AMENDMENT AND RESTATEMENT AGREEMENT, dated as of February 19, 2016 (this “Agreement”), relating to the AMENDED AND RESTATED REVOLVING LOAN FACILITY CREDIT AGREEMENT, dated as of May 2, 2014, as amended and restated as of November 14, 2014 (the...Revolving Loan Facility Credit Agreement • February 22nd, 2016 • Central European Media Enterprises LTD • Television broadcasting stations • New York
This Amended and Restated Revolving Loan Facility Credit Agreement (this “Agreement”), dated as of May 2, 2014, as amended and restated as of February 19, 2016, is among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited 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”).
CREDIT AGREEMENT Dated as of February 19, 2016 among CME MEDIA ENTERPRISES B.V. as Borrower,CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.,as CME Guarantor,andTIME WARNER INC., as Guarantor, The Lenders Party Hereto, and BNP PARIBAS as Administrative Agent,...Credit Agreement • February 22nd, 2016 • Central European Media Enterprises LTD • Television broadcasting stations • New York
CREDIT AGREEMENT, dated as of February 19, 2016, (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among CME MEDIA ENTERPRISES B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands and with its corporate seat in Amsterdam, the Netherlands (“CME BV” or “Borrower”), CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda (“CME” or “CME Guarantor”), as guarantor, TIME WARNER INC., a Delaware corporation (“Time Warner” or “Guarantor”), as guarantor, the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), and BNP PARIBAS, as administrative agent.
SECOND AMENDMENT, dated as of February 19, 2016 (this “Amendment”), to the CREDIT AGREEMENT, dated as of November 14, 2014, as amended by the First Amendment, dated as of March 9, 2015 (as further amended, supplemented or otherwise modified prior to...Credit Agreement • February 22nd, 2016 • Central European Media Enterprises LTD • Television broadcasting stations • New York
CME BV GUARANTEEGuarantee • February 22nd, 2016 • Central European Media Enterprises LTD • Television broadcasting stations • New York
GUARANTEE, dated as of February 19, 2016 (as amended, supplemented or otherwise modified from time to time, this “Guarantee”), made by CME MEDIA ENTERPRISES B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “CME Subsidiary Guarantor”) in favor of BNP PARIBAS, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) party to the Credit Agreement, dated as of November 14, 2014, as amended by the First Amendment to the Credit Agreement, dated as of March 9, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda (“CME”), TIME WARNER INC., a Delaware corporation (“Time Warner”), as a guarantor, the Lenders and the Administrative Agent.
SHARE PLEDGE AGREEMENT DATED 19 FEBRUARY 2016 between CENTRAL EUROPEAN MEDIAENTERPRISES LTD. as Pledgor TIME WARNER INC. as Pledgee and CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. as CompanyShare Pledge Agreement • February 22nd, 2016 • Central European Media Enterprises LTD • Television broadcasting stations • Curaçao
Clause Page 1 DEFINITIONS AND INTERPRETATION 1 2 CREATION OF SECURITY 3 3 AUTHORITY TO COLLECT 4 4 REPRESENTATIONS 4 5 UNDERTAKINGS 6 6 ENFORCEMENT 7 7 FURTHER ASSURANCES AND POWER OF ATTORNEY 8 8 TERMINATION 9 9 ASSIGNMENT 9 10 NOTICES 10 11 MISCELLANEOUS 10 12 ACCEPTANCE 11 13 GOVERNING LAW AND JURISDICTION 11 SCHEDULES SCHEDULE 1 Shareholders' resolution
DATED February 19, 2016Guarantee • February 22nd, 2016 • Central European Media Enterprises LTD • Television broadcasting stations • New York
Reference is hereby made to that certain Reimbursement Agreement, dated as of 14 November 2014, as amended and restated as of February 19, 2016 (as further restated, amended, modified, supplemented and in effect, the "Reimbursement Agreement"), among Central European Media Enterprises Ltd. ("CME Ltd"), CME BV and the CME Credit Guarantor. Capitalised terms used in this Guarantee and not otherwise defined herein have the meanings specified in the Reimbursement Agreement.
CME GUARANTEEGuarantee • February 22nd, 2016 • Central European Media Enterprises LTD • Television broadcasting stations • New York
GUARANTEE, dated as of February 19, 2016 (as amended, supplemented or otherwise modified from time to time, this “Guarantee”), made by CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda (the “CME Guarantor”) in favor of BNP PARIBAS, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) party to the Credit Agreement, dated as of February 19, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the CME Guarantor, CME MEDIA ENTERPRISES B.V., a private company with limited liability incorporated under the laws of the Netherlands (“CME BV”), as borrower, TIME WARNER INC., a Delaware corporation (“Time Warner”), as a guarantor, the Lenders and the Administrative Agent.
