Exhibit 10.48


    
      

    


    
      	C L I F F O R D	LIMITED
              LIABILITY PARTNERSHIP
	 	 
	C H A N C E	
              EXECUTION
                COPY

            


    

     

     

     

    


    EUR 37,500,000

     

    FACILITY
      AGREEMENT

     

    dated
      29
      July
      2005

     

    for

     

    PRODUKCIJA
      PLUS STORITVENO PODJETJE D.O.O.

     

    as
      Borrower

     

    CME
      MEDIA
      ENTERPRISES B.V.

     

    as
      Guarantor

     

    arranged
      by

     

    ING
      BANK
      N.V.

     

    with

     

    ING
      BANK
      N.V.

     

    acting
      as
      Agent and Security Agent

     

    THE
      FINANCIAL INSTITUTIONS MENTIONED HEREIN

     

    as
      Original Lenders

     

    


    
      
        

      

    

    


    REVOLVING
      FACILITY AGREEMENT

    


    
      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              CONTENTS

            
	 
	 
	
              Clause

            	
              Page

            
	 	 	 
	 	 	 
	
              1.

            	
              Definitions
                And Interpretation

            	
              1

            
	 	 	 
	
              2.

            	
              The
                Facility

            	
              13

            
	 	 	 
	
              3.

            	
              Purpose

            	
              13

            
	 	 	 
	
              4.

            	
              Conditions
                Of Utilisation

            	
              13

            
	 	 	 
	
              5.

            	
              Utilisation

            	
              15

            
	 	 	 
	
              6.

            	
              Repayment

            	
              16

            
	 	 	 
	
              7.

            	
              Prepayment
                And Cancellation

            	
              17

            
	 	 	 
	
              8.

            	
              Interest

            	
              21

            
	 	 	 
	
              9.

            	
              Interest
                Periods

            	
              22

            
	 	 	 
	
              10.

            	
              Changes
                To The Calculation Of Interest

            	
              22

            
	 	 	 
	
              11.

            	
              Fees

            	
              23

            
	 	 	 
	
              12.

            	
              Tax
                Gross Up And Indemnities

            	
              25

            
	 	 	 
	
              13.

            	
              Increased
                Costs

            	
              28

            
	 	 	 
	
              14.

            	
              Other
                Indemnities

            	
              29

            
	 	 	 
	
              15.

            	
              Mitigation
                By The Lenders

            	
              31

            
	 	 	 
	
              16.

            	
              Costs
                And Expenses

            	
              31

            
	 	 	 
	
              17.

            	
              Guarantee
                And Indemnity

            	
              33

            
	 	 	 
	
              18.

            	
              Representations

            	
              36

            
	 	 	 
	
              19.

            	
              Information
                Undertakings

            	
              40

            
	 	 	 
	
              20.

            	
              Financial
                Covenants

            	
              43

            
	 	 	 
	
              21.

            	
              General
                Undertakings

            	
              44

            
	 	 	 
	
              22.

            	
              Events
                Of Default

            	
              50

            
	 	 	 
	
              23.

            	
              Changes
                To The Lenders

            	
              54

            
	 	 	 
	
              24.

            	
              Changes
                To The Obligors

            	
              57

            
	 	 	 
	
              25.

            	
              Role
                Of The Agent And The Arranger

            	
              58

            
	 	 	 
	
              26.

            	
              Role
                Of Security Agent

            	
              63

            
	 	 	 
	
              27.

            	
              Conduct
                Of Business By The Finance Parties

            	
              71

            
	 	 	 
	
              28.

            	
              Sharing
                Among The Finance Parties

            	
              71

            
	 	 	 
	
              29.

            	
              Payment
                Mechanics

            	
              73

            
	 	 	 
	
              30.

            	
              Set-Off

            	
              75

            
	 	 	 
	
              31.

            	
              Notices

            	
              75

            
	 	 	 
	
              32.

            	
              Calculations
                And Certificates

            	
              78

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              33.

            	
              Partial
                Invalidity

            	
              79

            
	 	 	 
	
              34.

            	
              Remedies
                And Waivers

            	
              79

            
	 	 	 
	
              35.

            	
              Amendments
                And Waivers

            	
              79

            
	 	 	 
	
              36.

            	
              Counterparts

            	
              80

            
	 	 	 
	
              37.

            	
              Governing
                Law

            	
              81

            
	 	 	 
	
              38.

            	
              Enforcement

            	
              81

            
	 	 
	
              Schedule
                1 THE ORIGINAL LENDERS

            	
              82

            
	 	 
	
              Schedule
                2 CONDITIONS PRECEDENT

            	
              83

            
	 	 
	
              Schedule
                3 REQUESTS

            	
              86

            
	 	 
	
              Schedule
                4 MANDATORY COST FORMULAE

            	
              87

            
	 	 
	
              Schedule
                5 FORM OF TRANSFER CERTIFICATE

            	
              89

            
	 	 
	
              Schedule
                6 FORM OF COMPLIANCE CERTIFICATE

            	
              91

            
	 	 
	
              Schedule
                7 LMA FORM OF CONFIDENTIALITY UNDERTAKING

            	
              92

            
	 	 
	
              Schedule
                8 TIMETABLES

            	
              96

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

THIS
      AGREEMENT
      is dated
      29 July 2005 and made between:

     

    
      	
              (1)

            	
              PRODUKCIJA
                PLUS STORITVENO PODJETJE D.O.O. 
                (the "Borrower");

            


    

     

    
      	
              (2)

            	
              CME
                MEDIA ENTERPRISES B.V.
                (the "Guarantor");

            


    

     

    
      	
              (3)

            	
              ING
                BANK N.V.
                as
                mandated lead arranger (the "Arranger");

            


    

     

    
      	
              (4)

            	
              THE
                FINANCIAL INSTITUTIONS listed
                in Schedule 1 (The
                Original Lenders)
                as lenders (the "Original
                Lenders");

            


    

     

    
      	
              (5)

            	
              ING
                BANK N.V.
                as
                security agent for the Finance Parties (the "Security
                Agent");
                and

            


    

     

    
      	
              (6)

            	
              ING
                BANK N.V.
                as
                agent of the other Finance Parties (the "Agent")

            


    

     

    


     

    IT
      IS AGREED
      as
      follows:

     

    SECTION
      1

    INTERPRETATION

     

     

    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

    In
      this
      Agreement:

     

    "Acceptable
      Bank"
      means:

     

    
      	 	
              (a)

            	
              each
                of Bank Austria Creditanstalt d.d. Ljubljana and Nova Ljubljanska
                banka
                d.d., Ljubljana; or

            


    

     

    
      	 	
              (b)

            	
              any
                other bank or financial institution approved by the
                Agent.

            


    

     

    "Additional
      Cost Rate"
      has the
      meaning given to it in Schedule 4 (Mandatory
      Cost formulae).

     

    "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.

     

    "Agreement"
      means
      this agreement including all of its Schedules.

     

    "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 day
      which falls one Month before the Termination Date. 

     

    "Available
      Commitment"
      means a
      Lender's Commitment minus:

     

    
      
        	 	
                (a)

              	
                the
                  amount of its participation in any outstanding Loans; and
                  

              


      

       

    

    
      
        	 	
                (b)

              	
                in
                  relation to any proposed Utilisation, the amount of its participation
                  in
                  any Loans that are due to be made on or before the proposed Utilisation
                  Date, other than that Lender's participation in any Loans that
                  are due to
                  be repaid or prepaid on or before the proposed Utilisation
                  Date.

              


      

       

    

    
      
        
        

      

      
        -
          1
          -

        
          

        

      

      
        
        

      

    


    "Available
      Facility"
      means
      the aggregate for the time being of each Lender's Available Commitment.


     

    "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 Relevant 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.

              


      

       

    

    "Business
      Day"
      means a
      day (other than a Saturday or Sunday) on which banks are open for general
      business in Amsterdam, The Netherlands, Ljubljana, Slovenia and any TARGET
      Day.

     

    "Business
      Plan"
      means
      the five-year business plan of the Borrower and the Material
      Companies.

     

    "Cash
      Equivalent Investments"
      means
      at any time:

    

      
        	 	
                (a)

              	
                certificates
                  of deposit maturing within one year after the relevant date of
                  calculation
                  and issued by an Acceptable Bank;

              


      

       

      
        	 	
                (b)

              	
                any
                  investment in marketable debt obligations issued or guaranteed
                  by the
                  government of 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 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 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;

              


      

    

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                (d)

              	
                any
                  investment accessible within 30 days in money market funds which
                  have a
                  credit rating of either A-1 or higher by Standard & Poor's Rating
                  Services or Fitch Rating Ltd or P-1 or higher by Moody's Investor
                  Services
                  Limited and which invest substantially all their assets in securities
                  of
                  the types described in sub-paragraphs (a) to (d) above;
                  or

              


      

       

      
        	 	
                (e)

              	
                any
                  other debt security approved by the Majority
                  Lenders,

              


      

       

    

    in
      each
      case, to which any member of the Group is 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 one arising under the Security Documents).

     

    "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
      Group"
      means
      CME Ltd. and its direct and indirect Subsidiaries.

     

    "CME
      Ltd."
      means
      Central European Media Enterprises Ltd. a company organised under the laws
      of
      Bermuda.

     

    "Commitment"
      means:

     

    
      
        	 	
                (a)

              	
                in
                  relation to an Original Lender, the amount set opposite its name
                  under the
                  heading "Commitment"
                  in Schedule 1 (The
                  Original Lenders)
                  and the amount of any other Commitment transferred to it under
                  this
                  Agreement; and 

              


      

       

      
        	 	
                (b)

              	
                in
                  relation to any other Lender, the amount 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 6 (Form
      of Compliance Certificate).

     

    "Confidentiality
      Undertaking"
      means a
      confidentiality undertaking substantially in a recommended form of the LMA
      as
      set out in Schedule 7 (LMA
      Form of Confidentiality Undertaking)
      or in
      any other form agreed between the Borrower and the Agent.

     

    "Default"
      means
      an Event of Default or any event or circumstance specified in
      Clause 22
      (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.

     

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

     

    "Environmental
      Claim"
      means
      any claim, proceeding or investigation by any person in respect of any
      Environmental Law.

     

    
      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

    

     

    "Environmental
      Law"
      means
      any applicable law in any jurisdiction in which any member of the Group conducts
      business which relates to the pollution or protection of the environment or
      harm
      to or the protection of human health or the health of animals or
      plants.

     

    "Environmental
      Permits"
      means
      any permit, licence, consent, approval 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 the relevant member of the Group.

     

    "EURIBOR"
      means,
      in relation to any amount to be advanced to, or owing by, an Obligor under
      the
      Finance Documents in euro on which interest for a given period is to
      accrue:

     

    
      
        	 	
                (a)

              	
                the
                  percentage rate per annum equal to the offered quotation which
                  appears on
                  the page of the telerate screen which displays the rate of the
                  Banking
                  Federation of the European Union for the euro (being currently
                  page 248)
                  for such period as of 11.00 a.m. (Brussels time) on the Quotation Day
                  for such period or, if such page or such service shall cease to
                  be
                  available, such other page or such other service for the purpose
                  of
                  displaying an average rate of the Banking Federation of the European
                  Union
                  as the Agent, after consultation with the Lenders and the Borrower,
                  shall
                  select; or

              


      

       

      
        	 	
                (b)

              	
                if
                  no quotation for the euro for the relevant period is displayed
                  and the
                  Facility Agent has not selected an alternative service on which
                  a
                  quotation is displayed, the arithmetic mean (rounded upwards to
                  four
                  decimal places) of the rates (as notified to the Agent) at which
                  each of
                  the Reference Banks was offering to prime banks in the European
                  interbank
                  market deposits in the euro of an equivalent amount and for such
                  period as
                  of 11.00 a.m. (Brussels time) on the Quotation
                  Day.

              


      

       

    

    "Event
      of Default"
      means
      any event or circumstance specified as such in Clause 22
      (Events
      of Default).

     

    "Existing
      Facility"
      means
      the Loan Agreement No. 06/02-SIN, dated December 16, 2002, between the Borrower
      as borrower, Bank Austria Creditanstalt d.d. Ljubljana and Nova Ljubljanska
      Banka d.d., Ljubljana as the lenders and Bank Austria Creditanstalt d.d. as
      the
      agent.

     

    "Facility"
      means
      the revolving loan facility made available under this Agreement as described
      in
      Clause 2
      (The
      Facility).

     

    "Facility
      Office"
      means
      the office or offices notified by a Lender to the 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. 

     

    "Fee
      Letter"
      means
      any letter or letters dated on or about the date of this Agreement between
      the
      Arranger and the Borrower (or the Agent and the Borrower or the Security Agent
      and the Borrower) setting out any of the fees referred to in Clause 11
      (Fees).

     

    
      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

    

     

    "Finance
      Document"
      means
      this Agreement, any Fee Letter, each of the Security Documents and any other
      document designated as such by the Agent and the Borrower.

     

    "Finance
      Party"
      means
      the Agent, the Arranger, the Security Agent or a Lender.

     

    "Financial
      Indebtedness"
      means
      any indebtedness for or in respect of:

     

    
      
        	 	
                (a)

              	
                moneys
                  borrowed; 

              


      

       

      
        	 	
                (b)

              	
                any
                  amount raised by acceptance under any acceptance credit facility
                  or
                  dematerialised equivalent;

              


      

       

      
        	 	
                (c)

              	
                any
                  amount raised pursuant to any note purchase facility or the issue
                  of
                  bonds, notes, debentures, loan stock or any similar instrument;
                  

              


      

       

      
        	 	
                (d)

              	
                the
                  amount of any liability in respect of any lease or hire purchase
                  contract
                  which would, in accordance with GAAP, be treated as a finance or
                  capital
                  lease; 

              


      

       

      
        	 	
                (e)

              	
                receivables
                  sold or discounted (other than any receivables to the extent they
                  are sold
                  on a non-recourse basis);

              


      

       

      
        	 	
                (f)

              	
                any
                  amount raised under any other transaction (including any forward
                  sale,
                  advance or deferred purchase agreement) having the commercial effect
                  of a
                  borrowing, excluding for the avoidance of doubt, any amount payable
                  for
                  the purchase of programming as set forth in the Business
                  Plan;

              


      

       

      
        	 	
                (g)

              	
                any
                  derivative transaction entered into in connection with protection
                  against
                  or benefit from fluctuation in any rate or price (and, when calculating
                  the value of any derivative transaction, only the marked to market
                  value
                  shall be taken into account); 

              


      

       

      
        	 	
                (h)

              	
                any
                  counter-indemnity obligation in respect of a guarantee, indemnity,
                  bond,
                  standby or documentary letter of credit or any other instrument
                  issued by
                  a bank or financial institution;

              


      

       

      
        	 	
                (i)

              	
                any
                  amount raised by the issue of redeemable shares issued with a redemption
                  date prior to the Termination Date;
                  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.

              


      

       

    

    "GAAP"
      means
      generally accepted accounting principles in the United States.

     

    "Group"
      means
      the Guarantor, the Borrower and the Material Companies.

     

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

     

    "Indenture"
      means
      the indenture dated 5 May 2005 among CME Ltd. as issuer, Central European Media
      Enterprises N.V. and the Guarantor as subsidiary guarantors and JPMorgan Chase
      Bank N.A., London Branch as trustee, transfer agent, principal paying agent
      and
      security trustee, and J.P. Morgan Bank Luxembourg S.A. as registrar, Luxembourg
      transfer and paying agent.

     

    
      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

        

      

    

    


    "Interest
      Period"
      means,
      in relation to a Loan, each period determined in accordance with
      Clause 9
      (Interest
      Periods) and,
      in relation to an Unpaid Sum, each period determined in accordance with
      Clause 8.3
      (Default
      interest).

     

    "Kanal
      A"
      means
      Kanal A televizijska postaja d.o.o., Ljubljana.

     

    "Kranjčeva
      Lease"
      means
      the lease agreement with number LJ31246 dated 17 March 2005 and concluded
      between Hypo Leasing d.o.o. as lessor and the Borrower as lessee for a term
      of
      180 months in relation to premises situated at Kranjčeva 26, Ljubljana and with
a
      capitalised lease value of EUR 3,465,000.

     

    "Lender"
      means:

     

    
      
        	 	
                (a)

              	
                any
                  Original Lender; and 

              


      

       

      
        	 	
                (b)

              	
                any
                  bank, financial institution, trust, fund or other entity which
                  has become
                  a Party in accordance with Clause 23
                  (Changes
                  to the Lenders),

              


      

       

    

    which
      in
      each case has not ceased to be a Party in accordance with the terms of this
      Agreement.

     

    "Licences"
      means
      each of the broadcasting licences for the delivery of television services issued
      to each of the Material Companies by the appropriate ministry in
      Slovenia.

     

    "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)

              	
                if
                  there are no Loans then outstanding, a Lender or Lenders whose
                  Commitments
                  aggregate more than 662/3%
                  of the Total Commitments (or, if the Total Commitments have been
                  reduced
                  to zero, aggregated more than 662/3%
                  of the Total Commitments immediately prior to the reduction); or
                  

              


      

       

      
        	 	
                (b)

              	
                at
                  any other time, a Lender or Lenders whose participations in the
                  Loans then
                  outstanding aggregate more than 662/3%
                  of all the Loans then outstanding.

              


      

       

    

    "Mandatory
      Cost"
      means
      the percentage rate per annum calculated by the Agent in accordance with
      Schedule 4 (Mandatory
      Cost formulae).

     

    "Margin"
      means
      3.60 per cent per annum, but if:

    

      
        	 	
                (a)

              	
                no
                  Default has occurred and is continuing;
                  and

              


      

       

      
        	 	
                (b)

              	
                the
                  ratio of consolidated Net Debt to consolidated Broadcasting Cash
                  Flow in
                  respect of the most recently completed Relevant Period is within
                  the range
                  set out below, then the Margin shall be the percentage per annum
                  set out
                  opposite such range:

              


      

       

    

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Ratio
                  of Net Debt to Broadcasting Cash Flow 

                 

              	
                Margin

              
	
                Greater
                  than or equal to 3.0:1/Less than 3.5: 1

                 

              	
                3.60
                  per cent per annum

              
	
                Greater
                  than or equal to 2.5:1/Less than 3.0:1

                 

              	
                3.10
                  per cent per annum

              
	
                Greater
                  than or equal to 2.0:1/Less than 2.5:1

                 

              	
                2.60
                  per cent per annum

              
	
                Less
                  than 2.0:1

                 

              	
                2.10
                  per cent per annum

              


      

    

    


     

    (and
      any
      reduction in the Margin shall take effect only in relation to any Loan made
      or
      Interest Period commencing on the third Business Day after receipt by the Agent
      of the Compliance Certificate for that Relevant Period pursuant to Clause
19.2
      (Compliance
      Certificate)).
      For
      the purpose of determining the Margin, "Net Debt", "Broadcasting Cash Flow"
      and
      "Relevant Period" shall be determined in accordance with Clause 20.1
      (Financial
      definitions)].

     

    "Material
      Adverse Effect" means
      a
      material adverse effect on:

     

    
      
        	 	
                (a)

              	
                the
                  business, operations, property, condition (financial or otherwise)
                  or
                  prospects of the Borrower and the Material Companies taken as a
                  whole;
                  

              


      

       

      
        	 	
                (b)

              	
                the
                  ability of an Obligor to perform its obligations under the Finance
                  Documents; or

              


      

       

      
        	 	
                (c)

              	
                the
                  validity or enforceability of the Finance Documents or the rights
                  or
                  remedies of any Finance Party under the Finance
                  Documents.

              


      

       

    

    "Material
      Company"
      means
      each of Pop TV and Kanal A and "Material
      Companies"
      means
      both of them.

     

    "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:


    
      	 	
              (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.

              


      


      
        
          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

        

      

    

     

    The
      above
      rules will only apply to the last Month of any period.

     

    "Obligors"
      means
      the Borrower and the Guarantor, and "Obligor"
      means
      either of them.

     

    "Original
      Financial Statements"
      means:

     

    
      
        	 	
                (a)

              	
                in
                  relation to the Borrower, its (i) audited consolidated financial
                  statements for its financial year ended December 2004 and for the
                  first
                  quarter of its financial year ending December 2005 prepared in
                  accordance
                  with GAAP; and (ii) audited consolidated and unaudited unconsolidated
                  financial statements for its financial year ended December 2004
                  prepared
                  in accordance with SAS; and

              


      

       

      
        	 	
                (b)

              	
                in
                  relation to CME Ltd., its audited consolidated financial statements
                  for
                  its financial year ended December
                  2004.

              


      

       

    

    "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
      Financial Indebtedness"
      means
      Financial Indebtedness:

     

    
      
        	 	
                (a)

              	
                arising
                  under this Agreement;

              


      

       

      
        	 	
                (b)

              	
                arising
                  under any intercompany loan which is fully subordinated to this
                  Agreement;
                  

              


      

       

      
        	 	
                (c)

              	
                (prior
                  to the first Utilisation) arising under the Existing Facility;
                  

              


      

       

      
        	 	
                (d)

              	
                arising
                  under the Kranjčeva Lease; or

              


      

       

      
        	 	
                (e)

              	
                not
                  permitted by the preceding paragraphs and the outstanding amount
                  of which
                  does not exceed EUR 250,000 in aggregate (or its equivalent in other
                  currencies).

              


      

       

    

    "Permitted
      Security"
      means
      Security:

     

    
      
        	 	
                (a)

              	
                arising
                  under this Agreement or any other Finance Document;
                  

              


      

       

      
        	 	
                (b)

              	
                (prior
                  to its release immediately following repayment of the Existing
                  Facility)
                  arising under the Existing Facility;


              


      

       

      
        	 	
                (c)

              	
                arising
                  under the Kranjčeva Lease; or

              


      

       

      
        	 	
                (d)

              	
                securing
                  indebtedness the outstanding principal amount of which (when aggregated
                  with the outstanding principal amount of any other indebtedness
                  which has
                  the benefit of Security given by any member of the Group other
                  than any
                  permitted under paragraph (a), (b) or (c) above) does not exceed
                  EUR 250,000 in aggregate (or its equivalent in other
                  currencies).

              


      

       

    

    "Pop
      TV"
      means
      Pop TV družba za marketing, inženiring, trgovino, svetovanje, storitve in
      zastopanje, d.o.o., Ljubljana


    
      
        
          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      

    

     

    "Pro
      Plus Business Interest Pledge Agreement"
      means
      the Business Interest Pledge Agreement between CME Media Enterprises B.V. and
      the Finance Parties relating to the business interest in Produkcija Plus
      storitveno podjetje d.o.o. owned by CME Media Enterprises B.V.

     

    "Qualifying
      Lender"
      has the
      meaning given to it in Clause 12
      (Tax
      gross-up and indemnities).

     

    "Quasi-Security"
      has the
      meaning given to it in Clause 21.3
      (Negative
      pledge).

     

    "Quotation
      Day"
      means,
      in relation to any period for which an interest rate is to be determined two
      TARGET Days before the first day of that period unless market practice differs
      in the Relevant Interbank Market, in which case the Quotation Day will be
      determined by the Agent in accordance with market practice in the Relevant
      Interbank Market (and if quotations would normally be given by leading banks
      in
      the Relevant Interbank Market on more than one day, the Quotation Day will
      be
      the last of those days).

     

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

     

    "Reduction
      Date"
      means
      each of the dates specified in Clause 6.2
      (Reduction
      of Facility)
      as
      Reduction Dates.

     

    "Reduction
      Instalment"
      means
      each instalment for reduction of the Loans referred to in Clause 6.2
      (Reduction
      of Facility).

     

    "Reference
      Banks"
      means
      the principal office in Amsterdam of ING Bank N.V. and the principal offices
      in
      Ljubljana of Bank Austria Creditanstalt d.d. Ljubljana and Nova Ljubljanska
      banka d.d., Ljubljana or such other banks as may be appointed by the Agent
      in
      consultation with the Borrower.

     

    "Relevant
      Interbank Market"
      means
      in relation to euro, the European interbank market.

     

    "Repeating
      Representations"
      means
      each of the representations set out in Clauses 18.1
      (Status)
      to
18.6
      (Governing
      law and enforcement),
      Clause
18.9
      (No
      default),
      Clause
18.10
      (No
      misleading information),
      Clause
18.12
      (Pari
      passu ranking)
      and
      Clause 18.13
      (No
      proceedings pending or threatened).

     

    "Rollover
      Loan"
      means
      one or more Loans:

     

    
      
        	 	
                (a)

              	
                made
                  or to be made on the same day that a maturing Loan is due to be
                  repaid;

              


      

       

      
        	 	
                (b)

              	
                the
                  aggregate amount of which is equal to or less than the maturing
                  Loan;
                  and

              


      

       

      
        	 	
                (c)

              	
                made
                  or to be made for the purpose of refinancing a maturing
                  Loan.

              


      

       

    

    "SAS"
      means
      Slovene accounting standards (Slovenski
      računovodski
      standardi)
      issued
      by
      the Association of Accountants, Treasurers and Auditors of Slovenia
      (Zveza
      Racunovodij, financnikov in Revizorjev Slovenijeh).

     

    
      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      

    

    


    "Secured
      Obligations"
      means
      all obligations at any time due, owing or incurred by any Obligor to any Finance
      Party under the Finance Documents, whether present or future, actual or
      contingent (and whether incurred solely or jointly and whether as principal
      or
      surety or in some other capacity).

     

    "Security
      Documents"
      means
      each of the documents listed as being a Security Document in Paragraph
4
      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;

     

    "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.

     

    "Specified
      Time"
      means a
      time determined in accordance with Schedule 8 (Timetables).

     

    "Subsidiary"
      means
      in relation to any company or corporation, a company or
      corporation:

     

    
      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

              	
                more
                  than half the issued share capital of which is beneficially owned,
                  directly or indirectly by the first mentioned company or corporation;
                  or
                  

              


      

       

      
        	 	
                (c)

              	
                which
                  is a Subsidiary of another Subsidiary of the first mentioned company
                  or
                  corporation,

              


      

       

    

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

     

    "TARGET"
      means
      Trans-European Automated Real-time Gross Settlement Express Transfer payment
      system.

     

    "TARGET
      Day"
      means
      any day on which TARGET is open for the settlement of payments in
      euro.

     

    "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).

     

    "Termination
      Date"
      means
      the earlier of (i) 60 Months after the date of this Agreement; (ii) 22 July
      2010; and (iii) the date when the Borrower and the other Parties hereto have
      no
      obligations towards each other.

     

    "Total
      Commitments"
      means
      the aggregate of the Commitments being EUR 37,500,000 at the date of this
      Agreement.

     

    "Transaction
      Security"
      means
      the security created or expressed to be created pursuant to the Security
      Documents.

     

    
      
        
          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      

    

     

    "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 Agent and the Borrower.

     

    "Transfer
      Date"
      means,
      in relation to a transfer, the later of:

     

    
      
        	 	
                (a)

              	
                the
                  proposed Transfer Date specified in the Transfer Certificate; and
                  

              


      

       

      
        	 	
                (b)

              	
                the
                  date on which the Agent executes the Transfer
                  Certificate.

              


      

       

    

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

     

    "Utilisation"
      means a
      utilisation of the Facility.

     

    "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 form set out in Schedule 3 (Requests).

     

    "VAT"
      means
      value added tax as provided for in the Value Added Tax Act 1994 and any other
      tax of a similar nature in any other applicable jurisdiction.

     

    
      	
              1.2

            	
              Construction 

            


    

    
      
        	 	
                (a)

              	
                Unless
                  a contrary indication appears any reference in this Agreement
                  to:

              


      

       

      
        
          	 	
                  (i)

                	
                  the
                    "Agent",
                    the "Arranger",
                    the "Security
                    Agent",
                    any "Finance
                    Party",
                    any "Lender",
                    any "Obligor"
                    or any "Party"
                    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)

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

                


        

         

        
          	 	
                  (iii)

                	
                  a
                    "Finance
                    Document"
                    or any other agreement or instrument is a reference to that Finance
                    Document or other agreement or instrument as amended or
                    novated;

                


        

         

        
          	 	
                  (iv)

                	
                  "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;

                


        

         

        
          	 	
                  (v)

                	
                  a
                    "person"
                    includes any person, firm, company, corporation, government,
                    state or
                    agency of a state or any association, trust or partnership (whether
                    or not
                    having separate legal personality) of two or more of the
                    foregoing;

                


        

         

        
          	 	
                  (vi)

                	
                  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 regulatory, self-regulatory or other authority or organisation;
                    

                


        

        

          
            
              
              

            

            
              -
                11
                -

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
        	 	
                (vii)

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

              


      

      


      
        	 	
                (viii)

              	
                a
                  time of day is a reference to Amsterdam
                  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 waived. 

              


      

       

    

    
      	
              1.3

            	
              Currency
                Symbols and Definitions

            


    

    "EUR"
      and
      "euro"
      means
      the single currency unit of the Participating Member States.

     

    
      	
              1.4

            	
              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 to enjoy the benefit of any term of this
                  Agreement.

              


      

       

      
        	 	
                (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.

              


      

       

    

    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    


    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
      euro revolving loan facility in an aggregate amount equal 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.

              


      

       

    

    
      	
              3.

            	
              PURPOSE

            


    

     

    
      	
              3.1

            	
              Purpose

            


    

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

     

    
      
        	 	
                (a)

              	
                refinancing
                  the Existing Facility;

              


      

       

      
        	 	
                (b)

              	
                making
                  loans to other members of the Group;
                  and

              


      

       

      
        	 	
                (c)

              	
                the
                  general corporate and working capital purposes of the
                  Borrower.

              


      

       

    

    
      	
              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 UTALISATION

            


    

     

    
      	
              4.1

            	
              Initial
                conditions precedent 

            


    

    The
      Borrower may not deliver a Utilisation Request unless the Agent has received
      all
      of the documents and other evidence listed in Schedule 2 (Conditions
      precedent)
      in form
      and substance satisfactory to the Agent. The Agent shall notify the Borrower
      and
      the Lenders promptly upon being so satisfied.

     

    
      
        
          
          

        

        
          -
            13
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	
              4.2

            	
              Further
                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:

    

      
        	 	
                (a)

              	
                in
                  the case of a Rollover Loan, no Event of Default is continuing
                  or would
                  result from the proposed Loan, and, in the case of any other Loan,
                  no
                  Default is continuing or would result from the proposed Loan;
                  

              


      

       

      
        	 	
                (b)

              	
                the
                  outstandings of the Borrower (including the amount requested in
                  the
                  Utilisation Request) would not result in the ratio of Net Debt
                  to
                  Broadcasting Cash flow applicable at such time pursuant to Clause
                  20.2
                  (Financial
                  Condition)
                  being exceeded.

              


      

       

      
        	 	
                (c)

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

              


      

       

    

    
      	
              4.3

            	
              Maximum
                number of Loans

            


    

    The
      Borrower may not deliver a Utilisation Request if as a result of the proposed
      Utilisation five or more Loans would be outstanding.

     

    
      
        
          
          

        

        
          -
            14
            -

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      3

    UTILISATION

     

    
      	
              5.

            	
              UTALISATION

            


    

     

    
      	
              5.1

            	
              Delivery
                of a Utilisation Request

            


    

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

     

    
      	
              5.2

            	
              Completion
                of a Utilisation Request

            


    

    
      
        	 	
                (a)

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

              


      

       

    

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

            	
              the
                proposed Interest Period complies with Clause 9
                (Interest
                Periods).

            


    

     

    
      	 	
              (b)

            	
              Only
                one Loan may be requested in each Utilisation
                Request.

            


    

     

    
      	
              5.3

            	
              Currency
                and amount

            


    

    
      
        	 	
                (a)

              	
                The
                  currency specified in a Utilisation Request must be
                  euro.

              


      

       

      
        	 	
                (b)

              	
                The
                  amount of the proposed Loan must be an amount which is not more
                  than the
                  Available Facility and which is a minimum of EUR 2,500,000 and
                  an integral
                  multiple of EUR 500,000 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.

              


      

       

      
        	 	
                (c)

              	
                The
                  Agent shall notify each Lender of the amount of each Loan and the
                  amount
                  of its participation in that Loan, in each case by the Specified
                  Time.

              


      

       

    

    
      
        
        

      

      
        -
          15
          -

        
          

        

      

      
        
        

      

    


    SECTION
      4

    REPAYMENT,
      PREPAYMENT AND CANCELLATION

     

    
      	
              6.

            	
              REPAYMENT

            


    

     

    
      	
              6.1

            	
              Repayment
                of Loans

            


    

    The
      Borrower shall repay each Loan on the last day of its Interest Period and,
      provided that the Borrower complies with the provisions of Clause 5.1
      (Delivery
      of a Utilisation Request),
      the
      Borrower may refinance any maturing Loan with a Rollover Loan.

     

    
      	
              6.2

            	
              Reduction
                of Facility

            


    

    
      
        	 	
                (a)

              	
                The
                  Total Commitments shall be reduced in instalments on each Reduction
                  Date
                  by an amount equal to the percentage of the Total Commitments at
                  the date
                  of this Agreement as set out in the table
                  below:

              


      

       

    

    
      	
              Reduction
                Date

            	
              Reduction
                Instalment Percentage

               

            
	
              12
                Months after the date of this Agreement

               

            	
              10
                %

               

            
	
              24
                Months after the date of this Agreement

               

            	
              10
                %

               

            
	
              36
                Months after the date of this Agreement

               

            	
              10
                %

               

            
	
              48
                Months after the date of this Agreement

               

            	
              10
                %

               

            
	
              60
                Months after the date of this Agreement

               

            	
              60
                %

               

            


    

     

    
      	 	
              (b)

            	
              The
                Borrower shall ensure that sufficient Loans are repaid on a Reduction
                Date
                to the extent necessary so that the aggregate amount of the outstanding
                Loans (after that repayment) is equal to or less than the reduced
                amount
                of the Total Commitments.

            


    

     

    
      	 	
              (c)

            	
              Any
                reduction of the Total Commitments shall reduce rateably the Commitment
                of
                each Lender.

            


    

     

    
      	 	
              (d)

            	
              If
                the Borrower cancels the whole or any part of the Commitments in
                accordance with Clause 7.7
                (Right
                of repayment and cancellation in relation to a single
                Lender)
                or if the Commitment of any Lender is reduced under
                Clause 7.1
                (Illegality),
                then the amount of the Reduction Instalment for each Reduction Date
                falling after that cancellation will reduce pro rata by the amount
                cancelled. 

            


    

     

    
      
        	 	
                (e)

              	
                If
                  the whole or any part of the Commitments are cancelled or reduced
                  in
                  accordance with 7.2
                  (Change
                  of shareholding),
                  Clause 7.3
                  (Disposal
                  Proceeds, Insurance Proceeds)
                  or Clause 7.5
                  (Voluntary
                  cancellation),
                  then the amount of the Reduction Instalment for each Reduction
                  Date
                  falling after that cancellation or reduction will reduce in inverse
                  chronological order by the amount cancelled or
                  reduced.

              


      


      
        
          
          

        

        
          -
            16
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	
              7.

            	
              PREPAYMENT
                AND CANCELLATION

            


    

     

    
      	
              7.1

            	
              Illegality

            


    

    If,
      at
      any time, it is or will become unlawful in any applicable jurisdiction for
      a
      Lender to perform any of its obligations as contemplated by this Agreement
      or to
      fund or maintain its participation in any Loan:

     

    
      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

              	
                upon
                  the 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 made
                  to the
                  Borrower on the last day of the Interest Period for each Loan occurring
                  after the Agent has notified the Borrower or, if earlier, the date
                  specified by the Lender in the notice delivered to the
                  Agent.

              


      

       

    

    
      	
              7.2

            	
              Change
                of shareholding

            


    

    
      
        	
              	
                (a)

              	
                Subject
                  to paragraph (b) below, if any change occurs in the shareholding
                  of either
                  the Borrower or the Guarantor from the shareholding as at the date
                  of this
                  Agreement as set out in Clause 18.21
                  (Ownership
                  of shares):

              


      

       

      
        	 	
                (i)

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

              


      

       

      
        	 	
                (ii)

              	
                the
                  Total Commitments shall be cancelled in full and all outstanding
                  Loans,
                  together with accrued interest, and all other amounts accrued under
                  the
                  Finance Documents shall become immediately due and
                  payable.

              


      

       

      
        	 	
                (b)

              	
                Paragraph
                  (a) above shall not apply if a transfer occurs within the CME Group
                  of up
                  to 100 per cent of the shares in relation to the Borrower and 100
                  per cent
                  of the shares in relation to the Guarantor and, in the case of
                  the
                  Borrower, in such a manner that up to 100 per cent of the shares
                  of the
                  Borrower remain directly or indirectly owned by the
                  Guarantor.

              


      

       

    

    
      	
              7.3

            	
              Disposal
                Proceeds, Insurance
                Proceeds

            


    

    
      
        	 	
                (a)

              	
                The
                  Borrower shall prepay an amount equal to Disposal Proceeds and
                  Insurance
                  Proceeds and any such prepayment shall be applied in prepayment
                  of Loans
                  (in inverse chronological order). The Commitments shall be permanently
                  cancelled in an amount equal to the amount of any Disposal Proceeds
                  and
                  the amount of any Insurance Proceeds.


              


      

       

      
        	 	
                (b)

              	
                For
                  the purposes of paragraph (a)
                  above:

              


      

       

    

    "Disposal"
      means a
      sale, lease, licence, transfer, loan or other disposal by a person of any asset,
      undertaking or business (whether by a voluntary or involuntary single
      transaction or series of transactions).

     

    "Disposal
      Proceeds"
      means
      the consideration receivable by the Borrower or any of its Subsidiaries
      (including any amount receivable in repayment of intercompany debt) for any
      Disposal made by the Borrower or any of its Subsidiaries except for Excluded
      Disposal Proceeds and after deducting:

     

    
      
        
          
          

        

        
          -
            17
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (i)

            	
              reasonable
                expenses incurred by the Borrower or any of its Subsidiaries with
                respect
                to that Disposal to persons other than the Borrower or any of its
                Subsidiaries; and

            


    

     

    
      	 	
              (ii)

            	
              any
                Tax incurred and required to be paid by the seller in connection
                with that
                Disposal (as reasonably determined by the seller, on the basis of
                existing
                rates and taking account of any available credit, deduction or
                allowance).

            


    

     

    "Excluded
      Disposal Proceeds"
      means:

     

    
      	 	
              (i)

            	
              the
                proceeds of any Disposal which is made in the ordinary course of
                trading
                of the disposing entity and on arm's length terms;
                

            


    

     

    
      	 	
              (ii)

            	
              the
                proceeds of any Disposal which are applied in the purchase of assets
                to be
                used in the business of the Group within 180 days of such Disposal
                (and
                the finance director of the Borrower delivers to the Agent a certificate
                to the effect that the proceeds of such Disposal will be applied
                in the
                purchase of assets to be used in the business of the Group and a
                further
                certificate at the end of such 180 day period as to the purchase
                of such
                assets within such 180 day period);
                or

            


    

     

    
      	 	
              (iii)

            	
              an
                individual Disposal where the proceeds from that Disposal are an
                amount
                less than EUR 100,000 (or its currency equivalent) and which when
                aggregated with the proceeds of other Disposals made in the same
                financial
                year of the Borrower do not exceed EUR 100,000 (or its currency
                equivalent).

            


    

     

    "Excluded
      Insurance Proceeds"
      means
      any proceeds of an insurance claim which are applied within 180 days of
      receipt:

     

    
      	 	
              (i)

            	
              to
                meet a third party claim; or

            


    

     

    
      	 	
              (ii)

            	
              to
                the purchase of assets to be used in the business of the
                Group.

            


    

     

    "Insurance
      Proceeds"
      means
      the proceeds of any insurance claim received by the Borrower or any of its
      Subsidiaries except for Excluded Insurance Proceeds and after deducting any
      reasonable expenses in relation to that claim which are incurred by the Borrower
      or any of its Subsidiaries to persons other than the Borrower or its
      Subsidiaries.

     

    
      	
              7.4

            	
              Broadcasting
                Cash Flow

            


    

    If
      at any
      time the ratio of consolidated Net Debt to consolidated Broadcasting Cash Flow
      is higher than the ratio applicable at such time pursuant to Clause 20.2
      (Financial
      Condition),
      the
      Borrower shall prepay Loans in an amount equal to the amount by which
      consolidated Net Debt has to be reduced to ensure that the ratio of consolidated
      Net Debt to Broadcasting Cash Flow is lower than or equal to the ratio
      applicable pursuant to Clause 20.2
      (Financial
      Condition)
      as if
      the Loans had been prepaid at the immediately preceding date on which financial
      covenants are tested pursuant to Clause 20.3
      (Financial
      Testing).

     

    
      
        
          
          

        

        
          -
            18
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	
              7.5

            	
              Voluntary
                cancellation

            


    

    The
      Borrower may, if it gives the Agent not less than five Business Days' (or such
      shorter period as the Majority Lenders may agree) prior notice, cancel the
      whole
      or any part (being a minimum amount of EUR 5,000,000 and an integral
      multiple of EUR 1,000,000) of the Available Facility without any fee or
      penalty. Any cancellation under this Clause 7.5
      shall
      reduce the Commitments of the Lenders rateably.

     

    
      	
              7.6

            	
              Voluntary
                Prepayment of Loans

            


    

    The
      Borrower may, if it gives the Agent not less than five Business Days' (or such
      shorter period as the Majority Lenders may agree) prior notice, prepay the
      whole
      or any part of a Loan (but if in part, being an amount that reduces the amount
      of the Loan by a minimum amount of EUR 1,000,000 and an integral multiple
      of EUR 500,000).

     

    
      	
              7.7

            	
              Right
                of repayment and cancellation 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 12.2
                (Tax
                gross-up);
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                Lender claims indemnification from the Borrower under Clause 12.3
                (Tax
                indemnity)
                or Clause 13
                (Increased
                costs);
                or

            


    

     

    
      	 	
              (iii)

            	
              any
                Lender notifies the Agent of its Additional Cost Rate under paragraph
                3 of
                Schedule 4 (Mandatory
                Cost formulae),

            


    

     

    the
      Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the
      circumstance giving rise to the requirement or indemnification continues or
      (in
      the case of paragraph (iii) above) that Additional Cost Rate is greater than
      zero, give the 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, 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 (or, if earlier, the date
                  specified
                  by the Borrower in that notice), the Borrower shall repay that
                  Lender's
                  participation in that Loan.

              


      

       

    

    
      	
              7.8

            	
              Restrictions

            


    

    
      
        	 	
                (a)

              	
                Any
                  notice of cancellation or prepayment given by any Party under this
                  Clause
                  7
                  shall 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.

              


      

      

        
          
            
            

          

          
            -
              19
              -

            
              

            

          

          
            
            

          

        

      

      

        
          	 	
                  (b)

                	
                  Any
                    prepayment under this Agreement shall be made together with accrued
                    interest on the amount prepaid and, subject to any Break Costs,
                    without
                    premium or penalty.

                


        

         

        
          	 	
                  (c)

                	
                  Other
                    than amounts prepaid pursuant to Clause 7.2
                    (Change
                    of Shareholding),
                    Clause 7.3
                    (Disposal
                    Proceeds, Insurance Proceeds),
                    or Clause 7.4
                    (Broadcasting
                    Cash Flow)
                    or unless a contrary indication appears in this Agreement, any
                    part of the
                    Facility which is prepaid may be reborrowed in accordance with
                    the terms
                    of this Agreement.

                


        

         

        
          	 	
                  (d)

                	
                  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.

                


        

         

        
          	 	
                  (e)

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

                


        

         

        
          	 	
                  (f)

                	
                  If
                    the Agent receives a notice under this Clause 7
                    it
                    shall promptly forward a copy of that notice to either the Borrower
                    or the
                    affected Lender, as appropriate.

                


        

         

      

    

    
      
        
        

      

      
        -
          20
          -

        
          

        

      

      
        
        

      

    


    SECTION
      5

    COSTS
      OF UTILISATION

     

    
      	
              8.

            	
              INTEREST

            


    

     

    
      	
              8.1

            	
              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)

              	
                EURIBOR;
                  and

              


      

       

      
        	 	
                (c)

              	
                Mandatory
                  Cost, if any.

              


      

       

    

    
      	
              8.2

            	
              Payment
                of interest

            


    

    On
      the
      last day of each Interest Period the Borrower shall pay accrued interest on
      the
      Loan to which that Interest Period relates (and, if the Interest Period is
      longer than six Months, on the dates falling at six Monthly intervals after
      the
      first day of the Interest Period).

     

    
      	
              8.3

            	
              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 two 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 Agent (acting reasonably). Any interest accruing
                    under
                    this Clause 8.3
                    shall be immediately payable by the Obligor on demand by the
                    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 two 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.

              


      

       

    

    
      	
              8.4

            	
              Notification
                of rates of interest

            


    

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

     

    
      
        
          
          

        

        
          -
            21
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	
              9.

            	
              INTEREST
                PERIODS

            


    

     

    
      	
              9.1

            	
              Selection
                of Interest Periods

            


    

    
      
        	 	
                (a)

              	
                The
                  Borrower may select an Interest Period for a Loan in the Utilisation
                  Request for that Loan.

              


      

       

      
        	 	
                (b)

              	
                Subject
                  to this Clause 9,
                  the Borrower may select an Interest Period of one, three or six
                  Months or
                  any other period agreed between the Borrower and the Agent (acting
                  on the
                  instructions of all the Lenders). In addition the Borrower may
                  select an
                  Interest Period of a period of less than one Month, if necessary
                  to ensure
                  that (when aggregated with the Available Facility) there are sufficient
                  Loans (with an aggregate amount equal to or greater than the Reduction
                  Instalment) which have an Interest Period ending on a Reduction
                  Date for
                  the scheduled reduction to occur.

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        	 	
                (d)

              	
                Each
                  Interest Period for a Loan shall start on the Utilisation
                  Date.

              


      

       

      
        	 	
                (e)

              	
                A
                  Loan has one Interest Period only.

              


      

       

    

    
      	
              9.2

            	
              Changes
                to Interest Periods

            


    

    
      
        	 	
                (a)

              	
                Prior
                  to determining the interest rate for a Loan, the Agent may shorten
                  the
                  Interest Period for any Loan to ensure that, when aggregated with
                  the
                  Available Facility, there are sufficient Loans (with an aggregate
                  amount
                  equal to or greater than the Reduction Instalment) which have an
                  Interest
                  Period ending on a Reduction Date for the scheduled reduction to
                  occur.

              


      

       

      
        	 	
                (b)

              	
                If
                  the Agent makes any of the changes to an Interest Period referred
                  to in
                  this Clause 9.2,
                  it shall promptly notify the Borrower and the
                  Lenders.

              


      

       

    

    
      	
              9.3

            	
              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).

     

    
      	
              10.

            	
              CHANGES
                TO THE CALCULATION OF
                INTEREST

            


    

     

    
      	
              10.1

            	
              Absence
                of quotations

            


    

    Subject
      to Clause 10.2
      (Market
      disruption),
      if
      EURIBOR 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 EURIBOR shall be determined on the basis of the quotations of the
      remaining Reference Banks.

     

    
      	
              10.2

            	
              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 rate per annum which is the sum
                  of:

              


      

       

    

    
      
        	 	
                (i)

              	
                the
                  Margin;

              


      


      
        
          
          

        

        
          -
            22
            -

          
            

          

        

        
          
          

        

      

    

    

      
        	 	
                (ii)

              	
                the
                  rate notified to the Agent by that Lender as soon as practicable
                  and in
                  any event before 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)

              	
                In
                  this Agreement "Market
                  Disruption Event"
                  means:

              


      

       

      
        
          	 	
                  (i)

                	
                  at
                    or about 11:00 (Brussels time) on the Quotation Day for the relevant
                    Interest Period the applicable Telerate Screen is not available
                    and none
                    or only one of the Reference Banks supplies a rate to the Agent
                    to
                    determine EURIBOR for euro and the relevant Interest Period;
                    or

                


        

        


        
          	 	
                  (ii)

                	
                  before
                    close of business in Amsterdam on the Quotation Day for the relevant
                    Interest Period, the 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 obtaining matching deposits in the Relevant Interbank
                    Market
                    would be in excess of
                    EURIBOR.

                


        

      

       

    

    
      	
              10.3

            	
              Alternative
                basis of interest or
                funding

            


    

    
      
        	 	
                (a)

              	
                If
                  a Market Disruption Event occurs and the Agent or the Borrower
                  so
                  requires, the 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.

              


      

       

    

    
      	
              10.4

            	
              Break
                Costs

            


    

    
      
        	 	
                (a)

              	
                The
                  Borrower shall, within three 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 the 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
                  Agent, provide a certificate confirming the amount of its Break
                  Costs for
                  any Interest Period in which they
                  accrue.

              


      

    

     

    
      	
              11.

            	
              FEES

            


    

     

    
      	
              11.1

            	
              Commitment
                fee

            


    

    
      
        	 	
                (a)

              	
                The
                  Borrower shall pay to the Agent (for the account of each Lender)
                  a fee in
                  euro computed at the rate per annum which is equal to 50 per cent.
                  of the
                  Margin on that Lender's Available Commitment for the Availability
                  Period.

              


      

       

      
        
          	 	
                  (b)

                	
                  The
                    accrued commitment fee is payable on the last day of each successive
                    period of three Months which ends during the Availability Period,
                    on the
                    last day of the Availability Period and, if cancelled in full,
                    on the
                    cancelled amount of the relevant Lender's Commitment at the time
                    the
                    cancellation is effective.

                


        


        
          
            
            

          

          
            -
              23
              -

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              11.2

            	
              Arrangement
                fee

            


    

    The
      Borrower shall pay to the Arranger an arrangement fee in the amount and at
      the
      times agreed in a Fee Letter.

     

    
      	
              11.3

            	
              Agency
                fee

            


    

    The
      Borrower shall pay to the Agent (for its own account) an agency fee in the
      amount and at the times agreed in a Fee Letter.

     

    
      	
              11.4

            	
              Upfront
                fee

            


    

    The
      Borrower shall pay to the Agent (for its own account) an upfront fee in the
      amount and at the times agreed in a Fee Letter.

     

    
      
        
          
          

        

        
          -
            24
            -

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      6

    ADDITIONAL
      PAYMENT OBLIGATIONS

     

    
      	
              12.

            	
              TAX
                GROSS UP AND INDEMNITIES

            


    

     

    
      	
              12.1

            	
              Definitions

            


    

    

      
        	 	
                (a)

              	
                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 is a Lender:

    

      
        	 	
                (i)

              	
                which
                  is a bank or any similar financial institution (as defined for
                  the purpose
                  of Article 11 para 3. (iii) of the Convention between the Government
                  of
                  the Republic of Slovenia and the Government of the Kingdom of The
                  Netherlands for the Avoidance of Double Taxation and the Prevention
                  of
                  Fiscal Evasion with respect to Taxes on Income soon to be in force,
                  which
                  will supersede the existing double taxation treaty in force between
                  the
                  Government of the Republic of Slovenia and the Government of the
                  Kingdom
                  of the Netherlands (pogodba med Socialisticno federativno republiko
                  Jugoslavijo in Kraljevino Nizozemsko o izogibanju dvojnemu obdavcevanju
                  dohodka in premozenja s protokolom, published in the Official Gazette
                  of
                  SFRJ-MP st.12/82)) making an advance under a Finance Document,
                  or

              


      

      


      
        	 	
                (ii)

              	
                which
                  is a Slovenian resident which according to Article 68 para 2 pt.
                  3 of The
                  Corporate Tax Law ((Zakon
                  o davku od dohodkov pravnih oseb),
                  as published in the Official Gazette of the Republic of Slovenia,
                  No.
                  40/2004, 139/04, as amended) informed the Borrower of its tax
                  number.

              


      

    

     

    "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 12.2
      (Tax
      gross-up) or a payment under Clause 12.3
      (Tax
      indemnity).

     

    
      
        	 	
                (b)

              	
                Unless
                  a contrary indication appears, in this Clause 12
                  a
                  reference to "determines" or "determined" means a determination
                  made in
                  the absolute discretion of the person making the
                  determination.

              


      

       

    

    
      
        
          
          

        

        
          -
            25
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	
              12.2

            	
              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 Agent accordingly. Similarly, a Lender
                  shall
                  notify the Agent on becoming so aware in respect of a payment payable
                  to
                  that Lender. If the 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)

              	
                An
                  Obligor is not required to make an increased payment to a Lender
                  under
                  paragraph (c) above for a Tax Deduction in respect of tax imposed
                  by the
                  Republic of Slovenia from a payment of interest on a Loan, if on
                  the date
                  on which the payment falls due the payment could have been made
                  to the
                  relevant Lender without a Tax Deduction if it was a Qualifying
                  Lender, but
                  on that date that Lender is not or has ceased to be a Qualifying
                  Lender
                  other than as a result of (i) any change after the date it became
                  a Lender
                  under this Agreement in (or in the interpretation, administration,
                  or
                  application of) any law or any published practice or concession
                  of any
                  relevant taxing authority; or (ii) any Obligor neglecting any notification
                  duties under the applicable laws. 

              


      

       

      
        	 	
                (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 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.

              


      

    

     

    
      	
              12.3

            	
              Tax
                indemnity

            


    

    
      
        	 	
                (a)

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

              


      

    


    
      
        
        

      

      
        -
          26
          -

        
          

        

      

      
        
        

      

    

    

      
        	 	
                (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's Facility
                Office
                is located in respect of amounts received or receivable in that
                jurisdiction, 

            


    

     

    if
      that
      Tax is imposed on or calculated by reference to the net income received or
      receivable (but not any sum deemed to be received or receivable) by that Finance
      Party; or

     

    
      	 	
              (ii)

            	
              to
                the extent a loss, liability or
                cost:

            


    

     

    
      	 	
              (A)

            	
              is
                compensated for by an increased payment under Clause 12.2
                (Tax
                gross-up);
                or 

            


    

     

    
      	 	
              (B)

            	
              would
                have been compensated for by an increased payment under Clause
                12.2
                (Tax
                gross-up)
                but was not so compensated solely because one of the exclusions in
                paragraph (d) of Clause 12.2
                (Tax
                gross-up)
                applied.

            


    

    

      
        	 	
                (c)

              	
                A
                  Protected Party making, or intending to make a claim under paragraph
                  (a)
                  above shall promptly notify the Agent of the event which has given
                  rise to
                  the claim, which notice shall be accompanied by a reasoned statement
                  of
                  the basis for such claim, following which the Agent shall notify
                  the
                  Borrower (with a copy of the accompanying statement).
                  

              


      

       

      
        	 	
                (d)

              	
                A
                  Protected Party shall, on receiving a payment from an Obligor under
                  this
                  Clause 12.3,
                  notify the Agent.

              


      

       

      
        
          	
                  12.4

                	
                  Tax
                    Credit

                


        

      

    

    If
      an
      Obligor makes a Tax Payment and the relevant Finance Party determines that:
      

     

    
      
        	 	
                (a)

              	
                a
                  Tax Credit is attributable either to an increased payment of which
                  that
                  Tax Payment forms part, or to that Tax Payment; and
                  

              


      

       

      
        	 	
                (b)

              	
                that
                  Finance Party has obtained, utilised and retained that Tax Credit,
                  

              


      

       

    

    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. 

     

    
      
        	
                12.5

              	
                Co-operation

              


      

      Each
        Lender and the Agent shall cooperate with the Borrower in respect of any
        application to the relevant revenue authorities, by the completion and execution
        of such certificates, claim forms or other documentation as such Lender or
        the
        Agent is reasonably able to complete and execute without incurring any liability
        on its part and as the Borrower may reasonably request, to enable the Borrower
        to obtain authorisation from the relevant revenue authorities to make interest
        payments in full to such Lender or the Agent without deduction or withholding
        tax. 

       

      
        
          
            
            

          

          
            -
              27
              -

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              12.6

            	
              Stamp
                taxes

            


    

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

     

    
      	
              12.7

            	
              Value
                added tax

            


    

    
      
        	 	
                (a)

              	
                All
                  amounts set out, or expressed to be payable under a Finance Document
                  by
                  any Party to a Finance Party which (in whole or in part) constitute
                  the
                  consideration for VAT purposes shall be deemed to be exclusive
                  of any VAT
                  which is chargeable on such supply, and accordingly, subject to
                  paragraph
                  (c) below, if VAT is 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 the consideration)
                  an
                  amount equal to the amount of the VAT (and such Finance Party shall
                  promptly provide an appropriate VAT invoice to such
                  Party).

              


      

       

      
        	 	
                (b)

              	
                If
                  VAT is 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 (the "Relevant
                  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 Relevant Party an amount equal
                  to any
                  credit or repayment from the relevant tax authority which it reasonably
                  determines relates to the VAT chargeable on that
                  supply.

              


      

       

      
        	 	
                (c)

              	
                Where
                  a Finance Document requires any Party to reimburse a Finance Party
                  for any
                  costs or expenses, that Party shall also at the same time pay and
                  indemnify the Finance Party against all VAT incurred by the Finance
                  Party
                  in respect of the costs or expenses to the extent that the Finance
                  Party
                  reasonably determines that neither it nor any other member of any
                  group of
                  which it is a member for VAT purposes is entitled to credit or
                  repayment
                  from the relevant tax authority in respect of the
                  VAT.

              


      

       

    

    
      	
              13.

            	
              INCREASED
                COSTS

            


    

     

    
      	
              13.1

            	
              Increased
                costs

            


    

    
      
        	 	
                (a)

              	
                Subject
                  to Clause 13.3
                  (Exceptions)
                  the Borrower shall, within three Business Days of a demand by the
                  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.
                  

              


      


      
        
          
          

        

        
          -
            28
            -

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (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.

     

    
      	
              13.2

            	
              Increased
                cost claims

            


    

    
      	 	
              (a)

            	
              A
                Finance Party intending to make a claim pursuant to Clause 13.1
                (Increased
                costs)
                shall notify the Agent of the event giving rise to the claim, following
                which the Agent shall promptly notify the
                Borrower.

            


    

     

    
      	 	
              (b)

            	
              Each
                Finance Party shall, as soon as practicable after a demand by the
                Agent,
                provide a certificate confirming the amount of its Increased Costs
                and a
                reasoned statement as to how such amount was
                determined.

            


    

     

    
      	
              13.3

            	
              Exceptions

            


    

    
      	 	
              (a)

            	
              Clause
                13.1
                (Increased
                costs)
                does not apply to the extent any Increased Cost
                is:

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              compensated
                for by Clause 12.3
                (Tax
                indemnity) (or
                would have been compensated for under Clause 12.3
                (Tax
                indemnity)
                but was not so compensated solely because any of the exclusions in
                paragraph (b) of Clause 12.3
                (Tax
                indemnity)
                applied); 

            


    

    
      	
               

               

            	
              (iii)

            	
              compensated
                for by the payment of the Mandatory Cost;
                or

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	 	
              (b)

            	
              In
                this Clause 13.3,
                a
                reference to a "Tax
                Deduction"
                has the same meaning given to the term in Clause 12.1
                (Definitions).

            


    

     

    
      	
              14.

            	
              OTHER
                INDEMNITIES

            


    

     

    
      	
              14.1

            	
              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;

            


    


    
      
        
        

      

      
        -
          29
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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 three Business Days of
      demand, indemnify each Finance 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.

            


    

     

    
      	
              14.2

            	
              Other
                indemnities

            


    

    Each
      Obligor shall, within three Business Days of demand, indemnify each Finance
      Party against any cost, loss or liability incurred by that Finance Party 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 28
                (Sharing
                among the Finance Parties);

            


    

     

    
      	 	
              (c)

            	
              funding,
                or making arrangements to fund, its participation in a Loan requested
                by a
                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.

            


    

     

    
      	
              14.3

            	
              Indemnity
                to the Agent

            


    

    The
      Borrower shall promptly indemnify the Agent against any cost, loss or liability
      incurred by the 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.

            


    

     

    
      	
              14.4

            	
              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; and

            


    

     

    
      
        
        

      

      
        -
          30
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

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

            


    

     

    provided
      that, in relation to (i) and (ii), such person has not acted with gross
      negligence or wilful misconduct.

     

    
      	 	
              (b)

            	
              The
                Security Agent may, in priority to any payment to the Finance Parties
                and
                upon written notice to the Borrower and the Finance 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 14.4
                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.
                

            


    

     

    
      	
              15.

            	
              MITIGATION
                BY THE LENDERS

            


    

     

    
      	
              15.1

            	
              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 7.1
                (Illegality),
                Clause 12
                (Tax
                gross-up and indemnities),
                Clause 13
                (Increased
                costs)
                or paragraph 3 of Schedule 4 (Mandatory
                Cost formulae)
                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.

            


    

     

    
      	
              15.2

            	
              Limitation
                of liability

            


    

    
      	 	
              (a)

            	
              The
                Borrower shall 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 15.1
                (Mitigation).

            


    

     

    
      	 	
              (b)

            	
              A
                Finance Party is not obliged to take any steps under Clause 15.1
                (Mitigation)
                if, in the opinion of that Finance Party (acting reasonably), to
                do so
                might be prejudicial to it.

            


    

     

    
      	
              16.

            	
              COSTS
                AND EXPENSES

            


    

     

    
      	
              16.1

            	
              Transaction
                expenses

            


    

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

            


    

     

    
      
        
        

      

      
        -
          31
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              16.2

            	
              Amendment
                costs

            


    

    If
      (a) an
      Obligor requests an amendment, waiver or consent or (b) an amendment is required
      pursuant to Clause 29.9
      (Change
      of currency),
      the
      Borrower shall, within three Business Days of demand, reimburse the Agent and
      the Security Agent for
      the
      amount of all costs and expenses (including legal fees) reasonably incurred
      by
      the 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.

     

    
      	
              16.3

            	
              Enforcement
                and preservation costs

            


    

    The
      Borrower shall, within three Business Days of demand, pay to each Finance Party
      the amount of all costs and expenses (including legal fees) incurred by that
      Finance Party 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.

     

    
      	
              16.4

            	
              Security
                Agent's ongoing costs

            


    

    
      	 	
              (a)

            	
              In
                the event of (i) a Default or (ii) the Security Agent (acting reasonably)
                considering it necessary or expedient or (iii) the Security Agent
                being
                requested by an Obligor or the Lender 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 Institute of Chartered
                  Accountants in England and Wales (the costs of the nomination and
                  of the
                  investment bank being payable by the Agent) and the determination
                  of any
                  investment bank shall be final and binding upon the parties to
                  this
                  Agreement.

              


      


      
        
          
          

        

        
          -
            32
            -

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      7

     

    GUARANTEE

     

    
      	
              17.

            	
              GUARANTEE
                AND INDEMNITY

            


    

     

    
      	
              17.1

            	
              Guarantee
                and indemnity 

            


    

    The
      Guarantor irrevocably and unconditionally:

     

    
      	 	
              (a)

            	
              guarantees
                to each Finance Party punctual performance by the Borrower of all
                the
                Borrower's obligations under the Finance Documents;
                

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              indemnifies
                each Finance Party immediately on demand against any cost, loss or
                liability suffered by that Finance Party if any obligation guaranteed
                by
                it is or becomes unenforceable, invalid or illegal. The amount of
                the
                cost, loss or liability shall be equal to the amount which that Finance
                Party would otherwise have been entitled to recover pursuant to such
                obligation.

            


    

     

    
      	
              17.2

            	
              Continuing
                guarantee

            


    

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

     

    
      	
              17.3

            	
              Reinstatement

            


    

    If
      any
      payment by an Obligor or any discharge given by a Finance Party (whether in
      respect of the obligations of any Obligor or any Security for those obligations
      or otherwise) is avoided or reduced as a result of insolvency or any similar
      event:

     

    
      	 	
              (a)

            	
              the
                liability of each Obligor shall continue as if the payment, discharge,
                avoidance or reduction had not occurred;
                and

            


    

     

    
      	 	
              (b)

            	
              each
                Finance Party shall be entitled to recover the value or amount of
                that
                Security or payment from each Obligor, as if the payment, discharge,
                avoidance or reduction had not
                occurred.

            


    

     

    
      	
              17.4

            	
              Waiver
                of defences

            


    

    The
      obligations of the Guarantor under this Clause 17
      will not
      be affected by an act, omission, matter or thing which, but for this Clause,
      would reduce, release or prejudice any of its obligations under this Clause
      17
      (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, the Borrower
                or
                other person;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      
        
        

      

      
        -
          33
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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, the Borrower 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 the Borrower or
                any
                other person;

            


    

     

    
      	 	
              (e)

            	
              any
                amendment (however fundamental) or replacement of a Finance Document
                or
                any other document or security;

            


    

     

    
      	 	
              (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.

            


    

     

    
      	
              17.5

            	
              Immediate
                recourse

            


    

    The
      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 the
      Guarantor under this Clause 17.
      This
      waiver applies irrespective of any law or any provision of a Finance Document
      to
      the contrary.

     

    
      	
              17.6

            	
              Appropriations

            


    

    Until
      all
      amounts which may be or become payable by the Borrower 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 the
                Guarantor shall not be entitled to the benefit of the same; and
                

            


    

     

    
      	 	
              (b)

            	
              hold
                in an interest-bearing suspense account any moneys received from
                the
                Guarantor or on account of the Guarantor's liability under this Clause
                17.
                

            


    

     

    
      	
              17.7

            	
              Deferral
                of Guarantor's rights

            


    

    Until
      all
      amounts which may be or become payable by the Borrower under or in connection
      with the Finance Documents have been irrevocably paid in full and unless the
      Agent otherwise directs, the Guarantor will not exercise any rights which it
      may
      have by reason of performance by it of its obligations under the Finance
      Documents:

     

    
      	 	
              (a)

            	
              to
                be indemnified by the Borrower;

            


    

     

    
      	 	
              (b)

            	
              to
                claim any contribution from any other guarantor of the Borrower's
                obligations under the Finance Documents;
                and/or

            


    

     

    
      	 	
              (c)

            	
              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.

            


    

     

    
      
        
        

      

      
        -
          34
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              17.8

            	
              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.

     

    
      
        
          
          

        

        
          -
            35
            -

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      8

    REPRESENTATIONS,
      UNDERTAKINGS AND EVENTS OF DEFAULT

     

    
      	
              18.

            	
              REPRESENTATIONS

            


    

     

    Each
      Obligor makes the representations and warranties set out in this Clause
18
      to each
      Finance Party on the date of this Agreement.

     

    
      	
              18.1

            	
              Status

            


    

    
      	 	
              (a)

            	
              It
                is a corporation, duly incorporated and validly existing under the
                law of
                its jurisdiction of incorporation.

            


    

     

    
      	 	
              (b)

            	
              It
                and, in the case of the Borrower, each of its Subsidiaries has the
                power
                to own its assets and carry on its business as it is being
                conducted.

            


    

     

    
      	
              18.2

            	
              Binding
                obligations

            


    

    The
      obligations expressed to be assumed by it in each Finance Document are, subject
      to any general principles of law as at the date of this Agreement limiting
      its
      obligations which are specifically referred to in any legal opinion delivered
      pursuant to Clause 4
      (Conditions
      of Utilisation),
      legal,
      valid, binding and enforceable obligations and (without limiting the generality
      of the aforegoing), each Security Document to which it is a party creates the
      security interests which that Security Document purports to create and those
      security interests are valid and effective.

     

    
      	
              18.3

            	
              Non-conflict
                with other obligations

            


    

    The
      entry
      into and performance by it 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 regulation applicable to it;

            


    

     

    
      	 	
              (b)

            	
              its
                or, in the case of the Borrower, any of its Subsidiaries' constitutional
                documents; or

            


    

     

    
      	 	
              (c)

            	
              any
                agreement or instrument binding upon it or, in the case of the Borrower,
                any of its Subsidiaries or any of its or, in the case of the Borrower,
                any
                of its Subsidiaries' assets in a manner or to an extent which could
                result
                in a liability for any of the Finance
                Parties.

            


    

     

    
      	
              18.4

            	
              Power
                and authority

            


    

    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 a party and the transactions contemplated by those Finance
      Documents.

     

    
      	
              18.5

            	
              Validity
                and admissibility in
                evidence

            


    

    
      	 	
              (a)

            	
              All
                Authorisations required or
                desirable:

            


    

     

    
      	 	
              (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

            


    

     

    
      
        
        

      

      
        -
          36
          -

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (ii)

            	
              to
                make the Finance Documents to which it is a party admissible in evidence
                in its jurisdiction of
                incorporation,

            


    

     

    have
      been
      obtained or effected and are in full force and effect.

     

    
      	 	
              (b)

            	
              All
                Authorisations necessary for the conduct of the business, trade and
                ordinary activities of members of the Group have been obtained or
                effected
                and are in full force and effect where failure to obtain or effect
                those
                Authorisations would reasonably be expected to have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (c)

            	
              Each
                of the Licences has been issued to the respective Material Companies
                exclusively and each of the Material Companies has the exclusive
                right to
                benefit from, use and enjoy the rights associated with the Licence
                issued
                to it and each Licence is in full force and effect and no notice
                of
                revocation, cancellation or withdrawal thereof has been given by
                any
                relevant person and neither of the Material Companies is in breach
                of any
                of their respective obligations under the Licence issued to it.
                

            


    

     

    
      	 	
              (d)

            	
              The
                execution of, the exercise of rights and the performance by any member
                of
                the Group of its obligations under any of the Finance Documents will
                not
                conflict with, breach or cause any default under any of the
                Licences.

            


    

     

    
      	
              18.6

            	
              Governing
                law and enforcement

            


    

    
      	 	
              (a)

            	
              The
                choice of English law as the governing law of the Finance Documents
                (other
                than the Security Documents listed as being Security Documents in
                paragraph 4 of Schedule 2) will be recognised and enforced in its
                jurisdiction of incorporation except (i) to the extent that any term
                of
                the Finance Documents (other than the Security Documents listed as
                being
                Security Documents in paragraph 4 of Schedule 2) or any provision
                of
                English law applicable to the Finance Documents (other than the Security
                Documents listed as being Security Documents in paragraph 4 of Schedule
                2)
                is manifestly incompatible with the public policy of the jurisdiction
                of
                incorporation of such Obligor, and (ii) that a court in the jurisdiction
                of incorporation of an Obligor may give effect to mandatory rules
                of the
                laws of the jurisdiction of incorporation of such Obligor or of another
                jurisdiction, with which the situation has a close connection, if
                and
                insofar as, under the laws of the jurisdiction of incorporation of
                the
                Obligor or that other jurisdiction, those rules must be applied
                irrespective of the choice of English law.


            


    

     

    
      	 	
              (b)

            	
              Any
                judgment obtained in England in relation to a Finance Document (other
                than
                the Security Documents listed as being Security Documents in Paragraph
                4
                of Schedule 2) will be recognised and enforced in its jurisdiction
                of
                incorporation (subject to the provisions of the EC Regulation on
                Jurisdiction and the Recognition and Enforcement of Judgments in
                Civil and
                Commercial Matters, of 22 December 2000, as amended from time to
                time).
                

            


    

     

    
      	
              18.7

            	
              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.

     

    
      
        
        

      

      
        -
          37
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              18.8

            	
              No
                filing or stamp taxes

            


    

    Under
      the
      law of its jurisdiction of incorporation 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 or similar tax be paid on
      or
      in relation to the Finance Documents or the transactions contemplated by the
      Finance Documents other than registration of the Pro Plus Business Interest
      Pledge Agreement with the competent Slovenian court register and the
      notification of this Agreement to Banka Slovenije.

     

    
      	
              18.9

            	
              No
                default

            


    

    
      	 	
              (a)

            	
              No
                Event of Default is continuing or might reasonably be expected to
                result
                from the making of any Utilisation.

            


    

     

    
      	 	
              (b)

            	
              No
                other event or circumstance is outstanding which constitutes a default
                under any other agreement or instrument which is binding on it or,
                in the
                case of the Borrower, any of its Subsidiaries or any of to which
                its (or,
                in the case of the Borrower, any of its Subsidiaries') assets are
                subject
                which would reasonably be expected to have a Material Adverse
                Effect.

            


    

     

    
      	
              18.10

            	
              No
                misleading information

            


    

    All
      written information supplied by any member of the Group is true, complete and
      accurate in all material respects as at the date it was given or as at the
      date
      (if any) at which it is stated and is not misleading in any material
      respect.

     

    
      	
              18.11

            	
              Financial
                statements

            


    

    
      	 	
              (a)

            	
              Its
                Original Financial Statements were prepared (i) in accordance with
                GAAP
                consistently applied in the case of the audited consolidated financial
                statements of the Borrower and the audited consolidated financial
                statements of CME Ltd.; and (ii) in accordance with SAS in the case
                of the
                audited consolidated and unaudited unconsolidated financial statements
                of
                the Borrower.

            


    

     

    
      	 	
              (b)

            	
              Its
                Original Financial Statements fairly represent its financial condition
                and
                operations (consolidated in the case of the Guarantor) during the
                relevant
                financial year.

            


    

     

    
      	 	
              (c)

            	
              There
                has been no material adverse change in its business or financial
                condition
                (or the business or consolidated financial condition of the Group,
                in the
                case of the Guarantor) since the date of the Original Financial
                Statements.

            


    

     

    
      	
              18.12

            	
              Pari
                passu ranking

            


    

    Its
      payment obligations under the Finance Documents rank at least pari passu with
      the claims of all its other unsecured and unsubordinated creditors, except
      for
      obligations mandatorily preferred by law applying to companies
      generally.

     

    
      	
              18.13

            	
              No
                proceedings pending or
                threatened

            


    

    No
      litigation, arbitration or administrative proceedings of or before any court,
      arbitral body or agency which, if adversely determined, would reasonably be
      expected to have a Material Adverse Effect have (to the best of its knowledge
      and belief) been started or threatened against it or, in the case of the
      Borrower, any of its Subsidiaries.

     

    
      
        
        

      

      
        -
          38
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              18.14

            	
              Environmental
                compliance

            


    

    The
      Borrower and each of its Material Subsidiaries has performed and observed in
      all
      material respects all Environmental Law, Environmental Permits and all other
      material covenants, conditions, restrictions or agreements directly or
      indirectly concerned with any contamination, pollution or waste or the release
      or discharge of any toxic or hazardous substance in connection with any real
      property which is or was at any time owned, leased or occupied by the Borrower
      or any of its Material Subsidiaries or on which the Borrower or any of its
      Material Subsidiaries has conducted any activity where failure to do so might
      reasonably be expected to have a Material Adverse Effect.

     

    
      	
              18.15

            	
              Environmental
                Claims

            


    

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

     

    
      	
              18.16

            	
              Insolvency
                

            


    

    No:

     

    
      	 	
              (a)

            	
              corporate
                action, legal proceeding or other procedure or step described in
                paragraph
                (a) of Clause 22.7
                (Insolvency
                proceedings);
                or 

            


    

     

    
      	 	
              (b)

            	
              creditors'
                process described in Clause 22.8
                (Creditors'
                process),

            


    

     

    has
      been
      taken or, to the knowledge of the Borrower, threatened in relation to a member
      of the Group and none of the circumstances described in Clause 22.6
      (Insolvency)
      applies
      to a member of the Group.

     

    
      	
              18.17

            	
              Good
                title to assets

            


    

    It
      and,
      in the case of the Borrower, each of its Subsidiaries has a good, valid and
      marketable title to, or valid leases or licences of, the assets necessary to
      carry on its business as presently conducted and each of the Material Companies
      has good and valid title to the respective Licences.

     

    
      	
              18.18

            	
              Security
                and Financial Indebtedness

            


    

    
      	 	
              (a)

            	
              Save
                for Permitted Security, no Security or Quasi-Security exists over
                all or
                any of the

            


    

     

    
      	 	
              (i)

            	
              present
                or future assets of the Borrower or any of its Subsidiaries;
                or

            


    

     

    
      	 	
              (ii)

            	
              shares
                held by the Guarantor in any of its
                Subsidiaries.

            


    

     

    
      	 	
              (b)

            	
              Save
                for Permitted Financial Indebtedness, neither the Borrower nor any
                of its
                Subsidiaries has any Financial Indebtedness
                outstanding.

            


    

     

    
      	
              18.19

            	
              Ranking

            


    

    The
      Transaction Security has or will have the ranking in priority which it is
      expressed to have in the Security Documents and subject to the release of any
      security granted pursuant to the Existing Facility immediately following
      repayment of the Existing Facility (from the proceeds of the first Utilisation
      hereunder), it is not subject to any prior ranking or pari
      passu
      ranking
      Security.

     

    
      
        
        

      

      
        -
          39
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              18.20

            	
              Legal
                and beneficial ownership

            


    

    It
      and,
      in the case of the Borrower, each of its Subsidiaries is the sole legal and
      beneficial owner of the respective assets over which it purports to grant
      Security.

     

    
      	
              18.21

            	
              Ownership
                of shares

            


    

    As
      at the
      date of this Agreement:

     

    
      	 	
              (a)

            	
              CME
                Ltd directly owns 100% of the fully diluted issued share capital
                of
                Central European Media Enterprises
                N.V.;

            


    

     

    
      	 	
              (b)

            	
              Central
                European Media Enterprises N.V. indirectly owns 100% and directly
                owns
                100% minus one share of the fully diluted issued share capital of
                the
                Guarantor;

            


    

     

    
      	 	
              (c)

            	
              Central
                European Media Enterprises N.V. directly owns 100% of Central European
                Media Enterprises II B.V. which owns one share of the issued share
                capital
                of the Guarantor;

            


    

     

    
      	 	
              (d)

            	
              the
                Guarantor directly owns 100% of the fully diluted issued share capital
                of
                the Borrower; and

            


    

     

    
      	 	
              (e)

            	
              the
                Borrower directly owns 100% of the fully diluted issued share capital
                of
                each of the Material Companies.

            


    

     

    
      	
              18.22

            	
              Shares

            


    

    The
      shares of the Borrower which are subject to the Transaction Security are fully
      paid and not subject to any option to purchase or similar rights other than
      the
      rights of Igor Makovec, Nela Pucnik and Lenart Setinc to receive 0.1% each
      of
      the issued share capital of the Borrower. The constitutional documents of the
      Borrower do not and could not restrict or inhibit any transfer of those shares
      on creation or enforcement of the Transaction Security. 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 the
      Borrower or any of the Material Companies (including any option or right of
      pre-emption or conversion) other than the abovementioned rights of Igor Makovec,
      Nela Pucnik and Lenart Setinc.

     

    
      	
              18.23

            	
              Repetition

            


    

    The
      Repeating Representations are deemed to be made by each Obligor (by reference
      to
      the facts and circumstances then existing) on the date of each Utilisation
      Request and the first day of each Interest Period.

     

    
      	
              19.

            	
              INFORMATION
                UNDERTAKINGS

            


    

     

    The
      undertakings in this Clause 19
      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.

     

    
      	
              19.1

            	
              Financial
                statements

            


    

    The
      Borrower shall supply to the Agent in sufficient copies for all the
      Lenders:

     

    
      
        
        

      

      
        -
          40
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              as
                soon as the same become available, but in any event within 90 days
                after
                the end of each of its financial
                years:

            


    

     

    
      	 	
              (i)

            	
              its
                audited consolidated financial statements for that financial year
                prepared
                in accordance with GAAP; and

            


    

     

    
      	 	
              (ii)

            	
              its
                unaudited unconsolidated financial statements for that financial
                year
                prepared in accordance with SAS;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                audited consolidated financial statements of CME Ltd. for that financial
                year prepared in accordance with GAAP;


            


    

     

    
      	 	
              (b)

            	
              as
                soon as the same become available, but in any event within 180 days
                after
                the end of each of its financial years, its audited consolidated
                financial
                statements for that financial year prepared in accordance with SAS;
                and

            


    

     

    
      	 	
              (c)

            	
              as
                soon as the same become available, but in any event within 40 days
                after
                the end of each quarter (other than any quarter ending on 31 December
                in
                any year) of each of its financial
                years:

            


    

     

    
      	 	
              (i)

            	
              its
                consolidated financial statements for that period prepared in accordance
                with GAAP; and

            


    

     

    
      	 	
              (ii)

            	
              the
                consolidated financial statements of CME Ltd. for that period prepared
                in
                accordance with GAAP.

            


    

     

    
      	
              19.2

            	
              Compliance
                Certificate

            


    

    
      	 	
              (a)

            	
              The
                Borrower shall supply to the Agent, with each set of financial statements
                delivered pursuant to paragraph (a)(i) or (c)(i) of Clause 19.1
                (Financial
                statements),
                a Compliance Certificate setting out (in reasonable detail) computations
                as to compliance with Clause 20
                (Financial
                covenants)
                as at the date as at which those financial statements were drawn
                up.

            


    

     

    
      	 	
              (b)

            	
              Each
                Compliance Certificate shall be signed by two directors of the
                Borrower.

            


    

     

    
      	
              19.3

            	
              Requirements
                as to financial statements

            


    

    
      	 	
              (a)

            	
              Each
                set of financial statements delivered by the Borrower pursuant to
                Clause 19.1
                (Financial
                statements)
                shall be certified by a director of the relevant company as fairly
                representing its financial condition as at the date as at which those
                financial statements were drawn up.

            


    

     

    
      	 	
              (b)

            	
              The
                Borrower shall procure that each set of consolidated financial statements
                of the Borrower and CME Ltd. delivered pursuant to Clause 19.1
                (Financial
                statements)
                is prepared using GAAP.

            


    

     

    
      	 	
              (c)

            	
              The
                Borrower shall notify the Agent of any change in GAAP, or the accounting
                practices or reference periods that would affect the calculation
                of the
                financial covenants in Clause 20 (Financial
                Covenants)
                and the Borrower (or, if appropriate, the auditors of an Obligor)
                shall
                deliver to the Agent sufficient information, in form and substance
                as may
                be reasonably required by the Agent, to enable the Lenders to determine
                whether Clause 20
                (Financial
                covenants)
                has been complied with and make an accurate comparison between the
                financial position indicated in those financial statements and that
                Obligor's Original Financial
                Statements.

            


    

     

    
      
        
        

      

      
        -
          41
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              19.4

            	
              Information:
                miscellaneous

            


    

    The
      Borrower shall supply to the Agent (in sufficient copies for all the Lenders,
      if
      the Agent so requests):

     

    
      	 	
              (a)

            	
              promptly
                upon becoming aware of them, the details of any litigation, arbitration
                or
                administrative proceedings which are current, threatened or pending
                against any member of the Group, and which might, if adversely determined,
                have a Material Adverse Effect;

            


    

     

    
      	 	
              (b)

            	
              promptly,
                any material notices or communications under or in relation to the
                Licences which could result in a revocation, suspension or withdrawal
                of
                any License;

            


    

     

    
      	 	
              (c)

            	
              promptly,
                such further information regarding the financial condition, business
                and
                operations of any member of the Group as any Finance Party (through
                the
                Agent) may reasonably request; and

            


    

     

    
      	 	
              (d)

            	
              promptly,
                such information as the Security Agent may reasonably require about
                the
                Charged Property and compliance of the Obligors with the terms of
                any
                Security Documents.

            


    

     

    
      	
              19.5

            	
              Notification
                of default

            


    

    
      	 	
              (a)

            	
              Each
                Obligor shall notify the 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 Agent, the Borrower shall supply to the Agent
                a
                certificate signed by two of its directors or senior officers 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).

            


    

     

    
      	
              19.6

            	
              "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
                obligations under this Agreement to a party that is not a Lender
                prior to
                such assignment or transfer,

            


    

     

    
      
        
        

      

      
        -
          42
          -

        
          

        

      

      
        
        

      

    

     

    obliges
      the 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
      Agent or any Lender supply, or procure the supply of, such documentation and
      other evidence as is reasonably requested by the 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 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.

     

    
      	 	
              (b)

            	
              Each
                Lender shall promptly upon the request of the Agent supply, or procure
                the
                supply of, such documentation and other evidence as is reasonably
                requested by the Agent (for itself) in order for the 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. 

            


    

     

    
      	
              20.

            	
              FINANCIAL
                CONVENANTS

            


    

     

    
      	
              20.1

            	
              Financial
                definitions

            


    

    In
      this
      Clause 20:

     

    "Available
      Cash"
      means,
      at any time, cash or Cash Equivalents Investments that are held by the Borrower
      at such time.

     

    "Broadcasting
      Cash Flow"
      means,
      in respect of any Relevant Period, the total revenues of the Borrower for that
      Relevant Period after deducting:

     

    
      	 	
              (a)

            	
              the
                station operating expenses of the Borrower (but excluding charges
                for
                program rights amortisation) during that Relevant Period;
                and

            


    

     

    
      	 	
              (b)

            	
              cash
                paid for program rights during that Relevant
                Period.

            


    

     

    "Debt"
      means,
      at any time, the sum of the aggregate principal amount and accreted amount
      of
      debt of the Borrower at the end of each Financial Quarter of the
      Borrower.

     

    "Financial
      Quarter"
      means a
      period commencing on the day after one Quarter Date and ending on the next
      Quarter Date.

     

    "Interest
      Cover"
      means,
      in respect of any Relevant Period, the ratio of Broadcasting Cash Flow to Total
      Interest Expenses. 

     

    "Net
      Debt"
      means,
      at any time, Debt minus Available Cash.

     

    "Quarter
      Date"
      means
      each of 31 March, 30 June, 30 September and 31 December.

     

    
      
        
        

      

      
        -
          43
          -

        
          

        

      

      
        
        

      

    

     

    "Relevant
      Period"
      means
      each period of twelve months ending on the last day of the Borrower's financial
      year and each period of twelve months ending on the last day of each Financial
      Quarter of the Borrower's financial year.

     

    "Total
      Interest Expenses"
      means,
      in relation to any Relevant Period the amount of all interest (including
      capitalised interest), commissions, discounts and other fees incurred or payable
      by the Borrower under or in connection with this Agreement during such Relevant
      Period.

     

    
      	
              20.2

            	
              Financial
                condition 

            


    

    The
      Borrower shall ensure that:

     

    
      	 	
              (a)

            	
              The
                ratio of consolidated Net Debt on each Quarter Date set out in Column
                1
                below to Broadcasting Cash Flow in respect of the Relevant Period
                ending
                on such Quarter Date shall not exceed the ratio set out in Column
                2 below
                opposite such date.

            


    

     

    
      
        	
                Quarter
                  Date 

                 

              	
                Ratio

                 

              
	
                31
                  March 2005

                 

              	
                3.50

                 

              
	
                30
                  June 2005

                 

              	
                3.50

                 

              
	
                30
                  September 2005

                 

              	
                3.50

                 

              
	
                31
                  December 2005

                 

              	
                3.50

                 

              
	
                31
                  March 2006

                 

              	
                3.25

                 

              
	
                30
                  June 2006

                 

              	
                3.25

                 

              
	
                30
                  September 2006

                 

              	
                3.25

                 

              
	
                31
                  December 2006 

                 

              	
                3.25

                 

              
	
                Each
                  Quarter Date after 31 December 2006

                 

              	
                3.00

                 

              


      

    

    


     

    
      	 	
              (b)

            	
              consolidated
                Interest Cover for each Relevant Period shall be not less than
                4:1.

            


    

     

    
      	
              20.3

            	
              Financial
                testing 

            


    

    The
      financial covenants set out in Clause 20.2
      (Financial
      condition)
      shall
      be tested by reference to each of the financial statements and/or each
      Compliance Certificate delivered pursuant to Clause 19.2
      (Compliance
      Certificate).

     

    
      	
              21.

            	
              GENERAL
                UNDERTAKING

            


    

     

    The
      undertakings in this Clause 21
      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.

     

    
      
        
        

      

      
        -
          44
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              21.1

            	
              Authorisations

            


    

    Each
      Obligor shall promptly:

     

    (a)

    
      	 	
              (i)

            	
              obtain,
                comply with and do all that is necessary to maintain in full force
                and
                effect; and

            


    

     

    
      	 	
              (ii)

            	
              supply
                certified copies to the Agent of, 

            


    

     

    any
      Authorisation required under any law or regulation of its jurisdiction of
      incorporation to enable it to perform its obligations under the Finance
      Documents and to ensure the legality, validity, enforceability or admissibility
      in evidence in its jurisdiction of incorporation of any Finance
      Document;

     

    
      	 	
              (b)

            	
              notify
                the Bank of Slovenia (Banka
                Slovenije)
                of the conclusion of this Agreement and of each Utilisation, Reduction
                Instalment or repayment under this Agreement to the extent required
                under
                Art. 53/I of the Slovenian Foreign Exchange Law and the Resolution
                on
                notification obligations adopted by the Bank of Slovenia (Banka
                Slovenije)
                under the Slovenian Foreign Exchange Law.


            


    

     

    
      	
              21.2

            	
              Compliance
                with laws

            


    

    Each
      Obligor shall comply in all respects with all laws to which it may be subject,
      if failure so to comply would materially impair its ability to perform its
      obligations under the Finance Documents.

     

    
      	
              21.3

            	
              Negative
                pledge

            


    

    
      	 	
              (a)

            	
              Except
                as permitted under paragraph (d) below, (i) neither the Borrower
                nor any
                of its Subsidiaries shall (and the Guarantor shall ensure that none
                of
                them will) create or permit to subsist any Security over any of its
                assets; and (ii) the Guarantor shall not create or permit to subsist
                any
                Security over (a) any of the shares it holds in CME Romania B.V.
                if the
                aggregate Financial Indebtedness secured by such Security exceeds
                EUR
                30,000,000 at any time; or (b) any intercompany loans made by it
                to any of
                its Subsidiaries or its Holding Company.


            


    

     

    
      	 	
              (b)

            	
              The
                Guarantor shall not sell, transfer or otherwise dispose of any of
                the
                shares it holds in any of its Subsidiaries to third parties on terms
                whereby they are or may be re-acquired by an Obligor or any other
                member
                of the Group.

            


    

     

    
      	 	
              (c)

            	
              Neither
                the Borrower nor any of its Subsidiaries will (and the Guarantor
                shall
                ensure that none of them 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 an Obligor or any other
                member
                of the Group;

            


    

     

    
      	 	
              (ii)

            	
              sell,
                transfer or otherwise dispose of any of its receivables on recourse
                terms;

            


    

     

    
      
        
        

      

      
        -
          45
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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.

     

    
      	 	
              (d)

            	
              Paragraphs
                (a), (b) and (c) above do not apply to:


            


    

     

    
      	 	
              (i)

            	
              any
                netting or set-off arrangement entered into by any member of the
                Group in
                the ordinary course of its banking arrangements for the purpose of
                netting
                debit and credit balances;

            


    

     

    
      	 	
              (ii)

            	
              any
                lien arising by operation of law and in the ordinary course of
                trading;

            


    

     

    
      	 	
              (iii)

            	
              any
                Security over or affecting (or transaction ("Quasi-Security")
                described in paragraph (c) above affecting) any asset acquired by
                a member
                of the Group after the date of this Agreement
                if:

            


    

     

    
      	 	
              (A)

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

            


    

     

    
      	 	
              (B)

            	
              the
                principal amount secured has not been increased in contemplation
                of, or
                since the acquisition of that asset by a member of the Group;
                and

            


    

     

    
      	 	
              (C)

            	
              the
                Security or Quasi-Security is removed or discharged within three
                months of
                the date of acquisition of such
                asset;

            


    

     

    
      	 	
              (iv)

            	
              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:

            


    

     

    
      	 	
              (A)

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

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      	 	
              (C)

            	
              the
                Security or Quasi-Security is removed or discharged within three
                months of
                that company becoming a member of the Group;
                or

            


    

     

    
      	 	
              (v)

            	
              any
                Permitted Security.

            


    

     

    
      	
              21.4

            	
              Disposals

            


    

     

    
      	 	
              (a)

            	
              The
                Borrower and the Material Companies shall not (and the Guarantor
                shall
                ensure that none of them 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.

            


    

     

    
      
        
        

      

      
        -
          46
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Paragraph
                (a) above does not apply to any sale, lease, transfer or other disposal:
                

            


    

     

    
      	 	
              (i)

            	
              made
                in the ordinary course of trading of the disposing entity on arm's
                length
                terms;

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

            	
              where
                the higher of the market value and consideration receivable (when
                aggregated with the higher of the market value and consideration
                receivable for any other sale, lease, licence, transfer or other
                disposal,
                other than any permitted under sub-clauses (i) and (ii) above) does
                not
                exceed EUR 500,000 (or its equivalent in another currency or currencies)
                in any financial year.

            


    

     

    
      	
              21.5

            	
              Merger

            


    

    Neither
      the Borrower nor any of its Subsidiaries shall (and the Guarantor shall ensure
      that none of them will) enter into any amalgamation, demerger, merger or
      corporate reconstruction without the prior written consent of the Lenders.
      

     

    
      	
              21.6

            	
              Change
                of business

            


    

    The
      Guarantor shall procure that no substantial change is made to the general nature
      of the business of the Borrower or the Material Companies from that carried
      on
      at the date of this Agreement.

     

    
      	
              21.7

            	
              Maintenance
                of Licences

            


    

    The
      Obligors shall ensure that each of the Licences is preserved, renewed and kept
      in full force and effect.

     

    
      	
              21.8

            	
              Insurance

            


    

    The
      Borrower and its Subsidiaries shall (and the Guarantor shall ensure that such
      persons will) maintain insurances on and in relation to its business and assets
      with reputable underwriters or insurance companies against those risks and
      to
      the extent as is usual for companies carrying on the same or substantially
      similar business.

     

    
      	
              21.9

            	
              Environmental
                Compliance

            


    

    The
      Borrower and each of its Material Subsidiaries shall (and the Guarantor shall
      ensure that such persons shall) comply in all material respects with all
      Environmental Laws and obtain and maintain any Environmental Permits and take
      all reasonable steps in anticipation of known or expected future changes to
      or
      obligations under the same where failure to do so might reasonably be expected
      to have a Material Adverse Effect.

     

    
      
        
        

      

      
        -
          47
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              21.10

            	
              Environmental
                Claims

            


    

    The
      Borrower shall inform the Agent in writing as soon as reasonably practicable
      upon becoming aware of the same:

     

    
      	 	
              (a)

            	
              if
                any Environmental Claim has been commenced or (to the best of the
                Borrower's knowledge and belief) is threatened against it or any
                of its
                Subsidiaries; or

            


    

     

    
      	 	
              (b)

            	
              of
                any facts or circumstances which will or are reasonably likely to
                result
                in any Environmental Claim being commenced or threatened against
                it or any
                of its Subsidiaries,

            


    

     

    where
      the
      claim would be reasonably likely, if determined against that person, to have
      a
      Material Adverse Effect. 

     

    
      	
              21.11

            	
              Taxation

            


    

    The
      Borrower and each of its Subsidiaries shall (and the Guarantor shall ensure
      that
      each of them will) duly and punctually pay and discharge all Taxes imposed
      upon
      it or its assets within the time period allowed without incurring penalties
      (save to the extent that (i) payment is being contested in good faith, (ii)
      adequate reserves are being maintained for those Taxes and (iii) payment can
      be
      lawfully withheld).

     

    
      	
              21.12

            	
              Acquisitions

            


    

    Neither
      the Borrower nor any of its Subsidiaries shall (and the Guarantor shall ensure
      that none of them will) without the prior written consent of the Lenders (such
      consent not to be unreasonably withheld):

     

    
      	 	
              (i)

            	
              acquire
                any company or any shares or securities or a business or undertaking
                (or,
                in each case, any interest in any of them) that is outside of the
                CME
                Group; or

            


    

     

    
      	 	
              (ii)

            	
              incorporate
                a company.

            


    

     

    
      	
              21.13

            	
              Financial
                Indebtedness

            


    

    Neither
      the Borrower nor any of the Material Companies shall incur or allow to remain
      outstanding any Financial Indebtedness other than Permitted Financial
      Indebtedness.

     

    
      	
              21.14

            	
              Loans
                and Guarantees 

            


    

    Neither
      the Borrower nor any of the Material Companies shall (and the Guarantor shall
      ensure that none of them will) make any loans, grant any credit (save in the
      ordinary course of business) or give any guarantee or indemnity to or for the
      benefit of any person or otherwise voluntarily assume any liability, whether
      actual or contingent, in respect of any obligation of any person other than
      intercompany loans made by the Borrower to the Guarantor of amounts borrowed
      under this Agreement as envisaged in Clause 3.1
      (Purpose).

     

    
      	
              21.15

            	
              Cash
                and Cash Equivalent
                Investments

            


    

    The
      Borrower shall at all times maintain at least EUR 550,000 in cash and Cash
      Equivalent Investments in its bank accounts which are subject to the Transaction
      Security.

     

    
      
        
        

      

      
        -
          48
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              21.16

            	
              Arm's
                length basis

            


    

    Neither
      the Borrower nor any of its Subsidiaries shall (and the Guarantor shall ensure
      none of them will) enter into any transaction with any person except on arm's
      length terms and for fair market value.

     

    
      	
              21.17

            	
              Pari
                passu ranking 

            


    

    Each
      Obligor shall ensure that at all times any unsecured and unsubordinated claims
      of a Finance Party 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.

     

    
      	
              21.18

            	
              No
                change of ownership or
                control

            


    

    The
      Guarantor shall ensure that no change occurs in the ownership of shares in
      any
      member of the Group except to the extent that a change occurs as a result of
      a
      transfer within the CME Group of up to 100 per cent of the shares in relation
      to
      the Borrower and 100 per cent of the shares in relation to the Guarantor and,
      in
      the case of the Borrower, in such a manner that up to 100 per cent of the shares
      of the Borrower remains directly or indirectly owned by the
      Guarantor.

     

    
      	
              21.19

            	
              Further
                assurance

            


    

    
      	 	
              (a)

            	
              Each
                Obligor shall (and the Obligors shall procure that each member of
                the
                Group will) 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 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 bank accounts and intra-group indebtedness of the Borrower and
                the
                Material Companies located in any jurisdiction equivalent or similar
                to
                the Security intended to be conferred by or pursuant to the 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 shall (and the Obligors shall procure that each member of
                the
                Group 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.

            


    

     

    
      
        
        

      

      
        -
          49
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              22.

            	
              EVENTS
                OF DEFAULTS

            


    

    Each
      of
      the events or circumstances set out in this Clause 22
      is an
      Event of Default.

     

    
      	
              22.1

            	
              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.

     

    
      	
              22.2

            	
              Financial
                covenants
                and other obligations

            


    

    
      	 	
              (a)

            	
              Any
                requirement of Clause 20
                (Financial
                covenants)
                is not satisfied.

            


    

     

    
      	 	
              (b)

            	
              An
                Obligor does not comply with any provision of any Security
                Document.

            


    

     

    
      	
              22.3

            	
              Other
                obligations

            


    

    
      	 	
              (a)

            	
              An
                Obligor does not comply with any provision of the Finance Documents
                (other
                than those referred to in Clause 22.1
                (Non-payment)
                and Clause 22.2
                (Financial
                covenants and other obligations)).
                

            


    

     

    
      	 	
              (b)

            	
              No
                Event of Default under paragraph (a) above will occur if the failure
                to
                comply is capable of remedy and is remedied within 15 Business Days
                of the
                Agent giving notice to the relevant Obligor or an Obligor becoming
                aware
                of the failure to comply.

            


    

     

    
      	
              22.4

            	
              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.

     

    
      	
              22.5

            	
              Cross
                default

            


    

    
      	 	
              (a)

            	
              Any
                Financial Indebtedness of any member of the Group is not paid when
                due nor
                within any originally applicable grace
                period.

            


    

     

    
      	 	
              (b)

            	
              Any
                Financial Indebtedness of any member of the Group 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).

            


    

     

    
      	 	
              (c)

            	
              Any
                event of default (however described) occurs under the
                Indenture.

            


    

     

    
      	 	
              (d)

            	
              Any
                commitment for any Financial Indebtedness of any member of the Group
                is
                cancelled or suspended by a creditor of any member of the Group as
                a
                result of an event of default (however
                described).

            


    

     

    
      	 	
              (e)

            	
              Any
                creditor of any member of the Group becomes entitled to declare any
                Financial Indebtedness of any member of the Group due and payable
                prior to
                its specified maturity as a result of an event of default (however
                described).

            


    

     

    
      	 	
              (f)

            	
              No
                Event of Default will occur under this Clause 22.5
                if
                the aggregate amount of Financial Indebtedness or commitment for
                Financial
                Indebtedness falling within paragraphs (a) to (e) above is less than
                USD 25,000,000 (or its equivalent in any other currency or
                currencies).

            


    

     

    
      
        
        

      

      
        -
          50
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              22.6

            	
              Insolvency

            


    

    
      	 	
              (a)

            	
              A
                member of the Group is unable or admits inability to pay its debts
                as they
                fall due, suspends making payments on any of its debts 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
                indebtedness.

            


    

     

    
      	 	
              (b)

            	
              The
                value of the assets of any member of the Group is less than its
                liabilities (taking into account contingent and prospective
                liabilities).

            


    

     

    
      	 	
              (c)

            	
              A
                moratorium is declared in respect of any indebtedness of any member
                of the
                Group.

            


    

     

    
      	
              22.7

            	
              Insolvency
                proceedings

            


    

    Any
      corporate action, legal proceedings or other procedure or step is taken in
      relation to:

     

    
      	 	
              (a)

            	
              the
                suspension of payments, a moratorium of any indebtedness, winding-up,
                dissolution, administration or reorganisation (by way of voluntary
                arrangement, scheme of arrangement or otherwise) of any member of
                the
                Group other than a solvent liquidation or reorganisation of any member
                of
                the Group which is not an Obligor;

            


    

     

    
      	 	
              (b)

            	
              a
                composition, compromise, assignment or arrangement with any creditor
                of
                any member of the Group;

            


    

     

    
      	 	
              (c)

            	
              the
                appointment of a liquidator (other than in respect of a solvent
                liquidation of a member of the Group which is not an Obligor), receiver,
                administrative receiver, administrator, compulsory manager or other
                similar officer in respect of any member of the Group or any of its
                assets; or

            


    

     

    
      	 	
              (d)

            	
              enforcement
                of any Security over any assets of any member of the
                Group,

            


    

     

    or
      any
      analogous procedure or step is taken in any jurisdiction.

     

    
      	
              22.8

            	
              Creditors'
                process

            


    

    Any
      expropriation, attachment, sequestration, distress or execution affects any
      asset or assets of a member of the Group.

     

    
      	
              22.9

            	
              Unlawfulness

            


    

    It
      is or
      becomes unlawful for an Obligor to perform any of its obligations under the
      Finance Documents or any Transaction Security created or expressed to be created
      or evidenced by the Security Documents ceases to be effective or any
      subordination created under any agreement subordinating intercompany debt to
      this Agreement is or becomes unlawful.

     

    
      	
              22.10

            	
              Repudiation

            


    

    An
      Obligor (or any other relevant party) 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 of the Transaction Security.

     

    
      
        
        

      

      
        -
          51
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              22.11

            	
              Material
                adverse change

            


    

    Any
      event
      or circumstance occurs which the Majority Lenders reasonably believe would
      have
      a Material Adverse Effect.

     

    
      	
              22.12

            	
              Contracts,
                Licences and Insurance

            


    

    
      	 	
              (a)

            	
              Any
                contract which is material to the business operations of the Borrower
                or
                any of the Material Companies is (whether in whole or in part) terminated,
                suspended, withdrawn, revoked or cancelled (including, without limiting
                the generality of the foregoing, declared illegal or unenforceable
                or
                nullified by a decision of an administrative court) or otherwise
                expires
                and is not renewed prior to its expiration or otherwise ceases to
                be in
                full force and effect and such termination, suspension, withdrawal,
                revocation cancellation, expiry or cessation is reasonably likely
                to have
                a Material Adverse Effect;

            


    

     

    
      	 	
              (b)

            	
              any
                of the Licences is (whether in whole or in part) terminated, suspended,
                withdrawn, revoked or cancelled (including, without limiting the
                generality of the foregoing, declared illegal or unenforceable or
                nullified by a decision of an administrative court) or otherwise
                expires
                and is not renewed prior to its expiration or otherwise ceases to
                be in
                full force and effect;

            


    

     

    
      	 	
              (c)

            	
              any
                event occurs which is reasonably likely to give rise to such termination,
                suspension, withdrawal, revocation, cancellation, expiry or cessation
                (being a termination, suspension, withdrawal, revocation, cancellation,
                expiry or cessation which would or is reasonably likely to have a
                Material
                Adverse Effect) in circumstances where the Borrower is unable to
                demonstrate to the reasonable satisfaction of the Lenders within
                30
                (thirty) days of such event occurring that such termination, suspension,
                withdrawal, revocation, cancellation, expiry or cessation will not
                occur
                or that it is taking steps (agreed with the Agent) to mitigate the
                risk of
                such termination, suspension, withdrawal, revocation, cancellation,
                expiry
                or cessation; or

            


    

     

    
      	 	
              (d)

            	
              any
                term of any contract which is material to the business operations
                of the
                Borrower or any of the Material Companies, or any of the Licences
                or any
                insurance maintained in accordance with Clause 21.8
                (Insurance)
                is amended, supplemented, superseded or waived in a manner which
                individually or cumulatively would or is reasonably likely to have
                a
                Material Adverse Effect, without the prior written consent of the
                Agent
                (acting upon the instruction of the Majority
                Lenders).

            


    

     

    
      	
              22.13

            	
              Acceleration

            


    

    On
      and at
      any time after the occurrence of an Event of Default the Agent may, and shall
      if
      so directed by the Majority Lenders, by notice to the Borrower:

     

    
      	 	
              (a)

            	
              cancel
                the Total Commitments whereupon 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, whereupon they shall become immediately
                due
                and payable; and/or

            


    

     

    
      
        
        

      

      
        -
          52
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              declare
                that all or part of the Loans be payable on demand, whereupon they
                shall
                immediately become payable on demand by the Agent on the instructions
                of
                the Majority Lenders; 

            


    

     

    
      	 	
              (d)

            	
              exercise
                or direct the Security Agent to exercise any or all of its rights,
                remedies, powers or discretions under the Finance
                Documents.

            


    

    

      
        
          
          

        

        
          -
            53
            -

          
            

          

        

        
          
          

        

      

SECTION
      9

    CHANGES
      TO PARTIES

     

    
      	
              23.

            	
              CHANGES
                TO LENDERS

            


    

     

    
      	
              23.1

            	
              Assignments
                and transfers by the
                Lenders

            


    

    Subject
      to this Clause 23,
      a
      Lender (the "Existing
      Lender")
      may:


     

    
      	 	
              (a)

            	
              assign
                any of its rights; or

            


    

     

    
      	 	
              (b)

            	
              transfer
                by novation any of its rights and
                obligations,

            


    

     

    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")
      provided
      that
      any
      transfer or novation of Commitments shall be in amount of at least EUR
      5,000,000.

     

    
      	
              23.2

            	
              Conditions
                of assignment or transfer

            


    

    
      	 	
              (a)

            	
              An
                assignment will only be effective
                on:

            


    

     

    
      	 	
              (i)

            	
              receipt
                by the Agent of written confirmation from the New Lender (in form
                and
                substance satisfactory to the Agent) that the New Lender will assume
                the
                same obligations to the other Finance Parties as it would have been
                under
                if it was an Original Lender; and

            


    

     

    
      	 	
              (ii)

            	
              performance
                by the Agent of all "know your customer" or other checks relating
                to any
                person that it is required to carry out in relation to such assignment
                to
                a New Lender, the completion of which the 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
                23.5
                (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
                12
                (Tax
                gross-up and indemnities)
                or Clause 13
                (Increased
                costs),

            


    

     

    then
      the
      New Lender or Lender acting through its new Facility Office is only entitled
      to
      receive payment under those Clauses 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.

     

    
      	 	
              (d)

            	
              The
                parties to this Agreement agree that in the case of a transfer or
                assignment of any rights and/or obligations of any Lender under this
                Agreement to a third party (whether such transfer or assignment shall
                qualify, under the applicable law as novation (novacija)
                or not), the Transaction Security shall not lapse, but shall continue
                to
                secure such transferred or assigned or novated rights and/or
                obligations.

            


    

     

    
      
        
        

      

      
        -
          54
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              23.3

            	
              Assignment
                or transfer fee

            


    

    The
      New
      Lender shall, on the date upon which an assignment or transfer takes effect,
      pay
      to the Agent (for its own account) a fee of EUR 2,000.

     

    
      	
              23.4

            	
              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 or any other
                documents;

            


    

     

    
      	 	
              (ii)

            	
              the
                financial condition of any Obligor;

            


    

     

    
      	 	
              (iii)

            	
              the
                performance and observance by any Obligor 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 and the other Finance
                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 in connection with any Finance Document;
                and

            


    

     

    
      	 	
              (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 from a New Lender of any of the rights and obligations
                assigned or transferred under this Clause 23;
                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.

            


    

     

    
      	
              23.5

            	
              Procedure
                for transfer

            


    

    
      	 	
              (a)

            	
              Subject
                to the conditions set out in Clause 23.2
                (Conditions
                of assignment or transfer)
                a
                transfer is effected in accordance with paragraph (c)
                below when the Agent executes an otherwise duly completed Transfer
                Certificate delivered to it by the Existing Lender and the New Lender.
                The
                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.

            


    

     

    
      
        
        

      

      
        -
          55
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                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 other similar
                checks
                under all applicable laws and regulations in relation to the transfer
                to
                such New Lender.

            


    

     

    
      	 	
              (c)

            	
              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 each of the Obligors and the Existing Lender shall be released
                from further obligations towards one another under the Finance Documents
                and their respective rights against one another under the Finance
                Documents 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
                Agent, the Arranger, the Security Agent, the New Lender and other
                Lenders
                shall acquire the same rights and assume the same obligations between
                themselves 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 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

            


    

     

    
      	 	
              (iv)

            	
              the
                New Lender shall become a Party as a
                "Lender".

            


    

     

    
      	
              23.6

            	
              Copy
                of Transfer Certificate to
                Borrower

            


    

    The
      Agent
      shall, as soon as reasonably practicable after it has executed a Transfer
      Certificate, send to the Borrower a copy of that Transfer
      Certificate.

     

    
      	
              23.7

            	
              Disclosure
                of information

            


    

    Any
      Lender may disclose to any of its Affiliates and any other person:

     

    
      	 	
              (a)

            	
              to
                (or through) whom that Lender assigns or transfers (or may potentially
                assign or transfer) all or any of its rights and obligations under
                this
                Agreement;

            


    

     

    
      	 	
              (b)

            	
              with
                (or through) whom that Lender enters into (or may potentially enter
                into)
                any sub-participation in relation to, or any other transaction under
                which
                payments are to be made by reference to, this Agreement or any Obligor;
                or

            


    

     

    
      
        
        

      

      
        -
          56
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              to
                whom, and to the extent that, information is required to be disclosed
                by
                any applicable law or regulation,

            


    

     

    any
      information about any Obligor, the Group and the Finance Documents as that
      Lender shall consider appropriate if, in relation to paragraphs (a) and (b)
      above, the person to whom the information is to be given has entered into a
      Confidentiality Undertaking.

     

    
      	
              24.

            	
              CHANGES
                TO OBLIGORS

            


    

     

    No
      Obligor may assign any of its rights or transfer any of its rights or
      obligations under the Finance Documents.

     

    
      
        
          
          

        

        
          -
            57
            -

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      10

    THE
      FINANCE PARTIES

     

    
      	
              25.

            	
              ROLE
                OF THE AGENT AND THE
                ARRANGER

            


    

     

    
      	
              25.1

            	
              Appointment
                of the Agent

            


    

    
      	 	
              (a)

            	
              Each
                other Finance Party appoints the Agent to act as its agent under
                and in
                connection with the Finance
                Documents.

            


    

     

    
      	 	
              (b)

            	
              Each
                other Finance Party authorises the Agent to exercise the rights,
                powers,
                authorities and discretions specifically given to the Agent under
                or in
                connection with the Finance Documents together with any other incidental
                rights, powers, authorities and
                discretions.

            


    

     

    
      	
              25.2

            	
              Duties
                of the Agent

            


    

    
      	 	
              (a)

            	
              The
                Agent shall promptly forward to a Party the original or a copy of
                any
                document which is delivered to the Agent for that Party by any other
                Party.

            


    

     

    
      	 	
              (b)

            	
              Except
                where a Finance Document specifically provides otherwise, the Agent
                is not
                obliged to review or check the adequacy, accuracy or completeness
                of any
                document it forwards to another
                Party.

            


    

     

    
      	 	
              (c)

            	
              If
                the 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.

            


    

     

    
      	 	
              (d)

            	
              If
                the Agent is aware of the non-payment of any principal, interest,
                commitment fee or other fee payable to a Finance Party (other than
                the
                Agent, the Arranger or the Security Agent) under this Agreement it
                shall
                promptly notify the other Finance
                Parties.

            


    

     

    
      	 	
              (e)

            	
              The
                Agent's duties under the Finance Documents are solely mechanical
                and
                administrative in nature.

            


    

     

    
      	
              25.3

            	
              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.

     

    
      	
              25.4

            	
              No
                fiduciary duties

            


    

    
      	 	
              (a)

            	
              Nothing
                in this Agreement constitutes the Agent or the Arranger as a trustee
                or
                fiduciary of any other person.

            


    

     

    
      	 	
              (b)

            	
              None
                of the Agent, the Security Agent and 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.

            


    

     

    
      	
              25.5

            	
              Business
                with the Group

            


    

    The
      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 Group.

     

    
      
        
        

      

      
        -
          58
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              25.6

            	
              Rights
                and discretions of the
                Agent

            


    

    
      	 	
              (a)

            	
              The
                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
                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 22.1
                (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)
                is made on behalf of and with the consent and knowledge of the
                Guarantor.

            


    

     

    
      	 	
              (c)

            	
              The
                Agent may engage, pay for and rely on the advice or services of any
                lawyers, accountants, surveyors or other
                experts.

            


    

     

    
      	 	
              (d)

            	
              The
                Agent may act in relation to the Finance Documents through its personnel
                and agents.

            


    

     

    
      	 	
              (e)

            	
              The
                Agent may disclose to any other Party any information it reasonably
                believes it has received as agent under this
                Agreement.

            


    

     

    
      	 	
              (f)

            	
              Notwithstanding
                any other provision of any Finance Document to the contrary, neither
                the
                Agent nor 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.

            


    

     

    
      	
              25.7

            	
              Majority
                Lenders' instructions

            


    

    
      	 	
              (a)

            	
              Unless
                a contrary indication appears in a Finance Document, the Agent shall
                (i)
                exercise any right, power, authority or discretion vested in it as
                Agent
                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 Agent) 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
                  other than the Security Agent.

              


      

       

      
        
          
          

        

        
          -
            59
            -

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

              	
                The
                  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) the Agent may act (or refrain from taking
                  action) as it considers to be in the best interest of the
                  Lenders.

              


      

       

      
        	 	
                (e)

              	
                The
                  Agent is not 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
                  Security Documents or enforcement of the Security or Security
                  Documents.

              


      

       

    

    
      	
              25.8

            	
              Responsibility
                for documentation.

            


    

    Neither
      the Agent nor the Arranger:

     

    
      	 	
              (a)

            	
              is
                responsible for the adequacy, accuracy and/or completeness of any
                information (whether oral or written) supplied by the Agent, the
                Arranger,
                an Obligor or any other person given in or in connection with any
                Finance
                Document; or

            


    

     

    
      	 	
              (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.

            


    

     

    
      	
              25.9

            	
              Exclusion
                of liability

            


    

    
      	 	
              (a)

            	
              Without
                limiting paragraph (b) below, the Agent will not be liable 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 Agent) may take any proceedings against any
                officer,
                employee or agent of the Agent in respect of any claim it might have
                against the Agent or in respect of any act or omission of any kind
                by that
                officer, employee or agent in relation to any Finance Document and
                any
                officer, employee or agent of the Agent may rely on this
                Clause.

            


    

     

    
      	 	
              (c)

            	
              The
                Agent will not 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 the Agent if the Agent 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
                the
                Agent for that purpose.

            


    

     

    
      	 	
              (d)

            	
              Nothing
                in this Agreement shall oblige the 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 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 Agent or the Arranger.

            


    

     

    
      
        
        

      

      
        -
          60
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              25.10

            	
              Lenders'
                indemnity to the 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 Agent and
      the Security Agent, within three Business Days of demand, against any cost,
      loss
      or liability incurred by the Agent or the Security Agent (otherwise than by
      reason of the Agent's gross negligence or wilful misconduct) in acting as Agent
      under the Finance Documents (unless the Agent or the Security Agent has been
      reimbursed by an Obligor pursuant to a Finance Document).

     

    
      	
              25.11

            	
              Resignation
                of the Agent

            


    

    
      	 	
              (a)

            	
              The
                Agent may resign and appoint one of its Affiliates as successor by
                giving
                notice to the other Finance Parties and the
                Borrower.

            


    

     

    
      	 	
              (b)

            	
              Alternatively
                the Agent may resign by giving notice to the other Finance Parties
                and the
                Borrower, in which case the Majority Lenders (after consultation
                with the
                Borrower) may appoint a successor
                Agent.

            


    

     

    
      	 	
              (c)

            	
              If
                the Majority Lenders have not appointed a successor Agent in accordance
                with paragraph (b) above within 30 days after notice of resignation
                was
                given, the Agent (after consultation with the Borrower) may appoint
                a
                successor Agent.

            


    

     

    
      	 	
              (d)

            	
              The
                retiring Agent shall, at its own cost, make available to the successor
                Agent such documents and records and provide such assistance as the
                successor Agent may reasonably request for the purposes of performing
                its
                functions as Agent under the Finance
                Documents.

            


    

     

    
      	 	
              (e)

            	
              The
                Agent's resignation notice shall only take effect upon the appointment
                of
                a successor.

            


    

     

    
      	 	
              (f)

            	
              Upon
                the appointment of a successor, the retiring Agent shall be discharged
                from any further obligation in respect of the Finance Documents but
                shall
                remain entitled to the benefit of this Clause 25.
                Its 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.

            


    

     

    
      	 	
              (g)

            	
              After
                consultation with the Borrower, the Majority Lenders may, by notice
                to the
                Agent, require it to resign in accordance with paragraph (b) above.
                In
                this event, the Agent shall resign in accordance with paragraph (b)
                above.

            


    

     

    
      	
              25.12

            	
              Confidentiality

            


    

    
      	 	
              (a)

            	
              In
                acting as agent for the Finance Parties, the 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.

            


    

     

    
      
        
        

      

      
        -
          61
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              If
                information is received by another division or department of the
                Agent, it
                may be treated as confidential to that division or department and
                the
                Agent shall not be deemed to have notice of
                it.

            


    

     

    
      	
              25.13

            	
              Relationship
                with the Lenders

            


    

    
      	 	
              (a)

            	
              The
                Agent may treat each Lender as a Lender, entitled to payments under
                this
                Agreement and acting through its Facility Office 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 Agent with any information required by the
                Agent
                in order to calculate the Mandatory Cost in accordance with Schedule
                4
                (Mandatory
                Cost formulae).

            


    

     

    
      	 	
              (c)

            	
              Each
                Lender shall supply the Agent with any information that the Security
                Agent
                may reasonably specify (through the 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
                Agent and shall not deal directly with the Security
                Agent.

            


    

     

    
      	
              25.14

            	
              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
      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
                Group;

            


    

     

    
      	 	
              (b)

            	
              the
                legality, validity, effectiveness, adequacy or enforceability of
                any
                Finance Document and 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 Lender 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 or 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 any information provided
                by the
                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 Transaction Security, the priority of any of the Transaction
                Security or the existence of any security affecting the Secured
                Assets.

            


    

     

    
      
        
        

      

      
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          62
          -

        
          

        

      

      
        
        

      

    

     

    

      
        	
                25.15

              	
                Reference
                  Banks

              


      

    

    If
      a
      Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which
      it
      is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with
      the Borrower) appoint another Lender or an Affiliate of a Lender to replace
      that
      Reference Bank.

     

    
      	
              25.16

            	
              Agent's
                Management Time

            


    

    Any
      amount payable to the Agent under Clause 14.3
      (Indemnity
      to the Agent),
      Clause 16
      (Costs
      and expenses)
      and
      Clause 25.10
      (Lenders'
      indemnity to the Agent and the Security Agent)
      shall
      include the cost of utilising the Agent's management time or other resources
      and
      will be calculated on the basis of such reasonable daily or hourly rates as
      the
      Agent may notify to the Borrower and the Lenders, and is in addition to any
      fee
      paid or payable to the Agent under Clause 11
      (Fees).

     

    
      	
              25.17

            	
              Deduction
                from amounts payable by the
                Agent

            


    

    If
      any
      Party owes an amount to the Agent under the Finance Documents the Agent may,
      after giving notice to that Party, deduct an amount not exceeding that amount
      from any payment to that Party which the Agent 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.

     

    
      	
              26.

            	
              ROLE
                OF SECURITY AGENT

            


    

     

    
      	
              26.1

            	
              Trust

            


    

    The
      Security Agent declares that it shall hold all amounts from time to time
      received or recovered by it pursuant to the terms of any Finance Document or
      in
      connection with the realisation or enforcement of all or any part of the
      Transaction Security on trust for the Finance Parties on the terms contained
      in
      this Agreement. Each of the Parties to this Agreement agrees that the Security
      Agent shall have only those duties, obligations and responsibilities expressly
      specified in this Agreement or in the Security Documents (and no others shall
      be
      implied).

     

    
      	
              26.2

            	
              No
                Independent Power

            


    

    The
      Finance Parties shall not have any independent power to enforce, or have
      recourse to, any of the Transaction Security or to exercise any rights or powers
      arising under the Security Documents except through the Security Agent. At
      all
      times after the request to commence enforcement has been issued by the Majority
      Lenders (acting through the Agent) and subject to the terms of this Agreement,
      the Security Agent will act on the directions of the Agent (as instructed by
      the
      Majority Lenders) who shall be entitled to give directions and do any other
      things in relation to the enforcement of the Transaction Security (including
      in
      connection with, but not limited to, the disposal, collection or realisation
      of
      assets subject to the Transaction Security) including (without limitation)
      determining the timing and manner of enforcement against any particular person
      or asset. The Finance Parties (other than the Security Agent) shall grant to
      the
      Security Agent such powers of attorney and authorisations (in form and substance
      satisfactory to the Security Agent) as may be reasonably necessary or desirable
      to enable the Security Agent to perform its obligations under the Finance
      Documents.

     

    
      
        
        

      

      
        -
          63
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              26.3

            	
              Security
                Agent's Instructions

            


    

    The
      Security Agent shall:

     

    
      	 	
              (a)

            	
              unless
                a contrary indication appears in a Finance Document, act in accordance
                with any instructions given to it by the Agent and shall be entitled
                to
                assume that (i) any instructions received by it from the Agent are
                duly
                given by or on behalf of the Majority Lenders or, as the case may
                be, the
                Lenders in accordance with the terms of the Finance Documents and
                (ii)
                unless it has received actual notice of revocation that any instructions
                or directions given by the Agent have not been
                revoked;

            


    

     

    
      	 	
              (b)

            	
              be
                entitled to request instructions, or clarification of any direction,
                from
                the Agent as to whether, and in what manner, it should exercise or
                refrain
                from exercising any rights, powers and discretions and the Security
                Agent
                may refrain from acting unless and until those instructions or
                clarification are received by it;
                and

            


    

     

    
      	 	
              (c)

            	
              be
                entitled to carry out all dealings with the Lenders through the Agent
                and
                may give to the Agent any notice or other communication required
                to be
                given by the Security Agent to the
                Lenders.

            


    

     

    
      	
              26.4

            	
              Security
                Agent's Actions

            


    

    Subject
      to the provisions of this Clause 26:

     

    
      	 	
              (a)

            	
              the
                Security Agent may, in the absence of any instructions to the contrary,
                take such action in the exercise of any of its powers and duties
                under the
                Finance Documents which in its absolute discretion it considers to
                be for
                the protection and benefit of all the Finance Parties;
                and

            


    

     

    
      	 	
              (b)

            	
              at
                any time after receipt by the Security Agent of notice from the Agent
                (acting on instructions of the Majority Lenders) directing the Security
                Agent to exercise all or any of the rights, remedies, powers or
                discretions of the Finance Parties under any of the Finance Documents,
                the
                Security Agent may, and shall if so directed by the Agent (acting
                on
                instructions of the Majority Lenders), take any action as in its
                sole
                discretion it thinks fit to enforce the Transaction
                Security.

            


    

     

    
      	
              26.5

            	
              Security
                Agent's discretions

            


    

    The
      Security Agent may:

     

    
      	 	
              (a)

            	
              assume
                (unless it has received actual notice to the contrary in its capacity
                as
                Security Agent for the Finance Parties) that (i) no Default has occurred
                and no Obligor is in breach of or default under its obligations under
                any
                of the Finance Documents and (ii) any right, power, authority or
                discretion vested in any person has not been
                exercised;

            


    

     

    
      	 	
              (b)

            	
              if
                it receives any instructions or directions from the Agent to take
                any
                action in relation to the Transaction Security, assume that all applicable
                conditions under the Finance Documents for taking that action have
                been
                satisfied;

            


    

     

    
      
        
        

      

      
        -
          64
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              engage,
                pay for and rely on the advice or services of any lawyers, accountants,
                surveyors or other experts (whether obtained by the Security Agent
                or by
                any other Finance Party) whose advice or services may at any time
                seem
                necessary, expedient or desirable;

            


    

     

    
      	 	
              (d)

            	
              rely
                upon any communication or document believed by it to be genuine and,
                as to
                any matters of fact which might reasonably be expected to be within
                the
                knowledge of a Finance Party or an Obligor, upon a certificate signed
                by
                or on behalf of that person; and

            


    

     

    
      	 	
              (e)

            	
              refrain
                from acting in accordance with the instructions of the Agent or Lenders
                (including bringing any legal action or proceeding arising out of
                or in
                connection with the Finance Documents) until it has received any
                indemnification and/or security that it may in its absolute discretion
                require (whether by way of payment in advance or otherwise) for all
                costs,
                losses and liabilities which it may incur in bringing such action
                or
                proceedings.

            


    

     

    
      	
              26.6

            	
              Security
                Agent's Obligations

            


    

    The
      Security Agent shall promptly inform the Agent of:

     

    
      	 	
              (a)

            	
              the
                contents of any notice or document received by it in its capacity
                as
                Security Agent from any Obligor under any Finance Document;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                occurrence of any Default or any default by an Obligor in the due
                performance of or compliance with its obligations under any Finance
                Document of which the Security Agent has received notice from any
                other
                party to this Agreement.

            


    

     

    
      	
              26.7

            	
              Excluded
                Obligations

            


    

    The
      Security Agent shall not:

     

    
      	 	
              (a)

            	
              be
                bound to enquire as to the occurrence or otherwise of any Default
                or the
                performance, default or any breach by an Obligor of its obligations
                under
                any of the Finance Documents;

            


    

     

    
      	 	
              (b)

            	
              be
                bound to account to any other Party for any sum or the profit element
                of
                any sum received by it for its own
                account;

            


    

     

    
      	 	
              (c)

            	
              be
                bound to disclose to any other person (including any Finance Party)
                (i)
                any confidential information or (ii) any other information if disclosure
                would, or might in its reasonable opinion, constitute a breach of
                any law
                or be a breach of fiduciary duty; 

            


    

     

    
      	 	
              (d)

            	
              be
                under any obligations other than those which are specifically provided
                for
                in the Finance Documents; or

            


    

     

    
      	 	
              (e)

            	
              have
                or be deemed to have any duty, obligation or responsibility to, or
                relationship of trust or agency with, any
                Obligor.

            


    

     

    
      
        
        

      

      
        -
          65
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              26.8

            	
              Exclusion
                of Security Agent's
                liability

            


    

     

    Unless
      caused directly by its gross negligence or wilful misconduct the Security Agent
      shall not accept responsibility or be liable for:

     

    
      	 	
              (a)

            	
              the
                adequacy, accuracy and/or completeness of any information supplied
                by the
                Security Agent or any other person in connection with the Finance
                Documents or the transactions contemplated in the Finance Documents,
                or
                any other agreement, arrangement or document entered into, made or
                executed in anticipation of, under or in connection with the Finance
                Documents; 

            


    

     

    
      	 	
              (b)

            	
              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,
                under or in connection with any Finance Document or the Transaction
                Security; 

            


    

     

    
      	 	
              (c)

            	
              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 Finance
                Documents or the Transaction Security or otherwise, whether in accordance
                with an instruction from the Agent or otherwise;
                

            


    

     

    
      	 	
              (d)

            	
              the
                exercise of, or the failure to exercise, any judgment, discretion
                or power
                given to it by or in connection with any of the Finance Documents,
                the
                Transaction Security or any other agreement, arrangement or document
                entered into, made or executed in anticipation of, under or in connection
                with the Finance Documents or the Transaction Security;
                or

            


    

     

    
      	 	
              (e)

            	
              any
                shortfall which arises on the enforcement of the Transaction
                Security.

            


    

     

    
      	
              26.9

            	
              Own
                responsibility

            


    

    It
      is
      understood and agreed by each Finance Party that at all times that Finance
      Party
      has itself been, and will continue to be, solely responsible for making its
      own
      independent appraisal of and investigation into all risks arising under or
      in
      connection with the Finance Documents including but not limited to:

     

    
      	 	
              (a)

            	
              the
                financial condition, creditworthiness, condition, affairs, status
                and
                nature of each of the Obligors;

            


    

     

    
      	 	
              (b)

            	
              the
                legality, validity, effectiveness, adequacy and enforceability of
                each of
                the Finance Documents and the Transaction Security and any other
                agreement, arrangement or document entered into, made or executed
                in
                anticipation of, under or in connection with the Finance Documents
                or the
                Transaction Security; 

            


    

     

    
      	 	
              (c)

            	
              whether
                that Finance Party has recourse, and the nature and extent of that
                recourse, against any Obligor or any other person or any of their
                respective assets under or in connection with the Finance Documents,
                the
                transactions contemplated in the Finance Documents or any other agreement,
                arrangement or document entered into, made or executed in anticipation
                of,
                under to or in connection with the Finance Documents;
                

            


    

     

    
      
        
        

      

      
        -
          66
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              the
                adequacy, accuracy and/or completeness of any information provided
                by any
                person in connection with the Finance Documents, the transactions
                contemplated in the Finance Documents or any other agreement, arrangement
                or document entered into, made or executed in anticipation of, under
                or in
                connection with the Finance Documents;
                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 interest affecting the
                Charged
                Property,

            


    

     

    
      	 	
              (f)

            	
              and
                each Finance Party warrants to the Security Agent that it has not
                relied
                on and will not at any time rely on the Security Agent in respect
                of any
                of these matters.

            


    

     

    
      	
              26.10

            	
              No
                responsibility to perfect Transaction
                Security

            


    

    The
      Security Agent shall not be liable for any failure to:

     

    
      	 	
              (a)

            	
              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;

            


    

     

    
      	 	
              (b)

            	
              obtain
                any licence, consent or other authority for the execution, delivery,
                legality, validity, enforceability or admissibility in evidence of
                any of
                the Finance Documents or the Transaction
                Security;

            


    

     

    
      	 	
              (c)

            	
              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 Finance Documents or of the Transaction
                Security;

            


    

     

    
      	 	
              (d)

            	
              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 the Transaction Security
                effective or to secure the creation of any ancillary security interest
                under the laws of any jurisdiction;
                or

            


    

     

    
      	 	
              (e)

            	
              require
                any further assurances in relation to any of the Security
                Documents.

            


    

     

    
      	
              26.11

            	
              Insurance
                by Security Agent

            


    

    
      	 	
              (a)

            	
              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
                Finance 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.

            


    

     

    
      	 	
              (b)

            	
              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 the insurers or any
                other
                information of any kind, unless any Finance Party has requested it
                to do
                so in writing and the Security Agent has failed to do so within fourteen
                days after receipt of that request.

            


    

     

    
      
        
        

      

      
        -
          67
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              26.12

            	
              Custodians
                and Nominees

            


    

    The
      Security Agent may appoint and pay any person to act as a custodian or nominee
      on any terms in relation to any assets of the trust as the Security Agent may
      determine, including for the purpose of depositing with a custodian this
      Agreement or any document relating to the trust created under this Agreement
      and
      the Security Agent shall not be responsible for any loss, liability, expense,
      demand, cost, claim or proceedings incurred by reason of the misconduct,
      omission or default on the part of any person appointed by it under this
      Agreement or be bound to supervise the proceedings or acts of any
      person.

     

    
      	
              26.13

            	
              Acceptance
                of Title

            


    

    The
      Security Agent shall be entitled to accept without enquiry, and shall not be
      obliged to investigate, the 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.

     

    
      	
              26.14

            	
              Refrain
                from Illegality

            


    

    The
      Security Agent may refrain from doing anything which in its opinion will or
      may
      be contrary to any relevant law, directive or regulation 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
      law, directive or regulation.

     

    
      	
              26.15

            	
              Business
                with the Obligors

            


    

    The
      Security Agent may accept deposits from, lend money to, and generally engage
      in
      any kind of banking or other business with any of the Obligors.

     

    
      	
              26.16

            	
              Releases

            


    

    Upon
      a
      disposal of any of the Charged Property:

     

    
      	 	
              (a)

            	
              pursuant
                to the enforcement of the Transaction Security by a Receiver or the
                Security Agent; or 

            


    

     

    
      	 	
              (b)

            	
              if
                that disposal is permitted under the Finance Documents,
                

            


    

     

    the
      Security Agent shall (at the cost of the Obligors) release that property from
      the Transaction Security and is authorised to execute, without the need for
      any
      further authority from the Finance Parties, any release of the Transaction
      Security or other claim over that asset and to issue any certificates of
      non-crystallisation of floating charges that may be required or
      desirable.

     

    
      	
              26.17

            	
              Winding
                up of Trust

            


    

    If
      the
      Security Agent, with the approval of the Majority Lenders, 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 Finance Parties is under any
      commitment, obligation or liability (actual or contingent) to make advances
      or
      provide other financial accommodation to any Obligor pursuant to the Finance
      Documents, the trusts set out in this Agreement shall be wound up and the
      Security Agent shall release, without recourse or warranty, all of the
      Transaction Security and the rights of the Security Agent under each of the
      Security Documents.

     

    
      
        
        

      

      
        -
          68
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              26.18

            	
              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.

     

    
      	
              26.19

            	
              Powers
                Supplemental

            


    

    The
      rights, powers and discretions conferred upon the Security Agent by this
      Agreement shall be supplemental to the Trustee Acts 1925 and 2000 and in
      addition to any which
      may be
      vested in the Security Agent by general law or otherwise.

     

    
      	
              26.20

            	
              Trustee
                division separate

            


    

    In
      acting
      as trustee for the Finance Parties, the Security Agent shall be regarded as
      acting through its 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 trustee division.

     

    
      	
              26.21

            	
              Disapplication

            


    

    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 Acts 1925 and 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.

     

    
      	
              26.22

            	
              Resignation
                of Security Agent 

            


    

    
      	 	
              (a)

            	
              The
                Security Agent may resign and appoint one of its Affiliates as successor
                by giving notice to the other Parties (or to the Agent on behalf
                of the
                Lenders).

            


    

     

    
      	 	
              (b)

            	
              Alternatively
                the Security Agent may resign by giving notice to the other Parties
                (or to
                the Agent on behalf of the Lenders) in which case the Majority Lenders
                may
                appoint a successor Security Agent.

            


    

     

    
      	 	
              (c)

            	
              If
                the Majority Lenders have not appointed a successor Security Agent
                in
                accordance with paragraph (b) above within 30 days after the notice
                of
                resignation was given, the Security Agent (after consultation with
                the
                Agent) may appoint a successor Security
                Agent.

            


    

     

    
      	 	
              (d)

            	
              The
                retiring Security Agent shall, at its own cost, make available to
                the
                successor Security Agent such documents and records and provide such
                assistance as the successor Security Agent may reasonably request
                for the
                purposes of performing its functions as Security Agent under the
                Finance
                Documents.

            


    

     

    
      	 	
              (e)

            	
              The
                Security Agent's resignation notice shall only take effect upon (i)
                the
                appointment of a successor and (ii) the transfer of all of the Transaction
                Security held by the Security Agent to that
                successor.

            


    

     

    
      
        
        

      

      
        -
          69
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              Upon
                the appointment of a successor, the retiring Security Agent shall
                be
                discharged from any further obligation in respect of the Finance
                Documents
                but shall remain entitled to the benefit of Clauses 25 (Role
                of the Agent and the Arranger)
                and this Clause 26 (Role
                of Security Agent).
                Its 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.

            


    

     

    
      	 	
              (g)

            	
              The
                Majority Lenders may, by notice to the Security Agent, require it
                to
                resign in accordance with paragraph (b) above. In this event, the
                Security
                Agent shall resign in accordance with paragraph (b)
                above.

            


    

     

    
      	
              26.23

            	
              Delegation

            


    

     

    
      	 	
              (a)

            	
              The
                Security Agent may, at any time, delegate by power of attorney or
                otherwise to any person for any period, all or any of the rights,
                powers
                and discretions vested in it by any of the Finance
                Documents.

            


    

     

    
      	 	
              (b)

            	
              The
                delegation may be made upon any terms and conditions (including the
                power
                to sub-delegate) and subject to any restrictions as the Security
                Agent may
                think fit in the interests of the Finance Parties and it shall not
                be
                bound to supervise, or be in any way responsible for any loss incurred
                by
                reason of any misconduct or default on the part of any delegate or
                sub-delegate.

            


    

     

    
      	
              26.24

            	
              Additional
                agents

            


    

    
      	 	
              (a)

            	
              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 (i)
                if it considers that appointment to be in the interests of the Finance
                Parties or (ii) for the purposes of conforming to any legal requirements,
                restrictions or conditions which the Security Agent deems to be relevant
                or (iii) for obtaining or enforcing any judgment in any jurisdiction,
                and
                the Security Agent shall give prior notice to the Borrower and the
                Agent
                of that appointment.

            


    

     

    
      	 	
              (b)

            	
              Any
                person so appointed shall have the rights, powers and discretions
                (not
                exceeding those conferred on the Security Agent by this Agreement)
                and the
                duties and obligations that are conferred or imposed by the instrument
                of
                appointment.

            


    

     

    
      	 	
              (c)

            	
              The
                remuneration that the Security Agent may pay to any person, and any
                costs
                and expenses incurred by that 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.

            


    

     

    
      	
              26.25

            	
              Manner
                of enforcement waiver

            


    

    To
      the
      extent permitted under applicable law and subject to the terms of the Security
      Documents and Clause 31 (Application
      of Proceeds),
      each
      of the Finance Parties and each of the Obligors waives all rights it may
      otherwise have to require that the 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 the
      Transaction Security or of any other security interest, which is capable of
      being applied in or towards discharge of any of the obligations secured by
      the
      Transaction Security is so applied.

     

    
      
        
        

      

      
        -
          70
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              27.

            	
              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.

            


    

     

    
      	
              28.

            	
              SHARING
                AMONG THE FINANCE PARTIES

            


    

     

    
      	
              28.1

            	
              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 29
      (Payment
      mechanics)
      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
                Agent;

            


    

     

    
      	 	
              (b)

            	
              the
                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 Agent and distributed in
                accordance with Clause 29
                (Payment
                mechanics),
                without taking account of any Tax which would be imposed on the Agent
                in
                relation to the receipt, recovery or distribution;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                Recovering Finance Party shall, within three Business Days of demand
                by
                the Agent, pay to the Agent an amount (the "Sharing
                Payment")
                equal to such receipt or recovery less any amount which the Agent
                determines may be retained by the Recovering Finance Party as its
                share of
                any payment to be made, in accordance with Clause 29.5
                (Partial
                payments).

            


    

     

    
      	
              28.2

            	
              Redistribution
                of payments

            


    

    The
      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) in accordance with Clause 29.5
      (Partial
      payments).

     

    
      	
              28.3

            	
              Recovering
                Finance Party's rights

            


    

    
      	 	
              (a)

            	
              On
                a distribution by the Agent under Clause 28.2
                (Redistribution
                of payments),
                the Recovering Finance Party will be subrogated to the rights of
                the
                Finance Parties which have shared in the redistribution.
                

            


    

     

    
      	 	
              (b)

            	
              If
                and to the extent that the Recovering Finance Party is not able to
                rely on
                its rights under paragraph (a) above, the relevant Obligor shall
                be liable
                to the Recovering Finance Party for a debt equal to the Sharing Payment
                which is immediately due and
                payable.

            


    

     

    
      
        
        

      

      
        -
          71
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              28.4

            	
              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
                Lender which has received a share of the relevant Sharing Payment
                pursuant
                to Clause 28.2
                (Redistribution
                of payments)
                shall, upon request of the Agent, pay to the Agent for 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); and

            


    

     

    
      	 	
              (b)

            	
              that
                Recovering Finance Party's rights of subrogation in respect of any
                reimbursement shall be cancelled and the relevant Obligor will be
                liable
                to the reimbursing Finance Party for the amount so
                reimbursed.

            


    

     

    
      	
              28.5

            	
              Exceptions

            


    

    
      	 	
              (a)

            	
              This
                Clause 28
                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 that other Finance Party of the legal or arbitration proceedings;
                and

            


    

     

    
      	 	
              (ii)

            	
              that
                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.

            


    


    
      
        
        

      

      
        -
          72
          -

        
          

        

      

      
        
        

      

    


    SECTION
      11

    ADMINISTRATION

     

    
      	
              29.

            	
              PAYMENT
                MECHANICS

            


    

     

    
      	
              29.1

            	
              Payments
                to the 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 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 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 Agent specifies.

            


    

     

    
      	
              29.2

            	
              Distributions
                by the Agent

            


    

    Each
      payment received by the Agent under the Finance Documents for another Party
      shall, subject to Clause 29.3
      (Distributions
      to an Obligor),
      Clause
29.4
      (Clawback)
      and
      Clause 25.17
      (Deduction
      from amounts payable by the Agent),
      be
      made available by the 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 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). 

     

    
      	
              29.3

            	
              Distributions
                to an Obligor

            


    

    The
      Agent
      may (with the consent of the Obligor or in accordance with Clause 30
      (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.

     

    
      	
              29.4

            	
              Clawback

            


    

    
      	 	
              (a)

            	
              Where
                a sum is to be paid to the Agent under the Finance Documents for
                another
                Party, the Agent 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 Agent pays an amount to another Party and it proves to be the
                case
                that the Agent 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 Agent shall on demand refund the same to the Agent together
                with interest on that amount from the date of payment to the date
                of
                receipt by the Agent, calculated by the Agent to reflect its cost
                of
                funds.

            


    

     

    
      
        
        

      

      
        -
          73
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              29.5

            	
              Partial
                payments

            


    

    
      	 	
              (a)

            	
              If
                the Agent receives a payment that is insufficient to discharge all
                the
                amounts then due and payable by an Obligor under the Finance Documents,
                the Agent shall apply that payment towards the obligations of that
                Obligor
                under the Finance Documents in the following
                order:

            


    

     

    
      	 	
              (i)

            	
              first,
                in or towards payment pro rata of any unpaid fees, costs and expenses
                of
                the Agent, the Security Agent and the Arranger under the Finance
                Documents;

            


    

     

    
      	 	
              (ii)

            	
              secondly,
                in or towards payment pro rata of any accrued interest, fee or commission
                due but unpaid under this
                Agreement;

            


    

     

    
      	 	
              (iii)

            	
              thirdly,
                in or towards payment pro rata of any principal due but unpaid under
                this
                Agreement; and

            


    

     

    
      	 	
              (iv)

            	
              fourthly,
                in or towards payment pro rata of any other sum due but unpaid under
                the
                Finance Documents.

            


    

     

    
      	 	
              (b)

            	
              The
                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.

            


    

     

    
      	
              29.6

            	
              No
                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.

     

    
      	
              29.7

            	
              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.

            


    

     

    
      
        	
                29.8

              	
                Currency
                  of account

              


      

    

    
      	 	
              (a)

            	
              Subject
                to paragraphs (b) and (c) below euro is the currency of account and
                payment for any sum from an Obligor under any Finance
                Document.

            


    

     

    
      	 	
              (b)

            	
              Each
                payment in respect of costs, expenses or Taxes shall be made in the
                currency in which the costs, expenses or Taxes are
                incurred.

            


    

     

    
      	 	
              (c)

            	
              Any
                amount expressed to be payable in a currency other than euro shall
                be paid
                in that other currency.

            


    

     

    
      
        
        

      

      
        -
          74
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              29.9

            	
              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 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 Agent (acting
                reasonably).

            


    

     

    
      	 	
              (b)

            	
              If
                a change in any currency of a country occurs, this Agreement will,
                to the
                extent the 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 Relevant
                Interbank Market and otherwise to reflect the change in
                currency.

            


    

     

    
      	
              30.

            	
              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.

     

    
      	
              31.

            	
              APPLICATION
                OF PROCEEDS

            


    

     

    
      	
              31.1

            	
              Order
                of Application

            


    

    All
      moneys 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 on trust to apply
      them
      at such times as the Security Agent sees fit, to the extent permitted by
      applicable law and subject to the terms of the Security Documents, in the
      following order of priority:

     

    
      	 	
              (a)

            	
              in
                discharging any sums owing to the Security Agent (in its capacity
                as
                trustee), any Receiver or any
                Delegate;

            


    

     

    
      	 	
              (b)

            	
              in
                payment to the Agent, on behalf of the Finance Parties, for application
                towards the discharge of all sums due and payable by any Obligor
                under any
                of the Finance Documents in accordance with Clause 29.5
                (Partial
                Payments);

            


    

     

    
      	 	
              (c)

            	
              if
                none of the Obligors is under any further actual or contingent liability
                under any Finance Document, in payment to any person to whom the
                Security
                Agent is obliged by law to pay in priority to any Obligor;
                and

            


    

     

    
      	 	
              (d)

            	
              the
                balance, if any, in payment to the relevant
                Obligor.

            


    

     

    
      
        
        

      

      
        -
          75
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              31.2

            	
              Investment
                of Proceeds

            


    

    Prior
      to
      the application of the proceeds of the Transaction Security in accordance with
      Clause 31.1
      (Order
      of Application)
      and
      subject to the terms of the Security Documents, 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 or Agent with any
      financial institution (including itself) and for so long as the Security Agent
      thinks fit (the interest being credited to the relevant account) pending the
      application from time to time of those monies at the Security Agent's discretion
      in accordance with the provisions of this Clause 31.

     

    
      	
              31.3

            	
              Currency
                Conversion

            


    

    
      	 	
              (a)

            	
              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.


            


    

     

    
      	 	
              (b)

            	
              The
                obligations of any Obligor to pay in the due currency shall only
                be
                satisfied to the extent of the amount of the due currency purchased
                after
                deducting the costs of conversion.

            


    

     

    
      	
              31.4

            	
              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 Tax 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 Tax 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 of the Finance Documents or otherwise
      (except in connection with its remuneration for performing its duties under
      this
      Agreement). 

     

    
      	
              31.5

            	
              Discharge
                of Secured Obligations

            


    

    
      	 	
              (a)

            	
              Any
                payment to be made in respect of the Secured Obligations by the Security
                Agent may be made to the Agent on behalf of the Lenders and that
                payment
                shall be a good discharge to the extent of that payment, by the Security
                Agent. 

            


    

     

    
      	 	
              (b)

            	
              The
                Security Agent is under no obligation to make payment to the Agent
                in the
                same currency as that in which any Unpaid Sum is denominated.
                

            


    

     

    
      	
              31.6

            	
              Sums
                received by Obligors

            


    

    If
      any of
      the Obligors receives any sum which, pursuant to any of the Finance Documents,
      should have been paid to the Security Agent, that sum shall promptly be paid
      to
      the Security Agent for application in accordance with this Clause.

     

    
      	
              32.

            	
              NOTICES

            


    

     

    
      	
              32.1

            	
              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.
      Any notice sent by the Agent to the Borrower shall be sent to the Guarantor
      as
      well.

     

    
      
        
        

      

      
        -
          76
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              32.2

            	
              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 each original lender, the Borrower and the Guarantor,
                that
                identified with each of their names
                below;

            


    

     

    
      	 	
              (b)

            	
              in
                the case of each Lender, that notified in writing to the Agent on
                or prior
                to the date on which it becomes a Party;
                and

            


    

     

    
      	 	
              (c)

            	
              in
                the case of the Agent or the Security Agent, that identified with
                its name
                below, 

            


    

     

    or
      any
      substitute address or fax number or department or officer as the Party may
      notify to the Agent (or the Agent may notify to the other Parties, if a change
      is made by the Agent) by not less than five Business Days' notice.

     

    
      	
              32.3

            	
              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
                two
                Business Days after being couriered by a recognised overnight delivery
                service in an envelope addressed to it at that
                address,

            


    

     

    and,
      if a
      particular department or officer is specified as part of its address details
      provided under Clause 32.2
      (Addresses),
      if
      addressed to that department or officer.

     

    
      	 	
              (b)

            	
              Any
                communication or document to be made or delivered to the Agent or
                the
                Security Agent will be effective only when actually received by the
                Agent
                or the Security Agent and then only if it is expressly marked for
                the
                attention of the department or officer identified with the Agent's
                or
                Security Agent's signature below (or any substitute department or
                officer
                as the Agent or Security Agent shall specify for this
                purpose).

            


    

     

    
      	 	
              (c)

            	
              All
                notices from or to an Obligor shall be sent through the
                Agent.

            


    

     

    
      	
              32.4

            	
              Notification
                of address and fax number 

            


    

    Promptly
      upon receipt of notification of an address and fax number or change of address
      or fax number pursuant to Clause 32.2
      (Addresses)
      or
      changing its own address or fax number, the Agent shall notify the other
      Parties.

     

    
      
        
        

      

      
        -
          77
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              32.5

            	
              Electronic
                communication

            


    

    
      	 	
              (a)

            	
              Any
                communication to be made between the 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 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 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 Agent or the Security Agent only if it is addressed in such a
                manner
                as the Agent or the Security Agent respectively shall specify for
                this
                purpose.

            


    

     

    
      	
              32.6

            	
              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 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.

            


    

     

    
      	
              33.

            	
              CALCULATIONS
                AND CERTIFICATES

            


    

     

    
      	
              33.1

            	
              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.

     

    
      	
              33.2

            	
              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.

     

    
      	
              33.3

            	
              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 Relevant
      Interbank Market differs, in accordance with that market practice.

     

    
      
        
        

      

      
        -
          78
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              34.

            	
              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.

     

    
      	
              35.

            	
              REMEDIES
                AND WAIVERS

            


    

    No
      failure to exercise, nor any delay in exercising, on the part of any Finance
      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.

     

    
      	
              36.

            	
              AMENDMENTS
                AND WAIVERS

            


    

     

    
      	
              36.1

            	
              Required
                consents

            


    

    
      	 	
              (a)

            	
              Subject
                to Clause 36.2
                (Exceptions)
                any term of the Finance Documents may be amended or waived only with
                the
                consent of the Majority Lenders and the Obligors and any such amendment
                or
                waiver will be binding on all
                Parties.

            


    

     

    
      	 	
              (b)

            	
              The
                Agent may effect, on behalf of any Finance Party, any amendment or
                waiver
                permitted by this Clause.

            


    

    

      
        	
                36.2

              	
                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;

            


    

     

    
      	 	
              (iii)

            	
              the
                nature or scope of the Charged Property or the manner in which the
                proceeds of enforcement of the Transaction Security are distributed;
                

            


    

     

    
      	 	
              (iv)

            	
              the
                release 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;

            


    

     

    
      	 	
              (v)

            	
              a
                reduction in the Margin or a reduction in the amount of any payment
                of
                principal, interest, fees or commission
                payable;

            


    

     

    
      	 	
              (vi)

            	
              an
                increase in or an extension of any
                Commitment;

            


    

     

    
      	 	
              (vii)

            	
              a
                change to the Borrower or
                Guarantor;

            


    

     

    
      
        
        

      

      
        -
          79
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (viii)

            	
              any
                provision which expressly requires the consent of all the Lenders;
                or

            


    

     

    
      	 	
              (ix)

            	
              Clause
                2.2
                (Finance
                Parties' rights and obligations),
                Clause 23
                (Changes
                to the Lenders)
                or this Clause 36.

            


    

     

    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
                Agent, the Arranger or the Security Agent may not be effected without
                the
                consent of the Agent, Arranger or Security Agent
                respectively.

            


    

     

    
      	
              37.

            	
              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.

     

    
      
        
          
          

        

        
          -
            80
            -

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      12

    GOVERNING
      LAW AND ENFORCEMENT

     

    
      	
              38.

            	
              GOVERNING
                LAW

            


    

     

    This
      Agreement is governed by English law.

     

    
      	
              39.

            	
              ENFORCEMENT

            


    

     

    
      	
              39.1

            	
              Jurisdiction

            


    

    
      	 	
              (a)

            	
              The
                courts of England have exclusive jurisdiction to settle any dispute
                arising out of or in connection with this Agreement (including a
                dispute
                regarding 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 39.1
                is
                for the benefit of the Finance Parties only. As a result, no Finance
                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 may take concurrent proceedings in any number of
                jurisdictions.

            


    

     

    
      	
              39.2

            	
              Service
                of process

            


    

    Without
      prejudice to any other mode of service allowed under any relevant law, each
      Obligor:

     

    
      	 	
              (a)

            	
              irrevocably
                appoints CME Development Corporation (UK branch) as its agent for
                service
                of process in relation to any proceedings before the English courts
                in
                connection with any Finance Document;
                and

            


    

     

    
      	 	
              (b)

            	
              agrees
                that failure by an agent for service of process to notify the relevant
                Obligor of the process will not invalidate the proceedings
                concerned.

            


    

     

    This
      Agreement has been entered into on the date stated at the beginning of this
      Agreement.

     

    
      
        
          
          

        

        
          -
            81
            -

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      1

     

    The
      Original Lenders

     

    
      	
              Name
                of Original Lender

               

            	
              Commitment
                

               

            
	
              ING
                Bank N.V.

               

            	
              €
                17,500,000

               

            
	
              Nova
                Ljubljanska banka d.d. Ljubljana

               

            	
              €
                10,000,000

               

            
	
              Bank
                Austria Creditanstalt d.d. Ljubljana

               

            	
              €
                10,000,000

               

            


    


    
      
        
        

      

      
        -
          82
          -

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

     

    Conditions
      precedent

     

    Conditions
      precedent to initial Utilisation

     

    
      	
              1.

            	
              Obligors

            


    

     

    
      	 	
              (a)

            	
              A
                copy of the constitutional documents of each Obligor and court registry
                abstracts for each Obligor incorporated in Slovenia dated not more
                than
                one day prior to the date of this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              A
                copy of a resolution of the board of directors of the Guarantor and
                the
                general assembly 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 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; and

            


    

     

    
      	 	
              (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)
                to
                be signed and/or despatched by it under or in connection with the
                Finance
                Documents to which it is a party.

            


    

     

    
      	 	
              (c)

            	
              A
                specimen of the signature of each person authorised by the resolution
                referred to in paragraph (b) above.

            


    

     

    
      	 	
              (d)

            	
              A
                copy of a resolution signed by all the holders of the issued shares
                in the
                Guarantor, approving the terms of, and the transactions contemplated
                by,
                the Finance Documents to which the Guarantor is a
                party.

            


    

     

    
      	 	
              (e)

            	
              A
                certificate of each Obligor (signed by a director) confirming that
                borrowing or guaranteeing, as appropriate, the Total Commitments
                would not
                cause any borrowing, guaranteeing, security or similar limit binding
                on
                such Obligor to be exceeded.

            


    

     

    
      	 	
              (f)

            	
              A
                certificate of an authorised signatory of the relevant Obligor certifying
                that each copy document relating to it specified in this Schedule
                2 is
                correct, complete and in full force and effect as at a date no earlier
                than the date of this Agreement.

            


    

     

    
      	
              2.

            	
              Legal
                opinions

            


    

     

    
      	 	
              (a)

            	
              A
                legal opinion of Clifford Chance, legal advisers to the Arranger
                and the
                Agent in England and the Netherlands, substantially in the form
                distributed to the Original Lenders prior to signing this
                Agreement.

            


    

     

    
      
        
        

      

      
        -
          83
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              A
                legal opinion of Wolf Theiss, legal advisers to the Arranger and
                the Agent
                in Slovenia, substantially in the form distributed to the Original
                Lenders
                prior to signing this Agreement.

            


    

     

    
      	
              3.

            	
              Finance
                Documents

            


    

     

    
      	 	
              (c)

            	
              This
                Agreement executed by the members of the Group party to this
                Agreement.

            


    

     

    
      	 	
              (d)

            	
              The
                Fee Letter executed by the
                Borrower.

            


    

     

    
      	
              4.

            	
              Security
                Documents

            


    

     

    
      	
              4.1

            	
              At
                least two originals of the following Security Documents duly executed
                by
                each party thereto together with such resolutions and corporate
                authorisations as the Agent may
                require:

            


    

     

    
      	 	
              (a)

            	
              The
                Pro Plus Business Interest Pledge
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              The
                fiduciary assignment agreement entered into by the Borrower in favour
                of
                the Finance Parties and pursuant to which the Borrower's bank accounts
                are
                assigned by way of security to the Finance Parties.
                

            


    

     

    
      	 	
              (c)

            	
              The
                fiduciary assignment agreement entered into by Pop TV in favour of
                the
                Finance Parties and pursuant to which Pop TV's bank accounts are
                assigned
                by way of security to the Finance
                Parties.

            


    

     

    
      	 	
              (d)

            	
              The
                assignment agreement entered into by Kanal A in favour of the Finance
                Parties and pursuant to which Kanal A's bank accounts are assigned
                by way
                of security to the Finance Parties.

            


    

     

    
      	 	
              (e)

            	
              The
                fiduciary assignment agreement entered into by the Borrower in favour
                of
                the finance parties relating to the right, title and interest of
                all
                present and future intra-group indebtedness of the Material Companies
                and
                the Guarantor to the Borrower.

            


    

     

    
      	 	
              (f)

            	
              The
                fiduciary assignment agreement entered into by Pop TV in favour of
                the
                Finance Parties relating to the right, title and interest of all
                present
                and future intra-group indebtedness of Kanal A, the Borrower and
                the
                Guarantor to Pop TV.

            


    

     

    
      	 	
              (g)

            	
              The
                fiduciary assignment agreement entered into by Kanal A in favour
                of the
                Finance Parties relating to the right, title and interest of all
                present
                and future intra-group indebtedness of Pop TV, the Borrower and the
                Guarantor to Kanal A.

            


    

     

    
      	
              4.2

            	
              Any
                notices or documents required to be given or executed under the terms
                of
                the Security
                Documents.

            


    

     

    
      
        
        

      

      
        -
          84
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Other
                documents and evidence

            


    

     

    
      	 	
              (a)

            	
              Evidence
                that any agent for service of process referred to in Clause 39.2
                (Service
                of process),
                if not an Obligor, has accepted its
                appointment.

            


    

     

    
      	 	
              (b)

            	
              A
                copy of any other Authorisation or other document, opinion or assurance
                which the Agent reasonably considers to be necessary or desirable
                (if it
                has notified the Borrower accordingly) in connection with the entry
                into
                and performance of the transactions contemplated by any Finance Document
                or for the validity and enforceability of any Finance
                Document.

            


    

     

    
      	 	
              (c)

            	
              The
                Original Financial Statements of the Borrower and CME
                Ltd.

            


    

     

    
      	 	
              (d)

            	
              Evidence
                that the fees, costs and expenses then due from the Borrower pursuant
                to
                Clause 11
                (Fees)
                and Clause 16
                (Costs
                and expenses)
                have been paid or will be paid by the first Utilisation
                Date.

            


    

     

    
      	 	
              (e)

            	
              A
                group structure chart of the Group describing legal ownership of
                each
                member of the Group and a certification by the Borrower that the
                information contained therein is correct and complete as at a date
                no
                earlier than the date of this
                Agreement.

            


    

     

    
      	 	
              (f)

            	
              The
                Business Plan approved by the
                Borrower.

            


    

     

    
      	 	
              (g)

            	
              Copies
                of the insurance policies of the Borrower and its Subsidiaries.
                

            


    

     

    
      	 	
              (h)

            	
              The
                legal due diligence report in a form acceptable to the Agent dated
                25
                April 2005 prepared by Wolf Theiss relating to the Group and addressed
                to,
                and/or capable of being relied upon by, the Arranger and the other
                Finance
                Parties.

            


    

     

    
      	 	
              (i)

            	
              Evidence
                that the Existing Facility will be repaid in full from the proceeds
                of the
                first Utilisation hereunder and evidence that all security granted
                in
                relation to the Existing Facility will be released immediately following
                such repayment of the Existing
                Facility.

            


    

     

    
      
        	 	
                (j)

              	
                Evidence
                  of the unconditional positive advice of each relevant works council
                  which
                  has jurisdiction over the transactions entered into by CME Media
                  Enterprises B.V. as contemplated by this Agreement and any other
                  Finance
                  Document or confirmation by CME Media Enterprises B.V. that there
                  is no
                  (central) works council ((centrale) ondernemingsraad) with jurisdiction
                  over the transactions as envisaged by this Agreement and the other
                  Finance
                  Documents.

              


      


      
        
          
          

        

        
          -
            85
            -

          
            

          

        

        
          
          

        

      

SCHEDULE
      3 


    Requests

     

    Utilisation
      Request

     

    
      	
              From:

            	
              [Borrower]

            


    

     

    
      	
              To:

            	
              [Agent]

            


    

     

    Dated:

     

    Dear
      Sirs

     

    [Borrower]
      - [             ]
      Facility Agreement

    dated
      [             ] (the
      "Agreement")

     

    
      	
              1.

            	
              We
                refer to the Agreement. This is a Utilisation Request. Terms defined
                in
                the 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:

            


    

     

    
      	
              Proposed
                Utilisation Date:

               

            	
              
                o (or,
                  if that is not a Business Day, the next Business Day)

              

            
	
              Currency
                of Loan:

               

            	
              EUR

            
	
              Amount:

               

            	
              o
or,
                if less, the Available
                Facility

            
	
              Interest
                Period:

            	
              o

            


    

     

    
      	
              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

    [name
      of Borrower]

    

      
        
          
          

        

        
          -
            86
            -

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      4


    Mandatory
      Cost formulae

     

    
      	
              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 Financial
                Services Authority (or 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 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 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 Agent. This percentage will be certified by that Lender in
                its
                notice to the 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 Agent as
                follows:

            


    

     

    
      	
              [ 

            	
              E
                x 0.01

            	
              Per
                cent. Per annum. ]

            
	 	
              300

            	 


    

     

    Where:

     

     

    
      	 	
              E

            	
              is
                designed to compensate Lenders for amounts payable under the Fees
                Rules
                and is calculated by the Agent as being the average of the most recent
                rates of charge supplied by the Reference Banks to the Agent pursuant
                to
                paragraph 7 below and expressed in pounds per
                £1,000,000.

            


    

     

    
      	
              5.

            	
              For
                the purposes of this Schedule:

            


    

     

    
      	 	
              (a)

            	
              "Fees
                Rules"
                means the rules on periodic fees contained in the FSA Supervision
                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;

            


    

     

    
      	 	
              (b)

            	
              "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

            


    

     

    
      
        
        

      

      
        -
          87
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              "Tariff
                Base"
                has the meaning given to it in, and will be calculated in accordance
                with,
                the Fees Rules.

            


    

     

    
      	
              6.

            	
              If
                requested by the Agent, each Reference Bank shall, as soon as practicable
                after publication by the Financial Services Authority, supply to
                the
                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.

            


    

     

    
      	
              7.

            	
              Each
                Lender shall supply any information required by the 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

            


    

     

    
      	 	
              (b)

            	
              any
                other information that the Agent may reasonably require for such
                purpose.

            


    

     

    Each
      Lender shall promptly notify the Agent of any change to the information provided
      by it pursuant to this paragraph. 

     

    
      	
              8.

            	
              The
                rates of charge of each Reference Bank for the purpose of E above
                shall be
                determined by the Agent based upon the information supplied to it
                pursuant
                to paragraph 7 above.

            


    

     

    
      	
              9.

            	
              The
                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. 

            


    

     

    
      	
              10.

            	
              The
                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.

            


    

     

    
      	
              11.

            	
              Any
                determination by the 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.

            


    

     

    
      
        	
                12.

              	
                The
                  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
                  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.

              


      


      
        
          
          

        

        
          -
            88
            -

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      5

     

    Form
      of Transfer Certificate

     

    
      	
              To:

            	
              
                o as
                  Agent and  o
                  as Security Agent

              

            


    

     

    
      	
              From:

            	
              [The
                Existing Lender]
                (the "Existing
                Lender")
                and [The
                New Lender]
                (the "New
                Lender")

            


    

     

    Dated:

     

    [Borrower]
      - [             ]
      Facility Agreement

    dated
      [             ] (the
      "Agreement")

     

    
      	
              1.

            	
              We
                refer to the Agreement. This is a Transfer Certificate. Terms defined
                in
                the Agreement have the same meaning in this Transfer Certificate
                unless
                given a different meaning in this Transfer
                Certificate.

            


    

     

    
      	
              2.

            	
              We
                refer to Clause 23.5
                (Procedure
                for transfer):

            


    

     

    
      	 	
              (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 23.5
                (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 32.2
                (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 23.4
                (Limitation
                of responsibility of Existing Lenders).

            


    

     

    
      	
              4.

            	
              [The
                New Lender confirms that the person beneficially entitled to interest
                payable to that Lender in respect of an advance under a Finance Document
                is either:

            


    

     

    
      	 	
              (i)

            	
              a
                bank or any similar financial institution (as defined for the purpose
                of
                Article 11 para 3. (iii) of the Convention between the Government
                of the
                Republic of Slovenia and the Government of the Kingdom of The Netherlands
                for the Avoidance of Double Taxation and the Prevention of Fiscal
                Evasion
                with respect to Taxes on Income) making an advance under a Finance
                Document, and

            


    

     

    
      	 	
              (ii)

            	
              a
                Slovenian resident which according to Article 68 para 2 pt. 3 of
                The
                Corporate Tax Law ((Zakon
                o davku od dohodkov pravnih oseb),
                as published in the Official Gazette of the Republic of Slovenia,
                No.
                40/2004, 139/04, as amended) informed the Borrower of its tax
                number.]

            


    

     

    
      
        
        

      

      
        -
          89
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              This
                Transfer Certificate 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 Transfer
                Certificate.

            


    

     

    
      	
              6.

            	
              This
                Transfer Certificate is governed by English law.
                

            


    

     

    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
      Transfer Certificate is accepted by the Agent and the Security Agent and the
      Transfer Date is confirmed as
      [            
].

     

    [Agent]

     

    


     

    By:

     

    [Security
      Agent]

     

    


     

    By:

     

    
      
        
          
          

        

        
          -
            90
            -

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      6

     

    Form
      of Compliance Certificate

     

    
      	
              To:

            	
              
                o
                  as Agent

              

            


    

     

    
      	
              From:

            	
              [Borrower]

            


    

     

    Dated:

     

    Dear
      Sirs

     

    [Borrower]
      - [             ]
      Facility Agreement

     

    dated
      [             ] (the
      "Agreement")

     

    
      	
              1.

            	
              We
                refer to the Agreement. This is a Compliance Certificate. Terms defined
                in
                the Agreement have the same meaning in this Compliance Certificate
                Letter
                unless given a different meaning in this Compliance
                Certificate.

            


    

     

    
      	
              2.

            	
              We
                confirm that:

            


    

     

    [insert
      details of financial covenants and whether the Borrower is in compliance with
      those covenants]

     

    
      	
              3.

            	
              [We
                confirm that no Default is continuing.] ¬ 

            


    

     

    
      	
              Signed:     ...............

            	
              ...............

            
	
              Director

            	
              Director

            
	
              Of

            	
              of

            
	
              [Borrower/Guarantor]

            	
              [Borrower/Guarantor]

            


    

    


    


     

    .....................

     

    
      
        

      

    

    
      ¬  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.

       

      
        
          
            
            

          

          
            -
              91
              -

            
              

            

          

          
            
            

          

        

      

       

    

    SCHEDULE
      7


    LMA
      Form
      of Confidentiality
      Undertaking 

     

    [Letterhead
      of ING Bank N.V.]

     

    
      
        	To: 	[insert name of Potential
                Lender]


      

    

    
      
        	
                 

                 

                 

                 

                 

              


      

       

       

    

    
      	
              Re:

            	
              The
                Facility

            


    

    
      
        	
                 

                Borrower:
                  

                Amount:
                  

                Agent:
                  

                 

              


      

    

    


     

    Dear
      Sirs

     

    We
      understand that you are considering participating in the Facility. In
      consideration of us agreeing to make available to you certain information,
      by
      your signature of a copy of this letter you agree as follows:

     

    
      	
              1.

            	
              Confidentiality
                Undertaking You undertake:

            


    

     

    
      	
              1.1

            	
              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;

            


    

     

    
      	
              1.2

            	
              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;

            


    

     

    
      	
              1.3

            	
              to
                use the Confidential Information only for the Permitted
                Purpose;

            


    

     

    
      	
              1.4

            	
              to
                use all reasonable endeavours to ensure that any person to whom you
                pass
                any Confidential Information (unless disclosed under paragraph 2(b)
                below)
                acknowledges and complies with the provisions of this letter as if
                that
                person were also a party to it; and

            


    

     

    
      	
              1.5

            	
              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:

            


    

     

    
      	
              2.1

            	
              to
                members of the Participant Group and their officers, directors, employees
                and professional advisers to the extent necessary for the Permitted
                Purpose and to any auditors of members of the Participant
                Group;

            


    

     

    
      
        
        

      

      
        -
          92
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2

            	
              (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 any member of the Participant Group are listed
                or
                (iii) where required by the laws or regulations of any country with
                jurisdiction over the affairs of any member of the Participant Group;
                or

            


    

     

    
      	
              2.3

            	
              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(b) 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(b)
                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 shall cease (a) if you become a party
                to or
                otherwise acquire (by assignment or sub participation) an interest,
                direct
                or indirect in the Facility or (b) 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(a))
                or
                which, pursuant to paragraph 4 above, are not required to be returned
                or
                destroyed).

            


    

     

    
      	
              6.

            	
              No
                Representation; Consequences of Breach, etc You acknowledge and agree
                that:

            


    

     

    
      	
              6.1

            	
              neither
                we nor any of our officers, employees or advisers (each a "Relevant
                Person")
                (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

            


    

     

    
      	
              6.2

            	
              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
                Relevant Person 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. 

            


    

     

    
      
        
        

      

      
        -
          93
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              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

            


    

     

    
      	
              10.1

            	
              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.

            


    

     

    
      	
              10.2

            	
              Notwithstanding
                any provisions of this letter, the parties to this letter do not
                require
                the consent of any Relevant Person or any member of the Group to
                rescind
                or vary this letter at any time.

            


    

     

    
      	
              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 including,
      without limitation, the information memorandum, 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;

     

    
      
        
        

      

      
        -
          94
          -

        
          

        

      

      
        
        

      

    

     

    "Group"
      means
      the Borrower and each of its holding companies and subsidiaries and each
      subsidiary of each of its holding companies (as each such term is defined in
      the
      Companies Act 1985);

     

    "Participant
      Group"
      means
      you, each of your holding companies and subsidiaries and each subsidiary of
      each
      of your holding companies (as each such term is defined in the Companies Act
      1985); and

     

    "Permitted
      Purpose"
      means
      considering and evaluating whether to enter into the Facility.

     

    Please
      acknowledge your agreement to the above by signing and returning the enclosed
      copy.

     

    Yours
      faithfully

     

    ...................................

    For
      and
      on behalf of

     

    [Agent]

     

     

    
      	
              To:

            	
              [Agent]

            


    

    The
      Borrower and each other member of the Group

     

    We
      acknowledge and agree to the above:

     

    ...................................

    For
      and
      on behalf of

    [Potential
      Lender]

     

    
      
        
        

      

      
        -
          95
          -

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8

     

    Timetables

     

    

      
        	
                  Loans
                  in euro

              
	
                Delivery
                  of a duly completed Utilisation Request (Clause 5.1
                  (Delivery
                  of a Utilisation Request)
                  

              	 	
                U-5

                 

                10:00
                  am 

              
	 	 	 
	
                Agent
                  notifies the Lenders of the Loan in accordance with Clause 5.4
                  (Lenders'
                  participation)

                 

              	 	
                U-3

                 

                3.00pm

              
	 	 	 
	
                EURIBOR
                  is fixed

                 

              	 	
                Quotation
                  Day of 11.00 a.m. Brussels time in respect of
                  EURIBOR

              


      

    

    


     

    "U"
      =
      date of utilisation

     

    "U
      - X" =
      X Business Days prior to date of utilisation

     

    
      
        
        

      

      
        -
          96
          -

        
          

        

      

      
        
        

      

    


    
      	
              SIGNATURES

            
	 
	
              THE
                BORROWER

            
	 
	
              PRODUKCIJA
                PLUS STORITVENO PODJETJE D.O.O.

            
	 	 
	
              By:

            	
              /s/
                Marjetka Horvat, Authorised Signatory

            
	 	 
	
              Address:

            	
              Kranjčeva
                26

            
	 	
              1113
                Ljubljana

            
	 	
              Slovenia

            
	 	 
	
              Fax:

            	
              +
                386 1 589 33 08

            
	 	 
	
              Attention:

            	
              Finance
                Director

            
	 	 
	
              E-mail:

            	
              marjetka.horvat@pop-tv.si

            
	 
	
              THE
                GUARANTOR

            
	 
	
              CME
                MEDIA ENTERPRISES B.V.

            
	 	 
	
              By:

            	
              /s/
                Alphons N.G. v. Spaendonck, Managing Director

            
	 	
              /s/
                Gerben van den Berg on behalf of Pan-Invest, B.V., Managing
                Director

            
	 	 
	
              Address:

            	
              c/o
                CME Group

            
	 	
              Aldwych
                House

            
	 	
              8th
                Floor, 71-91 Aldwych

            
	 	
              London
                WC2B 4HN

            
	 	
              United
                Kingdom

            
	 	 
	
              Fax:

            	
              +
                44 30 7430 5403

            
	 	 
	
              Attention:

            	
              General
                Counsel

            
	 	 
	
              E-mail:

            	
              Daniel.penn@cme-net.com

            
	 
	
              THE
                ARRANGER

            
	 
	
              ING
                BANK N.V.

            
	 	 
	
              By:

            	
              /s/
                Bas Haanraadts

            
	 	
              /s/
                Danielle van den Elshout

            
	 	 
	
              Address:

            	
              Bijlmerplein
                888

            
	 	
              1102
                MG Amsterdam

            
	 	 
	
              Fax:

            	
              +
                31 20 563 5505

            
	 	 
	
              Attention:

            	
              Bas
                Haanraadts / Danielle van den Elshout

            
	 	 
	
              E-mail:

            	
              bas.haanraadts@ingbank.com
                / Danielle.van.den.elshout@ingbank.com

            
	 


    

     

    
      
        
          
          

        

        
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              THE
                AGENT

            
	 
	
              ING
                BANK N.V.

            
	 	 
	
              By:

            	
              /s/
                Bas Haanraadts

            
	
            	
              /s/
                Danielle van den Elshout

            
	 	 
	
              Address:

            	
              Bijlmerplein
                888

            
	 	
              1102
                MG Amsterdam

            
	 	 
	
              Fax:

            	
              +
                31 20 576 8785

            
	 	 
	
              Attention:

            	
              Kenneth
                van Coblijn / Bregje Starren

            
	 	 
	
              E-mail:

            	
              Kenneth.van.coblijn@ingbank.com
                /
                Bregje.starren@ingbank.com

            


    

    
      	 
	 
	
              THE
                SECURITY AGENT

            
	 
	
              ING
                BANK N.V.

            
	 	 
	
              By:

            	
              /s/
                Bas Haanraadts

            
	
            	
              /s/
                Danielle van den Elshout

            
	 	 
	
              Address:

            	
              Bijlmerplein
                888

            
	 	
              1102
                MG Amsterdam

            
	 	 
	
              Fax:

            	
              +
                31 20 563 5505

            
	 	 
	
              Attention:

            	
              Bas
                Haanraadts / Danielle van den Elshout

            
	 	 
	
              E-mail:

            	
              bas.haanraadts@ingbank.com
                / Danielle.van.den.elshout@ingbank.com

            
	 	 
	 	 
	
              THE
                LENDERS

            
	 
	
              ING
                BANK N.V.

            
	 	 
	
              By:

            	
              /s/
                Bas Haanraadts

            
	 	
              /s/
                Danielle van den Elshout

            
	 	 
	
              Address:

            	
              Bijlmerplein
                888

            
	
               

            	
              1102
                MG Amsterdam

            
	 	 
	
              Fax:

            	
              +
                31 20 563 5505

            
	 	 
	
              Attention:

            	
              Bas
                Haanraadts / Danielle van den Elshout

            
	 	 
	
              E-mail:

            	
              bas.haanraadts@ingbank.com
                / Danielle.van.den.elshout@ingbank.com

            


    

     

    
      
        
          
          

        

        
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            -

          
            

          

        

        
          
          

        

      

    

     

    
      	
              NOVA
                LJUBLJANSKA BANKA D.D., LJUBLJANA

            
	 	 
	By:	
              /s/
                David Benedek, Deputy Senior Director, Corporate Banking Central
                Slovenia
                I

            
	 	 
	
              Address:

            	
              Trg
                republike 2,

            
	 	
              Šmartinska
                130,

            
	 	
              1520
                Ljubljana

            
	 	
              Slovenia

            
	 	 
	
              Fax:

            	
              +386
                1 25 22 461

            
	 	 
	
              Attention:

            	
              Tomaz
                Jezerc / Mateja Remec

            
	 	 
	
              E-mail:

            	
              tomaz.jezerc@nlb.si

            
	 	 
	 	 
	
              BANK
                AUSTRIA CREDITANSTALT D.D. LJUBLJANA

            
	 	 
	
              By:

            	
              /s/
                dr. France Arhar

            
	
            	
              /s/
                mag. Stefan Vavti

            
	 	 
	
              Address:

            	
              Šmartinska
                140

            
	
            	
              SI
                - 1000 Ljubljana

            
	 	 
	
              Fax:

            	
              +386
                1 5876 655

            
	 	 
	
              Attention:

            	
              Damijan
                Dolinar / Urska Kolar Stuklek

            
	 	 
	
              E-mail:

            	
              damijan.dolinar@si.bacai.com
                / urska.kolar-stuklek@si.bacai.com

            


    

     

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