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...Pledge Agreement • October 27th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations
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, Hamilton, HM 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, 100 Wood Street, London EC2N 7EX, United Kingdom, 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 One Canada Square, London E14 5AL, United Kingdom, 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 An
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. as Issuer, CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. and CME MEDIA ENTERPRISES B.V. as Subsidiary Guarantors, THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee, THE BANK OF NEW YORK MELLON,...Central European Media Enterprises LTD • October 27th, 2009 • Television broadcasting stations • New York
INDENTURE, dated as of September 17, 2009 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) The Bank of New York Mellon, acting through its London Branch, as Trustee, (v) The Bank of New York Mellon, acting through its London Branch, as Transfer Agent and Principal Paying Agent, (vi) The Law Debenture Trust Corporation p.l.c., as Security Trustee, and (vii) The Bank of New York Mellon (Luxembourg) S.A. as Registrar, Luxembourg Transfer Agent and Luxembourg Paying Agent.
DEED OF AMENDMENT relating to an Intercreditor Agreement dated 21 July 2006 as amended and restated by a Deed of Amendment dated 16 May 2007, by a Deed of Amendment dated 22 August 2007, by a Deed of Amendment dated 10 March 2008, and by a Deed of...Intercreditor Agreement • October 27th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations • England
SECURITY ASSIGNMENT between CME MEDIA ENTERPRISES B.V. and CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. and THE BANK OF NEW YORK MELLON acting through its London Branch and THE LAW DEBENTURE TRUST CORPORATION p.l.c. Dated 17 September 2009Framework Agreement • October 27th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations • England and Wales
DATED 7 SEPTEMBER 2009Agreement • October 27th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations • New York
CONTENTS Clause Page 1. Interpretation 1 2. Definitions 1 3. Authorisation 2 4. Appointment of the Dealer Manager in respect of the Offer 2 5. Compensation 4 6. Representations and Warranties of the Purchaser 5 7. Agreements 8 8. Conditions to the Obligations of the Dealer Manager and Termination Rights 9 9. Indemnification 10 10. Non-Disclosure 11 11. Survival 11 12. Notices 11 13. Entire Agreement 12 14. Successors 12 15. Assignment 12 16. Governing Law 12 17. Partial Invalidity 12 18. Miscellaneous 13
ALSTROM BUSINESS CORP MICHALAKIS TSITSEKKOS IGOR VALERYEVICH KOLOMOISKY IHOR MYKHAILOVICH SURKIS CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. CME UKRAINE HOLDING B.V. CME CYPRUS HOLDING LIMITEDFramework Agreement • October 27th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations
Clause Page 1. Definitions and Interpretation 5 2. Contributions and Subscriptions 12 3. Closing 13 4. Warranties 17 5. Certain Covenants 19 6. Termination 24 7. Indemnities and Liabilities 24 8. Control Retention; No Interference; Certain Costs 27 9. Confidentiality 28 10. Assignment 29 11. Miscellaneous 29 12. Governing Law and Arbitration 32
CME PRODUCTION B.V. and CME ROMANIA B.V. and MEDIA PRO MANAGEMENT S.A. and MEDIA PRO B.V. and ADRIAN SARBU FRAMEWORK AGREEMENTFramework Agreement • October 27th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations • England
CME Media Services Limited - and - Adrian SarbuCentral European Media Enterprises LTD • October 27th, 2009 • Television broadcasting stations
Dated September 7, 2009 CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. the Offeror and DEUTSCHE BANK AG, LONDON BRANCH as Principal Tender Agent and the other Tender Agents named herein TENDER AGENCY AGREEMENT Offer to Purchase for Cash the Outstanding EUR...Agreement • October 27th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations
CONTENTS CLAUSE PAGE 1. INTERPRETATION 1 2. APPOINTMENT AND ACCEPTANCE 2 3. STANDARD OF CARE 2 4. TERMINATION 4 5. REPRESENTATIONS AND WARRANTIES 4 6. INDEMNIFICATION 5 7. FEES 5 8. AMENDMENTS AND ASSIGNMENTS 6 9. PARTIAL INVALIDITY 6 10. BENEFITS 6 11. FORCE MAJEURE 7 12. ENTIRE AGREEMENT 7 13. COUNTERPARTS 7 14. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 7 15. ARBITRATION 7 16. GOVERNING LAW 8 17. NOTICES 8 SCHEDULE 1 11 SERVICES SCEDULE 11 1. DEFINITIONS 11 2. SERVICES 11
DEED OF AMENDMENT relating to an Intercreditor Agreement dated 21 July 2006 as amended and restated by a Deed of Amendment dated 16 May 2007, by a Deed of Amendment dated 22 August 2007, and by a Deed of Amendment dated 10 March 2008. CENTRAL EUROPEAN...Intercreditor Agreement • October 27th, 2009 • Central European Media Enterprises LTD • Television broadcasting stations • England and Wales
In this Deed any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Deed.
