UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of Report (date of earliest event reported) July 21, 2006
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
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BERMUDA
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0-24796
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98-0438382
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(State
or other jurisdiction of incorporation and organisation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, Church Street, Hamilton
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HM
CX Bermuda
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (441)
296-1431
Not
applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On
July
21, 2006, Central European Media Enterprises Ltd. (the “Company”) entered into a
revolving loan agreement for up to EUR 100 million in aggregate principal
amount
(the “Loan Agreement”) with the European Bank for Reconstruction and Development
(the “EBRD”). Central European Media Enterprises N.V. (“CME NV”) and CME Media
Enterprises B.V. (“CME BV”) are acting as guarantors. The Company has entered
into a pledge agreement with EBRD on July 21, 2006 to pledge its shares in
CME
NV; and CME NV has entered into a pledge agreement with EBRD on July 21,
2006 to
pledge its shares in CME BV, as security for the facility. The Company and
CME
BV also entered into a contract assignment with EBRD on July 21, 2006, pursuant
to which they are assigning their rights under the framework agreement signed
with PPF (Cyprus) Ltd on December 13, 2004, as amended.
The
maturity date of the facility is May 10, 2011.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On
July
21, 2006, Central European Media Enterprises Ltd. (the “Company”) entered into a
revolving loan agreement for up to EUR 100 million in aggregate principal
amount
(the “Loan Agreement”) with the European Bank for Reconstruction and Development
(the “EBRD”). Central European Media Enterprises N.V. (“CME NV”) and CME Media
Enterprises B.V. (“CME BV”) are acting as guarantors. The Company has entered
into a pledge agreement with EBRD on July 21, 2006 to pledge its shares in
CME
NV; and CME NV has entered into a pledge agreement with EBRD on July 21,
2006 to
pledge its shares in CME BV, as security for the facility. The Company and
CME
BV also entered into a contract assignment with EBRD on July 21, 2006, pursuant
to which they are assigning their rights under the framework agreement signed
with PPF (Cyprus) Ltd on December 13, 2004, as amended. The Company, CME
NV, CME
BV and EBRD also signed an intercreditor agreement with JPMorgan Chase Bank,
N.A., London Branch (in its capacity as trustee and security trustee (the
“Trustee”) under the Company’s indenture, signed on May 5, 2005 (the
“Indenture”)) to regulate the sharing and enforcement between EBRD and the
Trustee of the two share pledges and the contract assignment.
Initial
drawings under the facility up to EUR 100 million will be used for certain
specified projects in Central and Eastern Europe. Interest shall be calculated
for each interest period (of three months) at EURIBOR plus 2.75%. The facility
under the Loan Agreement shall be available until the maturity date, which
is
May 10, 2011, subject to amortization of the loan by 7.5% every six months
from
May 2008 to November 2009; then by 15% in May 2010 and November 2010; and
by 40%
in May 2011.
The
Company may be required to prepay amounts drawn under certain circumstances,
including upon certain types of change of control when followed by a ratings
decline, upon the occurrence of certain asset dispositions or upon prepayment
of
new long-term indebtedness otherwise maturing after May 10, 2011.
The
Loan
Agreement contains customary representations, warranties and events of default.
The covenants are broadly in line with the Company’s senior notes issued
pursuant to the Indenture.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, we have duly
caused
this report to be signed on our behalf by the undersigned thereunto duly
authorized.
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Date:
July 27, 2006
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/s/
Wallace Macmillan
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Wallace
Macmillan
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Vice
President - Finance
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(Principal
Financial Officer and Accounting
Officer)
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