PLEDGE AGREEMENT on SHARES in CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. Dated ·, 2014 among Central European Media Enterprises Ltd. as the Pledgor Deutsche Bank Trust Company Americas as the Pledgee and Central European Media Enterprises N.V. as the CompanyPledge Agreement • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations • Curaçao
THIS PLEDGE AGREEMENT is made this · day of · two thousand and fourteen (this “Pledge Agreement”), by and between Central European Media Enterprises Ltd., a company duly organized and existing under the laws of Bermuda, with its registered office at O’Hara House, 3 Bermudiana Road, Hamilton HM08 Bermuda, as the “Pledgor”, Deutsche Bank Trust Company Americas, a banking corporation incorporated under the laws of the State of New York, United States of America, with an address at 60 Wall Street, 27th Floor, New York, NY 10005, United States of America (acting in its capacity as security trustee under the Indenture and as sole creditor under the Parallel Debt), as the “Pledgee”, and Central European Media Enterprises N.V., a public company (naamloze vennootschap) incorporated under the laws of the former Netherlands Antilles and existing under the laws of Curaçao, having its corporate seat in Curaçao, and its registered address at Schottegatweg Oost 44, Curaçao, and registered in the comm
REVOLVING LOAN FACILITY CREDIT AGREEMENT dated as of among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, and TIME WARNER INC., as Administrative AgentRevolving Loan Facility Credit Agreement • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations • New York
This Revolving Loan Facility Credit Agreement (this “Agreement”), dated as of , 2014, is among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company incorporated under the laws of Bermuda (the “Borrower”), the Lenders party hereto from time to time, and TIME WARNER INC., a Delaware corporation, as Administrative Agent (the “Administrative Agent”).
FORM OF GUARANTEEGuarantee • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations • New York
This GUARANTEE (this “Guarantee”) is entered into as of [·], 2014, among CENTRAL EUROPEAN MEDIA ENTERPRISES N.V., a company incorporated under the laws of the former Netherlands Antilles and existing under the laws of Curaçao (“CME NV”), CME MEDIA ENTERPRISES B.V., a private limited liability company incorporated and existing under the laws of the Netherlands (“CME BV”, and together with CME NV and any other entity that becomes a guarantor hereunder pursuant to Section 25 hereof, collectively, the “Subsidiary Guarantors” and each, a “Subsidiary Guarantor”) as guarantors and TIME WARNER INC., as administrative agent (the “Administrative Agent”), on behalf of itself and the Lenders (as defined below).
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., as Issuer, CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. and CME MEDIA ENTERPRISES B.V., as Guarantors, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank Trust Company Americas, as Paying Agent and...Indenture • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations • New York
Central European Media Enterprises Ltd., The Subsidiary Guarantors Parties Hereto, And Deutsche Bank Trust Company Americas As Trustee, Security Agent, Paying Agent, Conversion Agent, Transfer Agent, Registrar Senior Convertible Notes Indenture Dated...Senior Convertible Notes Indenture • February 11th, 2011 • CME Media Enterprises B.V. • Television broadcasting stations • New York
INDENTURE dated as of [closing date], between CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company organized under the laws of Bermuda (the “Company”), the Subsidiary Guarantors (as defined below), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”), as Security Agent (in such capacity, the “Security Agent”) and as the initial paying agent, conversion agent, transfer agent and registrar.
STANDBY PURCHASE AGREEMENT BY AND BETWEEN CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. AND TIME WARNER MEDIA HOLDINGS B.V. DATED AS OF [·], 2014Standby Purchase Agreement • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations • New York
STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of [·], 2014, by and between Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid, or private limited company, organized under the laws of the Netherlands (“Investor”), and Central European Media Enterprises Ltd., a Bermuda company (the “Company”). Capitalized terms used in this Agreement have the meaning set forth in Section 7.1, unless defined elsewhere herein.
WARRANT AGREEMENT Dated as of between Central European Media Enterprises Ltd. and American Stock Transfer & Trust Company, LLC as Warrant AgentWarrant Agreement • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations • New York
Central European Media Enterprises Ltd., The Subsidiary Guarantors Parties Hereto, And Deutsche Bank Trust Company Americas As Trustee, Security Trustee, Paying Agent, Conversion Agent, Transfer Agent, Registrar Senior Convertible Notes Indenture...Indenture • February 7th, 2011 • CME Media Enterprises B.V. • Television broadcasting stations • New York
INDENTURE dated as of [closing date], between CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company organized under the laws of Bermuda (the “Company”), the Subsidiary Guarantors (as defined below), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”), as security trustee (in such capacity, the “Security Trustee”) and as the initial paying agent, conversion agent, transfer agent and registrar.
FORM OF REVOLVING LOAN NOTERevolving Loan Note • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations
This note evidences the Loans owed to the Lender under that certain Revolving Loan Facility Credit Agreement, dated as of [ ] [ ], 2014 (as restated, amended, modified, supplemented and in effect, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time (including the Lender) and the Administrative Agent, and shall be governed in all respects by the Credit Agreement. Capitalized terms used in this note and not defined in this note, but which are defined in the Credit Agreement, have the respective meanings herein as are assigned to them in the Credit Agreement.
FRAMEWORK AGREEMENT BY AND AMONG CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. TIME WARNER INC. AND TIME WARNER MEDIA HOLDINGS B.V. DATED AS OF FEBRUARY 28, 2014Framework Agreement • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations • New York
FRAMEWORK AGREEMENT (this “Agreement”), dated as of February 28, 2014, by and between Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid, or private limited company, organized under the laws of the Netherlands (“TW BV”), Time Warner Inc., a Delaware corporation (“TWX”), and Central European Media Enterprises Ltd., a Bermuda company (the “Company”). Capitalized terms used in this Agreement have the meaning set forth in Section 12.1, unless defined elsewhere herein.
DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 T 212.335.4500 F 212.335.4501Form of Opinion • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations
FORM OF EXCHANGE AGREEMENTExchange Agreement • February 7th, 2011 • CME Media Enterprises B.V. • Television broadcasting stations • New York
This Agreement (this “Agreement”) is entered into as of [•], 2011 by and between Central European Media Enterprises Ltd., a company organized under the laws of Bermuda (the “Company”), and [•], a [•] (the “Holder”), as the lawful owner of $[•] aggregate principal amount (the “Old Notes”) of the Company’s 3.50% Senior Convertible Notes due 2013 (CUSIP [•]) (the “Outstanding Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the indenture relating to the Outstanding Notes.
FORM OF EXCHANGE AGREEMENTExchange Agreement • February 11th, 2011 • CME Media Enterprises B.V. • Television broadcasting stations • New York
This Agreement (this “Agreement”) is entered into as of February [•] , 2011 by and between Central European Media Enterprises Ltd., a company organized under the laws of Bermuda (the “Company”), and [•], a [•] (the “Holder”), as the lawful owner of $[•] aggregate principal amount (the “Old Notes”) of the Company’s 3.50% Senior Convertible Notes due 2013 (CUSIP 153443AD8) (the “Outstanding Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the indenture relating to the Outstanding Notes.
TERM LOAN FACILITY CREDIT AGREEMENT dated as of February 28, 2014 among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, and TIME WARNER INC., as Administrative AgentTerm Loan Facility Credit Agreement • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations • New York
This Term Loan Facility Credit Agreement (this “Agreement”), dated as of February 28, 2014, is among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company incorporated under the laws of Bermuda (the “Borrower”), the Lenders party hereto from time to time, and TIME WARNER INC., a Delaware corporation, as Administrative Agent (the “Administrative Agent”).
FORM OF TERM LOAN NOTETerm Loan Note • February 28th, 2014 • CME Media Enterprises B.V. • Television broadcasting stations
This note evidences the Loan owed to the Lender under that certain Term Loan Facility Credit Agreement, dated as of February 28, 2014 (as restated, amended, modified, supplemented and in effect, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time (including the Lender) and the Administrative Agent, and shall be governed in all respects by the Credit Agreement. Capitalized terms used in this note and not defined in this note, but which are defined in the Credit Agreement, have the respective meanings herein as are assigned to them in the Credit Agreement.
