ex10_4.htm


    
      

    

    Exhibit
10.4

    


    22 July
2009

    


    ALSTROM
BUSINESS CORP

    


    MICHALAKIS
TSITSEKKOS

    


    IGOR
VALERYEVICH KOLOMOISKY

    


    IHOR
MYKHAILOVICH SURKIS

    


    CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

    


    CME
UKRAINE HOLDING B.V.

    


    CME
CYPRUS HOLDING LIMITED

    


    
      
        
          

        



    

    FIRST
AMENDED AND RESTATED 

    FRAMEWORK
AGREEMENT

     

    
      
        
 

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    CONTENTS

    


    
      	 
      	
              Clause

            	
              Page

            
	 
      	 
      	 
      
	
              1.

            	
              Definitions
      and Interpretation

            	
              5

            
	
              2.

            	
              Contributions
      and Subscriptions

            	
              12

            
	
              3.

            	
              Closing

            	
              13

            
	
              4.

            	
              Warranties

            	
              17

            
	
              5.

            	
              Certain
      Covenants

            	
              19

            
	
              6.

            	
              Termination

            	
              24

            
	
              7.

            	
              Indemnities
      and Liabilities

            	
              24

            
	
              8.

            	
              Control
      Retention; No Interference; Certain Costs

            	
              27

            
	
              9.

            	
              Confidentiality

            	
              28

            
	
              10.

            	
              Assignment

            	
              29

            
	
              11.

            	
              Miscellaneous

            	
              29

            
	
              12.

            	
              Governing
      Law and Arbitration

            	
              32

            


    

     

    
      Schedules

      


      
        	
                Schedule
      1 – Form of Shareholders' Agreement

              
	
                Schedule
      2 – Warranties

              
	
                Schedule
      3 – Actions Pending Closing

              
	
                Schedule
      4 – CME Restructuring

              
	
                Schedule
      5 – TET Restructuring

              
	
                Schedule
      6 – Form of Alstrom Disclosure Letter

              
	
                Schedule
      7 – Alstrom Parties' Deliverables

              
	
                Schedule
      8 – CME Parties' Deliverables

              


      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS FRAMEWORK AGREEMENT (this
"Agreement") is made
this 22nd day
of July, 2009 by and among:

    


    
      	
              1.

            	
              Alstrom Business Corp, a
      company organized and existing under the Laws of the British Virgin
      Islands with its registered address at Intershore Chambers, P.O.Box 4342,
      Road Town, Tortola, British Virgin Islands ("Alstrom");

            


    

    


    
      	
              2.

            	
              Michalakis Tsitsekkos, a
      citizen of Republic of Cyprus residing at Stadiou, 37A Aglantzia, P.C.
      2103, Nicosia, Cyprus, passport No. C355717, issued on 11 December 2001
      ("Alstrom
      Nominee");

            


    

    


    
      	
              3.

            	
              Igor Valeryevich
      Kolomoisky, a citizen of Israel residing at St. Galey Thelet 48,
      Herzeliya, Israel, 46640, passport No. 10905729, issued on 2 October 2005
      ("Kolomoisky");

            


    

    


    
      	
              4.

            	
              Ihor Mykhailovich
      Surkis, a citizen of
      Ukraine, residing at 11, Dimitrova str. Flat 5, Kiev, Ukraine, passport
      No. EC342649, issued on 17 November 2005 ("Surkis", and together
      with Kolomoisky and Alstrom Nominee, the "Alstrom Owners", and
      together with Kolomoisky and Alstrom, the "Alstrom
      Parties");

            


    

    


    
      	
              5.

            	
              Central European Media
      Enterprises Ltd., a company organized under the Laws of Bermuda
      with its registered address at Clarendon House, 2 Church Street, HM 11,
      Hamilton, Bermuda ("CME Ltd.");

            


    

    


    
      	
              6.

            	
              CME Ukraine Holding
      B.V., a besloten
      vennootschap met beperkte aansprakelijkheid organized under the laws of the
      Netherlands with its registered address at Dam 5B, JS1012 Amsterdam,
      the Netherlands ("Ukraine
      Holding"); and

            


    

    


    
      	
              7.

            	
              CME Cyprus Holding
      Limited, a wholly-owned subsidiary of CME Ltd. and a limited
      liability company organized and existing under the Laws of Cyprus,
      identification code No. 155308 , located at 199 Makarios III Avenue,
      Neocleous House, P.O. Box 50613, CY – 3608, Limassol, the Republic of
      Cyprus,  (the "Company", and together
      with CME Ltd. and Ukraine Holding, the "CME
      Parties"),

            


    

    


    (individually
a "Party" and together
the "Parties").

    


    WHEREAS:

    


    
      	
              (A)

            	
              Alstrom,
      Alstrom Nominee, Kolomoisky, Surkis, CME Ltd. and the Company (the "Original Parties")
      entered into the Framework Agreement, dated 2 July 2009 (the "Original Framework
      Agreement").

            


    

    


    
      	
              (B)

            	
              The
      Original Parties and Ukraine Holding now desire that (i) the Original
      Framework Agreement (including the schedules thereto) be amended and
      restated in its entirety by this Agreement and (ii) Ukraine
      Holding accede to this Agreement as if it had been a party to the Original
      Framework Agreement.

            


    

    


    
      	
              (C)

            	
              Kolomoisky
      and Surkis are, collectively, the sole Beneficial Owners (as defined
      below) of 100% of the issued share capital of Alstrom, and the Alstrom
      Nominee is the sole legal owner of 100% of the issued share capital of
      Alstrom.

            


    

    


    
      	
              (D)

            	
              Kolomoisky
      and Surkis are, collectively, the Beneficial Owners of (i) CJSC
      Telecompany "TET", a limited liability company organized and existing
      under the Laws of Ukraine, located at 44, Peremogy Аvе.,
      03057, Kyiv, Ukraine ("TET"), and (ii) "TET
      Production" LLC, a limited liability company organized and existing under
      the Laws of Ukraine, located at 44, Peremogy Аvе.,
      03057, Kyiv, Ukraine ("TET Production", and
      together with TET and each of their respective Subsidiaries, the "TET Group"), which TET
      Group conducts television business in
Ukraine.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              (E)

            	
              The
      Alstrom Owners have caused, or promptly after the date of this Agreement
      the Alstrom Owners will cause, 100% of the shares issued as securities of
      TET and 100% of the ownership interests of TET Production to be
      transferred to Bredgat Holdings Ltd, a private limited liability company
      organized and existing under the Laws of Cyprus ("Holding
      Company").  As a result of these transfers, the Alstrom
      Owners will be, collectively, the sole Beneficial Owners of the Holding
      Company.  Furthermore, prior to Closing (as defined below), the
      Alstrom Owners will cause the entire issued share capital of Holding
      Company to be contributed to Alstrom.  As a result of this
      transfer, the Alstrom Owners will be the sole Beneficial Owners of
      Alstrom.

            


    

    


    
      	
              (F)

            	
              CME
      Ltd. is the sole Beneficial Owner of the Company and is the indirect owner
      of the Studio 1+1 and Kino Group (as defined below) and has caused, or
      prior to Closing will cause, the Company to become the indirect owner of
      100% of the ownership interests of each of (i) Studio 1+1
      LLC, a limited liability company organized and existing under the Laws of
      Ukraine ("Studio
      1+1"), (ii) Gravis-Kino
      LLC, a limited liability company organized and existing under the Laws of
      Ukraine ("Gravis"), (iii) TOR LLC, a
      limited liability company organized and existing under the Laws of Ukraine
      ("TOR"), (iv) ZHYSA LLC,
      a limited liability company organized and existing under the Laws of
      Ukraine ("ZHYSA"),
      (v) TV
      Stimul ("Stimul"),
      a limited liability company organized and existing under the Laws of
      Ukraine, (vi)
      Ukrpromtorg-2003 LLC ("Ukrpromtorg"), a limited
      liability company organized and existing under the Laws of Ukraine, (vii) Ukrainian
      Media Services LLC, a limited liability company organized and existing
      under the Laws of Ukraine ("UMS"), (viii) 1+1
      Production LLC, a limited liability company organized and existing under
      the Laws of Ukraine ("1+1
      Production"), (ix) TV Media
      Planet Limited, a limited liability company organized and existing under
      the Laws of Cyprus ("TV
      Media Planet"), (x)
      International Media Services Ltd., a company limited by shares organized
      and existing under the Laws of Bermuda ("IMS"), (xi) Innova Film
      GmbH, a limited liability company organized and existing under the Laws of
      Germany ("Innova
      Film"), (xii) Grintwood
      Investments Limited, a limited liability company organized and existing
      under the Laws of Cyprus ("Grintwood"), and (xiii) Grizard
      Investments Limited, a limited liability company organized and existing
      under the Laws of Cyprus ("Grizard", together with
      Ukraine Holding, Studio 1+1, Gravis, TOR, ZHYSA, Stimul, Ukrpromtorg, UMS,
      1+1 Production, TV Media Planet, IMS, Innova Film and Grintwood, the
      "Studio 1+1 and Kino
      Group"), which companies conduct television, broadcasting, media
      production and advertising business in
Ukraine.

            


    

    


    
      	
              (G)

            	
              Pursuant
      to the terms of this Agreement and the other Transaction Documents (as
      defined below), the Parties desire that the Company own and indirectly
      operate the TET Group and the Studio 1+1 and Kino
  Group.

            


    

    


    
      	
              (H)

            	
              Subject
      to the terms of this Agreement, Alstrom will (i) make an
      equity contribution to the Company in the amount of US$100,000,000 in cash
      in exchange for the allotment of share capital of the Company, after which
      allotment Alstrom will hold 49% (4,804 Shares) and CME Ltd. will hold 51%
      (5,000 Shares) of the issued share capital of the Company (the "Alstrom Cash
      Contribution"), and (ii) transfer
      100% of the issued share capital of Holding Company to Ukraine Holding in
      consideration of a payment of EUR 1,000 (the "Holding Company
      Transfer").

            


    

    


    NOW THEREFORE, in
consideration of the foregoing recitals and the mutual representations,
covenants, warranties and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              1.

            	
              DEFINITIONS
      AND INTERPRETATION

            


    

    


    1.1           Definitions.

    


    For the
purposes of this Agreement, and unless the context requires otherwise, the
following terms have the meanings given to them below:

    


    "1+1 Production" has the
meaning set forth in the Recitals;

    


    "Affiliate" means, with respect
to a specified Person, any Person that directly or indirectly Controls, is
Controlled by or is under common Control with the specified Person. For the
purposes of this Agreement, Kolomoisky is an Affiliate of Alstrom;

    


    "Affiliate Transaction" has the
meaning set forth in Section 16.2 of Part C of Schedule 2;

    


    "Agreement" has the meaning set
forth in the preamble;

    


    "Alstrom" has the meaning set
forth in the preamble;

    


    "Alstrom Cash Contribution" has
the meaning set forth in the Recitals;

    


    "Alstrom Disclosure Letter"
means Alstrom's disclosure letter (if any) in the form set forth in Schedule 6
to be delivered to and agreed and accepted (but only if agreed and accepted) by
the CME Parties in accordance with Clauses 5.3(b) and 5.3(c);

    


    "Alstrom Indemnitee" has the meaning
set forth in Clause 7.1;

    


    "Alstrom Nominee" has the
meaning set forth in the preamble;

    


    "Alstrom Owners" has the
meaning set forth in the preamble;

    


    "Alstrom Owner Warranty" means
each representation and warranty given by each Alstrom Owner pursuant to Clause
4.1 hereof in relation to each statement applicable to it contained in Part A of
Schedule 2, and "Alstrom Owner
Warranties" means all of those representations and
warranties;

    


    "Alstrom Parties" has the
meaning set forth in the preamble;

    


    "Alstrom Parties' Deliverables"
means those Closing deliverables set out in Schedule 7;

    


    "Alstrom Warranty" means each
representation and warranty given by Alstrom pursuant to Clause 4.1 and 4.2
hereof in relation to each statement applicable to it contained in Part A of
Schedule 2 and each statement contained in Section 1 of Part B of Schedule 2,
and "Alstrom Warranties"
means all of those representations and warranties;

    


    "Anti-Money Laundering Laws"
has the meaning set forth in Section 1.8 of Part B of Schedule 2;

    


    "Applicable Laws" has the
meaning set forth in Section 1.5 of Part B of Schedule 2;

    


    "Articles" means the articles
of association of the Company as amended from time to time in accordance with
this Agreement and any other Transaction Documents;


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    "Assets" means any of the
assets (real and personal, tangible and intangible, including all Intellectual
Property) that are used or held for use in connection with the business of any
TET Group Entity or any Studio 1+1 and Kino Group Entity or the Company, as
applicable;

    


    "Audited Financial Statements"
has the meaning set forth in Section 8.1 of Part C of Schedule 2;

    


    "Balance Sheet Date" has the
meaning set forth in Section 8.1 of Part C of Schedule 2;

    


    "Beneficial Owner" means, in
respect of any Person, the Person(s) with ultimate effective Control over the
first Person;

    


    "Business Day" means a day, not
being a Saturday or Sunday, when banks are open in Nicosia (Cyprus), London
(England) and Kyiv (Ukraine) for commercial business;

    


    "Closing" has the meaning set
forth in Clause 3.1;

    


    "Closing Date" has the meaning set
forth in Clause 3.3;

    


    "Closing Date Documents" means
the Shareholders' Agreement, the Cyprus Contribution Agreement and any other
Transaction Documents that Alstrom, CME Ltd. and the Company may agree are to be
exchanged at Closing;

    


    "Closing Memorandum" has the meaning
set forth in Clause 3.2(a)(i);

    


    "CME Disclosure Letter" means
the disclosure letter of CME Ltd. and the Company (if any) in the form set forth
in Schedule 6 (with appropriate changes to reflect the senders and addressee),
which may be delivered to and agreed and accepted (but only if agreed and
accepted) by Alstrom in accordance with Clause 5.3(d);

    


    "CME Indemnitee" has the meaning
set forth in Clause 7.2;

    


    "CME Ltd." has the meaning set
forth in the preamble;

    


    "CME Parties" has the meaning
set forth in the preamble;

    


    "CME Parties' Deliverables"
means those Closing deliverables set out in Schedule 8;

    


    "CME Restructuring" means the
transfer of 100% of the direct or indirect ownership interests of Studio 1+1 and
Kino Group to the Company, as fully set out in Schedule 4 hereto, and the
occurrence of Successful Registration of Gravis, TOR, Ukrpromtorg, UMS and
ZHYSA;

    


    "CME Warranty" means each
representation and warranty given by CME Ltd. pursuant to Clause 4.1 hereof in
relation to each statement applicable to it contained in Part A of Schedule 2
and pursuant to Clause 4.3 in relation to each statement contained in Section 2
of Part B of Schedule 2, and "CME Warranties" means all of
those representations and warranties;

    


    "Company" has the meaning set
forth in the preamble;

    


    "Company Warranty" means each
representation and warranty given by the Company pursuant to Clause 4.1 hereof
in relation to each statement applicable to it contained in Part A of Schedule
2, and "Company
Warranties" means all of those representations and
warranties;


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    "Constitutional Documents"
means, in respect of any legal Person, the charter, memorandum and articles of
association and/or other organizational documents of such Person, as
applicable;

    


    "Control" means the power to
direct or cause the direction of the management or policy of any Person,
directly or indirectly, through family or other relationship (if a natural
person), the holding of securities or other participation interests, by virtue
of an agreement or on other grounds, and "Controlling" and "Controlled" have the
correlative meanings proceeding from this term;

    


    "Current Budget" has the
meaning set forth in Section 4 of Part A of Schedule 3;

    


    "Cyprus Contribution Agreement"
means the agreement to be entered into by Alstrom and the Company on the Closing
Date, in the form as is customary and as may be reasonably agreed by such
Parties prior to Closing;

    


    "Due Diligence Completion Date"
has the meaning set forth in Clause 5.3(b);

    


    "Exchange Act" means the U.S.
Securities Exchange Act of 1934, as amended;

    


    "Existing Dispute" has the
meaning set forth in Clause 12.2(c);

    


    "Financial Statements" has the
meaning set forth in Section 8.1 of Part C of Schedule 2;

    


    "FSMA" means the Financial
Services and Markets Act 2000;

    


    "Fundamental Studio 1+1 and Kino Group
Warranty" means each representation and warranty given by CME Ltd. and
the Company pursuant to Clause 4.5 hereof in relation to each statement
contained in Section 1, 2, 3 and 9 of Part D of Schedule 2, and "Fundamental Studio 1+1 and Kino Group
Warranties" means all those representations and warranties;

    


    "Fundamental TET Group Warranty" means each
representation and warranty given by Alstrom pursuant to Clause 4.4 hereof in
relation to each statement contained in Section 1, 2, 3 and 19 of Part C of
Schedule 2, and "Fundamental TET Group Warranties" means
all of those representations and warranties;

    


    "Fundamental Warranties" means
any of the CME Warranties, Company Warranties, Ukraine Holding Warranties,
Alstrom Warranties, Alstrom Owner Warranties, the Fundamental Studio 1+1 and
Kino Group Warranties or the Fundamental TET Group Warranties;

    


    "Governmental Authority" means
any state or any political subdivision thereof; any entity, authority or body
exercising executive, legislative, judicial, regulatory or administrative
functions on behalf of the state or its political subdivision, including any
government authority, ministry, agency, department, board, commission or
instrumentality and subdivisions thereof; any court, tribunal or arbitrator; and
any self-regulatory organization acting on behalf of the state or itself
pursuant to the rights granted thereto by applicable Law;

    


    "Gravis" has the meaning set
forth in the Recitals;

    


    "Grintwood" has the meaning set
forth in the Recitals;

    


    "Grizard" has the meaning set
forth in the Recitals;

    


    "Holding Company" has the
meaning set forth in the Recitals;


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    "Holding Company Purchase
Agreement" means the agreement for the sale and purchase of all of the
shares of Holding Company to be entered into by Alstrom and Ukraine Holding on
the Closing Date, in the form as is customary and as may be reasonably agreed by
such Parties prior to Closing;

    


    "Holding Company Transfer" has
the meaning set forth in the Recitals;

    


    "IMS" has the meaning set forth
in the Recitals;

    


    "Indemnified Party" has the
meaning set forth in Clause 7.3(a);

    


    "Indemnifying Party" has the
meaning set forth in Clause 7.3(a);

    


    "Indemnitee" has the meaning
set forth in Clause 7.2;

    


    "Indemnity Claim" has the
meaning set forth in Clause 7.3(a);

    


    "Indenture Compliance Opinion"
has the meaning set forth in Clause 3.1(b)(iv);

    


    "Innova Film" has the meaning
set forth in the Recitals;

    


    "Inquiring Party" has the
meaning set forth in Clause 5.1(f);

    


    "Intellectual Property" means
all trademarks, service marks, trade names, trade dress, including all goodwill
associated with the foregoing, domain names, copyrights, software, Internet
sites, mask works and other semiconductor chip rights, and similar rights, and
registrations and applications to register or renew the registration of any of
the foregoing, patents and patent applications, trade secrets and all
similar intellectual property rights;

    


    "Kolomoisky" has the meaning
set forth in the preamble;

    


    "Law" means all applicable
(i) provisions
of all constitutions, treaties, statutes, laws, customs, codes, rules,
regulations, ordinances, orders and official opinions and interpretations of any
Governmental Authority having the force of law, (ii) approvals of any
Governmental Authority, and (iii) orders,
decisions, injunctions, judgments, awards and decrees of or agreements with any
Governmental Authority;

    


    "LCIA Rules" has the meaning set
forth in Clause 12.2(a);

    


    "Lien" means any mortgage,
pledge, deed of trust, hypothecation, right of third Persons, claim, security
interest, title defect, title retention agreement, lease, sublease, license
agreement, occupancy agreement, easement, covenant, condition, encroachment,
voting trust agreement, interest, option, right of first offer, proxy, lien,
charge or other restrictions or limitations of any nature
whatsoever;

    


    "Litigation" means any action,
cease and desist letter, demand, suit, arbitration proceeding, administrative or
regulatory proceeding, citation, summons or subpoena of any nature, civil,
criminal, regulatory or otherwise, in law or in equity;

    


    "Losses" has the meaning set
forth in Clause 7.1;

    


    "Management Accounts" means the
quarterly unaudited financial statements of TET and TET Production, consisting
of combined profit and loss accounts and combined cash flows for the monthly
period prior to the Management Accounts Date prepared in US Dollars on the basis
of statutory accounts held according to Ukrainian Accounting Standards with
further adjustments based on generally accepted accounting principles in the
United States;


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    "Management Accounts Date"
means the last date of the relevant quarter for which the Management Accounts
reviewed by CME Ltd. as part of its due diligence have been
prepared;

    


    "Material Adverse Effect" means
a material adverse effect on or material adverse change to the business, results
of operations, condition (financial or otherwise), prospects, Assets or
liabilities of the TET Group or Studio 1+1 and Kino Group or the Company (as
applicable) taken as a whole;

    


    "Material Contract" has the
meaning set forth in Section 10.3 of Part C of Schedule 2;

    


    "Minter" means Minter TV
Productions Limited, a limited liability company organized and existing under
the Laws of Cyprus, identification code No. 155516, located at Zinas Kanther
& Origenous, P.C. 3035, Limassol, Cyprus;

    


    "Minter Assignments" has the
meaning set forth in Clause 5.1(c)(i);

    


    "Minter Contracts" means all of
the licensing agreements and any other contracts of the TET Group business
entered into or in force prior to the Closing Date between Minter and any third
party in respect of programming or other assets used or able to be used by any
TET Group Entity;

    


    "Original Framework Agreement"
has the meaning set forth in the Recitals;

    


    "Original Parties" has the
meaning set forth in the Recitals;

    


    "Owned Intellectual Property"
has the meaning set forth in Section 14.1 of Part C of Schedule 2;

    


    "Party" has the meaning set
forth in the preamble;

    


    "Person" or "Persons" means any physical
person, corporation, general partnership, simple partnership, limited
partnership, limited liability partnership, limited liability company,
proprietorship, other business organization, trust, union, association or
Governmental Authority, whether incorporated or unincorporated;

    


    "Proposed Business Plan" has
the meaning set forth in Clause 5.4;

    


    "RED Permits" has the meaning
set forth in Clause 5.6(a)(iii);

    


    "Registered Revised Charter"
means the registered charter of (i) TET, (ii) TET Production,
(iii) Gravis,
(iv) TOR,
(v) ZHYSA,
(vi)
Ukrpromtorg and (vii) UMS,
respectively, in each case bearing the seal of the relevant Governmental
Authority and signed by the appropriate registrar and reflecting the new direct
owner of such entity contemplated in the TET Restructuring or the CME
Restructuring, as applicable;

    


    "Reissued Licenses" means each
broadcasting license currently held by each of (i) TET, (ii) the Subsidiaries
of TET, (iii)
Gravis, (iv)
TOR and (v)
ZHYSA, in each case issued by the relevant Governmental Authority, reflecting
the ownership of such Person as set out in the relevant Registered Revised
Charter;

    


    "Related Dispute" has the
meaning set forth in Clause 12.2(c);


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    "Responding Party" has the
meaning set forth in Clause 5.1(f);

    


    "SEC Filed Ukrainian
Information" has the meaning set forth in Section 7 of Part D of Schedule
2;

    


    "Securities Act" means the U.S.
Securities Act of 1933, as amended;

    


    "Shareholders' Agreement" means
the agreement to be entered into by the Alstrom Owners, Alstrom, CME Ltd. and
the Company on the Closing Date, substantially in the form of Schedule 1
hereof;

    


    "Shares" means the issued
ordinary shares of nominal value of 1 (one) EURO each in the capital of the
Company issued by the Company from time to time; "Share" means any and each of
the Shares;

    


    "Stimul" has the meaning set
forth in the Recitals;

    


    "Studio 1+1" has the meaning
set forth in the Recitals;

    


    "Studio 1+1 and Kino Group" has
the meaning set forth in the Recitals;

    


    "Studio 1+1 and Kino Group
Entities" means the members of the Studio 1+1 and Kino Group and their
Subsidiaries;

    


    "Studio 1+1 and Kino Group
Warranty" means each representation and warranty given by CME Ltd. and
the Company pursuant to Clause 4.5 hereof in relation to each statement
contained in Part D of Schedule 2, and "Studio 1+1 and Kino Group
Warranties" means all those representations and warranties;

    


    "Subscription Shares" has the
meaning set forth in Clause 2.2(a);

    


    "Subsidiary" means with respect
to any Person, at the time in question, any other Person who, directly or
indirectly through one or more intermediaries, is Controlled by such first
Person;

    


    "Successful Registration" means, (i) in respect of each
of the legal entities organized in Ukraine and involved in the TET Restructuring
and the CME Restructuring, the receipt of the Registered Revised Charter of such
Person and (ii)
with respect to TET, the Subsidiaries of TET, Gravis, ZHYSA and TOR, the receipt
by such Person of the respective Reissued Licenses;

    


    "Surkis" has the meaning set
forth in the preamble;

    


    "Tax" means any federal,
national, state, local or foreign income, alternative, minimum, accumulated
earnings, personal holding company, franchise, capital stock, profits, windfall
profits, gross receipts, sales, use, value added, transfer, registration, stamp,
premium, excise, customs duties, severance, environmental, real property,
personal property, ad valorem, occupancy, license, occupation, employment,
payroll, social security, disability, unemployment, workers' compensation,
withholding, estimated or other similar tax, duty, fee, assessment or other
governmental charge or deficiencies thereof (including all interest and
penalties thereon and additions thereto);

    


    "Tax Returns" means any
federal, national, state, local or foreign tax return, declaration, statement,
report, schedule, form or information return or any amendment to any of the
foregoing relating to Taxes;


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    "TET" has the meaning set forth
in the Recitals;

    


    "TET Group" has the meaning set
forth in the Recitals;

    


    "TET Group Entities" means Holding
Company, the members of the TET Group and all of their respective
Subsidiaries;

    


    "TET Group Licenses" means any
license, permit or approval required to conduct the business of the TET Group as
it is currently carried out, including the Reissued Licenses as these relate to
TET Group Entities;

    


    "TET Group Warranty" means each
representation and warranty given by Alstrom pursuant to Clause 4.4 hereof in
relation to each statement contained in Part C of Schedule 2, and "TET Group Warranties" means
all of those representations and warranties;

    


    "TET Group Tax Warranty" means each
representation and warranty given by Alstrom pursuant to Clause 4.4 hereof in
relation to each statement contained in Section 17 of Part C of Schedule 2, and
"TET Group Tax
Warranties" means all of those representations and
warranties;

    


    "TET Production" has the
meaning set forth in the Recitals;

    


    "TET Restructuring" means the
completion of the steps set out in the Recitals in respect of the transfer of
100% of the ownership interests of TET and TET Production to Alstrom, as fully
set out in Schedule 5 hereto, and the occurrence of Successful Registration of
TET and TET Production;

    


    "Third Party Claim" has the
meaning set forth in Clause 7.3(b);

    


    "TOR" has the meaning set forth
in the Recitals;

    


    "Transaction Documents" means
this Agreement, the Shareholders' Agreement, the Constitutional Documents, and
any other document or agreement (e.g., the Cyprus Contribution
Agreement and the Holding Company Purchase Agreement), and any amendment to the
foregoing, which the Parties execute to implement the transactions contemplated
thereby and designate as such;

    


    "Transfer" means, in respect of
any Person, to sell, transfer, pledge, loan, encumber, create a usufruct or
other interest for the benefit of any third party in, or otherwise dispose of
any share, or of any interest in or option over any shares, of such
Person;

    


    "TV Media Planet" has the
meaning set forth in the Recitals;

    


    "Ukrainian GAAP" has the
meaning set forth in Section 8.1 of Part C of Schedule 2;

    


    "Ukraine Holding" has the
meaning set forth in the preamble;

    


    "Ukraine Holding Warranty"
means each representation and warranty given by Ukraine Holding pursuant to
Clause 4.1 hereof in relation to each statement applicable to it contained in
Part A of Schedule 2, and "Ukraine Holding Warranties"
means all of those representations and warranties;

    


    "Ukrpromtorg" has the meaning
set forth in the Recitals;

    


    "UMS" has the meaning set forth
in the Recitals;


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    "Unaudited Financial
Statements" has the meaning set forth in Section 8.1 of Part C of
Schedule 2;

    


    "Warranty" means any of the CME
Warranties, Company Warranties, Ukraine Holding Warranties, Alstrom Warranties,
Alstrom Owner Warranties, Studio 1+1 and Kino Group Warranties or TET Group
Warranties; and

    


    "ZHYSA" has the meaning set
forth in the Recitals.

    


    
      	
              1.2

            	
              Interpretation and
      Rules of Construction.

            


    

    


    In this
Agreement, except to the extent otherwise provided or that the context otherwise
requires:

    


    
      	
               
      

            	
              (a)

            	
              when
      a reference is made in this Agreement to a Clause, Exhibit or Schedule,
      such reference is to a Clause of, or an Exhibit or Schedule to, this
      Agreement, unless otherwise
indicated;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      table of contents and headings for this Agreement are for reference
      purposes only and do not affect in any way the meaning or interpretation
      of this Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              whenever
      the words "include," "includes," or "including" are used in this
      Agreement, they are deemed to be followed by the words "without
      limitation";

            


    

    


    
      	
               
      

            	
              (d)

            	
              a
      reference to "US Dollar" or "US $" means the lawful currency of the United
      States of America;

            


    

    


    
      	
               
      

            	
              (e)

            	
              a
      reference to "EURO" or "EUR" means the lawful currency of the European
      Union;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      words "hereof," "herein," and "hereunder" and words of similar import,
      when used in this Agreement, refer to this Agreement as a whole and not to
      any particular provision of this
Agreement;

            


    

    


    
      	
               
      

            	
              (g)

            	
              all
      terms defined in this Agreement have the defined meanings when used in any
      certificate or other document made or delivered pursuant hereto, unless
      otherwise defined therein;

            


    

    


    
      	
               
      

            	
              (h)

            	
              references
      in the singular shall include references in the plural and vice versa,
      words denoting any gender shall include any other gender and words
      denoting natural persons shall include any other
  Persons;

            


    

    


    
      	
               
      

            	
              (i)

            	
              references
      to a Person are also to its successors and permitted
    assigns;

            


    

    


    
      	
               
      

            	
              (j)

            	
              references
      to this Agreement and/or any other agreement are deemed to be references
      to such agreement, as amended, modified or supplemented from time to
      time;

            


    

    


    
      	
               
      

            	
              (k)

            	
              references
      to "shares" shall be deemed to include any type of ownership interest
      applicable to a Person under the Laws of the jurisdiction of incorporation
      of such Person; and

            


    

    


    
      	
               
      

            	
              (l)

            	
              the
      use of "or" is not intended to be exclusive unless expressly indicated
      otherwise.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      
        	
                2. 

              	
                CONTRIBUTIONS
      AND SUBSCRIPTIONS

              


      

    

    


    2.1           Contributions.  Subject
to satisfaction of all of the conditions set forth in Clause 3.1, on the Closing
Date, Alstrom hereby agrees:

    


    
      	
               
      

            	
              (a)

            	
              to
      transfer, convey, assign and deliver to Ukraine Holding 100% of the issued
      share capital of Holding Company in consideration of the payment by
      Ukraine Holding to Alstrom of cash consideration of EUR 1,000 pursuant to
      the terms of the Holding Company Purchase Agreement;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              in
      exchange for the receipt of the Subscription Shares pursuant to Clause
      2.2(a), to make payment in accordance with Clause 3.2(a)(ii) of the
      Alstrom Cash Contribution to the Company, and the Company agrees to accept
      the Alstrom Cash Contribution.

            


    

    


    2.2           Subscriptions for the
Shares.

    


    
      	
               
      

            	
              (a)

            	
              Subject
      to satisfaction of the relevant conditions set forth in Clause 3.1, in
      consideration for the Alstrom Cash Contribution, the Company shall allot
      to Alstrom, and Alstrom shall subscribe for, 4,804 Shares (the "Subscription Shares"),
      the capital allocation of which represents 49% of the entire issued share
      capital of the Company upon Closing (on a post-subscription
      basis).  Each Subscription Share so issued shall have a nominal
      value of one (1) EURO and the remainder of the per-Subscription Share
      purchase price shall be treated as share
  premium.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Subscription Shares to be issued pursuant to Clause 2.2(a) shall rank
      pari passu in all
      respects with all other issued Shares.  Each Subscription Share
      shall entitle the holder thereof to exercise one (1) vote on the matters
      referred to the shareholders of the Company.  No other Shares or
      securities shall be issued by the Company at
  Closing.

            


    

    


    
      	
               
      

            	
              (c)

            	
              CME
      Ltd. hereby waives and agrees to procure the waiver of any and all
      pre-emption rights it may have in relation to any of the Subscription
      Shares, whether under the Constitutional Documents of the Company or
      otherwise.

            


    

    


    2.3           Allotment, Issue and
Transfer.  The Subscription Shares shall be allotted and issued
fully paid at Closing free from all Liens and with all the rights attaching to
them pursuant to this Agreement, any other Transaction Document and the
Articles.

    


    2.4           Share
Certificates.  Share certificates issued to Alstrom for the
Subscription Shares (as well as share certificates for other Shares to be issued
in the future (as the case may be)) shall be issued under the seal of the
Company and signatures of a director and the secretary of the
Company.

    


    
      	
              3.

            	
              CLOSING

            


    

    


    3.1           Conditions
Precedent.

    


    Completion
of the contributions and subscriptions contemplated by Clause 2 (the "Closing") shall be subject to
the fulfilment and satisfaction (or waiver in writing by the relevant Party or
Parties) of each of the following conditions precedent:

    


    
      	
               
      

            	
              (a)

            	
              General
      conditions precedent to the performance by the Parties of their respective
      obligations on the Closing Date:

            


    

    


    
      	
               
      

            	
              (i)

            	
              each
      of the CME Restructuring and the TET Restructuring shall have been
      completed;

            


    

    
      


      
        	
                 
      

              	
                (ii)

              	
                [Intentionally
  omitted];

              


      

    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              the
      Parties shall have made all required antimonopoly or merger control
      notifications required by the transactions contemplated hereby to occur at
      Closing and shall have received all required antimonopoly or merger
      control approvals or consents so required, in each case in form and
      substance reasonably satisfactory to the Parties, and no such
      notifications, consents and approvals shall have been
    revoked;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              all
      of the broadcasting licenses of the TET Group Entities and the Studio 1+1
      and Kino Group Entities shall have become effective and remain in full
      force and effect and shall not have been challenged or
      revoked;

            


    

    


    
      	
               
      

            	
              (v)

            	
              no
      Litigation shall have been filed and be pending, no Governmental Authority
      shall have notified any Party of its intention to commence, or recommend
      the commencement of, Litigation and no Law shall have been enacted,
      entered, enforced, promulgated or issued with respect to or deemed
      applicable, which in any case seeks or purports to challenge, prohibit,
      materially interfere with, materially limit, delay, restrain, impose
      damages or other material obligations in connection with or materially
      increase the cost of the consummation of the transactions contemplated by
      this Agreement and the other Transaction Documents, including the
      acquisition, ownership, control, operation, voting or disposition by the
      Company of the TET Group and/or the Studio 1+1 and Kino Group or the
      on-going business of the TET Group and/or the Studio 1+1 and Kino Group or
      the other Assets or operations of the TET Group Entities and/or the Studio
      1+1 and Kino Group Entities; and

            


    

    


    
      	
               
      

            	
              (vi)

            	
              consummation
      of the transactions contemplated hereby and by the other Transaction
      Documents shall not have been restrained, enjoined or otherwise prohibited
      or made illegal by any applicable Law, including any court order, and no
      such Law or order that would have such an effect shall have been
      threatened, promulgated, entered, issued or determined by any court or
      other Governmental Authority to be applicable to this Agreement or any
      other Transaction Document.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Conditions
      precedent to the performance by the Company, Ukraine Holding and CME Ltd.
      of their respective obligations on the Closing
  Date:

            


    

    


    
      	
               
      

            	
              (i)

            	
              there
      shall have been no breach of any Alstrom Warranty, Alstrom Owner Warranty
      or Fundamental TET Group Warranty and no material breach of any other TET
      Group Warranty, in each case at and as of the date when first given and at
      and as of the Closing Date with the same effect as though made at and as
      of the Closing Date, it being understood that, for purposes of determining
      the accuracy of any such Warranty, all monetary thresholds and other
      materiality qualifications set forth in such Warranty shall be
      disregarded.  Each of the Alstrom Owners and Alstrom shall have
      in all material respects duly performed and complied with all agreements,
      covenants and conditions required by this Agreement to be performed or
      complied with by it at or prior to Closing.  Alstrom shall have
      delivered to each of CME Ltd. and the Company a certificate, dated the
      Closing Date and signed by a duly authorized officer to the effect set
      forth above in this
Clause 3.1(b)(i);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Alstrom
      and the TET Group Entities shall have received all consents,
      authorizations or approvals or delivered all notices required by the
      Constitutional Documents of the relevant Person, any Governmental
      Authority in any relevant jurisdiction or under any of Alstrom Parties’
      Material Contracts in respect of the contribution of the TET Group
      Entities to the Company and/or the continued operation of the business of
      the TET Group by the Company after the Closing Date, excluding
      antimonopoly or merger control notifications, consents and approvals,
      which are instead addressed by Clause 3.1(a)(iii), in each case in form
      and substance reasonably satisfactory to CME Ltd., and no such consents,
      authorizations, approvals or notices shall have been
    revoked;

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              the
      TET Restructuring shall have been completed and Holding Company shall hold
      all of the right, title and interest in and to 100% of the ownership
      interests of each of TET and TET
Production;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              CME
      Ltd. shall have received an opinion satisfactory to CME Ltd. from an
      independent third-party international investment bank that the
      transactions contemplated by this Agreement comply with the terms of CME
      Ltd.'s senior indebtedness (the "Indenture Compliance
      Opinion");

            


    

    


    
      	
               
      

            	
              (v)

            	
              CME
      Ltd. and the Company shall have (i) been
      satisfied with the results of the legal, financial, operational and other
      due diligence of the TET Group Entities, the proposed Alstrom Disclosure
      Letter and the transactions contemplated hereby, including the TET
      Restructuring and confirmation of the ability for the TET Group Entities
      to substantively and in a timely manner comply with (x) the
      financial reporting requirements applicable to CME Ltd. and (y) the CME Ltd.
      business practices referred to in clause 5 of the Shareholders' Agreement
      and (ii)
      confirmed such satisfaction in writing to
  Alstrom;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Alstrom
      shall have procured on a best efforts basis that, in respect of each
      Minter Contract, one of the following shall have
  occurred:

            


    

    


    
      	
               
      

            	
              (1)

            	
              all
      documents necessary to effect a Minter Assignment, on terms and in forms
      satisfactory to CME Ltd. (acting reasonably), shall have been executed by
      each of Minter and Holding Company;
or

            


    

    


    
      	
               
      

            	
              (2)

            	
              in
      place of such Minter Contract, a new agreement (on the same material terms
      as the relevant Minter Contract) shall have been entered into between
      Holding Company and the relevant third party;
or

            


    

    


    
      	
               
      

            	
              (3)

            	
              Minter
      and Holding Company shall have entered into a sublicense agreement on
      terms and in a form satisfactory to CME Ltd. (acting reasonably) in
      respect of such Minter Contract;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              each
      of the Alstrom Owners and Alstrom shall have executed all of the Closing
      Date Documents and Alstrom Parties' Deliverables to which it is a party
      and such Closing Date Documents shall be ready for exchange at
      Closing;

            


    

    


    
      	
               
      

            	
              (viii)

            	
              no
      event, occurrence, fact, condition, change, development or effect shall
      exist or have occurred or come to exist or been threatened in respect of
      any TET Group Entity since the date of this Agreement that, individually
      or in the aggregate, has resulted in, or would reasonably be expected to
      result in, in the reasonable judgment of CME Ltd., a Material Adverse
      Effect;

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ix)

            	
              Alstrom
      shall have ensured that the shareholders of TET-Production have made their
      outstanding contributions to the registered capital of TET-Production in
      full prior to the TET Restructuring;
 

            


    

    


    
      	
               
      

            	
              (x)

            	
              each of Investproekt
      LLC, Shonest Investments Limited and Suniflon Holding Limited (TET
      shareholders) shall have issued notarized statements confirming the waiver
      of their pre-emption rights to acquire TET shares purchased by
      (i)
      Mr. Surkis under the Shares Purchase Agreement as of 07.08.2007 No. д42/07
      and (ii)
      Ms. Kovalyk under the Purchase Agreement as of 03.09.2007 No. д50/07 as
      well as any claims in respect of such acquisitions, in form and substance
      reasonably satisfactory to CME Ltd.;
      and

            


    

    


    
      	
               
      

            	
              (xi)

            	
              CME
      Ltd. shall have received a written confirmation satisfactory to CME Ltd.
      from Glavred-Media LLC and its participants that the transaction
      contemplated by this Agreement and the other Transaction Documents does
      not violate the agreement of shareholders of Glavred-Media LLC dated 18
      February 2009.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Conditions
      precedent to the performance by Alstrom of its obligations on the Closing
      Date:

            


    

    


    
      	
               
      

            	
              (i)

            	
              there
      shall have been no breach of any CME Warranty, Ukraine Holding Warranty,
      Company Warranty or Fundamental Studio 1+1 and Kino Group Warranty and no
      material breach of any other Studio 1+1 and Kino Group Warranty, in each
      case at and as of the date when first given and at and as of the Closing
      Date with the same effect as though made at and as of the Closing Date, it
      being understood that, for purposes of determining the accuracy of any
      such Warranty, all monetary thresholds and other materiality
      qualifications set forth in such Warranty shall be
      disregarded.  Each of CME Ltd., Ukraine Holding and the Company
      shall have in all material respects duly performed and complied with all
      agreements, covenants and conditions required by this Agreement to be
      performed or complied with by it at or prior to Closing.  Each
      of CME Ltd., Ukraine Holding and the Company shall have delivered to
      Alstrom a certificate, dated the Closing Date and signed by a duly
      authorized officer to the effect set forth above in this
      Clause 3.1(c)(i);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      CME Restructuring shall have been completed and the Company shall hold all
      of the right, title and interest in and to 100% of the direct and indirect
      ownership interests of each of the companies in the Studio 1+1 and Kino
      Group;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              each
      of CME Ltd., Ukraine Holding and the Company shall have executed all of
      the Closing Date Documents and CME Parties' Deliverables to which it is a
      party and such Closing Date Documents shall be ready for exchange at the
      Closing; and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              no
      event, occurrence, fact, condition, change, development or effect shall
      exist or have occurred or come to exist or been threatened in respect of
      any of the Company or any Studio 1+1 and Kino Group Entity since the date
      of this Agreement that, individually or in the aggregate, has resulted in,
      or would reasonably be expected to result in, in the reasonable judgment
      of Alstrom, a Material Adverse
Effect.

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
              3.2

            	
              Closing
      Date.

            


    

    


    
      	
               
      

            	
              (a)

            	
              On
      the Closing Date, the following actions shall take
  place:

            


    

    


    
      	
               
      

            	
              (i)

            	
              each
      of Alstrom, CME Ltd., Ukraine Holding and the Company shall execute a
      letter agreement (the "Closing Memorandum")
      confirming that:

            


    

    


    
      	
               
      

            	
              (1)

            	
              all
      of the conditions precedent applicable to it set forth in Clause 3.1 are
      satisfied or waived; and

            


    

    


    
      	
               
      

            	
              (2)

            	
              it
      is satisfied with the Alstrom Parties' Deliverables or CME Parties'
      Deliverables (as the case may be) delivered to
  it;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              immediately
      following (i) the
      Holding Company Transfer pursuant to the Holding Company Purchase
      Agreement and (ii) confirmation
      from the bank referred to in Clause 5.1(d) that an irrevocable payment
      instruction for a wire transfer in immediately available funds was
      received in respect of the Alstrom Cash Contribution and will be honored,
      the Subscription Shares shall be issued to Alstrom in accordance with
      Clause 2.2 of this Agreement and in accordance with the Cyprus
      Contribution Agreement;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Alstrom Parties shall deliver to the CME Parties the Alstrom Parties'
      Deliverables; and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      CME Parties shall deliver to the Alstrom Parties the CME Parties'
      Deliverables.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      for any reason Closing does not take place as contemplated by this Clause
      3, the Parties shall cooperate to reverse such of the steps required for
      Closing as have been undertaken or taken place so as to put the Parties as
      closely as possible in the positions they were in prior to any steps
      having been undertaken or taken place pursuant to this Clause
      3.

            


    

    


    
      	
              3.3

            	
              Anticipated Closing
      Date and Long-Stop Date.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Parties intend that Closing shall take place at 1:00 p.m. (London time) at
      the offices of the Company’s counsel in Limassol, Cyprus on 17 August
      2009, or at such other time and place as Alstrom, the Company and CME Ltd.
      may agree in writing (the "Closing
      Date").  Each of the Parties shall use its reasonable
      best efforts to ensure that all of the conditions set out in Clause 3.1
      are satisfied by 17 August 2009.  The Closing shall not take
      place between 4 September 2009 and 30 September
  2009.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the event that any of the conditions set out in Clause 3.1 have not been
      fulfilled by 15 January 2010, any Party shall be entitled to terminate
      this Agreement by written notice to the other Parties, provided that such
      non fulfilment of any condition was not the direct result of any breach by
      the Party seeking to terminate or any of its
  Affiliates.

            


    

    


    
      
        	
                4.

              	
                WARRANTIES

              


      

    

    


    
      	
              4.1

            	
              General
      Warranties.

            


    

    


    Each of
the Parties represents and warrants to the other Parties that each statement
applicable to it contained in Part A of Schedule 2 is true and accurate in every
respect and not misleading as at the date of this Agreement and on the Closing
Date.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
              4.2

            	
              Alstrom
      Warranties.

            


    

    


    Without
limitation to the foregoing Clause 4.1, Alstrom represents and warrants to the
other Parties that each statement contained in Section 1 of Part B of Schedule 2
is true and accurate in every respect and not misleading as at the date of this
Agreement and on the Closing Date.

    


    
      	
              4.3

            	
              CME
      Warranties.

            


    

    


    Without
limitation to Clause 4.1, CME Ltd. represents and warrants to Alstrom that each
statement contained in Section 2 of Part B of Schedule 2 is true and accurate in
every respect and not misleading as at the date of this Agreement and on the
Closing Date.

    


    
      	
              4.4

            	
              TET Group
      Warranties.

            


    

    


    Alstrom
warrants to CME Ltd. that, save to the extent fairly disclosed in the
corresponding Section of the Alstrom Disclosure Letter with sufficient detail so
as to enable a reasonable buyer to understand the facts, matters or information
being disclosed and to make an accurate assessment of the impact on the TET
Group Entities of the matter being disclosed, each statement contained in Part C
of Schedule 2 shall be true and accurate in every respect and not misleading on
the Due Diligence Completion Date and on the Closing Date, with the exception of
Sections 2, 3 and 5 of Part C of Schedule 2, which shall be true and accurate in
every respect and not misleading on the Closing Date only.

    


    
      	
              4.5

            	
              Studio 1+1 and Kino
      Group Warranties.

            


    

    


    The
Company and CME Ltd., jointly and severally, warrant to Alstrom that, save to
the extent fairly disclosed in the corresponding Section of the CME Disclosure
Letter with sufficient detail so as to enable a reasonable buyer to understand
the facts, matters or information being disclosed and to make an accurate
assessment of the impact on the Studio 1+1 and Kino Group Entities of the matter
being disclosed, each statement contained in Part D of Schedule 2 shall be true
and accurate in every respect and not misleading on the Due Diligence Completion
Date and on the Closing Date, with the exception of Sections 2, 3 and 5 of Part
D of Schedule 2, which shall be true and accurate in every respect and not
misleading on the Closing Date only.

    


    
      	
              4.6

            	
              Independent
      Warranties.

            


    

    


    Each
Warranty shall be construed independently and (except where this Agreement
provides otherwise) is not limited by a provision of this Agreement or another
Warranty.  Each of the Parties acknowledges that the other Parties are
entering into this Agreement in reliance on each Warranty.

    


    
      	
              4.7

            	
              Knowledge.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Where
      any Warranty is qualified by the expression "so far as Alstrom is aware"
      or "to the knowledge of Alstrom" or any similar expression, that statement
      or reference shall mean so far as is within the actual knowledge of any of
      the general directors, finance directors and chief legal officers of each
      TET Group Entity, in each case having made all reasonable
      enquiries.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Where
      any Warranty is qualified by the expression "so far as CME Ltd. or the
      Company is aware" or "to the knowledge of CME Ltd. or the Company" or any
      similar expression, that statement or reference shall mean so far as is
      within the actual knowledge of any of Adrian Sarbu, Oliver Meisler, Mr.
      Tkachenko and the general directors, finance directors and chief legal
      officers of any Studio 1+1 and Kino Group Entity, in each case having made
      all reasonable enquiries.  For the avoidance of doubt, any
      knowledge of CME Ltd. or the Company with respect to omitted spousal
      consents or waivers or with respect to omitted shareholder consents for
      share capital reductions shall in no way limit or otherwise affect the
      Warranties provided by Alstrom
hereunder.

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Neither
      CME Ltd. nor the Company shall be liable in respect of any claim for
      breach of Warranty where or to the extent that Kolomoisky had knowledge
      (actual, constructive or imputed) of the facts, matters or circumstances
      giving rise to such Warranty claim.

            


    

    


    
      
        	
                5.

              	
                CERTAIN
      COVENANTS

              


      

    

    


    
      	
              5.1

            	
              Pre-Closing
      Conduct.

            


    

    


    
      	
               
      

            	
              (a)

            	
              From
      the date of this Agreement (or, if different, from the date the relevant
      Warranty is given hereunder) until Closing, the Alstrom Owners and Alstrom
      agree to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              except
      to the extent necessary to implement the TET Restructuring, comply with
      and ensure that each TET Group Entity complies with Part A of Schedule 3
      and ensure that no action is taken by Alstrom or any TET Group Entity the
      effect of which would, to the knowledge of Alstrom or the TET Group, cause
      a TET Group Warranty, Alstrom Warranty or Alstrom Owner Warranty to be
      untrue, inaccurate or misleading in any material respect if given in
      respect of the facts or circumstances as at
  Closing;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              notify
      and ensure that each TET Group Entity notifies CME Ltd. promptly if it
      becomes aware of a fact or circumstance which constitutes or which would
      or would reasonably be expected to constitute a breach of any TET Group
      Warranty, Alstrom Warranty or Alstrom Owner Warranty or Clause 5.1(a)(i),
      or which would or might reasonably be expected to cause a TET Group
      Warranty, Alstrom Warranty or Alstrom Owner Warranty to be untrue,
      inaccurate or misleading in any material respect in relation to the facts
      or circumstances as at Closing; and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              without
      limitation to the generality of Clause 3.1(b) and any remedies available
      to CME Ltd. or the Company as a result of violation of any Warranty, take
      any and all action necessary in order to cure violation of any TET Group
      Warranty, Alstrom Warranty or Alstrom Owner Warranty so as to ensure that
      by the Closing Date all TET Group Warranties are true and correct in all
      material respects. Alstrom shall take all actions reasonably necessary in
      order to rectify any material problems and violations that may have a
      detrimental effect on the TET Restructuring, the TET Group Entities, the
      Reissued Licenses for TET and the Subsidiaries of TET or any other
      licenses and permits issued to TET Group
  Entities.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Prior
      to Closing, Alstrom shall use their reasonable efforts (but shall not be
      obligated) to acquire all outstanding equity interests in the TET Group
      not currently owned by the TET Group.  For the avoidance of
      doubt, the approval of the Company and CME Ltd. shall be required for any
      such acquisition.  Furthermore, prior to Closing, Alstrom shall
      not (and shall ensure that none of its Affiliates shall) (i) dispose of
      any ownership interest, direct or indirect, in the TET Group, except as
      contemplated pursuant to the TET Restructuring or (ii) engage in
      any transaction with a TET Group Entity, other than any transaction
      exclusively among TET Group Entities, without the prior written consent of
      CME Ltd.

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Prior
      to Closing, Alstrom shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              use
      their best efforts to procure, in respect of each Minter Contract that
      (x) such
      Minter Contract is promptly assigned to Holding Company pursuant to an
      assignment agreement in customary form, in each case on the same terms as
      such existing Minter Contract (the "Minter Assignments") or
      (y) in
      place of such Minter Contract, a new agreement is entered into between
      Holding Company and the relevant third party, on the same material terms
      as such existing Minter Contract;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              use
      their best efforts to procure that all third party consents required in
      respect of the Minter Assignments are promptly
  obtained;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              procure
      that each agreement between Minter and a TET Group Entity in respect of
      third party programming and any payable owing to Minter from any TET Group
      Entity in connection with any Minter Assignment effected or any Minter
      Contract for which a new agreement has been entered into pursuant to
      Clause 5.1(c)(i) prior to Closing shall be either (x) assigned to
      Holding Company or (y) waived or
      terminated without liability to any TET Group Entity;
  and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              in
      respect of any Minter Contracts which will not be effectively assigned to
      Holding Company or substituted prior to the Closing Date (as contemplated
      by Clause 5.1(c)(i), procure that Minter and Holding Company enter into
      sublicense agreements, in each case on terms and in a form satisfactory to
      CME Ltd. (acting reasonably).

            


    

    


    
      	
               
      

            	
              (d)

            	
              Prior
      to Closing, Alstrom shall open a bank account at the same branch of ING
      Bank where the Company has an account (or at such other bank as may be
      agreed between Alstrom and CME Ltd. in writing) for the purpose of
      transferring the Alstrom Cash Contribution at Closing. CME Ltd. shall use
      reasonable efforts to provide assistance to Alstrom in opening such
      account.

            


    

    


    
      	
               
      

            	
              (e)

            	
              From
      the date of this Agreement (or, if different, from the date the relevant
      Warranty is given hereunder) until Closing, the Company, Ukraine Holding
      and CME Ltd. agree to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              except
      to the extent necessary to implement the CME Restructuring, comply with
      and ensure that each Studio 1+1 and Kino Group Entity and the Company
      complies with Part B of Schedule 3 and ensure that no action is taken by
      the Company, CME Ltd., Ukraine Holding or any of the Studio 1+1 and Kino
      Group Entities the effect of which would, to the knowledge of the Company
      or CME Ltd., cause a Studio 1+1 or Kino Group Warranty, CME Warranty,
      Ukraine Holding Warranty or Company Warranty to be untrue, inaccurate or
      misleading in any material respect if given in respect of the facts or
      circumstances at Closing;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              notify
      and ensure that each Studio 1+1 and Kino Group company notifies Alstrom
      promptly if it becomes aware of a fact or circumstance which constitutes
      or which would or would reasonably be expected to cause any Studio 1+1 and
      Kino Group Warranty, CME Warranty, Ukraine Holding Warranty or Company
      Warranty to be untrue, inaccurate or misleading in any material respect if
      given in respect of the facts or circumstances at Closing or a breach of
      Clause 5.1(e)(i); and

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              without
      limitation to the generality of Clause 3.1(c) and any remedies available
      to Alstrom or the Alstrom Owners as a result of violation of any Warranty,
      take any and all action necessary in order to cure violation of any Studio
      1+1 and Kino Group Warranty, CME Warranty, Ukraine Holding Warranty or
      Company Warranty so as to ensure that by the Closing Date all Studio 1+1
      and Kino Group Warranties are true and correct in all material respects.
      Each of the Company or CME Ltd. shall take all actions reasonably
      necessary in order to rectify any material problems and violations that
      may have a detrimental effect on the CME Restructuring, the Studio 1+1 and
      Kino Group Entities, the Reissued Licenses for Gravis, TOR or ZHYSA or any
      other licenses and permits issued to the Studio 1+1 and Kino Group
      companies.

            


    

    


    
      	
               
      

            	
              (f)

            	
              If,
      in the period prior to Closing, any Party (acting reasonably) considers
      that there may have been a breach of any Warranty (an "Inquiring Party") by any
      other Party (the "Responding Party"), the
      Inquiring Party may by written notice given to the Responding Party prior
      to Closing require the Responding Party to provide to such Inquiring
      Party, and/or procure the provision to such Inquiring Party of all
      information as such Inquiring Party may reasonably require in order to
      ascertain whether such a breach has occurred. The Responding Party shall
      as soon as reasonably practicable provide or procure the provision of all
      such information.

            


    

    


    
      	
              5.2

            	
              Satisfaction of
      Conditions.

            


    

    


    From the
date of this Agreement until Closing, each Party shall use its reasonable best
efforts to take or cause to be taken all actions, and to do or cause to be done
all other things necessary, proper or advisable in order for such Party to
fulfill and perform its obligations in respect of this Agreement (including its
obligations pursuant to this Clause 5) and the other Transaction Documents to
which it is a party, to cause the conditions to its obligations set forth in
Clause 3.1 to be fulfilled and otherwise to consummate and make effective the
transactions contemplated hereby and thereby.

    


    
      	
              5.3

            	
              Access to Information;
      Finalization of Due Diligence and Disclosure
    Letters.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Alstrom
      shall (i)
      give, and shall cause the TET Group Entities to give, CME Ltd., its
      counsel, financial advisors, auditors and other authorized representatives
      full access to the properties, books and records of any TET Group Entity
      and to the books and records of Alstrom relating to any TET Group Entity,
      (ii)
      furnish, and shall cause the TET Group Entities to furnish, to CME Ltd.,
      its counsel, financial advisors, auditors and other authorized
      representatives such financial data and other information relating to any
      TET Group Entity as such Persons may reasonably request and (iii) instruct
      the employees, counsel and financial advisors of Alstrom or the TET Group
      Entities to cooperate with CME Ltd. in its investigation of the TET Group
      Entities, provided that the foregoing (x) shall be
      conducted in such manner as not to interfere unreasonably with the conduct
      of the business of Alstrom or the TET Group Entities and (y) shall not
      operate as a waiver or otherwise affect any representation, warranty or
      agreement given or made by Alstrom in this
  Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Alstrom
      shall provide a full and complete draft of the Alstrom Disclosure Letter
      and the Financial Statements and Management Accounts (in the case of the
      Financial Statements and Management Accounts, only to the extent not
      previously provided) to CME Ltd. and the Company no later than 3 August
      2009.  Provided that CME Ltd. and the Company are provided such
      full and timely access and that Alstrom provides such draft in a timely
      manner, CME Ltd. and the Company shall use all reasonable efforts to
      finalize its own due diligence of the TET Group Entities no later than 3
      August 2009.  The Parties acknowledge that CME Ltd. and the
      Company shall be entitled to accept or reject the draft Alstrom Disclosure
      Letter and that the draft Alstrom Disclosure Letter may raise issues that
      CME Ltd. or the Company believes should be addressed by way of amendment
      of this Agreement or the other Transaction Documents.  On the
      date that CME Ltd., the Company and Alstrom agree the Alstrom Disclosure
      Letter (such date, the "Due Diligence Completion
      Date"), such Parties shall execute the Alstrom Disclosure Letter
      and confirm satisfaction of the condition set forth in Clause 3.1(b)(v)
      (other than in respect of those matters not then due to have been
      completed and subject at all times to Clause 5.3(c) below).  For
      the avoidance of doubt but without limiting any rights in respect of prior
      breach or Warranty or covenant, the Parties shall not be required to
      consummate the transactions to be consummated at Closing unless such draft
      disclosure letter is agreed.

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      any previously agreed Alstrom Disclosure Letter, Alstrom may, at any time
      prior to the date that is five (5) Business Days prior to the anticipated
      Closing, propose to CME Ltd. and the Company a supplemental disclosure
      letter for the purpose of disclosing those matters that (i) have
      occurred since the date of this Agreement (or Due Diligence Completion
      Date, as applicable), (ii) were not
      known by Alstrom as of such date and (iii) would,
      without such disclosure, result in the failure of the condition set forth
      in Clause 3.1(b)(i) being fulfilled.  In such event, the Parties
      shall repeat the procedures described in Clause 5.3(b) as if the initial
      Alstrom Disclosure Letter had not been agreed.  For the
      avoidance of doubt but without limiting any rights in respect of prior
      breach or Warranty or covenant, the Parties shall not be required to
      consummate the transactions to be consummated at Closing unless such draft
      supplemental disclosure letter is
agreed.

            


    

    


    
      	
               
      

            	
              (d)

            	
              CME
      Ltd. and the Company may, at any time prior to the date that is five (5)
      Business Days prior to the anticipated Closing, deliver to Alstrom a draft
      disclosure letter for the purpose of disclosing those matters that (i) have
      occurred since the date of this Agreement (or Due Diligence Completion
      Date, as applicable), (ii) were not
      known by CME Ltd. or the Company as of such date and (iii) would, without
      such disclosure, result in the failure of the condition set forth in
      Clause 3.1(c)(i) being fulfilled.  The Parties acknowledge that
      Alstrom shall be entitled to accept or reject the draft CME Disclosure
      Letter and that the draft CME Disclosure Letter may raise issues that
      Alstrom believes should be addressed by way of amendment of this Agreement
      or the other Transaction Documents.  For the avoidance of doubt
      but without limiting any rights in respect of prior breach or Warranty or
      covenant, if a draft CME Disclosure Letter is proposed, the Parties shall
      not be required to consummate the transactions to be consummated at
      Closing unless such draft CME Disclosure Letter is
  agreed.

            


    

    


    5.4           Combined Business
Plan.

    


    The
Company shall use its reasonable efforts to provide prior to Closing a draft of
the post-Closing business plan (the "Proposed Business Plan") for
the Company.

    


    5.5           Use of
Proceeds.

    


    The
Alstrom Cash Contribution shall be used to finance the activities of Studio 1+1,
Gravis and the TET Group substantially in accordance with the Proposed Business
Plan (subject to such amendments as may be approved by the Company pursuant to
the Shareholders' Agreement and the Constitutional Documents of the
Company).


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    5.6           Certain Post Closing
Covenants.

    


    
      	
               
      

            	
              (a)

            	
              Each
      of the Parties shall use all reasonable efforts to procure
      that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      net assets value of each of TET, TET-Production, Alex TV, S-TET,
      TET-Poltava and TET-Kherson as soon as possible, or in any case not later
      than as a result of the 2009 financial year, is above the aggregate amount
      of registered capitals each of TET, TET-Production, Alex TV, S-TET,
      TET-Poltava and TET-Kherson respectively within deadlines reasonably
      satisfactory to CME Ltd.;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              each
      Ukrainian TET Group Entity and its respective shareholders shall execute
      amendments to the effective wording of its Constitutional Documents to
      bring it into full conformity with Ukrainian Law, and such amendments to
      the Constitutional Documents of each TET Group Entity shall be registered
      by the competent Governmental Authority under applicable Laws;
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      TET Group shall obtain permits to host radio-electronic devices used by
      TET for TET signal transmission ("RED Permits") in respect
      of all radio-electronic devices hosted by TET Group without such RED
      Permits within a deadline reasonably satisfactory to CME
    Ltd.

            


    

    


    
      	
               
      

            	
              (b)

            	
              As
      soon as practicable following the Closing Date, the Parties shall procure
      that extraordinary general meetings (or the equivalent) of the Company and
      each relevant Subsidiary shall be duly convened and held at which the
      Persons nominated by CME Ltd. and Alstrom in accordance with this
      Agreement and/or as contemplated in the Shareholders' Agreement (insofar
      as they have not been appointed) shall be appointed as members of the
      Company Board (as defined in the Shareholders' Agreement) and each Opco
      Supervisory Board (as defined in the Shareholders' Agreement) in
      accordance with the Shareholders' Agreement and the Constitutional
      Documents of each such
Subsidiary.

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Following
      the Closing Date, Alstrom shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              use
      best efforts to procure that (x) any Minter
      Assignments not effected prior to the Closing Date are effected as soon as
      practicable after the Closing Date; and (y) all third
      party consents required in respect of any Minter Assignments not obtained
      prior to the Closing Date are promptly obtained, and pending the
      effectiveness of such Minter Assignments, shall procure that any benefit
      accruing to Minter under a Minter Contract shall be held in trust by
      Minter for the benefit of Holding Company;
and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              procure
      that the Company and CME Ltd. are provided reasonable access to any
      Material Contracts (including, for the avoidance of doubt, any programming
      agreements and any other contracts assigned by Minter pursuant to Clause
      3.1(b)(vi)) and such other books, documents, records and other information
      then held or controlled by any Alstrom Party or Minter necessary for the
      operation of the TET Group
Entities.

            


    

    


    
      
        	
                6.

              	
                TERMINATION

              


      

    

    


    
      	
              6.1

            	
              Termination.

            


    

    


    This
Agreement may be terminated:

    


    
      	
               
      

            	
              (a)

            	
              at
      any time by mutual written consent of all of the Parties;
    or

            


    

    


    
      	
               
      

            	
              (b)

            	
              by
      any of the Parties pursuant to
  Clause 3.3(b).

            


    

    


    
      	
              6.2

            	
              Survival.

            


    

    


    Any
termination or expiry of this Agreement shall be without prejudice to any rights
accruing prior to such termination.  Clauses 1, 7, 8, 9, 10, 11 and 12
shall survive termination of this Agreement.

    


    
      
        	
                7.

              	
                INDEMNITIES
      AND LIABILITIES

              


      

    

    


    
      	
              7.1

            	
              CME Ltd. and
      Company Indemnity.

            


    

    


    Each of
CME Ltd. and the Company, jointly and severally, agrees that, from and after
the date of this
Agreement, it shall defend, indemnify and hold harmless Alstrom and the Alstrom
Owners, their respective Affiliates, and their and their respective Affiliates'
representatives, officers, directors, shareholders and Controlling Persons (the
"Alstrom Indemnitees")
from and against, and pay or reimburse the Alstrom Indemnitees for, any bona
fide claims (by any Person that is not an Affiliate of Alstrom or any Alstrom
Owner), obligations, debts, damages (including any damages arising from or
related to business interruption or loss of profits, consequential, indirect,
speculative or punitive damages), liquidated damages, liabilities, costs,
expenses and reasonable legal fees, whether or not involving a third party claim
(collectively, "Losses")
whatsoever resulting from (a) any inaccuracy in
or breach of any representation or warranty when made or deemed made by CME Ltd.
or the Company in or pursuant to this Agreement or (b) any breach or
default in performance by CME Ltd. or (prior to Closing) the Company of any of
their covenants or agreements set forth in this Agreement or the Cyprus
Contribution Agreement.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    7.2           Alstrom Indemnity.

    


    Alstrom
agrees that, from and after the date of this Agreement, it shall defend,
indemnify and hold harmless CME Ltd. and the Company, their respective
Affiliates, and their and their respective Affiliates' representatives,
officers, directors, shareholders and Controlling Persons (the "CME Indemnitees", and together
with the Alstrom Indemnitees, each, an "Indemnitee") from and against,
and pay or reimburse the CME Indemnitees for, any Losses (for these purposes a
bona fide claim means a claim by any Person that is not an Affiliate of any of
the CME Parties) whatsoever resulting from (a) any inaccuracy in
or breach of any representation or warranty when made or deemed made by Alstrom
or any Alstrom Owner in or pursuant to this Agreement or (b) any breach or
default in performance by Alstrom or any Alstrom Owner of any of their covenants
or agreements set forth in this Agreement or the Cyprus Contribution
Agreement.

    


    7.3           Indemnification
Procedure.

    


    
      	
               
      

            	
              (a)

            	
              A
      claim (which shall include any claim in respect of a breach of any
      Warranty) hereunder (an "Indemnity Claim") shall
      be asserted by written notice from the Party asserting such Indemnity
      Claim (the "Indemnified
      Party") to the Party from whom indemnification is sought (the
      "Indemnifying
      Party").  Such notice shall include information regarding
      the nature and basis for the Indemnity Claim and an estimate of the amount
      of Losses demanded (including, to the extent practicable, a calculation of
      the alleged Losses).

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Indemnity Claim relates to any claim by a third party (a "Third Party Claim"), the
      Indemnified Party shall state in the notice to the Indemnifying Party the
      nature and basis of the Third Party Claim and the amount thereof, to the
      extent known or estimable.  The Indemnifying Party shall be
      entitled at its own expense to assume the defense of the Third Party
      Claim, using legal advisers reasonably approved by the Indemnified
      Party.  The Indemnified Party shall provide the Indemnifying
      Party and its advisers with such information and assistance as the
      Indemnifying Party shall reasonably request at the cost of the
      Indemnifying Party.  If the Indemnifying Party does not promptly
      assume the defense of such Third Party Claim following notice thereof, the
      Indemnified Party shall be entitled to assume and control such
      defense.  The Indemnifying Party shall not, without the prior
      written consent of the Indemnified Party (which shall not be unreasonably
      withheld), consent to a settlement, compromise or discharge of, or the
      entry of any judgment arising from, any Third Party Claim, unless such
      settlement, compromise or discharge does not involve any finding or
      admission of any violation of Law or admission of any wrongdoing by the
      Indemnified Party and the Indemnifying Party shall (i) pay or cause
      to be paid all amounts arising out of such settlement or judgment
      concurrently with the effectiveness of such settlement, (ii) not
      encumber any of the assets of any Indemnified Party or agree to any
      restriction or condition that would apply to or adversely affect any
      Indemnified Party and (iii) obtain, as
      a condition of any settlement or other resolution, a complete and
      unconditional release of each Indemnified Party from any and all liability
      in respect of such Third Party
Claim.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      obligation of an Indemnifying Party shall not extend to any liability
      arising from the settlement or compromise of any action or claims brought
      against the Indemnified Party, or the admission by the Indemnified Party
      of any claim or the taking by the Indemnified Party of any action (unless
      required by Law or applicable process), which might reasonably be expected
      to prejudice the successful defense of the action or claim without, in any
      such case, the prior written consent of the Indemnifying
      Party.

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    
      	
              7.4

            	
              Obligation to
      Mitigate.

            


    

    


    Each of
Parties agrees that each Indemnified Party shall take all commercially
reasonable steps to mitigate any Losses upon and after becoming aware of any
event or condition that would reasonably be expected to give rise to any
indemnification rights hereunder in order for any other Indemnifying Party to
have a corresponding obligation to indemnify for such Losses pursuant to Clause
7.1 or 7.2.

    


    
      	
              7.5

            	
              Time
      Limits.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      TET Group Warranties (other than the Fundamental TET Group Warranties and
      the TET Group Tax Warranties) and the Studio 1+1 and Kino Group Warranties
      (other than the Fundamental Studio 1+1 and Kino Group Warranties) shall
      survive the Closing until the third anniversary of the Closing
      Date.  The TET Group Tax Warranties and Fundamental TET Group
      Warranties shall survive until 60 days following the expiration of the
      relevant statute of limitations.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      Indemnity Claim notified under this Clause 7 is principal and continuing
      and accordingly shall remain in full force and effect regardless of the
      legality, validity or enforceability of any other provisions of this
      Agreement and notwithstanding the winding-up, liquidation or dissolution
      of any of Alstrom or any of its Affiliates holding Shares or other
      incapacity or limitation of Alstrom or any of its Affiliates holding
      Shares or any change in the status, control or ownership
      thereof.

            


    

    


    
      	
              7.6

            	
              Financial
      Limits.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Except
      in the case of fraud, the maximum aggregate liability of the CME Parties,
      on the one hand, and the Alstrom Parties, on the other hand, for any and
      all Indemnity Claims or other claims arising in respect of this Agreement
      and made prior to Closing shall not exceed US$500,000.  For the
      avoidance of doubt, this limitation shall be inapplicable for all such
      claims if the Closing occurs.

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      Party shall be liable in respect of an Indemnity Claim made after Closing
      in respect of a Warranty only if the amount payable (but for this Clause
      7.6(b)) in respect of such Indemnity
Claim:

            


    

    


    
      	
               
      

            	
              (i)

            	
              exceeds
      US$500,000; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              when
      taken with every other Indemnity Claim for which the liability of the
      relevant Party or its Affiliates individually exceeds the relevant
      threshold for such Indemnity Claim in Clause 7.6(b)(i) and 7.6(c)(i), and
      all Indemnity Claims also exceed in aggregate US$4,000,000, in which case
      the Party shall be liable for the whole amount of all such Indemnity
      Claims and not only for the excess,

            


    

    


    provided that the
foregoing limitations shall not apply (1) in respect of any
Indemnity Claim related to any TET Group Tax Warranty or any Fundamental
Warranty or (2)
in respect of any Indemnity Claim made prior to Closing.

    


    
      	
               
      

            	
              (c)

            	
              A
      Party shall be liable in respect of an Indemnity Claim made after Closing
      in respect of any TET Group Tax Warranty or any Fundamental Warranty only
      if the amount payable (but for this Clause 7.6(c)) in respect of such
      Indemnity Claim:

            


    

    


    
      	
               
      

            	
              (i)

            	
              exceeds
      US$100,000; and

            


    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              when
      taken with every other Indemnity Claim in respect of any TET Group Tax
      Warranty or any Fundamental Warranty for which the liability of the
      relevant Party or its Affiliates individually exceeds US$100,000, also
      exceeds in aggregate US$2,000,000, in which case the Party shall be liable
      for the whole amount of all such Indemnity Claims and not only for the
      excess,

            


    

    


    provided that any
amount(s) payable in respect of any Indemnity Claim made pursuant to this Clause
7.6(c) shall be included in the aggregate total for the purposes of Clause
7.6(b)(ii), and provided further that
none of the foregoing limitations shall apply in respect of any Indemnity Claim
made prior to Closing.

    


    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      the preceding provisions in this Clause 7.6, Alstrom shall be liable in
      respect of any Indemnity Claim made after Closing in respect of the
      Warranty set out in Clause 4.2 of Part C of Schedule 2 only if the amount
      payable (but for this Clause 7.6(d)) in respect of such Indemnity Claim
      exceeds US$1,000,000, provided that
      any amount payable in respect of any Indemnity Claim made pursuant to this
      Clause 7.6(d) shall be included in the aggregate total for the purposes of
      Clause 7.6(b)(ii).

            


    

    


    
      	
               
      

            	
              (e)

            	
              For
      the purpose of Clauses 7.6(b) and 7.6(c) above two or more Indemnity
      Claims arising from the same set of facts, matters or circumstances or a
      series of related facts, matters or circumstances shall be treated as a
      single Indemnity Claim.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Except
      for Indemnity Claims in respect of TET Tax Group Warranties and
      Fundamental Warranties and except in the case of fraud, the maximum
      aggregate liability of any Party for any and all Indemnity Claims shall
      not exceed US$50,000,000.

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      maximum aggregate liability of any Party for any and all Indemnity Claims
      arising out of or in connection with any breach of Warranty shall not
      exceed US$100,000,000, except in the case of fraud, in which case no
      limits shall apply.

            


    

    


    
      	
               
      

            	
              (h)

            	
              For
      purposes of the calculation of Losses pursuant to this Clause 7, any
      materiality or similar qualification (including any monetary threshold)
      referred to in the relevant Warranty which is the subject of an Indemnity
      Claim shall be ignored.

            


    

    


    
      
        	
                8.

              	
                CONTROL
      RETENTION; NO INTERFERENCE; CERTAIN
COSTS

              


      

    

    


    8.1           Control
Retention.

    


    Each of
Kolomoisky and Surkis hereby covenants and undertakes, for so long as Alstrom
holds (or is required to hold) Shares, not to Transfer its interest in the trust
held by the Alstrom Nominee or otherwise Transfer its Beneficial Ownership of
shares or other securities of Alstrom without the prior written consent of CME
Ltd., provided
that (i) Surkis
may Transfer his shares of Alstrom to Kolomoisky and (ii) Kolomoisky may
Transfer his shares of Alstrom to one of his Affiliates, his successors or Mr.
Gennadiy Bogolyubov in a transaction or series of related transactions if and,
only if, (x) as
a result thereof, Kolomoisky or his successor continues to be the Beneficial
Owner of more than 50% of the outstanding share capital of Alstrom and he
continues to Control Alstrom and (y) any such
transferee agrees to be bound hereunder as a Alstrom Owner with the same
obligations as Kolomoisky.  The Alstrom Nominee hereby covenants and
undertakes, for so long as Alstrom holds (or is required to hold) Shares, not to
Transfer the legal ownership of any shares or other securities of Alstrom
without the prior written consent of CME Ltd. other than to (A) a substitute
nominee which has entered into a substantially similar trust arrangement with
Kolomoisky and Surkis as the existing arrangement between Kolomoisky, Surkis and
Alstrom Nominee or (B) an entity that is
100% legally and Beneficially Owned by Kolomoisky, which ownership Kolomoisky
has undertaken, for the benefit of CME Ltd., Ukraine Holding and the Company,
not to Transfer.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    8.2           Alstrom SPV
Undertakings.

    


    Alstrom
shall not incur any obligations of any nature, nor otherwise engage in any
business activity, other than as strictly required to perform its obligations
hereunder and under the other Transaction Documents other than (i) loans from the
shareholders of Alstrom (x) that are on
substantially the same conditions as a Shareholder Loan (as defined in the
Shareholders Agreement) made to the Company and (y) the proceeds of
which are immediately onlent to the Company as a Shareholder Loan and (ii) obligations of up
to US$1,000,000 incurred in the ordinary course of business and necessary to
maintain the corporate status of Alstrom in the jurisdiction of its
incorporation.

    


    8.3           No
Interference.

    


    Each of
the Alstrom Owners undertakes to refrain from voting its shares of Alstrom,
directing Alstrom board members appointed by such Alstrom Owners or otherwise
taking any affirmative action, in each case to direct Alstrom to breach its
obligations under this Agreement.  For the avoidance of doubt, an
omission by the Alstrom Owners to direct or cause Alstrom to act to perform its
obligations under this Agreement shall not be considered to be such
interference.

    


    8.4           Certain
Costs.

    


    Subject
always to the maximum aggregate liability amount set out in Clause 7.6(a), each
of the Alstrom Owners, jointly and severally, hereby covenants and undertakes to
reimburse CME Ltd., Ukraine Holding and the Company for their actual, reasonable
costs for legal, financial and other advisors engaged by CME Ltd., Ukraine
Holding, the Company or any of its Affiliates in connection with this Agreement
in the event of any termination or lapse of this Agreement as a result of the
failure of Alstrom to perform any of its obligations under this Agreement,
except where such failure to perform results from any breach by any CME Party of
its obligations hereunder.

    


    
      	
              9.

            	
              CONFIDENTIALITY

            


    

    


    9.1           Obligation.

    


    The
Parties acknowledge and agree that they (whether acting by themselves or through
their respective legal advisers, directors, officers, servants or agents or any
of them or through any company or howsoever) shall keep confidential and shall
not provide a copy of any Transaction Document or disclose, disseminate and/or
publicize, or cause or permit to be disclosed, disseminated and/or publicized,
any of the terms and conditions of any Transaction Document, and/or the
existence of any and all of the circumstances leading to this Agreement, to any
individual and/or entity not a Party to this Agreement, except to the extent
described below:

    


    
      	
               
      

            	
              (a)

            	
              in
      response to an order of a court of competent jurisdiction, or in response
      to an appropriate subpoena or discovery request issued in the course of
      Litigation;

            


    

    


    
      	
               
      

            	
              (b)

            	
              in
      response to (i) an inquiry
      to which by Law a response must be given or, on advice of counsel, to
      which a response is advisable or (ii) any order
      issued by a Governmental Authority or supra-governmental agency of
      competent jurisdiction;

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              to
      the extent necessary to report income to appropriate taxing authorities
      and/or to contest the imposition of any Tax by appropriate taxing
      authorities;

            


    

    


    
      	
               
      

            	
              (d)

            	
              to
      such Party's respective accountants and legal advisers and to any broker
      or insurer or relevant reinsurer or retrocessionaire in all cases (other
      than disclosure to legal advisers) as may be required by contract and/or
      by Law;

            


    

    


    
      	
               
      

            	
              (e)

            	
              in
      connection with any Litigation or arbitration proceedings between the
      Parties relating to this Agreement or any other Transaction Document;
      and

            


    

    


    
      	
               
      

            	
              (f)

            	
              to
      the extent required or (on advice of counsel) appropriate in order to
      comply with applicable Law or stock exchange
  rules.

            


    

    


    In the
event disclosure is necessary pursuant to any of the Clauses above, the
disclosing Party shall (to the extent permitted by applicable Law) apprise the
third party to whom such disclosure is made of the confidential nature of the
information and said disclosing Party shall use its reasonable and good faith
efforts to secure the confidentiality of the information provided to any third
party.

    


    9.2           Public
Domain.

    


    The
requirements of Clause 9.1 shall not apply to any information or data to
the extent such information has already entered the public domain (provided
always that it has not entered the public domain by reason of the disclosing
Party's breach of this Agreement, including any action by such Party's
Subsidiary).

    


    
      	
              10.

            	
              ASSIGNMENT

            


    

    


    Except as
expressly provided herein, none of the rights of the Parties under this
Agreement may be assigned or transferred without the prior written consent of
the other Parties.

    


    
      	
              11.

            	
              MISCELLANEOUS

            


    

    


    11.1   
     Further
Assurances.

    


    The
Parties agree that, from and after the date hereof, each of them shall, and
shall cause their respective Subsidiaries to, execute and deliver such further
instruments of conveyance and transfer and take such other action as may be
reasonably requested by any Party to carry out the purposes and intents
hereof.  The provisions of this Clause 11.1 shall survive the
Closing Date.

    


    11.2     
   Modification; Waiver;
Severability.

    


    Except as
specifically provided herein, this Agreement may be modified only by a written
instrument executed by all the Parties.  If any provision of this
Agreement is held to be unenforceable for any reason, the Parties shall, acting
in good faith and using best efforts, seek to agree adjustments to such
provision, so that such provision is not avoided and in order to achieve the
intent of the Parties to the extent possible.  In any event, the
invalidity or unenforceability of any provision of this Agreement in any
jurisdiction shall not affect the validity or enforceability of this Agreement,
including that provision, in any other competent jurisdiction. If any provision
of this Agreement is or becomes invalid or unenforceable, in whole or in part,
this shall not affect the validity of the remaining provisions
hereof.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    11.3         Third Party
Rights.

    


    No term
of this Agreement shall be enforceable under the Contracts (Rights of Third
Parties) Act 1999 by any Person who is not a Party, except that the Alstrom
Indemnitees and the CME Indemnitees shall be entitled to enforce the provisions
of Clause 7 pursuant to such act as if they were a party hereto.

    


    11.4         Entire
Agreement.

    


    This
Agreement, together with the other Transaction Documents and the documents
herein referred to, constitute the entire agreement among the Parties and
supersedes and replaces any prior agreement, understanding, undertaking or
arrangement with respect to the subject matter hereof, including for the
avoidance of doubt the Original Framework Agreement, provided that this
Clause 11.4 shall in no event have the effect to exclude liability for
fraud.

    


    11.5         Preparation.

    


    Each
Party acknowledges and confirms that the preparation of this Agreement has been
a joint effort of all Parties and counsel for all Parties and that it shall not
be construed for or against any individual Party on the basis solely that this
Agreement or any part thereof was drafted by or on behalf of that
Party.

    


    11.6         Specific
Performance.

    


    The
Parties acknowledge and agree that a breach by any Party of any of the terms of
this Agreement is likely to result in irreparable and continuing damage to the
other Parties for which there may or will be no adequate remedy at law and/or
for which damages will not be an adequate remedy, and that in the event of such
breach, any of the Parties shall be entitled to apply for injunctive relief
and/or a decree for specific performance and such other or further relief as may
be appropriate.  Notwithstanding the foregoing, the sole remedy for
any breach hereof prior to Closing shall be to seek monetary damages, which
shall be subject to the limitation set forth in Clause 7.6(a).

    


    11.7         Costs.

    


    Subject
to Clause 8.4, each Party shall bear its own costs, including lawyers' fees,
notarial fees, filing and registration costs in relation to the preparation and
negotiation of this Agreement and any other Transaction Document.

    


    11.8         Notices.

    


    All
notices and other communications made in connection with this Agreement shall be
in writing.  Any notice or other communication in connection herewith
shall be deemed duly delivered and given to any other Party one (1) Business Day
after it is sent by fax, confirmed by letter sent by a reputable express courier
service, in each case, to the regular mail addresses and fax numbers set forth
below or to such other regular mail address and/or fax number as may be
specified in writing to the other Parties:


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    if to
Alstrom:

    


    21,
Aglantzias Ave.

    Block 21
B, Floor 2, Office 1

    2108
Aglantzia

    Nicosia

    Cyprus

    Attn:  Michalakis
Tsitsekkos

    


    Tel.:  +357-22-462-050

    Fax:  +357-22-336-464

    


    


    if to
Alstrom Nominee:

    


    Michalakis
Tsitsekkos

    21,
Aglantzias Ave.

    Block 21
B, Floor 2, Office 1

    2108
Aglantzia

    Nicosia

    Cyprus

    Attn:  Michalakis
Tsitsekkos

    


    Tel.:  +357-22-462-050

    Fax:  +357-22-336-464

    


    


    with a
copy to Alstrom.

    


    


    if to
Kolomoisky:

    


    Igor
Valeryevich Kolomoisky

    office
602

    


    32,
Naberezhnaya Pobedy, 49094

    Dnipropetrovsk,
Ukraine

    Attn:  Timur
Novikov

    


    Tel.:  +380
567161551

    Fax:  +380
567161551

    


    with a
copy to Alstrom.

    


    


    if to
Surkis:

    


    Ihor
Mykhailovich Surkis

    Arch.
Makariou III, 155 PROTEAS HOUSE,

    5th
floor, P.C. 3026, Limassol, Cyprus

    Attn:  Mr.
Andreas Sofocleous

    


    Tel.:  +357
2584 9000

    Fax: +357
2584 9100

    


    with a
copy to Alstrom.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    if to CME
Ltd.:

    


    c/o CME
Development Corporation

    52
Charles Street

    London
W1J 5EU

    Attn:
General Counsel

    


    Tel: +44
20 7127 5834

    Fax: +44
20 7127 5801

    


    


    if to
Ukraine Holding:

    


    Dam
5B

    JS1012
Amsterdam

    The
Netherlands

    


    Tel: +31
20 626 8836

    Fax: +31
20 423 1404

    


    with a
copy to:

    


    CME
Development Corporation

    52
Charles Street

    London
W1J 5EU

    Attn:
General Counsel

    


    Tel: +44
20 7127 5834

    Fax: +44
20 7127 5801

    


    


    if to the
Company:

    


    CME
Cyprus Holdings Limited

    199
Makarios III Avenue, Neocleous House

    P.O. Box
50613

    CY –
3608, Limassol, Republic of Cyprus

    


    Tel.:  +357
2536 2818

    Fax: +357
2535 9262

    


    with a
copy to CME Ltd. and Alstrom.

    


    Any Party
may give any notice or other communication in connection herewith using any
other means (including personal delivery, messenger service, facsimile, telex or
regular mail), but no such notice or other communication shall be deemed to have
been duly delivered and given unless and until it is actually received by the
individual for whom it is intended.

    


    
      	
              11.9

            	
              Counterparts.

            


    

    


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


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    
      
        	
                12.

              	
                GOVERNING
      LAW AND ARBITRATION

              


      

    

    


    
      	
              12.1

            	
              Governing
      Law.

            


    

    


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

    


    
      	
              12.2

            	
              Arbitration.

            


    

    


    
      	
               
      

            	
              (a)

            	
              General.  Any
      dispute, controversy or claim arising out of or relating to this
      Agreement, including any question regarding its existence, validity,
      interpretation, performance or termination, shall be finally resolved by
      arbitration in accordance with the then existing Rules of Arbitration of
      the London Court of International Arbitration (the "LCIA Rules"), which are
      deemed to be incorporated by reference into this Clause 12.2, except
      to the extent modified by this Clause 12.2.  The tribunal
      shall consist of three arbitrators.  Subject to the provisions
      of Clause 12.2(c) the parties to any such arbitration shall each be
      entitled to nominate one arbitrator and the third arbitrator shall be
      appointed by the two party-nominated arbitrators.  In a
      multi-dispute the tribunal shall be appointed by the LCIA Court, unless
      the parties to such arbitration agree in writing that, for the purpose of
      Article 8.1 of the LCIA Rules, the disputant parties represent two
      separate sides for the formation of the tribunal as claimant and
      respondent respectively.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Seat and
      Language.  The seat of the arbitration shall be London,
      England.  The language of the arbitration shall be English
      except that any party to the arbitration may submit testimony or
      documentary evidence in Ukrainian or Russian and shall furnish a
      translation or interpretation of any such evidence into
      English.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Related
      Disputes.  If any dispute arising out of or relating to
      this Agreement (hereinafter referred to as a "Related Dispute") raises
      issues which are substantially the same as or connected with issues raised
      in another dispute which has already been referred to arbitration under
      this Agreement, the Shareholders' Agreement, the Cyprus Contribution
      Agreement or any other Transaction Document (an "Existing Dispute"), the
      tribunal appointed or to be appointed in respect of any such Existing
      Disputes shall also be appointed as the tribunal in respect of any such
      Related Dispute.  Where, pursuant to the foregoing provisions,
      the same tribunal has been appointed in relation to two or more disputes,
      the tribunal may, with the agreement of all the parties concerned or upon
      the application of one of the parties, being a party to each of the
      disputes, order that the whole or part of the matters at issue shall be
      heard together upon such terms or conditions as the tribunal thinks
      fit.  The tribunal shall have power to make such directions and
      any interim or partial award as it considers just and
      desirable.

            


    


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Agreement has been duly executed by the Parties and on the
date first written above.

    


    
      	 
      	
              CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Adrian Sarbu

            
	 
      	 
      	
              Name:
      Adrian Sarbu

            
	 
      	 
      	
              Title:
      President and COO

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              ALSTROM
      BUSINESS CORP

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Michalakis
Tsitsekkos

            
	 
      	 
      	
              Name:  Michalakis
      Tsitsekkos

            
	 
      	 
      	
              Title:
      Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              MICHALAKIS
      TSITSEKKOS

            
	 
      	 
      	 
      
	 
      	
              /s/ Michalakis
Tsitsekkos

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              IGOR
      VALERYEVICH KOLOMOISKY

            
	 
      	 
      	 
      
	 
      	
              /s/ Igor Kolomoisky

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              IHOR
      MYKHAILOVICH SURKIS

            
	 	 
	 	/s/
      Ihor Mykhailovich Surkis


    


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

     

    
      	 
      	
              CME
      UKRAINE HOLDING B.V.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Alphons van
  Spaendonck

            
	 
      	 
      	
              Name:
      A.N.G.V. Spaendonck

            
	 
      	 
      	
              Title:
      Managing Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
               /s/ Henk van
      Wijlen

            
	 
      	 
      	
              Name:
      H v. Wijlen for Pan-Invest B.V.

            
	 
      	 
      	
              Title:
      Managing Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              CME
      CYPRUS HOLDING LIMITED

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ David Sturgeon

            
	 
      	 
      	
              Name:
      David Sturgeon

            
	 
      	 
      	
              Title:
      Managing Director

            


    

     

     

    35