ex10_16.htm


    
      
        

      

      Exhibit
10.16

       

      Execution version

       

       

      GLOBAL
DEED OF RELEASE

       

      DATED
29 September, 2009

       

      CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

       

      and

       

      CME
MEDIA ENTERPRISES B.V.

       

      and

       

      CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.

       

      as
Released Parties

       

      and

       

      THE
BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH (FORMERLY JPMORGAN
CHASE BANK, N.A., LONDON BRANCH)

       

      as
Security Trustee


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CONTENTS

       

      Page

       

      
        	
                1.

              	
                Definitions

              	
                1

              
	
                2.

              	
                Release

              	
                2

              
	
                3.

              	
                Further
      Assurance

              	
                2

              
	
                4.

              	
                Expenses

              	
                3

              
	
                5.

              	
                Contracts
      (Rights of Third Parties) Act

              	
                3

              
	
                6.

              	
                Counterparts

              	
                3

              
	
                7.

              	
                Governing
      Law and Jurisdiction

              	
                3

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIS DEED is dated 29
September, 2009.

       

      BETWEEN:

       

      
        	
                (1)

              	
                CENTRAL EUROPEAN MEDIA
      ENTERPRISES LTD., a company incorporated under the laws of Bermuda
      with registration number 19574 (the “CME
    Ltd”);

              


      

       

      
        	
                (2)

              	
                CME MEDIA ENTERPRISES
      B.V., a private limited liability company incorporated under Dutch
      laws with registration number 96385(0) (“CME
  BV”);

              


      

       

      
        	
                (3)

              	
                CENTRAL EUROPEAN MEDIA
      ENTERPRISES N.V., a public limited liability company incorporated
      under the laws of the Netherlands Antilles with registration number
      67248(0)  (“CME
      NV”; and together with CME Ltd and CME BV, the “Released Parties”);
      and

              


      

       

      
        	
                (4)

              	
                THE BANK OF NEW YORK MELLON,
      ACTING THROUGH ITS LONDON BRANCH (FORMERLY JPMORGAN CHASE BANK, N.A.
      LONDON BRANCH), with registered
      address One Canada Square, London E14 5AL, United Kingdom, (the “Security
      Trustee”).

              


      

       

      BACKGROUND:

       

      
        	
                (A)

              	
                The
      Released Parties and the Security Trustee enter into this Deed in
      connection with the Indenture (as defined below) and the redemption of the
      Notes (as defined below).

              


      

       

      
        	
                (B)

              	
                CME
      Ltd has delivered a Redemption Notice to redeem the Notes at the
      Redemption Price.

              


      

       

      
        	
                (C)

              	
                It
      is intended that this document takes effect as a deed notwithstanding the
      fact that a party may only execute this document under
    hand.

              


      

       

      IT IS AGREED as
follows:

       

      1.    DEFINITIONS

       

      
        	
                1.1

              	
                In
      this Deed:

              


      

       

      “Discharge Date” means the
later of either September 29, 2009 or the date on which the conditions of
Section 8.5(ii) of the Indenture have been satisfied.

       

      “Indenture” means the
indenture, dated May 5, 2005 among CME Ltd, CME NV, CME BV, Bank of New York
Mellon, acting through its London branch (formerly JPMorgan Chase Bank, N.A.,
London branch), as Trustee, Transfer Agent, Principal Paying Agent and Security
Trustee and The Bank of New York Mellon (Luxembourg) S.A. (formerly J.P. Morgan
Bank Luxembourg S.A.), as Registrar, Luxembourg Transfer Agent and Luxembourg
Paying Agent.

       

      “Notes” means the notes issued
pursuant to the Indenture that are outstanding on the Discharge
Date.

       

      “Released Assets” means the
assets of each of the Released Parties subject to security interests under the
Security Documents and as listed in the column headed “Released Assets” in
Schedule 1 to this Deed.

       

      “Released Documents”
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Indenture;

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                the
      Security Documents; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      other document which creates a Security Interest over the Released
      Assets.

              


      

       

      “Security Documents” means the
security agreements listed in the column headed “Security Document” and dated as
listed in the column headed “Date” in Schedule 1 to this Deed and “Security
Document” means any one of them.

       

      “Security Interest” means any
mortgage, charge (fixed or floating), pledge, lien, hypothecation, right of
set-off, security trust, assignment or other security interest any other
agreement having the commercial effect of conferring security.

       

      
        	
                1.2

              	
                Unless
      given a different meaning in this Deed, terms defined in the Indenture (as
      applicable) have the same meaning when used in this
  Deed.

              


      

       

      2.    DISCHARGE AND
RELEASE

       

      
        	
                2.1

              	
                On
      the Discharge Date, the Security Trustee
shall:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                release
      and re-assign the Released Assets from all Security Interests created,
      evidenced or conferred by or pursuant to the Released Documents and
      reassigns and retransfers to the Released Parties all right, interest and
      title of the Security Trustee in and to the Released
    Assets;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                release
      such Security Documents, re-assign and re-convey any rights, interest and
      title previously assigned to the Security Trustee under such Security
      Documents to the Released Parties, which accept such release and
      re-assignments;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                release
      irrevocably and unconditionally each of the Released Parties from all
      present and future obligations and liabilities (both actual and
      contingent) under and in connection with the
  Indenture;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                agree
      that the Security Documents (in particular any future assignment,
      transfer, pledge or charges contemplated therein) are terminated;
      and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                authorise
      each of the Released Parties to take any steps necessary to give effect to
      this Clause 2
  (Release).

              


      

       

      
        	
                2.2

              	
                The
      Security Trustee confirms that no demand has been made on the Released
      Parties or otherwise in relation to the
  Indenture.

              


      

       

      3.    FURTHER
ASSURANCE

       

      
        	
                3.1

              	
                The
      Security Trustee will, at the request and cost of the Released Parties,
      take whatever action is necessary or reasonably advisable to give effect
      to Clause 2 (Release) of this Deed, including
      entering into such instruments or surrendering such certificates or
      documents as are necessary or reasonably advisable under the terms of any
      relevant jurisdiction to effect and/or perfect the releases herein
      referred to.

              


      

       

      
        	
                3.2

              	
                The
      Security Trustee undertakes to deliver promptly on the Discharge
      Date:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      duly executed release confirmation letter in the form of Schedule 2 to
      this Deed;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      duly executed pledge release letter in the form of Schedule 3 to this
      Deed; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                a
      duly executed deed of amendment relating to an Intercreditor Agreement,
      dated 21 July 2006 as amended on 16 May 2007, 22 August 2007, 10 March
      2008 and 17 September 2009 in the form of Schedule 4 to this
      Deed.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.    EXPENSES

       

      The
Released Parties must promptly pay all costs and expenses (including legal fees)
properly incurred in connection with this Deed by the Security Trustee or any
person appointed by the Security Trustee under the Security
Documents.

       

      5.    CONTRACTS (RIGHTS OF
THIRD PARTIES) ACT

       

      A person
who is not party to this Deed may not enforce any of its terms under the
Contracts (Rights of Third Parties) Act 1999 and notwithstanding any term of
this Deed, no consent of any third party is required for any amendment
(including any release or compromise of any liability) or termination of this
Deed.

       

      6.    COUNTERPARTS

       

      This Deed
may be executed in any number of counterparts and all of those counterparts
taken together will be deemed to constitute one and the same
instrument.

       

      7.    GOVERNING LAW AND
JURISDICTION

       

      
        	
                7.1

              	
                This
      Deed is governed by English law.

              


      

       

      
        	
                7.2

              	
                The
      courts of England have exclusive jurisdiction to settle any dispute
      arising out of or in connection with this Deed, and the parties to the
      parties to this Deed agree that the courts of England are the most
      appropriate and convenient courts to settle disputes arising in connection
      with this Deed.

              


      

       

      THIS DEED has been executed
and delivered as a deed on the date stated at the beginning of this
Deed.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SIGNATORIES

       

      Released
Parties

       

      


       

      EXECUTED as a
DEED                                                                )

      by CENTRAL EUROPEAN
MEDIA                                          )           /s/ Charles
Frank

      ENTERPRISES
LTD.                                                                   )

      acting
by                      Charles
Frank                                         
)

      acting
under the authority of that
company,                            )

      in the
presence
of:                                                                        
)

       

      Witness’s
Signature: /s/ Joanne
Cochrane

       

      Name:
Joanne Cochrane

       

      Address:
52 Charles Street, London W1J 5EU

       

      


       

      EXECUTED as a
DEED                                                                )

      by CME MEDIA ENTERPRISES
B.V.                                      )

      acting
by                      David
Sturgeon                                      )           /s/ David
Sturgeon

      acting
under the authority of that
company,                            )

      in the
presence
of:                                                                       
)

       

      Witness’s
Signature: /s/ Joanne
Cochrane

       

      Name:
Joanne Cochrane

       

      Address:
52 Charles Street, London W1J 5EU

       

      


       

      EXECUTED as a
DEED                                                                )

      by CENTRAL EUROPEAN
MEDIA                                         
)           /s/ Oliver
Meister

      ENTERPRISES
N.V.                                                                    )

      acting
by                      Oliver
Meister                                         )

      acting
under the authority of that
company,                            )

      in the
presence
of:                                                                        
)

       

      Witness’s
Signature: /s/ Iulia
Secareanu

       

      Name:
Iulia Secareanu

       

      Address:

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
Security Trustee

      


       

      EXECUTED as a
DEED                                                                )

      by THE BANK OF NEW YORK
MELLON,                            )           /s/ Noora
Pahkala

      ACTING THROUGH
ITS                                                            )

      LONDON
BRANCH                                                                    )

      acting
by                      Noora
Pahkala                                         )

      acting
under the authority of that
company                             )