documents and other evidence listed in
Part I of Schedule 2 (Conditions precedent) in form
and substance satisfactory to the Facility Agent (acting
reasonably).  The Facility Agent shall notify the Borrower and the
Lenders promptly upon being so satisfied.

      


      
        	
                4.2

              	
                Further
      conditions precedent

              


      

      


      Subject
to Clause 4.1 (Initial
Conditions Precedent), the Lenders will only be obliged to comply with
Clause 5.4 (Lenders’
participation), if on the date of the Utilisation Request and on the
proposed Utilisation Date:


      
        
           


        

        
          50

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                no
      Default is continuing or would result from the proposed Loan;
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Repeating Representations to be made by each Obligor are true in all
      material respects.

              


      

      


      
        	
                4.3

              	
                Maximum
      number of Loans

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Borrower may not deliver a Utilisation Request if, as a result of the
      proposed Loan, seven (7) or more Loans would be
    outstanding.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Borrower may not request that a Loan be
divided.

              


      

      


      SECTION 3

      UTILISATION

      


      
        	
                5.

              	
                UTILISATION

              


      

      


      
        	
                5.1

              	
                Delivery
      of a Utilisation Request

              


      

      


      The
Borrower may utilise the Facility by delivery to the Facility Agent of a duly
completed Utilisation Request not later than the Specified Time.

      


      
        	
                5.2

              	
                Completion
      of a Utilisation Request

              


      

      


      Each
Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:

      


      
        	
                 
      

              	
                (a)

              	
                the
      proposed Utilisation Date is a Business Day within the Availability
      Period;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      currency and amount of the Loan comply with Clause 5.3 (Currency and amount);
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      proposed Interest Period complies with Clause 12 (Interest
      Periods).

              


      

      


      
        	
                5.3

              	
                Currency
      and amount

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      currency specified in a Utilisation Request must be
  CZK.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      amount of the proposed Loan must be at least CZK 300,000,000, or, if less,
      the Available Facility.

              


      

      


      
        	
                5.4

              	
                Lenders’
      participation

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      the conditions set out in this Agreement have been met, each Lender shall
      make its participation in each Loan available by the Utilisation Date
      through its Facility Office.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      amount of each Lender’s participation in each Loan will be equal to the
      proportion borne by its Available Commitment to the Available Facility
      immediately prior to making the Loan (for the avoidance of doubt, taking
      into account (i) following the accession of an Additional Lender, the
      Available Commitment of that Additional Lender, and (ii) following the
      Increase Date applicable to any Original Lender, the increased Commitment
      of that Original Lender).

              


      


      
        
           


        

        
          51

          
            

          

        

        
           


        

      


      
        	
                5.5

              	
                Cancellation
      of Commitments

              


      

      


      The
Commitments which, at that time, are unutilised shall be immediately cancelled
at the end of the Availability Period.

      


      SECTION 4


      REPAYMENT,
PREPAYMENT AND CANCELLATION

      


      
        	
                6.

              	
                REPAYMENT

              


      

      


      
        	
                6.1

              	
                Repayment

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Borrower shall repay the aggregate Loans by repaying on each Repayment
      Date an amount which reduces the outstanding aggregate Loans by an amount
      equal to the relevant percentage of all the Loans as at the close of
      business in Prague on the last day of the Availability Period as set out
      in the table below:

              


      

      


      
        	
                Repayment
      Date

              	 	
                Repayment
      Instalment

              
	 	 	 
	
                Date
      falling twelve (12) Months from the date of this Agreement

              	 	
                15%

              
	 	 	 
	
                Date
      falling eighteen (18) Months from the date of this
    Agreement

              	 	
                15%

              
	 	 	 
	
                Date
      falling twenty four (24) Months from the date of this
      Agreement

              	 	
                15%

              
	 	 	 
	
                The
      earlier of (i) date falling thirty (30) Months from the date of this
      Agreement, and (ii) the Initial Termination Date

              	 	
                15%

              
	 	 	 
	
                Initial
      Termination Date

              	 	
                40%

              


      

      


      


      
        	
                 
      

              	
                (b)

              	
                Notwithstanding
      paragraph (a) above, in relation to each Extending Lender, following the
      exercise of the Extension Option in accordance with Clause 7 (Extension of Initial
      Termination Date) and the extension of the Initial Termination Date
      becoming effective in respect of an Extending Lender (or Extending
      Lenders) in accordance with paragraph (d) of Clause 7.3 (Notice to Lenders), the
      Borrower shall further repay the aggregate of the Loans (or relevant parts
      of the Loans in respect of which the Extension Option has been exercised)
      borrowed from an Extending Lender (or Extending Lenders) in instalments by
      repaying on each Repayment Date an amount which reduces the amount of such
      outstanding aggregate Loans (or relevant parts of the Loans) by an amount
      equal to the relevant percentage of all the Loans as at the close of
      business in Prague on the last day of the Availability Period as set out
      in the table below:

              


      


      
        
           


        

        
          52

          
            

          

        

        
           


        

      


      


      
        	
                Repayment
      Date

              	 	
                Repayment
      Instalment

              
	 	 	 
	
                Date
      falling twelve (12) Months from the date of this Agreement

              	 	
                15%

              
	 	 	 
	
                Date
      falling eighteen (18) Months from the date of this
    Agreement

              	 	
                15%

              
	 	 	 
	
                Date
      falling twenty four (24) Months from the date of this
      Agreement

              	 	
                15%

              
	 	 	 
	
                Date
      falling thirty (30) Months from the date of this Agreement

              	 	
                15%

              
	 	 	 
	
                Date
      falling thirty (36) Months from the date of this Agreement

              	 	
                15%

              
	 	 	 
	
                The
      earlier of (i) the date falling forty two (42) Months from the date of
      this Agreement, and (ii) the Extended Termination
Date

              	 	
                15%

              
	 	 	 
	
                Extended
      Termination Date

              	 	
                10%

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Borrower may not reborrow any part of the Facility which is
      repaid.

              


      

      


      
        	
                6.2

              	
                Effect
      of cancellation and prepayment on scheduled repayments and
      reductions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      any of the Loans are prepaid in accordance with Clause 8.3 (Right of cancellation and
      repayment in relation to a single Lender) or Clause 8.1 (Illegality), the amount
      of the repayment instalments for each Repayment Date falling after that
      prepayment will reduce pro rata by the amount
      of the Loan prepaid.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      any of the Loans are prepaid in accordance with Clause 8.2 (Voluntary
      prepayment), the amount of the
      repayment instalments for each Repayment Date falling after that
      prepayment will reduce in chronological order by the amount of the Loan
      prepaid.

              


      


      
        
           


        

        
          53

          
            

          

        

        
           


        

      


      
        	
                7.

              	
                EXTENSION
      OF INITIAL TERMINATION DATE

              


      

      


      
        	
                7.1

              	
                Extension
      Request

              


      

      


      The
Borrower may, by delivering to the Facility Agent the Extension Request, make a
single request that the Termination Date be extended until the Extended
Termination Date.

      


      
        	
                7.2

              	
                Completion
      of the Extension Request

              


      

      


      The
Extension Request shall be irrevocable and will not be regarded as having been
duly completed unless:

      


      
        	
                 
      

              	
                (a)

              	
                it
      is delivered to the Facility Agent not later than the Specified Time on
      the date falling not less than 60 days (but not more than 90 days) before
      the Extension Option Date;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                it
      specifies the Extension Fee at the rate agreed between the Borrower and
      the Facility Agent; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                it
      includes confirmation from the Borrower that the Repeating Representations
      are true in all material respects and that no Default or Event of Default
      has occurred, in each case in form and content satisfactory to the
      Facility Agent (acting reasonably).

              


      

      


      
        	
                7.3

              	
                Notice
      to Lenders

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Upon
      receipt of the duly completed Extension Request, the Facility Agent shall
      promptly notify each Lender of such Extension Request.  After
      such notice is received from the Facility Agent, each Lender shall, not
      less than 30 days before the Extension Option Date, and in its absolute
      discretion, give written notice confirming either
  that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                it
      does not consent to the extension requested and wishes to be repaid its
      share of the Loans in full on the Initial Termination Date (and whether,
      in the alternative, it is willing to transfer such share of the Loans by
      way of a Transfer Certificate); or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                it
      is willing to participate in the extension (in whole or in part) and for
      the purpose of paragraph (c) below, whether and the extent to which (A)
      notwithstanding such consent, it wishes to decrease its participation in
      any Loan (and whether it is willing to do so by way of a Transfer
      Certificate) or (B) it is willing to increase its participation in any
      Loan by way of a Transfer
Certificate.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the Facility Agent does not receive notice from a Lender by the time limit
      specified above in paragraph (a) of this Clause 7.3 (Notice to Lenders),
      such Lender shall be deemed not to have consented to the extension
      requested.  Subject to receipt by the Facility Agent of
      sufficient notice pursuant to paragraph (a) of this Clause 7.3 (Notice to Lenders) and
      otherwise to the extent reasonably practicable, the Facility Agent shall,
      not less than 10 Business Days before the Extension Option Date, inform
      the Borrower and the Extending Lenders of (i) the amount of the
      Facility and (ii) each Extending Lender’s participation in the Loans, in
      each case, which is to apply with effect from the Initial Termination
      Date.

              


      


      
        
           


        

        
          54

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Each
      Lender which has indicated it does not consent to the Extension Request,
      or is deemed not to have consented to the Extension Request, or has
      consented to the Extension Request but wishes to reduce its participation
      in any Loan, in each case, in accordance with paragraphs (a) and (b)
      above:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                may
      upon invitation by the Facility Agent and only if agreed to by such
      Lender, be required to transfer its (or any part of its) participation in
      such Loan to a Transferee designated by the Facility Agent, such transfer
      to be made in accordance with and subject to the provisions of Clause 26
      (Changes to the
      Lenders) (except for Clause 26.3 (Assignment or transfer
      fee) which shall not apply to any transfer pursuant to this
      sub-paragraph (i)) provided that the relevant Transfer Date for such
      transfer shall be the Initial Termination Date;
  or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                shall:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                to
      the extent its (or any part of its) participation in such Loan is not
      transferred under paragraph (i)
above;

              


      

      


      
        	
                 
      

              	
                (B)

              	
                to
      the extent its (or any part of its) participation in any Loans is not
      being retained by such Lender pursuant to paragraph (a)(ii) of this
      Clause; or

              


      

      


      
        	
                 
      

              	
                (C)

              	
                if
      paragraph (b) of this Clause applies to such
  Lender,

              


      

      


      be repaid
by the Borrower its (or such part of its) participation in the Loans in full on
the Initial Termination Date, together with accrued interest thereon and any
other amounts owing to such Lender under this Agreement in connection
therewith,

      


      and for
the purposes of this paragraph (c), such Lender shall deliver to the Facility
Agent each Transfer Certificate (if any), duly executed by it, no later than 5
Business Days prior to the Initial Termination Date.

      


      
        	
                 
      

              	
                (d)

              	
                Provided
      that on the Initial Termination Date there is no Event of Default or
      Default continuing and subject to Clause 10.7 (Extension), the
      extension will take effect on the Initial Termination Date in relation
      to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                those
      Lenders who have notified the Facility Agent, in accordance with the
      provisions of paragraph (a) above, of their willingness to participate in
      the extension; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      Transferees referred to in paragraph (c)(i)
  above,

              


      

      


      (together,
the “Extending
Lenders”).k


      
        
           


        

        
          55

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (e)

              	
                Each
      Borrower shall enter into such amendment and other documentation deemed
      necessary by the Facility Agent (if any) to give effect to the Extension
      Option.

              


      

      


      
        	
                7.4

              	
                Extension
      Fee and Costs

              


      

      


      If the
extension of the Initial Termination Date becomes effective in relation to any
Extending Lender in accordance with paragraph (d) of Clause 7.3 (Notice to Lenders), the
Borrower shall be liable to pay on the date falling ten (10) Business Days after
the Initial Termination Date to the Facility Agent on behalf of the Extending
Lenders the Extension Fee. The Borrower shall be liable for all reasonably and
properly incurred costs and expenses (including, without limitation, legal fees
together with any VAT) incurred by the Finance Parties in connection with the
extension and shall reimburse the same to the Facility Agent on behalf of the
Finance Parties within 5 days of a request therefor.

      


      
        	
                8.

              	
                ILLEGALITY,
      VOLUNTARY PREPAYMENT AND
CANCELLATION

              


      

      


      
        	
                8.1

              	
                Illegality

              


      

      


      If it
becomes unlawful in any applicable jurisdiction for a Lender to perform any of
its obligations as contemplated by this Agreement or to fund, issue or maintain
its participation in any Loan:

      


      
        	
                 
      

              	
                (a)

              	
                that
      Lender shall promptly notify the Facility Agent upon becoming aware of
      that event;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                upon
      the Facility Agent notifying the Borrower, the Commitment of that Lender
      will be immediately cancelled; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      Borrower shall repay that Lender’s participation in the Loans on the last
      day of the Interest Period for each Loan occurring after the Facility
      Agent has notified the Borrower or, if earlier, the date specified by the
      Lender in the notice delivered to the Facility Agent (being no earlier
      than the last day of any applicable grace period permitted by
      law).

              


      

      


      
        	
                8.2

              	
                Voluntary
      prepayment

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to paragraph (b) and (c) below, the Borrower may, if it gives the
      Facility Agent not less than ten (10) Business Days’ (or such shorter
      period as the Majority Lenders may agree) prior notice, prepay the whole
      or any part of that Loan (but, if in part, being an amount that reduces
      the amount of that Loan by a minimum amount of CZK
      300,000,000).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      Loan (or any part of any Loan) may only be prepaid after the last day of
      the Availability Period (or, if earlier, the day on which the applicable
      Available Facility is zero).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      the Borrower prepays a Loan (or any part of any Loan) under this Clause
      8.2 (Voluntary
      prepayment) the Borrower shall, on the date of such voluntary
      prepayment pay to the Facility Agent, in addition to the amounts prepaid,
      a prepayment fee in the amount of 0.50% per cent. per annum until the
      Initial Termination Date of the prepaid
amounts.

              


      


      
        
           


        

        
          56

          
            

          

        

        
           


        

      


      
        	
                8.3

              	
                Right
      of cancellation and repayment in relation to a single
    Lender

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      sum payable to any Lender by an Obligor is required to be increased under
      paragraph (c) of Clause 15.2 (Tax gross-up);
      or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      Lender claims indemnification from the Borrower or an Obligor under
      Clause 15.3 (Tax
      indemnity) or Clause 16.1 (Increased
      costs),

              


      

      


      the
Borrower may, whilst the circumstance giving rise to the requirement for that
increase or indemnification continues, give the Facility Agent notice of
cancellation of the Commitment of that Lender and its intention to procure the
repayment of that Lender’s participation in the Loans.

      


      
        	
                 
      

              	
                (b)

              	
                On
      receipt of a notice referred to in paragraph (a) above in relation to
      a Lender, the Commitment of that Lender shall immediately be reduced to
      zero.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                On
      the last day of each Interest Period which ends after the Borrower has
      given notice under paragraph (a) above in relation to a Lender (or,
      if earlier, the date specified by the Borrower in that notice), the
      Borrower shall repay that Lender’s participation in the Loans together
      with all interest and other amounts accrued under the Finance
      Documents.

              


      

      


      
        	
                8.4

              	
                Right
      of cancellation in relation to a Defaulting
  Lender

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      any Lender becomes a Defaulting Lender, the Borrower may, at any time
      whilst the Lender continues to be a Defaulting Lender, give the Facility
      Agent ten (10) Business Days’ notice of cancellation of the Available
      Commitment of that Lender.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                On
      the notice referred to in paragraph (a) above becoming effective, the
      Available Commitment of the Defaulting Lender shall immediately be reduced
      to zero.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Facility Agent shall as soon as practicable after receipt of a notice
      referred to in paragraph (a) above, notify all the
      Lenders.

              


      

      


      
        	
                8.5

              	
                Right
      of cancellation in relation to a Market Disruption Event or an Alternative
      Disruption Event

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Borrower may, if it gives the Facility Agent not less than ten
      (10) Business Days’ (or such shorter period as the Majority Lenders
      may agree) prior notice given at the time when a Market Disruption Event
      or an Alternative Disruption Event has occurred and is continuing, at its
      option, prepay:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      Loan in relation to which that Market Disruption Event or that Alternative
      Disruption Event has occurred and is continuing;
  or

              


      


      
        
           


        

        
          57

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                in
      the case that such Market Disruption Event or Alternative Disruption Event
      has occurred and is continuing in relation to a portion of a Loan only,
      any such portion of a Loan.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Nothing
      in this Clause 8.5 shall affect any rights or discretions of the Facility
      Agent under paragraph (h) of Clause 29.6 (Rights and
      discretions).

              


      

      


      
        	
                9.

              	
                MANDATORY
      PREPAYMENT

              


      

      


      
        	
                9.1

              	
                Change
      of Control

              


      

      


      Upon the
occurrence of a Change of Control any Lender may at its option, require
cancelation of the Commitment of such Lender and/or prepayment of its portion of
the outstanding Loans, together with accrued interest, upon 5 days notice of the
Facility Agent (acting on the instructions of the relevant Lender).

      


      
        	
                10.

              	
                RESTRICTIONS

              


      

      


      
        	
                10.1

              	
                Notices
      of Cancellation or Prepayment

              


      

      


      Any
notice of cancellation, prepayment, authorisation or other election given by any
Party under Clause 8 (Illegality, voluntary prepayment and
cancellation) shall (subject to the terms of those Clauses) be
irrevocable and, unless a contrary indication appears in this Agreement, shall
specify the date or dates upon which the relevant cancellation or prepayment is
to be made and the amount of that cancellation or prepayment.

      


      
        	
                10.2

              	
                Interest
      and other amounts

              


      

      


      Any
prepayment under this Agreement shall be made together with accrued interest on
the amount prepaid and:

      


      
        	
                 
      

              	
                (a)

              	
                in
      relation to any prepayment made under Clause 8.5 (Right of cancellation in
      relation to a Market Disruption Event or an Alternative Disruption
      Event), shall be made without Break Costs, prepayment fee, premium
      or penalty; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      relation to any prepayment made under Clause 8.2 (Voluntary Prepayment), shall be
      made subject to Break Costs and prepayment fee as set out in paragraph (c)
      of Clause 8.2 (Voluntary Prepayment).

              


      

      


      
        	
                10.3

              	
                No
      reborrowing of the Facility

              


      

      


      The
Borrower may not reborrow any part of the Facility which is
prepaid.

      


      
        	
                10.4

              	
                Prepayment
      in accordance with Agreement

              


      

      


      The
Borrower shall not repay or prepay all or any part of the Loans or cancel all or
any part of the Commitments except at the times and in the manner expressly
provided for in this Agreement.


      
        
           


        

        
          58

          
            

          

        

        
           


        

      


      
        	
                10.5

              	
                No
      reinstatement of Commitments

              


      

      


      No amount
of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.

      


      
        	
                10.6

              	
                Facility
      Agent’s receipt of Notices

              


      

      


      If the
Facility Agent receives a notice under Clause 8 (Illegality, voluntary prepayment and
cancellation) it shall promptly forward a copy of that notice or election
to either the Parent or the affected Lender, as appropriate.

      


      
        	
                10.7

              	
                Extension

              


      

      


      If a
Lender has received an Extension Request from the Facility Agent in accordance
with Clause 7.3 (Notice
to Lenders) and either (a) the Facility Agent receives notice from such
Lender in accordance with such Clause 7.3 (Notice to Lenders) that such
Lender does not consent to the extension requested, (b) the Facility Agent
receives a notice from such Lender in accordance with Clause 7.3 (Notice to Lenders) confirming
that such Lender does consent to the extension requested in that Extension
Request but that it wishes to reduce its participation in a Loan on the Initial
Termination Date or (c) the Facility Agent has not received any such notice from
such Lender by the time specified in Clause 7.3 (Notice to Lenders), the
Facility Agent shall (subject to paragraph (c) of Clause 7.3 (Notice to Lender)) promptly
notify the Borrower of its obligation to repay such Lender in full or, as the
case may be, by the amount of the reduction of its participation.

      


      
        	
                10.8

              	
                Effect
      of Repayment and Prepayment on
Commitments

              


      

      


      If all or
part of a Loan is repaid or prepaid and is not available for redrawing (other
than by operation of Clause 4.2 (Further conditions
precedent)), an amount of the Commitments (equal to the amount of the
Loan which is repaid or prepaid) will be deemed to be cancelled on the date of
repayment or prepayment.  Any cancellation under this Clause 10.8
shall reduce the Commitments of the Lenders rateably.

      


      SECTION 5

      COSTS
OF LOAN

      


      
        	
                11.

              	
                INTEREST

              


      

      


      
        	
                11.1

              	
                Calculation
      of interest

              


      

      


      The rate
of interest on each Loan for each Interest Period is the percentage rate per
annum which is the aggregate of the applicable:

      


      
        	
                 
      

              	
                (a)

              	
                Margin;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                PRIBOR;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Mandatory
      Cost, if any.

              


      


      
        
           


        

        
          59

          
            

          

        

        
           


        

      


      
        	
                11.2

              	
                Payment
      of interest

              


      

      


      The
Borrower to which a Loan has been made shall pay accrued interest on that Loan
on the last day of each Interest Period.

      


      
        	
                11.3

              	
                Default
      interest

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      an Obligor fails to pay any amount payable by it under a Finance Document
      on its due date, interest shall accrue on the overdue amount from the due
      date up to the date of actual payment (both before and after judgment) at
      a rate which, subject to paragraph (b) below, is
      2 per cent. higher than the rate which would have been payable
      if the overdue amount had, during the period of non-payment, constituted a
      Loan in the currency of the overdue amount for successive Interest
      Periods, each of a duration selected by the Facility Agent (acting
      reasonably).  Any interest accruing under this Clause 11.3
      shall be immediately payable by the Obligor on demand by the Facility
      Agent.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      any overdue amount consists of all or part of a Loan which became due on a
      day which was not the last day of an Interest Period relating to that
      Loan:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      first Interest Period for that overdue amount shall have a duration equal
      to the unexpired portion of the current Interest Period relating to that
      Loan; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      rate of interest applying to the overdue amount during that first Interest
      Period shall be 2 per cent. higher than the rate which would
      have applied if the overdue amount had not become
  due.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Default
      interest (if unpaid) arising on an overdue amount will be compounded with
      the overdue amount at the end of each Interest Period applicable to that
      overdue amount but will remain immediately due and
  payable.

              


      

      


      
        	
                11.4

              	
                Notification
      of rates of interest

              


      

      


      The
Facility Agent shall promptly notify the Lenders and the Borrower of the
determination of a rate of interest under this Agreement.

      


      
        	
                12.

              	
                INTEREST
      PERIODS

              


      

      


      
        	
                12.1

              	
                Interest
      Periods

              


      

      


      
        	
                 
      

              	
                (a)

              	
                An
      Interest Period shall, in relation to each Loan, mean the period
      commencing on the Utilisation Date in respect of that Loan and ending on
      the date falling three (3) Months after the Utilisation Date in respect of
      that Loan and each period of three (3) Months thereafter commencing on the
      first day after the last day of the immediately preceding Interest Period
      and ending on the date that falls three (3) Months after the last day of
      the immediately preceding Interest
Period.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                An
      Interest Period for a Loan shall not extend beyond the Termination
      Date.

              


      


      
        
           


        

        
          60

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Prior
      to the Syndication Date, Interest Periods shall be one Month or such other
      period as the Facility Agent and the Parent may agree and any Interest
      Period which would otherwise end during the Month preceding or extend
      beyond the Syndication Date shall end on the Syndication
    Date.

              


      

      


      
        	
                12.2

              	
                Changes
      to Interest Periods

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Prior
      to determining the interest rate for a Loan, the Facility Agent may
      shorten an Interest Period for any Loan to ensure there are sufficient
      Loans (with an aggregate amount equal to or greater than the relevant
      repayment instalment) which have an Interest Period ending on a Repayment
      Date for the Borrowers to make the relevant repayment instalment due on
      that date.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the Facility Agent makes any of the changes to an Interest Period referred
      to in this Clause 12.2, it shall promptly notify the Borrower and the
      Lenders.

              


      

      


      
        	
                12.3

              	
                Non-Business
      Days

              


      

      


      If an
Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month
(if there is one) or the preceding Business Day (if there is not).

      


      
        	
                12.4

              	
                Consolidation
      of Loans

              


      

      


      Each
Interest Period that would include the Consolidation Date shall commence on the
last day of the immediately preceding Interest Period and end on the
Consolidation Date and the immediately following Interest Period shall commence
on the Consolidation Date. With effect from the Consolidation Date, all Loans
then outstanding shall be consolidated into one Loan and treated as a single
Loan.

      


      
        	
                13.

              	
                CHANGES
      TO THE CALCULATION OF INTEREST

              


      

      


      
        	
                13.1

              	
                Absence
      of quotations

              


      

      


      Subject
to Clause 13.2 (Market
disruption):

      


      
        	
                 
      

              	
                (a)

              	
                if
      PRIBOR is to be determined by reference to the Reference Banks but a
      Reference Bank does not supply a quotation by the Specified Time on the
      Quotation Day, the applicable PRIBOR shall be determined on the basis of
      the quotations of the remaining Reference Banks;
  or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      Clause 13.3 (Alternative Reference Bank
      Rate) applies but an Alternative Reference Bank does not supply a
      quotation before close of business in Prague on the date falling one
      Business Day after the Quotation Day for that Loan, the applicable
      Alternative Reference Bank Rate shall be determined on the basis of the
      quotations of the remaining Alternative Reference
  Banks.

              


      

      


      
        	
                13.2

              	
                Market
      disruption

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      a Market Disruption Event occurs in relation to a Loan for any Interest
      Period, then the rate of interest on each Lender’s share of that Loan for
      the Interest Period shall be the percentage rate per annum which is the
      sum of:

              


      


      
        
           


        

        
          61

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                the
      Margin;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Alternative Reference Bank Rate or (if an Alternative Market Disruption
      Event has occurred with respect to that Loan for the relevant Interest
      Period of that Loan) the rate notified to the Facility Agent by that
      Lender as soon as practicable and in any event by close of business in
      Prague on the date falling 2 Business Days after the Quotation Day
      (or, if earlier, on the date falling 2 Business Days prior to the
      date on which interest is due to be paid in respect of that Interest
      Period), to be that which expresses as a percentage rate per annum the
      cost to that Lender of funding its participation in that Loan from
      whatever source it may reasonably select;
and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      Mandatory Cost, if any, applicable to that Lender’s participation in the
      Loan.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      percentage rate per annum notified by a Lender pursuant to
      paragraph (a)(ii) above is less than the Alternative Reference Bank
      Rate; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      Lender has not notified the Facility Agent of a percentage rate per annum
      pursuant to paragraph (a)(ii)
above,

              


      

      


      the cost
to that Lender of funding its participation in that Loan for that Interest
Period shall be deemed, for the purposes of paragraph (a) above, to be the
Alternative Reference Bank Rate.

      


      
        	
                 
      

              	
                (c)

              	
                In
      this Agreement:

              


      

      


      “Alternative Market Disruption
Event” means:

      


      
        	
                 
      

              	
                (i)

              	
                before
      close of business in Prague on the date falling one Business Day after the
      Quotation Day for the relevant Interest Period of the Loan, none or only
      one of the Alternative Reference Banks supplies a rate to the Facility
      Agent to determine the Alternative Reference Bank Rate for the relevant
      Interest Period of the Loan; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                before
      close of business in Prague on the date falling 2 Business Days after
      the Quotation Day for the relevant Interest Period of the Loan, the
      Facility Agent receives notifications from a Lender or Lenders (whose
      participations in that Loan exceed 35 per cent. of that Loan)
      that the cost to it of funding its participation in that Loan from
      whatever source it may reasonably select would be in excess of the
      Alternative Reference Bank Rate;
and

              


      

      


      “Market Disruption Event”
means:

      


      
        	
                 
      

              	
                (i)

              	
                at
      or about noon on the Quotation Day for the relevant Interest Period none
      of the rates referred to in paragraphs (a) and (b) of the definition of
      “PRIBOR” is available and none or only one of the Reference Banks supplies
      a rate to the Facility Agent to determine PRIBOR for CZK and Interest
      Period; or

              


      


      
        
           


        

        
          62

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                before
      close of business in Prague on the Quotation Day for the relevant Interest
      Period of the Loan, the Facility Agent receives notifications from a
      Lender or Lenders (whose participations in a Loan exceed 35 per cent.
      of that Loan) that the cost to it of funding its participation in that
      Loan from whatever source it may reasonably select would be in excess of
      PRIBOR.

              


      

      


      
        	
                13.3

              	
                Alternative
      Reference Bank Rate

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      a Market Disruption Event occurs, the Facility Agent shall as soon as is
      practicable request each of the Alternative Reference Banks to supply to
      it the rate at which that Alternative Reference Bank could have borrowed
      funds in CZK and for the relevant period in the Prague interbank market at
      or about 11:00 a.m. on the Quotation Day for the Interest Period of
      that Loan, were it to have done so by asking for and then accepting
      interbank offers for deposits in reasonable market size in the currency of
      that Loan and for a period comparable to the Interest Period of that
      Loan.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                As
      soon as is practicable after receipt of the rates supplied by the
      Alternative Reference Banks, the Facility Agent will notify the Parent and
      the Lenders of the arithmetic mean of the rates supplied to it in
      accordance with paragraph (a) above (rounded upwards to four decimal
      places) (the “Alternative
      Reference Bank Rate”).

              


      

      


      
        	
                13.4

              	
                Alternative
      basis of interest or funding

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      an Alternative Market Disruption Event occurs and the Facility Agent or
      the Borrower so requires, the Facility Agent and the Borrower shall enter
      into negotiations (for a period of not more than thirty days) with a view
      to agreeing a substitute basis for determining the rate of
      interest.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Any
      alternative basis agreed pursuant to paragraph (a) above shall, with
      the prior consent of all the Lenders and the Borrower, be binding on all
      Parties.

              


      

      


      
        	
                13.5

              	
                Break
      Costs

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Borrower shall, within five Business Days of demand by a Finance Party,
      pay to that Finance Party its Break Costs attributable to all or any part
      of a Loan or Unpaid Sum being paid by that Borrower on a day other than
      the last day of an Interest Period for that Loan or Unpaid
      Sum.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      Lender shall, as soon as reasonably practicable after a demand by the
      Facility Agent, provide a certificate confirming the amount of its Break
      Costs for any Interest Period in which they
  accrue.

              


      

      


      
        	
                14.

              	
                FEES

              


      

      


      The
Borrower shall pay to the Arranger, the Security Agent and the Facility Agent
any and all fees in the amounts and at the times agreed in any Fee
Letter.


      
        
           


        

        
          63

          
            

          

        

        
           


        

      


      SECTION 6

      ADDITIONAL
PAYMENT OBLIGATIONS

      


      
        	
                15.

              	
                TAX
      GROSS UP AND INDEMNITIES

              


      

      


      
        	
                15.1

              	
                Definitions

              


      

      


      In this
Agreement:

      


      “Protected Party” means a
Finance Party which is or will be subject to any liability or required to make
any payment for or on account of Tax in relation to a sum received or receivable
(or any sum deemed for the purposes of Tax to be received or receivable) under a
Finance Document.

      


      “Qualifying Lender” means a
Lender which is beneficially entitled to interest payable to that Lender in
respect of an advance under a Finance Document and which is:

      


      
        	
                 
      

              	
                (a)

              	
                resident
      in the Czech Republic for Czech tax
purposes;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a
      person designated as a “Qualifying Lender” in writing by the Facility
      Agent and the Borrower; or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                a
      Treaty Lender.

              


      

      


      “Tax Credit” means a credit
against, relief or remission for, or repayment of, any Tax.

      


      “Tax Deduction” means a
deduction or withholding for or on account of Tax from a payment under a Finance
Document.

      


      “Tax Payment” means either the
increase in a payment made by an Obligor to a Finance Party under
Clause 15.2 (Tax
gross-up) or a payment under Clause 15.3 (Tax indemnity).

      


      “Treaty Lender” means a Lender
which:

      


      
        	
                 
      

              	
                (i)

              	
                is
      treated as a resident of a Treaty State for the purposes of the Treaty and
      qualified for the benefits of the Treaty;
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                does
      not carry on a business in the Czech Republic through a permanent
      establishment with which that Lender’s participation in the Loan is
      effectively connected.

              


      

      


      “Treaty State” means a
jurisdiction having a double taxation agreement (a “Treaty”) with the Czech
Republic which makes provision for full exemption from tax imposed by the Czech
Republic on interest and any other income arising from this
Agreement.

      


      Unless a
contrary indication appears, in this Clause 15 a reference to “determines” or “determined” means a
determination made in the absolute discretion of the person making the
determination.


      
        
           


        

        
          64

          
            

          

        

        
           


        

      


      
        	
                15.2

              	
                Tax
      gross-up

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Obligor shall make all payments to be made by it without any Tax
      Deduction, unless a Tax Deduction is required by
  law.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Borrower shall promptly upon becoming aware that an Obligor must make a
      Tax Deduction (or that there is any change in the rate or the basis of a
      Tax Deduction) notify the Facility Agent
      accordingly.  Similarly, a Lender shall notify the Facility
      Agent on becoming so aware in respect of a payment payable to that
      Lender.  If the Facility Agent receives such notification from a
      Lender it shall notify the Borrower and that
  Obligor.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      a Tax Deduction is required by law to be made by an Obligor, the amount of
      the payment due from that Obligor shall be increased to an amount which
      (after making any Tax Deduction) leaves an amount equal to the payment
      which would have been due if no Tax Deduction had been
      required.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                A
      payment shall not be increased under paragraph (c) above by reason of
      a Tax Deduction on account of Tax imposed by the Czech Republic, if on the
      date on which the payment falls
due:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      payment could have been made to the relevant Lender without a Tax
      Deduction if the Lender had been a Qualifying Lender, but on that date
      that Lender is not or has ceased to be a Qualifying Lender;
    or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      relevant Lender is a Treaty Lender and the payment could have been made to
      the Lender without the Tax Deduction had that Lender complied with its
      obligations under paragraph (g)
below.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                If
      an Obligor is required to make a Tax Deduction, that Obligor shall make
      that Tax Deduction and any payment required in connection with that Tax
      Deduction within the time allowed and in the minimum amount required by
      law.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Within
      thirty days of making either a Tax Deduction or any payment required in
      connection with that Tax Deduction, the Obligor making that Tax Deduction
      shall deliver to the Facility Agent for the Finance Party entitled to the
      payment evidence reasonably satisfactory to that Finance Party that the
      Tax Deduction has been made or (as applicable) any appropriate payment
      paid to the relevant taxing
authority.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                A
      Treaty Lender and each Obligor which makes a payment to which that Treaty
      Lender is entitled shall co-operate in completing any procedural
      formalities necessary for that Obligor to obtain authorisation to make
      that payment without a Tax Deduction, including any note limited to the
      provision of a tax residence certificate issued by the tax authorities of
      the relevant Treaty State and a beneficial ownership declaration, both in
      accordance with the Decree D-286 issued by the Czech Ministry of
      Finance.

              


      


      
        
           


        

        
          65

          
            

          

        

        
           


        

      


      
        	
                15.3

              	
                Tax
      indemnity

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Borrower shall (within five Business Days of demand by the Facility Agent)
      pay to a Protected Party an amount equal to the loss, liability or cost
      which will be or has been directly suffered for or on account of Tax by
      that Protected Party in respect of a Finance
  Document.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Paragraph (a)
      above shall not apply:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                with
      respect to any Tax assessed on a Finance
Party:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                under
      the law of the jurisdiction in which that Finance Party is incorporated
      or, if different, the jurisdiction (or jurisdictions) in which that
      Finance Party is treated as resident for tax purposes;
  or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                under
      the law of the jurisdiction in which that Finance Party is taxable in
      respect of amounts received or receivable in that
      jurisdiction,

              


      

      


      or

       

      
        	
                 
      

              	
                (ii)

              	
                to
      the extent a loss, liability or
cost:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                is
      compensated for by an increased payment under Clause 15.2 (Tax gross-up);
      or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                would
      have been compensated for by an increased payment under Clause 15.2 
      (Tax gross-up)
      but was not so compensated solely because one of the exclusions in
      paragraph (d) of Clause 15.2 (Tax gross-up)
      applied.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      Protected Party making, or intending to make a claim under
      paragraph (a) above shall promptly notify the Facility Agent of the
      event which will give, or has given, rise to the claim, following which
      the Facility Agent shall notify the
Borrower.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                A
      Protected Party shall, on receiving a payment from an Obligor under this
      Clause 15.3, notify the Facility
Agent.

              


      

      


      
        	
                15.4

              	
                Tax
      Credit

              


      

      


      If an
Obligor makes a Tax Payment and a Tax Credit is attributable either to an
increased payment of which that Tax Payment forms part or to that Tax Payment
the Finance Party shall pay an amount to the Obligor which that Finance Party
determines will leave it (after that payment) in the same after-Tax position as
it would have been in had the Tax Payment not been required to be made by the
Obligor.

      


      
        	
                15.5

              	
                Lender
      Status Confirmation

              


      

      


      Each
Lender which becomes a Party to this Agreement after the date of this Agreement
shall indicate, in the Transfer Certificate or Assignment Agreement which it
executes on becoming a Party, and for the benefit of the Facility Agent and
without liability to any Obligor, which of the following categories it falls
in:


      
        
           


        

        
          66

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                not
      a Qualifying Lender;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a
      Qualifying Lender (other than a Treaty Lender);
  or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                a
      Treaty Lender.

              


      

      


      If a New
Lender fails to indicate its status in accordance with this Clause 15.5
then such New Lender shall be treated for the purposes of this Agreement
(including by each Obligor) as if it is not a Qualifying Lender until such time
as it notifies the Facility Agent which category applies (and the Facility
Agent, upon receipt of such notification, shall inform the
Borrower).  For the avoidance of doubt, a Transfer Certificate or
Assignment Agreement shall not be invalidated by any failure of a Lender to
comply with this Clause 15.5.

      


      
        	
                15.6

              	
                Stamp
      taxes

              


      

      


      The
Borrower shall pay and, within five Business Days of demand, indemnify each
Secured Party and Arranger against any cost, loss or liability that Secured
Party or Arranger incurs in relation to all stamp duty, registration and other
similar Taxes payable in respect of any Finance Document.

      


      
        	
                15.7

              	
                VAT

              


      

      


      
        	
                 
      

              	
                (a)

              	
                All
      amounts set out or expressed in a Finance Document to be payable by any
      Party to a Finance Party which (in whole or in part) constitute the
      consideration for a supply or supplies for VAT purposes shall be deemed to
      be exclusive of any VAT which is chargeable on such supply or supplies,
      and accordingly, subject to paragraph (b) below, if VAT is or becomes
      chargeable on any supply made by any Finance Party to any Party under a
      Finance Document, that Party shall pay to the Finance Party (in addition
      to and at the same time as paying any other consideration for such supply)
      an amount equal to the amount of such VAT (and such Finance Party shall
      promptly provide an appropriate VAT invoice to such
  Party).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      VAT is or becomes chargeable on any supply made by any Finance Party (the
      “Supplier”) to any
      other Finance Party (the “Recipient”) under a
      Finance Document, and any Party other than the Recipient (the “Subject Party”) is
      required by the terms of any Finance Document to pay an amount equal to
      the consideration for such supply to the Supplier (rather than being
      required to reimburse the Recipient in respect of that consideration),
      such Party shall also pay to the Supplier (in addition to and at the same
      time as paying such amount) an amount equal to the amount of such
      VAT.  The Recipient will promptly pay to the Subject Party an
      amount equal to any credit or repayment obtained by the Recipient from the
      relevant tax authority which the Recipient reasonably determines is in
      respect of such VAT.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Where
      a Finance Document requires any Party to reimburse or indemnify a Finance
      Party for any cost or expense, that Party shall reimburse or indemnify (as
      the case may be) such Finance Party for the full amount of such cost or
      expense, including such part thereof as represents VAT, save to the extent
      that such Finance Party is entitled to credit or repayment in respect of
      such VAT from the relevant tax
authority.

              


      


      
        
           


        

        
          67

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                Any
      reference in this Clause 15.7 to any Party shall, at any time when
      such Party is treated as a member of a group for VAT purposes, include
      (where appropriate and unless the context otherwise requires) a reference
      to the representative member of such group at such time (the term
      “representative member” to have the same meaning as in the Value Added Tax
      Act 1994).

              


      

      


      
        	
                16.

              	
                INCREASED
      COSTS

              


      

      


      
        	
                16.1

              	
                Increased
      costs

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to Clause 16.3 (Exceptions) the
      Borrower shall, within five Business Days of a demand by the Facility
      Agent, pay for the account of a Finance Party the amount of any Increased
      Costs incurred by that Finance Party or any of its Affiliates as a result
      of (i) the introduction of or any change in (or in the
      interpretation, administration or application of) any law or regulation or
      (ii) compliance with any law or regulation made after the date of
      this Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                In
      this Agreement “Increased
      Costs” means:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                a
      reduction in the rate of return from the Facility or on a Finance Party’s
      (or its Affiliate’s) overall
capital;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                an
      additional or increased cost; or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                a
      reduction of any amount due and payable under any Finance
      Document,

              


      

      


      which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into its Commitment
or funding or performing its obligations under any Finance
Document.

      


      
        	
                16.2

              	
                Increased
      cost claims

              


      

      


      
        	
                 
      

              	
                (a)

              	
                A
      Finance Party intending to make a claim pursuant to Clause 16.1
      (Increased Costs)
      shall notify the Facility Agent of the event giving rise to the claim,
      following which the Facility Agent shall promptly notify the
      Borrower.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      Finance Party shall, as soon as practicable after a demand by the Facility
      Agent, provide a certificate confirming the amount of its Increased
      Costs.

              


      

      


      
        	
                16.3

              	
                Exceptions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Clause 16.1
      (Increased Costs)
      does not apply to the extent any Increased Cost
  is:

              


      


      
        
           


        

        
          68

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                attributable
      to a Tax Deduction required by law to be made by an
    Obligor;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                compensated
      for by Clause 15.3 (Tax
      indemnity) (or would have been compensated for under Clause 15.3
      (Tax indemnity)
      but was not so compensated solely because any of the exclusions in
      paragraph (b) of Clause 15.3 (Tax indemnity)
      applied);

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                compensated
      for by the payment of the Mandatory
Cost;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                attributable
      to the wilful breach by the relevant Finance Party or its Affiliates of
      any law or regulation; or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                attributable
      to the implementation or application of or compliance with the
      "International Convergence of Capital Measurement and Capital Standards, a
      Revised Framework" published by the Basel Committee on Banking Supervision
      in June 2004 in the form existing on the date of this Agreement ("Basel
      II") or any other law or regulation which implements Basel II (whether
      such implementation, application or compliance is by a government,
      regulator, Finance Party or any of its
  Affiliates).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                In
      this Clause 16.3 reference to a “Tax Deduction” has the
      same meaning given to the term in Clause 15.1 (Definitions).

              


      

      


      
        	
                17.

              	
                OTHER
      INDEMNITIES

              


      

      


      
        	
                17.1

              	
                Currency
      indemnity

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      any sum due from an Obligor under the Finance Documents (a “Sum”), or any order,
      judgment or award given or made in relation to a Sum, has to be converted
      from the currency (the “First Currency”) in
      which that Sum is payable into another currency (the “Second Currency”) for
      the purpose of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                making
      or filing a claim or proof against that Obligor;
  or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                obtaining
      or enforcing an order, judgment or award in relation to any litigation or
      arbitration proceedings,

              


      

      


      that
Obligor shall as an independent obligation, within five Business Days of demand,
indemnify the Arranger and each other Secured Party to whom that Sum is due
against any cost, loss or liability arising out of or as a result of the
conversion including any discrepancy between (A) the rate of exchange used
to convert that Sum from the First Currency into the Second Currency and
(B) the rate or rates of exchange available to that person at the time of
its receipt of that Sum.

      


      
        	
                 
      

              	
                (b)

              	
                Each
      Obligor waives any right it may have in any jurisdiction to pay any amount
      under the Finance Documents in a currency or currency unit other than that
      in which it is expressed to be
payable.

              


      


      
        
           


        

        
          69

          
            

          

        

        
           


        

      


      
        	
                17.2

              	
                Other
      indemnities

              


      

      


      The
Borrower shall (or shall procure that an Obligor will), within five Business
Days of demand, indemnify the Arranger and each other Secured Party against any
cost, loss or liability incurred by it as a result of:

      


      
        	
                 
      

              	
                (a)

              	
                the
      occurrence of any Event of Default;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a
      failure by an Obligor to pay any amount due under a Finance Document on
      its due date, including without limitation, any cost, loss or liability
      arising as a result of Clause 31 (Sharing among the Finance
      Parties);

              


      

      


      
        	
                 
      

              	
                (c)

              	
                funding,
      or making arrangements to fund, its participation in a Utilisation
      requested by the Borrower in a Utilisation Request but not made by reason
      of the operation of any one or more of the provisions of this Agreement
      (other than by reason of default or negligence by that Finance Party
      alone); or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                a
      Loan (or part of a Loan) not being prepaid in accordance with a notice of
      prepayment given by the Borrower.

              


      

      


      
        	
                17.3

              	
                Indemnity
      to the Facility Agent

              


      

      


      The
Borrower shall promptly indemnify the Facility Agent against any cost, loss or
liability incurred by the Facility Agent (acting reasonably) as a result
of:

      


      
        	
                 
      

              	
                (a)

              	
                investigating
      any event which it reasonably believes is a Default;
  or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                acting
      or relying on any notice, request or instruction which it reasonably
      believes to be genuine, correct and appropriately
    authorised.

              


      

      


      
        	
                17.4

              	
                Indemnity
      to the Security Agent

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Obligor shall promptly indemnify the Security Agent and every Receiver and
      Delegate against any cost, loss or liability incurred by any of them as a
      result of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      taking, holding, protection or enforcement of the Transaction
      Security,

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      exercise of any of the rights, powers, discretions and remedies vested in
      the Security Agent and each Receiver and Delegate by the Finance Documents
      or by law (other than by reason of wilful misconduct or gross negligence
      of the Security Agent and each Receiver and Delegate);
  or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                any
      default by any Obligor in the performance of any of the obligations
      expressed to be assumed by it in the Finance
  Documents.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Security Agent may, in priority to any payment to the Secured Parties,
      indemnify itself out of the Charged Property in respect of, and pay and
      retain, all sums necessary to give effect to the indemnity in this
      Clause 17.4 and shall have a lien on the Transaction Security and the
      proceeds of the enforcement of the Transaction Security for all monies
      payable to it.

              


      


      
        
           


        

        
          70

          
            

          

        

        
           


        

      


      
        	
                18.

              	
                MITIGATION
      BY THE LENDERS

              


      

      


      
        	
                18.1

              	
                Mitigation

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Finance Party shall, in consultation with the Borrower, take all
      reasonable steps to mitigate any circumstances which arise and which would
      result in any amount becoming payable under or pursuant to, or cancelled
      pursuant to, any of Clause 8.1 (Illegality),
      Clause 15 (Tax
      gross-up and indemnities) or Clause 16 (Increased Costs) or
      paragraph 3 of Schedule 4 (Mandatory Cost formula)
      including (but not limited to) transferring its rights and obligations
      under the Finance Documents to another Affiliate or Facility
      Office.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Paragraph (a)
      above does not in any way limit the obligations of any Obligor under the
      Finance Documents.

              


      

      


      
        	
                18.2

              	
                Limitation
      of liability

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Borrower shall promptly indemnify each Finance Party for all costs and
      expenses reasonably incurred by that Finance Party as a result of steps
      taken by it under Clause 18.1 (Mitigation).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      Finance Party is not obliged to take any steps under Clause 18.1
      (Mitigation) if,
      in the opinion of that Finance Party (acting reasonably), to do so might
      be prejudicial to it.

              


      

      


      
        	
                19.

              	
                COSTS
      AND EXPENSES

              


      

      


      
        	
                19.1

              	
                Transaction
      expenses

              


      

      


      The
Borrower shall promptly on demand pay the Facility Agent, the Arranger and the
Security Agent the amount of all costs and expenses (including legal fees)
reasonably incurred by any of them (and, in the case of the Security Agent, by
any Receiver or Delegate) in connection with the negotiation, preparation,
translation, printing, execution, syndication and perfection of:

      


      
        	
                 
      

              	
                (a)

              	
                this
      Agreement and any other documents referred to in this Agreement and the
      Transaction Security; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      other Finance Documents executed after the date of this
      Agreement.

              


      

      


      
        	
                19.2

              	
                Amendment
      costs

              


      

      


      If
(a) an Obligor requests an amendment, waiver or consent under any of the
Finance Documents or (b) an amendment is required pursuant to
Clause 32.10 (Change of
currency), the Borrower shall, within four Business Days of demand,
reimburse each of the Facility Agent and the Security Agent for the amount of
all costs and expenses (including legal fees) reasonably incurred by the
Facility Agent and the Security Agent (and, in the case of the Security Agent,
by any Receiver or Delegate) in responding to, evaluating, negotiating or
complying with that request or requirement.


      
        
           


        

        
          71

          
            

          

        

        
           


        

      


      
        	
                19.3

              	
                Security
      Agent’s ongoing costs

              


      

      


      
        	
                 
      

              	
                (a)

              	
                In
      the event of (i) a Default or (ii) the Security Agent
      considering it necessary or expedient or (iii) the Security Agent
      being requested by an Obligor or the Majority Lenders to undertake duties
      which the Security Agent and the Borrower agree to be of an exceptional
      nature and/or outside the scope of the normal duties of the Security Agent
      under the Finance Documents, the Borrower shall pay to the Security Agent
      any additional remuneration that may be agreed between
    them.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the Security Agent and the Borrower fail to agree upon the nature of the
      duties or upon any additional remuneration, that dispute shall be
      determined by an investment bank (acting as an expert and not as an
      arbitrator) selected by the Security Agent and approved by the Borrower
      or, failing approval, nominated (on the application of the Security Agent)
      by the President for the time being of the Law Society of England and
      Wales (the costs of the nomination and of the investment bank being
      payable by the Borrower) and the determination of any investment bank
      shall be final and binding upon the parties to this
    Agreement.

              


      

      


      
        	
                19.4

              	
                Enforcement
      and preservation costs

              


      

      


      The
Borrower shall, within four Business Days of demand, pay to the Arranger and
each other Secured Party the amount of all costs and expenses (including legal
fees) incurred by it in connection with the enforcement of or the preservation
of any rights under any Finance Document and the Transaction Security and any
proceedings instituted by or against the Security Agent as a consequence of
taking or holding the Transaction Security or enforcing these
rights.

      


      SECTION 7

      GUARANTEE

      


      
        	
                20.

              	
                GUARANTEE
      AND INDEMNITY

              


      

      


      
        	
                20.1

              	
                Guarantee
      and indemnity

              


      

      


      Each
Guarantor irrevocably and unconditionally jointly and severally:

      


      
        	
                 
      

              	
                (a)

              	
                guarantees
      to each Finance Party punctual performance by each other Obligor of all
      that Obligor’s payment obligations under the Finance
      Documents;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                undertakes
      with each Finance Party that whenever another Obligor does not pay any
      amount when due under or in connection with any Finance Document, that
      Guarantor shall promptly on demand pay that amount as if it was the
      principal obligor; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                agrees
      with each Finance Party that if any obligation guaranteed by it is or
      becomes unenforceable, invalid or illegal, it will, as an independent and
      primary obligation, indemnify that Finance Party promptly on demand
      against any cost, loss or liability it incurs as a result of an Obligor
      not paying any amount which would, but for such unenforceability,
      invalidity or illegality, have been payable by it under any Finance
      Document on the date when it would have been due.  The amount
      payable by a Guarantor under this indemnity will not exceed the amount it
      would have had to pay under this Clause 20 if the amount claimed had
      been recoverable on the basis of a
guarantee.

              


      


      
        
           


        

        
          72

          
            

          

        

        
           


        

      


      
        	
                20.2

              	
                Continuing
      Guarantee

              


      

      


      This
guarantee is a continuing guarantee and will extend to the ultimate balance of
sums payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.

      


      
        	
                20.3

              	
                Reinstatement

              


      

      


      If any
discharge, release or arrangement (whether in respect of the obligations of any
Obligor or any security for those obligations or otherwise) is made by a Finance
Party in whole or in part on the basis of any payment, security or other
disposition which is avoided or must be restored in insolvency, liquidation,
administration or otherwise, without limitation, then the liability of each
Guarantor under this Clause 20 will continue or be reinstated as if the
discharge, release or arrangement had not occurred.

      


      
        	
                20.4

              	
                Waiver
      of defences

              


      

      


      The
obligations of each Guarantor under this Clause 20 will not be affected by
an act, omission, matter or thing which, but for this Clause 20, would
reduce, release or prejudice any of its obligations under this Clause 20
(without limitation and whether or not known to it or any Finance Party)
including:

      


      
        	
                 
      

              	
                (a)

              	
                any
      time, waiver or consent granted to, or composition with, any Obligor or
      other person;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      release of any other Obligor or any other person under the terms of any
      composition or arrangement with any creditor of any member of the
      Group;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      taking, variation, compromise, exchange, renewal or release of, or refusal
      or neglect to perfect, take up or enforce, any rights against, or security
      over assets of, any Obligor or other person or any non-presentation or
      non-observance of any formality or other requirement in respect of any
      instrument or any failure to realise the full value of any
      security;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      incapacity or lack of power, authority or legal personality of or
      dissolution or change in the members or status of an Obligor or any other
      person;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                any
      amendment, novation, supplement, extension restatement (however
      fundamental and whether or not more onerous) or replacement of a Finance
      Document or any other document or security including, without limitation,
      any change in the purpose of, any extension of or increase in any facility
      or the addition of any new facility under any Finance Document or other
      document or security;

              


      


      
        
           


        

        
          73

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (f)

              	
                any
      unenforceability, illegality or invalidity of any obligation of any person
      under any Finance Document or any other document or security;
      or

              


      

      


      
        	
                 
      

              	
                (g)

              	
                any
      insolvency or similar proceedings.

              


      

      


      
        	
                20.5

              	
                Guarantor
      Intent

              


      

      


      Without
prejudice to the generality of Clause 20.4 (Waiver of Defences), each
Guarantor expressly confirms that it intends that this guarantee shall extend
from time to time to any (however fundamental) variation, increase, extension or
addition of or to any of the Finance Documents and/or any facility or amount
made available under any of the Finance Documents for the purposes of or in
connection with any of the following:  business acquisitions of any
nature; increasing working capital; enabling investor distributions to be made;
carrying out restructurings; refinancing existing facilities; refinancing any
other indebtedness; making facilities available to new borrowers; any other
variation or extension of the purposes for which any such facility or amount
might be made available from time to time; and any fees, costs and/or expenses
associated with any of the foregoing.

      


      
        	
                20.6

              	
                Immediate
      recourse

              


      

      


      Each
Guarantor waives any right it may have of first requiring any Finance Party (or
any trustee or agent on its behalf) to proceed against or enforce any other
rights or security or claim payment from any person before claiming from that
Guarantor under this Clause 20.  This waiver applies irrespective
of any law or any provision of a Finance Document to the contrary.

      


      
        	
                20.7

              	
                Appropriations

              


      

      


      Until all
amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full, each Finance
Party (or any trustee or agent on its behalf) may:

      


      
        	
                 
      

              	
                (a)

              	
                refrain
      from applying or enforcing any other moneys, security or rights held or
      received by that Finance Party (or any trustee or agent on its behalf) in
      respect of those amounts, or apply and enforce the same in such manner and
      order as it sees fit (whether against those amounts or otherwise) and no
      Guarantor shall be entitled to the benefit of the same;
  and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                hold
      in an interest-bearing suspense account any moneys received from any
      Guarantor or on account of any Guarantor’s liability under this
      Clause 20.

              


      

      


      
        	
                20.8

              	
                Deferral
      of Guarantors’ rights

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Until
      all amounts which may be or become payable by the Obligors under or in
      connection with the Finance Documents have been irrevocably paid in full
      and unless the Facility Agent otherwise directs, no Guarantor will
      exercise any rights which it may have by reason of performance by it of
      its obligations under the Finance Documents or by reason of any amount
      being payable, or liability arising, under this Clause
  20:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      be indemnified by an Obligor;

              


      


      
        
           


        

        
          74

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                to
      claim any contribution from any other guarantor of any Obligor’s
      obligations under the Finance
Documents;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                to
      take the benefit (in whole or in part and whether by way of subrogation or
      otherwise) of any rights of the Finance Parties under the Finance
      Documents or of any other guarantee or security taken pursuant to, or in
      connection with, the Finance Documents by any Finance
    Party;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                to
      bring legal or other proceedings for an order requiring any Obligor to
      make any payment, or perform any obligation, in respect of which any
      Guarantor has given a guarantee, undertaking or indemnity under Clause
      20.1 (Guarantee and
      Indemnity);

              


      

      


      
        	
                 
      

              	
                (v)

              	
                to
      exercise any right of set-off against any Obligor;
  and/or

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                to
      claim or prove as a creditor of any Obligor in competition with any
      Finance Party.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Subject
      to paragraph (c) below, if a Guarantor receives any benefit, payment or
      distribution in relation to such rights it shall hold that benefit,
      payment or distribution to the extent necessary to enable all amounts
      which may be or become payable to the Finance Parties by the Obligors
      under or in connection with the Finance Documents to be repaid in full on
      trust for the Finance Parties and shall promptly pay or transfer the same
      to the Facility Agent or as the Facility Agent may direct for application
      in accordance with Clause 32 (Payment
      mechanics).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      Guarantor being a Slovak Obligor shall, as a commissioned agent (in
      Slovak: komisionár) under
      Section 577 et
      seq. of the Slovak Commercial Code, hold in its own name but for
      the account of the Finance Parties any benefit, payment or distribution
      received by it contrary to this Clause and must immediately pay or
      transfer to the Facility Agent or as the Facility Agent may direct for
      application in accordance with Clause 32 (Payment
      mechanics).

              


      

      


      
        	
                20.9

              	
                Release
      of Guarantors’ right of
contribution

              


      

      


      If any
Guarantor (a “Retiring
Guarantor”) ceases to be a Guarantor in accordance with the terms of the
Finance Documents for the purpose of any sale or other disposal of that Retiring
Guarantor then on the date such Retiring Guarantor ceases to be a
Guarantor:

      


      
        	
                 
      

              	
                (a)

              	
                that
      Retiring Guarantor is released by each other Guarantor from any liability
      (whether past, present or future and whether actual or contingent) to make
      a contribution to any other Guarantor arising by reason of the performance
      by any other Guarantor of its obligations under the Finance Documents;
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                each
      other Guarantor waives any rights it may have by reason of the performance
      of its obligations under the Finance Documents to take the benefit (in
      whole or in part and whether by way of subrogation or otherwise) of any
      rights of the Finance Parties under any Finance Document or of any other
      security taken pursuant to, or in connection with, any Finance Document
      where such rights or security are granted by or in relation to the assets
      of the Retiring Guarantor.

              


      


      
        
           


        

        
          75

          
            

          

        

        
           


        

      


      
        	
                20.10

              	
                Additional
      security

              


      

      


      This
guarantee is in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by any Finance
Party.

      


      
        	
                20.11

              	
                Guarantee
      Limitations

              


      

      


      
        	
                 
      

              	
                (a)

              	
                In
      respect of a Dutch Guarantor, the guarantee under this Clause 20 does not
      apply to any liability to the extent that it would result in this
      guarantee constituting unlawful financial assistance within the meaning of
      section 2:207c of the Dutch Civil
Code.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                This
      guarantee does not apply to any liability to the extent it would result in
      this guarantee constituting unlawful financial assistance provided by a
      Slovak Obligor (having a legal form of joint-stock company (akciová
      spoločnosť)) within the meaning of Section 161e of the Slovak
      Commercial Code.

              


      

      


      SECTION 8

      REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT

      


      
        	
                21.

              	
                REPRESENTATIONS

              


      

      


      
        	
                21.1

              	
                General

              


      

      


      Each
Obligor (with respect to itself only or, in the case of the Borrower, with
respect to itself and each other member of the Group) makes the representations
and warranties set out in this Clause 21 to each Finance
Party.

      


      
        	
                21.2

              	
                Status

              


      

      


      
        	
                 
      

              	
                (a)

              	
                It
      is a limited liability company or corporation (as the case may be), duly
      incorporated and validly existing under the law of its jurisdiction of
      incorporation.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                It
      has the power to own its material assets and carry on its business in all
      material respects as it is being
conducted.

              


      

      


      
        	
                21.3

              	
                Binding
      obligations

              


      

      


      Subject
to the Legal Reservations:

      


      
        	
                 
      

              	
                (a)

              	
                the
      obligations expressed to be assumed by it in each Finance Document to
      which it is a party are legal, valid, binding and enforceable obligations;
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                (without
      limiting the generality of paragraph (a) above), each Transaction
      Security Document to which it is a party creates the security interests
      which that Transaction Security Document purports to create and those
      security interests are valid and
effective.

              


      


      
        
           


        

        
          76

          
            

          

        

        
           


        

      


      
        	
                21.4

              	
                Non-conflict
      with other obligations

              


      

      


      The entry
into and performance by each Obligor of, and the transactions contemplated by,
the Finance Documents and the granting of the Transaction Security do not and
will not conflict with:

      


      
        	
                 
      

              	
                (a)

              	
                any
      law or legally binding regulation applicable to each Obligor (including
      all applicable local laws and regulations concerning (i) corporate
      benefit, and (ii) financial assistance by a company for the
      acquisition of or subscription for its own shares or the shares of its
      Holding Company or any other
company);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                each
      Obligors constitutional documents;
or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      material agreement or instrument (including, without limitation, the
      Parent 2009 Indenture, any other Parent Note Document or any other Parent
      Note Instrument) binding upon any Obligor or any material assets of any
      Obligor or constitute a default or termination event (however described)
      under any such agreement or
instrument.

              


      

      


      
        	
                21.5

              	
                Power
      and authority

              


      

      


      
        	
                 
      

              	
                (a)

              	
                It
      has the power to enter into, perform and deliver, and has taken all
      necessary action to authorise its entry into, performance and delivery of,
      the Finance Documents to which it is or will be a party and the
      transactions contemplated by those Finance
  Documents.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      limit on its powers will be exceeded as a result of the borrowing, grant
      of security or giving of guarantees or indemnities contemplated by the
      Finance Documents to which it is a
party.

              


      

      


      
        	
                21.6

              	
                Validity
      and admissibility in evidence

              


      

      


      
        	
                 
      

              	
                (a)

              	
                All
      Authorisations required:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      enable it lawfully to enter into, exercise its rights and comply with its
      obligations in the Finance Documents to which it is a party;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                to
      make the Finance Documents to which it is a party admissible in evidence
      in its Relevant Jurisdictions (subject to any necessary translation of
      such Finance Documents and notarisation of any such
      translation),

              


      

      


      have been
obtained or effected and are in full force and effect except any Authorisation
referred to in Clause 21.9 (No filing or stamp
taxes).

      


      
        	
                 
      

              	
                (b)

              	
                All
      Authorisations (including, without limitation, the Broadcasting Licences)
      necessary for the material conduct of the business of any Obligor have
      been obtained or effected and are in full force and
  effect.

              


      


      
        
           


        

        
          77

          
            

          

        

        
           


        

      


      
        	
                21.7

              	
                Governing
      law and enforcement

              


      

      


      Subject
to the Legal Reservations:

      


      
        	
                 
      

              	
                (a)

              	
                the
      choice of governing law of the Finance Documents will be recognised and
      enforced in its Relevant Jurisdictions;
and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      judgment obtained in relation to a Finance Document in the jurisdiction of
      the governing law of that Finance Document will be recognised and enforced
      in its Relevant Jurisdictions.

              


      

      


      
        	
                21.8

              	
                Insolvency

              


      

      


      No:

      


      
        	
                 
      

              	
                (a)

              	
                corporate
      action, legal proceeding or other procedure or step described in
      paragraph (a) of Clause 25.8 (Insolvency
      proceedings); or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                creditors’
      process described in Clause 25.9 (Creditors’
      process),

              


      

      


      has been
taken or, to its knowledge, threatened in relation to it or any member of the
Group and none of the circumstances described in Clause 25.7 (Insolvency) applies to it or
any member of the Group.

      


      
        	
                21.9

              	
                No
      filing or stamp taxes

              


      

      


      Under the
laws of its Relevant Jurisdiction it is not necessary that the Finance Documents
be filed, recorded or enrolled with any court or other authority in that
jurisdiction or that any stamp, registration, notarial or similar Taxes or fees
be paid on or in relation to the Finance Documents or the transactions
contemplated by the Finance Documents except any filing, recording or enrolling
or any tax or fee payable in relation to any Transaction Security Document which
is referred to in any Legal Opinion and which will be made or paid promptly
after the date of the relevant Finance Document.

      


      
        	
                21.10

              	
                Deduction
      of Tax

              


      

      


      It is not
required to make any deduction for or on account of Tax from any payment it may
make under any Finance Document to a Lender which is a Qualifying
Lender.

      


      
        	
                21.11

              	
                No
      default

              


      

      


      
        	
                 
      

              	
                (a)

              	
                No
      Event of Default and, on the date of this Agreement, no Default is
      continuing or is reasonably likely to result from the making of any Loan
      or the entry into, the performance of, or any transaction contemplated by,
      any Finance Document.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      other event or circumstance is outstanding which constitutes (or, with the
      expiry of a grace period, the giving of notice, the making of any
      determination or any combination of any of the foregoing, would
      constitute) a default or termination event (however described) under any
      other agreement or instrument which is binding on it or any member of the
      Group or to which its assets (or assets of any of member of the Group) are
      subject which has or is in the reasonable opinion of the Majority Lenders
      likely to have a Material Adverse
Effect.

              


      


      
        
           


        

        
          78

          
            

          

        

        
           


        

      


      
        	
                21.12

              	
                No
      misleading information

              


      

      


      Save as
disclosed in writing to the Facility Agent and the Arranger prior to the date of
this Agreement (or, in relation to the Lenders’ Presentation, prior to the date
of the Lenders’ Presentation):

      


      
        	
                 
      

              	
                (a)

              	
                any
      factual information relating to the Group contained in Lenders’
      Presentation or the Information Package was true and accurate in all
      material respects as at the date of the relevant report or document
      containing the information or (as the case may be) as at the date the
      information is expressed to be
given;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Borrower’s Business Plan and the Parent Group Business Plan have been
      prepared in accordance with applicable Accounting Principles as applied to
      the Original Financial Statements, relating to the Group or the Parent
      Group, as applicable, contained in the Borrower’s Business Plan or the
      Parent Group Business Plan, as applicable, have been prepared on and based
      on assumptions considered reasonable and have been approved by the
      statutory executives of the Borrower and the Parent,
      respectively;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      financial projection or forecast relating to any Key Obligor contained in
      the Information Package (including, without limitation, the Borrower’s
      Business Plan) has been prepared on the basis of assumptions considered
      reasonable and was (as at the date of the relevant report or document
      containing the projection or forecast) arrived at after careful
      consideration;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                the
      expressions of opinion or intention relating to any Key Obligor provided
      by or on behalf of an Obligor for the purposes of the Information Package
      (including, without limitation, the Borrower’s Business Plan) which are
      contained in the Information Package were made after careful
      consideration;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                to
      the best of its knowledge and belief, no event or circumstance has
      occurred or arisen and no information has been omitted from the
      Information Package and no information has been given or withheld that
      results in the information, forecasts or projections relating to the Group
      or the Parent Group contained in the Information Package being untrue or
      misleading in any material respect;
and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                all
      other factual written information relating to the Group or the Parent
      Group provided by any member of the Parent Group to a Finance Party or the
      provider of the Valuation Report was true and accurate in all material
      respects as at the date it was provided and is not misleading in any
      material respect as at that date.

              


      

      


      The
representations and warranties made with respect to all factual information,
financial projections and forecasts are made by each Obligor in this Clause
21.12 only so far as it is aware after making due and careful
enquiries.


      
        
           


        

        
          79

          
            

          

        

        
           


        

      


      
        	
                21.13

              	
                Original
      Financial Statements

              


      

      


      
        	
                 
      

              	
                (a)

              	
                In
      relation to Obligors other than the Dutch Guarantors, its Original
      Financial Statements were prepared in accordance with the Accounting
      Principles consistently applied.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                In
      relation to Obligors other than the Dutch Guarantors, its unaudited
      Original Financial Statements fairly represent its financial condition and
      results of operations (consolidated in the case of the Borrower and the
      Parent) for the relevant period.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                In
      relation to Obligors other than the Dutch Guarantors, its audited Original
      Financial Statements (other than the Parent) give a true and fair view of
      its financial condition and results of operations, and in the case of the
      Parent, fairly present its financial condition and results of operations
      (consolidated in the case of the Borrower and the Parent) during the
      relevant financial year.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                There
      has been no material adverse change in its assets, business or financial
      condition since the date of the Original Financial
    Statements.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Its
      most recent financial statements delivered pursuant to Clause 22.1
      (Financial
      Statements):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                have
      been prepared in accordance with the Accounting Principles as applied to
      the Original Financial Statements;
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                give
      a true and fair view of in the case of an Obligor (other than the Parent)
      or fairly present in the case of the Parent (if audited) or fairly
      represent (if unaudited) its consolidated financial condition as at the
      end of, and consolidated results of operations for, the period to which
      they relate.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                The
      forecasts supplied under this Agreement were arrived at after careful
      consideration and have been prepared on the basis of assumptions
      considered reasonable as at the date they were prepared and
      supplied.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                In
      relation to Dutch Guarantors, its Original Dutch Filings have been
      prepared in accordance with Dutch statutory
  requirements.

              


      

      


      
        	
                21.14

              	
                No
      proceedings pending or threatened

              


      

      


      
        	
                 
      

              	
                (a)

              	
                No
      litigation, arbitration or administrative proceedings or investigations
      of, or before, any court, arbitral body or agency have (to the best of its
      knowledge and belief (having made due and careful enquiry)) been started
      against it or any member of the Parent Group
  which:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                are
      not a Disclosed Litigation; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                allege
      liability in the amount exceeding in aggregate at any one time (a) USD
      5,000,000 (or its equivalent in other currency or currencies) for any
      individual member of the Group, or (b) USD 25,000,000 (or its equivalent
      in other currency or currencies) for the Parent Group as a
      whole.

              


      


      
        
           


        

        
          80

          
            

          

        

        
           


        

      


      
        	
                21.15

              	
                No
      breach of laws

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Neither
      it, nor any other member of the Group has breached any law or regulation
      which breach has or is reasonably likely to have a Material Adverse
      Effect.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      labour disputes are current or, to the best of its knowledge and belief
      (having made due and careful enquiry), threatened against any member of
      the Group which have or are reasonably likely to have a Material Adverse
      Effect.

              


      

      


      
        	
                21.16

              	
                Environmental
      laws

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      member of the Group is in compliance with Clause 24.3 (Environmental
      compliance) and to the best of its knowledge and belief no
      circumstances have occurred which would prevent such compliance in a
      manner or to an extent which has or is reasonably likely to have a
      Material Adverse Effect.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      Environmental Claim has been commenced or (to the best of its knowledge
      and belief) is threatened against any member of the Group where that claim
      has or is reasonably likely, if determined against that member of the
      Group, to have a Material Adverse
Effect.

              


      

      


      
        	
                21.17

              	
                Taxation

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Neither
      it, nor any other member of the Group is materially overdue in the filing
      of any Tax returns or in the payment of any amount in respect of Tax of
      CZK 1,000,000 (or its equivalent in any other currency) or
      more.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      claims or investigations are being made or conducted against it or any
      other member of the Group with respect to Taxes except (i) those for which
      adequate reserves have been made and which are being contested in good
      faith by appropriate proceedings which are being diligently conducted, or
      (ii) such that a liability of, or claim against it of CZK 10,000,000 (or
      its equivalent in any other currency) or less has been
    made.

              


      

      


      
        	
                21.18

              	
                Security
      and Financial Indebtedness

              


      

      


      
        	
                 
      

              	
                (a)

              	
                No
      Security or Quasi-Security exists over all or any of the present or future
      assets of any other member of the Group other than as permitted by this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Neither
      it, nor any other member of the Group has any Financial Indebtedness
      outstanding other than as permitted by this Agreement other than Permitted
      Financial Indebtedness.

              


      


      
        
           


        

        
          81

          
            

          

        

        
           


        

      


      
        	
                21.19

              	
                Ranking

              


      

      


      The
Transaction Security has or will have the ranking in priority which it is
expressed to have in the Transaction Security Documents and it is not subject to
any prior ranking or pari
passu ranking Security.

      


      
        	
                21.20

              	
                Good
      title to assets

              


      

      


      To the
best of its knowledge and belief (having made reasonable enquiry), it and each
member of the Group has good, valid and marketable title to, or valid leases or
licences of, and all appropriate Authorisations to use, the material assets
necessary to carry on its respective business as presently
conducted.

      


      
        	
                21.21

              	
                Legal
      and beneficial ownership

              


      

      


      It is the
sole legal and beneficial owner of the respective assets over which it purports
to grant Security.

      


      
        	
                21.22

              	
                Shares

              


      

      


      Each of
the Borrower and CME Slovak Holdings B.V. represents that the shares of any
member of the Group which are subject to the Transaction Security are fully paid
and not subject to any option to purchase or similar rights.  The
constitutional documents of companies whose shares are subject to the
Transaction Security do not and could not restrict or inhibit any transfer of
those shares on creation or enforcement of the Transaction
Security.  As at the date hereof, there are no agreements in force
which provide for the issue or allotment of, or grant any person the right to
call for the issue or allotment of, any share or loan capital of any member of
the Group (including any option or right of pre-emption or
conversion).

      


      
        	
                21.23

              	
                Intellectual
      Property

              


      

      


      Each
member of the Group:

      


      
        	
                 
      

              	
                (a)

              	
                is
      the sole legal and beneficial owner of or has licensed to it on normal
      commercial terms all the Intellectual Property which is material in the
      context of its business and which is required by it in order to carry on
      its business as it is being conducted and as contemplated in the Business
      Plan;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                does
      not infringe any Intellectual Property of any third party in any respect;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                has
      taken all formal or procedural actions (including payment of fees)
      required to maintain any material Intellectual Property owned by
      it,

              


      

      


      except
where the occurrence of an event or circumstance giving rise to breach of any
such representation would neither have nor be reasonably likely to have a
Material Adverse Effect.


      
        
           


        

        
          82

          
            

          

        

        
           


        

      


      
        	
                21.24

              	
                Centre
      of main interests and
establishments

              


      

      


      For the
purposes of The Council of the European Union Regulation No. 1346/2000 on
Insolvency Proceedings (the “Regulation”), centre of main
interest (as that term is used in Article 3(1) of the Regulation) of each
Obligor (other than the Parent) is situated in its jurisdiction of incorporation
and no Obligor (other than the Parent) has an “establishment” (as that term is
used in Article 2(h) of the Regulations) in any other
jurisdiction.

      


      
        	
                21.25

              	
                No
      adverse consequences

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to the Legal Reservations, it is not necessary under the laws of its
      Relevant Jurisdictions:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                in
      order to enable any Finance Party to enforce its rights under any Finance
      Document; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                by
      reason of the execution of any Finance Document or the performance by it
      of its obligations under any Finance
Document,

              


      

      


      that any
Finance Party should be licensed, qualified or otherwise entitled to carry on
business in any of its Relevant Jurisdictions.

      


      
        	
                 
      

              	
                (b)

              	
                Subject
      to the Legal Reservations, no Finance Party is or will be deemed to be
      resident, domiciled or carrying on business in its Relevant Jurisdictions
      by reason only of the execution, performance and/or enforcement of any
      Finance Document.

              


      

      


      
        	
                21.26

              	
                Pension
      Plans

              


      

      


      No
pension plan or occupational pension scheme is operated by any member of the
Group for the benefit of any other member of the Group or any of its employees
which has or is reasonably likely to have a Material Adverse
Effect.

      


      
        	
                21.27

              	
                Immunity

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Neither
      it, nor any other member of the Group has the benefit of any immunity in
      respect of itself or its assets or revenues in any jurisdiction, including
      any immunity in respect of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      giving of any relief by way of injunction or order for specific
      performance or for the recovery of assets or revenues;
  or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      issue of any process against its assets or revenues for the enforcement of
      a judgment or, in an action in rem, for the arrest,
      detention or sale of any of its assets and
  revenues.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      Obligor and each other member of the Group is subject to private and
      commercial law, and has entered into the Finance Documents to which it is
      party (or will enter into the Finance Documents to which it intends to be
      party) as private and commercial
acts.

              


      


      
        
           


        

        
          83

          
            

          

        

        
           


        

      


      
        	
                21.28

              	
                Group
      Structure Chart

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Group Structure Chart is true, complete and accurate in all material
      respects and shows the following
information:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                each
      Obligor, each other member of the Group, in each case including current
      name and company registration number, its jurisdiction of incorporation
      and/or establishment, and in relation to members of the Group also a list
      of shareholders and indication of whether the relevant member of the Group
      is a company with limited liability;
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                all
      minority interests in any member of the Group and any person in which any
      member of the Group holds shares in its issued share capital or equivalent
      ownership interest of such person.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                All
      Inter-Group Loans and all Intra-Group Loans as at the date of this
      Agreement are set out in the Group Structure Chart and have been or will
      be taken in compliance with all relevant laws and regulations and all
      requirements of relevant regulatory
authorities.

              


      

      


      
        	
                21.29

              	
                No
      Change of Control

              


      

      


      There has
been no Change of Control since the date of the latest Original Financial
Statements.

      


      
        	
                21.30

              	
                Times
      when representations made

              


      

      


      
        	
                 
      

              	
                (a)

              	
                All
      the representations and warranties in this Clause 21 are made by each
      Original Obligor on the date of this
Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Repeating Representations are deemed to be made by each Obligor on the
      date of each Utilisation Request, on each Utilisation Date and on the
      first day of each Interest Period.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                All
      the Repeating Representations are deemed to be made by each Additional
      Obligor on the day on which it becomes (or it is proposed that it becomes)
      an Additional Obligor.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Each
      representation or warranty deemed to be made after the date of this
      Agreement shall be deemed to be made by reference to the facts and
      circumstances existing at the date the representation or warranty is
      deemed to be made.

              


      

      


      
        	
                22.

              	
                INFORMATION
      UNDERTAKINGS

              


      

      


      The
undertakings in this Clause 22 remain in force from the date of this
Agreement for so long as any amount is outstanding under the Finance Documents
or any Commitment is in force.


      
        
           


        

        
          84

          
            

          

        

        
           


        

      


      In this
Clause 22:

      


      “Annual Financial Statements”
means the financial statements for a Financial Year delivered pursuant to
paragraph (a) of Clause 22.1 (Financial
statements).

      


      “Quarterly Financial
Statements” means the financial statements delivered pursuant to
paragraph (b) of Clause 22.1 (Financial
statements).

      


      
        	
                22.1

              	
                Financial
      statements

              


      

      


      Each of
the Parent and the Borrower for itself shall supply to the Facility Agent in
sufficient copies for all the Lenders:

      


      
        	
                 
      

              	
                (a)

              	
                as
      soon as they are available, but in any event within 120 days after the end
      of the Financial Year:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      audited stand-alone financial statements of each Key Obligor for that
      Financial Year;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      audited consolidated financial statements of the Borrower (including, for
      the avoidance of doubt, Markiza) and the Parent for that Financial Year;
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                as
      soon as they are available, but in any event within 60 days (or in
      relation to any financial statements of the Borrower for a Financial
      Quarter ending on 31 December, 90 days) after the end of the Financial
      Quarter:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      unaudited stand-alone financial statements of the Borrower for that
      Financial Quarter; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      unaudited consolidated financial statements of the Borrower (including,
      for the avoidance of doubt, Markiza) and the Parent for that Financial
      Quarter (excluding in relation to the Parent only the financial statements
      for any Financial Quarter ending on 31
  December).

              


      

      


      
        	
                22.2

              	
                Provision
      and contents of Compliance
Certificate

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Borrower shall supply a Compliance Certificate to the Facility Agent with
      each set of its audited consolidated Annual Financial Statements and each
      set of its consolidated Quarterly Financial
  Statements.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Compliance Certificate shall, amongst other things, set out (in reasonable
      detail) computations as to compliance with Clause 23 (Financial
      Covenants).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      Compliance Certificate shall be signed by two statutory executives of the
      Borrower.

              


      

      


      
        	
                22.3

              	
                Requirements
      as to financial statements

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Parent and the Borrower shall procure that each set of Annual Financial
      Statements and Quarterly Financial Statements includes a balance sheet,
      profit and loss account and cashflow statement.  In addition the
      Parent and the Borrower shall procure
that:

              


      


      
        
           


        

        
          85

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                each
      set of Annual Financial Statements shall be audited by the Auditors;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                each
      set of Annual Financial Statements of the Borrower shall be accompanied by
      a cashflow forecast in respect of the Borrower relating to the 12-month
      period commencing at the end of the relevant Financial
    Year.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      set of financial statements delivered pursuant to Clause 22.1 (Financial
      statements):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                shall
      be certified by a director (in case of the financial statements of the
      Parent) or a statutory executive (in case of the financial statements of
      the Borrower) of any Obligor (other than the Parent) as giving a true and
      fair view of, and in the case of the Parent, fairly present (in the case
      of Annual Financial Statements for any Financial Year), or fairly
      representing (in other cases), in all material respects its financial
      condition and operations as at the date as at which those financial
      statements were drawn up and, in the case of the Annual Financial
      Statements, shall be accompanied by any letter addressed to the management
      of the relevant company by the Auditors and accompanying those Annual
      Financial Statements;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                shall
      be prepared using the Accounting Principles, and using further accounting
      practices and financial reference periods consistent with those
      applied:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                in
      the case of the Borrower, in the preparation of the Original Financial
      Statements and the Borrower’s Business Plan;
and

              


      

      


      
        	
                 
      

              	
                (B)

              	
                in
      the case of the Parent, in the preparation of its Original Financial
      Statements,

              


      

      


      unless,
in relation to any set of financial statements, the Borrower notifies the
Facility Agent that there has been a change in the Accounting Principles or the
accounting practices and its Auditors (or, if appropriate, the Auditors of
another Obligor) deliver to the Facility Agent:

       

      
        	
                 
      

              	
                (C)

              	
                a
      description of any change necessary for those financial statements to
      reflect the Accounting Principles or accounting practices upon which the
      Borrower’s Business Plan or, as the case may be, relevant Original
      Financial Statements were prepared;
and

              


      

      


      
        	
                 
      

              	
                (D)

              	
                sufficient
      information, in form and substance as may be reasonably required by the
      Facility Agent, to enable the Lenders to determine whether Clause 23
      (Financial
      covenants) has been complied with and to make an accurate
      comparison between the financial position indicated in those financial
      statements and the Borrower’s Business Plan (in the case of the Borrower
      only) and/or Original Financial
Statements.

              


      


      
        
           


        

        
          86

          
            

          

        

        
           


        

      


      Any
reference in this Agreement to any financial statements shall be construed as a
reference to those financial statements as adjusted to reflect the basis upon
which the Business Plan or, as the case may be, the Original Financial
Statements were prepared.

      


      
        	
                 
      

              	
                (c)

              	
                If
      the Facility Agent wishes to discuss the financial position of any Obligor
      with the Auditors, the Facility Agent may notify the Borrower and Parent,
      stating the questions or issues which the Facility Agent wishes to discuss
      with the Auditors.  In this event, the Borrower and the Parent
      must ensure that the Auditors are authorised (at the expense of the
      Borrower) at reasonable times and on reasonable
  notice:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      discuss the financial position of the relevant Obligor with the Facility
      Agent on request from the Facility Agent;
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                to
      disclose to the Facility Agent for the Finance Parties any information
      which the Facility Agent may reasonably
request.

              


      

      


      
        	
                22.4

              	
                Presentations

              


      

      


      If the
Facility Agent reasonably suspects a Default is continuing or may have occurred
or may occur, an officer of the Parent must give a presentation to the Finance
Parties about the on-going business and financial performance of the Parent
Group and a statutory executive of the Borrower must give a presentation to the
Finance Parties about the on-going business and financial performance of the
Group.

      


      
        	
                22.5

              	
                Year-end

              


      

      


      The
Parent and the Borrower shall procure that each Financial Year-end of each
member of the Group falls on 31 December.

      


      
        	
                22.6

              	
                Information:  miscellaneous

              


      

      


      The
Parent and the Borrower shall supply to the Facility Agent (in sufficient copies
for all the Lenders, if the Facility Agent so requests):

      


      
        	
                 
      

              	
                (a)

              	
                at
      the same time as they are dispatched, copies of all documents (i)
      dispatched by the Parent to its shareholders generally (or any class of
      them), (ii) dispatched by the Borrower to its shareholders pursuant
      to mandatory provisions of Czech law, or (iii) dispatched by the Parent or
      the Borrower to their respective creditors generally (or any class of
      them);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                promptly
      upon becoming aware of them, the details of any litigation, arbitration or
      administrative proceedings which are current or pending against any
      Obligor or any member of the Parent Group, and (i) which, if adversely
      determined, are reasonably likely to have a Material Adverse Effect, or
      (ii) which would involve a liability, or a potential or alleged
      liability, exceeding in aggregate at any one time USD 25,000,000 (or its
      equivalent in any other currencies) for the Parent Group or USD 5,000,000
      (or its equivalent in any other currencies for the
  Group;

              


      


      
        
           


        

        
          87

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                promptly,
      such information as the Security Agent may reasonably require about the
      Charged Property and compliance of the Obligors with the terms of any
      Transaction Security Documents; and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                promptly
      on request, such further information regarding the financial condition,
      assets and operations of the Group and/or any other Obligor as any Finance
      Party through the Facility Agent may reasonably
  request.

              


      

      


      
        	
                22.7

              	
                Notification
      of default

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Obligor shall notify the Facility Agent of any Default (and the steps, if
      any, being taken to remedy it) promptly upon becoming aware of its
      occurrence (unless that Obligor is aware that a notification has already
      been provided by another Obligor).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Promptly
      upon a request by the Facility Agent, the Borrower shall supply to the
      Facility Agent a certificate signed by two of its statutory executives on
      its behalf certifying that no Default is continuing (or if a Default is
      continuing, specifying the Default and the steps, if any, being taken to
      remedy it).

              


      

      


      
        	
                22.8

              	
                “Know
      your customer” checks

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      introduction of or any change in (or in the interpretation, administration
      or application of) any law or regulation made after the date of this
      Agreement;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      change in the status of an Obligor or the composition of the shareholders
      of an Obligor after the date of this Agreement;
  or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                a
      proposed assignment or transfer by a Lender of any of its rights and/or
      obligations under this Agreement to a party that is not a Lender prior to
      such assignment or transfer,

              


      

      


      obliges
the Facility Agent or any Lender (or, in the case of paragraph (iii) above,
any prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is
not already available to it, each Obligor shall promptly upon the request of the
Facility Agent or any Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Facility
Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in
the case of the event described in paragraph (iii) above, on behalf of any
prospective new Lender) in order for the Facility Agent, such Lender or, in the
case of the event described in paragraph (iii) above, any prospective new
Lender to carry out and be satisfied it has complied with all necessary “know
your customer” or other similar checks under all applicable laws and regulations
pursuant to the transactions contemplated in the Finance
Documents.


      
        
           


        

        
          88

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Each
      Lender shall promptly upon the request of the Facility Agent supply, or
      procure the supply of, such documentation and other evidence as is
      reasonably requested by the Facility Agent (for itself) in order for the
      Facility Agent to carry out and be satisfied it has complied with all
      necessary “know your customer” or other similar checks under all
      applicable laws and regulations pursuant to the transactions contemplated
      in the Finance Documents.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Parent shall, by not less than 10 Business Days’ prior written notice
      to the Facility Agent, notify the Facility Agent (which shall promptly
      notify the Lenders) of its intention to request that one of its
      Subsidiaries becomes an Additional Obligor pursuant to Clause 28
      (Changes to the
      Obligors).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Following
      the giving of any notice pursuant to paragraph (c) above, if the
      accession of such Additional Obligor obliges the Facility Agent or any
      Lender to comply with “know your customer” or similar identification
      procedures in circumstances where the necessary information is not already
      available to it, the Parent shall promptly upon the request of the
      Facility Agent or any Lender supply, or procure the supply of, such
      documentation and other evidence as is reasonably requested by the
      Facility Agent (for itself or on behalf of any Lender) or any Lender (for
      itself or on behalf of any prospective new Lender) in order for the
      Facility Agent or such Lender or any prospective new Lender to carry out
      and be satisfied it has complied with all necessary “know your customer”
      or other similar checks under all applicable laws and regulations pursuant
      to the accession of such Subsidiary to this Agreement as an Additional
      Obligor.

              


      

      


      
        	
                23.

              	
                FINANCIAL
      COVENANTS

              


      

      


      
        	
                23.1

              	
                Financial
      definitions

              


      

      


      In this
Agreement:

      


      “Borrowings” means, at any
time, the aggregate outstanding principal, capital or nominal amount (and any
fixed or minimum premium payable on prepayment or redemption) of any
indebtedness of members of the Group for or in respect of:

      


      
        	
                 
      

              	
                (a)

              	
                moneys
      borrowed and debit balances at banks or other financial
      institutions;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      acceptances under any acceptance credit or bill discount facility (or
      dematerialised equivalent);

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      note purchase facility or the issue of bonds (but not Trade Instruments),
      notes, debentures, loan stock or any similar
  instrument;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      Finance Lease;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                receivables
      sold or discounted (other than any receivables to the extent they are sold
      on a non-recourse basis and meet any requirements for de-recognition under
      the Accounting Principles);

              


      


      
        
           


        

        
          89

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (f)

              	
                any
      counter-indemnity obligation in respect of a guarantee, bond, standby or
      documentary letter of credit or any other instrument (but not, in any
      case, Trade Instruments) issued by a bank or financial institution in
      respect of (i) an underlying liability of an entity which is not a member
      of the Group which liability would fall within one of the other paragraphs
      of this definition or (ii) any liabilities of any member of the Group
      relating to any post-retirement benefit
scheme;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                any
      amount raised by the issue of shares which are redeemable (other than at
      the option of the issuer) before the Termination Date or are otherwise
      classified as borrowings under the Accounting
  Principles;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                any
      amount of any liability under an advance or deferred purchase agreement if
      (i) one of the primary reasons behind the entry into the agreement is
      to raise finance or to finance the acquisition or construction of the
      asset or service in question or (ii) the agreement is in respect of
      the supply of assets or services and payment is due more than one hundred
      and eighty (180) days after the date of
supply;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      amount raised under any other transaction (including any forward sale or
      purchase agreement, sale and sale back or sale and leaseback agreement)
      having the commercial effect of a borrowing or otherwise classified as
      borrowings under the Accounting Principles;
and

              


      

      


      
        	
                 
      

              	
                (j)

              	
                (without
      double counting) the amount of any liability in respect of any guarantee
      or indemnity for any of the items referred to in paragraphs (a) to
      (i) above;

              


      

      


      deducting
any amount raised by any member of the Group under any Intra-Group Loan or any
Inter-Group Loan.

      


      “Business Acquisition” means
the acquisition of a company or any shares or securities therein or a business
or undertaking (or, in each case, any interest in any of them) or the
incorporation of a company.

      


      “Capital Expenditure” means any
expenditure or obligation in respect of expenditure which, in accordance with
the Accounting Principles, is treated as capital expenditure (and including the
capital element of any expenditure or obligation incurred in connection with a
Finance Lease).

      


      “Cashflow” means, in respect of
any Relevant Period, EBITDA for that Relevant Period after:

      


      
        	
                 
      

              	
                (a)

              	
                adding
      the amount of any decrease (and deducting the amount of any increase) in
      Working Capital for that Relevant
Period;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                adding
      the amount of any cash receipts (and deducting the amount of any cash
      payments) during that Relevant Period in respect of any Exceptional Items
      not already taken account of in calculating EBITDA for any Relevant Period
      );

              


      

      


      
        	
                 
      

              	
                (c)

              	
                adding
      the amount of any cash receipts during that Relevant Period in respect of
      any Tax rebates or credits and deducting the amount actually paid or due
      and payable in respect of Taxes during that Relevant Period by any member
      of the Group;

              


      


      
        
           


        

        
          90

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                adding
      (to the extent not already taken into account in determining EBITDA) the
      amount of any dividends or other profit distributions received in cash by
      any member of the Group during that Relevant Period from any entity which
      is itself not a member of the Group and deducting (to the extent not
      already deducted in determining EBITDA) the amount of any dividends paid
      in cash during the Relevant Period to minority shareholders of members of
      the Group and to the shareholders in the
  Borrower;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                adding
      the amount of any increase in provisions, other non-cash debits and other
      non-cash charges (which are not Current Assets or Current Liabilities) and
      deducting the amount of any non-cash credits (which are not Current Assets
      or Current Liabilities) in each case to the extent taken into account in
      establishing EBITDA;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                deducting
      the amount of any Capital Expenditure actually made during that Relevant
      Period by any member of the Group and the aggregate of any cash
      consideration paid for, or the cash cost of, any Business Acquisitions and
      the amount of any Joint Venture Investments in cash;
  and

              


      

      


      
        	
                 
      

              	
                (g)

              	
                deducting
      the amount of any cash costs of Pension Items during that Relevant Period
      to the extent not taken into account in establishing
    EBITDA;

              


      

      


      and in
each case so that no amount shall be added (or deducted) more than
once.

      


      “Cashflow Cover” means the
ratio of Cashflow to Debt Service in respect of any Relevant
Period.

      


      “Current Assets” means the
aggregate (on a consolidated basis) of all inventory, work in progress, trade
and other receivables of each member of the Group including prepayments in
relation to operating items and sundry debtors maturing within twelve months
from the date of computation but excluding amounts in respect
of:

      


      
        	
                 
      

              	
                (a)

              	
                receivables
      in relation to Tax;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Exceptional
      Items and other non-operating
items;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                insurance
      claims;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      interest owing to any member of the Group;
and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                any
      amounts owed to any member of the Group under any Intra-Group Loan or any
      Inter-Group Loan.

              


      

      


      “Current Liabilities” means the
aggregate (on a consolidated basis) of all liabilities (including trade
creditors, accruals and provisions) of each member of the Group falling due
within twelve months from the date of computation but excluding amounts in respect
of:


      
        
           


        

        
          91

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                liabilities
      for Borrowings and Finance Charges, and any amounts in respect of any
      Intra-Group Loan or any Inter-Group
Loan;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                liabilities
      for Tax;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Exceptional
      Items and other non-operating
items;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                insurance
      claims; and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                liabilities
      in relation to dividends declared but not paid by any member of the Group
      in favour of any person which is not a member of the
  Group.

              


      

      


      “Debt Service” means, in
respect of any Relevant Period, the aggregate of:

      


      
        	
                 
      

              	
                (a)

              	
                Finance
      Charges for that Relevant Period;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      aggregate of all scheduled and mandatory repayments of Borrowings falling
      due and any voluntary prepayments made during that Relevant Period but
      excluding:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      amounts falling due under any overdraft or revolving facility and which
      were available for simultaneous redrawing according to the terms of that
      facility;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      such obligations owed to the Borrower;
and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                any
      prepayment of the Facility which is required to be repaid under the terms
      of this Agreement; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      amount of the capital element of any payments in respect of that Relevant
      Period payable under any Finance Lease entered into by the
      Borrower,

              


      

      


      and so
that no amount shall be included more than once.

      


      “EBIT” means, in respect of any
Relevant Period, the consolidated operating profit of the Group before taxation
(excluding the results from discontinued operations):

      


      
        	
                 
      

              	
                (a)

              	
                before
      deducting any
      Finance Charges whether paid, payable or capitalised by any member of the
      Group in respect of that Relevant
Period;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                not
      including any accrued interest owing to any member of the
      Group;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                before
      taking into account any Exceptional
Items;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                after
      deducting the amount of any profit (or adding back the amount of any loss)
      of any member of the Group which is attributable to minority
      interests;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                before
      taking into account any unrealised gains or losses on any derivative
      instrument (other than any derivative instrument which is accounted for on
      a hedge accounting basis);

              


      

      


      
        	
                 
      

              	
                (f)

              	
                before
      taking into account any gain or loss arising from an upward or downward
      revaluation of any other asset at any time after 31 March
      2009;

              


      


      
        
           


        

        
          92

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (g)

              	
                before
      taking into account any Pension
Items;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                excluding
      the charge to profit represented by the expensing of stock options;
      and

              


      

      


      in each
case, to the extent added, deducted or taken into account, as the case may be,
for the purposes of determining operating profits of the Group before
taxation.

      


      “EBITDA” means, in respect of
any Relevant Period, EBIT for that Relevant Period after adding back any amount
attributable to the amortisation, or depreciation or impairment of assets of
members of the Group.

      


      “Exceptional Items” means any
material items of an unusual or non-recurring nature which represent gains or
losses including those arising on:

      


      
        	
                 
      

              	
                (a)

              	
                the
      restructuring of the activities of an entity and reversals of any
      provisions for the cost of
restructuring;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                disposals,
      revaluations or impairment of non-current assets;
  and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                disposals
      of assets associated with discontinued
  operations.

              


      

      


      “Finance Charges” means, for
any Relevant Period, the aggregate amount of the accrued interest, commission,
fees, discounts, prepayment fees, premiums or charges and other finance payments
in respect of Borrowings whether paid, payable or capitalised by any member of
the Group (calculated on a consolidated basis) in respect of that Relevant
Period:

      


      
        	
                 
      

              	
                (a)

              	
                including
      any upfront fees or costs which are included as part of the effective
      interest rate adjustments;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                including
      the interest (but not the capital) element of payments in respect of
      Finance Leases;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                including
      any commission, fees, discounts and other finance payments payable by (and
      deducting any such amounts payable to) any member of the Group under any
      interest rate hedging arrangement;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                excluding
      any interest cost or expected return on plan assets in relation to any
      post-employment benefit schemes;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                taking
      no account of any unrealised gains or losses on any derivative instruments
      other than any derivative instruments which are accounted for on a hedge
      accounting basis; and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                including
      any cash dividends or distributions paid, or any payments (including any
      loans/advances provided, repayment and/or prepayment of principal amounts
      and payment of interest) under any Inter-Group Loan (but excluding any
      amounts in respect of interest accrued on the principal amounts of any
      Inter-Group Loans, to the extent that such principal amounts do not exceed
      those outstanding as at the date of this Agreement) by a member of the
      Group in respect of that Relevant
Period.

              


      


      
        
           


        

        
          93

          
            

          

        

        
           


        

      


      
        in each
case so that no amount shall be added (or deducted) more than
once.

      

      


      “Finance Lease” means any lease
or hire purchase contract which would, in accordance with the Accounting
Principles, be treated as a finance or capital lease.

      


      “Financial Quarter” means the
period commencing on the day after one Quarter Date and ending on the next
Quarter Date.

      


      “Financial Year” means the
annual accounting period of the Group ending on or about 31 December in each
year.

      


      “Interest Cover” means the
ratio of EBITDA to Finance Charges in respect of any Relevant
Period.

      


      “Pension Items” means any
income or charge attributable to a post-employment benefit scheme other than the
current service costs and any past service costs and curtailments and
settlements attributable to the scheme.

      


      “Quarter Date” means each of
31 March, 30 June, 30 September and
31 December.

      


      “Relevant Period” means each
period of twelve months ending on or about the last day of the Financial Year
and each period of twelve months ending on or about the last day of each
Financial Quarter.

      


      “Senior Secured Debt” means, at
any date, the sum of:

      


      
        	
                 
      

              	
                (a)

              	
                the
      aggregate of Loans outstanding at that
date;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      aggregate Financial Indebtedness outstanding at that date under the
      Factoring Facility Agreement; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      aggregate amount of Permitted Financial Indebtedness outstanding at that
      date which is permitted to be subject to
  Security.

              


      

      


      “Senior Secured Leverage”
means, in respect of any Relevant Period, the ratio of Senior Secured Debt on
the last day of that Relevant Period to EBITDA in respect of that Relevant
Period.

      


      “Working Capital” means, on any
date, Current Assets less Current Liabilities.

      


      
        	
                23.2

              	
                Financial
      condition

              


      

      


      The
Borrower shall ensure that:

      


      
        	
                 
      

              	
                (a)

              	
                Cashflow
      Cover:  Cashflow Cover in respect of any Relevant Period
      shall not be less than 1.75:1.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Interest
      Cover:  Interest Cover in respect of any Relevant Period
      shall not be less than 5.00:1.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Senior Secured
      Leverage:  Senior Secured Leverage in respect of any
      Relevant Period shall not exceed
2.30:1.

              


      


      
        
           


        

        
          94

          
            

          

        

        
           


        

      


      
        	
                23.3

              	
                Financial
      testing

              


      

      


      The
financial covenants set out in Clause 23.2 (Financial condition) shall be
calculated in accordance with the Accounting Principles and tested on a
consolidated basis by reference to each of the consolidated financial statements
of the Borrower (including, for the avoidance of doubt, Markiza) delivered
pursuant to paragraphs (a)(ii) and (b)(ii) of Clause 22.1 (Financial Statements) and/or
each Compliance Certificate delivered pursuant to Clause 22.2 (Provision and contents of Compliance
Certificate), provided
that (i) the up to CZK 1,230,000,000 dividend distributed by the Borrower
to its shareholders in the Financial Year of the Borrower ending on
31 December 2009, and (ii) the repayments or prepayments of the CET Loan
made in 2009 in the amount of CZK 1,032,282,188.44 and the prepayment of the
loan under the CET Loan Agreement made from the proceeds of the Facility in
accordance with paragraph (b) of Clause 3.1 (Purpose), shall be
disregarded for the purposes of any such calculation.

      


      
        	
                24.

              	
                GENERAL
      UNDERTAKINGS

              


      

      


      The
undertakings in this Clause 24 remain in force from the date of this
Agreement for so long as any amount is outstanding under the Finance Documents
or any Commitment is in force.

      


      
        	
                24.1

              	
                Authorisations

              


      

      


      Each
Obligor shall promptly:

      


      
        	
                 
      

              	
                (a)

              	
                obtain,
      comply with and do all that is necessary to maintain in full force and
      effect; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                supply
      certified copies to the Facility Agent
of,

              


      

      


      any
Authorisation (including, without limitation, the Broadcasting Licences)
required under any law or regulation of a Relevant Jurisdiction to:

      


      
        	
                 
      

              	
                (i)

              	
                enable
      it to perform its obligations under the Finance
  Documents;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                ensure
      the legality, validity, enforceability or admissibility in evidence of any
      Finance Document (subject to any necessary translation of such Finance
      Documents and notarisation of any such translation);
  and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                carry
      on its business where failure to do has or, in the reasonable opinion of
      the Majority Lender, is likely to have a Material Adverse
      Effect.

              


      

      


      
        	
                24.2

              	
                Compliance
      with laws

              


      

      


      Each
Obligor shall (and the Parent shall procure that each member of the Group will)
comply in all respects with all laws to which it may be subject if failure to so
comply has or is reasonably likely to have a Material Adverse
Effect.


      
        
           


        

        
          95

          
            

          

        

        
           


        

      


      
        	
                24.3

              	
                Environmental
      compliance

              


      

      


      Each Key
Obligor shall (and each Key Obligor shall procure that each other member of the
Group will):

      


      
        	
                 
      

              	
                (a)

              	
                comply
      with all Environmental Law;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                obtain,
      maintain and ensure compliance with all requisite Environmental
      Permits;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                implement
      procedures to monitor compliance with and to prevent liability under any
      Environmental Law,

              


      

      


      where
failure to do so has or is reasonably likely to have a Material Adverse
Effect.

      


      
        	
                24.4

              	
                Environmental
      claims

              


      

      


      Each Key
Obligor shall promptly upon becoming aware of the same, inform the Facility
Agent in writing of:

      


      
        	
                 
      

              	
                (a)

              	
                any
      Environmental Claim against it or any other member of the Group which is
      current, pending or threatened; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      facts or circumstances which are reasonably likely to result in any
      Environmental Claim being commenced or threatened against it or any other
      member of the Group,

              


      

      


      where the
claim, if determined against it or any other member of the Group, has or is
reasonably likely to have a Material Adverse Effect.

      


      
        	
                24.5

              	
                Taxation

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Key Obligor shall (and each Key Obligor shall procure that each other
      member of the Group will) pay and discharge all Taxes imposed upon it or
      its assets within the time period allowed without incurring penalties
      unless and only to the extent that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                such
      payment is being contested in good
faith;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                adequate
      reserves are being maintained for those Taxes and the costs required to
      contest them which have been disclosed in its latest financial statements
      delivered to the Facility Agent under Clause 22.1 (Financial statements);
      and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                such
      payment can be lawfully withheld and failure to pay those Taxes does not
      have or is not reasonably likely to have a Material Adverse
      Effect.

              


      


      
        
           


        

        
          96

          
            

          

        

        
           


        

      


      
        	
                24.6

              	
                Merger

              


      

      


      No Key
Obligor shall (and each Key Obligor shall procure that no other member of the
Group will) enter into any amalgamation, demerger, merger, consolidation or
corporate reconstruction other than a Permitted Transaction.

      


      
        	
                24.7

              	
                Change
      of business

              


      

      


      Each Key
Obligor shall procure that no substantial change is made to the general nature
of its business or the business of any other member of the Group, in each case
from that carried on at the date of this Agreement except where such change is
not, in the reasonable opinion of the Majority Lenders, likely to have a
Material Adverse Effect.

      


      
        	
                24.8

              	
                Acquisitions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Except
      as permitted under paragraph (b) below, no Key Obligor shall (and
      each Key Obligor shall procure that no other member of the Group
      will):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                acquire
      a company or any shares or securities or a business or undertaking (or, in
      each case, any interest in any of them);
or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                incorporate
      a company.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Paragraph (a)
      above does not apply to an acquisition of a company, of shares, securities
      or a business or undertaking (or, in each case, any interest in any of
      them) or the incorporation of a company which
  is:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                a
      Permitted Acquisition; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      Permitted Transaction.

              


      

      


      
        	
                24.9

              	
                Joint
      ventures

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Except
      as permitted under paragraph (b) below, no Key Obligor shall (and
      each Key Obligor shall procure that no other member of the Group
      will):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                enter
      into, invest in or acquire (or agree to acquire) any shares, stocks,
      securities or other interest in any Joint Venture;
  or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                transfer
      any assets or lend to or guarantee or give an indemnity for or give
      Security for the obligations of a Joint Venture or maintain the solvency
      of or provide working capital to any Joint Venture (or agree to do any of
      the foregoing).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Paragraph (a)
      above does not apply to any acquisition of (or agreement to acquire) any
      interest in a Joint Venture or transfer of assets (or agreement to
      transfer assets) to a Joint Venture or loan made to or guarantee (or
      agreement to loan or guarantee) given in respect of the obligations of a
      Joint Venture if such transaction is a Permitted Acquisition, a Permitted
      Disposal, a Permitted Loan or a Permitted Joint
  Venture.

              


      


      
        
           


        

        
          97

          
            

          

        

        
           


        

      


      
        	
                24.10

              	
                Preservation
      of assets

              


      

      


      Each Key
Obligor shall (and each Key Obligor shall procure that each other member of the
Group will) shall maintain in good working order and condition (ordinary wear
and tear excepted) all of its material assets necessary to the conduct of its
business where failure to do so would, in the reasonable opinion of the Majority
Lenders, have a Material Adverse Effect.

      


      
        	
                24.11

              	
                Pari
      passu ranking

              


      

      


      Each
Obligor shall ensure that at all times any unsecured and unsubordinated claims
of a Finance Party or a Hedge Counterparty against it under the Finance
Documents rank at least pari
passu with the claims of all its other unsecured and unsubordinated
creditors except those creditors whose claims are mandatorily preferred by laws
of general application to companies.

      


      
        	
                24.12

              	
                Negative
      pledge

              


      

      


      In this
Clause 24.12, “Quasi-Security” means an
arrangement or transaction described in paragraph (b) below.

      


      Except as
permitted under paragraph (c) below:

      


      
        	
                 
      

              	
                (a)

              	
                No
      Key Obligor shall (and each Key Obligor shall procure that no other member
      of the Group will) create or permit to subsist any Security over any of
      its assets.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      Key Obligor shall (and each Key Obligor shall procure that no other member
      of the Group will):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                sell,
      transfer or otherwise dispose of any of its assets on terms whereby they
      are or may be leased to or re-acquired by
it;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                sell,
      transfer or otherwise dispose of any of its receivables on recourse
      terms;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                enter
      into any arrangement under which money or the benefit of a bank or other
      account may be applied, set-off or made subject to a combination of
      accounts; or

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                enter
      into any other preferential arrangement having a similar
      effect,

              


      

      


      in
circumstances where the arrangement or transaction is entered into primarily as
a method of raising Financial Indebtedness or of financing the acquisition of an
asset.


      
        
           


        

        
          98

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Neither
      CME Media Enterprises B.V., nor CME Romania B.V. shall (and the Parent
      shall ensure that no other person which becomes the owner of any shares of
      the Borrower after the date of this Agreement will) create or permit to
      subsist any Security or Quasi-Security over any shares of the
      Borrower.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Paragraphs (a)
      and (b) above do not apply to any Security or (as the case may be)
      Quasi-Security, which is:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Permitted
      Security; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      Permitted Transaction.

              


      

      


      
        	
                24.13

              	
                Disposals

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Except
      as permitted under paragraph (b) below, no Key Obligor shall (and
      each Key Obligor shall procure that no other member of the Group will)
      enter into a single transaction or a series of transactions (whether
      related or not) and whether voluntary or involuntary to sell, lease,
      transfer or otherwise dispose of any
asset.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Paragraph (a)
      above does not apply to any sale, lease, transfer or other disposal which
      is or part of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                a
      Permitted Disposal; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      Permitted Transaction.

              


      

      


      
        	
                24.14

              	
                Arm’s
      length basis

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Except
      as permitted by paragraph (b) below, no Key Obligor shall (and each
      Key Obligor shall procure that no other member of the Group will) enter
      into any transaction with any Affiliate (other than a member of the Group)
      except on arm’s length terms for market
value.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      following transactions shall not be a breach of this
      Clause 24.14:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Intra-Group
      Loans and Inter-Group Loans permitted under Clause 24.15 (Loans or
      credit);

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                fees,
      costs and expenses payable under the Finance Documents in the amounts set
      out in the Finance Documents delivered to the Facility Agent under
      Clause 4.1 (Initial
      conditions precedent) or agreed by the Facility
    Agent;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                any
      Permitted Transaction; and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                payments
      in respect of management services, administration or other similar fees
      and charges invoiced to or by any Key Obligor or member of the Group by or
      to any Affiliate of any member of the Group, where the aggregate of such
      payments made by the members of the Group does not exceed CZK 100,000,000
      (or its equivalent in any currencies) in any Financial Year, provided that promptly
      upon request of the Facility Agent, the Borrower shall provide to the
      Facility Agent  a reasonably detailed summary (including,
      without limitation, any information regarding such payments requested by,
      or actually provided by the members of the Group to, their respective
      auditors) of all such payments made under this paragraph (iv) during the
      period set out in the request of the Facility Agent (such period not to
      include any period for which the relevant information has already been
      provided in form and substance satisfactory to the Facility Agent by the
      Borrower in accordance with this  paragraph
    (iv)).

              


      


      
        
           


        

        
          99

          
            

          

        

        
           


        

      


      
        	
                24.15

              	
                Loans
      or credit

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Except
      as permitted under paragraph (b) below, no Key Obligor shall (and
      each Key Obligor shall procure that no other member of the Group will) be
      a creditor in respect of any Financial
  Indebtedness.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Paragraph (a)
      above does not apply to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                a
      Permitted Loan; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      Permitted Transaction.

              


      

      


      
        	
                24.16

              	
                No
      Guarantees or indemnities

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Except
      as permitted under paragraph (b) below, no Key Obligor shall (and
      each Key Obligor shall procure that no other member of the Group will)
      incur or allow to remain outstanding any guarantee in respect of any
      obligation of any person.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Paragraph (a)
      does not apply to a guarantee which is part
of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                a
      Permitted Guarantee; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      Permitted Transaction.

              


      

      


      
        	
                24.17

              	
                Financial
      Indebtedness

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Except
      as permitted under paragraph (b) below, no Key Obligor shall (and
      each Key Obligor shall procure that no other member of the Group will)
      incur or allow to remain outstanding any Financial
      Indebtedness.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Paragraph (a)
      above does not apply to Financial Indebtedness which is part
      of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Permitted
      Financial Indebtedness; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      Permitted Transaction.

              


      


      
        
           


        

        
          100

          
            

          

        

        
           


        

      


      
        	
                24.18

              	
                Share
      capital

              


      

      


      No Key
Obligor shall (and each Key Obligor shall procure that each other member of the
Group will) issue any shares except pursuant to:

      


      
        	
                 
      

              	
                (a)

              	
                a
      Permitted Share Issue; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a
      Permitted Transaction.

              


      

      


      
        	
                24.19

              	
                Insurance

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Key Obligor shall (and each Key Obligor shall procure that each other
      member of the Group will) maintain insurances on and in relation to its
      business and material assets against those risks which a reasonable and
      prudent operator of the same or substantially similar business would
      consider prudent and to the extent as is usual for companies carrying on
      the same or substantially similar
business.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Without
      affecting the generality of paragraph (a) above, each Key Obligor shall
      (and each Key Obligor shall procure that each other member of the Group
      will) maintain the Required
Insurances.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                All
      insurances must be with independent insurance companies or underwriters
      which a reasonable and prudent operator of the same or substantially
      similar business as the business of the Borrower would consider to be
      reputable.

              


      

      


      
        	
                24.20

              	
                Access

              


      

      


      If an
Event of Default is continuing or the Facility Agent reasonably suspects an
Event of Default is continuing or may occur, each Obligor shall permit the
Facility Agent and/or the Security Agent and/or accountants or other
professional advisers and contractors of the Facility Agent or Security Agent
free access at all reasonable times and on reasonable notice at the risk and
cost of the relevant Obligor (such cost only to be payable if an Event of
Default is found to be continuing) (or, as applicable, relevant member of the
Group), to (a) the premises, assets, books, accounts and records of the
relevant Obligor (or, as applicable, relevant member of the Group), and
(b) meet and discuss matters with senior management of the relevant Obligor
(or, as applicable, relevant member of the Group).

      


      
        	
                24.21

              	
                Intellectual
      Property

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Key Obligor shall (and each Key Obligor shall procure that each other
      member of the Group will):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                preserve
      and maintain the subsistence and validity of the Intellectual Property
      necessary for its respective
business;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                use
      reasonable endeavours to prevent any infringement in any material respect
      of the Intellectual Property by
it;

              


      


      
        
           


        

        
          101

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iii)

              	
                make
      registrations and pay all registration fees and taxes necessary to
      maintain the Intellectual Property in full force and effect and record its
      interest in that Intellectual
Property;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                not
      use or permit the Intellectual Property to be used in a way or take any
      step or omit to take any step in respect of that Intellectual Property
      which may materially and adversely affect the existence or value of the
      Intellectual Property or imperil the right of the Borrower or Markiza, as
      applicable, to use such property;
and

              


      

      


      
        	
                 
      

              	
                (v)

              	
                not
      discontinue the use of the Intellectual
  Property,

              


      

      


      where
failure to do so, in the case of paragraphs (i) to (v) above, such use,
permission to use, omission or discontinuation, is reasonably likely to have a
Material Adverse Effect.

      


      
        	
                 
      

              	
                (b)

              	
                Failure
      to comply with any part of paragraph (a) above shall not be a breach
      of this Clause 24.21 to the extent that any dealing with Intellectual
      Property which would otherwise be a breach of paragraph (a) is
      contemplated by the definition of Permitted
  Transaction.

              


      

      


      
        	
                24.22

              	
                Amendments

              


      

      


      
        	
                 
      

              	
                (a)

              	
                No
      Obligor shall amend, vary, novate, supplement, supersede, waive or
      terminate any term of a Transaction Document or any other document
      delivered to the Facility Agent pursuant to Clause 4.1 (Initial conditions
      precedent) or Clause 28 (Changes to the
      Obligors) or enter into any agreement with any shareholders of any
      member of the Group which is not a member of the Group except in
      writing:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                in
      accordance with the provisions of Clause 38 (Amendments and
      Waivers);

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                to
      the extent that that amendment, variation, novation, supplement,
      superseding, waiver or termination is permitted by this Agreement or in
      writing by the Facility Agent (acting on instruction of the Majority
      Lenders); or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                in
      a way which could not be reasonably expected materially and adversely to
      affect the interests of the
Lenders.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Parent and/or the Borrower shall promptly supply to the Facility Agent a
      copy of any document relating to any of the matters referred to in
      paragraphs (i) to (iii) above.

              


      

      


      
        	
                24.23

              	
                Financial
      assistance

              


      

      


      Each Key
Obligor shall (and each Key Obligor shall procure that each member of the Group
will) comply in all respects with sections 677 to 683 of the Companies Act
2006 and any equivalent legislation in other jurisdictions including (without
limitation) in relation to the execution of the Transaction Security Documents
and payment of amounts due under this Agreement.


      
        
           


        

        
          102

          
            

          

        

        
           


        

      


      
        	
                24.24

              	
                Borrower’s
      accounts

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Borrower shall ensure that all banking accounts of the Borrower
      (i) be opened and maintained with the Facility Agent, other Finance
      Party or another bank approved in writing by the Facility Agent and (ii)
      be subject to valid Security under the Transaction Security
      Documents.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      failure to comply with paragraph (a) shall not be a breach of this Clause
      24.24 to the extent that the Borrower has opened with Bank Mendes Gans nv
      the cash-pooling accounts Nos.:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                NL80BKMG0261081985
      (in CZK);

              


      

      


      
        	
                 
      

              	
                (B)

              	
                NL96BKMG0261092367
      (in EUR);

              


      

      


      
        	
                 
      

              	
                (C)

              	
                NL70BKMG0261102923
      (in USD);

              


      

      


      subject
to the conditions set out in paragraph (b) of the definition of “Permitted
Security” and provided further that the aggregate of the balances deposited in
such accounts by the Borrower does not exceed CZK 200,000,000 (or its equivalent
in other currencies) at any time.

      


      
        	
                 
      

              	
                (c)

              	
                The
      failure to comply with paragraph (a)(i) shall not be a breach of this
      Clause 24.24 to the extent that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                for
      the period of not more than 3 calendar months from the date of this
      Agreement, the Borrower will have opened with Raiffeisenbank a.s., a
      joint-stock company established under the laws of the Czech Republic,
      having its registered office at Prague 4, Hvězdova
      1716/2b, Postal Code: 140 78, Business Identification No.:
      49240901, registered in the Commercial Register maintained by the
      Municipal Court in Prague, Section B., File 2051, the accounts
      Nos.:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                166557837/5500
      (in CZK);

              


      

      


      
        	
                 
      

              	
                (B)

              	
                166557837/5500
      (in EUR);

              


      

      


      
        	
                 
      

              	
                (C)

              	
                166557837/5500
      (in USD); and

              


      

      


      
        	
                 
      

              	
                (D)

              	
                158607304/5500
      (in CZK); and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Borrower has opened with Slovenská
      sporiteľňa, a.s., a joint-stock company established under the laws of
      the Slovak Republic, having its registered office at Bratislava,
      Tomášikova 48, Postal Code: 832 37, Business Identification No.: 00 151
      653, registered in the Commercial Register maintained by the District
      Court in Bratislava, Section Sa, File 601/B., the accounts
      Nos.:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                SK7909000000000633651954
      (in CZK); and

              


      

      


      
        	
                 
      

              	
                (B)

              	
                SK040900000000633651946
      (in EUR).

              


      


      
        
           


        

        
          103

          
            

          

        

        
           


        

      


      
        	
                24.25

              	
                Treasury
      Transactions

              


      

      


      No Key
Obligor shall (and each Key Obligor shall procure that no other member of the
Group will) enter into any Treasury Transaction, other than:

      


      
        	
                 
      

              	
                (a)

              	
                the
      hedging transactions documented by the Hedging Agreements;
    and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                spot
      and forward delivery foreign exchange and interest rate contracts entered
      into in the ordinary course of its business as conducted on the date of
      this Agreement and not for speculative
purposes.

              


      

      


      
        	
                24.26

              	
                Compliance
      with Hedging Letter

              


      

      


      The
Borrower shall ensure that all interest rate hedging arrangements required by
the Hedging Letter are implemented in accordance with the terms of the Hedging
Letter and that such arrangements are not terminated, varied or cancelled
without the consent of the Facility Agent (acting on the instructions of the
Majority Lenders).

      


      
        	
                24.27

              	
                Further
      assurance

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Obligor providing Transaction Security shall promptly do all such acts or
      execute all such documents (including assignments, transfers, mortgages,
      charges, notices and instructions) as the Security Agent may reasonably
      specify (and in such form as the Security Agent may reasonably require in
      favour of the Security Agent or its
nominee(s)):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      perfect the Security created or intended to be created under or evidenced
      by the Transaction Security Documents (which may include the execution of
      a mortgage, charge, assignment or other Security over all or any of the
      assets which are, or are intended to be, the subject of the Transaction
      Security) or for the exercise of any rights, powers and remedies of the
      Security Agent or the Finance Parties provided by or pursuant to the
      Finance Documents or by law;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                to
      confer on the Security Agent or confer on the Finance Parties Security
      over any property and assets of that Obligor located in any jurisdiction
      equivalent or similar to the Security intended to be conferred by or
      pursuant to the Transaction Security Documents;
  and/or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                to
      facilitate the realisation of the assets which are, or are intended to be,
      the subject of the Transaction
Security.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      Obligor providing Transaction Security shall take all such action as is
      available to it (including making all filings and registrations) as may be
      necessary for the purpose of the creation, perfection, protection or
      maintenance of any Security conferred or intended to be conferred on the
      Security Agent or the Finance Parties by or pursuant to the Finance
      Documents.

              


      


      
        
           


        

        
          104

          
            

          

        

        
           


        

      


      
        	
                24.28

              	
                Syndication

              


      

      


      The
Parent and the Borrower shall provide reasonable assistance to the Arranger in
the preparation of the Information Package and the primary syndication of the
Facility (including, without limitation, by making senior management of the
Parent and each Key Obligor available for the purpose of making presentations
to, or meeting, potential lending institutions) and will comply with all
reasonable requests for information from potential syndicate members prior to
completion of syndication.

      


      
        	
                24.29

              	
                Conditions
      subsequent

              


      

      


      The
Borrower shall within 90 days of the date of this Agreement enter into the
Hedging Agreements.

      


      
        	
                24.30

              	
                Parent
      Undertaking

              


      

      


      The
Parent shall (and shall procure that each Restricted Subsidiary will), where it
or any Restricted Subsidiary is the creditor of any loans or advances made to
any member of the Group, the principal amount of which is equal to or greater
than CZK 100,000,000 (or its equivalent in any other currencies)
individually or in aggregate, grant security in favour of the Security Agent
over its rights under such loans or advances on terms acceptable to the Security
Agent (acting on the instructions of the Majority Lenders).

      


      
        	
                24.31

              	
                Additional
      Guarantors

              


      

      


      The
Parent shall procure that in the case that any loan is proposed to be made by
any Key Obligor, CME Slovak Holdings N.V. or any other member of the Group which
becomes a Restricted Subsidiary (“Group Creditor”) to the Parent
or any Restricted Subsidiary (the “Group Debtor”), the Group
Debtor shall become an Additional Guarantor in accordance with Clause 28.2
(Additional Guarantor)
simultaneously with or before the provision of such loan by the Group
Creditor.

      


      
        	
                25.

              	
                EVENTS
      OF DEFAULT

              


      

      


      Each of
the events or circumstances set out in this Clause 25 is an Event of
Default (save for Clause 25.18 (Acceleration).

      


      
        	
                25.1

              	
                Non-payment

              


      

      


      An
Obligor does not pay on the due date any amount payable pursuant to a Finance
Document at the place at and in the currency in which it is expressed to be
payable unless:

      


      
        	
                 
      

              	
                (a)

              	
                its
      failure to pay is caused by:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                administrative
      or technical error; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      Disruption Event; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                payment
      is made within 3 Business Days of its due
  date.

              


      


      
        
           


        

        
          105

          
            

          

        

        
           


        

      


      
        	
                25.2

              	
                Financial
      covenants

              


      

      


      Any
requirement of Clause 23 (Financial covenants) is not
satisfied.

      


      
        	
                25.3

              	
                Information
      undertakings, general undertakings and Transaction Security
      Documents

              


      

      


      
        	
                 
      

              	
                (a)

              	
                An
      Obligor does not comply with the provisions of Clause 22 (Information
      Undertakings) and/or Clause 24 (General Undertakings)
      and/or with any material provision of any Transaction Security
      Document.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      Event of Default under paragraph (a) above will occur if the failure
      to comply is capable of remedy and is remedied within 10 Business Days of
      the earlier of (i) the Facility Agent giving notice to the Borrower
      or relevant Obligor and (ii) the Borrower or an Obligor becoming
      aware of the failure to comply.

              


      

      


      
        	
                25.4

              	
                Other
      obligations

              


      

      


      
        	
                 
      

              	
                (a)

              	
                An
      Obligor does not comply with any provision of the Finance Documents (other
      than those referred to in Clause 25.1 (Non-payment), Clause
      25.2 (Financial
      covenants) and Clause 25.3 (Information undertakings,
      general undertakings and Transaction Security
      Documents)).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      Event of Default under paragraph (a) above will occur if the failure
      to comply is capable of remedy and is remedied within 20 Business Days of
      the earlier of (i) the Facility Agent giving notice to the Borrower
      or relevant Obligor and (ii) the Borrower or an Obligor becoming
      aware of the failure to comply.

              


      

      


      
        	
                25.5

              	
                Misrepresentation

              


      

      


      Any
representation or statement made or deemed to be made by an Obligor in the
Finance Documents or any other document delivered by or on behalf of any Obligor
under or in connection with any Finance Document is or proves to have been
incorrect or misleading in any material respect when made or deemed to be made
and the circumstances giving rise to such misrepresentation, if capable of
remedy, are not remedied so as to make such representation or statement correct
or not misleading by the date falling twenty (20) days after the earlier of (i)
the Facility Agent giving notice to the Obligor, or (ii) the Obligor becoming
aware of the misrepresentation provided that at all times during such period the
Obligor is taking all steps reasonably available to it to remedy the
circumstances giving rise to the misrepresentation.

      


      
        	
                25.6

              	
                Cross
      default

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      Financial Indebtedness of any Significant Subsidiary is not paid when due
      nor within any originally applicable grace
  period.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Any
      Financial Indebtedness of any Significant Subsidiary is declared to be or
      otherwise becomes due and payable prior to its specified maturity as a
      result of an event of default (however
  described).

              


      


      
        
           


        

        
          106

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Any
      commitment for any Financial Indebtedness of any Significant Subsidiary is
      cancelled or suspended by a creditor of any Significant Subsidiary as a
      result of an event of default (however
  described).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Any
      creditor of any Significant Subsidiary becomes entitled to declare any
      Financial Indebtedness of any Significant Subsidiary due and payable prior
      to its specified maturity as a result of an event of default (however
      described).

              


      

      


      
        	
                 
      

              	
                (e)

              	
                No
      Event of Default will occur under this Clause 25.6 if the
      aggregate amount of Financial Indebtedness or commitment for Financial
      Indebtedness falling within paragraphs (a) to (d) above is less than
      USD 25,000,000 (or its equivalent in any other currency or currencies) in
      aggregate for all Significant
Subsidiaries.

              


      

      


      
        	
                25.7

              	
                Insolvency

              


      

      


      
        	
                 
      

              	
                (a)

              	
                An
      Obligor is unable or admits inability to pay its debts as they fall due or
      is deemed in any Relevant Jurisdiction to or declared to be unable to pay
      its debts under applicable law, suspends or threatens to suspend making
      payments on its financial indebtedness or, by reason of actual or
      anticipated financial difficulties, commences negotiations with one or
      more of its creditors with a view to rescheduling any of its financial
      indebtedness.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Any
      Obligor is insolvent in its jurisdiction of
  incorporation.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      moratorium is declared in respect of any financial indebtedness of any
      Obligor. If a moratorium occurs, the ending of the moratorium will by
      itself not remedy any Event of Default caused by that
      moratorium.

              


      

      


      
        	
                25.8

              	
                Insolvency
      proceedings

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      corporate action, legal proceedings or other procedure or step is taken in
      relation to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      suspension of payments, a moratorium of any indebtedness, insolvency,
      winding-up, dissolution, administration or reorganisation (by way of
      voluntary arrangement, scheme of arrangement or otherwise) of any
      Obligor;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      composition, compromise, assignment or arrangement with any creditor of
      any Obligor by reason of financial difficulties of that
      Obligor;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      appointment of a liquidator, receiver, administrative receiver,
      administrator, compulsory manager or other similar officer in respect of
      any Obligor or any of its material assets;
or

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                enforcement
      of any Security over any material assets of any
  Obligor,

              


      

      


      or any
analogous procedure or step is taken in any jurisdiction.


      
        
           


        

        
          107

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Paragraph (a)
      shall not apply to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      winding-up or bankruptcy petition or any other action, proceeding, step or
      other procedure which is frivolous or vexatious and is discharged, stayed
      or dismissed within 30 Business Days of commencement;
  or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      action, proceeding, step or other procedure contemplated by paragraph (b)
      or (d) of the definition of Permitted
  Transaction.

              


      

      


      
        	
                25.9

              	
                Creditors’
      process

              


      

      


      Any
expropriation, attachment, sequestration, distress or execution or any analogous
process in any jurisdiction affects any material asset or assets of an Obligor
and is not discharged, stayed or dismissed within 30 Business Days.

      


      
        	
                25.10

              	
                Unlawfulness
      and invalidity

              


      

      


      
        	
                 
      

              	
                (a)

              	
                It
      is or becomes unlawful for an Obligor to perform any of its payment or
      reporting obligations or any other material undertakings under the Finance
      Documents, or any Transaction Security created or expressed to be created
      or evidenced by the Transaction Security Documents ceases to be
      effective.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Any
      obligation or obligations of any Obligor are not (subject to the Legal
      Reservations) or cease to be legal, valid, binding or enforceable and the
      cessation individually or cumulatively materially and adversely affects
      the interests of the Lenders under the Finance
  Documents.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Any
      Finance Document ceases to be in full force and effect or any Transaction
      Security ceases to be legal, valid, binding, enforceable or effective or
      is alleged by a party to it (other than a Finance Party) to be
      ineffective, in each case in any material
  respect.

              


      

      


      
        	
                25.11

              	
                Cessation
      of business

              


      

      


      Any Key
Obligor suspends or ceases to carry on (or threatens to suspend or cease to
carry on) all or a material part of its business except as a result of a
Permitted Disposal or a Permitted Transaction.

      


      
        	
                25.12

              	
                Change
      of ownership

              


      

      


      An
Obligor (other than the Parent) ceases to be a Subsidiary of the Parent, except
as a result of a Change of Control or a disposal which is a Permitted Disposal
or a Permitted Transaction.

      


      
        	
                25.13

              	
                Expropriation

              


      

      


      The
authority or ability of any Key Obligor to conduct all or a material part of its
business is curtailed by any seizure, expropriation, nationalisation,
intervention, restriction or other action by or on behalf of any governmental,
regulatory or other authority in relation to any Key Obligor or any of its
material assets.


      
        
           


        

        
          108

          
            

          

        

        
           


        

      


      
        	
                25.14

              	
                Repudiation
      and rescission of agreements

              


      

      


      An
Obligor rescinds or purports to rescind or repudiates or purports to repudiate a
Finance Document or any of the Transaction Security or evidences an intention to
rescind or repudiate a Finance Document or any Transaction
Security.

      


      
        	
                25.15

              	
                Judgments
      and arbitral awards

              


      

      


      Any
Obligor or any member of the Group fails to satisfy any final and non-appealable
judgment or arbitral award against it or its assets made by any competent court
or tribunal to which it or its assets is or are subject, where the amount of
relief from, and/or a liability (including, without limitation, any pre- and/or
post-judgment interest but excluding any award in respect of costs of relevant
proceedings) under such judgment or award, (i) of the Parent Group as a whole is
at any one time in aggregate at least USD 25,000,000 (or its equivalent in other
currency or currencies), or (ii) of any member of the Group is at any one time
in aggregate at least USD 7,500,000 (or its equivalent in other currency or
currencies).

      


      
        	
                25.16

              	
                Authorisations

              


      

      


      A
decision is issued by the Czech Media Council or the Slovak Media Council which
is confirmed by a final and non-appealable decision of a court of competent
jurisdiction and which in the reasonable opinion of the Majority Lenders is
likely to directly result in the revocation or termination of any Broadcasting
Licence.

      


      
        	
                25.17

              	
                Material
      adverse change

              


      

      


      Any event
or circumstance occurs which the Majority Lenders reasonably believe has or is
reasonably likely to have a Material Adverse Effect.

      


      
        	
                25.18

              	
                Acceleration

              


      

      


      On and at
any time after the occurrence of an Event of Default the Facility Agent may, and
shall if so directed by the Majority Lenders, by notice to the
Borrower:

      


      
        	
                 
      

              	
                (a)

              	
                cancel
      the Total Commitments at which time they shall immediately be
      cancelled;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                declare
      that all or part of the Loans, together with accrued interest, and all
      other amounts accrued or outstanding under the Finance Documents be
      immediately due and payable, at which time they shall become immediately
      due and payable;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                declare
      that all or part of the Loans be payable on demand, at which time they
      shall immediately become payable on demand by the Facility Agent on the
      instructions of the Majority Lenders;
and/or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                exercise
      or direct the Security Agent to exercise any or all of its rights,
      remedies, powers or discretions under the Finance
    Documents.

              


      


      
        
           


        

        
          109

          
            

          

        

        
           


        

      


      SECTION 9

      CHANGES
TO PARTIES

      


      
        	
                26.

              	
                CHANGES
      TO THE LENDERS

              


      

      


      
        	
                26.1

              	
                Assignments
      and transfers by the Lenders

              


      

      


      Subject
to this Clause 26 and to Clause 27 (Restriction on Debt Purchase
Transactions), a Lender (the “Existing Lender”)
may:

      


      
        	
                 
      

              	
                (a)

              	
                assign
      any of its rights; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                transfer
      by novation any of its rights and
obligations,

              


      

      


      under any
Finance Document to another bank or financial institution or to a trust, fund or
other entity which is regularly engaged in or established for the purpose of
making, purchasing or investing in loans, securities or other financial assets
(the “New
Lender”).

      


      
        	
                26.2

              	
                Conditions
      of assignment or transfer

              


      

      


      
        	
                 
      

              	
                (a)

              	
                An
      assignment will only be effective
on:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                receipt
      by the Facility Agent (whether in the Assignment Agreement or otherwise)
      of written confirmation from the New Lender (in form and substance
      satisfactory to the Facility Agent) that the New Lender will assume the
      same obligations to the other Finance Parties and the other Secured
      Parties as it would have been under if it was an Original Lender;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      performance by the Facility Agent of all necessary “know your customer” or
      other similar checks under all applicable laws and regulations in relation
      to such assignment to a New Lender, the completion of which the Facility
      Agent shall promptly notify to the Existing Lender and the New
      Lender.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      transfer will only be effective if the procedure set out in
      Clause 26.5 (Procedure for transfer)
      is complied with.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                a
      Lender assigns or transfers any of its rights or obligations under the
      Finance Documents or changes its Facility Office;
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                as
      a result of circumstances existing at the date the assignment, transfer or
      change occurs, an Obligor would be obliged to make a payment to the New
      Lender or Lender acting through its new Facility Office under
      Clause 16 (Increased
      Costs),

              


      

      


      then the
New Lender or Lender acting through its new Facility Office is only entitled to
receive payment under that Clause to the same extent as the Existing Lender or
Lender acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.  This
paragraph (c) shall not apply in respect of an assignment or transfer made
in the ordinary course of the primary syndication of the
Facility.


      
        
           


        

        
          110

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                Each
      New Lender, by executing the relevant Transfer Certificate or Assignment
      Agreement, confirms, for the avoidance of doubt, that the Facility Agent
      has authority to execute on its behalf any amendment or waiver that has
      been approved by or on behalf of the requisite Lender or Lenders in
      accordance with this Agreement on or prior to the date on which the
      transfer or assignment becomes effective in accordance with this Agreement
      and that it is bound by that decision to the same extent as the Existing
      Lender would have been had it remained a
Lender.

              


      

      


      
        	
                26.3

              	
                Assignment
      or transfer fee

              


      

      


      Unless
the Facility Agent otherwise agrees and excluding an assignment or transfer
(i) to an Affiliate of a Lender, (ii) made in connection with primary
syndication of the Facility, or (iii) made under Clause 7.3(c)(i), the New
Lender shall, on the date upon which an assignment or transfer takes effect, pay
to the Facility Agent (for its own account) a fee of EUR 2,000 (or its
equivalent in CZK calculated by the Facility Agent using such exchange rate as
determined reasonably by the Facility Agent).

      


      
        	
                26.4

              	
                Limitation
      of responsibility of Existing
Lenders

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Unless
      expressly agreed to the contrary, an Existing Lender makes no
      representation or warranty and assumes no responsibility to a New Lender
      for:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      legality, validity, effectiveness, adequacy or enforceability of the
      Finance Documents, the Transaction Security or any other
      documents;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      financial condition of any Obligor;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      performance and observance by any Obligor or any other member of the
      Parent Group of its obligations under the Finance Documents or any other
      documents; or

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                the
      accuracy of any statements (whether written or oral) made in or in
      connection with any Finance Document or any other
  document,

              


      

      


      and any
representations or warranties implied by law are excluded.

      


      
        	
                 
      

              	
                (b)

              	
                Each
      New Lender confirms to the Existing Lender, the other Finance Parties and
      the Secured Parties that it:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                has
      made (and shall continue to make) its own independent investigation and
      assessment of the financial condition and affairs of each Obligor and its
      related entities in connection with its participation in this Agreement
      and has not relied exclusively on any information provided to it by the
      Existing Lender or any other Finance Party in connection with any Finance
      Document or the Transaction Security;
and

              


      


      
        
           


        

        
          111

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                will
      continue to make its own independent appraisal of the creditworthiness of
      each Obligor and its related entities whilst any amount is or may be
      outstanding under the Finance Documents or any Commitment is in
      force.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Nothing
      in any Finance Document obliges an Existing Lender
  to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                accept
      a re-transfer or re-assignment from a New Lender of any of the rights and
      obligations assigned or transferred under this Clause 26;
      or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                support
      any losses directly or indirectly incurred by the New Lender by reason of
      the non-performance by any Obligor of its obligations under the Finance
      Documents or otherwise.

              


      

      


      
        	
                26.5

              	
                Procedure
      for transfer

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to the conditions set out in Clause 26.2 (Conditions of assignment or
      transfer) a transfer is effected in accordance with
      paragraph (c) below when the Facility Agent executes an otherwise
      duly completed Transfer Certificate delivered to it by the Existing Lender
      and the New Lender.  The Facility Agent shall, subject to
      paragraph (b) below, as soon as reasonably practicable after receipt
      by it of a duly completed Transfer Certificate appearing on its face to
      comply with the terms of this Agreement and delivered in accordance with
      the terms of this Agreement, execute that Transfer
      Certificate.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent shall only be obliged to execute a Transfer Certificate
      delivered to it by the Existing Lender and the New Lender once it is
      satisfied it has complied with all necessary “know your customer” or
      similar checks under all applicable laws and regulations in relation to
      the transfer to such New Lender.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Subject
      to Clause 26.11 (Pro rata interest
      settlement), on the Transfer
Date:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      the extent that in the Transfer Certificate the Existing Lender seeks to
      transfer by novation its rights and obligations under the Finance
      Documents and in respect of the Transaction Security each of the Obligors
      and the Existing Lender shall be released from further obligations towards
      one another under the Finance Documents and in respect of the Transaction
      Security and their respective rights against one another under the Finance
      Documents and in respect of the Transaction Security shall be cancelled
      (being the “Discharged
      Rights and Obligations”);

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                each
      of the Obligors and the New Lender shall assume obligations towards one
      another and/or acquire rights against one another which differ from the
      Discharged Rights and Obligations only insofar as that Obligor and the New
      Lender have assumed and/or acquired the same in place of that Obligor and
      the Existing Lender;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      Facility Agent, the Arranger, the Security Agent, the New Lender and the
      other Lenders shall acquire the same rights and assume the same
      obligations between themselves and in respect of the Transaction Security
      as they would have acquired and assumed had the New Lender been an
      Original Lender with the rights, and/or obligations acquired or assumed by
      it as a result of the transfer and to that extent the Facility Agent, the
      Arranger, the Security Agent and the Existing Lender shall each be
      released from further obligations to each other under the Finance
      Documents; and

              


      


      
        
           


        

        
          112

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iv)

              	
                the
      New Lender shall become a Party as a
“Lender”.

              


      

      


      
        	
                26.6

              	
                Procedure
      for assignment

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to the conditions set out in Clause 26.2 (Conditions of assignment or
      transfer) an assignment may be effected in accordance with
      paragraph (c) below when the Facility Agent executes an otherwise
      duly completed Assignment Agreement delivered to it by the Existing Lender
      and the New Lender.  The Facility Agent shall, subject to
      paragraph (b) below, as soon as reasonably practicable after receipt
      by it of a duly completed Assignment Agreement appearing on its face to
      comply with the terms of this Agreement and delivered in accordance with
      the terms of this Agreement, execute that Assignment
      Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent shall only be obliged to execute an Assignment Agreement
      delivered to it by the Existing Lender and the New Lender once it is
      satisfied it has complied with all necessary “know your customer” or
      similar checks under all applicable laws and regulations in relation to
      the assignment to such New Lender.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Subject
      to Clause 26.11 (Pro rata interest
      settlement), on the Transfer
Date:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Existing Lender will assign absolutely to the New Lender its rights under
      the Finance Documents and in respect of the Transaction Security expressed
      to be the subject of the assignment in the Assignment
      Agreement;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Existing Lender will be released from the obligations (the “Relevant Obligations”)
      expressed to be the subject of the release in the Assignment Agreement
      (and any corresponding obligations by which it is bound in respect of the
      Transaction Security); and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      New Lender shall become a Party as a “Lender” and will be bound by
      obligations equivalent to the Relevant
  Obligations.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Lenders
      may utilise procedures other than those set out in this Clause 26.6
      to assign their rights under the Finance Documents (but not, without the
      consent of the relevant Obligor or unless in accordance with
      Clause 26.5 (Procedure for
      transfer), to obtain a release by that Obligor from the obligations
      owed to that Obligor by the Lenders nor the assumption of equivalent
      obligations by a New Lender) provided that they
      comply with the conditions set out in Clause 26.2 (Conditions of assignment or
      transfer).

              


      


      
        
           


        

        
          113

          
            

          

        

        
           


        

      


      
        	
                26.7

              	
                Copy
      of Transfer Certificate or Assignment
Agreement

              


      

      


      The
Facility Agent shall, as soon as reasonably practicable after it has executed a
Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of
that Transfer Certificate or Assignment Agreement.

      


      
        	
                26.8

              	
                Additional
      Lenders

              


      

      


      
        	
                 
      

              	
                (a)

              	
                A
      bank or financial institution may become an Additional Lender, with the
      prior consent of the Facility Agent and the Borrower, at any time prior to
      the day falling three (3) Business Days before the last day of
      Availability Period, by executing and delivering to the Facility Agent a
      duly completed Accession Deed.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                For
      the avoidance of doubt, following the accession of an Additional
      Lender:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Commitment of that Additional Lender shall be the amount in CZK set forth
      in the Accession Deed (and the amount of any other Commitment transferred
      to it under this Agreement) in each case to the extent not cancelled,
      reduced or transferred by it under this Agreement;
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Total Commitments shall be increased by the amount corresponding to the
      Commitment of that Additional
Lender.

              


      

      


      
        	
                26.9

              	
                Accession
      of Hedge Counterparties

              


      

      


      A Hedge
Counterparty may (in accordance with the terms of the relevant Hedging Agreement
and subject to any consent required under that Hedging Agreement) transfer any
of its rights and benefits or obligations in respect of the Hedging Agreements
to which it is a party if any transferee has (if not already party to this
Agreement as a Hedge Counterparty) acceded to this Agreement as a Hedge
Counterparty.

      


      
        	
                26.10

              	
                Security
      over Lenders’ rights

              


      

      


      In
addition to the other rights provided to Lenders under this Clause 26, each
Lender may without consulting with or obtaining consent from any Obligor, at any
time charge, assign or otherwise create Security in or over (whether by way of
collateral or otherwise) all or any of its rights under any Finance Document to
secure obligations of that Lender including, without limitation:

      


      
        	
                 
      

              	
                (a)

              	
                any
      charge, assignment or other Security to secure obligations to a federal
      reserve or central bank; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      the case of any Lender which is a fund, any charge, assignment or other
      Security granted to any holders (or trustee or representatives of holders)
      of obligations owed, or securities issued, by that Lender as security for
      those obligations or
securities,

              


      


      
        
           


        

        
          114

          
            

          

        

        
           


        

      


      except
that no such charge, assignment or Security shall:

      


      
        	
                 
      

              	
                (i)

              	
                release
      a Lender from any of its obligations under the Finance Documents or
      substitute the beneficiary of the relevant charge, assignment or other
      Security for the Lender as a party to any of the Finance Documents;
      or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                require
      any payments to be made by an Obligor or grant to any person any more
      extensive rights than those required to be made or granted to the relevant
      Lender under the Finance Documents.

              


      

      


      
        	
                26.11

              	
                Pro
      rata interest settlement

              


      

      


      If the
Facility Agent has notified the Lenders that it is able to distribute interest
payments on a “pro rata basis” to Existing Lenders and New Lenders then (in
respect of any transfer pursuant to Clause 26.5 (Procedure for transfer) or
any assignment pursuant to Clause 26.6 (Procedure for assignment) the
Transfer Date of which, in each case, is after the date of such notification and
is not on the last day of an Interest Period):

      


      
        	
                 
      

              	
                (a)

              	
                any
      interest or fees in respect of the relevant participation which are
      expressed to accrue by reference to the lapse of time shall continue to
      accrue in favour of the Existing Lender up to but excluding the Transfer
      Date (“Accrued
      Amounts”) and shall become due and payable to the Existing Lender
      (without further interest accruing on them) on the last day of the current
      Interest Period (or, if the Interest Period is longer than six Months, on
      the next of the dates which falls at six Monthly intervals after the first
      day of that Interest Period); and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      rights assigned or transferred by the Existing Lender will not include the
      right to the Accrued Amounts so that, for the avoidance of
      doubt:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                when
      the Accrued Amounts become payable, those Accrued Amounts will be payable
      for the account of the Existing Lender;
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      amount payable to the New Lender on that date will be the amount which
      would, but for the application of this Clause 26.11, have been
      payable to it on that date, but after deduction of the Accrued
      Amounts.

              


      

      


      
        	
                27.

              	
                RESTRICTION
      ON DEBT PURCHASE TRANSACTIONS

              


      

      


      
        	
                27.1

              	
                Prohibition
      on Debt Purchase Transactions by the Parent
  Group

              


      

      


      The
Parent shall not, and shall procure that each other member of the Parent Group
shall not, enter into any Debt Purchase Transaction or beneficially own all or
any part of the share capital of a company that is a Lender or a party to a Debt
Purchase Transaction of the type referred to in paragraphs (b) or (c) of
the definition of Debt Purchase Transaction.


      
        
           


        

        
          115

          
            

          

        

        
           


        

      


      
        	
                28.

              	
                CHANGES
      TO THE OBLIGORS

              


      

      


      
        	
                28.1

              	
                Assignment
      and transfers by Obligors

              


      

      


      No
Obligor may assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.

      


      
        	
                28.2

              	
                Additional
      Guarantors

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to compliance with the provisions of paragraphs (c) and (d) of
      Clause 22.8 (“Know
      your customer” checks), the Parent may request that any of its
      wholly-owned Subsidiaries become a
Guarantor.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      member of the Parent Group shall become an Additional Guarantor
      if:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Parent and the proposed Additional Guarantor deliver to the Facility Agent
      a duly completed and executed Accession Deed;
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Facility Agent has received all of the documents and other evidence listed
      in Part II of Schedule 2 (Conditions Precedent)
      in relation to that Additional Guarantor, each in form and substance
      satisfactory to the Facility Agent.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Facility Agent shall notify the Parent and the Lenders promptly upon being
      satisfied that it has received (in form and substance satisfactory to it)
      all the documents and other evidence listed in Part II of Schedule 2
      (Conditions
      precedent).

              


      

      


      
        	
                28.3

              	
                Repetition
      of Representations

              


      

      


      Delivery
of an Accession Deed constitutes confirmation by the relevant Subsidiary that
the Repeating Representations are true and correct in relation to it as at the
date of delivery as if made by reference to the facts and circumstances then
existing.

      


      SECTION 10

      THE
FINANCE PARTIES

      


      
        	
                29.

              	
                ROLE
      OF THE FACILITY AGENT, THE SECURITY AGENT, THE ARRANGER AND
      OTHERS

              


      

      


      
        	
                29.1

              	
                Appointment
      of the Facility Agent and the Security
Agent

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      of the Arranger, the Lenders and the Security Agent appoints the Facility
      Agent to act as its agent under and in connection with the Finance
      Documents.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      of the Arranger, the Lenders and the Security Agent authorises the
      Facility Agent to exercise the rights, powers, authorities and discretions
      specifically given to the Facility Agent under or in connection with the
      Finance Documents together with any other incidental rights, powers,
      authorities and discretions.

              


      


      
        
           


        

        
          116

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Each
      of the Secured Parties appoints the Security Agent to act as its agent
      under and in connection with the Finance
  Documents.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Each
      of the Secured Parties authorises the Security Agent to exercise the
      rights, powers, authorities and discretions specifically given to the
      Security Agent under or in connection with the Finance Documents together
      with any other incidental rights, powers, authorities and
      discretions.

              


      

      


      
        	
                29.2

              	
                Duties
      of the Facility Agent and the Security
Agent

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to paragraph (b) below, the Facility Agent and the Security Agent
      shall promptly forward to a Party the original or a copy of any document
      which is delivered to the Facility Agent or, as applicable, the Security
      Agent for that Party by any other
Party.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Without
      prejudice to Clause 26.7 (Copy of Transfer Certificate
      or Assignment Agreement), paragraph (a) above shall not apply
      to any Transfer Certificate or any Assignment
  Agreement.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Except
      where a Finance Document specifically provides otherwise, neither the
      Facility Agent, nor the Security Agent is obliged to review or check the
      adequacy, accuracy or completeness of any document it forwards to another
      Party.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                If
      the Facility Agent receives notice from a Party referring to this
      Agreement, describing a Default and stating that the circumstance
      described is a Default, it shall promptly notify the other Finance
      Parties.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                If
      the Facility Agent is aware of the non-payment of any principal, interest,
      commitment fee or other fee payable to a Finance Party (other than the
      Facility Agent, the Arranger or the Security Agent) under this Agreement
      it shall promptly notify the other Finance
  Parties.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                The
      duties of the Facility Agent and the Security Agent under the Finance
      Documents are solely mechanical and administrative in
    nature.

              


      

      


      
        	
                29.3

              	
                Role
      of the Arranger

              


      

      


      Except as
specifically provided in the Finance Documents, the Arranger has no obligations
of any kind to any other Party under or in connection with any Finance
Document.

      


      
        	
                29.4

              	
                No
      fiduciary duties

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Nothing
      in this Agreement constitutes the Facility Agent or the Arranger as a
      trustee or fiduciary of any other
person.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                None
      of the Facility Agent, the Security Agent or the Arranger shall be bound
      to account to any Lender for any sum or the profit element of any sum
      received by it for its own
account.

              


      


      
        
           


        

        
          117

          
            

          

        

        
           


        

      


      
        	
                29.5

              	
                Business
      with the Parent Group

              


      

      


      The
Facility Agent, the Security Agent and the Arranger may accept deposits from,
lend money to and generally engage in any kind of banking or other business with
any member of the Parent Group.

      


      
        	
                29.6

              	
                Rights
      and discretions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Facility Agent and the Security Agent may rely
  on:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      representation, notice or document believed by it to be genuine, correct
      and appropriately authorised; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      statement made by a director, authorised signatory or employee of any
      person regarding any matters which may reasonably be assumed to be within
      his knowledge or within his power to
verify.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent and the Security Agent may assume (unless it has received
      notice to the contrary in its capacity as agent for the Lenders)
      that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                no
      Default has occurred (unless it has actual knowledge of a Default arising
      under Clause 25.1 (Non-payment));

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      right, power, authority or discretion vested in any Party or the Majority
      Lenders has not been exercised; and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                any
      notice or request made by the Borrower (other than a Utilisation Request
      or an Extension Request) is made on behalf of and with the consent and
      knowledge of all the Obligors.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      of the Facility Agent and the Security Agent may engage, pay for and rely
      on the advice or services of any lawyers, accountants, surveyors or other
      experts.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Each
      of the Facility Agent and the Security Agent may act in relation to the
      Finance Documents through its respective personnel and
    agents.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Each
      of the Facility Agent and the Security Agent may disclose to any other
      Party any information it reasonably believes it has received as the
      Facility Agent and/or the Security Agent (as applicable) under this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Without
      prejudice to the generality of paragraph (e) above, the Facility
      Agent may disclose the identity of a Defaulting Lender to the other
      Finance Parties and the Borrower and shall disclose the same upon the
      written request of the Parent or the Majority
  Lenders.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Notwithstanding
      any other provision of any Finance Document to the contrary, none of the
      Facility Agent, the Security Agent or the Arranger is obliged to do or
      omit to do anything if it would or might in its reasonable opinion
      constitute a breach of any law or regulation or a breach of a fiduciary
      duty or duty of
confidentiality.

              


      


      
        
           


        

        
          118

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (h)

              	
                The
      Facility Agent is not obliged to disclose to any Finance Party any details
      of the rate notified to the Facility Agent by any Lender or Alternative
      Reference Bank or the identity of any such Lender or Alternative Reference
      Bank for the purpose of paragraph (a)(ii) of Clause 13.2 (Market
      Disruption).

              


      

      


      
        	
                29.7

              	
                Majority
      Lenders’ instructions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Unless
      a contrary indication appears in a Finance Document, each of the Facility
      Agent and the Security Agent shall (i) exercise any right, power,
      authority or discretion vested in it as Facility Agent and/or Security
      Agent (as applicable) in accordance with any instructions given to it by
      the Majority Lenders (or, if so instructed by the Majority Lenders,
      refrain from exercising any right, power, authority or discretion vested
      in it as Facility Agent and/or Security Agent (as applicable)) and
      (ii) not be liable for any act (or omission) if it acts (or refrains
      from taking any action) in accordance with an instruction of the Majority
      Lenders.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Unless
      a contrary indication appears in a Finance Document, any instructions
      given by the Majority Lenders will be binding on all the Finance
      Parties.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      of the Facility Agent and the Security Agent may refrain from acting in
      accordance with the instructions of the Majority Lenders (or, if
      appropriate, the Lenders) until it has received such security as it may
      require for any cost, loss or liability (together with any associated VAT)
      which it may incur in complying with the
  instructions.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                In
      the absence of instructions from the Majority Lenders, (or, if
      appropriate, the Lenders) each of the Facility Agent and the Security
      Agent, may act (or refrain from taking action) as it considers to be in
      the best interest of the Lenders.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Neither
      the Facility Agent, nor the Security Agent is authorised to act on behalf
      of a Lender (without first obtaining that Lender’s consent) in any legal
      or arbitration proceedings relating to any Finance
      Document.  This paragraph (e) shall not apply to any legal
      or arbitration proceeding relating to the perfection, preservation or
      protection of rights under the Transaction Security Documents or
      enforcement of the Transaction Security or Transaction Security
      Documents.

              


      

      


      
        	
                29.8

              	
                Responsibility
      for documentation

              


      

      


      Neither
the Facility Agent, the Security Agent nor the Arranger:

      


      
        	
                 
      

              	
                (a)

              	
                is
      responsible for the adequacy, accuracy and/or completeness of any
      information (whether oral or written) supplied by the Facility Agent, the
      Arranger, the Security Agent, an Obligor or any other person given in or
      in connection with any Finance Document or the Information Package or the
      transactions contemplated in the Finance
  Documents;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                is
      responsible for the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document or the Transaction Security or any
      other agreement, arrangement or document entered into, made or executed in
      anticipation of or in connection with any Finance Document or the
      Transaction Security; or

              


      


      
        
           


        

        
          119

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                is
      responsible for any determination as to whether any information provided
      or to be provided to any Finance Party is non-public information the use
      of which may be regulated or prohibited by applicable law or regulation
      relating to insider dealing or
otherwise.

              


      

      


      
        	
                29.9

              	
                Exclusion
      of liability

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Without
      limiting paragraph (b) below (and without prejudice to the provisions
      of paragraph (e) of Clause 32.11 (Disruption to Payment Systems
      etc.)), neither the Facility Agent, nor the Security
      Agent  will be liable (including, without limitation, for
      negligence or any other category of liability whatsoever) for any action
      taken by it under or in connection with any Finance Document or the
      Transaction Security, unless directly caused by its gross negligence or
      wilful misconduct.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      Party (other than the Facility Agent or (in relation to officers,
      employees or agents of the Security Agent or any Receiver or Delegate) the
      Security Agent) may take any proceedings against any officer, employee or
      agent of the Facility Agent or the Security Agent (as applicable) or any
      Receiver or Delegate, in respect of any claim it might have against the
      Facility Agent or the Security Agent or in respect of any act or omission
      of any kind by that officer, employee or agent, Receiver or Delegate in
      relation to any Finance Document or any Transaction Document and any
      officer, employee or agent of the Facility Agent and the Security Agent
      and any Receiver and Delegate may rely on this Clause subject to
      Clause 1.6 (Third
      party rights) and the provisions of the Third Parties
      Act.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Neither
      the Facility Agent nor the Security Agent will be liable for any delay (or
      any related consequences) in crediting an account with an amount required
      under the Finance Documents to be paid by it if it has taken all necessary
      steps as soon as reasonably practicable to comply with the regulations or
      operating procedures of any recognised clearing or settlement system used
      by it for that purpose.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Nothing
      in this Agreement shall oblige the Facility Agent, the Security Agent or
      the Arranger to carry out any “know your customer” or other checks in
      relation to any person on behalf of any Lender and each Lender confirms to
      the Facility Agent, the Security Agent and the Arranger that it is solely
      responsible for any such checks it is required to carry out and that it
      may not rely on any statement in relation to such checks made by the
      Facility Agent, the Security Agent or the
  Arranger.

              


      

      


      
        	
                29.10

              	
                Lenders’
      indemnity to the Facility Agent and the Security
  Agent

              


      

      


      Each
Lender shall (in proportion to its share of the Total Commitments or, if the
Total Commitments are then zero, to its share of the Total Commitments
immediately prior to their reduction to zero) indemnify each of the Facility
Agent and the Security Agent, within three Business Days of demand, against any
cost, loss or liability (including, without limitation, for negligence or any
other category of liability whatsoever) incurred by the Facility Agent and/or
the Security Agent, as the case may be (otherwise than by reason of the its
gross negligence or wilful misconduct) (or, in the case of any cost, loss or
liability pursuant to Clause 32.11 (Disruption to Payment Systems
etc.) notwithstanding the Facility Agent’s negligence, gross negligence
or any other category of liability whatsoever but not including any claim based
on the fraud of the Facility Agent  in acting as Facility Agent and/or
Security Agent under the Finance Documents (unless the Facility Agent and/or
Security Agent has been reimbursed by an Obligor pursuant to a Finance
Document).


      
        
           


        

        
          120

          
            

          

        

        
           


        

      


      
        	
                29.11

              	
                Resignation
      of the Facility Agent and/or the Security
Agent

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Facility Agent and/or the Security Agent may resign and appoint one of its
      Affiliates acting through an office in the Czech Republic as successor
      Facility Agent and/or Security Agent, as the case may be, by giving notice
      to the other Finance Parties and the
Borrower.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Alternatively
      the Facility Agent and/or the Security Agent may resign by giving
      30 days notice to the other Finance Parties and the Borrower, in
      which case the Majority Lenders (after consultation with the Borrower) may
      appoint a successor Facility Agent and/or Security Agent (as
      applicable).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      the Majority Lenders have not appointed a successor Facility Agent and/or
      Security Agent (as applicable) in accordance with paragraph (a) above
      within 20 days after notice of resignation was given, the retiring
      Facility Agent and/or the Security Agent may (after consultation with the
      Borrower) appoint a successor Facility Agent and/or Security Agent (as
      applicable) (acting through an office in the Czech
    Republic).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                If
      the Facility Agent and/or the Security Agent wishes to resign because
      (acting reasonably) it has concluded that it is no longer appropriate for
      it to remain as agent and the Facility Agent and/or the Security Agent is
      entitled to appoint a successor Facility Agent and/or Security Agent under
      paragraph (c) above, the Facility Agent and/or the Security Agent may
      (if it concludes (acting reasonably) that it is necessary to do so in
      order to persuade the proposed successor agent to become a party to this
      Agreement as Facility Agent and/or the Security Agent) agree with the
      proposed successor agent amendments to this Clause 29 and any other
      term of this Agreement dealing with the rights or obligations of the
      Facility Agent and/or the Security Agent consistent with then current
      market practice for the appointment and protection of agents together with
      any reasonable amendments to the agency fee payable under this Agreement
      which are consistent with the successor agent’s normal fee rates and those
      amendments will bind the Parties.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      retiring Facility Agent and/or Security Agent (as applicable) shall, at
      its own cost, make available to its successor agent such documents and
      records and provide such assistance as such successor agent may reasonably
      request for the purposes of performing its functions as Facility Agent
      and/or Security Agent (as applicable) under the Finance
      Documents.

              


      


      
        
           


        

        
          121

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (f)

              	
                The
      resignation notice of the Facility Agent and/or the Security Agent (as
      applicable) shall only take effect upon the appointment of a successor
      Facility Agent and/or Security Agent, as the case may
  be.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Upon
      the appointment of a successor, the retiring Facility Agent and/or
      Security Agent shall be discharged from any further obligation in respect
      of the Finance Documents but shall remain entitled to the benefit of this
      Clause 29.  Any successor and each of the other Parties
      shall have the same rights and obligations amongst themselves as they
      would have had if such successor had been an original
    Party.

              


      

      


      
        	
                29.12

              	
                Replacement
      of the Facility Agent and/or the Security
Agent

              


      

      


      
        	
                 
      

              	
                (a)

              	
                After
      consultation with the Borrower, the Majority Lenders may, by giving
      30 days’ notice to the Facility Agent (or, at any time the Facility
      Agent is an Impaired Agent, by giving any shorter notice determined by the
      Majority Lenders) and/or the Security Agent (as applicable) replace the
      Facility Agent and/or the Security Agent (as applicable) by appointing a
      successor agent (acting through an office in the Czech
      Republic).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      retiring Facility Agent and/or the Security Agent (as applicable) shall
      (at its own cost if it is an Impaired Agent and otherwise at the expense
      of the Lenders) make available to the successor Facility Agent and/or the
      Security Agent (as applicable) such documents and records and provide such
      assistance as such successor agent may reasonably request for the purposes
      of performing its functions as Facility Agent or Security Agent (as
      applicable) under the Finance
Documents.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      appointment of the successor Facility Agent and/or the Security Agent (as
      applicable) shall take effect on the date specified in the notice from the
      Majority Lenders to the retiring Facility Agent and/or the Security Agent
      (as applicable).  As from this date, the retiring Facility Agent
      and/or the Security Agent (as applicable) shall be discharged from any
      further obligation in respect of the Finance Documents but shall remain
      entitled to the benefit of this Clause 29 (and any agency fees for
      the account of the retiring Facility Agent and/or the Security Agent (as
      applicable) shall cease to accrue from (and shall be payable on) that
      date).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Any
      successor Facility Agent and/or Security Agent (as applicable) and each of
      the other Parties shall have the same rights and obligations amongst
      themselves as they would have had if such successor had been an original
      Party.

              


      

      


      
        	
                29.13

              	
                Confidentiality

              


      

      


      
        	
                 
      

              	
                (a)

              	
                In
      acting as agent for the Finance Parties, each of the Facility Agent and
      the Security Agent shall be regarded as acting through its agency division
      which shall be treated as a separate entity from any other of its
      divisions or departments.

              


      


      
        
           


        

        
          122

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                If
      information is received by another division or department of the Facility
      Agent and/or Security Agent (as applicable), it may be treated as
      confidential to that division or department and the Facility Agent and/or
      Security Agent (as applicable) shall not be deemed to have notice of
      it.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Notwithstanding
      any other provision of any Finance Document to the contrary, neither the
      Facility Agent, the Security Agent, nor the Arranger is obliged to
      disclose to any other person (i) any confidential information or
      (ii) any other information if the disclosure would or might in its
      reasonable opinion constitute a breach of any law or a breach of a
      fiduciary duty.

              


      

      


      
        	
                29.14

              	
                Relationship
      with the Lenders

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to Clause 26.11 (Pro rata interest
      settlement), each of the Facility Agent and the Security Agent may
      treat the person shown in its records as Lender at the opening of business
      (in the place of the principal office of the Facility Agent and/or
      the Security Agent as notified to the Finance Parties from time to
      time) as the Lender acting through its Facility
  Office:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                entitled
      to or liable for any payment due under any Finance Document on that day;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                entitled
      to receive and act upon any notice, request, document or communication or
      make any decision or determination under any Finance Document made or
      delivered on that day,

              


      

      


      unless it
has received not less than five Business Days’ prior notice from that Lender to
the contrary in accordance with the terms of this Agreement.

      


      
        	
                 
      

              	
                (b)

              	
                Each
      Lender shall supply the Facility Agent with any information required by
      the Facility Agent in order to calculate the Mandatory Cost in accordance
      with Schedule 4 (Mandatory Cost
      formula).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      Lender shall supply the Facility Agent with any information that the
      Security Agent may reasonably specify (through the Facility Agent) as
      being necessary or desirable to enable the Security Agent to perform its
      functions as Security Agent.  Each Lender shall deal with the
      Security Agent exclusively through the Facility Agent and shall not deal
      directly with the Security Agent.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Any
      Lender may by notice to the Facility Agent and/or the Security Agent
      appoint a person to receive on its behalf all notices, communications,
      information and documents to be made or despatched to that Lender under
      the Finance Documents.  Such notice shall contain the address,
      fax number and (where communication by electronic mail or other electronic
      means is permitted under Clause 34.6 (Electronic
      communication)) electronic mail address and/or any other
      information required to enable the sending and receipt of information by
      that means (and, in each case, the department or officer, if any, for
      whose attention communication is to be made) and be treated as a
      notification of a substitute address, fax number, electronic mail address,
      department and officer by that Lender for the purposes of Clause 34.2
      (Addresses) and
      paragraph (a)(iii) of Clause 34.6 (Electronic
      communication) and the Facility Agent and/or Security Agent shall
      be entitled to treat such person as the person entitled to receive all
      such notices, communications, information and documents as though that
      person were that Lender.

              


      


      
        
           


        

        
          123

          
            

          

        

        
           


        

      


      
        	
                29.15

              	
                Credit
      appraisal by the Lenders

              


      

      


      Without
affecting the responsibility of any Obligor for information supplied by it or on
its behalf in connection with any Finance Document, each Lender confirms to the
Facility Agent, the Security Agent and the Arranger that it has been, and will
continue to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance
Document including but not limited to:

      


      
        	
                 
      

              	
                (a)

              	
                the
      financial condition, status and nature of each member of the Parent
      Group;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      legality, validity, effectiveness, adequacy or enforceability of any
      Finance Document and the Transaction Security and any other agreement,
      arrangement or document entered into, made or executed in anticipation of,
      under or in connection with any Finance Document or the Transaction
      Security;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                whether
      that Secured Party has recourse, and the nature and extent of that
      recourse, against any Party or any of its respective assets under or in
      connection with any Finance Document, the Transaction Security, the
      transactions contemplated by the Finance Documents or any other agreement,
      arrangement or document entered into, made or executed in anticipation of,
      under or in connection with any Finance
  Document;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                the
      adequacy, accuracy and/or completeness of the Information Package, the
      Valuation Report and any other information provided by the Facility Agent,
      the Security Agent, any Party or by any other person under or in
      connection with any Finance Document, the transactions contemplated by the
      Finance Documents or any other agreement, arrangement or document entered
      into, made or executed in anticipation of, under or in connection with any
      Finance Document; and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                the
      right or title of any person in or to, or the value or sufficiency of any
      part of the Charged Property, the priority of any of the Transaction
      Security or the existence of any Security affecting the Charged
      Property.

              


      

      


      
        	
                29.16

              	
                Reference
      Banks and Alternative Reference
Banks

              


      

      


      If a
Reference Bank or Alternative Reference Bank (or, if a Reference Bank or
Alternative Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Facility Agent shall (in consultation with
the Parent) appoint another Lender or an Affiliate of a Lender to replace that
Reference Bank or Alternative Reference Bank.

      


      
        	
                29.17

              	
                Deduction
      from amounts payable by the Facility Agent and/or the Security
      Agent

              


      

      


      If any
Party owes an amount to the Facility Agent and/or the Security Agent (as
applicable) under the Finance Documents the Facility Agent and/or the Security
Agent (as applicable) may, after giving notice to that Party, deduct an amount
not exceeding that amount from any payment to that Party which the Facility
Agent and/or the Security Agent (as applicable) would otherwise be obliged to
make under the Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed.  For the purposes of the Finance
Documents that Party shall be regarded as having received any amount so
deducted.


      
        
           


        

        
          124

          
            

          

        

        
           


        

      


      
        	
                29.18

              	
                The
      Security Agent

              


      

      


      In
addition and without prejudice to, the provisions of this Clause 29 (Role of the Facility Agent, the
Security Agent, the Arranger and the others), the provisions set out in
Schedule 13 (Supplementary
Security Agent Provisions) shall apply in respect of the Security
Agent.

      


      
        	
                29.19

              	
                Declaration
      of Trust

              


      

      


      To the
extent the Transaction Security is not transferred, charged or granted to the
Security Agent on trust, and subject to the provisions of Clause 29.21 (Non-Trust Jurisdictions), the
Security Agent declares itself trustee of the Transaction Security created or
purported to be created pursuant to the Transaction Security Documents to hold
the same on trust for the Secured Parties on the terms and subject to the
conditions set out in this Agreement (including those set out in this Clause 29
(Role of the Facility Agent,
the Security Agent, the Arranger and the others) and Schedule 13 (Supplementary Security Agent
Provisions).  Each of the Parties agrees that the Security
Agent shall have only those duties, obligations and responsibilities expressly
specified in this Agreement (including the provisions set out in Schedule 13
(Supplementary Security Agent
Provisions)) and acknowledge those duties are solely of a mechanical and
administrative nature.

      


      
        	
                29.20

              	
                Provisions
      supplemental to the provisions of the Trustee
  Acts

              


      

      


      The
rights, powers and discretions conferred upon the Security Agent by this
Agreement (including, without limitation, Schedule 13 (Supplementary Security Agent
Provisions)) shall be supplemental to the Trustee Act 1925 and the
Trustee Act 2000 and in addition to any which may be vested in the Security
Agent by general law or otherwise. Section 1 of the Trustee Act 2000 shall not
apply to the duties of the Security Agent in relation to the trusts constituted
by this Agreement.  Where there are any inconsistencies between the
Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement,
the provisions of this Agreement shall, to the extent allowed by law, prevail
and, in the case of any inconsistency with the Trustee Act 2000, the provisions
of this Agreement shall constitute a restriction or exclusion for the purposes
of that Act.

      


      
        	
                29.21

              	
                Non-Trust
      Jurisdictions

              


      

      


      It is
hereby agreed that, in relation to any jurisdiction the courts of which would
not recognise or give effect to the trusts expressed to be created by this
Agreement, the relationship of the Secured Parties to the Security Agent shall
be construed as one of principal and agent but, to the extent permissible under
the laws of such jurisdiction, all the other provisions of this Agreement shall
have full force and effect between the Parties.


      
        
           


        

        
          125

          
            

          

        

        
           


        

      


      
        	
                29.22

              	
                Covenant
      to Pay

              


      

      


      Each
Obligor hereby covenants with the Security Agent as trustee for the Secured
Parties that such Obligor shall on demand of the Security Agent discharge all
obligations which are then due and payable and which such Obligor may at any
time owe to the Security Agent (whether for its own account or as trustee or
agent for the Secured Parties) or any of the other Secured Parties (whether for
their own account or as trustee or agent of the persons who such Secured Parties
represent or for whom they act) under or pursuant to the Finance Documents
including any liability in respect of any further advances made under the
Finance Documents, whether present or future, actual or contingent (and whether
incurred solely or jointly and whether as principal or as surety or in some
other capacity) and each Obligor shall pay to the Security Agent when due and
payable every sum at any time owing, due or incurred by such Obligor to the
Security Agent (whether for its own account or as trustee or agent for the
Secured Parties) or any of the other Secured Parties (whether for their own
account or as trustee or agent of the persons who such Secured Parties represent
or for whom they act) in respect of any such liabilities.

      


      
        	
                29.23

              	
                Parallel
      Debt Obligation

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Obligor hereby agrees and covenants with the Security Agent by way of an
      acknowledgement of debt that it shall pay to the Security Agent sums equal
      to, and in the currency of, the Secured Obligations owing by it under the
      Finance Documents (the “Principal Obligations”)
      as and when the same fall due for payment under the Finance Documents (the
      “Parallel
      Obligations”).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Security Agent shall have its own independent right to demand payment of
      the Parallel Obligations by the Obligors (such demand to be made in
      accordance with, and only in the circumstances permitted under, the
      Finance Documents and only if permitted by this Agreement).  The
      rights of the Finance Parties (other than the Security Agent) or any
      person which a Finance Party represents to receive payment of the
      Principal Obligations are several from the rights of the Security Agent to
      receive payment of the Parallel Obligations provided that the payment by
      an Obligor of its Parallel Obligations to the Security Agent in accordance
      with this Clause 29.23 (Parallel Debt
      Obligation) shall be a good discharge of the corresponding
      Principal Obligations and the payment by an Obligor of its Principal
      Obligations in accordance with the provisions of the Finance Documents
      shall be a good discharge of the corresponding Parallel
      Obligations.  In the event of a good discharge of any Principal
      Obligations of the Security Agent shall not be entitled to demand payment
      of the corresponding Parallel Obligations and such Parallel Obligations
      shall be discharged to the same extent.  In the event of a good
      discharge of any Parallel Obligations the Finance Parties or any person
      which a Finance Party represents shall not be entitled to demand payment
      of the corresponding Principal Obligations and such Principal Obligations
      shall be discharged to the same
extent.

              


      

      


      
        	
                29.24

              	
                No
      Independent power

              


      

      


      The
Secured Parties shall not have any independent power to enforce, or have
recourse to, any of the Transaction Security except through the Security
Agent.


      
        
           


        

        
          126

          
            

          

        

        
           


        

      


      
        	
                29.25

              	
                Reliance
      and engagement letters

              


      

      


      Each
Finance Party and Secured Party confirms that each of the Arranger and the
Facility Agent has authority to accept on its behalf (and ratifies the
acceptance on its behalf of any letters or reports already accepted by the
Arranger, the Security Agent or the Facility Agent) the terms of any reliance
letter or engagement letters relating to the Valuation Report or any reports or
letters provided by accountants in connection with the Finance Documents or the
transactions contemplated in the Finance Documents and to bind it in respect of
the Valuation Report, reports or letters and to sign such letters on its behalf
and further confirms that it accepts the terms and qualifications set out in
such letters.

      


      
        	
                30.

              	
                CONDUCT
      OF BUSINESS BY THE FINANCE PARTIES

              


      

      


      No
provision of this Agreement will:

      


      
        	
                 
      

              	
                (a)

              	
                interfere
      with the right of any Finance Party to arrange its affairs (tax or
      otherwise) in whatever manner it thinks
fit;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                oblige
      any Finance Party to investigate or claim any credit, relief, remission or
      repayment available to it or the extent, order and manner of any claim;
      or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                oblige
      any Finance Party to disclose any information relating to its affairs (tax
      or otherwise) or any computations in respect of
  Tax.

              


      

      


      
        	
                31.

              	
                SHARING
      AMONG THE FINANCE PARTIES

              


      

      


      
        	
                31.1

              	
                Payments
      to Finance Parties

              


      

      


      If a
Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from an Obligor other
than in accordance with Clause 32 (Payment mechanics) (a “Recovered Amount”) and applies
that amount to a payment due under the Finance Documents then:

      


      
        	
                 
      

              	
                (a)

              	
                the
      Recovering Finance Party shall, within three Business Days, notify details
      of the receipt or recovery, to the Facility
  Agent;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Facility Agent shall determine whether the receipt or recovery is in
      excess of the amount the Recovering Finance Party would have been paid had
      the receipt or recovery been received or made by the Facility Agent and
      distributed in accordance with Clause 32 (Payment mechanics),
      without taking account of any Tax which would be imposed on the Facility
      Agent in relation to the receipt, recovery or distribution;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      Recovering Finance Party shall, within three Business Days of demand by
      the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal
      to such receipt or recovery less any amount which the Facility Agent
      determines may be retained by the Recovering Finance Party as its share of
      any payment to be made, in accordance with Clause 32.6 (Partial
      payments).

              


      


      
        
           


        

        
          127

          
            

          

        

        
           


        

      


      
        	
                31.2

              	
                Redistribution
      of payments

              


      

      


      The
Facility Agent shall treat the Sharing Payment as if it had been paid by the
relevant Obligor and distribute it between the Finance Parties (other than the
Recovering Finance Party) (the “Sharing Finance Parties”) in
accordance with Clause 32.6 (Partial payments) towards the
obligations of that Obligor to the Sharing Finance Parties.

      


      
        	
                31.3

              	
                Recovering
      Finance Party’s rights

              


      

      


      On a
distribution by the Facility Agent under Clause 31.2 (Redistribution of payments)
of a payment received by a Recovering Finance Party from an Obligor, as between
the relevant Obligor and the Recovering Finance Party, an amount of the
Recovered Amount equal to the Sharing Payment will be treated as not having been
paid by that Obligor.

      


      
        	
                31.4

              	
                Reversal
      of redistribution

              


      

      


      If any
part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party,
then:

      


      
        	
                 
      

              	
                (a)

              	
                each
      Sharing Finance Party shall, upon request of the Facility Agent, pay to
      the Facility Agent for the account of that Recovering Finance Party an
      amount equal to the appropriate part of its share of the Sharing Payment
      (together with an amount as is necessary to reimburse that Recovering
      Finance Party for its proportion of any interest on the Sharing Payment
      which that Recovering Finance Party is required to pay) (the “Redistributed Amount”);
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                as
      between the relevant Obligor and each relevant Sharing Finance Party, an
      amount equal to the relevant Redistributed Amount will be treated as not
      having been paid by that Obligor.

              


      

      


      
        	
                31.5

              	
                Exceptions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                This
      Clause 31 shall not apply to the extent that the Recovering Finance
      Party would not, after making any payment pursuant to this Clause, have a
      valid and enforceable claim against the relevant
  Obligor.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      Recovering Finance Party is not obliged to share with any other Finance
      Party any amount which the Recovering Finance Party has received or
      recovered as a result of taking legal or arbitration proceedings,
      if:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                it
      notified the other Finance Party of the legal or arbitration proceedings;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      other Finance Party had an opportunity to participate in those legal or
      arbitration proceedings but did not do so as soon as reasonably
      practicable having received notice and did not take separate legal or
      arbitration proceedings.

              


      


      
        
           


        

        
          128

          
            

          

        

        
           


        

      


      SECTION 11

      ADMINISTRATION

      


      
        	
                32.

              	
                PAYMENT
      MECHANICS

              


      

      


      
        	
                32.1

              	
                Payments
      to the Facility Agent

              


      

      


      
        	
                 
      

              	
                (a)

              	
                On
      each date on which an Obligor or a Lender is required to make a payment
      under a Finance Document, that Obligor or Lender shall make the same
      available to the Facility Agent (unless a contrary indication appears in a
      Finance Document) for value on the due date at the time and in such funds
      specified by the Facility Agent as being customary at the time for
      settlement of transactions in the relevant currency in the place of
      payment.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Payment
      shall be made to such account in the principal financial centre of the
      country of that currency (or, in relation to euro, in a principal
      financial centre in a Participating Member State or London) with such bank
      as the Facility Agent specifies.

              


      

      


      
        	
                32.2

              	
                Distributions
      by the Facility Agent

              


      

      


      Each
payment received by the Facility Agent under the Finance Documents for another
Party shall, subject to Clause 32.3 (Distributions to an Obligor)
and Clause 32.4 (Clawback) be made available
by the Facility Agent as soon as practicable after receipt to the Party entitled
to receive payment in accordance with this Agreement (in the case of a Lender,
for the account of its Facility Office), to such account as that Party may
notify to the Facility Agent by not less than five Business Days’ notice with a
bank in the principal financial centre of the country of that currency (or, in
relation to euro, in the principal financial centre of a Participating Member
State or London).

      


      
        	
                32.3

              	
                Distributions
      to an Obligor

              


      

      


      The
Facility Agent may (with the consent of the Obligor or in accordance with
Clause 33 (Set-Off)) apply any amount
received by it for that Obligor in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from that Obligor under the
Finance Documents or in or towards purchase of any amount of any currency to be
so applied.

      


      
        	
                32.4

              	
                Clawback

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Where
      a sum is to be paid to the Facility Agent and/or the Security Agent (as
      applicable) under the Finance Documents for another Party, the Facility
      Agent and/or the Security Agent (as applicable) is not obliged to pay that
      sum to that other Party (or to enter into or perform any related exchange
      contract) until it has been able to establish to its satisfaction that it
      has actually received that sum.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the Facility Agent and/or the Security Agent (as applicable) pays an
      amount to another Party and it proves to be the case that the Facility
      Agent and/or the Security Agent (as applicable) had not actually received
      that amount, then the Party to whom that amount (or the proceeds of any
      related exchange contract) was paid by the Facility Agent and/or the
      Security Agent (as applicable) shall on demand refund the same to the
      Facility Agent and/or the Security Agent (as applicable) together with
      interest on that amount from the date of payment to the date of receipt by
      the Facility Agent and/or the Security Agent (as applicable), calculated
      by the Facility Agent and/or the Security Agent (as applicable) to reflect
      its cost of funds.

              


      


      
        
           


        

        
          129

          
            

          

        

        
           


        

      


      
        	
                32.5

              	
                Impaired
      Agent

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If,
      at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a
      Lender which is required to make a payment under the Finance Documents to
      the Facility Agent in accordance with Clause 32.1 (Payments to the Facility
      Agent) may instead either pay that amount direct to the required
      recipient or pay that amount to an interest-bearing account held with an
      Acceptable Bank within the meaning of paragraph (a) of the definition
      of “Acceptable
      Bank” and in relation to which no Insolvency Event has occurred and
      is continuing, in the name of the Obligor or the Lender making the payment
      and designated as a trust account for the benefit of the Party or Parties
      beneficially entitled to that payment under the Finance
      Documents.  In each case such payments must be made on the due
      date for payment under the Finance
Documents.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                All
      interest accrued on the amount standing to the credit of the trust account
      shall be for the benefit of the beneficiaries of that trust account pro rata to their
      respective entitlements.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      Party which has made a payment in accordance with this Clause 32.4
      shall be discharged of the relevant payment obligation under the Finance
      Documents and shall not take any credit risk with respect to the amounts
      standing to the credit of the trust
account.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Promptly
      upon the appointment of a successor Facility Agent in accordance with
      Clause 29.12 (Replacement of the Facility
      Agent), each Party which has made a payment to a trust account in
      accordance with this Clause 32.4 shall give all requisite
      instructions to the bank with whom the trust account is held to transfer
      the amount (together with any accrued interest) to the successor Facility
      Agent for distribution in accordance with Clause 32.2 (Distributions by the Facility
      Agent).

              


      

      


      
        	
                32.6

              	
                Partial
      payments

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      the Facility Agent receives a payment for application against amounts due
      in respect of any Finance Documents that is insufficient to discharge all
      the amounts then due and payable by an Obligor under those Finance
      Documents, the Facility Agent shall apply that payment towards the
      obligations of that Obligor under those Finance Documents in the following
      order:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                first, in or towards
      payment pro rata
      of any unpaid fees, costs and expenses of the Facility Agent and the
      Security Agent under those Finance
Documents;

              


      


      
        
           


        

        
          130

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                secondly, in or towards
      payment pro rata
      of any accrued interest, fee or commission due but unpaid under those
      Finance Documents;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                thirdly, in or towards
      payment pro rata
      of any principal due but unpaid under those Finance Documents;
      and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                fourthly, in or towards
      payment pro rata
      of any other sum due but unpaid under the Finance
    Documents.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent shall, if so directed by the Majority Lenders, vary the
      order set out in paragraphs (a)(ii) to (iv)
  above.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Paragraphs (a)
      and (b) above will override any appropriation made by an
      Obligor.

              


      

      


      
        	
                32.7

              	
                Set-off
      by Obligors

              


      

      


      All
payments to be made by an Obligor under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.

      


      
        	
                32.8

              	
                Business
      Days

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      payment which is due to be made on a day that is not a Business Day shall
      be made on the next Business Day in the same calendar month (if there is
      one) or the preceding Business Day (if there is
  not).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                During
      any extension of the due date for payment of any principal or Unpaid Sum
      under this Agreement interest is payable on the principal or Unpaid Sum at
      the rate payable on the original due
date.

              


      

      


      
        	
                32.9

              	
                Currency
      of account

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to paragraphs (b) to (e) below, CZK is the currency of account and
      payment for any sum due from an Obligor under any Finance
      Document.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall
      be made in the currency in which that Loan or Unpaid Sum is denominated on
      its due date.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      payment of interest shall be made in the currency in which the sum in
      respect of which the interest is payable was denominated when that
      interest accrued.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Each
      payment in respect of costs, expenses or Taxes shall be made in the
      currency in which the costs, expenses or Taxes are
    incurred.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Any
      amount expressed to be payable in a currency other than CZK shall be paid
      in that other currency.

              


      


      
        
           


        

        
          131

          
            

          

        

        
           


        

      


      
        	
                32.10

              	
                Change
      of currency

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Unless
      otherwise prohibited by law, if more than one currency or currency unit
      are at the same time recognised by the central bank of any country as the
      lawful currency of that country,
then:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      reference in the Finance Documents to, and any obligations arising under
      the Finance Documents in, the currency of that country shall be translated
      into, or paid in, the currency or currency unit of that country designated
      by the Facility Agent (after consultation with the Borrower);
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      translation from one currency or currency unit to another shall be at the
      official rate of exchange recognised by the central bank for the
      conversion of that currency or currency unit into the other, rounded up or
      down by the Facility Agent (acting
reasonably).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      a change in any currency of a country occurs, this Agreement will, to the
      extent the Facility Agent (acting reasonably and after consultation with
      the Borrower) specifies to be necessary, be amended to comply with any
      generally accepted conventions and market practice in the Prague interbank
      market and otherwise to reflect the change in
  currency.

              


      

      


      
        	
                32.11

              	
                Disruption
      to Payment Systems etc.

              


      

      


      If either
the Facility Agent determines (in its discretion) that a Disruption Event has
occurred or the Facility Agent is notified by the Borrower that a Disruption
Event has occurred:

      


      
        	
                 
      

              	
                (a)

              	
                the
      Facility Agent may, and shall if requested to do so by the Borrower,
      consult with the Borrower with a view to agreeing with the Borrower such
      changes to the operation or administration of the Facility as the Facility
      Agent may deem necessary in the
circumstances;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Facility Agent shall not be obliged to consult with the Borrower in
      relation to any changes mentioned in paragraph (a) if, in its
      opinion, it is not practicable to do so in the circumstances and, in any
      event, shall have no obligation to agree to such
  changes;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      Facility Agent may consult with the Finance Parties in relation to any
      changes mentioned in paragraph (a) but shall not be obliged to do so
      if, in its opinion, it is not practicable to do so in the
      circumstances;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      such changes agreed upon by the Facility Agent and the Borrower shall
      (whether or not it is finally determined that a Disruption Event has
      occurred) be binding upon the Parties as an amendment to (or, as the case
      may be, waiver of) the terms of the Finance Documents notwithstanding the
      provisions of Clause 38 (Amendments and
      Waivers);

              


      

      


      
        	
                 
      

              	
                (e)

              	
                the
      Facility Agent shall not be liable for any damages, costs or losses
      whatsoever (including, without limitation for negligence, gross negligence
      or any other category of liability whatsoever but not including any claim
      based on the fraud of the Facility Agent) arising as a result of its
      taking, or failing to take, any actions pursuant to or in connection with
      this Clause 32.11; and

              


      


      
        
           


        

        
          132

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (f)

              	
                the
      Facility Agent shall notify the Finance Parties of all changes agreed
      pursuant to paragraph (d)
above.

              


      

      


      
        	
                33.

              	
                SET-OFF

              


      

      


      A Finance
Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any
matured obligation owed by that Finance Party to that Obligor, regardless of the
place of payment, booking branch or currency of either obligation.  If
the obligations are in different currencies, the Finance Party may convert
either obligation at a market rate of exchange in its usual course of business
for the purpose of the set-off.

      


      
        	
                34.

              	
                NOTICES

              


      

      


      
        	
                34.1

              	
                Communications
      in writing

              


      

      


      Any
communication to be made under or in connection with the Finance Documents shall
be made in writing and, unless otherwise stated, may be made by fax or
letter.

      


      
        	
                34.2

              	
                Addresses

              


      

      


      The
address and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with the Finance
Documents is:

      


      
        	
                 
      

              	
                (a)

              	
                in
      the case of an Original Obligor, that identified with its name
      below;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      the case of each Lender, or any other Obligor, that notified in writing to
      the Facility Agent on or prior to the date on which it becomes a Party;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                in
      the case of the Facility Agent or the Security Agent, that identified with
      its name below,

              


      

      


      or any
substitute address, fax number or department or officer as the Party may notify
to the Facility Agent (or the Facility Agent may notify to the other Parties, if
a change is made by the Facility Agent) by not less than five Business Days’
notice.

      


      
        	
                34.3

              	
                Delivery

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      communication or document made or delivered by one person to another under
      or in connection with the Finance Documents will only be
      effective:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                if
      by way of fax, when received in legible form;
or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                if
      by way of letter, when it has been left at the relevant address or five
      Business Days after being deposited in the post postage prepaid in an
      envelope addressed to it at that
address,

              


      


      
        
           


        

        
          133

          
            

          

        

        
           


        

      


      and, if a
particular department or officer is specified as part of its address details
provided under Clause 34.2 (Addresses), if addressed to
that department or officer.

      


      
        	
                 
      

              	
                (b)

              	
                Any
      communication or document to be made or delivered to the Facility Agent or
      the Security Agent will be effective only when actually received by the
      Facility Agent or Security Agent and then only if it is expressly marked
      for the attention of the department or officer identified with the
      Facility Agent’s or Security Agent’s signature below (or any substitute
      department or officer as the Facility Agent or Security Agent shall
      specify for this purpose).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                All
      notices from or to an Obligor shall be sent through the Facility
      Agent.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Any
      communication or document made or delivered to the Borrower  in
      accordance with this Clause 34.3 will be deemed to have been made or
      delivered to each of the Obligors.

              


      

      


      
        	
                34.4

              	
                Notification
      of address and fax number

              


      

      


      Promptly
upon receipt of notification of an address or fax number or change of address or
fax number pursuant to Clause 34.2 (Addresses) or changing its
own address or fax number, the Facility Agent shall notify the other
Parties.

      


      
        	
                34.5

              	
                Communication
      when Facility Agent is Impaired
Agent

              


      

      


      If the
Facility Agent is an Impaired Agent the Parties may, instead of communicating
with each other through the Facility Agent, communicate with each other directly
and (while the Facility Agent is an Impaired Agent) all the provisions of the
Finance Documents which require communications to be made or notices to be given
to or by the Facility Agent shall be varied so that communications may be made
and notices given to or by the relevant Parties directly.  This
provision shall not operate after a replacement Facility Agent has been
appointed.

      


      
        	
                34.6

              	
                Electronic
      communication

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      communication to be made between the Facility Agent or the Security Agent
      and a Lender under or in connection with the Finance Documents may be made
      by electronic mail or other electronic means, if the Facility Agent, the
      Security Agent and the relevant
Lender:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                agree
      that, unless and until notified to the contrary, this is to be an accepted
      form of communication;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                notify
      each other in writing of their electronic mail address and/or any other
      information required to enable the sending and receipt of information by
      that means; and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                notify
      each other of any change to their address or any other such information
      supplied by them.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Any
      electronic communication made between the Facility Agent and a Lender or
      the Security Agent will be effective only when actually received in
      readable form and in the case of any electronic communication made by a
      Lender to the Facility Agent or the Security Agent only if it is addressed
      in such a manner as the Facility Agent or Security Agent shall specify for
      this purpose.

              


      


      
        
           


        

        
          134

          
            

          

        

        
           


        

      


      
        	
                34.7

              	
                Use
      of websites

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Parent may satisfy its obligation under this Agreement to deliver any
      information in relation to those Lenders (the “Website Lenders”) who
      accept this method of communication by posting this information onto an
      electronic website designated by the Parent and the Facility Agent (the
      “Designated
      Website”) if:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Facility Agent expressly agrees (after consultation with each of the
      Lenders) that it will accept communication of the information by this
      method;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                both
      the Parent  and the Facility Agent are aware of the address of
      and any relevant password specifications for the Designated Website;
      and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      information is in a format previously agreed between the Parent and the
      Facility Agent.

              


      

      


      If any
Lender (a “Paper Form
Lender”) does not agree to the delivery of information electronically
then the Facility Agent shall notify the Parent accordingly and the Parent shall
at its own cost supply the information to the Facility Agent (in sufficient
copies for each Paper Form Lender) in paper form.  In any event the
Parent shall at its own cost supply the Facility Agent with at least one copy in
paper form of any information required to be provided by it.

      


      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent shall supply each Website Lender with the address of and
      any relevant password specifications for the Designated Website following
      designation of that website by the Parent and the Facility
      Agent.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Parent shall promptly upon becoming aware of its occurrence notify the
      Facility Agent if:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Designated Website cannot be accessed due to technical
      failure;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      password specifications for the Designated Website
  change;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                any
      new information which is required to be provided under this Agreement is
      posted onto the Designated Website;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                any
      existing information which has been provided under this Agreement and
      posted onto the Designated Website is amended;
  or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                the
      Parent becomes aware that the Designated Website or any information posted
      onto the Designated Website is or has been infected by any electronic
      virus or similar software.

              


      

      


      If the
Parent notifies the Facility Agent under paragraph (c)(i) or
paragraph (c)(iv) above, all information to be provided by the Parent under
this Agreement after the date of that notice shall be supplied in paper form
unless and until the Facility Agent and each Website Lender is satisfied that
the circumstances giving rise to the notification are no longer
continuing\.


      
        
           


        

        
          135

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                Any
      Website Lender may request, through the Facility Agent, one paper copy of
      any information required to be provided under this Agreement which is
      posted onto the Designated Website.  The Parent shall at its own
      cost comply with any such request within ten Business
  Days.

              


      

      


      
        	
                34.8

              	
                English
      language

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      notice given under or in connection with any Finance Document must be in
      English.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                All
      other documents provided under or in connection with any Finance Document
      must be:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                in
      English; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                if
      not in English, and if so required by the Facility Agent, accompanied by a
      certified English translation and, in this case, the English translation
      will prevail unless the document is a constitutional, statutory or other
      official document.

              


      

      


      
        	
                35.

              	
                CALCULATIONS
      AND CERTIFICATES

              


      

      


      
        	
                35.1

              	
                Accounts

              


      

      


      In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie
evidence of the matters to which they relate.

      


      
        	
                35.2

              	
                Certificates
      and determinations

              


      

      


      Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.

      


      
        	
                35.3

              	
                Day
      count convention

              


      

      


      Any
interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the Prague
interbank market differs, in accordance with that market practice.

      


      
        	
                36.

              	
                PARTIAL
      INVALIDITY

              


      

      


      If, at
any time, any provision of the Finance Documents is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.


      
        
           


        

        
          136

          
            

          

        

        
           


        

      


      
        	
                37.

              	
                REMEDIES
      AND WAIVERS

              


      

      


      No
failure to exercise, nor any delay in exercising, on the part of any Finance
Party or Secured Party, any right or remedy under the Finance Documents shall
operate as a waiver, nor shall any single or partial exercise of any right or
remedy prevent any further or other exercise or the exercise of any other right
or remedy.  The rights and remedies provided in this Agreement are
cumulative and not exclusive of any rights or remedies provided by
law.

      


      
        	
                38.

              	
                AMENDMENTS
      AND WAIVERS

              


      

      


      
        	
                38.1

              	
                Required
      consents

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to Clause 38.2 (Exceptions) any term of
      the Finance Documents (other than the Mandate Letter) may be amended or
      waived only with the consent of the Majority Lenders and the Borrower and
      any such amendment or waiver will be binding on all
    Parties.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent may effect, on behalf of any Finance Party, any amendment
      or waiver permitted by this
Clause 38.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      Obligor agrees to any such amendment or waiver permitted by this
      Clause 38 which is agreed to by the Borrower.  This
      includes any amendment or waiver which would, but for this
      paragraph (c), require the consent of all of the
      Guarantors.

              


      

      


      
        	
                38.2

              	
                Exceptions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                An
      amendment or waiver that has the effect of changing or which relates
      to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      definition of “Majority Lenders” in Clause 1.1 (Definitions);

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                an
      extension to the date of payment of any amount under the Finance Documents
      (other than in relation to Clause 7 (Extension of Initial
      Termination Date) or Clause 9 (Mandatory
      Prepayment));

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                a
      reduction in the Margin or a reduction in the amount of any payment of
      principal, interest, fees or commission
payable;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                a
      change in currency of payment of any amount under the Finance
      Documents;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                an
      increase in or an extension of any Commitment or the Total
      Commitments;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                a
      change to the Borrowers or Guarantors other than in accordance with
      Clause 28 (Changes
      to the Obligors);

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                any
      provision which expressly requires the consent of all the
      Lenders;

              


      


      
        
           


        

        
          137

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (viii)

              	
                Clause 2.2
      (Finance Parties’ rights
      and obligations), Clause 9 (Mandatory prepayment),
      Clause 26 (Changes
      to the Lenders) or this
Clause 38;

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                (other
      than as expressly permitted by the provisions of any Finance Document) the
      nature or scope of:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                the
      guarantee and indemnity granted under Clause 20 (Guarantee and
      Indemnity);

              


      

      


      
        	
                 
      

              	
                (B)

              	
                the
      Charged Property;

              


      

      


      
        	
                 
      

              	
                (C)

              	
                the
      manner in which the proceeds of enforcement of the Transaction Security
      are distributed; or

              


      

      


      
        	
                 
      

              	
                (D)

              	
                any
      arrangement to the order of priority set out in paragraph 2.1 (Order of Application)
      of Schedule 13 (Supplementary Security Agent
      Provisions),

              


      

      


      (except
in the case of paragraph (B) to (D) above, insofar as it relates to a sale
or disposal of an asset which is the subject of the Transaction Security where
such sale or disposal is expressly permitted under this Agreement or any other
Finance Document); or

       

      
        	
                 
      

              	
                (x)

              	
                the
      release of any guarantee and indemnity granted under Clause 20 (Guarantee and
      Indemnity) or of any Transaction Security unless permitted under
      this Agreement or any other Finance Document or relating to a sale or
      disposal of an asset which is the subject of the Transaction Security
      where such sale or disposal is expressly permitted under this Agreement or
      any other Finance Document,

              


      

      


      shall not
be made without the prior consent of all the Lenders.

      


      
        	
                 
      

              	
                (b)

              	
                An
      amendment or waiver which relates to the rights or obligations of the
      Facility Agent, the Arranger, the Security Agent or a Hedge Counterparty
      (each in their capacity as such) may not be effected without the consent
      of the Facility Agent, the Arranger, the Security Agent or, as the case
      may be, that Hedge Counterparty.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      any Lender fails to respond to a request for a consent, waiver, amendment
      of or in relation to any of the terms of any Finance Document or other
      vote of Lenders under the terms of this Agreement within 10 Business Days
      (unless the Borrower and the Facility Agent agree to a longer time period
      in relation to any request) of that request being made, its Commitment
      and/or participation shall not be included for the purpose of calculating
      the Total Commitments or participations under the Facility when
      ascertaining whether any relevant percentage (including, for the avoidance
      of doubt, unanimity) of Total Commitments and/or participations has been
      obtained to approve that
request.

              


      


      
        
           


        

        
          138

          
            

          

        

        
           


        

      


      
        	
                38.3

              	
                Replacement
      of Lender

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      at any time:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      Lender becomes a Non-Consenting Lender (as defined in paragraph (c)
      below); or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                an
      Obligor becomes obliged to repay any amount in accordance with
      Clause 8.1 (Illegality) or to pay
      additional amounts pursuant to Clause 16.1 (Increased Costs) or
      Clause 15.2 (Tax
      gross-up) to any Lender in excess of amounts payable to the other
      Lenders generally,

              


      

      


      then the
Borrower may, on 10 Business Days’ prior written notice to the Facility Agent
and such Lender, replace such Lender by requiring such Lender to (and such
Lender shall) transfer pursuant to Clause 26 (Changes to the Lenders) all
(and not part only) of its rights and obligations under this Agreement to a
Lender or other bank, financial institution, trust, fund or other entity (a
“Replacement Lender”)
selected by the Borrower, and which is acceptable to the Facility Agent (acting
reasonably), which confirms its willingness to assume and does assume all the
obligations of the transferring Lender (including the assumption of the
transferring Lender’s participations on the same basis as the transferring
Lender) for a purchase price in cash payable at the time of transfer equal to
the outstanding principal amount of such Lender’s participation in the
outstanding Loans and all accrued interest and/or Break Costs and other amounts
payable in relation thereto under the Finance Documents.

      


      
        	
                 
      

              	
                (b)

              	
                The
      replacement of a Lender pursuant to this Clause shall be subject to the
      following conditions:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Borrower shall have no right to replace the Facility Agent or Security
      Agent;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                neither
      the Facility Agent nor the Lender shall have any obligation to the
      Borrower to find a Replacement
Lender;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                in
      the event of a replacement of a Non-Consenting Lender such replacement
      must take place no later than 30 days after the date the
      Non-Consenting Lender notifies the Borrower and the Facility Agent of its
      failure or refusal to give a consent in relation to, or agree to any
      waiver or amendment to the Finance Documents requested by the Borrower;
      and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                in
      no event shall the Lender replaced under this paragraph (b) be
      required to pay or surrender to such Replacement Lender any of the fees
      received by such Lender pursuant to the Finance
  Documents.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                In
      the event that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Borrower or the Facility Agent (at the request of the Borrower) has
      requested the Lenders to give a consent in relation to, or to agree to a
      waiver or amendment of, any provisions of the Finance
      Documents;

              


      


      
        
           


        

        
          139

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                the
      consent, waiver or amendment in question requires the approval of all the
      Lenders; and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Lenders
      whose Commitment aggregate more than 70 per cent. of the Total
      Commitments (or, if the Total Commitments have been reduced to zero,
      aggregated more than 70 per cent. of the Total Commitments prior
      to that reduction) have consented or agreed to such waiver or
      amendment,

              


      

      


      then any
Lender who does not and continues not to consent or agree to such waiver or
amendment shall be deemed a “Non-Consenting
Lender”.

      


      
        	
                38.4

              	
                Disenfranchisement
      of Defaulting Lenders

              


      

      


      
        	
                 
      

              	
                (a)

              	
                For
      so long as a Defaulting Lender has any Available Commitment, in
      ascertaining the Majority Lenders or whether any given percentage
      (including, for the avoidance of doubt, unanimity) of the Total
      Commitments have been obtained to approve any request for a consent,
      waiver, amendment or other vote under the Finance Documents, that
      Defaulting Lender’s Commitment will be reduced by the amount of its
      Available Commitment.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                For
      the purposes of this Clause 38.4, the Facility Agent may assume that
      the following Lenders are Defaulting
Lenders:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      Lender which has notified the Facility Agent that it has become a
      Defaulting Lender;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      Lender in relation to which it is aware that any of the events or
      circumstances referred to in paragraphs (a), (b) or (c) of the
      definition of “Defaulting
      Lender” has occurred,

              


      

      


      unless it
has received notice to the contrary from the Lender concerned (together with any
supporting evidence reasonably requested by the Facility Agent) or the Facility
Agent is otherwise aware that the Lender has ceased to be a Defaulting
Lender.

      


      
        	
                38.5

              	
                Replacement
      of a Defaulting Lender

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Borrower may, at any time a Lender has become and continues to be a
      Defaulting Lender, by giving 10 Business Days’ prior written notice to the
      Facility Agent and such Lender:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                replace
      such Lender by requiring such Lender to (and such Lender shall) transfer
      pursuant to Clause 26 (Changes to the Lenders)
      all (and not part only) of its rights and obligations under this
      Agreement;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                require
      such Lender to (and such Lender shall) transfer pursuant to Clause 26
      (Changes to the
      Lenders) all (and not part only) of the undrawn Revolving
      Commitment of the Lender; or

              


      


      
        
           


        

        
          140

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iii)

              	
                require
      such Lender to (and such Lender shall) transfer pursuant to Clause 26
      (Changes to the
      Lenders) all (and not part only) of its rights and obligations in
      respect of the Revolving Facility,

              


      

      


      to a
Lender or other bank, financial institution, trust, fund or other entity (a
“Replacement Lender”)
selected by the Borrower, and which (unless the Facility Agent is an Impaired
Agent) is acceptable to the Facility Agent (acting reasonably), which confirms
its willingness to assume and does assume all the obligations or all the
relevant obligations of the transferring Lender (including the assumption of the
transferring Lender’s participations or unfunded participations (as the case may
be) on the same basis as the transferring Lender) for a purchase price in cash
payable at the time of transfer equal to the outstanding principal amount of
such Lender’s participation in the outstanding Loans and all accrued interest
and/or Break Costs and other amounts payable in relation thereto under the
Finance Documents.

      


      
        	
                 
      

              	
                (b)

              	
                Any
      transfer of rights and obligations of a Defaulting Lender pursuant to this
      Clause shall be subject to the following
  conditions:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Borrower shall have no right to replace the Facility Agent or Security
      Agent;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                neither
      the Facility Agent nor the Defaulting Lender shall have any obligation to
      the Borrower to find a Replacement
Lender;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      transfer must take place no later than 30 days after the notice
      referred to in paragraph (a) above;
and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                in
      no event shall the Defaulting Lender be required to pay or surrender to
      the Replacement Lender any of the fees received by the Defaulting Lender
      pursuant to the Finance Documents.

              


      

      


      
        	
                39.

              	
                CONFIDENTIALITY

              


      

      


      
        	
                39.1

              	
                Confidential
      Information

              


      

      


      Each
Finance Party agrees to keep all Confidential Information confidential and not
to disclose it to anyone, save to the extent permitted by Clause 39.2
(Disclosure of Confidential
Information) and Clause 39.3 (Disclosure to numbering service
providers), and to ensure that all Confidential Information is protected
with security measures and a degree of care that would apply to its own
confidential information.

      


      
        	
                39.2

              	
                Disclosure
      of Confidential Information

              


      

      


      Any
Finance Party may disclose:

      


      
        	
                 
      

              	
                (a)

              	
                to
      any of its Affiliates and any of its or their officers, directors,
      employees, professional advisers, auditors, partners and Representatives
      such Confidential Information as that Finance Party shall consider
      appropriate if any person to whom the Confidential Information is to be
      given pursuant to this paragraph (a) is informed in writing of its
      confidential nature and that some or all of such Confidential Information
      may be price-sensitive information except that there shall be no such
      requirement to so inform if the recipient is subject to professional
      obligations to maintain the confidentiality of the information or is
      otherwise bound by requirements of confidentiality in relation to the
      Confidential Information;

              


      


      
        
           


        

        
          141

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                to
      any person:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      (or through) whom it assigns or transfers (or may potentially assign or
      transfer) all or any of its rights and/or obligations under one or more
      Finance Documents, to any potential Additional Lender, and to any of that
      person’s Affiliates, Representatives and professional
      advisers;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                with
      (or through) whom it enters into (or may potentially enter into), whether
      directly or indirectly, any sub-participation in relation to, or any other
      transaction under which payments are to be made or may be made by
      reference to, one or more Finance Documents and/or one or more Obligors
      and to any of that person’s Affiliates, Representatives and professional
      advisers;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                appointed
      by any Finance Party or by a person to whom paragraph (b)(i) or (ii)
      above applies to receive communications, notices, information or documents
      delivered pursuant to the Finance Documents on its behalf (including,
      without limitation, any person appointed under paragraph (d) of
      Clause 29.14 (Relationship with the
      Lenders));

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                who
      invests in or otherwise finances (or may potentially invest in or
      otherwise finance), directly or indirectly, any transaction referred to in
      paragraph (b)(i) or (b)(ii)
above;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                to
      whom information is required or requested to be disclosed by any court of
      competent jurisdiction or any governmental, banking, taxation or other
      regulatory authority or similar body, the rules of any relevant stock
      exchange or pursuant to any applicable law or
  regulation;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                to
      whom or for whose benefit that Finance Party charges, assigns or otherwise
      creates Security (or may do so) pursuant to Clause 26.9 (Security over Lenders’
      rights);

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                to
      whom information is required to be disclosed in connection with, and for
      the purposes of, any litigation, arbitration, administrative or other
      investigations, proceedings or
disputes;

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                who
      is a Party; or

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                with
      the consent of the Borrower;

              


      

      


      in each
case, such Confidential Information as that Finance Party shall consider
appropriate if:

      


      
        	
                 
      

              	
                (A)

              	
                in
      relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person
      to whom the Confidential Information is to be given has entered into a
      Confidentiality Undertaking except that there shall be no requirement for
      a Confidentiality Undertaking if the recipient is a professional adviser
      and is subject to professional obligations to maintain the confidentiality
      of the Confidential
Information;

              


      


      
        
           


        

        
          142

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (B)

              	
                in
      relation to paragraph (b)(iv) above, the person to whom the
      Confidential Information is to be given has entered into a Confidentiality
      Undertaking or is otherwise bound by requirements of confidentiality in
      relation to the Confidential Information they receive and is informed that
      some or all of such Confidential Information may be price-sensitive
      information;

              


      

      


      
        	
                 
      

              	
                (C)

              	
                in
      relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person
      to whom the Confidential Information is to be given is informed of its
      confidential nature and that some or all of such Confidential Information
      may be price-sensitive information except that there shall be no
      requirement to so inform if, in the opinion of that Finance Party, it is
      not practicable so to do in the
circumstances;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                to
      any person appointed by that Finance Party or by a person to whom
      paragraph (b)(i) or (b)(ii) above applies to provide administration
      or settlement services in respect of one or more of the Finance Documents
      including without limitation, in relation to the trading of participations
      in respect of the Finance Documents, such Confidential Information as may
      be required to be disclosed to enable such service provider to provide any
      of the services referred to in this paragraph (c) if the service
      provider to whom the Confidential Information is to be given has entered
      into a confidentiality agreement substantially in the form of the LMA
      Master Confidentiality Undertaking for Use With Administration/Settlement
      Service Providers or such other form of confidentiality undertaking agreed
      between the Borrower and the relevant Finance
  Party;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                to
      any rating agency (including its professional advisers) such Confidential
      Information as may be required to be disclosed to enable such rating
      agency to carry out its normal rating activities in relation to the
      Finance Documents and/or the Obligors if the rating agency to whom the
      Confidential Information is to be given is informed of its confidential
      nature and that some or all of such Confidential Information may be
      price-sensitive information.

              


      

      


      
        	
                39.3

              	
                Disclosure
      to numbering service providers

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      Finance Party may disclose to any national or international numbering
      service provider appointed by that Finance Party to provide identification
      numbering services in respect of this Agreement, the Facility and/or one
      or more Obligors the following
information:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                names
      of Obligors;

              


      


      
        
           


        

        
          143

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                country
      of domicile of Obligors;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                place
      of incorporation of Obligors;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                date
      of this Agreement;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                the
      names of the Facility Agent and the
Arranger;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                date
      of each amendment and restatement of this
  Agreement;

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                amount
      of the Total Commitments;

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                currency
      of the Facility;

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                type
      of the Facility;

              


      

      


      
        	
                 
      

              	
                (x)

              	
                ranking
      of the Facility;

              


      

      


      
        	
                 
      

              	
                (xi)

              	
                the
      Termination Date;

              


      

      


      
        	
                 
      

              	
                (xii)

              	
                changes
      to any of the information previously supplied pursuant to
      paragraphs (i) to (xi) above;
and

              


      

      


      
        	
                 
      

              	
                (xiii)

              	
                such
      other information agreed between such Finance Party and the
      Borrower,

              


      

      


      to enable
such numbering service provider to provide its usual syndicated loan numbering
identification services.

      


      
        	
                 
      

              	
                (b)

              	
                The
      Parties acknowledge and agree that each identification number assigned to
      this Agreement, the Facility and/or one or more Obligors by a numbering
      service provider and the information associated with each such number may
      be disclosed to users of its services in accordance with the standard
      terms and conditions of that numbering service
  provider.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      Obligor represents that none of the information set out in
      paragraphs (i) to (xiii) of paragraph (a) above is, nor will at
      any time be, unpublished price-sensitive
  information.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Facility Agent shall notify the Borrower and the other Finance Parties
      of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      name of any numbering service provider appointed by the Facility Agent in
      respect of this Agreement, the Facility and/or one or more Obligors;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      number or, as the case may be, numbers assigned to this Agreement, the
      Facility and/or one or more Obligors by such numbering service
      provider.

              


      

      


      
        	
                39.4

              	
                Entire
      agreement

              


      

      


      This
Clause 39 (Confidentiality) constitutes
the entire agreement between the Parties in relation to the obligations of the
Finance Parties under the Finance Documents regarding Confidential Information
and supersedes any previous agreement, whether express or implied, regarding
Confidential Information.


      
        
           


        

        
          144

          
            

          

        

        
           


        

      


      
        	
                39.5

              	
                Inside
      information

              


      

      


      Each of
the Finance Parties acknowledges that some or all of the Confidential
Information is or may be price-sensitive information and that the use of such
information may be regulated or prohibited by applicable legislation including
securities law relating to insider dealing and market abuse and each of the
Finance Parties undertakes not to use any Confidential Information for any
unlawful purpose.

      


      
        	
                39.6

              	
                Notification
      of disclosure

              


      

      


      Each of
the Finance Parties agrees (to the extent permitted by law and regulation) to
inform the Borrower:

      


      
        	
                 
      

              	
                (a)

              	
                of
      the circumstances of any disclosure of Confidential Information made
      pursuant to paragraph (b)(v) of Clause 39.2 (Disclosure of Confidential
      Information) except where such disclosure is made to any of the
      persons referred to in that paragraph during the ordinary course of
      its supervisory or regulatory function;
and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                upon
      becoming aware that Confidential Information has been disclosed in breach
      of this Clause 39 (Confidentiality).

              


      

      


      
        	
                39.7

              	
                Continuing
      obligations

              


      

      


      The
obligations in this Clause 39 (Confidentiality) are
continuing and, in particular, shall survive and remain binding on each Finance
Party for a period of twelve months from the earlier of:

      


      
        	
                 
      

              	
                (a)

              	
                the
      date on which all amounts payable by the Obligors under or in connection
      with the Finance Documents have been paid in full and all Commitments have
      been cancelled or otherwise cease to be available;
  and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      date on which such Finance Party otherwise ceases to be a Finance
      Party.

              


      

      


      
        	
                40.

              	
                COUNTERPARTS

              


      

      


      Each
Finance Document may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of
the Finance Document.

      


      SECTION 12


      GOVERNING
LAW AND ENFORCEMENT

      


      
        	
                41.

              	
                GOVERNING
      LAW

              


      

      


      This
Agreement (and any non-contractual matters arising in connection with this
Agreement) is governed by English law.


      
        
           


        

        
          145

          
            

          

        

        
           


        

      


      
        	
                42.

              	
                ENFORCEMENT

              


      

      


      
        	
                42.1

              	
                Jurisdiction
      of English courts

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      courts of England have exclusive jurisdiction to settle any dispute
      arising out of or in connection with this Agreement (including a dispute
      relating to any non-contractual matters and/or the existence, validity or
      termination of this Agreement) (a “Dispute”).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Parties agree that the courts of England are the most appropriate and
      convenient courts to settle Disputes and accordingly no Party will argue
      to the contrary.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                This
      Clause 42 is for the benefit of the Finance Parties and Secured
      Parties only.  As a result, no Finance Party or Secured Party
      shall be prevented from taking proceedings relating to a Dispute in any
      other courts with jurisdiction.  To the extent allowed by law,
      the Finance Parties and Secured Parties may take concurrent proceedings in
      any number of jurisdictions.

              


      

      


      
        	
                42.2

              	
                Service
      of process

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Without
      prejudice to any other mode of service allowed under any relevant law,
      each Obligor (other than an Obligor incorporated in England and
      Wales):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                irrevocably
      appoints CME Development Corporation with its registered branch at 52
      Charles Street, London W1J 5EU, as its agent for service of process in
      relation to any proceedings before the English courts in connection with
      any Finance Document; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                agrees
      that failure by an agent for service of process to notify the relevant
      Obligor of the process will not invalidate the proceedings
      concerned.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      any person appointed as an agent for service of process is unable for any
      reason to act as agent for service of process, the Borrower (on behalf of
      all the Obligors) must immediately (and in any event within ten
      (10) days of such event taking place) appoint another agent on terms
      acceptable to the Facility Agent.  Failing this, the Facility
      Agent may appoint another agent for this
  purpose.

              


      

      


      This
Agreement has been entered into on the date stated at the beginning of this
Agreement.


      
        
           


        

        
          146

          
            

          

        

        
           


        

      


      SCHEDULE
1

       

      THE
ORIGINAL PARTIES

       

      Part
I

      The
Original Obligors

      


      
        	
                Name
      of Borrower

              	 	
                Registration
      number (or equivalent, if any) Jurisdiction of
    Incorporation

              
	 	 	 
	
                CET
      21 spol.s r.o.

              	 	
                45800456

                 

                Czech
      Republic

              
	 
      	 	 
      
	
                Name
      of Original Guarantor

              	 	
                Registration
      number (or equivalent, if any) Jurisdiction of
    Incorporation

              
	 	 	 
	
                Central
      European Media Enterprises Ltd.

              	 	
                19574

                 

                Bermuda

              
	 	 	 
	
                CME
      Media Enterprises B.V.

              	 	
                33246826

                 

                The
      Netherlands

              
	 	 	 
	
                CME
      Romania B.V.

              	 	
                33289326

                 

                The
      Netherlands

              
	 	 	 
	
                CME
      Slovak Holdings B.V.

              	 	
                34274606

                 

                The
      Netherlands

              
	 	 	 
	
                MARKÍZA
      - SLOVAKIA, spol. s r.o.

              	 	
                31
      444 873

                 

                Slovak
      Republic

              


      


      
        
           


        

        
          147

          
            

          

        

        
           


        

      


      Part
II

       

      The
Original Lenders

       

      
        	
                Name
      of Original Lender

              	 	
                Commitment

              
	 	 	 
	
                Česká
      spořitelna,
      a.s.

              	 	
                1,600,000,000

                 

                or,
      following the Increase Date applicable to Česká
      spořitelna, a.s. (if any):

                 

                the
      amount set forth in the Increase Confirmation delivered to the Facility Agent
      by Česká spořitelna, a.s.

              
	 
      	 	 
      
	
                UniCredit
      Bank Czech Republic, a.s.

              	 	
                500,000,000

                 

                or,
      following the Increase Date applicable to UniCredit Bank Czech Republic,
      a.s. (if any):

                 

                the
      amount set forth in the Increase Confirmation delivered to the Facility
      Agent by UniCredit Bank Czech Republic, a.s.

              
	 
      	 	 
      
	
                BNP
      Paribas

              	 	
                400,000,000

                 

                or,
      following the Increase Date applicable to BNP Paribas (if
      any):

                 

                the
      amount set forth in the Increase Confirmation delivered to the Facility
      Agent by BNP Paribas

              


      


      
        
           


        

        
          148

          
            

          

        

        
           


        

      


      Schedule
2

       

      CONDITIONS
PRECEDENT

      


      Part
I

      Conditions
precedent required to be delivered by the Original Obligors prior to initial
Utilisation

      


      
        	
                1.

              	
                Obligors

              


      

      


      
        	
                 
      

              	
                (a)

              	
                A
      copy of the constitutional documents of each Original
    Obligor.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      copy of the resolutions of the general meeting of the Borrower approving
      the terms of, and the transactions contemplated by, the Finance Documents
      to which it is a party and resolving that it execute, deliver and perform
      the Finance Documents to which it is a
party.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      copy of the resolution of executives of the
  Borrower

              


      

      


      
        	
                 
      

              	
                (i)

              	
                approving
      the terms of, and the transactions contemplated by, the Finance Documents
      to which it is a party and resolving that it execute, deliver and perform
      the Finance Documents to which it is a
party;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                authorising
      a specified person or persons to execute the Finance Documents to which it
      is a party on its behalf;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                authorising
      a specified person or persons, on its behalf, to sign and/or despatch all
      documents and notices (including, if relevant, any Utilisation Request and
      Extension Request) to be signed and/or despatched by it under or in
      connection with the Finance Documents to which it is a
    party.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                A
      copy of a resolution of the board of each Original Obligor other than the
      Borrower or in case of Markiza, a copy of a resolution of majority of the
      executive directors (konatelia) of
      Markiza:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                approving
      the terms of, and the transactions contemplated by, the Finance Documents
      to which it is a party and resolving that it execute, deliver and perform
      the Finance Documents to which it is a party;
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                authorising
      a specified person or persons to execute the Finance Documents to which it
      is a party on its behalf.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                A
      specimen of the signature of each person authorised by the resolutions
      referred to in paragraph (c) and (d) above in relation to the Finance
      Documents and related documents.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                A
      copy of a resolution signed by all the holders of the issued shares in
      each of CME Media Enterprises B.V., CME Romania B.V., CME Slovak Holdings
      B.V. and Markiza, approving the terms of, and the transactions
      contemplated by, the Finance Documents to which the Original Guarantor is
      a party.

              


      


      
        
           


        

        
          149

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (g)

              	
                A
      certificate of each Original Obligor (signed by its respective authorised
      signatories) confirming that borrowing or guaranteeing or securing, as
      appropriate, the Total Commitments would not cause any borrowing,
      guarantee, security or similar limit binding on it to be exceeded
      (including, without limitation, any limit, restriction or covenant set out
      in any Parent Note Document or any Parent Note
  Instrument).

              


      

      


      
        	
                 
      

              	
                (h)

              	
                A
      certificate of an authorised signatory of the Borrower or other relevant
      Original Obligor certifying that each copy document relating to it
      specified in Clauses 1(a) through 1(d), Clause 1(f), Clauses 4(b) through
      (j) of this Part I of Schedule 2 is correct, complete and in full
      force and effect and has not been amended or superseded as at a date no
      earlier than the date of this
Agreement.

              


      

      


      
        	
                2.

              	
                Finance
      Documents

              


      

      


      
        	
                 
      

              	
                (a)

              	
                This
      Agreement executed by the Obligors.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Fee Letters executed by the
Borrower.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Hedging Letter in agreed form and executed by the
  Borrower.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                At
      least one original of the following Transaction Security Documents
      executed by the relevant Obligors specified below opposite the relevant
      Transaction Security Document:

              


      

      


       

      
        	
              	
                Name
      of relevant Obligor

              	
                Transaction
      Security Document

              


      

      


      
        	
                 
      

              	
                The
      Borrower

              	
                First
      ranking share pledge/charge/mortgage over all existing and further issued
      shares of CME Slovak Holdings B.V.

              


      

      


      First
ranking pledge over the ownership interest representing 100% of the registered
capital of Jyxo, s.r.o.

      


      Copy of
the application to the Czech Commercial Register confirmed by the Czech
Commercial Register for the registration of the pledge over the ownership
interest representing 100% of the registered capital of Jyxo, s.r.o. in favour
of the Security Agent

      First
ranking pledge over the ownership interest representing 100% of the registered
capital of BLOG Internet,  s.r.o.

      


      Copy of
the application to the Czech Commercial Register confirmed by the Czech
Commercial Register for the registration of the pledge over the ownership
interest representing 100% of the registered capital of BLOG
Internet,  s.r.o. in favour of the Security Agent

      


      First
ranking mortgage over all immovable assets (except the Excluded Property) of the
Borrower

      


      Copy of
the applications for registration of each Transaction Security Document
purporting to create a Security over the immovable assets of the Borrower with
the respective cadastral registers evidencing that the applications have been
duly submitted with such offices


      
        
           


        

        
          150

          
            

          

        

        
           


        

      


      First
ranking pledge over movable assets of the Borrower determined by the Security
Agent

      


      Copy of
extract from the Czech Notarial Register with respect to the above movable
assets confirming that the pledge over those assets has been duly
created

      


      Pledge of
receivables of the Borrower under the contracts for the sale of the advertising
time and under the Factoring Facility Agreement

      


      Copy of
notices of pledge sent by the Borrower to relevant counterparties

      Pledge of
Required Insurance Policies

      


      Copy of
notices of pledge sent by the Borrower to relevant counterparties

      First
ranking pledge over bank accounts of the Borrower held with the Finance
Parties

      


      Copy of
notices  of pledge sent by the Borrower to relevant
counterparties

      First
ranking pledge over the enterprise of the Borrower

      


      Copy of
extract from the Czech Notarial Register with respect to the enterprise of the
Borrower confirming that the pledge over the enterprise of the Borrower has been
duly created

      


      
        	
                 
      

              	
                CME
      Romania B.V.

              	
                English
      law assignment of the loan provided under the CET Loan
      Agreement

              


      

      


      Dutch law
pledge over the loan provided under the Markiza Loan Agreement

      


      Notice of
acknowledgement of the assignment of the loan provided under the Markiza Loan
Agreement confirmed by Markiza

      


      


      
        	
                3.

              	
                Legal
      opinions

              


      

      


      The
following legal opinions, each addressed to the Facility Agent, the Security
Agent and the Original Lenders, capable of being relied upon by any persons who
become Lenders pursuant to the primary syndication of the Facility and each
substantially in the form distributed to the Original Lenders prior to signing
this Agreement.

      


      
        	
                 
      

              	
                (a)

              	
                A
      legal opinion of White & Case LLP, legal advisers to the Facility
      Agent and the Arranger as to English law substantially in the form
      distributed to the Original Lenders prior to signing this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      legal opinion of the following legal advisers to the Facility Agent and
      Arranger:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                White
      & Case, advokátní kancelář, as to Czech law;
  

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                White
      & Case s.r.o., as to Slovak law;
and

              


      


      
        
           


        

        
          151

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iii)

              	
                Nauta
      Dutilh N.V., as to Dutch law.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      capacity legal opinion of the following legal advisers to the
      Obligors:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Kotrlik
      Bourgeault Andrusko, legal advisers to the Borrower as to Czech
      law;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Allen
      & Overy Bratislava, s.r.o., legal advisers to Markiza as to Slovak
      law;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Loyens
      & Loeff, legal advisers to the Obligors incorporated in the
      Netherlands as to Dutch law; and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                Conyers
      Dill Pearman, legal advisers to the Parent as to Bermuda
    law.

              


      

      


      
        	
                4.

              	
                Other documents and
      evidence

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Evidence
      that any process agent referred to in Clause 42.2 (Service of process) and
      in the English law assignment of the loan provided under the CET Loan
      Agreement referred to in Clause 2 above has accepted its
      appointment.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      copy, certified by an authorised signatory of the Borrower to be a true
      copy, of the CET Loan Agreement.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      copy, certified by an authorised signatory of the CME Romania B.V. to be a
      true copy, of the Markiza Loan
Agreement.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                A
      copy, certified by an authorised signatory of the Parent to be a true
      copy, of each Parent Note Document.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                A
      certificate signed by an authorised signatory of the Parent certifying
      that the Parent Note Documents are in full force and
    effect.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                A
      copy of the Valuation Report.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                A
      copy, certified by an authorised signatory of the Parent or relevant Key
      Obligor, as applicable, to be a true copy, of the Original Financial
      Statements of the Parent and each Key
Obligor.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                A
      copy of the Broadcasting Licences.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Borrower’s Business Plan.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                The
      Parent Group Business Plan.

              


      

      


      
        	
                5.

              	
                Insurance

              


      

      


      All
insurance policies subject to or expressed to be subject to the Transaction
Security relating to the Charged Property, including, without limitation the
Required Insurance Policies.


      
        
           


        

        
          152

          
            

          

        

        
           


        

      


      
        	
                6.

              	
                Other documents and
      evidence

              


      

      


      Evidence
that the fees, costs and expenses then due and demanded from the Borrower
pursuant to Clause 14 (Fees), Clause 15.6
(Stamp taxes) and
Clause 19 (Costs and
expenses) have been paid or will be paid by the first Utilisation
Date.

      



      
        
           


        

        
          153

          
            

          

        

        
           


        

      


      Part
II

      Conditions
precedent required to be

      delivered
by an Additional Obligor


      


      
        	
                1.

              	
                An
      Accession Deed executed by the Additional Obligor and the
      Parent.

              


      

      


      
        	
                2.

              	
                A
      copy of the constitutional documents of the Additional
      Obligor.

              


      

      


      
        	
                3.

              	
                A
      copy of a resolution of the board (or, in the case of a Slovak Additional
      Obligor, where there is no board of directors, of majority of its
      statutory executives) of the Additional
Obligor:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                approving
      the terms of, and the transactions contemplated by, the Accession Deed and
      the Finance Documents and resolving that it execute, deliver and perform
      the Accession Deed and any other Finance Document to which it is
      party;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                authorising
      a specified person or persons to execute the Accession Deed and other
      Finance Documents on its behalf;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                authorising
      a specified person or persons, on its behalf, to sign and/or despatch all
      other documents and notices to be signed and/or despatched by it under or
      in connection with the Finance Documents to which it is a party;
      and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                authorising
      the Borrower to act as its agent in connection with the Finance
      Documents

              


      

      


      
        	
                4.

              	
                A
      specimen of the signature of each person authorised by the resolution
      referred to in paragraph 3
above.

              


      

      


      
        	
                5.

              	
                A
      copy of a resolution signed by all the holders of the issued shares of the
      Additional Guarantor, approving the terms of, and the transactions
      contemplated by, the Finance Documents to which the Additional Guarantor
      is a party, if applicable.

              


      

      


      
        	
                6.

              	
                A
      certificate of the Additional Obligor (signed by a director) confirming
      that borrowing or guaranteeing or securing, as appropriate, the Total
      Commitments would not cause any borrowing, guarantee, security or similar
      limit binding on it to be exceeded.

              


      

      


      
        	
                7.

              	
                A
      certificate of an authorised signatory of the Additional Obligor
      certifying that each copy document listed in this Part II of Schedule 2 is
      correct, complete and in full force and effect and has not been amended or
      superseded as at a date no earlier than the date of the Accession
      Deed.

              


      

      


      
        	
                8.

              	
                A
      copy of any other authorisation, consent, approval, resolution, licence,
      exemption, filing, notarisation or registration or other document, opinion
      or assurance which the Facility Agent considers to be necessary in
      connection with the entry into and performance of the transactions
      contemplated by the Accession Letter or for the validity and
      enforceability of any Finance
Document.

              


      

      


      
        	
                9.

              	
                If
      available, the latest audited financial statements of the Additional
      Obligor.

              


      


      
        
           


        

        
          154

          
            

          

        

        
           


        

      


      
        	
                10.

              	
                The
      following legal opinions, each addressed to the Facility Agent, the
      Security Agent and the Lenders:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                A
      legal opinion of the legal advisers to the Facility Agent in England, as
      to English law in the form distributed to the Lenders prior to signing the
      Accession Deed.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the Additional Obligor is incorporated in or has its “centre of main
      interest” or “establishment” (as referred to in Clause 21.24 (Centre of main interests and
      establishments)) in a jurisdiction other than England and Wales or
      is executing a Finance Document which is governed by a law other than
      English law, a legal opinion of the legal advisers to the Facility Agent
      in the jurisdiction of its incorporation, “centre of main interest” or
      “establishment” (as applicable) or, as the case may be, the jurisdiction
      of the governing law of that Finance Document (the “Applicable
      Jurisdiction”) as to the law of the Applicable Jurisdiction and in
      the form distributed to the Lenders prior to signing the Accession
      Deed.

              


      

      


      
        	
                11.

              	
                If
      the proposed Additional Obligor is incorporated in a jurisdiction other
      than England and Wales, evidence that the process agent specified in
      Clause 42.2 (Service of
      process), if not an Obligor, has accepted its appointment in
      relation to the proposed Additional
Obligor.

              


      

      


      
        	
                12.

              	
                Any
      security documents which are required by the Facility Agent to be executed
      by the proposed Additional Obligor.

              


      

      


      
        	
                13.

              	
                Any
      notices or documents required to be given or executed under the terms of
      those security documents.

              


      

      


      
        	
                14.

              	
                (a)

              	
                If
      the Additional Obligor is incorporated in England and Wales or Scotland,
      evidence that the Additional Obligor has done all that is necessary
      (including, without limitation, by re-registering as a private company) to
      comply with sections 677 to 683 of the Companies Act 2006 in order to
      enable that Additional Obligor to enter into the Finance Documents and
      perform its obligations under the Finance
  Documents.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the Additional Obligor is not incorporated in England and Wales or
      Scotland, such documentary evidence as legal counsel to the Facility Agent
      may require, that such Additional Obligor has complied with any law in its
      jurisdiction relating to financial assistance or analogous
      process.

              


      

      



      
        
           


        

        
          155

          
            

          

        

        
           


        

      


      SCHEDULE
3

       

      UTILISATION
REQUEST


      


      
        	
                From:

              	
                CET
      21 spol.s r.o.

              


      

      


      
        	
                To:

              	
                [Facility Agent]

              


      

      


      Dated:

      


      Dear
Sirs

      


      CET
21 spol.s r.o. – Up to 3,000,000,000 Term Facility Agreement

      dated
[●] (the “Facility Agreement”)

      


      
        	
                1.

              	
                We
      refer to the Facility Agreement.  This is a Utilisation
      Request.  Terms defined in the Facility Agreement have the same
      meaning in this Utilisation Request unless given a different meaning in
      this Utilisation Request.

              


      

      


      
        	
                2.

              	
                We
      wish to borrow a Loan on the following
terms:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Borrower:

              	
                [●]

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Proposed
      Utilisation Date:

              	
                [●]
      (or, if that is not a Business Day, the next Business
  Day)

              


      

      
      

      
        
          	
                   
      

                	
                  (c)

                	
                  Currency
      of Loan:

                	
                  CZK

                


        

        
        

      

      
        	
                 
      

              	
                (d)

              	
                Amount:

              	
                [●]
      or, if less, the Available Facility

              


      

      


      
        	
                3.

              	
                We
      confirm that each condition specified in Clause 4.2 (Further conditions
      precedent) is satisfied on the date of this Utilisation
      Request.

              


      

      


      
        	
                4.

              	
                The
      proceeds of this Loan should be credited to [account].

              


      

      


      
        	
                5.

              	
                This
      Utilisation Request is irrevocable.

              


      

      


      Yours
faithfully

      


      .......................................

      


      authorised
signatory for

      


      CET 21
spol.s r.o.


      
        
           


        

        
          156

          
            

          

        

        
           


        

      



      SCHEDULE
4

       

      MANDATORY
COST FORMULA


      


      
        	
                1.

              	
                The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central
Bank.

              


      

      


      
        	
                2.

              	
                On
      the first day of each Interest Period (or as soon as possible thereafter)
      the Facility Agent shall calculate, as a percentage rate, a rate (the
      "Additional Cost Rate") for each Lender, in accordance with the paragraphs
      set out below.  The Mandatory Cost will be calculated by the
      Facility Agent as a weighted average of the Lenders' Additional Cost Rates
      (weighted in proportion to the percentage participation of each Lender in
      the relevant Loan) and will be expressed as a percentage rate per
      annum.

              


      

      


      
        	
                3.

              	
                The
      Additional Cost Rate for any Lender lending from a Facility Office in a
      Participating Member State will be the percentage notified by that Lender
      to the Facility Agent.  This percentage will be certified by
      that Lender in its notice to the Facility Agent to be its reasonable
      determination of the cost (expressed as a percentage of that Lender's
      participation in all Loans made from that Facility Office) of complying
      with the minimum reserve requirements of the European Central Bank in
      respect of loans made from that Facility
Office.

              


      

      


      
        	
                4.

              	
                The
      Additional Cost Rate for any Lender lending from a Facility Office in the
      United Kingdom will be calculated by the Facility Agent as
      follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                in
      relation to a sterling Loan:

              


      

      


      
        	
                

              	
                per
      cent. per annum

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      relation to a Loan in any currency other than
  sterling:

              


      

      


      
        	
                

              	
                per
      cent. per annum.

              


      

      


      Where:

      


      
        	
                 
      

              	
                A

              	
                is
      the percentage of Eligible Liabilities (assuming these to be in excess of
      any stated minimum) which that Lender is from time to time required to
      maintain as an interest free cash ratio deposit with the Bank of England
      to comply with cash ratio
requirements.

              


      

      


      
        	
                 
      

              	
                B

              	
                is
      the percentage rate of interest (excluding the Margin and the Mandatory
      Cost and, if the Loan is an Unpaid Sum, the additional rate of interest
      specified in paragraph (a) of Clause 11.3 (Default interest)
      payable for the relevant Interest Period on the
  Loan.

              


      


      
        
           


        

        
          157

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                C

              	
                is
      the percentage (if any) of Eligible Liabilities which that Lender is
      required from time to time to maintain as interest bearing Special
      Deposits with the Bank of England.

              


      

      


      
        	
                 
      

              	
                D

              	
                is
      the percentage rate per annum payable by the Bank of England to the
      Facility Agent on interest bearing Special
  Deposits.

              


      

      


      
        	
                 
      

              	
                E

              	
                is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Facility Agent as being the average of the most
      recent rates of charge supplied by the Reference Banks to the Facility
      Agent pursuant to paragraph 7 below and expressed in pounds per
      £1,000,000.

              


      

      


      
        	
                5.

              	
                For
      the purposes of this Schedule:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                “Eligible Liabilities”
      and “Special
      Deposits” have the meanings given to them from time to time under
      or pursuant to the Bank of England Act 1998 or (as may be appropriate) by
      the Bank of England;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                “Fees Rules” means the
      rules on periodic fees contained in the Financial Services Authority Fees
      Manual or such other law or regulation as may be in force from time to
      time in respect of the payment of fees for the acceptance of
      deposits;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                “Fee Tariffs” means the
      fee tariffs specified in the Fees Rules under the activity group A.1
      Deposit acceptors (ignoring any minimum fee or zero rated fee required
      pursuant to the Fees Rules but taking into account any applicable discount
      rate); and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                “Tariff Base” has the
      meaning given to it in, and will be calculated in accordance with, the
      Fees Rules.

              


      

      


      
        	
                6.

              	
                In
      application of the above formulae, A, B, C and D will be included in the
      formulae as percentages (i.e. 5 per cent. will be included in the formula
      as 5 and not as 0.05).  A negative result obtained by
      subtracting D from B shall be taken as zero.  The resulting
      figures shall be rounded to four decimal
places.

              


      

      


      
        	
                7.

              	
                If
      requested by the Facility Agent, each Reference Bank shall, as soon as
      practicable after publication by the Financial Services Authority, supply
      to the Facility Agent, the rate of charge payable by that Reference Bank
      to the Financial Services Authority pursuant to the Fees Rules in respect
      of the relevant financial year of the Financial Services Authority
      (calculated for this purpose by that Reference Bank as being the average
      of the Fee Tariffs applicable to that Reference Bank for that financial
      year) and expressed in pounds per £1,000,000 of the Tariff Base of that
      Reference Bank.

              


      

      


      
        	
                8.

              	
                Each
      Lender shall supply any information required by the Facility Agent for the
      purpose of calculating its Additional Cost Rate.  In particular,
      but without limitation, each Lender shall supply the following information
      on or prior to the date on which it becomes a
  Lender:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                the
      jurisdiction of its Facility Office;
and

              


      


      
        
           


        

        
          158

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                any
      other information that the Facility Agent may reasonably require for such
      purpose.

              


      

      


      Each
Lender shall promptly notify the Facility Agent of any change to the information
provided by it pursuant to this paragraph.

      


      
        	
                9.

              	
                The
      percentages of each Lender for the purpose of A and C above and the rates
      of charge of each Reference Bank for the purpose of E above shall be
      determined by the Facility Agent based upon the information supplied to it
      pursuant to paragraphs 7 and 8 above and on the assumption that, unless a
      Lender notifies the Facility Agent to the contrary, each Lender's
      obligations in relation to cash ratio deposits and Special Deposits are
      the same as those of a typical bank from its jurisdiction of incorporation
      with a Facility Office in the same jurisdiction as its Facility
      Office.

              


      

      


      
        	
                10.

              	
                The
      Facility Agent shall have no liability to any person if such determination
      results in an Additional Cost Rate which over or under compensates any
      Lender and shall be entitled to assume that the information provided by
      any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is
      true and correct in all respects.

              


      

      


      
        	
                11.

              	
                The
      Facility Agent shall distribute the additional amounts received as a
      result of the Mandatory Cost to the Lenders on the basis of the Additional
      Cost Rate for each Lender based on the information provided by each Lender
      and each Reference Bank pursuant to paragraphs 3, 7 and 8
      above.

              


      

      


      
        	
                12.

              	
                Any
      determination by the Facility Agent pursuant to this Schedule in relation
      to a formula, the Mandatory Cost, an Additional Cost Rate or any amount
      payable to a Lender shall, in the absence of manifest error, be conclusive
      and binding on all Parties.

              


      

      


      
        	
                13.

              	
                The
      Facility Agent may from time to time, after consultation with the Borrower
      and the Lenders, determine and notify to all Parties any amendments which
      are required to be made to this Schedule in order to comply with any
      change in law, regulation or any requirements from time to time imposed by
      the Bank of England, the Financial Services Authority or the European
      Central Bank (or, in any case, any other authority which replaces all or
      any of its functions) and any such determination shall, in the absence of
      manifest error, be conclusive and binding on all
  Parties.

              


      


      
        
           


        

        
          159

          
            

          

        

        
           


        

      


      SCHEDULE
5

       

      FORM
OF TRANSFER CERTIFICATE


      


      
        	
                To:

              	
                [●]
      as Facility Agent

              


      

      


      
        	
                From:

              	
                [The Existing Lender]
      (the “Existing
      Lender”) and [The
      New Lender] (the “New
    Lender”)

              


      

      


      Dated:

      


      CET
21 spol.s r.o. – Up to 3,000,000,000 Term Facility Agreement

      dated
[●] (the “Facility Agreement”)

      


      
        	
                1.

              	
                We
      refer to the Facility Agreement.  This agreement (the “Agreement”) shall take
      effect as a Transfer Certificate for the purpose of the Facility
      Agreement.  Terms defined in the Facility Agreement have the
      same meaning in this Agreement unless given a different meaning in this
      Agreement.

              


      

      


      
        	
                2.

              	
                We
      refer to Clause 26.5 (Procedure for transfer)
      of the Facility Agreement:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Existing Lender and the New Lender agree to the Existing Lender
      transferring to the New Lender by novation all or part of the Existing
      Lender’s Commitment, rights and obligations referred to in the Schedule in
      accordance with Clause 26.5 (Procedure for
      transfer).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      proposed Transfer Date is [●].

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Facility Office and address, fax number and attention details for notices
      of the New Lender for the purposes of Clause 34.2 (Addresses) are set out
      in the Schedule.

              


      

      


      
        	
                3.

              	
                The
      New Lender expressly acknowledges the limitations on the Existing Lender’s
      obligations set out in paragraph (c) of Clause 26.4 (Limitation of responsibility
      of Existing Lenders).

              


      

      


      
        	
                4.

              	
                The
      New Lender confirms, for the benefit of the Facility Agent and without
      liability to any Obligor, that it
is:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                [a
      Qualifying Lender (other than a Treaty
Lender);]

              


      

      


      
        	
                 
      

              	
                (b)

              	
                [a
      Treaty Lender;]

              


      

      


      
        	
                 
      

              	
                (c)

              	
                [not
      a Qualifying Lender].

              


      

      


      
        	
                5.

              	
                This
      Agreement may be executed in any number of counterparts and this has the
      same effect as if the signatures on the counterparts were on a single copy
      of this Agreement.

              


      

      


      
        	
                6.

              	
                This
      Agreement (and any non-contractual matters arising in connection with this
      Agreement) is governed by English
law.

              


      


      
        
           


        

        
          160

          
            

          

        

        
           


        

      


      
        	
                8.

              	
                This
      Agreement has been entered into on the date stated at the beginning of
      this Agreement.

              


      

      


      Note:           The
execution of this Transfer Certificate may not transfer a proportionate share of
the Existing Lender’s interest in the Transaction Security in all
jurisdictions.  It is the responsibility of the New Lender to
ascertain whether any other documents or other formalities are required to
perfect a transfer of such a share in the Existing Lender’s Transaction Security
in any jurisdiction and, if so, to arrange for execution of those documents and
completion of those formalities.

       

      
        
           


        

        
          161

          
            

          

        

        
           


        

      



      THE
SCHEDULE

       

      Commitment/rights
and obligations to be transferred

      


      [insert relevant
details]

      [Facility Office address, fax number
and attention details for notices and account details for
payments,]

      


      
        	
                [Existing
      Lender]

              	 	
                [New
      Lender]

              
	 	 	 
	
                By:

              	 	
                By:

              


      

      


      This
Agreement is accepted as a Transfer Certificate for the purposes of the Facility
Agreement by the Facility Agent, and the Transfer Date is confirmed as
[●].

      


      [Facility
Agent]

      


      By:


      
        
           


        

        
          162

          
            

          

        

        
           


        

      


      SCHEDULE
6

       

      FORM
OF ASSIGNMENT AGREEMENT

      
 

      
        	
                To:

              	
                [●]
      as Facility Agent and [●], [●] as Borrower, for and on behalf of each
      Obligor

              


      

      


      
        	
                From:

              	
                [the
      Existing Lender]
      (the “Existing
      Lender”) and [the New Lender] (the “New
    Lender”)

              


      

      


      Dated:

      


      CET
21 spol.s r.o. – Up to 3,000,000,000 Term Facility Agreement

      dated [●] (the “Facility
Agreement”)

      


      
        	
                1.

              	
                We
      refer to the Facility Agreement.  This is an Assignment
      Agreement.  This agreement (the “Agreement”) shall take
      effect as an Assignment Agreement for the purpose of the Facility
      Agreement.  Terms defined in the Facility Agreement have the
      same meaning in this Agreement unless given a different meaning in this
      Agreement.

              


      

      


      
        	
                2.

              	
                We
      refer to Clause 26.6 (Procedure for
      assignment) of the Facility
Agreement:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Existing Lender assigns absolutely to the New Lender all the rights of the
      Existing Lender under the Facility Agreement, the other Finance Documents
      and in respect of the Transaction Security which correspond to that
      portion of the Existing Lender’s Commitments and participations in Loans
      under the Facility Agreement as specified in the
  Schedule.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Existing Lender is released from all the obligations of the Existing
      Lender which correspond to that portion of the Existing Lender’s
      Commitments and participations in Loans under the Facility Agreement
      specified in the Schedule.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      New Lender becomes a Party as a Lender and is bound by obligations
      equivalent to those from which the Existing Lender is released under
      paragraph (b) above.

              


      

      


      
        	
                3.

              	
                The
      proposed Transfer Date is [●].

              


      

      


      
        	
                4.

              	
                On
      the Transfer Date the New Lender becomes Party to the relevant Finance
      Documents as a Lender.

              


      

      


      
        	
                5.

              	
                The
      Facility Office and address, fax number and attention details for notices
      of the New Lender for the purposes of Clause 34.2 (Addresses) are set out
      in the Schedule.

              


      

      


      
        	
                6.

              	
                The
      New Lender expressly acknowledges the limitations on the Existing Lender’s
      obligations set out in paragraph (c) of Clause 26.4 (Limitation of responsibility
      of Existing Lenders).

              


      

      


      
        	
                7.

              	
                The
      New Lender confirms, for the benefit of the Facility Agent and without
      liability to any Obligor, that it
is:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                [a
      Qualifying Lender (other than a Treaty
Lender);]

              


      

      


      
        	
                 
      

              	
                (b)

              	
                [a
      Treaty Lender;]

              


      

      


      
        	
                 
      

              	
                (c)

              	
                [not
      a Qualifying Lender].

              


      


      
        
           


        

        
          163

          
            

          

        

        
           


        

      


      
        	
                8.

              	
                This
      Agreement acts as notice to the Facility Agent (on behalf of each Finance
      Party) and, upon delivery in accordance with Clause 26.7 (Copy of
      Transfer Certificate or Assignment Agreement), to the Borrower (on behalf
      of each Obligor) of the assignment referred to in this
      Agreement.

              


      

      


      
        	
                9.

              	
                This
      Agreement may be executed in any number of counterparts and this has the
      same effect as if the signatures on the counterparts were on a single copy
      of this Agreement.

              


      

      


      
        	
                10.

              	
                This
      Agreement (and any non-contractual matters arising in connection with this
      Agreement) is governed by English
law.

              


      

      


      
        	
                11.

              	
                This
      Agreement has been entered into on the date stated at the beginning of
      this Agreement.

              


      

      


      Note:           The
execution of this Assignment Agreement may not transfer a proportionate share of
the Existing Lender’s interest in the Transaction Security in all
jurisdictions.  It is the responsibility of the New Lender to
ascertain whether any other documents or other formalities are required to
perfect a transfer of such a share in the Existing Lender’s Transaction Security
in any jurisdiction and, if so, to arrange for execution of those documents and
completion of those formalities.


      
        
           


        

        
          164

          
            

          

        

        
           


        

      


      THE
SCHEDULE


      


      Commitment/rights
and obligations to be transferred by assignment, release and
accession

      


      [insert relevant
details]

      


      [Facility office address, fax number
and attention details for notices and account details for
payments]

      


      
        	
                [Existing
      Lender]

              	 	
                [New
      Lender]

              
	 	 	 
	
                By:

              	 	
                By:

              


      

      


      This
Agreement is accepted as an Assignment Agreement for the purposes of the
Facility Agreement by the Facility Agent, and the Transfer Date is confirmed as
[●].

      


      Signature
of this Agreement by the Facility Agent constitutes confirmation by the Facility
Agent of receipt of notice of the assignment referred to in this Agreement,
which notice the Facility Agent receives on behalf of each Finance
Party.

      


      [Facility
Agent]

      


      By:


      
        
           


        

        
          165

          
            

          

        

        
           


        

      


      SCHEDULE
7

       

      FORM
OF ACCESSION DEED

      
 

      
        	
                To:

              	
                [●]
      as Facility Agent

              


      

      


      
        	
                From:

              	
                [[Subsidiary] and [Parent]]/[[Additional Lender] and
      [Borrower]]

              


      

      


      
        Dated:

      

      


      Dear
Sirs

      


      CET
21 spol.s r.o. – Up to 3,000,000,000 Term Facility Agreement


      dated
[●] (the “Facility Agreement”)

      


      
        	
                1.

              	
                We
      refer to the Facility Agreement.  This deed (the “Accession Deed”) shall
      take effect as an Accession Deed for the purposes of the Facility
      Agreement.  Terms defined in the Facility Agreement have the
      same meaning in paragraphs 1-3 of this Accession Deed unless given a
      different meaning in this Accession
Deed.

              


      

      


      
        	
                2.

              	
                [[Subsidiary] agrees to
      become an Additional Guarantor on and from the date of this Accession Deed
      and to be bound on and from the date of this Accession Deed by the terms
      of the Facility Agreement and the other Finance Documents as an Additional
      Guarantor pursuant to Clause 28.2 (Additional Guarantors)
      of the Facility Agreement.  [Subsidiary] is a
      company duly incorporated under the laws of [name of relevant
      jurisdiction] and is a limited liability company and registered
      number [●].]

              


      

      


      [OR]

      


      [[Additional Lender] agrees to
become an Additional Lender on and from the date of this Accession Deed and to
be bound on and from the date of this Accession Deed by the terms of the
Facility Agreement and the other Finance Documents as an Additional Lender with
a Commitment of CZK [●].]

      


      
        	
                3.

              	
                [Subsidiary’s]/[Additional
      Lender’s] administrative
      details for the purposes of the Facility Agreement are as
      follows:

              


      

      


      Address:

      


      Fax
No.:

      


      Attention:

      


      
        	
                4.

              	
                This
      Accession Deed (and any non-contractual matters arising in connection with
      this Agreement) is governed by English
law.

              


      

      


      THIS ACCESSION DEED has been
[signed on behalf of the Parent and] executed as a deed by [[Subsidiary] [Additional Lender]] and is
delivered on the date stated above.


      
        
           


        

        
          166

          
            

          

        

        
           


        

      


      [Subsidiary]

      


      
        	
                [EXECUTED
      AS A DEED

              	
                )

              


      

      


      
        	
                By:  [Subsidiary][Additional
      Lender]

              	
                )

              


      

      


      
        	
                ____________________________

              	
                Director

              


      

      


      
        	
                ____________________________

              	
                Director/Secretary

              


      

      


      
        OR

      

      


      
        	
                [EXECUTED
      AS A DEED

              	
                )

              


      

      


      
        	
                 
      

              	
                By:  [Subsidiary]

              


      

      


      
        	
                ____________________________

              	
                Signature
      of Director

              


      

      


      
        	
                ____________________________

              	
                Name
      of Director

              


      

      


      
        in the
presence of:

      

      


      
        	
                ____________________________

              	
                Signature
      of witness

              


      

      


      
        	
                ____________________________

              	
                Name
      of witness

              


      

      


      
        	
                ____________________________

              	
                Address
      of witness

              


      

      


      
        	
                ____________________________

              	 


      

      


      
        	
                ____________________________

              	 


      

      


      
        	
                ____________________________

              	 


      

      


      
        	
                ____________________________

              	
                Occupation
      of witness]

              


      

      


      
        [The
Parent][The Borrower]

      

      


      
        	
                ____________________________

              	
                [Parent][Borrower]

              


      

      


      By:


      
        
           


        

        
          167

          
            

          

        

        
           


        

      


      SCHEDULE
8

       

      FORM
OF COMPLIANCE CERTIFICATE

       

      
        	
                To:

              	
                [●]
      as Facility Agent

              


      

      


      
        	
                From:

              	
                CET
      21 spol.s r.o.

              


      

      


      Dated:

      


      Dear
Sirs

      


      CET
21 spol.s r.o. – Up to 3,000,000,000 Term Facility Agreement

      dated
[●] (the “Facility Agreement”)

      


      
        	
                1.

              	
                We
      refer to the Facility Agreement.  This is a Compliance
      Certificate.  Terms defined in the Facility Agreement have the
      same meaning when used in this Compliance Certificate unless given a
      different meaning in this Compliance
  Certificate.

              


      

      


      
        	
                2.

              	
                We
      confirm that:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Cashflow
      Cover is [●].

              


      

      


      (b)           Interest
Cover is [●].

      


      (c)           Senior
Secured Leverage is [●].

      


      
        	
                3.

              	
                We
      confirm that no Default is
continuing.*

              


      

      


      


      
        	
                Signed

              	 	
                .......................

              	 	
                ..........................

              
	 
      	 	
                Executive
      of CET 21 spol.s r.o.

              	 	
                Executive
      of CET 21 spol.s r.o

              


      

      


      


      NOTES:

      


      
        	
                *

              	
                If
      this statement cannot be made, the certificate should identify any Default
      that is continuing and the steps, if any, being taken to remedy
      it.

              


      


      
        
           


        

        
          168

          
            

          

        

        
           


        

      


      SCHEDULE
9

       

      LMA
FORM OF CONFIDENTIALITY UNDERTAKING

      


      [Letterhead
of Lender]

      


      To:

      


      
        	
                 
      

                 

                 

              	
                [insert
      name of Lender/potential Lender]

              


      

      


      


      Re:           The Facility

      


      
        	
                Borrower:  CET
      21, spol. s r.o.

                 

                Amount:  CZK
      2,500,000,000

                 

                Agent:
      Česká spořitelna, a.s.

                 

              	 


      

      


      


      Dear
Sirs

      


      Terms
used in this letter shall have the same meaning as given to them in the
Agreement unless otherwise stated herein. [In connection with your proposed
acquisition of an interest in the Facility by way of
[assignment/transfer/sub-participation], by your signature of a copy of this
letter you agree as follows:

      


      
        	
                1.

              	
                Confidentiality
      Undertaking.  You
undertake:

              


      

      


      
        	
                 
      

              	
                1.

              	
                To
      keep the Confidential Information confidential and not to disclose it to
      anyone except as provided for by paragraph 2 below and to ensure that
      the Confidential Information is protected with security measures and a
      degree of care that would apply to your own confidential
      information;

              


      

      


      
        	
                 
      

              	
                2.

              	
                to
      keep confidential and not disclose to anyone the fact that the
      Confidential Information has been made available or that discussions or
      negotiations are taking place or have taken place between us in connection
      with the Facility;

              


      

      


      
        	
                 
      

              	
                3.

              	
                to
      use the Confidential Information only for the Permitted
      Purpose;

              


      

      


      
        	
                 
      

              	
                4.

              	
                to
      use all reasonable endeavours to ensure that any person to whom you pass
      any Confidential Information (unless disclosed under paragraph 2
      below) acknowledges and complies with the provisions of this letter as if
      that person were also a party to it;
and

              


      


      
        
           


        

        
          169

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                5.

              	
                save
      as where otherwise permitted under the Agreement, not to make enquiries of
      any member of the Group or any of their officers, directors, employees or
      professional advisers relating directly or indirectly to the
      Facility.

              


      

      


      
        	
                2.

              	
                Permitted
      Disclosure.  We agree that you may disclose Confidential
      Information:

              


      

      


      
        	
                 
      

              	
                1.

              	
                to
      any of your Affiliates and their officers, directors, employees and
      professional advisers to the extent necessary for the Permitted Purpose
      and to any auditors of you and your
Affiliates;

              


      

      


      
        	
                 
      

              	
                2.

              	
                (i) where
      requested or required by any court of competent jurisdiction or any
      competent judicial, governmental, supervisory or regulatory body,
      (ii) where required by the rules of any stock exchange on which the
      shares or other securities of you and/or your Affiliates are listed or
      (iii) where required by the laws or regulations of any country with
      jurisdiction over the affairs of you and/or your Affiliates;
      or

              


      

      


      
        	
                 
      

              	
                3.

              	
                with
      the prior written consent of us and the
  Borrower.

              


      

      


      
        	
                3.

              	
                Notification of Required or
      Unauthorised Disclosure.  You agree (to the
      extent permitted by law) to inform us of the full circumstances of any
      disclosure under paragraph 2 or upon becoming aware that Confidential
      Information has been disclosed in breach of this
  letter.

              


      

      


      
        	
                4.

              	
                Return of
      Copies.  If we so request in writing, you shall return
      all Confidential Information supplied to you by us and destroy or
      permanently erase all copies of Confidential Information made by you and
      use all reasonable endeavours to ensure that anyone to whom you have
      supplied any Confidential Information destroys or permanently erases such
      Confidential Information and any copies made by them, in each case save to
      the extent that you or the recipients are required to retain any such
      Confidential Information by any applicable law, rule or regulation or by
      any competent judicial, governmental, supervisory or regulatory body or in
      accordance with internal policy, or where the Confidential Information has
      been disclosed under paragraph 2
above.

              


      

      


      
        	
                5.

              	
                Continuing
      Obligations.  The obligations in this letter are
      continuing and, in particular, shall survive the termination of any
      discussions or negotiations between you and us.  Notwithstanding
      the previous sentence, the obligations in this letter [which have been
      entered into by you in connection with your proposed acquisition of an
      interest by way of assignment/transfer/sub-participation shall cease if
      you become a party to or otherwise acquire (by assignment, transfer or sub
      participation) an interest, direct or indirect in the Facility or] twelve
      months after you have returned all Confidential Information supplied to
      you by us and destroyed or permanently erased all copies of Confidential
      Information made by you (other than any such Confidential Information or
      copies which have been disclosed under paragraph 2 above (other than
      sub-paragraph 2.1) or which, pursuant to paragraph 4 above, are not
      required to be returned or
destroyed).

              


      


      
        
           


        

        
          170

          
            

          

        

        
           


        

      


      
        	
                6.

              	
                No Representation; Consequences of Breach,
      etc.  You acknowledge and agree
  that:

              


      

      


      
        	
                 
      

              	
                1.

              	
                neither
      we nor any of our officers, employees or advisers (i) make any
      representation or warranty, express or implied, as to, or assume any
      responsibility for, the accuracy, reliability or completeness of any of
      the Confidential Information or any other information supplied by us or
      any member of the Group or the assumptions on which it is based or
      (ii) shall be under any obligation to update or correct any
      inaccuracy in the Confidential Information or any other information
      supplied by us or any member of the Group or be otherwise liable to you or
      any other person in respect to the Confidential Information or any such
      information; and

              


      

      


      
        	
                 
      

              	
                2.

              	
                we
      or members of the Group may be irreparably harmed by the breach of the
      terms of this letter and damages may not be an adequate remedy; each of
      our officers, employees or advisors or member of the Group may be granted
      an injunction or specific performance for any threatened or actual breach
      of the provisions of this letter by
you.

              


      

      


      
        	
                7.

              	
                No Waiver; Amendments,
      etc.  This letter sets out the full extent of your
      obligations of confidentiality owed to us in relation to the information
      the subject of this letter.  No failure or delay in exercising
      any right, power or privilege under this letter will operate as a waiver
      thereof nor will any single or partial exercise of any right, power or
      privilege preclude any further exercise thereof or the exercise of any
      other right, power or privileges under this letter.  The terms
      of this letter and your obligations under this letter may only be amended
      or modified by written agreement between
us.

              


      

      


      
        	
                8.

              	
                Inside
      Information.  You acknowledge that some or all of the
      Confidential Information is or may be price-sensitive information and that
      the use of such information may be regulated or prohibited by applicable
      legislation relating to insider dealing and you undertake not to use any
      Confidential Information for any unlawful
  purpose.

              


      

      


      
        	
                9.

              	
                Nature of
      Undertakings.  The undertakings given by you under this
      letter are given to us and (without implying any fiduciary
      obligations on our part) are also given for the benefit of the Borrower
      and each other member of the Group.

              


      

      


      
        	
                10.

              	
                Third party rights.
       Subject to
      paragraph 6 and paragraph 9 the terms of this letter may be
      enforced and relied upon only by you and us and the operation of the
      Contracts (Rights of Third Parties) Act 1999 is
    excluded.

              


      

      


      
        	
                11.

              	
                Governing Law and
      Jurisdiction.  This letter (including the agreement
      constituted by your acknowledgement of its terms) shall be governed by and
      construed in accordance with the laws of England and the parties submit to
      the non-exclusive jurisdiction of the English
  courts.

              


      

      


      
        	
                12.

              	
                Definitions.  In
      this letter (including the acknowledgement set out
  below):

              


      

      


      “Confidential Information”
means any information relating to the Borrower, the Group, and the Facility
provided to you by us or any of our affiliates or advisers, in whatever form,
and includes information given orally and any document, electronic file or any
other way of representing or recording information which contains or is derived
or copied from such information but excludes information that (a) is or
becomes public knowledge other than as a direct or indirect result of any breach
of this letter or (b) is known by you before the date the information is
disclosed to you by us or any of our affiliates or advisers or is lawfully
obtained by you after that date, other than from a source which is connected
with the Group and which, in either case, as far as you are aware, has not been
obtained in violation of, and is not otherwise subject to, any obligation of
confidentiality;


      
        
           


        

        
          171

          
            

          

        

        
           


        

      


      “Permitted Purpose” means the
general administration of the Facility in accordance with Clause 29.14
(Relationship with the
Lenders)) of the Agreement and any assignment, transfer or
sub-participation in accordance with paragraphs b(i)
through  paragraph b(iv) of Clause 39.2 (Disclosure of Confidential
information) of the Agreement.

      


      Please
acknowledge your agreement to the above by signing and returning the enclosed
copy.

      


      Yours
faithfully

      


      ...................................

      


      For and
on behalf of

      


      [Lender]

      


      
        	
                To:

              	
                [Lender]

              


      

      


      We
acknowledge and agree to the above:

      


      ...................................

      


      For and
on behalf of

      


      [potential
Lender]


      
        
           


        

        
          172

          
            

          

        

        
           


        

      


      SCHEDULE
10

       

      TIMETABLES

       

      
        	
                Delivery
      of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation
      Request))

              	 	
                U-3

                 

                9.30 am

                 

              
	
                PRIBOR
      is fixed

              	 	
                Quotation
      Day as of 11:00 a.m.

              


      

      


      
        	
                “U”

              	
                =

              	
                date
      of utilisation of a Loan

              


      

      


      
        	
                “U
      - X”

              	
                =

              	
                X
      Business Days prior to date of utilisation of a
  Loan

              


      

       

      
        
           


        

        
          173

          
            

          

        

        
           


        

      


      SCHEDULE
12



      EXISTING
SECURITY

      
 

      Pledge of
receivables owed to the Borrower under the Factoring Facility Agreement in
accordance with the Agreement on Pledge of Receivables No. ZP01/2644/05/LCD
between Česká
spořitelna, a.s. (“CSAS”), and the Borrower,
dated March 22, 2007, securing the obligations owed by the Borrower to CSAS
under (i) the CZK 1,200,000,000 facility agreement No. 2644/05/LCD dated 27
October 2005, as amended from time to time, and (ii) the CZK 250,000,000
facility agreement No. 2645/05/LCD dated 27 October 2005, as amended from time
to time, in each case made between the Borrower as borrower and CSAS as
lender.


      
        
           


        

        
          174

          
            

          

        

        
           


        

      


      SCHEDULE
13

       

      SUPPLEMENTARY
SECURITY AGENT PROVISIONS

      


      
        	
                1.

              	
                RIGHTS,
      DUTIES, POWERS, DISCRETIONS AND REMUNERATION OF THE SECURITY
      AGENT

              


      

      


      
        	
                (a)

              	
                The
      Security Agent shall have such rights, powers, authorities and discretions
      as are conferred on it by this Agreement and the Transaction Security
      Documents together with such rights, powers, authorities and discretions
      as are reasonably incidental thereto.  The Security Agent shall
      not be under any obligations other than those which are specifically
      provided for in this Agreement and/or any relevant Finance
      Document.

              


      

      


      
        	
                (b)

              	
                The
      Security Agent may, in its absolute discretion refrain from taking any (or
      any further) action or exercising any right, power, authority or
      discretion under or in respect of this Agreement or any Transaction
      Security Document until it has received instructions from the Facility
      Agent as to whether (and/or the way in which) such action, right, power,
      authority or discretion is to be taken or
  exercised.

              


      

      


      
        	
                (c)

              	
                The
      Security Agent shall not be required to take any action in accordance with
      any instructions from the Facility Agent and/or the Majority Lenders (as
      the case may be) in respect of this Agreement or any of the Transaction
      Security Documents unless it has been indemnified and/or secured to its
      satisfaction (in its absolute discretion) whether by way of payment in
      advance or otherwise, against all actions, proceedings, claims and demands
      to which it may render itself liable and all costs, charges, damages,
      expenses and liabilities which it may incur by so
  doing.

              


      

      


      
        	
                (d)

              	
                The
      Security Agent shall be entitled to such remuneration as it may from time
      to time agree with the Borrower and have approved by the Facility
      Agent.  The Security Agent shall not by virtue of receiving any
      such remuneration or other payment be deprived of any rights, powers,
      privileges or immunities which a gratuitous trustee would have had in
      relation to this Agreement or any of the Transaction Security
      Documents.

              


      

      


      
        	
                (e)

              	
                The
      Security Agent may, in the absence of any instructions to the contrary
      and/or any relevant contrary requirement contained in this Agreement, act
      or refrain from acting with respect to the exercise of any of its duties
      under this Agreement and/or any other Finance Document which in its
      absolute discretion it considers to be for the protection and benefit of
      all the Secured Parties.

              


      

      


      
        	
                (f)

              	
                Notwithstanding
      the provisions of paragraph 1(b) above, at any time after receipt by the
      Security Agent of notice from the Facility Agent informing the Security
      Agent that any Transaction Security has become enforceable and directing
      the Security Agent to exercise all or any of its rights, remedies, powers
      or discretions under any of this Agreement, any Transaction Security
      Document and/or any other Finance Document, the Security Agent may take or
      refrain from taking such action as in its sole discretion it thinks fit to
      enforce the Transaction Security.

              


      

      


      
        	
                (g)

              	
                Each
      Secured Party irrevocably authorises the Security Agent to exercise the
      rights and powers and discretions specifically given to the Security Agent
      under or in connection with the Finance Documents together with any other
      incidental rights, powers, authorities or
  discretions.

              


      


      
        
           


        

        
          175

          
            

          

        

        
           


        

      


      
        	
                (h)

              	
                The
      Security Agent may if it receives any instructions or directions from
      Agent or the Majority Lenders (as applicable) to take any action in
      relation to any Transaction Security, assume that all applicable
      conditions under the Transaction Security Documents for taking that action
      have been satisfied.

              


      

      


      
        	
                (i)

              	
                Notwithstanding
      anything to the contrary expressed or implied in any Finance Document the
      Security Agent shall not:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                be
      obliged to make any enquiry as to any default by any Obligor in the
      performance or observance of any provision of any of the Transaction
      Security Documents or as to whether any event or circumstance has occurred
      as a result of which any Transaction Security shall have or may become
      enforceable;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                be
      bound to account to any other Secured Party for any sum or the profit
      element of any sum received by it for its own
  account;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                be
      liable to any of the Secured Parties for any action taken or omitted under
      or in connection with any of the Transaction Security Documents unless
      caused by its fraud, gross negligence or wilful
  misconduct;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                have
      or be deemed to have any duty, obligation or responsibility to, or
      relationship of trust or agency with, any Obligor;
  or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                be
      obliged to take any action in relation to enforcing or perfecting any
      Security over any shares in a company registered or incorporated with
      unlimited liability.

              


      

      


      
        	
                (j)

              	
                Unless
      caused directly by its fraud or wilful misconduct, the Security Agent
      shall not accept responsibility or be liable
  for:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      losses to any person or any liability arising as a result of taking or
      refraining from taking any action in relation to any of the Transaction
      Security Documents or any Transaction Security or otherwise, whether in
      accordance with instructions from the Secured Parties or
      otherwise;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      exercise of, or the failure to exercise, any judgment, discretion or power
      given to it by or in connection with any of the Transaction Security
      Documents, any Transaction Security or any other agreement, arrangement or
      document entered into, made or executed in anticipation of, pursuant to or
      in connection therewith; or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                any
      shortfall which arises on the enforcement of any Transaction
      Security,

              


      

      


      and each
of the Secured Parties agrees that it will not assert or seek to assert against
any officer, employee or agent of the Security Agent any claim it might have
against any of them in respect of the matters referred to in this paragraph
1(j).  Any third party referred to in this paragraph 1(j) may enjoy
the benefit of, or enforce the terms of, this paragraph 1(j) in accordance with
the provisions of the Third Parties Act.


      
        
           


        

        
          176

          
            

          

        

        
           


        

      


      
        	
                (k) 

              	
                The
      Security Agent shall not be liable for any failure
  to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                require
      the deposit with it of any deed or document certifying, representing or
      constituting the title of any Obligor to any of the Charged
      Property;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                obtain
      any licence, consent or other authority for the execution, delivery,
      legality, validity, enforceability or admissibility in evidence of any of
      the Transaction Security Documents or the Transaction
      Security;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                register,
      file or record or otherwise protect any of the Transaction Security (or
      the priority of any of the Transaction Security) under any applicable laws
      in any jurisdiction or to give notice to any person of the execution of
      any of the Transaction Security Documents or of any Transaction
      Security;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                take,
      or to require any of the Obligors to take, any steps to perfect its title
      to any of the Charged Property or to render any Encumbrance created under
      and/or pursuant to the Transaction Security Documents effective or to
      secure the creation of any ancillary Security under the laws of any
      jurisdiction; or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                require
      any further assurances in relation to any of the Transaction Security
      Documents.

              


      

      


      
        	
                (l)

              	
                The
      Security Agent shall not be under any obligation to insure any of the
      Charged Property, to require any other person to maintain any insurance or
      to verify any obligation to arrange or maintain insurance contained in the
      Transaction Security Documents.  The Security Agent shall not be
      responsible for any loss which may be suffered by any person as a result
      of the lack of or inadequacy of any such insurance.  Where the
      Security Agent is named on any insurance policy as an insured party, it
      shall not be responsible for any loss which may be suffered by reason of,
      directly or indirectly, its failure to notify the insurers of any material
      fact relating to the risk assumed by such insurers or any other
      information of any kind, unless the Facility Agent shall have requested it
      to do so in writing and the Security Agent shall have failed to do so
      within fourteen days after receipt of that
  request.

              


      

      


      
        	
                (m)

              	
                The
      Security Agent shall, acting reasonably, be at liberty to place (at the
      cost of the Obligors) any of the Transaction Security Documents and any
      other documents or deeds relating to any Transaction Security in any safe
      custody selected by the Security Agent (acting reasonably) or with any
      financial institution, any company whose business includes the safe
      custody of documents or any firm of lawyers of good repute and the
      Security Agent shall not be responsible for, or required to insure
      against, any loss incurred in connection with that
  deposit.

              


      

      


      
        	
                (n)

              	
                The
      Security Agent shall be entitled to accept without enquiry, and shall not
      be obliged to investigate, such right and title as each of the Obligors
      may have to any of the Charged Property and shall not be liable for or
      bound to require any Obligor to remedy any defect in its right or
      title.

              


      

      


      
        	
                (o)

              	
                The
      Security Agent may refrain from doing anything which in its opinion will
      or may be contrary to any relevant law of any jurisdiction which would or
      might otherwise render it liable to any person, and the Security Agent may
      do anything which is, in its opinion, necessary to comply with any such
      law.

              


      


      
        
           


        

        
          177

          
            

          

        

        
           


        

      


      
        	
                (p)

              	
                In
      acting as agent and/or trustee (as the case may be) for the Secured
      Parties, the Security Agent shall be regarded as acting through its agency
      and/or trustee division which shall be treated as a separate entity from
      any of its other divisions or departments and any information received by
      any other division or department of the Security Agent may be treated as
      confidential and shall not be regarded as having been given to the
      Security Agent’s agency and/or trustee
division.

              


      

      


      
        	
                (q)

              	
                Any
      opinion, advice or information on which the Security Agent relies or
      intends to rely may be sent or communicated by letter, telex message,
      facsimile transmission, telephone or any other means.  The
      Security Agent shall not be liable for acting on any opinion, advice or
      information which is so conveyed, even if the opinion, advice or
      information contains some error or is not
  authentic.

              


      

      


      
        	
                (r)

              	
                The
      Security Agent may accept deposits from, lend money to or provide advisory
      or other services to or engage in any kind of banking or other business
      with any Party or a Subsidiary or associated company of any of them and
      may do so without any obligation to account to or disclose any such
      arrangements to any person, whether or not it may or does lead to a
      conflict with the interests of any other Party to this
      Agreement.  Similarly, the Security Agent may undertake business
      with or for third parties even though it may lead to a conflict with the
      interests of any Party to this
Agreement.

              


      

      


      
        	
                (s)

              	
                The
      Security Agent may exercise any of its rights, powers, authorities and
      discretions and perform any of its obligations under this Agreement or any
      of the Transaction Security Documents through its employees or through
      paid or unpaid agents, which may be corporations, partnerships or
      individuals (whether or not lawyers or other professional persons), and
      shall not be responsible for any misconduct or omission on the part of, or
      be bound to supervise the proceedings or acts of, any such employee or
      agent.  Any such agent which is engaged in any profession or
      business shall be entitled to charge and be paid all usual fees, expenses
      and other charges for its services.

              


      

      


      
        	
                (t)

              	
                The
      Security Agent may at any time and from time to time delegate, whether by
      power of attorney or otherwise, to any persons all or any of its rights,
      powers, authorities and discretions and the rights, powers, authorities
      and discretions which are for the time being exercisable by the Security
      Agent under any of the Transaction Security Documents.  Any such
      delegation may be made upon such terms and conditions (including the power
      to sub delegate with the consent of the Security Agent) as the Security
      Agent may think fit.  The Security Agent shall not be in any way
      liable or responsible to any Party or any other person for any loss or
      damage arising from any act, default, omission or misconduct on the part
      of any such delegate or sub
delegate.

              


      

      


      
        	
                (u)

              	
                The
      Security Agent may at any time appoint (and subsequently remove) any
      person to act as a separate trustee or as a co-trustee jointly with it (a)
      if it considers such appointment to be in the interests of the Secured
      Parties or (b) for the purposes of conforming to any legal requirements,
      restrictions or conditions which the Security Agent deems to be relevant
      or (c) for obtaining or enforcing any judgment in any jurisdiction, and
      the Security Agent shall give prior notice to the Borrower and the
      Facility Agent of any such appointment.  Any person so appointed
      (subject to the terms of this Agreement) shall have such rights, powers
      and discretions (not exceeding those conferred on the Security Agent by
      this Agreement) and such duties and obligations as are conferred or
      imposed by the instrument of appointment.  The remuneration the
      Security Agent may pay to any such person, and any costs and expenses
      incurred by such person in performing its functions pursuant to that
      appointment shall, for the purposes of this Agreement, be treated as costs
      and expenses incurred by the Security
Agent.

              


      


      
        
           


        

        
          178

          
            

          

        

        
           


        

      


      
        	
                (v)

              	
                The
      Security Agent and every Receiver, Delegate, sub delegate, attorney, agent
      or other person appointed under this Agreement or any of the Transaction
      Security Documents may indemnify itself out of the Charged Property
      against all proceedings, claims and demands which may be made or taken
      against it and all costs, charges, damages, expenses and liabilities which
      it may suffer or incur unless suffered or incurred by reason of its own
      gross negligence or wilful
misconduct.

              


      

      


      
        	
                (w)

              	
                The
      Security Agent shall not have any duty to ensure that any payment or other
      financial benefit in respect of any of the Charged Property is duly and
      punctually paid, received or collected as and when the same becomes due
      and payable or to procure that the correct amounts (if any) are paid or
      received or to ensure the taking up of any (or any offer of any) stocks,
      shares, rights, moneys or other property paid, distributed, accrued or
      offered at any time by way of interest, dividend, redemption, bonus,
      rights, preference, option, warrant or otherwise on, or in respect of or
      in substitution for any of the Charged
Property.

              


      

      


      
        	
                (x)

              	
                Any
      consent given by the Security Agent for the purposes of this Agreement may
      be given on such terms and subject to such conditions (if any) as the
      Security Agent may require.

              


      

      


      
        	
                (y)

              	
                Nothing
      contained in this Agreement shall require the Security Agent to expend or
      risk its own funds or otherwise incur any financial liability in the
      performance of its duties or the exercise of any right, power, authority
      or discretion hereunder if it has grounds for believing the repayment of
      such funds or adequate indemnity against, or security for, such risk or
      liability is not reasonably assured to
it.

              


      

      


      
        	
                (z)

              	
                The
      Security Agent, as between itself and the other Parties, shall have full
      power to determine all questions and doubts arising in relation to the
      provisions of this Schedule or any Transaction Security Document and any
      such determination shall in the absence of manifest error, be conclusive
      and binding on the Parties.

              


      

      


      
        	
                (aa)

              	
                Nothing
      in this Agreement (other than express terms to the contrary in this
      Agreement) shall limit the ability of the Security Agent to exercise any
      rights, powers and discretions it may have in its capacity as a Secured
      Party.

              


      

      


      2.           
APPLICATION OF PROCEEDS

      


      2.1           Order
of Application

      


      All
amounts from time to time received or recovered by the Security Agent in
connection with the realisation or enforcement of all or any part of the
Transaction Security shall be held by the Security Agent as agent and trustee to
apply them promptly to the extent permitted by applicable law, in the following
order of priority:


      
        
           


        

        
          179

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                first,
      in or towards payment of amounts payable (including interest thereon
      provided for under any of the Finance Documents) to the Security Agent,
      any Receiver and/or any Delegate (in each case, including any receiver,
      administrator, delegate, adviser, agent or co-trustee appointed by any of
      them) under any of the Finance
Documents;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                second,
      in or towards payment of unpaid costs and expenses incurred by or on
      behalf of any of the Finance Parties (other than the Security Agent) in
      connection with the realisation or enforcement of the Transaction
      Security;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                third,
      in payment to the Facility Agent (for itself and the other Finance
      Parties) for application pro rata in the same order of priority between
      all of the Secured Parties, in and towards discharge of each unpaid and
      outstanding obligation, sum or liability of the Obligors, any member of
      the Parent Group or any one of more of them to any Finance Party under or
      in connection with any of the Finance Documents (whether in respect of
      principal, interest or any other sum and including any amount which would
      constitute such a liability but for any discharge, non-provability,
      unenforceability or non-allowability of the same in insolvency or other
      proceedings);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                fourth,
      if none of the Obligors is under any further actual or contingent
      liability under any Finance Document, in payment of the balance, if any,
      to any person to whom the Security Agent is obliged to pay in priority to
      any Obligor; and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                fifth,
      the balance, if any, in payment to the relevant
  Obligor,

              


      

      


      and
pending such application, once received by the Security Agent, such amounts
shall be held on trust by the Security Agent for the persons entitled in
them.

      


      
        	
                2.2 

              	
                Investment
      of Proceeds

              


      

      


      Prior to
the application of the proceeds of the applicable Transaction Security in
accordance with paragraph 2.1 (Order of Application) the
Security Agent may, at its discretion, hold all or part of those proceeds in an
interest bearing suspense or impersonal account(s) in the name of the Security
Agent with such financial institution (including itself) for so long as the
Security Agent shall think fit (acting reasonably) (the interest being credited
to the relevant account) pending the application from time to time of those
monies in accordance with the provisions of this Paragraph 2 (Application of
Proceeds).

      


      
        	
                2.3 

              	
                Currency
      Conversion

              


      

      


      For the
purpose of or pending the discharge of any of the Secured Obligations the
Security Agent may convert any moneys received or recovered by the Security
Agent from one currency to another, at the spot rate at which the Security Agent
is able to purchase the currency in which the Secured Obligations are due with
the amount received.

      


      
        	
                2.4 

              	
                Permitted
      Deductions

              


      

      


      The
Security Agent shall be entitled (a) to set aside by way of reserve amounts
required to meet, and (b) to make and pay, any deductions and withholdings (on
account of Taxes or otherwise), which it is or may be required by any applicable
law to make from any distribution or payment made by it under this Agreement,
and to pay all Taxes which may be assessed against it in respect of any of the
Charged Property, or as a consequence of performing its duties, or by virtue of
its capacity as Security Agent under any Finance Document or otherwise (other
than in connection with its remuneration for performing its duties under the
Finance Documents).


      
        
           


        

        
          180

          
            

          

        

        
           


        

      


      
        	
                2.5 

              	
                Discharge
      of Secured Obligations

              


      

      


      Any
payment to be made in respect of the Secured Obligations by the Security Agent
may be made to the Facility Agent (on behalf of the Secured Parties) and any
payment so made shall be a good discharge to the extent of such payment, to the
Security Agent.

      


      
        	
                2.6 

              	
                Clawback

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      any Secured Party has received an amount as a result of the enforcement of
      any Transaction Security and the Security Agent on its behalf is
      subsequently required to pay that amount (a “Clawback Amount”) to a
      liquidator (or any other party) pursuant to a court order, that Secured
      Party will immediately pay an amount equal to such Clawback Amount to the
      Security Agent for payment to the liquidator (or other relevant
      party).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      Secured Party that has received a Clawback Amount shall indemnify the
      Security Agent against any and all costs, claims, losses, expenses
      (including legal fees) and liabilities together with any VAT thereon which
      the Security Agent may incur with respect to that Clawback Amount
      otherwise than by reason of the Security Agent’s own gross negligence or
      wilful misconduct.

              


      

      


      
        	
                2.7 

              	
                Sums
      received by Obligors

              


      

      


      If any of
the Obligors receives any sum which, pursuant to any Finance Document, should
have been paid to the Security Agent, that sum shall (to the extent legally
possible) be held by that Obligor on trust for the Secured Parties and shall
promptly be paid to the Security Agent for application in accordance with this
Paragraph 2 (Application of
Proceeds).

      


      
        	
                2.8 

              	
                Non
      cash Distributions

              


      

      


      If the
Security Agent receives any distribution otherwise than in cash in respect of
any of the Secured Obligations, the Security Agent may realise such
distributions as it sees fit and shall apply the proceeds of such realisation in
accordance with paragraph 2.1 (Order of
Application).

      


      
        	
                2.9 

              	
                Certificates

              


      

      


      The
Security Agent may (in the absence of manifest error) rely on any certificate
made or given by the Facility Agent as to the existence and amount of any
Secured Obligation.


      
        
           


        

        
          181

          
            

          

        

        
           


        

      


      
        	
                2.10

              	
                Preservation
      of Liabilities

              


      

      


      
         
None of
the Secured Obligations shall be deemed reduced:

      

      


      
        	
                 
      

              	
                (a)

              	
                by
      the receipt of any amount by any Finance Party, if and to the extent that,
      by virtue of the operation of this Agreement, such amount is required to
      be paid over to (and pending such payment held upon trust for) the
      Security Agent for application and distribution pursuant to the terms
      hereof; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                by
      the receipt of any amount by the Security Agent pursuant to the terms of
      this Agreement for application pursuant to the terms
    hereof,

              


      

      


      unless
and until such amount is actually applied and distributed by the Security Agent
pursuant to and in accordance with  Paragraph 2.1 (Order of
Application).

      


      
        	
                2.11

              	
                Obligors’
      Waiver

              


      

      


      Each of
the Obligors hereby waives, to the fullest extent permitted under applicable
law, all rights it may otherwise have to require that any Transaction Security
be enforced in any particular order or manner or at any particular time or that
any sum received or recovered from any person, or by virtue of the enforcement
of any of any Transaction Security or any other encumbrance, which is capable of
being applied in or towards discharge of any of the Secured Obligations is so
applied other than in accordance with this Agreement.

      


      
        	
                3.

              	
                ENFORCEMENT
      OF SECURITY

              


      

      


      
        	
                3.1

              	
                The
      Security Agent shall act in relation to the Transaction Security Documents
      in accordance with the instructions of the Majority
    Lenders.

              


      

      


      
        	
                3.2

              	
                A
      Finance Party shall not be responsible to any other Finance Party with
      respect to any instructions given or not given to the Security Agent in
      relation to or in connection with any of the Transaction Security
      Documents, provided in each case such Finance Party acts in good faith and
      in accordance with their obligations under this Agreement and the
      applicable Finance Documents.

              


      

      


      
        	
                3.3

              	
                If
      any assets are to be sold or otherwise disposed of by or on behalf of the
      Security Agent (or by an Obligor at the request of the Security Agent),
      either as a result of the enforcement of the Transaction Security or a
      disposal by an Obligor after any enforcement action, the Security Agent
      may (at the cost of the Obligors) release the relevant assets from the
      Security and may enter into, on behalf of, and without the need for any
      further consent or authority from, any other
  Party:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                any
      release of the Transaction Security or any other claim over that asset
      (including any claim of contribution or subrogation by any other Obligor)
      and to issue any certificate of non crystallisation of any floating charge
      that may, in the absolute discretion of the Security Agent, be considered
      necessary or desirable;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      the asset disposed of consists of all of the shares (being shares held by
      an Obligor) in the share capital of an Obligor or any Holding Company of
      an Obligor, any release of that Obligor or Holding Company or any of its
      Subsidiaries from any liabilities it may have to any Finance Party or
      other Obligor, whether actual or contingent, in its capacity as a
      guarantor or borrower; or

              


      


      
        
           


        

        
          182

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                if
      the asset disposed of consists of all of the shares in the share capital
      of an Obligor or any holding company of that Obligor and if the Security
      Agent wishes to sell, transfer, assign or otherwise dispose of any
      intercompany loans, receivables or other liabilities owed by or to that
      Obligor, any agreement to dispose of all or any part of those intercompany
      loans, receivables or other liabilities on behalf of the relevant Finance
      Party and Obligors (with the proceeds thereof being applied as if they
      were the proceeds of enforcement of the Transaction
    Security).

              


      

      


      
        	
                3.4

              	
                Each
      Finance Party hereby undertakes in favour of the Security Agent to execute
      any releases or other documents and take any action which the Security
      Agent may reasonably require in order to give effect to the provisions of
      this Paragraph 3 (Enforcement of
      Security), provided that any such release, document or action shall
      be without representation or warranty from, or recourse to, any other
      Finance Party.

              


      

      


      
        	
                3.5

              	
                The
      release of any member of the Parent Group as contemplated in this
      Paragraph 3 (Enforcement
      of Security) will not affect or otherwise reduce the obligations
      and/or liabilities of any other member of the Parent Group to any of the
      Finance Parties.

              


      

      


      
        	
                4.

              	
                AMENDMENTS
      TO TRANSACTION SECURITY DOCUMENTS

              


      

      


      
        	
                4.1

              	
                Any
      provision of a Transaction Security Document may be amended or waived by
      the written agreement of the relevant Obligor(s) and the Security Agent
      (acting pursuant to Paragraph 4.2
below).

              


      

      


      
        	
                4.2

              	
                In
      agreeing to amend, release or waive the provisions of any Transaction
      Security Document, the Security Agent shall act (unless otherwise provided
      in this Agreement) in accordance with the instructions
  of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                each
      Lender affected thereby, if within the circumstances envisaged by Clause
      38.2 (Exceptions);
      or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Majority Lenders.

              


      

      


      
        	
                5.

              	
                SECURED
      PARTIES’ INFORMATION

              


      

      


      The
Secured Parties shall furnish to the Facility Agent, for transmission to the
Security Agent, such information as the Security Agent may reasonably specify
(through the Facility Agent) as being necessary or desirable to enable the
Security Agent to perform its functions as trustee or agent (as
applicable).

      


      
        	
                6. 

              	
                WINDING-UP
      OF TRUST AND PERPETUITY PERIOD

              


      

      


      
        	
                6.1 

              	
                Winding
      up of Trust

              


      

      


      If the
Security Agent, with the approval of the Secured Parties, determines that (a)
all of the Secured Obligations and all other obligations secured by any of the
Security Documents have been fully and finally discharged and (b) none of the
Secured Parties are under any commitment, obligation or liability (whether
actual or contingent) to make advances or provide other financial accommodation
to any Obligor and/or any member of the Parent Group (as applicable) pursuant to
the Finance Documents the trusts set out in this Agreement shall be wound
up.  At that time the Security Agent shall (at the Obligor’s cost and
expense) release, without recourse or warranty, any Transaction Security then
held by it and the rights of the Security Agent under each of the Transaction
Security Documents.


      
        
           


        

        
          183

          
            

          

        

        
           


        

      


      
        	
                6.2 

              	
                Perpetuity
      Period

              


      

      


      The
perpetuity period under the rule against perpetuities, if applicable to this
Agreement, shall be the period of eighty years from the date of this
Agreement.

      


      
        	
                7. 

              	
                CONFLICT
      WITH TRANSACTION SECURITY DOCUMENTS

              


      

      


      If there
is any conflict between the provisions of this Agreement and any Transaction
Security Documents with regard to instructions to or other matters affecting the
Security Agent, this Agreement will prevail.


      
        
           


        

        
          184

          
            

          

        

        
           


        

      


      SIGNATURES


      


      THE
BORROWER

      


      CET
21, spol. s r.o.

      


      
        	
                /s/ Petr Dvorak

              	 
      	
                /s/ Milan Cimirot

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                Ing.
      Petr Dvořák

              	 
      	
                By:

              	
                Milan
      Cimirot

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                Statutory
      Executive

              	 
      	
                Title:

              	
                Statutory
      Executive

              


      

      


      
        	
                Address:

              	
                Prague 5, Kříženeckého
      nám. 1078/5, Post Code 152 00, Czech
  Republic

              


      

      
        	
                Attention:

              	
                Mr.
      Milan Cimirot, Statutory Executive

              


      

      
        	
                Fax:

              	
                +420
      233 100 143

              


      

      


      
        With a
copy to:

      

      


      
        CME Media
Services Limited

      

      


      
        	
                Address:

              	
                Prague 5, Kříženeckého
      nám. 1078/5, Post Code 152 00, Czech
  Republic

              


      

      
        	
                Attn:

              	
                Treasury
      Department

              


      

      
        	
                Fax:

              	
                +420
      242 466 010

              


      


      
        
           


        

        
          S -
1

          
            

          

        

        
           


        

      


      
        THE
ORIGINAL GUARANTORS

      

      


      Central
European Media Enterprises Ltd.

      


      


      
        	
                By:

              	
                /s/ Charles
      Frank

              


      

      


      
        	
                Title:

              	
                Chief
      Financial Officer

              


      

      


      
        	
                Address:

              	
                Mintflower
      Place

              


      

      4th
Floor

      8
Par-La-Ville Road

      Hamilton

      Bermuda

      
        	
                Attn:

              	
                Assistant
      Secretary

              


      

      
        	
                Fax:

              	
                + 1
      441 295 0992

              


      

      


      With a
copy to:

      


      CME
Development Corporation

      52
Charles Street

      London
W1J 5EU

      Attn:
Legal Department

      Fax: +44
207 127 5801


      
        
           


        

        
          S -
2

          
            

          

        

        
           


        

      


      CME
Media Enterprises B.V.

      


      


      
        	
                By:

              	
                /s/ Alphons van
      Spaendonck

              	
                /s/ Henk van
      Wijlen

              


      

      


      
        	
                Title:

              	
                Managing
      Director

              	
                On
      behalf of Pan-Invest B.V.

              


      

      Managing
Director

      


      
        	
                Address:

              	
                Dam
      5B

              


      

      1012 JS
Amsterdam

      The
Netherlands

      
        	
                Attn:

              	
                Finance
      Officer

              


      

      
        	
                Fax:

              	
                +312
      042 31404

              


      

      


       

      With a
copy to:

      


      CME
Development Corporation

      52
Charles Street

      London
W1J 5EU

      Attn:
Legal Department

      Fax: +44
207 127 5801


      
        
           


        

        
          S -
3

          
            

          

        

        
           


        

      


      CME
Romania B.V.

      


      


      
        	
                By:

              	
                /s/ Alphons van
      Spaendonck

              	
                /s/ Henk van
      Wijlen

              


      

      


      
        	
                Title:

              	
                Managing
      Director

              	
                On
      behalf of Pan-Invest B.V.

              


      

      Managing
Director

      


      
        	
                Address:

              	
                Dam
      5B

              


      

      1012 JS
Amsterdam

      The
Netherlands

      
        	
                Attn:

              	
                Finance
      Officer

              


      

      
        	
                Fax:

              	
                +312
      042 31404

              


      

      


       

      With a
copy to:

      


      CME
Development Corporation

      52
Charles Street

      London
W1J 5EU

      Attn:
Legal Department

      Fax: +44
207 127 5801


      
        
           


        

        
          S -
4

          
            

          

        

        
           


        

      


      CME
Slovak Holdings B.V.

      


      


      
        	
                By:

              	
                /s/ Alphons van
      Spaendonck

              	
                /s/ Henk van
      Wijlen

              


      

      


      
        	
                Title:

              	
                Managing
      Director

              	
                On
      behalf of Pan-Invest B.V.

              


      

      Managing
Director

      


      
        	
                Address:

              	
                Dam
      5B

              


      

      1012 JS
Amsterdam

      The
Netherlands

      
        	
                Attn:

              	
                Finance
      Officer

              


      

      
        	
                Fax:

              	
                +312
      042 31404

              


      

      


       

      With a
copy to:

      


      CME
Development Corporation

      52
Charles Street

      London
W1J 5EU

      Attn:
Legal Department

      Fax: +44
207 127 5801


      
        
           


        

        
          S -
5

          
            

          

        

        
           


        

      


      MARKÍZA
- SLOVAKIA, spol. s r.o.

      


      


      
        	
                /s/ Václav
      Mika

              	 
      	
                /s/ Radka Doehring

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                Václav
      Mika

              	 
      	
                By:

              	
                Radka
      Doehring

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                Executive

              	 
      	
                Title:

              	
                Executive

              


      

      


      
        	
                Address:

              	
                Bratislavská
      1/a

              


      

      843 56
Bratislava – Záhorská Bystrica

      Slovak
Republic

      
        	
                Attn:

              	
                Finance
      Director

              


      

      
        	
                Fax:

              	
                +421
      2 6595 6829

              


      

      


      With a
copy to:

      


      CME
Development Corporation

      52
Charles Street

      London
W1J 5EU

      Attn:
Legal Department

      Fax: +44
207 127 5801


      
        
           


        

        
          S -
6

          
            

          

        

        
           


        

      


      THE
ARRANGER

      


      ERSTE
GROUP BANK AG

      


      


      
        	
                /s/ Harold Mueller

              	 
      	
                /s/ Sergiy Loban

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                Harald
      Mueller

              	 
      	
                By:

              	
                Sergiy
      Loban

              
	
                Title:

              	
                Head
      of Structuring & Credit Markets

              	 
      	
                Title:

              	
                Senior
      Manager

              
	 
      	 
      	 
      	 
      	
                Loan
      Syndication & Corporate
Solutions

              


      

      


      


      
        	
                Address:

              	
                Václavské
      náměstí 16, 110 00 Prague 1, Czech
Republic

              


      

      


      
        	
                Fax:

              	
                +420
      224 402 560

              


      

      


      
        	
                Attention:

              	
                Corporate
      and Acquisition Finance Praha

              


      


      
        
           


        

        
          S -
7

          
            

          

        

        
           


        

      


      THE
FACILITY AGENT

      


      Česká
spořitelna, a.s.

      


      


      
        	
                /s/ František Havrda

              	 
      	
                /s/ Václav Šnýdr

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                František
      Havrda

              	 
      	
                By:

              	
                Václav
      Šnýdr

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                Authorised
      Signatory

              	 
      	
                Title:

              	
                Authorised
      Signatory

              


      

      


      


      
        	
                Address:

              	
                Prague
      6, Evropská 2690/17, Post Code: 160 00, Czech
  Republic

              


      

      


      
        	
                Fax:

              	
                +420
      224 641 080

              


      

      


      
        	
                Attention:

              	
                Václav
      Šnýdr/František Havrda

              


      

      


      


      THE
SECURITY AGENT

      


      Česká
spořitelna, a.s.

      


      


      
        	
                /s/ František Havrda

              	 
      	
                /s/ Václav Šnýdr

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                František
      Havrda

              	 
      	
                By:

              	
                Václav
      Šnýdr

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                Authorised
      Signatory

              	 
      	
                Title:

              	
                Authorised
      Signatory

              


      

      


      


      
        	
                Address:

              	
                Prague
      6, Evropská 2690/17, Post Code: 160 00, Czech
  Republic

              


      

      


      
        	
                Fax:

              	
                +420
      224 641 080

              


      

      


      
        	
                Attention:

              	
                Václav
      Šnýdr/František Havrda

              


      


      
        
           


        

        
          S -
8

          
            

          

        

        
           


        

      


      THE
ORIGINAL LENDERS

      


      Česká
spořitelna, a.s.

      


      


      
        	
                /s/ František Havrda

              	 
      	
                /s/ Václav Šnýdr

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                František
      Havrda

              	 
      	
                By:

              	
                Václav
      Šnýdr

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                Authorised
      Signatory

              	 
      	
                Title:

              	
                Authorised
      Signatory

              


      

      


      


      
        	
                Address:

              	
                Prague
      6, Evropská 2690/17, Post Code: 160 00, Czech
  Republic

              


      

      


      
        	
                Fax:

              	
                +420
      224 641 080

              


      

      


      
        	
                Attention:

              	
                Václav
      Šnýdr/František Havrda

              


      


      
        
           


        

        
          S -
9

          
            

          

        

        
           


        

      


      UniCredit
Bank Czech Republic, a.s.

      


      


      
        	
                /s/ Petr Hanák

              	 
      	
                /s/ Jan Nosek

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                Petr
      Hanák

              	 
      	
                By:

              	
                Jan
      Nosek

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                proxy

              	 
      	
                Title:

              	
                proxy

              


      

      


      


      
        	
                Address:

              	
                nám.
      Republiky 3a, 110 00 Praha 1, Czech
Republic

              


      

      


      
        	
                Fax:

              	
                +420 221 119
      115

              


      

      


      
        	
                Attention:

              	
                Petr
      Hanák / Jan Nosek

              


      


      
        
           


        

        
          S -
10

          
            

          

        

        
           


        

      


      BNP
PARIBAS

      


      
        	
                /s/ Ali El Amari

              
	 
      	 
      
	
                By:

              	
                Ali
      El Amari

              
	 
      	 
      
	
                Title:

              	
                Associate

              


      

       

       

      
        	
                Address:

              	
                37,
      Place du Marché St Honoré, Paris,
France

              


      

      


      
        	
                Fax:

              	
                33
      (01) 42 98 10 65

              


      

      


      
        	
                Attention:

              	
                Sandra
      Sitbon/Ali El Amari

              


      

       

    

     

    S -
11