August 25, 2006 Ronald S. Lauder RSL Investment Corp. RSL Investment LLC RAJ Family Partners, L.P 767 Fifth Avenue, Suite 4200 New York, New York 10153 Leonard A. Lauder LWG Family Partners, L.P. 767 Fifth Avenue, Suite 4000 New York, New York 10153...Purchase Agreement • August 29th, 2006 • Lauder Ronald S • Television broadcasting stations • New York
Reference is hereby made to the Purchase Agreement by and among Ronald S. Lauder ("RSL"), RSL Investments Corp., a Delaware corporation ("RIC"), RSL Investment LLC, a Delaware limited liability company ("RIL"), RAJ Family Partners, L.P, a Georgia limited partnership ("RAJ"), Leonard A. Lauder ("LAL"), LWG Family Partners, L.P., a Georgia limited partnership ("LWG"), and Adele (Guernsey) L.P., a Guernsey limited partnership ("APAX SPV"), dated as of August 25, 2006 (the "Purchase Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. As an inducement for RSL, RIC, RIL, RAJ, LAL, and LWG to enter into the Purchase Agreement and in connection therewith, RSL, RIC, RIL, RAJ, LAL, LWG, APAX SPV, Apax Europe VI-A, L.P. ("APAX Fund VI-A") and Apax Europe VI-1, L.P. (together with APAX Fund VI-A, the "APAX Funds") have entered into this letter agreement.
EXHIBIT 1Termination Agreement • November 12th, 1999 • Lauder Ronald S • Television broadcasting stations
CME HOLDCO L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated September 1, 2006 TABLE OF CONTENTSLimited Partnership Agreement • September 8th, 2006 • Lauder Ronald S • Television broadcasting stations
RECITALSContribution Agreement • September 8th, 2006 • Lauder Ronald S • Television broadcasting stations • New York
JOINT FILING AGREEMENTJoint Filing Agreement • August 18th, 2000 • Lauder Ronald S • Telephone communications (no radiotelephone)
This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto.
EXECUTION COPY CME SHAREHOLDERS' AGREEMENT CME SHAREHOLDERS' AGREEMENT dated as of March 29, 1999, among SBS Broadcasting S.A., a Luxembourg corporation ("SBS"), and Ronald S. Lauder ("RSL"), RSL Investments Corporation, RSL Capital LLC and Duna...Shareholder Agreement • April 6th, 1999 • Lauder Ronald S • Television broadcasting stations • New York
betweenReorganization Agreement • April 6th, 1999 • Lauder Ronald S • Television broadcasting stations • New York
ARTICLE II REPRESENTATIONS AND WARRANTIESPurchase Agreement • August 29th, 2006 • Lauder Ronald S • Television broadcasting stations • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 19th, 1999 • Lauder Ronald S • Television broadcasting stations
EXHIBIT A ---------Stockholders' Agreement • February 13th, 2003 • Lauder Ronald S • Perfumes, cosmetics & other toilet preparations
Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald S. Lauder 1966 Trust, (c) as Trustee of The Estee Lauder 2002 Trust and (d) as Trustee of The 1995 Estee Lauder RSL Trust
JOINT FILING AGREEMENT The undersigned hereby agree, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, to file a joint statement on Schedule 13D and amendments thereto pertaining to their beneficial ownership of...Joint Filing Agreement • January 8th, 2001 • Lauder Ronald S • Telephone communications (no radiotelephone)
This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto.
EXHIBIT A ---------Stockholders' Agreement • February 12th, 2004 • Lauder Ronald S • Perfumes, cosmetics & other toilet preparations
Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald S. Lauder 1966 Trust, (c) as Trustee of The Estee Lauder 2002 Trust and (d) as Trustee of The 1995 Estee Lauder RSL Trust
List of Parties to the Stockholders’ AgreementStockholders’ Agreement • February 12th, 2013 • Lauder Ronald S • Perfumes, cosmetics & other toilet preparations
Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald S. Lauder 1966 Trust and (c) as Trustee of The Estée Lauder 2002 Trust
EXHIBIT A --------- List of Parties to the Stockholders' Agreement ---------------------------------------------- Leonard A. Lauder, (a) individually, (b) as Trustee of The Estee Lauder 1994 Trust and (c) as Trustee of The 1995 Estee Lauder LAL Trust...Stockholders' Agreement • January 29th, 1997 • Lauder Ronald S • Perfumes, cosmetics & other toilet preparations
Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald S. Lauder 1966 Trust, (c) as Trustee of The Estee Lauder 1994 Trust and (d) as Trustee of The 1995 Estee Lauder RSL Trust
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2009, by and between Central European Media Enterprises Ltd., a Bermuda company (the “Company”) and TW Media Holdings LLC, a Delaware limited liability company (“TW”). Certain capitalized terms used in this Agreement are defined in Section 2 hereof.
EXHIBIT A List of Parties to the Stockholders' Agreement ---------------------------------------------- Leonard A. Lauder, (a) individually, (b) as Trustee of The Estee Lauder 1994 Trust and (c) as Trustee of The 1995 Estee Lauder LAL Trust Ronald S....Stockholders' Agreement • February 10th, 1998 • Lauder Ronald S • Perfumes, cosmetics & other toilet preparations
Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald S. Lauder 1966 Trust, (c) as Trustee of The Estee Lauder 1994 Trust and (d) as Trustee of The 1995 Estee Lauder RSL Trust
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 20th, 2009 • Lauder Ronald S • Television broadcasting stations • New York
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of May 18, 2009, by and among Central European Media Enterprises Ltd., a Bermuda company (the “Company”), Ronald S. Lauder, RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”), RSL Investment LLC, a Delaware limited liability company (“RSL CME GP”), RSL Investments Corporation, a Delaware corporation (“RSL CME LP” and, together with Ronald S. Lauder, RSL Savannah, RSL CME GP and the RSL Permitted Transferees (as defined herein), the “RSL Investors”), Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (“TW” and, together with the TW Permitted Transferees (as defined herein), the “TW Investors”), and any other subsequent parties to this Agreement upon such Party’s execution of a joinder to this Agreement in the form annexed hereto as Exhibit A. The Company, the RSL Investors and the TW Investors, together with any subsequent par
Reference is made to that certain Form of Investor Rights Agreement, attached hereto as Exhibit A (the “Investor Rights Agreement”), to be entered into by Central European Media Enterprises Ltd., a Bermuda company (the “Company”), RSL Savannah LLC, a...Investor Rights Agreement • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations • New York
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2009, by and among Central European Media Enterprises Ltd., a Bermuda company (the “Company”), Ronald S. Lauder, RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”), RSL Investment LLC, a Delaware limited liability company (“RSL CME GP”), RSL Investments Corporation, a Delaware corporation (“RSL CME LP” and, together with Ronald S. Lauder, RSL Savannah, RSL CME GP and the RSL Permitted Transferees (as defined herein), the “RSL Investors”), TW Media Holdings LLC, a Delaware limited liability company (“TW” and, together with the TW Permitted Transferees (as defined herein), the “TW Investors”), and any other subsequent parties to this Agreement upon such Party’s execution of a joinder to this Agreement in the form annexed hereto as Exhibit A. The Company, the RSL Investors and the TW Investors, together with any subsequent parties hereto, are sometimes referred to herein individually by name or as a
SUBSCRIPTION AGREEMENT BY AND BETWEEN CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. AND TW MEDIA HOLDINGS LLC DATED AS OF MARCH 22, 2009Subscription Agreement • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations • New York
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 22, 2009 (the “Effective Date”), by and between TW Media Holdings LLC, a Delaware limited liability company (“Subscriber”), and Central European Media Enterprises Ltd., a Bermuda company (the “Company”). Each capitalized term used in this Agreement without definition has the meaning set forth in Section 7.1.
Ronald S. Lauder New York, NY 10153 RSL Savannah LLC c/o Ronald S. Lauder New York, NY 10153Indemnity Letter • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations • New York
Reference is made to (i) that certain Form of Investor Rights Agreement, attached hereto as Exhibit A (the “Investor Rights Agreement”), to be entered into by Central European Media Enterprises Ltd., a Bermuda company (the “Company”), Ronald S. Lauder (“RSL”), RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”), RSL Investment LLC, a Delaware limited liability company, RSL Investments Corporation, a Delaware corporation, TW Media Holdings LLC, a Delaware limited liability company (“TW”), (ii) that certain Form of Irrevocable Voting Deed and Corporate Representative Appointment, attached hereto as Exhibit B (the “Voting Deed”) to be entered into by the Company, RSL, RSL Savannah and TW, (iii) the Subscription Agreement (the “Subscription Agreement”), dated March 22, 2009, by the Company and TW, (iv) that certain Form of Registration Rights Agreement, attached hereto as Exhibit C (the “Registration Rights Agreement”) to be entered into by the Company and TW and (v) th
Joint Filing AgreementJoint Filing Agreement • September 8th, 2006 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
CREDIT AGREEMENT dated as of September 7, 2011 among RONALD S. LAUDER as Borrowers the BANKS signatory hereto and as Book Manager and Administrative AgentCredit Agreement • October 12th, 2012 • Lauder Ronald S • Television broadcasting stations • New York
Joint Filing AgreementJoint Filing Agreement • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • May 1st, 2013 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-l(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • May 20th, 2013 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-l(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • July 12th, 2012 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-l(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • March 11th, 2011 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-l(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • October 12th, 2012 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-l(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • November 30th, 2009 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • May 20th, 2009 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • June 22nd, 2012 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-l(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • June 21st, 2013 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-l(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • May 8th, 2012 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-l(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them.
Joint Filing AgreementJoint Filing Agreement • January 5th, 2010 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
FORM OF IRREVOCABLE VOTING DEED AND CORPORATE REPRESENTATIVE APPOINTMENTIrrevocable Voting Deed and Corporate Representative Appointment • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations
This IRREVOCABLE VOTING DEED AND CORPORATE REPRESENTATIVE APPOINTMENT (this “Deed”) is made on [•], 2009, by and among (1) RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”) (RSL Savannah together with all RSL Permitted Transferees (including Ronald S. Lauder (“RSL”)) and their respective successors, permitted assigns, heirs and legal representatives are herein referred to as the “RSL Investors”), (2) TW Media Holdings LLC, a Delaware limited liability company (“TW”) (TW together with all TW Permitted Transferees and their respective successors, permitted assigns, heirs and legal representatives are herein referred to as the “TW Investors”) and (3) Central European Media Enterprises Ltd., a Bermuda company (the “Company”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Investor Rights Agreement, dated as of the date hereof, by and among RSL, RSL Savannah, RSL Investment LLC, a Delaware limited liabili
