Exhibit 10.13
Execution Copy
PLEDGE AGREEMENT
on
SHARES
in
CENTRAL EUROPEAN MEDIA
ENTERPRISES N.V.
Dated September 17,
2009
among
Central European Media
Enterprises Ltd.
as the Pledgor
The Law Debenture Trust
Corporation p.l.c.
as the Pledgee
The Bank of New York Mellon,
acting through its London Branch
as the Note Trustee
and
Central European Media
Enterprises N.V.
as the Company
THIS PLEDGE
AGREEMENT is made this
seventeenth day of September two thousand nine (this " Pledge
Agreement "), by and among Central European Media
Enterprises Ltd. , a company duly organized and existing under
the laws of Bermuda, with its registered office at Clarendon House,
2 Church Street, Hamilton, HM CX Bermuda, as the " Pledgor
", The Law Debenture Trust Corporation p.l.c. , a
company incorporated in England and Wales, having its registered
offices at Fifth floor, 100 Wood Street, London EC2N 7EX, United
Kingdom, as the " Pledgee ", The Bank of New York
Mellon, a corporation incorporated under the laws of the State
of New York, United States of America, acting through its London
Branch, having its registered office at One Canada Square, London
E14 5AL, United Kingdom, as the " Note Trustee ", and
Central European Media Enterprises N.V. , a public company (
naamloze vennootschap ) incorporated under the laws of the
Netherlands Antilles, having its corporate seat in Curaçao,
the Netherlands Antilles, and its registered address at
Schottegatweg Oost 44, Curaçao, the Netherlands Antilles,
and registered in the commercial register of the Chamber of
Commerce and Industries of Curaçao under number 67248 (the "
Company ");
WHEREAS , the Pledgor has entered into that certain
indenture with inter alia the Pledgor as Issuer, the Pledgee
in its capacity as Security Trustee and the Note Trustee, dated the
seventeenth day of September two thousand nine (as amended,
novated, restated, supplemented or otherwise modified from time to
time, including without limitation, by way of increase of the
facilities made available thereunder) (the " Indenture
");
WHEREAS , upon incorporation on the fourteenth day of
July nineteen hundred ninety-four, the Pledgor acquired the legal
and beneficial title to 60 ordinary shares in the capital of the
Company, and pursuant to the issuance of 1 share on the nineteenth
day of September nineteen hundred ninety-four, the Pledgor acquired
the legal and beneficial title to 1 ordinary share in the capital
of the Company, with a nominal value of USD 100, collectively
constituting the entire issued and outstanding share capital of the
Company (the " Present Shares ");
WHEREAS , to secure the performance of the Secured
Obligations, the Pledgor and the Pledgee wish to hereby establish a
sixth priority right of pledge in respect of the Present Shares as
well as in respect of 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 Pledge Agreement (the " Future Shares ", together
with the Present Shares hereafter where appropriate also referred
to as the " Shares "), under the following terms.
NOW,
THEREFORE , in
consideration of the premises and mutual covenants set forth
herein, the parties hereto agree as follows:
Unless
otherwise defined herein, or the context requires otherwise, terms
used in this Pledge Agreement, including its preamble and recitals,
shall have the meaning as defined in the Indenture. In addition,
the following terms used in this Pledge Agreement, including its
preamble and recitals, shall have the following
meanings:
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an " Event
of Default ": each Event of Default as defined in Section 1.1
of the Indenture;
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an " Event
of Statutory Default ": each event where the Pledgor is in
default ( verzuim ), as defined in Article 6:81 of the NACC,
in the performance of one or more of the Secured
Obligations;
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" Existing
Rights of Pledge ": means the rights of pledge on the Shares
(as defined hereinafter) created in favor of (i) JPMorgan Chase
Bank, N.A., London Branch, on the fifth day of May two thousand
five pursuant to that certain pledge agreement dated the fifth day
of May two thousand 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 six pursuant to that certain
pledge agreement dated the twenty-first day of July two thousand
six among European Bank for Reconstruction and Development, the
Pledgor and the Company, (iii) the Bank of New York on the
sixteenth day of May two thousand seven pursuant to that certain
pledge agreement dated the sixteenth day of May two thousand seven
among inter alia the Bank of New York, the Pledgor and the
Company, (iv) European Bank for Reconstruction and Development on
the twenty-second day of August two thousand seven pursuant to that
certain pledge agreement dated the twenty-second day of August two
thousand seven among inter alia European Bank for
Reconstruction and Development, the Pledgor and the Company, and
(v) the Bank of New York on the tenth day of March two thousand
eight pursuant to that certain pledge agreement dated the tenth day
of March two thousand eight among inter alia the Bank of New
York, the Pledgor and the Company;
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the " Loan
Agreement ": means the loan agreement dated the twenty-first
day of July two thousand six between the Pledgor, as borrower and
European Bank of Reconstruction and Development, as
lender;
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the "
Parallel Debt ": shall mean the Parallel Debt as defined in
Section 11.9 of the Indenture;
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the " Right
of Pledge ": the sixth priority right of pledge in respect of
the Shares established in this Pledge Agreement;
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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 Pledgor, the Company and CME Media
Enterprises B.V. 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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a " 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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the " 2005
Indenture ": the indenture dated as of the fifth day of May two
thousand five, by and among the Pledgor as issuer, CME Media
Enterprises B.V., 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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the " 2007
Indenture ": the indenture dated as of the sixteenth day of May
two thousand seven, by and among the Pledgor as issuer, CME Media
Enterprises B.V., and the Company as guarantors, BNY Corporate
Trustee Services Limited as trustee and the Note Trustee as
security 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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the " 2008
Indenture ": the indenture dated as of the tenth day of March
two thousand eight, by and among inter alia the Pledgor as
issuer and the Note Trustee in its capacity as security
trustee.
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As security for
the Secured Obligations, the Pledgor hereby agrees to grant and
hereby grants to the Pledgee a disclosed sixth priority right of
pledge ( openbaar pandrecht in zesde rang ) in respect of
the Shares, which Right of Pledge the Pledgee agrees to accept and
hereby so accepts.
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The Right of
Pledge is one and indivisible (één en
ondeelbaar) . The Right of Pledge shall not be affected by one
or more but not all of the Secured Obligations being discharged or
the Secured Obligations being amended. The Right of Pledge includes
a right of pledge in respect of all accessory rights
(afhankelijke rechten) and all ancillary rights
(nevenrechten) attached to the Shares.
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The Pledgor
shall, if and when required by the Pledgee (acting on the
instructions of the Note Trustee), execute such further
encumbrances and assurances, and do all such acts and things as the
Pledgee (acting on the instructions of the Note Trustee) may
reasonably require over or in relation to the Shares to maintain,
perfect or protect the security rights created by this Pledge
Agreement over the Shares, such that this Pledge Agreement will
continue to constitute a sixth priority right of pledge of the
Shares, until payment in full of the Secured Obligations or
termination of this Pledge Agreement in accordance with Section 8
of this Pledge Agreement.
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By co-signing
this Pledge Agreement, the Company acknowledges the Right of Pledge
created by this Pledge Agreement, as provided in article 2:113 of
the Netherlands Antilles Civil Code (" NACC ").
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The Company
shall register in the Company’s shareholders’ register
that the Shares are encumbered with a sixth priority right of
pledge in favor of the Pledgee and that, subject to Section 3 of
this Pledge Agreement, the Pledgee has the Voting
Rights.
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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. By means of execution of
this Pledge Agreement the Pledgor also hereby adopts a resolution
in its capacity of sole shareholder of the Present Shares to
approve the granting of the Right of Pledge and the transfer of the
Voting Rights. 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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that no such
exercise may violate or be inconsistent with the express terms or
purpose of this Pledge Agreement, the Existing Rights of Pledge,
the 2005 Indenture, the Loan Agreement, the 2007 Indenture, the
2008 Indenture and/or the Indenture;
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