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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/30/08 Central European Media Enter… Ltd 10-Q 3/31/08 14:4.8M Summit Fin’l Printing |
Document/Exhibit Description Pages Size
1: 10-Q Central European Media Enterprises Ltd 10-Q HTML 1.16M
3-31-2008
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 124K
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 678K
4: EX-10.1 Material Contract HTML 225K
5: EX-10.2 Material Contract HTML 172K
6: EX-10.3 Material Contract HTML 125K
7: EX-10.4 Material Contract HTML 80K
8: EX-10.5 Material Contract HTML 81K
9: EX-10.6 Material Contract HTML 175K
10: EX-10.7 Material Contract HTML 168K
11: EX-10.8 Material Contract HTML 157K
12: EX-31.01 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K
13: EX-31.02 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K
14: EX-32.01 Certification per Sarbanes-Oxley Act (Section 906) HTML 13K
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1.
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Central European Media
Enterprises N.V., a public limited liability company (naamloze vennootschap)
under the laws of the Netherlands Antilles, having its registered offices
in Curaçao, Netherlands Antilles, and its office address at Schottegatweg
Oost 44, Curaçao, Netherlands Antilles, and registered with the Commercial
Register of the Curaçao Chamber of Commerce and Industry under number
67248 (hereinafter: the "Pledgor");
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3.
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CME Media Enterprises
B.V., a private
company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) under the laws of the Netherlands,
having its registered offices in Amsterdam, the Netherlands and its office
address at Dam 5B, 1012 JS Amsterdam, the Netherlands, and registered with
the Trade Register under number 33246826 (hereinafter: the "Company").
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a.
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in
the Indenture, as defined hereafter, the Pledgor has assumed the
obligation to provide security to the Pledgee, in the form of a right of
pledge;
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b.
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in
complying with the aforementioned obligation, the Pledgor and the Pledgee
wish to hereby establish a fifth priority right of pledge in respect of
the Shares (as defined hereafter) under the following
terms.
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a.
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an
"Event of
Default": each "Event of Default" as defined in Section 6.01 of the
Indenture, as well as, insofar as not included in that definition, each
Event of Statutory Default;
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b.
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an
"Event of Statutory
Default": each event where the Pledgor is in default ("verzuim"), as defined
in Section 6:81 of the Dutch Civil Code, in the performance of one or more
of the Secured Obligations;
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c.
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“Existing Rights of Pledge": means the
rights of pledge on the Shares (as defined hereinafter) created in favor
of (i) the predecessor of the Pledgee (JPMorgan Chase Bank, N.A., London
Branch), on the fifth day of May two thousand five pursuant to that
certain notarial deed of pledge dated the fifth day of May two thousand
and 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 and six pursuant to that certain
notarial deed of pledge dated the twenty-first day of July two thousand
and six among the Pledgor, European Bank for Reconstruction and
Development and the Company, (iii) the Pledgee, on the sixteenth day of
May two thousand and seven pursuant to that certain notarial deed of
pledge dated the sixteenth day of May two thousand and seven among the
Pledgor, the Pledgee and the Company, and (iv) European Bank for
Reconstruction and Development on the twenty-second day of August two
thousand and seven pursuant to that certain notarial deed of pledge dated
the twenty-second day of August two thousand and seven among the Pledgor,
European Bank for Reconstruction and Development and the Company;
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d.
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“Future Shares” means 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
deed;
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f.
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the
"Issuer": Central
European Media Enterprises Ltd., a company established under the laws of
Bermuda;
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g.
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the
"Loan Agreement":
means the loan agreement dated July 21, 2006 between the Issuer, as
borrower and the European Bank for Reconstruction and Development, as
lender;
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h.
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the
“Parallel Debt”:
shall mean the Parallel Debt (as defined in Section 12.09 of the
Indenture);
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i.
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the
"Present Shares": one hundred and
ninety-nine thousand nine hundred and ninety-nine (199,999) ordinary
shares in the capital of the Company owned by the Pledgor, with numbers 1
through 199,997, 199,999 and 200,000, each share having a nominal value of
one Netherlands Guilder (NLG 1) or (converted into euro in accordance with
section 2:178c of the Dutch Civil Code) forty-five eurocent
(EUR 0.45);
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j.
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the
"Right of Pledge":
the fifth priority right of pledge in respect of the Shares established by
the execution of this deed;
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k.
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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 Issuer, the
Pledgor and the Company 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;
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m.
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the
“2005 Indenture”:
the indenture dated as of the fifth day of May two thousand and five, by
and among the Issuer, the Pledgor 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;
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n.
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the
“2007 Indenture”:
the indenture dated as of the sixteenth day of May two thousand and seven,
by and among the Issuer, the Pledgor and the Company as Guarantors, and
BNY Corporate Trustee Services Limited as Trustee and The Bank of New York
as Security Trustee, 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
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o.
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“Voting Event” means the
occurrence of an Event of Statutory Default of which the Pledgee has given
notice to the Pledgor and the
Company.
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1.
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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. This
conditional transfer of Voting Rights was approved by the shareholders
meeting of the Company in a written resolution adopted outside of a
general meeting on the tenth day of March two thousand and eight. 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:
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(b)
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that
no such exercise may have the effect of impairing the position or
interests of the Pledgee; and
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2.
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Upon
the occurrence of a Voting Event and subject to the termination or release
of the Existing Rights of Pledge:
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(a)
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any
and all rights of the Pledgor to exercise the Voting Rights which it is
entitled to exercise pursuant to Article 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 may in its absolute
discretion deem fit; and
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(b)
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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 to ensure the
effectiveness of any such resignations, dismissals or
appointments.
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3.
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By
signing this deed, 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 Article 3 upon the
occurrence of such a Voting Event and subject to the termination and/or
release of the Existing Rights of
Pledge.
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4.
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In
addition and without prejudice to the obligations of the Pledgor pursuant
to the Indenture, each of the Pledgor and the Company agrees to notify the
Pledgee immediately of any event or circumstance which could reasonably be
of importance to the Pledgee with a view to the preservation and exercise
of the Pledgee’s rights under or pursuant to this deed, such as (without
limitation) the filing of a petition for the bankruptcy (faillissement) of the
Pledgor, the filing of a petition for a moratorium of payments (surséance van betaling) 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.
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5.
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Upon
the occurrence of a Voting Event and subject to the termination and/or
release of the Existing Rights of Pledge, the Pledgee shall have the
rights which the law attributes to holders of depositary receipts, issued
with a company's co-operation, of shares in its
capital.
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6.
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During
the term of the Right of Pledge, the foregoing provisions of this Article
3 with respect to the Voting Rights on the 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 to exercise such voting rights upon the
occurrence of the condition precedent as provided in Article 3.1 of this
deed. 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.
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1.
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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 in
respect of any one or more of the Shares, shall accrue to the Pledgee, as
provided for in Section 3:246 of the Dutch Civil Code, subject to the
termination and/or release of the Existing Rights of
Pledge.
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2.
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In
derogation of the provisions of paragraph 1 of this Article 4, 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.
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3.
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The
Pledgee may terminate the authorization mentioned in paragraph 2 of this
Article 4 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, copied to the
Company.
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a.
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on
first demand in writing from the Pledgee, the Pledgor shall take all
actions, and draw up and sign all supplementary documents as the Pledgee
may consider necessary or desirable for the performance of the Pledgor's
obligations under this deed, and to fully cooperate so as to enable the
Pledgee to exercise his rights, with due regard to the relevant provisions
of the Existing Rights of Pledge;
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b.
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the
Pledgor shall, on first demand from the Pledgee, submit to the Pledgee all
requested reasonable information and data with respect to the
Shares;
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c.
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during
the term of the Right of Pledge, the Pledgor shall not alienate, pledge or
in any other way encumber the Shares (depositary receipts for) shares
and/or rights to acquire (depository receipts for) shares in the capital
of the Company without the prior written consent of the Pledgee except for
an encumbrance permitted in accordance with the provisions of the
Indenture;
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d.
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the
Pledgor shall with due regard to the relevant provisions of the Existing
Rights of Pledge provide that the (depositary receipts for) Future Shares
and/or rights to acquire (depositary receipts for) Future Shares in the
capital of the Company it acquires after execution of this deed shall be
pledgeable, and that the transferability thereof shall not be more
cumbersome than the transferability of the
Shares;
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e.
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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 thereof in writing
immediately.
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f.
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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
thereof in writing immediately.
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a.
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the
Company is a private company with limited liability, legally established
under the laws of the Netherlands by notarial deed, executed before H. van
Wilsum, at that time civil law notary officiating in Amsterdam, on the
third day of August nineteen hundred and ninety-four. The articles of
association of the Company were last partially amended by deed executed
before a substitute of M.P. Bongard, officiating in Amsterdam, on the on
the thirty-first day of May nineteen hundred and ninety-eight. A copy of
the present articles of association is attached to this deed (Annex II) The
Company is currently registered in the Commercial Register in Amsterdam,
under number 33246826. A copy of the extract from the Commercial Register
is attached to this deed (Annex
III);
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b.
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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 2:19.a. of
the Dutch Civil Code, been received. The Company has not been declared
bankrupt nor has a suspension of payment been granted, nor have any
requests thereto been filed;
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c.
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the
shareholders' register is completely accurate and up to date. A copy of
the shareholders' register is attached to this deed (Annex
IV);
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d.
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the
entire issued share capital of the Company consists of two hundred
thousand (200,000) ordinary shares, numbered 1 through 200,000; all of the
issued 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;
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e.
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the
Pledgor has a complete and unencumbered right to the Present Shares, with
the exception of the Existing Rights of
Pledge;
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f.
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the
Pledgor has not been deprived of the authority to alienate the Shares by
virtue of Section 2:22a subsection 1 of the Dutch Civil
Code;
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g.
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the
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 attachment, except for the Existing
Rights of Pledge;
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i.
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all
resolutions and approvals, required for establishing the Right of Pledge,
have been adopted and received
respectively;
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j.
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the
obligations of the Pledgor and the Company vis-à-vis the Pledgee,
resulting from the Indenture and this deed respectively, are lawful
obligations of the Pledgor and the Company respectively and are legally
enforceable against the Pledgor and the Company
respectively;
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k.
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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 deed 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;
and
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l.
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the
Pledgor has provided the Pledgee with all information and data with
respect to the Shares which the Pledgor reasonably believes to be of
importance to the Pledgee;
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as
for the numbers 1 through 199,997 pursuant to a notarial deed of transfer
of shares, executed before H. van Wilsum, mentioned above, on the
nineteenth day of September nineteen hundred ninety-four,
and
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as
for the numbers 199,999 and 200,000 pursuant to a notarial deed of
issuance of shares, issued before H. van Wilsum, mentioned above, on the
sixteenth day of December nineteen hundred
ninety-six.
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1.
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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 to exercise all rights and powers which the Pledgee has under Dutch
law 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 Dutch Civil Code, without prejudice to the provision
of Section 3:251 of the Dutch Civil Code, in order to recover the proceeds
thereof.
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2.
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The
blocking clause contained in the articles of association of the Company
shall apply to the transfer of the Shares by the Pledgee, it being
understood that the Pledgee shall, with due regard to the relevant
provisions of the Existing Rights of Pledge, exercise all of the Pledgor's
rights relevant to the alienation and transfer of the Shares, and that the
Pledgee shall fulfill the Pledgor's obligations relevant
thereto.
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3.
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In
the event the Pledgee enforces execution of the Right of Pledge, the
Pledgee shall, with due regard to the relevant provisions of the Existing
Rights of Pledge, following payment of the enforcement costs from the
proceeds, allocate the net proceeds to fulfill the Secured
Obligations.
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4.
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The
Pledgee does not bear the obligations referred to in Sections 3:249 and
3:252 of the Dutch Civil Code towards others than the
Pledgor.
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1.
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The
Right of Pledge shall terminate if and when (a) any and all Secured
Obligations have been irrevocably and unconditionally fulfilled, or (b)
any and all Secured Obligations have been otherwise terminated or
cancelled.
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2.
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The
Pledgee shall be entitled to terminate the Right of Pledge in whole or in
part at any time. Termination shall be effectuated by a written
notification to that effect by the Pledgee to the Pledgor with copy to the
Company.
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1.
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Any
notices 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. Proof of posting shall
be deemed to be proof of receipt:
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2.
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As
to the existence and composition of the Secured Obligations, a written
statement by the Pledgee made in accordance with his books shall
constitute full proof, subject to proof to the contrary, it being
understood that in the event of a disagreement with respect thereto, the
Pledgee shall be authorized to exercise his right of execution, with due
observance of the obligation of the Pledgee to pay over all amounts which
afterwards would appear to be received by him in excess of his rights and
with due regard to the relevant provisions of the Existing Rights of
Pledge.
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3.
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The
Right of Pledge, including all provisions of this deed, shall be governed
by the laws of the Netherlands.
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4.
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All
disputes relating to the Right of Pledge shall be submitted exclusively to
the competent court of law in Amsterdam, the
Netherlands.
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5.
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If
a provision of this deed is or becomes illegal, invalid or unenforceable
in any jurisdiction, that shall not affect the legality, validity or
enforceability of any other provision of this deed and the legality,
validity or enforceability in other jurisdictions of that or any other
provision of this deed.
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6.
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All
costs, fees, taxes and other amounts (including notarial fees, taxes,
legal fees, registration fees, translation costs, stamp duties etc)
reasonably incurred by the Pledgee in connection with the negotiation,
creation or execution of any documentation in connection with the Right of
Pledge and the enforcement of the Right of Pledge will be for the account
of the Pledgor.
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7.
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The
Pledgor, the Company and the Pledgee hereby waive, to the fullest extent
permitted by law, their right to rescind this deed pursuant to failure in
the performance of one or more of their obligations as referred to in
Section 6:265 of the Dutch Civil Code or on any other
ground.
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8.
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The
Pledgee shall not be obligated to give notice of a sale to someone other
than to the Pledgor as referred to in the Sections 3:249 and 3:252 of the
Dutch Civil Code.
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9.
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The
Pledgee shall not be responsible for any loss occasioned by the timing of
the exercise of its powers under this deed other than by virtue of its bad
faith, gross negligence or willful misconduct. The Pledgor shall indemnify
the Pledgee in respect of all liabilities and reasonable expenses incurred
by the Pledgee, in the execution of any rights, powers or discretions
vested in it pursuant hereto, save for liabilities and expenses arising
from the bad faith, gross negligence or willful misconduct of the
Pledgee.
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10.
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The
Pledgor is not entitled to file a request with the voorzieningenrechter of
the district court to sell the Shares in a manner which deviates from the
sale in public as referred to in Section 3:251 paragraph 1 of the Dutch
Civil Code.
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b.
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that
it has been informed of the provisions under which the Right of Pledge is
established, and fully cooperates with the implementation
thereof;
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c.
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that
no facts or circumstances are known to the Company, which in any way are
inconsistent with the warranties and declarations of the Pledgor stated in
this deed;
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d.
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it
shall register in the Company's shareholders' register that the Shares are
encumbered with a fifth priority right of pledge in favor of the Pledgee,
that, subject to the provisions of Article 3, the Pledgee has the Voting
Rights and to whom, the Pledgor or the Pledgee, the rights accrue which
the law attributes to holders of depositary receipts of shares in the
capital of a company which are issued with its
co-operation;
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e.
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that
all resolutions and approvals required from the Company for establishing a
fifth priority right of pledge on the Shares by the Pledgor in favor of
the Pledgee under the provisions contained in this deed, have been adopted
and received respectively;
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f.
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that
it is a private company with limited liability (besloten venootschap met
beperkte aansprakelijkheid), duly incorporated and validly existing
under the laws of the Netherlands and is registered in the Trade Register
under number 33246826 and that the information contained in the Trade
Register is correct and complete;
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g.
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that
the Company has not been dissolved, nor has a resolution to dissolve the
Company been approved nor has a petition been filed to dissolve the
Company, nor has a notice from the Chamber of Commerce pursuant to Section
2:19a paragraph 3 of the Dutch Civil Code been received;
and
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h.
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that
the Company has not been declared bankrupt, nor has a suspension of
payments, including any other types of regulations with similar legal
consequences been granted, nor have any petitions thereto been filed nor
are any such petitions
expected.
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/30/08 | 8-K | ||
| For Period End: | 3/31/08 | |||
| 7/21/06 | 8-K | |||
| List all Filings | ||||