Wdesk | Exhibit






Exhibit 10.2


EXECUTION VERSION
	
	
	DEED OF AMENDMENT 
relating to an Intercreditor Agreement dated 21 July 2006,
as amended and restated by a Deed of Amendment dated 16 May 2007,
by a Deed of Amendment dated 22 August 2007, 
by a Deed of Amendment dated 10 March 2008,
by a Deed of Amendment dated 17 September 2009, 
by a Deed of Amendment dated 29 September 2009,
by a Deed of Amendment dated 21 October 2010, 
by a Deed of Amendment dated February 18, 2011,
by a Deed of Amendment dated October 8, 2012,
by a Deed of Amendment dated 2 May 2014, and 
by a Deed of Amendment dated 14 November 2014.



	



CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., 
CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. and
CME MEDIA ENTERPRISES B.V. 
as Obligors;






DEUTSCHE BANK TRUST COMPANY AMERICAS
as 2011 Trustee;








TIME WARNER INC. 
as 2014 Term Loan Agent;




TIME WARNER INC.
as 2014 RCF Agent;




DEUTSCHE BANK TRUST COMPANY AMERICAS
as 2014 Trustee; 


and


TIME WARNER INC.
as 2014 Guarantor 

















CONTENTS
	
		
	Clause
	Page

	1.    DEFINITIONS AND INTERPRETATION
	1

	2.    RESTATEMENT OF THE ORIGINAL AGREEMENT
	2

	3.    FURTHER ASSURANCE
	2

	4.    MISCELLANEOUS
	2

	5.    GOVERNING LAW
	2

	SCHEDULE 1 RESTATED AGREEMENT
	Schedule 1

















THIS DEED is dated 30 September 2015 and made between:
		
	(A)
	CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company established under the laws of Bermuda (the “Company”);


		
	(B)
	CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. a company established under the laws of Curaçao (“CME N.V.”);


		
	(C)
	CME MEDIA ENTERPRISES B.V. a company established under the laws of the Netherlands (“CME B.V.”);


		
	(D)
	DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (acting in its capacity as Trustee and Security Agent under the 2011 Indenture) (the “2011 Trustee”); 


		
	(E)
	TIME WARNER INC. (acting in its capacity as Security Agent under the 2014 Term Loan) (the “2014 Term Loan Agent”); 


		
	(F)
	TIME WARNER INC. (acting in its capacity as Security Agent under the 2014 RCF) (the “2014 RCF Agent”); 


		
	(G)
	DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (acting in its capacity as Trustee and Security Agent under the 2014 Indenture) (the “2014 Trustee”); and


		
	(H)
	TIME WARNER INC. (acting in its capacity as CME Credit Guarantor and Agent under the 2014 Reimbursement Agreement) (the “2014 Guarantor”).


IT IS AGREED as follows:
1.DEFINITIONS AND INTERPRETATION
1.1    Definitions
In this Deed:
 “2011 Indenture” means an Indenture dated as of 18 February 2011, between, amongst others, the Company, CME N.V., CME B.V. and the 2011 Trustee, as Trustee, Security Agent, Paying Agent, Conversion Agent, Transfer Agent and Registrar. 
 “2014 RCF” means Amended and Restated Revolving Loan Facility Credit Agreement dated, as of 2 May 2014, as amended and restated as of 14 November 2014, amongst the Company, the Lenders party thereto, and Time Warner Inc., as Administrative Agent.
“2014 Term Loan” means Amended and Restated Term Loan Facility Credit Agreement, dated as of February 28, 2014, as amended and restated as of 14 November 2014, amongst the Company, the Lenders party thereto, and Time Warner Inc., as Administrative Agent.
“2014 Indenture” means an Indenture dated as of 2 May 2014, amongst the Company, CME N.V., CME B.V. and the 2014 Trustee, as Trustee, Paying Agent, Transfer Agent, Registrar and the Security Agent.  
“2014 Reimbursement Agreement” means a Reimbursement Agreement dated, as of 14 November 2014, as amended from time to time, between the Company and the 2014 Guarantor.
“Obligors” means the Company, CME N.V. and CME B.V.
“Original Agreement” means the Intercreditor Agreement dated 21 July 2006, as amended and restated by a Deed of Amendment dated 16 May 2007, by a Deed of Amendment dated 22 August 2007, by a Deed of Amendment dated 10 March 2008, by a Deed of Amendment dated 17 September 2009, by a Deed of Amendment dated 29 September 2009, by a Deed of Amendment dated 21 October 2010, by a Deed of Amendment dated 18 February 2011, by a Deed of Amendment dated 8 October 2012, by a Deed of Amendment dated 2 May 2014, and as further amended and restated by a Deed of Amendment dated 14 November 2014.

1








“Restated Agreement” means the Original Agreement, as amended and restated by this Deed, and the terms of which are set out in Schedule 1 (Restated Agreement).
1.2    Incorporation of defined terms
		
	(a)
	Unless a contrary indication appears, a term defined in the form of Restated Agreement attached as Schedule 1 to this Deed has the same meaning in this Deed.


		
	(b)
	The principles of construction set out in the form of Restated Agreement attached as Schedule 1 to this Deed shall have effect as if set out in this Deed.


1.3    Clauses
In this Deed any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Deed.
2.    RESTATEMENT OF THE ORIGINAL AGREEMENT
With effect from the date of this Deed, the Original Agreement shall be amended and restated in the form set out in Schedule 1 (Restated Agreement).
3.    FURTHER ASSURANCE
The Company shall ensure that each Obligor shall, at the request of the 2011 Trustee, the 2014 Term Loan Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 Term Loan), the 2014 RCF Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 RCF), the 2014 Trustee, and the 2014 Guarantor, and, at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Deed.
4.    MISCELLANEOUS
4.1    Incorporation of terms
The provisions of Article 4.02 (Entire Agreement; Amendment and Waiver), Article 4.03 (Notices), Article 4.04 (Governing Law and Arbitration) sub-paragraph (b), and Article 4.05 (Successors and Assigns; Third Party Rights) of the Restated Agreement shall be incorporated into this Deed as if set out in full in this Deed and as if references in those clauses to “this Agreement” are references to this Deed.
4.2    Counterparts
This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.
5.    GOVERNING LAW
This Deed and any non-contractual obligations arising out of or in connection with it shall be governed and construed in accordance with English law.
This Deed has been entered into on the date stated at the beginning of this Deed.

2








SCHEDULE 1 
RESTATED AGREEMENT
[Intentionally left blank]







IN WITNESS WHEREOF, the parties hereto, acting through their duly authorised representatives, have caused this Deed to be executed and delivered as a Deed on the date first above written.


THE OBLIGORS 
EXECUTED and DELIVERED as a DEED  
for and on behalf of
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.


By:        /s/ David Sturgeon
Name:        David Sturgeon
Title:         Chief Financial Officer


Address:     O’Hara House, 3 Bermudiana Road, Hamilton, Bermuda
Facsimile:     +1 441 295 0992
Attention:     Assistant Secretary


With a copy to:
Address:    CME Media Services Limited
Krizeneckeho nam. 1078/5a
Prague 5, 152 00, Czech Republic
Facsimile:    +420 242 464 483
Attention:     Legal Department

	
			
	 
	 
	 














EXECUTED and DELIVERED as a DEED  
for and on behalf of
CENTRAL EUROPEAN MEDIA ENTERPRISES N.V.




By:        /s/ Daniel Penn
Name:        Daniel Penn
Title:         Managing Director
Address:     Schottegatweg Oost 44, Willemstad, Curaçao
Facsimile:     + 599 9 732 2500
Attention:     Managing Director


With a copy to:
Address:    CME Media Services Limited
Krizeneckeho nam. 1078/5a
Prague 5, 152 00, Czech Republic
Facsimile:    +420 242 464 483
Attention:     Legal Department







	
			
	 
	 
	 
















EXECUTED and DELIVERED as a DEED  
for and on behalf of
CME MEDIA ENTERPRISES B.V.


By:        /s/ Alphons van Spaendonck
Name:        Alphons van Spaendonck
Title:         Managing Director


By:        /s/ Dennis Kramer
Name:        Pan-Invest B.V., represented by Dennis Kramer
Title:        Managing Director


Address:     Piet Heinkade 55, Unit G-J, 1019GM, Amsterdam, The Netherlands
Facsimile:     +312 042 31404
Attention:     Managing Director




With a copy to:
Address:     CME Media Services Limited
Krizeneckeho nam. 1078/5a
Prague 5, 152 00, Czech Republic
Facsimile:    +420 242 464 483
Attention:     Legal Department



	
			
	 
	 
	 
















The 2011 Trustee
EXECUTED and DELIVERED as a DEED 
for and on behalf of
DEUTSCHE BANK TRUST COMPANY AMERICAS


By:        Deutsche Bank National Trust Company
/s/ Chris Niesz
Name:        Chris Niesz
Title:         Assistant Vice President


/s/ Debra A. Schwalb
Name:        Debra A. Schwalb
Title:         Vice President
in the presence of:      /s/ Kathryn Fischer    Kathryn Fischer
Assistant Vice President    
Address:    Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, 16th Floor MS NYC60-1630 
New York, New York 10005
U.S.A.
Facsimile:     + 1 732 578 4635
Attention:    Corporates Team Deal Manager – Central European Media Enterprises Ltd.


with a copy to:


Address:    Deutsche Bank Trust Company Americas
c/o Deutsche Bank National Trust Company
Trust & Securities Services
100 Plaza One, 6th Floor Mailstop JCY03-0699 
Jersey City, New Jersey 07311
U.S.A.
Facsimile:     + 1 732 578 4635
Attention:    Corporates Team Deal Manager – Central European Media Enterprises Ltd.

	
			
	 
	 
	 














The 2014 Term Loan Agent
EXECUTED and DELIVERED as a DEED 
for and on behalf of
TIME WARNER INC.


By:        /s/ Edward B. Ruggiero
Name:        Edward B. Ruggiero
Title:         Senior Vice President & Treasurer


By:        /s/ Stephen N. Kapner
Name:        Stephen N. Kapner
Title:         Vice President & Assistant Treasurer


in the presence of:     /s/ Lisa Reinhardt            Lisa Reinhardt
                    
Address:    One Time Warner Center
New York, New York 10019


Facsimile:     (212) 484-7151


Attention:    Treasurer



	
			
	 
	 
	 














The 2014 RCF Agent
EXECUTED and DELIVERED as a DEED 
for and on behalf of
TIME WARNER INC.




By:        /s/ Edward B. Ruggiero
Name:        Edward B. Ruggiero
Title:         Senior Vice President & Treasurer


By:        /s/ Stephen N. Kapner
Name:        Stephen N. Kapner
Title:         Vice President & Assistant Treasurer


in the presence of:     /s/ Lisa Reinhardt            Lisa Reinhardt
            
Address:    One Time Warner Center
New York, New York 10019




Facsimile:     (212) 484-7151


Attention:    Treasurer

	
			
	 
	 
	 














The 2014 Trustee
EXECUTED and DELIVERED as a DEED 
for and on behalf of
DEUTSCHE BANK TRUST COMPANY AMERICAS


BBy:        Deutsche Bank National Trust Company
/s/ Irina Golovashchuk
Name:        Irina Golovashchuk
Title:         Vice President


/s/ Chris Niesz
Name:        Chris Niesz
Title:         Assistant Vice President
in the presence of:      /s/ Kathryn Fischer    Kathryn Fischer
Assistant Vice President    
Address:    Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, 16th Floor MS NYC60-1630 
New York, New York 10005
U.S.A.
Facsimile:     + 1 732 578 4635
Attention:    Corporates Team Deal Manager – Central European Media Enterprises Ltd.
with a copy to:


Address:    Deutsche Bank Trust Company Americas
c/o Deutsche Bank National Trust Company
Trust & Securities Services
100 Plaza One, 6th Floor Mailstop JCY03-0699 
Jersey City, New Jersey 07311
U.S.A.
Facsimile:     + 1 732 578 4635
Attention:    Corporates Team Deal Manager – Central European Media Enterprises Ltd.

	
			
	 
	 
	 














The 2014 Guarantor
EXECUTED and DELIVERED as a DEED 
for and on behalf of
TIME WARNER INC.




By:        /s/ Edward B. Ruggiero
Name:        Edward B. Ruggiero
Title:         Senior Vice President & Treasurer


By:        /s/ Stephen N. Kapner
Name:        Stephen N. Kapner
Title:         Vice President & Assistant Treasurer


in the presence of:     /s/ Lisa Reinhardt            Lisa Reinhardt
                        
Address:    One Time Warner Center
New York, New York 10019
        


Facsimile:     (212) 484-7151


Attention:    Treasurer