CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. Registration Rights AgreementRegistration Rights Agreement • April 30th, 2008 • Central European Media Enterprises LTD • Television broadcasting stations • New York
Central European Media Enterprises Ltd., a company organized under the laws of Bermuda (the “Company”), proposes to issue and sell to you as initial purchasers (the “Initial Purchasers”) upon the terms set forth in the Purchase Agreement (as defined herein) its 3.50% Senior Convertible Notes due 2013 (the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Central European Media Enterprises Ltd. $425,000,000 3.50% Senior Convertible Notes due 2013 Purchase AgreementCentral European Media Enterprises LTD • April 30th, 2008 • Television broadcasting stations • New York
Central European Media Enterprises Ltd., a company organized under the laws of Bermuda (the “Company”), proposes to issue and sell to you as the Initial Purchasers (the “Initial Purchasers”), for whom Lehman Brothers Inc., J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. are acting as joint book-running managers (the “Joint Book-Running Managers”) and for whom Lehman Brothers Inc. and J.P. Morgan Securities Inc. are acting as representatives (the “Representatives”), $425,000,000 aggregate principal amount of its 3.50% Senior Convertible Notes due 2013 (the “Firm Notes”) in the amounts indicated on Schedule 1 hereto.
PLEDGE AGREEMENT on SHARES in CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. Dated March 10, 2008 among Central European Media Enterprises Ltd. as the Pledgor The Bank of New York as the Pledgee and Central European Media Enterprises N.V. as the CompanyPledge Agreement • April 30th, 2008 • Central European Media Enterprises LTD • Television broadcasting stations
THIS PLEDGE AGREEMENT is made this tenth day of March, 2008 (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, Hamilton, HM CX Bermuda, as the “Pledgor”, The Bank of New York, a New York corporation, having its registered office at One Canada Square, London E14 5AL, United Kingdom, as the “Pledgee”, and Central European Media Enterprises N.V., a public company with limited liability (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 Oost 44, Curaçao, the Netherlands Antilles and registered in the commercial register of the chamber of Commerce and Industries of Curaçao under number 67248 (the “Company”),
Central European Media Enterprises Ltd., The Subsidiary Guarantors Parties Hereto, and The Bank of New York As Trustee and Security Trustee, Paying Agent, Conversion Agent, Transfer Agent, Registrar 3.50% Senior Convertible Notes due 2013 Indenture...Indenture • April 30th, 2008 • Central European Media Enterprises LTD • Television broadcasting stations • New York
INDENTURE dated as of March 10, 2008, between CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company organized under the laws of Bermuda (the “Company”), the Subsidiary Guarantors (as defined below), The Bank of New York, a New York banking corporation, as trustee (the “Trustee”), security trustee (the “Security Trustee”), paying agent, conversion agent, transfer agent and registrar.
SECURITY ASSIGNMENT between CME MEDIA ENTERPRISES B.V. and CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. and THE BANK OF NEW YORK Dated 10th March 2008Security Assignment • April 30th, 2008 • Central European Media Enterprises LTD • Television broadcasting stations • England and Wales
