PLEDGE AGREEMENT on SHARES in CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. Dated September 17, 2009 among Central European Media Enterprises Ltd. as the Pledgor The Law Debenture Trust Corporation p.l.c. as the Pledgee The Bank of New York Mellon, acting...
Exhibit
10.13
Execution
Copy
on
SHARES
in
CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.
Dated
September 17, 2009
among
as the
Pledgor
The
Law Debenture Trust Corporation p.l.c.
as the
Pledgee
The
Bank of New York Mellon, acting through its London Branch
as the
Note Trustee
and
Central
European Media Enterprises N.V.
as the
Company
THIS PLEDGE AGREEMENT is made
this seventeenth day of September two thousand nine (this "Pledge Agreement"), by and
among Central European Media
Enterprises Ltd., a company duly organized and existing under the laws of
Bermuda, with its registered office at Clarendon House, 2 Church Street,
Xxxxxxxx, XX CX Bermuda, as the "Pledgor", The Law Debenture Trust Corporation
p.l.c., a company incorporated in England and Wales, having its
registered offices at Fifth floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx
Xxxxxxx, as the "Pledgee", The Bank of New York Mellon, a
corporation incorporated under the laws of the State of New York, United States
of America, acting through its London Branch, having its registered office at
Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx, as the "Note Trustee", and Central European Media Enterprises
N.V., a public company (naamloze vennootschap)
incorporated under the laws of the Netherlands Antilles, having its corporate
seat in Curaçao, the Netherlands Antilles, and its registered address at
Schottegatweg Xxxx 00, Xxxxxxx, xxx Xxxxxxxxxxx Antilles, and registered in the
commercial register of the Chamber of Commerce and Industries of Curaçao under
number 67248 (the "Company");
WHEREAS, the Pledgor has
entered into that certain indenture with inter alia the Pledgor as
Issuer, the Pledgee in its capacity as Security Trustee and the Note Trustee,
dated the seventeenth day of September two thousand nine (as amended, novated,
restated, supplemented or otherwise modified from time to time, including
without limitation, by way of increase of the facilities made available
thereunder) (the "Indenture");
WHEREAS, upon incorporation on
the fourteenth day of July nineteen hundred ninety-four, the Pledgor acquired
the legal and beneficial title to 60 ordinary shares in the capital of the
Company, and pursuant to the issuance of 1 share on the nineteenth day of
September nineteen hundred ninety-four, the Pledgor acquired the legal and
beneficial title to 1 ordinary share in the capital of the Company, with a
nominal value of USD 100, collectively constituting the entire issued and
outstanding share capital of the Company (the "Present Shares");
WHEREAS, to secure the
performance of the Secured Obligations, the Pledgor and the Pledgee wish to
hereby establish a sixth priority right of pledge in respect of the Present
Shares as well as in respect of any and all future shares in the capital
of the Company to be acquired (either through issue, purchase, distribution or
otherwise) by the Pledgor after the date of this Pledge Agreement (the "Future Shares", together with
the Present Shares hereafter where appropriate also referred to as the "Shares"), under the following
terms.
NOW, THEREFORE, in
consideration of the premises and mutual covenants set forth herein, the parties
hereto agree as follows:
|
1.
|
Definitions
|
Unless
otherwise defined herein, or the context requires otherwise, terms used in this
Pledge Agreement, including its preamble and recitals, shall have the meaning as
defined in the Indenture. In addition, the following terms used in this Pledge
Agreement, including its preamble and recitals, shall have the following
meanings:
|
|
(a)
|
an
"Event of
Default": each Event of Default as defined in Section 1.1 of the
Indenture;
|
|
|
(b)
|
an
"Event of Statutory
Default": each event where the Pledgor is in default (verzuim), as defined in
Article 6:81 of the NACC, in the performance of one or more of the Secured
Obligations;
|
|
|
(c)
|
"Existing Rights of
Pledge": means the rights of pledge on the Shares (as defined
hereinafter) created in favor of (i) JPMorgan Chase Bank, N.A., London
Branch, on the fifth day of May two thousand five pursuant to that certain
pledge agreement dated the fifth day of May two thousand five among inter alia JPMorgan
Chase Bank, N.A., London Branch, the Pledgor and the Company, (ii)
European Bank for Reconstruction and Development on the twenty-first day
of July two thousand six pursuant to that certain pledge agreement dated
the twenty-first day of July two thousand six among European Bank for
Reconstruction and Development, the Pledgor and the Company, (iii) the
Bank of New York on the sixteenth day of May two thousand seven pursuant
to that certain pledge agreement dated the sixteenth day of May two
thousand seven among inter alia the Bank of
New York, the Pledgor and the Company, (iv) European Bank for
Reconstruction and Development on the twenty-second day of August two
thousand seven pursuant to that certain pledge agreement dated the
twenty-second day of August two thousand seven among inter alia European
Bank for Reconstruction and Development, the Pledgor and the Company, and
(v) the Bank of New York on the tenth day of March two thousand eight
pursuant to that certain pledge agreement dated the tenth day of March two
thousand eight among inter alia the Bank of
New York, the Pledgor and the
Company;
|
|
|
(d)
|
the
"Loan Agreement":
means the loan agreement dated the twenty-first day of July two thousand
six between the Pledgor, as borrower and European Bank of Reconstruction
and Development, as lender;
|
|
|
(e)
|
the
"Parallel Debt":
shall mean the Parallel Debt as defined in Section 11.9 of the
Indenture;
|
|
|
(f)
|
the
"Right of Pledge":
the sixth priority right of pledge in respect of the Shares established in
this Pledge Agreement;
|
|
|
(g)
|
the
"Secured
Obligations": any and all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or
severally or in any other capacity whatsoever) of each of the Pledgor, the
Company and CME Media Enterprises B.V. to pay an amount of money (tot voldoening van een
geldsom) to the Pledgee under the Parallel Debt or the Indenture
and the Notes (as defined in the Indenture), each as amended from time to
time, as well as all payment obligations of the Pledgor to the Pledgee
under this deed;
|
|
|
(h)
|
a
"Voting Event":
means the occurrence of an Event of Statutory Default of which the Pledgee
has given notice to the Pledgor and the
Company;
|
|
|
(i)
|
the
"2005 Indenture":
the indenture dated as of the fifth day of May two thousand five, by and
among the Pledgor as issuer, CME Media Enterprises B.V., and the Company
as guarantors, and JPMorgan Chase Bank, N.A., London Branch, as security
trustee, trustee, transfer agent and principal paying agent, and JPMorgan
Luxembourg S.A. as registrar and Luxembourg transfer and paying
agent;
|
|
|
(j)
|
the
"2007 Indenture":
the indenture dated as of the sixteenth day of May two thousand seven, by
and among the Pledgor as issuer, CME Media Enterprises B.V., and the
Company as guarantors, BNY Corporate Trustee Services Limited as trustee
and the Note Trustee as security trustee, transfer agent and principal
paying agent, and The Bank of New York (Luxembourg) S.A. as registrar and
Luxembourg transfer agent and Luxembourg paying agent;
and
|
|
|
(k)
|
the
"2008 Indenture":
the indenture dated as of the tenth day of March two thousand eight, by
and among inter
alia the Pledgor as issuer and the Note Trustee in its capacity as
security trustee.
|
|
2.
|
Right
of Pledge
|
|
2.1
|
As
security for the Secured Obligations, the Pledgor hereby agrees to grant
and hereby grants to the Pledgee a disclosed sixth priority right of
pledge (openbaar
pandrecht in zesde rang) in respect of the Shares, which Right of
Pledge the Pledgee agrees to accept and hereby so
accepts.
|
|
2.2
|
The
Right of Pledge is one and indivisible (één en ondeelbaar).
The Right of Pledge shall not be affected by one or more but not all of
the Secured Obligations being discharged or the Secured Obligations being
amended. The Right of Pledge includes a right of pledge in respect of all
accessory rights (afhankelijke rechten)
and all ancillary rights (nevenrechten) attached
to the Shares.
|
|
2.3
|
The
Pledgor shall, if and when required by the Pledgee (acting on the
instructions of the Note Trustee), execute such further encumbrances and
assurances, and do all such acts and things as the Pledgee (acting on the
instructions of the Note Trustee) may reasonably require over or in
relation to the Shares to maintain, perfect or protect the security rights
created by this Pledge Agreement over the Shares, such that this Pledge
Agreement will continue to constitute a sixth priority right of pledge of
the Shares, until payment in full of the Secured Obligations or
termination of this Pledge Agreement in accordance with Section 8 of this
Pledge Agreement.
|
|
2.4
|
By
co-signing this Pledge Agreement, the Company acknowledges the Right of
Pledge created by this Pledge Agreement, as provided in article 2:113 of
the Netherlands Antilles Civil Code ("NACC").
|
|
2.5
|
The
Company shall register in the Company’s shareholders’ register that the
Shares are encumbered with a sixth priority right of pledge in favor of
the Pledgee and that, subject to Section 3 of this Pledge Agreement, the
Pledgee has the Voting Rights.
|
|
3.
|
Voting
rights
|
|
3.1.
|
The
voting and other consensual rights and similar rights or powers attaching
to the Shares or any part thereof (the "Voting Rights") are
hereby transferred by the Pledgor to the Pledgee under the condition
precedent (opschortende
voorwaarde) of (i) the occurrence of a Voting Event and (ii) the
termination and/or release of the Existing Rights of Pledge. By means of
execution of this Pledge Agreement the Pledgor also hereby adopts a
resolution in its capacity of sole shareholder of the Present Shares to
approve the granting of the Right of Pledge and the transfer of the Voting
Rights. Until the occurrence of a Voting Event and subject to the
termination and/or release of the Existing Rights of Pledge, the Pledgor
may exercise any and all such Voting Rights,
save:
|
|
|
(a)
|
that
no such exercise may violate or be inconsistent with the express terms or
purpose of this Pledge Agreement, the Existing Rights of Pledge, the 2005
Indenture, the Loan Agreement, the 2007 Indenture, the 2008 Indenture
and/or the Indenture;
|
|
|
(b)
|
that
no such exercise may have the effect of impairing the position or
interests of the Pledgee; and
|
|
|
(c)
|
as
set out in Section 3.2 below.
|
|
3.2.
|
Upon
the occurrence of a Voting Event:
|
|
|
(a)
|
any
and all rights of the Pledgor to exercise the Voting Rights which it is
entitled to exercise pursuant to Section 3.1 above shall cease
automatically without further notice to the Pledgor being required and the
Pledgee shall have the sole and exclusive right and authority to exercise
such Voting Rights and shall be entitled to exercise or refrain from
exercising such rights in such manner as the Pledgee (acting on the
instructions of the Note Trustee) may in its absolute discretion deem fit;
and
|
|
|
(b)
|
the
Pledgee shall immediately be entitled, at any time at its sole discretion,
to effect the resignation of and/or to dismiss the directors of the
Company or any of them, and to appoint new directors of the Company and
the Pledgor hereby undertakes to do all things and execute all documents
and instruments as may be required by the Pledgee (acting on the
instructions of the Note Trustee) to ensure the effectiveness of any such
resignations, dismissals or
appointments.
|
|
3.3.
|
By
signing this Pledge Agreement, the Company confirms (and the other parties
agree) that a written notice from the Pledgee to the Company stating that
a Voting Event has occurred, shall be sufficient for the Company to accept
the Pledgee as being exclusively entitled to such rights and other powers
which it is entitled to exercise pursuant to this Section 3 upon the
occurrence of such a Voting Event and subject to the termination and/or
release of the Existing Rights of
Pledge.
|
|
3.4.
|
In
addition and without prejudice to the obligations of the Pledgor pursuant
to the Pledge Agreement, each of the Pledgor and the Company agrees to
notify the Pledgee and the Note Trustee immediately of any event or
circumstance which could reasonably be of importance to the Pledgee and/or
the Note Trustee with a view to the preservation and exercise of the
Pledgee’s rights under or pursuant to this Pledge Agreement, such as
(without limitation) the filing of a petition for the bankruptcy of the
Pledgor, the filing of a petition for a moratorium of payments by the
Pledgor, attachment or garnishment of the Pledgor’s assets, the
termination of any one of the Pledgor’s commercial activities or its
dissolution.
|
|
3.5.
|
During
the term of the Right of Pledge, the foregoing provisions of this Section
3 with respect to the Voting Rights on the Present Shares also apply to
the Future Shares. In addition, the Pledgor and the Pledgee shall, if
reasonably practicable, at the time of or, if not practicable at such
time, as soon as reasonably practicable, after the acquisition of such
Future Shares, arrange that the attribution of the Voting Rights attaching
thereto shall be ratified if that is reasonably deemed necessary, in the
Pledgee's sole discretion, to enable the Pledgee (acting on the
instructions of the Note Trustee) to exercise such Voting Rights upon the
occurrence of the condition precedent as provided in Section 3.1 of this
Pledge Agreement. If such ratification is, at the Pledgee's sole
discretion, not obtained in time, the Pledgor shall fully co-operate in
the taking of such other reasonable measures relating to such transfer of
voting rights as are proposed by the Pledgee (acting on the instructions
of the Note Trustee).
|
|
4.
|
Authority
to collect
|
|
4.1
|
The
authority to collect dividends, distributions from reserves, repayments of
capital and all other distributions and payments in any form, which, at
any time, during the term of the Right of Pledge, become payable on any
one or more of the Shares, shall accrue to the Pledgee, as provided for in
Section 3:246 of the NACC, subject to the termination and/or release of
the Existing Rights of Pledge.
|
|
4.2
|
In
derogation of the provisions of paragraph 1, the Pledgee hereby grants
approval to the Pledgor to collect all dividends, distributions from
reserves, repayments of capital and all other distributions and payments
in any form, which, at any time, during the term of the Right of Pledge,
become payable on any one or more of the Shares, subject to the
termination and/or release of the Existing Rights of
Pledge.
|
|
4.3
|
The
Pledgee (acting on the instructions of the Note Trustee) may terminate the
authorization mentioned in paragraph 2 upon occurrence of an Event of
Default only. Termination of the authorization is made by written
statement to that effect, by the Pledgee to the Pledgor. The Pledgee shall
inform the Company of the termination in
writing.
|
|
5.
|
Representations
and warranties
|
|
5.1
|
The
Pledgor hereby represents and warrants that the following is true and
correct on the date of this Pledge
Agreement:
|
|
|
a.
|
the
Company is a public company, legally established under the laws of the
Netherlands Antilles by notarial deed drawn up before Xxxxxx Xxxxxxxxxxx
Xxxxxxxx Xxxxxx, civil law notary officiating in Curaçao, on the
fourteenth day of July nineteen hundred and ninety-four. A copy of the
present articles of association is attached to this Pledge Agreement
(Annex
I). The Company is currently registered with the commercial
register of the Chamber of Commerce and Industries of Curaçao under number
67248. A copy of the extract from the commercial register is attached to
this Pledge Agreement (Annex
II);
|
|
|
b.
|
the
Company has not been dissolved, and no resolution has been adopted to
dissolve the Company, nor has any request therefore been filed, nor has
any notice by the Chamber of Commerce, as described in Section 2:25 of the
NACC, been received. The Company has not been declared bankrupt nor has a
suspension of payment been granted, nor have any requests thereto been
filed;
|
|
|
c.
|
the
shareholders' register is accurate and completely up to date. A copy of
the shareholders' register is attached to this Pledge Agreement (Annex
III);
|
|
|
d.
|
the
entire issued share capital of the Company consists of the Present Shares;
all of the Present Shares are fully paid-up; the Company has not granted
any rights to subscribe for shares in its capital which have not yet been
exercised;
|
|
|
e.
|
the
Pledgor has a complete and unencumbered right to the Present Shares, with
the exception of the Existing Rights of
Pledge;
|
|
|
f.
|
the
Present Shares are not subject to either (limited) rights or obligations
to transfer to third parties or claims based on contracts of any nature
and have not been encumbered with any attachments, except for the Existing
Rights of Pledge;
|
|
|
g.
|
the
Pledgor is authorized to establish the Right of
Pledge;
|
|
|
h.
|
all
resolutions and approvals, required for establishing the Right of Pledge,
have been adopted and received
respectively;
|
|
|
i.
|
the
obligations of the Pledgor and the Company vis-à-vis the Pledgee,
resulting from the Indenture and this Pledge Agreement respectively, are
lawful obligations of the Pledgor and the Company respectively and are
legally enforceable against the Pledgor and the Company
respectively;
|
|
|
j.
|
the
assumption and performance by the Pledgor and the Company respectively of
the obligations vis-à-vis the Pledgee resulting from the Indenture and
this Pledge Agreement are not contrary to any provision of applicable law
or any agreement to which the Pledgor or the Company is a party, or by
which the Pledgor or the Company is bound in any other
way;
|
|
|
k.
|
the
Pledgor has provided the Pledgee with all information and data with
respect to the Present Shares which the Pledgor reasonably believes to be
of importance for the Pledgee.
|
|
5.2.
|
Furthermore,
the Pledgor hereby declares to have acquired the Present Shares as
follows:
|
|
|
-
|
as
for the numbers 1 through 60, pursuant to the notarial deed of
incorporation, drawn up before Xxxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxx, civil
law notary officiating in Curaçao, on the fourteenth day of July nineteen
hundred and ninety-four;
|
|
|
-
|
as
for the number 61, pursuant to the issuance of one share on the nineteenth
day of September nineteen hundred and
ninety-four.
|
|
6.
|
Undertakings
by the Pledgor
|
|
6.1.
|
During
the term of the Right of Pledge, the Pledgor shall not alienate, pledge or
in any other way encumber the Shares or the rights to acquire Shares
without the prior written consent of the Pledgee (acting on the
instructions of the Note Trustee), except for the encumbrance in
accordance with Section 11.1 of the
Indenture.
|
|
6.2.
|
The
Pledgor shall as far as possible provide that the Shares and/or rights to
acquire Shares he acquires after execution of this Pledge Agreement shall
be pledgeable, and that the transferability thereof shall not be more
cumbersome than the transferability of the
Shares.
|
|
6.3.
|
Whenever
the Pledgor is aware that the Company is involved in the preparation of a
legal merger or demerger as a result of which the Company would cease to
exist, the Pledgor shall inform the Pledgee and the Note Trustee thereof
in writing immediately.
|
|
6.4.
|
Whenever
the Pledgor is aware that actions have been taken for the winding-up,
dissolution, administration, bankruptcy, suspension of payments or
reorganization of the Company, the Pledgor shall inform the Pledgee and
the Note Trustee thereof in writing
immediately.
|
|
7.
|
Exercise
of the Right of Pledge.
|
|
7.1.
|
Upon
the occurrence of an Event of Statutory Default, the Pledgee has, with due
regard to the relevant provisions of the Existing Rights of Pledge, the
right (acting on the instructions of the Note Trustee) to exercise all
rights and powers which the Pledgee has under the laws of the Netherlands
Antilles as holder of a right of pledge over the Shares and the Pledgee
shall be authorized to sell the Shares or part thereof, in accordance with
Section 3:248 of the NACC, without prejudice to the provision of Section
3:251 of the NACC, in order to recover the proceeds
thereof.
|
|
7.2
|
In
the event the Pledgee enforces the Right of Pledge, the Pledgee (acting on
the instructions of the Note Trustee) shall, with due regard to the
relevant provisions of the Existing Rights of Pledge, following payment of
the execution costs from the proceeds, allocate the net proceeds to
fulfill the Secured
Obligations.
|
|
7.3
|
The
Pledgee does not bear the obligations referred to in Sections 3:249 and
3:252 of the NACC towards others than the
Pledgor.
|
|
8.
|
Termination
|
|
8.1
|
The
Pledgee (acting on the instructions of the Note Trustee) is entitled to
terminate (opzeggen) in whole or
in part the Right of Pledge as referred to in Article 3:81(2) sub (d) of
the NACC. Notice of termination must be given in writing by the Pledgee to
the Pledgor and the Company.
|
|
8.2
|
The
Right of Pledge shall terminate by operation of law upon the payment and
satisfaction in full of all Secured Obligations. In that event, the
Pledgee shall evidence such termination in accordance with Section 8.9 of
the Indenture.
|
|
9.
|
Costs
|
All
reasonable costs, fees and expenses incurred in connection with the creation or
execution of any documentation in connection with the Right of Pledge and the
enforcement of the Right of Pledge shall be for the account of the Pledgor, and
the Pledgor shall indemnify and hold harmless the Pledgee and the Note Trustee
for such costs and reasonable expenses incurred in connection with such
enforcement.
|
10.
|
Notices
|
Any
notice or other communication under or in connection with this Pledge Agreement
shall be in writing in the English language and shall be delivered personally or
by registered mail or fax. All notices to the Pledgee hereunder shall be
delivered at the same time to the Note Trustee. Proof of posting shall be deemed
to be proof of receipt:
|
|
(i)
|
in
the case of hand delivery: on the day the notice is received by
recipient;
|
|
|
(ii)
|
in
the case of a registered letter: on the third business day after posting;
or
|
|
|
(iii)
|
in
the case of a fax transmission: upon receipt of fax
confirmation.
|
Notices
and other communications under this Pledge Agreement may in each case be sent to
the following address of the parties hereto:
Address
Pledgor:
c/o CME
Development Corporation
Second
floor, Aldwych House
00
Xxxxxxx Xxxxxx
Xxxxxx
X0X 0X0
Xxxxxx
Xxxxxxx
Fax
number: x00 (0) 0000000000
Attention:
Chief Financial Officer
Address
Pledgee:
The Law
Debenture Trust Corporation p.l.c.
Fifth
floor, 000 Xxxx Xxxxxx
Xxxxxx
XX0X 0XX
Xxxxxx
Xxxxxxx
Fax
number: x00 (0) 00 0000 0000
Attention:
The Manager, Commercial Trusts
Address Note
Trustee:
The Bank
of New York Mellon
Xxx
Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
Xxxxxx
Xxxxxxx
Fax
number: x00 (0) 00 0000 0000
Attention:
Corporate Trust Services
Address of the
Company:
Central
European Media Enterprises N.V.
c/o
Curaçao Corporation Company N.V.
Xxxxxxxxxxxxx
Xxxx 00,
Xxxxxxx,
Xxxxxxxxxxx Antilles
Fax
number: + 000 0 000 0000
or such
other address or fax number as notified by the relevant party by not less than
five business days prior notice.
|
11.
|
Rescission
|
The
Pledgor and the Pledgee hereby waive, to the fullest extent permitted by law,
their right to dissolve this Pledge Agreement pursuant to failure in the
performance of one or more of their obligations as referred to in Article 6:265
of the NACC or on any other ground.
|
12.
|
Governing
Law and Submission to Jurisdiction
|
|
12.1
|
The
provisions of this Pledge Agreement and the Right of Pledge created
hereby, are governed by, and shall be construed in accordance with, the
laws of the Netherlands Antilles.
|
|
12.2
|
The
Pledgor, the Pledgee and the Note Trustee agree that the competent court
in Curaçao, the Netherlands Antilles shall have non-exclusive jurisdiction
with regard to any and all disputes which may arise out of or in
connection with this Pledge
Agreement.
|
|
13.
|
Amendment
of this Pledge Agreement
|
This
Pledge Agreement may only be amended by a written agreement executed by each of
the Pledgor, the Pledgee and the Note Trustee. The Pledgor, the Pledgee and the
Note Trustee shall notify the Company of such amendment in writing.
|
14.
|
Severability
|
The
illegality, invalidity or unenforceability of any provision of this Pledge
Agreement or any part thereof under the laws of any jurisdiction shall not
affect its legality, validity or enforceability under the laws of any other
jurisdiction nor the legality, validity or enforceability of any other provision
or part thereof. Any illegal, invalid or unenforceable provision shall have the
effect of an alternative provision that would be valid and the purpose of which
conforms with the first mentioned provision and that would presumably have been
included in this Pledge Agreement in order to carry out the intentions of the
parties if the first mentioned provision had been omitted in view of its
illegality, invalidity or unenforceability.
|
15.
|
Counterparts
|
This
Pledge Agreement may be executed in counterparts, each of which when so executed
and delivered shall be an original, but all of which together constitute one and
the same document.
* signature page to
follow *
SIGNATURE PAGE PLEDGE
AGREEMENT ON SHARES
The
parties hereto have caused this Pledge Agreement to be duly executed on the day
and year first written above.
|
as
the Pledgor
|
||
|
/s/ Xxxxxxx Xxxxx
|
||
|
By:
|
Xxxxxxx
Xxxxx
|
|
|
Its:
|
Chief
Financial Officer
|
|
|
Signed
for and on behalf of:
|
||
|
The
Law Debenture Trust Corporation p.l.c.
|
||
|
as
the Pledgee
|
||
|
/s/ Xxxxxx Xxxxx-Xxxx
|
||
|
Name:
|
Xxxxxx
Xxxxx-Xxxx
|
|
|
Title:
|
Director
|
|
|
Signed
for and on behalf of:
|
||
|
The
Bank of New York Mellon
|
||
|
as
the Note Trustee
|
||
|
/s/ Xxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxx
Xxxxxxx
|
|
|
Title:
|
Senior
Associate
|
|
|
Central
European Media Enterprises N.V.
|
||
|
/s/ Xxxxxx Xxxxxxx
|
||
|
By:
|
Xxxxxx
Xxxxxxx
|
|
|
Its:
|
Managing
Director
|
|
