ex10_13.htm


    

    Exhibit
10.13

    


    Execution
Copy

    


    


    PLEDGE
AGREEMENT

    


    on

    


    SHARES

    


    in

    


    CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.

    


    


    Dated
September 17, 2009

    


    among

    


    Central
European Media Enterprises Ltd.

    as the
Pledgor

    


    The
Law Debenture Trust Corporation p.l.c.

    as the
Pledgee

    


    The
Bank of New York Mellon, acting through its London Branch

    as the
Note Trustee

    and

    


    Central
European Media Enterprises N.V.

    as the
Company


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    THIS PLEDGE AGREEMENT is made
this seventeenth day of September two thousand nine (this "Pledge Agreement"), by and
among Central European Media
Enterprises Ltd., a company duly organized and existing under the laws of
Bermuda, with its registered office at Clarendon House, 2 Church Street,
Hamilton, HM CX Bermuda, as the "Pledgor", The Law Debenture Trust Corporation
p.l.c., a company incorporated in England and Wales, having its
registered offices at Fifth floor, 100 Wood Street, London EC2N 7EX, United
Kingdom, as the "Pledgee", The Bank of New York Mellon, a
corporation incorporated under the laws of the State of New York, United States
of America, acting through its London Branch, having its registered office at
One Canada Square, London E14 5AL, United Kingdom, as the "Note Trustee", and Central European Media Enterprises
N.V., a public company (naamloze vennootschap)
incorporated under the laws of the Netherlands Antilles, having its corporate
seat in Curaçao, the Netherlands Antilles, and its registered address at
Schottegatweg Oost 44, Curaçao, the Netherlands Antilles, and registered in the
commercial register of the Chamber of Commerce and Industries of Curaçao under
number 67248 (the "Company");

    


    WHEREAS, the Pledgor has
entered into that certain indenture with inter alia the Pledgor as
Issuer, the Pledgee in its capacity as Security Trustee and the Note Trustee,
dated the seventeenth day of September two thousand nine (as amended, novated,
restated, supplemented or otherwise modified from time to time, including
without limitation, by way of increase of the facilities made available
thereunder) (the "Indenture");

    


    WHEREAS, upon incorporation on
the fourteenth day of July nineteen hundred ninety-four, the Pledgor acquired
the legal and beneficial title to 60 ordinary shares in the capital of the
Company, and pursuant to the issuance of 1 share on the nineteenth day of
September nineteen hundred ninety-four, the Pledgor acquired the legal and
beneficial title to 1 ordinary share in the capital of the Company, with a
nominal value of USD 100, collectively constituting the entire issued and
outstanding share capital of the Company (the "Present Shares");

    


    WHEREAS, to secure the
performance of the Secured Obligations, the Pledgor and the Pledgee wish to
hereby establish a sixth priority right of pledge in respect of the Present
Shares as well as in respect of any and all future shares in the capital
of the Company to be acquired (either through issue, purchase, distribution or
otherwise) by the Pledgor after the date of this Pledge Agreement (the "Future Shares", together with
the Present Shares hereafter where appropriate also referred to as the "Shares"), under the following
terms.

    


    NOW, THEREFORE, in
consideration of the premises and mutual covenants set forth herein, the parties
hereto agree as follows:

    


    
      	
              1.

            	
              Definitions

            


    

    


    Unless
otherwise defined herein, or the context requires otherwise, terms used in this
Pledge Agreement, including its preamble and recitals, shall have the meaning as
defined in the Indenture. In addition, the following terms used in this Pledge
Agreement, including its preamble and recitals, shall have the following
meanings:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              an
      "Event of
      Default": each Event of Default as defined in Section 1.1 of the
      Indenture;

            


    

    
      	
               
      

            	
              (b)

            	
              an
      "Event of Statutory
      Default": each event where the Pledgor is in default (verzuim), as defined in
      Article 6:81 of the NACC, in the performance of one or more of the Secured
      Obligations;

            


    

    
      	
               
      

            	
              (c)

            	
              "Existing Rights of
      Pledge": means the rights of pledge on the Shares (as defined
      hereinafter) created in favor of (i) JPMorgan Chase Bank, N.A., London
      Branch, on the fifth day of May two thousand five pursuant to that certain
      pledge agreement dated the fifth day of May two thousand five among inter alia JPMorgan
      Chase Bank, N.A., London Branch, the Pledgor and the Company, (ii)
      European Bank for Reconstruction and Development on the twenty-first day
      of July two thousand six pursuant to that certain pledge agreement dated
      the twenty-first day of July two thousand six among European Bank for
      Reconstruction and Development, the Pledgor and the Company, (iii) the
      Bank of New York on the sixteenth day of May two thousand seven pursuant
      to that certain pledge agreement dated the sixteenth day of May two
      thousand seven among inter alia the Bank of
      New York, the Pledgor and the Company, (iv) European Bank for
      Reconstruction and Development on the twenty-second day of August two
      thousand seven pursuant to that certain pledge agreement dated the
      twenty-second day of August two thousand seven among inter alia European
      Bank for Reconstruction and Development, the Pledgor and the Company, and
      (v) the Bank of New York on the tenth day of March two thousand eight
      pursuant to that certain pledge agreement dated the tenth day of March two
      thousand eight among inter alia the Bank of
      New York, the Pledgor and the
Company;

            


    

    
      	
               
      

            	
              (d)

            	
              the
      "Loan Agreement":
      means the loan agreement dated the twenty-first day of July two thousand
      six between the Pledgor, as borrower and European Bank of Reconstruction
      and Development, as lender;

            


    

    
      	
               
      

            	
              (e)

            	
              the
      "Parallel Debt":
      shall mean the Parallel Debt as defined in Section 11.9 of the
      Indenture;

            


    

    
      	
               
      

            	
              (f)

            	
              the
      "Right of Pledge":
      the sixth priority right of pledge in respect of the Shares established in
      this Pledge Agreement;

            


    

    
      	
               
      

            	
              (g)

            	
              the
      "Secured
      Obligations": any and all present and future obligations and
      liabilities (whether actual or contingent and whether owed jointly or
      severally or in any other capacity whatsoever) of each of the Pledgor, the
      Company and CME Media Enterprises B.V. to pay an amount of money (tot voldoening van een
      geldsom) to the Pledgee under the Parallel Debt or the Indenture
      and the Notes (as defined in the Indenture), each as amended from time to
      time, as well as all payment obligations of the Pledgor to the Pledgee
      under this deed;

            


    

    
      	
               
      

            	
              (h)

            	
              a
      "Voting Event":
      means the occurrence of an Event of Statutory Default of which the Pledgee
      has given notice to the Pledgor and the
Company;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              the
      "2005 Indenture":
      the indenture dated as of the fifth day of May two thousand five, by and
      among the Pledgor as issuer, CME Media Enterprises B.V., and the Company
      as guarantors, and JPMorgan Chase Bank, N.A., London Branch, as security
      trustee, trustee, transfer agent and principal paying agent, and JPMorgan
      Luxembourg S.A. as registrar and Luxembourg transfer and paying
      agent;

            


    

    
      	
               
      

            	
              (j)

            	
              the
      "2007 Indenture":
      the indenture dated as of the sixteenth day of May two thousand seven, by
      and among the Pledgor as issuer, CME Media Enterprises B.V., and the
      Company as guarantors, BNY Corporate Trustee Services Limited as trustee
      and the Note Trustee as security trustee, transfer agent and principal
      paying agent, and The Bank of New York (Luxembourg) S.A. as registrar and
      Luxembourg transfer agent and Luxembourg paying agent;
  and

            


    

    
      	
               
      

            	
              (k)

            	
              the
      "2008 Indenture":
      the indenture dated as of the tenth day of March two thousand eight, by
      and among inter
      alia the Pledgor as issuer and the Note Trustee in its capacity as
      security trustee.

            


    

    


    
      	
              2.

            	
              Right
      of Pledge

            


    

    


    
      	
              2.1

            	
              As
      security for the Secured Obligations, the Pledgor hereby agrees to grant
      and hereby grants to the Pledgee a disclosed sixth priority right of
      pledge (openbaar
      pandrecht in zesde rang) in respect of the Shares, which Right of
      Pledge the Pledgee agrees to accept and hereby so
  accepts.

            


    

    


    
      	
              2.2

            	
              The
      Right of Pledge is one and indivisible (één en ondeelbaar).
      The Right of Pledge shall not be affected by one or more but not all of
      the Secured Obligations being discharged or the Secured Obligations being
      amended. The Right of Pledge includes a right of pledge in respect of all
      accessory rights (afhankelijke rechten)
      and all ancillary rights (nevenrechten) attached
      to the Shares.

            


    

    


    
      	
              2.3

            	
              The
      Pledgor shall, if and when required by the Pledgee (acting on the
      instructions of the Note Trustee), execute such further encumbrances and
      assurances, and do all such acts and things as the Pledgee (acting on the
      instructions of the Note Trustee) may reasonably require over or in
      relation to the Shares to maintain, perfect or protect the security rights
      created by this Pledge Agreement over the Shares, such that this Pledge
      Agreement will continue to constitute a sixth priority right of pledge of
      the Shares, until payment in full of the Secured Obligations or
      termination of this Pledge Agreement in accordance with Section 8 of this
      Pledge Agreement.

            


    

    


    
      	
              2.4

            	
              By
      co-signing this Pledge Agreement, the Company acknowledges the Right of
      Pledge created by this Pledge Agreement, as provided in article 2:113 of
      the Netherlands Antilles Civil Code ("NACC").

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              2.5

            	
              The
      Company shall register in the Company’s shareholders’ register that the
      Shares are encumbered with a sixth priority right of pledge in favor of
      the Pledgee and that, subject to Section 3 of this Pledge Agreement, the
      Pledgee has the Voting Rights.

            


    

    


    
      	
              3.

            	
              Voting
      rights

            


    

    


    
      	
              3.1.

            	
              The
      voting and other consensual rights and similar rights or powers attaching
      to the Shares or any part thereof (the "Voting Rights") are
      hereby transferred by the Pledgor to the Pledgee under the condition
      precedent (opschortende
      voorwaarde) of (i) the occurrence of a Voting Event and (ii) the
      termination and/or release of the Existing Rights of Pledge. By means of
      execution of this Pledge Agreement the Pledgor also hereby adopts a
      resolution in its capacity of sole shareholder of the Present Shares to
      approve the granting of the Right of Pledge and the transfer of the Voting
      Rights. Until the occurrence of a Voting Event and subject to the
      termination and/or release of the Existing Rights of Pledge, the Pledgor
      may exercise any and all such Voting Rights,
  save:

            


    

    


    
      	
               
      

            	
              (a)

            	
              that
      no such exercise may violate or be inconsistent with the express terms or
      purpose of this Pledge Agreement, the Existing Rights of Pledge, the 2005
      Indenture, the Loan Agreement, the 2007 Indenture, the 2008 Indenture
      and/or the Indenture;

            


    

    


    
      	
               
      

            	
              (b)

            	
              that
      no such exercise may have the effect of impairing the position or
      interests of the Pledgee; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              as
      set out in Section 3.2 below.

            


    

    


    
      	
              3.2.

            	
              Upon
      the occurrence of a Voting Event:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      and all rights of the Pledgor to exercise the Voting Rights which it is
      entitled to exercise pursuant to Section 3.1 above shall cease
      automatically without further notice to the Pledgor being required and the
      Pledgee shall have the sole and exclusive right and authority to exercise
      such Voting Rights and shall be entitled to exercise or refrain from
      exercising such rights in such manner as the Pledgee (acting on the
      instructions of the Note Trustee) may in its absolute discretion deem fit;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Pledgee shall immediately be entitled, at any time at its sole discretion,
      to effect the resignation of and/or to dismiss the directors of the
      Company or any of them, and to appoint new directors of the Company and
      the Pledgor hereby undertakes to do all things and execute all documents
      and instruments as may be required by the Pledgee (acting on the
      instructions of the Note Trustee) to ensure the effectiveness of any such
      resignations, dismissals or
appointments.

            


    

    


    
      	
              3.3.

            	
              By
      signing this Pledge Agreement, the Company confirms (and the other parties
      agree) that a written notice from the Pledgee to the Company stating that
      a Voting Event has occurred, shall be sufficient for the Company to accept
      the Pledgee as being exclusively entitled to such rights and other powers
      which it is entitled to exercise pursuant to this Section 3 upon the
      occurrence of such a Voting Event and subject to the termination and/or
      release of the Existing Rights of
Pledge.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              3.4.

            	
              In
      addition and without prejudice to the obligations of the Pledgor pursuant
      to the Pledge Agreement, each of the Pledgor and the Company agrees to
      notify the Pledgee and the Note Trustee immediately of any event or
      circumstance which could reasonably be of importance to the Pledgee and/or
      the Note Trustee with a view to the preservation and exercise of the
      Pledgee’s rights under or pursuant to this Pledge Agreement, such as
      (without limitation) the filing of a petition for the bankruptcy of the
      Pledgor, the filing of a petition for a moratorium of payments by the
      Pledgor, attachment or garnishment of the Pledgor’s assets, the
      termination of any one of the Pledgor’s commercial activities or its
      dissolution.

            


    

    


    
      	
              3.5.

            	
              During
      the term of the Right of Pledge, the foregoing provisions of this Section
      3 with respect to the Voting Rights on the Present Shares also apply to
      the Future Shares. In addition, the Pledgor and the Pledgee shall, if
      reasonably practicable, at the time of or, if not practicable at such
      time, as soon as reasonably practicable, after the acquisition of such
      Future Shares, arrange that the attribution of the Voting Rights attaching
      thereto shall be ratified if that is reasonably deemed necessary, in the
      Pledgee's sole discretion, to enable the Pledgee (acting on the
      instructions of the Note Trustee) to exercise such Voting Rights upon the
      occurrence of the condition precedent as provided in Section 3.1 of this
      Pledge Agreement. If such ratification is, at the Pledgee's sole
      discretion, not obtained in time, the Pledgor shall fully co-operate in
      the taking of such other reasonable measures relating to such transfer of
      voting rights as are proposed by the Pledgee (acting on the instructions
      of the Note Trustee).

            


    

    


    
      	
              4.

            	
              Authority
      to collect

            


    

    


    
      	
              4.1

            	
              The
      authority to collect dividends, distributions from reserves, repayments of
      capital and all other distributions and payments in any form, which, at
      any time, during the term of the Right of Pledge, become payable on any
      one or more of the Shares, shall accrue to the Pledgee, as provided for in
      Section 3:246 of the NACC, subject to the termination and/or release of
      the Existing Rights of Pledge.

            


    

    


    
      	
              4.2

            	
              In
      derogation of the provisions of paragraph 1, the Pledgee hereby grants
      approval to the Pledgor to collect all dividends, distributions from
      reserves, repayments of capital and all other distributions and payments
      in any form, which, at any time, during the term of the Right of Pledge,
      become payable on any one or more of the Shares, subject to the
      termination and/or release of the Existing Rights of
    Pledge.

            


    

    


    
      	
              4.3

            	
              The
      Pledgee (acting on the instructions of the Note Trustee) may terminate the
      authorization mentioned in paragraph 2 upon occurrence of an Event of
      Default only. Termination of the authorization is made by written
      statement to that effect, by the Pledgee to the Pledgor. The Pledgee shall
      inform the Company of the termination in
  writing.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              Representations
      and warranties

            


    

    


    
      	
              5.1

            	
              The
      Pledgor hereby represents and warrants that the following is true and
      correct on the date of this Pledge
Agreement:

            


    

    


    
      	
               
      

            	
              a.

            	
              the
      Company is a public company, legally established under the laws of the
      Netherlands Antilles by notarial deed drawn up before Gerard Christoffel
      Antonius Smeets, civil law notary officiating in Curaçao, on the
      fourteenth day of July nineteen hundred and ninety-four. A copy of the
      present articles of association is attached to this Pledge Agreement
      (Annex
      I). The Company is currently registered with the commercial
      register of the Chamber of Commerce and Industries of Curaçao under number
      67248. A copy of the extract from the commercial register is attached to
      this Pledge Agreement (Annex
      II);

            


    

    
      	
               
      

            	
              b.

            	
              the
      Company has not been dissolved, and no resolution has been adopted to
      dissolve the Company, nor has any request therefore been filed, nor has
      any notice by the Chamber of Commerce, as described in Section 2:25 of the
      NACC, been received. The Company has not been declared bankrupt nor has a
      suspension of payment been granted, nor have any requests thereto been
      filed;

            


    

    
      	
               
      

            	
              c.

            	
              the
      shareholders' register is accurate and completely up to date. A copy of
      the shareholders' register is attached to this Pledge Agreement (Annex
      III);

            


    

    
      	
               
      

            	
              d.

            	
              the
      entire issued share capital of the Company consists of the Present Shares;
      all of the Present Shares are fully paid-up; the Company has not granted
      any rights to subscribe for shares in its capital which have not yet been
      exercised;

            


    

    
      	
               
      

            	
              e.

            	
              the
      Pledgor has a complete and unencumbered right to the Present Shares, with
      the exception of the Existing Rights of
Pledge;

            


    

    
      	
               
      

            	
              f.

            	
              the
      Present Shares are not subject to either (limited) rights or obligations
      to transfer to third parties or claims based on contracts of any nature
      and have not been encumbered with any attachments, except for the Existing
      Rights of Pledge;

            


    

    
      	
               
      

            	
              g.

            	
              the
      Pledgor is authorized to establish the Right of
  Pledge;

            


    

    
      	
               
      

            	
              h.

            	
              all
      resolutions and approvals, required for establishing the Right of Pledge,
      have been adopted and received
respectively;

            


    

    
      	
               
      

            	
              i.

            	
              the
      obligations of the Pledgor and the Company vis-à-vis the Pledgee,
      resulting from the Indenture and this Pledge Agreement respectively, are
      lawful obligations of the Pledgor and the Company respectively and are
      legally enforceable against the Pledgor and the Company
      respectively;

            


    

    
      	
               
      

            	
              j.

            	
              the
      assumption and performance by the Pledgor and the Company respectively of
      the obligations vis-à-vis the Pledgee resulting from the Indenture and
      this Pledge Agreement are not contrary to any provision of applicable law
      or any agreement to which the Pledgor or the Company is a party, or by
      which the Pledgor or the Company is bound in any other
  way;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              k.

            	
              the
      Pledgor has provided the Pledgee with all information and data with
      respect to the Present Shares which the Pledgor reasonably believes to be
      of importance for the Pledgee.

            


    

    


    
      	
              5.2.

            	
              Furthermore,
      the Pledgor hereby declares to have acquired the Present Shares as
      follows:

            


    

    
      	
               
      

            	
              -

            	
              as
      for the numbers 1 through 60, pursuant to the notarial deed of
      incorporation, drawn up before Gerard Christoffel Antonius Smeets, civil
      law notary officiating in Curaçao, on the fourteenth day of July nineteen
      hundred and ninety-four;

            


    

    
      	
               
      

            	
              -

            	
              as
      for the number 61, pursuant to the issuance of one share on the nineteenth
      day of September nineteen hundred and
  ninety-four.

            


    

    


    
      	
              6.

            	
              Undertakings
      by the Pledgor

            


    

    


    
      	
              6.1.

            	
              During
      the term of the Right of Pledge, the Pledgor shall not alienate, pledge or
      in any other way encumber the Shares or the rights to acquire Shares
      without the prior written consent of the Pledgee (acting on the
      instructions of the Note Trustee), except for the encumbrance in
      accordance with Section 11.1 of the
Indenture.

            


    

    


    
      
        	
                6.2.

              	
                The
      Pledgor shall as far as possible provide that the Shares and/or rights to
      acquire Shares he acquires after execution of this Pledge Agreement shall
      be pledgeable, and that the transferability thereof shall not be more
      cumbersome than the transferability of the
  Shares.

              


      

      


      
        	
                6.3.

              	
                Whenever
      the Pledgor is aware that the Company is involved in the preparation of a
      legal merger or demerger as a result of which the Company would cease to
      exist, the Pledgor shall inform the Pledgee and the Note Trustee thereof
      in writing immediately.

              


      

      


      
        	
                6.4.

              	
                Whenever
      the Pledgor is aware that actions have been taken for the winding-up,
      dissolution, administration, bankruptcy, suspension of payments or
      reorganization of the Company, the Pledgor shall inform the Pledgee and
      the Note Trustee thereof in writing
immediately.

              


      

    

    


    
      	
              7.

            	
              Exercise
      of the Right of Pledge.

            


    

    


    
      	
              7.1.

            	
              Upon
      the occurrence of an Event of Statutory Default, the Pledgee has, with due
      regard to the relevant provisions of the Existing Rights of Pledge, the
      right (acting on the instructions of the Note Trustee) to exercise all
      rights and powers which the Pledgee has under the laws of the Netherlands
      Antilles as holder of a right of pledge over the Shares and the Pledgee
      shall be authorized to sell the Shares or part thereof, in accordance with
      Section 3:248 of the NACC, without prejudice to the provision of Section
      3:251 of the NACC, in order to recover the proceeds
    thereof.

            


    

    


    
      	
              7.2

            	
              In
      the event the Pledgee enforces the Right of Pledge, the Pledgee (acting on
      the instructions of the Note Trustee) shall, with due regard to the
      relevant provisions of the Existing Rights of Pledge, following payment of
      the execution costs from the proceeds, allocate the net proceeds to
      fulfill the Secured
Obligations.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              7.3

            	
              The
      Pledgee does not bear the obligations referred to in Sections 3:249 and
      3:252 of the NACC towards others than the
  Pledgor.

            


    

    


    
      	
              8.

            	
              Termination

            


    

    


    
      	
              8.1

            	
              The
      Pledgee (acting on the instructions of the Note Trustee) is entitled to
      terminate (opzeggen) in whole or
      in part the Right of Pledge as referred to in Article 3:81(2) sub (d) of
      the NACC. Notice of termination must be given in writing by the Pledgee to
      the Pledgor and the Company.

            


    

    


    
      	
              8.2

            	
              The
      Right of Pledge shall terminate by operation of law upon the payment and
      satisfaction in full of all Secured Obligations. In that event, the
      Pledgee shall evidence such termination in accordance with Section 8.9 of
      the Indenture.

            


    

    


    
      	
              9.

            	
              Costs

            


    

    


    All
reasonable costs, fees and expenses incurred in connection with the creation or
execution of any documentation in connection with the Right of Pledge and the
enforcement of the Right of Pledge shall be for the account of the Pledgor, and
the Pledgor shall indemnify and hold harmless the Pledgee and the Note Trustee
for such costs and reasonable expenses incurred in connection with such
enforcement.

    


    
      	
              10.

            	
              Notices

            


    

    


    Any
notice or other communication under or in connection with this Pledge Agreement
shall be in writing in the English language and shall be delivered personally or
by registered mail or fax. All notices to the Pledgee hereunder shall be
delivered at the same time to the Note Trustee. Proof of posting shall be deemed
to be proof of receipt:

    


    
      	
               
      

            	
              (i)

            	
              in
      the case of hand delivery: on the day the notice is received by
      recipient;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the case of a registered letter: on the third business day after posting;
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              in
      the case of a fax transmission: upon receipt of fax
      confirmation.

            


    

    


    Notices
and other communications under this Pledge Agreement may in each case be sent to
the following address of the parties hereto:

    


    Address
Pledgor:

    Central
European Media Enterprises Ltd.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    c/o CME
Development Corporation

    Second
floor, Aldwych House

    52
Charles Street

    London
W1J 5E4

    United
Kingdom

    Fax
number: +44 (0) 2071275801

    Attention:
Chief Financial Officer

    


    Address
Pledgee:

    The Law
Debenture Trust Corporation p.l.c.

    Fifth
floor, 100 Wood Street

    London
EC2V 7EX

    United
Kingdom

    Fax
number: +44 (0) 20 7606 0643

    Attention:
The Manager, Commercial Trusts

    


    Address Note
Trustee:

    The Bank
of New York Mellon

    One
Canada Square

    London
E14 5AL

    United
Kingdom

    Fax
number: +44 (0) 20 7964 8819

    Attention:
Corporate Trust Services

    


    Address of the
Company:

    Central
European Media Enterprises N.V.

    c/o
Curaçao Corporation Company N.V.

    Schottegatweg
Oost 44,

    Curaçao,
Netherlands Antilles

    Fax
number: + 599 9 732 2500

    


    or such
other address or fax number as notified by the relevant party by not less than
five business days prior notice.

    


    
      	
              11.

            	
              Rescission

            


    

    


    The
Pledgor and the Pledgee hereby waive, to the fullest extent permitted by law,
their right to dissolve this Pledge Agreement pursuant to failure in the
performance of one or more of their obligations as referred to in Article 6:265
of the NACC or on any other ground.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      


      
        	
                12.

              	
                Governing
      Law and Submission to Jurisdiction

              


      

       

    

    
      	
              12.1

            	
              The
      provisions of this Pledge Agreement and the Right of Pledge created
      hereby, are governed by, and shall be construed in accordance with, the
      laws of the Netherlands Antilles.

            


    

    


    
      	
              12.2

            	
              The
      Pledgor, the Pledgee and the Note Trustee agree that the competent court
      in Curaçao, the Netherlands Antilles shall have non-exclusive jurisdiction
      with regard to any and all disputes which may arise out of or in
      connection with this Pledge
Agreement.

            


    

    


    
      	
              13.

            	
              Amendment
      of this Pledge Agreement

            


    

    


    This
Pledge Agreement may only be amended by a written agreement executed by each of
the Pledgor, the Pledgee and the Note Trustee. The Pledgor, the Pledgee and the
Note Trustee shall notify the Company of such amendment in writing.

    


    
      	
              14.

            	
              Severability

            


    

    


    The
illegality, invalidity or unenforceability of any provision of this Pledge
Agreement or any part thereof under the laws of any jurisdiction shall not
affect its legality, validity or enforceability under the laws of any other
jurisdiction nor the legality, validity or enforceability of any other provision
or part thereof. Any illegal, invalid or unenforceable provision shall have the
effect of an alternative provision that would be valid and the purpose of which
conforms with the first mentioned provision and that would presumably have been
included in this Pledge Agreement in order to carry out the intentions of the
parties if the first mentioned provision had been omitted in view of its
illegality, invalidity or unenforceability.

    


    
      	
              15.

            	
              Counterparts

            


    

    


    This
Pledge Agreement may be executed in counterparts, each of which when so executed
and delivered shall be an original, but all of which together constitute one and
the same document.

    


    


    * signature page to
follow *


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SIGNATURE PAGE PLEDGE
AGREEMENT ON SHARES

    The
parties hereto have caused this Pledge Agreement to be duly executed on the day
and year first written above.

     

    
      	
              Central
      European Media Enterprises Ltd.

            	 
      
	
              as
      the Pledgor

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/ Charles Frank

            	 
      
	
              By:

            	
              Charles
      Frank

            	 
      
	
              Its:

            	
              Chief
      Financial Officer

            	 
      
	 
      	 
      	 
      
	
              Signed
      for and on behalf of:

            	 
      
	 
      	 
      	 
      
	
              The
      Law Debenture Trust Corporation p.l.c.

            	 
      
	
              as
      the Pledgee

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/ Julian Mason-Jebb

            	 
      
	
              Name:

            	
              Julian
      Mason-Jebb

            	 
      
	
              Title:

            	
              Director

            	 
      
	 
      	 
      	 
      
	
              Signed
      for and on behalf of:

            	 
      
	 
      	 
      	 
      
	
              The
      Bank of New York Mellon

            	 
      
	
              as
      the Note Trustee

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/ Noora Pahkala

            	 
      
	
              Name:

            	
              Noora
      Pahkala

            	 
      
	
              Title:

            	
              Senior
      Associate

            	 
      
	 
      	 
      	 
      
	
              Central
      European Media Enterprises N.V.

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/ Oliver Meister

            	 
      
	
              By:

            	
              Oliver
      Meister

            	 
      
	
              Its:

            	
              Managing
      Director