The obligations of Rediffusion and/or RHK
il be conditional upon Rediffusion obtaining any ecessary approvals under S.482 of the Income and
Corporation Taxes Act 1970 of the U.K.
5.
CC undertakes to procure a loan to RTV
secured over the assets of RTV to cover initial
working capital requirements of up to Hong Kong
$30.0 million.
6.
RHK agrees to enter into and to procure that
RTV enters into a loan agreement on or before the
date of settlement providing for a subordinated loan
of Hong Kong $70 million by RHK to RTV the principal
terms of which will be as follows:
(i)
(ii)
(iii)
the loan will not bear interest, fees
or commissions of any nature and will
only be subject to repayment in the
manner described below;
no repayment of the loan will take
place until the net after tax earnings
of RTV after the date of settlement
shall have aggregated not less than
Hong Kong $61.2 million as shown by
RTV's audited accounts for each
financial year;
after RTV's net after tax earnings
shall have aggregated Hong Kong $61.2
million as aforesaid the loan shall
commence to be repaid in the manner
described below;
(iv)
following the end of each year in which
RTV has net profits after tax (as shown
by its audited accounts for that year)
5
་
}