ex10_10.htm


    
      

    

    Exhibit
10.10

    


    Execution
Version

    


    GLOBAL
DEED OF RELEASE

    


    DATED
16 September, 2009

    


    CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

    


    and

    


    CME
MEDIA ENTERPRISES B.V.

    


    and

    


    CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.

    


    as
Released Parties

    


    and

    


    EUROPEAN
BANK FOR RECONSTRUCTION AND DEVELOPMENT

    as
EBRD


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONTENTS

     

    
      	 
      	 
      	
              Page

            
	 
      	 
      	 
      
	
              1.

            	
              Definitions

            	
              1

            
	
              2.

            	
              Release

            	
              2

            
	
              3.

            	
              Further
      Assurance

            	
              3

            
	
              4.

            	
              Expenses

            	
              3

            
	
              5.

            	
              Contracts
      (Rights of Third Parties) Act

            	
              3

            
	
              6.

            	
              Counterparts

            	
              3

            
	
              7.

            	
              Governing
      Law and Jurisdiction

            	
              3

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS DEED is dated 16
September, 2009.

     

    BETWEEN:

     

    
      	
              (1)

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

            


    

     

    
      	
              (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 the Borrower and CME BV, the “Released Parties”);
      and

            


    

     

    
      	
              (4)

            	
              EUROPEAN BANK FOR
      RECONSTRUCTION AND DEVELOPMENT, an international organisation
      formed by treaty in its capacity as lender under the Facility Agreements
      (the “EBRD”).

            


    

     

    BACKGROUND:

     

    
      	
              (A)

            	
              The
      Released Parties and EBRD enter into this Deed in connection with the
      Facility Agreements (as defined
below).

            


    

     

    
      	
              (B)

            	
              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:

            


    

     

    “Facility Agreements” means the
Original EBRD Loan and the New EBRD Loan.

     

    “New EBRD Loan” means the
revolving loan agreement dated 22 August, 2007 (as amended, restated, varied
and/or supplemented from time to time ) between the Borrower and EBRD, pursuant
to which EBRD has agreed to lend to the Borrower an amount not to exceed
€50,000,000, subject to the terms and conditions set forth in the New EBRD
Loan.

     

    “Original EBRD Loan” means the
revolving loan agreement dated 21 July 2006 as amended by an Amendatory Letter
Agreement dated 16 November 2006 and as further amended by a Supplemental
Agreement dated 22 August 2007 (each as amended, restated, varied and/or
supplemented from time to time) between the Borrower and EBRD, pursuant to which
EBRD has agreed to lend to the Borrower an amount not to exceed €100,000,000,
subject to the terms and conditions set forth in the Original EBRD
Loan.

     

    “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 2 to this Deed.

     

    “Released Documents”
means:

     

    
      	
               
      

            	
              (a)

            	
              (save
      as contemplated under Section 8.01 of each of the Facility Agreements) the
      Facility Agreements;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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 2 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 any other
agreement having the commercial effect of conferring security.

     

    
      	
              1.2

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

            


    

     

    
      	
              1.3

            	
              The
      provisions of Clause 1.02 (Construction) of the New EBRD Loan are
      incorporated into this Deed by reference, with references to "this
      Agreement" or similar terms being construed as references to this
      Deed.

            


    

     

    2.      RELEASE

     

    
      	
              2.1

            	
              Upon
      receipt no later than 5:00 p.m. (London time) on 17 September, 2009 (the
      “Repayment Date”)
      of immediately available funds in unconditional and irrevocable repayment
      of the amounts outstanding or payable under the Facility Agreements as
      listed in Column 1, Column 2, Column 3 and Column 4 of Schedule 1
      (Outstandings) (collectively, the “Repayment Amounts”),
      such payments to be made to the credit of the following
      account:

            


    

     

    
      	
              Receiving
      Bank;

            	
              DEUTSCHE
      BANK, Frankfurt

            
	 
      	 
      
	
              Swift
      code:

            	
              DEUTDEFFXXX

            
	 
      	 
      
	
              Payee

            	
              European
      Bank for Reconstruction and Development, London

            
	 
      	 
      
	
              Swift
      code:

            	
              EBRDGB2L

            
	 
      	 
      
	
              A/C
      No:

            	
              DE51500700100925445900

            
	 
      	 
      
	
              Ref:

            	
              Operation
      No 38237/36371

            


    

     

    EBRD:

     

    
      	
               
      

            	
              (a)

            	
              releases
      and re-assigns 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 ERBD in and to the Released
Assets;

            


    

     

    
      	
               
      

            	
              (b)

            	
              releases
      such Security Documents, re-assigns and re-conveys any rights, interest
      and title previously assigned to EBRD under such Security Documents to the
      Released Parties, which accept such release and
      re-assignments;

            


    

     

    
      	
               
      

            	
              (c)

            	
              releases
      (save as contemplated under Section 8.01 of each of the Facility
      Agreements) 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 Facility
      Agreements;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

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

            


    

     

    
      	
              2.2

            	
              EBRD
      confirms that no demand has been made on the Released Parties or otherwise
      in relation to the Facility
Agreements.

            


    

     

    3.      FURTHER
ASSURANCE

     

    EBRD
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.

     

    EBRD
undertakes to deliver promptly upon receipt of the Repayment Amounts an
execution release confirmation letter in the form of Schedule 3 to this Deed and
a pledge release letter 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 EBRD or any person appointed
by EBRD 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

     

    This Deed
is governed by English law.

     

    Any
dispute, controversy or claim arising out of or relating to this Deed, 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 the London Court of International Arbitration.  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 Deed
waive any rights under the Arbitration Act 1996 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 each of Released Parties agrees that it shall not seek
from any judicial authority, any interim measures of protection or pre-award
relief against EBRD, any provisions of UNCITRAL Arbitration Rules
notwithstanding. No arbitral tribunal shall be authorised to take or provide,
and each of the Released Parties agree that it shall not seek from any judicial
authority, any interim measures of protection or pre-award relief against EBRD,
any provisions of UNCITRAL Arbitration Rules notwithstanding.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Nothing
in this Agreement shall be construed as a waiver, renunciation or other
modification of any immunities, privileges or exemptions of EBRD accorded under
the Agreement Establishing the European Bank for Reconstruction and Development,
international convention or any applicable law.

     

    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/
      Corina Dorobantu

            	 
      
	 
      	 
      
	
              Name:
      Corina Dorobantu

            	 
      
	 
      	 
      
	
              Address:

            	 
      
	 
      	 
      
	
              EXECUTED
      as a DEED

            	
              )

            
	
              by
      CME MEDIA ENTERPRISES
      B.V.

            	
              )
      /s/ David
      Sturgeon

            
	
              acting
      by           David
      Sturgeon

            	
              )

            
	
              acting
      under the authority of that company,

            	
              )

            
	
              in
      the presence of:

            	
              )

            
	 
      	 
      
	
              Witness's
      Signature: /s/
      Joanne Cochrane

            	 
      
	 
      	 
      
	
              Name:
      Joanne Cochrane

            	 
      
	 
      	 
      
	
              Address:
      c/o 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/
      Corina Dorobantu

            	 
      
	 
      	 
      
	
              Name:
      Corina Dorobantu

            	 
      
	 
      	 
      
	
              Address:

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              EBRD

            	 
      
	 
      	 
      
	
              EXECUTED
      as a DEED

            	
              )

            
	
              by
      EUROPEAN BANK FOR

            	
              )
      /s/ Chris
      Taubman

            
	
              RECONSTRUCTION
      AND

            	
              )

            
	
              DEVELOPMENT

            	
              )

            
	
              acting
      by           Chris
      Taubman

            	
              )

            
	
              acting
      under the authority of that company

            	
              )