Central European Media Enterprises Ltd · 10-Q · For 9/30/96 · EX-10.08

Filed On 11/14/96   ·   SEC File 0-24796   ·   Accession Number 1005477-96-491

Quarterly Report   ·   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      27    159K 
 2: EX-10.01    Loan Agreement                                        13     51K 
 3: EX-10.02    Term Promissory Note                                   7     30K 
 4: EX-10.03    Warrant                                               11     42K 
 5: EX-10.04    Articles of Association                               22     86K 
 6: EX-10.05    Company Agreement                                     14     56K 
 7: EX-10.06    General Agreement                                     24     83K 
 8: EX-10.07    Assignment of Shares Agreement                         3     13K 
 9: EX-10.08    Additional Agreement                                   2     12K 
10: EX-10.09    Warranties                                             2±    11K 
11: EX-10.10    Agreement                                             11     50K 
12: EX-10.11    Agreement                                             17     44K 
13: EX-10.12    The Agreement                                          3     14K 
14: EX-10.13    The Agreement                                          7     31K 
15: EX-10.14    The Agreement                                          2     12K 
16: EX-10.15    Appendix to the Agreement                              3     17K 
17: EX-10.16    Share Sale Agreement                                   3     14K 
18: EX-10.17    Annex No 2 to the Supplementary Agreement              2     13K 
19: EX-10.18    Lease                                                 47    105K 
20: EX-27       Financial Data Schedule                                1      8K 

EX-10.08   ·   Additional Agreement

EX-10.08
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ADDITIONAL AGREEMENT No. 1
to the Company Agreement and Statute of 
UNIMEDIA COMPANY LTD. 
Authenticated with no. ______ from 22.09.1995 
Company Registered on RRC with no. J 40/ 1592/ 1995 

This Additional Agreement is made this 09.25-th day of 1996 between :           

    MEDIA PRO LTD. - a limited liability Company duly organized and existing
 under the laws of Romania, having his registered offices at 135 Calea
    Victoriei, floor 8, sector 1, Bucharest, registered with the Register of
   Commerce of Bucharest under no. J 40/4996/1991, duly represented by Mr.
Adrian Sarbu - Manager Director;                                    

      ILIESCU GEORGE-MARIUS - Romanian citizen, residing at Justinian Street no.
20, sector 2, Bucharest, represented through legal mandate by Liana 
Petrovici;                                                          

   BRATULESCU THEODOR-MIHAI - Romanian citizen, living at 1 MAI Av. No.79,
 Bl. 15, Sc. B, Ap. 60, Sector 1, Bucharest, represented through legal
mandate by Liana Petrovici;                                         

having the legal capacity of "assigning associates"                             

and                                                                             

     CME MEDIA ENTERPRISES BV - a limited liability Company duly organized and
   existing under the laws of Holland, having his registered offices at 29
  Leidseplein, Amsterdam, Holland, duly represented by Mr. Dean Chisiu -
Legal Mandate;                                                      

  ADRIAN SARBU - Romanian citizen, residing at Turgheniev Street No.2-4,
sector 1, Bucharest;                                                

having the legal capacity of "assignees"                                        

whereas, they concluded the present Aditional Agreement to the Company Agreement
and Statute of UNIMEDIA COMPANY LTD., according to the decision of the General  
Assembly of the associates dated 09. 25-th. of 1996, as follows :               

I. The cession of the Social Parts owned by the Assigning Associates MEDIA PRO  
LTD, Iliescu George Marius and Bratulescu Theodor to Assignees CME MEDIA        
ENTREPRISES BV LTD and Adrian Sarbu, according to conveyance Agreement          
authenticated with no. 192 from 25.09.1996 by Vladica Ratiu Gheorghe, Public    
Notary.                                                                         

EX-10.08
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II. Increasing of the Company's Social Capital with the amount of 33.900.000    
lei, representing cash contribution, from which is 10.000 USD, equivalent to    
32.205.000 lei (3220,5 lei/USD) paid by the new associate - CME MEDIA           
ENTERPRISES BV LTD and 1.695.000 lei, cash contribution paid by the new         
associate - Adrian Sarbu.                                                       

      The incease is made by paying 6.780 social parts, each consisting of 5.000
lei numbered from 21 to 6.800, inclusively.                                     

III. According to the Increase of the Social Capital Art. 5 of the Company      
Agreement and Art. 7 of the Statute will be amended as follows :                

"The Social Capital and accounting documents of the Company are registered in   
lei.                                                                            
The Social Capital is 34.000.000 lei cash.                                      
The Social Capital consists of 6.800 equal Social Parts, each one valued at     
5.000 lei.                                                                      
The Social Parts are numbered from 1 to 6.800, inclusively, divided between the 
Associates as follows:                                                          

CME MEDIA ENTERPRISES BV LTD - 32.300.000 lei, cash, equivalent to 10.030 USD   
(3.220,5 lei/USD), whichown 6.400 Social Parts, numbered from 1 to 19 and from  
21 to 6.461, inclusively, representing 95% of the Social Capital value, paid in 
USD.                                                                            

SARBU ADRIAN - 1.700.000 lei, cash, who owns 340 Social Parts, respectively, one
social part numbered 20 and Social Parts numbered from 6.462 to 6.800,          
inclusively, representing 5% of the Social Capital value, paid in lei.          

The Social Capital will be paid as of the date of registration of this Agreement
at the Romanian Register of Commerce.                                           

The present Additional Agreement is included in the Company Agreement and the   
Statute and is executed and signed in 6 copies before - Vladica Ratiu Gheorghe -
Public Notary, this authentication day :                                        

On behalf of                           On behalf of                             
SC MEDIA PRO SRL                       CME MEDIA ENTREPRISES BV                 

ADRIAN SARBU                           DEAN CHISIU                              

In behalf of                                                                    
Iliescu George Marius                  Adrian Sarbu                             
Bratulescu Theodor                                                              

Liana Petrovici                                                                 

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