ex10_14.htm


    
      

    

    Exhibit
10.14

    
      	
              Execution
      copy

            


    

     

     

    DEED
OF PLEDGE OF SHARES

    (CME Media Enterprises
B.V.)

    


    


    
      This
seventeenth day of September two thousand and nine, there appeared before me
Rudolf van Bork, civil law notary officiating in Amsterdam, the
Netherlands:

      Oscar
Alexander Pfeiffer, born in Rotterdam, the Netherlands, on the twenty-fourth day
of December nineteen hundred and seventy-six, employed at Fred. Roeskestraat
100, 1076 ED Amsterdam, the Netherlands, in this respect acting as authorized
representative of:

    

    
      
        	
                1.

              	
                Central
      European Media Enterprises N.V., a public company (naamloze vennootschap)
      incorporated under the laws of the Netherlands Antilles, having its
      registered offices in Curaçao, Netherlands Antilles, and its office
      address at Schottegatweg Oost 44, Curaçao, Netherlands Antilles, and
      registered with the Commercial Register of the Curaçao Chamber of Commerce
      and Industry under number 67248 (the "Pledgor");

              


      

      
        	
                2.

              	
                The
      Law Debenture Trust Corporation p.l.c., a company incorporated
      under the laws of England and Wales, having its registered offices at
      Fifth floor, 100 Wood Street, London EC2V 7EX, United Kingdom (the "Pledgee");

              


      

    

    
      
        	
                3.

              	
                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 offices at One Canada Square, London
      E14 5AL, United Kingdom (the "Note Trustee");
      and

              


      

    

    
      
        	
                4.

              	
                CME
      Media Enterprises B.V.,
      a private company with limited liability (besloten vennootschap met
      beperkte aansprakelijkheid) incorporated under the laws of the
      Netherlands, having its registered offices in Amsterdam, the Netherlands,
      and its office address at Dam 5B, 1012 JS Amsterdam, the Netherlands,
      registered with the trade register of the Chamber of Commerce for
      Amsterdam, the Netherlands, under file number 33246826 (the "Company").

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Powers
of attorney.

      The
authorization of the person appearing is evidenced by four (4) written powers of
attorney, copies of which shall be attached to this deed (Annex
I).

      The
person appearing declared the following:

      The
Pledgor and the Pledgee have agreed as follows:

    

    
      Whereas:

    

    
      
        	
                a.

              	
                in
      the Indenture, as defined hereafter, the Pledgor has assumed the
      obligation to provide security to the Pledgee, in the form of a right of
      pledge;

              


      

      
        	
                b.

              	
                in
      complying with the aforementioned obligation, the Pledgor and the Pledgee
      wish to hereby establish a sixth priority right of pledge with respect to
      the Shares (as defined hereafter) under the following
    terms.

              


      

    

    
      Definitions.

      Article
1.

    

    
      In this
deed, the following words shall have the following meaning:

    

    
      
        	
                a.

              	
                an
      "Event of
      Default": each "Event of Default" as defined in Section 1.1 of the
      Indenture, as well as, insofar as not included in that definition, each
      Event of Statutory Default;

              


      

      
        	
                b.

              	
                an
      "Event of Statutory
      Default": each event where the Pledgor is in default (verzuim), as defined in
      Section 6:81 of the Dutch Civil Code, 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 notarial deed of pledge dated
      the fifth day of May two thousand and 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 and six pursuant to that certain notarial deed of
      pledge dated the twenty-first day of July two thousand and six among the
      Pledgor, European Bank for Reconstruction and Development and the Company,
      (iii) the Bank of New York, on the sixteenth day of May two thousand and
      seven pursuant to that certain notarial deed of pledge dated the sixteenth
      day of May two thousand and seven among the Pledgor, the Bank of New York
      and the Company, (iv) European Bank for Reconstruction and Development on
      the twenty-second day of August two thousand and seven pursuant to that
      certain notarial deed of pledge dated the twenty-second day of August two
      thousand and seven among the Pledgor, European Bank for Reconstruction and
      Development and the Company, and (v) the Bank of New York, on the tenth
      day of March two thousand and eight pursuant to that certain notarial deed
      of pledge dated the tenth day of March two thousand and eight among the
      Pledgor, the Bank of New York and the
Company;

              


      

      
        	
                d.

              	
                "Future Shares" means 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
      deed;

              


      

      
        	
                e.

              	
                the
      "Indenture": the
      indenture dated the seventeenth day of September two thousand and nine,
      between inter alia
      the Issuer (as defined below), the Pledgee and the
      Pledgor;

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                f.

              	
                the
      "Issuer": Central
      European Media Enterprises Ltd., a company established under the laws of
      Bermuda;

              


      

      
        	
                g.

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

              


      

      
        	
                h.

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

              


      

      
        	
                i.

              	
                the
      "Present Shares": one hundred
      ninety-nine thousand nine hundred and ninety-nine (199,999) ordinary
      shares in the capital of the Company owned by the Pledgor, numbered 1
      through 199,997, and 199,999 and 200,000, each share having a nominal
      value of one Netherlands Guilder (NLG 1) or (converted into euro in
      accordance with section 2:178c of the Dutch Civil Code) forty-five
      eurocent (EUR 0.45);

              


      

      
        	
                j.

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

              


      

      
        	
                k.

              	
                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 Issuer, the
      Pledgor and the Company 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;

              


      

      
        	
                l.

              	
                the
      "Shares" means,
      collectively, the Present Shares and the Future
  Shares;

              


      

      
        	
                m.

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

              


      

      
        	
                n.

              	
                the
      "2005 Indenture":
      the indenture dated as of the fifth day of May two thousand and five, by
      and among the Issuer, the Pledgor 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;

              


      

      
        	
                o.

              	
                the
      "2007 Indenture":
      the indenture dated as of the sixteenth day of May two thousand and seven,
      by and among the Issuer, the Pledgor and the Company as guarantors, and
      BNY Corporate Trustee Services Limited as trustee and The Bank of New York
      as security trustee, 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

              


      

      
        	
                p.

              	
                the
      "2008 Indenture":
      the indenture dated the tenth day of March two thousand and eight between
      inter alia the
      Note Trustee, the Pledgee and the
Pledgor.

              


      

    

    
      
        	
                 
      

              	
                Pledge
      of shares.

              


      

    

    
      Article
2.

      To secure
the performance of the Secured Obligations, the Pledgor hereby establishes the Right of
Pledge in favor of the Pledgee, which the Pledgee hereby accepts. 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 over all accessory rights (afhankelijke rechten) and
all ancillary rights (nevenrechten) attached to
the Shares.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Voting
rights.

      Article
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. This
      conditional transfer of Voting Rights was approved by the shareholders
      meeting of the Company in a written resolution adopted outside of a
      general meeting on the seventeenth day of September two thousand and nine.
      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 deed, 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 Article 3.2 below.

              


      

    

    
      
        	
                2.

              	
                Upon
      the occurrence of a Voting Event and subject to the termination or release
      of the Existing Rights of
Pledge:

              


      

    

    
      
        	
              	
                (a)

              	
                any
      and all rights of the Pledgor to exercise the Voting Rights which it is
      entitled to exercise pursuant to Article 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 (acting on the instructions of the
      Note Trustee), 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 to ensure the effectiveness of any such
      resignations, dismissals or
appointments.

              


      

    

    
      
        	
                3.

              	
                By
      signing this deed, the Company confirms (and the other parties agree) that
      a written notice from the Pledgee (acting on the instructions of the Note
      Trustee) 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 Article 3 upon the occurrence of such a Voting Event and
      subject to the termination and/or release of the Existing Rights of
      Pledge.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                4.

              	
                In
      addition and without prejudice to the obligations of the Pledgor pursuant
      to the Indenture, 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 deed, such as (without limitation) the
      filing of a petition for the bankruptcy (faillissement) of the
      Pledgor, the filing of a petition for a moratorium of payments (surséance van betaling) 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.

              


      

      
        	
                5.

              	
                Upon
      the occurrence of a Voting Event and subject to the termination and/or
      release of the Existing Rights of Pledge, the Pledgee shall have the
      rights which the law attributes to holders of depositary receipts, issued
      with a company's co-operation, of shares in its
  capital.

              


      

      
        	
                6.

              	
                During
      the term of the Right of Pledge, the foregoing provisions of this Article
      3 with respect to the Voting Rights on the 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 Article 3.1 of this deed. 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).

              


      

    

    
      Authority
to collect.

      Article
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 in
      respect of any one or more of the Shares, shall accrue to the Pledgee, as
      provided for in Section 3:246 of the Dutch Civil Code, subject to the
      termination and/or release of the Existing Rights of
    Pledge.

              


      

      
        	
                2.

              	
                In
      derogation of the provisions of Article 4.1 above, 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.

              


      

      
        	
                3.

              	
                The
      Pledgee (acting on the instructions of the Note Trustee) may terminate the
      authorization mentioned in Article 4.2 above 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, copied to the
      Company.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Further
obligations of the Pledgor.

      Article
5.

      The
Pledgor assumes the following obligations vis-à-vis the
Pledgee:

    

    
      
        	
                a.

              	
                on
      first demand in writing from the Pledgee (acting on the instructions of
      the Note Trustee), the Pledgor shall take all actions, and draw up and
      sign all supplementary documents as the Pledgee may consider necessary or
      desirable for the performance of the Pledgor's obligations under this
      deed, and to fully cooperate so as to enable the Pledgee to exercise his
      rights, with due regard to the relevant provisions of the Existing Rights
      of Pledge;

              


      

      
        	
                b.

              	
                the
      Pledgor shall, on first demand from the Pledgee (acting on the
      instructions of the Note Trustee), submit to the Pledgee all requested
      reasonable information and data with respect to the
  Shares;

              


      

      
        	
                c.

              	
                during
      the term of the Right of Pledge, the Pledgor shall not alienate, pledge or
      in any other way encumber the Shares (depositary receipts for) shares
      and/or rights to acquire (depository receipts for) shares in the capital
      of the Company without the prior written consent of the Pledgee (acting on
      the instructions of the Note Trustee) except for an encumbrance permitted
      in accordance with the provisions of the
  Indenture;

              


      

      
        	
                d.

              	
                the
      Pledgor shall with due regard to the relevant provisions of the Existing
      Rights of Pledge provide that the (depositary receipts for) Future Shares
      and/or rights to acquire (depositary receipts for) Future Shares in the
      capital of the Company it acquires after execution of this deed shall be
      pledgeable, and that the transferability thereof shall not be more
      cumbersome than the transferability of the
  Shares;

              


      

      
        	
                e.

              	
                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;

              


      

      
        	
                f.

              	
                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.

              

Warranties.
Declarations.

    

    
      Article
6.

    

    
      
        	
                1.

              	
                The
      Pledgor warrants to the Pledgee that, at this time, the following is
      correct:

              


      

    

    
      
        	
              	
                a.

              	
                the
      Company is a private company with limited liability, legally established
      under the laws of the Netherlands by notarial deed, executed before H. van
      Wilsum, at that time civil law notary officiating in Amsterdam, the
      Netherlands, on the third day of August nineteen hundred and ninety-four.
      The articles of association of the Company were last partially amended by
      deed executed before a substitute of M.P. Bongard, officiating in
      Amsterdam, the Netherlands, on the thirty-first day of May nineteen
      hundred and ninety-eight. A copy of the present articles of association is
      attached to this deed (Annex
      II). The Company
      is currently registered in the Commercial Register in Amsterdam, the
      Netherlands, under number 33246826. A copy of the extract from the
      Commercial Register is attached to this deed (Annex
      III);

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                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 2:19a of
      the Dutch Civil Code, 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 completely accurate and up to date. A copy of
      the shareholders' register is attached to this deed (Annex
      IV);

              


      

      
        	
              	
                d.

              	
                the
      entire issued share capital of the Company consists of two hundred
      thousand (200,000) ordinary shares, numbered 1 through 200,000; all of the
      issued 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
      Pledgor has not been deprived of the authority to alienate the Shares by
      virtue of Section 2:22a subsection 1 of the Dutch Civil
    Code;

              


      

      
        	
              	
                g.

              	
                the
      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 attachment, except for the Existing
      Rights of Pledge;

              


      

      
        	
              	
                h.

              	
                the
      Pledgor is authorized to establish the Right of
  Pledge;

              


      

      
        	
              	
                i.

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

              


      

      
        	
              	
                j.

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

              


      

      
        	
              	
                k.

              	
                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 deed 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;
  and

              


      

      
        	
              	
                l.

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

              


      

    

    
      
        	
                2.

              	
                Furthermore,
      the Pledgor hereby declares:

              


      

    

    
      the
Pledgor has acquired the Present Shares as follows:

    

    
      
        	
              	
                -

              	
                as
      for the numbers 1 through 199,997 pursuant to a notarial deed of transfer
      of shares, executed before H. van Wilsum, mentioned above, on the
      nineteenth day of September nineteen hundred ninety-four;
    and

              


      

      
        	
              	
                -

              	
                as
      for the numbers 199,999 and 200,000 pursuant to a notarial deed of
      issuance of shares, issued before H. van Wilsum, mentioned above, on the
      sixteenth day of December nineteen hundred
  ninety-six.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Exercise
of the Right of Pledge.

      Article
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 Dutch law 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
      Dutch Civil Code, without prejudice to the provision of Section 3:251 of
      the Dutch Civil Code, in order to recover the proceeds
      thereof.

              


      

    

    
      
        	
                2.

              	
                The
      blocking clause contained in the articles of association of the Company
      shall apply to the transfer of the Shares by the Pledgee, it being
      understood that the Pledgee shall, with due regard to the relevant
      provisions of the Existing Rights of Pledge, exercise all of the Pledgor's
      rights relevant to the alienation and transfer of the Shares, and that the
      Pledgee shall fulfill the Pledgor's obligations relevant
      thereto.

              


      

      
        	
                3.

              	
                In
      the event the Pledgee enforces execution of 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 enforcement costs from the proceeds, allocate the
      net proceeds to fulfill the Secured
Obligations.

              


      

      
        	
                4.

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

              


      

    

    
      Termination.

      Article
8.

    

    
      
        	
                1.

              	
                The
      Right of Pledge shall terminate if and when (a) any and all Secured
      Obligations have been irrevocably and unconditionally fulfilled, or (b)
      any and all Secured Obligations have been otherwise terminated or
      cancelled.

              


      

      
        	
                2.

              	
                The
      Pledgee (acting on the instructions of the Note Trustee) shall be entitled
      to terminate the Right of Pledge in whole or in part at any time.
      Termination shall be effectuated by a written notification to that effect
      by the Pledgee to the Pledgor with copy to the
  Company.

              


      

    

    
      Final
provisions.

      Article
9.

    

    
      
        	
                1.

              	
                Any
      notices 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 N.V.

      c/o
Curaçao Corporation Company N.V.

      Schottegatweg
Oost 44,

      Curaçao,
Netherlands Antilles

      Fax
number: + 5999 732 2500

      with a
copy to: c/o CME Development Corporation

      Second
floor, Aldwych House

      52
Charles Street

      London
W1J 5EU

      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

      c/o One
Canada Square

      London
E14 5AL

      United
Kingdom

      Fax
number: +44 (0) 2079648819

      Attention:
Corporate Trust Services

      Address of the
Company:

    

    
      CME Media
Enterprises B.V.

      Dam
5B

    

    
      1012 JS
Amsterdam

      The
Netherlands

      Fax
number: +31 (0) 20 4231404

    

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

    

    
      
        	
                2.

              	
                As
      to the existence and composition of the Secured Obligations, a written
      statement by the Pledgee made in accordance with his books shall
      constitute full proof, subject to proof to the contrary, it being
      understood that in the event of a disagreement with respect thereto, the
      Pledgee shall be authorized to exercise his right of execution, with due
      observance of the obligation of the Pledgee to pay over all amounts which
      afterwards would appear to be received by him in excess of his rights and
      with due regard to the relevant provisions of the Existing Rights of
      Pledge.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                3.

              	
                The
      Right of Pledge, including all provisions of this deed, shall be governed
      by the laws of the Netherlands.

              


      

      
        	
                4.

              	
                All
      disputes relating to the Right of Pledge shall be submitted exclusively to
      the competent court of law in Amsterdam, the
  Netherlands.

              


      

      
        	
                5.

              	
                If
      a provision of this deed is or becomes illegal, invalid or unenforceable
      in any jurisdiction, that shall not affect the legality, validity or
      enforceability of any other provision of this deed and the legality,
      validity or enforceability in other jurisdictions of that or any other
      provision of this deed.

              


      

      
        	
                6.

              	
                All
      costs, fees, taxes and other amounts (including notarial fees, taxes,
      legal fees, registration fees, translation costs and stamp duties)
      incurred by the Pledgee and the Note Trustee in connection with the
      negotiation, creation or execution of any documentation in connection with
      the Right of Pledge and the enforcement of the Right of Pledge will be for
      the account of the Pledgor.

              


      

      
        	
                7.

              	
                The
      Pledgor, the Company and the Pledgee hereby waive, to the fullest extent
      permitted by law, their right to rescind this deed pursuant to failure in
      the performance of one or more of their obligations as referred to in
      Section 6:265 of the Dutch Civil Code or on any other
    ground.

              


      

      
        	
                8.

              	
                The
      Pledgee shall not be obligated to give notice of a sale to someone other
      than to the Pledgor as referred to in the Sections 3:249 and 3:252 of the
      Dutch Civil Code.

              


      

      
        	
                9.

              	
                Neither
      the Pledgee nor the Note Trustee shall be responsible for any loss
      occasioned by the timing of the exercise of its powers under this deed
      other than by virtue of its bad faith, gross negligence or willful
      misconduct. The Pledgor shall indemnify the Pledgee and the Note Trustee
      in respect of all liabilities and reasonable expenses incurred by the
      Pledgee or the Note Trustee, as the case may be, in the execution of any
      rights, powers or discretions vested in it pursuant hereto, save for
      liabilities and expenses arising from the bad faith, gross negligence or
      willful misconduct of the Pledgee or the Note Trustee, as the case may
      be.

              


      

      
        	
                10.

              	
                The
      Pledgor is not entitled to file a request with the voorzieningenrechter of
      the district court to sell the Shares in a manner which deviates from the
      sale in public as referred to in Section 3:251 paragraph 1 of the Dutch
      Civil Code.

              


      

    

    
      FINALLY,
THE COMPANY HAS DECLARED:

    

    
      
        	
                a.

              	
                that
      it acknowledges the aforementioned Right of
  Pledge;

              


      

      
        	
                b.

              	
                that
      it has been informed of the provisions under which the Right of Pledge is
      established, and fully cooperates with the implementation
      thereof;

              


      

      
        	
                c.

              	
                that
      no facts or circumstances are known to the Company, which in any way are
      inconsistent with the warranties and declarations of the Pledgor stated in
      this deed;

              


      

      
        	
                d.

              	
                it
      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,
      that, subject to the provisions of Article 3, the Pledgee has the Voting
      Rights and to whom, the Pledgor or the Pledgee, the rights accrue which
      the law attributes to holders of depositary receipts of shares in the
      capital of a company which are issued with its
    co-operation;

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                e.

              	
                that
      all resolutions and approvals required from the Company for establishing a
      sixth priority right of pledge on the Shares by the Pledgor in favor of
      the Pledgee under the provisions contained in this deed, have been adopted
      and received respectively;

              


      

      
        	
                f.

              	
                that
      it is a private company with limited liability, duly incorporated and
      validly existing under the laws of the Netherlands and is registered in
      the Trade Register under number 33246826 and that the information
      contained in the Trade Register is correct and
  complete;

              


      

      
        	
                g.

              	
                that
      the Company has not been dissolved, nor has a resolution to dissolve the
      Company been approved nor has a petition been filed to dissolve the
      Company, nor has a notice from the Chamber of Commerce pursuant to Section
      2:19a paragraph 3 of the Dutch Civil Code been received;
    and

              


      

      
        	
                h.

              	
                that
      the Company has not been declared bankrupt, nor has a suspension of
      payments, including any other types of regulations with similar legal
      consequences been granted, nor have any petitions thereto been filed nor
      are any such petitions
expected.

              


      

    

    
      End.

      The
person appearing is known to me, civil law notary.

      This deed
was executed in Amsterdam the Netherlands, on the date stated in the first
paragraph of this deed. The contents of the deed have been stated and clarified
to the person appearing. The person appearing has declared not to wish the deed
to be fully read out, to have noted the contents of the deed timely before its
execution and to agree with the contents. After limited reading, this deed was
signed first by the person appearing and thereafter by me, civil law
notary.

    

    (Was
signed: O.A. Pfeiffer; R. van Bork)

    


    ISSUED FOR TRUE
COPY

    


    /s/ Oscar
Pfeiffer

    


    /s/ Rudolf van
Bork