CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT (this "Agreement"), dated as of August 30, 2006,
among Xxxxxx X. Xxxxxx ("RSL"), RSL Investments Corporation, a Delaware
corporation ("RIC"), RSL Investment LLC, a Delaware limited liability company
("RIL"), RAJ Family Partners, L.P, a Georgia limited partnership ("RAJ"),
Xxxxxxx X. Xxxxxx ("LAL"), and LWG Family Partners, L.P., a Georgia limited
partnership ("LWG").
RECITALS
A. RIC and RIL have formed CME Holdco L.P., a Cayman Islands exempted
limited partnership (the "Partnership"), for purposes of holding shares of
common stock, consisting of Class A common stock, par value $0.08 per share
("Class A Shares"), and Class B common stock, par value $0.08 per share ("Class
B Shares" and together with the Class A Shares, the "CME Shares"), of Central
European Media Enterprises, Ltd., a Bermuda company ("CME").
B. Each of the parties hereto is party to a Purchase Agreement, dated
August 28, 2006 (the "Purchase Agreement"), with Xxxxx (Guernsey) L.P., a
Guernsey limited partnership, pursuant to which each such party has agreed to
contribute to the Partnership all of the Class B Shares (and in the case of LWG,
Class A Shares) owned by such party in exchange for a pro rata interest in the
Partnership.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
CONTRIBUTIONS
1.1 Contributions. Each of the parties hereby contributes all of his or its
Class A Shares and Class B Shares to the Partnership as follows:
(a) RIL hereby contributes 63,729 Class B Shares to the Partnership in
exchange for a 1.00000% general partnership interest in the Partnership;
(b) RIC hereby contributes 2,821,976 Class B Shares to the Partnership in
exchange for a 43.28131% limited partnership interest in the Partnership;
(c) RSL hereby contributes 2,850,000 Class B Shares to the Partnership in
exchange for a 44.72104% limited partnership interest in the Partnership;
(d) RAJ hereby contributes 210,461 Class B Shares to the Partnership in
exchange for a 3.30247% limited partnership interest in the Partnership;
(e) LAL hereby contributes 145,239 Class B Shares to the Partnership in
exchange for a 2.27903% limited partnership interest in the Partnership; and
(f) LWG hereby contribute 221,434 Class B Shares and 60,000 Class A Shares
the Partnership in exchange for a 4.41615% limited partnership interest in the
Partnership.
1.2 Liens.
(a) Subject to Section 1.2(b), each party covenants and agrees that the
Class B Shares (and in the case of LWG, Class A Shares) contributed by such
party to the Partnership is not subject to any mortgage, lien, pledge, charge,
encumbrance, security interest, other adverse claim, option, assessment,
license, buy/sell agreement, preferential arrangement or other restrictions of
any kind or nature whatsoever, including any restriction or covenant with
respect to, or condition governing, the use, voting, transfer, receipt of income
or other exercise of any attributes of, or material benefits associated with,
ownership, other than any restriction set forth in the Purchase Agreement, in
the Amended Limited Partnership Agreement or arising under applicable Law (any
of the foregoing, a "Lien").
(b) The parties acknowledge that 400,000 Class B Shares contributed to the
Partnership by RSL have been pledged to a third party, and are being contributed
to the Partnership subject to such pledge. RSL covenants and agrees that he will
cause such pledge to be released, such that the Class B Shares currently subject
to the pledge are held by the Partnership free and clear of any Lien, as soon as
practicable and in any event no later than September 12, 2006.
1.3 Limited Partnership Agreement. Contemporaneously with the contributions
contemplated by Section 1.1, each of the Contributing Parties shall have
executed and delivered the Amended and Restated Limited Partnership Agreement of
the Partnership in the form attached hereto as Exhibit A (the "Amended Limited
Partnership Agreement").
ARTICLE II
GENERAL PROVISIONS
2.1 Notices. All notices, consents, requests, instructions, approvals and
other communications provided for in this Agreement shall be in writing and
shall be deemed validly given upon personal delivery or one day later being sent
by overnight courier service or by telecopy (so long as for notices or other
communications sent by telecopy, the transmitting telecopy machine records
electronic conformation of the due
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transmission of the notice), at the following address or telecopy number, or at
such other address or telecopy number as a party may designate to the other
parties:
(a) if to any of RSL, RIL, RIC or RAJ, to:
Xxxxxx X. Xxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
with a copy to:
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
(b) if to any LAL or LWG, to:
Xxxxxxx X. Xxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
2.2 Amendment. This Agreement may be amended, modified or supplemented only
by a written instrument executed by each of the parties hereto.
2.3 Assignment. Except as permitted herein, neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assignable or
otherwise transferable by any party hereto (whether by operation of Law or
otherwise) without the prior written consent of the other parties hereto.
2.4 Applicable Law; Consent to Jurisdiction. This Agreement shall be
construed and enforced in accordance with, and be governed by, the internal laws
of the State of New York, without giving effect to its conflict of laws,
principles or rules to the
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extent that such principles or rules would require the application of the laws
of another jurisdiction, and the parties consent to the exclusive jurisdiction
of the federal and state courts located in the City and County of New York, New
York, to resolve any dispute relating to this Agreement.
2.5 Waiver of Jury Trial. Each party acknowledges and agrees that any
controversy which may arise under this Agreement is likely to involve
complicated and difficult issues, and therefore it hereby irrevocably and
unconditionally waives any right it may have to a trial by jury in respect of
any litigation directly or indirectly arising out of or relating to this
Agreement or the transactions contemplated hereby. Each party certifies and
acknowledges that (i) no representative, agent or attorney of any other party
has represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce either of the foregoing waiver, (ii) it
understands and has considered the implications of such waiver, (iii) it makes
such waiver voluntarily, and (iv) it has been induced to enter into this
Agreement by, among other things, the mutual waiver in this Section 2.5.
2.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
2.7 Expenses. Each party will be responsible for its own fees and expenses
related to this Agreement and the transactions contemplated hereby, provided
that all expenses relating to the formation of the Partnership shall be borne by
the Partnership.
2.8 No Third Party Beneficiaries. Nothing in this Agreement will confer any
rights upon any person that is not a party or a successor or permitted assignee
of a party to this Agreement.
2.9 Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter of this Agreement and supersedes all
other prior agreements, understandings, statements, representations and
warranties, oral or written, express or implied, between the parties and their
respective affiliates, representatives and agents in respect of the subject
matter of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
XXXXXX X. XXXXXX
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx, attorney-in fact
RSL INVESTMENTS CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
RSL INVESTMENT LLC
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
RAJ FAMILY PARTNERS, L.P.
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President, Secretary and
Treasurer of RAJ Family
Corporation, general partner of
RAJ Family Partners, L.P
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XXXXXXX X. XXXXXX
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
LWG FAMILY PARTNERS, L.P.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President of LWG Family
Corporation, its Managing Partner
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