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Exhibit 10.11

 

 

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

 

 

 

 

 

THIS SECURITY ASSIGNMENT (the " Assignment ") is dated made on the 17 th of September 2009

 

BETWEEN :

 

(1)

CME MEDIA ENTERPRISES B.V., a company organized under the laws of the Netherlands, and having its registered office at Dam 5B, 1012 JS Amsterdam, the Netherlands (" 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, Hamilton, HM 11 Bermuda (" CME Ltd "); and

 

(3)

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 One Canada Square, London E14 5AL (the “2009 Note Trustee”); and

 

(4)

THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of the England  and having its registered office at Fifth Floor, 100 Wood Street, London EC2V 7EX ( 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 Indenture (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 Indenture:

 

 

 

 

 

" 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 Indenture;

 

 

 

“Financing Agreements”

 

" Framework Agreement "

 

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;

 

 

 

“Indenture”

 

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;

 

 

 

“Original Contract Assignments”

 

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 ;

 

 

 

" PPF "

 

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, 2-4, Capital Center, 9th Floor, PC 1505, Nicosia, Cyprus. The name of the company was changed from PPF (Cyprus) Limited on  March 1, 2006;

 

 

2

 

 

"Prior Assignments"

 

means the Assignments dated July 21, 2006 and August 22, 2007 between the Assignors and European Bank for Reconstruction and Development;

 

 

 

" 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  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);

 

 

 

" Security Assets "

 

means the Assigned Rights, being the assets the subject of the security created hereunder;

 

 

 

" Security Documents "

 

has the meaning given in the Indenture;

 

 

 

" 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.

 

 

3

 

 

1.2            Construction

 

In construing this Assignment, unless otherwise specified:

 

 

(a)

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),

 

 

(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) Act 1999 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 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;

 

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.

 

 

(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:

 

 

4

 

 

 

(i)

sending a notice of assignment to PPF

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