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 2009
Exhibit
10.11
between
CME
MEDIA ENTERPRISES B.V.
and
and
THE
BANK OF NEW YORK MELLON
acting
through its London Branch
and
THE
LAW DEBENTURE TRUST CORPORATION p.l.c.
Dated 17
September 2009
THIS SECURITY ASSIGNMENT (the
"Assignment") is dated
made on the 17th
of September 2009
BETWEEN:
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(1)
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CME MEDIA ENTERPRISES B.V.,
a company organized under the laws of the Netherlands, and having
its registered office at ▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
("CME
ME");
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(2)
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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
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(3)
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THE BANK OF NEW YORK
MELLON, a company incorporated under the laws of the State of New
York, USA, acting through
its London Branch, which is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(the “2009 Note
Trustee”); and
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(4)
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THE LAW DEBENTURE TRUST
CORPORATION p.l.c., a company incorporated under the laws of the
England and having its registered office at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the "Assignee").
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Each a
"Party" and collectively
referred to as the "Parties".
BACKGROUND:
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(A)
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Each
Assignor (as such term is defined below) is entering into this Assignment
in connection with the Indenture (as such term is defined
below):
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(B)
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The
Assignee and each Assignor intend this document to take effect as a deed
(even though a Party may only execute it under
hand).
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IT IS
AGREED as follows:
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1.
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Interpretation
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1.1
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Capitalized
terms not otherwise defined herein shall, unless the context requires
otherwise, bear the meaning ascribed thereto in the
Indenture:
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"Assigned
Contract"
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means
the Framework Agreement, as amended or supplemented from time to
time;
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"Assigned
Rights"
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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;
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"Assignors"
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means
CME ME and CME Ltd and "Assignor" means, as
appropriate, CME ME or CME Ltd;
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"Business
Day"
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means,
in respect of any day, a day on which banks are generally open for
transactions in London and New York;
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"Election
Notice"
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has
the meaning given in Schedule 1 hereto;
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"Event of
Default"
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has
the meaning given in the Indenture;
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“Financing
Agreements”
"Framework
Agreement"
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means
the Indenture and the Security Documents;
means
the Framework Agreement among CME ME, CME Ltd and PPF dated December 13,
2004 as amended on May 2, 2005;
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“Indenture”
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means
the Indenture dated on or about the date hereof between CME Ltd., Central
European Media Enterprises NV, CME ME, the 2009 Note Trustee and the
Assignee;
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“Original
Contract Assignments”
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means
the Security Assignment dated May 5, 2005 between the Assignors and
JPMorgan Chase Bank, NA, London Branch, the Security Assignments dated May
16, 2007 between the Assignors and BNY Corporate Trustee Services Limited
and The Bank of New York and the Security Assignments dated
March 10, 2008 between the Assignors and the Bank of New York
;
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"PPF"
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means
JR Holdings Limited (formerly known as PPF (Cyprus) Limited), 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, ▇-▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, Cyprus. The name of the
company was changed from PPF (Cyprus) Limited on March 1,
2006;
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2
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"Prior
Assignments"
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means
the Assignments dated July 21, 2006 and August 22, 2007 between the
Assignors and European Bank for Reconstruction and
Development;
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"Receiver"
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has
the meaning given in Clause 8 hereof;
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"Secured
Liabilities"
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means
all present and future moneys, debts and liabilities due, owing or
incurred by the Assignors to the 2009 Note
Trustee or 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);
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"Security
Assets"
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means
the Assigned Rights, being the assets the subject of the security created
hereunder;
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"Security
Documents"
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has
the meaning given in the Indenture;
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"Security
Interest"
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means
any mortgage, pledge, lien, charge, assignment, hypothecation or security
interest or any other agreement or arrangement having the effect of
conferring security; and
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"Security
Period"
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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.
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3
1.2 Construction
In
construing this Assignment, unless otherwise specified:
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(a)
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references
to a "person" shall mean 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),
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(b)
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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,
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(c)
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references
to Clause and Schedule headings are for ease of reference
only
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(d)
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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
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(e)
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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.
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1.3
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Rights of Third
Parties
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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.
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2.
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Assignment
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(a)
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As
a continuing security for the payment, discharge and performance of all
the Secured Liabilities, at any time owed or due to the 2009 Note Trustee
or the Assignee, each Assignor unconditionally and irrevocably assigns and
agrees to assign absolutely with full title guarantee (save for those
security interests created by the Original Contract Assignments and the
Prior Assignments), its rights, title and interest in respect of the
Security Assets to and in favour of the
Assignee;
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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).
It is the
intention of CME Ltd on or about the date hereof to repay the loan which is
secured inter alia by
the Prior Assignments. By a Global Deed of Release made on or before
the date hereof, EBRD has agreed to release the Prior Assignments upon repayment
of such loan and upon such release the first paragraph of this sub-clause (a)
shall be read and construed as if the words “and the Prior Assignments” were
deleted and Clause 5(a) shall be read and construed as if the words “or the
Prior Assignments” were deleted.
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(b)
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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:
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4
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(i)
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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
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(ii)
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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.
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(c)
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Each
Assignor shall promptly execute all documents and do all things and take
whatever action the Assignee (acting on the instructions of the 2009 Note
Trustee) or a Receiver may reasonably require
to:
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(i)
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perfect
or protect the Security Interest created by this Assignment;
and
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(ii)
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facilitate
the realization 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;
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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 (acting on the instructions of the 2009 Note
Trustee) may think expedient.
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(d)
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Notwithstanding
anything contained herein:
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(i)
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the
Assignors shall remain liable under the Assigned Contract to perform all
the obligations assumed by them thereunder;
and
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(ii)
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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.
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(e)
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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.
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3.
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Preservation Of
Security
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3.1
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Continuing
security
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The
security constituted by this Assignment is continuing up to and including the
last day of the Security Period.
5
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3.2
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Additional
security
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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.
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4.
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Representations And
Warranties
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4.1
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Representations and
warranties
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Each
Assignor makes on the date hereof the representations and warranties set out in
this Clause 4 to the Assignee.
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4.2
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Powers and
authority
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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.
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4.3
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Legal
validity
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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.
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4.4
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Consents
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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.
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4.5
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No
Conflict
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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.
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5.
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Encumbrances And
Disposals
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Save for
those security interests, assignments or transfers which are 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
Indenture):
6
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(a)
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create
or permit to subsist any Security Interest upon all or any part of the
Security Assets other than the security created hereunder or under
the Original Contract Assignments or the Prior Assignments;
or
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(b)
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assign,
transfer or otherwise dispose of the Assigned Contract except in
circumstances contemplated in the Assigned
Contract.
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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 Indenture):
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(a)
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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
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(b)
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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.
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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 (acting on the
instructions of the 2009 Note Trustee) and at such time the Assignee (acting on
the instructions of the 2009 Note Trustee) 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:
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(a)
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to
take possession of, get in and collect the Security Assets, and to require
payment to it of any revenues deriving
therefrom;
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(b)
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to
recover and collect all receivables and to give a good receipt therefor on
behalf of each of the Assignors;
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(c)
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to
perform or vary any of the Assigned Rights and/or rights under the
Assigned Contract;
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(d)
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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;
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7
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(e)
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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;
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(f)
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to
bring, prosecute, enforce, defend and abandon actions, suits and
proceedings in relation to the Assigned Rights and/or the Assigned
Contract; and
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(g)
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to
set-off any moneys comprised in the Security Assets against such or any of
the Secured Liabilities.
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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
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(a)
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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.
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(b)
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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.
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(c)
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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 Indenture for such acts or defaults if performed by the
Assignee or be liable on any such contracts if made by the
Assignee.
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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:
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(a)
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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;
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8
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(b)
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in
or towards payment of the Secured Liabilities or such part of them as is
then due and payable; and
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(c)
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subject
to the terms of the Indenture, in payment of the surplus (if any) to the
Assignor entitled to it.
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10.
POWER
OF ATTORNEY
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(a)
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Each
Assignor hereby irrevocably appoints the following,
namely:
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(i)
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the
Assignee;
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(ii)
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each
and every person to whom the Assignee shall from time to time have
delegated the exercise of the power of attorney conferred by this Clause;
and
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(iii)
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any
Receiver appointed hereunder and for the time being holding office as
such;
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jointly
and also severally to be its attorney or attorneys and in its name and otherwise
on its behalf to do all acts and things and to sign, seal, execute, deliver,
perfect and do all deeds, instruments, documents, acts and things which may be
required for carrying out any obligation imposed on such Assignee by or pursuant
to this Security Assignment, for carrying any sale or other dealing by the
Assignee or such Receiver into effect, for conveying or transferring any legal
estate or other interest in the Security Assets, for getting in the Security
Assets, and generally for enabling the Assignee and the Receiver to exercise the
respective powers conferred on them by or pursuant to this Security Assignment
or by law. The Assignee shall have full power to delegate the power
conferred on it by this Clause, but no such delegation shall preclude the
subsequent exercise of such power by the Assignee itself or preclude the
Assignee from making a subsequent delegation thereof to some other person; any
such delegation may be revoked by the Assignee at any time.
(b) The
power of attorney hereby granted is as regards the Assignee, its delegates and
any such receiver (and each of the Assignors hereby acknowledges) granted
irrevocably and for value as part of the security constituted by this Security
Assignment to secure proprietary interests in and the performance of obligations
owed to the respective donees within the meaning of the Power of ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇.
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11.
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FURTHER
POWERS OF THE ASSIGNEE
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The
Assignee may, at any time when an Event of Default is continuing which has not
been waived by the Assignee (acting on the instructions of the 2009 Note
Trustee) :
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(i)
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ask,
require, demand, receive and give acquittance for any sum forming part of
the Security Assets;
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9
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(ii)
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endorse
any cheques or other instruments or orders in connection therewith;
and
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(iii)
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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.
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12.
Waivers and Remedies Cumulative
The
rights of the Assignee under this Assignment:
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(a)
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may
be exercised as often as necessary;
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(b)
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are
cumulative and are not exclusive of its rights under general law;
and
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(c)
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may
be waived only in writing and
specifically.
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Delay in
exercising or non-exercise of any such right is not a waiver of that
right.
13.
Changes to the Parties
Subject
to and in accordance with the terms of the Indenture, 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.
14.
Severability
If a
provision of this Assignment is or becomes illegal, invalid or unenforceable in
any jurisdiction, that shall not affect or impair:
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(a)
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the
validity, legality or enforceability in that jurisdiction of any other
provision of this Assignment; or
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(b)
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the
validity, legality or enforceability in other jurisdictions of that or any
other provision of this Assignment.
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15.
Costs and Expenses
Subject
to the terms of or any limitations set out in the Indenture, 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 and/or secured and/or pre-funded to its reasonable satisfaction
for so doing.
10
16.
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.
17.
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.
18.
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.
19.
Notices
Any
notice, application or other communication to be given or made under this
Assignment to the Assignee, the 2009 Note Trustee 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:
▇▇▇
▇▇ ▇▇▇ ▇▇▇▇
11
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:
▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇
For the
2009 Note Trustee:
The Bank
of New York Mellon
One
Canada Square
▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
Attn:
Corporate
Trust Services
Fax:
▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇
For the
Assignee:
The Law
Debenture Trust Corporation p.l.c. .
▇▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
Attn:
The
Manager, Commercial Trusts
Fax:
▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇
20.
Governing Law
This
Assignment shall be governed by and construed in accordance with the laws of
England and Wales.
12
21.
Jurisdiction
|
21.1
|
Each
of the Parties hereby irrevocably agrees that the courts of England are to
have exclusive jurisdiction to settle any
disputes:
|
|
|
(a)
|
arising
under or in connection with this Assignment;
or
|
|
|
(b)
|
arising
or in connection with the negotiation, legal validity or legal
enforceability of this Assignment,
|
whether
the same shall or shall be alleged to arise under, or be governed by, the laws
of England or of any other jurisdiction.
|
21.2
|
Each
Party hereby:
|
(a)
waives
objection to the English courts on the ground of forum non conveniens or
inappropriate forum or otherwise in connection with any dispute described in
Clause 21.1; and
(b)
agrees
that a judgment or order of an English court in such a dispute is conclusive and
binding on such party and may be enforced against it in the courts of any other
jurisdiction.
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21.3
|
Each
Assignor hereby irrevocably designates, appoints and empowers CME
Development Corporation 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 this Security Assignment. 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 this Security Assignment
and shall keep the Assignee advised of the identity and location of such
agent.
|
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.
13
EXECUTED as a Deed for and on
behalf of
CME
MEDIA ENTERPRISES B.V.
By: /s/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Managing Director
EXECUTED as a Deed for and on
behalf of
By: /s/ ▇▇▇▇▇▇▇
▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Chief Financial Officer
EXECUTED
as a Deed
THE
BANK OF NEW YORK MELLON
acting by
its duly authorised signatory:
By: /s/ ▇▇▇▇▇
▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior
Associate
EXECUTED as a Deed for and on
behalf of
THE
LAW DEBENTURE TRUST
CORPORATION
p.l.c.
By: /s/ ▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Title:
Director
By: /s/ ▇▇▇▇▇▇▇
▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Director
14
SCHEDULE
1
Form
of Notice of Assignment
|
From:
|
CME
MEDIA ENTERPRISES B.V.; and CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(together the "Assignors");
and
|
|
THE LAW
DEBENTURE TRUST CORPORATION p.l.c. (the "Assignee")
|
To:
|
JR
HOLDINGS LIMITED (formerly known as PPF (CYPRUS)
LIMITED)
|
Date
September [ ], 2009
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 dated September [ ], 2009 (the "New
Assignment") between the ourselves, The Bank of New York
Mellon acting through its London Branch and The Law Debenture Trust Corporation
p.l.c. Pursuant to the New 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:
(i) the
Security Assignment dated May 5, 2005 between the Assignors and JPMorgan Chase
Bank, N.A., London Branch;
(ii) the
Security Assignment dated May 16, 2007 between the Assignors, BNY Corporate
Trustee Services Limited and The Bank of New York ;
(iii) the
Security Assignment dated March 10, 2008 between the Assignors and The Bank of
New York; and
(iv) the
Assignments dated July 21, 2006 and August 22, 2007 each made between the
Assignors and European Bank for Reconstruction and Development(“EBRD”) (together, the “Prior
Assignments”).
The terms
of this Notice shall be subject only to the rights of the assignees of the
Assignments listed above. Central European Media Enterprises Ltd has repaid to
EBRD the loan which was inter alia secured by the Prior Assignments and EBRD has
agreed to release the security constituted by the Prior
Assignments. Upon such release the Prior Assignments shall be of no
effect and this Notice should be read and construed as if item (iv) were
deleted.
15
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"):
|
|
|
(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.
|
16
Please
sign the enclosed acknowledgment of this Notice of Assignment and send it to the
Assignee at:
The Law
Debenture Trust Corporation p.l.c. .
▇▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
Attn: The
Manager, Commercial Trusts
Fax: ▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇
This
letter is governed by English law.
Yours
faithfully,
................................................................
For and
on behalf of
CME MEDIA
ENTERPRISES B.V.
................................................................
For and
on behalf of
................................................................
For and
on behalf of
THE LAW
DEBENTURE TRUST CORPORATION p.l.c.
17
SCHEDULE
2
Form
of Acknowledgment of Assignment
|
From:
|
JR
HOLDINGS LIMITED (formerly known as PPF (CYPRUS)
LIMITED)
|
|
To:
|
THE
LAW DEBENTURE TRUST CORPORATION p.l.c. (the "Assignee")
|
|
Copy:
|
CME
MEDIA ENTERPRISES B.V. and
|
Date:
[ ]
2009
Dear
Sirs,
ACKNOWLEDGMENT
OF NOTICE OF ASSIGNMENT OF FRAMEWORK AGREEMENT
We refer
to a letter dated
[ ] September
2009 (the "Notice of
Assignment") from CME Media Enterprises B.V. and Central European Media
Enterprises Ltd. as the Assignors and The Law Debenture Trust Corporation p.l.c.
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
JR
HOLDINGS LIMITED
18