ex10_64.htm


    
      

    

    Exhibit
      10.64

     

    AMENDED
      AND RESTATED REGISTRATION RIGHTS AGREEMENT

     

    THIS
      AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of 11 May
      2007 (this "Agreement"), is made by CENTRAL EUROPEAN MEDIA ENTERPRISES
      LTD., a company formed under the laws of Bermuda (the "Company"), and
      TESTORA LTD., a company formed under the laws of the Republic of Cyprus
      ("Testora").

     

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      pursuant to a Subscription Agreement, dated as of May 2, 2005, between the
      Company and PPF (Cyprus) Ltd. (“PPF”), an Affiliate of Testora (the
      "Subscription Agreement"), the Company issued to PPF an aggregate of
      3,500,000 shares of Class A Common Stock (the “Shares”), in accordance
      with the terms of the Subscription Agreement.

     

    WHEREAS,
      PPF transferred the Shares to Testora on December 30, 2005 in accordance with
      Section 4 of the Subscription Agreement and assumed all of the rights and
      obligations of PPF thereunder and hereunder;

     

    WHEREAS,
      Testora has entered into a loan agreement with Citibank N.A. dated as of the
      date hereof (the “Loan Agreement”) and granted security over the Shares
      as security thereunder pursuant to the Security Documents (as defined in the
      Loan Agreement);

     

    WHEREAS,
      following the termination of Loan Agreement, the irrevocable payment,
      performance and discharge of the Secured Obligations (as defined in the Loan
      Agreement) and the release of the lien over the Shares in accordance with the
      Security Documents, Testora has elected to dispose of the Remaining Shares
      (as
      defined below) as provided hereunder; and

     

    WHEREAS,
      to induce Testora to execute and deliver this Agreement, the Company has agreed
      to provide to Testora and its permitted assigns certain registration rights
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      applicable state securities laws.

    


     

    NOW,
      THEREFORE, in consideration of the foregoing premises and other good
      and valuable consideration, the Company and Testora hereby agree as
      follows:

     

    1.             Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    (a)           
      “End Date” means the earlier of the date on which (i) PPF no longer has,
      or otherwise relinquishes, the right to designate an observer to the Board
      of
      Directors pursuant to the TV Nova Group Agreement dated as of May 2, 2005 among
      PPF, the Company and CME Media Enterprises B.V, (ii) the number of Shares held
      by Testora together with any Permitted Transferee is less than 4% of the total
      number of shares of Class A Common Stock and Class B Common Stock of the Company
      and (iii) a person other than CME Holdco L.P. or a permitted transferee thereof
      acquires voting power in the Company that is greater than 20%.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (b)          “Framework
      Agreement” means the Framework Agreement among the Company, CME Media
      Enterprises BV and PPF dated December 13, 2004.

     

    (c)          "Holder"
      or "Holders" mean a holder or holders of Registrable
      Securities.

     

    (d)          “Loan
      Termination Date” shall mean the date on which the security granted over the
      Shares to Citibank N.A. pursuant to the Security Documents is released in
      accordance with the terms thereof.

     

    (e)          “Permitted
      Transferee” shall have the meaning ascribed to it in Section 6.

     

    (f)           "Registrable
      Securities" shall mean (i) the Remaining Shares; (ii) securities issued or
      issuable upon any stock split, stock dividend, recapitalization or similar
      event
      with respect to such Remaining Shares; and (iii) any other security issued
      as a
      dividend or other distribution with respect to, in exchange for, or in
      replacement of, the securities referred to in the preceding
      clauses.

     

    (g)          "Registration
      Statement" means a registration statement or registration statements of the
      Company filed under the Securities Act covering Registrable
      Securities.

     

    (h)          "Register,"
      "Registered" and "Registration" refer to a registration effected
      by preparing and filing a registration statement in compliance with the
      Securities Act and pursuant to Form S-3 under the Securities Act, and, to the
      extent required, the declaration or ordering of effectiveness of such
      registration statement by the United States Securities and Exchange Commission
      (the "SEC").

     

    (i)           “Remaining
      Shares” means such number of Shares over which the security granted to
      Citibank N.A. is released on the Loan Termination Date.

     

    (j)           "Violations"
      shall have the meaning ascribed to it in Section 5(a).

     

    Capitalized
      terms defined in the introductory paragraph or the recitals to this Agreement
      shall have the respective meanings therein provided.

     

    2.             Permitted
      Sales, Notice and Piggyback Registration.

     

    (a)           From
      the Loan Termination Date, Testora or a Permitted Transferee shall have the
      right to sell such number of Registrable Securities as are permitted to be
      sold
      under Rule 144(e) during any ninety-day period pursuant to any available
      exemption from registration.  For the avoidance of doubt, this
      limitation on the number of shares permitted to be sold shall not apply from
      and
      after the End Date.

     

    (b)           Notwithstanding
      Section 2(a), in the event that prior to the End Date Testora or a Permitted
      Transferee intends to sell more than 1,000,000 Registrable Securities in a
      transaction or series of related transactions  it shall provide
      written notice to the Company at least thirty (30) days prior to the intended
      date of sale.

     

    
      (c)           Following
        receipt of such notice pursuant to Section 2(b), the Company shall be
        entitled  up to two times in any 12-month period prior to the End
        Date, to request that Testora or a Permitted Transferee delay such sale for
        up
        to 90 days if the Company proposes to file within such 90-day period a
        registration statement under the Securities Act for the offering and sale
        of
        securities for its own account in an underwritten offering and the managing
        underwriter therefor shall advise the Company that in its opinion the continued
        distribution of the Registrable Securities would adversely affect the offering
        of the securities proposed to be registered for the account of the
        Company.

       

    

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (d)           Notwithstanding
      Section 2(b), if at any time prior to the End Date, Testora or Permitted
      Transferee is holding not less than 1,000,000 Registrable Securities and the
      Company shall propose an underwritten registration of shares of Class A Common
      Stock for its own account other than a registration statement filed on Form
      S-4,
      Form S-8 or such other similar successor forms then in effect under the
      Securities Act, or a registration relating solely to a Securities Act Rule
      145
      transaction, the Company will:

     

    
      	
               

            	
              (i)

            	
              give
                to Testora or such transferee written notice thereof at least thirty
                (30)
                days prior to the filing of any registration statement relating thereto
                under the Securities Act;

            


    

     

    
      	
               

            	
              (ii)

            	
              subject
                to Section 2(f), include in such underwritten registration (and any
                related qualification under blue sky laws or other compliance), all
                the
                Registrable Securities specified in a written request or requests
                made
                within ten (10) business days after receipt of such written notice
                from
                the Company by Testora or such transferee.  If Testora or such
                transferee decides not to include all of its Registrable Securities
                in any
                underwritten registration thereafter filed by the Company, Testora
                or such
                transferee shall nevertheless continue to have the right to include
                any
                eligible Registrable Securities in any subsequent registration statement
                or registration statements as may be filed by the Company with respect
                to
                underwritten offerings of its securities up until the End Date, all
                upon
                the terms and conditions set forth herein;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              advise
                Testora or such transferee that the right of Testora or such transferee
                to
                registration pursuant to this Section 2(d) shall be conditioned upon
                Testora’s or such transferee’s participation in such underwriting on the
                customary terms provided by the Company and entering into a customary
                underwriting agreement with the underwriter(s) selected by the Company,
                and the inclusion of such Registrable Securities in the underwriting
                to
                the extent provided herein.

            


    

     

    (e)           The
      Company shall permit a single firm of counsel designated by Testora to review
      such Registration Statement, and all amendments and supplements thereto (as
      well
      as any requests for acceleration or effectiveness thereof and any correspondence
      between the Company and the SEC relating to the Registration Statement, if
      required) (collectively, the "Registration Documents") a reasonable
      period of time prior to their filing with the SEC.  The sections of
      such Registration Statement covering information with respect to Testora or
      such
      Permitted Transferee, Testora’s or such transferee’s beneficial ownership of
      securities of the Company or Testora’s or such transferee’s intended method of
      disposition of Registrable Securities shall conform to the information provided
      to the Company by Testora or such transferee.

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      (f)           
        If the managing underwriter of an offering pursuant to Section 2(d) determines
        that marketing factors require a limitation of the number of shares of Class
        A
        Common Stock to be underwritten, the managing underwriter may limit the number
        of Registrable Securities and other securities (if any) to be distributed
        through such underwriting.  The Company shall so advise Testora or
        such Permitted Transferee of such limitation and the number of shares of
        Registrable Securities that may be included in the registration.  No
        such reduction shall reduce the securities being offered by the Company for
        its
        own account to be included in the registration and underwriting.

       

    

    (g)           The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under Section 2(d) prior to the effectiveness of such registration,
      whether or not Testora or such Permitted Transferee has elected to include
      securities in such registration.

     

    3.             Obligations
      of the Company.

     

    In
      connection with the registration of the Registrable Securities, the Company
      shall do each of the following:

     

    (a)           The
      Company shall promptly furnish, after any Registration Statements are prepared
      pursuant to Section 2(d), filed with the SEC, publicly disseminated and
      distributed and received by the Company, to Testora or such Permitted Transferee
      and its legal counsel, a copy of any such Registration Statement, each
      preliminary prospectus, each final prospectus, and all amendments and
      supplements thereto and such other documents as Testora or such transferee
      may
      reasonably request in order to facilitate the disposition of its Registrable
      Securities;

     

    (b)           List
      such securities on The Nasdaq Global Market, if the Company’s securities are
      listed on such market, and all the other national securities exchanges on which
      any securities of the Company are then listed, and file any filings required
      by
      The Nasdaq Global Market and/or such other securities exchanges;

     

    (c)           Notify
      Testora and (if requested by Testora) confirm such advice in writing, (i) when
      or if the prospectus or any prospectus supplement or post-effective amendment
      has been filed with the SEC, and, with respect to any Registration Statement
      including the disposition of Registrable Securities or any post-effective
      amendment, when the same has been declared effective by the SEC, (ii) of any
      request by the SEC for amendments or supplements to any such Registration
      Statement or the prospectus or for additional information, (iii) of the issuance
      by the SEC of any stop order suspending the effectiveness of such Registration
      Statement or the initiation of any proceedings for that purpose, (iv) of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification of the Registrable Shares for sale in any jurisdiction or the
      initiation or threatening of any proceeding for such purpose, and (v) of the
      happening of any event as a result of which the prospectus included in such
      Registration Statement, as then in effect, includes an untrue statement of
      a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in the light of the
      circumstances then existing;

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    
       

      (d)           Cooperate
        with Testora to facilitate the timely preparation and delivery of certificates
        for the Registrable Securities to be offered pursuant to Section2(d) and
        to
        enable such certificates for the Registrable Securities to be in such
        denominations or amounts, as the case may be, as Testora may reasonably request,
        and registered in such names as Testora may request; and, within three business
        days after a Registration Statement which includes Registrable Securities
        is
        effective , the Company shall deliver, and shall cause legal counsel selected
        by
        the Company to deliver, to the transfer agent for the Registrable Securities
        (with copies to Testora) an appropriate instruction and opinion of such
        counsel;

       

    

    (e)           Enter
      into customary agreements (including underwriting agreements in customary form,
      and including provisions with respect to indemnification and contribution in
      customary form) and take all other customary and appropriate actions in order
      to
      expedite or facilitate the disposition of such Registrable Securities and in
      connection therewith:

     

    
      	
               

            	
              (i)

            	
              make
                such representations and warranties agreements, including with respect
                to
                indemnification, to Testora and the underwriters, if any, in form,
                substance and scope as are customarily made by issuers to underwriters
                in
                similar underwritten offerings; and

            


    

     

    
      	
               

            	
              (ii)

            	
              deliver
                such customary documents and certificates as may be reasonably requested
                by Testora if Registrable Securities are being sold or by the
                underwriters.

            


    

     

    4.             Obligations
      of Testora or a Permitted Transferee to Provide
      Information.

     

    In
      connection with the registration of the Registrable Securities, Testora or
      such
      transferee shall do each of the following

     

    (a)           furnish
      to the Company and the underwriter, such information regarding itself, the
      Registrable Securities held by it and the intended method of disposition of
      the
      Registrable Securities held by it as shall be reasonably requested by the
      Company or an underwriter to effect the registration of such Registrable
      Securities, and execute any and all such documents in connection with such
      registration as the Company or an underwriter or the legal counsel of either
      may
      reasonably request.  At least ten business days prior to the first
      anticipated filing date of the Registration Statement, the Company shall notify
      Testora in writing of the information the Company requires of Testora to be
      included in the Registration Statement and Testora or such transferee shall
      provide such information within five business days of receipt of such
      notice.  Testora shall

     

    (b)           enter
      into customary agreements (including underwriting agreements in customary form,
      and including provisions with respect to indemnification and contribution in
      customary form) and take all other customary and appropriate actions in order
      to
      expedite or facilitate the disposition of such Registrable Securities and in
      connection therewith:

     

    
      	
               

            	
              (i)

            	
              make
                such representations and warranties to the Company and the underwriters,
                in form, substance and scope as are customarily made by selling
                shareholders to underwriters in similar underwritten offerings;
                and

            


    

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    
       

      
        	
                 

              	
                (ii)

              	
                deliver
                  such customary documents and certificates as may be reasonably
                  requested
                  by the Company or the underwriters.

              


      

       

    

    
      	
               

            	
              5.

            	
              Expenses
                of Registration.

            


    

     

    All
      expenses and fees, other than Testora’s underwriting discounts or commissions
      and its legal fees, incurred in connection with registrations, filings or
      qualifications pursuant to Section 3, including, without limitation, all
      registration, listing, and qualification fees, printing and accounting fees,
      and
      the fees and disbursements of counsel and auditors for the Company shall be
      borne by the Company.

     

    6.             Assignment
      of the Registration Rights.

     

    Testora
      may transfer Registrable Securities to an affiliate (as such term is defined
      under the Securities Act) (a “Permitted Transferee”) with the prior
      written consent of the Company, such consent not to be unreasonably withheld.
      The rights to have the Company register Registrable Securities pursuant to
      this
      Agreement shall be automatically assigned by Testora to any Permitted Transferee
      if: (a) Testora agrees in writing with the transferee or assignee to assign
      such
      rights, and a copy of such agreement is furnished to the Company within a
      reasonable time after such assignment; and (b) at or before the time the Company
      receives the written notice contemplated by clause (b) of this sentence, the
      transferee or assignee agrees in writing to be bound by all of the provisions
      contained herein. No transferee of Shares pursuant to Section 2 shall be deemed
      to be a Permitted Transferee hereunder.

     

    7.             Amendment
      of Registration Rights.

     

    Any
      provision of this Agreement may be amended and the observance thereof may be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and
      Testora.  Any amendment or waiver effected in accordance with this
      Section 7 shall be binding upon Testora and the Company.

     

    8.             Reports
      under the Exchange Act.

     

    The
      Company agrees to file with the SEC all reports and other documents required
      of
      the Company under the Securities and Exchange Act of 1934.

     

    9.             Termination
      of Registration Rights.

     

    The
      obligations of the Company and Testora under this Agreement shall terminate
      on
      the earlier of (i) the date on which Testora or a Permitted Transferee owns
      less
      than 1,000,000 Registrable Securities and (ii) the
      End  Date.

     

    10.             Termination
      of Subscription Agreement.

     

    The
      obligations of the Company and Testora under the Subscription Agreement (as
      amended by the Tripartite Agreement) shall terminate on the Loan Termination
      Date other than Section 4(d) thereof, which shall terminate on the End
      Date.

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    11.             Agreement
      of Testora.

     

    (a)           In
      consideration for the Company agreeing to its obligations under this Agreement,
      Testora and each Permitted Transferee agrees, in connection with a registration
      of shares of Class A Common Stock by the Company under the Securities Act in
      accordance with Section 2 hereof, not to sell (including pursuant to Section
      2(a) hereof), make any short sale of, loan, grant any option for the purchase
      of, or otherwise dispose of, any securities of the Company (other than those
      included in the subject registration) without the prior written consent of
      the
      Company and, if such registration is underwritten, of such underwriters, as
      the
      case may be, for such period of time (not to exceed 90 days from the effective
      date of such registration) as may be requested by the Company or such managing
      underwriters.

     

    (b)           In
      order to enforce Section 11(a) hereof, the Company may impose stop-transfer
      instructions with respect to the shares or securities of every person subject
      to
      such restriction until the end of such period.  Each holder of
      Registrable Securities agrees that, if so requested, such holder will execute
      an
      agreement in the form provided by the underwriter containing terms which are
      generally consistent with the provisions of this Section 11.

     

    12.             Miscellaneous.

     

    (a)           A
      person or entity is deemed to be a holder of Registrable Securities whenever
      such person or entity owns of record such Registrable Securities.  If
      the Company receives conflicting instructions, notices or elections from two
      or
      more persons or entities with respect to the same Registrable Securities, the
      Company shall act upon the basis of the instructions, notice or election
      received from the registered owner of such Registrable Securities.

    
       

      (b)           Any
        notice required or permitted hereunder shall be given in writing (unless
        otherwise specified herein) and shall be effective upon personal delivery,
        via
        facsimile (upon receipt of confirmation of error-free transmission) or two
        business days following deposit of such notice with an internationally
        recognized courier service, with postage prepaid and addressed to each of
        the
        other parties thereunto entitled at (i) the address set forth below or (ii)
        at
        such other addresses as a party may designate by ten days advance written
        notice
        to each of the other parties hereto.

    

     

    
      	
              Company:

            	 	
              Central
                European Media Enterprises Ltd.

            
	 	 	
              Aldwych
                House

            
	 	 	
              81
                Aldwych, London

            
	 	 	
              WC2B
                4HN ENGLAND

            
	 	 	
              ATTENTION:
                General Counsel

            
	 	 	 
	 	 	
              Tel:
                +44-20-7430-5430

            
	 	 	
              Fax:
                +44-20-7430-5403

            
	 	 	 
	 	 	
              with
                a copy to:

            
	 	 	 
	 	 	
              Katten
                Muchin Zavis Rosenman

            
	 	 	
              575
                Madison Avenue

            
	 	 	
              New
                York, NY 10022

            
	 	
               

            	
              ATTENTION:  Robert
                L. Kohl, Esq

            
	 	 	 
	 	 	
              Tel:
                +1-212-940-6380

            
	 	 	
              Fax:
                +1-212-940-8776

            


    

    


    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Testora:

            	 	
              TESTORA
                LIMITED

            
	 	 	
              Grigori
                Afxentiou 8

            
	 	 	
              EL/.PA
                Livadioti

            
	 	 	
              PC6023Larnaca,
                Cyprus

            
	 	 	
              ATTENTION:

            
	 	 	 
	 	 	
              Tel:
                +357 22 66 01 83

            
	 	 	
              Fax:
                +357 22 66 01 87

            
	 	 	 
	 	 	
              with
                a copy to:

            
	 	 	 
	 	 	
              PPF
                CONSULTING a.s.

            
	 	 	 
	 	 	
              Na
                Pankráci 1658/121

            
	 	 	
              140
                00 Praha 4 - Pankrác

            
	 	 	
              Czech
                Republic

            
	 	 	
              ATTENTION:
                Tomáš Brzobohatý

            
	 	 	 
	 	 	
              Tel:
                +420 224 559 072

            
	 	 	
              Fax:
                +420 224 559 229

            


    

     

    (c)           Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    (d)           This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York, without giving effect to conflicts of laws
      issues.  Each of the parties agrees to the jurisdiction of the federal
      courts whose districts encompass any part of the City of New York or the state
      courts of the State of New York sitting in the City of New York in connection
      with any dispute arising under this Agreement and hereby waives, to the maximum
      extent permitted by law, any objection, including any objection based on
forumnon conveniens, to the bringing of any such proceeding in
      such jurisdictions.  This Agreement may be signed in two or more
      counterparts, each of which shall be deemed an original.  The headings
      of this Agreement are for convenience of reference and shall not form part
      of,
      or affect the interpretation of, this Agreement.  If any provision of
      this Agreement shall be invalid or unenforceable in any jurisdiction, such
      validity or unenforceability shall not affect the validity or enforceability
      of
      the remainder of this Agreement or the validity or enforceability of this
      Agreement in any other jurisdiction.  Subject to the provisions of
      Section 10 hereof, this Agreement may be amended only by an instrument in
      writing signed by the party to be charged with enforcement.

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    (e)           This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof.  This Agreement supersedes all prior
      agreements and understandings among the parties hereto with respect to the
      subject matter hereof.

     

    (f)           
      Subject to the requirements of Section 9 hereof, this Agreement shall inure
      for
      the benefit of and be binding upon the successors and assigns of each of the
      parties hereto.

     

    (g)          
      All pronouns and any variations thereof refer to the masculine, feminine or
      neuter, singular or plural, as the context may require.

     

     

    IN
      WITNESS WHEREOF, this Amended and Restated Registration Rights
      Agreement has been duly executed by the undersigned as of the date set forth
      above.

     

    


    
      	 	
              CENTRAL
                EUROPEAN MEDIA ENTERPRISES LTD.

            
	 	 
	 	 
	
               

            	
              By:
                /s/
                Michael Garin

            
	 	 	 
	 	
               Name:
                

            	
              Michael
                Garin

            
	 	
               Title:

            	
              Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              TESTORA
                LIMITED

            
	 	 	 
	 	 	 
	 	
              By:
                /s/
                Elena Chrysanthou

            
	 	 	 
	 	
               Name:

            	
              Elena
                Chrysanthou

            
	 	
               Title:

            	
              Director

            
	 	 	 
	 	 	 
	 	
              By:
                /s/
                Katerina Nicolaou

            
	 	 	 
	 	
               Name:
                

            	
              Katerina
                Nicolaou

            
	 	
               Title:

            	
              Director

            


    

     

     

    9