CONTRACT ASSIGNMENT between CME MEDIA ENTERPRISES B.V. and CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. and EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated - July 21, 2006
(Operation
Number - 36371)
between
CME
MEDIA ENTERPRISES B.V.
and
and
EUROPEAN
BANK
FOR
RECONSTRUCTION AND DEVELOPMENT
Dated
-
July
21, 2006
i
INDEX
|
Clause
|
Page
|
|
|
1.
|
Interpretation
|
3
|
|
2.
|
Assignment
|
5
|
|
3.
|
Preservation
Of Security
|
7
|
|
4.
|
Representations
And Warranties
|
7
|
|
5.
|
Encumbrances
And Disposals
|
8
|
|
6.
|
Undertakings
|
8
|
|
7.
|
Enforcement
Of Security
|
8
|
|
8.
|
Receiver
|
9
|
|
9.
|
Application
Of Proceeds
|
9
|
|
10.
|
Power
Of Attorney
|
10
|
|
11.
|
Waivers
and Remedies
|
10
|
|
12.
|
Changes
to the Parties
|
11
|
|
13.
|
Severability
|
11
|
|
14.
|
Costs
and Expenses
|
11
|
|
15.
|
Counterparts
|
11
|
|
16.
|
Release
|
11
|
|
17.
|
English
Language
|
12
|
|
18.
|
Notices
|
12
|
|
19.
|
Privileges
and Immunities
|
13
|
|
20.
|
Waiver
of Sovereign Immunity
|
13
|
|
21.
|
Governing
Law
|
13
|
|
22.
|
Jurisdiction
|
13
|
|
SCHEDULE
1 Form of Notice of Assignment
|
18
|
|
|
SCHEDULE
2 Form of Acknowledgment of Assignment
|
21
|
|
ii
THIS
CONTRACT ASSIGNMENT
(the
"Assignment")
is
dated July
21,
2006,
BETWEEN:
|
(1)
|
CME
MEDIA ENTERPRISES B.V., a
company organized under the laws of the Netherlands, and having its
registered office at ▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
("CME
ME");
|
|
(2)
|
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD., a
company incorporated under the laws of Bermuda, and having
its registered office at Clarendon House, 2 Church Street, ▇▇▇▇▇▇▇▇,
▇▇ 11
Bermuda ("CME
Ltd");
and
|
|
(3)
|
EUROPEAN
BANK FOR RECONSTRUCTION AND DEVELOPMENT (the
"Assignee").
|
Each
a
"Party"
and
collectively referred to as the "Parties".
BACKGROUND:
|
(A)
|
Each
Assignor (as such term is defined below) is entering into this Assignment
in connection with the Loan Agreement (as such term is defined
below):
|
|
(B)
|
The
Assignee and each Assignor intend this document to take effect as
a deed
(even though a Party may only execute it under
hand).
|
IT
IS
AGREED as follows:
|
1.
|
INTERPRETATION
|
|
1.1
|
Capitalized
terms not otherwise defined herein shall, unless the context requires
otherwise, bear the meaning ascribed thereto in the Loan
Agreement:
|
|
"Assigned
Contract"
|
means
the Framework Agreement, as amended or supplemented from time to
time;
|
|
"Assigned
Rights"
|
means
all present and future rights, title and interest of each Assignor
in,
under and to the Framework Agreement including, without limitation,
the
right of each Assignor to receive all amounts payable under the Framework
Agreement and all present and future claims, causes of action, payments
and proceeds in respect thereof, whether now or in the future;
|
|
"Assignors"
|
means
CME ME and CME Ltd and "Assignor"
means, as appropriate, CME ME or CME
Ltd;
|
|
"Business
Day"
|
means,
in respect of any day, a day on which banks are generally open for
transactions in London and New
York;
|
|
"Election
Notice"
|
has
the meaning given in Schedule 1
hereto;
|
|
"Event
of Default"
|
has
the meaning given in the Loan
Agreement;
|
|
"Framework
Agreement"
|
means
the Framework Agreement among CME ME, CME Ltd and PPF dated December
13,
2004 as amended on May 2, 2005;
|
|
"Loan
Agreement"
|
means
the Loan Agreement dated on or about the date hereof between
CME Ltd. and the Assignee;
|
|
"PPF"
|
means
PPF (Cyprus) Ltd, a
company organized under the laws of the Republic of Cyprus with registered
number HE 92433, and having its registered office at Arch. Makariou
III,
▇-▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇;
|
|
"Receiver"
|
has
the meaning given in Clause 8
hereof;
|
|
"Secured
Liabilities"
|
means
all present and future moneys, debts and liabilities due, owing or
incurred by the Assignors to the Assignee under or in connection
with the
Financing Agreements (in each case, whether alone or jointly, or
jointly
and severally, with any other person, whether actually or contingently
and
whether as principal, surety or
otherwise);
|
|
"Security
Assets"
|
means
the Assigned Rights, being the assets the subject of the security
created
hereunder;
|
|
"Security
Documents"
|
has
the meaning given in the Loan
Agreement;
|
|
"Security
Interest"
|
means
any mortgage, pledge, lien, charge, assignment, hypothecation or
security
interest or any other agreement or arrangement having the effect
of
conferring security; and
|
|
"Security
Period"
|
means
in respect of the Security Assets, the period beginning on the date
hereof
and ending on the date upon which all the Secured Liabilities which
have
arisen have been unconditionally and irrevocably paid and discharged
in
full or the security created hereby has been unconditionally and
irrevocably released and
discharged.
|
4
|
1.2
|
Construction
|
In
construing this Assignment, unless otherwise specified:
|
(a)
|
references
to a "person" shall means any individual, firm, company, government,
state
or agency of a state, local or municipal authority, or any joint
venture
association or partnership (whether or not having separate legal
personality),
|
|
(b)
|
references
to this Assignment, the other Financing Agreements or any other document
referred to herein is a reference to this Assignment, the other Financing
Agreements or such other document as amended, varied, novated or
supplemented at any time,
|
|
(c)
|
references
to Clause and Schedule headings are for ease of reference
only
|
|
(d)
|
any
reference to the "Assignee" or the "Assignor" shall include its and
any
subsequent successors and any permitted transferees in accordance
with
their respective interests; and
|
|
(e)
|
an
amount shall be considered to be "irrevocably paid" if it is not
capable
of being avoided or reduced by virtue of any bankruptcy, insolvency,
liquidation or similar laws.
|
|
1.3
|
Rights
of Third Parties
|
A
person
who is not a party to this Assignment has no right under the Contracts (Rights
of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this Assignment.
|
2.
|
ASSIGNMENT
|
|
(a)
|
As
a continuing security for the payment, discharge and performance
of all
the Secured Liabilities, at any time owed or due to the Assignee,
each
Assignor unconditionally and irrevocably assigns and agrees to assign
absolutely with full title guarantee (save for those security interests
already created and existing and notified to the Assignee), its rights,
title and interest in respect of the Security Assets to and in favour
of
the Assignee;
|
provided
that forthwith upon the expiry of the Security Period, the Assignee shall,
at
the request and expense of the Assignors, (without warranty or other liability)
re-assign to each Assignor the items assigned by such Assignor pursuant to
this
Clause 2
(Assignment).
5
|
(b)
|
The
Assignors and the Assignee shall forthwith give notice of the assignment,
to be effected in accordance with Clause 2(a),
of the Assignors’ rights, title and interest in and to the Security Assets
by:
|
|
(i)
|
sending
a notice of assignment to PPF substantially in the form set out in
Schedule
1
with such amendments as the Assignee may agree;
and
|
|
(ii)
|
the
Assignors using their best endeavours to procure that PPF acknowledges
the
notice of assignment substantially in the form set out in Schedule
2
with such amendments as the Assignee may
agree.
|
|
(c)
|
Each
Assignor shall promptly execute all documents and do all things and
take
whatever action the Assignee or a Receiver may reasonably require
to:
|
|
(i)
|
perfect
or protect the Security Interest created by this Assignment;
and
|
|
(ii)
|
facilitate
the realisation of any Security Asset or the exercise of any right,
power
or discretion exercisable by the Assignee or any Receiver or any
of its or
their delegates or sub-delegates in respect of any Security
Asset,
|
including,
without limitation, the execution of any transfer, conveyance, assignment or
assurance of any property whether to the Assignee or to its nominees, and the
giving of any notice, order, or direction and the making of any registration,
which in any case, the Assignee may think expedient.
|
(d)
|
Notwithstanding
anything contained herein:
|
|
(i)
|
the
Assignors shall remain liable under the Assigned Contract to perform
all
the obligations assumed by them thereunder;
and
|
|
(ii)
|
the
Assignee shall not be under any obligations or liability under the
Assigned Contract, other than in connection with exercising its rights
thereunder or be liable to make any payment
thereunder.
|
|
(e)
|
The
Parties agree that at any time other than when an Event of Default
has
occurred and is continuing, the Assignors shall be permitted to exercise
each of the Assigned Rights without
restriction.
|
6
|
3.
|
PRESERVATION
OF SECURITY
|
|
3.1
|
Continuing
security
|
The
security constituted by this Assignment is continuing up to and including the
last day of the Security Period.
|
3.2
|
Additional
security
|
The
security constituted by this Assignment is in addition to and is not in any
way
prejudiced by any other security now or subsequently held by the Assignee for
any Secured Liability.
|
4.
|
REPRESENTATIONS
AND WARRANTIES
|
|
4.1
|
Representations
and warranties
|
Each
Assignor makes on the date hereof the representations and warranties set out
in
this Clause 4
(Representations and Warranties) to the Assignee.
|
4.2
|
Powers
and authority
|
It
has
the power to enter into and perform, and has taken all necessary action to
authorise the entry into, performance and delivery of, this Assignment and
the
transactions contemplated by this Assignment.
|
4.3
|
Legal
validity
|
This
Assignment constitutes, or when executed in accordance with its terms will
constitute, its legal, valid and binding obligation enforceable in accordance
with its terms and as at the date of this Assignment, neither Assignor is in
material breach of the Assigned Contract.
|
4.4
|
Consents
|
To
the
best of its knowledge and belief all authorisations required or advisable in
connection with the entry into, performance, validity and enforceability of
this
Assignment have been obtained or effected and are in full force and
effect.
|
4.5
|
No
Conflict
|
The
entry
into and performance by it of this Assignment do not and will not:
|
(a)
|
conflict
with any law or regulation or judicial or official order;
|
|
(b)
|
conflict
with its constitutional documents;
or
|
|
(c)
|
conflict
with any document which is binding upon it or its
assets.
|
7
|
5.
|
ENCUMBRANCES
AND DISPOSALS
|
Save
for
those security interests, assignments or transfers already created and existing,
each Assignor undertakes with the Assignee that on and from the date hereof
and
until the end of the Security Period, it will not (except with the prior written
consent of the Assignee or as otherwise permitted pursuant to the Loan
Agreement):
|
(a)
|
create
or permit to subsist any Security Interest upon all or any part of
the
Security Assets other than the security created hereunder;
or
|
|
(b)
|
assign,
transfer or otherwise dispose of the Assigned Contract except in
circumstances contemplated in the Assigned
Contract.
|
|
6.
|
UNDERTAKINGS
|
Each
Assignor undertakes to the Assignee that until the end of the Security Period
(except with the prior written consent of the Assignee or as otherwise permitted
pursuant to the Loan Agreement):
|
(a)
|
it
shall not do or permit to be done anything which would materially
prejudice the rights of the Assignee in the Security Assets (except
as
expressly contemplated in the Assigned Contract);
and
|
|
(b)
|
it
shall not vary or amend any material provisions of the Assigned Contract
in any way that is materially adverse to the interests of the Assignee
pursuant to this Assignment.
|
|
7.
|
ENFORCEMENT
OF SECURITY
|
|
7.1
|
Enforcement
|
This
security shall be immediately enforceable at any time when an Event of Default
is continuing and has not been waived by the Assignee and at such time the
Assignee shall be entitled without notice immediately to put into force and
exercise all the powers and remedies possessed by it according to law as
mortgagee and chargee of the Security Assets as and when it may see fit (so
that
sections 93 and 103 of the Law of Property Act, 1925 shall not apply to this
security) and in particular:
|
(a)
|
to
take possession of, get in and collect the Security Assets, and to
require
payment to it of any revenues deriving
therefrom;
|
|
(b)
|
to
recover and collect all receivables and to give a good receipt therefor
on
behalf of each of the Assignors;
|
|
(c)
|
to
perform or vary any of the Assigned Rights and/or rights under the
Assigned Contract;
|
8
|
(d)
|
subject
to the terms of the Assigned Contract, to assign any part or all
of the
Security Assets to any person on such terms as the Assignee considers
appropriate;
|
|
(e)
|
to
settle, adjust, refer to arbitration, compromise and arrange any
claims,
accounts, disputes, questions and demands with or by any person who
is or
claims to be a creditor of either Assignor or relating to the Assigned
Rights and/or the Assigned
Contract;
|
|
(f)
|
to
bring, prosecute, enforce, defend and abandon actions, suits and
proceedings in relation to the Assigned Rights and/or the Assigned
Contract; and
|
|
(g)
|
to
set-off any moneys comprised in the Security Assets against such
or any of
the Secured Liabilities.
|
|
7.2
|
Acknowledgment
|
The
Assignee acknowledges and agrees that it shall not serve an Election Notice
unless the security is enforceable in accordance with Clause 7.1.
|
8.
|
RECEIVER
|
|
(a)
|
In
addition to the powers conferred above, at any time when the security
hereby created is enforceable the Assignee may appoint in writing
a
receiver or a receiver and manager (a "Receiver")
of all or any part of the Security Assets and remove any Receiver
so
appointed and appoint another in his place and may from time to time
fix
the remuneration of any such
Receiver.
|
|
(b)
|
The
Assignee may by instrument in writing delegate to any such Receiver
all or
any of the rights, powers and discretions vested in it by this
Assignment.
|
|
(c)
|
Such
Receiver shall be the agent of the Assignor but notwithstanding this
position, as between the Assignors and the Assignee, the Assignee
shall be
responsible for his acts and defaults and be liable on any contracts
made
by him, save to the extent that the Assignors would be responsible
pursuant to the Loan Agreement for such acts or defaults if performed
by
the Assignee or be liable on any such contracts if made by the
Assignee.
|
|
9.
|
APPLICATION
OF PROCEEDS
|
Any
moneys received by the Assignee or any Receiver after the security constituted
by this Assignment has become enforceable shall be applied in the following
order of priority:
9
|
(a)
|
in
satisfaction of, or provision for, all costs and expenses incurred
by the
Assignee or any Receiver (including but not limited to costs and
expenses
incurred by the Assignee or any Receiver in the course of exercising
any
rights hereunder) and of all remuneration due to any Receiver under
this
Assignment;
|
|
(b)
|
in
or towards payment of the Secured Liabilities or such part of them
as is
then due and payable; and
|
|
(c)
|
subject
to the terms of the Loan Agreement, in payment of the surplus (if
any) to
the Assignor entitled to it.
|
|
10.
|
POWER
OF ATTORNEY
|
|
(a)
|
Each
Assignor hereby by way of security for the ultimate balance of the
Secured
Liabilities irrevocably appoints the Assignee and any Receiver appointed
by the Assignee jointly or severally as its attorney(s) on its behalf
and
in its name to exercise the rights (to the extent that such rights
are
enforceable at the relevant time) conferred on the Assignee pursuant
to
this Assignment in relation to the Security
Assets.
|
|
(b)
|
The
Assignee may, at any time when an Event of Default is continuing
which has
not been waived by the Assignee:
|
|
(i)
|
ask,
require, demand, receive and give acquittance for any sum forming
part of
the Security Assets;
|
|
(ii)
|
endorse
any cheques or other instruments or orders in connection therewith;
and
|
|
(iii)
|
make
any claims or take any action or institute any proceedings which
may be
necessary or advisable to protect the interests of the Assignee in
all or
any part of the Security Assets.
|
|
11.
|
WAIVERS
AND REMEDIES CUMULATIVE
|
The
rights of the Assignee under this Assignment:
|
(a)
|
may
be exercised as often as necessary;
|
|
(b)
|
are
cumulative and are not exclusive of its rights under general law;
and
|
|
(c)
|
may
be waived only in writing and
specifically.
|
Delay
in
exercising or non-exercise of any such right is not a waiver of that
right.
10
|
12.
|
CHANGES
TO THE PARTIES
|
Subject
to and in accordance with the terms of the Loan Agreement, the Assignee may
assign, transfer, novate or dispose of its rights and/or obligations under
this
Assignment. This Assignment shall remain in effect despite any amalgamation
or
merger (however effected) relating to the Assignee, and references to the
Assignee shall be deemed to include any person who, under the laws of its
jurisdiction of incorporation or domicile, has assumed the rights and
obligations of the Assignee under this Assignment or to which, under such laws,
those rights and obligations have been transferred.
|
13.
|
SEVERABILITY
|
If
a
provision of this Assignment is or becomes illegal, invalid or unenforceable
in
any jurisdiction, that shall not affect or impair:
|
(a)
|
the
validity, legality or enforceability in that jurisdiction of any
other
provision of this Assignment; or
|
|
(b)
|
the
validity, legality or enforceability in other jurisdictions of that
or any
other provision of this Assignment.
|
|
14.
|
COSTS
AND EXPENSES
|
Subject
to the terms of or any limitations set out in the Loan Agreement, the Assignors
shall, within three Business Days of demand by the Assignee, indemnify the
Assignee for all costs and expenses reasonably and properly incurred by the
Assignee in connection with (a) the execution of this Assignment or otherwise
in
relation to it, (b) the perfection or enforcement of the security constituted
by
this Assignment or (c) the exercise of any of the rights accruing to the
Assignee under this Assignment, and neither the Assignee nor any Receiver
appointed hereunder shall be obliged to take any action hereunder unless it
has
been indemnified to its reasonable satisfaction for so doing.
|
15.
|
COUNTERPARTS
|
This
Assignment may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this
Assignment.
|
16.
|
RELEASE
|
Upon
the
expiry of the Security Period (but not otherwise), the Assignee shall at the
request of either Assignor, execute and do all such deeds, acts and things
as
may be necessary to release the Security Assets from the security constituted
by
this Assignment.
11
|
17.
|
ENGLISH
LANGUAGE
|
All
documents to be furnished or communications to be given or made under this
Assignment shall be in the English language or, if in another language, shall
be
accompanied by a translation into English certified by the Party providing
such
document, which translation shall be the governing version between the Assignors
and the Assignee.
|
18.
|
NOTICES
|
Any
notice, application or other communication to be given or made under this
Assignment to the Assignee or to the Assignors shall be in writing. Such notice,
application or other communication shall be deemed to have been duly given
or
made when it is delivered by hand, courier or facsimile transmission to the
Party to which it is required or permitted to be given or made at such Party's
address specified below or at such other address as such Party designates by
notice to the Party giving or making such notice, application or other
communication.
For
CME
ME:
▇▇▇
▇▇
▇▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
|
Attn:
|
Managing
Director
|
|
Fax:
|
▇▇▇
▇▇ ▇▇▇ ▇▇▇▇
|
With
a
copy to:
c/o
CME
Development Corporation
▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
Attn:
|
General
Counsel
|
|
Fax:
|
▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇
|
For
CME
Ltd:
c/o
CME
Development Corporation
▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
Attn:
|
General
Counsel
|
|
Fax:
|
▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇
|
12
For
the
Assignee:
European
Bank for Reconstruction and Development
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
Attn:
|
Operation
Administration Unit
|
|
Fax:
|
▇▇▇-▇▇-▇▇▇▇-▇▇▇▇
|
|
19.
|
PRIVILEGES
AND IMMUNITIES
|
Nothing
in this Assignment shall be construed as a waiver, renunciation or other
modification of any immunities, privileges or exemptions of the Assignee
accorded under the Agreement Establishing the European Bank for Reconstruction
and Development, international convention or any applicable law.
|
20.
|
WAIVER
OF SOVERIGN IMMUNITY
|
Each
Assignor represents and warrants that this Assignment and the incurring by
each
Assignor of the obligations hereunder are commercial rather than public or
governmental acts and that such Assignor is not entitled to claim immunity
from
legal proceedings with respect to itself or any of its assets on the grounds
of
sovereignty or otherwise under any law or in any jurisdiction where an action
may be brought for the enforcement of any of the obligations arising under
or
relating to this Assignment. To the extent that the Assignors or any of their
assets has or hereafter may acquire any right to immunity from set-off, legal
proceedings, attachment prior to judgement, other attachment or execution of
judgement on the grounds of sovereignty or otherwise, each Assignor hereby
irrevocably waives such rights to immunity in respect of its obligations arising
under or relating to this Assignment.
|
21.
|
GOVERNING
LAW
|
This
Assignment shall be governed by and construed in accordance with the laws of
England and Wales.
|
22.
|
JURISDICTION
|
13
|
(a)
|
Any
dispute, controversy or claim arising out of or relating to this
Assignment, or the breach, termination or invalidity hereof, shall
be
settled by arbitration in accordance with the UNCITRAL Arbitration
Rules
as at present in force. There shall be one arbitrator and the appointing
authority shall be the London Court of International Arbitration.
The seat
and place of arbitration shall be London, England and the English
language
shall be used throughout the arbitral proceedings. The Parties hereby
waive any rights under the Arbitration ▇▇▇ ▇▇▇▇ or otherwise to appeal
any
arbitration award to, or to seek a determination of a preliminary
point of
law by, the courts of England. The arbitral tribunal shall not be
authorised to take or provide, and the Assignors agree that it shall
not
seek from any judicial authority, any interim measures of protection
or
pre-award relief against the Assignee, any provisions of UNCITRAL
Arbitration Rules notwithstanding. The arbitral tribunal shall have
authority to consider and include in any proceeding, decision or
award any
further dispute properly brought before it by the Assignee (but no
other
party) insofar as such dispute arises out of any Financing Agreement,
but,
subject to the foregoing, no other parties or other disputes shall
be
included in, or consolidated with, the arbitral proceedings.
|
|
(b)
|
Notwithstanding
Clause 22(a), this Assignment and the other Financing Agreements,
and any
rights of the Assignee arising out of or relating to this Assignment
or
any other Financing Agreement, may, at the option of the Assignee,
be
enforced by the Assignee in the courts of Netherlands, Bermuda, or
England
or in any other courts having jurisdiction. For the benefit of the
Assignee, each Assignor hereby irrevocably submits to the non-exclusive
jurisdiction of the courts of England with respect to any dispute,
controversy or claim arising out of or relating to this Assignment
or any
other Financing Agreement, or the breach, termination or invalidity
hereof
or thereof. Each Assignor hereby irrevocably designates, appoints
and
empowers CME Development Corp. at its registered office (being, on
the
date hereof, at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇)
to
act as its authorised agent to receive service of process and any
other
legal summons in England for purposes of any legal action or proceeding
brought by the Assignee in respect of any Financing Agreement. Each
Assignor hereby irrevocably consents to the service of process or
any
other legal summons out of such courts by mailing copies thereof
by
registered airmail postage prepaid to its address specified herein.
Each
Assignor covenants and agrees that, so long as it has any obligations
under this Assignment, it shall maintain a duly appointed agent to
receive
service of process and any other legal summons in England for purposes
of
any legal action or proceeding brought by the Assignee in respect
of any
Financing Agreement and shall keep the Assignee advised of the identity
and location of such agent. Nothing herein shall affect the right
of the
Assignee to commence legal actions or proceedings against the Assignors
in
any manner authorised by the laws of any relevant jurisdiction. The
commencement by the Assignee of legal actions or proceedings in one
or
more jurisdictions shall not preclude the Assignee from commencing
legal
actions or proceedings in any other jurisdiction, whether concurrently
or
not. Each Assignor irrevocably waives any objection it may now or
hereafter have on any grounds whatsoever to the laying of venue of
any
legal action or proceeding and any claim it may now or hereafter
have that
any such legal action or proceeding has been brought in an inconvenient
forum.
|
|
(c)
|
The
Assignors agree to the provisions of this Clause 22 solely because
the
counterparty to this Agreement as at the date hereof is the
Assignee.
|
14
IN
WITNESS WHEREOF,
the
parties hereto, acting through their duly authorised representatives, have
caused this Assignment to be signed as a Deed in their respective names as
of
the date first above written.
EXECUTED
as a Deed for
and
on behalf of
CME
MEDIA ENTERPRISES B.V.
|
By:
|
/s/
▇▇▇▇▇▇▇ van Spaendonck
|
|
|
Name:
▇▇▇▇▇▇▇ van Spaendonck
|
||
|
Title:
Managing Director
|
|
By:
|
/s/
Henk van Wijlen
|
|
|
Name:
Pan-Invest,
B.V.
|
||
|
Title:
Managing Director
|
15
THE
COMMON SEAL OF
was
hereto affixed in the presence of
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
|
||
|
Title:
Chief Executive Officer
|
16
EXECUTED
as a Deed for
and
on behalf of
EUROPEAN
BANK FOR RECONSTRUCTION AND DEVELOPMENT
|
By:
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
||
|
Title:
Acting Director - Telecoms, Informatics and
Media
|
||
17
SCHEDULE
1
Form of Notice of Assignment
|
From:
|
CME
MEDIA ENTERPRISES B.V.; and
|
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD. (together the "Assignors");
and
EUROPEAN
BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Assignee")
|
To:
|
PPF
(CYPRUS) LTD
|
Date:
l
Dear
Sirs,
NOTICE
OF ASSIGNMENT OF FRAMEWORK AGREEMENT (the "Contract")
We
hereby
give you notice that we, the Assignors and the Assignee, have entered into
a
security assignment (the "Assignment")
dated
July
21,
2006.
Pursuant to the Assignment, the Assignors have assigned to the Assignee all
of
their present and future rights, benefits, interests and claims under and in
respect of the Contract, subject only to the Security Assignment dated
May 5, 2005 (the "Prior
Assignment")
between the Assignors and JPMorgan Chase Bank, N.A., London Branch (the
"Security
Trustee").
The
terms of this notice shall be subject only to the rights of the Security Trustee
under the Prior Assignment.
Please
note the following:
|
(1)
|
The
Assignors continue to be solely responsible to you for the performance
of
their obligations under the Contract and the Assignee shall not be
under
any obligation or liability under the Contract by reason of the Assignment
or anything arising therefrom.
|
|
(2)
|
From
the date hereof you should perform all of your obligations under
the
Contract (including the making of any payments pursuant to the Contract)
in accordance with these
instructions.
|
|
(3)
|
The
Assignee has agreed that until such time when the Assignee has delivered
to you written notice of its election to exercise the Assignors’ rights
under the Contract (an "Election
Notice"):
|
18
|
(i)
|
you
should continue to pay to the Assignors any sums which you may become
obliged to pay to each of them under the
Contract,
|
|
(ii)
|
each
Assignor shall remain entitled to exercise all of its rights, powers
and
discretions relating to the Contract without any restriction and
without
the consent of the Assignee,
|
|
(iii)
|
each
Assignor shall remain entitled to deal with you in respect of any
provision of the Contract or give consent relating to any provision
of the
Contract without the prior consent of the Assignee;
and
|
|
(iv)
|
you
should continue to give notices in relation to the Contract to the
Assignors.
|
|
(4)
|
The
Assignors instruct you, at any time after the Assignee has delivered
to
you an Election Notice, to comply with any payment or other instructions
contained therein or in any subsequent written notice to you from
the
Assignee, including without limitation any instruction to pay to
such
account as the Assignee may nominate the full amount of any sums
which you
may become obliged to pay to the Assignors under the Contract, provided
always that any such instructions do not exceed the rights of the
Assignors pursuant to the Contract.
|
|
(5)
|
Save
as set out above, the Assignment does not affect your rights or
obligations under the Contract.
|
Please
sign the enclosed acknowledgment of this Notice of Assignment and send it to
the
Assignee at EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT at:
European Bank for Reconstruction and Development
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
Attention:
|
Operation
Administration Unit
|
|
Fax:
|
▇▇▇-▇▇-▇▇▇▇-▇▇▇▇
|
This
letter is governed by English law.
Yours
faithfully,
For
and
on behalf of
CME
MEDIA
ENTERPRISES B.V.
19
For
and
on behalf of
For
and
on behalf of
EUROPEAN
BANK FOR RECONSTRUCTION AND DEVELOPMENT
20
SCHEDULE
2
Form
of Acknowledgment of Assignment
|
From:
|
PPF
(CYPRUS) LTD
|
|
To:
|
EUROPEAN
BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Assignee")
|
|
Copy:
|
CME
MEDIA ENTERPRISES B.V. and
|
Date:
l
Dear
Sirs,
ACKNOWLEDGMENT
OF NOTICE OF ASSIGNMENT OF FRAMEWORK AGREEMENT
We
refer
to a letter dated l
(the
"Notice
of Assignment")
from
CME Media Enterprises B.V. and Central European Media Enterprises Ltd. as the
Assignors and European Bank for Reconstruction and Development as the Assignee
to us notifying us of the Assignment therein specified.
We
acknowledge that we have been given notice of and consent to the Assignment.
This
letter is governed by English law.
Yours
faithfully,
For
and
on behalf of
PPF
(CYPRUS) LTD
21