ex10_7.htm


    
      
        

      

    

    
      Exhibit
10.7

      


      EXECUTION
COPY

      


       

      
        DATED 7
SEPTEMBER 2009

         
  
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

      


      and

      


      DEUTSCHE
BANK AG, LONDON BRANCH


      as Dealer
Manager

      


      


      
        

      

    

     

    DEALER MANAGER AGREEMENT

     

    
      

    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              CONTENTS

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Clause

            	 
      	 
      	Page
	 	 	 	 	 
	
              1.

            	 
      	
              Interpretation

            	 
      	
              1

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              2.

            	 
      	
              Definitions

            	 
      	
              1

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              3.

            	 
      	
              Authorisation

            	 
      	
              2

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              4.

            	 
      	
              Appointment
      of the Dealer Manager in respect of the Offer

            	 
      	
              2

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              5.

            	 
      	
              Compensation

            	 
      	
              4

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              6.

            	 
      	
              Representations
      and Warranties of the Purchaser

            	 
      	
              5

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              7.

            	 
      	
              Agreements

            	 
      	
              8

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              8.

            	 
      	
              Conditions
      to the Obligations of the Dealer Manager and Termination
      Rights

            	 
      	
              9

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              9.

            	 
      	
              Indemnification

            	 
      	
              10

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              10.

            	 
      	
              Non-Disclosure

            	 
      	
              11

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              11.

            	 
      	
              Survival

            	 
      	
              11

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              12.

            	 
      	
              Notices

            	 
      	
              11

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              13.

            	 
      	
              Entire
      Agreement

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              14.

            	 
      	
              Successors

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              15.

            	 
      	
              Assignment

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              16.

            	 
      	
              Governing
      Law

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              17.

            	 
      	
              Partial
      Invalidity

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              18.

            	 
      	
              Miscellaneous

            	 
      	
              13

            


    

     

    
      
        	
                SCHEDULE
      1

              	
                Conditions
      Precedent Documentation

              	
                14

              


      

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS AGREEMENT is made on 7
September 2009

    


    BETWEEN:

    


    
      	
              (1)

            	
              CENTRAL EUROPEAN MEDIA
      ENTERPRISES LTD. (the "Purchaser");
      and

            


    

    


    
      	
              (2)

            	
              DEUTSCHE BANK AG, LONDON
      BRANCH ("Deutsche
      Bank", which expression shall, for the purposes of this Agreement,
      include any affiliate of Deutsche Bank AG, London Branch) (the "Dealer
      Manager");

            


    

    


    both
collectively referred to as the "Parties".

    


    WHEREAS:

    


    
      	
              (A)

            	
              The
      Purchaser has, in a tender offer memorandum dated 7 September 2009 (the
      "Offer to
      Purchase"), invited holders of the outstanding EUR 245 million
      8.25% Notes due May 2012 (the "Notes") to tender such
      Notes for purchase for cash by the Purchaser on the terms and conditions
      set out in the Offer to Purchase (the " Offer").

            


    

    


    IT IS AGREED as
follows:

    


    
      	
              1.

            	
              INTERPRETATION

            


    

    


    Unless
the contrary is stated, terms and expressions defined in the Offer to Purchase
shall have the same meanings in this Agreement.  Any reference in this
Agreement to a clause, sub-clause or schedule is, unless otherwise stated, to a
clause or sub-clause of or schedule to this Agreement.

    


    
      	
              2.

            	
              DEFINITIONS

            


    

    


    The terms
which follow, when used in this Agreement, shall have the meanings
indicated.

    


    "affiliate" has the meaning
given to it in Rule 405 under the Securities Act, as amended;

    


    "Agreements" means this
Agreement and the Tender Agency Agreement;

    


    "Business Day" means, for all
purposes other than payments, any day (other than a Saturday, a Sunday, or a
public holiday) on which commercial banks and foreign exchange markets are open
for business in London and for payment, any day (other than a Saturday, a
Sunday, or a public holiday) on which commercial banks and foreign exchange
markets are open for business in London;

    


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

    


    "Loss" means any liability,
damages, cost, loss or expense (including, without limitation, legal fees, costs
and expenses) except for punitive and consequential damages (being loss of
goodwill, opportunity or profit);

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    "Offer Materials" means the
documentation that the Purchaser has prepared or approved in connection with the
Offer, including each of:

    


    
      	
               
      

            	
              (a)

            	
              the
      Offer to Purchase and any information incorporated by reference therein on
      the Launch Date but not including any subsequent revision, supplement or
      amendment to, or incorporation of information in, the Offer to
      Purchase;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      amendments or supplements to the Offer to Purchase, as so amended or
      supplemented, including any information incorporated by reference in the
      Offer to Purchase by way of such amendments or supplements, in each case
      as at the date of such amendments or
  supplements;

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      announcement previously approved by the Purchaser relating to the Offer
      made (i) by the issue of a press release to a Notifying News Service
      and/or (ii) by the delivery of a notice (including a "DACE" Notice) to the
      Clearing Systems for communication to Direct Participants, and/or
      obtainable from the Tender Agent;
and

            


    

    


    
      	
               
      

            	
              (d)

            	
              such
      other announcements, press releases, notices, advertisements, information
      and/or written material as may be prepared or previously approved by the
      Purchaser for distribution and/or use in connection with the
      Offer;

            


    

    


    "person" means any individual,
company, corporation, firm, partnership, joint venture, association,
organisation, state or agency of a state or other entity, whether or not having
separate legal personality;

    


    "Relevant Party" means the
Dealer Manager and its affiliates, directors, officers, employees, agents or
controlling persons (within the meaning of section 15 of the Securities Act and
section 20 of the Exchange Act);

    


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

    


    "Tender Agency Agreement" means
the tender agency agreement between the Purchaser and the Tender Agent dated 7
September 2009; and

    


    "Tender Agent" means Deutsche
Bank AG, London Branch.

    


    
      	
              3.

            	
              AUTHORISATION

            


    

    


    The
Purchaser confirms it has:

    


    
      	
               
      

            	
              3.1.1

            	
              authorised
      the Dealer Manager to act on its behalf in connection with the Offer and
      in accordance with this Agreement;
and

            


    

    


    
      	
               
      

            	
              3.1.2

            	
              prepared
      and approved the Offer Materials and authorises the Dealer Manager to use
      the Offer Materials in connection with the Offer and make market
      announcements in relation to the
Offer.

            


    

    


    
      	
              4.

            	
              APPOINTMENT OF THE DEALER
      MANAGER IN RESPECT OF THE
OFFER

            


    

    


    
      	
              4.1

            	
              The
      Purchaser agrees that the Dealer Manager and its affiliates will act as
      dealer manager in connection with the Offer and that the Purchaser will
      not appoint any other person in connection with the Offer to carry out the
      services specified in this Agreement.  The Purchaser authorises
      the Dealer Manager to act on its behalf in connection with the
      Offer.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              4.2

            	
              The
      Dealer Manager accepts its appointment as dealer manager in connection
      with the Offer, and agrees (to the extent permitted by applicable law) to
      perform the following services in connection with the
    Offer:

            


    

    


    
      	
               
      

            	
              4.2.1

            	
              to
      use its reasonable endeavours to identify eligible Noteholders and to
      present the Offer to them on behalf of the Purchaser (including making
      copies of the Offer Materials available to eligible
      Noteholders).  It is agreed that the Purchaser has given full
      authority to the Dealer Manager to identify Noteholders by such means as
      the Dealer Manager considers necessary or
  desirable;

            


    

    


    
      	
               
      

            	
              4.2.2

            	
              to
      make its employees available at all reasonable times to answer queries
      from, and provide additional information to, Noteholders in connection
      with the Offer;

            


    

    


    
      	
               
      

            	
              4.2.3

            	
              to
      provide assistance as and when requested by the Purchaser in relation to
      any decision to extend, re-open, amend, waive any condition of or
      terminate the Offer;

            


    

    


    
      	
               
      

            	
              4.2.4

            	
              to
      communicate with the Tender Agent with respect to matters relating to the
      Offer;

            


    

    


    
      	
               
      

            	
              4.2.5

            	
              to
      make or arrange for the making of such announcements on behalf of the
      Purchaser as are agreed between the Parties in connection with the Offer;
      and

            


    

    


    
      	
               
      

            	
              4.2.6

            	
              to
      provide such other advice and assistance and undertake such other duties
      (including, but not limited to, those duties specifically ascribed to the
      Dealer Manager in the Offer Materials) in connection with the Offer that
      the Purchaser may reasonably request and as agreed in writing between the
      Parties from time to time.

            


    

    


    
      	
              4.3

            	
              The
      Dealer Manager may, in its sole discretion, continue to own or dispose of,
      in any manner it may elect, any Notes it may beneficially own at the date
      of this Agreement or acquire after such date, in any such case subject to
      applicable law and, in particular, the Dealer Manager has no obligation to
      the Purchaser pursuant to this Agreement, or otherwise, in respect of
      Notes beneficially owned by it to tender or refrain from tendering such
      Notes in the Offer, provided, however, that the Dealer Manager
      has  not taken, directly or indirectly, any action designed to
      cause or to result in, or that has constituted or might reasonably be
      expected to constitute, the manipulation of the price of any security to
      facilitate the Offer.

            


    

    


    
      	
              4.4

            	
              The
      Purchaser agrees that, from the date of this Agreement, it will not
      (unless required to do so by applicable law or regulation) file or publish
      any material (including any announcement, press release, notice,
      advertisement or similar information) in connection with the Offer or that
      uses the name of the Dealer Manager or refers to the Dealer Manager or its
      relationship with the Purchaser in connection with the Offer, without the
      Dealer Manager's prior written consent or, as the case may be, the Dealer
      Manager's prior written consent to the form of such reference, which
      consent, in each case, shall not be unreasonably withheld or
      delayed.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              4.5

            	
              The
      Purchaser agrees that neither the Dealer Manager nor any of its affiliates
      shall have any liability to the Purchaser or any other person for any Loss
      arising from any act or omission on the part of any broker or dealer in
      securities (a "Dealer"), bank or trust
      company, or any other person in connection with the Offer, and neither the
      Dealer Manager nor any of its affiliates shall be liable for any Loss
      arising from its own acts or omissions in performing its obligations as
      dealer manager under this Agreement or otherwise in connection with the
      Offer, except to the extent that any such Loss is finally judicially
      determined to have resulted from the bad faith, gross negligence or wilful
      misconduct of or by the Dealer Manager or its affiliates, as
      applicable.

            


    

    


    
      	
              4.6

            	
              No
      Dealer, bank or trust company soliciting or obtaining tenders of Notes in
      the Offer is to be deemed to be acting as the Dealer Manager's agent or
      the agent of the Purchaser or any of its affiliates, and the Dealer
      Manager, as dealer manager in connection with the Offer, is not to be
      deemed the agent of any Dealer, bank or trust company or the agent or
      fiduciary of the Purchaser or any of its affiliates, equity holders,
      creditors or of any other person.  In acting in accordance with
      the terms of this Agreement, the Dealer Manager shall not be acting, and
      shall not be deemed for any purpose to act, as a partner or joint venturer
      of or a member of a syndicate or group with the Purchaser or any of its
      affiliates in connection with the Offer, any purchase of the Notes or
      otherwise, and neither the Purchaser nor its affiliates shall be deemed to
      act as agent of the Dealer Manager.  The Purchaser shall have
      sole authority for the acceptance or rejection of any and all tenders of
      Notes in the Offer.

            


    

    


    
      	
              5.

            	
              COMPENSATION

            


    

    


    
      	
              5.1

            	
              Fee: The Purchaser will
      pay to the Dealer Manager in respect of the services provided by the
      Dealer Manager hereunder (i) a fixed fee of €200,000,
      plus (ii) if the aggregate principal amount of the Notes purchased
      pursuant to the Offer (the “Accepted Principal Amount”) exceeds €30,000,000, a fee
      equal to 0.5% multiplied by the difference between the Accepted Principal
      Amount and €30,000,000, which shall in aggregate be due and payable on the
      Settlement Date.

            


    

    


    
      	
              5.2

            	
              General Expenses:
      Whether or not Notes are offered for sale by holders or accepted by the
      Purchaser, the Purchaser shall pay or cause to be paid to the Dealer
      Manager:

            


    

    


    
      	
               
      

            	
              5.2.1

            	
              all
      expenses reasonably incurred in the preparation, printing, mailing and
      publishing of the Offer to Purchase, any Additional Materials, this
      Agreement and any other materials and information relating to the
      Offer;

            


    

    


    
      	
               
      

            	
              5.2.2

            	
              all
      advertising charges reasonably incurred in connection with the
      Offer;

            


    

    


    
      	
               
      

            	
              5.2.3

            	
              all
      costs reasonably incurred in the publication of notices and other
      communications with holders reasonably necessary in connection with the
      Offer; and

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              5.2.4

            	
              all
      other expenses reasonably incurred by the Dealer Manager in connection
      with their acting as Dealer Manager including, without limitation, their
      reasonable out of pocket expenses and fees and disbursements of their
      legal counsel(s), plus value added tax (“VAT”), if any, and all
      other costs and expenses incidental to the performance of their
      obligations hereunder and in connection with the Offer, including those
      related to marketing conducted in connection
  therewith.

            


    

    


    
      	
              5.3

            	
              Purchaser’s Expenses:
      The Purchaser shall be responsible for all of their own fees, expenses and
      other costs incurred in connection with the Offer including, without
      limitation, its own legal fees, the tender agent fees, any accounting and
      auditors’ fees and expenses and any of the items referred to in Clause
      5.2.

            


    

    


    
      	
              5.4

            	
              Payment: All payments
      under this Agreement shall be made in accordance with the payment
      instructions of the Dealer Manager on the due date for payment or within
      30 calendar days of the invoice, as the case may be. All amounts payable
      under this Agreement are exclusive of VAT, sales and any similar taxes
      which may be payable on those payments, which will be invoiced to, or
      otherwise payable by, the Purchaser. All payments under this Agreement
      shall be made in full without set-off, condition, restriction,
      counterclaim, deduction or
withholding.

            


    

    


    
      	
              6.

            	
              REPRESENTATIONS AND WARRANTIES
      OF THE PURCHASER

            


    

    


    The
Purchaser hereby represents, warrants and agrees with the Dealer Manager, on
each of the date of this Agreement, the Launch Date (if other than the date
hereof), the Settlement Date and each day falling between the Launch Date and
the Settlement Date, as follows:

    


    
      	
               
      

            	
              6.1.1

            	
              the
      Purchaser and each of its subsidiaries have been duly organized and are
      validly existing and, where applicable, in good standing under the laws of
      their respective jurisdictions of organization, are duly qualified to do
      business and, where applicable, are in good standing in each jurisdiction
      in which their respective ownership or lease of property or the conduct of
      their respective businesses requires such qualification, and have all
      power and authority necessary to own or hold their respective properties
      and to conduct the businesses in which they are engaged, except where the
      failure to be so qualified or have such power or authority would not,
      individually or in the aggregate, have a material adverse effect on the
      business, properties, financial position, results of operations,
      shareholders’ equity, cashflow or prospects of the Purchaser and its
      subsidiaries taken as a whole, or on the performance by the Purchaser and
      its subsidiaries of its obligations under the Agreements (a “Material Adverse
      Effect”);

            


    

    


    
      	
               
      

            	
              6.1.2

            	
              assuming
      the Offer is made as contemplated to exclude persons in the United States
      and the use of any US jurisdictional means and that the US securities laws
      do not apply, the Purchaser is able lawfully to make and complete the
      Offer and to execute and perform its obligations under the
      Agreements;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              6.1.3

            	
              the
      Purchaser has full right, power and authority to execute and deliver the
      Agreements and any other agreement or instrument entered into with respect
      to the Offer and to perform its obligations hereunder and thereunder; and
      all action (corporate or other) required to be taken for the due and
      proper authorization, execution and delivery of each of such Agreements or
      other agreements or instruments and the consummation of the transactions
      contemplated thereby has been duly and validly taken; and the Agreements
      constitute legal, valid and binding obligations of the Purchaser,
      enforceable in accordance with their respective terms subject to all
      applicable insolvency laws and other laws affecting the rights of
      creditors generally, and subject, as to enforceability, (i) to general
      principles of equity (regardless of whether enforcement is sought in a
      proceeding in equity or at law) and (ii) with respect to the
      enforceability of a judgment whether there is a treaty in force relating
      to the mutual recognition of foreign
judgments;

            


    

    


    
      	
               
      

            	
              6.1.4

            	
              the
      authorization, execution, delivery and performance by the Purchaser of
      each of the Agreements and compliance by the Purchaser with the terms
      thereof and the consummation of the transactions contemplated by the
      Agreements will not (i) conflict with or result in a breach or violation
      of any of the terms or provisions of, or constitute a default under, or
      result in the creation or imposition of any lien, charge or encumbrance
      upon any property or assets of the Purchaser or any of its subsidiaries
      pursuant to, any indenture, mortgage, deed of trust, loan agreement or
      other agreement or instrument to which the Purchaser or any of its
      subsidiaries is a party or by which the Purchaser or any of its
      subsidiaries is bound or to which any of the property or assets of the
      Purchaser or any of its subsidiaries is subject, (ii) result in any
      violation of the provisions of the charter or by-laws or similar
      organizational documents of the Purchaser or any of its subsidiaries or
      (iii) result in the violation of any law or statute or any judgment,
      order, rule or regulation of any court or arbitrator or governmental or
      regulatory authority;

            


    

    


    
      	
               
      

            	
              6.1.5

            	
              no
      consent, approval, authorization, order, filing, registration or
      qualification of or with any court or arbitrator or governmental or
      regulatory authority is required for the execution, delivery and
      performance by the Purchaser of the Agreements and compliance by the
      Purchaser with the terms thereof and the consummation of the transactions
      contemplated by the Agreements;

            


    

    


    
      	
               
      

            	
              6.1.6

            	
              the
      Offer Materials contain all the information required to comply with
      applicable laws and regulations, and comply with the requirements of the
      laws and regulations of those jurisdictions in which (i) they are or will
      be distributed by or on behalf of the Purchaser or (ii) solicitations of
      tenders are or will be made pursuant to the Offer, and otherwise comply in
      all material respects with such laws and
  regulations;

            


    

    


    
      	
               
      

            	
              6.1.7

            	
              the
      Offer Materials, as of their respective dates and as of the expiration and
      the closing of the Offer, did not and will not, contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading; provided that
      the Purchaser makes no representation or warranty with respect to any
      statements or omissions made in reliance upon and in conformity with
      information relating to the Dealer Manager furnished to the Purchaser in
      writing by such Dealer Manager expressly for use in the Offer
      Materials.  No order or decree preventing the use of the Offer
      Materials, or any order asserting that the transactions contemplated by
      this Agreement are subject to the registration requirements of the
      Securities Act or any other securities laws has been issued, and no
      proceeding for that purpose has commenced or is pending or, to the
      knowledge of the Purchaser, is
contemplated;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              6.1.8

            	
              the
      Purchaser has not paid or agreed to pay to any person any compensation for
      the solicitation of tenders from Noteholders pursuant to the Offer (except
      as contemplated by the Agreements);

            


    

    


    
      	
               
      

            	
              6.1.9

            	
              neither
      the Purchaser nor any of its subsidiaries has taken, directly or
      indirectly, any action designed to or that could reasonably be expected to
      cause or result in any stabilization or manipulation of the price of any
      security to facilitate the Offer or encourage Noteholders to tender Notes
      in the Offer;

            


    

    


    
      	
               
      

            	
              6.1.10

            	
              except
      as otherwise disclosed in the Offer Materials, no stamp, issuance,
      transfer or other similar taxes or duties are payable by or on behalf of
      the Initial Purchasers in Bermuda, The Netherlands Antilles and The
      Netherlands, the United Kingdom or the United States or any political
      subdivision or taxing authority thereof or therein in connection with the
      execution and delivery of the Agreements and the consummation of the
      transactions contemplated hereby and
thereby;

            


    

    


    
      	
               
      

            	
              6.1.11

            	
              except
      as described in the Offer Materials or available in the Purchaser’s public
      filings, there are no legal, governmental or regulatory investigations,
      actions, suits or proceedings pending to which the Purchaser or any of its
      subsidiaries is or may be a party or to which any property of the
      Purchaser or any of its subsidiaries is or may be the subject that,
      individually or in the aggregate, if determined adversely to the Purchaser
      or any of its subsidiaries, could reasonably be expected to have a
      Material Adverse Effect; and to the best knowledge of the Purchaser no
      such investigations, actions, suits or proceedings are threatened by any
      governmental or regulatory authority or by
  others;

            


    

    


    
      	
               
      

            	
              6.1.12

            	
              no
      event has occurred or circumstances arisen that might (whether or not with
      the giving of notice and/or the passage of time and/or the fulfilment of
      any other requirement) constitute an event of default as described under
      the terms and conditions of the
Notes.

            


    

    


    
      	
               
      

            	
              6.1.13

            	
              none
      of the Purchaser and any of its affiliates or subsidiaries is aware of any
      fact or circumstance (other than as disclosed in the Offer Materials or
      available in the Purchaser’s public filings) which, if made public, might
      reasonably be expected to have a significant effect on the price or value
      of the Notes or any other securities issued by the Purchaser;
      and

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              6.1.14

            	
              provided
      the Purchaser consummates its offering of at least €150,000,000
      principal amount of the Purchaser’s Senior Notes due 2016, the
      Purchaser has or will have available funds, and is or will be authorised
      to use such funds under applicable law, to pay the full Purchase Price for
      the Notes that it may become committed to purchase pursuant to the Offer,
      and all related fees and expenses.

            


    

    


    
      	
              7.

            	
              AGREEMENTS

            


    

    


    
      	
              7.1

            	
              The
      Purchaser agrees with the Dealer Manager as
  follows:

            


    

    


    
      	
               
      

            	
              7.1.1

            	
              it
      will, if necessary, produce such supplements to the Offer Materials as may
      be required to ensure the accuracy of the representations, warranties and
      agreements of the Purchaser under this
  Agreement;

            


    

    


    
      	
               
      

            	
              7.1.2

            	
              it
      will furnish to the Dealer Manager, without charge, during the period
      beginning on the Launch Date and continuing to, and including, the
      Settlement Date, the Offer Materials (excluding any information
      incorporated by reference therein that is available on or prior to the
      Launch Date) and any amendments and supplements
  thereto;

            


    

    


    
      	
               
      

            	
              7.1.3

            	
              it
      will not amend or supplement the Offer Materials without giving prior
      notice to and consulting with the Dealer
  Manager;

            


    

    


    
      	
               
      

            	
              7.1.4

            	
              it
      will not extend, re-open, amend, waive any condition of or terminate the
      Offer without giving prior notice to and consulting with the Dealer
      Manager;

            


    

    


    
      	
               
      

            	
              7.1.5

            	
              it
      will not directly or indirectly solicit any person in the United States to
      tender into the offer or knowingly accept tenders from any person in or
      from the United States;

            


    

    


    
      	
               
      

            	
              7.1.6

            	
              it
      will, as any such taxes or duties become due and payable, bear and pay all
      stamp, registration and other taxes and duties (other than income tax)
      which may be payable upon or in connection with the Offer or the execution
      of the Agreements; and

            


    

    


    
      	
               
      

            	
              7.1.7

            	
              it
      will advise the Dealer Manager promptly of (i) the occurrence of any
      event, or the discovery of any fact, the occurrence or existence of which
      would require the making of any change to any Offer Materials then being
      used or would cause any representation or warranty contained in this
      Agreement to be untrue or inaccurate in any material respect, (ii) the
      issuance by any governmental or regulatory authority of any comment or
      order or the taking of any other action concerning the Offer and (iii) any
      material developments in connection with the Offer, including, without
      limitation, the commencement of any legal proceedings concerning the
      Offer.

            


    

    


    
      	
              7.2

            	
              The
      Purchaser acknowledges and agrees that the Dealer Manager (a) has been
      retained solely to provide the services set forth in this Agreement; (b)
      may perform the services contemplated by this Agreement in conjunction
      with its affiliates, and any of its affiliates performing services under
      this Agreement shall be entitled to the benefits and be subject to the
      terms of this Agreement; (c) is a securities firm engaged in securities
      trading and brokerage activities and providing investment banking and
      financial advisory services and, in the ordinary course of business, the
      Dealer Manager and its affiliates may at any time hold long or short
      positions, and may trade or otherwise effect transactions, for its own
      account or the accounts of customers, in debt or equity securities of the
      Purchaser, its affiliates or other entities that may be involved in the
      transactions contemplated by this Agreement; and (d) is not an adviser as
      to legal, tax, accounting or regulatory matters in any jurisdiction and
      the Purchaser must consult with its own advisers concerning such matters
      and will be responsible for making its own independent investigation and
      appraisal of the transactions contemplated by this Agreement, and the
      Dealer Manager shall have no responsibility or liability to the Purchaser
      with respect to any advice given as to legal, tax, accounting or
      regulatory matters.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              7.3

            	
              The
      Purchaser acknowledges and agrees
that:

            


    

    


    
      	
               
      

            	
              7.3.1

            	
              the
      Dealer Manager has been retained pursuant to this Agreement solely to act
      as dealer manager in connection with the Offer and that no fiduciary,
      advisory or agency relationship exists between the Dealer Manager and the
      Purchaser or has been created in respect of this Agreement, irrespective
      of whether the Dealer Manager has advised or is advising the Purchaser on
      other matters; and

            


    

    


    
      	
               
      

            	
              7.3.2

            	
              the
      Purchaser has been advised that the Dealer Manager and its affiliates are
      engaged in a broad range of transactions which may involve interests that
      differ from those of the Purchaser and that the Dealer Manager has no
      obligation pursuant to this Agreement to disclose such interests and
      transactions to the Purchaser by virtue of any fiduciary, advisory or
      agency relationship.

            


    

    


    
      	
              8.

            	
              CONDITIONS TO THE OBLIGATIONS
      OF THE DEALER MANAGER AND TERMINATION
  RIGHTS

            


    

    


    
      	
              8.1

            	
              The
      obligations of the Dealer Manager under this Agreement are at all times
      subject to the conditions that:

            


    

    


    
      	
               
      

            	
              8.1.1

            	
              all
      consents and approvals of any court, government department or other
      regulatory body required by the Purchaser for or in connection with (i)
      the execution of, or performance of the Purchaser's obligations under, the
      Agreements and (ii) the making and completion of the Offer (including,
      without limitation, the distribution of the Offer Materials), shall have
      been obtained and be unconditional and remain in full force and
      effect;

            


    

    


    
      	
               
      

            	
              8.1.2

            	
              before
      the Settlement Date, the Purchaser shall have delivered to the Dealer
      Manager such further information, certificates and documents as the Dealer
      Manager may reasonably request relating to the Offer or otherwise relating
      to the matters contemplated hereby;
and

            


    

    


    
      	
               
      

            	
              8.1.3

            	
              the
      Purchaser shall have procured the delivery to the Dealer Manager on the
      date of this Agreement the conditions precedent documentation contained in
      items 1 and 2 of Schedule 1 to this
Agreement.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              8.2

            


    

    


    
      	
               
      

            	
              8.2.1

            	
              If:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      of the conditions specified in this Clause 8 is not satisfied when and as
      provided in this Agreement; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      of the representations, warranties and agreements given or made by the
      Purchaser set forth in this Agreement is untrue or is breached in any
      respect,

            


    

    


    the
Dealer Manager may (after prior consultation with the Purchaser, where
practicable) at, or any time prior to, the Settlement Date give a termination
notice to the Purchaser.

    


    
      	
              8.3

            	
              On
      the giving of a termination notice under Clause 8.2 at any time on or
      before the Settlement Date, this Agreement shall terminate (subject to
      Clause 11) and the Dealer Manager or the Purchaser shall be discharged
      from performance of its obligations under this Agreement, provided, however, that the Dealer Manager
      shall receive all fees and expenses payable under this Agreement which
      have accrued to the date of such termination notice (provided, in the case
      of the fees set out in Clause 5.1, the Tender Offer has
      settled).

            


    

    


    
      	
              8.4

            	
              In
      addition to the termination rights provided under Clause 8.2, this
      Agreement shall terminate (subject to Clause 11) (i) on the Settlement
      Date, (ii) upon written notice by the Purchaser to the Dealer Manager to
      terminate this Agreement at any time in the event they decide not to
      proceed with the Offer or (iii) upon the expiration, termination or
      withdrawal of the Offer and in each case, the Purchaser and the Dealer
      Manager shall each be discharged from performance of its obligations under
      this Agreement,
      provided, however, that the Dealer Manager
      shall receive all fees and expenses payable under this Agreement which
      have accrued to the date of such termination notice  (provided,
      in the case of the fees set out in Clause 5.1, the Offer has
      settled).

            


    

    


    
      	
              9.

            	
              INDEMNIFICATION

            


    

    


    
      	
              9.1

            	
              The
      Purchaser undertakes and agrees with the Dealer Manager that, if the
      Dealer Manager or any Relevant Party incurs any Loss arising out of, in
      connection with or based upon:

            


    

    


    
      	
               
      

            	
              9.1.1

            	
              any
      actual or alleged breach by the Purchaser of any of the terms of, or any
      of the representations, warranties and/or undertakings given pursuant to,
      this Agreement; or

            


    

    


    
      	
               
      

            	
              9.1.2

            	
              any
      untrue or misleading (or allegedly untrue or misleading) statement by the
      Purchaser in, or any omission (or alleged omission) from, the Offer to
      Purchase,

            


    

    


    
      	
              9.2

            	
              the
      Purchaser shall pay to the Dealer Manager on demand an amount equal to
      such Loss. The Dealer Manager shall not settle any claim against it
      involving the incurrence of any such Loss without the prior written
      consent of the Purchaser (such consent not to be unreasonably withheld or
      delayed).  The Dealer Manager shall not have any duty or other
      obligation, whether as fiduciary or trustee, for any Relevant Party or
      otherwise, to recover such payment or to account to any other person for
      any amounts paid to it under this Clause
9.2.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              10.

            	
              NON-DISCLOSURE

            


    

    


    No Party
to this Agreement shall disclose the provisions of this Agreement to any other
person (except to its legal, financial or other professional advisers) without
the prior written consent of the other Party, unless a Party reasonably
determines that the failure to make such disclosure would violate applicable law
or regulations or is required to be disclosed by applicable law or regulations
(including pursuant to any securities laws or listing requirements) in which
case that Party shall promptly notify the other Party of the proposed disclosure
and the reasons for such disclosure.

    


    
      	
              11.

            	
              SURVIVAL

            


    

    


    
      	
              11.1

            	
              The
      respective agreements, representations, warranties and indemnities of the
      Purchaser and the Dealer Manager set forth in or made pursuant to this
      Agreement shall continue in full force and effect and shall survive any
      termination of this Agreement and the completion of the Offer, regardless
      of any investigation made by or on behalf of the Purchaser or the Dealer
      Manager or any of them.

            


    

    


    
      	
              11.2

            	
              Clauses
      5, 6, and 9 shall survive any termination of this
    Agreement.

            


    

    


    
      	
              12.

            	
              NOTICES

            


    

    


    Any
notice or notification in any form to be given to the Purchaser or the Dealer
Manager may be delivered in person or sent by facsimile addressed
to:

    


    If to the
Purchaser:

    


    Central
European Media Enterprises Ltd.

    c/o CME
Development Corporation

    52
Charles Street

    London

    W1J
5EU

    United
Kingdom

    


    
      	
               
      

            	
              Facsimile
      number:

            	
              +44
      (0)207 127 5801

            


    

    
      	
               
      

            	
              Email:

            	
              Dan.Penn@cme-net.com

            


    

    
      	
               
      

            	
              Attention
      of:

            	
              Daniel
      Penn, Esq.

            


    

    


    with a
copy to:

    


    Katten
Muchin Rosenman LLP

    575
Madison Avenue

    New York,
NY 10022

    United
States

    


    Attention
of: Robert L. Kohl, Esq.

    


    If to the Dealer
Manager:

    


    Deutsche
Bank AG, London Branch

    Winchester
House

    1 Great
Winchester Street

    London

    EC2N
2DB

    United
Kingdom

    


    
      	
               
      

            	
              Email:

            	
              liability.management@db.com

            


    

    
      	
               
      

            	
              Telephone:

            	
              +44
      207 545 8011

            


    

    
      	
               
      

            	
              Attention
      of:

            	
              Liability
      Management Group

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Any such
notice shall be in English and shall take effect, in the case of delivery, at
the time of delivery and, in the case of facsimile, at the time of
despatch.

    


    
      	
              13.

            	
              ENTIRE
      AGREEMENT

            


    

    


    This
Agreement contains the entire understanding of the Parties with respect to the
Dealer Manager acting as dealer manager for the Offer and supersedes all
previous agreements between the Parties relating to these transactions and may
not be modified or amended except by an agreement in writing executed by the
Parties.  Any provision of this Agreement may be waived if such waiver
is in writing and is signed by the Party against whom the waiver is to be
effective.

    


    
      	
              14.

            	
              SUCCESSORS

            


    

    


    This
Agreement will inure to the benefit of and be binding upon the Parties and their
respective successors and no other person will have any right or obligation
hereunder.

    


    
      	
              15.

            	
              ASSIGNMENT

            


    

    


    Neither
the Dealer Manager nor the Purchaser may assign its rights or transfer its
obligations under this Agreement, in whole or in part, without the prior written
consent of the other Party.  In the absence of such written consent,
any purported assignment or transfer shall be void.

    


    
      	
              16.

            	
              GOVERNING
      LAW

            


    

    


    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts to be performed wholly within the
State of New York.  Each of the parties hereto waives any right to
trial by jury in any action, claim, suit or proceeding with respect to the
Dealer Manager’s engagement hereunder.  The parties hereto consent to
the jurisdiction of the courts of England and Wales located in London in any
action or proceeding related to this Agreement (except that a judgment obtained
in such courts may be enforced in any jurisdiction) and the Purchaser hereby
appoints CME Development Corporation, with the notice details specified in
Clause 12 hereof, as its agent for service of process hereunder. The provisions
of this Clause 16 are intended to be effective upon the execution of this
Agreement without any further action by the parties hereto and the introduction
of a true copy of this Agreement into evidence shall be conclusive and final
evidence as to such matters.

    


    
      	
              17.

            	
              PARTIAL
      INVALIDITY

            


    

    


    If, at
any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              18.

            	
              MISCELLANEOUS

            


    

    


    
      	
              18.1

            	
              Time
      shall be of the essence of this
Agreement.

            


    

    


    
      	
              18.2

            	
              The
      heading to each clause is included for convenience only and shall not
      affect the construction of this
Agreement.

            


    

    


    
      	
              18.3

            	
              This
      Agreement may be executed in any number of counterparts, all of which,
      taken together, shall constitute one and the same agreement and any party
      may enter into this Agreement by executing a
  counterpart.

            


    

    


    
      	
              18.4

            	
              For
      the purposes of this Agreement, the Dealer Manager shall treat the
      Purchaser as a professional client.

            


    

    


    AS WITNESS the hands of the
duly authorised representatives of the parties to this Agreement the day and
year first before written.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SIGNATURES


    
      	
              CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

            
	 
      	 
      	 
      
	
              By:
      /s/ Charles
      Frank

            	 
      	 
      
	 
      	 
      	 
      
	 
	
              DEUTSCHE
      BANK AG, LONDON BRANCH

            
	 
      	 
      	 
      
	
              By:
      /s/ Camelia
      Robu

            	 
      	
              /s/ Matthias
  Russwurm