LOAN AGREEMENT
This LOAN AGREEMENT ("Agreement") is made as of August 1, 1996 ("Effective
Date"):
BETWEEN:
(1) PhDr. Vladimir Zelezny, an individual residing at Sibeliova 45, Praha 6,
Czech Republic, with birth number 450303/951 ("Borrower");
and
(2) CME Media Enterprises B.V., a limited liability company organized and
existing under the laws of the Netherlands, with its registered address at
Leidseplein 29, Amsterdam, the Netherlands ("Lender").
The Borrower and the Lender are hereinafter individually referred to as a
"Party" and collectively referred to as the "Parties".
WHEREAS:
A. Ceska Nezavisla Televizna Spolecnost, s.r.o. ("CNTS") is a limited
liability company organized and existing under the laws of the Czech
Republic.
B. CET 21 s.r.o. is a limited liability company organized and existing under
the laws of the Czech Republic, with its registered office at V Jame 12,
Prague 1 ("CET 21 s.r.o.").
C. CET 21 a.s. is a joint stock company organized and existing under the laws
of the Czech Republic, with its registered office at V Jame 12, Prague 1
("CET 21 a.s.").
D. For purposes of this Agreement, the terms:
"CET 21 Participation Interest" shall mean an interest in CET 21 s.r.o. (in
Czech "obchodni podil") measured as a percentage of the registered capital
of CET 21 s.r.o.;
"CNTS Participation Interest" shall mean an interest in CNTS (in Czech
"obchodni podil") measured as a percentage of the registered capital of
CNTS;
"CET 21 Shares" shall mean the issued bearer shares of CET 21 a.s., each
having a nominal value of 1,000 Czech Crowns.
E. The following persons (collectively, and also in their capacity
referred to in Recital G, the "Sellers") have the following stated CET 21
Participation Interests and wish to sell a specified portion of their
respective CET 21 Participation Interests to the Borrower pursuant to
those certain Agreements of the Transfer of the Part of the Business Share
entered into between the Borrower and each of the Sellers on July 1, 1996
(together, the "CET 21 Participation Interest Agreements"):
(a) Prof. Josef Alan has a 16.67% CET 21 Participation Interest and wishes
to sell a 8.33% CET 21 Participation Interest;
(b) Dr. Peter Huncik has a 16.67% CET 21 Participation Interest and wishes
to sell a 12.5% CET 21 Participation Interest;
(c) Mgr. Vlastimil Venclik has a 16.67% CET 21 Participation Interest and
wishes to sell a 8.33% CET 21 Participation Interest; and
(d) Prof. Fedor Gal has a 14.15% CET 21 Participation Interest and wishes
to sell a 14.15% CET 21 Participation Interest.
F. CET 21 s.r.o. holds a license granted by the Council of the Czech Republic
for Radio and Television Broadcasting ("Council"), dated 9 February 1993,
comprising the decision of the Council and general conditions of License
No. 001/1993, as amended by a decision of the Council dated 11 May 1993
("License") and the clarification of condition No. 24 of 4 February 1994.
On January 2, 1996, CET 21 s.r.o. applied to Council, under an amendment to
Act Number 468/1991 on the Operation of Radio and Television Broadcasting,
effective from January 1, 1996, for the deletion of certain conditions from
the License, including Condition No. 17. As of the Effective Date, CET 21
s.r.o. is awaiting a resolution of the Council deleting such conditions.
G. The Sellers have the following shareholdings in CET 21 a.s. and wish to
sell a specified portion of their respective CET 21 Shares to the Borrower
pursuant to those certain Agreements of the Purchase of Shares entered into
between the Borrower and each of the Sellers on July 1, 1996 (together, the
"CET 21 Share Agreements"):
(a) Prof. Josef Alan has 206 CET 21 Shares and wishes to sell 103 CET 21
Shares;
(b) Dr. Peter Huncik has 206 CET 21 Shares and wishes to sell 155 CET 21
Shares;
(c) Mgr. Vlastimil Venclik has 206 CET 21 Shares and wishes to sell 103
CET 21 Shares; and
(d) Prof. Fedor Gal has 176 CET 21 Shares and wishes to sell 176 CET 21
Shares.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereby agree as follows:
1. LOAN AMOUNT
The Lender shall, subject to and in accordance with the provisions of this
Agreement, provide a loan ("Loan") to the Borrower in the aggregate principal
amount of $4,700,000 U.S. dollars (four million seven hundred thousand U.S.
dollars) ("Loan Amount").
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2. CONDITIONS PRECEDENT
The Lender's obligation to disburse the Loan Amount to the Borrower is subject
to the fulfilment (to the Lender's satisfaction) of the following:
(a) the CET 21 Participation Interest Agreements and CET 21 Share
Agreements remain in full force and effect and the CET 21 Participant
Interest Agreements have been submitted to the executive (jednatel) of
CET 21 s.r.o.;
(b) CET 21 s.r.o. has received a valid and effective resolution of the
Council deleting Condition 17 of the License;
(c) the Borrower has executed the Security Documents (as defined in
Article 8.1 below) and carried out all of his other obligations as
provided in Article 8.1;
(d) the Borrower has obtained all relevant Czech foreign exchange permits
as may be required by Czech law in connection with the transactions
contemplated herein or in the Security Documents;
(e) as of the Effective Date, there have been no amendments or changes to
any applicable laws or regulations or the occurrence of any facts,
events or circumstances which would, in the Lender's sole opinion,
affect the legality of the transactions contemplated hereunder or the
ability of the Lender to obtain repayment of the Loan Amount or
payment of any interest thereon.
The Lender may, in its sole and absolute discretion, exercise business judgement
and waive in writing any of the above conditions precedent.
3. USE OF PROCEEDS
3.1 The proceeds of the Loan shall be used by the Borrower as follows:
(a) to acquire 43.31% of the CET 21 Participation Interests from the
Sellers as contemplated in the CET 21 Participation Interest
Agreements ("Additional CET 21 Participation Interests"); and
(b) to acquire 537 CET 21 Shares from the Sellers as contemplated in the
CET 21 Share Agreements ("Additional CET 21 Shares"); and
(c) to facilitate the future acquisition of the Target CNTS Participation
Interest (as defined in Article 3.2 (b)) as provided in this
Agreement.
3.2 The Borrower acknowledges that:
(a) he is able to acquire the Additional CET 21 Participation Interests
from the Sellers purely by virtue of the Lender lending the Loan
Amount to the Borrower;
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(b) he may be able in the future to acquire from CET 21 s.r.o. a 5.2% CNTS
Participation Interest ("Target CNTS Participation Interest") as
discussed by the Parties at the CNTS general meeting and meetings of
the CNTS committee of representatives purely by virtue of (i)
acquiring the Additional CET 21 Participation Interests from the
Sellers and (ii) the Lender lending the Loan Amount to the Borrower;
and
(c) the Lender has previously advanced $520,000 U.S. dollars on behalf of
the Borrower to the Sellers as a partial advance payment for the
Additional CET 21 Participation Interests.
4. DISBURSEMENT OF THE LOAN AMOUNT
4.1 The Lender shall disburse the Loan Amount after the date on which, in the
Lender's sole discretion, the conditions specified in Article 2 above have
been met ("Disbursement Date").
4.2 The Lender may, in its sole discretion (i) disburse the Loan Amount in
whole or in part, (ii) disburse the Loan Amount directly to the Sellers on
behalf of the Borrower, to the Borrower or as otherwise determined by the
Lender and/or (iii) disburse the Loan Amount in U.S. dollars or in such
other currency as determined by the Lender at the exchange rate prevailing
on the day of such disbursement; provided, however, that notwithstanding
any disbursements in a currency other than U.S. dollars, the Borrower shall
be required to repay the Loan Amount and make any other payments as
required hereunder to the Lender in U.S. dollars (or such other currency as
designated by the Lender in its sole discretion); and further provided,
that the Lender shall have no liability in respect of the application of
the Loan proceeds by the Borrower.
5. TERM OF THE LOAN
The term of the Loan shall commence on the Effective Date and shall terminate on
the fifth anniversary of the Effective Date ("Loan Term"); provided, however,
that the Loan Term shall also include any period during which all or a portion
of the Loan Amount or Interest Payments (as defined in Article 6.1)
remain outstanding or due and payable.
6. INTEREST ON LOAN
6.1 The Borrower shall pay to the Lender, by way of interest on the Loan, an
amount equal to all dividends, distributions or payments of whatever nature
which are attributable, distributed or payable to the Borrower in
connection with the Additional CET 21 Participation Interests, the
Additional CET 21 Shares or the Target CNTS Participation Interest or any
interest in successors thereof (less any Czech income taxes which may be
levied against the Borrower with respect to such dividends, distributions
or payments) ("Interest Payments") until such time as one of the following
events has occurred: (i) the Loan Amount is repaid in full (or extinguished
as provided hereunder) and all Interest Payments which are due and payable
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hereunder have been paid in full or (ii) the conditions specified in
Article 10.4 have been met or (iii) the Release Events (as defined in
Article 9.3 below) have occurred.
6.2 The Borrower shall procure that all Interest Payments are paid by CET 21
s.r.o., CET 21 a.s. and CNTS directly to the Lender to such account as may
be designated from time to time by the Lender. All Interest Payments shall
be payable to the Lender on the day which other participants or
shareholders (as the case may be) in CET 21 s.r.o., CET 21 a.s. or CNTS are
entitled to receive their respective dividends, distributions or payments.
7. REPAYMENT
7.1 Except as provided in Articles 9.3, 10.3 or 10.4, the Borrower shall repay
to the Lender the Loan Amount in full within 30 calendar days of the fifth
anniversary of the Effective Date, together with all accrued and unpaid
Interest Payments and any other sums owing to the Lender under this
Agreement.
7.2 All principal repayments and Interest Payments shall be made without set
off or counterclaim or any restriction or condition and free of any tax or
other deductions or withholdings of any nature.
7.3 Any payments made by Borrower hereunder shall be applied first to any
Interest Payments due and payable and then to repayment of any outstanding
balance of the principal Loan Amount.
7.4 The payment of all amounts hereunder to the Lender shall be made to an
account as designated from time to time by the Lender.
8. SECURITY FOR THE LOAN
8.1 In order to secure the payment and repayment obligations of the Borrower
hereunder, the Borrower hereby agrees on the Effective Date:
(a) to execute (with his signature verified by notary) in valid form
agreements upon future agreements in a form acceptable to the Lender
in its sole discretion, such agreements to provide for the transfer to
the Lender of (i) the Additional CET 21 Participation Interests, (ii)
the Target CNTS Participation Interest and (iii) the Additional CET 21
Shares;
(b) to execute (with his signature verified by notary) undated agreements
in a form acceptable to the Lender in its sole discretion, such
agreements to provide for the transfer to the Lender of (i) the
Additional CET 21 Participation Interests in the event of an Event of
Default (as defined in Article 10.1) or as otherwise provided herein,
(ii) the Target CNTS Participation Interest and (iii) the Additional
CET 21 Shares;
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(c) to grant powers of attorney to the Lender in a form acceptable to the
Lender in its sole discretion, such powers of attorney to permit the
Lender on behalf of the Borrower to execute, initial and enter into
agreements to dispose of (i) the Additional CET 21 Participation
Interests in the event of an Event of Default (as defined in Article
10.1) or as otherwise provided herein, (ii) the Target CNTS
Participation Interest and (iii) the Additional CET 21 Shares, and to
take all actions required to dispose of the same;
(d) to deliver to the Lender the bearer share certificates corresponding
to the Additional CET 21 Shares;
(e) to execute a promissory note in favor of the Lender for the Loan
Amount in a form acceptable to the Lender in its sole discretion
("Promissory Note"), which Promissory Note may only be utilized by the
Lender upon the occurrence of an Event of Default;
(f) to execute a trust agreement, governed by the laws of the State of New
York, in a form acceptable to the Lender in its sole discretion
("Trust Agreement");
(g) to grant powers of attorney to the Lender in a form acceptable to the
Lender in its sole discretion to exercise the Borrower's rights in the
general meetings of CET 21 s.r.o., CET 21 a.s. and CNTS and to receive
Interest Payments from such entities.
All documents specified in this Article 8.1 shall be referred to
collectively as the "Security Documents".
8.2 Except as specifically permitted in writing by the Lender or as
specifically provided for in this Agreement, the Borrower shall not (nor
enter into agreements to) pledge, hypothecate, sell, transfer, bequeath,
will or otherwise dispose of the Additional CET 21 Participation Interests,
the Target CNTS Participation Interest and/or the Additional CET 21 Shares.
In the event of any such transaction, the Lender, in addition to any other
remedies or rights the Lender may have hereunder, shall be entitled to all
proceeds arising out of such transaction.
8.3 Until such time as the Loan Amount and all outstanding Interest Payments
are paid and repaid in full or extinguished as provided hereunder, the
Borrower agrees to exercise all voting rights associated with the Target
CNTS Participation Interest, the Additional CET 21 Participation Interests,
the Additional CET 21 Shares or interests in any successor entity thereof
only as directed by the Lender.
8.4 The Borrower agrees:
(a) during the Loan Term to use his best efforts to obtain a waiver from
the remaining participants in CET 21 s.r.o. with respect to any rights
of first refusal they may have in the event that the Borrower were to
be required to
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transfer the Additional CET 21 Participation Interests to the Lender
by operation of this Agreement, any of the Security Documents or
otherwise; and
(b) that the Additional CET 21 Participation Interests, the Target CNTS
Participation Interest and the Additional CET 21 Shares are not to be
included in the Borrower's estate eligible for distribution to the
Borrower's heirs and are subject to the provisions of this Agreement
and the Security Documents and agrees to provide the Lender within two
months of the Disbursement Date with a notarized copy of a statement
from the Borrower which is acceptable to the Lender ("Statement")
indicating the same. The Borrower agrees not to modify or rescind the
Statement without the prior written consent of the Lender;
(c) to cause an effective and valid amendment of the memorandum of
association of CET 21 s.r.o. to be adopted and registered with the
appropriate Czech Companies Register, such amendment to provide that
(i) the Lender, as a participant in CET 21 s.r.o., shall have a veto
right over any decision of whatever nature which is to be taken by the
participants' meeting of CET 21 s.r.o. and (ii) the Borrower is able
to sell, transfer or otherwise dispose of the Additional CET 21
Participation Interests only to the Lender (or to such other entity as
designated by the Lender) ("Amendment").
8.5 The Lender may at any time during the Loan Term in its sole discretion
provide to the Borrower a written notice of the Lender's intention to
acquire all or a portion of the Additional CET 21 Participation Interests,
the Target CNTS Participation Interest or the Additional CET 21 Shares
("Acquisition Notice"). Upon the receipt of an Acquisition Notice by the
Borrower, the Lender may utilize (and date as required) the Security
Documents in order to carry out such acquisition, and the Borrower shall
execute any further documents and undertake any further actions requested
by the Lender, in order to: (i) permit the Lender to exercise any corporate
rights (including general meeting voting rights) in respect of such
participation interests or shares and (ii) effect the transfer of such
participation interests or shares to the Lender (or such other entity as
designated by the Lender).
8.6 All costs associated with the transfer or transfers of the Additional CET
21 Participation Interests, the Borrower's CNTS Participation Interest or
the Additional CET 21 Shares from the Borrower to the Lender shall be borne
by the Lender.
8.7 The Borrower shall from time to time execute any further documents which
the Lender deems necessary in order to achieve the objectives of this
Article 8 and this Agreement.
8.8 The Parties agree that under the Trust Agreement the Lender shall be the
beneficial owner of the Additional CET 21 Participation Interests during
the Loan Term. In the event of any disputes, the Parties agree that the
provisions of the Trust Agreement shall prevail over any provision which
may relate to the inheritance laws of the Czech Republic.
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9. ACQUISITION OF CNTS PARTICIPATION INTERESTS
9.1 Upon the acquisition by the Borrower of the Additional CET 21 Participation
Interests, the Borrower agrees to use his best efforts (i) to cause CET 21
s.r.o. to sell to, or otherwise transfer to, the Borrower the Target CNTS
Participation Interest and (ii) to acquire the Target CNTS Participation
Interest.
9.2 Immediately upon the acquisition by the Borrower of the Target CNTS
Participation Interest, the Borrower agrees to transfer, and to take all
actions required to transfer, to the Lender (or such entity as designated
by the Lender) the Target CNTS Participation Interest and the Additional
CET 21 Shares. The Lender may utilize (and date) the Security Documents in
order to carry out such transfers.
9.3 The Lender agrees (i) to extinguish any repayment obligations of the
Borrower with respect to the Loan Amount, (ii) except as provided in
Articles 9.4 (f) and 9.5 below, to refrain from using its rights under this
Agreement and the Security Documents to acquire the Additional CET 21
Participation Interests, (iii) to cancel the Promissory Note and (iv) to
pay to the Borrower a fee equal to $100,000 U.S. dollars ("Fee") if each of
the following events has occurred to the satisfaction of the Lender
(together, the "Release Events"):
(a) the transfer of the Target CNTS Participation Interest from the
Borrower to the Lender is valid and effective and has been registered
with the applicable Czech Companies Register;
(b) the Additional CET 21 Shares have been validly and effectively
transferred to the Lender;
(c) the Amendment is valid and effective;
(d) all Interests Payments due and payable to the Lender hereunder have
been paid to the Lender; and
(e) the Borrower has complied with all (and is not in breach of any) of
his obligations as provided in this Agreement.
9.4 Upon the occurrence of the Release Events, the Parties agree that the
following conditions shall apply:
(a) the Borrower shall have the right to all dividends, distributions or
payments of whatever nature which are attributable, distributed or
payable to the Borrower in connection with the Additional CET 21
Participation Interests;
(b) notwithstanding Article 8.3, the Borrower shall continue to exercise
all voting rights associated with the Additional CET 21 Participation
Interests or interests in any successor entity thereof only as
directed by the Lender;
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(c) the Lender, as a participant in CET 21 s.r.o., shall have a veto right
over any decision of whatever nature which is to be taken by the
participants' meeting of CET 21 s.r.o.;
(d) only the Lender shall be given a right of first refusal to purchase or
obtain the Additional CET 21 Participation Interests from the
Borrower;
(e) the Borrower shall be able to sell, transfer or otherwise dispose of
the Additional CET 21 Participation Interests only to the Lender (or
to any entity as designated by the Lender) and shall not (without the
prior written consent of the Lendor which consent may be withheld or
granted by the Lendor in its sole discretion) nor enter into
agreements to pledge, hypothecate, sell, transfer, bequeath, will or
otherwise dispose of the Additional CET 21 Participation Interests;
(f) in the event of the Borrower's death or incapacitation, (y) the
Additional CET 21 Participation Interests shall immediately be
transferred from the Borrower to the Lender (or to any entity as
designated by the Lender) for a purchase price equal to the nominal
value of such participation interests and (z) the Lender shall have
the right to utilize (and date) the Security Documents in order to
carry out such transfer.
9.5 In the event that the Borrower violates any of his obligations as provided
in Article 9.4, the Borrower agrees:
(a) to pay to the Lender a penalty amount equal to $20,000,000 U.S.
dollars; and
(b) immediately to transfer, and to take all actions required to transfer,
to the Lender (or such entity as designated by the Lender) the
Additional CET 21 Participation Interests; the Lender may utilize (and
date) the Security Documents in order to carry out such transfer.
9.6 The Lender shall pay the Fee to such account as designated by the Borrower.
9.7 The provisions of this Article 9 shall survive the termination of this
Agreement.
10. EVENTS OF DEFAULT AND LENDER'S RIGHTS
10.1 The following shall constitute an Event of Default in relation to the Loan:
(a) a breach by the Borrower of any of its obligations hereunder,
including, without limitation, a breach by the Borrower of any
undertakings or representations in Articles 8, 9 or 11;
(b) a breach by the Borrower of any of its obligations under the CET 21
Participation Interest Agreements, the CET 21 Share Agreements or any
of the Security Documents;
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(c) a failure by the Borrower to repay the Loan Amount when due;
(d) the Lender does not receive an Interest Payment as provided in Article
6;
(e) any of the Security Documents, the CET 21 Participation Interest
Agreements or the CET 21 Share Agreements become invalid or
unenforceable;
(f) the Borrower's failure to adhere to instructions of the Lender on
voting in the general meetings of CET 21 s.r.o., CET 21 a.s. or CNTS;
(g) the Borrower files for bankruptcy, dies or becomes incompetent, or a
party files a bankruptcy or similar petition against the Borrower.
10.2 The Borrower agrees that any Event of Default hereunder shall be deemed an
event of default and material breach by the Borrower of its obligations
under all other agreements or contracts which the Borrower has entered into
(or will enter into) with the Lender or with any subsidiary or affiliate of
the Lender, hereby (i) providing the Lender with the right to terminate
such agreements and contracts and (ii) effectively amending such agreements
or contracts. Any such subsidiary or affiliate shall be deemed a third
party beneficiary of this Article 10.2.
10.3 Upon the occurrence of any Event of Default, the Lender may, in its sole
discretion:
(a) notify the Borrower that the balance of the Loan Amount outstanding
and all other sums payable under this Agreement are immediately due
and payable ("Default Notice"), whereupon with the giving of such
Default Notice the balance of the Loan Amount outstanding and all
other sums payable under this Agreement shall be immediately due and
payable by the Borrower; or
(b) exercise any of its rights under, and use, the Security Documents,
including the right to date and use any undated Security Documents; or
(c) exercise any other remedies or rights available to Lender under any
applicable law.
10.4 Borrower's repayment obligation with respect to the Loan Amount shall be
extinguished at such time as (i) the Lender acquires the Additional CET 21
Participation Interests by operation of the provisions of a Security
Document or otherwise, (ii) CET 21 s.r.o. still has the Target CNTS
Participation Interest and (iii) the Borrower or any other party has no
right (whether direct or indirect) to acquire the Target CNTS Participation
Interest from CET 21 s.r.o.
11. UNDERTAKINGS; REPRESENTATIONS AND WARRANTIES
11.1 The Borrower undertakes and covenants to the Lender that he shall:
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(a) notify the Lender of all correspondence and documents received by the
Borrower which concern the Additional CET 21 Participation Interests,
the Additional CET 21 Shares and the Target CNTS Participation
Interest and permit the Lender and/or any professional advisers
appointed by the Lender to examine such correspondence;
(b) promptly inform the Lender of the occurrence or prospective occurrence
of any Event of Default or any events or circumstances which could
materially and adversely affect the financial condition of the
Borrower or his ability to perform its obligations under this
Agreement or the Security Documents.
11.2 Upon the request of the Lender, the Borrower shall provide the Lender with
all documents or correspondence in the Borrower's possession relating to
the Additional CET 21 Participation Interests, the Additional CET 21 Shares
or the Target CNTS Participation Interest.
11.3 The Borrower represents and warrants to the Lender (as of the Effective
Date and during the Loan Term) that (i) he has the full legal capacity to
enter into this Agreement and perform his obligations hereunder and (ii) he
is not subject to any bankruptcy petitions or proceedings or other legal
actions which may adversely affect his ability to carry out his obligations
hereunder.
12. INDEMNITY
The Borrower agrees to indemnify and hold harmless the Lender from and against
any and all liabilities, claims, damages, penalties, costs and expenses of
whatever nature (including, without limitation, reasonable attorneys' fees and
expenses incurred in connection with enforcing any rights hereunder or under the
Security Documents) arising out of the Borrower's failure to comply with the
terms of this Agreement or any Security Document.
13. AMENDMENT, WAIVER AND SEVERABILITY
13.1 Any amendment or waiver of any provision of this Agreement and any waiver
of any default under this Agreement shall only be effective if made in
writing and signed by the Lender.
13.2 If any provision of this Agreement is invalid, ineffective, unenforceable
or illegal for any reason, such decision shall not affect the validity or
enforceability of any or all of the remaining provisions. The Parties agree
that should any provision of this Agreement be invalid or unenforceable,
they shall promptly enter into good faith negotiations to amend such
provision in such a way that, as amended, it is valid and legal and to the
maximum extent possible carries out the original intent of the Parties as
to the issue or issues in question.
13.2 The failure of the Lender to exercise any right or power given to it under
this Agreement or to insist upon strict compliance with the terms of this
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Agreement by the other Party, shall not constitute a waiver of the terms
and conditions of this Agreement with respect to any subsequent breach
thereof, nor a waiver by the Lender of its rights at any time thereafter to
require strict compliance with all the terms of this Agreement.
14. ASSIGNMENT
The Lender may assign or transfer any of its rights or obligations under this
Agreement without the prior consent of the Borrower. The Borrower shall not,
without the prior written consent of the Lender, assign or transfer any of its
rights and/or obligations under this Agreement, such consent to be withheld or
granted by the Lender in its sole discretion.
15. GOVERNING LAW, DISPUTE RESOLUTION AND INTERPRETATION
15.1 This Agreement shall be governed by and construed in accordance with the
laws of the Netherlands without giving effect to the conflicts of laws
provisions thereof.
15.2 All disputes, controversies or claims arising out of or in connection with
this Agreement shall be finally settled in accordance with the UNCITRAL
Arbitration Rules in force as of the Effective Date; provided, however,
that the Lender, and only the Lender, may in its sole discretion elect to
commence legal action against the Borrower in the courts (or other relevant
tribunal or forum) of the Czech Republic and the Borrower hereby submits to
the jurisdiction of such Czech courts, tribunals or forums. For the
avoidance of doubt, the Borrower hereby waives any right to commence legal
or equitable action arising out of or in connection with any dispute,
controversy or claim arising out of or in connection with this Agreement in
any forum, court or tribunal other than by arbitration in Amsterdam as
provided in this Article 15.
15.3 There shall be three arbitrators. The appointing authority shall be the
President of the Amsterdam Chamber of Commerce. If the appointing authority
refuses to act or fails to appoint an arbitrator within 30 days of the
receipt of the parties' request therefor, any party may request the
Secretary-General of the Permanent Court of Arbitration at the Hague to
designate an appointing authority.
15.4 The language of arbitration proceedings shall be English; all submissions
and awards in relation to the arbitration shall be conducted in English.
The place of arbitration shall be Amsterdam.
15.5 This Agreement is executed in six original copies in the English language,
with six copies for each Party.
15.6 The provisions of this Article 15 shall survive the expiration or
termination of this Agreement.
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16. NOTICES
All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be in writing and shall be deemed
validly given upon personal delivery or on the day of being sent by telecopy or
overnight courier service:
(a) to the Lender at:
CME Media Enterprises B.V.
Leidseplein 29
Amsterdam, the Netherlands
with a copy to:
CME Group
18 D'Arblay Street
London W1V 3FP
United Kingdom
Facsimile: 44-171-292-7901
(b) to the Borrower at:
PhDr. Vladimir Zelezny
Sibeliova 45
Praha 6, Czech Republic
or at such other address and telecopy number as either Party may designate by
written notice to the other Party.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
Effective Date.
CME Media Enterprises B.V. PhDr. Vladimir Zelezny
/s/Leonard M. Fertig /s/Vladimir Zelezny
---------------------- ----------------------
By: Leonard M. Fertig
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