ex10_12.htm


    
      

    

    Exhibit
10.12

    
       

       

      Execution
Version

      


      DEED
OF AMENDMENT

      relating
to an Intercreditor Agreement dated 21 July 2006

      as
amended and restated by a Deed of Amendment dated 16 May 2007,

      by a Deed
of Amendment dated 22 August 2007,

      and by a
Deed of Amendment dated 10 March 2008.

      


      CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

      and

      CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.

      and

      CME
MEDIA ENTERPRISES B.V.

      as
Obligors

      


      and

      


      THE
BANK OF NEW YORK MELLON

      (formerly
JPMORGAN CHASE BANK, N.A., LONDON BRANCH)

      


      as 2005
Trustee

      


      and

      


      BNY
CORPORATE TRUSTEE SERVICES LIMITED

      and

      THE
BANK OF NEW YORK MELLON

      (formerly
THE BANK OF NEW YORK)

      as 2007
Trustee

      


      and

      


      THE
BANK OF NEW YORK MELLON

      (formerly
THE BANK OF NEW YORK)

      


      as 2008
Trustee

      


      and

      


      EUROPEAN
BANK

      FOR
RECONSTRUCTION AND DEVELOPMENT

      


      and

      


      THE BANK OF NEW YORK
MELLON,

      acting
through its London Branch

      as 2009
Note Trustee

      and

      THE
LAW DEBENTURE TRUST CORPORATION p.l.c.

      as 2009
Security Trustee


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CONTENTS

       

      
        	
                Clause

              	
                Page

              


      

      


       

      
        	
                1.

              	
                DEFINITIONS
      AND INTERPRETATION

              	
                1

              
	 
      	 
      	 
      
	
                2.

              	
                RESTATEMENT
      OF THE ORIGINAL AGREEMENT

              	
                2

              
	 
      	 
      	 
      
	
                3.

              	
                FURTHER
      ASSURANCE

              	
                2

              
	 
      	 
      	 
      
	
                4.

              	
                MISCELLANEOUS

              	
                2

              
	 
      	 
      	 
      
	
                5.

              	
                GOVERNING
      LAW

              	
                3

              
	 
      	 
      	 
      
	
                SCHEDULE
      1 RESTATED AGREEMENT

              	
                1

              


      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      Execution
Version

      


       

      THIS DEED is dated 17
September 2009 and made between:

       

      
        	
                (A)

              	
                CENTRAL EUROPEAN MEDIA
      ENTERPRISES LTD., a company established under the laws of Bermuda
      (the “Company”);

              


      

       

      
        	
                (B)

              	
                CENTRAL EUROPEAN MEDIA
      ENTERPRISES N.V. a company established under the laws of
      Netherlands Antilles (“CME
    N.V.”);

              


      

       

      
        	
                (C)

              	
                CME MEDIA ENTERPRISES
      B.V. a company established under the laws of the Netherlands
      (“CME
      B.V.”);

              


      

       

      
        	
                (D)

              	
                THE BANK OF NEW YORK MELLON
      (formerly JPMORGAN
      CHASE BANK N.A., LONDON BRANCH) (acting in its
      capacity as Trustee and Security Trustee under the 2005 Indenture) (the
      “2005
      Trustee”);

              


      

       

      
        	
                (E)

              	
                EUROPEAN BANK FOR
      RECONSTRUCTION AND DEVELOPMENT (“EBRD”);
    and

              


      

       

      
        	
                (F)

              	
                BNY CORPORATE TRUSTEE SERVICES
      LIMITED acting in its capacity as Trustee and THE BANK OF NEW YORK MELLON
      (formerly THE BANK
      OF NEW YORK) acting is its capacity as Security Trustee under the
      2007 Indenture (together, the “2007
      Trustee”);

              


      

       

      
        	
                (G)

              	
                THE BANK OF NEW YORK MELLON
      (formerly THE BANK
      OF NEW YORK) (acting in its capacity as Trustee and Security
      Trustee under the 2008 Indenture) (the “2008 Trustee”);
      and

              


      

       

      
        	
                (H)

              	
                THE BANK OF NEW YORK MELLON,
      acting through its London branch (acting in its
      capacity as Note Trustee under the 2009 Indenture) and  THE LAW DEBENTURE TRUST
      CORPORATION p.l.c. (acting in its capacity as Security Trustee
      under the 2009 Indenture) (together, where the context permits the “2009
      Trustee”);

              


      

       

      IT IS AGREED as
follows:

       

      
        	
                1.

              	
                DEFINITIONS AND
      INTERPRETATION

              


      

       

      
        	
                1.1

              	
                Definitions

              


      

       

      In this
Deed:

       

      “2005 Indenture” means an
Indenture dated 5 May 2005 among the Company, CME N.V., CME B.V., the 2005
Trustee, The Bank of New York Mellon (formerly JPMorgan Chase Bank, N.A., London
Branch) as Principal Paying Agent and Transfer Agent, and The Bank of New York
Mellon (Luxembourg) S.A. (formerly J.P. Morgan Bank Luxembourg S.A.) as
Registrar, Luxembourg Transfer Agent and Luxembourg Paying Agent.

       

      “2007 Indenture” means an
Indenture dated 16 May 2007 among the Company, CME N.V., CME B.V., the 2007
Trustee, The Bank of New York Mellon (formerly The Bank of New York) as Transfer
Agent and Principal Paying Agent, and The Bank of New York Mellon (Luxembourg)
S.A. as Registrar, Luxembourg Transfer Agent and Luxembourg Paying
Agent.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Execution
Version

      
 

      “2008 Indenture” means an
Indenture dated 10 March 2008, between, amongst others, the Company, CME N.V.,
CME B.V., the 2008 Trustee, The Bank of New York Mellon (formerly The Bank of
New York) as Transfer Agent, Principal Paying Agent, and Conversion
Agent.

       

      “2009 Indenture” means an
Indenture dated on or about the date hereof, between, amongst others, the
Company, CME N.V., CME B.V., the 2009 Note Trustee, the 2009 Security Trustee,
The Bank of New York Mellon, acting through its London Branch as Transfer Agent
and Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. as
Registrar, Transfer Agent and Paying Agent.

       

      “Obligors” means the Company,
CME N.V. and CME B.V.

       

      “Original Agreement” means the
Intercreditor Agreement dated 21 July 2006, between the Obligors, The Bank of
New York Mellon (formerly JPMorgan Chase Bank, N.A., London Branch) as Trustee
and Security Trustee, and EBRD, as amended and restated by a Deed of Amendment
dated 16 May 2007, by a Deed of Amendment dated 22 August 2007 and as further
amended and restated by a Deed of Amendment dated 10 March 2008.

       

      “Restated Agreement” means the
Original Agreement, as amended and restated by this Deed, and the terms of which
are set out in Schedule 1 (Restated
Agreement).

       

      
        	
                1.2

              	
                Incorporation of defined
      terms

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Unless
      a contrary indication appears, a term defined in the draft Restated
      Agreement attached as Schedule 1 to this Deed has the same meaning in this
      Deed.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      principles of construction set out in the draft Restated Agreement
      attached as Schedule 1 to this Deed shall have effect as if set out in
      this Deed.

              


      

       

      
        	
                1.3

              	
                Clauses

              


      

       

      In this
Deed any reference to a “Clause” or a “Schedule” is, unless the context
otherwise requires, a reference to a Clause or a Schedule to this
Deed.

       

      
        	
                2.

              	
                RESTATEMENT OF THE ORIGINAL
      AGREEMENT

              


      

       

      With
effect from the date of this Deed, the Original Agreement shall be amended and
restated in the form set out in Schedule 1 (Restated
Agreement).

       

      
        	
                3.

              	
                FURTHER
      ASSURANCE

              


      

       

      The
Company shall ensure that each Obligor shall, at the request of the 2005
Trustee, EBRD, the 2007 Trustee, the 2008 Trustee or the 2009 Security Trustee
(acting on the instructions of the 2009 Note Trustee), and at its own expense,
do all such acts and things necessary or desirable to give effect to the
amendments effected or to be effected pursuant to this Deed.

       

      
        	
                4.

              	
                MISCELLANEOUS

              


      

       

      
        	
                4.1

              	
                Incorporation of
      terms

              


      

       

      The
provisions of Article 4.02 (Entire Agreement; Amendment and
Waiver), Article 4.03 (Notices), Article 4.04 (Governing Law and
Arbitration) sub-paragraph (b), and Article 4.05 (Successors and Assigns; Third Party
Rights) of the Restated Agreement shall be incorporated into this Deed as
if set out in full in this Deed and as if references in those clauses to “this
Agreement” are references to this Deed.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Execution
Version

       

       

      For the
avoidance of doubt, to the extent relevant in respect of disputes between the
parties to this Agreement in connection with this Agreement or the Restated
Agreement, no arbitral tribunal shall be authorised to take or provide, and each
of the 2005 Trustee, the 2007 Trustee, the 2008 Trustee and the 2009 Trustee
agree that it shall not seek from any judicial authority, any interim measures
of protection or pre-award relief against EBRD, any provisions of UNCITRAL
Arbitration Rules notwithstanding.

       

      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.

       

      
        	
                4.2

              	
                Counterparts

              


      

       

      This Deed
may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of this
Deed.

       

      
        	
                5.

              	
                GOVERNING
      LAW

              


      

       

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

       

      This
Deed has been entered into on the date stated at the beginning of this
Deed.

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Execution
Version

       

       

      SCHEDULE
1

      Restated
Agreement

       

      [Intentionally left blank]


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      
        Execution
Version

        
 

        Schedule
I to the Deed of Amendment

        


        


        


        INTERCREDITOR
AGREEMENT

        


        between

        


        CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

        and

        CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.

        and

        CME
MEDIA ENTERPRISES B.V.

        as
Obligors

        


        and

        


        THE
BANK OF NEW YORK MELLON

        (formerly
JPMORGAN CHASE BANK, N.A., LONDON BRANCH)

        


        as 2005
Trustee

        


        and

        


        BNY
CORPORATE TRUSTEE SERVICES LIMITED

        and

        THE
BANK OF NEW YORK MELLON

        (formerly
THE BANK OF NEW YORK)

        


        as 2007
Trustee

        


        THE
BANK OF NEW YORK MELLON

        (formerly
THE BANK OF NEW YORK)

        


        as 2008
Trustee

        


        and

        


        THE
BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH

        as 2009
Note Trustee

        and

        THE
LAW DEBENTURE TRUST CORPORATION p.l.c.

        as 2009
Security Trustee

        


        Dated 21
July 2006

        (as
amended and restated by a

        Deed of
Amendment dated 16 May 2007,

        by a Deed
of Amendment dated 22 August 2007

        by a Deed
of Amendment dated 10 March 2008

        and by a
Deed of Amendment dated 17 September 2009)



        
          
             


          

          
             


            
              

            

          

          
             


          

        

         

        TABLE
OF CONTENTS

         

        
          	
                  ARTICLE
      1 - DEFINITIONS

                	
                  3

                
	 
      	
                  Section
      1.01.

                	
                  Definitions

                	
                  3

                
	 
      	
                  Section
      1.02.

                	
                  Interpretation

                	
                  7

                
	 
      	
                  Section
      1.03.

                	
                  Effect
      as a Deed

                	
                  8

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      2 - CONSENT AND ACKNOWLEDGEMENT

                	
                  8

                
	 
      	
                  Section
      2.01.

                	
                  Consent
      and Acknowledgement

                	
                  8

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      3 - SHARING AND ENFORCEMENT

                	
                  8

                
	 
      	
                  Section
      3.01.

                	
                  Application
      of Distribution Moneys

                	
                  8

                
	 
      	
                  Section
      3.02.

                	
                  Notional
      Conversion of Amounts

                	
                  9

                
	 
      	
                  Section
      3.03.

                	
                  Trust

                	
                  9

                
	 
      	
                  Section
      3.04.

                	
                  Enforcement
      of Security

                	
                  10

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      4 - MISCELLANEOUS

                	
                  13

                
	 
      	
                  Section
      4.01.

                	
                  Term
      of Agreement

                	
                  13

                
	 
      	
                  Section
      4.02.

                	
                  Entire
      Agreement; Amendment and Waiver

                	
                  13

                
	 
      	
                  Section
      4.03.

                	
                  Notices

                	
                  13

                
	 
      	
                  Section
      4.04.

                	
                  Governing
      Law and Arbitration

                	
                  14

                
	 
      	
                  Section
      4.05.

                	
                  Successors
      and Assigns; Third Party Rights

                	
                  14

                
	 
      	
                  Section
      4.06.

                	
                  Counterparts

                	
                  14

                


        

        

          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

         

        INTERCREDITOR
AGREEMENT

         

        AGREEMENT entered into as a
Deed and dated 21 July 2006 (and amended and restated on 16 May, 2007, on 22 August
2007, 10 March 2008 and as further amended and restated on 17 September 2009)
between CENTRAL EUROPEAN MEDIA
ENTERPRISES LTD. (the “Company”), CENTRAL EUROPEAN MEDIA ENTERPRISES
N.V. (“CME
N.V.”), CME MEDIA
ENTERPRISES B.V. (“CME
B.V.”) (the Company, CME N.V. and CME B.V. together, the “Obligors”), THE BANK OF NEW YORK MELLON
(formerly JPMORGAN CHASE
BANK N.A., LONDON BRANCH) (acting in its capacity as Trustee and Security
Trustee under the 2005 Indenture), BNY CORPORATE TRUSTEE SERVICES
LIMITED (in its capacity as Trustee under the 2007 Indenture), THE BANK OF NEW YORK MELLON
(formerly THE BANK OF
NEW YORK) (in its capacity as Security Trustee under the 2007 Indenture)
(together, the “2007
Trustee”), THE BANK OF
NEW YORK MELLON (formerly THE BANK OF NEW YORK) (in its
capacity as Trustee and Security Trustee under the 2008 Indenture) (the “2008 Trustee”) and THE BANK OF NEW YORK MELLON, acting
through its London branch (in its capacity as Note Trustee under the 2009
Indenture) and THE LAW
DEBENTURE TRUST CORPORATION p.l.c. (in
its capacity as Security Trustee under the 2009 Indenture) (together, where the
context permits, the “2009
Trustee”).

         

        PREAMBLE

         

        WHEREAS, pursuant to an
Indenture dated 5 May 2005 (the “2005 Indenture”) among the
Company, CME N.V., CME B.V., The Bank of New York Mellon (formerly JPMorgan
Chase Bank, N.A., London Branch) as Trustee, Security Trustee, Principal Paying
Agent and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A.
(formerly J.P. Morgan Bank Luxembourg S.A.) as Registrar, Luxembourg Transfer
Agent and Luxembourg Paying Agent, the Company has created and issued the 2005
Notes, in an aggregate principal amount of €370,000,000, subject to the terms
and conditions set forth in the 2005 Indenture of which €245,000,000 remains
outstanding as of the date hereof;

         

        WHEREAS, pursuant to an
Indenture dated 16 May 2007 (the “2007 Indenture”) among the
Company, CME N.V., CME B.V., the 2007 Trustee, The Bank of New York Mellon
(formerly The Bank of New York) as Transfer Agent and Principal Paying Agent,
The Bank of New York Mellon (Luxembourg) S.A. as Registrar, Luxembourg Transfer
Agent and Luxembourg Paying Agent, the Company has created and issued the 2007
Notes in an aggregate principal amount of €150,000,000, subject to the terms and
conditions set forth in the 2007 Indenture;

         

        WHEREAS, pursuant to an
Indenture dated 10 March 2008 (the “2008 Indenture”) between,
amongst others, the Company, CME N.V., CME B.V., the 2008 Trustee, The Bank of
New York Mellon (formerly The Bank of New York) as Transfer Agent, Principal
Paying Agent and Conversion Agent, the Company has created and issued the 2008
Notes in an aggregate principal amount of $475,000,000, subject to the terms and
conditions set forth in the 2008 Indenture;

         

        WHEREAS, pursuant to an
Indenture dated 17 September 2009 (the “2009 Indenture”) between,
amongst others, the Company, CME N.V., CME B.V., the 2009 Note Trustee, the 2009
Security Trustee, The Bank of New York Mellon, acting through its London Branch
as Transfer Agent and Principal Paying Agent and The Bank of New York Mellon
(Luxembourg) S.A. as Registrar, Transfer Agent and Paying Agent, the Company has
created and issued the 2009 Notes in an aggregate principal amount of
€200,000,000, subject to the terms and conditions set forth in the 2009
Indenture;

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        WHEREAS, the Obligors (1) have
provided the 2005 Notes Security to the 2005 Trustee as security for the prompt
payment when due of all amounts payable in respect of the 2005 Notes Debt; (2)
have provided the 2007 Notes Security to the 2007 Trustee as security for the
prompt payment when due of all amounts payable in respect of the 2007 Notes
Debt; (3) have provided the 2008 Notes Security to the 2008 Trustee for the
prompt payment when due of all amounts payable in respect of the 2008 Notes
Debt; and (4) have provided or will provide the 2009 Notes Security to the 2009
Security Trustee for the prompt payment when due of all amounts payable in
respect of the 2009 Notes Debt; and

         

        WHEREAS, the Parties wish to
formalise the manner in which the 2005 Trustee, the 2007 Trustee, the 2008
Trustee and the 2009 Trustee will share in and enforce the Security on a pari passu
basis.


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        NOW, THIS DEED WITNESSETH AND IT IS
HEREBY AGREED as follows:

         

        ARTICLE
1 - DEFINITIONS

         

        
          	
                  Section
    1.01

                	
                  Definitions

                


        

         

        Wherever
used in this Agreement (including the Preamble), unless stated otherwise or the
context otherwise requires, the terms defined in the Preamble have the
respective meanings given to them therein and the following terms have the
following meanings:

         

        
          	
                  “2005 Notes”

                	
                  means
      the outstanding debt securities issued under the 2005
      Indenture.

                


        

         

        
          	
                  “2005
      Notes Creditor”

                	
                  means
      each holder of the 2005 Notes and the 2005 Trustee (on its own behalf and
      as applicable on behalf of the holders of the 2005
  Notes).

                


        

         

        
          	
                  “2005
      Notes Debt”

                	
                  means
      all Liabilities of any Obligor to any 2005 Notes Creditor under or in
      connection with the 2005 Notes Finance
  Documents.

                


        

         

        
          	
                  “2005
      Notes Discharge Date”

                	
                  means
      the date on which the 2005 Trustee is satisfied that all of the 2005 Notes
      Debt has been irrevocably and unconditionally paid and discharged and all
      rights of the Company to create and issue further 2005 Notes under the
      2005 Indenture have been cancelled.

                


        

        


        
          	
                  “2005
      Notes Finance Documents”

                	
                  means
      the 2005 Indenture and the 2005 Notes Security
  Documents.

                


        

        


        
          	
                  “2005
      Notes Security”

                	
                  means
      the “Collateral” as such term is defined in Section 11.1 of the 2005
      Indenture.

                


        

        


        
          	
                  “2005
      Notes Security Documents”

                	
                  means
      the “Security Documents” as such term is defined in Section 11.1 of the
      2005 Indenture.

                


        

        


        
          	
                  “2005
      Trustee”

                	
                  means
      The Bank of New York Mellon (formerly JPMORGAN CHASE BANK, N.A., London
      Branch) as Trustee under the 2005 Indenture and where relevant The Bank of
      New York Mellon (formerly JPMORGAN CHASE BANK, N.A., London Branch) as
      Security Trustee under the 2005
Indenture.

                


        

         

        
          	
                  “2007
      Notes”

                	
                  means
      the outstanding debt securities issued under the 2007
      Indenture.

                


        

         

        
          	
                  “2007
      Notes Creditor”

                	
                  means
      each holder of the 2007 Notes and/or the 2007 Trustee (on its own behalf
      and as applicable on behalf of the holders of the 2007
    Notes).

                



          
            
               


            

            
              3

              
                

              

            

            
               


            

          

        

         

        
          	
                  “2007
      Notes Debt”

                	
                  means
      all Liabilities of any Obligor to any 2007 Notes Creditor under or in
      connection with the 2007 Notes Finance
  Documents.

                


        

         

        
          	
                  “2007
      Notes Discharge Date”

                	
                  means
      the date on which the 2007 Trustee is satisfied that all of the 2007 Notes
      Debt has been irrevocably and unconditionally paid and discharged and all
      rights of the Company to create and issue further 2007 Notes under the
      2007 Indenture have been cancelled.

                


        

        


        
          	
                  “2007
      Notes Finance Documents”

                	
                  means
      the 2007 Indenture and the 2007 Notes Security
  Documents.

                


        

        


        
          	
                  “2007
      Notes Security”

                	
                  means
      the “Collateral” as such term is defined in Section 11.1 of the 2007
      Indenture.

                


        

         

        
          	
                  “2007
      Notes Security Documents”

                	
                  means
      the “Security Documents” as such term is defined in Section 11.1 of the
      2007 Indenture, and includes (a) the pledge of shares in CME N.V. granted
      on or about the date hereof by the Company in favour of the 2007 Trustee;
      (b) the pledge of shares in CME B.V. granted on or about the date hereof
      by CME N.V. in favour of the 2007 Trustee; and (c) the security assignment
      dated on or about the date hereof between the Company, CME B.V. and the
      2007 Trustee and relating to the rights, interests and benefits under the
      Framework Agreement dated 13 December, 2004 (as amended) between the
      Company, CME B.V. and PPF (Cyprus)
Ltd.

                


        

        


        
          	
                  “2007
      Trustee”

                	
                  means
      BNY Corporate Trustee Services Limited as Trustee under the 2007 Indenture
      and where relevant The Bank of New York Mellon (formerly The Bank of New
      York) as Security Trustee under the 2007
  Indenture.

                


        

         

        
          	
                  “2008
      Notes”

                	
                  means
      the outstanding convertible debt securities issued under the 2008
      Indenture.

                


        

         

        
          	
                  “2008
      Notes Creditor”

                	
                  means
      each holder of the 2008 Notes and/or the 2008 Trustee (on its own behalf
      and as applicable on behalf of the holders of the 2008
    Notes).

                


        

         

        
          	
                  “2008
      Notes Debt”

                	
                  means
      all Liabilities of any Obligor to any 2008 Notes Creditor under or in
      connection with the 2008 Notes Finance
  Documents.

                


        

         

        
          	
                  “2008
      Notes Discharge Date”

                	
                  means
      the date on which the 2008 Trustee is satisfied that all of the 2008 Notes
      Debt has been irrevocably and unconditionally paid and discharged and all
      rights of the Company to create and issue further 2008 Notes under the
      2008 Indenture have been
cancelled.

                


        


        
          
             


          

          
            4

            
              

            

          

          
             


          

        

         

        
          	
                  “2008
      Notes Finance Documents”

                	
                  means
      the 2008 Indenture and the 2008 Notes Security
  Documents.

                


        

        


        
          	
                  “2008
      Notes Security”

                	
                  means
      the “Collateral” as such term is defined in Section 12.01 of the 2008
      Indenture.

                


        

         

        
          	
                  “2008
      Notes Security Documents”

                	
                  means
      the “Security Agreements” as such term is defined in Section 12.01 of the
      2008 Indenture, and includes (a) the pledge of shares in CME N.V. granted
      on or about the date hereof by the Company in favour of the 2008 Trustee;
      (b) the pledge of shares in CME B.V. granted on or about the date hereof
      by CME N.V. in favour of the 2008 Trustee; and (c) the security assignment
      dated on or about the date hereof between the Company, CME B.V. and the
      2008 Trustee and relating to the rights, interests and benefits under the
      Framework Agreement dated 13 December, 2004 (as amended) between the
      Company, CME B.V. and PPF (Cyprus)
Ltd.

                


        

        


        
          	
                  “2008
      Trustee”

                	
                  means
      The Bank of New York Mellon (formerly The Bank of New York) as Trustee
      under the 2008 Indenture and where relevant as Security Trustee under the
      2008 Indenture.

                


        

         

        
          	
                  “2009
      Notes”

                	
                  means
      the outstanding debt securities issued under the 2009
      Indenture.

                


        

         

        
          	
                  “2009
      Notes Creditor”

                	
                  means
      each holder of the 2009 Notes and/or the 2009 Note Trustee (on its own
      behalf and as applicable on behalf of the holders of the 2009 Notes)
      and/or the 2009 Security Trustee (on its own behalf and as applicable on
      behalf of the holders of the 2009
Notes).

                


        

         

        
          	
                  “2009
      Notes Debt”

                	
                  means
      all Liabilities of any Obligor to any 2009 Notes Creditor under or in
      connection with the 2009 Notes Finance
  Documents.

                


        

         

        
          	
                  “2009
      Notes Discharge Date”

                	
                  means
      the date on which the 2009 Security Trustee (acting on instructions of the
      2009 Note Trustee) is satisfied that all of the 2009 Notes Debt has been
      irrevocably and unconditionally paid and discharged and all rights of the
      Company to create and issue further 2009 Notes under the 2009 Indenture
      have been cancelled.

                


        

        


        
          	
                  “2009
      Notes Finance Documents”

                	
                  means
      the 2009 Indenture and the 2009 Notes Security
  Documents.

                


        

        


        
          	
                  “2009
      Notes Security”

                	
                  means
      the “Collateral” as such term is defined in Section 1.1 of the 2009
      Indenture.

                



          
            
               


            

            
              5

              
                

              

            

            
               


            

          

        

         

        
          	
                  “2009
      Notes Security Documents”

                	
                  means
      the “Security Documents” as such term is defined in Section 11.1 of the
      2009 Indenture, and includes (a) the pledge of shares in CME N.V. granted
      on or about the date hereof by the Company in favour of the 2009 Security
      Trustee; (b) the pledge of shares in CME B.V. granted on or about the date
      hereof by CME N.V. in favour of the 2009 Security Trustee; and (c) the
      security assignment dated on or about the date hereof between the Company,
      CME B.V. and the 2009 Security Trustee and relating to the rights,
      interests and benefits under the Framework Agreement dated 13 December,
      2004 (as amended) between the Company, CME B.V. and PPF (Cyprus)
      Ltd.

                


        

        


        
          	
                  “2009
      Security Trustee”

                	
                  means
      The Law Debenture Trust Corporation p.l.c. as Security Trustee under the
      2009 Indenture.

                


        

         

        
          	
                  “2009
      Trustee”

                	
                  means
      The Bank of New York Mellon, acting through its London branch as Note
      Trustee under the 2009 Indenture.

                


        

         

        
          	
                  “Amount
      Outstanding”

                	
                  means
      the aggregate of the Liabilities at any time and from time to time owing
      and unpaid by any of the Obligors in respect of the 2005 Notes Debt, the
      2007 Notes Debt, the 2008 Notes Debt and the 2009 Notes
    Debt.

                


        

         

        
          	
                  “Distribution
      Moneys”

                	
                  means
      any moneys received by any of the Secured Parties or any person acting on
      behalf, or on the instructions, of any of them from the enforcement of the
      Security or any part thereof.

                


        

         

        
          	
                  “Enforcement
      Instructions”

                	
                  shall
      have the meaning ascribed to it in Section
  3.04(e)(ii).

                


        

         

        
          	
                  “Enforcement
      Notice”

                	
                  shall
      have the meaning ascribed to it in Section
  3.04(e).

                


        

         

        
          	
                  "Euro"
      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.

                


        

         

        
          	
                  “Finance
      Document”

                	
                  means
      each of the 2005 Notes Finance Documents, the 2007 Notes Finance
      Documents, the 2008 Notes Finance Documents, the 2009 Notes Finance
      Documents and this Agreement.

                


        

         

        
          	
                  “Foreign
      Exchange Event”

                	
                  means
      the unavailability of foreign exchange, or any prohibition or restriction
      imposed as a result of a moratorium or debt rescheduling by the central
      bank or any other governmental agency or authority within any relevant
      jurisdiction where the payment of any Amount Outstanding shall be made or
      where any Distribution Monies are
recovered.

                


        


        
          
             


          

          
            6

            
              

            

          

          
             


          

        

         

        
          	
                  “Liability”

                	
                  means,
      in relation to any Finance Document, any present or future liability
      (actual or contingent) which is or may be payable or owing under or in
      connection with that Finance Document, whether or not matured or
      liquidated, including (without limitation) in respect of principal,
      interest, default interest, commission, charges, fees, expenses,
      indemnities and other amounts provided for
  therein.

                


        

         

        
          	
                  “Party”

                	
                  means
      any Obligor, the 2005 Trustee, the 2007 Trustee, the 2008 Trustee or the
      2009 Trustee as the context
requires.

                


        

         

        
          	
                  “Prior
      Party”

                	
                  means,
      (i) in relation to the 2007 Trustee: the 2005 Trustee;  (ii) in
      relation to the 2008 Trustee: the 2005 Trustee, and/or the 2007 Trustee;
      and (iii) in relation to the 2009 Trustee: the 2005 Trustee, the 2007
      Trustee, and/or the 2008 Trustee.

                


        

         

        
          	
                  “Reciprocal
      Enforcement Notice”

                	
                  shall
      have the meaning ascribed to it in Section
  3.04(e)(i).

                


        

        


        
          	
                  “Secured
      Parties”

                	
                  means
      the 2005 Trustee, the 2007 Trustee, the 2008 Trustee and the 2009 Security
      Trustee.

                


        

         

        
          	
                  “Security”

                	
                  means
      the 2005 Notes Security, the 2007 Notes Security, the 2008 Notes Security
      and the 2009 Notes Security.

                


        

         

        
          	
                  “Security
      Documents”

                	
                  means
      the 2005 Notes Security Documents, the 2007 Notes Security Documents, the
      2008 Notes Security Documents and the 2009 Notes Security
      Documents.

                


        

         

        
          	
                  “Subsequent
      Party”

                	
                  means,
      (i) in relation to the 2005 Trustee: the 2007 Trustee, the 2008 Trustee
      and the 2009 Trustee; (ii); in relation to the 2007 Trustee: the 2008
      Trustee and the 2009 Trustee; and (iii) in relation to the 2008 Trustee:
      the 2009 Trustee.

                


        

         

        
          	
                  “USD”
      or “$”

                	
                  means
      the lawful currency of the United States of
  America.

                


        

         

        
          	
                  Section
      1.02.

                	
                  Interpretation

                


        

         

        
          	
                  (a)

                	
                  In
      this Agreement, unless the context otherwise requires, words denoting the
      singular include the plural and vice versa, words denoting persons include
      corporations, partnerships and other legal persons and references to a
      person include its successors and permitted
  assigns.

                


        

         

        
          	
                  (b)

                	
                  In
      this Agreement, a reference to a specified Article or Section shall be
      construed as a reference to that specified Article or Section of this
      Agreement.

                


        

         

        
          	
                  (c)

                	
                  In
      this Agreement, a reference to an agreement shall be construed as a
      reference to such agreement as it may be amended, varied, supplemented,
      novated or assigned from time to
time.

                



          
            
               


            

            
              7

              
                

              

            

            
               


            

          

        

         

        
          	
                  (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.

                


        

         

        
          	
                  Section
      1.03.

                	
                  Effect
      as a Deed 

                


        

         

        This
Agreement is intended to take effect as a Deed.

         

        ARTICLE
2 - CONSENT AND ACKNOWLEDGEMENT 

         

        
          	
                  Section
      2.01.

                	
                  Consent
      and Acknowledgement

                


        

         

        
          	
                  (a)

                	
                  The
      2005 Trustee hereby acknowledges the creation and existence of the 2007
      Notes Security, the 2008 Notes Security and the 2009 Notes Security on a
      pari passu basis
      with the 2005 Notes Security, in right and priority of payment, without
      any preference between themselves.

                


        

         

        
          	
                  (b)

                	
                  The
      2007 Trustee hereby acknowledges the creation and existence of the 2005
      Notes Security, the 2008 Notes Security and the 2009 Notes Security on a
      pari passu basis
      with the 2007 Notes Security in right and priority of payment, without any
      preference between themselves.

                


        

         

        
          	
                  (c)

                	
                  The
      2008 Trustee hereby acknowledges the creation and existence of the 2005
      Notes Security, the 2007 Notes Security and the 2009 Notes Security on a
      pari passu basis
      with the 2008 Notes Security in right and priority of payment, without any
      preference between themselves.

                


        

         

        
          	
                  (d)

                	
                  The
      2009 Trustee hereby acknowledges the creation and existence of the 2005
      Notes Security, the 2007 Notes Security and the 2008 Notes Security on a
      pari passu basis
      with the 2009 Notes Security in right and priority of payment, without any
      preference between themselves.

                


        

         

        
          	
                  (e)

                	
                  The
      Obligors hereby agree to the terms of this Agreement and undertake with
      the Secured Parties to observe the provisions hereof and not to do or omit
      to do anything which may prejudice or adversely affect the enforcement of
      such provisions.

                


        

         

        ARTICLE
3 - SHARING AND ENFORCEMENT

         

        
          	
                  Section
      3.01.

                	
                  Application
      of Distribution Moneys

                


        

         

        
          	
                  (a)

                	
                  Unless
      and until the whole of the Amount Outstanding has been paid in full, all
      Distribution Moneys shall, as between the 2005 Trustee, the 2007 Trustee,
      the 2008 Trustee and the 2009 Trustee, be applied and divided as
      follows:

                


        

         

        
          	
                   
      

                	
                  (1)

                	
                  first,
      pro rata in paying all proper costs, charges and expenses incurred by the
      Secured Parties in the enforcement of the Security or any part thereof or
      otherwise in collecting Distribution Moneys, which will be pro rata to the
      Amount Outstanding under the 2005 Notes Debt, the 2007 Notes Debt, the
      2008 Notes Debt and the 2009 Notes Debt,
  respectively;

                



          
            
               


            

            
              8

              
                

              

            

            
               


            

          

        

         

        
          	
                   
      

                	
                  (2)

                	
                  next,
      pro rata in paying to each of the Secured Parties the part of the Amount
      Outstanding which is due and payable to it in respect of the 2005 Notes
      Debt, the 2007 Notes Debt, the 2008 Notes Debt and the 2009 Notes Debt,
      respectively, and, if applicable, in accordance with Section 3.01(b);
      and

                


        

         

        
          	
                   
      

                	
                  (3)

                	
                  last,
      in paying the surplus (if any) to the person or persons entitled
      thereto.

                


        

         

        
          	
                  (b)

                	
                  If
      the Distribution Moneys are or may be insufficient to pay in full all
      amounts due under Section 3.01(a)(1) or 3.01(a)(2), as the case may be,
      then the Distribution Moneys shall be apportioned for payment under
      Section 3.01(a)(1) or 3.01(a)(2), as the case may be, ratably and without
      preference or priority between the Secured Parties in the proportions that
      the part of the Amount Outstanding which is due in respect of,
      respectively, the 2005 Notes Debt, the 2007 Notes Debt, the 2008 Notes
      Debt and the 2009 Notes Debt at the date of such payment bears to the
      whole of the Amount Outstanding at such date.  Pending such
      payment, such Distribution Moneys shall be held in a segregated
      interest-bearing deposit account, and interest thereon shall form part of
      the Distribution Moneys for payment under Section 3.01(a)(1) or
      3.01(a)(2).

                


        

         

        
          	
                  (c)

                	
                  Notwithstanding
      any other provision of this Agreement, during the existence of a Foreign
      Exchange Event, none of the Secured Parties shall be required to share
      with the others any Distribution Moneys in a currency other than the local
      currency of the jurisdiction of such recovery (in this Section 3.01(c)
      referred to as the “Local
      Currency”) or proceeds of any Distribution Moneys which it recovers
      pro rata in accordance with Section 3.01(a) and 3.01(b) in any currency
      other than the Local Currency.

                


        

         

        
          	
                  Section
      3.02.

                	
                  Notional
      Conversion of Amounts

                


        

         

        For the
purposes of determining the respective entitlements of the Secured Parties
between themselves at any time or from time to time to any Distribution Moneys,
the Secured Parties shall use Euro as the currency of reference.  Any
amounts expressed in currencies other than Euro shall be notionally converted
into Euro at the effective rate of exchange for buying Euro on the date of such
payment as notified by the European Central Bank.  If, in the case of
any particular currency, there is no such effective rate of exchange on such
date, any amount expressed in that currency shall be notionally converted into
Euro at such rate of exchange as may be reasonably determined by the 2005
Trustee (in respect of the 2005 Notes Debt), the 2007 Trustee (in respect of the
2007 Notes Debt), the 2008 Trustee (in respect of the 2008 Notes
Debt)  and the 2009 Note Trustee (in respect of the 2009 Notes Debt)
on the basis of the most recent information provided by the International
Monetary Fund.

         

        
          	
                  Section
      3.03.

                	
                  Trust

                


        

         

        In the
event that any of the Secured Parties receives any Distribution Moneys in excess
of their respective entitlement under this Article, such Secured Party shall
promptly notify the remaining Secured Parties and hold any such excess moneys in
trust for the remaining Secured Parties, to whom it shall account therefor as
soon as the respective entitlement of each of the Secured Parties has been
established pursuant to the provisions of this Agreement.


        
          
             


          

          
            9

            
              

            

          

          
             


          

        

         

        
          	
                  Section
      3.04.

                	
                  Enforcement
      of Security

                


        

         

        
          	
                  (a)

                	
                  The
      2005 Trustee shall be obliged to notify the 2007 Trustee, the 2008 Trustee
      and the 2009 Trustee promptly:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  in
      the event that the 2005 Trustee becomes aware that the 2005 Notes Security
      has become enforceable;

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  in
      the event that amounts outstanding in respect of the 2005 Notes Debt have
      become immediately due and payable under Section 6.2 of the 2005
      Indenture; and

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  upon
      first making demand with respect to all or any part of the 2005 Notes
      Debt.

                


        

         

        
          	
                  (b)

                	
                  The
      2007 Trustee shall be obliged to notify the 2005 Trustee, the 2008 Trustee
      and the 2009 Trustee promptly:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  in
      the event that the 2007 Trustee becomes aware that the 2007 Notes Security
      has become enforceable;

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  in
      the event that amounts outstanding in respect of the 2007 Notes Debt have
      become immediately due and payable under Section 6.2 of the 2007
      Indenture; and

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  upon
      first making demand with respect to all or any part of the 2007 Notes
      Debt.

                


        

         

        
          	
                  (c)

                	
                  The
      2008 Trustee shall be obliged to notify the 2005 Trustee, the 2007 Trustee
      and the 2009 Trustee promptly:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  in
      the event that the 2008 Trustee becomes aware that the 2008 Notes Security
      has become enforceable;

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  in
      the event that amounts outstanding in respect of the 2008 Notes Debt have
      become immediately due and payable under Section 6.02 of the 2008
      Indenture; and

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  upon
      first making demand with respect to all or any part of the 2008 Notes
      Debt.

                


        

         

        
          	
                  (d)

                	
                  The
      2009 Security Trustee (acting on instructions of the 2009 Note Trustee)
      shall be obliged to notify the 2005 Trustee, the 2007 Trustee and the 2008
      Trustee promptly:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  in
      the event that the 2009 Trustee becomes aware that the 2009 Notes Security
      has become enforceable;

                



          
            
               


            

            
              10

              
                

              

            

            
               


            

          

        

         

        
          	
                   
      

                	
                  (ii)

                	
                  in
      the event that amounts outstanding in respect of the 2009 Notes Debt have
      become immediately due and payable under Section 6.2 of the 2009
      Indenture; and

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  upon
      first making demand with respect to all or any part of the 2009 Notes
      Debt.

                


        

         

        
          	
                  (e)

                	
                  If
      any of the Security becomes enforceable, the 2005 Trustee, the 2007
      Trustee, the 2008 Trustee and the 2009 Security Trustee (acting on
      instructions of the 2009 Note Trustee) may (but shall not be obliged to)
      consult with the other Secured Parties and endeavour to agree a course of
      action under the Finance Documents.  Notwithstanding the
      foregoing, at any time that any of the Security has become enforceable,
      the 2005 Trustee, the 2007 Trustee, the 2008 Trustee and the 2009 Security
      Trustee (acting on instructions of the 2009 Note Trustee), by notice to
      the other Secured Parties (an “Enforcement Notice”),
      request a joint enforcement of the Security in accordance with paragraph
      (h).

                


        

         

        
          	
                  (f)

                	
                  If
      the 2007 Trustee, the 2008 Trustee or the 2009 Security Trustee (acting on
      instructions of the 2009 Note Trustee) shall have served an Enforcement
      Notice on the remaining Secured Parties at a time when any of the 2005
      Notes Security has become enforceable, the 2005 Trustee shall
      either:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  by
      notice to each other Secured Party (a "Reciprocal Enforcement
      Notice") agree to a joint enforcement of the Security, whereupon
      the Secured Parties shall jointly enforce the Security in accordance with
      paragraph (h); or

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  promptly
      seek instructions from the holders of the 2005 Notes ("Enforcement
      Instructions") in accordance with the terms of the 2005 Indenture
      to:

                


        

         

        
          	
                   
      

                	
                  (A)

                	
                  (to
      the extent not already so due and payable) declare all amounts of the 2005
      Notes Debt to be immediately due and payable under Section 6.2 of the 2005
      Indenture; and

                


        

         

        
          	
                   
      

                	
                  (B)

                	
                  enforce
      the 2005 Notes Security,

                


        

         

        whereupon,
if Enforcement Instructions are given by the holders of at least 25% in
principal amount of the outstanding 2005 Notes (or any such other percentage as
may be required under the terms of the 2005 Indenture, to so instruct the 2005
Trustee), the Secured Parties shall jointly enforce the Security in accordance
with paragraph (h).

         

        (g)

         

        
          	
                   
      

                	
                  (1)

                	
                  If
      the 2005 Trustee shall have served an Enforcement Notice on the Subsequent
      Parties, the Secured Parties shall jointly enforce the Security in
      accordance with paragraph (h).

                


        

         

        
          	
                   
      

                	
                  (2)

                	
                  For
      the avoidance of doubt:

                



          
            
               


            

            
              11

              
                

              

            

            
               


            

          

        

         

        
          	
                   
      

                	
                  (i)

                	
                  if
      a Party shall have served an Enforcement Notice on its Subsequent Parties,
      such Subsequent Parties shall declare such amount of the Amount
      Outstanding owed to such Subsequent Parties to be immediately due and
      payable, and such Subsequent Parties shall co-operate with the Party that
      has served the Enforcement Notice to enforce all relevant Security on a
      pari passu basis
      and in accordance with the provisions of, sub-paragraphs (x)-(z) of
      3.04(h) below; and

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  if
      a Party shall have served an Enforcement Notice on its Prior Parties, such
      Prior Parties may declare such amount of the Amount Outstanding owing to
      such Prior Parties to be immediately due and payable and co-operate with
      the Party that has served the Enforcement Notice, but shall not be
      required to do so, and (A)
      if any such Prior Parties elect to so cooperate, then the co-operating
      parties shall enforce all relevant Security on a pari passu basis and in
      accordance with the provisions of sub-paragraphs (x)-(z) of 3.04(h) below,
      (B)
      if all such Prior Parties elect not to cooperate and not to enforce, then
      the Party that has served the Enforcement Notice may enforce
      independently, as contemplated by the provisions of 3.04(i) below, and
      (C)
      the 2005 Trustee shall have the rights as set out in (h)(ii) below.
      Nothing in this paragraph 3.04(g)(2) shall derogate in any way from the
      rights of the 2005 Trustee as set out in paragraphs 3.04 (f),(g)(1) and
      (h).

                


        

         

        
          	
                  (h)

                	
                  If:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  an
      Enforcement Notice is served by the 2005 Trustee;
  or

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  an
      Enforcement Notice is served by the 2007 Trustee, the 2008 Trustee and/or
      the 2009 Security Trustee (acting on instructions of the 2009 Note
      Trustee) and either:

                


        

         

        
          	
                   
      

                	
                  (A)

                	
                  the
      2005 Trustee has served a Reciprocal Enforcement Notice;
  or

                


        

         

        
          	
                   
      

                	
                  (B)

                	
                  the
      2005 Trustee shall have received Enforcement Instructions from the
      requisite holders of the 2005
Notes,

                


        

         

        then the
Secured Parties shall (to the extent not already so due and payable) declare all
amounts of the 2005 Notes Debt, the 2007 Notes Debt, the 2008 Notes Debt and the
2009 Notes Debt, respectively, to be immediately due and payable under Section
6.2 of the 2005 Indenture, Section 6.2 of the 2007 Indenture,
Section 6.02 of the
2008 Indenture or Section 6.2 of the 2009 Indenture
and shall co-operate with each other to enforce the Security on a pari passu basis and in
accordance with the following provisions:

         

        
          	
                   
      

                	
                  (x)

                	
                  the
      2005 Notes Security, the 2007 Notes Security, the 2008 Notes Security and
      the 2009 Notes Security shall be enforced jointly and, so far as
      practicable, by the same method;

                


        

         

        
          	
                   
      

                	
                  (y)

                	
                  such
      enforcement will be effected with the aim of maximising recoveries with
      the objective of achieving an expeditious realisation of assets subject to
      the Security; and

                



          
            
               


            

            
              12

              
                

              

            

            
               


            

          

        

         

        
          	
                   
      

                	
                  (z)

                	
                  in
      the case of the exercise of a power of sale in accordance with the
      Security Documents, each of the Secured Parties shall execute such release
      or other necessary document so as to permit a good title free from any
      Security to be passed to the
purchasers.

                


        

         

        
          	
                  (i)

                	
                  For
      the avoidance of doubt, neither the 2007 Trustee, the 2008 Trustee nor the
      2009 Security Trustee (acting on instructions of the 2009 Note Trustee)
      shall be prevented from separately commencing enforcement action under the
      2007 Notes Security, the 2008 Notes Security or the 2009 Notes Security
      (as applicable), at any time prior to an Enforcement Notice having been
      served by the other Secured Parties, provided that, such Secured Party
      seeking to enforce its Security has delivered an Enforcement Notice on the
      other Secured Parties prior to commencing such
  action.

                


        

         

        
          	
                  (j)

                	
                  Each
      of the Secured Parties shall keep the other informed of any proceedings to
      enforce the Security or any part thereof, any other proceedings against
      the Company and any other material matters which may affect the operation
      of this Agreement.

                


        

         

         

        
          	
                  (k)

                	
                  In
      each case in the absence of manifest error: (w) the global note
      representing the 2005 Notes and the relevant entries thereon shall be
      conclusive evidence of the principal amount of the 2005 Notes Debt from
      time to time; (x) the global note representing the 2007 Notes and the
      relevant entries thereon shall be conclusive evidence of the principal
      amount of the 2007 Notes Debt from time to time; (y) the global note
      representing the 2008 Notes and the relevant entries thereon shall be
      conclusive evidence of the principal amount of the 2008 Notes Debt from
      time to time; and (z) the global note representing the 2009 Notes and the
      relevant entries thereon shall be conclusive evidence of the principal
      amount of the 2009 Notes Debt from time to
time.

                


        

         

        ARTICLE
4 - MISCELLANEOUS

         

        
          	
                  Section
      4.01.

                	
                  Term
      of Agreement

                


        

         

        This
Agreement shall continue in force until the latest of the occurrence of either
of the 2005 Notes Discharge Date, the 2007 Notes Discharge Date, the 2008 Notes
Discharge Date and the 2009 Notes Discharge Date.

         

        
          	
                  Section
      4.02.

                	
                  Entire
      Agreement; Amendment and Waiver

                


        

         

        This
Agreement and the documents referred to herein constitute the entire obligation
of the Parties 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 this Agreement (including, without
limitation, this Section 4.02) shall be in writing, signed by all
Parties.

         

        
          	
                  Section
      4.03.

                	
                  Notices

                


        

         

        Any
notice or other communication to be given or made under this Agreement to any
Party shall be in writing.  Except as otherwise provided in this
Agreement, such notice 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 its signature to this Agreement or at such other
address as such Party designates by notice to the Party giving or making such
notice or other communication.


        
          
             


          

          
            13

            
              

            

          

          
             


          

        

         

        
          	
                  Section
      4.04.

                	
                  Governing
      Law and Arbitration

                


        

         

        
          	
                  (a)

                	
                  This
      Agreement shall be governed by and construed in accordance with the laws
      of England and Wales.

                


        

         

        
          	
                  (b)

                	
                  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 the London Court of International
      Arbitration.  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.

                


        

         

        
          	
                  Section
      4.05.

                	
                  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; provided, however, that neither the
      2005 Trustee, the 2007 Trustee, the 2008 Trustee nor the 2009 Trustee
      shall assign or transfer any interest it has under this Agreement or the
      Security unless the assignee or transferee undertakes to be bound by the
      provisions of this Agreement.

                


        

         

        
          	
                  (b)

                	
                  For
      the avoidance of doubt, the Obligors shall not have any rights under this
      Agreement, the provisions of which are only for the benefit of the the
      2005 Trustee, the 2007 Trustee, the 2008 Trustee or the 2009 Trustee (as
      applicable).

                


        

         

        
          	
                  (c)

                	
                  Except
      as provided in this Section 4.05, none of the terms of this Agreement are
      intended to be enforceable by any third party. A person who is not a party
      to this Agreement has no right under the Contracts (Rights of Third
      Parties) Act 1999 to enforce or to enjoy the benefit of any term of this
      Agreement.

                


        

         

        
          	
                  Section
      4.06.

                	
                  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.

         

        


         

        [Intentionally left blank]

      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Execution
Version

       

       

      IN WITNESS WHEREOF, the
parties hereto, acting through their duly authorised representatives, have
caused this Deed to be executed and delivered as a Deed on the date first above
written.

       

      THE
OBLIGORS

       

      


       

       

      EXECUTED
and DELIVERED as
a DEED

       

      for and
on behalf of

       

      CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

       

      


       

      


       

      


       

       

      
        	
                By:

              	
                /s/ Charles
      Frank

              


      

       

      
        	
                Name:

              	
                Charles
      Frank

              


      

      
        	
                Title:

              	
                Chief
      Financial Officer

              


      

       

       

      
        	
                Address:

              	
                c/o
      CME Development Corp.

              


      

       

      52
Charles Street

      


      London
W1J 5EU

      


       

      
        	
                Facsimile:

              	
                +44
      20 7127 5801

              


      

       

       

      
        	
                Attention:

              	
                General
      Counsel

              


      

      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

Execution
Version

       

      


      EXECUTED and DELIVERED as a DEED

       

      for and
on behalf of

       

      CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.

      
 

       

       

       

       

       

       

      
        	
                By:

              	
                /s/ Oliver
      Meister

              


      

       

      
        	
                Name:

              	
                Oliver
      Meister

              


      

      
        	
                Title:

              	
                Managing
      Director

              


      

       

       

      
        	
                Address:

              	
                c/o
      CME Development Corp.

              


      

       

      52
Charles Street

      


      London
W1J 5EU

      


       

      
        	
                Facsimile:

              	
                +44
      20 7127 5801

              


      

       

       

      
        	
                Attention:

              	
                General
      Counsel

              


      

      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

Execution
Version

       

       

      EXECUTED and DELIVERED as a DEED

       

      for and
on behalf of

       

      CME
MEDIA ENTERPRISES B.V.

       

      


       

       

       

       

       

       

      
        	
                By:

              	
                /s/ David
      Sturgeon

              


      

       

      
        	
                Name:

              	
                David
      Sturgeon

              


      

      
        	
                Title:

              	
                Managing
      Director

              


      

       

      


       

       

       

      
        	
                Address:

              	
                Dam
      5B

              


      

       

      1012JS
Amsterdam

       

      The
Netherlands

      
 

      
        	
                Facsimile:

              	
                +31-20-4-231-404

              


      

       

       

      
        	
                Attention:

              	
                Managing
      Director

              


      

      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

Execution
Version

       

       

      The
2005 Trustee

       

      EXECUTED and DELIVERED as a DEED

       

      for and
on behalf of

       

      THE
BANK OF NEW YORK MELLON

       

      


       

      


       

      


       

       

      
        	
                By:

              	
                /s/ Noora
      Pahkala

              


      

       

      
        	
                Name:

              	
                Noora
      Pahkala

              


      

      
        	
                Title:

              	
                Senior
      Associate

              


      

       

       

      
        	
                in
      the presence of:

              	
                /s/ Orla
      Forrester

              


      

       

       

       

       

      
        	
                Address:

              	
                c/o
      One Canada Square

              


      

       

      London
E14 SAL

       

       

      
        	
                Facsimile:

              	
                +44
      -20-7964-8819

              


      

       

       

      
        	
                Attention:

              	
                Corporate
      Trust Services

              


      

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Execution
Version

       

       

      EBRD

       

      EXECUTED and DELIVERED as a DEED

       

      for and
on behalf of

       

      EUROPEAN
BANK

       

      FOR
RECONSTRUCTION AND DEVELOPMENT

       

      


       

      


       

      


       

       

      
        	
                By:

              	
                /s/ Chris
      Taubman

              


      

       

      
        	
                Name:

              	
                Chris
      Taubman

              


      

      
        	
                Title:

              	
                Senior
      Banker

              


      

       

       

      
        	
                Address:

              	
                One
      Exchange Square

              


      

       

      London
EC2A 2JN

       

      United
Kingdom

       

       

      
        	
                Facsimile:

              	
                +44-20-7338-6100

              


      

       

       

      
        	
                Attention:

              	
                Operation
      Administration Unit

              


      

      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      Execution
Version

       

       

      The
2007 Trustee

       

      EXECUTED and DELIVERED as a DEED

       

      for and
on behalf of

       

      BNY
CORPORATE TRUSTEE SERVICES LIMITED

       

      


       

      


       

      


       

       

      
        	
                By:

              	
                /s/ Noora
      Pahkala

              


      

       

      
        	
                Name:

              	
                Noora
      Pahkala

              


      

      
        	
                Title:

              	
                Senior
      Associate

              


      

       

       

      
        	
                in
      the presence of:

              	
                /s/ Orla
      Forrester

              


      

       

       

      
        	
                Address:

              	
                One
      Canada Square

              


      

       

      London
E14 5AL

       

      United
Kingdom

       

       

      
        	
                Facsimile:

              	
                +44
      -20-7964-8819

              


      

       

       

      
        	
                Attention:

              	
                Corporate
      Trust Services

              



        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

Execution
Version

       

       

      EXECUTED and DELIVERED as a DEED

       

      for and
on behalf of

       

      THE
BANK OF NEW YORK MELLON

       

      


       

      


       

      


       

       

      
        	
                By:

              	
                /s/ Noora
      Pahkala

              


      

       

      
        	
                Name:

              	
                Noora
      Pahkala

              


      

      
        	
                Title:

              	
                Senior
      Associate

              


      

       

       

      
        	
                in
      the presence of:

              	
                /s/ Orla
      Forrester

              


      

       

      
        	
                Address:

              	
                One
      Canada Square

              


      

       

      London
E14 5AL

       

      United
Kingdom

       

       

      
        	
                Facsimile:

              	
                +44
      -20-7964-8819

              


      

       

       

      
        	
                Attention:

              	
                Corporate
      Trust Services

              



        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

Execution
Version

       

       

      The
2008 Trustee

       

      EXECUTED and DELIVERED as a DEED

       

      for and
on behalf of

       

      THE
BANK OF NEW YORK MELLON

       

      


       

      


       

      


       

       

      
        	
                By:

              	
                /s/ Noora
      Pahkala

              


      

       

      
        	
                Name:

              	
                Noora
      Pahkala

              


      

      
        	
                Title:

              	
                Senior
      Associate

              	
                WITNESSED
      BY ORLA FORRESTER

              


      

       

      
        	
                By:

              	
                /s/ Melissa
      Laidley

              	
                /s/ Orla
      Forrester

              


      

       

      
        	
                Name:

              	
                Melissa
      Laidley

              


      

      
        	
                Title:

              	
                Senior
      Associate

              


      

       

      
        	
                Address:

              	
                One
      Canada Square

              


      

       

      London
E14 5AL

       

      United
Kingdom

       

       

      
        	
                Facsimile:

              	
                +44
      -20-7964-8819

              


      

       

       

      
        	
                Attention:

              	
                Corporate
      Trust Services

              



        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

Execution
Version

       

       

      The
2009 Note Trustee

       

      EXECUTED and DELIVERED as a DEED by

       

      THE
BANK OF NEW YORK MELLON

       

      acting
by its duly authorised signatory

       

      


       

      


       

       

       

       

      
        	
                By:

              	
                /s/ Noora
      Pahkala

              


      

       

      
        	
                Name:

              	
                Noora
      Pahkala

              


      

      
        	
                Title:

              	
                Senior
      Associate

              	
                WITNESSED
      BY ORLA FORRESTER

              


      

       

      
        	
                By:

              	
                /s/ Melissa
      Laidley

              	
                /s/ Orla
      Forrester

              


      

       

      
        	
                Name:

              	
                Melissa
      Laidley

              


      

      
        	
                Title:

              	
                Senior
      Associate

              


      

       

       

      
        	
                Address:

              	
                One
      Canada Square

              


      

       

      London
E14 5AL

       

      United
Kingdom

       

       

      
        	
                Facsimile:

              	
                +44
      -20-7964-8819

              


      

       

       

      
        	
                Attention:

              	
                Corporate
      Trust Services

              


      

      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      Execution
Version

       

       

      The
2009 Security Trustee

       

      EXECUTED and DELIVERED as a DEED

       

      for and
on behalf of

       

      THE
LAW DEBENTURE TRUST CORPORATION p.l.c.

       

      


       

       

       

       

       

       

      
        	
                By:

              	
                /s/ Julian
      Mason-Jebb

              


      

       

      
        	
                Name:

              	
                Julian
      Mason-Jebb

              


      

      
        	
                Title:

              	
                Director

              


      

       

      
        	
                By:

              	
                /s/ Richard
      Rance

              


      

       

      
        	
                Name:

              	
                R.D.
      Rance

              


      

      
        	
                Title:

              	
                Director

              


      

       

       

      
        	
                Address:

              	
                Fifth
      floor

              


      

       

      100 Wood
Street

       

      London
EC2V 7EX

       

       

      
        	
                Facsimile:

              	
                +44
      -20-7606-0643

              


      

       

       

      
        	
                Attention:

              	
                The
      Manager, Commercial Trusts