ex10_11.htm


    
      
        

      

    

    Exhibit
10.11

    


     

    SECURITY
ASSIGNMENT


     

    between


     

    CME
MEDIA ENTERPRISES B.V.


     

    and

     

    CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.


     

    and

     

    THE
BANK OF NEW YORK MELLON

    acting
through its London Branch

     

    and

    


    THE
LAW DEBENTURE TRUST CORPORATION p.l.c.

     

    Dated     17
September 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS SECURITY ASSIGNMENT (the
"Assignment") is dated
made on the 17th
of September 2009

     

    BETWEEN:

     

    
      	
              (1)

            	
              CME MEDIA ENTERPRISES B.V.,
      a company organized under the laws of the Netherlands, and having
      its registered office at Dam 5B, 1012 JS Amsterdam, the Netherlands
      ("CME
      ME");

            


    

     

    
      	
              (2)

            	
              CENTRAL EUROPEAN MEDIA
      ENTERPRISES LTD., a company incorporated under the laws of Bermuda,
      and having
      its registered office at Clarendon House, 2 Church Street, Hamilton, HM 11
      Bermuda ("CME
      Ltd"); and

            


    

     

    
      	
              (3)

            	
              THE BANK OF NEW YORK
      MELLON, a company incorporated under the laws of the State of New
      York, USA, acting through
      its London Branch, which is at One Canada Square, London E14 5AL
      (the “2009 Note
      Trustee”); and

            


    

     

    
      	
              (4)

            	
              THE LAW DEBENTURE TRUST
      CORPORATION p.l.c., a company incorporated under the laws of the
      England  and having its registered office at Fifth Floor, 100
      Wood Street, London EC2V 7EX (the "Assignee").

            


    

     

    Each a
"Party" and collectively
referred to as the "Parties".

     

    BACKGROUND:

     

     

    
      	
              (A)

            	
              Each
      Assignor (as such term is defined below) is entering into this Assignment
      in connection with the Indenture (as such term is defined
      below):

            


    

     

    
      
        	
                (B)

              	
                The
      Assignee and each Assignor intend this document to take effect as a deed
      (even though a Party may only execute it under
  hand).

              


      

    

     

    IT IS
AGREED as follows:

     

    
      	
              1.

            	
              Interpretation

            


    

     

    
      	
              1.1

            	
              Capitalized
      terms not otherwise defined herein shall, unless the context requires
      otherwise, bear the meaning ascribed thereto in the
    Indenture:

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              "Assigned
      Contract"

            	 	
              means
      the Framework Agreement, as amended or supplemented from time to
      time;

            
	 	 	 
	
              "Assigned
      Rights"

               

            	 	
              means
      all present and future rights, title and interest of each Assignor in,
      under and to the Framework Agreement including, without limitation, the
      right of each Assignor to receive all amounts payable under the Framework
      Agreement and all present and future claims, causes of action, payments
      and proceeds in respect thereof, whether now or in the
    future;

            
	 	 	 
	
              "Assignors"

            	 	
              means
      CME ME and CME Ltd and "Assignor" means, as
      appropriate, CME ME or CME Ltd;

            
	 	 	 
	
              "Business
      Day"

            	 	
              means,
      in respect of any day, a day on which banks are generally open for
      transactions in London and New York;

            
	 	 	 
	
              "Election
      Notice"

            	 	
              has
      the meaning given in Schedule 1 hereto;

            
	 	 	 
	
              "Event of
      Default"

            	 	
              has
      the meaning given in the Indenture;

            
	 	 	 
	
              “Financing
      Agreements”

               

              "Framework
      Agreement"

            	 	
              means
      the Indenture and the Security Documents;

               

              means
      the Framework Agreement among CME ME, CME Ltd and PPF dated December 13,
      2004 as amended on May 2, 2005;

            
	 	 	 
	
              “Indenture”

            	 	
              means
      the Indenture dated on or about the date hereof between CME Ltd., Central
      European Media Enterprises NV, CME ME, the 2009 Note Trustee and the
      Assignee;

            
	 	 	 
	
              “Original
      Contract Assignments”

            	 	
              means
      the Security Assignment dated May 5, 2005 between the Assignors and
      JPMorgan Chase Bank, NA, London Branch, the Security Assignments dated May
      16, 2007 between the Assignors and BNY Corporate Trustee Services Limited
      and The Bank of New York and  the Security Assignments dated
      March 10, 2008 between the Assignors and the Bank of New York
      ;

            
	 	 	 
	
              "PPF"

            	 	
              means
      JR Holdings Limited (formerly known as PPF (Cyprus) Limited), a company
      organized under the laws of the Republic of Cyprus with registered number
      HE 92433, and having its registered office at Arch. Makariou III, 2-4,
      Capital Center, 9th Floor, PC 1505, Nicosia, Cyprus. The name of the
      company was changed from PPF (Cyprus) Limited on  March 1,
      2006;

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
              "Prior
      Assignments"

            	 	
              means
      the Assignments dated July 21, 2006 and August 22, 2007 between the
      Assignors and European Bank for Reconstruction and
      Development;

            
	 	 	 
	
              "Receiver"

            	 	
              has
      the meaning given in Clause 8 hereof;

            
	 	 	 
	
              "Secured
      Liabilities"

               

            	 	
              means
      all present and future moneys, debts and liabilities due, owing or
      incurred by the Assignors to the  2009 Note
      Trustee  or the Assignee under or in connection with the
      Financing Agreements (in each case, whether alone or jointly, or jointly
      and severally, with any other person, whether actually or contingently and
      whether as principal, surety or otherwise);

            
	 	 	 
	
              "Security
      Assets"

            	 	
              means
      the Assigned Rights, being the assets the subject of the security created
      hereunder;

            
	 	 	 
	
              "Security
      Documents"

            	 	
              has
      the meaning given in the Indenture;

            
	 	 	 
	
              "Security
      Interest"

            	 	
              means
      any mortgage, pledge, lien, charge, assignment, hypothecation or security
      interest or any other agreement or arrangement having the effect of
      conferring security; and

            
	 	 	 
	
              "Security
      Period"

            	 	
              means
      in respect of the Security Assets, the period beginning on the date hereof
      and ending on the date upon which all the Secured Liabilities which have
      arisen have been unconditionally and irrevocably paid and discharged in
      full or the security created hereby has been unconditionally and
      irrevocably released and
discharged.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    1.2          Construction

     

    In
construing this Assignment, unless otherwise specified:

     

    
      	
               
      

            	
              (a)

            	
              references
      to a "person" shall mean any individual, firm, company, government, state
      or agency of a state, local or municipal authority, or any joint venture
      association or partnership (whether or not having separate legal
      personality),

            


    

     

    
      	
               
      

            	
              (b)

            	
              references
      to this Assignment, the other Financing Agreements or any other document
      referred to herein is a reference to this Assignment, the other Financing
      Agreements or such other document as amended, varied, novated or
      supplemented at any time,

            


    

     

    
      	
               
      

            	
              (c)

            	
              references
      to Clause and Schedule headings are for ease of reference
    only

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      reference to the "Assignee" or the "Assignor" shall include its and any
      subsequent successors and any permitted transferees in accordance with
      their respective interests; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              an
      amount shall be considered to be "irrevocably paid" if it is not capable
      of being avoided or reduced by virtue of any bankruptcy, insolvency,
      liquidation or similar laws.

            


    

     

    
      	
              1.3

            	
              Rights of Third
      Parties

            


    

     

    A person
who is not a party to this Assignment has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this Assignment.

     

    
      	
              2.

            	
              Assignment

            


    

     

    
      	
               
      

            	
              (a)

            	
              As
      a continuing security for the payment, discharge and performance of all
      the Secured Liabilities, at any time owed or due to the 2009 Note Trustee
      or the Assignee, each Assignor unconditionally and irrevocably assigns and
      agrees to assign absolutely with full title guarantee (save for those
      security interests created by the Original Contract Assignments and the
      Prior Assignments), its rights, title and interest in respect of the
      Security Assets to and in favour of the
  Assignee;

            


    

     

    provided
that forthwith upon the expiry of the Security Period, the Assignee shall, at
the request and expense of the Assignors, (without warranty or other liability)
re-assign to each Assignor the items assigned by such Assignor pursuant to this
Clause 2 (Assignment).

     

    It is the
intention of CME Ltd on or about the date hereof to repay the loan which is
secured inter alia by
the Prior Assignments.  By a Global Deed of Release made on or before
the date hereof, EBRD has agreed to release the Prior Assignments upon repayment
of such loan and upon such release the first paragraph of this sub-clause (a)
shall be read and construed as if the words “and the Prior Assignments” were
deleted and Clause 5(a) shall be read and construed as if the words “or the
Prior Assignments” were deleted.

     

    
      	
               
      

            	
              (b)

            	
              The
      Assignors and the Assignee shall forthwith give notice of the assignment,
      to be effected in accordance with Clause 2(a), of the Assignors’ rights,
      title and interest in and to the Security Assets
  by:

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              sending
      a notice of assignment to PPF substantially in the form set out in
      Schedule 1 with such amendments as the Assignee may agree;
    and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Assignors using their best endeavours to procure that PPF acknowledges the
      notice of assignment substantially in the form set out in Schedule 2 with
      such amendments as the Assignee may
agree.

            


    

     

    
      
        	
              	
                (c)

              	
                Each
      Assignor shall promptly execute all documents and do all things and take
      whatever action the Assignee (acting on the instructions of the 2009 Note
      Trustee) or a Receiver may reasonably require
  to:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              perfect
      or protect the Security Interest created by this Assignment;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              facilitate
      the realization of any Security Asset or the exercise of any right, power
      or discretion exercisable by the Assignee or any Receiver or any of its or
      their delegates or sub-delegates in respect of any Security
      Asset;

            


    

     

    including,
without limitation, the execution of any transfer, conveyance, assignment or
assurance of any property whether to the Assignee or to its nominees, and the
giving of any notice, order, or direction and the making of any registration,
which in any case, the Assignee (acting on the instructions of the 2009 Note
Trustee) may think expedient.

     

    
      
        	
              	
                (d)

              	
                Notwithstanding
      anything contained herein:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      Assignors shall remain liable under the Assigned Contract to perform all
      the obligations assumed by them thereunder;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Assignee shall not be under any obligations or liability under the
      Assigned Contract, other than in connection with exercising its rights
      thereunder or be liable to make any payment
  thereunder.

            


    

     

    
      
        	
              	
                (e)

              	
                The
      Parties agree that at any time other than when an Event of Default has
      occurred and is continuing, the Assignors shall be permitted to exercise
      each of the Assigned Rights without
restriction.

              


      

    

     

    
      
        	
                3.

              	
                Preservation Of
      Security

              


      

    

     

    
      
        	
                3.1

              	
                Continuing
      security

              


      

    

     

    The
security constituted by this Assignment is continuing up to and including the
last day of the Security Period.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              3.2

            	
              Additional
      security

            


    

     

    The
security constituted by this Assignment is in addition to and is not in any way
prejudiced by any other security now or subsequently held by the Assignee for
any Secured Liability.

     

    
      	
              4.

            	
              Representations And
      Warranties

            


    

     

    
      	
              4.1

            	
              Representations and
      warranties

            


    

     

    Each
Assignor makes on the date hereof the representations and warranties set out in
this Clause 4 to the Assignee.

     

    
      	
              4.2

            	
              Powers and
      authority

            


    

     

    It has
the power to enter into and perform, and has taken all necessary action to
authorise the entry into, performance and delivery of, this Assignment and the
transactions contemplated by this Assignment.

     

    
      	
              4.3

            	
              Legal
      validity

            


    

     

    This
Assignment constitutes, or when executed in accordance with its terms will
constitute, its legal, valid and binding obligation enforceable in accordance
with its terms and as at the date of this Assignment, neither Assignor is in
material breach of the Assigned Contract.

     

    
      	
              4.4

            	
              Consents

            


    

     

    To the
best of its knowledge and belief all authorisations required or advisable in
connection with the entry into, performance, validity and enforceability of this
Assignment have been obtained or effected and are in full force and
effect.

     

    
      	
              4.5

            	
              No
    Conflict

            


    

     

    The entry
into and performance by it of this Assignment do not and will not:

     

    
      
         (a)           conflict
with any law or regulation or judicial or official
order;

      

    

     

    
      
         (b)          
conflict
with its constitutional documents; or

      

    

     

    (c)       
   conflict with any document which is binding upon it or its
assets.

     

    
      	
              5.

            	
              Encumbrances And
      Disposals

            


    

     

    Save for
those security interests, assignments or transfers which are already created and
existing, each Assignor undertakes with the Assignee that on and from the date
hereof and until the end of the Security Period, it will not (except with the
prior written consent of the Assignee or as otherwise permitted pursuant to the
Indenture):

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              create
      or permit to subsist any Security Interest upon all or any part of the
      Security Assets other than the security created hereunder or under
      the  Original Contract Assignments or the Prior Assignments;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              assign,
      transfer or otherwise dispose of the Assigned Contract except in
      circumstances contemplated in the Assigned
  Contract.

            


    

     

    
      6.            
Undertakings

    

     

    Each
Assignor undertakes to the Assignee that until the end of the Security Period
(except with the prior written consent of the Assignee or as otherwise permitted
pursuant to the Indenture):

     

    
      	
               
      

            	
              (a)

            	
              it
      shall not do or permit to be done anything which would materially
      prejudice the rights of the Assignee in the Security Assets (except as
      expressly contemplated in the Assigned Contract);
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              it
      shall not vary or amend any material provisions of the Assigned Contract
      in any way that is materially adverse to the interests of the Assignee
      pursuant to this Assignment.

            


    

     

    
      7.            
Enforcement Of
Security

    

     

    
      7.1          
Enforcement

    

     

    This
security shall be immediately enforceable at any time when an Event of Default
is continuing and has not been waived by the Assignee (acting on the
instructions of the 2009 Note Trustee) and at such time the Assignee (acting on
the instructions of the 2009 Note Trustee) shall be entitled without notice
immediately to put into force and exercise all the powers and remedies possessed
by it according to law as mortgagee and chargee of the Security Assets as and
when it may see fit (so that sections 93 and 103 of the Law of Property Act,
1925 shall not apply to this security) and in particular:

     

    
      	
               
      

            	
              (a)

            	
              to
      take possession of, get in and collect the Security Assets, and to require
      payment to it of any revenues deriving
  therefrom;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      recover and collect all receivables and to give a good receipt therefor on
      behalf of each of the Assignors;

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      perform or vary any of the Assigned Rights and/or rights under the
      Assigned Contract;

            


    

     

    
      	
               
      

            	
              (d)

            	
              subject
      to the terms of the Assigned Contract, to assign any part or all of the
      Security Assets to any person on such terms as the Assignee considers
      appropriate;

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              to
      settle, adjust, refer to arbitration, compromise and arrange any claims,
      accounts, disputes, questions and demands with or by any person who is or
      claims to be a creditor of either Assignor or relating to the Assigned
      Rights and/or the Assigned
Contract;

            


    

     

    
      	
               
      

            	
              (f)

            	
              to
      bring, prosecute, enforce, defend and abandon actions, suits and
      proceedings in relation to the Assigned Rights and/or the Assigned
      Contract; and

            


    

     

    
      	
               
      

            	
              (g)

            	
              to
      set-off any moneys comprised in the Security Assets against such or any of
      the Secured Liabilities.

            


    

     

    
      7.2          
Acknowledgment

    

     

    The
Assignee acknowledges and agrees that it shall not serve an Election Notice
unless the security is enforceable in accordance with Clause 7.1.

     

    
      8.            
Receiver

    

     

    
      	
               
      

            	
              (a)

            	
              In
      addition to the powers conferred above, at any time when the security
      hereby created is enforceable the Assignee may appoint in writing a
      receiver or a receiver and manager (a "Receiver") of all or any
      part of the Security Assets and remove any Receiver so appointed and
      appoint another in his place and may from time to time fix the
      remuneration of any such Receiver.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Assignee may by instrument in writing delegate to any such Receiver all or
      any of the rights, powers and discretions vested in it by this
      Assignment.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Such
      Receiver shall be the agent of the Assignor but notwithstanding this
      position, as between the Assignors and the Assignee, the Assignee shall be
      responsible for his acts and defaults and be liable on any contracts made
      by him, save to the extent that the Assignors would be responsible
      pursuant to the Indenture for such acts or defaults if performed by the
      Assignee or be liable on any such contracts if made by the
      Assignee.

            


    

     

    
      9.            
Application Of
Proceeds

    

     

    Any
moneys received by the Assignee or any Receiver after the security constituted
by this Assignment has become enforceable shall be applied in the following
order of priority:

     

    
      	
               
      

            	
              (a)

            	
              in
      satisfaction of, or provision for, all costs and expenses incurred by the
      Assignee or any Receiver (including but not limited to costs and expenses
      incurred by the Assignee or any Receiver in the course of exercising any
      rights hereunder) and of all remuneration due to any Receiver under this
      Assignment;

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              in
      or towards payment of the Secured Liabilities or such part of them as is
      then due and payable; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              subject
      to the terms of the Indenture, in payment of the surplus (if any) to the
      Assignor entitled to it.

            


    

     

    
      10.         
POWER
OF ATTORNEY

    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Assignor hereby irrevocably appoints the following,
  namely:

            


    

     

    
      	
               
      

            	
               
      (i)

            	
              the
      Assignee;

            


    

     

    
      	
               
      

            	
               
      (ii)

            	
              each
      and every person to whom the Assignee shall from time to time have
      delegated the exercise of the power of attorney conferred by this Clause;
      and

            


    

     

    
      	
               
      

            	
               
      (iii)

            	
              any
      Receiver appointed hereunder and for the time being holding office as
      such;

            


    

     

    jointly
and also severally to be its attorney or attorneys and in its name and otherwise
on its behalf to do all acts and things and to sign, seal, execute, deliver,
perfect and do all deeds, instruments, documents, acts and things which may be
required for carrying out any obligation imposed on such Assignee by or pursuant
to this Security Assignment, for carrying any sale or other dealing by the
Assignee or such Receiver into effect, for conveying or transferring any legal
estate or other interest in the Security Assets, for getting in the Security
Assets, and generally for enabling the Assignee and the Receiver to exercise the
respective powers conferred on them by or pursuant to this Security Assignment
or by law.  The Assignee shall have full power to delegate the power
conferred on it by this Clause, but no such delegation shall preclude the
subsequent exercise of such power by the Assignee itself or preclude the
Assignee from making a subsequent delegation thereof to some other person; any
such delegation may be revoked by the Assignee at any time.

     

    (b)           The
power of attorney hereby granted is as regards the Assignee, its delegates and
any such receiver (and each of the Assignors hereby acknowledges) granted
irrevocably and for value as part of the security constituted by this Security
Assignment to secure proprietary interests in and the performance of obligations
owed to the respective donees within the meaning of the Power of Attorney Act
1971.

     

    
      	
              11.

            	
              FURTHER
      POWERS OF THE ASSIGNEE

            


    

     

    The
Assignee may, at any time when an Event of Default is continuing which has not
been waived by the Assignee (acting on the instructions of the 2009 Note
Trustee) :

     

    
      	
               
      

            	
              (i)

            	
              ask,
      require, demand, receive and give acquittance for any sum forming part of
      the Security Assets;

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              endorse
      any cheques or other instruments or orders in connection therewith;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              make
      any claims or take any action or institute any proceedings which may be
      necessary or advisable to protect the interests of the Assignee in all or
      any part of the Security Assets.

            


    

     

    
      12.          
Waivers and Remedies Cumulative

    

     

    The
rights of the Assignee under this Assignment:

     

    
      	
               
      

            	
              (a)

            	
              may
      be exercised as often as necessary;

            


    

     

    
      	
               
      

            	
              (b)

            	
              are
      cumulative and are not exclusive of its rights under general law;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              may
      be waived only in writing and
specifically.

            


    

     

    Delay in
exercising or non-exercise of any such right is not a waiver of that
right.

     

    
      13.         
Changes to the Parties 

    

     

    Subject
to and in accordance with the terms of the Indenture, the Assignee may assign,
transfer, novate or dispose of its rights and/or obligations under this
Assignment.  This Assignment shall remain in effect despite any
amalgamation or merger (however effected) relating to the Assignee, and
references to the Assignee shall be deemed to include any person who, under the
laws of its jurisdiction of incorporation or domicile, has assumed the rights
and obligations of the Assignee under this Assignment or to which, under such
laws, those rights and obligations have been transferred.

     

    
      14.         
Severability

    

     

    If a
provision of this Assignment is or becomes illegal, invalid or unenforceable in
any jurisdiction, that shall not affect or impair:

     

    
      	
               
      

            	
              (a)

            	
              the
      validity, legality or enforceability in that jurisdiction of any other
      provision of this Assignment; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      validity, legality or enforceability in other jurisdictions of that or any
      other provision of this Assignment.

            


    

     

    
      15.          
Costs and Expenses

    

     

    Subject
to the terms of or any limitations set out in the Indenture, the Assignors
shall, within three Business Days of demand by the Assignee, indemnify the
Assignee for all costs and expenses reasonably and properly incurred by the
Assignee in connection with (a) the execution of this Assignment or otherwise in
relation to it, (b) the perfection or enforcement of the security constituted by
this Assignment or (c) the exercise of any of the rights accruing to the
Assignee under this Assignment, and neither the Assignee nor any Receiver
appointed hereunder shall be obliged to take any action hereunder unless it has
been indemnified and/or secured and/or pre-funded to its reasonable satisfaction
for so doing.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      16.         
Counterparts

    

     

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

     

    
      17.          
Release

    

     

    Upon the
expiry of the Security Period (but not otherwise), the Assignee shall at the
request of either Assignor, execute and do all such deeds, acts and things as
may be necessary to release the Security Assets from the security constituted by
this Assignment.

     

    
      18.          
English Language

    

     

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

     

    
      19.         
Notices

    

     

    Any
notice, application or other communication to be given or made under this
Assignment to the Assignee, the 2009 Note Trustee or to the Assignors shall be
in writing.  Such notice, application or other communication shall be
deemed to have been duly given or made when it is delivered by hand, courier or
facsimile transmission to the Party to which it is required or permitted to be
given or made at such Party's address specified below or at such other address
as such Party designates by notice to the Party giving or making such notice,
application or other communication.

     

    
      For CME
ME:

    

    


    
      Dam
5B

    

    
      1012 JS
Amsterdam

    

    
      The
Netherlands

    

    
      Attn:
Managing
Director

    

    
      Fax:
+31
20 423 1404

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      With a
copy to:

       

    

    
      c/o CME
Development Corporation

    

    
      52
Charles Street

    

    
      London
W1J 5EU

    

    
      United
Kingdom

    

    
      Attn:
General
Counsel

    

    
      Fax:
+44
20 7127 5801

    

    


    
      For CME
Ltd:

    

    


    
      c/o CME
Development Corporation

    

    
      52
Charles Street

    

    
      London
W1J 5EU

    

    
      United
Kingdom

    

    
      Attn:
General
Counsel

    

    
      Fax:
+44
20 7127 5801

    

    


     

    
      For the
2009 Note Trustee:

    

    


    
      The Bank
of New York Mellon

    

    
      One
Canada Square

    

    
      London
E14 5AL

    

    
      United
Kingdom

    

    
      Attn:
Corporate
Trust Services

    

    
      Fax:
+44
20 7964 8819

    

    


     

    
      For the
Assignee:

    

     

    
      The Law
Debenture Trust Corporation p.l.c. .

    

    
      Fifth
Floor

    

    
      100 Wood
Street

    

    
      London
EC2V 7EX

    

    
      United
Kingdom

    

    
      Attn:
The
Manager, Commercial Trusts

    

    
      Fax:
+44
20 7606 0643

    

    


    
       
20.       
Governing Law

    

     

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

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      21.          
Jurisdiction

    

     

    
      
        	
                21.1

              	
                Each
      of the Parties hereby irrevocably agrees that the courts of England are to
      have exclusive jurisdiction to settle any
  disputes:

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              arising
      under or in connection with this Assignment;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              arising
      or in connection with the negotiation, legal validity or legal
      enforceability of this Assignment,

            


    

     

    whether
the same shall or shall be alleged to arise under, or be governed by, the laws
of England or of any other jurisdiction.

     

    
      
        	
                21.2

              	
                Each
      Party hereby:

              


      

    

     

    
      (a)
waives
objection to the English courts on the ground of forum non conveniens or
inappropriate forum or otherwise in connection with any dispute described in
Clause 21.1; and

    

     

    
      (b)
agrees
that a judgment or order of an English court in such a dispute is conclusive and
binding on such party and may be enforced against it in the courts of any other
jurisdiction.

    

     

    
      
        	
                21.3

              	
                Each
      Assignor hereby irrevocably designates, appoints and empowers CME
      Development Corporation at its registered office (being, on the date
      hereof, at 52 Charles Street, London W1J 5EU, England) to act as its
      authorised agent to receive service of process and any other legal summons
      in England for purposes of any legal action or proceeding brought by the
      Assignee in respect of this Security Assignment. Each Assignor hereby
      irrevocably consents to the service of process or any other legal summons
      out of such courts by mailing copies thereof by registered airmail postage
      prepaid to its address specified herein. Each Assignor covenants and
      agrees that, so long as it has any obligations under this Assignment, it
      shall maintain a duly appointed agent to receive service of process and
      any other legal summons in England for purposes of any legal action or
      proceeding brought by the Assignee in respect of this Security Assignment
      and shall keep the Assignee advised of the identity and location of such
      agent.

              


      

    

     

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


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    EXECUTED as a Deed for and on
behalf of

    CME
MEDIA ENTERPRISES B.V.

    


     

    By: /s/ David
Sturgeon

     

    Name:
David Sturgeon

    Title:
Managing Director

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXECUTED as a Deed for and on
behalf of

    CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

    


     

    By: /s/ Charles
Frank

     

    Name:
Charles Frank

    Title:
Chief Financial Officer

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXECUTED
as a Deed

    THE
BANK OF NEW YORK MELLON

    acting by
its duly authorised signatory:

    


    By: /s/ Noora
Pahkala

    


    Name:
Noora Pahkala

    Title: Senior
Associate


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXECUTED as a Deed for and on
behalf of

    THE
LAW DEBENTURE TRUST

    CORPORATION
p.l.c.

    


     

    By: /s/ Julian
Mason-Jebb

     

    Name:
Julian Mason-Jebb

    Title:
Director

     

     

    By: /s/ Richard
Rance

     

    Name:
Richard Rance

    Title:
Director

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    Form
of Notice of Assignment


     

    
      	
              From:

            	
              CME
      MEDIA ENTERPRISES B.V.; and CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
      (together the "Assignors");
      and

            	
               

            


    

     

    THE LAW
DEBENTURE TRUST CORPORATION p.l.c. (the "Assignee")

     

    
      	
              To:

            	
              JR
      HOLDINGS LIMITED (formerly known as PPF (CYPRUS)
  LIMITED)

            


    

     

     

    Date
September [    ], 2009

     

    Dear
Sirs,

     

    NOTICE
OF ASSIGNMENT OF FRAMEWORK AGREEMENT (the "Contract")

     

     

    We hereby
give you notice that we, the Assignors and the Assignee, have entered into a
security assignment dated September [    ], 2009 (the "New
Assignment")  between the ourselves, The Bank of New York
Mellon acting through its London Branch and The Law Debenture Trust Corporation
p.l.c.   Pursuant to the New Assignment, the Assignors have
assigned to the Assignee all of their present and future rights, benefits,
interests and claims under and in respect of the Contract, subject only
to:

     

    (i) the
Security Assignment dated May 5, 2005 between the Assignors and JPMorgan Chase
Bank, N.A., London Branch;

     

    (ii) the
Security Assignment dated May 16, 2007 between the Assignors, BNY Corporate
Trustee Services Limited and The Bank of New York ;

     

    (iii) the
Security Assignment dated March 10, 2008 between the Assignors and The Bank of
New York; and

     

    (iv) the
Assignments dated July 21, 2006 and August 22, 2007 each made between the
Assignors and European Bank for Reconstruction and Development(“EBRD”) (together, the “Prior
Assignments”).

     

    The terms
of this Notice shall be subject only to the rights of the assignees of the
Assignments listed above. Central European Media Enterprises Ltd has repaid to
EBRD the loan which was inter alia secured by the Prior Assignments and EBRD has
agreed to release the security constituted by the Prior
Assignments.  Upon such release the Prior Assignments shall be of no
effect and this Notice should be read and construed as if item (iv) were
deleted.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    Please
note the following:

     

    
      
        	
                (1) 

              	
                The
      Assignors continue to be solely responsible to you for the performance of
      their obligations under the Contract and the Assignee shall not be under
      any obligation or liability under the Contract by reason of the Assignment
      or anything arising
therefrom.

              


      

    

     

    
      
        	
                (2) 

              	
                From
      the date hereof you should perform all of your obligations under the
      Contract (including the making of any payments pursuant to the Contract)
      in accordance with these
instructions.

              


      

    

     

    
      
        	
                (3) 

              	
                The
      Assignee has agreed that until such time when the Assignee has delivered
      to you written notice of its election to exercise the Assignors’ rights
      under the Contract (an "Election
      Notice"):

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              you
      should continue to pay to the Assignors any sums which you may become
      obliged to pay to each of them under the
  Contract,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              each
      Assignor shall remain entitled to exercise all of its rights, powers and
      discretions relating to the Contract without any restriction and without
      the consent of the Assignee,

            


    

     

    
      	
               
      

            	
              (iii)

            	
              each
      Assignor shall remain entitled to deal with you in respect of any
      provision of the Contract or give consent relating to any provision of the
      Contract without the prior consent of the Assignee;
  and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              you
      should continue to give notices in relation to the Contract to the
      Assignors.

            


    

     

    
      
        	
                (4) 

              	
                The
      Assignors instruct you, at any time after the Assignee has delivered to
      you an Election Notice, to comply with any payment or other instructions
      contained therein or in any subsequent written notice to you from the
      Assignee, including without limitation any instruction to pay to such
      account as the Assignee may nominate the full amount of any sums which you
      may become obliged to pay to the Assignors under the Contract, provided
      always that any such instructions do not exceed the rights of the
      Assignors pursuant to the
Contract.

              


      

    

     

    
      
        	
                (5) 

              	
                Save
      as set out above, the Assignment does not affect your rights or
      obligations under the
Contract.

              


      

    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    Please
sign the enclosed acknowledgment of this Notice of Assignment and send it to the
Assignee at:

     

    The Law
Debenture Trust Corporation p.l.c. .

    Fifth
Floor

    100 Wood
Street

    London
EC2V 7EX

    United
Kingdom

    Attn:   The
Manager, Commercial Trusts

    Fax:      +44
20 7606 0643

     

     

    This
letter is governed by English law.

     

    Yours
faithfully,

     

    ................................................................

     

    For and
on behalf of

    CME MEDIA
ENTERPRISES B.V.

     

    ................................................................

     

    For and
on behalf of

    CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

     

    ................................................................

     

    For and
on behalf of

    THE LAW
DEBENTURE TRUST CORPORATION p.l.c.

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    SCHEDULE
2


     

    Form
of Acknowledgment of Assignment


     

    
      	
              From:

            	
              JR
      HOLDINGS LIMITED (formerly known as PPF (CYPRUS)
  LIMITED)

            


    

     

    
      	
              To:

            	
              THE
      LAW DEBENTURE TRUST CORPORATION p.l.c. (the "Assignee")

            


    

     

    
      	
              Copy:

            	
              CME
      MEDIA ENTERPRISES B.V. and

            


    

     

    CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

     

    Date:
[                      ]
2009

     

     

    Dear
Sirs,

     

    ACKNOWLEDGMENT
OF NOTICE OF ASSIGNMENT OF FRAMEWORK AGREEMENT

     

    We refer
to a letter dated
[           ] September
2009 (the "Notice of
Assignment") from CME Media Enterprises B.V. and Central European Media
Enterprises Ltd. as the Assignors and The Law Debenture Trust Corporation p.l.c.
as the Assignee to us notifying us of the Assignment therein
specified.

     

    We
acknowledge that we have been given notice of and consent to the
Assignment.

     

    This
letter is governed by English law.

     

    Yours
faithfully,

     

    .......................................................

     

    For and
on behalf of

    JR
HOLDINGS LIMITED


     

     

    18