PLEDGE AGREEMENT on SHARES in CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. Dated July 21, 2006 among Central European Media Enterprises Ltd. as the Pledgor European Bank for Reconstruction and Development as the Pledgee and Central European Media...
CONFORMED
COPY
on
SHARES
in
CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.
Dated
July 21, 2006
among
as
the
Pledgor
European
Bank for Reconstruction and Development
as
the
Pledgee
and
Central
European Media Enterprises N.V.
as
the
Company
THIS
PLEDGE AGREEMENT
is made
this 21st
day of
July, 2006 (this “Pledge
Agreement”),
by
and among Central
European Media Enterprises Ltd.,
a
company duly incorporated and existing under the laws of Bermuda, with its
registered office at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00 Bermuda,
as the “Pledgor”,
European
Bank for Reconstruction and Development,
a
multilateral development bank established pursuant to an international treaty,
the Agreement Establishing the European Bank of Reconstruction and Development,
dated the twenty-ninth day of May nineteen hundred ninety, having its business
offices at Xxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, as the
“Pledgee”,
and
Central
European Media Enterprises N.V.,
a
public company with limited liability (naamloze
vennootschap)
incorporated under the laws of the Netherlands Antilles, having its corporate
seat in Curaçao, the Netherlands Antilles, and its registered address at De
Xxxxxxxxxx 00, Xxxxxxx, the Netherlands Antilles and registered in the
commercial register of the Chamber of Commerce and Industries of Curaçao under
number 67248 (O) (the “Company”),
WHEREAS,
the
Pledgor, as borrower, has entered into that certain loan agreement with the
Pledgee, as lender, dated July 21, 2006 (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
“Loan
Agreement”);
WHEREAS,
upon
incorporation on July 14, 1994, the Pledgor acquired the legal and beneficial
title to 60 ordinary shares in the capital of the Company, and pursuant to
the
issuance of one share on September 19, 1994, the Pledgor acquired the legal
and
beneficial title to 1 ordinary share in the capital of the Company, each with
a
nominal value of USD 100,- and collectively constituting the entire issued
and
outstanding share capital of the Company (the “Present Shares”);
WHEREAS,
to
secure the performance of the Secured Obligations, as defined hereafter, the
Pledgor and the Pledgee hereby wish to establish a 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:
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1.
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Definitions
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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 Loan Agreement. In addition, the following terms used in this
Pledge Agreement, including its preamble and recitals, shall have the following
meanings:
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(a)
|
an
“Event
of Default”:
each Event of Default as defined in article 7 of the Loan Agreement,
as
well as, insofar as not included in that definition, each Event of
Statutory Default;
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(b)
|
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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(c)
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“Financing
Agreements”
shall have the meaning ascribed to it in the Loan
Agreement,
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(d)
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“Existing
Right of Pledge”
means a right of pledge on the Shares created in favour of the Security
Trustee, on the fifth day of May, two thousand and five, pursuant
to the
Indenture;
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(e)
|
the
“Indenture”
means the indenture dated May 5, 2005 between - inter
alia
-
the Pledgor and the Security Trustee,
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(f)
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the
“Right
of Pledge”:
the right of pledge in respect of the Shares established in this
Pledge
Agreement;
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(g)
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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 Financing Agreements, 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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(h)
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the
“Security
Trustee”
means JPMorgan Chase Bank, N.A., London Branch, a national banking
association organized under the laws of the State of New York, having
its
specified office at Trinity Tower, 9 Xxxxxx Xxxx Xxxxxx, Xxxxxx X0X
0XX,
Xxxxxx Xxxxxxx, and
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(i)
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a
“Voting
Event”
means an event on which an Event of Statutory Default has occurred
of
which the Pledgee has given notice to the Pledgor and the
Company.
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2.
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Right
of Pledge
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2.1
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As
security for the Secured Obligations, the Pledgor hereby agrees to
grant
and hereby grants to the Pledgee a disclosed right of pledge (openbaar
pandrecht)
in respect of the Shares, which Right of Pledge the Pledgee agrees
to
accept and hereby so accepts.
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2.2
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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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2.3
|
The
Pledgor shall, if and when required by the Pledgee, execute such
further
encumbrances and assurances, and do all such acts and things as the
Pledgee 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 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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2.4
|
By
co-signing this Pledge Agreement, the Company acknowledges the Right
of
Pledge created by this Pledge Agreement, as provided in article 2:110
and
2:113 of the Netherlands
Antilles Civil Code (“NACC”).
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2.5
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The
Company shall register in the Company’s shareholders’ register that the
Shares are encumbered with a right of pledge in favor of the
Pledgee.
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3.
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Voting
rights
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3.1.
|
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 Right of Pledge. This conditional transfer
of
Voting Rights was approved by the shareholders meeting of the Company
in a
written resolution adopted outside of a general meeting on the 20th
day of
July, two thousand and six. Until the occurrence of a Voting Event
and
subject to the termination and/or release of the Existing Right of
Pledge,
the Pledgor may exercise any and all such Voting Rights,
save:
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(a)
|
that
no such exercise may violate or be inconsistent with the express
terms of
purpose of this Pledge Agreement, the Loan Agreement or the
Indenture;
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(b)
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that
no such exercise may have the effect of impairing the position or
interests of the Pledgee; and
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(c)
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as
set out in Section 3.2 below.
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3.2.
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Upon
the occurrence of a Voting Event:
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(a)
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any
and all rights of the Pledgor to exercise the Voting Rights which
it is
entitled to exercise pursuant to Section 3.1 above shall cease
automatically without further notice to the Pledgor being required
and the
Pledgee shall have the sole and exclusive right and authority to
exercise
such Voting Rights and shall be entitled to exercise or refrain from
exercising such rights in such manner as the Pledgee may in its absolute
discretion deem fit; and
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(b)
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the
Pledgee shall immediately be entitled, at any time at its sole discretion,
to effect the resignation of and/or to dismiss the directors of the
Company or any of them, and to appoint new directors of the Company
and
the Pledgor hereby undertakes to do all things and execute all documents
and instruments as may be required by the Pledgee to ensure the
effectiveness of any such resignations, dismissals or
appointments.
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3.3.
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By
signing this Pledge Agreement, the Company confirms (and the other
parties
agree) that a written notice from the Pledgee to the Company stating
that
a Voting Event has occurred, shall be sufficient for the Company
to accept
the Pledgee as being exclusively entitled to such rights and other
powers
which it is entitled to exercise pursuant to this Section 3 upon
the
occurrence of such a Voting Event and subject to the termination
and/or
release of the Existing Right of
Pledge.
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3.4.
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In
addition and without prejudice to the obligations of the Pledgor
pursuant
to the Loan Agreement, each of the Pledgor and the Company agrees
to
notify the Pledgee immediately of any event or circumstance which
could
reasonably be of importance to the Pledgee with a view to the preservation
and exercise of the Pledgee’s rights under or pursuant to this Agreement,
such as (without limitation) the filing of a petition for the bankruptcy
of the Pledgor, the filing of a petition for a moratorium of payments
by
the Pledgor, attachment or garnishment of the Pledgor’s assets, the
termination of any one of the Pledgor’s commercial activities or its
dissolution.
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3.5.
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Upon
the occurrence of a Voting Event and subject to the termination and/or
release of the Existing Right of Pledge, the Pledgee shall have the
rights
which the law attributes to holders of depositary receipts, issued
with a
company's co-operation, of shares in its
capital.
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3.6.
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During
the term of the Right of Pledge, the foregoing provisions of this
Section
3 with respect to the Voting Rights on the Shares also apply to the
Future
Shares. In addition, the Pledgor and the Pledgee shall, if reasonably
practicable, at the time of or, if not practicable at such time,
as soon
as reasonably practicable, the acquisition of such Future Shares,
arrange
that the attribution of the voting rights attaching thereto shall
be
ratified if that is reasonably deemed necessary, in the Pledgee's
sole
discretion, to enable the Pledgee to exercise such voting rights
upon the
occurrence of the condition precedent as provided in Section 3.1
of this
Pledge Agreement. If such ratification is, at the Pledgee's sole
discretion, not obtained in time, the Pledgor shall fully co-operate
in
the taking of such other reasonable measures relating to such transfer
of
voting rights as are proposed by the
Pledgee.
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4.
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Authority
to collect
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4.1
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The
authority to collect dividends, distributions from reserves, repayments
of
capital and all other distributions and payments in any form, which,
at
any time, during the term of the Right of Pledge, become payable
on any
one or more of the Shares, shall accrue to the Pledgee, as provided
for in
Section 3:246 of the NACC, subject to the termination and/or release
of
the Existing Right of Pledge.
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4.2
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In
derogation of the provisions of paragraph 1, the Pledgee hereby grants
approval to the Pledgor to collect all dividends, distributions from
reserves, repayments of capital and all other distributions and payments
in any form, which, at any time, during the term of the Right of
Pledge,
become payable on any one or more of the Shares, subject to the
termination and/or release of the Existing Right of
Pledge.
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4.3
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The
Pledgee may terminate the authorization mentioned in paragraph 2
upon
occurrence of an Event of Default only. Termination of the authorization
is made by written statement to that effect, by the Pledgee to the
Pledgor. The Pledgee shall inform the Company of the termination
in
writing.
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5.
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Representations
and warranties
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5.1
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The
Pledgor hereby represents and warrants that the following is true
and
correct on the date of this Pledge
Agreement:
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a.
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the
Company is a public company with limited liability, legally established
under the laws of the Netherlands Antilles by notarial deed, drawn
up
before Xxxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxx, civil law notary officiating
in
Curaçao, on the fourteenth day of July nineteen hundred and
ninety-four.
A
copy of the present articles of association is attached to this Pledge
Agreement (Annex
I).
The Company is currently registered with the commercial register
of the
Chamber of Commerce and Industries of Curaçao under number 67248 (O). A
copy of the extract from the commercial register is attached to this
Pledge Agreement (Annex
II);
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b.
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the
Company has not been dissolved, and no resolution has been adopted
to
dissolve the Company, nor has any request therefore been filed, nor
has
any notice by the Chamber of Commerce, as described in Section 2:25
of the
NACC, been received. The Company has not been declared bankrupt nor
has a
suspension of payment been declared, nor have any requests thereto
been
filed;
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c.
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the
shareholders' register is accurate and completely up to date. A copy
of
the shareholders' register is attached to this Pledge Agreement
(Annex
III);
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d.
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the
entire issued share capital of the Company consists of sixty-one
(61)
ordinary shares; all of the issued shares are fully paid-up; the
Company
has not granted any rights to subscribe for shares in its capital
which
have not yet been exercised;
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e.
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the
Pledgor has a complete and unencumbered right to the Shares, with
the
exception of the Existing Right of
Pledge;
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f.
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the
Shares are not subject to either (limited) rights or obligations
to
transfer to third parties or claims based on contracts of any nature
and
have not been encumbered with any attachments, except for the Existing
Right of Pledge;
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g.
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the
Pledgor is authorized to establish the Right of
Pledge;
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h.
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all
resolutions and approvals, required for establishing the Right of
Pledge,
have been adopted and received
respectively;
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i.
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the
obligations of the Pledgor and the Company vis-à-vis the Pledgee,
resulting from the Loan Agreement, the other Financing Agreements
and this
Pledge Agreement respectively, are lawful obligations of the Pledgor
and
the Company respectively and are legally enforceable against the
Pledgor
and the Company respectively;
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j.
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the
assumption and performance by the Pledgor and the Company respectively
of
the obligations vis-à-vis the Pledgee resulting from the Loan Agreement,
the other Financing Agreements and this Pledge Agreement are not
contrary
to any provision of applicable law or any agreement to which the
Pledgor
or the Company is a party, or by which the Pledgor or the Company
is bound
in any other way;
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l.
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the
Pledgor has provided the Pledgee with all information and data with
respect to the Shares which the Pledgor reasonably believes to be
of
importance for the Pledgee;
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5.2.
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Furthermore,
the Pledgor hereby declares:
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the
Pledgor has acquired the Shares as follows:
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-
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as
for the numbers 1 through 60, pursuant to the notarial deed of
incorporation, drawn
up before Xxxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxx, civil law notary
officiating
in Curaçao, on the fourteenth day of July nineteen hundred and
ninety-four.
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-
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as
for the number 61, pursuant to the issuance of one share on the
nineteenth
day of September nineteen hundred and
ninety-four.
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6.
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Undertakings
by the Pledgor
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6.1.
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During
the term of the Right of Pledge, the Pledgor shall not alienate,
pledge or
in any other way encumber the Shares or the (depositary receipts
for)
shares and rights to acquire (depositary receipts for) shares in
the
capital of the Company without the prior written consent of the Pledgee,
except for an encumbrance permitted in accordance with the provisions
of
the Loan Agreement.
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6.2.
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The
Pledgor shall as far as possible and with due
regard to the Existing Right of Pledge
provide that the (depositary receipts for) shares and rights to acquire
(depositary receipts for) shares in the capital of the Company he
acquires
after execution of this Pledge Agreement shall be pledgeable, and
that the
transferability thereof shall not be more cumbersome than the
transferability of the Shares.
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6.3.
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Whenever
the Pledgor is aware that the Company is involved in the preparation
of a
legal merger or demerger as a result of which the Company would cease
to
exist, the Pledgor shall inform the Pledgee thereof in writing
immediately.
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6.4.
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Whenever
the Pledgor is aware that actions have been taken for the winding-up,
dissolution, administration, bankruptcy, suspension of payments or
reorganization of the Company, the Pledgor shall inform the Pledgee
thereof in writing immediately.
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7.
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Exercise
of the Right of Pledge
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7.1.
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Upon
the occurrence of an Event of Statutory Default, the Pledgee has,
with due
regard to the relevant provisions of the Existing Right of Pledge,
the
right to exercise all rights and powers which the Pledgee has under
the
laws of the Netherlands Antilles as holder of a right of pledge over
the
Shares and
the Pledgee shall be authorized to sell the Shares or part thereof,
in
accordance with Section 3:248 of the NACC, without prejudice to the
provision of Section 3:251 of the NACC, in order to recover the proceeds
thereof.
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7.2
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In
the event the Pledgee enforces the Right of Pledge, the Pledgee shall,
with due regard to the relevant provisions of the Existing Right
of
Pledge, following payment of the execution costs from the proceeds,
allocate the net proceeds to fulfill the Secured
Obligations.
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7.3
|
The
Pledgee does not bear the obligations referred to in Sections 3:249
and
3:252 of the NACC towards others than the
Pledgor.
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8.
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Termination
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8.1
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The
Pledgee is entitled to terminate (opzeggen)
in whole or in part the Right of Pledge as referred to in Article
3:81(2)
sub (d) of the NACC. Notice of termination must be given in writing
by the
Pledgee to the Pledgor and the
Company.
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8.2
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The
Right of Pledge shall terminate by operation of law upon the payment
and
satisfaction in full of all Secured Obligations. In that event, the
Pledgee shall evidence such termination in accordance with the Loan
Agreement.
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9.
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Costs
|
All
reasonable costs, fees and expenses incurred in connection with the creation
or
execution of any documentation in connection with the Right of Pledge and the
enforcement of the Right of Pledge shall be for the account of the Pledgor,
and
the Pledgor shall indemnify and hold harmless the Pledgee for such costs and
reasonable expenses incurred in connection with such
enforcement.
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10.
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Notices
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10.1
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Any
notices or other communication under or in connection with this Pledge
Agreement shall be in writing in the English language and shall be
delivered personally or by registered mail or fax. Proof of posting
shall
be deemed to be proof of receipt:
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(i)
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in
the case of hand delivery: on the day the notice is received by
recipient;
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(ii)
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in
the case of a registered letter: on the third business day after
posting;
or
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(iii)
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in
the case of a fax transmission: upon receipt of fax
confirmation.
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Notices
and other communications under this Pledge Agreement may in each case be sent
to
the following address of the parties hereto:
Address
Pledgor:
x/x
XXX
Xxxxxxxxxxx Xxxxxxxxxxx
0xx
xxxxx, Xxxxxxx House
00
Xxxxxxx
Xxxxxx
XX0X 0XX
Xxxxxx
Xxxxxxx
Attention:
Chief Financial Officer
Address
Pledgee:
European
Bank of Reconstruction and Development
Xxx
Xxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Xxxxxx
Xxxxxxx
Attention:
Operation Administration Unit
Address
of the Company:
Central
European Media Enterprises N.V.
c/o
Curaçao Corporation Company N.V.
De
Xxxxxxxxxx 00,
Xxxxxxx,
Xxxxxxxxxxx Antilles
with
a
copy to:
CME
Development Corporation
2nd
floor, Aldwych House
00
Xxxxxxx
Xxxxxx
XX0X 0XX
Xxxxxx
Xxxxxxx
Attention:
Chief Financial Officer
or
such
other address or fax number as notified by the relevant party by not less than
five business days prior notice.
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10.2
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As
to the existence and composition of the Secured Obligations, a written
statement by the Pledgee made in accordance with his books shall
constitute full proof, subject to proof to the contrary, it being
understood that in the event of a disagreement with respect thereto,
the
Pledgee shall be authorized to exercise his right of execution, with
due
observance of the obligation of the Pledgee to pay over all amounts
which
afterwards would appear to be received by him in excess of his rights
and
with
due regard to the relevant provisions of the Existing Right of
Pledge.
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11.
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Rescission
|
The
Pledgor and the Pledgee hereby waive, to the fullest extent permitted by law,
their right to dissolve this Pledge Agreement pursuant to failure in the
performance of one or more of their obligations as referred to in Article 6:265
of the NACC or on any other ground.
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12.
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Governing
Law and Submission to
Jurisdiction
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12.1
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The
provisions of this Pledge Agreement and the Right
of Pledge
created hereby, are governed by, and shall be construed in accordance
with, the laws of the Netherlands
Antilles.
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12.2
|
Any
dispute, controversy or claim arising out of or relating to this
Pledge
Agreement, 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 LCIA. The seat and place of arbitration shall
be
London, England and the English language shall be used throughout
the
arbitral proceedings. The parties to this Pledge Agreement hereby
waive
any rights under the Arbitration Xxx 0000 or otherwise to appeal
any
arbitration award to, or to seek 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 Pledgor and the Company agree
that
they shall not seek from any judicial authority, any interim measures
of
protection or pre-award relief against the Pledgee, any provisions
of the
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 Pledgee
(but
no other party) insofar as such dispute arises out of this Pledge
Agreement or any other Financing Agreement, but, subject to the foregoing,
no other parties or other disputes shall be included in, or consolidated
with, the arbitral proceedings. In any arbitral proceeding, the
certificate of the Pledgee as to any amount due to the Pledgee under
this
deed or any Financing Agreement shall be prima
facie
evidence of such amount unless the findings in such certificate involve
manifest error.
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12.3
|
Notwithstanding
Section 12.2, this Pledge Agreement and any other Financing Agreement,
and
any rights of the Pledgee arising out of or relating to this Pledge
Agreement or any other Financing Agreement, may, at the option
of the
Pledgee, be enforced by the Pledgee in the courts of the Netherlands
Antilles, Bermuda or England or in any other courts having jurisdiction.
For the benefit of the Pledgee, the Pledgor and the Company hereby
irrevocably submit 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 Pledge Agreement or any other Financing Agreement,
or
the breach, termination or invalidity hereof or thereof. Each of
the
Pledgor and the Company hereby irrevocably designate, appoint and
empower
CME Development Corp. at its registered office (being, on the date
hereof,
at Xxxxxxx Xxxxx, 00 Xxxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx) 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
Pledgee in respect of this Pledge Agreemewnt or any Financing Agreement.
The Pledgor and the Company hereby irrevocably consent 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. The Pledgor and the Company covenant and agree that, so
long as
they have any obligations under this Pledge Agreement, they 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 Pledgee in respect of this Pledge Agreement or any Financing
Agreement and shall keep the Pledgee advised of the identity and
location
of such agent. Nothing herein shall affect the right of the Pledgee
to
commence legal actions or proceedings against the Pledgor or the
Company
in any manner authorised by the laws of any relevant jurisdiction.
The
commencement by the Pledgee of legal actions or proceedings in
one or more
jurisdictions shall not preclude the Pledgee from commencing legal
actions
or proceedings in any other jurisdiction, whether concurrently
or not. The
Pledgor and the Company irrevocably waive any objection they may
now or
hereafter have on any grounds whatsoever to the laying of venue
of any
legal action or proceeding and any claim they may now or hereafter
have
that any such legal action or proceeding has been brought in an
inconvenient forum.
|
|
12.4
|
The
Pledgor and the Company agree to the provisions of Section 12.2
and 12.3
solely because the counterparty to this Pledge Agreement as at
the date
hereof is the Pledgee.
|
|
12.5
|
For
the avoidance of doubt, no provision in Section 12.2, 12.3 and 12.4,
can
be interpreted as being a provision as referred to in article 3:248
paragraph 2 of the Netherlands Antilles Civil Code.
|
|
13.
|
Amendment
of this Pledge Agreement
|
This
Pledge Agreement may only be amended by a written agreement executed by each
of
the Pledgor and the Pledgee. Pledgor and Pledgee shall notify the Company of
such amendment in writing.
|
14.
|
Severability
|
The
illegality, invalidity or unenforceability of any provision of this Pledge
Agreement or any part thereof under the laws of any jurisdiction shall not
affect its legality, validity or enforceability under the laws of any other
jurisdiction nor the legality, validity or enforceability of any other provision
or part thereof. Any illegal, invalid or unenforceable provision shall have
the
effect of an alternative provision that would be valid and the purpose of which
conforms with the first mentioned provision and that would presumably have
been
included in this Pledge Agreement in order to carry out the intentions of the
parties if the first mentioned provision had been omitted in view of its
illegality, invalidity or unenforceability.
|
14.
|
Counterparts
|
This
Pledge Agreement may be executed in counterparts, each of which when so executed
and delivered shall be an original, but all of which together constitute one
and
the same document.
The
signatures follow on the next page.
The
remainder of this page is intentionally left blank.
SIGNATURE
PAGE PLEDGE AGREEMENT ON SHARES
The
parties hereto have caused this Pledge Agreement to be duly executed on the
day
and year first written above.
as
the
Pledgor
|
/s/
Xxxxxxx Xxxxx
|
||
|
By:
|
Xxxxxxx
Xxxxx
|
|
|
Its:
|
Chief
Executive Officer
|
|
European
Bank for Reconstruction and Development
as
the
Pledgee
|
/s/
Xxxxx Xxxxxx
|
||
|
By:
|
Xxxxx
Xxxxxx
|
|
|
Its:
|
Acting
Director - Telecoms, Informatics and Media
|
|
Central
European Media Enterprises N.V.
|
/s/
Xxxx Xxxxxx
|
||
|
By:
|
Xxxx
Xxxxxx
|
|
|
Its:
|
Managing
Director
|
|
Annex
I
Annex
II
Annex
III
