Central European Media Enterprises Ltd. 4,700,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • May 10th, 2005 • Central European Media Enterprises LTD • Television broadcasting stations • New York
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. as Issuer, CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. and CME MEDIA ENTERPRISES B.V. as Subsidiary Guarantors, JPMORGAN CHASE BANK, N.A., LONDON BRANCH as Trustee, Transfer Agent, Principal Paying Agent and...Indenture • May 10th, 2005 • Central European Media Enterprises LTD • Television broadcasting stations • New York
INDENTURE, dated as of May 5, 2005 among (i) CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company incorporated under the laws of Bermuda (the “Issuer”), (ii) CENTRAL EUROPEAN MEDIA ENTERPRISES N.V., a company organized and existing under the laws of the Netherlands Antilles (“CME NV”), (iii) CME MEDIA ENTERPRISES B.V., a company organized and existing under the laws of the Netherlands (“CME BV” and, together with CME NV, the “Subsidiary Guarantors”), (iv) JPMorgan Chase Bank, N.A., London Branch as Trustee, Principal Paying Agent, and Security Trustee and (v) J.P. Morgan Bank Luxembourg S.A. as Registrar, Transfer Agent and Principal Paying Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2005 • Central European Media Enterprises LTD • Television broadcasting stations • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of 2 May 2005 (this "Agreement"), is made by CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a corporation formed under the laws of Bermuda (the "Company"), and PPF (CYPRUS) LTD., a company formed under the laws of the Republic of Cyprus (the "Purchaser").
SUBSCRIPTION AGREEMENTSubscription Agreement • May 10th, 2005 • Central European Media Enterprises LTD • Television broadcasting stations • New York
THIS SUBSCRIPTION AGREEMENT, dated as of 2 May 2005 (this "Agreement"), is entered into by and among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a corporation formed under the laws of Bermuda (the "Company"), and PPF (CYPRUS) LTD., a company formed under the laws of the Republic of Cyprus (the "Purchaser").
PPF GROUP GUARANTEE BETWEEN PPF GROUP N.V. as PPF Group Guarantor and CME MEDIA ENTERPRISES B.V. and CENTRAL EUROPEAN MEDIA ENTERPRISES LTD as Beneficiaries DATED 2 MAY 2005 DEWEY BALLANTINE LondonPPF Group Guarantee • May 10th, 2005 • Central European Media Enterprises LTD • Television broadcasting stations • England and Wales
In this PPF Group Guarantee the words and expressions used shall, unless expressly defined herein, have the same meanings ascribed to them in the Guarantee and the Framework Agreement, except that references to Clauses are to clauses of this PPF Group Guarantee.
DEED OF GUARANTEE BETWEEN PPF a.s. as Guarantor and CME MEDIA ENTERPRISES B.V. and CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. as Beneficiaries DATED 2 MAY 2005 LondonDeed of Guarantee • May 10th, 2005 • Central European Media Enterprises LTD • Television broadcasting stations • England and Wales
In this Guarantee the words and expressions used shall, unless expressly defined herein, have the same meanings ascribed to them in the Framework Agreement, except that references to Clauses are to clauses of this Guarantee. All references to PPF herein shall be deemed to include reference to any relevant affiliate(s) of PPF.
