Unassociated Document










Execution
Copy








 

PPF
GROUP GUARANTEE







BETWEEN







PPF
GROUP N.V.




as PPF
Group Guarantor




and




CME
MEDIA ENTERPRISES B.V.




and




CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD




as
Beneficiaries













DATED 2
MAY 2005








 

DEWEY
BALLANTINE

London


 



















 

THIS
PPF GROUP GUARANTEE (this
"PPF
Group Guarantee") is made
by way of a deed on 2 May 2005,




BETWEEN:





	
      (1)
	
      PPF
      GROUP N.V. a
      company established and existing under the laws of the Netherlands, with
      its seat at Herengracht 450 - 454, 1017CA Amsterdam, The Netherlands, Reg.
      Number: 33093266 (the "PPF
      Group Guarantor");








	
      (2)
	
      CME
      MEDIA ENTERPRISES B.V., a
      company organized under the laws of the Netherlands, and having its seat
      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 PPF Group
Guarantor;








	
      (C)
	
      PPF,
      CME ME and CME Ltd have entered into a framework agreement on 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 the 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 PPF has agreed to procure a PPF Group
      guarantee by the PPF Group Guarantor in favour of the Beneficiaries of the
      performance of the Guarantor's obligations under the
      Guarantee.








	
      (E)
	
      The
      PPF Group Guarantor hereby agrees to provide such a PPF Group
      guarantee.







IT
IS AGREED as
follows:





	
      1
	
      Definitions
      and Interpretations







In this
PPF Group Guarantee the words and expressions used shall, unless expressly
defined herein, have the same meanings ascribed to them in the Guarantee and the
Framework Agreement, except that references to Clauses are to clauses of this
PPF Group Guarantee. 

 




















 



	
      2
	
      Guarantee




 



	
      2.1
	
      In
      consideration of the Beneficiaries entering into the Framework Agreement
      with PPF, the PPF Group Guarantor irrevocably and unconditionally
      guarantees to the Beneficiaries the full and prompt
      performance, payment and satisfaction of all of the Guarantor’s
      obligations under the Guarantee (including without limitation the payment
      of or posting of security upon any Demand by the Beneficiaries or payment
      to the Beneficiaries pursuant to ancillary demands made under the
      Guarantee from time to time)
      (the "Guarantor
      Obligations"),
      provided that the aggregate Demands made under the Guarantee amount to CZK
      2,000,000,000 or more, provided, that all Guarantor Obligations shall be
      subject to this PPF Group Guarantee after the threshold has been
      exceeded.






 


	
      2.2
	
      Time
      for Making Payments







If the
Guarantor has failed to pay or perform any of the Guarantor Obligations
following a demand by any of the Beneficiaries for such payment or performance,
the PPF Group Guarantor shall without undue delay and under no circumstances
later than 15 days after written demand by the Beneficiaries (a "PG Demand") pay or
perform the relevant Guarantor Obligation pursuant to the PG Demand





	
      2.3
	
      Undertaking







The PPF
Group Guarantor undertakes that it shall at all times while this PPF Group
Guarantee is in effect have sufficient assets available to it to satisfy any
Guarantor Obligations that may arise during such period on the basis provided
herein.





	
      3
	
      Waiver
      of defences







The
obligations of the PPF Group Guarantor under this PPF Group 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 PPF Group
Guarantee including:





	 	
      (i)
	
      any
      alteration to any provision of the Guarantee or in the extent or nature of
      the obligations to be performed pursuant to the
  Guarantee;








	 	
      (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 or the Guarantor;








	 	
      (iv)
	
      the
      taking by the Beneficiaries of any other security (including any
      Substitute Security, except to the extent that such Substitute Security
      replaces this PPF Group Guarantee in its entirety), in respect of the
      obligations or liabilities of the Guarantor pursuant to the Guarantee or
      any other agreement entered into pursuant thereto or of any such other
      security or the release of any such other security and the PPF Group
      Guarantors' liability under this PPF Group 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 the
      Guarantor;











2














	 	
      (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 or of the Guarantor pursuant to the
Guarantee;








	 	
      (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 the Guarantor 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, the Guarantor or any other person;
or








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








	
      4
	
      Principal
      obligor 







Without
prejudice to the Beneficiaries' rights against the Guarantor as principal
obligor, the PPF Group Guarantor shall be deemed principal obligor and not
merely as surety in respect of the Guarantor Obligations and accordingly the PPF
Group 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.





	
      5
	
      Discharge
      of PPF Group Guarantee








	
      5.1
	
      Notwithstanding
      any composition, release or arrangements effected by the Beneficiaries
      with the Guarantor, the PPF Group Guarantor's liability under this PPF
      Group Guarantee shall be discharged only by payment and discharge by the
      PPF Group Guarantor to the Beneficiaries in full of the Guarantor
      Obligations.








	
      5.2
	
      For
      the avoidance of doubt the Beneficiaries hereby acknowledge that under no
      circumstances shall:








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








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











3














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








	
      6
	
      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
the Guarantor.





	
      7
	
      Continuing
      Guarantee




 

This PPF
Group Guarantee shall be a continuing guarantee and the provisions of this PPF
Group 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 the Guarantor's assets, insolvency or any bankruptcy, winding-up,
reorganisation, amalgamation, reconstruction or analogous matter or proceedings
relating to the Guarantor.





	
      8
	
      Partial
      Exercise







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





	
      9
	
      Appropriations








	
      9.1
	
      Until
      all of the Guarantor Obligations under or arising pursuant to the
      Guarantee have been irrevocably paid and/or discharged in full, the PPF
      Group Guarantor shall not:








	 	
      (i)
	
      by
      virtue of or in respect of any payment made, security realised or moneys
      received for or on account of the PPF Group Guarantor's liability under
      this PPF Group 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 the Guarantor in the event of any
      bankruptcy, liquidation or other insolvency proceedings relating to the
      Guarantor. 




 







4














	
      9.2
	
      In
      the event the PPF Group Guarantor receives any sums from the Guarantor in
      respect of any payment of the PPF Group Guarantor hereunder, the PPF Group
      Guarantor shall hold such monies in trust for the Beneficiaries so long as
      any sums are payable (contingently or otherwise) under this PPF Group
      Guarantee in relation to the Guarantor.








	
      10
	
      Payment
      and Performance








	
      10.1
	
      All
      payments made by the PPF Group Guarantor under this PPF Group Guarantee
      shall be made to the Beneficiary which has requested such
      payment.








	
      10.2
	
      All
      payments shall be made in US Dollars. If the PG Demand is denominated in
      any other currency such amount shall be converted on the date upon which
      the PPF Group 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.








	
      10.3
	
      All
      sums payable under this PPF Group 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.








	
      10.4
	
      To
      the extent any of the Guarantor’s Obligations to which a PG Demand relate
      require performance instead of payment, such performance shall be on the
      terms specified in the Guarantee.








	
      11
	
      Amendments







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





	
      12
	
      Additional
      security







This PPF
Group Guarantee is in addition to and not in substitution for any present and
future guarantee, lien or other security held by the Beneficiaries (including
for the avoidance of doubt the Guarantee and any Substitute Security). The
Beneficiaries' rights hereunder are in addition to and not exclusive of those
provided by law.





	
      13
	
      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 PPF Group 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.

 







5














	
      14
	
      Representations
      and warranties







The PPF
Group 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
      PPF Group 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 PPF Group 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.








	
      15
	
      Indemnity







The PPF
Group 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 PPF Group Guarantee.





	
      16
	
      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.




	
      17
	
      Governing
      Law and Jurisdiction








	
      17.1
	
      This
      PPF Group Guarantee shall be governed by and construed in accordance with
      the laws of England and Wales. 








	
      17.2
	
      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.




 







6














	
      17.3
	
      The
      PPF Group Guarantor shall not seek to contest the validity, quantum or
      enforceability of any of the Guarantor Obligations on the basis of
      contesting the validity, quantum or enforceability of any underlying
      Demand Obligations, to the extent that such validity, quantum or
      enforceability of the Demand Obligations has been determined pursuant to a
      Final Decision.









	
      18
	
      Counterparts






 

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

 



	
      19
	
      Severability







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



 


	
      20
	
      Rights
      of Third Parties







No person
who is not a party to this PPF Group Guarantee, shall have any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce a term of this PPF Group
Guarantee.

 







7













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

 


	
      Executed
      as a deed by:
	 
	
      PPF
      GROUP N.V.
	 
	
      acting
      by:
	 
	 	 
	 	
      /s/
      Wilhelmus Jacobus Meyberg

	 	
      Authorised
      signatory

	 	 
	 	 
	 	 
	
      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




 

8