DEED OF AMENDMENT relating to an Intercreditor Agreement dated 21 July 2006, as amended and restated by a Deed of Amendment dated 16 May 2007, by a Deed of Amendment dated 22 August 2007, by a Deed of Amendment dated 10 March 2008, by a Deed of Amendment dated 17 September 2009, by a Deed of Amendment dated 29 September 2009, by a Deed of Amendment dated 21 October 2010, by a Deed of Amendment dated February 18, 2011, by a Deed of Amendment dated October 8, 2012, by a Deed of Amendment dated 2 May 2014, and by a Deed of Amendment dated 14 November 2014.

EX-10.2 3 ex102100115.htm EXHIBIT 10.2 Wdesk | Exhibit

Exhibit 10.2

EXECUTION VERSION

DEED OF AMENDMENT

relating to an Intercreditor Agreement dated 21 July 2006,

as amended and restated by a Deed of Amendment dated 16 May 2007,

by a Deed of Amendment dated 22 August 2007,

by a Deed of Amendment dated 10 March 2008,

by a Deed of Amendment dated 17 September 2009,

by a Deed of Amendment dated 29 September 2009,

by a Deed of Amendment dated 21 October 2010,

by a Deed of Amendment dated February 18, 2011,

by a Deed of Amendment dated October 8, 2012,

by a Deed of Amendment dated 2 May 2014, and

by a Deed of Amendment dated 14 November 2014.

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.,

CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. and

CME MEDIA ENTERPRISES B.V.

as Obligors;

DEUTSCHE BANK TRUST COMPANY AMERICAS

as 2011 Trustee;

TIME WARNER INC.

as 2014 Term Loan Agent;

TIME WARNER INC.

as 2014 RCF Agent;

DEUTSCHE BANK TRUST COMPANY AMERICAS

as 2014 Trustee;

and

TIME WARNER INC.

as 2014 Guarantor

CONTENTS



Clause	Page
1. DEFINITIONS AND INTERPRETATION	1
2. RESTATEMENT OF THE ORIGINAL AGREEMENT	2
3. FURTHER ASSURANCE	2
4. MISCELLANEOUS	2
5. GOVERNING LAW	2
SCHEDULE 1 RESTATED AGREEMENT	Schedule 1

THIS DEED is dated 30 September 2015 and made between:


(A)	CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company established under the laws of Bermuda (the “Company”);


(B)	CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. a company established under the laws of Curaçao (“CME N.V.”);


(C)	CME MEDIA ENTERPRISES B.V. a company established under the laws of the Netherlands (“CME B.V.”);


(D)	DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (acting in its capacity as Trustee and Security Agent under the 2011 Indenture) (the “2011 Trustee”);


(E)	TIME WARNER INC. (acting in its capacity as Security Agent under the 2014 Term Loan) (the “2014 Term Loan Agent”);


(F)	TIME WARNER INC. (acting in its capacity as Security Agent under the 2014 RCF) (the “2014 RCF Agent”);


(G)	DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (acting in its capacity as Trustee and Security Agent under the 2014 Indenture) (the “2014 Trustee”); and


(H)	TIME WARNER INC. (acting in its capacity as CME Credit Guarantor and Agent under the 2014 Reimbursement Agreement) (the “2014 Guarantor”).

IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Deed:

“2011 Indenture” means an Indenture dated as of 18 February 2011, between, amongst others, the Company, CME N.V., CME B.V. and the 2011 Trustee, as Trustee, Security Agent, Paying Agent, Conversion Agent, Transfer Agent and Registrar.

“2014 RCF” means Amended and Restated Revolving Loan Facility Credit Agreement dated, as of 2 May 2014, as amended and restated as of 14 November 2014, amongst the Company, the Lenders party thereto, and Time Warner Inc., as Administrative Agent.

“2014 Term Loan” means Amended and Restated Term Loan Facility Credit Agreement, dated as of February 28, 2014, as amended and restated as of 14 November 2014, amongst the Company, the Lenders party thereto, and Time Warner Inc., as Administrative Agent.

“2014 Indenture” means an Indenture dated as of 2 May 2014, amongst the Company, CME N.V., CME B.V. and the 2014 Trustee, as Trustee, Paying Agent, Transfer Agent, Registrar and the Security Agent.

“2014 Reimbursement Agreement” means a Reimbursement Agreement dated, as of 14 November 2014, as amended from time to time, between the Company and the 2014 Guarantor.

“Obligors” means the Company, CME N.V. and CME B.V.

“Original Agreement” means the Intercreditor Agreement dated 21 July 2006, as amended and restated by a Deed of Amendment dated 16 May 2007, by a Deed of Amendment dated 22 August 2007, by a Deed of Amendment dated 10 March 2008, by a Deed of Amendment dated 17 September 2009, by a Deed of Amendment dated 29 September 2009, by a Deed of Amendment dated 21 October 2010, by a Deed of Amendment dated 18 February 2011, by a Deed of Amendment dated 8 October 2012, by a Deed of Amendment dated 2 May 2014, and as further amended and restated by a Deed of Amendment dated 14 November 2014.

“Restated Agreement” means the Original Agreement, as amended and restated by this Deed, and the terms of which are set out in Schedule 1 (Restated Agreement).

1.2 Incorporation of defined terms


(a)	Unless a contrary indication appears, a term defined in the form of Restated Agreement attached as Schedule 1 to this Deed has the same meaning in this Deed.


(b)	The principles of construction set out in the form of Restated Agreement attached as Schedule 1 to this Deed shall have effect as if set out in this Deed.

1.3 Clauses

In this Deed any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Deed.

2. RESTATEMENT OF THE ORIGINAL AGREEMENT

With effect from the date of this Deed, the Original Agreement shall be amended and restated in the form set out in Schedule 1 (Restated Agreement).

3. FURTHER ASSURANCE

The Company shall ensure that each Obligor shall, at the request of the 2011 Trustee, the 2014 Term Loan Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 Term Loan), the 2014 RCF Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 RCF), the 2014 Trustee, and the 2014 Guarantor, and, at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Deed.

4. MISCELLANEOUS

4.1 Incorporation of terms

The provisions of Article 4.02 (Entire Agreement; Amendment and Waiver), Article 4.03 (Notices), Article 4.04 (Governing Law and Arbitration) sub-paragraph (b), and Article 4.05 (Successors and Assigns; Third Party Rights) of the Restated Agreement shall be incorporated into this Deed as if set out in full in this Deed and as if references in those clauses to “this Agreement” are references to this Deed.

4.2 Counterparts

This Deed 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 Deed.

5. GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed and construed in accordance with English law.

This Deed has been entered into on the date stated at the beginning of this Deed.

SCHEDULE 1
RESTATED AGREEMENT

[Intentionally left blank]

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorised representatives, have caused this Deed to be executed and delivered as a Deed on the date first above written.

THE OBLIGORS

EXECUTED and DELIVERED as a DEED

for and on behalf of

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

By: /s/ David Sturgeon

Name: David Sturgeon

Title: Chief Financial Officer

Address: O’Hara House, 3 Bermudiana Road, Hamilton, Bermuda

Facsimile: ###-###-####

Attention: Assistant Secretary

With a copy to:

Address: CME Media Services Limited

Krizeneckeho nam. 1078/5a

Prague 5, 152 00, Czech Republic

Facsimile: +420 242 464 483

Attention: Legal Department

EXECUTED and DELIVERED as a DEED

for and on behalf of

CENTRAL EUROPEAN MEDIA ENTERPRISES N.V.

By: /s/ Daniel Penn

Name: Daniel Penn

Title: Managing Director

Address: Schottegatweg Oost 44, Willemstad, Curaçao

Facsimile: + 599 9 ###-###-####

Attention: Managing Director

With a copy to:

Address: CME Media Services Limited

Krizeneckeho nam. 1078/5a

Prague 5, 152 00, Czech Republic

Facsimile: +420 242 464 483

Attention: Legal Department

EXECUTED and DELIVERED as a DEED

for and on behalf of

CME MEDIA ENTERPRISES B.V.

By: /s/ Alphons van Spaendonck

Name: Alphons van Spaendonck

Title: Managing Director

By: /s/ Dennis Kramer

Name: Pan-Invest B.V., represented by Dennis Kramer

Title: Managing Director

Address: Piet Heinkade 55, Unit G-J, 1019GM, Amsterdam, The Netherlands

Facsimile: +312 042 31404

Attention: Managing Director

With a copy to:

Address: CME Media Services Limited

Krizeneckeho nam. 1078/5a

Prague 5, 152 00, Czech Republic

Facsimile: +420 242 464 483

Attention: Legal Department

The 2011 Trustee

EXECUTED and DELIVERED as a DEED

for and on behalf of

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: Deutsche Bank National Trust Company

/s/ Chris Niesz

Name: Chris Niesz

Title: Assistant Vice President

/s/ Debra A. Schwalb

Name: Debra A. Schwalb

Title: Vice President

in the presence of: /s/ Kathryn Fischer Kathryn Fischer

Assistant Vice President

Address: Deutsche Bank Trust Company Americas

Trust & Agency Services

60 Wall Street, 16^th Floor MS NYC60-1630

New York, New York 10005

U.S.A.

Facsimile: + 1 ###-###-####

Attention: Corporates Team Deal Manager – Central European Media Enterprises Ltd.

with a copy to:

Address: Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust & Securities Services

100 Plaza One, 6^th Floor Mailstop JCY03-0699

Jersey City, New Jersey 07311

U.S.A.

Facsimile: + 1 ###-###-####

Attention: Corporates Team Deal Manager – Central European Media Enterprises Ltd.

The 2014 Term Loan Agent

EXECUTED and DELIVERED as a DEED

for and on behalf of

TIME WARNER INC.

By: /s/ Edward B. Ruggiero

Name: Edward B. Ruggiero

Title: Senior Vice President & Treasurer

By: /s/ Stephen N. Kapner

Name: Stephen N. Kapner

Title: Vice President & Assistant Treasurer

in the presence of: /s/ Lisa Reinhardt Lisa Reinhardt

Address: One Time Warner Center

New York, New York 10019

Facsimile: ###-###-####

Attention: Treasurer

The 2014 RCF Agent

EXECUTED and DELIVERED as a DEED

for and on behalf of

TIME WARNER INC.

By: /s/ Edward B. Ruggiero

Name: Edward B. Ruggiero

Title: Senior Vice President & Treasurer

By: /s/ Stephen N. Kapner

Name: Stephen N. Kapner

Title: Vice President & Assistant Treasurer

in the presence of: /s/ Lisa Reinhardt Lisa Reinhardt

Address: One Time Warner Center

New York, New York 10019

Facsimile: ###-###-####

Attention: Treasurer

The 2014 Trustee

EXECUTED and DELIVERED as a DEED

for and on behalf of

DEUTSCHE BANK TRUST COMPANY AMERICAS

BBy: Deutsche Bank National Trust Company

/s/ Irina Golovashchuk

Name: Irina Golovashchuk

Title: Vice President

/s/ Chris Niesz

Name: Chris Niesz

Title: Assistant Vice President

in the presence of: /s/ Kathryn Fischer Kathryn Fischer

Assistant Vice President

Address: Deutsche Bank Trust Company Americas

Trust & Agency Services

60 Wall Street, 16^th Floor MS NYC60-1630

New York, New York 10005

U.S.A.

Facsimile: + 1 ###-###-####

Attention: Corporates Team Deal Manager – Central European Media Enterprises Ltd.

with a copy to:

Address: Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust & Securities Services

100 Plaza One, 6^th Floor Mailstop JCY03-0699

Jersey City, New Jersey 07311

U.S.A.

Facsimile: + 1 ###-###-####

Attention: Corporates Team Deal Manager – Central European Media Enterprises Ltd.

The 2014 Guarantor

EXECUTED and DELIVERED as a DEED

for and on behalf of

TIME WARNER INC.

By: /s/ Edward B. Ruggiero

Name: Edward B. Ruggiero

Title: Senior Vice President & Treasurer

By: /s/ Stephen N. Kapner

Name: Stephen N. Kapner

Title: Vice President & Assistant Treasurer

in the presence of: /s/ Lisa Reinhardt Lisa Reinhardt

Address: One Time Warner Center

New York, New York 10019

Facsimile: ###-###-####

Attention: Treasurer