Unassociated Document


    
      

    

    EXHIBIT
      10.69

    


    


    (Operation
      Number 38237)

     

    


    LOAN
      AGREEMENT

     

    between


    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

     

    and


    


    EUROPEAN
      BANK

    FOR
      RECONSTRUCTION AND DEVELOPMENT

     

     

    Dated
      August 22, 2007

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF CONTENTS

     

    
      
        	
                ARTICLE
                  I - DEFINITIONS

              	
                1

              
	
                Section
                  1.01.

              	
                DEFINITIONS

              	
                1

              
	
                Section
                  1.02.

              	
                INTERPRETATION

              	
                13

              
	
                 

              	 	 
	
                ARTICLE
                  II - REPRESENTATIONS AND WARRANTIES

              	
                15

              
	
                Section
                  2.01.

              	
                REPRESENTATIONS
                  REGARDING THE PROJECT

              	
                15

              
	
                Section
                  2.02.

              	
                REPRESENTATIONS
                  REGARDING THE BORROWER

              	
                15

              
	
                Section
                  2.03.

              	
                REPRESENTATIONS
                  REGARDING THE AGREEMENTS

              	
                18

              
	
                Section
                  2.04.

              	
                ACKNOWLEDGEMENT
                  AND REPETITION

              	
                19

              
	 	 
	
                ARTICLE
                  III - LOAN

              	
                20

              
	
                Section
                  3.01.

              	
                AMOUNT
                  AND CURRENCY

              	
                20

              
	
                Section
                  3.02.

              	
                DISBURSEMENTS

              	
                20

              
	
                Section
                  3.03.

              	
                SUSPENSION
                  AND CANCELLATION

              	
                21

              
	
                Section
                  3.04.

              	
                CHARGES,
                  COMMISSIONS AND FEES

              	
                21

              
	
                Section
                  3.05.

              	
                INTEREST

              	
                22

              
	
                Section
                  3.06.

              	
                DEFAULT
                  INTEREST

              	
                23

              
	
                Section
                  3.07.

              	
                REPAYMENT

              	
                24

              
	
                Section
                  3.08.

              	
                PREPAYMENT

              	
                24

              
	
                Section
                  3.09.

              	
                PAYMENTS

              	
                25

              
	
                Section
                  3.10.

              	
                INSUFFICIENT
                  PAYMENTS

              	
                26

              
	
                Section
                  3.11.

              	
                TAXES

              	
                26

              
	
                Section
                  3.12.

              	
                UNWINDING
                  COSTS

              	
                27

              
	
                Section
                  3.13.

              	
                INCREASED
                  COSTS

              	
                28

              
	
                Section
                  3.14.

              	
                ILLEGALITY

              	
                29

              
	
                Section
                  3.15.

              	
                LOAN
                  ACCOUNT

              	
                29

              
	 	 
	
                ARTICLE
                  IV - CONDITIONS PRECEDENT

              	
                30

              
	
                Section
                  4.01.

              	
                FIRST
                  DISBURSEMENT

              	
                30

              
	
                Section
                  4.02.

              	
                ALL
                  DISBURSEMENTS

              	
                32

              
	
                Section
                  4.03.

              	
                PARTICIPATIONS

              	
                33

              
	 	 
	
                ARTICLE
                  V - AFFIRMATIVE COVENANTS

              	
                34

              
	
                Section
                  5.01.

              	
                CORPORATE
                  EXISTENCE; CONTINUITY OF BUSINESS

              	
                34

              
	
                Section
                  5.02.

              	
                PROJECT
                  IMPLEMENTATION AND USE OF PROCEEDS

              	
                34

              
	
                Section
                  5.03.

              	
                BUSINESS
                  PLAN AND BUDGET

              	
                34

              
	
                Section
                  5.04

              	
                ENVIRONMENTAL
                  AND SOCIAL COMPLIANCE

              	
                35

              
	
                Section
                  5.05.

              	
                INSURANCE

              	
                35

              
	
                Section
                  5.06.

              	
                ACCOUNTING

              	
                35

              
	
                Section
                  5.07.

              	
                CONTINUING
                  GOVERNMENTAL AND OTHER AUTHORISATIONS

              	
                35

              
	
                Section
                  5.08.

              	
                SECURITY

              	
                36

              
	
                Section
                  5.09.

              	
                COMPLIANCE
                  WITH OTHER OBLIGATIONS

              	
                36

              
	
                Section
                  5.10.

              	
                TAXES

              	
                36

              
	
                Section
                  5.11.

              	
                OPERATIONAL
                  DOCUMENTS

              	
                36

              
	
                Section
                  5.12.

              	
                FURTHER
                  DOCUMENTS

              	
                37

              
	
                Section
                  5.13.

              	
                COSTS
                  AND EXPENSES

              	
                37

              
	
                Section
                  5.14.

              	
                REPORTS;
                  FURNISHING OF INFORMATION

              	
                38

              
	
                Section
                  5.15.

              	
                ORIGINAL
                  LOAN AGREEMENT

              	
                39

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  VI - NEGATIVE COVENANTS

              	
                40

              
	
                Section
                  6.01.

              	
                LIMITATION
                  ON INDEBTEDNESS

              	
                40

              
	
                Section
                  6.02.

              	
                LIMITATION
                  ON RESTRICTED PAYMENTS; INVESTMENTS

              	
                40

              
	
                Section
                  6.03.

              	
                LIMITATION
                  ON LIENS

              	
                40

              
	
                Section
                  6.04.

              	
                WAIVER
                  OF STAY; EXTENSION OR USURY LAWS

              	
                40

              
	
                Section
                  6.05.

              	
                LIMITATION
                  ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED
                  SUBSIDIARIES

              	
                40

              
	
                Section
                  6.06.

              	
                LIMITATION
                  ON SALES OF ASSETS AND SUBSIDIARY STOCK

              	
                40

              
	
                Section
                  6.07.

              	
                LIMITATION
                  ON AFFILIATE TRANSACTIONS; ARM’S LENGTH TRANSACTIONS

              	
                41

              
	
                Section
                  6.08.

              	
                LIMITATION
                  ON LINES OF BUSINESS

              	
                41

              
	
                Section
                  6.09.

              	
                MERGER,
                  AMALGAMATION AND CONSOLIDATION

              	
                41

              
	
                Section
                  6.10.

              	
                LIMITATION
                  ON SALE OF STOCK OF RESTRICTED SUBSIDIARIES

              	
                41

              
	
                Section
                  6.11.

              	
                LIMITATION
                  ON GUARANTEES OF THE BORROWER AND SUBSIDIARY GUARANTOR
                  INDEBTEDNESS

              	
                42

              
	
                Section
                  6.12.

              	
                IMPAIRMENT
                  OF SECURITY INTEREST

              	
                42

              
	
                Section
                  6.13.

              	
                REPAYMENT
                  OF INDEBTEDNESS

              	
                42

              
	
                Section
                  6.14.

              	
                CHANGES
                  TO PROJECT AND CHARTER

              	
                42

              
	
                 

              	 	 
	
                ARTICLE
                  VII - EVENTS OF DEFAULT

              	
                43

              
	
                Section
                  7.01.

              	
                EVENTS
                  OF DEFAULT

              	
                43

              
	
                Section
                  7.02.

              	
                CONSEQUENCES
                  OF DEFAULT

              	
                45

              
	 	 
	
                ARTICLE
                  VIII - MISCELLANEOUS

              	
                45

              
	
                Section
                  8.01.

              	
                TERM
                  OF AGREEMENT

              	
                45

              
	
                Section
                  8.02.

              	
                ENTIRE
                  AGREEMENT; AMENDMENT AND WAIVER

              	
                45

              
	
                Section
                  8.03.

              	
                NOTICES

              	
                46

              
	
                Section
                  8.04.

              	
                ENGLISH
                  LANGUAGE

              	
                47

              
	
                Section
                  8.05.

              	
                FINANCIAL
                  CALCULATIONS

              	
                47

              
	
                Section
                  8.06.

              	
                RIGHTS,
                  REMEDIES AND WAIVERS

              	
                47

              
	
                Section
                  8.07.

              	
                INDEMNIFICATION

              	
                48

              
	
                Section
                  8.08.

              	
                GOVERNING
                  LAW

              	
                49

              
	
                Section
                  8.09.

              	
                ARBITRATION
                  AND JURISDICTION

              	
                49

              
	
                Section
                  8.10.

              	
                PRIVILEGES
                  AND IMMUNITIES OF EBRD

              	
                50

              
	
                Section
                  8.11.

              	
                WAIVER
                  OF SOVEREIGN IMMUNITY

              	
                50

              
	
                Section
                  8.12.

              	
                SUCCESSORS
                  AND ASSIGNS; THIRD PARTY RIGHTS

              	
                50

              
	
                Section
                  8.13.

              	
                DISCLOSURE

              	
                51

              
	
                Section
                  8.14.

              	
                COUNTERPARTS

              	
                51

              


      

    

     

    
      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      1 - COMMITMENT

     

    EXHIBITS

     

    
      	
              EXHIBIT
                A

            	
              -

            	
              FORM
                OF DISBURSEMENT APPLICATION

            
	 	 	 
	
              EXHIBIT
                B

            	
              -

            	
              FORM
                OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

            
	 	 	 
	
              EXHIBIT
                C

            	
              -

            	
              FORM
                OF LETTER TO AUDITORS

            
	 	 	 
	
              EXHIBIT
                D

            	
              -

            	
              LIST
                OF SUBSIDIARIES

            
	 	 	 
	
              EXHIBIT
                E

            	
              -

            	
              LICENCES

            
	 	 	 
	
              EXHIBIT
                F

            	
              -

            	
              REPORT
                ON ENVIRONMENTAL MATTERS AND SOCIAL
                MATTERS

            


    

     

    
      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

    

    


    LOAN
      AGREEMENT

     

    LOAN
      AGREEMENT (this “Agreement”) dated August 22,
      2007 between CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. a company
      incorporated and existing under the laws of Bermuda (the “Borrower”), and the
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT, an
      international organisation formed by treaty (“EBRD”).

     

    ARTICLE
      I -
      DEFINITIONS

     

    
      	
              Section
                1.01.

            	
              Definitions

            


    

     

    Wherever
      used in this Agreement
      (including the Exhibits and any Schedules), unless the context otherwise
      requires, the following terms have the following meanings:

     

    
      	
              “2005
                Indenture”

            	
              means
                the indenture dated 5 May, 2005, between the Borrower, the Subsidiary
                Guarantors, JPMorgan Chase Bank, N.A., London Branch (as Trustee,
                Transfer
                Agent, Principal Paying Agent and Security Trustee) and J.P. Morgan
                Bank
                Luxembourg S.A. (as Registrar and Luxembourg Transfer and Paying
                Agent)
                providing for the creation and issuance of the 2005
                Notes.

            


    

     

    
      	
              “2005
                Notes”

            	
              means
                the €245,000,000 fixed rate notes created and issued by the Borrower under
                the 2005 Indenture, together with any additional notes created and
                issued
                thereunder.

            


    

     

    
      	
              “2005
                Trustee”

            	
              means
                JPMorgan Chase Bank, N.A., London Branch as Trustee and Security
                Trustee
                under the 2005 Indenture, or any successor appointed in accordance
                with
                the terms thereof.

            


    

     

    
      	
              “2007
                Indenture”

            	
              means
                the indenture dated 16 May, 2007, between the Borrower, the Subsidiary
                Guarantors, BNY Corporate Trustee Services Limited (as Trustee),
                The Bank
                of New York (as Transfer Agent, Principal Paying Agent and Security
                Trustee) and The Bank of New York (Luxembourg) S.A. (as Registrar,
                Luxembourg Transfer Agent and Luxembourg Paying Agent) providing
                for the
                creation and issuance of the 2007
                Notes.

            


    

     

    
      	
              “2007
                Notes”

            	
              means
                the €150,000,000 floating rate notes created and issued by the Borrower
                under the 2007 Indenture, together with any additional notes created
                and
                issued thereunder.

            


    

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “2007
                Trustees”

            	
              means,
                collectively, BNY Corporate Trustee Services Limited as Trustee under
                the
                2007 Indenture and The Bank of New York as Security Trustee under
                the 2007
                Indenture or any successors appointed in accordance with the terms
                thereof.

            


    

     

    
      	
              “A
                Loan”

            	
              means
                the maximum principal amount of the loan provided for in Section
                3.01(1)
                or, as the context may require, the principal amount thereof from
                time to
                time outstanding.

            


    

     

    
      	
              “Auditors”

            	
              means
                such firm of independent accountants as the Borrower may from time
                to time
                appoint as its auditors in accordance with Section
                5.06.

            


    

     

    
      	
              “Authorisation”

            	
              any
                consent, registration, filing, agreement, notarisation, certificate,
                licence, approval, permit, authority or exemption from, by or with
                any
                Governmental Authority, whether given or with­held by express action
                or deemed given or withheld by failure to act within any specified
                time
                period and all corporate, creditors' and shareholders' approvals
                or
                consents.

            


    

     

    
      	
              “Available
                Amount”

            	
              means,
                as of any date, an amount determined by EBRD to
                be:

            


    

     

    (a)            the
      Commitment as of such date; less

     

    (b)            the
      aggregate principal amount of all Disbursements scheduled to be outstanding
      on
      such date (other than a Disbursement proposed to be made on such date and other
      than an existing Disbursement which is scheduled, in accordance with Section
      3.07, to be repaid on such date to the extent that the proceeds of a
      Disbursement proposed to be made on such date will be applied to repay such
      existing Disbursement in accordance with Section 3.07.

     

    
      	
              “B
                Loan”

            	
              means
                the maximum principal amount of the loan provided for in Section
                3.01(2)
                or, as the context may require, the principal amount thereof from
                time to
                time outstanding.

            


    

     

    
      	
              “Budget”

            	
              means,
                in relation to any Financial Year, the forecast consolidated results
                for
                the Group (including balance sheets, profit and loss, cash flows,
                Segment
                Net Revenues and Segment EBITDA), together with the summary economic,
                market and financial assumptions and financial results, including
                expenditures on the Project, in respect
                thereof.

            


    

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “Business
                Day”

            	
              means
                a day (other than a Saturday or Sunday) on which commercial banks
                are open
                for the transaction of general business (including dealings in foreign
                exchange and foreign currency deposits) in London, England and which
                is a
                TARGET Day.

            


    

     

    
      	
              “Business
                Plan”

            	
              means
                the Borrower's business plan, in the form of a computer model sent
                to EBRD
                by courier on 12 January, 2007, comprising (1) summary economic,
                market and financial assumptions and financial results, including
                expenditures on the Project, segmented by each of the current Countries
                of
                Operation, and (2) consolidated financial results for the Group,
                in each
                case showing actual results for 2005 consistent with the Borrower's
                audited financial statements and 10-K Forms required to be filed
                with the
                Commission, together with forecasts for each of the following Financial
                Years up to 2012, as updated or amended in accordance with Section
                5.03.

            


    

     

    
      	
              “Change
                of Control”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

     

    “Change
      of Control

    
      	
              Triggering
                Event”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

     

    
      	
              “Charter”

            	
              means,
                in respect of any company, corporation, partnership, enterprise or
                other
                entity, its charter, founding act, articles or certificate of
                incorporation and byelaws, memorandum and/or articles of association,
                statutes or similar instrument, as applicable, as may be amended
                from time
                to time.

            


    

     

    
      	
              “Commission”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

     

    
      	
              “Commitment”

            	
              means,
                for each period set forth in Schedule 1, the amount set forth in
                Schedule
                1 opposite such period, which amount is the maximum principal amount
                of
                the Loan during such period hereunder, to the extent that such amount
                has
                not been cancelled pursuant to Section
                3.03.

            


    

     

    
      	
              “Commitment
                Period”

            	
              means
                the period commencing on the date of this Agreement and terminating
                on the
                earlier of the Final Maturity Date and the date the obligation of
                EBRD to
                make Disbursements hereunder terminates in accordance with the terms
                of
                this Agreement.

            


    

     

    
      	
              “Country
                of Operation”

            	
              means
                each of Croatia, Czech Republic, Romania, Slovak Republic, Ukraine
                and
                Slovenia, together with any of Poland, Hungary, Serbia, Bulgaria
                and
                Russia in which any member of the Group shall have any business operations
                from time to time (together, the “Countries of
                Operation”).

            


    

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “Czech
                Loans”

            	
              means
                the
                Loan Agreement No. 2644/05/LCD dated 27 October, 2005, entered into
                by and between Česká spořitelna, a.s., as lender and CET 21 spol. s r.o.,
                as borrower and the Loan Agreement No. 2645/05/LCD dated 27 October,
                2005,
                entered into by and between  Česká spořitelna, a.s., as lender
                and CET 21 spol. s r.o., and Česká produkčnί
2000,
                a.s., as joint borrowers, as each such agreement may be amended from
                time
                to time and any renewals or refinancings
                thereof.

            


    

     

    
      	
              “Default”

            	
              means
                any Event of Default or any event which, with the giving of notice,
                the
                passage of time or the making of any determination, or any combination
                thereof, would become an Event of
                Default.

            


    

     

    
      	
              “Default
                Interest Period”

            	
              means,
                with respect to any amount overdue under this Agreement, a period
                commencing on the day on which such payment becomes due or, as the
                case
                may be, on the last day of the previous Default Interest Period with
                respect to such overdue amount, and ending on  a Business Day
                selected by EBRD.

            


    

     

    
      	
              “Disbursement”

            	
              means
                the disbursement of any portion of the Loan from time to time pursuant
                to
                Section 3.02 or, as the context may require, the principal amount
                thereof
                from time to time outstanding.

            


    

     

    
      	
              “Dollars”
                , “USD” or “$”

            	
              means
                the lawful currency of the United States of
                America.

            


    

     

    
      	
              “Environmental
                Matter”

            	
              means:

            


    

     

    
      	
            	
              (a)

            	
              the
                pollution or protection of the
                environment;

            


    

     

    
      	
            	
              (b)

            	
              harm
                to or the protection of human
                health;

            


    

     

    
      	
            	
              (c)

            	
              health
                and safety of the workplace; or

            


    

     

    
      	
            	
              (d)

            	
              any
                emission or substance capable of causing harm to any living organism
                or
                the environment.

            


    

     

    
      	
              “Euro”,
                “EUR” or “€”

            	
              means
                the lawful currency of the member states of the European Union that
                adopt
                the single currency in accordance with the Treaty Establishing the
                European Community, as amended by the Treaty on European Union and
                the
                Treaty of Amsterdam.

            


    

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “Event
                of Default”

            	
              means
                any one of the events or occurrences specified in Section
                7.01.

            


    

     

    
      	
              “Final
                Maturity Date”

            	
              means
                10 May 2011.

            


    

     

    
      	
              “Financial
                Statements”

            	
              means
                the consolidated financial statements (including balance sheet, income
                statement, statement of changes in equity, cash flow statement and
                notes,
                comprising a summary of significant accounting policies and other
                explanatory notes) of the Borrower and its Subsidiaries prepared
                in
                accordance with Generally Accepted Accounting
                Principles.

            


    

     

    
      	
              “Financial
                Year”

            	
              means
                the period commencing each year on 1 January and ending on the following
                31 December, or such other period as the Borrower may from time to
                time
                designate as the accounting year of the
                Borrower.

            


    

     

    
      	
              “Framework
                Agreement”

            	
              means
                the agreement dated 13 December 2004 between the Borrower, CME Media
                Enterprises B.V. and PPF (Cyprus) Ltd. (as
                amended).

            


    

     

    “Generally
      Accepted

    
      	
              Accounting
                Principles”

            	
              means
                accounting principles generally accepted in the United States of
                America
                as in effect from time to time and consistently
                applied.

            


    

     

    
      	
              “Governmental
                Authority”

            	
              means
                the government of any country, or of any political subdivision thereof,
                whether state, regional or local, and any agency, authority, branch,
                department, regulatory body, court, central bank or other entity
                exercising executive, legislative, judicial, taxing, regulatory or
                administrative powers or functions of or pertaining to government
                or any
                subdivision thereof (including any supra-national bodies), and all
                officials, agents and

            


    

     

    
      	
               

            	
              representatives
                of each of the foregoing.

            


    

     

    
      	
              “Group”

            	
              means
                the Borrower and its Subsidiaries.

            


    

     

    
      	
              “Incur”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

     

    
      	
              “Indebtedness”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “Indentures”

            	
              means,
                collectively, the 2005 Indenture and the 2007
                Indenture.

            


    

     

    
      	
              “Interbank
                Rate”

            	
              means,
                for each Interest Period, the offered rate per annum for deposits
                in the
                Loan Currency which appears on the Reference Page as of 11:00 a.m.,
                Brussels time, on the relevant Interest Determination Date for the
                period
                which is closest to the duration of such Interest Period (or, if
                two
                periods are equally close to the duration of such Interest Period,
                the
                average of the two relevant rates); provided
                that:

            


    

     

    (a)         if,
      for any reason, the Interbank Rate cannot be determined at such time by
      reference to the Reference Page, the Interbank Rate for such Interest Period
      shall be the rate per annum which EBRD determines to be the arithmetic mean
      (rounded upward, if necessary, to the nearest 1/16%) of the offered rates per
      annum for deposits in the Loan Currency in an amount comparable to the portion
      of the Loan scheduled to be outstanding during such Interest Period for a period
      equal to such Interest Period which are advised to EBRD by three major banks
      active in the Euro-zone interbank market selected by EBRD; and

     

    (b)         if
      EBRD determines that deposits in the Loan Currency are not being offered in
      the
      Euro-zone interbank market in such amounts or for such period, the Interbank
      Rate for such Interest Period shall be the cost to EBRD (expressed as a rate
      per
      annum) of funding the portion of the Loan scheduled to be outstanding during
      such Interest Period from whatever sources it selects.

     

    “Interest

    
      	
              Determination
                Date”

            	
              means,
                for any Interest Period, the date two Business Days prior to the
                first day
                of such Interest Period.

            


    

     

    
      	
              “Interest
                Payment Date”

            	
              means
                the last day of each Interest Period, determined in accordance with
                Section 3.05(b), and which shall in each case fall on a day which
                is the
                tenth day of a calendar month; provided however that if any Interest
                Payment Date would otherwise fall on a day which is not a Business
                Day,
                such Interest Payment Date shall be changed to the next succeeding
                Business Day.

            


    

     

    
      	
              “Interest
                Period”

            	
              means,
                for any Disbursement, the period determined in accordance with Section
                3.05(b).

            


    

     

    
      	
              “Leverage
                Ratio”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “Licences”

            	
              means
                the licences listed in Exhibit E, as may be renewed, extended or
                superseded from time to time.

            


    

     

    
      	
              “Lien”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

     

    
      	
              “Loan”

            	
              means
                collectively, the A Loan and the B Loan or, as the context may require,
                the principal amount thereof from time to time
                outstanding.

            


    

     

    
      	
              “Loan
                Currency”

            	
              means
                the currency in which the Loan is denominated as set forth in Section
                3.01.

            


    

     

    
      	
              “Long-term
                Debt”

            	
              means,
                as of any date, any Indebtedness of the Borrower all or part of which,
                or
                the final payment of which, is due after the Final Maturity Date
                but
                which, for the avoidance of doubt, excludes Indebtedness which constitutes
                a refinancing of any or all of the
                Notes.

            


    

     

    
      	
              “Margin”

            	
              means
                1.625% per annum.

            


    

     

    
      	
              “Material
                Adverse Effect”

            	
              means
                a material adverse effect on:

            


    

     

    (a)           the
      ability of the Borrower or any Subsidiary Guarantor to perform or comply with
      any of their respective obligations under any New Financing Agreement or Charter
      (as the case may be) or of any relevant member of the Group to comply with
      any
      obligations under any Licence;

     

    (b)           the
      rights and remedies of EBRD in respect of any Security;

     

    (c)           the
      legality, validity, enforceability and binding nature of any New Financing
      Agreement, Licence or (in the case of the Borrower and the Subsidiary
      Guarantors) Charter or the legal rights, remedies and priorities of EBRD under
      any of the New Financing Agreements; or

     

    (d)           the
      business, operations, financial condition  or prospects of the
      Borrower, any Subsidiary Guarantor or the Group as a whole.

     

    
      	
              “New
                Contract
                Assignment”

            	
              means
                the security assignment dated on or about the date hereof pursuant
                to
                which the Borrower and CME Media Enterprises B.V. grant to EBRD a
                security
                interest in all of their rights, interests and benefits under the
                Framework Agreement and any performance bonds, warranties, guarantees
                and
                undertakings issued thereunder in favour of the Borrower or CME Media
                Enterprises B.V., together with the notices and acknowledgements
                and
                consents in the forms attached thereto, which instrument shall be
                in the
                Agreed Form.

            


    

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    “New
      Financing

    
      	
              Agreements”

            	
              means:

            


    

     

    (a)  
        this
      Agreement,

     

    (b)  
        the
      New
      Participation Agreement,

     

    (c)         the
      New Subsidiary Guarantees,

     

    (d)         the
      New Share Pledges,

     

    (e)         the
      New Contract Assignment,

     

    (f) 
              the New Intercreditor
      Agreement,

     

    (g)         the
      Disbursement applications referred to in Section 3.02, and

     

    (h)         any
      other agreements entered into between the Borrower or any of its Subsidiaries
      and EBRD and notices, certificates and applications issued by the Borrower
      or
      any of its Subsidiaries to EBRD in each case in connection with this Agreement
      or the transactions contemplated by this Agreement.

     

    “New
      Intercreditor

    
      	
              Agreement”

            	
              means
                the Original Intercreditor Agreement as amended and restated by a
                Deed of
                Amendment to be entered into between EBRD, the 2005 Trustee, the
                2007
                Trustees, the Borrower and the Subsidiary Guarantors, providing for,
                inter alia, sharing of the Security and any other security
                interest created in favour of EBRD, the 2005 Trustee and the 2007
                Trustees
                and the Security Trustee to secure any amounts owing by the Borrower,
                which agreement shall be in the Agreed
                Form.

            


    

     

    “New
      Participation

    
      	
              Agreement”

            	
              means
                the agreement to be entered into between EBRD and each Participant
                in
                relation to each Participation.

            


    

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “New
                Security Documents”

            	
              means:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                New Share Pledges,

            


    

     

    
      	
               

            	
              (b)

            	
              the
                New Contract Assignment, and

            


    

     

    
      	
               

            	
              (c)

            	
              any
                other instrument or document entered or to be entered into as security
                for
                all amounts owing to EBRD under the New Financing
                Agreements.

            


    

     

    
      	
              “New
                Share Pledge”

            	
              means
                each pledge dated on or about the date hereof in favour of EBRD over
                the
                shares of Central European Media Enterprises N.V. and CME Media
                Enterprises B.V. respectively, in the Agreed Form (together the “New Share
                Pledges”).

            


    

     

    
      	
              “New
                Subsidiary Guarantee”

            	
              means
                a guarantee of all amounts owing to EBRD by the Borrower under the
                New
                Financing Agreements, as applicable, each such guarantee to be entered
                into by a Subsidiary  Guarantor in favour of EBRD in the Agreed
                Form (together, the “New Subsidiary
                Guarantees”).

            


    

     

    
      	
              “Notes”

            	
              means,
                collectively, the 2005 Notes and the 2007
                Notes.

            


    

     

    
      	
              “Operational
                Documents”

            	
              means:

            


    

     

    (a)    the
      Licences;

     

    (b)    the
      Charters of the Borrower and the Subsidiary Guarantors; and

     

    (c)    the
      Framework Agreement.

     

    “Original
      Contract

    
      	
              Assignment”

            	
              means
                the security assignment dated 21 July, 2006 pursuant to which the
                Borrower
                and CME Media Enterprises B.V. granted to EBRD a security interest
                in all
                of their rights, interests and benefits under the Framework Agreement
                and
                any performance bonds, warranties, guarantees and undertakings issued
                thereunder in favour of the Borrower or CME Media Enterprises B.V.,
                together with the notices and acknowledgements and consents in the
                forms
                attached thereto.

            


    

     

    “Original
      Financing

    
      	
              Agreements”

            	
              means:

            


    

     

    (a)         the
      Original Loan Agreement;

     

    (b)         the
      Original Participation Agreement,

     

     

    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    
       

      (c)         the
        Original Subsidiary Guarantees,

       

      (d)         the
        Original Share Pledges,

       

      (e)         the
        Original Contract Assignment,

       

      (f)
                 the Original Intercreditor
        Agreement as superseded by the New Intercreditor Agreement,

       

      (g)         the
        Supplemental Loan Agreement,

       

      (h)         the
        Disbursement applications referred to in Section 3.02 of the Original Loan
        Agreement, and

       

      (i)  
any
        other
        agreements entered into between the Borrower or any of its Subsidiaries and
        EBRD
        and notices, certificates and applications issued by the Borrower or any
        of its
        Subsidiaries to EBRD in each case in connection with the Original Loan Agreement
        or the transactions contemplated thereby.

       

    

    “Original
      Intercreditor

    
      	
              Agreement”

            	
              means
                the intercreditor agreement dated 21 July, 2006 between EBRD, the
                2005
                Trustee, the Borrower and the Subsidiary Guarantors, as amended and
                restated by a Deed of Amendment dated 16 May, 2007 between EBRD,
                the 2005
                Trustee, the 2007 Trustees, the Borrower and the Subsidiary Guarantors,
                providing for, inter alia, sharing of the Security and any other
                security interest created in favour of EBRD, the 2005 Trustee and
                the 2007
                Trustees to secure any amounts owing by the
                Borrower.

            


    

     

    
      	
              “Original
                Loan Agreement”

            	
              means
                the loan agreement dated 21 July, 2006 between the Borrower and EBRD,
                as
                amended by an amendatory letter agreement dated 16 November, 2006
                and as
                further amended by the Supplemental Loan
                Agreement.

            


    

     

    “Original
      Participation

    
      	
              Agreement”

            	
              means
                the participation agreement dated 21 July, 2006 between EBRD and
                the
                Participants thereunder.

            


    

     

    “Original
      Security

    
      	
              Documents”

            	
              means:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                Original Share Pledges,

            


    

     

    
      	
               

            	
              (b)

            	
              the
                Original Contract Assignment, and

            


    

     

    
      	
               

            	
              (c)

            	
              any
                other instrument or document entered or to be entered into as security
                for
                all amounts owing to EBRD under the Original Financing
                Agreements.

            


    

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “Original
                Share Pledge”

            	
              means
                each pledge dated 21 July, 2006 in favour of EBRD over the shares
                of
                Central European Media Enterprises N.V. and CME Media Enterprises
                B.V.
                respectively (together, the “Original Share
                Pledges”).

            


    

     

    “Original
      Subsidiary

    
      	
              Guarantee”

            	
              means
                a guarantee of all amounts owing to EBRD by the Borrower under the
                Original Financing Agreements, as applicable, each such guarantee
                entered
                into by a Subsidiary Guarantor on 21 July, 2006 in favour of EBRD
                (together, the “Original Subsidiary
                Guarantees”).

            


    

     

    
      	
              “Participant”

            	
              means
                a person from whom EBRD receives a formal commitment to acquire a
                Participation through the execution of, or the accession to, the
                New
                Participation Agreement.

            


    

     

    
      	
              “Participation”

            	
              means
                a participation in the Loan or, as the context may require, in a
                Disbursement.

            


    

     

    
      	
              “Permitted
                Liens”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

     

    
      	
              “Project”

            	
              means,
                collectively, (i) the acquisition by any member of the Group of minority
                stakes in operations of the Group in the Ukraine and Romania; (ii)
                the
                upgrade and extension by any member of the Group of studio premises
                in the
                Ukraine and Romania; and (iii) the acquisition by any member of the
                Group
                of additional broadcasting licences and/or operations in the
                Ukraine.

            


    

     

    
      	
              “Quarterly
                Date”

            	
              means
                any day which is 10 February, 10 May, 10 August or 10 November in
                any
                year; provided, however, that, if any Quarterly Date would otherwise
                fall
                on a day which is not a Business Day, such Quarterly Date shall be
                changed
                to the next succeeding Business
                Day.

            


    

     

    
      	
              “Reduction
                Date”

            	
              means
                the last day of each of the periods set forth in Schedule
                1.

            


    

     

    
      	
              “Reference
                Page”

            	
              means
                the display of  Euro-zone interbank offered rates for deposits
                in the Loan Currency designated as page EURIBOR01 on Reuters Services
                (or
                such other page as may replace page EURIBOR01 on Reuters Services
                for the
                purpose of displaying Euro-zone interbank offered rates for deposits
                in
                the Loan Currency).

            


    

     

    
      	
              “Regulation
                S”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

     

    
      	
              “Renewal
                Disbursement”

            	
              means
                a Disbursement which is used exclusively for the purpose of repaying
                all
                or part of one or more outstanding Disbursements and, after application
                of
                the proceeds thereof, results in no net increase in the aggregate
                principal amount of Disbursements then
                outstanding.

            


    

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “Restricted
                Subsidiary”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

     

    
      	
              “Security”

            	
              means
                the security created, expressed to be created or agreed to be created
                pursuant to any of the New Security Documents to secure all amounts
                owing
                to EBRD under the New Financing
                Agreements.

            


    

     

    
      	
              “Segment
                EBITDA”

            	
              means,
                in relation to each of the Countries of Operation from time to time,
                net
                income (loss), before interest, taxes, depreciation, other income
                and
                foreign exchange gains or losses and amortisation of intangible assets,
                as
                determined for the purposes of the Borrower's Form 10-K filed annually
                with the Commission.

            


    

     

    
      	
              “Segment
                Net Revenue”

            	
              means,
                in relation to each of the Countries of Operation from time to time,
                the
                net sales revenue as determined under Generally Accepted Accounting
                Principles.

            


    

     

    
      	
              “Significant
                Subsidiary”

            	
              shall
                have the meaning ascribed to it in the 2005
                Indenture.

            


    

     

    
      	
              “Social
                Matter”

            	
              means:

            


    

     

    (a)         labour
      standards and employment conditions as regulated by applicable law;

     

    (b)         the
      impact on persons of resettlement or land acquisition;

     

    (c)         the
      impact on indigenous peoples and other vulnerable groups;

     

    (d)         the
      impact on objects of cultural heritage including archaeological artefacts and
      sites; or

     

    (e)         public
      consultation and disclosure, including grievances from members of the public
      notified to the Borrower.

     

    
      	
              “Subsidiary”

            	
              means,
                with respect to any entity, any other entity over 50% of whose capital
                is
                owned, directly or indirectly, by such entity or which is otherwise
                effectively controlled by such
                entity.

            


    

     

    
      	
              “Subsidiary
                Guarantor”

            	
              means
                each of Central European Media Enterprises N.V. and CME Media Enterprises
                B.V. (together, the “Subsidiary
                Guarantors”).

            


    

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    
      	
              “Successor
                Guarantor”

            	
              means
                the resulting, surviving or transferee Person so referenced in Section
                4.18(d)(1) of the 2005 Indenture.

            


    

     

    “Supplemental
      Loan

    
      	
              Agreement”

            	
              means
                the Supplemental Agreement dated on or about the date hereof between
                the
                Borrower and EBRD, amending the Original Loan
                Agreement.

            


    

     

    
      	
              “TARGET
                Day”

            	
              means
                any day on which the Trans-European Automated Real-time Gross Settlement
                Payment System (TARGET) is open for the settlement of payments in
                Euro.

            


    

     

    
      	
              “Tax”
                or “Taxes”

            	
              means
                any tax, royalty, stamp or other duty, assessment, levy,
                charge,  value added tax, or impost of any nature whatsoever
                (including any related penalty or interest) imposed under any
                law.

            


    

     

    
      	
              “Trustees”

            	
              means,
                collectively, the 2005 Trustee and the 2007 Trustees or any successor
                appointed in accordance with the terms of the 2005 Indenture or the
                2007
                Indenture respectively.

            


    

     

    “TV
      Nova
      Group

    
      	
              Agreement”

            	
              means
                the agreement dated 2 May 2005 between the Borrower, CME Media Enterprises
                B.V., PPF (Cyprus) Ltd., CME Media Services s.r.o. (f/k/a PGT Corporation
                s.r.o.) and CME Media Investments
                s.r.o.

            


    

    


    
      	
              “TV
                Nova Licence”

            	
              means
                the licence no. 001/93 granted to CET 21, s.r.o. by the Council for
                Radio
                and Television Broadcasting of the Czech
                Republic.

            


    

     

    
      	
              Section
                1.02.

            	
              Interpretation

            


    

     

    (a)           In
      this Agreement, unless the context otherwise requires, words denoting the
      singular include the plural and vice versa.

     

    (b)           In
      this Agreement, a reference to a specified Article, Section, Schedule or Exhibit
      shall be construed as a reference to that specified Article or Section of,
      or
      Schedule or Exhibit to, this Agreement.

     

    (c)           In
      this Agreement, a reference (i) to an amendment or to an agreement being amended
      includes a supplement, variation, assignment, novation, restatement or
      re-enactment, and (ii) to an agreement shall be construed as a reference to
      such
      agreement as it may be amended from time to time.

     

    (d)           In
      this Agreement, the headings and the Table of Contents are inserted for
      convenience of reference only and shall not affect the interpretation of this
      Agreement.

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    (e)           In
      this Agreement, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”), as used with respect to any
      person, means the possession, directly or indirectly, of the power to direct
      or
      cause the direction of the management and policies of such person, whether
      through the ownership of voting shares, by contract or otherwise.

     

    (f)           In
      this Agreement, a Default is outstanding or continuing until it has been
      remedied or waived by EBRD in writing.

     

    (g)           In
      this Agreement, a reference to a document being “in the Agreed Form” means that
      the form of such document has been agreed by the parties hereto and that a
      copy
      thereof has been initialled for the purpose of identification by EBRD and the
      Borrower.

     

    (h)           In
      this Agreement, any reference to “law” means any law (including, any common or
      customary law) and any treaty, constitution, statute, legislation, decree,
      normative act, rule, regulation, judgement, order, writ, injunction,
      determination, award or other legislative or administrative measure or judicial
      or arbitral decision in any jurisdiction which has the force of law or the
      compliance with which is in accordance with general practice in such
      jurisdiction.

     

    (i)           In
      this Agreement, any reference to a provision of law, is a reference to that
      provision as from time to time amended or re-enacted.

     

    (j)           In
      this Agreement, a reference to a “person” includes any person, natural or
      juridical entity, firm, company, corporation, government, state or agency of
      a
      state or any association, trust or partnership (whether or not having separate
      legal personality) or two or more of the foregoing and references to a “person”
include its successors in title, permitted transferees and permitted
      assigns.

     

    (k)           In
      this Agreement, “Euro-zone” is a reference to the region comprised of the member
      states of the European Union that adopt the single currency in accordance with
      the Treaty Establishing the European Community, as amended by the Treaty on
      European Union and the Treaty of Amsterdam.

     

    (l)           In
      this Agreement, “including” and “include” shall be deemed to be followed by
“without limitation” where not so followed.

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      II - REPRESENTATIONS AND
      WARRANTIES

     

    
      	
              Section
                2.01.

            	
              Representations
                Regarding the Project

            


    

     

    The
      Borrower represents and warrants as
      follows:

     

    
      	
              (a)

            	
              Project
                Description.

            


    

     

    (1)           The
      Project conforms in all material respects with its definition in this Agreement
      (subject to any modifications to which EBRD may agree in writing).

     

    (2)           As
      of the date of this Agreement,  to the extent that any information
      contained in the Business Plan relates to financial forecasts or projections
      of
      future events, such forecasts and projections have been prepared in good faith,
      giving due and careful consideration to all relevant factors and based on
      assumptions that were reasonable at the time that such forecasts and projections
      were prepared, and there has been nothing since the date such forecasts and
      projections were prepared to the date of this Agreement that would make them
      unreasonable, save for the revised forecasts and projections for the Group’s
      business in Ukraine delivered to EBRD by e-mail on 6 August, 2007.

     

    
      	
              Section
                2.02.

            	
              Representations
                Regarding the Borrower

            


    

     

    The
      Borrower represents and warrants as
      follows:

     

    (a)           Incorporation.  The
      Borrower is a company duly incorporated, validly existing, and, if applicable,
      in good standing under the laws of Bermuda and registered, to the extent
      required in accordance with applicable law, with all relevant registration
      bodies in any jurisdiction in which it carries on business or owns assets and
      has full power to own the properties which it owns or will have full power
      to
      own the properties it will own for the purposes of the Project and to carry
      out
      the businesses which it carries out or will carry out for the purposes of the
      Project.

     

    (b)           Corporate
      Structure.  The information in the list of Subsidiaries
      contained in Exhibit D is true, complete and correct as at the date of this
      Agreement, and the Borrower has no Subsidiaries other than as specified therein
      as at the date hereof.

     

    (c)           Subsidiaries.  Each
      of the Significant Subsidiaries and each other Subsidiary to which the Project
      relates is duly organised, validly existing, and, if applicable, in good
      standing under the laws of the jurisdiction in which it is organised and
      registered, to the extent required in accordance with applicable law, with
      all
      relevant registration bodies in any jurisdiction in which it carries on business
      or owns assets and has full power to own the properties which it owns or will
      have full power to own the properties it will own for the purposes of the
      Project and to carry out the businesses which it carries out or will carry
      out
      for the purposes of the Project.

     

    (d)           Directors
      and Officers.  As of the date of this Agreement, the Chief
      Executive Officer of the Borrower is Michael Garin and the Chief Financial
      Officer of the Borrower is Wallace Macmillan.

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    (e)           Restricted
      Subsidiaries.  As at the date of this Agreement all
      Subsidiaries of the Borrower are Restricted Subsidiaries.

     

    (f)           Financial
      Statements.   The consolidated balance sheet of the
      Borrower and its Subsidiaries  as at 31 December, 2006 (as set out in
      Form 10-K filed by the Borrower with the Commission on 1 March, 2007 and the
      related consolidated income statement, statement of changes in equity, cash
      flow
      statement and notes, comprising a summary of significant accounting policies
      and
      other explanatory notes of the Borrower and its Subsidiaries for the Financial
      Year ending on that date, certified by the Auditors, present fairly the
      consolidated financial position, financial performance and cash flows of the
      Borrower and its Subsidiaries as of the date of such balance sheet and for
      the
      period covered by such income statement, statement of changes in equity and
      cash
      flow statement and were prepared in accordance with Generally Accepted
      Accounting Principles.  The Borrower had, as of the date of such
      balance sheet, no material contingent obligations, liabilities for Taxes or
      unusual forward or long term commitments not disclosed by, or reserved against
      in, such balance sheet or the notes thereto.  Since 2 August,
      2007 (being the date of filing of the most recent
      Form 10-Q by the Borrower with the Commission) and up until the date of this
      Agreement, the Borrower has not suffered any Material Adverse Effect, incurred
      any substantial or unusual loss or liability or undertaken or agreed to
      undertake any substantial or unusual obligation.

     

    (g)           Title
      to Assets.  The Borrower and each of its Restricted
      Subsidiaries owns and has good and marketable title to all of the assets with
      a
      book value in excess of the equivalent of €1,000,000 each, the ownership of
      which is reflected in its most recent balance sheet referred to in Section
      2.02(f) or which are necessary for the implementation of the Project or which
      are referred to in the New Security Documents, except for those assets (if
      any)
      which are held under lease or for which the Borrower or such Restricted
      Subsidiary has permanent or exclusive use rights.  Such assets are
      free from any restrictions or covenants which would be reasonably likely to
      have
      a Material Adverse Effect.  Such assets are not subject to any Lien,
      and neither the Borrower nor any of its Restricted Subsidiaries is subject
      to
      any contract, arrangement or law, whether conditional or unconditional, pursuant
      to which any Lien on its assets may be created, except for Permitted Liens
      or
      otherwise as permitted under this Agreement.

     

    (h)           Material
      Contracts.  As of the date of this Agreement, neither the
      Borrower nor any of its Restricted Subsidiaries is a party to, or committed
      to
      enter into, any agreement, other than such agreements as have been disclosed
      by
      the Borrower in a report filed with the Commission, that would be reasonably
      likely to affect the judgement of a prospective lender considering whether
      to
      enter into this Agreement and lend to the Borrower.

     

    (i)           Compliance
      with Law.   The Borrower and each of its Subsidiaries is
      in compliance in all material respects with all laws applicable to it and
      presently in effect.  To the Borrower's knowledge, no law is in effect
      which may reasonably be expected to have a Material Adverse
      Effect.  All tax returns and reports of the Borrower and each of the
      Subsidiary Guarantors and Significant Subsidiaries required by law to be filed
      have been duly filed and all Taxes upon the Borrower and each of the Subsidiary
      Guarantors and Significant Subsidiaries, their respective properties and income,
      which are due and payable, have been paid, other than those currently payable
      without penalty or interest or those being contested in good faith and by proper
      proceedings and/or as to which adequate reserves have been set aside for the
      payment thereof.  The Borrower and each of its Subsidiaries are in
      compliance with all applicable laws concerning money
      laundering.  Neither the Borrower nor any of its Subsidiaries nor any
      of their respective officers, directors or authorised employees, agents or
      representatives has:

    


    
      
        
          
          

        

        
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    (1)              paid,
      promised to pay or offered to pay, or authorised the payment of, any commission,
      bribe, pay-off or kickback related to the Project that violates any applicable
      law or entered into any agreement pursuant to which any such commission, bribe,
      pay-off or kickback may or will at any time be paid; or

     

    (2)              offered
      or given any thing of value to influence the action of a public official, or
      threatened injury to person, property or reputation, in connection with the
      Project in order to obtain or retain business or other improper advantage in
      the
      conduct of business.

     

    (j)           No
      Default.  None of the Borrower, the Subsidiary Guarantors or
      the Significant Subsidiaries are in default under any material agreement or
      instrument which is binding on it (other than intra-Group agreements) or by
      which it or any of its properties or assets is bound and there exists no
      Default.

     

    (k)           Environmental
      and Social Compliance.  The Borrower and each of its
      Subsidiaries and their respective businesses, operations, assets, equipment,
      property, leaseholds and other facilities are in material compliance with the
      provisions of all applicable laws relating to Environmental Matters and Social
      Matters.  Each of the Borrower and its Subsidiaries has been issued
      all required Authorisations relating to, and has received no complaint, order,
      directive, claim, citation or notice from any Governmental Authority or other
      person with respect to, air emissions, discharges to surface water or ground
      water, noise emissions, solid or liquid waste disposal, the use, generation,
      storage, transportation or disposal of toxic or hazardous substances or wastes,
      health and safety, employment conditions, the protection of indigenous peoples,
      cultural property, resettlement of persons or any other Environmental Matter
      or
      Social Matter.

     

    (l)           Litigation.  Other
      than as disclosed in the Borrower’s most recent report on Form 10-K or Form 10-Q
      (as applicable) filed with the Commission, neither the Borrower nor any of
      its
      Restricted Subsidiaries is engaged in, or, to the best of its knowledge,
      threatened by, any litigation, arbitration or administrative proceeding, the
      outcome of which would reasonably be expected to have a Material Adverse
      Effect.

    


    
      
        
          
          

        

        
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              Section
                2.03.

            	
              Representations
                Regarding the Agreements

            


    

     

    The
      Borrower represents and warrants as
      follows:

     

    (a)           Corporate
      Power.  Each of the Borrower and its Subsidiaries has the
      corporate power to enter into (or, in the case of the Licences, be granted),
      and
      perform its obligations under, each New Financing Agreement and Operational
      Document to which it is a party (or, in the case of the Licences, which has
      been
      granted).

     

    (b)           Due
      Authorisation; Enforceability; No Conflict.  The New
      Financing Agreements to which the Borrower and each Subsidiary Guarantor is
      respectively a party have been duly authorised by each such
      party.  This Agreement has been duly executed by the Borrower and this
      Agreement constitutes, and the other New Financing Agreements when executed
      and
      delivered by the Borrower and each Subsidiary Guarantor, as applicable, will
      constitute, valid and legally binding obligations of each such party,
      enforceable in accordance with their respective terms.  The entering
      into of the New Financing Agreements and the compliance with the terms thereof
      by the Borrower and each Subsidiary Guarantor, as applicable:

     

    (1)              will
      not result in violation of such party’s Charter, the Licences or any provision
      contained in any law applicable to such party;

     

    (2)              will
      not conflict with or result in the breach of any provision of, or require any
      consent under, or result in the imposition of any Lien under, any agreement
      or
      instrument to which the Borrower or any Subsidiary Guarantor is a party or
      by
      which the Borrower, any Subsidiary Guarantor or any of their respective assets
      is bound; and

     

    (3)              will
      not constitute a default or an event which, with the giving of notice, the
      passage of time or the making of any determination (or any combination thereof),
      would constitute a default under any such agreement or instrument.

     

    (c)           Governmental
      Authorisations.  No Authorisations from any Governmental
      Authority are required for the due execution, delivery or performance by the
      Borrower or the Subsidiary Guarantors of any New Financing Agreement, or the
      validity or enforceability thereof, or (except for the Licences and other
      Authorisations required for broadcasting by the relevant Subsidiaries and for
      other Authorisations already obtained prior to the date hereof) for the carrying
      on of the business of the Borrower, the Subsidiary Guarantors and the
      Significant Subsidiaries as it is carried on or is contemplated to be carried
      on.

     

    (d)           Pari
      PassuRanking.  The Borrower’s payment
      obligations under the New Financing Agreements rank at least pari passu with
      claims of all of its other creditors, except for claims mandatorily preferred
      by
      laws applicable to companies generally.

     

    (e)           Security.  Subject
      to (i) registration at Companies Registry of Bermuda of the New Share Pledge
      over the shares of Central European Media Enterprises N.V. and the New Contract
      Assignment, (ii) registration at Companies House UK of the New Contract
      Assignment, and (iii) service of a notice of assignment in respect of the New
      Contract Assignment (substantially in the form of Schedule 1 thereto), each
      New
      Security Document will, when executed and delivered, constitute a valid and
      perfected (or have the analogous effect to being perfected under applicable
      law)
      security interest in the collateral covered by such New Security Document,
      securing payment of all principal, interest and other amounts payable to EBRD
      under the New Financing Agreements.  Except for the security interests
      granted to EBRD under the Original Security Documents and to the Trustees
      pursuant to the terms of the 2005 Indenture and the 2007 Indenture respectively,
      there is no other security agreement or instrument creating or purporting to
      create a Lien on the collateral secured by the New Security
      Documents.  The Security is not subject to avoidance on liquidation of
      the Borrower or Central European Media Enterprises N.V. or in bankruptcy,
      composition or other insolvency proceedings relating to the Borrower or Central
      European Media Enterprises N.V.

    


    
      
        
          
          

        

        
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    (f)           Operational
      Documents.

     

    
      	
               

            	
              (1)

            	
              As
                at the date of this Agreement, the Operational Documents are in full
                force
                and effect without modification from the forms provided to EBRD under
                Section 4.01(b).

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Group has all broadcasting licences necessary to operate its business
                as
                currently conducted and, as at the date of this Agreement, the Licences
                constitute all of the material broadcasting licences held by members
                of
                the Group.

            


    

     

    
      	
               

            	
              (3)

            	
              All
                of the Licences are in full force and effect and the grantee of each
                Licence is in compliance in all material respects with all provisions
                thereof.

            


    

     

    
      	
               

            	
              (4)

            	
              None
                of the Licences are the subject of any actual, pending or threatened,
                challenge or revocation.

            


    

     

    
      	
               

            	
              (5)

            	
              There
                has occurred no breach, and no event which with the giving of notice,
                the
                passage of time or the making of any determination, or any combination
                thereof, would constitute a breach, of the Framework
                Agreement.

            


    

     

    (g)           Indentures.  As
      at the date of this Agreement, each of the 2005 Indenture and the 2007 Indenture
      is in full force and effect without modification from the form provided to
      EBRD
      pursuant to Section 4.01(d) of the Original Loan Agreement and Section 4.01(d)
      hereof.

     

    (h)           Taxes.  There
      is no Tax of any Governmental Authority to be imposed on or by virtue of the
      execution, delivery or performance of any New Financing Agreement or necessary
      to ensure the legality, validity, enforceability or admissibility in evidence
      thereof in Bermuda, the Netherlands, the Netherlands Antilles and
      England.

     

    
      	
              Section
                2.04.

            	
              Acknowledgement
                and Repetition 

            


    

     

    (a)           The
      Borrower acknowledges that it has made the representations and warranties
      contained in Sections 2.01, 2.02 and 2.03 with the intention of inducing EBRD
      to
      enter into this Agreement and that EBRD has entered into this Agreement on
      the
      basis of, and in full reliance on, each of such representations and
      warranties.  The Borrower warrants, as of the date of this Agreement,
      that it has no knowledge of any additional facts or matters the omission of
      which makes any of such representations and warranties misleading or which
      would
      or might reasonably be expected to affect the judgement of a prospective lender
      regarding lending to the Borrower.

    


    
      
        
          
          

        

        
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    (b)           Any
      representation or warranty given hereunder which specifies that such
      representation and warranty is provided hereunder “as of the date of this
      Agreement” shall only be given on the date of this Agreement and shall not be
      deemed to be repeated hereafter in connection with any Disbursement made
      pursuant to this Agreement.  In respect of all other representations
      and warranties provided in this Article II, such representations and warranties
      shall be deemed to be repeated on submission of each Disbursement request,
      on
      each Disbursement date and on each Interest Payment Date.

     

    ARTICLE
      III - LOAN

     

    
      	
              Section
                3.01.

            	
              Amount
                and Currency

            


    

     

               On
      and subject to the terms and conditions of this Agreement, EBRD agrees to lend
      to the Borrower, on a revolving basis during the Commitment Period, a maximum
      aggregate principal amount not to exceed €50,000,000 consisting
      of:

     

    (1)              the
      A Loan in an amount not to exceed €25,000,000; and

     

    (2)              the
      B Loan in an amount not to exceed €25,000,000.

     

    
      	
              Section
                3.02.

            	
              Disbursements

            


    

     

    (a)           Subject
      to Section 3.03 and Article IV, the Borrower may borrow and reborrow the
      Commitment which shall be disbursed by EBRD from time to time on any Business
      Day during the Commitment Period in one or more Disbursements upon request
      of
      the Borrower; provided that not more than 10 Disbursements (excluding Renewal
      Disbursements) may be made in any calendar year.  The Borrower may
      request a Disbursement by submitting to EBRD a facsimile transmission followed
      by an original application for such Disbursement, in the form of Exhibit A
      and
      in substance satisfactory to EBRD, at least 10 Business Days prior to the
      proposed date of such Disbursement.  Such application shall, unless
      EBRD otherwise agrees, be irrevocable and binding on the Borrower.

     

    (b)           Each
      Disbursement (other than a Disbursement of the entire undisbursed amount of
      the
      Loan) shall be made (i) in an amount not to exceed the Available Amount as
      at
      the date of such Disbursement, and (ii) in an amount of not less than €5,000,000
      and in integral multiples of €1,000,000.

    


    
      
        
          
          

        

        
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              Section
                3.03.

            	
              Suspension
                and Cancellation

            


    

     

    (a)           From
      time to time, EBRD may, by notice to the Borrower, suspend or cancel the right
      of the Borrower to all or any portion of any further Disbursements:

     

    (1)              if
      an Event of Default has occurred and is continuing; or

     

    (2)              if
      the Board of Governors of EBRD has decided in accordance with Article 8,
      paragraph 3, of the Agreement Establishing the European Bank for Reconstruction
      and Development that access by any Country of Operation to EBRD resources should
      be suspended or otherwise modified; provided that in the event of a decision
      pursuant to this Section 3.03(a)(2), only further Disbursements to be applied
      to
      a Project in such Country of Operation shall be affected.

     

    Upon
      the
      issuance of such notice by EBRD, the right of the Borrower to further
      Disbursements shall be suspended or cancelled as indicated in the
      notice.  The exercise by EBRD of the right of suspension shall not
      preclude EBRD from exercising its right of cancellation as provided in this
      Section 3.03, either for the same or another reason, and shall not limit any
      other rights of EBRD under the New Financing Agreements.

     

    (b)           The
      Borrower shall have the right at any time, on not less than 10 Business Days'
      notice to EBRD, to cancel in whole or in part the then unutilised portion of
      the
      Commitment; provided that:

     

    (1)              the
      Borrower shall pay to EBRD on the date of cancellation all accrued commitment
      charges on the cancelled portion of the Commitment and all other amounts due
      and
      payable hereunder and a cancellation fee of 0.25% of the cancelled amount of
      the
      Commitment; and

     

    (2)              in
      the case of a partial cancellation of the Commitment, such cancellation shall
      be
      in an amount of not less than €5,000,000 and in an integral multiple of
€1,000,000 and the Commitment shall be reduced by the amount of such
      cancellation during each of the remaining periods set forth in Schedule
      1.

     

    Any
      such
      notice of cancellation shall be irrevocable and binding on the
      Borrower.  No portion of the Commitment which is cancelled by the
      Borrower may be reinstated.

     

    (c)           Any
      undisbursed amount of the Loan shall automatically be cancelled at the end
      of
      the Commitment Period.

     

    
      	
              Section
                3.04.

            	
              Charges,
                Commissions and Fees

            


    

     

    (a)           The
      Borrower shall pay to EBRD during the Commitment Period a commitment charge
      (i)
      from the date hereof, at the rate of 0.8125% per annum on so much of the A
      Loan
      as has not, from time to time, been disbursed to the Borrower or cancelled,
      and
      (ii) in the case of an amount of the B Loan in respect of which EBRD receives
      a
      formal commitment from a Participant to acquire a Participation, from the date
      of such commitment as notified by EBRD to the Borrower, at the rate of 0.8125%
      per annum on so much of the B Loan as has not, from time to time, been disbursed
      to the Borrower or cancelled.

    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

     

    The
      commitment charge shall accrue from day to day and be calculated on the basis
      of
      the actual number of days elapsed in the relevant period and a 360-day year
      and
      shall be due and payable in arrears on each Quarterly Date.

     

    (b)           The
      Borrower shall pay to EBRD a front-end commission of (i) 1.5% of the A Loan,
      and
      (ii) 1.5% of the B Loan.  Such front-end commission on the A Loan
      shall be due and payable not later than the first Disbursement or seven Business
      Days after the date of this Agreement, whichever is earlier, and on the B Loan
      shall be due and payable not later than the first Disbursement or seven Business
      Days after the date EBRD receives a formal commitment from a Participant to
      acquire a Participation, whichever is earlier .

     

    (c)           The
      Borrower shall pay to EBRD during the term of this Agreement an annual loan
      administration fee in the amount of €5,000 per annum.  Such loan
      administration fee shall be due and payable in advance, for the initial year,
      not later than the first Disbursement or seven Business Days after the date
      of
      this Agreement, whichever is earlier and, for each subsequent year, on the
      first
      Quarterly Date following each anniversary of the date hereof.  In the
      event that a Participant hereafter acquires a Participation, the Borrower shall
      pay to EBRD during the term of this Agreement an additional annual loan
      administration fee for each such Participant in an amount per annum of €5,000
      less any such loan administration fee paid in respect of that same Participant
      under Section 3.04(d) of the Original Loan Agreement.  Such additional
      loan administration fee shall be due and payable in advance, for the initial
      year, within 30 days after receipt by the Borrower of notice from EBRD that
      such
      Participant has acquired such Participation and, for each subsequent year,
      on
      the first Quarterly Date following each anniversary of the date on which such
      Participant acquired such Participation.

     

    (d)           Subject
      to Section 3.11(a), the charges, commissions and fees referred to in this
      Section 3.04 are exclusive of any Tax which might be chargeable in connection
      with such charges, commissions or fees.  If any such Tax becomes
      chargeable, the Borrower shall pay such Tax to EBRD at the same time that the
      relevant charge, commission or fee becomes due and payable.

     

    
      	
              Section
                3.05.

            	
              Interest

            


    

     

    (a)           Except
      as provided in Section 3.06, the Borrower shall pay interest on the principal
      amount of each Disbursement from time to time outstanding during each Interest
      Period for such Disbursement at a rate equal to the sum of the Margin and the
      Interbank Rate for such Interest Period.

     

    (b)          
      (1)    The
      Borrower may select an Interest Period for a Disbursement in the application
      for
      that Disbursement.

     

    (2)   
      Subject
      to this Section 3.05(b), the Borrower may select an Interest Period of up to
      three months, provided that (i) each Interest Period must end on an Interest
      Payment Date; (ii) no Interest Period may be less than 15 Business Days; and
      (iii) the Borrower must select an Interest Period to ensure that (when
      aggregated with the Available Amount) there are sufficient Disbursements which
      have an Interest Period ending on a Reduction Date for the scheduled reduction
      of Commitment to occur.

    


    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

     

    (3)   
      Each
      Interest Period for a Disbursement shall start on the date of Disbursement
      thereof.

     

    
      	
              (c)

            	
              Interest
                shall:

            


    

     

    (1)              accrue
      from and including the first day of an Interest Period to but excluding the
      last
      day of such Interest Period;

     

    (2)              be
      calculated on the basis of the actual number of days elapsed and a 360-day
      year;
      and

     

    (3)              be
      due and payable on the Interest Payment Date which is the last day of the
      relevant Interest Period.

     

    (d)           On
      each Interest Determination Date, EBRD shall determine the interest rate
      applicable during the relevant Interest Period and promptly give notice thereof
      to the Borrower.  Each determination by EBRD of the interest rate
      applicable to any portion of the Loan shall be final, conclusive and binding
      upon the Borrower unless shown by the Borrower to the satisfaction of EBRD
      that
      any such determination has involved manifest error.

     

    
      	
              Section
                3.06.

            	
              Default
                Interest

            


    

     

    (a)           If
      the Borrower fails to pay when due any amount payable by it under this
      Agreement, the overdue amount shall bear interest at a rate equal to the sum
      of:

     

    (1)              2.0%
      per annum;

     

    (2)              the
      Margin; and

     

    (3)              the
      interest rate per annum offered in the Euro-zone interbank market on the date
      two Business Days prior to the first day of the relevant Default Interest Period
      (or, at EBRD's option, on the first day of such Default Interest Period) for
      a
      deposit in the Loan Currency of an amount comparable to the overdue amount
      for a
      period equal to the relevant Default Interest Period or, if EBRD determines
      that
      deposits in the Loan Currency are not being offered in the Euro-zone interbank
      market in such amounts or for such period, the cost to EBRD (expressed as a
      rate
      per annum) of funding the overdue amount from whatever sources it
      selects.

     

    (b)           Default
      interest shall:

     

    (1)              accrue
      from day to day from the due date to the date of actual payment, after as well
      as before judgement, if any;

    


    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

     

    (2)              be
      calculated on the basis of the actual number of days elapsed and a 360-day
      year;

     

    (3)              be
      compounded at the end of each Default Interest Period; and

     

    (4)              be
      due and payable forthwith upon demand.

     

    (c)           Each
      determination by EBRD of the interest rates applicable to overdue amounts and
      of
      Default Interest Periods shall be final, conclusive and binding upon the
      Borrower unless shown by the Borrower to the satisfaction of EBRD that any
      such
      determination has involved manifest error.

     

    
      	
              Section
                3.07.

            	
              Repayment

            


    

     

    The
      Borrower shall repay each
      Disbursement on the last day of the Interest Period for such Disbursement (and
      subject always to the provisions of Section 3.05(b)) and, provided that the
      Borrower submits an application for Disbursement in accordance with the
      provisions of Section 3.02(a), the Borrower may refinance any maturing
      Disbursement with a Renewal Disbursement.  Subject to the terms of
      this Agreement, amounts repaid during the Commitment Period may be reborrowed
      hereunder.

     

    
      	
              Section
                3.08.

            	
              Prepayment

            


    

     

    (a)           The
      Borrower shall have the right at any time, on not less than 10 Business Days'
      prior notice to EBRD, to prepay all or any part of the principal amount of
      the
      Loan then outstanding; provided that:

     

    (1)              the
      Borrower shall pay to EBRD at the same time all accrued interest and other
      amounts payable on the principal amount of the Loan to be prepaid (including,
      in
      the case of any amount of the Loan prepaid other than on the last day of an
      Interest Period, all amounts payable in accordance with Section 3.12(a)) and
      all
      other amounts due and payable hereunder; and

     

    (2)              in
      the case of a partial prepayment, such prepayment shall be in an amount of
      not
      less than €5,000,000 and in an integral multiple of €1,000,000, shall be applied
      pro rata between the A Loan and the B Loan in proportion to the respective
      principal amounts thereof then outstanding.

     

    Any
      such
      notice of prepayment by the Borrower shall be irrevocable and binding on the
      Borrower and, upon delivery of such notice, the Borrower shall be obligated
      to
      prepay the Loan in accordance with the terms thereof.  Subject to the
      terms of this Agreement, amounts of the Loan prepaid by the Borrower under
      this
      Section 3.08(a) may be reborrowed.

     

    (b)           If
      a Change of Control Triggering Event occurs, EBRD will have the right to require
      the Borrower to prepay all or any part (equal to €50,000 and any integral
      multiple of €1,000 in excess thereof) of the principal amount of the Loan then
      outstanding plus accrued and unpaid interest and other amounts payable to the
      date of repayment.

    


    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

    Within
      30
      days following any Change of Control Triggering Event, the Borrower will provide
      notice to EBRD stating:

     

    
      	
               

            	
              (1)

            	
              that
                a Change of Control Triggering Event has occurred and that EBRD has
                the
                right to require the Borrower to prepay all or any of the principal
                amount
                of the Loan then outstanding in accordance with this Section 3.08(b)
                plus
                accrued and unpaid interest and other amounts payable to the date
                of
                repayment;

            


    

     

    
      	
               

            	
              (2)

            	
              the
                prepayment date, which shall be no earlier than 30 days nor later
                than 60
                days from the date such notice is served (the “Change of Control Payment
                Date”); and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                circumstances and relevant facts regarding the Change of
                Control.

            


    

     

    If,
      not
      less than 10 days prior to the Change of Control Payment Date, EBRD shall have
      given notice to the Borrower that it requires a prepayment and the corresponding
      principal amount thereof, each in accordance with this Section 3.08(b) (a
“Change of Control Prepayment Notice”) , the Borrower shall pay to EBRD on the
      Change of Control Payment Date such principal amount plus accrued interest
      and
      other amounts payable in connection therewith as notified by EBRD to the
      Borrower.  No amounts repaid pursuant to this Section 3.08(b) may be
      reborrowed and all undisbursed amounts of the Commitment shall forthwith
      automatically be cancelled on and from the date of the Change of Control
      Prepayment Notice.

     

    (c)           The
      provisions of Sections 6.06(b) and (c) shall govern any prepayment required
      to
      be made hereunder following an Asset Disposition (as defined in the 2005
      Indenture).

     

    (d)           If
      the Borrower shall (whether voluntarily or involuntarily) make any prepayment,
      repurchase or early redemption of any Long-term Debt borrowed or raised after
      the date of this Agreement (referred to in this Section 3.08(d) as “New
      Long-term Debt”) or make any repayment of any New Long-term Debt pursuant to any
      provision of any agreement or note which provides directly or indirectly for
      acceleration of repayment in time or amount, then in any such case, if EBRD
      so
      requires by notice to the Borrower, there shall be a contemporaneous
      cancellation of a proportionate amount thereto of the Commitment.  To
      the extent that such proportionate amount exceeds the Available Amount, the
      Borrower shall prepay such principal amount then outstanding of the Loan as
      is
      equal to such excess.  No portion of the Commitment which is cancelled
      pursuant to this Section 3.08(d) may be reinstated and no amounts repaid
      pursuant to this Section 3.08(d) may be reborrowed.

     

    
      	
              Section
                3.09.

            	
              Payments

            


    

     

    (a)           All
      payments of principal, interest, charges, commissions, fees, expenses and any
      other amounts due to EBRD under this Agreement shall be made, without set-off
      or
      counterclaim, in the Loan Currency (or, in the case of costs and expenses of
      EBRD, in the currency in which such costs and expenses were incurred), for
      value
      on the due date, to such account as EBRD may from time to time designate by
      notice to the Borrower.

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

     

    (b)           The
      sums to be disbursed by EBRD to the Borrower hereunder shall be payable in
      the
      Loan Currency for value, unless otherwise agreed by the Borrower and EBRD,
      on
      the value date requested by the Borrower in its Disbursement application and
      to
      such correspondent account as the Borrower may designate in its Disbursement
      application (with instructions to transfer such sums, at the Borrower's risk
      and
      expense, to such account as the Borrower may designate in its Disbursement
      application).

     

    (c)           If
      the due date for any payment under this Agreement would otherwise fall on a
      day
      which is not a Business Day, then such payment shall instead be due on the
      next
      succeeding Business Day.

     

    (d)           EBRD
      shall have the right, to the fullest extent permitted by law, to set off any
      amount owed by EBRD to the Borrower, whether or not matured, against any amount
      then due and payable by the Borrower under any New Financing Agreement, whether
      or not EBRD has demanded payment by the Borrower of such amount and regardless
      of the currency or place of payment of either such amount.  EBRD shall
      have the right, to the fullest extent permitted by law, to deduct from the
      proceeds of any Disbursement any charges, commissions, fees, expenses and other
      amounts then due and payable by the Borrower to EBRD under any New Financing
      Agreement.

     

    
      	
              Section
                3.10.

            	
              Insufficient
                Payments

            


    

     

    (a)           If
      EBRD at any time receives less than the full amount then due and payable to
      it
      under this Agreement, EBRD shall have the right to allocate and apply the amount
      received in any way or manner and for such purpose or purposes under this
      Agreement as EBRD in its sole discretion determines, notwithstanding any
      instruction that the Borrower may give to the contrary.

     

    (b)           The
      Borrower shall indemnify EBRD against any losses resulting from a payment being
      received, or a claim being filed or an order or judgement being given, hereunder
      in a currency or place other than the currency and place specified in Section
      3.09(a).  The Borrower shall pay such additional amount as is
      necessary to enable EBRD to receive, after conversion to such currency at a
      market rate and transfer to such place, the full amount due to EBRD hereunder
      in
      the currency and at the place specified in Section 3.09(a).

     

    
      	
              Section
                3.11.

            	
              Taxes

            


    

     

    (a)           The
      Borrower shall pay or cause to be paid, or reimburse EBRD on demand for, all
      present and future Taxes, now or at any time hereafter levied or imposed by
      any
      Governmental Authority of any jurisdiction out of which or through which
      payments hereunder are made, on or in connection with the payment of any amounts
      due to EBRD under this Agreement, whether in respect of the A Loan or the B
      Loan.  For the avoidance of doubt, this Section 3.11(a), together with
      Sections 3.04(d) and 8.07(a), shall not apply with respect to any Tax assessed
      on the Lender by reference to the net income received or receivable (but not
      any
      sum deemed to be received or receivable) by the Lender.

    


    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

     

    (b)           All
      payments of principal, interest and other amounts due to EBRD under this
      Agreement, whether in respect of the A Loan or the B Loan, shall be made free
      and clear of, and without deduction or withholding for or on account of, any
      Taxes; provided, however, that, in the event that the Borrower is prevented
      by
      operation of law or otherwise from making such payments free and clear of such
      deductions or withholdings, the principal, interest or other amount (as the
      case
      may be) due under this Agreement shall be increased to such amount as may be
      necessary to remit to EBRD the full amount it would have received had such
      payment been made without such deductions or withholdings.

     

    
      	
              Section
                3.12.

            	
              Unwinding
                Costs

            


    

     

    (a)           If,
      for any reason (including, without limitation, an acceleration pursuant to
      Section 7.02), any portion of the Loan is repaid or prepaid, or becomes due
      and
      payable on a date other than the last day of an Interest Period, the Borrower
      shall pay to EBRD on demand the amount, if any, by which:

     

    (1)              the
      interest which would have accrued on such portion of the Loan from the date
      on
      which such portion of the Loan has become due and payable to the last day of
      the
      then current Interest Period at a rate equal to the Interbank Rate for such
      Interest Period;

     

    exceeds:

     

    (2)              the
      interest which EBRD would be able to obtain if it were to place an amount equal
      to such portion of the Loan on deposit with a leading bank in the Euro-zone
      interbank market for the period commencing on the date on which such portion
      of
      the Loan has become due and payable and ending on the last day of the then
      current Interest Period.

     

    (b)           If
      any overdue amount is paid on a date other than the last day of a Default
      Interest Period, the Borrower shall pay to EBRD on demand the amount, if any,
      by
      which:

     

    (1)              the
      interest which would have accrued on such overdue amount from the date of
      receipt of such overdue amount to the last day of the then current Default
      Interest Period at a rate equal to the rate specified in Section 3.06(a)(3)
      for
      such Default Interest Period;

     

    exceeds:

     

    (2)              the
      interest which EBRD would be able to obtain if it were to place an amount equal
      to such overdue amount on deposit with a leading bank in the Euro-zone interbank
      market for the period commencing on the Business Day immediately following
      the
      date of receipt of such overdue amount and ending on the last day of the then
      current Default Interest Period.

     

    (c)           The
      Borrower shall forthwith upon notice from EBRD reimburse EBRD for any costs,
      expenses and losses incurred by EBRD or any Participant, and not otherwise
      recovered by EBRD under Sections 3.12(a) and (b), as a result of the occurrence
      of an Event of Default, prepayment of any portion of the Loan on a date other
      than the last day of an Interest Period, failure by the Borrower to pay any
      amount when due hereunder, failure by the Borrower to borrow in accordance
      with
      a Disbursement application submitted pursuant to Section 3.02 or failure by
      the
      Borrower to make any prepayment in accordance with a notice of prepayment
      delivered pursuant to Section 3.08.

    


    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

     

    (d)           A
      certificate of EBRD as to any amount payable under this Section 3.12 shall
      be
      final, conclusive and binding on the Borrower unless shown by the Borrower
      to
      the satisfaction of EBRD to contain manifest error.

     

    
      	
              Section
                3.13.

            	
              Increased
                Costs

            


    

     

    (a)           The
      Borrower shall, from time to time on demand of EBRD, reimburse EBRD for any
      net
      incremental costs to EBRD of making or maintaining, or committing to make,
      the
      Loan or to any Participant of acquiring or maintaining its Participation which
      result from:

     

    (1)              the
      introduction of, or any change in, any applicable law or any applicable
      guideline or policy (whether or not having the force of law), or any change
      in
      the interpretation or application thereof by any governmental or regulatory
      authority charged with the administration thereof; and/or

     

    (2)              any
      compliance with any request from, or requirement of, any central bank or other
      monetary or other authority;

     

    which,
      subsequent to the date of this Agreement:

     

    (A)                imposes,
      modifies or deems applicable any reserve, special deposit or similar requirement
      against assets held by, or deposits with or for the account of, or loans by,
      EBRD or such Participant;

     

    (B)                imposes
      a cost on EBRD or such Participant as a result of it having made the Loan or
      acquired its Participation, as the case may be, or reduces the rate of return
      on
      the overall capital of EBRD or such Participant which it would otherwise have
      been able to achieve;

     

    (C)                changes
      the basis of Tax on payments received by EBRD or such Participant in respect
      of
      the Loan or its Participation, as the case may be, other than by a change in
      taxation of the overall net income of EBRD or such Participant; or

     

    (D)                imposes
      on EBRD or such Participant any other condition regarding the making or
      maintaining of the Loan or the acquisition or maintaining of its Participation,
      as the case may be.

     

    (b)           EBRD
      shall furnish to the Borrower with any such demand a certificate of EBRD or
      the
      relevant Participant certifying:

     

    (1)              that
      such net incremental costs have been incurred;

    


    
      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

     

    (2)              the
      circumstances giving rise to such net incremental costs;

     

    (3)              that,
      in the opinion of EBRD or such Participant, it has exercised reasonable efforts
      to minimise or eliminate such net incremental costs; and

     

    (4)              the
      amount of such net incremental costs.

     

    The
      certificate of EBRD or any Participant as to the amount of such net incremental
      costs shall be final, conclusive and binding on the Borrower unless shown by
      the
      Borrower to the satisfaction of EBRD to contain manifest error.

     

    (c)           Notwithstanding
      anything in Section 3.08, the Borrower shall have the right, on not less than
      30
      days' notice to EBRD (which notice shall be irrevocable and binding on the
      Borrower), to prepay on any Interest Payment Date relating thereto, any
      Disbursement constituting a portion of the Loan on which EBRD informs the
      Borrower that such net incremental costs are then being charged, provided that
      the Borrower shall pay to EBRD at the same time all accrued interest and other
      amounts (including, any such net incremental costs) payable on that portion
      of
      the principal amount of the Loan to be prepaid and all other amounts due
      hereunder.

     

    
      	
              Section
                3.14.

            	
              Illegality

            


    

     

    Notwithstanding
      anything in this
      Agreement, if it is or becomes unlawful in any jurisdiction for EBRD to make,
      maintain or fund the Loan or for any Participant to maintain or fund its
      Participation, then:

     

    (1)              upon
      request by EBRD, the Borrower shall, on the next Interest Payment Date on which
      each relevant Disbursement falls due for repayment or such earlier date as
      EBRD
      may specify, prepay that portion of the principal amount of the Loan which
      EBRD
      notifies to the Borrower as being affected by such change, together with all
      accrued interest and other amounts payable thereon; and

     

    (2)              upon
      notice from EBRD, any portion of the Loan which EBRD notifies to the Borrower
      as
      being affected by such change and which has not theretofore been disbursed
      shall
      be cancelled immediately.

     

    
      	
              Section
                3.15.

            	
              Loan
                Account

            


    

     

    EBRD
      shall open and maintain on its
      books an account in the Borrower's name showing the Disbursements and repayments
      thereof and the computation and payment of interest, charges, commissions,
      fees
      and other amounts due and sums paid hereunder.  Such account shall be
      final, conclusive and binding on the Borrower as to the amount at any time
      due
      from the Borrower hereunder, absent manifest error.

    


    
      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      IV - CONDITIONS PRECEDENT

     

    
      	
              Section
                4.01.

            	
              First
                Disbursement

            


    

     

    The
      obligation of EBRD to make the
      first Disbursement shall be subject to the prior fulfilment, in form and
      substance satisfactory to EBRD, or at the sole discretion of EBRD the waiver,
      whether in whole or part and whether subject to conditions or unconditional,
      of
      the following conditions precedent:

     

    (a)           New
      Financing Agreements.  EBRD shall have received duly executed
      originals of the following agreements:

     

    
      	
               

            	
              (1)

            	
              the
                New Subsidiary Guarantees;

            


    

     

    
      	
               

            	
              (2)

            	
              the
                New Intercreditor Agreement; and

            


    

     

    
      	
               

            	
              (3)

            	
              the
                New Security Documents referred to in Section
                4.01(c).

            


    

     

    (b)           Licences.  EBRD
      shall have received certified copies of the following Licences:

     

    Romania

     

    
      	
               

            	
              ·

            	
              Acasa
                TV (satellite – renewal)

            


    

     

    
      	
               

            	
              ·

            	
              Sport.ro
                (satellite)

            


    

     

    Ukraine

     

    
      	
               

            	
              ·

            	
              Studio
                1+1 Licence Number 0028-m (renewal of licence no.
                0550)

            


    

     

    
      	
               

            	
              ·

            	
              Gravis
                Licence Number 2640 (renewal of licence no. 2462 (formerly no.
                2241))

            


    

     

    
      	
               

            	
              ·

            	
              Gravis
                Licence Number 2750 (renewal of licence no. 2581 (formerly no.
                2331))

            


    

     

    
      	
               

            	
              ·

            	
              Gravis
                Licence Number 0032-m

            


    

     

    
      	
               

            	
              ·

            	
              Gravis
                Licence Number 0007-m

            


    

     

    (c)           Security.  The
      Security shall have been validly created and perfected (or have an analogous
      effect to being perfected under applicable law) in a manner satisfactory to
      EBRD
      and EBRD shall have received duly executed originals of the following New
      Security Documents, together with any document, recording, filing, notification,
      registration, notarisation or other evidence required, in the opinion of EBRD,
      for the creation, validity, perfection (or having an analogous effect to
      perfection under applicable law) or priority of the Security of EBRD in or
      under
      such New Security Documents:

     

    (1)              the
      New Share Pledges; and

     

    (2)              the
      New Contract Assignment.

    


    
      
        
          
          

        

        
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    (d)           2007
      Indenture.  EBRD shall have received a certified copy of the
      2007 Indenture.

     

    (e)           Charters.  EBRD
      shall have received certified copies of the Charters (and, if relevant,
      certificates of registration (or evidence of filing thereof) and certificates
      of
      compliance or good standing dated not more than five Business Days prior to
      the
      date of the application for the first Disbursement) of the Borrower and the
      Subsidiary Guarantors, each as amended to date.

     

    (f)           Corporate
      Authorisations.  EBRD shall have received certified copies of
      all corporate (including, if required, shareholder) Authorisations necessary
      for
      the due execution, delivery and performance of the New Financing Agreements,
      and
      any other documents in implementation thereof, by the Borrower and the
      Subsidiary Guarantors, as applicable, and for the transactions contemplated
      thereby, including the authorisations (whether by law, Charter, resolution
      or
      otherwise) of the persons signing the New Financing Agreements to sign such
      documents and to bind the respective parties thereby.

     

    (g)           Specimen
      Signatures.  EBRD shall have received:

     

    (1)              a
      certificate of incumbency and authority of the Borrower substantially in the
      form of Exhibit B; and

     

    (2)              a
      certificate of an appropriate officer of each of the Subsidiary Guarantors
      certifying the specimen signature of each person authorised to sign, on behalf
      of such party, the New Financing Agreements to be entered into and performed
      by
      such party.

     

    (h)           Governmental
      and Other Authorisations.  EBRD shall have received originals
      or certified copies of all Authorisations, including creditors' consents,
      necessary for the execution, delivery and performance of the New Financing
      Agreements by the Borrower and the Subsidiary Guarantors and for the
      transactions contemplated thereby, including:

     

    (1)              the
      borrowing by the Borrower under this Agreement;

     

    (2)              obligations
      of the Subsidiary Guarantors under the New Subsidiary Guarantees;

     

    (3)              the
      creation of the Security; and

     

    (4)              the
      remittance to EBRD of all monies payable in respect of the New Financing
      Agreements,

     

    other
      than any Authorisation of a routine or minor nature which is not necessary
      at
      the time of the proposed Disbursement or which may only be obtained as the
      Project progresses and in each case which is customarily granted in due course
      after timely application, and in respect of which the Borrower or the relevant
      Subsidiary Guarantor is not aware of any reason for it being unable to obtain
      in
      due course such Authorisation.

    


    
      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

    

     

    (i)           Auditors
      Letter.  EBRD shall have received a copy of a letter to the
      Auditors from the Borrower substantially in the form of Exhibit C.

     

    (j)           Participations.  EBRD
      shall have received from Participants, upon terms satisfactory to EBRD, formal
      commitments by such Participants, through the execution of one or more New
      Participation Agreements for the acquisition of Participations in the B Loan
      in
      an aggregate amount equal to the full amount of the B Loan.

     

    (k)           Process
      Agent Appointments.  EBRD shall have received written
      confirmation from the agents for service of process appointed by the Borrower
      and the Subsidiary Guarantors pursuant to the New Financing Agreements of their
      acceptances of such appointments.

     

    (l)           Legal
      Opinions.  EBRD shall have received the following legal
      opinions regarding such matters incident to the transactions contemplated by
      the
      New Financing Agreements and Operational Documents as EBRD reasonably
      requests:

     

    (1)              the
      opinion of Conyers Dill & Pearman, special Bermuda counsel to the
      Borrower;

     

    (2)              the
      opinion of Houthoff Buruma, special Netherlands counsel to EBRD;

     

    (3)              the
      opinion of VanEps Kunneman VanDoorne, special Netherlands Antilles counsel
      to
      EBRD; and

     

    (4)              the
      opinion of Ogilvy Renault, special English counsel to EBRD.

     

    
      	
              Section
                4.02.

            	
              All
                Disbursements

            


    

     

    The
      obligation of EBRD to make any
      Disbursement, including (except as otherwise provided) each Renewal
      Disbursement, shall also be subject to the fulfilment, in form and substance
      satisfactory to EBRD, or at the sole discretion of EBRD the waiver, whether
      in
      whole or part and whether subject to conditions or unconditional, of the
      conditions that, on the date of the Borrower's application for such Disbursement
      (other than in the case of a Renewal Disbursement) and on the date of such
      Disbursement:

     

    (a)           Continuing
      Validity of Documents.  All agreements, documents and
      instruments delivered to EBRD pursuant to Section 4.01 (other than Section
      4.01(d) in the event that the 2007 Notes have been repaid) shall be in full
      force and effect and unconditional (except for this Agreement having become
      unconditional, if that is a condition of any such agreement).

     

    (b)           Representations
      and Warranties.  Subject to Section 2.04(b), the
      representations and warranties made or confirmed by the Borrower and each
      Subsidiary Guarantor in the New Financing Agreements shall be true on and as
      of
      such dates with the same effect as though such representations and warranties
      had been made on and as of such dates.

    


    
      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

     

    (c)           No
      Default.  No Default (or, in the case of a Renewal
      Disbursement, no Event of Default) shall have
      occurred and be continuing and the Borrower shall not, as a result of such
      Disbursement, be in violation of its Charter, any provision contained in any
      agreement or instrument to which the Borrower is a party (including this
      Agreement) or by which the Borrower is bound or any law applicable to the
      Borrower.

     

    (d)           No
      Material Adverse Change.  Nothing shall have occurred which,
      in the reasonable opinion of EBRD, is reasonably likely to have a Material
      Adverse Effect.

     

    (e)           Use
      of Proceeds.  The proceeds of such Disbursement (other than
      Renewal Disbursements) shall be needed for the following purposes:

     

    (1)           until
      the aggregate principal amount of Disbursements (other than Renewal
      Disbursements) reaches €50,000,000, the proceeds of each such Disbursement shall
      be needed for the purposes of the Project; and

     

    (2)           thereafter,
      the proceeds of each Disbursement (other than Renewal Disbursements) shall
      be
      needed in connection with the business operations (including the Project) of
      the
      Borrower’s Subsidiaries in the Countries of Operation or the treasury operations
      of the Borrower and its Subsidiaries,

     

    and
      EBRD
      shall have received such evidence as to the proposed utilisation of the proceeds
      of such Disbursement and the utilisation of the proceeds of any such prior
      Disbursement as EBRD reasonably requests.

     

    (f)           Fees
      and Expenses.  EBRD shall have received payment of all
      amounts due and owing to it under the New Financing Agreements, including all
      fees and expenses described in Section 3.04 and Section 5.13.

     

    (g)           Disbursement
      Application.  EBRD shall have received an original of the
      Borrower's timely application for such Disbursement substantially in the form
      of
      Exhibit A.

     

    (h)           Other.  EBRD
      shall have received such other documents and legal opinions as EBRD may
      reasonably request.

     

    
      	
              Section
                4.03.

            	
              Participations

            


    

     

               Notwithstanding
      anything in this Agreement to the contrary, the obligation of EBRD to make
      any
      Disbursement shall also be subject to the conditions that:

     

    (1)              immediately
      after such Disbursement, the ratio of the aggregate amount of the A Loan to
      the
      aggregate amount of the B Loan shall be one to one; and

     

    (2)              EBRD
      shall not in any event be obligated to make any Disbursement of the B Loan
      except to the extent that corresponding funds in an aggregate amount equal
      to
      the amount of such Disbursement of the B Loan are provided to EBRD by
      Participants pursuant to Participations.

    


    
      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      V - AFFIRMATIVE COVENANTS

     

               Unless
      EBRD otherwise agrees in writing (and subject to the provisions of Section
      5.15):

     

    
      	
              Section
                5.01.

            	
              Corporate
                Existence; Continuity of
                Business

            


    

     

    (a)           The
      provisions of Section 4.5 of the 2005 Indenture (together with the definitions
      set out in the 2005 Indenture insofar as they relate thereto) are hereby
      incorporated herein mutatis mutandis as if set out herein in
      full.

     

    (b)           The
      Borrower shall, and shall procure that its Subsidiaries shall, conduct their
      businesses with due diligence and efficiency, in accordance with sound financial
      and business practices and in compliance with all applicable laws, including
      all
      money laundering laws.  The Borrower shall use procurement methods
      which ensure a sound selection of goods and services at fair market value and
      that the Borrower is making its capital investments in a cost effective
      manner.

     

    
      	
              Section
                5.02.

            	
              Project
                Implementation and Use of
                Proceeds

            


    

     

               The
      Borrower shall procure that the proceeds of Disbursements are applied in
      accordance with Section 4.02(e).

     

    
      	
              Section
                5.03.

            	
              Business
                Plan and Budget

            


    

     

    (a)           The
      Borrower shall ensure that the Business Plan is updated on an annual basis
      as at
      the last day of each Financial Year, and shall provide a copy of each such
      updated Business Plan to EBRD promptly (and in any event within 10 Business
      Days) after the adoption thereof by the Board of Directors of the
      Borrower.

     

    (b)           Without
      prejudice to Section 5.03(a), the Borrower shall notify EBRD of any amendment
      from time to time to the Business Plan, where such amendment results in a
      reduction of at least 20% against the prevailing consolidated Segment EBITDA
      for
      the then current Financial Year and the next succeeding Financial Year, as
      reported to EBRD in the then most recent Business Plan.  Notification
      by the Borrower under this Section 5.03(b) shall be made promptly (and in any
      event within 10 Business Days) after the adoption of any such amendment by
      the
      Board of Directors of the Borrower.

     

    (c)           The
      Borrower shall adopt a Budget in respect of each Financial Year, and shall
      provide a copy of such Budget to EBRD within 90 days after the last day of
      the
      previous Financial Year or, if earlier, promptly (and in any event within 10
      Business Days) after the adoption thereof by the Board of Directors of the
      Borrower.

    


    
      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Section
                5.04

            	
              Environmental
                and Social Compliance

            


    

     

    (a)           The
      Borrower shall procure that the Project is carried out in material compliance
      with the relevant environmental, health and safety regulations and standards
      in
      effect from time to time in the jurisdiction in which the Project is located
      and
      the European Union environmental and health and safety standards existing on
      the
      date thereof, to the extent applicable.

     

    (b)           The
      Borrower shall and shall procure that its Subsidiaries shall observe all
      applicable laws and standards on employment, including those relating to the
      employment of children and young people, discrimination at work, and forced
      labour.  Such applicable laws and standards shall include (i) the
      International Labour Organisation’s fundamental conventions concerning the
      abolition of child labour, the elimination of discrimination at the workplace
      and the elimination of forced and compulsory labour and (ii) national
      law.

     

    
      	
              Section
                5.05.

            	
              Insurance

            


    

     

    The
      Borrower shall and shall procure
      that the Subsidiary Guarantors and Significant Subsidiaries shall maintain
      insurance against loss, damage and liability in relation to their business
      and
      assets of a type and in an amount as is usual for companies carrying on a
      business such as that carried on by them in their respective geographic markets
      and will on demand by EBRD provide to EBRD copies of the policies relating
      thereto.

     

    
      	
              Section
                5.06.

            	
              Accounting

            


    

     

    (a)           The
      Borrower shall maintain books of account and other records adequate to present
      fairly the consolidated financial position, financial performance and cash
      flows
      of the Borrower and its Subsidiaries and the results of its operations
      (including the progress of the Project) in conformity with Generally Accepted
      Accounting Principles.

     

    (b)           The
      Borrower shall maintain as auditors of the Borrower a firm of independent
      accountants of international standing.

     

    (c)           The
      Borrower shall authorise, by a letter substantially in the form of Exhibit
      C,
      the Auditors to communicate directly with EBRD at any time regarding the
      Borrower's accounts and operations.

     

    
      	
              Section
                5.07.

            	
              Continuing
                Governmental and Other
                Authorisations

            


    

     

    The
      Borrower shall procure that all
      Authorisations (i) required for the purposes described in Sections 4.01(f)
      and
      4.01(h) and for ensuring the legality, validity and enforceability of the New
      Financing Agreements, and (ii) required from time to time for the carrying
      out
      of the Project, are obtained, complied with and maintained in force (or, where
      appropriate, renewed).  The Borrower shall procure that all the
      conditions and restrictions contained in, or imposed by, such Authorisations
      are
      performed and observed.

    


    
      
        
          
          

        

        
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              Section
                5.08.

            	
              Security

            


    

     

    (a)           The
      Borrower shall and, in respect of the New Share Pledge over the shares of CME
      Media Enterprises B.V., shall procure that Central European Media Enterprises
      N.V. shall create, perfect, maintain and, as appropriate, renew the Security
      in
      a manner satisfactory to EBRD.

     

    (b)           The
      Borrower shall procure that EBRD shall be entitled to share, on a pari passu
      basis with each of the 2005 Trustee and the 2007 Trustees (as trustee for the
      holders of the 2005 Notes and the 2007 Notes respectively), any security
      interest to which it becomes entitled pursuant to the terms of the 2005
      Indenture or the 2007 Indenture so long as any amount is or may become
      outstanding under the New Financing Agreements.

     

    
      	
              Section
                5.09.

            	
              Compliance
                with Other Obligations

            


    

     

    The
      Borrower shall and shall procure
      that each of the Subsidiary Guarantors and Significant Subsidiaries shall comply
      in all material respects with all material agreements (other than intra-Group
      agreements) to which the Borrower or such Restricted Subsidiary is a party
      or by
      which it or any of its properties or assets is bound.

     

    
      	
              Section
                5.10.

            	
              Taxes

            


    

     

    (a)           The
      Borrower shall and shall procure that each of the Subsidiary Guarantors and
      Significant Subsidiaries shall pay when due all of their Taxes, including any
      Taxes against any of their properties, other than Taxes which are being
      contested in good faith and by proper proceedings and/or as to which adequate
      reserves have been set aside for the payment thereof.  The Borrower
      shall and shall procure that each of the Subsidiary Guarantors and Significant
      Subsidiaries shall make timely filings of all Tax returns and governmental
      reports required to be filed or submitted under any applicable law.

     

    (b)           The
      Borrower shall and shall procure that each of its relevant Subsidiaries shall
      pay all Taxes payable on, or in connection with, the execution, issue, delivery,
      registration or notarisation of any New Financing Agreement or any other
      document related to this Agreement.  Upon notice from EBRD, the
      Borrower shall pay to EBRD, or reimburse EBRD for, an amount equal to any such
      Taxes levied on or paid by EBRD.

     

    
      	
              Section
                5.11.

            	
              Operational
                Documents

            


    

     

    (a)           The
      Borrower shall and shall procure that each of its relevant Subsidiaries shall
      obtain and maintain in full force and effect (or, where any such Licence is
      to
      expire during the term of this Agreement, renew) each of the Licences and shall
      procure that each of its relevant Subsidiaries shall comply at all times in
      all
      material respects with all provisions thereof.

     

    (b)           The
      Borrower shall and shall procure that CME Media Enterprises B.V. shall maintain
      the Framework Agreement in full force and effect and perform its obligations
      under, and not commit any breach of or default under, such
      agreement.

    


    
      
        
          
          

        

        
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              Section
                5.12.

            	
              Further
                Documents

            


    

     

               The
      Borrower shall execute all such other documents and instruments and do all
      such
      other acts and things as EBRD may determine are necessary or desirable to give
      effect to the provisions of the New Financing Agreements (or to procure the
      giving effect to such provisions) and to cause the New Financing Agreements
      to
      be duly registered, notarised and stamped in any applicable
      jurisdiction.  The Borrower hereby irrevocably appoints and
      constitutes EBRD as the Borrower's true and lawful attorney with right of
      substitution (in the name of the Borrower or otherwise) to execute such
      documents and instruments and to do such acts and things in the name of and
      on
      behalf of the Borrower in order to carry out the provisions hereof
      .

     

    
      	
              Section
                5.13.

            	
              Costs
                and Expenses

            


    

     

    (a)           The
      Borrower shall, whether or not any Disbursement is made, pay to EBRD or as
      EBRD
      may direct, within 30 days of EBRD furnishing to the Borrower the invoice
      therefor (but, in any event, prior to the first Disbursement in the case of
      costs and expenses incurred and invoiced to the Borrower prior to the date
      of
      the first Disbursement), all reasonable out-of-pocket costs and expenses
      (including,  reasonable travel expenses and the reasonable fees and
      expenses of outside counsel to EBRD and all other reasonable financial,
      accounting, environmental and other consulting fees and expenses) incurred
      by
      EBRD in connection with:

     

    (1)              the
      assessment, preparation, negotiation and arrangement of the Loan by
      EBRD;

     

    (2)              the
      preparation, review, negotiation, execution and, where appropriate, stamping,
      registration and notarisation of the New Financing Agreements, the Operational
      Documents and the Security and any other documents related thereto;

     

    (3)              the
      giving of any legal opinions hereunder; and

     

    (4)              the
      administration of the New Financing Agreements, including visits by
      environmental staff (but, for the avoidance of doubt, excluding amounts
      representing any salaries of employees of EBRD).

     

     (b)           The
      Borrower shall pay to EBRD or as EBRD may direct, on demand, all fees, costs
      and
      expenses (including, legal fees and expenses) incurred by EBRD:

     

    (1)              in
      the determination of whether there has occurred a Default;

     

    (2)              in
      respect of the preservation or enforcement of any of its rights under any New
      Financing Agreement and the collection of any amount owing to EBRD;
      and

     

    (3)              in
      connection with the assessment, preparation, review, negotiation, execution
      and,
      where appropriate, registration and notarisation of any amendment to or waiver
      of any New Financing Agreement or any other document related
      thereto.

    


    
      
        
          
          

        

        
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              Section
                5.14.

            	
              Reports;
                Furnishing of Information

            


    

     

    (a)         
       (1)      The
      provisions of Section 4.12 (excluding Section 4.12(3) and the final paragraph
      of
      Section 4.12) of the 2005 Indenture (together with the definitions set out
      in
      the 2005 Indenture insofar as they relate thereto) are hereby incorporated
      herein mutatis mutandis as if set out herein in full, provided that the
      requirement to provide to or make information available to the 2005 Trustee
      or
      the holders of the 2005 Notes shall not be incorporated mutatis mutandis
herein.

     

    (2)       
       Insofar
      as the annual and quarterly information required under Section 5.14(a)(1) is
      not
      filed with the Commission and/or is not publicly available by reference to
      the
      internet website of the Borrower within the time required thereunder (by
      reference to Section 4.12 of the 2005 Indenture) the Borrower shall, promptly
      upon becoming aware thereof, provide paper copies thereof to EBRD in the form
      required under Regulation S-X.

     

    (b)          Within
      45 days after the end of each quarter of each Financial Year, the Borrower
      shall
      notify EBRD of the Leverage Ratio for the Borrower and its Restricted
      Subsidiaries, such Leverage Ratio to be calculated as at the last day of the
      quarter being reported on.

     

    (c)          Within
      60 days after the end of each Financial Year, the Borrower shall furnish to
      EBRD
      a statement of the principal repayments scheduled to be made in each succeeding
      Financial Year up to and including the Financial Year ending on 31 December
      2011
      (and any subsequent Financial Year to the extent that any amounts may remain
      outstanding hereunder by the Borrower in such Financial Year) in respect of
      all
      of its Indebtedness other than amounts required for a mandatory reduction
      referred to in the exception to Section 6.13.

     

    (d)          As
      soon as available but, in any event, within 60 days after the end of each
      Financial Year, the Borrower shall furnish to EBRD information on the identity
      and nationality of the contractor and the value of the contract in respect
      of
      any contract awarded by the Borrower or any Subsidiary relating to the Project
      (A) which is in respect of construction or works and has a value in excess
      of
€5,000,000 (or the equivalent thereof in other currencies at then
      current  rates of exchange), or (B) which is in respect of the
      purchase of goods or the provision of consultancy services with a value in
      excess of €1,000,000 (or the equivalent thereof in other currencies at then
      current  rates of exchange).

     

    (e)           As
      soon as available but, in any event, within 60 days after the end of each
      Financial Year, the Borrower shall furnish to EBRD a report, in form and scope
      satisfactory to EBRD, on Environmental Matters and Social Matters arising in
      relation to the Borrower or the Project during such Financial Year, such report
      to be in the form set out in Exhibit F hereto.

     

    (f)           The
      Borrower shall promptly notify EBRD of any amendments and/or supplements to
      the
      2005 Indenture and shall provide certified copies to EBRD promptly upon
      execution thereof.

     

    (g)           The
      Borrower shall promptly notify
      EBRD of:

    


    
      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

    

     

    (1)              any
      proposed material change in the nature or scope of the Project or the business
      or operations of the Borrower or any Restricted Subsidiary; and

     

    (2)              any
      event or condition (including, any pending or threatened litigation, arbitration
      or administrative proceeding and any damage to or destruction of Project
      facilities) which is reasonably likely to have a Material Adverse
      Effect.

     

    (h)          Immediately
      upon the occurrence of any Default, the Borrower shall give EBRD notice thereof
      specifying the nature of such Default and any steps the Borrower is taking
      to
      remedy the same.

     

    (i)           Immediately
      upon the occurrence of any incident or accident relating to the Borrower or
      any
      Subsidiary or the Project which is likely to have a material adverse effect
      on
      the environment, health or safety, the Borrower shall give EBRD notice thereof
      specifying the nature of such incident or accident and any steps which are
      being
      taken to remedy the same.  Without limiting the generality of the
      foregoing, an incident or accident is likely to have a material adverse effect
      on the environment, health or safety if any applicable law requires notification
      of such incident or accident to any Governmental Authority, such incident or
      accident involves fatality or multiple serious injuries requiring
      hospitalisation or such incident or accident has become public knowledge whether
      through media coverage or otherwise.

     

    (j)           The
      Borrower shall furnish promptly to EBRD such other information as EBRD may
      from
      time to time reasonably request (including, in order to facilitate EBRD’s
      evaluation of the Project).  Upon request of EBRD acting reasonably,
      the Borrower shall and shall procure that any Significant Subsidiary shall
      permit representatives of EBRD (including, any consultants engaged by EBRD)
      to
      visit the Project or any of the premises where the operations of the Borrower
      or
      such Significant Subsidiary (as the case may be) is conducted or where the
      Project is being carried out and to have access to the books of account and
      records of the Borrower, each Subsidiary Guarantor and each Significant
      Subsidiary (as the case may be).

     

    
      	
              Section
                5.15.

            	
              Original
                Loan Agreement

            


    

     

    For
      the
      purposes of Sections 5.03, 5.05 and 5.14(a), (b), (c), (d), (e), (f) and (i),
      any notice, document or information provided by the Borrower to EBRD as required
      under those Sections and which is required to be provided under identical
      provisions of the Original Loan Agreement shall be deemed to be satisfied
      hereunder by the Borrower providing the relevant notice, document or information
      for the purposes of, and in accordance with, the Original Loan
      Agreement.

    


    
      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      VI - NEGATIVE COVENANTS

     

    Unless
      EBRD otherwise agrees in
      writing:

     

    
      	
              Section
                6.01.

            	
              Limitation
                on Indebtedness

            


    

     

    The
      provisions of Section 4.3 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full, provided that, for the purposes of
      the definition of “Refinancing Indebtedness”, if the Indebtedness being
      refinanced is Indebtedness of the Borrower or a Subsidiary Guarantor then such
      Refinancing Indebtedness should also be Indebtedness of the Borrower or
      Subsidiary Guarantor (as the case may be) that Incurred the initial
      Indebtedness.

     

    
      	
              Section
                6.02.

            	
              Limitation
                on Restricted Payments;
                Investments

            


    

     

    The
      provisions of Section 4.4 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full, and references to “Default” and
“Event of Default” shall be defined in accordance with Section 1.01
      hereof.

     

    
      	
              Section
                6.03.

            	
              Limitation
                on Liens

            


    

     

    The
      provisions of Section 4.6 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full.

     

    
      	
              Section
                6.04.

            	
              Waiver
                of Stay; Extension or Usury
                Laws

            


    

     

    The
      provisions of Section 4.7 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full.

     

    
      	
              Section
                6.05.

            	
              Limitation
                on Restrictions on Distributions from Restricted
                Subsidiaries

            


    

     

    The
      provisions of Section 4.8 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full.

     

    
      	
              Section
                6.06.

            	
              Limitation
                on Sales of Assets and Subsidiary
                Stock

            


    

     

    (a)           The
      provisions of Section 4.9 of the 2005 Indenture (together with the definitions
      set out in the 2005 Indenture insofar as they relate thereto) are hereby
      incorporated herein mutatis mutandis as if set out herein in full, save
      that the provisions of Section 6.06(b) and (c) below shall apply hereunder
      in
      connection with any Asset Disposition Offer under, and shall supplement, Section
      4.9 of the 2005 Indenture.

    


    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

     

    (b)           The
      parties hereto agree and acknowledge that, for the purposes of Section 4.9
      of
      the 2005 Indenture, the Indebtedness arising under this Agreement constitutes
      Pari Passu Indebtedness and/or Pari Passu Notes, as the context
      requires.  For the avoidance of doubt, in the event that an Asset
      Disposition Offer is made under Section 4.9 of the 2005 Indenture, the Borrower
      will be required to make such Asset Disposition Offer to EBRD in accordance
      with
      the procedures and under the terms and conditions outlined in Section 4.9 of
      the
      2005 Indenture.  Amounts of the Loan prepaid by the Borrower under
      this Section 6.06(b) may not be reborrowed and the Commitment shall reduce
      accordingly.

     

    (c)           For
      the purposes of this Section 6.06, capitalised terms not otherwise defined
      in
      this Agreement shall have the meanings ascribed to them in the 2005
      Indenture.

     

    
      	
              Section
                6.07.

            	
              Limitation
                on Affiliate Transactions; Arm’s Length
                Transactions

            


    

     

    The
      provisions of Section 4.10 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full.

     

    
      	
              Section
                6.08.

            	
              Limitation
                on Lines of Business

            


    

     

    The
      provisions of Section 4.13 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full.

     

    
      	
              Section
                6.09.

            	
              Merger,
                Amalgamation and
                Consolidation

            


    

     

    The
      provisions of Section 4.18 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full, and all obligations therein by the
      Issuer or a Subsidiary Guarantor (or a Successor Company or Successor Guarantor)
      to the 2005 Trustee in respect of the 2005 Notes, the 2005 Indenture or the
      Subsidiary Guarantees (as defined thereunder) shall be read and construed as
      the
      Borrower’s or Subsidiary Guarantor’s (or a Successor Company’s or Successor
      Guarantor’s) obligations to EBRD in respect of the Loan, this Agreement or the
      New Subsidiary Guarantees hereunder, and all references to “Default” and “Event
      of Default” shall be defined in accordance with Section 1.01
      hereof.

     

    
      	
              Section
                6.10.

            	
              Limitation
                on Sale of Stock of Restricted
                Subsidiaries

            


    

     

    The
      provisions of Section 4.20 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full.

    


    
      
        
          
          

        

        
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              Section
                6.11.

            	
              Limitation
                on Guarantees of the Borrower and Subsidiary Guarantor
                Indebtedness

            


    

     

    The
      provisions of Section 4.21 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full, and the reference therein to the
“Notes” shall be read and construed as a reference to the “Loan”
hereunder.

     

    
      	
              Section
                6.12.

            	
              Impairment
                of Security Interest

            


    

     

    The
      provisions of Section 4.22 of the
      2005 Indenture (together with the definitions set out in the 2005 Indenture
      insofar as they relate thereto) are hereby incorporated herein mutatis
      mutandis as if set out herein in full, and references therein to the
“Collateral” shall be read and construed as references to the “Security”
hereunder and the reference therein to the “Security Documents” shall be read
      and construed as a reference to the New Security Documents
      hereunder.

     

    
      	
              Section
                6.13.

            	
              Repayment
                of Indebtedness

            


    

     

    The
      Borrower shall not enter into or
      permit to subsist any financial debt of the Borrower to any third party and/or
      any amounts payable by the Borrower on capital leases or similar financial
      instruments in respect of which, in any such case, scheduled principal
      repayments exceed US$20,000,000 in any calendar year while any amounts are
      outstanding or may become due by the Borrower hereunder (except for any amounts
      required for the mandatory reduction of the revolving facility dated 29 July
      2005 between ING Bank N.V. and Produkcija Plus storitveno podjetje d.o.o. and
      the Czech Loans).

     

    
      	
              Section
                6.14.

            	
              Changes
                to Project and Charter

            


    

     

    (a)           The
      Borrower shall not change, or permit changes to be made to, the nature or scope
      of the Project in any material way.

     

    (b)           The
      Borrower shall not make changes to its Charter in any manner which would be
      inconsistent with the provisions of any New Financing Agreement.

    


    
      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      VII - EVENTS OF DEFAULT

     

    
      	
              Section
                7.01.

            	
              Events
                of Default

            


    

     

    Each
      of the following events and
      occurrences shall constitute an Event of Default under this
      Agreement:

     

    (a)           Payments.  The
      Borrower or any Subsidiary Guarantor fails to pay when due any amount payable
      pursuant to any Original Financing Agreement or any New Financing Agreement
      at
      the place and in the currency in which it is expressed to be
      payable.

     

    (b)           Covenants.  The
      Borrower or any Subsidiary Guarantor fails to perform in a timely manner any
      of
      its obligations under any Original Financing Agreement or any New Financing
      Agreement or any other agreement between the Borrower or such Subsidiary
      Guarantor and EBRD, the failure to perform such obligation is not referred
      to
      elsewhere in this Section 7.01 and, if capable of remedy, such failure to
      perform has continued for a period of 30 days after notice thereof has been
      given to the Borrower by EBRD.

     

    (c)           Framework
      Agreement.  The Borrower fails to perform in a timely manner
      any of its obligations under the Framework Agreement, the failure to perform
      such obligation is not referred to elsewhere in this Section 7.01 and, if
      capable of remedy, such failure to perform has continued for a period of 30
      days
      after notice thereof has been given to the Borrower by EBRD.

     

    (d)           Czech
      Licence.  (i)  The TV Nova Licence is (whether in
      whole or in part) terminated, suspended, withdrawn, revoked, materially modified
      or varied (in such a way that such modification or variation is reasonable
      likely to have a Material Adverse Effect) or cancelled (including, without
      limiting the generality of the foregoing, declared illegal or unenforceable
      or
      nullified) or otherwise expires and is not renewed prior to its expiration
      or
      otherwise ceases to be in full force and effect; or (ii) any event occurs which
      is reasonably likely to give rise to such termination, suspension, withdrawal,
      revocation, cancellation, expiry or cessation in circumstances where the
      Borrower is unable to demonstrate to the reasonable satisfaction of the EBRD
      within 30 (thirty) days of such event occurring that such termination,
      suspension, withdrawal, revocation, cancellation, expiry or cessation will
      not
      occur or that it is taking steps agreed with EBRD to mitigate the risk of such
      termination, suspension, withdrawal, revocation, cancellation, expiry or
      cessation.

     

    (e)           Other
      Licences.  (i)  Any of the Licences other than the
      TV Nova Licence is (whether in whole or in part) terminated, suspended,
      withdrawn, revoked, materially modified or varied  or cancelled
      (including, without limiting the generality of the foregoing, declared illegal
      or unenforceable or nullified) or otherwise expires and is not renewed prior
      to
      its expiration or otherwise ceases to be in full force and effect (in such
      a way
      as to be reasonably likely to have a Material Adverse Effect); or (ii) any
      event
      occurs which is reasonably likely to give rise to such termination, suspension,
      withdrawal, revocation, cancellation, expiry or cessation in circumstances
      where
      the Borrower is unable to demonstrate to the reasonable satisfaction of the
      EBRD
      within 30 (thirty) days of such event occurring that such termination,
      suspension, withdrawal, revocation, cancellation, expiry or cessation will
      not
      occur or is not reasonably likely to have a Material Adverse Effect, or that
      it
      is taking steps agreed with EBRD to mitigate the risk of such termination,
      suspension, withdrawal, revocation, cancellation, expiry or
      cessation.

    


    
      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

    

     

    (f)           Representations.  Any
      representation or warranty made or confirmed by the Borrower or any Subsidiary
      Guarantor in any Original Financing Agreement or any New Financing Agreement
      was
      false or misleading in any material respect when made or repeated.

     

    (g)           Nationalisation.  Any
      Governmental Authority condemns, nationalises, seizes or otherwise expropriates
      all or any substantial part of the property or other assets of the Borrower,
      any
      Subsidiary Guarantor or any Significant Subsidiary or of its share capital,
      or
      assumes custody or control of such property or other assets or of the business
      or operations of the Borrower, any Subsidiary Guarantor or any Significant
      Subsidiary or of its share capital, or acquires majority ownership of the
      Borrower, any Subsidiary Guarantor or any Significant Subsidiary or takes any
      action for the dissolution or disestablishment of the Borrower, any Subsidiary
      Guarantor or any Significant Subsidiary or any action that would prevent the
      Borrower, any Subsidiary Guarantor or any Significant Subsidiary or its officers
      from carrying on its business or operations or a substantial part
      thereof.

     

    (h)           Bankruptcy.  A
      decree or order by a court is entered adjudging the Borrower, any Subsidiary
      Guarantor or any Significant Subsidiary bankrupt or insolvent or ordering the
      winding up or liquidation of its affairs; or a petition is filed seeking
      reorganisation, administration, arrangement, adjustment, composition or
      liquidation of or in respect of the Borrower, any Subsidiary Guarantor or any
      Significant Subsidiary under any applicable law; or a receiver, administrator,
      liquidator, assignee, trustee, sequestrator, secured creditor or other similar
      official is appointed over or in respect of the Borrower, any Subsidiary
      Guarantor or any Significant Subsidiary or any substantial part of its property
      or assets; or the Borrower, any Subsidiary Guarantor or any Significant
      Subsidiary institutes proceedings to be adjudicated bankrupt or insolvent,
      or
      consents to the institution of bankruptcy or insolvency proceedings against
      it,
      or files a petition or answer or consent seeking reorganisation, administration,
      relief or liquidation under any applicable law, or consents to the filing of
      any
      such petition or to the appointment of a receiver, administrator, liquidator,
      assignee, trustee, sequestrator, secured creditor or other similar official
      of
      the Borrower, any Subsidiary Guarantor or any Significant Subsidiary or of
      any
      substantial part of its property, or makes an assignment for the benefit of
      creditors, or admits in writing its inability to pay its debts generally as
      they
      become due; or any other event occurs which under any applicable law would
      have
      an effect analogous to any of the events listed in this Section.

     

    (i)           Indebtedness.  Any
      Indebtedness of the Borrower, any Subsidiary Guarantor or any Significant
      Subsidiary (other than the Loan or Indebtedness owed to the Borrower, any
      Subsidiary Guarantor or any Restricted Subsidiary) in excess of US$25,000,000
      (or the equivalent thereof in other currencies), is not paid when due nor within
      any applicable period of grace; or a default of any nature occurs under any
      agreement pursuant to which there is outstanding any such Indebtedness and
      such
      default continues beyond any applicable period of grace; or any such
      Indebtedness becomes prematurely due and payable or is placed on demand as
      a
      result of a default (however described under the terms of such
      Indebtedness).

    


    
      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

    

     

    (j)           Material
      Adverse Effect.  Any circumstance or event occurs which, in
      the reasonable opinion of EBRD, is likely to have a Material Adverse
      Effect.

     

    
      	
              Section
                7.02.

            	
              Consequences
                of Default

            


    

     

               If
      an Event of Default occurs and is continuing, then EBRD may at its option,
      by
      notice to the Borrower, declare all or any portion of the principal of, and
      accrued interest on, the Loan (together with any other amounts accrued or
      payable under this Agreement) to be, and the same shall thereupon become
      (anything in this Agreement to the contrary notwithstanding),
      either:

     

    (1)              due
      and payable on demand; or

     

    (2)              immediately
      due and payable without any further notice and without any presentment, demand
      or protest of any kind, all of which are hereby expressly waived by the
      Borrower.

     

    ARTICLE
      VIII - MISCELLANEOUS

     

    
      	
              Section
                8.01.

            	
              Term
                of Agreement

            


    

     

    This
      Agreement shall continue in force
      until the date that the obligation of EBRD to make Disbursements hereunder
      has
      terminated in accordance with the terms hereof or, if later, until all moneys
      payable hereunder have been fully paid in accordance with the provisions hereof;
      provided that the indemnities and warranties of the Borrower and the provisions
      of Section 8.03, Section 8.08, Section 8.09 and Section 8.10 shall survive
      repayment of the Loan and termination of this Agreement.

     

    
      	
              Section
                8.02.

            	
              Entire
                Agreement; Amendment and
                Waiver

            


    

     

    (a)           This
      Agreement and the documents referred to herein constitute the entire obligation
      of the parties hereto with respect to the subject matter hereof and shall
      supersede any prior expressions of intent or understandings with respect to
      this
      transaction.  Any amendment to, waiver by EBRD of any of the terms or
      conditions of, or consent given by EBRD under, this Agreement (including, this
      Section 8.02) shall be in writing, signed by EBRD and, in the case of an
      amendment, by the Borrower.  The parties to this Agreement may by
      agreement rescind or vary this Agreement without the consent of any person
      that
      is not a party to this Agreement.  In the event that EBRD waives a
      condition to any Disbursement, the Borrower shall, by receiving the proceeds
      of
      such Disbursement, be deemed to have agreed to all of the terms and conditions
      of such waiver.

    


    
      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

    

     

    (b)           In
      the event that the Borrower repays or refinances the 2005 Notes prior to their
      scheduled maturity date, in light of the Borrower’s policy to align the
      covenants of its financing facilities to the extent commercially practicable,
      it
      is acknowledged that the Borrower may request EBRD to consider reviewing certain
      covenants in Articles V and VI of this Agreement which are aligned to the 2005
      Indenture with a view, so far as is appropriate in EBRD’s absolute discretion
      and in the light of any circumstances at the time, to aligning such covenants
      to
      those of the 2007 Indenture.  EBRD agrees to consider any such request
      on the basis that this Section 8.02(b) does not constitute any commitment on
      the
      part of EBRD to amend any terms of this Agreement.

     

    
      	
              Section
                8.03.

            	
              Notices

            


    

     

    Any
      notice, application or other
      communication to be given or made under this Agreement to EBRD or to the
      Borrower shall be in writing.  Except as otherwise provided in this
      Agreement, such notice, application or other communication shall be deemed
      to
      have been duly given or made when it is delivered by hand, courier or facsimile
      transmission to the party to which it is required or permitted to be given
      or
      made at such party's address specified below or at such other address as such
      party designates by notice to the party giving or making such notice,
      application or other communication.

    


    For the Borrower:

    


    Central
      European Media Enterprises Ltd.

    c/o
      CME
      Development Corp.

    Aldwych
      House

    81
      Aldwych

    London
      WC2B 4HN

    United
      Kingdom

    


    
      	
               

            	
              Attention:

            	
              General
                Counsel

            


    

    


    
      	
               

            	
              Fax:

            	
              +44-20-7430-5403

            


    

    


    For EBRD:

    


    European Bank for Reconstruction and Development

    One Exchange Square

    London EC2A 2JN

    United Kingdom

    


    
      	
               

            	
              Attention:

            	
              Operation
                Administration Unit

            


    

    


    
      	
               

            	
              Fax:

            	
              +44-20-7338-6100

            


    

    


    
      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Section
                8.04.

            	
              English
                Language

            


    

     

    All
      documents to be furnished or
      communications to be given or made under this Agreement shall be in the English
      language or, if in another language, shall be accompanied by a translation
      into
      English certified by the party providing such document, which translation shall
      be the governing version between the Borrower and EBRD.

     

    
      	
              Section
                8.05.

            	
              Financial
                Calculations

            


    

     

    All
      financial calculations to be made
      under, or for the purposes of, this Agreement shall be made in accordance with
      Generally Accepted Accounting Principles and, except as otherwise required
      to
      conform to the provisions of this Agreement, shall be made using the then most
      recently issued quarterly Financial Statements which the Borrower is required
      to
      furnish to EBRD from time to time under Section 5.14(a); provided, however,
      that:

     

    (1)              if
      the relevant quarterly Financial Statements should be in respect of the last
      quarter of a Financial Year then such calculations shall instead be made from
      the audited Financial Statements for the relevant Financial Year;
      and

     

    (2)              if
      there should occur any material adverse change in the financial condition of
      the
      Borrower after the end of the period covered by the relevant Financial
      Statements, then such material adverse change shall also be taken into account
      in calculating the relevant figures.

     

    
      	
              Section
                8.06.

            	
              Rights,
                Remedies and Waivers

            


    

     

    (a)           The
      rights and remedies of EBRD in relation to any misrepresentations or breach
      of
      warranty on the part of the Borrower shall not be prejudiced by any
      investigation by or on behalf of EBRD into the affairs of the Borrower, by
      the
      execution or the performance of this Agreement or by any other act or thing
      which may be done by or on behalf of EBRD in connection with this Agreement
      and
      which might, apart from this Section, prejudice such rights or
      remedies.

     

    (b)           No
      course of dealing or waiver by EBRD in connection with any condition of
      Disbursement under this Agreement shall impair any right, power or remedy of
      EBRD with respect to any other condition of Disbursement or be construed to
      be a
      waiver thereof.

     

    (c)           No
      action of EBRD in respect of any Disbursement shall affect or impair any right,
      power or remedy of EBRD in respect of any other Disbursement.  Without
      limiting the foregoing, the right of EBRD to require compliance with any
      condition under this Agreement which may be waived by EBRD in respect of any
      Disbursement is, unless otherwise notified to the Borrower by EBRD, expressly
      preserved for the purposes of any subsequent Disbursement.

    


    
      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

    

     

    (d)           No
      course of dealing and no delay in exercising, or omission to exercise, any
      right, power or remedy accruing to EBRD upon any default under this Agreement
      or
      any other agreement shall impair any such right, power or remedy or be construed
      to be a waiver thereof or an acquiescence therein.  No single or
      partial exercise of any such right, power or remedy shall preclude any other
      or
      further exercise thereof or the exercise of any other right, power or
      remedy.  No action of EBRD in respect of any such default, or
      acquiescence by it therein, shall affect or impair any right, power or remedy
      of
      EBRD in respect of any other default.

     

    (e)           The
      rights and remedies provided in this Agreement and the other New Financing
      Agreements are cumulative and not exclusive of any other rights or remedies,
      whether provided by applicable law or otherwise.

     

    
      	
              Section
                8.07.

            	
              Indemnification

            


    

     

    (a)           Subject
      to the provisions of this Agreement, the Borrower assumes full liability for,
      and agrees to and shall indemnify and hold harmless EBRD and its officers,
      directors, employees, agents and servants against and from, any and all
      liabilities, obligations, losses, damages (compensatory, punitive or otherwise),
      penalties, claims, actions, Taxes, suits, costs and expenses (including,
      reasonable legal counsel's fees and expenses and costs of investigation) of
      whatsoever kind and nature, including, without prejudice to the generality
      of
      the foregoing, those arising in contract or tort
      (including,  negligence) or by strict liability or otherwise, which
      are imposed on, incurred by or asserted against EBRD or any of its officers,
      directors, employees, agents or servants (whether or not also indemnified by
      any
      other person under any other document) and which in any way relate to or arise
      out of, whether directly or indirectly:

     

    (1)              any
      of the transactions contemplated by any New Financing Agreement or the
      execution, delivery or performance thereof;

     

    (2)              the
      operation or maintenance of the facilities of any member of the Group or the
      ownership, control or possession thereof by any member of the Group;
      or

     

    (3)              the
      exercise by EBRD of any of its rights and remedies under any of the New
      Financing Agreements;

     

    provided
      that EBRD shall not have any right to be indemnified hereunder for its own
      gross
      negligence or wilful misconduct.

     

    (b)           The
      Borrower acknowledges that EBRD is entering into this Agreement, and has acted,
      solely as a lender, and not as an advisor, to the Borrower.  The
      Borrower represents and warrants that, in entering into the New Financing
      Agreements, it has engaged, and relied upon advice given to it by, its own
      legal, financial and other professional advisors and it has not relied on and
      will not hereafter rely on any advice given to it by EBRD.

    


    
      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Section
                8.08.

            	
              Governing
                Law

            


    

     

    This
      Agreement shall be governed by and
      construed in accordance with English law.

     

    
      	
              Section
                8.09.

            	
              Arbitration
                and Jurisdiction

            


    

     

    (a)           Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the breach, termination or invalidity hereof, shall be settled by arbitration
      in
      accordance with the UNCITRAL Arbitration Rules as at present in
      force.  There shall be one arbitrator and the appointing authority
      shall be LCIA.  The seat and place of arbitration shall be London,
      England and the English language shall be used throughout the arbitral
      proceedings.  The parties hereby waive any rights under the
      Arbitration Act 1996 or otherwise to appeal any arbitration award to, or to
      seek
      determination of a preliminary point of law by, the courts of
      England.  The arbitral tribunal shall not be authorised to take or
      provide, and the Borrower agrees that it shall not seek from any judicial
      authority, any interim measures of protection or pre-award relief against EBRD,
      any provisions of the UNCITRAL Arbitration Rules notwithstanding.  The
      arbitral tribunal shall have authority to consider and include in any
      proceeding, decision or award any further dispute properly brought before it
      by
      EBRD (but no other party) insofar as such dispute arises out of any New
      Financing Agreement, but, subject to the foregoing, no other parties or other
      disputes shall be included in, or consolidated with, the arbitral
      proceedings.  In any arbitral proceeding, the certificate of EBRD as
      to any amount due to EBRD under any New Financing Agreement shall be prima
      facie evidence of such amount unless the findings in such certificate
      involve manifest error.

     

    (b)           Notwithstanding
      Section 8.09(a), this Agreement and the other New Financing Agreements, and
      any
      rights of EBRD arising out of or relating to this Agreement or any other New
      Financing Agreement, may, at the option of EBRD, be enforced by EBRD in the
      courts of Bermuda or England or in any other courts having
      jurisdiction.  For the benefit of EBRD, the Borrower hereby
      irrevocably submits to the non-exclusive jurisdiction of the courts of England
      with respect to any dispute, controversy or claim arising out of or relating
      to
      this Agreement or any other New Financing Agreement, or the breach, termination
      or invalidity hereof or thereof.  The Borrower hereby irrevocably
      designates, appoints and empowers CME Development Corp. at its registered office
      (being, on the date hereof, at Aldwych House, 81 Aldwych, London WC2B 4HN,
      England) to act as its authorised agent to receive service of process and any
      other legal summons in England for purposes of any legal action or proceeding
      brought by EBRD in respect of any New Financing Agreement.  The
      Borrower hereby irrevocably consents to the service of process or any other
      legal summons out of such courts by mailing copies thereof by registered airmail
      postage prepaid to its address specified herein.  The Borrower
      covenants and agrees that, so long as it has any obligations under this
      Agreement, it shall maintain a duly appointed agent to receive service of
      process and any other legal summons in England for purposes of any legal action
      or proceeding brought by EBRD in respect of any New Financing Agreement and
      shall keep EBRD advised of the identity and location of such
      agent.  Nothing herein shall affect the right of EBRD to commence
      legal actions or proceedings against the Borrower in any manner authorised
      by
      the laws of any relevant jurisdiction.  The commencement by EBRD of
      legal actions or proceedings in one or more jurisdictions shall not preclude
      EBRD from commencing legal actions or proceedings in any other jurisdiction,
      whether concurrently or not.  The Borrower irrevocably waives any
      objection it may now or hereafter have on any grounds whatsoever to the laying
      of venue of any legal action or proceeding and any claim it may now or hereafter
      have that any such legal action or proceeding has been brought in an
      inconvenient forum.

    


    
      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

    

     

    (c)           The
      Borrower agrees to the provisions of this Section 8.09 solely because the
      counterparty to this Agreement as at the date hereof is EBRD.

     

    
      	
              Section
                8.10.

            	
              Privileges
                and Immunities of EBRD

            


    

     

    Nothing
      in this Agreement shall be
      construed as a waiver, renunciation or other modification of any immunities,
      privileges or exemptions of EBRD accorded under the Agreement Establishing the
      European Bank for Reconstruction and Development, international convention
      or
      any applicable law.

     

    
      	
              Section
                8.11.

            	
              Waiver
                of Sovereign Immunity

            


    

     

    The
      Borrower represents and warrants
      that this Agreement and the incurring by the Borrower of the Loan are commercial
      rather than public or governmental acts and that the Borrower is not entitled
      to
      claim immunity from legal proceedings with respect to itself or any of its
      assets on the grounds of sovereignty or otherwise under any law or in any
      jurisdiction where an action may be brought for the enforcement of any of the
      obligations arising under or relating to this Agreement.  To the
      extent that the Borrower or any of its assets has or hereafter may acquire
      any
      right to immunity from set-off, legal proceedings, attachment prior to
      judgement, other attachment or execution of judgement on the grounds of
      sovereignty or otherwise, the Borrower hereby irrevocably waives such rights
      to
      immunity in respect of its obligations arising under or relating to this
      Agreement.

     

    
      	
              Section
                8.12.

            	
              Successors
                and Assigns; Third Party
                Rights

            


    

     

    (a)           This
      Agreement shall bind and inure to the benefit of the respective successors
      and
      assigns of the parties hereto, except that the Borrower may not assign or
      otherwise transfer all or any part of its rights or obligations under this
      Agreement without the prior written consent of EBRD.

     

    (b)            EBRD
      may sell, transfer, assign, novate or otherwise dispose of all or part of its
      rights or obligations under this Agreement and the other New Financing
      Agreements (including, by granting of Participations or otherwise).

     

    (c)           Except
      as provided in Section 8.12(a) or 8.12(b), none of the terms of this Agreement
      are intended to be enforceable by any third party.

    


    
      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Section
                8.13.

            	
              Disclosure

            


    

     

    EBRD
      may disclose such documents,
      information and records regarding the Borrower and this transaction (including,
      copies of any New Financing Agreements and Operational Documents) as EBRD deems
      appropriate in connection with any dispute involving the Borrower or any other
      party to a New Financing Agreement, for the purpose of preserving or enforcing
      any of EBRD's rights under any New Financing Agreement or collecting any amount
      owing to EBRD or in connection with any Participation or any other proposed
      sale, transfer, assignment, novation or other disposal contemplated by Section
      8.12; provided, however, that (save for such disclosure made at any time when
      an
      Event of Default has occurred and is continuing) the recipient to whom any
      such
      information is disclosed provides a confidentiality undertaking in respect
      thereof.

     

    
      	
              Section
                8.14.

            	
              Counterparts

            


    

     

    This
      Agreement may be executed in
      several counterparts, each of which shall be deemed an original, but all of
      which together shall constitute one and the same agreement.

    


    
      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto, acting
      through their duly authorised representatives, have caused this Agreement to
      be
      signed in their respective names as of the date first above
      written.

    


    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES
      LTD.

    


     

    
      	
              By:

            	
              /s/
                Wallace Macmillan

            	 
	 	
              Name:

            	
              Wallace
                Macmillan

            	 
	 	
              Title:

            	
              Chief
                Financial Officer

            	 


    

     

    
      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

    

    


    EUROPEAN
      BANK

    FOR
      RECONSTRUCTION AND DEVELOPMENT

    


     

    
      	
              By:

            	
              /s/
                Chris Taubman

            	 
	 	
              Name:
                Chris Taubman

            	 
	 	
              Title:
                Senior Banker

            	 


    

     

    
      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      1 - COMMITMENT

    


    
      	
              Period

            	
              Commitment

            
	
              Facility
                Agreement date to 10 May 2009

            	
              €50,000,000

            
	
              11
                May 2009 to 10 November 2009

            	
              €42,500,000

            
	
              11
                November 2009 to 10 May 2010

            	
              €35,000,000

            
	
              11
                May 2010 to 10 November 2010

            	
              €27,500,000

            
	
              11
                November 2010 to 10 May 2011

            	
              €20,000,000

            


    

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A - FORM OF DISBURSEMENT
      APPLICATION

     

    [To
      Be
      Typed on Letterhead of the Borrower]

    


    [Date]

    


    European
      Bank for Reconstruction and Development

    One
      Exchange Square

    London
      EC2A 2JN

    United
      Kingdom

    


    
      	
              Attention:

            	
              Operation
                Administration Unit

            


    

    


    
      	
              Subject:

            	
              Operation
                No. 38237

            


    

    Disbursement
      Application No. _____

    


    Dear
      Sir/Madam:

    


    1.           Please
      refer to the loan agreement dated [__________] (the “Loan Agreement”) between
      Central European Media Enterprises Ltd. (the “Borrower”) and European Bank for
      Reconstruction and Development (“EBRD”).

    


    2.           Expressions
      defined in the Loan Agreement shall bear the same meanings herein.

    


    3.           We
      hereby request the following [Renewal] Disbursement in accordance with the
      provisions of the Loan Agreement:

    


    
      	
              Currency
                required:

            	 	
              EURO

            
	
              Amount
                (in figures and words):

            	 	 
	 	 	 
	
              Value
                Date:

            	 	
              [As
                soon as possible, on a date selected by EBRD in its discretion, but
                not
                later than]

            
	 	 	 
	
              Interest
                Period:

            	 	 
	 	 	 
	
              Payment
                Instructions (Borrower's Banking Details):

            
	 	 	 
	
              Borrower's
                Account Name:

            	 	 
	
              Borrower's
                Account Number:

            	 	 
	
              Borrower's
                Bank Name:

            	 	 
	
              Borrower's
                Bank Address:

            	 	 
	 	 	 
	 	 	 
	 	 	 
	
              Borrower's
                Bank Correspondent Details:

            
	 	 	 
	
              Correspondent's
                Name:

            	 	 
	
              Correspondent's
                Address:

            	 	 
	 	 	 
	 	 	 
	
              Borrower's
                Bank's Account Name:

            	 	 
	
              Borrower's
                Bank's Account Number:

            	 	 
	
              Reference:

            	 	 


    

     

    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

     

    4.           For
      the purposes of Section 4.02 of the Loan Agreement, we hereby represent and
      warrant that:

     

    (a)           all
      agreements, documents and instruments delivered to EBRD pursuant to Section
      4.01
      [(other than Section 4.01(d))]* of the Loan Agreement are in full
      force and effect and unconditional (except for the Loan Agreement having become
      unconditional, if that is a condition of any such agreement);

     

    (b)           subject
      to Section 2.04(b) of the Loan Agreement, the representations and warranties
      made by the Borrower and the Subsidiary Guarantors in the New Financing
      Agreements are true on and as of the date hereof with the same effect as though
      such representations and warranties had been made on and as of the date
      hereof;

     

    (c)           no
      Default (or, in the case of a Renewal Disbursement, no Event of Default) has
      occurred and is continuing;

     

    (d)           the
      Borrower will not, as a result of such Disbursement, be in violation of its
      Charter, any provision contained in any agreement or instrument to which the
      Borrower is a party (including the Loan Agreement) or by which the Borrower
      is
      bound or any law applicable to the Borrower;

     

    (e)           nothing
      has occurred which is reasonably likely to have a Material Adverse Effect;
      and

     

    (f)           the
      proceeds of such Disbursement are needed by the Borrower for the purposes of
      the
      Project.

    
      _______________________

      
        
          	
                  *

                	
                  Insert
                    if the Notes have been
                    repaid.

                


        

      

       

    

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    5.           The
      representations and warranties made in paragraph 4 above will continue to be
      true on and as of the date of such Disbursement with the same effect as though
      such representations and warranties had been made on and as of the date of
      such
      Disbursement.  If any such representation or warranty is no longer
      true on or prior to or as of the date of such Disbursement, we shall immediately
      notify EBRD and shall, upon demand by EBRD, repay any amount which has been
      or
      is disbursed by EBRD in respect of such Disbursement.

    


    Yours
      faithfully,

    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

     

    
      	
              By:

            	 	 
	 	
              Authorised
                Representative

            	 


    

     

    
      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B - FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

     

    [To
      Be
      Typed on Letterhead of the Borrower]

    


    [Date]

    


    European
      Bank for Reconstruction and Development

    One
      Exchange Square

    London
      EC2A 2JN

    United
      Kingdom

    


    
      	
              Attention:

            	
              Operation
                Administration Unit

            


    

    


    
      	
              Subject:

            	
              Operation
                No. 38237

            


    

    Certificate
      of Incumbency and Authority

    


    Dear
      Sir/Madam:

    


    With
      reference to the loan agreement dated [__________] (the “Loan Agreement”)
      between Central European Media Enterprises Ltd. (the “Borrower”) and European
      Bank for Reconstruction and Development (“EBRD”) and the other New Financing
      Agreements (as defined therein) I, the undersigned Secretary of the Borrower
      duly authorised by its Board of Directors, hereby certify that the following
      are
      the names, offices and true specimen signatures of the persons, any one of
      whom
      is and will continue to be (until EBRD has received actual written notice from
      the Borrower that they or any of them no longer continue to be) authorised,
      on
      behalf of the Borrower, individually:

    


    
      	
              (1)

            	
              to
                sign the Loan Agreement and any other agreements to which EBRD and
                the
                Borrower may be party in connection
                therewith;

            


    

    


    
      	
              (2)

            	
              to
                sign any Disbursement applications, certifications, letters or other
                documents to be provided under the Loan Agreement and under any other
                agreements to which EBRD and the Borrower may be party in connection
                therewith; and

            


    

    


    
      	
              (3)

            	
              to
                take any other action required or permitted to be taken by the Borrower
                under the Loan Agreement or any other agreement to which EBRD and
                the
                Borrower may be party in connection
                therewith:

            


    

    


    
      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              NAME

            	 	
              OFFICE

            	 	
              SPECIMEN
                SIGNATURE

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    IN
      WITNESS WHEREOF, I have signed my name on the date first above
      written.

    


    Yours
      faithfully,

    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

    


    
      	
              By:

            	 	 
	 	
              Name:

            	
              Daniel
                Penn

            	 
	 	
              Title:

            	
              Secretary

            	 


    

     

    
      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      C - FORM OF LETTER TO AUDITORS

     

    [To
      Be
      Typed on Letterhead of the Borrower]

    


    [Date]

    [Name
      of Auditors]

    [Address]

    


    Dear
      Sir/Madam:

    


    We
      hereby
      authorise and request you to give to European Bank for Reconstruction and
      Development (“EBRD”) all such information as it may reasonably request with
      regard to the Financial Statements, both audited and unaudited, which we have
      agreed to furnish to EBRD under the terms of the loan agreement dated
      [__________] (the “Loan Agreement”) between ourselves and EBRD.  For
      your information, we enclose a copy of the Loan Agreement.

    


    We
      authorise you, if so requested by EBRD, to send our audited accounts to EBRD
      to
      enable us to satisfy the reporting requirements set forth in Section 5.14 of
      the
      Loan Agreement.  When submitting such audited accounts to EBRD, you
      are also requested to send, at the same time, a copy of your full report on
      such
      accounts.

    


    For
      our
      records, please ensure that you send to us a copy of every letter which you
      receive from EBRD immediately upon receipt and a copy of each reply made by
      you
      immediately upon the issue thereof.

    


    Yours
      faithfully,

    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

    


     

    
      	
              By:

            	 	 
	 	
              Authorised
                Representative

            	 


    

    


    Enclosure:  Loan
      Agreement

    


    
      	
              cc:

            	
              European
                Bank for Reconstruction and
                Development

            


    

    One
      Exchange Square

    London
      EC2A 2JN

    United
      Kingdom

    
      	
            	
              Attention:

            	
              Operation
                Administration Unit

            


    

    
      	
               

            	
              Subject:

            	
              Operation
                No. 38237

            


    

    


    
      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D – LIST OF SUBSIDIARIES

    OF
      THE BORROWER

    


    
      	
              Company
                Name

            	 	
              Voting
                Interest

            	 	
              Jurisdiction
                of Organization

            
	 	 	 	 	 
	
              CME
                Media Investments s.r.o.

            	 	
              100%

            	 	
              Czech
                Republic

            
	
              Vilja
                a.s.

            	 	
              100%

            	 	
              Czech
                Republic

            
	
              CET
                21 spol. s.r.o.

            	 	
              100%

            	 	
              Czech
                Republic

            
	
              ERIKA
                a.s.

            	 	
              100%

            	 	
              Czech
                Republic

            
	
              Media
                Capitol, a.s.

            	 	
              100%

            	 	
              Czech
                Republic

            
	
              NOVA
                – V.I.P., a.s.

            	 	
              100%

            	 	
              Czech
                Republic*

            
	
              HARTIC,
                a.s.

            	 	
              100%

            	 	
              Czech
                Republic

            
	
              Galaxie
                sport s.r.o.

            	 	
              100%

            	 	
              Czech
                Republic

            
	
              CME
                Slovak Holdings B.V.

            	 	
              100%

            	 	
              Netherlands

            
	 	 	 	 	 
	
              Media
                Pro International S.A.

            	 	
              95%

            	 	
              Romania

            
	
              Media
                Vision S.R.L.

            	 	
              95%

            	 	
              Romania

            
	
              MPI
                Romania B.V

            	 	
              95%

            	 	
              Netherlands

            
	
              Pro
                TV S.A.

            	 	
              95%

            	 	
              Romania

            
	
              Sport
                Radio TV Media SRL

            	 	
              95%

            	 	
              Romania

            
	
              Media
                Pro Management S.A.

            	 	
              8.7%

            	 	
              Romania

            
	
              Mediapro
                B.V.

            	 	
              10%

            	 	
              Netherlands

            
	 	 	 	 	 
	
              International
                Media Services Ltd.

            	 	
              60%

            	 	
              Bermuda

            
	
              Innova
                Film GmbH

            	 	
              60%

            	 	
              Germany

            
	
              Foreign
                Enterprise “Inter-Media”

            	 	
              60%

            	 	
              Ukraine

            
	
              TV
                Media Planet Ltd.

            	 	
              60%

            	 	
              Cyprus

            
	
              Broadcasting
                Company “Studio 1+1 LLC”

            	 	
              18%

            	 	
              Ukraine

            
	
              Ukrainian
                Media Services LLC

            	 	
              99%

            	 	
              Ukraine

            
	
              Ukrpromtorg-2003
                LLC

            	 	
              65.5%

            	 	
              Ukraine

            
	
              Gravis
                LLC

            	 	
              60.4%

            	 	
              Ukraine

            


    

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Delta
                JSC

            	 	
              60.4%

            	 	
              Ukraine

            
	
              Nart
                LLC

            	 	
              65.5%

            	 	
              Ukraine

            
	
              TV
                Stimul LLC

            	 	
              49.1%

            	 	
              Ukraine

            
	
              TOR
                LLC

            	 	
              60.4%

            	 	
              Ukraine

            
	
              ZHYSA
                LLC

            	 	
              60.4%

            	 	
              Ukraine

            
	 	 	 	 	 
	
              A.R.J.
                a.s.

            	 	
              100%

            	 	
              Slovak
                Republic

            
	
              Markiza-Slovakia
                spol. s.r.o.

            	 	
              100%

            	 	
              Slovak
                Republic

            
	
              Gamatex
                spol. s.r.o.

            	 	
              80%

            	 	
              Slovak
                Republic*

            
	
              ADAM
                a.s.

            	 	
              80%

            	 	
              Slovak
                Republic*

            
	 	 	 	 	 
	
              MMTV
                1 d.o.o.

            	 	
              100%

            	 	
              Slovenia

            
	
              Produkcija
                Plus d.o.o.

            	 	
              100%

            	 	
              Slovenia

            
	
              POP
                TV d.o.o.

            	 	
              100%

            	 	
              Slovenia

            
	
              Kanal
                A d.o.o.

            	 	
              100%

            	 	
              Slovenia

            
	
              MTC
                Holding d.o.o.

            	 	
              24%

            	 	
              Slovenia*

            
	
              Euro
                3 TV d.o.o.

            	 	
              42%

            	 	
              Slovenia

            
	 	 	 	 	 
	
              Nova
                TV d.d.

            	 	
              100%

            	 	
              Croatia

            
	
              Operativna
                Kompanija d.o.o.

            	 	
              100%

            	 	
              Croatia

            
	
              Media
                House d.o.o.

            	 	
              100%

            	 	
              Croatia

            
	
              Internet
                Dnevnik d.o.o.

            	 	
              76%

            	 	
              Croatia

            
	 	 	 	 	 
	
              CME
                Media Enterprises B.V.

            	 	
              100%

            	 	
              Netherlands

            
	
              CME
                Czech Republic II B.V.

            	 	
              100%

            	 	
              Netherlands

            
	
              CME
                Romania B.V.

            	 	
              100%

            	 	
              Netherlands

            
	 	 	 	 	 
	
              CME
                Ukraine Holding GmbH

            	 	
              100%

            	 	
              Austria

            
	
              CME
                Cyprus Holding Ltd.

            	 	
              100%

            	 	
              Cyprus

            
	
              CME
                Development Corporation

            	 	
              100%

            	 	
              USA
                (Delaware)

            


    

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Central
                European Media Enterprises N.V.

            	 	
              100%

            	 	
              Netherlands
                Antilles

            
	
              Central
                European Media Enterprises II B.V.

            	 	
              100%

            	 	
              Netherlands
                Antilles

            
	
              CME
                SR d.o.o.

            	 	
              100%

            	 	
              Serbia

            


    

     

     

    *
      In
      liquidation

    


    
      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      E – LICENCES

     

    Romania
      (Bucharest Licences)

    


    Pro
      TV
      SA

    
      	
               

            	
              ·

            	
              Acasa
                TV (satellite)

            


    

    
      	
               

            	
              ·

            	
              Pro
                TV (terrestrial)

            


    

    
      	
               

            	
              ·

            	
              Pro
                TV (satellite)

            


    

    
      	
               

            	
              ·

            	
              Pro
                TV (digital)

            


    

    
      	
               

            	
              ·

            	
              Pro
                Cinema (satellite)

            


    

    
      	
               

            	
              ·

            	
              Pro
                TV International (satellite)

            


    

    
      	
               

            	
              ·

            	
              Sport.ro
                (satellite)

            


    

    


    Slovakia

    
      	
               

            	
              ·

            	
              TV
                Markiza

            


    

    


    Slovenia
      (Ljubljana and Maribor Licences)

    Kanal
      A

    
      	
               

            	
              ·

            	
              Ljubljana:

            	
              Krvavec
                (Euro 3 TV)

            


    

    Krim

                   
      ·    Maribor:                  
      Boč

    


    Pop
      TV

    
      	
               

            	
              ·

            	
              Ljubljana:

            	
              Krvavec

            


    

    Krim

    
      	
               

            	
              ·

            	
              Maribor:

            	
              Pohorje

            


    

    


    Ukraine

    
      	
               

            	
              ·

            	
              Studio
                1+1 Licence Number 1771

            


    

    
      	
               

            	
              ·

            	
              Studio
                1+1 Licence Number 0028-m (renewal of licence no.
                0550)

            


    

    
      	
               

            	
              ·

            	
              Gravis
                Licence Number 2640 (renewal of licence no. 2462 (formerly no.
                2241))

            


    

    
      	
               

            	
              ·

            	
              Gravis
                Licence Number 2750 (renewal of licence no. 2581 (formerly no.
                2331))

            


    

    
      	
               

            	
              ·

            	
              Gravis
                Licence Number 0032-m

            


    

    
      	
               

            	
              ·

            	
              Gravis
                Licence Number 0007-m

            


    

    


    Czech
      Republic

    CET
      21

    
      	
               

            	
              ·

            	
              Resolutions
                of the Council for Radio and Television Broadcasting granting the
                broadcasting licence to CET 21

            


    

    


    
      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

    

    


    Galaxie
      Sport

     

    Resolutions
      of the Council for Radio and Television Broadcasting granting the broadcasting
      licence to Galaxie Sport

    


    
      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      F – REPORT ON ENVIRONMENTAL MATTERS AND SOCIAL MATTERS

     

    [To
      be Typed on Letterhead of the Borrower]

    


     

    
      	
              1.

            	
              Introduction:  Give
                date and identify who made the
                report.

            


    

     

    
      	
              2.

            	
              Environmental
                Management:  Identify person responsible for overall
                environmental management and for worker health and safety.  Give
                contact information.

            


    

     

    
      	
              3.

            	
              Permit
                Status:  Summarise changes, if any, in applicable
                environmental, safety, or health regulations and summarise the status
                of
                permits, licences or other approvals required for the Project and
                the
                Group’s operations as applicable to environmental, safety and/or health
                regulations; in particular, identify any such new permits or permits
                that
                will expire in less than a year.

            


    

     

    
      	
              4.

            	
              Compliance:  Summarise
                incidents of significant non-compliance by the Group with the applicable
                national and EU environmental or worker health and safety laws and
                regulations, (including fines imposed on the Borrower or relevant
                Subsidiary), and the steps taken or proposed by the Borrower or relevant
                Subsidiary to address any problems in these
                areas

            


    

     

    
      	
              5.

            	
              Worker
                health protection and safety:  Summarise health and
                safety record, including accident rate and any initiatives implemented
                or
                planned during the reporting period, including training
                programmes.

            


    

     

    
      	
              6.

            	
              Public
                interaction:  Summarise public complaints, if any,
                relating to the Project, and steps taken by the Borrower or relevant
                Subsidiary to address these.

            


    

     

     

    F-1