Exhibit 10.44


    
      

    


    UNOFFICIAL
      AND UNCERTIFIED TRANSLATION

    FOR
      THE PURPOSES OF CME ONLY

    

      

    

     

    CREDIT
      LINE AGREEMENT No. 2644/05/LCD

     

    
      	
              1.

            	
              Česká
                spořitelna, a.s., with
                its registered seat at Prague 4, Olbrachtova 1929/62, Postal Code:
                140 00,
                Company ID: 45244782, registered in the Commercial Register maintained
                by
                the Municipal Court in Prague, Section B, File
                1171

            


    

    as
      lender
      (hereinafter the “Bank”)

    


    and

    


    
      	
              2.

            	
              CET
                21 spol.s r.o.,
                with its seat at Prague 5, Hlubočepy, Kříženeckého nám. 322/5, Postal
                Code: 152 00 (seat registered in the Commercial Register: Prague
                1, V jámě
                12), Company ID: 45800456, registered
                in the Commercial Register maintained by the Municipal Court in Prague,
                Section C, File 10581

            


    

    as
      borrower (hereinafter the “Client”)

    


    enter
      on
      the date written below, pursuant to the applicable provisions of Act No.
      513/1991 Coll., the Commercial Code, as amended (the “Commercial
      Code”),
      into
      this Loan Agreement (hereinafter, this “Loan
      Agreement”)

    


    DEFINITIONS
      OF TERMS

    


     

    
      	
              1.

            	
              The
                Bank and the Client have agreed that, for purposes of this Loan Agreement,
                the terms stated below shall have the following
                meaning:

            


    

     

    “Alternative
      Currencies”
      means
      EUR, USD.

     

    “Current
      Account” means
      the
      Client’s current account No. 994404 - 443825001/0800 denominated in CZK and
      current account No. 1021102/0800 denominated in USD.

     

    “Center
      of Main Interests” has
      the
      meaning ascribed to it in European Council Regulation (EC) No. 1346/2000 of
      29
      May 2000 on insolvency proceedings.

     

    “CZK”
      means
      Czech crowns or any other currency used as the legal tender for payment of
      debts
      in the Czech Republic.

     

    ”Central
      European Media Enterprises Ltd.” means
      Central European Media Enterprises Ltd., with its registered seat at Clarendon
      House, Church Street, Hamilton, HM CX Bermuda.

     

    ”Central
      European Media Enterprises N.V.”
      means
      Central European Media Enterprises N.V., with its registered seat at De
      Ruyterkade 62, Curacao, Nederland Antiles, registered in the Commercial Register
      maintained by the Curacao Chamber of Commerce and Industry, File 67
      248.

     

    “CME
      Media Enterprises B.V.”
      means
      CME Media Enterprises B.V., with its registered seat at Oostelijke Handelskade
      1169, 1019 DN Amsterdam, Netherlands.

     

    “CME
      Media Investments” means
      CME
      Media Investments s.r.o., with its registered seat at Prague 5, Kříženeckého
      nám. 1078/5, Postal Code 15200, Company ID: 27235173, registered
      in the Commercial Register maintained by the Municipal Court in Prague, Section
      C, File 106550.

     

    “CME
      Media Services” means
      CME
      Media Services s.r.o., with its registered seat at Prague 5, Kříženeckého nám.
      1078/5, PSČ 15200, Company ID: 27088944, registered
      in the Commercial Register maintained by the Municipal Court in Prague, Section
      C, File 95420.

     

    “Advance”
      means
      each individual case of the drawing of funds by the Client under this Loan
      Agreement.

     

    “ČP
      2000”
      means
Česká produkční 2000, a.s., with its registered seat at Prague 5, Hlubočepy,
      Kříženeckého nám. 322/5, PSČ 152 00, Company ID: 256 53 431, registered
      in the Commercial Register maintained by the Municipal Court in Prague, Section
      B, File 5264.

     

    “Final
      Repayment Date” means
      31st October 2009. 

     

    “Calculation
      Day”
      shall
      mean the date occurring two (2) Business Days prior to the first day of the
      Interest Rate Period, on which the Bank identifies the value of the Reference
      Rate and determines, on the basis of such value, the value of the Variable
      Rate
      applicable for the calculation of interest to accrue on the Loan during the
      Interest Rate Period.

     

    “Repayment
      Day” means
      a
      Business Day specified in the Request for Advance, on which the Client shall
      pay
      to the Bank any and all its monetary obligations arisen from the respective
      Advance and which, if not agreed otherwise by the Client and the Bank, falls
      at
      the last day of the Interest Rate Period in respect of such
      Advance.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Confidential
      Information”
      shall
      mean any and all information relating to the Client’s Affiliates or the CME
      Affiliates provided or disclosed to the Bank pursuant to or in connection with
      entering into the Loan Agreement and other agreements entered with the Bank
      in
      connection with this Loan Agreement and which are not available to the
      public.

     

    “EUR”
      means
      Euro or any other currency used as the legal tender for payment of debts in
      the
      countries of the European Monetary Union.

     

    “EURIBOR”
      is the
      interest rate set by the Euro Banking Association and published through the
      Reuters information system on the page EURIBOR on the Calculation Day, at which
      3, 6 or 12-month (depending on the selected term of the Interest Rate Period)
      deposits in EUR and in currencies tied to EUR in the European Monetary Union
      are
      offered on the Calculation Day for depositing in the inter-bank market in the
      member states of the European Monetary Union.

     

    “Factoring
      ČS” means
      Factoring
      České spořitelny, a.s., with its registered seat at Prague 8, Pobřežní 46,
      Postal Code: 180 00, Company ID: 25629352, registered in the Commercial Register
      maintained by the Municipal Court in Prague, Section B, File 5075.

     

    “Indenture”
      means
      the Indenture, dated as of May 5, 2005, between Central European Media
      Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises
      B.V., JPMorgan Chase Bank, N.A., London Branch and J.P. Morgan Bank Luxembourg
      S.A.

     

    “LIBOR”
      is the
      interest rate set by the Bank as the rate quoted by Reuters on the page LIBOR
      on
      the Calculation Day, at which 3, 6 or 12-month (depending on the selected term
      of the Interest Rate Period) deposits equivalent to the outstanding amount
      of
      the loan are offered on the Calculation Day for depositing in the London
      inter-bank market;

     

    “MAG
      MEDIA 99” means
      MAG
      MEDIA 99,a.s., with its registered seat at Prague 1, Lazarská 5, Company ID:
      25788124, registered in the Commercial Register maintained by the Municipal
      Court in Prague, Section B, File 6065.

     

    “Margin”
      means
      1.95 % per annum.

     

    “New
      Repayment Day”
      means a
      Business Day, on which the Client shall pay to the Bank any and all its monetary
      obligations arisen from the respective Advance which repayment shall have been
      postponed by the Bank pursuant to Art. III, Section 2 of this Loan Agreement
      and
      which, if not agreed otherwise by the Client and the Bank, falls at the last
      day
      of the Interest Rate Period in respect of such Advance. 

     

    “Interest
      Rate Period”
      means
      the period for which a fixed amount of the Variable Rate is set in respect
      of
      the Loan.

     

    “Business
      Day”
      means
      any day on which banks in the Czech Republic are generally open for business
      and
      inter-bank deals are settled. In respect of payments in EUR, Business Day means
      any day on which banks are open for business and foreign exchange transactions
      are settled in the Czech Republic and London. In respect of payments in USD,
      Business Day means any day on which banks are open for business and foreign
      exchange transactions are settled in the Czech Republic and New York.


     

    “PRIBOR”
      is the
      interest rate listed by the Reuters system on the page PRBO for 3, 6 or 12-month
      (depending on the selected term of the Interest Rate Period) deposits on the
      Calculation Day and, where no such interest rate is listed on any such Business
      Day, then the interest rate being offered on the Calculation Day in the Prague
      inter-bank market as the interest rate common in the market for 3, 6 or 12-month
      (depending on the selected term of the Interest Rate Period) deposits in
      CZK.

     

    “Variable
      Rate”
      means
      the rate for calculation of interest, fees and charges, the amount whereof
      shall
      be set as fixed for the entire Interest Rate Period.

     

    “Event
      of Default”
      means
      any of the events or circumstances specified in Article IX (Events of Default)
      of this Loan Agreement.

     

    “Frame
      Agreement on Factoring” means
      the
      frame agreement on factoring No. 100161, including the General Factoring Terms
      and Conditions dated 1st
      August
      2002, entered into by and between MAG MEDIA 99 and Factoring
      ČS on 24th March 2003, as amended, pursuant to which agreement Factoring ČS as
      assignee enters with MAG MEDIA 99 as assignor into the agreements on assignment
      of receivables towards third persons, agreed by the Bank 

     

    “Reference
      Rate”
      means:

    


    
      	
              (a)

            	
              PRIBOR
                for the Loan made available
                in CZK,

            


    

     

    
      	
              (b)

            	
              EURIBOR
                for the Loan made available
                in EUR,

            


    

     

    
      	
              (c)

            	
              LIBOR
                for the Loan made available
                in USD.

            


    

     

    “Tariff
      of Fees and Charges”
      means
      the effective tariff of fees and charges of Česká spořitelna, a.s. The Bank has
      the right
      to
      make changes to the Tariff of Fees and Charges at any time. Any changes to
      the
      Tariff of Fees and Charges shall be published by posting the text of a revised
      Tariff of Fees and Charges in the business premises of the Bank. Any change
      to
      the Tariff of Fees and Charges shall become effective on the date of such
      posting.

     

    “CME
      Affiliates” means:

     

    
      	
              (i)

            	
              Central
                European Media Enterprises Ltd.;

            


    

     

    
      	
              (ii)

            	
              Central
                European Media Enterprises N.V.; 

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              (iii)

            	
              CME
                Media Enterprises B.V.; and

            


    

     

    
      	
              (iv)

            	
              Their
                legal successors.

            


    

     

    “Client’s
      Affiliates”
      means:

     

    
      	
              (i)

            	
              the
                Client;

            


    

     

    
      	
              (ii)

            	
              ČP
                2000;

            


    

     

    
      	
              (iii)

            	
              MAG
                MEDIA 99;

            


    

     

    
      	
              (iv)

            	
              CME
                Media Services;

            


    

     

    
      	
              (v)

            	
              CME
                Media Investments; 

            


    

     

    
      	
              (vi)

            	
              VILJA;
                and

            


    

     

    
      	
              (vii)

            	
              Their
                legal successors.

            


    

     

    “TV
      Nova Affiliates” means:

     

    
      	
              (i)

            	
              Client’s
                Affiliates;

            


    

     

    
      	
              (ii)

            	
              persons
                controlled (directly or indirectly pursuant to the applicable provisions
                of the Commercial Code) by any Client’s
                Affiliate;

            


    

     

    
      	
              (iii)

            	
              persons
                having the business in the Czech Republic, controlled (directly or
                indirectly pursuant to the applicable provisions of the Commercial
                Code)
                by any of the CME Affiliates; and

            


    

     

    
      	
              (iv)

            	
              Their
                legal successors.

            


    

     

    “Interest
      Period”
      means
      the period of time, for which the Bank shall charge the Client for interest
      on
      the Loan.

     

    “USD”
      means
      United States Dollars or any other currency, which is used as a legal tender
      for
      settlement of debts in the USA.

     

    “Loan”
      means
      monies actually drawn and not repaid by the Client under the Loan
      Agreement.

     

    “Loan
      Facility”
      means
      the amount specified in Article I, paragraph 1 of this Loan
      Agreement.

     

    “VILJA”
      means
      VILJA a.s., with its registered address at Prague 5, Kříženeckého
      nám. 1078/5, Company ID: 26419009, registered
      in the Commercial Register maintained by the Municipal Court in Prague, Section
      B, File 6923.

     

    “Base
      Rate for Commercial Clients”
      means
      the Bank’s interest rate. The Bank shall announce any change to the Base Rate
      for Commercial Clients by posting a new amount of such rate in the business
      premises of the Bank. The amount of the Bank’s Base Rate for Commercial Clients
      shall be deemed effectively changed as of the date of posting such new rate
      in
      the business premises of the Bank. If the Base Rate for Commercial Clients
      changes, the interest rate charged on the Loan and/or default interest shall
      change accordingly as of the effective date of the change to the Base Rate
      for
      Commercial Clients. The Base Rate for Commercial Clients as of the date hereof
      amounts to 4.9% per annum.

     

    “Collateral”
      means
      any and all contractual or other arrangements and other instruments established
      as a security for the due and timely payment by the Client of any receivables
      that the Bank may have against the Client under the Loan Agreement.

     

    “Request
      for Advance” means
      a
      request for provision of the Advance and/or postponement of the repayment of
      the
      Advance, which has the necessary particulars set out in Annex No. 1 to this
      Loan
      Agreement.

    


    
      	
              2.

            	
              Unless
                indicated otherwise by the context, in respect of the terms defined
                in
                this Loan Agreement, singular shall also mean plural and vice
                versa.

            


    

    


    I.
      THE LOAN

    


    
      	
              1.

            	
              Loan
                Facility and Loan currency.
                The
                Bank agrees to provide to the Client funds up to the amount of CZK
                1,200,000,000 (in words: one billion and two hundred million Czech
                Crowns)
                or the equivalent of this amount in the Alternative Currencies (at
                the
                request of the Client), in the form of separate
                Advances.

            


    

     

    On
      the
      last day of each calendar month, the Bank shall convert the CZK equivalent
      of
      the Loan drawn in Alternative Currencies using the exchange rate determined
      for
      that day by the Bank. In the event the sum of the amount so converted and the
      Loan drawn in CZK exceeds the Loan Facility, the Bank shall reduce the Loan
      drawn in Alternative Currencies to the level of the Loan Facility and shall
      promptly notify the Client thereof. The amount of the Loan exceeding the Loan
      Facility shall be due and payable immediately upon notice by the Bank to the
      Client thereof.

    


    
      	
              2.

            	
              Purpose
                of the Loan.
                The
                Client agrees to use the Loan solely for the following
                purpose:

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              to
                finance the repayment of the Client’s obligations owing to PPF MEDIA B.V.,
                arising from the agreement on mediation dated 19th
                December 2003; and thereafter

            


    

     

    
      	 	
              (ii)

            	
              for
                general corporate purposes.

            


    

    


    II.
      THE INTEREST

    


    
      	
              1.

            	
              Interest
                rate.
                The interest rate for the Loan shall be the Variable Rate and shall
                be
                equal to the Reference Rate plus a
                Margin.

            


    

    


    
      	
              2.

            	
              Interest
                Period.
                The
                term of each Interest Period shall be one (1) month. The initial
                Interest
                Period shall commence on the date of drawing the Advance and shall
                continue until (and including) the last day of the calendar month,
                in
                which the drawing of the Advance shall occur. The Bank shall charge
                the
                Client for the interest on the Loan (i.e. the Client shall pay the
                interest on the Loan to the Bank) on the last day of the Interest
                Period
                for a period from (and including) the later of the last day of the
                preceding Interest Period or the date of making the Loan available
                until
                (and including) the earlier of the day immediately preceding the
                last day
                of the current Interest Period or the day immediately preceding the
                date
                of repayment of the Loan. If the last day of the Interest Period
                is not a
                Business Day, the last day of the current Interest Period shall be
                deemed
                to fall upon the next following Business Day.


            


    

    


    
      	
              3.

            	
              Interest
                Rate Period.
                The
                term of the Interest Rate Period shall be three (3) months, six (6)
                months
                or twelve (12) months. The term of each Interest Rate Period shall
                be set
                forth by the Client in respect of each Advance in the respective
                Request
                for Advance so, that the term of any Interest Rate Period shall not
                exceed
                the Final Repayment Date. The Interest Rate Period shall commence
                on the
                date of drawing the Advance.

            


    

    


    
      	
              4.

            	
              Default
                interest.
                If
                the Client is in default on its financial obligations incurred under
                the
                Loan Agreement, the Client shall be obligated to pay to the Bank
                default
                interest in the amount of the Base Rate for Commercial Clients plus
                5 %
                per annum. The owing amount shall be subject to default interest
                accruing
                daily from (and including) the first day of default until (and including)
                the day immediately preceding the day of repayment of the owing amount.
                Any and all default interest shall be chargeable on a daily basis.
                Any
                default interest shall not be set off against the Client’s obligation, as
                the case may be, to compensate the Bank for any
                damages.

            


    

    


    
      	
              5.

            	
              Determination
                of number of days for purposes of accrual of
                interest.
                The Bank shall calculate the interest on the basis of the actual
                number of
                days and a calendar year of 360
                days.

            


    

    


    III.
      DRAW-DOWN OF THE LOAN

    


    
      	
              1.

            	
              Draw-down
                Period.
                The Client shall be entitled to draw down the Loan Facility exclusively
                during the period of time from the execution of this Loan Agreement
                until
                the day which falls six (6) months before the Final Repayment Date
                (hereinafter the “Draw-down
                Period”).

            


    

    


    
      	
              2.

            	
              Procedure
                of drawing of Advance and postponement of repayment of
                Advance.
                On
                the basis of a Request for Advance, signed by the persons authorized
                to
                act on behalf of the Client, the Bank shall transfer the funds made
                available to the Client to the Current Account / postpone the repayment
                of
                already provided Advance. The Request for Advance must be delivered
                to the
                Bank at least two (2) Business Days prior to the required date of
                the
                drawing of the Advance or prior to the Repayment Day, if the Client
                asks
                the Bank for postponement of repayment of already provided Advance,
                either
                by the mail or by the fax specified in the Art. XI, Paragraph 6 of
                this
                Loan Agreement. Confirmed Request for Advance shall be sent by the
                Bank to
                the Client without delay via fax specified in Article XI, Paragraph
                6
                hereof. The request for postponement of repayment of Advance may
                be
                submitted repeatedly. The Bank shall provide the Client with the
                Advance
                or postpone the repayment of already provided Advance subject to
                following
                conditions:

            


    

    


    
      	 	
              (a)

            	
              the
                Client has opened the Current Account with the
                Bank;

            


    

    


    
      	 	
              (b)

            	
              no
                Event of Default shall have occurred or be continuing as of the date
                of
                drawing the Advance / postponement of repayment of Advance or would
                arise
                as a result of the provision of the
                Loan;

            


    

    


    
      	 	
              (c)

            	
              all
                Collateral shall have been validly and effectively
                created;

            


    

    


    
      	 	
              (d)

            	
              the
                requested Advance amounts to at least CZK 50,000,000 (in words: fifty
                million Czech Crowns) or integral multiple of this
                amount.

            


    

    


    Any
      Advance shall be drawn at the earliest on the second (2.) Business Days
      following the day on which any and all applicable conditions to drawing of
      Advance are satisfied.

    


    IV.
      REPAYMENT OF THE LOAN

    


    
      	
              1.

            	
              Loan
                repayment.
                The
                Client agrees to repay the Loan provided on the basis of each drawing
                of
                Advance on the Repayment Day or the New Repayment Day, but on the
                Final
                Repayment Date at the latest.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              2.

            	
              Due
                date set-off; sufficient balance in the Current
                Account.
                The Client shall repay the Loan and any other obligations it may
                have to
                the Bank as a result of and in connection with the Loan Agreement
                as
                follows: the Bank shall, as of the date of maturity of such obligations,
                offset its due and payable receivables from the Client against the
                Client’s monies in the Current Account. The Client agrees to ensure, on
                or
                before the due date of any of the Bank’s receivables, that sufficient
                monies shall be deposited in the Current Account to satisfy such
                receivable. If the due date of any of the Bank’s receivables falls on a
                day which is not a Business Day, the Bank shall make the set-off
                of its
                due and payable receivables against the monies in the Current Account
                on
                the next following Business Day. If the Current Account is denominated
                in
                a currency other than the currency in which the Bank’s receivable is to be
                repaid, the Client shall ensure that sufficient monies shall be deposited
                in the Current Account at least two (2) Business Days prior to the
                due
                date of the Bank’s receivable.

            


    

    


    
      	
              3.

            	
              Payment
                from other accounts.
                If
                the monies available in the Current Account are insufficient to duly
                discharge all of the Bank’s due and payable receivables from the Client
                existing by virtue of and in connection with the Loan Agreement,
                the Bank
                shall have the right to offset such due and payable receivables against
                monies deposited in any other account of the Client maintained with
                the
                Bank, or not to execute any of the Client’s instructions with respect to
                such monies or otherwise not to allow the Client to dispose of monies
                in
                any of the Client’s accounts.

            


    

    


    
      	
              4.

            	
              Insufficient
                funds in the account.
                If
                there are insufficient funds in the Current Account or in any other
                account of the Client maintained by the Bank pursuant to Article
                IV,
                paragraph 3 of this Loan Agreement, to satisfy all of the Client’s due and
                payable obligations owing to the Bank, the monies available in the
                Current
                Account or in such other account of the Client maintained by the
                Bank
                shall be offset against the Bank’s due and payable receivables in the
                following order: towards payment of default interest; towards compensation
                of damage and reimbursement of costs incurred by the Bank to which
                the
                Client agreed under this Loan Agreement; towards payment of fees
                and
                charges agreed upon under this Loan Agreement; towards payment of
                interest
                accrued on the Loan; and towards repayment of the
                Loan.

            


    

    


    
      	
              5.

            	
              Prepayment
                of the Loan.
                The Client shall have the right to repay the Loan or any portion
                thereof
                prior to the ultimate date of maturity of the Loan. The amount of
                any
                prepayment shall not be lower than CZK 100,000,000 (in words: one
                hundred
                million Czech Crowns) or an integral multiple of this amount. The
                Client
                shall be obligated to deliver to the Bank, at least ten (10) Business
                Days
                in advance, a written notice of prepayment, in which the Client shall
                specify:

            


    

    


    
      	 	
              (i)

            	
              the
                amount of such prepayment of the
                Loan;

            


    

    


    
      	 	
              (ii)

            	
              the
                date of prepayment; and

            


    

    


    
      	 	
              (iii)

            	
              identification
                of the Advances, which shall be
                prepaid.

            


    

    


    Such
      notice shall be irrevocable and shall create the Client’s obligation to make the
      prepayment in the amount and on the date as specified in the notice. Together
      with the prepayment, the Client shall be required to reimburse the Bank for
      the
      costs incurred by the Bank in connection with prepayment, in the amount equal
      to
      the difference between:

    


    
      	 	
              (a)

            	
              amount
                of the interest, that would be paid by the Client to the Bank from
                the
                early prepaid amount of the Advance for the time period commencing
                on the
                date of prepayment and ending on the last day of the Interest Rate
                Period
                for such Advance; and

            


    

    


    
      	 	
              (b)

            	
              amount
                of the interest, that would be paid to the Bank by another bank well
                known
                on the international interbank market, providing that the prepaid
                amount
                of Advance would have been deposited by the Bank with such other
                bank for
                the time period commencing on the date of prepayment and ending on
                the
                last day of the Interest Rate Period for such Advance.
                

            


    

    


    The
      already prepaid Loan or any part thereof shall not be re-borrowed.

    


    V.
      REPRESENTATIONS OF THE CLIENT

    


    
      	
              1.

            	
              As
                of the date of execution of the Loan Agreement, the Client makes
                the
                following representations to the
                Bank:

            


    

    


    
      	 	
              (a)

            	
              The
                Client is a legal entity duly formed and existing in accordance with
                the
                laws of the relevant jurisdiction, and has an unrestricted legal
                capacity;

            


    

    


    
      	 	
              (b)

            	
              The
                Loan Agreement and any other contractual obligations related to the
                Loan
                have been duly signed by the Client or its representatives acting
                within
                the scope of their respective authorizations. Any and all obligations
                of
                the Client under the Loan Agreement and any other contractual obligations
                related to the Loan Agreement are valid and enforceable obligations
                of the
                Client;

            


    

    


    
      	 	
              (c)

            	
              The
                Client has obtained any and all approvals and consents that are necessary
                for whatever reason for the valid execution of the Loan Agreement
                and
                other contractual obligations related hereto, for the drawing of
                Advances
                and for the due discharge by the Client of its obligations in connection
                with the Loan Agreement and any other contractual obligations related
                hereto; all such approvals and consents are valid and in
                effect;

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              None
                of the execution of the Loan Agreement, nor the drawing of Advances,
                nor
                the discharge by the Client of its obligations to the Bank ensuing
                from
                this Loan Agreement and any other contractual obligations related
                hereto
                shall result in any Event of
                Default;

            


    

    


    
      	 	
              (e)

            	
              To
                the Client’s best knowledge, no petition has been filed in respect of the
                Client for issuance of a decision or initiation of any court, arbitral
                or
                administrative proceeding (e.g., petition in bankruptcy, proposal
                for
                composition, petition seeking an injunction, or petition seeking
                the
                execution of a court ruling), which could materially adversely affect
                the
                Client’s legal, financial or economic standing or ability to perform any
                of its obligations under the Loan Agreement and any other contractual
                obligations related hereto, and no such petition or proceeding
                threatens;

            


    

    


    
      	 	
              (f)

            	
              The
                Client is not insolvent within the meaning of the applicable
                laws;

            


    

    


    
      	 	
              (g)

            	
              Any
                and all information disclosed to the Bank in connection with the
                execution
                of the Loan Agreement or any other contractual obligation related
                hereto
                or in connection with the drawing of an Advance is, as of the date
                of
                disclosure, true, complete and correct, and is not misleading in
                any
                material respect. From the date of disclosure of such information
                to the
                Bank, there have not occurred any material adverse changes in the
                matters
                to which such information relates (provided, however, that this
                representation, when deemed repeated in accordance with Paragraph
                2 of
                this Article V, shall not be deemed to include reference to any financial
                projections or forecasts contained within any such disclosed
                information);

            


    

    


    
      	 	
              (h)

            	
              The
                Client’s tax records do not show any tax arrears, the Client does not have
                any outstanding delinquent payments and/or penalties in respect of
                public
                health insurance and payments and/or penalties in respect of social
                security and contributions to the state employment policy or in respect
                of
                customs fees;

            


    

    


    
      	 	
              (i)

            	
              The
                Client acknowledges that for purposes of determination of the Client’s
                rights and obligations in relation to the Bank, the Client shall
                be deemed
                to be a commercial client;

            


    

    


    
      	 	
              (j)

            	
              The
                Client’s Center of Main Interests shall be in the Czech
                Republic.

            


    

    


    
      	
              2.

            	
              Repeated
                representations.
                Any and all representations of the Client contained in Paragraph
                1 of this
                Article V shall be deemed repeated as of each date of delivery of
                a
                Request for Advance, and as of each date of the drawing of Advance
                /
                postponement of repayment of Advance and payment of interest accruing
                on
                the Loan.

            


    

    


    VI.
      DUTIES AND OBLIGATIONS OF THE CLIENT

    


    
      	
              1.

            	
              The
                Client shall be obligated, within the periods of time specified below
                and
                in a form satisfactory to the Bank, to deliver to the Bank the information
                or documents specified below:

            


    

    


    
      	 	
              (a)

            	
              quarterly
                financial statements of the Client (in the extent of a balance sheet
                and
                profit and loss statement) within thirty five (35) days after the
                end of
                each calendar quarter;

            


    

    


    
      	 	
              (b)

            	
              annual
                financial statements of the TV NOVA Affiliates verified by an auditor,
                with auditor’s report and all reports or documents executed by an auditor,
                immediately after execution of such documents but not later than
                within
                one hundred and twenty (120) days after the end of the relevant financial
                year;

            


    

    


    
      	 	
              (c)

            	
              information
                to the effect that any of the Client’s representations made in the Loan
                Agreement or in any other document delivered to the Bank in connection
                with the Loan Agreement is untrue, incorrect, incomplete or misleading
                in
                any material respect, within ten (10) Business Days of the date on
                which
                the Client shall have received or obtained knowledge of such
                fact;

            


    

    


    
      	 	
              (d)

            	
              information
                regarding all effected changes to organizational structure or legal
                standing of the Client or any of the Client’s Affiliates (e.g., winding up
                with or without liquidation, change of legal form, acquisition, sale
                or
                lease of enterprise or any part thereof, reduction of the Client’s
                registered capital, changes in the composition of the statutory and
                supervisory bodies), and information regarding changes in the Trade
                Register or Commercial Register and any other changes that could
                impede
                the Bank’s position as lender, within ten (10) Business Days of the date
                on which the Client shall have received or obtained knowledge of
                such
                fact;

            


    

    


    
      	 	
              (e)

            	
              report
                on any Event of Default specifying the proposed solution of the specific
                Event of Default, within ten (10) Business Days of the date on which
                such
                event shall have occurred;

            


    

    


    
      	 	
              (f)

            	
              information
                regarding any and all facts or circumstances that have or may have
                material adverse impact on the Client’s ability to perform its obligations
                under the Loan Agreement and any other contractual obligations related
                to
                the Loan Agreement, all promptly after having received or obtained
                knowledge of such facts; 

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              any
                and all documents reasonably required by the Bank, in form and with
                contents as specified by the Bank, relating to the Client’s financial and
                economic standing. In justified cases, the Bank shall have the right
                to
                demand from the Client documents relating to the financial and economic
                standing of any member of the Client’s
                Affiliates;

            


    

    


    
      	 	
              (h)

            	
              information
                regarding the intent of any of the Client’s Affiliates to assume material
                indebtedness, suretyship or any other similar obligation towards
                a third
                party, or the intention to create any lien or pledge or any other
                security
                for the obligations of any person in respect of its assets or revenues.
                Any such information shall be provided to the Bank promptly upon
                adoption
                of such intent;

            


    

    


    
      	 	
              (i)

            	
              information
                regarding payment of any (x) financial obligations arising from loans
                or
                advances provided to the Client by CME Affiliates or TV Nova Affiliates
                or
                provided by the Client to CME Affiliates or TV Nova Affiliates and/or
                (y)
                fees due to the CME Affiliates or TV Nova Affiliates by the Client
                in
                connection with its management and administration (other than any
                payments
                arising under the Facility Agreement dated July 21, 2005 between
                the
                Client and CME Media Enterprises B.V.); this information shall be
                provided
                to the Bank prior to any such
                payment.

            


    

    


    
      	
              2.

            	
              Additional
                duties and obligations of the Client.
                The
                Client agrees to comply with the following
                obligations:

            


    

    


    
      	 	
              (a)

            	
              subject
                to Paragraph 6(b) of this Article VI, neither accept any new loan
                or
                advance, nor provide any new loan or advance in the amount exceeding
                in
                aggregate an amount of CZK 15,000,000 (in words: fifteen million
                Czech
                Crowns), excluding the planned transactions announced to the Bank
                before
                the execution of this Loan Agreement and/or the transactions approved
                by
                the Bank in advance (which consent shall not be unreasonably withheld)
                and/or any advances from business partners in the ordinary course
                of
                business;

            


    

    


    
      	 	
              (b)

            	
              not
                to disburse any dividends to the Client’s shareholders without prior
                notice to the Bank;

            


    

    


    
      	 	
              (c)

            	
              to
                ensure validity of all material licenses, approvals and means of
                intellectual property protection, that are necessary for business
                activities of the Client in the extent of the activities as of the
                date of
                execution of this Loan Agreement;

            


    

    


    
      	 	
              (d)

            	
              without
                the Bank’s prior consent, which consent shall not be unreasonably
                withheld, not to change the place of the Center of Main Interests;
                

            


    

    


    
      	 	
              (e)

            	
              without
                the Bank’s prior consent, which consent shall not be unreasonably
                withheld, not to change the subject of its business
                activities;

            


    

    


    
      	 	
              (f)

            	
              to
                secure that the Client ́s obligations arising from this Loan Agreement are
                of the same priority (pari
                passu)
                as its other unsatisfied obligations which are unconditional, unsecured
                and not subordinated except the obligations with the priority under
                legal
                regulations;

            


    

    


    
      	 	
              (g)

            	
              if
                any of the Client’s Affiliates merges with another company, to deliver to
                the Bank the initial balance sheet and profit and loss statement
                of the
                succession company, before filing a proposal for the registration
                of the
                merger in the Commercial Register;
                and

            


    

    


    
      	 	
              (h)

            	
              to
                take such action as may be required in order to comply with any
                obligations it may have under the Indenture by virtue of being a
                Restricted Subsidiary (as such term is defined in the Indenture),
                including fulfillment its obligations under this Loan Agreement in
                such a
                manner so as not to cause an Event of Default (as such term is defined
                in
                the Indenture) under the Indenture and an Event of Default under
                this Loan
                Agreement.

            


    

    


    
      	
              3.

            	
              Increased
                costs.
                Should the Bank incur any increased and documented costs or expenses
                in
                connection with its administration of the Loan as a result of an
                amendment
                to a legal regulation relating to the Bank, the Client shall be required,
                without undue delay but not later than within thirty (30) calendar
                days of
                its receipt of a notice from the Bank announcing any such costs,
                to enter
                with the Bank into an amendment to this Loan Agreement, under which
                the
                Client shall agree to pay any and all such increased costs. The Client
                shall be required to pay such increased costs within ten (10) Business
                Days of the execution of such amendment, but not sooner than ten
                (10)
                Business Days of the date on which the Bank shall have actually incurred
                such costs. The Bank’s notice shall be in writing and shall contain an
                appropriate statement of reasons.

            


    

    


    
      	
              4.

            	
              Right
                to evaluate.
                Until the repayment in full of all receivables of the Bank existing
                by
                virtue of and in connection with the Loan Agreement, the Bank shall
                have
                the right to evaluate the Client’s ability to perform its obligations to
                the Bank, and the Client shall be obligated to enable the Bank at
                the
                Bank’s request to perform such evaluation, and in particular shall enable
                the Bank’s authorized employee to inspect the Client’s accounting books
                and other financial records in the Client’s premises, with the exception
                of documents which shall be the subject of confidentiality restrictions
                pursuant to applicable laws, and shall also allow the Bank to verify
                credibility of the facts stated therein, including, without limitation,
                through third parties authorized by the Bank, subject to compliance
                of
                such third parties with the confidentiality duty. If any document
                or
                information requested by the Bank is subject to confidentiality
                restrictions pursuant to the contractual agreement entered by the
                Client
                and disclosed to the Bank, the Bank shall be obliged to treat such
                document or information within the terms of such contractual
                confidentiality agreement as if it were a party
                thereto.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	
              5.

            	
              Financial
                Covenants.
                The
                Client agrees to conduct its business so as to meet the following
                financial covenants:

            


    

    


    
      	 	
              (a)

            	
              Interest
                Cover Ratio shall be higher than 10, whereas this ratio shall be
                determined as follows: Underlying EBITDA (defined as operational
                income +
                depreciation of tangible and intangible fixed assets + change of
                reserves
                and correcting provisions in operational area and complex deferred
                expenses - revenues from sale of tangible and intangible fixed assets
                +
                book value of tangible and intangible fixed assets) / interest
                expenses;

            


    

    


    
      	 	
              (b)

            	
              Equity
                Ratio shall be higher than 15 %, whereas this ratio shall be determined
                as
                follows: [net worth / total assets (balance sum)] *
                100;

            


    

    


    
      	 	
              (c)

            	
              Ratio
                of Underlying EBITDA to sales shall be higher than 16 %, whereas
                this
                ratio shall be determined as follows: [(operational income + depreciation
                of tangible and intangible fixed assets + change of reserves and
                correcting provisions in operational area and complex deferred expenses
                -
                revenues from sale of tangible and intangible fixed assets + book
                value of
                tangible and intangible fixed assets) / (revenues from sale of goods
                +
                revenues from sale of own products and services)] *
                100.

            


    

    


    Fulfillment
      of the Financial Covenants shall be checked by the Bank based on the Client’s
      latest audited annual financial statements, presented to the Bank. 

    


    If,
      at
      any time during the term of this Loan Agreement, as a consequence of the
      restructuring of the ownership of the Client and any of the Client’s Affiliates,
      announced to the Bank in advance and relating to any materialized merger of
      the
      Client with any other legal entity or the merger of any of the Client’s
      Affiliates with any other Client’s Affiliates and/or TV Nova Affiliates, the
      legal successor of the Client shall not be able to meet any of the
      abovementioned financial covenants, the Bank shall be obliged, upon the Client’s
      request supplemented by the respective financial plan (balance sheet and profit
      and loss statement) for the time period after the merger, to agree with the
      Client on amended financial covenants on the basis of the successor entity’s
      financial plan for the period after the merger. In the event that the parties
      cannot agree on such amended financial covenants, the Client shall have the
      obligation to repay the entire Loan within six (6) months of the date of any
      such disagreement in accordance with the provisions of Paragraph 5 of this
      Article VI; any breach of any such financial covenant shall not be deemed to
      constitute an Event of Default.

    


    
      	
              6.

            	
              Asset
                Disposal.
                The Client and the Bank agree that:

            


    

    


    
      	 	
              (a)

            	
              without
                the Bank’s prior written consent, not to transfer, lease or otherwise
                dispose of, in a single transaction or a series of transactions,
                any part
                of its assets or revenues whose value exceeds fifteen (15) percent
                of the
                value of the Client’s assets, or not to permit the creation of any third
                party’s rights in respect of such assets (including the assumption of a
                suretyship obligation, accession to or assumption of an obligation
                of a
                third party), except (i) disposal of assets in the ordinary course
                of
                business or (ii) disposal of assets for consideration of at least
                the same
                value or (iii) disposal of assets in a merger within the Client’s
                Affiliates. For the purposes of this Article, the value of assets
                of the
                Client shall be determined based on the latest information or documents
                known to the Bank, which shall be given or submitted by the Client
                to the
                Bank pursuant to the Loan
                Agreement;

            


    

    


    
      	 	
              (b)

            	
              restrictions
                set out in Art. VI, Paragraph 2, letter (a) and Art. VI., Paragraph
                6,
                letter (a) of this Loan Agreement shall not apply to the provision
                of new
                loans or advances by any Client’s Affiliate to another Client’s Affiliate
                or CME Affiliate.

            


    

    


    VII.
      LOAN COLLATERAL

    


    
      	
              1.

            	
              Collateral.
                The Client agrees to secure due and timely payment of the Bank’s
                receivables towards the Client in connection with this Loan Agreement
                by
                means of:

            


    

    


    
      	 	
              (i)

            	
              a
                suretyship obligation
                by
                ČP 2000;

            


    

    


    
      	 	
              (ii)

            	
              a
                suretyship obligation by MAG MEDIA 99 secured by a pledge of receivables
                of MAG MEDIA 99 arising from the Frame Agreement on
                Factoring;

            


    

    


    
      	 	
              (iii)

            	
              a
                letter of comfort issued by Central European Media Enterprises
                Ltd.;

            


    

    


    
      	 	
              (iv)

            	
              a
                blank promissory note issued by the Client to order of the Bank with
                the
                clause “without protest” (in Czech: “bez
                protestu”).

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    VIII.
      FEES AND CHARGES

    


    
      	
              1.

            	
              Arrangement
                Fee.
                The
                Client agrees to pay to the Bank a fee for arranging the Bank’s obligation
                to grant the Loan (Arrangement Fee) in the amount of CZK 1,200,000
                (in
                words: one million and two hundred thousand Czech Crowns) on the
                earlier
                of: upon the first drawing of Advance or on a day which falls five
                (5)
                Business Days following the execution of this Loan
                Agreement.

            


    

    


    
      	
              2.

            	
              Commitment
                Fee.
                The Client agrees to pay to the Bank a Commitment Fee in the amount
                of
                0.25 % per annum, calculated on a daily basis in the course of the
                Draw-down Period from the difference between the Loan Facility and
                the
                Loan. The Commitment Fee shall be payable on the last day of each
                calendar
                quarter in the course of the Draw-down Period and as of the last
                day of
                the Draw-down Period.

            


    

    


    
      	
              3.

            	
              Other
                charges.
                The
                Client shall pay to the Bank other fees and charges as specified
                in the
                Tariff of Fees and Charges.

            


    

    


    IX.
      EVENTS OF DEFAULT

    


    
      	
              1.

            	
              Events
                of Default.
                Each of the following events shall be considered as a serious breach
                under
                this Loan Agreement:

            


    

    


    
      	 	
              (a)

            	
              the
                Client uses the Loan or any portion thereof for any purpose other
                than the
                purpose expressly specified in the Loan
                Agreement;

            


    

    


    
      	 	
              (b)

            	
              any
                of the Client’s Affiliates is in default with the performance of any
                monetary and/or non-monetary obligation towards the
                Bank;

            


    

    


    
      	 	
              (c)

            	
              the
                Client is in default with the performance of its obligations towards
                any
                other bank or financial
                institution;

            


    

    


    
      	 	
              (d)

            	
              any
                of the representations made by the Client under this Loan Agreement
                proves
                to be untrue, incomplete or misleading;


            


    

    


    
      	 	
              (e)

            	
              any
                competent governmental authority, including, without limitation,
                any
                administrative authority or a court and/or arbitral tribunal or an
                arbitrator determines that the Client has breached any legal obligation,
                and the Bank reasonably and fairly considers such fact as having
                a
                material adverse effect on the Client’s ability to perform its obligations
                under the Loan Agreement;

            


    

    


    
      	 	
              (f)

            	
              the
                Client or its competent body resolves on the winding up of the Client
                with
                or without liquidation, change of legal form, acquisition, sale or
                lease
                of enterprise or any part thereof, reduction of the Client’s registered
                capital, changes in the composition of the statutory body or the
                supervisory board, or on any other matter that would have an effect
                similar to that of the above described corporate changes, or effects
                the
                aforesaid changes regardless of the Bank having expressed in writing
                its
                disagreement therewith; 

            


    

    


    
      	 	
              (g)

            	
              the
                Client’s business authorization or any other material authorization
                required, in the Bank’s reasonable opinion, for the Client’s conduct of
                its business or performance of any obligations arising from or in
                connection with the Loan Agreement is withdrawn, suspended, or otherwise
                limited, or any event occurs which may serve as a ground for the
                dissolution of the Client as a legal entity or which, pursuant to
                applicable law, may have such
                consequence;

            


    

    


    
      	 	
              (h)

            	
              an
                event occurs which, in the opinion of the Bank (acting reasonably),
                might
                have a material adverse effect on the business operations or financial
                situation of the Client and/or which the Bank considers to have a
                material
                adverse effect on the Client’s ability to perform its obligations under
                the Loan Agreement;

            


    

    


    
      	 	
              (i)

            	
              an
                event occurs which, in the opinion of the Bank (acting reasonably),
                might
                have a material adverse effect on the business operations or financial
                situation of ČP 2000 or MAG MEDIA 99 or their
                successor(s);

            


    

    


    
      	 	
              (j)

            	
              any
                person or persons “controlling” the Client as of the date of execution of
                the Loan Agreement within the meaning of the Commercial Code cease
                to be
                such controlling persons, or any person or persons not “controlling” the
                Client as of the date of execution of the Loan Agreement within the
                meaning of the Commercial Code gain such
                control;

            


    

    


    
      	 	
              (k)

            	
              the
                Frame Agreement on Factoring has been
                terminated.

            


    

    


    
      	
              2.

            	
              If
                any Event of Default occurs, the Bank shall grant to the Client an
                additional period of ten (10) Business Days for the remedy. Such
                remedy
                period shall start:

            


    

    


    
      	 	
              (i)

            	
              if
                the occurrence of the Event of Default has been announced to the
                Bank by
                the Client and the Bank agrees with the qualification of the Event
                of
                Default and with the solution proposed by the Client, upon the delivery
                of
                such announcement of the Event of Default by the Client to the Bank;
                and

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	 	
              (ii)

            	
              otherwise
                upon delivery by the Bank to the Client of a written announcement
                of the
                Event of Default. Such announcement shall contain the qualification
                of the
                Event of Default by the Bank and requested manner of
                remedy.

            


    

    


    The
      right
      of the Bank pursuant to Art. X of this Loan Agreement to cancel the provision
      of
      the Loan Facility, rescind the Loan Agreement and/or declare the Loan
      immediately due and payable shall arise upon the expiration of the aforesaid
      remedy period if the Client has not remedied.

    


    X.
      SANCTIONS

    


    
      	
              1.

            	
              The
                Right of the Bank to cancel the provision of the Loan Facility, rescind
                the Loan Agreement and/or declare the Loan immediately due and
                payable. If any Event of Default occurs (and such Event of
                Default is not remedied by the Client within the remedy period set
                forth
                in Paragraph 2 of Article IX hereof), the Bank shall have the right
                to
                cancel in writing the provision of the Loan Facility or to rescind
                the
                Loan Agreement effective as of the date of delivery of the cancellation
                or
                rescission notice to the Client, or to declare the Loan and any and
                all
                other obligations of the Client not yet due and payable to be due
                and
                payable, whereas the Loan and any such other obligations of the Client
                not
                yet due and payable shall become payable on the tenth (10th)
                Business Day after delivery of such declaration to the
                Client.

            


    

    


    XI.
      FINAL PROVISIONS

    


    
      	
              1.

            	
              Confidential
                Information.
                Except as provided herein, the Bank is not permitted to share Confidential
                Information with third parties. The Bank is entitled to use any
                Confidential Information solely for the purposes of administration
                of the
                contractual relationship between the Client and the Bank pursuant
                to the
                Loan Agreement and for evaluation of the Client’s creditworthiness, and to
                process Confidential Information for such purposes only. Furthermore,
                the
                Bank is entitled to provide the Confidential Information to the person
                controlling the Bank only. The Bank is entitled to use and/or provide
                the
                Confidential Information relating to the Client’s business policy and/or
                pricing strategy only with previous written consent of the Client.
                Without
                the previous consent of the Client, the Bank is entitled to provide
                the
                Confidential Information to any other third parties (e.g. person
                executing
                bank supervision, auditors of the Bank and person carrying the Register
                of
                Debtors) only if required by the applicable
                law.

            


    

    


    
      	
              2.

            	
              Tax
                gross-up.
                All payments to be made by the Client in favor of the Bank hereunder
                or
                under any agreement or other arrangement between the Bank and the
                Client
                in connection with this Loan Agreement shall be made free and clear
                of and
                without deduction or withholding for or on account of tax or other
                obligations unless the Client is required by relevant law to make
                such
                deduction or withholding. In the event of such required deduction
                or
                withholding, the sum payable by the Client shall be increased to
                the
                extent necessary to ensure that, after the making of the required
                deduction or withholding, the Bank receives and is entitled to retain,
                free from any liability to make any such deduction or withholding,
                a net
                sum equal to the sum which it would have received and so retained
                had no
                such deduction or withholding been made or
                required.

            


    

    


    
      	
              3.

            	
              Exchange
                rate.
                Unless in specific cases otherwise agreed between the Bank and the
                Client,
                the Bank shall (i) in connection with any credit transfer or other
                operation (e.g.,
                mutual claims set-off) apply the rate of exchange applicable to sale
                or
                purchase of foreign exchange (in
                Czech: devizy-prodej or devizy-nákup)
                determined by the Bank two (2) Business Days prior to the day scheduled
                for effecting such payment or other operation, and, (ii) in connection
                with any cash payment or any other cash transaction, apply the rate
                of
                exchange applicable to sale or purchase of foreign currencies
                (in
                Czech: valuta-prodej or valuta-nákup)
                determined by the Bank for the date of effecting such payment or
                other
                operation. To the extent the rate of exchange determined as of the
                above
                specified date may not be applied for any reason, the applicable
                rate of
                exchange shall be the rate determined by the Bank as of the Business
                Day
                immediately preceding such above specified date. The Bank will not
                effect
                any payment or other operation requiring the application of rate
                of
                exchange on a day other than on a day which is a Business Day in
                respect
                of all currencies involved.

            


    

    


    
      	
              4.

            	
              Governing
                law.
                The contractual relationship between the Bank and the Client shall
                be
                governed by the laws of the Czech Republic, and in particular by
                the
                applicable provisions of the Commercial Code. The application of
                the
                provisions of Section 361 of the Commercial Code shall be excluded
                in
                respect of all contractual arrangements between the Client and the
                Bank.
                

            


    

    


    
      	
              5.

            	
              Counterparts.
                This Loan Agreement is executed in two (2) counterparts of which
                the
                Client and the Bank shall each receive one (1)
                counterpart.

            


    

    


    
      	
              6.

            	
              Mailing
                Address of the Client and the Bank.
                The
                parties agree that any correspondence and other written materials
                to be
                delivered under this Loan Agreement shall be delivered as follows:
                If to
                the Client, at: Ing.
                Pavel Horák, Kříženeckého nám. 322/5, 152 00 Prague 5, tel. 233 100 400,
                fax 233 100 452 and, if to the Bank, at: Česká spořitelna, a.s., Prague 4,
                Budějovická 1912, attn. Ing. Gabriela Roubíčková, tel. 261 072 482, fax
                261 072 325, or such other address(es)
                as may be indicated by the respective party to the other party in
                writing.
                In the event that a correspondence is returned as undelivered, due
                to a
                rejection of the other party to take over such correspondence or
                due to a
                change of the address not duly announced, such correspondence shall
                be
                deemed duly delivered on the next following day after so
                returned.

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	
              7.

            	
              Severability.
                If
                any provision of this Loan Agreement is, becomes or is determined
                to be
                invalid or unenforceable, such invalidity or unenforceability shall
                not
                (to the maximum extent permitted by applicable law) invalidate or
                render
                unenforceable the remaining provisions of this Loan Agreement. In
                such
                event, the Bank and the Client hereby agree to replace the invalid
                or
                unenforceable provision with a valid and enforceable provision which
                will
                achieve, to the maximum extent permitted by law, the same result
                and
                effect as contemplated by the provision to be
                replaced.

            


    

    


    
      	
              8.

            	
              Force
                and effect of this Loan Agreement.
                This
                Loan Agreement shall enter into force and effect upon execution by
                both
                parties hereto.

            


    

    


    IN
      WITNESS WHEREOF, both parties have affixed their respective signatures hereunto
      on the day, month and year set forth below.

    


    
      	
              Česká
                spořitelna, a.s.

            	 	 	 	 
	 	 	 	 	 	 
	
              By: 
                

            	
              /s/
                Kateřina
                Byarsová

            	 	
              By: 
                

            	
              /s/
                Gabriela Roubíčková

            	 
	
              Name:

            	
              Kateřina
                Byarsová

            	 	
              Name:

            	
              Ing.
                Gabriela Roubíčková

            	 
	
              Title:

            	
              Director
                of International Clients Department

            	 	
              Title:

            	
              Senior
                Relationship Manager International Clients Department

            	 
	
              Date:

            	
              October
                27, 2005

            	 	
              Date:

            	
              October
                27, 2005

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              CET
                21 spol.s r.o.

            	 	 	 	 
	 	 	 	 	 	 
	
              By: 
                

            	
              /s/
                Petr Dvořák

            	 	
              By: 
                

            	
              /s/
                Milan Cimirot

            	 
	
              Name:

            	
              Ing.
                Petr Dvořák

            	 	
              Name:

            	
              Milan
                Cimirot

            	 
	
              Title:
                

            	
              Executive
                Director

            	 	
              Title:
                

            	
              Executive
                Director

            	 
	
              Date:
                

            	
              October
                27, 2005

            	 	
              Date:
                

            	
              October
                27, 2005

            	 


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Annex
      No. 1 to Credit Line Agreement No. 2644/05/LCD of October 27,
      2005

    


    Model
      Form Request for Advance

    


    [Client’s
      letterhead]

    


    


    Česká
      spořitelna, a.s.

    Budějovická
      1912

    140
      00
      Prague 4

    


    Attn.:
      Ing.
      Gabriela Roubíčková 

    


    REQUEST
      FOR THE ADVANCE/POSTPONEMENT OF THE REPAYMENT OF THE
      ADVANCE

    


    With
      reference to that certain Credit
      Line Agreement No. 2644/05/LCD
      of
      October 27, 2005 (hereinafter the “Agreement”),
      we
      hereby represent that, as of the date of this Request for Advance, no Event
      of
      Default within the meaning of Article IX (Events of Default) of the Agreement
      has occurred, threatens or will occur as a result of the making available of
      the
      Advance / postponement of the repayment of Advance and, at the same time, we
      hereby request you to make available to us an Advance / postpone the repayment
      of Advance, subject to the following terms and conditions:

    


    
      	
              Alternative
                A - new Advance:

            	 	 
	 	 	 
	
              Amount
                and Currency of Advance:

            	
              [CZK
                / EUR / USD]

            	 
	 	 	 
	
              Date
                of Advance:

            	 	 
	 	 	 
	
              Term
                of the Interest Rate Period:

            	
              [3
                / 6 / 12
                month(s)]

            	 
	 	 	 
	
              Repayment
                Day:

            	 	 
	 	 	 
	
              Kindly
                transfer the Advance to the Current Account. 

            	 
	 	 	 
	
              Alternative
                B - postponement of the repayment of
                Advance:

            	 
	 	 	 
	
              Amount
                and Currency of Advance:

            	
              [CZK
                / EUR / USD]

            	 
	 	 	 
	
              Original
                Repayment Day:

            	 	 
	 	 	 
	
              Term
                of the Interest Rate Period:

            	
              [3
                / 6 / 12
                month(s)]

            	 
	 	 	 
	
              New
                Repayment Day:

            	 	 


    

    


    We
      hereby
      request to settle our obligations towards the Bank due as of the Repayment
      Day /
      New Repayment Day by means of debiting the sum equal to such obligations from
      the Current Account.

    


    


    Done
      in
      __________, date: ______________

    


    


    
      	
              CET
                21 spol.s r.o.

            	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 	 
	
              Name:
                Ing.
                Petr Dvořák

            	 	
              Name:
                Milan Cimirot

            	 
	
              Title:
                Executive Director

            	 	
              Title:
                Executive Director

            	 


    

    


    


    The
      Bank
      hereby agrees with provision of the Advance / postponement of the repayment
      of
      Advance in an amount of ____________ up to the New Repayment Date, which shall
      be __________________.

    


    
      	
              Česká
                spořitelna, a.s.

            	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 	 
	
              Name:

            	 	 	
              Name:

            	 	 
	
              Title:

            	 	 	
              Title:

            	 	 
	
              Date:

            	 	 	
              Date:

            	 	 


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	
              The
                following facts to be inserted by the Bank:

            	 
	 	 
	
              Client:

            	 
	
              Total
                loan amount:

            	 
	
              Loan
                No. in SYMBOLS:

            	 
	
              Approved
                by: 

            	 
	
              Date:

            	 
	
              Verified
                by: 

            	 
	
              Date:

            	 


    

     

     

    13