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CENTRAL EUROPEAN MEDIA ENTERPRISES LTD FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits

May 5, 2014

Item 1.01 Entry into a Material Definitive Agreement



On May 2, 2014, Central European Media Enterprises Ltd. ("CME") closed its previously-announced fully backstopped rights offering (the "Rights Offering") and related financing transactions contemplated by (i) the Framework Agreement by and between CME, Time Warner Media Holdings B.V. ("TW BV") and Time Warner Inc. ("Time Warner") dated as of February 28, 2014 (the "Framework Agreement") (filed with the SEC on February 28, 2014 as Exhibit 99.1 to the Registration Statement on Form S-3), and (ii) the Standby Purchase Agreement by and between CME and TW BV dated as of March 24, 2014 (the "Standby Purchase Agreement") (filed with the SEC on March 27, 2014 as Exhibit 10.1 to the Current Report on Form 8-K). Pursuant to the Rights Offering and related transactions, CME raised gross proceeds of $ 400.0 million. Concurrently with the closing of the Rights Offering and related financing transactions, Time Warner funded the $30.0 million term loan (the "Time Warner Term Loan"), pursuant to the term loan facility credit agreement dated as of February 28, 2014 among CME, the lenders party thereto from time to time, and Time Warner (the "Time Warner Term Loan Agreement"). CME also entered into a senior secured revolving credit facility agreement dated as of May 2, 2014 with Time Warner in the aggregate principal amount of $115.0 million (the "Time Warner Revolving Credit Facility").

Pursuant to these transactions, CME applied the net proceeds of the Rights Offering and related financing of approximately $386.2 million, together with a portion of the Time Warner Term Loan, to redeem and discharge the EUR 272,972,000 aggregate principal amount of CME's 11.625% Senior Notes due 2016 (the "2016 Notes"), as well as accrued interest and the early redemption premium thereon. CME completed the discharge of the 2016 Notes on May 2, 2014.

The Rights Offering Results; Closing Under the Standby Purchase Agreement

In the Rights Offering, CME distributed a total of 3,418,467 non-transferable rights ("Rights") at no charge to its eligible shareholders. Each Right entitled the holder to purchase, at a subscription price of one hundred dollars ($100.00) (the "Subscription Price"), one (1) unit (each, a "Unit") consisting of (a) a 15.0% Senior Secured Note due 2017 (each, a "New Note") in the original principal amount of $100.00 and (b) 21 unit warrants (each, a "Unit Warrant"), with each Unit Warrant entitling the holder to purchase one share of CME's Class A Common Stock, par value $0.08 per share ("Class A Common Stock") at an exercise price of $1.00 per share. A total of 2,852,168 Units were purchased, including 2,229,644 Units purchased by TW BV pursuant to the exercise of its Rights in accordance with its commitment under the Standby Purchase Agreement. The remaining 566,299 Units (the "Backstop Units") were purchased by TW BV at the Subscription Price in a separate private placement that closed contemporaneously with the Rights Offering (the "Backstop Private Placement"). Pursuant to the Standby Purchase Agreement, TW BV also purchased 581,533 Units (the "TW Private Placement Units") at the Subscription Price in a separate private placement that closed contemporaneously with the Rights Offering (the "TW Unit Private Placement").

Pursuant to the Rights Offering, Backstop Private Placement and TW Unit Private Placement, CME issued $400.0 million in aggregate original principal amount of New Notes and Unit Warrants to purchase an aggregate of 84.0 million shares of Class A Common Stock at an exercise price of $1.00 per share. In connection with these transactions, CME issued, to TW BV and Time Warner, warrants to purchase an aggregate of 30.0 million shares of Class A Common Stock (the "TW Initial Warrants") at an exercise price of $1.00 per share, which have substantially the same terms as the Unit Warrants.

TW BV is a wholly-owned indirect subsidiary of Time Warner and is the largest holder of shares of CME's Class A Common Stock and the sole holder of shares of CME's Series A Convertible Preferred Stock and Series B Convertible Redeemable Preferred Stock. Following the completion of the Rights Offering and the related financing transactions, the economic ownership interest of TW BV and Time Warner in CME's Class A Common Stock is approximately 75.1 % on a fully diluted basis (without giving effect to accretion of the Series B Convertible Redeemable Preferred Stock, par value $0.08 per share, after May 2, 2014).

Unit Warrant Agreement, Private Unit Warrant Agreement and Initial Warrant Agreement

On May 2, 2014, CME issued an aggregate of 59,895,528 Unit Warrants pursuant to the exercise of Rights in the Rights Offering under the terms of a Unit Warrant Agreement by and between CME and American Stock Transfer & Trust Company, LLC (the "Warrant Agent"), dated as of May 2, 2014 (the "Unit Warrant Agreement"). In addition, CME issued to TW BV an aggregate of 24,104,472 Unit Warrants (the "Private Placement Warrants") pursuant to the Backstop Private Placement and TW Unit Private Placement under the terms of a Private Unit Warrant Agreement by and between CME and the Warrant Agent, dated as of May 2, 2014 (the "Private Unit Warrant Agreement").

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On May 2, 2014, CME also issued 6.3 million TW Initial Warrants to TW BV and 23.7 million TW Initial Warrants to Time Warner pursuant to an Initial Warrant Agreement between CME and the Warrant Agent dated as of May 2, 2014 (the "Initial Warrant Agreement" and, together with the Unit Warrant Agreement and the Private Unit Warrant Agreement, the "Warrant Agreements"). A summary of the . . .

Item 2.03 Creation of a Direct Financial Obligation or an



Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K with respect to the New Notes and the New Notes Indenture, the Time Warner Term Loan and the Time Warner Revolving Credit Facility above is hereby incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities



The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference. Time Warner received 12,212,193 Unit Warrants in connection with its acquisition 581,533 TW Private Placement Units and 11,892,279 Unit Warrants in connection with its acquisition of 566,299 Backstop Units. Time Warner and TWBV also received an aggregate of 30.0 million TW Initial Warrants.

The issuance of the TW Private Placement Units and Backstop Units (as applicable) and the Unit Warrants received in connection therewith and the TW Initial Warrants were effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended.

Item 8.01 Other Events



On May 2, 2014, CME issued a notice of redemption, deposited EUR 272,972,000 (approximately $378.4 million) in respect of the aggregate principal amount of the 2016 Notes, as well as accrued interest of approximately EUR 6.7 million (approximately $9.3 million) and the early redemption premium of approximately EUR 15.9 million (approximately $22.0 million) thereon and discharged the indenture governing the 2016 Notes. The 2016 Fixed Rate Notes will be cancelled upon redemption.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this Current Report on Form 8-K are "forward-looking statements" within the meaning of the federal securities laws. You can identify forward-looking statements by the use of words such as "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "seeks," "should," "will," and variations of such words or similar expressions. The Company's forward-looking statements reflect the Company's current views about its plans, intentions, expectations, strategies and prospects, which are based on the information currently available to the Company and on assumptions it has made. Although the Company believes that its plans, intentions, expectations, strategies and prospects as reflected in or suggested by these forward-looking statements are reasonable, it can give no assurance that its plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward-looking statements. These forward-looking statements involve risks and uncertainties (some of which are beyond the control of the Company) and are subject to change based upon various factors, including but not limited to, the risks and uncertainties set forth in CME's Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the U.S. Securities and Exchange Commission on February 28, 2014. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for the Company to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

IMPORTANT ADDITIONAL INFORMATION

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, and there shall not be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 4.1 Warrant Agreement dated May 2, 2014 between Central European Media Enterprises Ltd. and American Stock Transfer & Trust Company, LLC (as Warrant Agent). Exhibit 4.2 Indenture dated May 2, 2014 between Central European Media Enterprises Ltd. (as Issuer), Central European Media Enterprises N.V., CME Media Enterprises B.V. (as Guarantors) and Deutsche Bank Trust Company Americas (as Trustee, Paying Agent, Transfer Agent and Registrar). Exhibit 4.3 Form of Warrant for Unit Warrants. Exhibit 4.4 Form of Note for the New Notes. Exhibit 10.1 Private Unit Warrant Agreement dated May 2, 2014 between Central European Media Enterprises Ltd. and American Stock Transfer & Trust Company (including Form of Private Placement Warrant). Exhibit 10.2 Initial Warrant Agreement dated May 2, 2014 between Central European Media Enterprises Ltd. and American Stock Transfer & Trust Company, LLC (as Warrant Agent) (including Form of Initial Warrant). Exhibit 10.3 Deed of Pledge of Shares (CME Media Enterprises B.V.) dated May 2, 2014 among Central European Media Enterprises N.V. (as Pledgor), Deutsche Bank Trust Company Americas (as Pledgee) and CME Media Enterprises B.V. (as the Company), with respect to the Indenture. Exhibit 10.4 Pledge Agreement on Shares in Central European Media Enterprises N.V. dated May 2, 2014 among Central European Media Enterprises Ltd. (as Pledgor), Deutsche Bank Trust Company Americas (as Pledgee) and Central European Media Enterprises N.V. (as the Company), with respect to the Indenture. Exhibit 10.5 Deed of Amendment dated May 2, 2014 to the Intercreditor Agreement dated July 21, 2006, as amended, among Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., and the other parties party thereto. Exhibit 10.6 Intercreditor Agreement dated July 21, 2006, as amended, among Central European Media Enterprises Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., and the other parties party thereto. Exhibit 10.7 Revolving Loan Facility Credit Agreement dated May 2, 2014 among Central European Media Enterprises Ltd. (as Borrower), Time Warner Inc. and Lenders party thereto from time to time (as Lender) and Time Warner Inc. (as Administrative Agent). Exhibit 10.8 Guarantee dated May 2, 2014 among Central European Media Enterprises N.V., CME Media Enterprises B.V. (as Subsidiary Guarantors) and Time Warner Inc. (as Administrative Agent), with respect to the Time Warner Revolving Credit Facility. Exhibit 10.9 Deed of Pledge of Shares (CME Media Enterprises B.V) dated May 2, 2014 among Central European Media Enterprises N.V. (as Pledgor), Time Warner Inc. (as Pledgee) and CME Media Enterprises B.V. (as the Company), with respect to the Time Warner Revolving Credit Facility. Exhibit 10.10 Pledge Agreement on Shares in Central European Media Enterprises N.V. dated May 2, 2014 among Central European Media Enterprises Ltd. (as Pledgor), Time Warner Inc. (as Pledgee) and Central European Media Enterprises N.V. (as the Company), with respect to the Time Warner Revolving Credit Facility. 7



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Exhibit 10.11 Guarantee dated May 2, 2014 among Central European Media Enterprises N.V., CME Media Enterprises B.V. (as Subsidiary Guarantors) and Time Warner Inc. (as Administrative Agent), with respect to the Time Warner Term Loan Credit Agreement. Exhibit 10.12 Pledge Agreement on Shares in Central European Media Enterprises N.V. dated May 2, 2014 among Central European Media Enterprises Ltd. (as Pledgor), Time Warner Inc. (as Pledgee) and Central European Media Enterprises N.V. (as the Company), with respect to the Time Warner Term Loan Credit Agreement. Exhibit 10.13 Deed of Pledge of Shares (CME Media Enterprises B.V.) dated May 2, 2014 among the Central European Media Enterprises N.V. (as Pledgor), Time Warner Inc. (as Pledgee) and CME Media Enterprises B.V. (as the Company), with respect to the Time Warner Term Loan Credit Agreement. 8



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