Unassociated Document










EXECUTION
COPY








 

DEED
OF GUARANTEE










BETWEEN










PPF
a.s.




as
Guarantor




and




CME
MEDIA ENTERPRISES B.V.




and




CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.




as
Beneficiaries

 


 




DATED 2
MAY 2005














 

D
E W E Y   B A L L A N T I N E


London

 




















 

THIS
GUARANTEE is made
by way of a deed on 2 May 2005,




BETWEEN:





	
      (1)
	
      PPF
      a.s., a
      joint-stock company established and existing under the laws of the Czech
      Republic, having its registered office at Prague
      4, Na Pankráci 1658, Postal Code 140 21, Identification
      Number: 250
      99 345, registered in the Commercial Register kept with the Municipal
      Court in Prague, Part B., Insert Number 4495
      (the "Guarantor");








	
      (2)
	
      CME
      MEDIA ENTERPRISES B.V., a
      company organized under the laws of the Netherlands, and having its
      registered office at Birkstraat 89, 3768 HD Soest, the Netherlands
      ("CME
      ME");
      and








	
      (3)
	
      CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD., a
      company organized under the laws of Bermuda, and having
      its registered office at Clarendon House, Church Street, Hamilton, HM CX
      Bermuda ("CME
      Ltd").







WHEREAS:





	
      (A)
	
      PPF
      (Cyprus) Ltd is a company organised under the laws of the Republic of
      Cyprus with registered number HE 92433 and having its registered office at
      Arch. Makariou III, 2-4, Capital Center, 9th Floor, PC 1505, Nicosia,
      Cyprus ("PPF");








	
      (B)
	
      PPF
      is a wholly-owned subsidiary of the
Guarantor;








	
      (C)
	
      PPF,
      CME ME and CME Ltd have entered into a framework agreement dated December
      13, 2004, pursuant to which CME ME shall purchase from PPF 85% of the TV
      Nova Group (the "Framework
      Agreement");








	
      (D)
	
      Pursuant
      to the Framework Agreement, PPF has agreed to procure a guarantee by the
      Guarantor in favour of CME ME and CME Ltd (the "Beneficiaries")
      of the performance of PPF's or any of its affiliates payment obligations
      under the Transaction Documents, and the Guarantor hereby agrees to
      provide such a guarantee.







IT
IS AGREED as
follows:





	
      1
	
      Definitions
      and Interpretations







In this
Guarantee the words and expressions used shall, unless expressly defined herein,
have the same meanings ascribed to them in the Framework Agreement, except that
references to Clauses are to clauses of this Guarantee. All references to PPF
herein shall be deemed to include reference to any relevant affiliate(s) of
PPF.

 




	
      2
	
      Guarantee








	
      2.1
	
      In
      consideration of the Beneficiaries entering into the Framework Agreement
      with PPF, the Guarantor irrevocably and unconditionally guarantees to the
      Beneficiaries the full and prompt
      payment and discharge of all such sums of money and liabilities due, owing
      or incurred or payable and unpaid by PPF to the Beneficiaries pursuant to
      the Transaction Documents from time to time (including without limitation
      any sums or liabilities due, owing or incurred in connection with any
      Purchase Price adjustments, any Indemnity Claims (including for the
      avoidance of doubt Indemnity Claims with respect to Third Party Claims),
      any breach by PPF of any of the Transaction Documents and any costs of
      enforcement of any of the Transaction Documents (other than this
      Guarantee)
      (together the "Obligations"
      and the Obligations to which a Demand (as defined below) relates shall be
      the "Demand
      Obligations").





 




















 


	
      2.2
	
      Time
      for Making Payments




 


If PPF
has failed to pay or perform its Demand Obligations and such failure has been
referred to dispute resolution pursuant to the relevant Transaction Document
("Dispute
Resolution") and
pursuant to such Dispute Resolution the Beneficiaries shall have obtained any
preliminary decision of an arbitrator or arbitral tribunal on the merits of the
Beneficiaries’ claim against PPF with respect to the Demand Obligations
(notwithstanding any actual or potential appeal thereof by PPF or any of the
Beneficiaries or Protected Parties, and notwithstanding that any further
proceedings between PPF and the Beneficiaries may be contemplated or pending
with respect to other matters of performance or quantum of liability) (a
"Preliminary
Decision"), the
Guarantor shall upon written demand by the Beneficiaries (a "Demand")
forthwith provide the Initial Security pursuant to Clause 2.3 below in
an amount which shall be the lesser of:





	 	
      (i)
	
      the
      amount stated in the Demand; or 








	 	
      (ii)
	
      the
      amount awarded to the Beneficiaries or any CME Protected Party in respect
      of the Demand Obligations pursuant to the Preliminary Decision plus the
      costs and expenses of enforcement of the Demand Obligations incurred by
      the Beneficiaries and payable and unpaid by PPF under the relevant
      Transaction Documents (other than this Guarantee) and not taken into
      account in the Preliminary Decision,







(such
amount being referred to as the "Demand
Amount").

 




	
      2.3
	
      Initial
      Security








	 	
      2.3.1
	
      The
      Initial Security shall consist of either (i) cash in an Escrow Account,
      denominated in US$, Euros or CZK, or (ii) a Bank
  Guarantee.








	 	
      2.3.2
	
      The
      Guarantor shall give written notice to the Beneficiaries confirming which
      form of Initial Security shall be provided within 2 Business Days of
      receipt of a Demand.






 


	
      2.4
	
      Payment
      in Escrow






 


	 	
      2.4.1
	
      If
      the Initial Security is provided in the form of cash, the Guarantor shall
      forthwith pay the required amount into an Escrow Account with an Escrow
      Bank, pursuant to an Escrow Agreement. All costs related to the Escrow
      Account shall be borne by the Guarantor without diminution of the amount
      in the Escrow Account.




 







2













 




		2.4.2	
      If
      pursuant to the final decision (which decision shall not be subject to any
      further appeal by any of Beneficiaries, the Protected Parties or PPF) of
      any Dispute Resolution between the Beneficiaries and PPF related to the
      Demand Obligations (the "Final
      Decision"),
      any amount is awarded in favour of the Beneficiaries, the Escrow Bank
      shall pay to the Beneficiaries from the Escrow Account the lesser
      of:




 





	 	
      (i)
	
      the
      amount stated in the Demand; or 








	 	
      (ii)
	
      the
      amount awarded to the Beneficiaries in respect of the Demand Obligations
      pursuant to the Final Decision (including any awards of costs and expenses
      of enforcement of the Demand Obligations (other than under this Guarantee)
      as awarded pursuant to the Final Decision).








	 	
      2.4.3
	
      To
      the extent that the amount in the Escrow Account is not sufficient to pay
      the amounts payable to the Beneficiaries pursuant to Clause 2.4.2
      above, the Guarantor shall, forthwith on written demand from the
      Beneficiaries, pay to the Beneficiaries such additional amounts as may be
      required to fully discharge the amounts payable pursuant to Clause
      2.4.2.








	 	
      2.4.4
	
      If
      at any time as a result of the Final Decision, the amount payable by PPF
      to the Beneficiaries in respect of the Demand Obligations pursuant to the
      Final Decision exceeds the amount demanded by the Beneficiaries pursuant
      to the relevant Demand and to the extent such additional amounts remain
      unpaid by PPF, the Beneficiaries may by written notice demand that the
      Guarantor pays such additional amounts and the Guarantor shall pay to
      Beneficiaries such additional amounts
forthwith.








	 	
      2.4.5
	
      If
      pursuant to the Final Decision, the amount that is awarded in favour of
      the Beneficiaries is less than the amount in the Escrow Account, after
      payment in full to the Beneficiaries pursuant to Clause 2.4.2
      above, the Guarantor shall be entitled to cause the Escrow Bank to pay
      forthwith to the Guarantor for the Guarantor's own account any remaining
      sum credited to the Escrow Account.








	 	
      2.4.6
	
      If
      pursuant to the Final Decision no amount is awarded in favour of the
      Beneficiaries, the Guarantor shall be entitled to cause the Escrow Bank to
      pay forthwith to the Guarantor for the Guarantor's own account the amount
      the Guarantor had paid into the Escrow Account pursuant to Clause
      2.4.1
      above.








	
      2.5
	
      Use
      of Bank Guarantee








	 	
      2.5.1
	
      If
      the Initial Security is provided in the form of a Bank Guarantee, the
      Guarantor shall forthwith deliver the Bank Guarantee for the required
      amount to CME ME. All costs related to the Bank Guarantee shall be borne
      by the Guarantor.











3














	 	
      2.5.2
	
      If
      pursuant to the Final Decision, any amount is awarded in favour of the
      Beneficiaries, the Beneficiaries shall be entitled to call on the Bank
      Guarantee for payment of an amount equal to the lesser
  of:








	 	
      (i)
	
      the
      amount stated in the Demand; or 








	 	
      (ii)
	
      the
      amount awarded to the Beneficiaries in respect of the Demand Obligations
      pursuant to the Final Decision (including any awards of costs and expenses
      of enforcement of the Demand Obligations (other than under this Guarantee)
      as awarded pursuant to the Final Decision).








	 	
      2.5.3
	
      To
      the extent that the amount of the Bank Guarantee is not sufficient to pay
      the amounts payable to the Beneficiaries pursuant to Clause 2.5.2 above,
      the Guarantor shall, forthwith on written demand from the Beneficiaries,
      pay to the Beneficiaries such additional amounts as may be required to
      fully discharge the amounts payable pursuant to Clause
    2.5.2








	 	
      2.5.4
	
      If
      at any time as a result of the Final Decision, the amount payable by PPF
      to the Beneficiaries in respect of the Demand Obligations pursuant to the
      Final Decision exceeds the amount demanded by the Beneficiaries pursuant
      to the relevant Demand and to the extent such additional amounts remain
      unpaid by PPF, the Beneficiaries may by written notice demand that the
      Guarantor pays such additional amounts and the Guarantor shall pay to
      Beneficiaries such additional amounts
forthwith.








	 	
      2.5.5
	
      If
      pursuant to the Final Decision, the amount that is awarded in favour of
      the Beneficiaries is less than the amount of the Bank Guarantee, after
      payment in full to the Beneficiaries pursuant to Clause 2.5.2 above, the
      Guarantor shall be entitled to cause the Beneficiaries to return the Bank
      Guarantee to the Guarantor.








	 	
      2.5.6
	
      If
      pursuant to the Final Decision no amount is awarded in favour of the
      Beneficiaries, the Guarantor shall be entitled to cause the Beneficiaries
      to return the Bank Guarantee to the
Guarantor.








	
      3
	
      Substitute
      Security







At any
time after the Initial Security has been provided pursuant to this Guarantee, it
may be replaced with Substitute Security as provided in Clause 13 of the
Framework Agreement.





	
      4
	
      Waiver
      of defences







The
obligations of the Guarantor under this Guarantee shall not be affected by any
act, omission or thing which but for this provision would reduce release or
prejudice any of its obligations under this Guarantee including:

 







4














	 	
      (i)
	
      any
      alteration to any provision of the Transaction Documents or in the extent
      or nature of the obligations to be performed pursuant to the Transaction
      Documents,








	 	
      (ii)
	
      the
      granting by the Beneficiaries of any time
      or other indulgence,








	 	
      (iii)
	
      any
      concession or arrangement granted or made by the Beneficiaries to or with
      PPF,








	 	
      (iv)
	
      the
      taking by the Beneficiaries of any other security (including any
      Substitute Security), in respect of the obligations or liabilities of PPF
      pursuant to the Transaction Documents or any other agreement entered into
      pursuant thereto or of any such other security or the release of any such
      other security and the Guarantors' liability under this Guarantee shall
      not be affected by any failure, delay or forbearance on the part of the
      Beneficiaries in enforcing any such security or any of its rights against
      PPF,








	 	
      (v)
	
      any
      present or future law or regulation purporting to reduce or prejudice any
      of the obligations or liabilities of PPF pursuant to the Transaction
      Documents,








	 	
      (vi)
	
      the
      taking, variation, compromise, renewal or release of or refusal or neglect
      to effect take up or enforce any rights against or security over assets of
      PPF or any other person or any non-presentation or non-observance of any
      formality or other requirement in respect of any instrument or any failure
      to realise the full value of any security,








	 	
      (vii)
	
      any
      incapacity or lack of power, authority or legal personality of or
      dissolution or change in the members or status, function, control or
      ownership of PPF or any other person; or








	 	
      (viii)
	
      any
      unenforceability, illegality or invalidity of any Obligations of PPF under
      the Transaction Documents to the intent that the Guarantor's liability
      under this Guarantee shall remain in full force and its guarantee be
      construed accordingly as if there were no unenforceability, illegality or
      invalidity.








	
      5
	
      Principal
      obligor 







Without
prejudice to the Beneficiaries' rights against PPF as principal obligor, the
Guarantor shall be deemed principal obligor and not merely as surety in respect
of any amounts payable by PPF pursuant to a Final Decision in respect of Demand
Obligations and accordingly the Guarantor shall not be discharged nor shall its
liability hereunder be affected by any act or thing or means whatsoever by which
its said liability would have been discharged or affected if it had not been
principal obligor.





	
      6
	
      Discharge
      of Guarantee








	
      6.1
	
      Notwithstanding
      any composition, release or arrangements effected by the Beneficiaries
      with PPF, the Guarantor's liability under this Guarantee shall be
      discharged only by payment and discharge by the Guarantor to the
      Beneficiaries in full of all sums, obligations and liabilities which may
      from time to time be respectively due or owing or incurred from or by
      PPF.











5














	
      6.2
	
      For
      the avoidance of doubt the Beneficiaries hereby acknowledge that under no
      circumstances shall:








	 	
      (i)
	
      the
      Guarantor be required to make payment more than once for any loss under
      this Guarantee,








	 	
      (ii)
	
      any
      of the Beneficiaries or CME Protected Parties be entitled to demand
      recovery of any loss under this Guarantee in respect of which loss the
      Guarantor has already made payment in full to another Beneficiary or CME
      Protected Party pursuant to this Guarantee;
or








	 	
      (iii)
	
      any
      of the Beneficiaries or CME Protected Parties be entitled to recover in
      respect of a loss under this Guarantee, if such party has already
      recovered for such loss under any other Transaction
    Document.








	
      7
	
      Reinstatement







Each
assurance, security or payment which may be avoided under any enactment relating
to bankruptcy or insolvency or any statutory modification or re-enactment of any
such enactment, remains in force notwithstanding any intermediate settlement of
account or payment or any change in the constitution or control of, or the
insolvency or any bankruptcy, winding-up or analogous proceedings relating to
PPF.





	
      8
	
      Continuing
      Guarantee




 

This
Guarantee shall be a continuing guarantee and the provisions of this Guarantee
shall remain in force notwithstanding any intermediate settlement of account or
payment or any change in the constitution or control of, or the appointment of a
receiver, administrative receiver or administrator of any of PPF's assets,
insolvency or any bankruptcy, winding-up, reorganisation, amalgamation,
reconstruction or analogous matter or proceedings relating to PPF.





	
      9
	
      Partial
      Exercise







No single
exercise of any right, power or privilege conferred by this Guarantee shall
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege.





	
      10
	
      Appropriations








	
      10.1
	
      Until
      all of the Obligations of PPF under or arising pursuant to the Transaction
      Documents have been irrevocably paid and/or discharged in full, the
      Guarantor shall not:











6














	 	
      (i)
	
      by
      virtue of or in respect of any payment made, security realised or moneys
      received for or on account of the Guarantor's liability under this
      Guarantee, be subrogated to, benefit from, succeed to or share in any
      rights, security or moneys held or received by the Beneficiaries or be
      entitled to any right of contribution or claim any right of indemnity, or
      exercise any other rights or legal remedies;
or








	 	
      (ii)
	
      claim
      or prove as creditor or otherwise in competition with the Beneficiaries in
      respect of any moneys owing to it by PPF in the event of any bankruptcy,
      liquidation or other insolvency proceedings relating to PPF.
    








	
      10.2
	
      In
      the event the Guarantor receives any sums from PPF in respect of any
      payment of the Guarantor hereunder, the Guarantor shall hold such monies
      in trust for the Beneficiaries so long as any sums are payable
      (contingently or otherwise) under this Guarantee in relation to the
      Transaction Documents.








	
      11
	
      Payment








	
      11.1
	
      All
      payments made by the Guarantor under this Guarantee shall be made to the
      Beneficiary which has requested such
payment.








	
      11.2
	
      All
      payments shall be made in US Dollars. If the Demand is denominated in any
      other currency such amount shall be converted on the date upon which the
      Guarantor makes such payment or deposits such amounts in the Escrow
      Account (as appropriate) into US Dollars applying the relevant exchange
      rate set forth in the Framework Agreement.








	
      11.3
	
      All
      sums payable under this Guarantee shall be paid in full without set-off or
      counterclaim and free and clear of and without deduction of or withholding
      for or on account of any present or future taxes, duties and/or other
      charges.








	
      12
	
      Amendments







The
Guarantor hereby authorises PPF and the Beneficiaries (and Newco) to make
any addendum
or variation to the Transaction Documents, the full and due performance and
observance of which addendum or variation shall be likewise guaranteed by the
Guarantor in accordance with the terms of this Guarantee. The obligations of the
Guarantor hereunder shall in no way be affected by any variation or addendum to
the Transaction Documents.





	
      13
	
      Additional
      security







This
Guarantee is in addition to and not in substitution for any present and future
guarantee, lien or other security held by the Beneficiaries. The Beneficiaries'
rights hereunder are in addition to and not exclusive of those provided by
law.





	
      14
	
      Changes
      to the parties







No party
may assign, transfer or novate or dispose of any of, or any interest in, or its
rights, benefits and/or obligations under this Guarantee without consent of the
other parties in writing; provided, however, that the Beneficiaries may effect
such an assignment, transfer, novation or disposal in order to grant security
interests to a non-affiliated financial institution for purposes of securing
financing.








7














	
      15
	
      Representations
      and warranties







The
Guarantor represents and warrants to the Beneficiaries that:





	 	
      (i)
	
      it
      has full power, authority and right to enter into and carry out its
      obligations hereunder,








	 	
      (ii)
	
      this
      Guarantee constitutes the valid and legally binding obligations of
      it,








	 	
      (iii)
	
      the
      entry into and performance by it of, and the transactions contemplated by
      this Guarantee do not and will not conflict
with:








	 	
      (a)
	
      any
      law or regulation or judicial or other
order,








	 	
      (b)
	
      its
      constitutional documents; or








	 	
      (c)
	
      any
      document which is binding on it or on any of its assets;
    and








	 	
      (iv)
	
      it
      is neither insolvent, unable to pay its debts as they fall due (as such
      expression is defined in sub-sections 1(a) to (d) (inclusive) and
      sub-section (2) of section 123 of the Insolvency Act 1986), nor subject to
      any insolvency or analogous proceedings in any
    jurisdiction.








	
      16
	
      Indemnity







The
Guarantor hereby agrees to indemnify the Beneficiaries upon demand against all
reasonable Losses (and any Taxes or charges thereon) to which the Beneficiaries
may be subject or which the Beneficiaries may incur in connection with the
enforcement of this Guarantee.





	
      17
	
      Notices







Any
notice to be given hereunder shall be deemed to be duly given if it is delivered
by hand or sent by registered or recorded delivery to the addressees' registered
office and in the case of any such notices, the same shall, if sent by
registered post or recorded delivery, be deemed to have been received 48 hours
after being posted.

 




	
      18
	
      Governing
      Law and Jurisdiction








	
      18.1
	
      This
      Guarantee shall be governed by and construed in accordance with the laws
      of England and Wales. 








	
      18.2
	
      Any
      disputes, claims or controversy arising out of or related to this
      Agreement, including any question as to its formation, validity,
      interpretation or termination, that cannot be resolved by negotiations
      between the Parties shall be settled by arbitration on an ad
      hoc
      basis in accordance with the UNCITRAL Arbitration Rules, by three
      arbitrators appointed by the Parties or otherwise appointed by the London
      Court of International Arbitration in accordance with such rules. The
      arbitration shall be conducted in London and all documents and proceedings
      shall be in the English language. Any of the Parties shall have the right
      to initiate the proceedings.




 







8














	
      18.3
	
      The
      Guarantor irrevocably submits to the execution against it as primary
      obligor of the Demand Obligations which are the subject of any Final
      Decision and shall not seek to contest such Final Decision pursuant to
      this Clause 18.






 


	
      19
	
      Counterparts






 

This
Guarantee may be executed in any number of counterparts each of which when
executed shall constitute an original of this Guarantee and all the counterparts
together shall constitute one and the same instrument.





	
      20
	
      Severability







If any
provision of this Guarantee is or becomes illegal, invalid or unenforceable that
shall not affect the validity or enforceability of any other provisions of this
Guarantee.



 


	
      21
	
      Rights
      of Third Parties








	
      21.1
	
      Subject
      to Clause 21.2,
      no person who is not a party to this Guarantee, shall have any rights
      under the Contracts (Rights of Third Parties) Act 1999 to enforce a term
      of this Guarantee.






 


	
      21.2
	
      The
      CME Protected Parties (as such term is defined in the Framework Agreement)
      shall have the right under the Contracts (Rights of Third Parties) Act
      1999 to enforce this Guarantee.








	
      22
	
      Acknowledgement
      of Rights of CME Protected Parties







The
Guarantor hereby acknowledges that the CME Protected Parties have enforceable
rights under the Framework Agreement and that such rights are guaranteed by the
Guarantor pursuant to this Guarantee.

 







9













IN
WITNESS whereof
the Guarantor has executed and delivered this Guarantee as a deed the day and
year first
before written.

 


	
      Executed
      as a deed by:
	 
	
      PPF
      a.s.
	 
	 	 
	
      acting
      by Ing.
      Aleš Minx
	 
	
      as
      its lawful attorney:
	 
	 	 
	 	
      /s/
      Ales Minx

	 	 
	 	 
	 	 
	 	 
	
      Executed
      as a deed by:
	 
	
      CME
      MEDIA ENTERPRISES B.V.
	 
	 	 
	
      acting
      by:
	 
	 	 
	 	
      /s/
      Ana Sljivic

	 	
      Authorised
      signatory

	 	 
	 	 
	
      Executed
      as a deed by:
	 
	
      CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

	 	 
	
      acting
      by:
	 
	 	 
	 	
      /s/
      Ana Sljivic 

	 	
      Authorised
      signatory




 

10