ex10_8.htm


    
      
        

      

    

    Exhibit
10.8

    


    Dated
September 7, 2009

    


    


    CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

    the
Offeror

    


    and

    


    DEUTSCHE
BANK AG, LONDON BRANCH

    as
Principal Tender Agent

    


    and
the other Tender Agents named herein

    


    


    TENDER
AGENCY AGREEMENT

    


    


    Offer
to Purchase for Cash the Outstanding EUR 245,000,000 8.25% Notes due
2012

    issued
by Central European Media Enterprises Ltd.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              CONTENTS

            
	 
      	 
      	 
      	 
      	 
      
	
              CLAUSE

            	 
      	
              PAGE

            
	 
      	 
      	 
      	 
      	 
      
	
              1.

            	 
      	
              INTERPRETATION

            	 
      	
              1

            
	
              2.

            	 
      	
              APPOINTMENT
      AND ACCEPTANCE

            	 
      	
              2

            
	
              3.

            	 
      	
              STANDARD
      OF CARE

            	 
      	
              2

            
	
              4.

            	 
      	
              TERMINATION

            	 
      	
              4

            
	
              5.

            	 
      	
              REPRESENTATIONS
      AND WARRANTIES

            	 
      	
              4

            
	
              6.

            	 
      	
              INDEMNIFICATION

            	 
      	
              5

            
	
              7.

            	 
      	
              FEES

            	 
      	
              5

            
	
              8.

            	 
      	
              AMENDMENTS
      AND ASSIGNMENTS

            	 
      	
              6

            
	
              9.

            	 
      	
              PARTIAL
      INVALIDITY

            	 
      	
              6

            
	
              10.

            	 
      	
              BENEFITS

            	 
      	
              6

            
	
              11.

            	 
      	
              FORCE
      MAJEURE

            	 
      	
              7

            
	
              12.

            	 
      	
              ENTIRE
      AGREEMENT

            	 
      	
              7

            
	
              13.

            	 
      	
              COUNTERPARTS

            	 
      	
              7

            
	
              14.

            	 
      	
              CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT 1999

            	 
      	
              7

            
	
              15.

            	 
      	
              ARBITRATION

            	 
      	
              7

            
	
              16.

            	 
      	
              GOVERNING
      LAW

            	 
      	
              8

            
	
              17.

            	 
      	
              NOTICES

            	 
      	
              8

            
	 
      	 
      	 
      	 
      	 
      
	
              SCHEDULE
      1

            	 
      	
              11

            
	
              SERVICES
      SCEDULE

            	 
      	
              11

            
	
              1.

            	 
      	
              DEFINITIONS

            	 
      	
              11

            
	
              2.

            	 
      	
              SERVICES

            	 
      	
              11

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS AGREEMENT is made on
September 7, 2009 between:

    


    
      	
              (1)

            	
              CENTRAL EUROPEAN MEDIA
      ENTERPRISES LTD. (the “Offeror”) whose
      registered office is at Clarendon House, Church Street, Hamilton, HM11,
      Bermuda;

            


    

    


    
      	
              (2)

            	
              DEUTSCHE BANK AG, LONDON BRANCH whose
      office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB,
      in its capacity as principal tender agent (the “Principal Tender
      Agent”); and

            


    

    


    
      	
              (3)

            	
              DEUTSCHE BANK LUXEMBOURG
      S.A., whose office is at 2 boulevard Konrad Adenauer, L-1115
      Luxembourg, in its capacity as Luxembourg tender agent (the “Luxembourg Tender
      Agent”).

            


    

    


    In this
Agreement, any reference to “Tender Agent” shall means each of, or both of, the
Principal Tender Agent and the Luxembourg Tender Agent together (as context
requires).

    


    WHEREAS

    


    
      	
              (A)

            	
              The
      Offeror desires to solicit tenders of Securities in a Tender Offer upon
      the terms and subject to the conditions set out in an Offer to Purchase
      prepared by the Offeror dated September 7, 2009 as the same may be amended
      or supplemented from time to time (the “Offering Memorandum”),
      copies of which have been supplied to the Tender
  Agents.

            


    

    


    
      	
              (B)

            	
              The
      Offeror wishes to appoint the Tender Agents to facilitate the Tender
      Offer.

            


    

    


    
      	
              (C)

            	
              The
      Tender Agents are willing to act as Tender Agents, upon the terms, and
      subject to the conditions, set out
herein.

            


    

    


    IT IS HEREBY AGREED as
follows

    


    
      	
              1.

            	
              INTERPRETATION

            


    

    


    
      	
              1.1

            	
              Capitalised
      terms used in this Agreement but not defined in this Agreement shall have
      the meanings given to them in the Offering
  Memorandum.

            


    

    


    “Dealer Manager” means Deutsche Bank AG,
London Branch.

    


    “Securities” means each of the
EUR 245,000,000 8.25% Notes due 2012 issued by Central European Media
Enterprises Ltd.

    


    “Tender Offer” has the meaning given to
“Offer” in the Offering Memorandum.

    


    
      	
              1.2

            	
              Headings
      shall be ignored in construing this
Agreement.

            


    

    


    
      	
              1.3

            	
              Reference
      in this Agreement to this Agreement or any other document are to this
      Agreement or those documents as amended, supplemented or replaced from
      time to time.

            


    

    


    
      	
              1.4

            	
              The
      Schedules are part of this Agreement and have effect accordingly and terms
      defined there and not in the main body of this Agreement shall have the
      meaning given to them there.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              2.

            	
              APPOINTMENT AND
      ACCEPTANCE

            


    

    


    
      	
              2.1

            	
              The
      Offeror hereby appoints the Tender Agents to act as tender agents in
      connection with the Tender Offer and as such to perform, or cause to be
      performed, the services identified to be performed in Schedule 1 hereto
      (the “Services
      Schedule”).

            


    

    


    
      	
              2.2

            	
              Each
      Tender Agent accepts the appointment by the Offeror to act as tender agent
      solely upon the terms and conditions of this Agreement and agrees to
      perform, or cause to be performed; only the services identified in the
      Services Schedule and no additional duties shall be implied or imposed
      upon the Tender Agents.

            


    

    


    
      	
              3.

            	
              STANDARD OF
      CARE

            


    

    


    
      	
              3.1

            	
              The
      Tender Agents shall not be deemed to make any representations, and shall
      have no responsibilities, as to the validity, sufficiency, value or
      genuineness of any Securities tendered as part of the Tender
      Offer.

            


    

    


    
      	
              3.2

            	
              The
      Tender Agents shall have no obligation to, and shall not, deliver any
      payment under the terms of the Tender Offer unless they shall have
      received confirmation in writing from the Offeror that all of the
      conditions precedent to the Tender Offer as set out in the Offering
      Memorandum have been satisfied.

            


    

    


    
      	
              3.3

            	
              The
      Tender Agents shall not be obliged to initiate or participate in any legal
      action, suit or proceeding in connection with the Tender Offer or their
      duties hereunder which might in the Tender Agent’s reasonable judgement
      involve, or result in, any expense or liability to the Tender Agents, the
      payment of which is not, in their sole opinion, assured to
      them.

            


    

    


    
      	
              3.4

            	
              The
      Tender Agents may rely on, and shall be fully authorised and protected in
      acting or not acting in good faith in reliance upon, any certificate,
      instrument, instruction, option, notice, letter, telegram, telex, fax
      transmission, electronic message (including, without limitation, a message
      received through a clearing system) or other document or instrument
      delivered to it and reasonably believed by it to be genuine and to have
      been signed by the proper party or parties. The Tender Agent may rely on
      and shall be fully authorised and protected in acting or not acting in
      good faith upon the written and electronic instructions of the Offeror
      and/or the Dealer Manager with respect to any matter covered in this
      Agreement, or supplementing or qualifying the Tender Agents’
      actions.

            


    

    


    
      	
              3.5

            	
              The
      Tender Agents shall not be called upon, at any time to and shall not,
      advise any person acting under the Tender Offer as to the wisdom of acting
      thereunder or as to the market value of any Securities tendered
      thereunder. The Tender Agents shall not be liable or responsible for any
      recital or statement contained in the Offering Memorandum or any other
      documents relating thereto.

            


    

    


    
      	
              3.6

            	
              To
      the extent not within its reasonable control, the Tender Agents shall not
      be liable or responsible for any delay, failure, malfunction, interruption
      or error in the transmission or receipt of communications or messages
      through electronic means (including, without limitation, the message
      systems of the clearing systems), or further actions of any other person
      in connection with such message or
  communication.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              3.7

            	
              The
      Tender Agents shall not be liable or responsible for any failure by any
      other party to comply with any of its obligations relating to the Tender
      Offer, including, without limitation, obligations under applicable
      securities laws.

            


    

    


    
      	
              3.8

            	
              The
      Tender Agents shall not, and shall not have any obligation to, pay any
      commissions or soliciting fees to any person, or to reimburse any brokers,
      dealers or custodian banks in connection with the Tender
      Offer.

            


    

    


    
      	
              3.9

            	
              In
      acting hereunder and in connection with the Tender Offer, the Tender
      Agents shall act solely as agents of the Offeror and will not thereby
      assume any obligations towards or relationship of agency or trust for or
      with any of the owners or holders of Securities or the Dealer
      Manager.

            


    

    


    
      	
              3.10

            	
              No
      Tender Agent shall exercise any right of set-off or lien against the
      Offeror or any holders of Securities in respect of any moneys payable by
      it (on behalf of the Offeror) under the terms of this Agreement and the
      Tender Offer.

            


    

    


    
      	
              3.11

            	
              The
      Tender Agents may consult with legal and other professional advisors and
      the opinion of such advisors shall be full and complete protection in
      respect of any action taken, omitted or suffered hereunder in good faith
      and in accordance with the opinion of such
  advisors.

            


    

    


    
      	
              3.12

            	
              Except
      as provided herein, each Tender Agent and its respective officers,
      directors and employees, may become the owner of, or acquire any interest
      in, the Securities with the same rights that it would have if the Tender
      Agent concerned were not appointed hereunder, and may engage or be
      interested in any financial or other transaction with the Offeror, and may
      act on, or as depository, trustee or agent for any body of holders of
      Securities or other obligations of the Offeror, as freely as if such
      Tender Agent were not appointed
hereunder.

            


    

    


    
      	
              4.

            	
              TERMINATION

            


    

    


    
      	
              4.1

            	
              This
      Agreement shall terminate upon the earlier to occur
  of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              termination
      of the Agreement by mutual agreement of the Tender Agents and the
      Offeror;

            


    

    


    
      	
               
      

            	
              (b)

            	
              termination
      of the Tender Offer for any reason
whatsoever;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      completion of the Tender Offer upon notice from the
    Offeror;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      breach of the representations and warranties in clause 5 (Representations and
      Warranties) by the Offeror;
or

            


    

    


    
      	
               
      

            	
              (e)

            	
              a
      material breach by any party to this Agreement of its obligations under
      this Agreement.

            


    

    


    Upon
termination of this Agreement, the Tender Agents and the Offeror shall have no
further duties hereunder except as otherwise set out in the following provisions
of this clause 4.

    


    
      	
              4.2

            	
              Upon
      termination of this Agreement, each Tender Agent shall promptly deliver to
      or to the order of the Offeror any securities, certificates, funds and
      other property held under the terms hereof. Upon termination of this
      Agreement and payment to the Tender Agents of all amounts payable to them
      under the terms hereof, copies of all information maintained by each
      Tender Agent for the Offeror under this Agreement shall be delivered to
      the Offeror upon request.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              5.

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

    


    The
Offeror represents and warrants that:

    


    
      	
               
      

            	
              (a)

            	
              the
      consummation of the Tender Offer and the performance of all transactions
      contemplated thereby will, on or before the Settlement Date, be duly
      authorised by all necessary action by the
  Offeror;

            


    

    


    
      	
               
      

            	
              (b)

            	
              this
      Agreement has been duly executed and delivered on its behalf and
      constitutes a legal, valid, binding and enforceable obligation of the
      Offeror, subject to all applicable laws affecting the rights of creditors;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              in
      making the Tender Offer, the Offeror does, and will continue to comply, in
      all material respects with all with the Offer and Distribution
      Restrictions as set out in the Offering
  Memorandum.

            


    

    


    
      	
              6.

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

    


    The
Tender Agent represents and warrants that:

    


    
      	
               
      

            	
              (a)

            	
              the
      consummation of the Tender Offer and the performance of all transactions
      contemplated thereby will, on or before the Settlement Date, be duly
      authorised by all necessary action by the Tender
  Agent;

            


    

    


    
      	
               
      

            	
              (b)

            	
              this
      Agreement has been duly executed and delivered on its behalf and
      constitutes a legal, valid, binding and enforceable obligation of the
      Tender Agent, subject to all applicable laws affecting the rights of
      creditors; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              in
      its role as Tender Agent for the Tender Offer, the Tender Agent does, and
      will continue to comply, in all material respects with all with the Offer
      and Distribution Restrictions as set out in the Offering
      Memorandum.

            


    

    


    
      	
              7.

            	
              INDEMNIFICATION

            


    

    


    
      	
              7.1

            	
              The
      Offeror shall indemnify each Tender Agent for an amount equal to any loss,
      liability, cost, tax (including stamp duty but excluding any tax claim
      based on income or profits and excluding any franchise or similar taxes)
      claim, action, demand or expense (including but not limited to, all
      properly incurred costs, charges and expenses paid or incurred in
      disputing or defending any of the foregoing) that the Tender Agent or any
      of its directors, officers, employees, agents and controlling persons may
      incur arising out of or in relation to or in connection with its
      appointment or the exercise of its functions, except such as may result
      from a breach by it of this Agreement or its own gross negligence, bad
      faith or wilful default or that of its directors, officers, employees,
      agents or controlling persons.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              7.2

            	
              Each
      Tender Agent shall severally indemnify the Offeror for an amount equal to
      any loss, liability, cost, tax (including stamp duty) claim, action,
      demand or expense (including, but not limited to, all properly incurred
      costs, charges and expenses paid or incurred in disputing or defending any
      of the foregoing) that the Offeror or any of its directors, officers,
      employees, agents and controlling persons may incur as a result of the
      breach by such Tender Agent of this Agreement or such Tender Agent’s gross
      negligence, bad faith or wilful default or that of its directors,
      officers, employees, agents or controlling
  persons.

            


    

    


    
      	
              7.3

            	
              Subject
      to the final sentence of this clause, under no circumstances will the
      Tender Agents be liable to the Offeror in contract, tort (including
      negligence) or otherwise for any consequential, special, indirect or
      speculative loss or damage (including but not limited to loss of business,
      goodwill, opportunity or profit) which arises out of or in connection with
      this Agreement even if advised of the possibility of such loss or damage.
      Nothing in this Agreement limits or excludes a party’s liability: (i) for
      fraud or wilful default; or (ii) for death or personal injury caused by
      its gross negligence.

            


    

    


    
      	
              7.4

            	
              The
      indemnities set out in this clause 6 shall survive the termination or
      expiry of this Agreement.

            


    

    


    
      	
              8.

            	
              FEES

            


    

    


    
      	
              8.1

            	
              The
      Offeror shall pay, or otherwise procure payment, to the Principal Tender
      Agent and the Luxembourg Tender Agent a fee as detailed in the separate
      written correspondence between the Principal Tender Agent and the Offeror
      dated September 7, 2009 in respect of both Tender Agents’ services to be
      invoiced upon completion or termination of the Tender Offer as detailed in
      clause 4.1.

            


    

    


    
      	
              8.2

            	
              The
      Offeror shall also pay promptly following receipt of an invoice all
      properly incurred out-of-pocket expenses (including legal, advertising,
      telex, fax, insurance costs and postage expenses) incurred by the Tender
      Agents in connection with their services together with any applicable
      value added tax, sales, stamp, issue, registration, documentary or other
      taxes or duties; provided that the Offeror shall not be obligated to pay
      for any legal fees or expenses incurred by the Tender Agents without the
      Offeror’s prior written consent, with such consent not to be unreasonably
      withheld or denied.

            


    

    


    
      	
              8.3

            	
              All
      payments by the Offeror under this clause shall be made free and clear of,
      without withholding or deduction for, any taxes, duties, assessments or
      governmental charges of whatever nature imposed, levied, collected,
      withheld or assessed by any government having power to tax, unless such
      withholding or deduction is required by law. In that event, the Offeror
      shall advance such additional amounts as will result in receipt by the
      relevant Tender Agent of such amounts as would have been received by it if
      no such withholding had been
required.

            


    

    


    
      	
              9.

            	
              AMENDMENTS AND
      ASSIGNMENTS

            


    

    


    
      	
              9.1

            	
              The
      terms of this Agreement may be waived, amended or supplemented only by
      agreement in writing duly executed by the Offeror and the Tender
      Agents.

            


    

    


    
      	
              9.2

            	
              None
      of the rights or obligations of the parties under this Agreement may be
      assigned except (i) upon receipt of prior written consent of the other
      parties to this Agreement or (ii) as otherwise specifically permitted
      under this Agreement. Any assignment or delegation in violation of this
      clause 8.2 shall be null and void.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              9.3

            	
              In
      the event of an amendment or extension of the Tender Offer by the Offeror,
      the Offeror shall promptly provide notice thereof to the Tender Agents.
      The Tender Agents agree to use their reasonable efforts to follow the
      instructions of the Offeror in respect of the amended Tender Offer to the
      extent that the actions that the Tender Agents are instructed to take in
      relation to such amendment are consistent with the terms hereof
      (including, without limitation, the terms of the Services Schedule).
      Clause 6 (Indemnification) shall
      cover the actions so taken by the Tender Agents at the instruction of the
      Offeror.

            


    

    


    
      	
              9.4

            	
              The
      Offeror may at any time, appoint such additional or successor Tender
      Agent(s) as it may deem appropriate, provided, however, that the
      obligations of the Offeror to the existing Tender Agents under clause 6
      (Indemnification)
      shall survive any such appointment, and provided further that the Offeror
      shall promptly give written notice of any such appointment to the other
      Tender Agents appointed hereunder.

            


    

    


    
      	
              10.

            	
              PARTIAL
      INVALIDITY

            


    

    


    In the
event that any provision of this Agreement or the application thereof to any
person or circumstances is determined to be invalid or unenforceable to any
extent, the remaining provisions of this Agreement, and the application of such
provisions to persons or circumstances other than those as to which they are to
be invalid or unenforceable, shall be unaffected thereby and such provisions
shall be valid and enforced to the fullest extent permitted by law in such
jurisdiction so long as the fundamental relationships among the parties
hereunder are not altered.

    


    
      	
              11.

            	
              BENEFITS

            


    

    


    This
Agreement is for the exclusive benefit of the parties hereto (and their
successors) and shall not be deemed to give any legal or equitable right, remedy
or cause whatsoever to any other person, except to the extent specifically set
out in this Agreement.  Nothing herein shall be deemed to establish a
fiduciary or similar relationship among the parties hereto.

    


    
      	
              12.

            	
              FORCE
      MAJEURE

            


    

    


    Each of
the Tender Agents shall be excused from performance of its obligations under
this Agreement and shall not be liable for any losses, damages, or expenses
caused by the occurrence of any contingency beyond its control, including,
without limitation, nationalisation, expropriations, currency restrictions, work
stoppages, strikes, fire, civil unrest, insurrections, revolutions, riots,
rebellions, acts of terrorism, explosions, floods, storms, malfunctions,
interruption or error in the transmission of information caused by any machine
or system or interception of communication facilities, abnormal operating
conditions or computer failures, acts of war, events of force majeure or similar
occurrences preventing the Tender Agent from performing its obligations
hereunder nor shall the Tender Agent incur any liability if it shall be
prevented or forbidden from, or debarred in, doing or performing any act or
thing required by the terms of this Agreement, by reason of any provision of any
present or future law or regulation of any country or of any other governmental
authority or regulatory authority or stock exchange or on account of the
possible criminal or civil penalties or restraint.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              13.

            	
              ENTIRE
      AGREEMENT

            


    

    


    This
Agreement (including the Schedules hereto) sets out the entire understanding of
the parties in respect of the subject matter hereof and supersedes any and all
prior agreements, arrangements and understandings relating thereto (save with
respect to the Offering Memorandum, which shall remain in full force and
effect).

    


    
      	
              14.

            	
              COUNTERPARTS

            


    

    


    This
Agreement may be executed in any number of counterparts and by the parties
hereto on different counterparts, each of which when so executed and delivered
shall be an original, but all the counterparts together shall constitute one and
the same agreement.

    


    
      	
              15.

            	
              CONTRACTS (RIGHTS OF THIRD
      PARTIES) ACT 1999

            


    

    


    A person
who is not a party to this Agreement has no rights under the Contracts (Rights
of Third Parties) Act 1999 to enforce any terms of this Agreement but this does
not affect any right or remedy of a third party which exists or is available
apart from that Act.

    


    
      	
              16.

            	
              GOVERNING LAW, SUBMISSION TO
      JURISDICTION AND
      AGENT FOR SERVICE OF PROCESS

            


    

    


    
      	
              16.1

            	
              Governing Law This
      Agreement, and any non-contractual obligations arising out of or in
      connection with this Agreement, is governed by, and shall be construed in
      accordance with, English law.

            


    

    


    
      	
              16.2

            	
              Submission to
      Jurisdiction  Each of the Parties irrevocably agrees for
      the benefit of the other Parties to this Agreement that the courts of
      England are to have jurisdiction to settle any disputes which may arise
      out of or in connection with this Agreement (including a dispute relating
      to any non-contractual obligations arising out of or in connection with
      this Agreement) and that accordingly any suit, action or proceedings
      arising out of or in connection therewith (together referred to as “Proceedings”) may be
      brought in the courts of England.  Each of the parties
      irrevocably waives any objection which it may have now or hereafter to the
      laying of the venue of any Proceedings in the courts of England and any
      claim that any Proceedings have been brought in an inconvenient forum and
      irrevocably agrees that a judgment in any Proceedings brought in the
      courts of England shall be conclusive and binding upon such Party and may
      be enforced in the courts of any other
  jurisdiction.

            


    

    


    
      	
              16.3

            	
              Agent for Service of
      Process

            


    

    


    
      	
               
      

            	
              (a)

            	
              Deutsche
      Bank Luxembourg S.A. hereby irrevocably appoints Deutsche Bank AG, London
      Branch at its registered office for the time being in England;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Offeror appoints CME Development Corporation, at the address set out
      clause 17.1(a),

            


    

    


    in each
case as its agent for service of process in England in respect of any
Proceedings on its behalf and agrees that, in the event of such person ceasing
so to act, or ceasing to carry on business in England, it will appoint another
person as its agent for service of process in England in respect of any
Proceedings.  Nothing herein shall affect the right to serve process
in any other manner permitted by law.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              17.

            	
              NOTICES

            


    

    


    
      	
              17.1

            	
              Any
      notice required to be given under this Agreement to any of the parties
      shall be made in the English language or shall be accompanied by a
      certified English translation, shall be delivered in person, sent by
      pre-paid (first class if inland, first class airmail (if overseas)) or by
      facsimile or telex addressed to:

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      to the Offeror, care of:

            


    

    


    CME
Development Corporation, 52 Charles Street, London W1J 5EV,
England;

    


    
      	
               
      

            	
              Fax:

            	
              +44
      (0) 207 127 5801

            


    

    
      	
               
      

            	
              Attention:

            	
              Attention:
      Daniel Penn, Esq.

            


    

    
      	
               
      

            	
              E-mail:

            	
              Dan.Penn@cme-net.com

            


    

    


    with a
copy to Katten Muchin Rosenman LLP, 575 Madison Avenue, New York, NY 10022, USA
(fax: +1 212 940 6557; Attention: Robert L. Kohl, Esq.)

    


    
      	
               
      

            	
              (b)

            	
              If
      to the Principal Tender Agent, at:

            


    

    


    Deutsche
Bank AG, London Branch

    Winchester
House

    1 Great
Winchester Street

    London
EC2N 2DB

    United
Kingdom

    


    
      	
               
      

            	
              Fax:

            	
              +
      44 (0) 207 547 5001

            


    

    
      	
               
      

            	
              Attention:

            	
              Trust
      & Securities Services

            


    

    
      	
               
      

            	
              E-mail:

            	
              xchange.offer@db.com

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      to the Luxembourg Tender Agent, at:

            


    

    


    Deutsche
Bank Luxembourg S.A.

    2
boulevard Konrad Adenauer

    L-1115
Luxembourg

    


    
      	
               
      

            	
              Fax:

            	
              +
      352 473136

            


    

    
      	
               
      

            	
              Attention:

            	
              Trust
      & Securities Services

            


    

    
      	
               
      

            	
              E-mail:

            	
              xchange.offer@db.com

            


    

    


    


    or any
other address of which written notice has been given to the parties in
accordance with this clause.

    


    
      	
              17.2

            	
              Any
      such notice shall take effect, if delivered in person, at the time of
      delivery, if sent by post, three days in the case of inland post or seven
      days in the case of overseas post after despatch, in the case of fax, 24
      hours after the time of despatch, provided that in the case of a notice
      given by fax transmission such notice shall forthwith be confirmed by
      post, and in the case of e-mail, the same day if the receipt of such
      e-mail is confirmed before 2:00 p.m., London time, on the date such e-mail
      is sent and otherwise on the subsequent business day. The failure of the
      addressee to receive such confirmation shall not invalidate the relevant
      notice given by fax or e-mail.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    This
Agreement has been entered into on the date stated at the
beginning.

    


    The
Offeror

    


    CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

    


    By: /s/ Charles
Frank

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
Principal Tender Agent

    


    DEUTSCHE
BANK AG, LONDON BRANCH

    


    
      	
              By:

            	 
      	
              /s/ Stuart Harding

            	 
      	
              /s/ Fiona Coughlan

            
	 
      	 
      	
              Stuart
      Harding

            	 
      	
              Fiona
      Coughlan

            
	 
      	 
      	
              Vice-President

            	 
      	
              Vice-President

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Luxembourg
Tender Agent

    


    DEUTSCHE
BANK LUXEMBOURG S.A.

    


    
      	
              By:

            	 
      	
              /s/ Stuart Harding

            	 
      	
              /s/ Claire Barnes

            
	 
      	 
      	
              Attorney

            	 
      	
              Attorney

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE 1

    


    SERVICES
SCHEDULE

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    Unless
otherwise set out herein, all capitalised terms used but not otherwise defined
herein shall have the meaning given to such terms in the Offering
Memorandum.

    


    
      	
              2.

            	
              SERVICES

            


    

    


    The
Tender Agents shall provide the following services:

    


    
      	
              2.1

            	
              Cash
      Payment

            


    

    


    The
Tender Agents in consultation with the Offeror and the Dealer Manager shall
calculate the amount of cash to be received by each tendering holder whose
Securities have been accepted.  In the event of any disparity, the
Offeror’s determination shall be conclusive.

    


    
      	
              2.2

            	
              Distribution
      of Tender Materials

            


    

    


    The
Offeror and the Dealer Manager have made arrangements to deliver the Offering
Memorandum to persons entitled to accept the offer.  The Tender Agents
shall co-ordinate the distribution of the Offering Memorandum and provide the
same to requesting parties, and will assist the Offeror and the Dealer Manager
in communicating and publicising the Tender Offer as may be required, in each
case to the best of its knowledge in compliance with the offer restrictions as
set out in the Offering Memorandum. In addition, each Tender Agent shall make
available a copy of the Offering Memorandum for inspection at its
offices.

     

    The
Tender Agent shall not knowingly take any action that would result in
non-compliance with the offer restrictions as set out in the Offering
Memorandum, and will comply with such other reasonable communications procedures
as shall be notified to it in writing for or on behalf of the
Offeror.

    


    
      	
              2.3

            	
              Tenders

            


    

    


    Tenders
of Securities may be made only as set out in the Offering Memorandum and in
particular only in the manner set out under the caption entitled “Procedures for Participating in the
Offer” in the Offering Memorandum.

    


    On the
Settlement Date the Tender Agent will arrange with Clearstream Banking, société
anonyme, and Euroclear Bank S.A./N.V. (the “Clearing Systems”) for the
tendered securities to be marked down and cancelled upon receipt of the Purchase
Price and Accrued Interest.

    


    
      	
              2.4

            	
              Guaranteed
      Delivery Procedures

            


    

    


    No
guaranteed delivery procedures will be made available in the Tender
Offer.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                2.5

              	
                Examination
      of Tenders

              


      

       

    

    The
Tender Agent shall examine the documents or communications delivered to it in
connection with a tender of Securities to ascertain whether it appears to have
been (as applicable) fully completed, duly executed and delivered to the Tender
Agent on time and the Securities have otherwise been validly tendered, in each
case on or prior to the Expiration Date.

    


    The
Tender Agent will follow its regular procedures (including by way of
communications with the clearing systems and the Dealer Manager) to attempt to
reconcile any discrepancies between the aggregate principal amount of Securities
indicated in any Tender Instruction and the aggregate principal amount of
Securities delivered to the Tender Agent.  In any instance where the
Tender Agent cannot reconcile such discrepancies by following such procedures,
the Tender Agent will consult with the Offeror for instructions as to the
aggregate principal amount of Securities, if any, that the Tender Agent is
authorised to accept in the Tender Offer.  In the absence of such
instructions, the Tender Agent shall not accept any such Securities in the
Tender Offer.

    


    
      	
              2.6

            	
              Irregular
      Tenders

            


    

    


    In the
event the Tender Agent determines that a Tender Instruction or any other
required document does not appear to have been fully completed or executed, or
that any other irregularity in connection with the Tender Instruction appears to
exist, the Tender Agent shall take appropriate steps to contact the holder so as
to enable the necessary correction to be made.  If irregularities with
respect to any Tender Instructions have been identified by the Tender Agent and
are not remedied the Tender Agent shall refer final determination to the Offeror
by promptly sending to the Offeror any document or copy thereof which in its
judgement would prevent acceptance thereof, and the Offeror shall make the final
decision whether or not to accept such Tender Instruction.  Upon
acceptance by the Offeror of such irregular Tender Instruction, the Offeror
shall confirm such acceptance by email to the Tender Agent. In the event that
the Offeror does not accept a Tender Instruction, the Offeror will provide to
the Tender Agent by email the reason for the non-acceptance. Defective
submissions shall be deemed validly made at the time if the irregularities have
been cured to the satisfaction of, or waived by, the Offeror. If any such
irregularities are neither so cured nor waived, Securities which are the object
of the defective submission shall be returned to the applicable clearing system
accountholder, together with any other documents received in connection
therewith and the letter or other writing that the Offeror will have furnished
to the Tender Agent explaining the reasons for the return of such Securities and
the other documents.  The Tender Agent agrees to act promptly in
accordance with any reasonable instructions given to it by the Offeror pursuant
to this clause.

    


    
      	
              2.7

            	
              Reports;
      Maintenance and Retention of
Records

            


    

    


    
      	
               
      

            	
              (a)

            	
              Reports

            


    

    


    The
Tender Agent shall provide daily reports by email or other acceptable form of
delivery:

    


    
      	
               
      

            	
              (i)

            	
              the
      aggregate principal amount of Securities (noting in each case, the
      corresponding security identification number(s)) validly tendered since
      the delivery of the last such report and the purchase price specified or
      deemed specified by the tendering note holders, together with all other
      relevant information as set out in the applicable Tender
      Instruction;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (ii)

            	
              the
      numbers of Securities (noting in each case, the corresponding security
      identification number(s)) validly tendered, in each case, since the
      commencement of the Tender Offer, together with all other relevant
      information as set out in the applicable Tender
    Instruction;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              information
      in reasonable detail relating to defective tenders which have been
      received by it, including the status thereof;
  and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              information
      in reasonable detail relating to the cash payments to be made on the
      Settlement Date.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Maintenance
      and Retention of Records

            


    

    


    The
Tender Agent will during the term of the Agreement keep and maintain complete
and accurate account ledgers showing all Securities tendered by it and payments
made by it. The Tender Agent shall retain records of each Tender Instruction and
any other materials relating to the Tender Offer submitted to the Tender Agent
or its agents by the Offeror or any holder of Securities or otherwise and shall
remit copies of the same to or to the order of the Offeror if so requested by
the Offeror.

    


    
      	
              2.8

            	
              Distribution
      of Tender Offer Consideration

            


    

    


    Upon
confirmation of acceptance by the Offeror of the Securities in the Tender Offer
and provided all conditions precedent to the Tender Offer set out in the
Offering Memorandum are satisfied, the Offeror intends to make payment on the
Settlement Date. The Tender Agent hereby agrees that, upon receipt of sufficient
funds from the Offeror to cover payment of such Securities accepted in the
Tender Offer, the Tender Agent shall distribute the same on the business day
following receipt, without liability for interest, to those holders whose
Securities are accepted in the Tender by means of delivery as set out in the
applicable Tender Instruction or in accordance with such other procedures as the
Tender Agents may agree with the Offeror.

    


    
      	
              2.9

            	
              No
      Acceptance of Tenders of Other
Securities

            


    

    


    In acting
under this Agreement the Tender Agent shall only accept tenders of Securities
and shall refuse to accept (i) any attempted tender of securities other than the
Securities or (ii) any tenders of Securities not accompanied by a duly completed
and signed (as applicable) corresponding Tender Instruction.

    


    
      	
              2.10

            	
              Co-operation

            


    

    


    The
Tender Agents shall cooperate with the Dealer Manager retained by the Offeror in
connection with the Tender Offer. The Tender Agents shall not have any
obligation for any action taken or not taken by the Dealer Manager.

    


    The
Offeror reserves the right to terminate or amend the Tender Offer. In the event
of an amendment to the Tender Offer, the Tender Agents will follow the
reasonable instructions of the Offeror with respect to the amended Tender Offer
to the extent consistent with this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.11

            	
              Telephone
      Inquiries

            


    

    


    In the
event of any telephone inquiry received by the Tender Agent in respect of the
Tender Offer (other than from a person who has duly tendered Securities pursuant
to a duly completed and signed (as applicable) Tender Instruction), the Tender
Agent shall refer such inquiry to the Dealer Manager or to such other person as
the Offeror may specify to the Tender Agent.  The Tender Agent shall
not make any statements in respect of the Tender Offer not previously authorised
by the Offeror.

    


    
      	
              2.12

            	
              The
      Luxembourg Tender Agent

            


    

    


    The
Luxembourg Tender Agent will upon receipt of a duly completed and signed
Subscription Form arrange for notices to be made available on the bourse web
site upon instructions from the Offeror or the Dealer Manager.