Unassociated Document









 



STRICTLY
PRIVATE AND CONFIDENTIAL









 

 






CME
MEDIA ENTERPRISES B.V.

 

CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

 

and

 

PPF
(CYPRUS) Ltd.


















 




FRAMEWORK
AGREEMENT

 






















December
13, 2004




DEWEY
BALLANTINE

 

London

 





















CONTENTS

 




	
      1
	
      Definitions
      and Interpretation
	
      6

	 	
      1.1
	
      Definitions
	
      6

	 	
      1.2
	
      Interpretation
	
      18

	 	
      1.3
	
      Annexes
	
      20

	 	
      1.4
	
      Completion
      of Transaction Documents and Other Annexes
	
      20

	
      2
	
      Sale
      and Purchase of the TV Nova Group
	
      21

	 	
      2.1
	
      Outline
      of Transaction Structure and Steps
	
      21

	 	
      2.2
	
      Effect
      on Purchase Price
	
      22

	
      3
	
      Consideration
	
      22

	 	
      3.1
	
      Purchase
      Price
	
      22

	 	
      3.2
	
      TV
      Nova Value
	
      23

	 	
      3.3
	
      Closing
      Audit Report
	
      23

	 	
      3.4
	
      Determination
      of Closing Indebtedness, Closing CNTS Settlement Amount and Actual Working
      Capital
	
      23

	 	
      3.5
	
      Adjustments
      to the Purchase Price
	
      24

	 	
      3.6
	
      Cash
      Payments
	
      25

	
      4
	
      Warranties
	
      26

	 	
      4.1
	
      Mutual
      Warranties
	
      26

	 	
      4.2
	
      Additional
      Warranties by CME Ltd
	
      27

	 	
      4.3
	
      Additional
      Warranties by PPF
	
      27

	 	
      4.4
	
      Warranties
      by PPF Relating to the Ownership Interests and the Programming
      Library
	
      29

	 	
      4.5
	
      Warranties
      by PPF Relating to CET 21
	
      32

	 	
      4.6
	
      Warranties
      by PPF Related to the TV Nova Group Companies and Other
      Entities
	
      35

	 	
      4.7
	
      Warranties
      by PPF Related to Various Claims
	
      53

	 	
      4.8
	
      Acknowledgement
      of Disclosure
	
      55

	 	
      4.9
	
      Breach
      of Warranty
	
      55

	 	
      4.10
	
      No
      Other Warranties
	
      55

	
      5
	
      Pre-Closing
      Obligations
	
      55

	 	
      5.1
	
      General
      Obligations of PPF
	
      55

	 	
      5.2
	
      PPF
      Obligations Relating to the TV Nova Group
	
      27

	 	
      5.3
	
      CME
      Parties' Obligations
	
      59

	
      6
	
      Conditions
      to Closing
	
      60

	 	
      6.1
	
      Conditions
      Precedent
	
      60

	 	
      6.2
	
      Responsibility
      for Satisfaction
	
      62

	 	
      6.3
	
      Satisfaction/Non-Satisfaction/Waiver
	
      62

	
      7
	
      Closing
	
      63

	 	
      7.1
	
      Time
      and Place of Closing
	
      63

	 	
      7.2
	
      PPF's
      Closing Obligations
	
      63

	 	
      7.3
	
      CME
      ME's Closing Obligations
	
      65

	
      8
	
      Undertakings
      To Benefit The TV Nova Business
	
      66

	 	
      8.1
	
      PPF's
      Undertakings
	
      66

	 	
      8.2
	
      CME
      ME's Undertakings
	
      67

	 	
      8.3
	
      Effect
      of Breach of Undertakings
	
      68

	 	
      8.4
	
      Additional
      Undertaking by PPF
	
      68

	 	
      8.5
	
      Additional
      Undertaking by CME ME and PPF
	
      68

	
      9
	
      Termination
	
      68



 




















 


	 	
      9.1
	
      Termination
      by Consent
	
      68

	 	
      9.2
	
      Termination
      by the Parties Prior to Closing
	
      68

	 	
      9.3
	
      Automatic
      Termination
	
      69

	 	
      9.4
	
      Payments
      Upon Termination
	
      69

	 	
      9.5
	
      Effects
      of Termination
	
      70

	
      10
	
      Indemnity
	
      70

	 	
      10.1
	
      Indemnity
      by PPF
	
      70

	 	
      10.2
	
      Indemnity
      by CME
	
      72

	 	
      10.3
	
      Threshold
      for Indemnification
	
      72

	 	
      10.4
	
      Notice
      of Potential Indemnity Claims
	
      73

	 	
      10.5
	
      Notice
      of Indemnity Claims
	
      73

	 	
      10.6
	
      Defense
      of Third Party Claims
	
      74

	
      11
	
      Limitation
      Of Liability
	
      76

	 	
      11.1
	
      General
	
      76

	 	
      11.2
	
      Time
      for Making Claims
	
      77

	 	
      11.3
	
      Limitation
      on PPF's Liability
	
      78

	 	
      11.4
	
      Allowances,
      Provisions and Reserves
	
      78

	 	
      11.5
	
      Change
      in Law
	
      78

	 	
      11.6
	
      Accounting
      Bases
	
      78

	 	
      11.7
	
      Contingent
      and Non-quantifiable Liabilities
	
      78

	 	
      11.8
	
      No
      Double Recovery
	
      79

	 	
      11.9
	
      CME
      Parties' Approval
	
      79

	 	
      11.10
	
      Status
      of Clause 11
	
      79

	 	
      11.11
	
      Pre-1996
      Event Facts and Circumstances
	
      79

	 	
      11.12
	
      Limitation
      on CME Parties' Liability
	
      79

	
      12
	
      Tax
      Issues
	
      79

	 	
      12.1
	
      Tax
      Returns
	
      79

	 	
      12.2
	
      Tax
      Credits
	
      80

	
      13
	
      Security
	
      80

	 	
      13.1
	
      Required
      Security
	
      80

	 	
      13.2
	
      Substitute
      Security
	
      80

	 	
      13.3
	
      Financial
      Condition of Guarantors and Mandatory Substitution
	
      83

	 	
      13.4
	
      Costs
      and Expenses
	
      85

	 	
      13.5
	
      Further
      Assurances Regarding Security
	
      85

	 	
      13.6
	
      Duration
      of Security
	
      85

	
      14
	
      Governing
      Law
	
      85

	
      15
	
      Dispute
      Resolution
	
      85

	
      16
	
      Non-Business
      Days
	
      85

	
      17
	
      Amendments
	
      86

	
      18
	
      Counterparts
	
      86

	
      19
	
      Confidentiality
      and Announcements
	
      86

	 	
      19.1
	
      Non-Disclosure
	
      86

	 	
      19.2
	
      Duration
      of Restrictions
	
      87

	 	
      19.3
	
      Public
      Support
	
      87

	
      20
	
      Notices
	
      87

	 	
      20.1
	
      Form
      of Notice
	
      87

	 	
      20.2
	
      Addresses
      for Notices
	
      87

	
      21
	
      Assignment
	
      88

	 	
      21.1
	
      Successors
	
      88

	 	
      21.2
	
      Restriction
      on Assignment
	
      88

	 	
      21.3
	
      Substitute
      Performance
	
      88

	
      22
	
      Rights
      of Third Parties
	
      88



 




















 


	 	
      22.1
	
      General
	
      88

	 	
      22.2
	
      Protected
      Parties
	
      88

	
      23
	
      Entire
      Agreement
	
      89

	
      24
	
      Waivers
	
      89

	
      25
	
      Costs
      and Expenses
	
      89

	
      26
	
      Severability
	
      89

	 	
      26.1
	
      Effect
      of Invalidity
	
      89

	 	
      26.2
	
      Cure
	
      90

	
      27
	
      Legality
	
      90

	
      28
	
      Further
      Assurance
	
      90

	
      Annex
      1 Programming Library Transfer
	
      92

	
      Annex
      2 PPF Group
	
      94

	
      Annex
      3 Working Capital
	
      95

	
      Annex
      4 Form of Transfer Agreement (CZ a.s. Entity)
	
      96

	
      Annex
      5 Form of Transfer Agreement (CZ s.r.o. Entity)
	
      97

	
      Annex
      6 Subscription Agreement
	
      98

	
      Annex
      7 Registration Rights Agreement
	
      99

	
      Annex
      8 TV Nova Group Agreement
	
      100

	
      Annex
      9 Guarantee
	
      101

	
      Annex
      10 Smejc Agreement
	
      102

	
      Annex
      11 Amended Newco/Oldco Memorandum of Association
	
      103

	
      Annex
      12 PPF Group Guarantee
	
      104






 























THIS
FRAMEWORK AGREEMENT (this
"Agreement") is
made by way of a deed on December 13,
2004

 



BETWEEN:

 




	
      (1)
	
      CME
      MEDIA ENTERPRISES B.V., a
      company organized under the laws of the Netherlands, and having its seat
      at 101706 Amsterdam Birkstraat 89, 3768 HD Soest, the Netherlands
      ("CME
      ME");








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







and





	
      (3)
	
      PPF
      (CYPRUS) LTD. a
      company organized under the laws of the Republic of Cyprus with registered
      number HE 92433, and having its registered office at Arch. Makeriou III,
      2-4, Capital Center, 9th Floor, PC 1505, Nicosia, Cyprus ("PPF").







WHEREAS:




	
      (A)
	
      CET
      21, spol. s r.o. ("CET
      21")
      is a limited liability company organized and existing under the laws of
      the Czech Republic and has a registered capital of CZK 200,000 (the
      "CET
      21 Registered Capital").



	 	 






	
      (B)
	
      CET
      21 is a holder of the license No. 001/1993 granted by the Council of the
      Czech Republic for Radio and Television Broadcasting on February 9, 1993
      and valid through January 30, 2017 (the "TV
      Nova License")
      under which it operates the Czech television broadcasting station called
      "TV
      Nova".



	 	 






	
      (C)
	
      Vilja
      a.s. ("Vilja")
      is a joint stock company organized and existing under the laws of the
      Czech Republic.



	 	 






	
      (D)
	
      Vilja
      is the owner of a 52.075% Ownership Interest in CET 21, and exercises
      control over CET 21 and the broadcasting of TV Nova.



	 	 






	
      (E)
	
      TV
      NOVA HOLDINGS B.V. ("TVNH"), a
      company organized under the laws of the Netherlands, owns a 100% Ownership
      Interest of Vilja and exercises control over Vilja.



	 	 






	
      (F)
	
      PPF
      directly or indirectly owns a 100% Ownership Interest in
    TVNH.



	 	 




	
      (G)
	
      Česká
      Produkční 2000 a.s. ("CP
      2000")
      is a joint stock company organized and existing under the laws of the
      Czech Republic.



	 	 






	
      (H)
	
      PPF
      owns and controls the disposition of a 100% Ownership Interest in CP
      2000.



	 	 






	
      (I)
	
      CP
      2000 owns a 100% Ownership Interest of (1) MAG MEDIA 99, a.s.
      ("MAG
      MEDIA"),
      a joint stock company organized and existing under the laws of the Czech
      Republic, (2) NOVA-Consulting, a.s. ("Nova
      Consulting"),
      a joint stock company organized and existing under the laws of the Czech
      Republic, and (3)
      Česká produkční invest, a.s. ("CPI"),
      a joint stock company organized and existing under the laws of the Czech
      Republic.




 

























	
      (J)
	
      CPI
      owns a 100% Ownership Interest of (1) Media Capitol, a.s. ("Media
      Capitol"),
      a joint stock company organized and existing under the laws of the Czech
      Republic, and (2) ERIKA a.s. ("ERIKA"),
      a joint stock company organized and existing under the laws of the Czech
      Republic.



	 	 






	
      (K)
	
      PPF
      directly or indirectly has the right to acquire, subject to regulatory
      approvals, 66.67% of the Ownership Interest of Galaxie Sport, a licensed
      television broadcaster in the Czech Republic, and to cause the 66.67%
      Galaxie Sport Ownership Interest to become part of the TV Nova
      Group.



	 	 




	
      (L)
	
      AQS
      a.s. ("AQS")
      is a joint stock company organized and existing under the laws of the
      Czech Republic and has title to and control over the Programming
      Library
      (as such term is defined below).



	 	 






	
      (M)
	
      The
      broadcasting, advertising and programming operations, and certain
      ancillary activities, of TV Nova consist of CET 21, Vilja, CP 2000, MAG
      MEDIA, Nova Consulting, Media Capitol and ERIKA, as well as any contracts
      and services, and trademarks, trade names or other intellectual property
      necessary or used in respect of the TV Nova operations, and certain
      ancillary activities conducted by certain subsidiaries of CP 2000 and for
      the purposes of this Agreement only, the Programming Library (the
      "TV
      Nova Business").



	 	 




	
      (N)
	
      The
      TV Nova Business shall be reorganized by PPF prior to the Closing so that
      all relevant entities and assets necessary for the operation and control
      of, and the enjoyment of the financial benefit of, the TV Nova Business
      are held, directly or indirectly, in the TV
      Nova Group
      (as defined below) either by Vilja (as to the licensed broadcasting
      operations and the Programming Library) or CP 2000 (as to all other
      aspects), and so that neither Vilja or CP 2000 have any business
      operations or subsidiaries other than the TV Nova
  Business.



	 	 




	
      (O)
	
      The
      Parties have agreed that at Closing, subject to the terms and conditions
      provided herein:








	 	
      (i)
	
      CME
      ME shall acquire control over the TV Nova Business in a transaction
      whereby PPF shall sell (or shall cause the parties under its control to
      sell) and CME ME shall purchase (or shall cause the parties under its
      control to purchase) 85% of the TV Nova Group in exchange for the Purchase
      Price;








	 	
      (ii)
	
      CME
      Ltd and the Designated Shareholders shall enter into the Subscription
      Agreement and the Registration Rights Agreement, and CME Ltd shall cause
      the CME Consideration Shares to be issued to the Designated Shareholders
      pursuant to the Subscription Agreement;








	 	
      (iii)
	
      PPF
      and CME ME, or their respective affiliates as appropriate, shall enter
      into the other Transaction
      Documents
      (as defined below); and




 






















	 	
      (iv)
	
      PPF
      and the CME Parties shall do and cause to be done such other things as are
      necessary to complete the intended transaction, as provided in more detail
      in this Agreement.






 

IT IS
AGREED as follows:

 




	
      1
	
      Definitions
      and Interpretation



	 	 






	
      1.1
	
      Definitions






 

In this
Agreement:

 


	
      "2005
      TV Nova Budget"
	
      means
      the budget for the TV Nova Group for calendar year
2005;

	 	 
	
      "Actual
      Working Capital"
	
      means
      the amount of working capital as at the Closing Commencement Date, as
      determined by using categories in respect of expected working capital of
      those entities in the TV Nova Group as set forth in Annex
      3
      hereto and the amounts specified in the Closing Audit
    Report;

	 	 
	
      "Additional
      Disclosed Documents Index"
	
      means
      the index of documents provided to the CME Parties or their advisers by
      PPF or its advisers and annexed to the Disclosure
  Letter;

	 	 
	
      "Adjustment
      Report"
	
      means
      as specified in Clause 3.4.3;

	 	 
	
      "Agreement"
	
      has
      the meaning specified in the heading hereof;

	 	 
	
      "AHVG"
	
      means
      Prof. Josef Alan (born 1938), Dr. Peter Huncik (born 1951), Vlastimil
      Venclik (born 1942), and Fedor Gal (born 1945), or any one or more of
      them;

	 	 
	
      "Amended
      Newco/Oldco Memorandum of Association"
	
      means
      the memorandum of association of each of Newco and Oldco to be adopted and
      effective as from the Closing Completion Date, substantially in the form
      attached hereto as Annex
      11;

	 	 
	
      "Antimonopoly
      Approval"
	
      means
      (i) a final and effective decision of the Antimonopoly Office and/or the
      Foreign Antimonopoly Office, approving the concentration of the Parties
      within the meaning of the applicable laws, as proposed in the proceeding
      before the Antimonopoly Office or the Foreign Antimonopoly Office, or (ii)
      a decision of the Antimonopoly Office and/or the Foreign Antimonopoly
      Office that the concentration of the Parties is not subject to the
      Antimonopoly Office's or the Foreign Antimonopoly Office's approval, as
      the case may be;

	 	 
	
      "Antimonopoly
      Office"
	
      means
      the Office for the Protection of Economic Competition of the Czech
      Republic;


























 


	
      "AQS"
	
      means
      as defined in Recital (J);

	 	 
	
      "Auditors"
	
      means
      KPMG Ceska Republika s.r.o., in their capacity as the auditors of the TV
      Nova Business or such other auditors who are appointed as the auditors of
      the TV Nova Business at any time after the Closing Completion
      Date;

	 	 
	
      "Bank
      Guarantee"
	
      means
      as defined in Clause 13.2.9(ii);

	 	 
	
      "Business
      Day"
	
      means
      a day (other than Saturday or Sunday) on which commercial banks are open
      for general business in Prague, New York and London (other than for
      services via the Internet);

	 	 
	
      "CEDC"
	
      means
      CEDC
      Management Services GmbH,
      a
      company organized under the laws of Germany, with registered number HRB
      33165 in Charlottenburg, and having its seat at Bleibtreustrasse 6, 10623
      Berlin, Germany, currently in the process of liquidation by Erich Amsler,
      of the firm Amsler Czempiel Schreiber, Bleibtreustrasse 6, 10623
      Berlin;

	
      "CET
      21 Registered Capital"
	
      means
      as defined in Recital (A);

	 	 
	
      "CET
      21"
	
      means
      as defined in Recital (A);

	 	 
	
      "Claim"
	
      means
      any
      claims, rights, actions, proceedings of any nature, contingent or actual,
      known or unknown, including any appeals in such proceedings, whether
      asserted or not, which a person has against any person or any of its
      subsidiaries and affiliates or current or former shareholders, relating in
      any way to the assets, ownership structure or other affairs of such person
      or any of its subsidiaries or current or former shareholders and
      affiliates, and where used in the form "[Person]
      Claims" means
      Claims by or on behalf of the person so indicated, and with respect to
      those [Person] Claims referred to in Clause 4.7.1 it
      means all such Claims as of the Execution Date, provided that from and
      after the Closing Commencement Date, such term shall be understood to
      include all of such person's Claims asserted on or before the Closing
      Commencement Date or later Claims to the extent that such later Claims
      arise from facts and circumstances existing on or before the Closing
      Commencement Date;

	 	 
	
      "Closing"
	
      means
      the completion of the sale and purchase of the TV Nova Group as described
      in Clause 7;

	 	 
	
      "Closing
      Audit Report"
	
      means
      a report of the Auditors prepared in accordance with Clause 3.3 in
      which the Auditors certify without qualifications the Combined Balance
      Sheet of CET 21, CP 2000 and MAG MEDIA as of the Closing Commencement Date
      (which report shall include as attachments the audited balance sheets of
      CET 21, CP 2000 and MAG MEDIA);


























 


	
      "Closing
      Certificate"
	
      means
      as defined in Clause 3.4.1

	 	 
	
      "Closing
      CNTS Settlement Amount"
	
      means
      as defined in Clause 3.2.3;

	 	 
	
      "Closing
      Commencement Date"
	
      means
      as defined in Clause 7.1;

	 	 
	
      "Closing
      Completion Date"
	
      means
      as defined in Clause 7.1;

	 	 
	
      "Closing
      Indebtedness"
	
      means
      as defined in Clause 3.2.2
      ;

	 	 
	
      "Closing
      Management Report"
	
      means
      a report of the management of the TV Nova Business in which the management
      certify the Combined Balance Sheet of CET 21, CP 2000 and MAG MEDIA,
      prepared on the basis of Czech accounting standards, as of the Closing
      Commencement Date (which report shall include estimated Closing
      Indebtedness for the TV Nova Group, the estimated Closing CNTS Settlement
      Amount and the estimated Actual Working Capital, and shall further include
      as attachments the balance sheets of any
      material entities in the TV Nova Group to the extent required by Czech
      accounting standards);

	 	 
	
      "CME
      Consideration Shares"
	
      means
      3,500,000 unregistered CME Shares;

	 	 
	
      "CME
      Loan Agreement"
	
      means
      a loan agreement between CME ME and Oldco, referred to in Clause
      2.1
      and substantially as described in the Transaction
    Memorandum;

	 	 
	
      "CME
      Loan Note"
	
      means
      a loan note issued by CME ME which is exchangeable for the CME
      Consideration Shares, referred to in Clause 2.1
      and substantially as described in the Transaction
    Memorandum;

	 	 
	
      "CME
      Ltd"
	
      means
      as specified on the first page of this Agreement;

	 	 
	
      "CME
      ME"
	
      means
      as specified on the first page of this Agreement;

	 	 
	
      "CME
      Parties"
	
      means
      CME ME and CME Ltd;

	 	 
	
      "CME
      Pledge"
	
      means
      as specified in Clause 13.2.9(iv);

	 	 
	
      "CME
      Protected Parties"
	
      means
      as specified in Clause 10;


























 


	
      "CME
      Shares"
	
      means
      Class A Common stock of CME Ltd. with a par value of US$ 0.08 per
      share;

	 	 
	
      "CNTS
      Lease"
	
      means
      the two leases, dated September 10, 2004, and October 29, 2004, each
      between CP 2000 and CNTS for use of space in a building at Vladislavova
      20, Prague, referred to on the Additional Disclosed Documents Index No.
      34, document numbers 3 and 4;

	 	 
	
      "CNTS
      Settlement"
	
      means
      the Global Settlement Agreement between CET 21, CNTS and certain members
      of the PPF Group dated December 19, 2003, pursuant to which CET 21 became
      obligated to pay certain amounts to CNTS and certain members of the PPF
      Group, and as referred to in the Data Room Index (document
      number 3.6.1.1.37);

	 	 
	
      "Combined
      Accounts"
	
      means
      the Combined Balance Sheet and related income statements compiled on the
      basis of the individual balance sheets and income statements of the
      specified entities for the relevant financial year, in each case prepared
      in accordance with the specified accounting standards, consistently
      applied;

	 	 
	
      "Combined
      Balance Sheet"
	
      means
      the combined balance sheets for the corresponding year of any set of
      Combined Accounts;

	 	 
	
      "Controlling
      Reports"
	
      means
      the reports required to be prepared by the relevant statutory body of any
      controlled company pursuant to Section 66a, paragraph 9 of the Commercial
      Code;

	 	 
	
      "CP
      2000"
	
      means
      as specified in Recital (F);

	 	 
	
      "CP
      2000 Promissory Note"
	
      means
      a promissory note issued by Vilja in the face amount of CZK 1,868,460,000
      and held by CP 2000 on the Execution Date;

	 	 
	
      "CPI"
	
      means
      as specified in Recital (I);

	 	 
	
      "CP
      Pledge"
	
      means
      as specified in Clause 13.2.9(iii);

	 	 
	
      "CS"
	
      means
      Ceska sporitelna, a.s., a joint stock company organized under the laws of
      the Czech Republic, with its registered office at Olbrachtova 1929/62,
      Prague 4 140 00;

	 	 
	
      "CZK"
	
      means
      Czech Crowns, the official currency for the time being of the Czech
      Republic; provided, however, that if,
      while any of the Transaction Documents remains in effect, the Czech
      Republic joins the third stage of the European Economic and Monetary
      Union, adopts the Euro as its currency and CZK ceases to be its lawful
      currency, all references herein to CZK shall be deemed to be replaced by
      references to "Euro," "EUR" or "€" and the amounts of CZK shall be deemed
      to be replaced by the equivalent amounts of Euro, calculated at the rate
      of conversion of CZK (including compliance with rules relating to rounding
      in accordance with the then applicable European Community regulations)
      into Euro established by the Council of the European Union pursuant to
      Article 123 of the treaty establishing the European Communities, as
      amended;


























 


	
      "Data
      Room Index"
	
      means
      the index of documents provided to the CME Parties or their advisers by
      PPF or its advisers and annexed to the Disclosure
  Letter;

	 	 
	
      "Demand
      Amount"
      
	
      has
      the meaning given in the Guarantee or the PPF Group Guarantee, as
      applicable; 

	 	 
	
      "Designated
      Shareholder(s)"
	
      means
      those persons identified by PPF prior to the Closing Commencement Date as
      the intended holders of the CME Consideration Shares, provided that there
      shall be no more than two such persons, and each such person shall be (i)
      a member of the PPF Group at the Closing Date, (ii) an "accredited
      investor" as defined in the Subscription Agreement, and (iii) meet any
      other requirements of U.S. federal and state securities laws or applicable
      laws of the jurisdiction of such person's incorporation with respect to
      its holding of the CME Consideration Shares;

	 	 
	
      "Disclosure
      Letter"
	
      means
      the letter and its schedules to be dated as of the Execution Date in which
      PPF discloses (i) information on liabilities, claims or facts and (ii)
      details of other matters referred to in this Agreement, as delivered by
      PPF to the CME Parties on the Execution Date;

	 	 
	
      "Dispute
      Notice"
	
      means
      as defined in Clause 3.4.1;

	 	 
	
      "ERIKA"
	
      means
      as specified in Recital (J);

	 	 
	
      "Escrow
      Account"
      
	
      means
      an escrow account opened with an Escrow Bank for the purposes of PPF, the
      Guarantor, or the PPF Group Guarantor paying funds into escrow pursuant to
      this Agreement, the TV Nova Agreement, the Guarantee, the PPF Group
      Guarantee or any relevant Substitute Security, and regulated by an Escrow
      Agreement;

	 	 
	
      "Escrow
      Agreement"
      
	
      means
      an escrow agreement among the Escrow Bank, PPF, the Guarantor, the PPF
      Group Guarantor and the CME Parties for the purposes of regulating payment
      of funds into escrow and withdrawals from escrow pursuant to this
      Agreement, the TV Nova Group Agreement, the Guarantee, the PPF Group
      Guarantee or any relevant Substitute
Security;


























 


	
      "Escrow
      Bank"
      
	
      means
      a bank in London (the identity and credit rating of which is reasonably
      satisfactory to the CME Parties);

	 	 
	
      "Estimated
      Total Cash Consideration"
	
      means
      the estimated Total Cash Consideration calculated in accordance with this
      Agreement and based on the estimations set out in the Closing Management
      Report;

	 	 
	
      "Execution
      Date"
	
      means
      the date
      hereof;

	 	 
	
      "Expiration
      of Time Limit"
	
      means
      the lapse of the time-limit set forth in the applicable laws without the
      Antimonopoly Office having issued a meritorious decision on a notification
      of the concentration of the Parties, or without the Antimonopoly Office
      having informed the parties to the proceeding that the proceeding shall
      continue, or an analogous situation with respect to the Foreign
      Antimonopoly Office pursuant to the applicable laws, as the case may be,
      in each case having the same material effect as the Antimonopoly
      Approval;

	 	 
	
      "Foreign
      Antimonopoly Office"
	
      means
      any relevant antimonopoly authority other than the Antimonopoly Office,
      including the European Commission or its relevant bodies, as the case may
      be, equivalent to the Antimonopoly Office having jurisdiction to approve
      the concentration of the Parties hereunder;

	 	 
	
      "Fourth
      Installment"
	
      means
      the amount, converted to CZK at the Closing Commencement Date, of the
      Fourth Installment due on or before July 15, 2005 from PPF pursuant to the
      Master Agreement dated October 8, 2003 among PPF, CME ME, CME Ltd and CME
      Czech Republic B.V.;

	 	 
	
      "Galaxie
      Sport"
	
      means
      a
      limited liability company organized and existing under the laws of the
      Czech Republic, with a
      registered capital of CZK 105,000, that operates a sports television
      broadcasting business pursuant to the Galaxie Sport License;

	 	 
	
      "Galaxie
      Sport License"
	
      means
      license File No. Ru/72/02 granted by the Media Council on March 19, 2002
      and valid for a period of 12 years from March 28, 2002, under which
      Galaxie Sport operates the Czech television broadcasting station called
      "Galaxie sport";

	 	 
	
      "General
      Meeting"
	
      means
      in respect of any entity incorporated by shares, a meeting of its
      shareholders, and in respect of any other entity the functional equivalent
      of such a shareholders' meeting;


























 


	
      "Gerner"
	
      Means
      Jan Gerner (born 1971);

	 	 
	
      "Guarantee"
	
      means
      the guarantee by PPF a.s. in favor of the CME Parties to be given at the
      Closing Commencement Date, in the form set out in Annex
      9
      hereto;

	 	 
	
      "Guarantor"
	
      means
      PPF a.s., a company organised and existing under the laws of the Czech
      Republic with its seat at Na Pankraci 121, 140 21
  Prague;

	 	 
	
      "Guarantor
      Obligations"
      
	
      means
      Obligations as such term is defined in the Guarantee;

	 	 
	
      "IFRS"
	
      means
      the international financial reporting standards promulgated from time to
      time by the International Accounting Standards Board;

	 	 
	
      "Indebtedness"
	
      means
      any obligation (whether incurred as principal or surety) for the payment
      or the repayment of money, whether present or future, actual or
      contingent, including without limitation all notes, debentures, bonds,
      letters of credit, bankers' acceptances and other instruments evidencing
      indebtedness (including capital leases, guarantees and lines of credit) of
      the relevant person, and with respect to CET 21 this term shall include
      the liability of CET 21 under the CNTS Settlement;

	 	 
	
      "Indemnity
      Claim"
	
      means
      any Claim by any Protected Party pursuant to the indemnities in Clause
      10.1
      and 10.2;

	 	 
	
      "Independent
      Accountant"
	
      means
      as specified in Clause 3.4.3;

	
      "Initial
      Security"
      
	
      means
      as provided in the Guarantee;

	 	 
	
      "Komar"
	
      Means
      Vladimir Komar (born 1972);

	 	 
	
      "Krsak"
	
      means
      Peter Krsak (born 1949);

	 	 
	
      "Last
      Date for Closing"
	
      means
      July 1, 2005, unless extended to October 1, 2005 as provided in Clause
      6.3.7,
      or such other date as the Parties may agree in writing;

	 	 
	
      "LIBOR
      3M"
	
      means
      the interest rate determined by the British Bankers' Association (BBA) as
      the London Interbank Offered Rate for US$ for a three month period (using
      the methodology described by the BBA at www.bba.org.uk)
      at or about 11 a.m. (London time) on the second London banking day of each
      month, as displayed on Moneyline Telerate page 3750 (or such other page as
      may replace page 3750 on that service or such other service as may be
      nominated by the BBA as its information vendor for such
      purposes);


























 


	
      "Losses"
	
      means
      as provided in Clause 10.1.1;

	 	 
	
      "MAG
      MEDIA"
	
      has
      the meaning specified in Recital (I);

	 	 
	
      "Material
      Adverse Effect"
	
      means
      any effect that is or is reasonably likely to be materially adverse to the
      assets, business, results of operations, financial condition or prospects
      of the TV Nova Business considered as a whole;

	 	 
	
      "Media
      Act"
	
      means
      Act
      No. 231/2001 Coll., as amended, On Radio and Television
      Broadcasting;

	 	 
	
      "Media
      Capitol"
	
      means
      as specified in Recital (J);

	 	 
	
      "Media
      Council"
	
      means
      the Council
      of the Czech Republic for Radio and Television
  Broadcasting

	 	 
	
      "Media
      Council Consent"
	
      means
      any required approval of the Media Council
      including for a transfer of an Ownership Interest in a licensee or such
      other matter as may be referred to herein pursuant to the Media
      Act;

	 	 
	
      "MEF
      Media"
	
      means
      the company referred to in Clause 4.6.13(A);

	 	 
	
      "Newco"
	
      means
      a Czech limited liability company, to be organized and 100% owned and
      controlled by CME ME on or before the Closing Commencement
      Date;

	 	 
	
      "Nova
      Consulting"
	
      means
      as specified in Recital (J);

	 	 
	
      "Obligations"
      
	
      has
      the meaning given in the Guarantee;

	 	 
	
      "Oldco"
	
      means
      a Czech limited liability company, established prior to December 31, 2003,
      to be acquired and 100% owned and controlled by CME ME on or before the
      Closing Commencement Date;

	 	 
	
      "Oldco
      Promissory Note(s)"
	
      means
      any promissory note issued by Oldco referred to in Clause 2.1
      and substantially as described in the Transaction
    Memorandum;

	 	 
	
      "Oldco
      Promissory Note Assignment Agreement(s)"
	
      means
      any agreement to transfer the creditor's rights and title to any Oldco
      Promissory Note, referred to in Clause 2.1
      and substantially as described in the Transaction
    Memorandum;

	 	 
	
      "Original
      TV Nova Combined Accounts"
	
      means
      the audited Combined Accounts of CET 21, CP 2000 and MAG MEDIA for the
      financial year ended 31 December 2003, prepared in accordance with
      IFRS;

	 	 
	
      "Ownership
      Interests"
	
      means
      the shares, participation rights or other equity ownership interest of any
      corporate person, and any reference to an [Entity] Ownership Interest
      refers to the equity ownership of the relevant
entity;


































	
      "Party"
      or
      "Parties"
	
      means
      the Party and Parties to this Agreement;

	 	 
	
      "Plejada"
	
      means
      Plejáda a.s., a
      joint stock company organized under the laws of the Czech
      Republic;

	 	 
	
      "PPF"
	
      means
      as specified on the first page hereof;

	 	 
	
      "PPF
      Group"
	
      means
      those persons listed in Annex
      2
      hereto;

	 	 
	
      "PPF
      Group Guarantee"
      
	
      means
      the guarantee by PPF Group N.V. in favor of the CME Parties to be given at
      the Closing Commencement Date, in the form set out in Annex
      12;

	 	 
	
      "PPF
      Group Guarantor"
      
	
      means
      PPF Group N.V., a company organized and existing under the laws of the
      Netherlands with its seat at Herengracht 450-454, 1017CA Amsterdam, The
      Netherlands;

	 	 
	
      "PPF
      Loan Agreement"
	
      means
      a loan agreement between PPF and Oldco, referred to in Clause 2.1
      and substantially as described in the Transaction
    Memorandum;

	 	 
	
      "PPF
      Media"
	
      means
      the company referred to in Clause 4.6.12(A);

	 	 
	
      "PPF
      Promissory Note"
	
      means
      a Promissory Note issued by PPF with a face value equal to 15% of the
      registered capital of Newco on the Closing Commencement Date, referred to
      in Clause 2.1
      and substantially as described in the Transaction
    Memorandum;

	 	 
	
      "PPF
      Protected Parties"
	
      means
      as specified in Clause 10.2;

	 	 
	
      "Pre-contractual
      Statement"
	
      means
      any draft, agreement, undertaking, representation, warranty, promise,
      assurance or arrangement of any nature whatsoever, whether or not in
      writing, relating to the subject matter of this Agreement made or given by
      any person at any time prior to the Execution Date;

	 	 
	
      "Programming
      Library"
	
      means
      all programming, production, dubbing and other rights held on behalf of or
      licenses for use on TV Nova (including any commitments or options to
      acquire or renew any such rights in the future) by AQS or otherwise,
      including any receivables due from the sale or transfer of such rights as
      well as any current payment obligations of CET 21 to AQS in respect of
      such rights but excluding any existing liability for breach of any such
      right or the underlying contract or any overdue payment obligation of AQS
      to any third party, as further described in Clause 1.4.4;


























 


	
      "Programming
      Library Pledge"
	
      means
      the pledge created over part of the Programming Library in accordance with
      the Agreement on Securing Assignment of Rights to Recordings, concluded by
      and between eBanka, a.s. and AQS on September 1, 2004, as a collateral for
      the loan provided to AQS by eBanka, a.s. pursuant to the Revolving Loan
      Agreement concluded by and between eBanka, a.s. and AQS on September 1,
      2004;

	 	 
	
      "Programming
      Library Transfer Agreement"
	
      means
      the Programming Library Transfer Agreement between AQS and CET 21 to be
      entered into on or before the Closing Commencement Date, as provided in
      Clause 1.4.4;

	 	 
	
      "Protected
      Party"
	
      means
      a CME Protected Party or a PPF Protected Party;

	 	 
	
      "Purchase
      Price"
	
      has
      the meaning set forth in Clause 3.1;

	 	 
	
      "Registration
      Rights Agreement"
	
      means
      the Registration Rights Agreement between CME Ltd and the Designated
      Shareholder(s) to be entered into on or before the Closing Commencement
      Date in the form of Annex
      7
      hereto;

	 	 
	
      "Review
      Period"
	
      means
      as provided in Clause 3.4.2;

	 	 
	
      "Security"
      
	
      means
      the Guarantee and the PPF Group Guarantee, and following substitution, if
      any, pursuant to Clause 13.2,
      means the Guarantee and such Substitute Security as has replaced the PPF
      Group Guarantee;

	 	 
	
      "Shareholders
      Equity"
      
	
      means
      the shareholders equity (excluding minority interests) as recorded on the
      consolidated balance sheet of the PPF Group Guarantor, from time to
      time;

	 	 
	
      "Smejc"
	
      means
      Jiri Smejc (born 1971);

	 	 
	
      "Smejc
      Agreement"
	
      means
      an agreement among CME ME, PPF and Smejc, in the form set forth in
      Annex
      10
      hereto;

	 	 
	
      "Subscription
      Agreement"
	
      means
      a subscription agreement to be entered into on or before the Closing
      Commencement Date between CME Ltd and the Designated Shareholder(s),
      pursuant to which the Designated Shareholder(s) shall subscribe for the
      CME Consideration Shares, in the form set out in Annex
      6 hereto;

	 	 
	
      "Subscription
      Price"
	
      means
      US$ 129,990,000;

	 	 
	
      "Substitute
      Security"
      
	
      means
      those forms of security specified in Clause 13.2.9;


























 


	
      "Substitution
      Date"
      
	
      means
      as provided in Clause 13.2.4(iii);

	 	 
	
      "Substitution
      Notice"
      
	
      means
      a written notice from PPF to the CME Parties that PPF wishes to replace
      any Security with Substitute Security;

	 	 
	
      "Tangible
      Net Worth"
	
      means
      the sum of all paid up shareholder cash contributions to the share capital
      account of the relevant person (or any other capital account of the
      relevant person ascribed for such purposes) and any accumulated retained
      earnings less any accumulated retained losses and intangible assets
      including, but not limited to goodwill;

	 	 
	
      "Target
      Working Capital"
	
      means
      the normalized working capital of the TV Nova Group as
      determined by using categories in respect of those entities of the TV Nova
      Group and such amounts designated as normalized as set forth in
      Annex
      3
      hereto;

	 	 
	
      "Tax"
      or "Taxes"
	
      means
      any or all taxes, however denominated, including any interest, fines or
      penalties payable in respect thereof, imposed by any governmental
      authority or agency in any jurisdiction, which taxes shall include,
      without limiting the generality of the foregoing, all income or profits
      taxes, payroll and employee withholding taxes, social and health insurance
      contributions, sales and use taxes, value added taxes, excise taxes,
      franchise taxes, business license taxes, occupation taxes, real and
      personal property taxes, stamp taxes, environmental taxes, withholding
      taxes, securing taxes, transfer taxes and other governmental charges or
      obligations of the same or of a similar nature to any of the foregoing
      which are required to be paid, withheld or collected, and shall
      specifically include any Tax receivables recorded in the Working Capital
      Certificate;

	 	 
	
      "Tax
      Authority"
	
      means
      any person, organization or body entitled to enforce or collect
      Tax;

	 	 
	
      "Tax
      Laws"
	
      means
      laws, decrees, ordinances, orders, regulations, instructions and other
      normative acts made in accordance with such respective laws, as well as
      court decisions or arbitral awards by which any relevant person, including
      a Tax Authority, is bound, in respect of Taxes;

	 	 
	
      "Television
      Business"
	
      means
      any
      business that is similar to the TV Nova Business or the principal aspects
      thereof, including the purchase or sale of television advertising, the
      purchase or sale of programming and related rights, the production or
      distribution of television programming, broadcasting of television
      programs by any platform (including without limitation, terrestrial
      broadcast, digital terrestrial television, cablecast, DSL or other
      telephony network-based delivery systems, satellite and pay-per-view), and
      the promotion or management of talent and related rights;


























 


	
      "Third
      Party Claim"
	
      means
      any Claim against any Protected Party by any person other than a Party to
      this Agreement;

	 	 
	
      "Total
      Assets"
	
      means
      the total assets as recorded on the consolidated balance sheet of the PPF
      Group Guarantor, from time to time;

	 	 
	
      "Total
      Cash Consideration"
	
      means
      the amount equal to the Purchase Price minus (1) the Subscription Price
      and
      minus (2) the amount of the Fourth Installment;

	 	 
	
      "Transaction
      Documents"
	
      means
      this Agreement, the Transfer Agreements, the Subscription Agreement, the
      Registration Rights Agreement, the TV Nova Group Agreement, the Guarantee,
      the Amended Newco Memorandum of Association, the Amended Oldco Memorandum
      of Association, the Oldco Promissory Note(s), the Oldco Promissory Note
      Assignment Agreement(s), the CME Loan Note(s), the PPF Promissory Note,
      the CME Loan Agreement, the PPF Loan Agreement, the Programming Library
      Transfer Agreement, the Smejc Agreement, and the PPF Group
      Guarantee;

	 	 
	
      "Transaction
      Memorandum"
	
      means
      the detailed description of the steps required to give effect to the
      acquisition of the TV Nova Group by CME ME as contemplated herein, as
      delivered by CME ME to PPF on the Execution Date;

	 	 
	
      "Transfer
      Agreements"
	
      means
      (i) the Agreement on Transfer of Ownership Interest in Vilja between Newco
      and TVNH, (ii) the Agreement on Transfer of Ownership Interest in CP 2000
      between Oldco and PPF, (iii) the Agreement on Transfer of Ownership
      Interest in Newco between CME ME and PPF, and (iv) the Agreement on
      Transfer of Ownership Interest in Oldco between CME ME and PPF to
      be entered into on or before the Closing Date, referred to in Clause
      2.1
      and as described in the Transaction Memorandum, each substantially in the
      appropriate form set out in Annex
      4 or
      Annex
      5
      hereto;

	 	 
	
      "TV
      Global"
	
      means
      TV Global a.s., a joint stock company organized and existing in accordance
      with the laws of the Slovak Republic, registered in the Commercial
      Register of the District Court in Kosice, file number 1118/V,
      identification number 36197009, with its seat at Geresakova 10,
      Kosice;


























 


	
      "TV
      JOJ"
	
      means
      the Slovak television broadcasting business operated under such name
      pursuant to license T/39 issued on July 27, 1995 by the Council of the
      Slovak Republic for Broadcasting and Re-transmission, and all programming
      and service business related to such broadcasting
  business;

	 	 
	
      "TVNH"
	
      means
      as specified in Recital (E);

	 	 
	
      "TV
      Nova"
	
      means
      the Czech television broadcasting station operated by CET 21 under the TV
      Nova License;

	 	 
	
      "TV
      Nova Business"
	
      means
      as specified in Recital (M);

	 	 
	
      "TV
      Nova Combined Accounts"
	
      means
      the audited Combined Accounts of the TV Nova Group (or if not for the
      entire TV Nova Group for those entities in the TV Nova Group specified
      herein) for the relevant period referred to herein, prepared in accordance
      with IFRS consistently applied;

	 	 
	
      "TV
      Nova Group"
	
      means
      Vilja, CET 21, Plejada, CP 2000, MAG MEDIA, Nova Consulting, Media
      Capitol, ERIKA and the Programming Library;

	 	 
	
      "TV
      Nova Group Agreement"
	
      means
      the TV Nova Group Agreement among CME ME, PPF, Newco and Oldco, to be
      entered into on or before the Closing Commencement Date in the form set
      out in Annex
      8
      hereto;

	 	 
	
      "TV
      Nova License"
	
      means
      as specified in Recital (B);

	 	 
	
      "TV
      Nova Value"
	
      means
      as specified in Clause 3.2;

	 	 
	
      "US
      Dollars"
      or "US$"
	
      means
      the official currency for the time being of the United States of
      America;

	 	 
	
      "US
      GAAP"
	
      means
      the financial reporting standards promulgated from time to time by the
      Financial Accounting Standards Board; 

	 	 
	
      "Vilja"
	
      means
      as specified in Recital (C);

	 	 
	
      "Warranty"
	
      means
      each statement set out in Clauses 4.1 to
      4.7
      (inclusive), and each statement identified as a warranty in any other
      Transaction Document; and

	 	 
	
      "Zelezny"
	
      means
      Vladimir Zelezny (born 1945).












 


	
      1.2
	
      Interpretation








 

In
construing this Agreement, unless otherwise specified:

 




	 	
      1.2.1
	
      references
      to Clauses and Annexes are to clauses of, and annexes to, this
      Agreement;




























	 	
      1.2.2
	
      references
      to a "person" shall be construed so as to include any physical or legal
      person, firm, company or other body corporate, government, state or agency
      of a state, local or municipal authority or government body or any joint
      venture, association or partnership (whether or not having separate legal
      personality);



	 	 	 






	 	
      1.2.3
	
      reference
      to an "affiliate" of any person shall mean any "subsidiary" of that person
      or a "holding company" of that person or any other subsidiary of that
      holding company, as "subsidiary" and "holding company" are defined in
      Section 736 of the Companies Act 1985, provided that notwithstanding such
      definition, each member of the PPF Group shall be deemed an affiliate of
      PPF for purposes of the Transaction
Documents;








	 	
      1.2.4
	
      a
      reference to any law, regulation, statute or statutory provision shall be
      construed as a reference to the same as it may have been, or may from time
      to time be, amended, modified or re-enacted;



	 	 	 






	 	
      1.2.5
	
      any
      reference to a "day" (including within the phrase "Business Day") shall
      mean a period of 24 hours running from midnight to midnight (except for
      the days of time change lasting 25 or 23 hours which days shall be 25 or
      23 hours respectively);



	 	 	 






	 	
      1.2.6
	
      references
      to time are to Central European Time;



	 	 	 






	 	
      1.2.7
	
      a
      reference to any other document referred to in this Agreement is a
      reference to that other document as amended, varied, novated or
      supplemented (other than in breach of the provisions of this Agreement) at
      any time;



	 	 	 






	 	
      1.2.8
	
      headings,
      recitals and titles are for convenience only and do not affect the
      interpretation of this Agreement;



	 	 	 






	 	
      1.2.9
	
      general
      words shall not be given a restrictive meaning by reason of the fact that
      they are followed by particular examples intended to be embraced by the
      general words;



	 	 	 






	 	
      1.2.10
	
      references
      to a "Party", or the "Parties" shall be construed as to include and each
      of its permitted successors and permitted
assignees;








	 	
      1.2.11
	
      "control"
      means the power to direct the management and policies of the entity
      whether through the ownership of share capital, by contract or
      otherwise;








	 	
      1.2.12
	
      "acting
      in concert" means acting together pursuant to an agreement or
      understanding (whether formal or informal) or to be deemed to be acting in
      concert under applicable law;








	 	
      1.2.13
	
      "related
      person" means, in respect of a legal person, an affiliate and in respect
      of a physical person, any member of such individual's immediate family;
      any person related by marriage to such individual or his immediate family
      as well as members of their immediate
families;




























	 	
      1.2.14
	
      the
      exchange rate to be used when calculating any amount in CZK which is based
      on US$ (or the reverse) shall be determined based on the CZK/US$ exchange
      rate derived from the European Central Bank rates for €/CZK and €/US$
      fixed at 14:15 each Business Day and published on page ECB37 by Reuters
      and ECB3 by Bloomberg on the relevant date for such determination, unless
      another exchange rate or date is specified in a particular provision of
      this Agreement or any other Transaction
Document;








	 	
      1.2.15
	
      except
      as set forth to the contrary in a specific Warranty or other provision of
      this Agreement or any other Transaction Document or in reference to a
      Material Adverse Effect, the term "material" shall be interpreted to
      include any asset, liability, claim, contingency or action (or series of
      related items) with a value of US$ 400,000 or more;
and








	 	
      1.2.16
	
      a
      liability, claim or fact shall be considered "disclosed" if information
      about such liability, claim or fact was (i) disclosed to the CME Parties
      by placing documentation of such item in the data room prior to the
      Execution Date and including it on the Data Room Index or the Additional
      Disclosed Documents Data Room Index, (ii) disclosed to the CME Parties in
      writing by any member of the PPF Group prior to the Execution Date, or
      (iii) disclosed by PPF in the Disclosure Letter or otherwise in writing to
      the CME Parties on or after the Execution Date, but prior to the Closing
      Commencement
      Date.









 


	
      1.3
	
      Annexes







 

The
annexes form an integral part of this Agreement and any reference to this
Agreement shall include the annexes.

 




	
      1.4
	
      Completion
      of Transaction Documents and Other Annexes








	 	
      1.4.1
	
      The
      Parties have agreed on the form and substance of certain other Transaction
      Documents (other than this Agreement), as specified in the relevant Annex
      attached to this Agreement as of the Execution
Date.








	 	
      1.4.2
	
      The
      Parties shall negotiate in good faith and agree on any changes to the
      forms of such other Transaction Documents that they agree may be
      appropriate taking into account any changes to the final transaction
      structure.








	 	
      1.4.3
	
      As
      and when any amendment to any other Transaction Document is agreed as to
      form and substance, the Parties will amend this Agreement by replacing the
      original Annex with the agreed amended form of Transaction
      Document.









 


	 	
      1.4.4
	
      The
      Parties have agreed that promptly following the Execution Date, PPF shall
      procure that CET 21 shall negotiate and finalize the Programming Library
      Transfer Agreement with AQS (which shall be based on the principles
      outlined in Annex
      1,
      but in final form and substance satisfactory to CME ME and PPF) for
      purposes of transferring the Programming Library to CET 21. The Parties
      understanding of the contents of the Programming Library as of the
      Execution Date are specified in document number 2a in the Additional
      Disclosed Documents Index No. 34. On or prior to the Closing Commencement
      Date, the contents of the Programming Library and the transfer thereof to
      CET 21 shall be agreed, as set out in this Clause, and PPF shall procure
      that CET 21 and AQS enter into the Programming Library Transfer Agreement
      and cause the Programming Library to be transferred to CET 21 as
      contemplated therein on or before
Closing.





 
























	 	
      1.4.5
	
      This
      Agreement, once signed, is intended by the Parties to form, together with
      the other Transaction Documents, a legally binding agreement for the sale
      of 85% of the TV Nova Group, subject to the provisions of this Agreement
      and specifically to Clause 6. Neither Party shall argue or attempt to
      argue that this Agreement is not legally binding on it as a result of
      being an "agreement to agree".




 


	
      2
	
      Sale
      and Purchase of the TV Nova Group




 

Subject
to the terms and conditions herein, including satisfaction of the conditions set
forth in Clause 6.1, CME ME
shall purchase and PPF shall sell to CME ME 85% of the TV Nova Group, as
provided in this Clause 2.

 


	
      2.1
	
      Outline
      of Transaction Structure
      and Steps




 


	 	
      2.1.1
	
      CME
      ME and PPF shall cause the acquisition of the TV Nova Group to occur in
      accordance with the steps set forth herein and in the Transaction
      Memorandum. 




 


	 	
      2.1.2
	
      CME
      ME shall form Newco, with a cash capitalization in an amount not less than
      the purchase price in the Vilja Transfer
Agreement.




 


	 	
      2.1.3
	
      Newco
      shall purchase 100% of the Vilja Ownership Interest from TVNH for cash
      pursuant to the Vilja Transfer Agreement. At such time, the Amended Newco
      Memorandum of Association shall be adopted.




 


	 	
      2.1.4
	
      Oldco,
      a wholly-owned subsidiary of CME ME, shall purchase 100% of the CP 2000
      Ownership Interest from PPF for consideration represented by Oldco
      Promissory Notes having an aggregate face value equal to the purchase
      price specified in the CP 2000 Transfer Agreement. At
      such time, the Amended Oldco Memorandum of Association shall be
      adopted.




 


	 	
      2.1.5
	
      CME
      ME shall acquire Oldco Promissory Notes in exchange for cash, the CME Loan
      Note and such other consideration in the amount and of the type set forth
      in the Oldco Promissory Note Assignment
Agreement.




 


	 	
      2.1.6
	
      CME
      ME shall transfer a 15% Newco Ownership Interest to PPF in exchange for a
      PPF Promissory Note.




 






















	 	
      2.1.7
	
      CME
      ME shall cancel the PPF Promissory Note in consideration of PPF canceling
      Oldco Promissory Notes with an aggregate face value equal to the PPF
      Promissory Note.




 


	 	
      2.1.8
	
      CME
      ME shall transfer a 15% Oldco Ownership Interest to PPF in exchange for
      cash and other consideration corresponding to the nominal value of a 15%
      Oldco Ownership Interest.




 


	 	
      2.1.9
	
      PPF
      shall cause the Designated Shareholder(s) to exchange the CME Loan Note
      for the CME Consideration Shares, and CME Ltd shall issue the CME
      Consideration Shares to the Designated Shareholder(s), at the Subscription
      Price pursuant to the Subscription Agreement and subject to the
      Registration Rights Agreement.




 


	 	
      2.1.10
	
      Following
      all such transfers and transactions detailed in Clauses 2.1.1 to
      2.1.9,
      PPF shall convert its remaining Oldco Promissory Notes, into a loan to
      Oldco, pursuant to the PPF Loan Agreement, and CME ME shall convert its
      remaining Oldco Promissory Notes, into a loan to Oldco, pursuant to the
      CME Loan Agreement.




 


	
      2.2
	
      Effect
      on Purchase Price




 

Notwithstanding
the structure outline and any financial terms specified in Clause 2.1, the CME
Parties shall not be obligated to pay any amount for the purchase of 85% of the
TV Nova Group other than as set forth in Clause 3.1.

 


	
      3
	
      Consideration




 


	
      3.1
	
      Purchase
      Price




 


	 	
      3.1.1
	
      The
      total consideration (the "Purchase
      Price")
      for the sale of 85% of the TV Nova Group shall be US$ 670,000,000,
      adjusted as provided in Clause 3.5.




 


	 	
      3.1.2
	
      The
      Purchase Price shall be paid in the form of the CME Consideration Shares
      and the Total Cash Consideration.




 


	 	
      3.1.3
	
      The
      Total Cash Consideration shall be paid in
US$.




 


	 	
      3.1.4
	
      The
      Purchase Price shall be payable as set out
below:




 


	 	
      (i)
	
      Subject
      to Closing, in the course of completion of such transfers and transactions
      as are detailed in Clauses 2.1.1 to
      2.1.9,
      CME Ltd shall cause the CME Consideration Shares to be issued and
      delivered to the Designated Shareholders;




 


	 	
      (ii)
	
      Subject
      to Closing, in the course of completion of such transfers and transactions
      as are detailed in Clauses 2.1.1 to
      2.1.9,
      CME ME shall pay or procure the irrevocable payment of the Estimated Total
      Cash Consideration;




 


	 	
      (iii)
	
      Subject
      to Closing, in the course of completion of such transfers and transactions
      as are detailed in Clauses 2.1.1 to
      2.1.9,
      the Fourth Installment shall be deemed paid in full;
and




 






















	 	
      (iv)
	
      Following
      the preparation of the Closing Audit Report, any adjustments to the Total
      Cash Consideration shall be paid in accordance with Clause 3.5.




 


	
      3.2
	
      TV
      Nova Value




 


	 	
      3.2.1
	
      The
      Parties' agreed valuation of 100% of the TV Nova Group will be determined
      as of the Closing Commencement Date, and shall be the sum of (1) the
      amount of US$ 833,333,333 minus (2) the amount of Closing Indebtedness of
      the TV Nova Group, plus (3) the amount of the Closing CNTS Settlement
      Amount, plus or minus (4) an amount equal to (whether positive or
      negative) the difference between the Actual Working Capital and the Target
      Working Capital (in the aggregate, the "TV
      Nova Value").




 


	 	
      3.2.2
	
      The
      Indebtedness of the TV Nova Group shall be estimated as at the Closing
      Commencement Date as set out in the Closing Management Report (based on
      Czech accounting standards), and finally determined as at the Closing
      Commencement Date in the Closing Audit Report (the "Closing
      Indebtedness"),
      which for the avoidance of doubt shall not include contingent liabilities
      as of the Closing Commencement Date (the "Closing
      Indebtedness").







 


	 	
      3.2.3
	
      The
      unpaid amount of the CNTS Settlement shall be estimated as at the Closing
      Commencement Date as set out in the Closing Management Report, and finally
      determined as at the Closing Commencement Date in the Closing Audit Report
      (the "Closing
      CNTS Settlement Amount").





 


	 	
      3.2.4
	
      The
      Actual Working Capital shall be estimated as at the Closing Commencement
      Date as set out in the Closing Management Report, and finally determined
      as at the Closing Commencement Date in the Closing Audit
      Report.




 


	 	
      3.2.5
	
      In
      making the determination of Closing Indebtedness and Actual Working
      Capital, no liability amount included in the Actual Working Capital shall
      be counted also as an amount of Closing
Indebtedness.




 


	
      3.3
	
      Closing
      Audit Report




 


	 	
      3.3.1
	
      As
      soon as reasonably practicable after the Closing, CME ME and PPF shall
      cause the Auditors to prepare the Closing Audit Report, including an
      audited Combined Balance Sheet of CET 21, CP 2000 and MAG MEDIA in
      accordance with IFRS as of the Closing Date, and the unqualified opinion
      of the Auditors thereon.




 


	 	
      3.3.2
	
      The
      cost of the preparation of the Closing Audit Report shall be borne by the
      audited companies.




 


	
      3.4
	
      Determination
      of Closing Indebtedness, Closing CNTS Settlement Amount and Actual Working
      Capital




 






















	 	
      3.4.1
	
      As
      soon as practicable and no later than 10 Business Days after the delivery
      of the Closing Audit Report, PPF shall certify the Closing Indebtedness,
      the Closing CNTS Settlement Amount and the Actual Working Capital in
      writing to CME ME, based on the Closing Audit Report, and deliver to CME
      ME the working papers for such determinations (the "Closing
      Certificate").




 


	 	
      3.4.2
	
      CME
      ME will have 30 Business Days from receipt to review the Closing
      Certificate (the "Review
      Period").
      If CME ME asserts that any item or amount shown or reflected on the
      Closing Certificate is not correct, CME ME may, on or prior to the last
      day of the Review Period, deliver a notice to PPF setting forth, in
      reasonable detail, the basis for its disagreement together with supporting
      calculations (the "Dispute
      Notice").
      If no Dispute Notice is received by PPF on or prior to the last day of the
      Review Period, the Closing Certificate shall be deemed accepted by the
      Parties and the Closing Indebtedness, the Closing CNTS Settlement Amount
      and the Actual Working Capital shall be the amounts set forth
      therein.




 


	 	
      3.4.3
	
      Within
      5 Business Days after delivery of the Dispute Notice, if CME ME and PPF
      shall be unable, despite their reasonable efforts, to resolve the dispute
      set forth in the Dispute Notice, CME ME and PPF shall jointly retain Ernst
      & Young as independent public accountants (the "Independent
      Accountant").
      CME ME and PPF shall make available to the Independent Accountant all
      relevant documentation, as soon as reasonably practical. The Independent
      Accountant shall review the Closing Certificate and the Dispute Notice,
      and shall, as promptly as practicable, and in no event later than 45 days
      following the date of their engagement, deliver to CME ME and PPF a report
      (the "Adjustment
      Report")
      setting forth in reasonable detail, their determination with respect to
      all of the disputed items or amounts specified in the Dispute Notice, and
      the revisions, if any, to be made to the Closing Certificate and the
      amount of Closing Indebtedness, Closing CNTS Settlement Amount and Actual
      Working Capital, as relevant, to reflect such determination, together with
      supporting calculations. The Independent Accountant, if appointed, shall
      act as an expert and not as an arbitrator, and its decisions on matters
      which shall be referred to it shall be, absent manifest error, final and
      binding upon CME ME and PPF. CME ME shall pay the fees and expenses of the
      Independent Accountant incurred in preparing and delivering such
      Adjustment Report, unless the Independent Accountant determines that
      revisions are to be made to the amounts set forth in the Closing
      Certificate that would vary the amount presented in the Closing
      Certificate by 3% or more, in which case the PPF shall pay the fees and
      expenses of the Independent Accountant incurred in preparing and
      delivering such Adjustment Report.




 


	
      3.5
	
      Adjustments
      to the Purchase Price




 


	 	
      3.5.1
	
      PPF
      shall deliver the Closing Management Report to CME ME on the Closing
      Commencement Date, which will include a draft of the Closing Certificate,
      including its estimate of the Closing Indebtedness and the Closing CNTS
      Settlement Amount, supported by appropriate working papers, and CME ME
      shall adjust the Total Cash Consideration to be paid at Closing by (i)
      reducing the Total Cash Consideration by an amount equal to 75% of the
      estimated Closing Indebtedness and (ii) increasing the Total Cash
      Consideration by an amount equal to 75% of the estimated Closing CNTS
      Settlement Amount.




 























 


	 	
      3.5.2
	
      CME
      ME or PPF, as the case may be, shall within 10 Business Days following the
      later of (1) the expiration of the Review Period, if no Dispute Notice
      shall have been delivered as provided in Clause 3.4.2,
      or (2) if a Dispute Notice shall have been delivered as provided in Clause
      3.4.2,
      the delivery of the Adjustment Report, and in compliance with the
      Adjustment Report, make the relevant payments to the other Party as set
      forth below as adjustments to the Purchase
Price.





 


	 	
      (i)
	
      PPF
      shall pay to CME ME an amount equal to 75% of the amount by which the
      Closing Indebtedness exceeds the estimated Closing
      Indebtedness.




 


	 	
      (ii)
	
      CME
      ME shall pay to PPF an amount equal to 75% of the amount by which the
      Closing Indebtedness is less than the estimated Closing
      Indebtedness.




 


	 	
      (iii)
	
      CME
      ME shall pay to PPF an amount equal to 75% of the amount by which the
      Closing CNTS Settlement Amount exceeds the estimated Closing CNTS
      Settlement Amount.




 


	 	
      (iv)
	
      PPF
      shall pay to CME ME an amount equal to 75% of the amount by which the
      Closing CNTS Settlement Amount is less than the estimated Closing CNTS
      Settlement Amount.




 


	 	
      (v)
	
      If
      the Actual Working Capital exceeds the Target Working Capital, CME ME
      shall pay to PPF an amount equal to 75% of the
excess.




 


	 	
      (vi)
	
      If
      the Actual Working Capital is less than the Target Working Capital, PPF
      shall pay to CME ME an amount equal to 75% of the
    deficiency.




 


	 	
      3.5.3
	
      The
      Parties shall cooperate in respect of such payments so that to the extent
      possible one net payment shall be made by the relevant
    Party.




 


	
      3.6
	
      Cash
      Payments




 


	 	
      3.6.1
	
      All
      cash payments shall be made in immediately available funds to the account
      of the relevant Party specified as provided below. The paying Party shall
      promptly provide the receiving Party with all necessary information to
      confirm that such payment has been made.




 


	 	
      3.6.2
	
      Each
      of PPF and the CME Parties shall provide to the other the bank account
      details for payments in US$ and CZK. This information shall be provided in
      writing not later than 30 days after the Execution
Date.




 






















	
      4
	
      Warranties













	
      4.1
	
      Mutual
      Warranties




 

Each of
the CME Parties, on the one hand, and PPF, on the other, warrants to the other
as at the Execution Date that each of the statements set forth below is true,
accurate and not misleading as at that date:

 


	 	
      4.1.1
	
      It
      is duly organized, validly existing and in good standing (if applicable)
      under the laws of the jurisdiction of incorporation. It has all necessary
      power and authority to carry on its business as currently conducted and as
      currently contemplated to be conducted. It has the necessary power and
      authority to execute, deliver and perform this Agreement and to consummate
      or to cause to be consummated the transactions contemplated hereby to
      which it or one of its affiliates is or may be a
party.




 


	 	
      4.1.2
	
      The
      execution, delivery and performance of this Agreement has been duly and
      validly authorized by all necessary corporate action. This Agreement has
      been duly executed and delivered by it and constitutes the legally valid
      and binding obligation of it, enforceable against it in accordance with
      its terms except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws and
      equitable principles relating to or limiting creditors' rights
      generally.




 


	 	
      4.1.3
	
      The
      execution, delivery and performance of this Agreement and the other
      Transaction Documents to
      which it or one of its affiliates is or may be a party
      and the consummation by it or its affiliates, respectively, of the
      transactions contemplated hereby:




 


	 	
      (i)
	
      will
      not breach any applicable provision of law, regulation, order or judgment
      applicable to such Party or its affiliates or any provision of its or
      their constitutive documents;




 


	 	
      (ii)
	
      will
      not require any consent of any governmental or regulatory authority under
      any provision of law other than a Media Council Consent (as specifically
      provided herein) and the Antimonopoly Approval;
and




 


	 	
      (iii)
	
      will
      not result in the breach of or default under any obligation or agreement
      to which it or its affiliates is a party or by which it or its affiliates
      is bound, or by which any of its or their material assets is
      affected.




 


	 	
      4.1.4
	
      Other
      than as contemplated by this Agreement, no consents, approvals,
      registrations, authorizations or permits are required to be obtained by it
      or any of its affiliates in connection with the execution or performance
      of this Agreement or any Transaction Document to which it or any of its
      affiliates is or may be a party, the failure to make or obtain any of
      which would (a) prevent or delay performance of this Agreement or any of
      the transactions contemplated in the Transaction Documents or (b) subject
      it or any of its affiliates to any material
liability.





 





















	
      4.2
	
      Additional
      Warranties by CME Ltd




 

CME Ltd
warrants to PPF as at the Execution Date that each of the statements set forth
below is true, accurate and not misleading as at that date:

 


	 	
      4.2.1
	
      CME
      Ltd owns 100% of Central European Media Enterprises N.V., a company
      organized under the laws of the Netherlands
Antilles.




 


	 	
      4.2.2
	
      Central
      European Media Enterprises N.V. owns 100% of CME
ME.




 


	 	
      4.2.3
	
      The
      class A common stock of CME Ltd is currently listed on The Nasdaq National
      Market.




 


	
      4.3
	
      Additional
      Warranties by PPF




 

PPF
warrants to each of the CME Parties as at the Execution Date that each of the
statements set forth below is true, accurate and not misleading as at that
date:

 


	 	
      4.3.1
	
      PPF
      has the exclusive and unrestricted right, save for the requisite corporate
      approvals set forth in Clause 7.2,
      to sell the TV Nova Group to CME ME on the terms set out in this
      Agreement.




 


	 	
      4.3.2
	
      PPF's
      ownership interest in the TV Nova Group and each element thereof is free
      from all pre-emption rights, rights of first refusal and other rights
      exercisable by third parties, except as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter.




 


	 	
      4.3.3
	
      There
      are no arrangements or agreements between any of the PPF Group and the
      government of the Czech Republic with respect to TV Nova, CET 21 or the TV
      Nova License.




 


	 	
      4.3.4
	
      There
      are no arrangements or agreements by or with any of the PPF Group to sell
      the TV Nova Group or any material part or material assets
      thereof.




 


	 	
      4.3.5
	
      Except
      for the TV JOJ Ownership Interests and Kratky film Praha a.s. interest
      disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      no member of the PPF Group has any other direct or indirect ownership
      interest or participation rights in any Television Business in the Czech
      Republic or elsewhere other than its ownership interests in the TV Nova
      Group.




 


	 	
      4.3.6
	
      The
      Original TV Nova Combined Accounts were prepared in accordance with IFRS
      consistently applied and fairly represent the financial condition and
      results of operations and cash flows of the TV Nova Business as at 31
      December 2003.




 


	 	
      4.3.7
	
      Since
      the date of the Original TV Nova Combined Accounts, no event or
      circumstance has occurred that would constitute a Material Adverse Effect
      with respect to the TV Nova Business, and no event exists or has occurred
      that will or is likely to give rise to any such Material Adverse
      Effect.





 





















	 	
      4.3.8
	
      From
      September 5, 2003, until the Execution Date, PPF and its affiliates have
      received 100% (save for immaterial amounts) of the cash flow distributed
      as profit from the TV Nova Business.




 


	 	
      4.3.9
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      neither PPF nor any member of the PPF Group is aware of any fact or
      circumstance that would materially modify the proportion of any
      distributable cash flow to be received from the TV Nova Business after
      Closing.




 


	 	
      4.3.10
	
      Full
      and complete copies (subject only to deletion of schedules or annexes
      thereto that PPF has determined are not relevant to the TV Nova Business
      as of the Execution Date and that would not be of material interest or
      value to CME ME in due diligence) of the documents listed on the Data Room
      Index and the Additional Disclosed Documents Index attached as annexes to
      the Disclosure Letter, have been or are provided in the data rooms
      established by PPF in (i) 12 St. James' Square, London, (ii) CityPoint,
      One Ropemaker Street, London, (iii) Na Strzi 40, Prague 4, (iv)
      Krizeneckeho nam. 322/5, Prague, (v) Krizeneckeho nam. 1078/5, Prague, and
      (vi) the Law Offices of Brzobohaty, Broz and Honsa, Prague, or in certain
      instances delivered to CME ME's legal advisors in Prague. The documents
      listed on the Data Room Index and the Additional Disclosed Documents Index
      and provided in the data rooms are all documents existing within each of
      the categories of documents identified in such indices, subject to the
      disclosure thresholds set forth in such
indices.




 


	 	
      4.3.11
	
      Neither
      this Agreement nor any of the Transaction Documents contains any untrue
      statement of a material fact or omits to state a material fact necessary
      to make the statements contained herein or therein, in light of the
      circumstances in which they are made, not misleading; provided, however,
      that this Warranty by PPF excludes any Warranty given by either of the CME
      Parties.




 


	 	
      4.3.12
	
      No
      schedule, annex, statement, document, certificate or other information (to
      the extent that such documents or information relate to the period of time
      during which PPF owned any Ownership Interest in the TV Nova Business)
      furnished to either CME Party (i) by or on behalf of the PPF Group, (ii)
      by any of the senior management of the TV NOVA Group (as such senior
      management are designated in the 2003 Annual Report of PPF published on
      its website www.ppf.cz),
      or (iii) to the best of PPF's knowledge and belief, by the Auditors, in
      connection with this Agreement or any of the transactions contemplated
      hereby, contains any untrue statement of a material fact or omits to state
      a material fact necessary to make the statements contained herein or
      therein, in light of the circumstances in which they are made, not
      misleading.




 


	 	
      4.3.13
	
      To
      the best of PPF's knowledge and belief, no schedule, annex, statement,
      document, certificate or other information (to the extent that such
      information relates to the period of time during which PPF had no
      Ownership Interest in the TV Nova Business) furnished to either CME Party
      (i) by or on behalf of the PPF Group or (ii) by any of the senior
      management of the TV NOVA Group (as such senior management are designated
      in the 2003 Annual Report of PPF published on its website www.ppf.cz),
      in connection with this Agreement or any of the transactions contemplated
      hereby, contains any untrue statement of a material fact or omits to state
      a material fact necessary to make the statements contained herein or
      therein, in light of the circumstances in which they are made, not
      misleading.




 






















	 	
      4.3.14
	
      The
      reported total operating revenues in the Combined Accounts of CET 21, CP
      2000 and MAG MEDIA, prepared in accordance with Czech accounting
      standards, for the first 10 months of 2004 are not less than CZK
      4,035,670,000, profit from operations (EBIT) for the same period was not
      less than CZK 1,954,169,000, and profit before tax for the same period was
      not less than CZK 1,793,418,000. The values for profit from operations and
      profit before tax each were affected by the release of provisions in the
      amount of CZK 211,357,000.




 


	 	
      4.3.15
	
      The
      Total Assets of the PPF Group Guarantor as of December 31, 2003 were not
      less than CZK 170 billion and the Shareholders Equity of the PPF Group
      Guarantor as of December 31, 2003 was not less than CZK 9 billion, and
      since that date no event or circumstance has occurred that would render
      the PPF Group Guarantor unable to perform its obligations under the PPF
      Group Guarantee, and no event exists to the knowledge of PPF that will or
      is likely to render the PPF Group Guarantor unable to perform its
      obligations under the PPF Group Guarantee.




 


	
      4.4
	
      Warranties
      by PPF Relating to the Ownership Interests and the Programming
      Library




 

PPF
warrants to each of the CME Parties as at the Execution Date that each of the
statements set forth below is true, accurate and not misleading as at that
date:

 


	 	
      4.4.1
	
      The
      CP 2000 Ownership Interest owned by PPF is equal to 100%, and represents
      the portion of the votes in the General Meeting equal to
    100%.




 


	 	
      4.4.2
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      PPF's CP 2000 Ownership Interest is free from all liens, charges,
      equities, encumbrances, pre-emption rights, rights of first refusal and
      other rights exercisable by third parties.




 


	 	
      4.4.3
	
      The
      MAG MEDIA Ownership Interest owned by CP 2000 is equal to 100%, and
      represents the portion of the votes in the General Meeting equal to 100%,
      and such Ownership Interest is free from all liens, charges, equities,
      encumbrances, pre-emption rights, rights of first refusal and other rights
      exercisable by third parties.




 






















	 	
      4.4.4
	
      The
      Nova Consulting Ownership Interest owned by CP 2000 is equal to 100%, and
      represents the portion of the votes in the General Meeting equal to 100%,
      and such Ownership Interest is free from all liens, charges, equities,
      encumbrances, pre-emption rights, rights of first refusal and other rights
      exercisable by third parties.




 


	 	
      4.4.5
	
      The
      CPI Ownership Interest owned by CP 2000 is equal to 100%, and represents
      the portion of the votes in the General Meeting equal to 100%, and such
      Ownership Interest is free from all liens, charges, equities,
      encumbrances, pre-emption rights, rights of first refusal and other rights
      exercisable by third parties.




 


	 	
      4.4.6
	
      The
      Media Capitol Ownership Interest owned by CPI is equal to 100%, and
      represents the portion of the votes in the General Meeting equal to 100%,
      and such Ownership Interest is free from all liens, charges, equities,
      encumbrances, pre-emption rights, rights of first refusal and other rights
      exercisable by third parties.




 


	 	
      4.4.7
	
      The
      ERIKA Ownership Interest owned by CPI is equal to 100%, and represents the
      portion of the votes in the General Meeting equal to 100%, and such
      Ownership Interest is free from all liens, charges, equities,
      encumbrances, pre-emption rights, rights of first refusal and other rights
      exercisable by third parties.




 


	 	
      4.4.8
	
      The
      MEF Media Ownership Interest owned by PPF is equal to or greater than
      66.67%, and represents the portion of the votes in the General Meeting
      equal to or greater than 66.67%, and the PPF Media Ownership Interest
      owned by PPF is equal to or greater than 66.67%, and represents the
      portion of the votes in the General Meeting equal to or greater than
      66.67%, and in each case such Ownership Interest is free from all liens,
      charges, equities, encumbrances, pre-emption rights, rights of first
      refusal and other rights exercisable by third parties, and in each case is
      sufficient for PPF to be able to cause MEF Media and PPF Media to cause
      TVNH to transfer its Vilja Ownership Interest to Newco as provided
      herein.




 


	 	
      4.4.9
	
      The
      aggregate TVNH Ownership Interest owned by MEF Media and PPF Media and is
      equal to 100%, and collectively represents 100% of the votes in the
      General Meeting, and such Ownership Interests are free from all liens,
      charges, equities, encumbrances, pre-emption rights, rights of first
      refusal and other rights exercisable by third
parties.




 


	 	
      4.4.10
	
      TVNH
      owns the Vilja Ownership Interest which is equal to 100% and represents
      the portion of the votes in the General Meeting of Vilja equal to 100%,
      and such Ownership Interest is free from all liens, charges, equities,
      encumbrances, pre-emption rights, rights of first refusal and other rights
      exercisable by third parties.




 


	 	
      4.4.11
	
      Vilja
      owns the CET 21 Ownership Interest which is equal to 52.075% and
      represents the portion of the votes in the General Meeting of CET 21 equal
      to at least 52.075%, and except as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      such Ownership Interest is free from all liens, charges, equities,
      encumbrances, pre-emption rights, rights of first refusal and other rights
      exercisable by third parties. Vilja's CET 21 Ownership Interest has been
      properly notified to CET 21.




 






















	 	
      4.4.12
	
      CET
      21 owns 100% of the Plejada Ownership Interest, which represent the
      portion of the votes in the General Meeting of Plejada equal to 100%, free
      from all liens, charges, equities, encumbrances, pre-emption rights,
      rights of first refusal and other rights exercisable by third parties,
      other than those arising as a result of Plejada's liquidation
      proceedings.




 


	 	
      4.4.13
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      PPF has agreed to acquire a 1.25% Ownership Interest in CET 21 from CEDC,
      conditional on Media Council Consent, pursuant to an Agreement on Transfer
      of Ownership Interest between PPF and CEDC dated October 23, 2003. PPF has
      made a full and complete application to the Media Council for approval of
      the transfer of this 1.25% CET 21 Ownership
Interest.




 


	 	
      4.4.14
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      Vilja has agreed to acquire a 1.25% Ownership Interest in CET 21 from CS,
      conditional on Media Council Consent, pursuant to an Agreement on transfer
      of Ownership Interest between CS and Vilja dated April 2, 2003. Vilja has
      made a full and complete application to the Media Council for approval of
      the transfer of this 1.25% CET 21 Ownership
Interest.




 


	 	
      4.4.15
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      CET 21 owns 28.755% of the CET 21 Registered Capital in the form of a
      treasury interest.




 


	 	
      4.4.16
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter
      and except for the Programming Library Pledge, the Programming Library is
      free from all liens, charges, equities, encumbrances, pre-emption rights,
      rights of first refusal and other rights exercisable by persons other than
      the TV Nova Group or AQS, other than those in favor of the relevant
      licensors.




 


	 	
      4.4.17
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      AQS has full title to, leases for, or other valid rights to use the
      Programming Library for the benefit of TV Nova, and in those disclosed
      circumstances where AQS may not have full title to, leases for, or other
      valid rights to use the Programming Library for the benefit of TV Nova,
      there have been no claims asserted or threatened by the relevant licensor
      or any third party that are likely to adversely affect the rights of AQS
      or TV Nova to use the Programming Library. Except as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      TV Nova is the sole and exclusive licensee of all programming held in the
      Programming Library and has received valid consent to use the rights under
      any programming license agreement or similar arrangement entered into on
      behalf of or for the benefit of TV Nova whether by AQS or
      otherwise.




 






















	 	
      4.4.18
	
      No
      dispute (whether pursuant to court or arbitration proceedings or
      otherwise) regarding any programming license agreements entered into by or
      on behalf of TV Nova are pending or threatened. The TV Nova Group has duly
      acquired all intellectual property rights for broadcasting all of its
      programs and there have not been any claims that the broadcasting of such
      programs violates any intellectual property rights of any third
      party.




 


	 	
      4.4.19
	
      Document
      number 1 referred to in the Additional Disclosed Documents Index No. 33
      provides a list and brief description of all contracts or other
      transactions which are in force on the Execution Date between the TV Nova
      Group and any officer, director or employee or other related person of any
      of the PPF Group and such list is true, accurate and complete in all
      material respects as at the Execution Date.




 


	 	
      4.4.20
	
      No
      officer, director or employee or other related person of any of the PPF
      Group is presently party to any material non-arm's length transactions
      with any other person involved in the TV Nova
Business.




 


	
      4.5
	
      Warranties
      by PPF Relating to CET 21




 

PPF
warrants to each of the CME Parties as at the Execution Date that each of the
statements set forth below is true, accurate and not misleading as at that
date:

 


	 	
      4.5.1
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      CET 21 is a limited liability company duly organized and validly existing
      in accordance with the laws of the Czech Republic, registered in the
      Commercial Register kept by the City Court in Prague, the Czech Republic,
      file number C 10581, identification
      number 45800456, with its seat at Kříženeckého nám. 322/5, Prague 5, the
      Czech Republic.




 


	 	
      4.5.2
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter, a
      true and complete copy of CET 21's Memorandum of Association, which to the
      best of PPF's knowledge and belief is valid for purposes of the corporate
      governance of CET 21 is document 3.2 on the Data Room Index, provided,
      however, that as disclosed
      against this Warranty in the relevant section of the Disclosure Letter
      there are certain challenges pending with respect to CET 21's Memorandum
      of Association.




 


	 	
      4.5.3
	
      CET
      21 has all licenses (including the TV Nova License), permits or other
      approvals necessary to enable it to conduct the TV Nova Business as
      currently conducted, including all requisite regulatory approvals and
      authorizations to carry on the business as a broadcaster and each such
      license, permit or other approval is valid, and no person in the PPF Group
      is aware of any reason arising since August 30, 1996 that would form the
      basis for any such license, permit or other approval to be withdrawn, not
      renewed in due course, or materially
modified.




 






















	 	
      4.5.4
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      CET 21 is in compliance with all applicable laws, regulatory rules,
      licenses, permits and approvals, and has not received any notice which,
      after receipt or lapse of time or both, would constitute non-compliance
      with any applicable law, regulatory rule, license, permit or
      approval.




 


	 	
      4.5.5
	
      CET
      21 has not at any time engaged in any business or owned any business or
      entity other than business related directly to TV Nova other than in
      relation to TV JOJ.




 


	 	
      4.5.6
	
      CET
      21 has full title to, leases for, or other valid rights to use all
      material assets used for the operation of the TV Nova Business as of the
      date hereof; provided, however, that as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter
      certain persons have claimed that they are the executive directors of CET
      21, and in such capacity may have attempted to affect CET 21's title to
      its material assets, but to the best knowledge of PPF, after due inquiry,
      there have been no legal acts made or purported to be made by any of such
      persons that would make this Warranty
incorrect.




 


	 	
      4.5.7
	
      CET
      21 is not and has not been subject to any bankruptcy
      proceedings.




 


	 	
      4.5.8
	
      All
      material contracts of CET 21 have been disclosed to CME ME, and all such
      material contracts are in full force and effect, and, to the knowledge of
      PPF, without any material breach, threatened termination or other similar
      circumstance; provided, however, that as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter
      certain persons have claimed that they are the executive directors of CET
      21, and in such capacity may have attempted to cause CET 21 to enter into
      contracts, but to the best knowledge of PPF, after due inquiry, there have
      been no legal acts made or purported to be made by any of such persons
      that would make this Warranty incorrect.




 



	 	
      4.5.9
	
      CET
      21 has, in accordance with prevailing Tax Laws of the relevant Tax
      Authority, (i) timely filed Tax returns that are in all material respects
      true, correct and complete and timely paid all Taxes that are due and
      payable with respect to its operations and assets, except for Taxes that
      are contested in good faith by appropriate proceedings and for which
      adequate reserves have been established, and all such Tax returns have
      been audited by the relevant Tax Authority or are closed by the applicable
      statute of limitations for all taxable years, (ii) established reserves
      that are adequate for the payment of Taxes not yet due and payable but
      which relate to the carrying out of business of CET 21 prior to the date
      hereof, (iii) carried out all transactions with related persons at fair
      market price and on an arm's length basis, (iv) properly recorded in its
      accounting records, financial statements and Tax or other official
      returns, the creation and release of reserves and provisions, all
      transactions with securities and derivatives and properly calculated all
      material non-deductible expenses and tax-exempt income, and (v) has no
      outstanding Tax or similar fiscal
liabilities.




























	 	
      4.5.10
	
      The
      audited financial statements and balance sheet of CET 21 dated as of
      December 31, 2003 have been disclosed to CME ME and fairly reflect the
      financial condition and results of operations of CET 21 as of that date,
      and there has been in aggregate no material negative change to such
      condition and results of operations as of the date hereof, except for such
      changes as have been disclosed to CME ME.




 


	 	
      4.5.11
	
      CET
      21's accounts make full and proper provision for (or, if appropriate,
      disclose by way of notes) all liabilities (whether actual, contingent,
      quantified or disputed) of CET 21 as at or on the date of such accounts,
      to the extent required by the accounting standards applicable to such
      accounts, and there are no other liabilities of CET 21 as at or on the
      date of such accounts.




 


	 	
      4.5.12
	
      Other
      than pursuant to or in connection with the CNTS Settlement and the CNTS
      Lease, there is no other business or other relationship or pending or
      threatened claims between (a) CNTS and (b) CET 21 or any other person
      involved in the TV Nova Business, whether current or
      contemplated.




 


	 	
      4.5.13
	
      The
      unpaid amount of the CNTS Settlement, including interest, determined by
      application of IFRS, was CZK 1,274,736,000 as of November 30, 2004, in
      relation to the agreed amount and, to the best knowledge of PPF, not more
      than CZK 9,212,000 in relation to the undecided intellectual property
      claims.




 


	 	
      4.5.14
	
      Except
      as disclosed against
      this Warranty in the relevant section of the Disclosure
      Letter, there are no material Claims pending or, to the knowledge of PPF,
      threatened, before any court, arbitration panel, public administrative
      authority, institution or other person against or adversely affecting CET
      21.




 


	 	
      4.5.15
	
      CET
      21 has full title to all trade marks and any other intellectual property
      related to TV Nova that are registered in favor of CET 21 by the relevant
      authorities in the Czech Republic or
elsewhere.




 


	 	
      4.5.16
	
      CET
      21 has no subsidiaries other than Plejada.




 


	 	
      4.5.17
	
      There
      are no unpaid or unsatisfied liabilities or other obligations of CET 21
      (other than those incurred in the ordinary course of business), or causes
      of action of any nature (vested or contingent) from or against, any of the
      PPF Group or any person controlled by any of the PPF Group, and there are
      no unpaid or unsatisfied liabilities or other obligations of any of the
      PPF Group or any person controlled by any of the PPF Group to CET 21
      (other than those incurred in the ordinary course of business), and no
      member of the PPF Group has assigned or transferred or purported to assign
      or transfer to any person outside of the PPF Group any liabilities or
      other obligations of CET 21 or causes of action of any nature (vested or
      contingent) in respect of the TV Nova
Business.





 





















	 	
      4.5.18
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure Letter,
      there
      are no past or currently pending, or, to the knowledge of PPF, threatened
      actions, proceedings or investigations, whether civil or criminal, against
      CET 21 or the presently incumbent directors or managers of CET 21 or the
      present employees of CET 21 (in connection with their employment with the
      company).




 


	 	
      4.5.19
	
      Other
      than the single instance disclosed against this Warranty in the relevant
      section of the Disclosure Letter, there have been no other fines,
      penalties or other sanctions imposed on CET 21 by the Media Council
      pursuant to Section 32(1) of the Media Act or any other provision of the
      Media Act within the last twenty-four months prior to the Execution Date,
      and PPF is not aware of any facts or circumstances occurring during such
      period that could form the basis for the Media Council to impose a fine,
      penalty or other sanction pursuant to Section 32(1) of the Media Act or
      that could form the basis for the Media Council to revoke the TV Nova
      License pursuant to Section 63 of the Media
Act.




 


	
      4.6
	
      Warranties
      by PPF Related to the TV Nova Group Companies and Other
      Entities




 

PPF
warrants to each of the CME Parties as at the Execution Date that each of the
statements set forth below is true, accurate and not misleading as at that
date:

 


	 	
      4.6.1
	
      CP
      2000




 


	 	
      (A)
	
      CP
      2000 is a joint stock company duly organized and validly existing in
      accordance with the laws of the Czech Republic, registered in the
      Commercial Register of the City Court in Prague, file number B 5264,
      identification number 25653431, with its seat at Prague 5, Hlubocepy,
      Krizeneckeho nam. 322/5.




 


	 	
      (B)
	
      A
      true and complete copy of CP 2000's Articles of Association as in effect
      on the Execution Date and an excerpt from the Commercial Register of CP
      2000 with current information as of the Execution Date have been disclosed
      to CME ME.




 


	 	
      (C)
	
      The
      entire registered capital of CP 2000 amounts to CZK
      625,000,000.




 


	 	
      (D)
	
      CP
      2000 is in compliance with all applicable laws, regulatory rules,
      licenses, permits and approvals, and has not received any notice which,
      after receipt or lapse of time or both, would constitute non-compliance
      with any applicable law, regulatory rule, license, permit or approval,
      except as disclosed against
      this Warranty in the relevant section of the Disclosure Letter.




 


	 	
      (E)
	
      CP
      2000 has not at any time engaged in any business or owned any business or
      entity other than business related directly to the TV Nova Business or TV
      JOJ.





 





















	 	
      (F)
	
      CP
      2000 has full title to, leases for, or other valid rights to use all
      assets used for the operation of its business as of the date
      hereof.




 


	 	
      (G)
	
      CP
      2000 is not and has not been subject to any bankruptcy, insolvency, or
      liquidation proceedings.




 


	 	
      (H)
	
      CP
      2000 has no subsidiaries other than MAG MEDIA, Nova Consulting, CPI and
      MEF Media, a.s., and CP 2000 has a 50% Ownership Interest in Mag Media
      a.s. and Slovenska Produckna a.s. MEF Media a.s., Mag Media a.s. and
      Slovenska Produckna a.s. are not parties to any material contracts related
      to the TV Nova Business.




 


	 	
      (I)
	
      CP
      2000 owns 100% of all outstanding shares in MEF Media a.s., which
      represent the portion of the votes in the General Meeting of each such
      subsidiary equal to 100%, free from all liens, charges, equities,
      encumbrances, pre-emption rights, rights of first refusal and other rights
      exercisable by third parties.




 


	 	
      (J)
	
      All
      material contracts of CP 2000 have been disclosed to CME ME, and all such
      material contracts are in full force and effect, and, to the knowledge of
      PPF after due inquiry, without any material breach, threatened termination
      or other similar circumstance.




 


	 	
      (K)
	
      CP
      2000 has, in accordance with prevailing Tax Laws of the relevant Tax
      Authority, (i) timely filed Tax returns that are in all material respects
      true, correct and complete and timely paid all Taxes that are due and
      payable with respect to its operations and assets, except for Taxes that
      are contested in good faith by appropriate proceedings and for which
      adequate reserves have been established, and all such Tax returns have
      been audited by the relevant Tax Authority or are closed by the applicable
      statute of limitations for all taxable years, (ii) established reserves
      that are adequate for the payment of Taxes not yet due and payable but
      which relate to the carrying out of its business prior to the date hereof,
      (iii) carried out all transactions with related persons at fair market
      price and on an arm's length basis, (iv) properly recorded in its
      accounting records, financial statements and Tax or other official
      returns, the creation and release of reserves and provisions, all
      transactions with securities and derivatives, and properly calculated all
      material non-deductible expenses and tax-exempt income, and (v) has no
      outstanding Tax or similar fiscal
liabilities.




 


	 	
      (L)
	
      The
      audited financial statements and balance sheet of CP 2000 dated as of
      December 31, 2003 have been disclosed to CME ME and fairly reflect the
      financial condition and results of operations of CP 2000 as of that date,
      and there has been in aggregate no material negative change to such
      condition or results of operations as of the date hereof, except for such
      changes as have been disclosed in the relevant section of the Disclosure
      Letter.




 


	 	
      (M)
	
      CP
      2000's accounts make full and proper provision for (or, if appropriate,
      disclose by way of notes) all liabilities (whether actual, contingent,
      quantified or disputed) of CP 2000 as at or on the date of such accounts,
      to the extent required by the accounting standards applicable to such
      accounts, and there are no other liabilities of CP
2000.




 






















	 	
      (N)
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      there are no material Claims pending or, to the knowledge of PPF,
      threatened, before any court, arbitration panel, public administrative
      authority, institution or other person against or adversely affecting CP
      2000.




 


	 	
      (O)
	
      CP
      2000 has full title to all trade marks and any other intellectual property
      related to TV Nova that are registered in favor of CP 2000 by the relevant
      authorities in the Czech Republic or
elsewhere.




 


	 	
      (P)
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      there are no unpaid or unsatisfied liabilities or other obligations of CP
      2000 (other than those incurred in the ordinary course of business) to, or
      causes of action of any nature (vested or contingent) from or against, any
      of the PPF Group or any person controlled by any of the PPF Group, and
      there are no unpaid or unsatisfied liabilities or other obligations of any
      of the PPF Group or any person controlled by any of the PPF Group to CP
      2000 (other than those incurred in the ordinary course of business), and
      no member of the PPF Group has assigned or transferred or purported to
      assign or transfer to any person outside the PPF Group any liabilities or
      other obligations of CP 2000 or causes of action of any nature (vested or
      contingent) in respect of the TV Nova
Business.




 


	 	
      (Q)
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure Letter,
      there
      are no past or currently pending, or, to the knowledge of PPF, threatened
      actions proceedings or investigations, whether civil or criminal, against
      CP 2000 or the presently incumbent directors or managers of CP 2000 or the
      present employees of CP 2000 (in connection with their employment with the
      company).




 


	 	
      4.6.2
	
      MAG
      MEDIA




 


	 	
      (A)
	
      MAG
      MEDIA is a joint stock company duly organized and validly existing in
      accordance with the laws of the Czech Republic, registered in the
      Commercial Register of the City Court in Prague, file number B 6065,
      identification number 25788124, with its seat at Prague 1, Lazarska
      5.




 


	 	
      (B)
	
      A
      true and complete copy of MAG MEDIA's Articles of Association as in effect
      on the Execution Date and an excerpt from the Commercial Register of MAG
      MEDIA with current information as of the Execution Date have been
      disclosed to CME ME.




 


	 	
      (C)
	
      The
      entire registered capital of MAG MEDIA amounts to CZK 210,000,000, of
      which CZK 63,700,000 has been paid in accordance with applicable
      law.





 





















	 	
      (D)
	
      MAG
      MEDIA is in compliance with all applicable laws, regulatory rules,
      licenses, permits and approvals, and has not received any notice which,
      after receipt or lapse of time or both, would constitute non-compliance
      with any applicable law, regulatory rule, license, permit or
      approval.




 


	 	
      (E)
	
      MAG
      MEDIA has not at any time engaged in any business or owned any business or
      entity other than business related directly to TV
Nova.




 


	 	
      (F)
	
      MAG
      MEDIA has full title to, leases for, or other valid rights to use all
      assets used for the operation of its business as of the date
      hereof.




 


	 	
      (G)
	
      MAG
      MEDIA is not and has not been subject to any bankruptcy, insolvency, or
      liquidation proceedings.








	 	
      (H)
	
      MAG
      MEDIA has no subsidiaries.




 


	 	
      (I)
	
      All
      material contracts of MAG MEDIA have been disclosed to CME ME, and except
      as disclosed against this Warranty in the relevant section of the
      Disclosure Letter all such material contracts are in full force and
      effect, and, to the knowledge of PPF after due inquiry, without any
      material breach, threatened termination or other similar
      circumstance.




 


	 	
      (J)
	
      MAG
      MEDIA has, in accordance with prevailing Tax Laws of the relevant Tax
      Authority, (i) timely filed Tax returns that are in all material respects
      true, correct and complete and timely paid all Taxes that are due and
      payable with respect to its operations and assets, except for Taxes that
      are contested in good faith by appropriate proceedings and for which
      adequate reserves have been established, and all such Tax returns have
      been audited by the relevant Tax Authority or are closed by the applicable
      statute of limitations for all taxable years, (ii) established reserves
      that are adequate for the payment of Taxes not yet due and payable but
      which relate to the carrying out of its business prior to the date hereof,
      (iii) carried out all transactions with related persons at fair market
      price and on an arm's length basis, (iv) properly recorded in its
      accounting records, financial statements and Tax or other official
      returns, the creation and release of reserves and provisions, all
      transactions with securities and derivatives, and properly calculated all
      material non-deductible expenses and tax-exempt income, and (v) has no
      outstanding Tax or similar fiscal
liabilities.




 


	 	
      (K)
	
      The
      audited financial statements and balance sheet of MAG MEDIA dated as of
      December 31, 2003, has been disclosed to CME ME and fairly reflect the
      financial condition and results of operations of MAG MEDIA as of that
      date, and there has been in aggregate no material negative change to such
      condition or results of operations as of the date hereof, except for such
      changes as have been disclosed to CME ME.




 


	 	
      (L)
	
      MAG
      MEDIA's accounts make full and proper provision for (or, if appropriate,
      disclose by way of notes) all liabilities (whether actual, contingent,
      quantified or disputed) of MAG MEDIA as at or on the date of such
      accounts, to the extent required by the accounting standards applicable to
      such accounts, and there are no other liabilities of MAG
      MEDIA.


























	 	
      (M)
	
      There
      are no material Claims pending or, to the knowledge of PPF, threatened,
      before any court, arbitration panel, public administrative authority,
      institution or other person against or adversely affecting MAG
      MEDIA.




 


	 	
      (N)
	
      MAG
      MEDIA has full title to all trade marks and any other intellectual
      property related to TV Nova that are registered in favor of MAG MEDIA by
      the relevant authorities in the Czech Republic or
    elsewhere.




 


	 	
      (O)
	
      There
      are no unpaid or unsatisfied liabilities or other obligations of MAG MEDIA
      (other than those incurred in the ordinary course of business) to, or
      causes of action of any nature (vested or contingent) from or against, any
      of the PPF Group or any person controlled by any of the PPF Group, and
      there are no unpaid or unsatisfied liabilities or other obligations of any
      of the PPF Group or any person controlled by any of the PPF Group to MAG
      MEDIA (other than those incurred in the ordinary course of business), and
      no member of the PPF Group has assigned or transferred or purported to
      assign or transfer to any person outside the PPF Group any liabilities or
      other obligations of MAG MEDIA or causes of action of any nature (vested
      or contingent) in respect of the TV Nova
Business.




 


	 	
      (P)
	
      There
      are no past or currently pending, or, to the knowledge of PPF, threatened
      actions proceedings or investigations, whether civil or criminal, against
      MAG MEDIA or the presently incumbent directors or managers of MAG MEDIA or
      the present employees of MAG MEDIA (in connection with their employment
      with the company).




 


	 	
      4.6.3
	
      Nova
      Consulting




 


	 	
      (A)
	
      Nova
      Consulting is a joint stock company duly organized and validly existing in
      accordance with the laws of the Czech Republic, registered in the
      Commercial Register of the City Court in Prague, file number B 4268,
      identification number 25084500, with its seat at Prague 1, Jungmannova
      17.




 


	 	
      (B)
	
      A
      true and complete copy of Nova Consulting's Articles of Association as in
      effect on the Execution Date and an excerpt from the Commercial Register
      of Nova Consulting with current information as of the Execution Date have
      been disclosed to CME ME.




 


	 	
      (C)
	
      The
      entire registered capital of Nova Consulting amounts to CZK
      1,000,000.




 


	 	
      (D)
	
      Nova
      Consulting is in compliance with all applicable laws, regulatory rules,
      licenses, permits and approvals, and has not received any notice which,
      after receipt or lapse of time or both, would constitute non-compliance
      with any applicable law, regulatory rule, license, permit or
      approval.





 





















	 	
      (E)
	
      Nova
      Consulting has not at any time engaged in any business or owned any
      business or entity other than business related directly to TV
      Nova.




 


	 	
      (F)
	
      Nova
      Consulting has full title to, leases for, or other valid rights to use all
      assets used for the operation of its business as of the date
      hereof.




 


	 	
      (G)
	
      Nova
      Consulting is not and has not been subject to any bankruptcy, insolvency,
      or liquidation proceedings.




 


	 	
      (H)
	
      Nova
      Consulting has no subsidiaries.




 


	 	
      (I)
	
      All
      material contracts of Nova Consulting have been disclosed to CME ME, and
      all such material contracts are in full force and effect, and, to the
      knowledge of PPF after due inquiry, without any material breach,
      threatened termination or other similar
circumstance.




 


	 	
      (J)
	
      Nova
      Consulting has, in accordance with prevailing Tax Laws of the relevant Tax
      Authority, (i) timely filed Tax returns that are in all material respects
      true, correct and complete and timely paid all Taxes that are due and
      payable with respect to its operations and assets, except for Taxes that
      are contested in good faith by appropriate proceedings and for which
      adequate reserves have been established, and all such Tax returns have
      been audited by the relevant Tax Authority or are closed by the applicable
      statute of limitations for all taxable years, (ii) established reserves
      that are adequate for the payment of Taxes not yet due and payable but
      which relate to the carrying out of its business prior to the date hereof,
      (iii) carried out all transactions with related persons at fair market
      price and on an arm's length basis, (iv) properly recorded in its
      accounting records, financial statements and Tax or other official
      returns, the creation and release of reserves and provisions, all
      transactions with securities and derivatives, and properly calculated all
      material non-deductible expenses and tax-exempt income, and (v) has no
      outstanding Tax or similar fiscal
liabilities.




 


	 	
      (K)
	
      The
      audited financial statements and balance sheet of Nova Consulting dated as
      of December 31, 2003 has been disclosed to CME ME and fairly reflect the
      financial condition and results of operations of Nova Consulting as of
      that date, and there has been in aggregate no material negative change to
      such condition or results of operations as of the date hereof, except for
      such changes as have been disclosed to CME
ME.




 


	 	
      (L)
	
      Nova
      Consulting's accounts make full and proper provision for (or, if
      appropriate, disclose by way of notes) all liabilities (whether actual,
      contingent, quantified or disputed) of Nova Consulting as at or on the
      date of such accounts, to the extent required by the accounting standards
      applicable to such accounts, and there are no other liabilities of Nova
      Consulting.





 





















	 	
      (M)
	
      There
      are no material Claims pending or, to the knowledge of PPF, threatened,
      before any court, arbitration panel, public administrative authority,
      institution or other person against or adversely affecting Nova
      Consulting.




 


	 	
      (N)
	
      Nova
      Consulting has no trade marks or any other intellectual property rights
      related to TV Nova that are registered in favor of Nova Consulting by the
      relevant authorities in the Czech Republic or
elsewhere.




 


	 	
      (O)
	
      There
      are no unpaid or unsatisfied liabilities or other obligations of Nova
      Consulting (other than those incurred in the ordinary course of business)
      to, or causes of action of any nature (vested or contingent) from or
      against, any of the PPF Group or any person controlled by any of the PPF
      Group, and there are no unpaid or unsatisfied liabilities or other
      obligations of any of the PPF Group or any person controlled by any of the
      PPF Group to Nova Consulting (other than those incurred in the ordinary
      course of business), and no member of the PPF Group has assigned or
      transferred or purported to assign or transfer to any person outside the
      PPF Group any liabilities or other obligations of Nova Consulting or
      causes of action of any nature (vested or contingent) in respect of the TV
      Nova Business.




 


	 	
      (P)
	
      There
      are no past or currently pending, or, to the knowledge of PPF, threatened
      actions proceedings or investigations, whether civil or criminal, against
      Nova Consulting or the presently incumbent directors or managers of Nova
      Consulting or the present employees of Nova Consulting (in connection with
      their employment with the company).




 


	 	
      4.6.4
	
      CPI




 


	 	
      (A)
	
      CPI
      is a joint stock company duly organized and validly existing in accordance
      with the laws of the Czech Republic, registered in the Commercial Register
      of the City Court in Prague, file number B 7123, identification number
      26438615, with its seat at Prague 1, Na Prikope
12/853.




 


	 	
      (B)
	
      A
      true and complete copy of CPI's Articles of Association as in effect on
      the Execution Date and an excerpt from the Commercial Register of CPI with
      current information as of the Execution Date have been disclosed to CME
      ME.




 


	 	
      (C)
	
      The
      entire registered capital of CPI amounts to CZK
    150,000,000.








	 	
      (D)
	
      Except
      as disclosed against this Warranty in the relevant section of the
      Disclosure Letter, CPI is in compliance with all applicable laws,
      regulatory rules, licenses, permits and approvals, and has not received
      any notice which, after receipt or lapse of time or both, would constitute
      non-compliance with any applicable law, regulatory rule, license, permit
      or approval.





 





















	 	
      (E)
	
      CPI
      has not at any time engaged in any business or owned any business or
      entity other than business related directly to the TV Nova Business or TV
      JOJ.




 


	 	
      (F)
	
      CPI
      has full title to, leases for, or other valid rights to use all assets
      used for the operation of its business as of the date
    hereof.




 


	 	
      (G)
	
      CPI
      is not and has not been subject to any bankruptcy, insolvency, or
      liquidation proceedings.




 


	 	
      (H)
	
      CPI
      has no subsidiaries other than ERIKA and Media Capitol, but CPI has a
      49.18% Ownership Interest in MAC TV, a Slovak limited liability company
      that holds part of the PPF Group's interest in TV JOJ, as disclosed in the
      relevant section of the Disclosure Letter.




 


	 	
      (I)
	
      All
      material contracts of CPI have been disclosed to CME ME, and all such
      material contracts are in full force and effect, and, to the knowledge of
      PPF after due inquiry, without any material breach, threatened termination
      or other similar circumstance.




 


	 	
      (J)
	
      CPI
      has, in accordance with prevailing Tax Laws of the relevant Tax Authority,
      (i) timely filed Tax returns that are in all material respects true,
      correct and complete and timely paid all Taxes that are due and payable
      with respect to its operations and assets, except for Taxes that are
      contested in good faith by appropriate proceedings and for which adequate
      reserves have been established, and all such Tax returns have been audited
      by the relevant Tax Authority or are closed by the applicable statute of
      limitations for all taxable years, (ii) established reserves that are
      adequate for the payment of Taxes not yet due and payable but which relate
      to the carrying out of its business prior to the date hereof, (iii)
      carried out all transactions with related persons at fair market price and
      on an arm's length basis, (iv) properly recorded in its accounting
      records, financial statements and Tax or other official returns, the
      creation and release of reserves and provisions, all transactions with
      securities and derivatives, and properly calculated all material
      non-deductible expenses and tax-exempt income, and (v) has no outstanding
      Tax or similar fiscal liabilities.




 


	 	
      (K)
	
      The
      audited financial statements and balance sheet of CPI dated as of December
      31, 2003, has been disclosed to CME ME and fairly reflect the financial
      condition and results of operations of CPI as of that date, and there has
      been in aggregate no material negative change to such condition or results
      of operations as of the date hereof, except for such changes as have been
      disclosed to CME ME.




 


	 	
      (L)
	
      CPI's
      accounts make full and proper provision for (or, if appropriate, disclose
      by way of notes) all liabilities (whether actual, contingent, quantified
      or disputed) of CPI as at or on the date of such accounts, to the extent
      required by the accounting standards applicable to such accounts, and
      there are no other liabilities of CPI.




 


	 	
      (M)
	
      Except
      as disclosed in the relevant section of the Disclosure Letter, there are
      no material Claims pending or, to the knowledge of PPF, threatened, before
      any court, arbitration panel, public administrative authority, institution
      or other person against or adversely affecting
CPI.




 






















	 	
      (N)
	
      CPI
      has full title to all trade marks and any other intellectual property
      related to TV Nova that are registered in favor of CPI by the relevant
      authorities in the Czech Republic or
elsewhere.




 


	 	
      (O)
	
      There
      are no unpaid or unsatisfied liabilities or other obligations of CPI
      (other than those incurred in the ordinary course of business) to, or
      causes of action of any nature (vested or contingent) from or against, any
      of the PPF Group or any person controlled by any of the PPF Group, and
      there are no unpaid or unsatisfied liabilities or other obligations of any
      of the PPF Group or any person controlled by any of the PPF Group to CPI
      (other than those incurred in the ordinary course of business), and no
      member of the PPF Group has assigned or transferred or purported to assign
      or transfer to any person outside the PPF Group any liabilities or other
      obligations of CPI or causes of action of any nature (vested or
      contingent) in respect of the TV Nova
Business.




 


	 	
      (P)
	
      There
      are no past or currently pending, or, to the knowledge of PPF, threatened
      actions proceedings or investigations, whether civil or criminal, against
      CPI or the presently incumbent directors or managers of CPI or the present
      employees of CPI (in connection with their employment with the
      company).




 


	 	
      4.6.5
	
      Media
      Capitol




 


	 	
      (A)
	
      Media
      Capitol is a joint stock company duly organized and validly existing in
      accordance with the laws of the Czech Republic, registered in the
      Commercial Register of the City Court in Prague, file number B 7399,
      identification number 26237580, with its seat at Prague 5, Krizeneckeho
      nam. 5/322.




 


	 	
      (B)
	
      A
      true and complete copy of Media Capitol's Articles of Association as in
      effect on the Execution Date and an excerpt from the Commercial Register
      of Media Capitol with current information as of the Execution Date have
      been disclosed to CME ME.




 


	 	
      (C)
	
      The
      entire registered capital of Media Capitol amounts to CZK
      1,000,000.




 


	 	
      (D)
	
      Media
      Capitol is in compliance with all applicable laws, regulatory rules,
      licenses, permits and approvals, and has not received any notice which,
      after receipt or lapse of time or both, would constitute non-compliance
      with any applicable law, regulatory rule, license, permit or
      approval.




 


	 	
      (E)
	
      Media
      Capitol has not at any time engaged in any material business or owned any
      business or entity other than business related directly to TV
      Nova.





 





















	 	
      (F)
	
      Media
      Capitol has full title to, leases for, or other valid rights to use all
      assets used for the operation of its business as of the date
      hereof.




 


	 	
      (G)
	
      Media
      Capitol is not and has not been subject to any bankruptcy, insolvency, or
      liquidation proceedings.




 


	 	
      (H)
	
      Media
      Capitol has no subsidiaries.




 


	 	
      (I)
	
      Media
      Capitol is not party to any material
contracts.




 


	 	
      (J)
	
      Media
      Capitol has, in accordance with prevailing Tax Laws of the relevant Tax
      Authority, (i) timely filed Tax returns that are in all material respects
      true, correct and complete and timely paid all Taxes that are due and
      payable with respect to its operations and assets, except for Taxes that
      are contested in good faith by appropriate proceedings and for which
      adequate reserves have been established, and all such Tax returns have
      been audited by the relevant Tax Authority or are closed by the applicable
      statute of limitations for all taxable years, (ii) established reserves
      that are adequate for the payment of Taxes not yet due and payable but
      which relate to the carrying out of its business prior to the date hereof,
      (iii) carried out all transactions with related persons at fair market
      price and on an arm's length basis, (iv) properly recorded in its
      accounting records, financial statements and Tax or other official
      returns, the creation and release of reserves and provisions, all
      transactions with securities and derivatives, and properly calculated all
      material non-deductible expenses and tax-exempt income, and (v) has no
      outstanding Tax or similar fiscal
liabilities.




 


	 	
      (K)
	
      The
      audited financial statements and balance sheet of Media Capitol dated as
      of December 31, 2003 has been disclosed to CME ME and fairly reflect the
      financial condition and results of operations of Media Capitol as of that
      date, and there has been in aggregate no material negative change to such
      condition or results of operations as of the date hereof, except for such
      changes as have been disclosed to CME ME.




 


	 	
      (L)
	
      Media
      Capitol's accounts make full and proper provision for (or, if appropriate,
      disclose by way of notes) all liabilities (whether actual, contingent,
      quantified or disputed) of Media Capitol as at or on the date of such
      accounts, to the extent required by the accounting standards applicable to
      such accounts, and there are no other liabilities of Media
      Capitol.




 


	 	
      (M)
	
      There
      are no material Claims pending or, to the knowledge of PPF, threatened,
      before any court, arbitration panel, public administrative authority,
      institution or other person against or adversely affecting Media
      Capitol.




 


	 	
      (N)
	
      Media
      Capitol has full title to all trade marks and any other intellectual
      property related to TV Nova that are registered in favor of Media Capitol
      by the relevant authorities in the Czech Republic or
      elsewhere.





 





















	 	
      (O)
	
      There
      are no unpaid or unsatisfied liabilities or other obligations of Media
      Capitol (other than those incurred in the ordinary course of business)to,
      or causes of action of any nature (vested or contingent) from or against,
      any of the PPF Group or any person controlled by any of the PPF Group, and
      there are no unpaid or unsatisfied liabilities or other obligations of any
      of the PPF Group or any person controlled by any of the PPF Group to Media
      Capitol (other than those incurred in the ordinary course of business),
      and no member of the PPF Group has assigned or transferred or purported to
      assign or transfer to any person outside the PPF Group any liabilities or
      other obligations of Media Capitol or causes of action of any nature
      (vested or contingent) in respect of the TV Nova
  Business.




 


	 	
      (P)
	
      There
      are no past or currently pending, or, to the knowledge of PPF, threatened
      actions proceedings or investigations, whether civil or criminal, against
      Media Capitol or the presently incumbent directors or managers of Media
      Capitol or the present employees of Media Capitol (in connection with
      their employment with the company).




 


	 	
      4.6.6
	
      ERIKA




 


	 	
      (A)
	
      ERIKA
      is a joint stock company duly organized and validly existing in accordance
      with the laws of the Czech Republic, registered in the Commercial Register
      of the City Court in Prague, file number B 4489, identification number
      25098900, with its seat at Prague 1, Skolska
3.




 


	 	
      (B)
	
      A
      true and complete copy of ERIKA's Articles of Association as in effect on
      the Execution Date and an excerpt from the Commercial Register of ERIKA
      with current information as of the Execution Date have been disclosed to
      CME ME.




 


	 	
      (C)
	
      The
      entire registered capital of ERIKA amounts to CZK
    102,000,000.




 


	 	
      (D)
	
      ERIKA
      is in compliance with all applicable laws, regulatory rules, licenses,
      permits and approvals, and has not received any notice which, after
      receipt or lapse of time or both, would constitute non-compliance with any
      applicable law, regulatory rule, license, permit or
    approval.




 


	 	
      (E)
	
      ERIKA
      has not at any time engaged in any material business or owned any business
      or entity other than business related directly to TV Nova. ERIKA has not
      operated any business in respect of gaming other than a number lottery on
      TV Nova for a period of approximately one
month.




 


	 	
      (F)
	
      ERIKA
      has full title to, leases for, or other valid rights to use all assets
      used for the operation of its business as of the date
    hereof.




 


	 	
      (G)
	
      ERIKA
      is not and has not been subject to any bankruptcy, insolvency, or
      liquidation proceedings.




 


	 	
      (H)
	
      ERIKA
      has no subsidiaries.




 


	 	
      (I)
	
      All
      material contracts of ERIKA have been disclosed to CME ME, and all such
      material contracts are in full force and effect, and, to the knowledge of
      PPF after due inquiry, without any material breach, threatened termination
      or other similar circumstance.





 





















	 	
      (J)
	
      ERIKA
      has, in accordance with prevailing Tax Laws of the relevant Tax Authority,
      (i) timely filed Tax returns that are in all material respects true,
      correct and complete and timely paid all Taxes that are due and payable
      with respect to its operations and assets, except for Taxes that are
      contested in good faith by appropriate proceedings and for which adequate
      reserves have been established, and all such Tax returns have been audited
      by the relevant Tax Authority or are closed by the applicable statute of
      limitations for all taxable years, (ii) established reserves that are
      adequate for the payment of Taxes not yet due and payable but which relate
      to the carrying out of its business prior to the date hereof, (iii)
      carried out all transactions with related persons at fair market price and
      on an arm's length basis, (iv) properly recorded in its accounting
      records, financial statements and Tax or other official returns, the
      creation and release of reserves and provisions, all transactions with
      securities and derivatives, and properly calculated all material
      non-deductible expenses and tax-exempt income, and (v) has no outstanding
      Tax or similar fiscal liabilities.




 


	 	
      (K)
	
      The
      audited financial statements and balance sheet of ERIKA dated as of
      December 31, 2003 has been disclosed to CME ME and fairly reflect the
      financial condition and results of operations of ERIKA as of that date,
      and there has been in aggregate no material negative change to such
      condition or results of operations as of the date hereof, except for such
      changes as have been disclosed to CME ME.




 


	 	
      (L)
	
      ERIKA's
      accounts make full and proper provision for (or, if appropriate, disclose
      by way of notes) all liabilities (whether actual, contingent, quantified
      or disputed) of ERIKA as at or on the date of such accounts, to the extent
      required by the accounting standards applicable to such accounts, and
      there are no other liabilities of ERIKA.




 


	 	
      (M)
	
      There
      are no material Claims pending or, to the knowledge of PPF, threatened,
      before any court, arbitration panel, public administrative authority,
      institution or other person against or adversely affecting
      ERIKA.




 


	 	
      (N)
	
      ERIKA
      has full title to all trade marks and any other intellectual property
      related to TV Nova that are registered in favor of ERIKA by the relevant
      authorities in the Czech Republic or
elsewhere.




 


	 	
      (O)
	
      There
      are no unpaid or unsatisfied liabilities or other obligations of ERIKA
      (other than those incurred in the ordinary course of business) to, or
      causes of action of any nature (vested or contingent) from or against, any
      of the PPF Group or any person controlled by any of the PPF Group, and
      there are no unpaid or unsatisfied liabilities or other obligations of any
      of the PPF Group or any person controlled by any of the PPF Group to ERIKA
      (other than those incurred in the ordinary course of business), and no
      member of the PPF Group has assigned or transferred or purported to assign
      or transfer to any person outside the PPF Group any liabilities or other
      obligations of ERIKA or causes of action of any nature (vested or
      contingent) in respect of the TV Nova
Business.




 






















	 	
      (P)
	
      There
      are no past or currently pending, or, to the knowledge of PPF, threatened
      actions proceedings or investigations, whether civil or criminal, against
      ERIKA or the presently incumbent directors or managers of ERIKA or the
      present employees of ERIKA (in connection with their employment with the
      company).




 


	 	
      4.6.7
	
      TVNH




 


	 	
      (A)
	
      TVNH
      is a private company with limited liability duly organized and validly
      existing in accordance with the laws of the Netherlands, identification
      number 34186663, with its seat at Atrium, 7th Floor, Strawinskylaan 3105,
      1077 ZX Amsterdam, the Netherlands.




 


	 	
      (B)
	
      A
      true and complete copy of TVNH's Articles of Association as in effect on
      the Execution Date and an excerpt from the Commercial Register of TVNH
      with current information as of the Execution Date have been disclosed to
      CME ME.




 


	 	
      (C)
	
      The
      entire registered capital of TVNH amounts to €
500,000.




 


	 	
      (D)
	
      TVNH
      is in compliance with all applicable laws, regulatory rules, licenses,
      permits and approvals, and has not received any notice which, after
      receipt or lapse of time or both, would constitute non-compliance with any
      applicable law, regulatory rule, license, permit or
    approval.




 


	 	
      (E)
	
      TVNH
      is not and has not been subject to any bankruptcy, insolvency, or
      liquidation proceedings.




 


	 	
      (F)
	
      All
      material contracts of TVNH which relate to the TV Nova Business have been
      disclosed to CME ME, and all such material contracts are in full force and
      effect, and, to the knowledge of PPF after due inquiry, without any
      material breach, threatened termination or other similar
      circumstance.




 


	 	
      (G)
	
      TVNH
      has no right or title to any trade marks or other intellectual property
      related to TV Nova or the TV Nova Business.




 


	 	
      4.6.8
	
      Vilja




 


	 	
      (A)
	
      Vilja
      is a joint stock company duly organized and validly existing in accordance
      with the laws of the Czech Republic, registered in the Commercial Register
      of the City Court in Prague, file number B 6923, identification number
      26419009, with its seat at Prague 5, Krizeneckeho nam.
    1078/5.




 


	 	
      (B)
	
      A
      true and complete copy of Vilja's Articles of Association as in effect on
      the Execution Date and an excerpt from the Commercial Register of Vilja
      with current information as of the Execution Date have been disclosed to
      CME ME.


























	 	
      (C)
	
      The
      entire registered capital of Vilja amounts to CZK
    1,000,000.




 


	 	
      (D)
	
      Vilja
      is in compliance with all applicable laws, regulatory rules, licenses,
      permits and approvals, and has not received any notice which, after
      receipt or lapse of time or both, would constitute non-compliance with any
      applicable law, regulatory rule, license, permit or
    approval.




 


	 	
      (E)
	
      Vilja
      has not at any time engaged in any business or owned any business or
      entity other than business related directly to TV
Nova.




 


	 	
      (F)
	
      Vilja
      has full title to, leases for, or other valid rights to use all assets
      used for the operation of its business as of the date
    hereof.




 


	 	
      (G)
	
      Vilja
      is not and has not been subject to any bankruptcy, insolvency, or
      liquidation proceedings.




 


	 	
      (H)
	
      Vilja
      has no subsidiaries other than CET 21.




 


	 	
      (I)
	
      All
      material contracts of Vilja have been disclosed to CME ME, and all such
      material contracts are in full force and effect, and, to the knowledge of
      PPF after due inquiry, without any material breach, threatened termination
      or other similar circumstance.




 


	 	
      (J)
	
      Vilja
      has, in accordance with prevailing Tax Laws of the relevant Tax Authority,
      (i) timely filed Tax returns that are in all material respects true,
      correct and complete and timely paid all Taxes that are due and payable
      with respect to its operations and assets, except for Taxes that are
      contested in good faith by appropriate proceedings and for which adequate
      reserves have been established, and all such Tax returns have been audited
      by the relevant Tax Authority or are closed by the applicable statute of
      limitations for all taxable years, (ii) established reserves that are
      adequate for the payment of Taxes not yet due and payable but which relate
      to the carrying out of its business prior to the date hereof, (iii)
      carried out all transactions with related persons at fair market price and
      on an arm's length basis, (iv) properly recorded in its accounting
      records, financial statements and Tax or other official returns, the
      creation and release of reserves and provisions, all transactions with
      securities and derivatives, and properly calculated all material
      non-deductible expenses and tax-exempt income, and (v) has no outstanding
      Tax or similar fiscal liabilities.




 


	 	
      (K)
	
      The
      audited financial statements and balance sheet of Vilja dated as of
      December 31, 2003 has been disclosed to CME ME and fairly reflect the
      financial condition and results of operations of Vilja as of that date,
      including negative equity of CZK 76,056,000, and there has been no
      aggregate material negative change to such condition or results of
      operations as of the date hereof, except for (i) an interest expense to CP
      2000 in the amount of approximately CZK 28,000,000 and (ii) payments of
      approximately CZK 70,000,000 to Gal pursuant to the contracts that are
      documents number 2.6.1.1.20 and 2.6.1.1.21 in the Data Room
      Index.




 






















	 	
      (L)
	
      Vilja's
      accounts make full and proper provision for (or, if appropriate, disclose
      by way of notes) all liabilities (whether actual, contingent, quantified
      or disputed) of Vilja as at or on the date of such accounts, to the extent
      required by the accounting standards applicable to such accounts, and
      there are no other liabilities of Vilja.




 


	 	
      (M)
	
      Except
      as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      there are no material Claims pending or, to the knowledge of PPF,
      threatened, before any court, arbitration panel, public administrative
      authority, institution or other person against or adversely affecting
      Vilja.




 


	 	
      (N)
	
      Vilja
      has no trade marks or any other intellectual property rights related to TV
      Nova that are registered in favor of Vilja by the relevant authorities in
      the Czech Republic or elsewhere.




 


	 	
      (O)
	
      Except
      as disclosed in the relevant section of the Disclosure Letter, there are
      no unpaid or unsatisfied liabilities or other obligations of Vilja (other
      than those incurred in the ordinary course of business) to, or causes of
      action of any nature (vested or contingent) from or against, any of the
      PPF Group or any person controlled by any of the PPF Group, and there are
      no unpaid or unsatisfied liabilities or other obligations of any of the
      PPF Group or any person controlled by any of the PPF Group to Vilja (other
      than those incurred in the ordinary course of business), and no member of
      the PPF Group has assigned or transferred or purported to assign or
      transfer to any person outside the PPF Group any liabilities or other
      obligations of Vilja or causes of action of any nature (vested or
      contingent) in respect of the TV Nova
Business.




 


	 	
      (P)
	
      Except
      as disclosed in the relevant section of the Disclosure Letter, there are
      no past or currently pending, or, to the knowledge of PPF, threatened
      actions proceedings or investigations, whether civil or criminal, against
      Vilja or the presently incumbent directors or managers of Vilja or the
      present employees of Vilja (in connection with their employment with the
      company).








	 	
      4.6.9
	
      Plejada




 


	 	
      (A)
	
      Plejada
      is a joint stock company duly organized and validly existing in accordance
      with the laws of the Czech Republic, registered in the Commercial Register
      of the City Court in Prague, file number B 6183, identification number
      26120623, with its seat at Prague 1, Na Prikope
12.




 


	 	
      (B)
	
      A
      true and complete copy of Plejada's Articles of Association as in effect
      on the Execution Date and an excerpt from the Commercial Register of
      Plejada with current information as of the Execution Date have been
      disclosed to CME ME.




 






















	 	
      (C)
	
      The
      entire registered capital of Plejada amounts to CZK
    5,200,000.




 


	 	
      (D)
	
      Plejada
      is in compliance with all applicable laws, regulatory rules, licenses,
      permits and approvals, and has not received any notice which, after
      receipt or lapse of time or both, would constitute non-compliance with any
      applicable law, regulatory rule, license, permit or
    approval.




 


	 	
      (E)
	
      Plejada
      has not at any time engaged in any business or owned any business or
      entity other than business related directly to TV
Nova.




 


	 	
      (F)
	
      Plejada
      has full title to, leases for, or other valid rights to use all assets
      used for the operation of its business as of the date
    hereof.




 


	 	
      (G)
	
      Plejada
      is, with effect from September 5, 2004, in the process of voluntary
      liquidation.




 


	 	
      (H)
	
      Plejada
      has no subsidiaries.




 


	 	
      (I)
	
      All
      material contracts of Plejada have been disclosed to CME ME, and all such
      material contracts are in full force and effect, and, to the knowledge of
      PPF after due inquiry, without any material breach, threatened termination
      or other similar circumstance.




 


	 	
      (J)
	
      Plejada
      has, in accordance with prevailing Tax Laws of the relevant Tax Authority,
      (i) timely filed Tax returns that are in all material respects true,
      correct and complete and timely paid all Taxes that are due and payable
      with respect to its operations and assets, except for Taxes that are
      contested in good faith by appropriate proceedings and for which adequate
      reserves have been established, and all such Tax returns have been audited
      by the relevant Tax Authority or are closed by the applicable statute of
      limitations for all taxable years, (ii) established reserves that are
      adequate for the payment of Taxes not yet due and payable but which relate
      to the carrying out of its business prior to the date hereof, (iii)
      carried out all transactions with related persons at fair market price and
      on an arm's length basis, (iv) properly recorded in its accounting
      records, financial statements and Tax or other official returns, the
      creation and release of reserves and provisions, all transactions with
      securities and derivatives, and properly calculated all material
      non-deductible expenses and tax-exempt income, and (v) has no outstanding
      Tax or similar fiscal liabilities.




 


	 	
      (K)
	
      The
      audited financial statements and balance sheet of Plejada dated as of
      December 31, 2003 has been disclosed to CME ME and fairly reflect the
      financial condition and results of operations of Plejada as of that date,
      and there has been no aggregate material negative change to such condition
      or results of operations as of the date hereof, except for such changes as
      have been disclosed to CME ME.




 


	 	
      (L)
	
      Plejada's
      accounts make full and proper provision for (or, if appropriate, disclose
      by way of notes) all liabilities (whether actual, contingent, quantified
      or disputed) of Plejada as at or on the date of such accounts, to the
      extent required by the accounting standards applicable to such accounts,
      and there are no other liabilities of
Plejada.





 





















	 	
      (M)
	
      There
      are no material Claims pending or, to the knowledge of PPF, threatened,
      before any court, arbitration panel, public administrative authority,
      institution or other person against or adversely affecting
      Plejada.




 


	 	
      (N)
	
      Plejada
      has no trade marks or any other intellectual property rights related to TV
      Nova that are registered in favor of Plejada by the relevant authorities
      in the Czech Republic or elsewhere. The Plejada trademark is validly
      registered in the name of CET 21.




 


	 	
      (O)
	
      There
      are no unpaid or unsatisfied liabilities or other obligations of Plejada
      (other than those incurred in the ordinary course of business) to, or
      causes of action of any nature (vested or contingent) from or against, any
      of the PPF Group or any person controlled by any of the PPF Group, and
      there are no unpaid or unsatisfied liabilities or other obligations of any
      of the PPF Group or any person controlled by any of the PPF Group to
      Plejada (other than those incurred in the ordinary course of business),
      and no member of the PPF Group has assigned or transferred or purported to
      assign or transfer to any person outside the PPF Group any liabilities or
      other obligations of Plejada or causes of action of any nature (vested or
      contingent) in respect of the TV Nova
Business.




 


	 	
      (P)
	
      There
      are no past or currently pending, or, to the knowledge of PPF, threatened
      actions proceedings or investigations, whether civil or criminal, against
      Plejada or the presently incumbent directors or managers of Plejada or the
      present employees of Plejada (in connection with their employment with the
      company).




 


	 	
      4.6.10
	
      Galaxie
      Sport




 


	 	
      (A)
	
      Galaxie
      Sport is a limited liability company duly organized and validly existing
      in accordance with the laws of the Czech Republic, registered in the
      Commercial Register of the City Court in Prague, file number C 102451,
      identification number 48153168, with its seat at Prague 8, Pod Hajkem
      1.




 


	 	
      (B)
	
      A
      true and complete copy of Galaxie Sport's Articles of Association as in
      effect on the Execution Date and an excerpt from the Commercial Register
      of Galaxie Sport with current information as of the Execution Date have
      been disclosed to CME ME.




 


	 	
      (C)
	
      The
      entire registered capital of Galaxie Sport amounts to CZK
      105,000.




 


	 	
      (D)
	
      Galaxie
      Sport has all licenses (including the Galaxie Sport License), permits or
      other approvals necessary to enable it to operate the Galaxie Sport
      channel as currently conducted, including all requisite regulatory
      approvals and authorizations to carry on the business as a broadcaster and
      each such license, permit or other approval is valid, and no person in the
      PPF Group is aware of any reason that any such license, permit or other
      approval will be withdrawn, not renewed in due course, or materially
      modified.





 





















	 	
      (E)
	
      [Intentionally
      Omitted].




 


	 	
      (F)
	
      Galaxie
      Sport has not at any time engaged in any business or owned any business or
      entity other than business related directly to the Galaxie Sport
      License.




 


	 	
      (G)
	
      [Intentionally
      Omitted].




 


	 	
      (H)
	
      [Intentionally
      Omitted].




 


	 	
      (I)
	
      [Intentionally
      Omitted].




 


	 	
      (J)
	
      All
      material contracts of Galaxie Sport have been summarized in document
      number 7b on the Additional Disclosed Documents Index, and all such
      material contracts are in full force and effect, and, to the knowledge of
      PPF after due inquiry, without any material breach, threatened termination
      or other similar circumstance.




 


	 	
      4.6.11
	
      AQS




 


	 	
      (A)
	
      To
      the best of PPF's knowledge and belief, AQS is a joint stock company duly
      organized and validly existing in accordance with the laws of the Czech
      Republic, registered in the Commercial Register of the City Court in
      Prague, file number B 5285. identification number 25655922, with its seat
      at Prague 2, Riegrovy sady 38.




 


	 	
      (B)
	
      A
      true and complete copy of AQS's Articles of Association, which to the best
      of PPF's knowledge and belief is in effect on the Execution Date and a
      true and complete copy of an excerpt from the Commercial Register of AQS
      with current information as of the Execution Date have been disclosed to
      CME ME and are listed on the Data Room
Index.




 


	 	
      (C)
	
      To
      the best of PPF's knowledge and belief, AQS is not and has not been
      subject to any bankruptcy, insolvency, or liquidation
      proceedings.




 


	 	
      (D)
	
      All
      material contracts related to the Programming Library have been disclosed
      to CME ME, and all such contracts are in full force and effect between AQS
      and the relevant programming provider, and, to the knowledge of PPF after
      due inquiry, without any material breach, threatened termination or other
      similar circumstance; provided, however, that as disclosed
      against this Warranty in the relevant section of the Disclosure
      Letter,
      certain contracts are subject to late payment or other technical breaches,
      but such breaches have not resulted in the termination or threatened
      termination of the relevant contracts, nor to the knowledge of PPF are any
      of such breaches likely to be the basis for any such termination or
      threatened termination.




 


	 	
      4.6.12
	
      PPF
      Media




 




















 



	 	
      (A)
	
      PPF
      Media is a private company with limited liability duly organized and
      validly existing in accordance with the laws of the Netherlands,
      registered by the Business and Industrial Chamber in Amsterdam,
      identification number 34186296, with its seat at Atrium, 7th Floor,
      Strwinskylaan 3105, 1077 ZX Amsterdam, the
Netherlands.




 



	 	
      (B)
	
      PPF
      Media is not party to any material contracts related to the TV Nova
      Business.




 


	 	
      4.6.13
	
      MEF
      Media




 


	 	
      (A)
	
      MEF
      Media is a private company with limited liability duly organized and
      validly existing in accordance with the laws of the Netherlands,
      registered by the Business and Industrial Chamber in Amsterdam,
      identification number 34186294, with its seat at Atrium, 7th Floor,
      Strwinskylaan 3105, 1077 ZX Amsterdam, the
Netherlands.




 


	 	
      (B)
	
      MEF
      Media is not party to any material contracts related to the TV Nova
      Business.




 


	 	
      4.6.14
	
      Other
      Entities




 


	 	
      (A)
	
      TV
      Global is a joint stock company duly organized and validly existing in
      accordance with the laws of the Slovak Republic, registered in the
      Commercial Register of the District Court in Kosice, file number 1118/V,
      identification number 36197009, with its seat at Geresakova 10,
      Kosice.




 


	 	
      (B)
	
      [Intentionally
      Omitted].




 


	 	
      (C)
	
      TV
      Global is not party to any material contracts related to the TV Nova
      Business.




 


	 	
      (D)
	
      MAC
      TV is a limited liability company duly organized and validly existing in
      accordance with the laws of the Slovak Republic, registered in the
      Commercial Register of the District Court in Bratislava, file number
      29871/B, identification number 00618322, with its seat at Brectanova 1,
      Bratislava.




 


	 	
      (E)
	
      The
      entire registered capital of MAC TV amounts to SKK
      300,000,000.




 


	 	
      (F)
	
      MAC
      TV is not party to any material contracts related to the TV Nova Business,
      except for the contract listed as document number 19 in the Additional
      Disclosed Documents Index No. 25.




 


	 	
      (G)
	
      TV
      Global and MAC TV have not at any time engaged in any business or owned
      any business or entity other than business related directly to TV
      JOJ.




 


	
      4.7
	
      Warranties
      by PPF Related to Various Claims





 




















PPF
warrants to each of the CME Parties as at the Execution Date that each of the
statements set forth below is true, accurate and not misleading as at that
date:

 


	 	
      4.7.1
	
      PPF
      has disclosed to the CME Parties all material documents and information on
      all Claims and allegations, whether pending or threatened, and releases,
      settlements, withdrawal or any other form of resolution with respect to
      all Claims involving Zelezny, any of Alan, Huncik, Venclik or Gal, and
      Krsak against PPF, CET 21 or CP 2000, or its or their affiliates,
      subsidiaries, shareholders and directors, relating in any way to the
      assets, ownership structure, or affairs of CET 21, TV Nova, the TV Nova
      License, CP 2000, the TV Nova Business or persons involved in the TV Nova
      Business.




 


	 	
      4.7.2
	
      There
      has been no material change in the facts or circumstances reflected in the
      documents and information referred to in Clause 4.7.1 or
      otherwise with respect to such matters.




 


	 	
      4.7.3
	
      Other
      than the Claims referred to in Clause 4.7.1,
      there is no material pending, or to the knowledge of PPF, subject to
      Clause 4.9,
      threatened Claim that could adversely affect the TV Nova
      Business.




 


	
      4.8
	
      Warranties
      at the Closing Commencement Date




 


	 	
      4.8.1
	
      Each
      Party shall be required to repeat the Warranties made to each other Party
      in Clause 4 on
      the Closing Commencement Date, except that Warranties in respect of CPI
      shall not be repeated on the Closing Commencement
Date.




 


	 	
      4.8.2
	
      Any
      Warranty with respect to ownership of ERIKA and Media Capitol shall, when
      repeated at the Closing Commencement Date, be made with respect to
      ownership of ERIKA and Media Capital by CP
2000.




 


	 	
      4.8.3
	
      Any
      Warranty with respect to a person's financial statements or accounts
      (other than with respect to the Original TV Nova Combined Accounts in
      Clauses 4.3.6
      and 4.3.7)
      shall, when repeated at the Closing Commencement Date, be made with
      reference to the December 31, 2004 financial statements or accounts of
      such person, prepared using the same accounting standards, consistently
      applied, as for the December 31, 2003 financial statements or accounts of
      such person, and any references to changes in condition in such Warranty
      shall relate to the condition of such person as of December 31,
      2004.





 





















	 	
      4.8.4
	
      Each
      Party shall also be required to make (or to cause its affiliates entering
      into any Transaction Document to make) such additional warranties to the
      other Parties as may be set forth in the other Transaction
      Documents.




 


	 	
      4.8.5
	
      PPF
      warrants to each of the CME Parties at the Closing Completion Date that
      Total Assets of the PPF Group Guarantor as of December 31, 2003 of not
      less than CZK 170 billion and the Shareholders Equity of the PPF Group
      Guarantor as of December 31, 2003 of not less than CZK 9 billion has been
      confirmed in the audited financial statements of the PPF Group Guarantor,
      prepared in accordance with generally accepted accounting principles then
      prevailing in the Netherlands.




 


	
      4.9
	
      Acknowledgement
      of Disclosure




 

PPF has
disclosed to the CME Parties a possible Claim as described in section 4.9 of the
Disclosure Letter, and the CME Parties acknowledge that such disclosure has been
made, and further acknowledge that the filing of such a Claim (based on the
facts and theories disclosed) after the Execution Date shall not constitute a
breach of any Warranty made by PPF.

 


	
      4.10
	
      Breach
      of Warranty




 

Without
prejudice to any of the rights and remedies available to the Parties under this
Agreement or the other Transaction Documents, in the event of the breach of a
Warranty given by the Parties, the Party which is in breach of such Warranty
shall take all steps necessary to remedy such breach and to establish the state
of affairs which would have existed if no such breach had occurred and such
Warranty was true and correct.

 


	
      4.11
	
      No
      Other Warranties




 

Each of
the CME Parties and PPF agree and acknowledge that the Warranties are the only
warranties given by the CME Parties and PPF as at the Execution Date and, upon
Closing, as at the Closing Commencement Date, and these are the only Warranties
for which the Parties accept responsibility.

 


	
      5
	
      Pre-Closing
      Obligations




 


	
      5.1
	
      General
      Obligations of PPF




 

From and
including the Execution Date and until the Closing Completion Date, except as
specifically provided otherwise in this Agreement, PPF shall:

 


	 	
      5.1.1
	
      procure
      that the TV Nova Business shall be conducted in substantially the same
      manner as it is currently being conducted, as disclosed to the CME
      Parties, and the companies operating the TV Nova Business shall carry on
      their businesses and the TV Nova Business in the ordinary and proper
      course as if this Agreement had not been entered
into;




 


	 	
      5.1.2
	
      procure
      that the companies operating the TV Nova Business shall not do any of the
      things described in Clause 5.2
      below without the prior written consent of CME ME, such consent not to be
      unreasonably withheld or delayed;





 





















	 	
      5.1.3
	
      procure
      that each of the companies operating the TV Nova Business shall consult
      with CME ME on any decision which is material to the operations and
      business of the TV Nova Business as a whole, always subject to the
      fiduciary duties of the directors and other officials of such companies
      and in compliance with all applicable laws and regulations, including,
      without limitation the Czech Act on Protection of Economic Competition
      No.143/2001, as amended, and relevant applicable competition legislation
      of the European Union;




 


	 	
      5.1.4
	
      provide
      the CME Parties with all reasonable information and support necessary to
      apply for the Antimonopoly Approval;




 


	 	
      5.1.5
	
      procure
      that the CP 2000 Promissory Note shall not be transferred to any entity
      outside the TV Nova Group;




 


	 	
      5.1.6
	
      provide
      CME ME with full access to such information and PPF or TV Nova Group
      personnel as CME ME shall reasonably request in connection with the
      acquisition of the TV Nova Group and the transactions contemplated hereby,
      including with respect to all of the companies involved in the TV Nova
      Business, monthly management accounts and updated estimates of the Actual
      Working Capital, commencing from the Execution Date as soon as reasonably
      practicable and in any event within 30 days of the end of the relevant
      calendar month;




 


	 	
      5.1.7
	
      use
      its reasonable endeavors to provide CME ME with such assistance as CME ME
      may reasonably request in connection with any financing the CME Parties
      may arrange in connection with this
Agreement;




 


	 	
      5.1.8
	
      upon
      becoming aware prior to the Closing Commencement Date of the occurrence of
      any matter, event or circumstance which would constitute a breach of any
      of the Warranties hereunder or which would make any of such Warranties
      inaccurate if they were repeated on the Closing Commencement Date,
      promptly give written notice of such event to CME ME before the Closing
      Commencement Date with sufficient details to enable CME ME to assess
      accurately the impact of such event and, if so requested by CME ME, use
      its reasonable endeavors promptly to remedy the
same;




 


	 	
      5.1.9
	
      procure
      that (i) the unpaid amount of the CNTS Settlement (including principal and
      accrued interest) shall not exceed CZK 1,230,000,000 at any time and (ii)
      the cash balance of CET 21 as of the Closing Commencement Date is not
      greater than the unpaid amount of the CNTS Settlement (including principal
      and accrued interest) at that date;




 


	 	
      5.1.10
	
      procure
      that CET 21 negotiates and enters into the Programming Library Transfer
      Agreement with AQS for purposes of transferring the Programming Library to
      CET 21;





 





















	 	
      5.1.11
	
      procure
      that the subsidiaries of CP 2000 and CET 21 that are not part of the TV
      Nova Group shall be transferred out of CP 2000 and CET 21 respectively,
      without any liability to CP 2000, CET 21 or the TV Nova Group, and procure
      that such subsidiaries and the persons controlling such subsidiaries after
      the Closing Commencement Date shall have no Claims against the TV Nova
      Group, Newco, Oldco or the CME Parties;




 


	 	
      5.1.12
	
      procure
      that 100% of the business of TV JOJ is transferred outside the TV Nova
      Group without any liability to the TV Nova Group, and procure that the
      persons controlling TV JOJ after the Closing Commencement Date shall have
      no Claims against the TV Nova Group, Newco, Oldco or the CME
      Parties;




 


	 	
      5.1.13
	
      cause
      the Auditors to (i) prepare audited combined US GAAP financial statements
      (including cash flows) for the TV Nova Group (on the basis of such
      financial statements for the material entities of the TV Nova Group) for
      the year 2003 (which statements shall not require 2002 comparables) and
      prepare audited combined US GAAP financial statements (including cash
      flows) for the TV Nova Group (on the basis of such financial statements
      for the material entities of the TV Nova Group) for the year 2004
      (including audited 2003 comparatives) so that audited financial statements
      for 2004 along with a US GAAP audit opinion thereon will be available on
      February 25, 2005;




 


	 	
      5.1.14
	
      use
      its best endeavors to procure the withdrawal and termination of the AHVG
      Claim specified in section 4.5.2.2 of the Disclosure Letter, at no cost to
      and without any liability to the TV Nova
Group;




 


	 	
      5.1.15
	
      procure
      that as soon as practicable, but not later than within 5 Business Days
      after receipt of Media Council Consent for the acquisition by PPF of
      CEDC's 1.25% CET 21 Ownership Interest, PPF's 1.25% Ownership Interest in
      CET 21 shall be transferred to Vilja, on terms and conditions agreed by
      PPF and CME ME, subject only to Media Council
Consent;




 


	 	
      5.1.16
	
      procure
      that a Controlling Report as of December 31, 2004 is prepared in respect
      of any controlled company in the TV Nova Group;





 


	 	
      5.1.17
	
      use
      its best endeavors to procure that applications are properly prepared and
      timely submitted to the Media Council, on behalf of the TV Nova Group, in
      order to obtain not less than four Digital Video Broadcasting --
      Terrestrial System Licenses for the Czech Republic;
and




 


	 	
      5.1.18
	
      procure
      the preparation and, after discussion thereof with CME ME, adoption of the
      2005 TV Nova Budget by January 15, 2005.




 


	
      5.2
	
      PPF
      Obligations Relating to the TV Nova
Group

























PPF shall
procure that without the prior written consent of CME ME (which consent shall
not be unreasonably withheld or delayed) and except as contemplated by this
Agreement, the TV Nova Group shall not before Closing:





	 	
      5.2.1
	
      take
      any action that is likely to have a Material Adverse Effect on the TV Nova
      License or the TV Nova Group;




 


	 	
      5.2.2
	
      incur
      any capital expenditure other than replacement capital expenditure and
      customary improvements to real property in the ordinary course of business
      that are not recorded in the 2005 TV Nova
Budget;




 


	 	
      5.2.3
	
      enter
      into, or commit to enter into, amend, extend the term of, or terminate any
      leasing, hire purchase or other agreement or arrangement for payment on
      deferred terms except in the ordinary course of
  business;




 


	 	
      5.2.4
	
      enter
      into, or commit to enter into, amend, extend the term of or terminate any
      contract related to the Programming Library, or any contract for the
      production of television programming, that are not recorded in the 2005 TV
      Nova Budget, or consent to AQS doing any of the
  foregoing;




 


	 	
      5.2.5
	
      borrow
      any additional money except on existing bank facilities or not exceeding
      CZK 50,000,000 in total or make any payments out of or drawings on their
      bank account(s) (except routine payments or repayments of existing
      liabilities);




 


	 	
      5.2.6
	
      dispose
      of or grant any option or right of pre-emption in respect of any part of
      their assets except in the ordinary course of
business;




 


	 	
      5.2.7
	
      enter
      into any contract or commitment outside the ordinary course of business
      that is material to the TV Nova Group;




 


	 	
      5.2.8
	
      grant
      any lease or third party right in respect of any of the material assets
      owned by the TV Nova Group;




 


	 	
      5.2.9
	
      enter
      into, or commit to enter into, amend, extend the term of or terminate any
      contract of whatever nature with a term of 13 months or longer or with a
      value of more than CZK 10,000,000, except for contracts reflected in the
      2005 TV Nova Budget;











	 	
      5.2.10
	
      grant,
      issue or redeem, or agree to grant, issue or redeem, any mortgage, share,
      debenture or other security or give any guarantee or indemnity except in
      the ordinary course of business in an amount or value not to exceed CZK
      5,000,000 individually or CZK 10,000,000 in the
  aggregate;




 



	 	
      5.2.11
	
      declare
      or make or pay any dividend or other distribution not declared before the
      Execution Date;




 
























 


	 	
      5.2.12
	
      dispose
      of or distribute the portion of the CET 21 Registered Capital (and related
      ownership rights) held as treasury interest, unless ordered to do so by a
      final non-appealable decision of a competent
court;




 


	 	
      5.2.13
	
      create,
      issue, purchase or redeem, or agree to create, issue, purchase or redeem,
      any class of share or loan capital;




 


	 	
      5.2.14
	
      make
      any material change in the terms and conditions of employment or pension
      or other benefits of its employees (other then those which would be
      consistent with past practices required by law, collective bargaining
      agreements and those made pursuant to any annual salary review, such
      review being consistent with past practices) or terminate (except for good
      cause) the employment of any of the
employees;




 


	 	
      5.2.15
	
      make
      any material strategic decision with regard to changing programming
      philosophy or content, operating structure or operating arrangements of
      the TV Nova Group; or




 


	 	
      5.2.16
	
      save
      only as may be necessary to give effect to this Agreement or to the extent
      CME ME has consented or agreed, cause or do any act or thing the
      commission of which would constitute a breach of any of the Warranties
      herein or which would make any of such Warranties inaccurate when they are
      repeated on the Closing Commencement Date.




 


	
      5.3
	
      CME
      Parties' Obligations




 

From and
including the Execution Date and until the Closing Completion Date, except as
specifically provided otherwise in this Agreement, the CME Parties
shall:

 


	 	
      5.3.1
	
      subject
      to PPF entering in a confidentiality undertaking acceptable to the CME
      Parties, provide PPF with access to such information as PPF shall
      reasonably request in connection with the Television Business of CME ME,
      for purposes of a due diligence investigation by PPF;





 


	 	
      5.3.2
	
      subject
      to PPF providing all reasonable information as provided in Clause
      5.1.4,
      apply for the Antimonopoly Approval;




 


	 	
      5.3.3
	
      cause
      the incorporation and registration of
Newco;




 


	 	
      5.3.4
	
      acquire
      Oldco; and




 


	 	
      5.3.5
	
      upon
      any member of the Board of Directors of CME ME becoming aware, prior to
      the Closing Commencement Date, through the receipt of reports delivered to
      CME ME by external legal, financial or other advisors, of the occurrence
      of any matter, event or circumstance that in the opinion of CME ME would
      constitute, or be likely to result in, a breach of any of the Warranties
      given by PPF hereunder or which would make any of such Warranties
      inaccurate when they are repeated on the Closing Commencement Date, unless
      PPF already shall have taken appropriate action as required by Clause
      5.1.8,
      CME ME shall give prompt written notice thereof to PPF with sufficient
      details to enable PPF to assess the impact of such information and
      thereafter to proceed as provided in Clause 5.1.8;
      provided, however, that (i) the failure of CME ME's Board of Directors to
      become aware of any such matter, event or circumstance, or the actual or
      potential impact of such matter, event or circumstance on any Warranty, or
      (ii) CME ME's failure to give notice of any such matter, event or
      circumstance to PPF, shall not in any way constitute a waiver of or
      otherwise affect any of CME ME's rights under this Agreement or give PPF
      any additional rights under this
Agreement.



























	
      6
	
      Conditions
      to Closing




 



	
      6.1
	
      Conditions
      Precedent




 

Closing
is conditional on the satisfaction of all the following conditions prior to or
upon the Closing Commencement Date:



	 	
      6.1.1
	
      the
      Antimonopoly Approval shall have been obtained and such approval shall not
      contain any conditions or restrictions that in the reasonable judgment of
      CME ME are unacceptable, or the Expiration of the Time Limit shall have
      occurred;




 


	 	
      6.1.2
	
      PPF
      shall have specified the Designated Shareholder(s), and such person(s)
      shall be qualified to be Designated
Shareholder(s);




 


	 	
      6.1.3
	
      PPF
      and, if appropriate, its affiliates, shall have performed and complied in
      all material respects with all covenants and agreements required by this
      Agreement to be performed or complied with by PPF or the PPF Group on or
      prior to the Closing Date, including those obligations in Clause
      5.1;
      provided, however, that the failure, despite reasonable endeavors, to
      satisfy any of the following conditions shall not constitute, singly or
      collectively, a basis for a determination by CME ME not to proceed with
      Closing:




 


	 	
      (i)
	
      Clause
      5.1.12
      with respect to removal of the TV JOJ business from the TV Nova Group,
      provided that (x) the TV Nova Group shall not own any interest in MAC TV
      or any other Slovak television licensee as of the Closing Commencement
      Date, (y) the equivalent of the Media Council in the Slovak Republic shall
      either have given its consent with respect to the ownership by the TV Nova
      Group of such elements of the TV JOJ business that remain in the TV Nova
      Group as of the Closing Commencement Date or shall have confirmed, to the
      satisfaction of CME ME, that no such consent is required, and (z) the
      Foreign Antimonopoly Office for the Slovak Republic shall either have
      given its Anitmonopoly Approval with respect to the ownership by the TV
      Nova Group of such elements of the TV JOJ business that remain in the TV
      Nova Group as of the Closing Commencement Date or such Foreign
      Antimonopoly Office shall have confirmed, to the satisfaction of CME ME,
      that no such Antimonopoly Approval is required;
or




 


	 	
      (ii)
	
      Clause
      5.1.14
      with respect to the withdrawal and termination of the AHVG Claim; or
      




 






















	 	
      (iii)
	
      Clause
      5.1.15
      with respect to the transfer of the 1.25% CET 21 Ownership
      Interest.




 


	 	
      6.1.4
	
      the
      Warranties given by PPF on the Closing Commencement Date in Clauses
      4.1,
      4.3.1,
      4.3.3,
      4.3.4,
      4.3.5,
      4.3.6,
      4.3.10,
      4.3.11,
      4.3.12,
      4.3.13,
      4.3.15,
      4.4.1,
      4.4.3,
      4.4.10
      and 4.4.11
      shall be true in all material respects, or if not true shall have been
      remedied as provided in Clause 4.10 to
      the reasonable satisfaction of CME ME;




 


	 	
      6.1.5
	
      the
      Warranties given by PPF on the Closing Commencement Date other than as
      listed in Clause 6.1.4
      shall be true in all material respects; or if not true shall have been
      remedied as provided in Clause 4.10 to
      the reasonable satisfaction of CME ME; provided, however, that if the
      Losses incurred or likely to be incurred by the CME Parties as a result of
      any or all of such Warranties not being true are or would be, in the
      reasonable opinion of CME ME, less than or equal to US$ 10,000,000, such
      breach of Warranties shall not in itself constitute a basis for a
      determination by CME ME not to proceed with
Closing;




 


	 	
      6.1.6
	
      Smejc
      shall have entered into the Smejc
Agreement;




 


	 	
      6.1.7
	
      CME
      ME shall have received written confirmation from CNTS regarding its
      acceptance of the CNTS Settlement, and the amounts paid, due and to become
      due thereunder;




 


	 	
      6.1.8
	
      If
      PPF shall have received Media Council Consent for the acquisition of the
      1.25% CET 21 Ownership Interest from CEDC, PPF shall have transferred such
      1.25% CET 21 Ownership Interest to Vilja, subject only to such additional
      Media Council Consent as may be required and not yet
    obtained;




 


	 	
      6.1.9
	
      the
      Programming Library Pledge
      shall have been discharged in full;




 


	 	
      6.1.10
	
      the
      Controlling Reports for each company in the TV Nova Group for 2004 shall
      have been properly prepared
      and filed with the appropriate Czech commercial registration
      court;




 


	 	
      6.1.11
	
      there
      shall not be any injunction, decision, order or decree of any nature of
      any court or governmental entity restraining or prohibiting unrestricted
      use and exploitation of
      the TV Nova License by CET 21 and the TV Nova
Group;




 


	 	
      6.1.12
	
      in
      the event any consent or approval required under any financing document
      for any Indebtedness of the TV Nova Group in connection with or relating
      to the acquisition of the TV Nova Group by CME ME shall not have been
      obtained and such failure to obtain such consent or approval results in a
      requirement that such Indebtedness be refinanced, PPF shall procure that
      any required refinancing be obtained on substantially the same terms as
      any such Indebtedness being refinanced;




 


	 	
      6.1.13
	
      there
      shall not have been any action, or any statute enacted, by any
      governmental authority which would render the Parties unable to consummate
      the transactions contemplated herein or make the transactions contemplated
      herein illegal or prohibit, restrict or delay the consummation of the
      transactions contemplated herein;




 

























	 	
      6.1.14
	
      Oldco
      shall have been acquired, and Newco shall have been incorporated,
      registered and capitalized as set forth in the Transaction
      Memorandum;
      and








	 	
      6.1.15
	
      no
      event or circumstance shall have occurred since the Execution Date,
      regardless of any disclosure by PPF to the CME Parties prior to or since
      the Execution Date, that would constitute a Material Adverse Effect on the
      TV Nova Business and no event shall exist or have occurred that will give
      rise to any such Material Adverse Effect.








	
      6.2
	
      Responsibility
      for Satisfaction








	 	
      6.2.1
	
      PPF
      shall:








	 	
      (a)
	
      satisfy
      the conditions in Clauses 6.1.2 to
      6.1.10 on
      or before the Closing Completion Date,
      and








	 	
      (b)
	
      promptly
      provide CME ME with all reasonable assistance to support CME ME's
      application to obtain the Antimonopoly Approval to satisfy Clause
      6.1.1 as
      soon as is possible.








	 	
      6.2.2
	
      CME
      ME shall:








	 	
      (a)
	
      satisfy
      the condition set out in Clause 6.1.14 on
      or before the Closing Completion Date; and








	 	
      (b)
	
      subject
      to receipt of all the necessary information and assistance from PPF,
      promptly apply to obtain Antimonopoly Approval to satisfy Clause
      6.1.1.








	
      6.3
	
      Satisfaction/Non-Satisfaction/Waiver








	 	
      6.3.1
	
      CME
      ME (on behalf of the CME Parties) may at any time waive, in whole or in
      part, conditionally or unconditionally, any condition set out in Clause
      6.1
      above by notice in writing to PPF.








	 	
      6.3.2
	
      CME
      ME and PPF shall regularly communicate with each other with respect to the
      progress of either Party towards the satisfaction of the conditions to
      Closing and any problems experienced or foreseeable with respect to
      satisfaction of such conditions.








	 	
      6.3.3
	
      PPF
      shall (unless the condition is capable of waiver and has been waived by
      CME ME) promptly give written notice to the CME Parties of the
      satisfaction of the relevant conditions on becoming aware of the
      same.








	 	
      6.3.4
	
      Upon
      the satisfaction or waiver, if appropriate, of all of the conditions set
      out in Clause 6.1,
      the Parties shall agree on a time and place, and such other matters as
      need to be arranged, for Closing as provided in Clause 7.




 




















 


	 	
      6.3.5
	
      In
      the event that PPF will not be able to satisfy the conditions set out in
      Clause 6.1 on
      or before the Last Date for Closing, PPF shall promptly, and in any event
      not less than 3 Business Days before the Last Date for Closing, give
      written notice to the CME Parties of its inability to satisfy such
      conditions.








	 	
      6.3.6
	
      In
      the event that CME ME will not be able to satisfy the condition set out in
      Clause 6.1.14 on
      or before the Last Date for Closing, CME ME shall promptly, and in any
      event not less than 3 Business Days before the Last Date for Closing, give
      written notice to PPF of its inability to satisfy such
      condition.








	 	
      6.3.7
	
      If
      any condition specified in Clause 6.1 is
      not satisfied (or has not been waived by the relevant Party) on or before
      the Last Date for Closing, except as specifically provided in Clauses
      6.1.3
      and 6.1.5,
      this Agreement shall, unless otherwise agreed by the Parties, terminate
      and the provisions of Clause 9
      shall apply; provided, however, that the Last Date for Closing shall be
      extended to October 1, 2005, if all other conditions specified in Clause
      6.1
      are satisfied on or before July 1, 2005, other than the condition in
      Clause 6.1.1,
      or if the Parties agree no later than 3 Business Days prior to July 1,
      2005, that all such conditions to Closing (other than the condition in
      Clause 6.1.1)
      are likely to be satisfied by October 1, 2005, and that extension of the
      Last Date for Closing is necessary in order to achieve satisfaction of the
      condition in Clause 6.1.1.








	
      7
	
      Closing








	
      7.1
	
      Time
      and Place of Closing








	 	
      7.1.1
	
      Closing
      shall take place in Prague, Czech Republic at the offices of Dewey
      Ballantine, or such other location as may be agreed by the Parties, on a
      Business Day to be specified by the Parties pursuant to Clause
      6.3.4
      following the satisfaction or waiver of the conditions set out in Clause
      6.1
      (the "Closing
      Commencement Date").








	 	
      7.1.2
	
      The
      Parties agree that the Closing Commencement Date shall take place on the
      first Business Day of a month, and to the extent practicable, on the first
      Business Day of a calendar quarter. The Closing Management Report and any
      other financial report to be delivered in connection with the Closing
      shall be as at the last day of the month immediately preceding the Closing
      Commencement Date.








	 	
      7.1.3
	
      Upon
      the completion of all of the actions described in this Clause 7,
      which the Parties acknowledge may take several Business Days, the Closing
      shall be deemed complete (the "Closing
      Completion Date").








	 	
      7.1.4
	
      All
      transactions constituting Closing will be deemed to take place
      simultaneously, and for purposes of this Agreement, no delivery or payment
      shall be deemed to have been made until all the transactions to be made at
      Closing have been completed.








	
      7.2
	
      PPF's
      Closing Obligations




 




















 

On or
before Closing PPF shall:





	 	
      7.2.1
	
      deliver
      or shall procure the delivery to CME ME of:








	 	
      (i)
	
      the
      Transfer Agreements duly executed by all parties thereto other than CME
      ME, Newco or
      Oldco;








	 	
      (ii)
	
      the
      Programming Library Transfer Agreement duly executed by AQS and CET
      21;








	 	
      (iii)
	
      the
      TV Nova Group Agreement duly executed by
PPF;








	 	
      (iv)
	
      the
      Oldco Promissory Note Assignment Agreement(s) duly executed by
      PPF;








	 	
      (v)
	
      the
      PPF Promissory Note duly executed by PPF;








	 	
      (vi)
	
      the
      CME Loan Notes duly endorsed for exchange for the CME Consideration
      Shares;








	 	
      (vii)
	
      the
      Subscription Agreement duly executed by the Designated
      Shareholders;








	 	
      (viii)
	
      the
      Registration Rights Agreement duly executed by the Designated
      Shareholders;








	 	
      (ix)
	
      the
      PPF Loan Agreement duly executed by PPF;








	 	
      (x)
	
      the
      Guarantee duly executed by PPF a.s. and the PPF Group Guarantee duly
      executed by PPF Group N.V.;








	 	
      (xi)
	
      the
      Smejc Agreement duly executed by Smejc and
PPF;








	 	
      (xii)
	
      the
      Controlling Reports for 2004, along with evidence that such Controlling
      Reports have been properly filed as provided in Clause 5.1.16;








	 	
      (xiii)
	
      combined
      financial statements for the TV Nova Group for 2003 prepared in accordance
      with US GAAP; 








	 	
      (xiv)
	
      combined
      2004 financial statements (including cash flows and 2003 comparables) for
      the TV Nova Group prepared in accordance with US GAAP (which shall include
      only those entities required pursuant to US GAAP) and a US GAAP audit
      opinion without any qualifications in respect of such accounts, and, in
      the event that the Closing Commencement Date is after April 1, 2005,
      quarterly combined financial statements (including cash flows) for the TV
      Nova Group prepared in accordance with US GAAP (which shall include only
      those entities required pursuant to US GAAP) for any quarter of 2005
      ending not less than 30 days prior to the Closing Commencement
      Date;








	 	
      (xv)
	
      the
      Closing Management Report, which shall include Combined Accounts CET 21,
      CP 2000 and MAG MEDIA for the full year of 2004, prepared in accordance
      with Czech accounting standards, reflecting total operating revenues of
      not less than CZK 5,072,711,000, profit from operations (EBIT) of not less
      than CZK 2,367,830,000, profit before tax of not less than CZK
      2,178,130,000, and net profit of not less than CZK
      1,557,010,000;
























 


	 	
      (xvi)
	
      a
      draft of the Closing Certificate; and








	 	
      (xvii)
	
      such
      certificates, comfort letters, evidence of completion of corporate acts,
      and corporate documents of PPF and the PPF Group as may be reasonably
      required by CME ME;








	 	
      7.2.2
	
      deliver
      evidence confirming (i) the withdrawal and termination of the AHVG Claim
      as provided in Clause 5.1.14,
      if completed, (ii) removal or satisfaction of the Programming Library
      Pledge, and (iii) if the Media Council Consent for the acquisition by PPF
      of the 1.25% CET 21 Ownership Interest from CEDC has been obtained, the
      transfer to Vilja of such 1.25% CET 21 Ownership Interest, subject only to
      Media Council Consent, to the extent not
obtained;








	 	
      7.2.3
	
      procure
      that a General Meeting of each person that is a party to a Transfer
      Agreement, other than CME ME, Oldco or Newco, is held at which it is
      resolved:








	 	
      (i)
	
      to
      approve the transfers referred to in the relevant Transfer Agreements
      delivered as provided in Clause 7.2.1(i)
      above, as applicable, for registration; and








	 	
      (ii)
	
      any
      other necessary corporate matters as may be reasonably required by the CME
      Parties to be included on the agenda of such meeting;
  and








	 	
      7.2.4
	
      procure
      that a General Meeting of each of Vilja, CP 2000, MAG MEDIA, Nova
      Consulting, Media Capitol, ERIKA, CET 21 and Plejada is held at which it
      is resolved:








	 	
      (a)
	
      to
      approve the resignation of all directors agreed by the Parties and the
      appointment of directors (including three executives for CET 21) nominated
      by CME ME and PPF as provided in the TV Nova Group Agreement; and
      








	 	
      (b)
	
      any
      other necessary corporate matters as may be reasonably required by the CME
      Parties to be included on the agenda of such
meeting.








	
      7.3
	
      CME
      ME's Closing Obligations







On or
before Closing CME ME shall:





	 	
      7.3.1
	
      deliver
      or shall procure the delivery to PPF of:








	 	
      (i)
	
      the
      Transfer Agreements
      duly executed by Newco, Oldco or CME ME, as
appropriate;








	 	
      (ii)
	
      the
      TV Nova Group Agreement duly executed by CME ME, Newco and
      Oldco;
























 


	 	
      (iii)
	
      the
      Oldco Promissory Note(s) duly executed by
Oldco;








	 	
      (iv)
	
      the
      Oldco Promissory Note Assignment Agreement(s) duly executed by
      Oldco;








	 	
      (v)
	
      the
      CME Loan Notes;








	 	
      (vi)
	
      the
      PPF Loan Agreement duly executed by Oldco;








	 	
      (vii)
	
      the
      Subscription Agreement duly executed by CME
Ltd;








	 	
      (viii)
	
      the
      Registration Rights Agreement duly executed by CME
Ltd;








	 	
      (ix)
	
      the
      Smejc Agreement duly executed by CME ME, 








	 	
      (x)
	
      the
      Guarantee and the PPF Group Guarantee duly executed by CME ME and CME Ltd;
      and








	 	
      (xi)
	
      such
      certificates, evidence of completion of corporate acts and corporate
      documents of CME ME and CME Ltd as may be reasonably required by
      PPF;








	 	
      7.3.2
	
      cause
      the issue and delivery of the CME Consideration Shares to the Designated
      Shareholder(s);








	 	
      7.3.3
	
      execute
      the CME Loan Agreement;








	 	
      7.3.4
	
      cause
      Oldco to execute the CME Loan Agreement and the PPF Loan
      Agreement;








	 	
      7.3.5
	
      procure
      that a shareholders meeting of each of Newco and Oldco is held at which it
      is resolved:








	 	
      (i)
	
      to
      approve the transfers referred to in the relevant Transfer Agreements
      delivered as provided in Clause 7.2.1(i)
      above, as applicable, for registration;








	 	
      (ii)
	
      to
      approve the resignation of all such directors of Newco and Oldco as agreed
      by the Parties and the appointment of directors agreed by the Parties as
      provided in the TV Nova Group Agreement;








	 	
      (iii)
	
      to
      approve the Amended Newco Memorandum of Association and the Amended Oldco
      Memorandum of Association; and








	 	
      (iv)
	
      any
      other necessary corporate matters as may be reasonably required by the
      Parties to be included on the agenda of such meeting;
  and








	 	
      7.3.6
	
      subject
      to and in accordance with Clause 3,
      pay the Estimated Total Cash Consideration and provide to PPF all
      necessary information to confirm that such payment has been
      made.








	
      8
	
      Undertakings
      To Benefit The TV Nova Business








	
      8.1
	
      PPF's
      Undertakings
























 


	 	
      8.1.1
	
      PPF
      undertakes that for so long as both PPF (or any of its affiliates) and CME
      ME (or any of CME ME's affiliates) hold a direct or indirect interest in
      the TV Nova Group, no member of the PPF Group, nor any of its affiliates,
      shall engage or participate in, or have an interest in, directly or
      indirectly, in any manner or capacity, in any Television Business in the
      Czech Republic or in the Slovak Republic other than through the TV Nova
      Group.








	 	
      (i)
	
      Nothing
      in this Clause shall restrict the right of any of the PPF Group to own or
      control, directly or indirectly, not more than a 10% Ownership Interest of
      any entity involved in TV JOJ, or to own or control indirectly, through
      PPF's interest in the TV Nova Group such Ownership Interests of any entity
      involved in TV JOJ that remain in the TV Nova Group as of the Closing
      Completion Date.








	 	
      (ii)
	
      Nothing
      in this Clause shall restrict the right of any of the PPF Group (excluding
      specifically PPF and PPF a.s.) whose business includes the provision of
      financing, to directly or indirectly own an Ownership Interest in or
      control any entity engaged in the Television Business in the Czech
      Republic or Slovakia, provided that (i) such Ownership Interest was
      acquired as a result of foreclosing on security provided by a debtor to
      the PPF Group, (ii) no member of the PPF Group exercises any management or
      operational control over such entity, (iii) the PPF Group's ownership of
      such Ownership Interest is not a violation of the Media Act or otherwise
      exposes the TV Nova License to any risk of revocation or the TV Nova Group
      to any risk of sanctions from the Media Council, and (iv) the PPF Group
      takes all reasonable steps to dispose, on an orderly basis, of such
      Ownership Interests to persons not affiliated with the PPF
      Group.








	 	
      8.1.2
	
      PPF
      undertakes that no member of the PPF Group, or any of its affiliates,
      shall invest in or become involved (other than as a result of ownership of
      the CME Consideration Shares), whether directly or indirectly, in any
      Television Business in the Czech Republic during the period of two years
      from the later of (1) PPF Group's exit from the TV Nova Group (pursuant to
      the provisions of the TV Nova Group Agreement) and (2) the date on which
      the aggregate shareholding of the PPF Group in CME Ltd falls below 5% of
      the total outstanding CME Shares, or for such shorter period during which
      CME ME or any of its affiliates continues to retain an interest in the TV
      Nova Group.








	 	
      8.1.3
	
      PPF
      undertakes to procure the full and complete performance by Smejc of the
      Smejc Agreement, and shall be responsible for any breach thereof by Smejc
      or PPF.








	
      8.2
	
      CME
      ME's Undertakings








	 	
      8.2.1
	
      CME
      ME undertakes that for so long as CME ME (or any of its affiliates) and
      PPF (or any of its affiliates) holds a direct interest in the TV Nova
      Group, neither CME ME nor any of its affiliates, shall engage or
      participate in, directly or indirectly, in any manner or capacity, in any
      Television Business in the Czech Republic other than through the TV Nova
      Group and its associated companies, except as permitted in the TV Nova
      Group Agreement.






























	 	
      8.2.2
	
      CME
      ME undertakes that neither CME ME, nor any of its affiliates, shall invest
      in or become involved, whether directly or indirectly, in any television
      business activity in the Czech Republic during the period of two years
      from CME ME's exit from the TV Nova Group, or for such shorter period
      during which PPF Group continues to retain a direct interest in the TV
      Nova Group.








	
      8.3
	
      Effect
      of Breach of Undertakings







The
Parties acknowledge that irreparable damage would result to the other Party and
the TV Nova Business if the provisions of Clauses 8.1 and
8.2 were not
specifically enforced, and agree that a non-breaching Party shall be entitled to
any appropriate legal, equitable or other remedy, including injunctive relief,
in respect of any material failure to comply with the provisions of Clauses
8.1 to
8.2.





	
      8.4
	
      Additional
      Undertaking by PPF







PPF
undertakes that the PPF Group shall, in each of the first two years following
the Closing Completion Date, spend the same percentage of its television
advertising budget on advertising on TV Nova as the PPF Group is spending, on an
annual basis, as of the Execution Date; provided, that TV Nova continues to be
the number-one rated television broadcaster in the Czech Republic and such
advertising is offered on substantially the same terms as is provided as of the
Execution Date.





	
      8.5
	
      Additional
      Undertaking by CME ME and PPF







CME ME
and PPF undertake to present the transactions contemplated by this Agreement to
the Media Council promptly following the Execution Date.





	
      9
	
      Termination








	
      9.1
	
      Termination
      by Consent







This
Agreement may be terminated at any time by the mutual written consent of the CME
Parties and PPF.





	
      9.2
	
      Termination
      by the Parties Prior to Closing







This
Agreement may be terminated at any time prior to the Closing Completion Date
by:





	 	
      9.2.1
	
      the
      mutual written consent of the CME Parties and
PPF;








	 	
      9.2.2
	
      CME
      ME, subject to Clauses 6.1.3
      and 6.1.5,
      if there shall have been a material breach of any covenant, Warranty,
      Transaction Document or other obligation of PPF hereunder, and such breach
      shall not have been remedied within 30 Business Days after PPF became
      aware of such breach or after receipt by PPF of a notice in writing from
      CME ME specifying the breach and requesting such breach be remedied;
      or






























	 	
      9.2.3
	
      by
      PPF, if there shall have been a material breach of any covenant, Warranty,
      Transaction Document or other obligation of either of the CME Parties
      hereunder, and such breach shall not have been remedied within 30 Business
      Days after CME ME became aware of such breach or after receipt by either
      of the CME Parties of notice in writing from PPF specifying the breach and
      requesting such breach be remedied; or 








	 	
      9.2.4
	
      by
      PPF, if (i) CME ME shall have given written notice to PPF that CME ME
      desires to proceed to Closing notwithstanding its reasonable belief that
      if Closing were to occur it would have Claims against PPF for Losses in
      excess of US$ 10,000,000, along with sufficient details to enable PPF to
      evaluate the basis for CME ME's conclusions regarding such Claims, and
      (ii) within 30 Business Days of the receipt of notice from CME ME the
      Parties have not been able to agree on a basis to proceed with the
      transaction.







Notwithstanding
any other provision contained herein, no Party may terminate this Agreement as a
result of any change in the trading price of the CME Shares on or after the
Execution Date.





	
      9.3
	
      Automatic
      Termination







This
Agreement shall terminate automatically upon the Last Date for Closing (except
as provided in Clause 6.3.7) if (i)
any condition specified in Clause 6.1 is not
satisfied (and has not been waived by the relevant Party) on or before the Last
Date for Closing or (ii) if the Closing Commencement Date has not occurred on or
before the Last Date for Closing, in either case as a result of:





	 	
      9.3.1
	
      any
      action or failure to act on the part of PPF (other than any such action or
      failure to act that is due to the gross negligence or willful misconduct
      of any CME Party);








	 	
      9.3.2
	
      any
      action or failure to act on the part of either CME Party (other than any
      such action or failure to act that is due to gross negligence or willful
      misconduct of PPF); or








	 	
      9.3.3
	
      any
      circumstance other than as set out or addressed in Clauses 9.3.1 or
      9.3.2
      above.








	
      9.4
	
      Payments
      Upon Termination







In the
event of termination of this Agreement:





	 	
      9.4.1
	
      by
      CME ME pursuant to Clause 9.2.2,
      then PPF shall pay to CME ME the sum of US$ 25,000,000;
  or








	 	
      9.4.2
	
      by
      PPF pursuant to Clause 9.2.3,
      then CME ME shall pay to PPF the sum of US$ 25,000,000;
  or








	 	
      9.4.3
	
      by
      PPF pursuant to Clause 9.2.4,
      then PPF shall pay to CME ME the sum of US$ 25,000,000;
  or
























 


	 	
      9.4.4
	
      automatically
      pursuant to Clause 9.3.1, then PPF shall pay to CME ME the sum of US$
      25,000,000; or








	 	
      9.4.5
	
      automatically
      pursuant to Clause 9.3.2,
      then CME ME shall pay to PPF the sum of US$
25,000,000.








	
      9.5
	
      Effects
      of Termination








	 	
      9.5.1
	
      In
      the event of termination of this Agreement prior to the Closing Completion
      Date:








	 	
      (i)
	
      Clauses
      9.4,
      19.1
      and 19.2
      shall survive any such termination, and Clauses 13, 14
      and 15
      shall survive any such termination for the purposes only of enforcing
      Clauses 9.4,
      19.1
      and 19.2;
      and








	 	
      (ii)
	
      accrued
      rights arising in any way out of this Agreement other than out of Clauses
      9.4,
      19.1
      and 19.2 as
      at the date of termination shall be extinguished, and the aggregate
      liability of the relevant Party under this Agreement shall be limited to
      US$ 25,000,000.








	 	
      9.5.2
	
      In
      the event of termination of this Agreement after the Closing Completion
      Date:








	 	
      (i)
	
      Clauses
      10,
      11,
      13, 14,
      15,
      and 19
      and the Guarantee and the PPF Group Guarantee (or such Security as may be
      in effect at the time of termination) shall survive any such
      termination;
      and








	 	
      (ii)
	
      accrued
      rights arising in any way out of this Agreement as at the date of
      termination shall not be affected,
      except to the extent that the CME Parties and PPF agree otherwise in
      writing in connection with any termination by mutual
    consent.








	 	
      9.5.3
	
      In
      the event of termination of this Agreement at any time the CME Parties
      shall take all such steps as are reasonably practicable to return any
      confidential information concerning the TV Nova Business to PPF, and PPF
      shall take all such steps as are reasonably practicable to return any
      confidential information concerning the business of the CME Parties to CME
      ME.








	
      10
	
      Indemnity








	
      10.1
	
      Indemnity
      by PPF








	 	
      10.1.1
	
      Subject
      to the limitations provided in Clause 11,
      PPF shall indemnify and keep indemnified the CME Parties and their
      affiliates and subsidiaries, including the TV Nova Group, and their
      respective representatives, officers, directors, shareholders and
      controlling persons (the "CME
      Protected Parties")
      from and against all costs, claims, demands, damages, expenses, penalties,
      fines, liabilities or losses (including the reasonable fees and expenses
      of investigation and counsel (collectively, "Losses")
      whatsoever arising out of or in connection
with:























 



	 	
      (i)
	
      any
      false, incorrect or misleading Warranty by PPF or any of its
      affiliates,








	 	
      (ii)
	
      any
      and all actions, suits, proceedings, claims, demands, assessments,
      judgments incidental to the foregoing or the enforcement of such
      indemnification, and








	 	
      (iii)
	
      any
      item subject to indemnification as identified in Clauses 10.1.2 or
      10.1.3.








	 	
      10.1.2
	
      Subject
      to the limitations provided in Clause 11,
      in addition to the foregoing provisions of Clause 10.1.1,
      without limiting the generality of such provisions, PPF agrees to
      indemnify and hold harmless the CME Protected Parties against any Losses
      in respect of: 








	 	
      (i)
	
      the
      non-fulfillment of any agreement, covenant or obligation by PPF or any of
      its affiliates provided herein or in any other Transaction
      Document,








	 	
      (ii)
	
      any
      and all liability whatsoever, however imposed (including any claim
      asserted or deficiency assessed against or collected from or paid by the
      CME Parties or the TV Nova Group), in respect of any Taxes (including any
      penalties, interest and fines thereon whether accrued before or after the
      Closing Completion Date) of the TV Nova Group for any and all periods up
      to and including the period ending on the Closing Completion Date
      (including in connection with any Tax return filed after the Closing
      Completion Date); 








	 	
      (iii)
	
      any
      Zelezny Claims or AHVG Claims; 








	 	
      (iv)
	
      any
      Smejc Claims, Gerner Claims or Komar Claims;









	 	
      (v)
	
      any
      Claims by any CME Protected Party against Smejc arising out of any breach
      by Smejc of any Transaction Document;








	 	
      (vi)
	
      any
      and all liability whatsoever arising with respect to or as a result of (1)
      the business of any direct or indirect subsidiary of CP 2000 as of the
      Execution Date that is not a member of the TV Nova Group, including but
      not limited to CPI, Europa TV, MEF Media, a.s., and EDIKON, a.s., or the
      transfer of those persons out of the TV Nova Group by PPF prior to the
      Closing Commencement Date, (2) the licensing or business of Galaxie Sport
      or the acquisition of any Galaxie Sport Ownership Interest by PPF prior to
      such time, if ever, that Galaxie Sport becomes part of the TV Nova Group,
      (3) the licensing or business of TV JOJ prior to the Closing Commencement
      Date or the disposal of any TV JOJ Ownership Interest by PPF prior to the
      Closing Commencement Date, or any liabilities arising in connection with
      any TV JOJ Ownership Interest remaining in the TV Nova Group as of the
      Closing Commencement Date, or the transfer of any remaining TV JOJ
      Ownership Interest out of the companies in the TV Nova Group, including
      but not limited to the transfer of TV Global and MAC TV, or (4) the
      lawsuit filed by CSOB in the City Court in Prague under Reference Number
      41 Cm 108/2003, or any related Claim;
























 


	 	
      (vii)
	
      any
      liability arising out of or resulting from the Programming Library
      Pledge;








	 	
      (viii)
	
      any
      breach by AQS of the Programming Library Transfer
    Agreement;








	 	
      (ix)
	
      the
      revocation or cancellation of the TV Nova License, based on facts or
      circumstances that occurred prior to the Closing Completion
      Date;








	 	
      (x)
	
      Vilja
      not having good title to the 52.075% CET 21 Ownership
      Interest;








	 	
      (xi)
	
      PPF
      not having good title to the 100% CP 2000 Ownership Interest;
    








	 	
      (xii)
	
      any
      Krsak Claims; and 








	 	
      (xiii)
	
      any
      and all actions, suits, proceedings, claims, demands, assessments,
      judgments incidental to the foregoing or the enforcement of such
      indemnification.








	 	
      10.1.3
	
      Subject
      to the limitations provided in Clause 11,
      in addition to the foregoing provisions of Clauses 10.1.1
      and 10.1.2,
      without limiting the generality of such provisions, PPF agrees to
      indemnify and hold harmless the CME Protected Parties against any Losses
      in respect of: 








	 	
      (i)
	
      any
      and all liability whatsoever, however imposed, whether paid by the CME
      Parties or the TV Nova Group, in respect of any fraudulent or criminal act
      or omission by PPF or any member of the PPF Group or any officer,
      director, representative, employee or agent thereof in respect of the
      ownership and operation of the TV Nova Group; and









	 	
      (ii)
	
      any
      and all actions, suits, proceedings, claims, demands, assessments,
      judgments incidental to the foregoing or the enforcement of such
      indemnification.








	
      10.2
	
      Indemnity
      by CME







Subject
to the limitations provided in Clause 11, CME ME
shall indemnify and keep indemnified PPF and its affiliates and subsidiaries
(the "PPF
Protected Parties") from
and against all Losses whatsoever arising out of or in connection
with:





	 	
      (i)
	
      any
      false, incorrect or misleading Warranty by any of the CME Parties;
      








	 	
      (ii)
	
      the
      non-fulfillment of any agreement, covenant or obligation by the CME
      Parties provided herein or in any other Transaction Document; and
      








	 	
      (iii)
	
      any
      and all actions, suits, proceedings, claims, demands, assessments,
      judgments incidental to the foregoing or the enforcement of such
      indemnification.








	
      10.3
	
      Threshold
      for Indemnification







No Losses
shall be subject to the indemnification pursuant to Clauses 10.1.1,
10.1.2, or
10.2
unless:





















 


	 	
      (i)
	
      any
      such individual Loss exceeds an amount of US$ 250,000;
  and








	 	
      (ii)
	
      the
      aggregate of all Losses incurred by any Protected Party shall equal or
      exceed US$ 1,000,000, but once such threshold of Losses has occurred, all
      Losses (including those taken into account in determining such threshold
      shall be subject to indemnity.








	
      10.4
	
      Notice
      of Potential Indemnity Claims








	 	
      10.4.1
	
      If
      any CME Protected Party becomes aware of any matter not involving a Third
      Party Claim, in respect of which it is or can reasonably be expected to
      make an Indemnity Claim, CME ME shall, or shall procure that the CME
      Protected Party, promptly notify PPF, as the prospective indemnifying
      Party, of such matter. If any PPF Protected Party becomes aware of any
      matter not involving a Third Party Claim, in respect of which it is or can
      reasonably be expected to make an Indemnity Claim, PPF shall, or shall
      procure that the PPF Protected Party, promptly notify CME ME, as the
      prospective indemnifying Party, of such
matter.








	 	
      10.4.2
	
      If
      any Protected Party becomes aware of any matter involving a Third Party
      Claim, in respect of which it is or can reasonably be expected to make an
      Indemnity Claim, it shall within 20 Business Days after receipt by the
      Protected Party of notice of the commencement (which shall include letters
      before action, notice that that Third Party Claims have been filed in any
      competent court or tribunal or an invitation to settlement discussion and
      analogous measures) of the potentially indemnifiable Third Party Claim,
      cause the Party with whom it is affiliated to give notice to the
      prospective indemnifying Party of the commencement of such Third Party
      Claim, provided however that the failure to notify the prospective
      indemnifying Party of the Third Party Claim pursuant to this Clause
      10.4.2
      shall not prejudice the Protected Party's right to make an Indemnity Claim
      in respect of the relevant Third Party Claim pursuant to Clause
      10.5,
      except to the extent that the prospective Indemnifying Party demonstrates
      that the defense of the Third Party Claim is materially prejudiced by the
      Indemnified Party's failure to give notice pursuant to this Clause
      10.4.2.








	
      10.5
	
      Notice
      of Indemnity Claims








	 	
      10.5.1
	
      An
      Indemnity Claim shall be asserted by written notice from the Protected
      Party asserting such Claim (the "Indemnified
      Party")
      to the Party from whom indemnification is sought (the "Indemnifying
      Party").
      For all purposes under this Agreement, and without prejudice to the rights
      of the CME Protected Parties, CME ME has agreed that it will act as the
      Indemnified Party for all Indemnity Claims involving the CME Protected
      Parties, and no CME Protected Party other than CME ME and CME Ltd shall be
      entitled to prosecute any Indemnity Claim against
PPF.








	 	
      10.5.2
	
      The
      notice shall include information regarding the nature and basis for the
      Indemnity Claim and an estimate of the amount of Losses (detailing, to the
      extent practicable, the Indemnified Party's calculation of the Losses
      thereby alleged to have been suffered by it)
demanded.






























	
      10.6
	
      Defense
      of Third Party Claims








	 	
      10.6.1
	
      As
      soon as an Indemnified Party has asserted an Indemnity Claim involving a
      Third Party Claim, it shall thereafter consult with the Indemnifying Party
      in respect of the Third Party Claim and permit, and procure that any
      relevant Protected Party shall permit, the Indemnifying Party and its
      advisers reasonable access to relevant employees, premises, chattels,
      documents and records (including the right to take copies at Indemnifying
      Party's expense of such documents and records) for the purposes of
      investigating the matter and enabling Indemnifying Party to take any
      action permitted by this Clause 10.








	 	
      10.6.2
	
      Subject
      to the Indemnifying Party indemnifying the Indemnified Party or other
      relevant Protected Party against any liabilities, losses or expenses which
      it may reasonably suffer or incur thereby and which it would not otherwise
      suffer or incur, the Indemnifying Party shall be entitled by notice in
      writing to Indemnified Party at any time to require that the Indemnifying
      Party shall thereafter on behalf of the Indemnified Party or other
      Protected Party have the sole conduct, control and costs of the
      indemnified Third Party Claim. Following such notice, the Indemnifying
      Party shall be entitled to avoid, dispute, resist, settle, compromise,
      defend or appeal the Third Party Claim; provided, however, that any action
      to avoid, dispute, resist, settle, compromise, defend or appeal any Third
      Party Claim shall not create or be reasonably expected to create any
      Losses for any Protected Party; and provided, further that in no event
      shall the Indemnifying Party enter into any settlement, compromise or
      similar arrangement of such Third Party Claim if the amount of such Third
      Party Claim, when aggregated with all such other Indemnity Claims then
      outstanding, exceeds the amount of total indemnity then available pursuant
      to Clause 11.3 or
      11.12 as
      applicable. The Indemnified Party shall not do and shall procure that no
      other Protected Party shall do anything inconsistent
      therewith.








	 	
      10.6.3
	
      If
      the Indemnifying Party assumes the defense of a Third Party Claim, the
      Indemnified Party shall, and shall procure that each relevant Protected
      Party shall, give to the Indemnifying Party all such information and
      assistance as the Indemnifying Party may reasonably require for the
      purpose of such defense, including without limitation instructing any such
      lawyers or other professional advisers as the Indemnifying Party may
      nominate to act on behalf of the Indemnified Party but in accordance with
      the Indemnifying Party's instructions.








	 	
      10.6.4
	
      The
      Indemnifying Party shall keep the Indemnified Party informed of all
      material developments in relation to any Third Party Claim in respect of
      which the Indemnified Party has served a notice pursuant to this Clause
      10 by
      providing written reports on a quarterly basis or more frequently, where
      reasonably necessary, that contain such information as the Indemnified
      Party shall reasonably require or
request.
























 


	 	
      10.6.5
	
      Where
      the Indemnifying Party has not by a notice pursuant to this Clause
      10
      assumed sole conduct, control and costs in relation to a Third Party
      Claim, the Indemnified Party shall and shall procure that each relevant
      Protected Party shall:








	 	
      (i)
	
      keep
      the Indemnifying Party informed of all material developments in relation
      to the Third Party Claim by providing written reports on a quarterly basis
      or more frequently, where reasonably necessary, that contain such
      information as the Indemnifying Party shall reasonably
      require;








	 	
      (ii)
	
      not
      make any admission of liability, agreement, settlement or compromise with
      any third party in relation to the Third Party Claim without the prior
      written consent of the Indemnifying Party, such consent not to be
      unreasonably withheld or delayed; 








	 	
      (iii)
	
      take
      all actions that the Indemnifying Party may reasonably request to avoid,
      dispute, resist, defend or appeal the Third Party Claim; provided, that
      any such action to avoid, dispute, resist, settle, compromise, defend or
      appeal any Third Party Claim shall not create or be reasonably expected to
      create any Losses for any Protected Party;








	 	
      (iv)
	
      procure
      that no Third Party Claim relating to Tax is settled or otherwise
      compromised without the Indemnifying Party's prior written consent, such
      consent not to unreasonably withheld or
delayed.








	 	
      10.6.6
	
      In
      addition, if the Third Party Claim relates to Tax, the Indemnified Party
      shall, and shall procure that each relevant Protected Party shall, take
      such action as the Indemnifying Party may reasonably and promptly by
      written notice request, including (without limitation) the relevant
      Protected Party applying to postpone (so far as legally possible) the
      payment of any Tax; provided, that such Third Party Claim shall include
      any penalties, interest or fines incurred as a result of such
      postponement.








	 	
      10.6.7
	
      Unless
      an Indemnifying Party elects, pursuant to Clause 10.6,
      to assume the control and costs of defense, the costs of defense of any
      Third Party Claims, including any Krsak Claim but excluding those Claims
      referred to in Clause 10.6.8,
      shall be the responsibility of the TV Nova Group, provided that such costs
      borne by the TV Nova Group shall include only the reasonable costs of
      attorneys, experts, other advisors, court fees, and related items, and
      shall not include the cost of any judgment or award made in favor of any
      claimant.








	 	
      10.6.8
	
      Regardless
      of whether PPF elects, pursuant to Clause 10.6,
      to assume the control and costs of defense, the cost of the prosecution,
      defense and resolution of any Zelezny Claims, AHVG Claims, Komar Claims,
      Gerner Claims or Smejc Claims, including any judgment or award made in
      favor of any claimant or any settlement or compromise payment made in
      respect of any such Claim, shall be borne solely by PPF. If any of such
      costs are incurred in the first instance by the TV Nova Group, PPF shall
      reimburse the TV Nova Group for all such costs reasonably
      incurred.






























	 	
      10.6.9
	
      The
      cost of any payments made to Krsak in connection with a Krsak Claim or
      settlement or other resolution of a Krsak Claim shall be borne by PPF,
      unless CME ME and PPF agree that such costs shall be borne by the TV Nova
      Group.








	 	
      10.6.10
	
      The
      Party responsible for the defense of any Claim shall keep the other Party
      reasonably informed of all material developments in relation to any such
      Claim by providing written reports on a quarterly basis or more
      frequently, where reasonably necessary, that contain such information as
      the Indemnified Party shall reasonably
require.








	
      11
	
      Limitation
      Of Liability








	
      11.1
	
      General








	 	
      11.1.1
	
      The
      Parties acknowledge that the occurrence of Closing shall not prejudice the
      rights of the Parties with respect to any claims concerning the Warranties
      of any other Party made as of the Closing Commencement Date or the
      performance or failure to perform by any other Party of its obligations
      under this Agreement that were due to be performed prior to
      Closing.








	 	
      11.1.2
	
      The
      value of any Losses claimed by one Party against another Party shall be
      reduced by the value of any related savings or other net benefits gained
      by the Party entitled to such Losses as a result of such violation, and by
      any amounts with respect to such Losses that the injured Party recovers
      with respect to such Losses through insurance policies or other
      guarantees.








	 	
      11.1.3
	
      PPF's
      liability under Clause 10 in
      respect of any Loss resulting from Tax shall not arise to the extent that
      (i) the corresponding provision or reserve in respect of that liability to
      Tax (other than deferred tax) has been made in the Closing Audit Report or
      to the extent that payment or discharge of such liability to Tax (other
      than deferred tax) has been taken into account in the Closing Audit
      Report, (ii) the corresponding provision or reserve in respect of that
      liability to Tax has been made in the Closing Audit Report which is
      insufficient only by reason of any increase in rates of Tax or change in
      Tax Law after the date hereof having retrospective effect, (iii) it is a
      liability to Tax which arises directly from a voluntary act or transaction
      (a) that could reasonably have been avoided without any adverse affect on
      the CME Parties or any of their affiliates or the TV Nova Business and any
      negative impact of which giving rise to a Loss could reasonably have been
      expected by the CME Parties, and (b) that is carried out by the CME
      Parties or the TV Nova Group after the Closing Completion Date otherwise
      than in the ordinary course of business, except for any such voluntary act
      or transaction carried out with the prior written consent of PPF or
      carried out pursuant to any Tax Law. Notwithstanding the foregoing, PPF's
      liability shall not be reduced in respect of any reasonable action
      undertaken by the CME Parties or the TV Nova Group after the Closing
      Completion Date to minimize exposure to Tax for periods up to and
      including the Closing Completion Date. 
























 


	 	
      11.1.4
	
      If
      PPF pays to or for the benefit of the CME Parties or the TV Nova Group an
      amount in respect of any Losses and TV Nova Group or any CME Protected
      Party subsequently receives from any other person any payment or benefit
      in respect of the matter giving rise to such Claim, the CME Parties shall
      thereupon pay to PPF an amount equal to the payment or benefit received
      (except to any extent that the liability of PPF in respect of such Losses
      was reduced to take account of such payment or
benefit).








	 	
      11.1.5
	
      Each
      Party shall be under an obligation to take all reasonable steps and to
      procure that all other Protected Parties take all reasonable steps to
      mitigate any Loss which is or might become the subject of a Claim against
      another Party before making an Indemnity Claim against such other Party;
      provided, however, the obligation to mitigate shall not include the
      obligation to bring any action or make any claims against any third
      person, but provided further that any Indemnifying Party shall have the
      right to subrogate to any claim of the Indemnified Party against any such
      third person, after the Indemnifying Party has fully covered all Losses of
      the Indemnified Party.








	
      11.2
	
      Time
      for Making Claims







The
liability of the CME Parties and PPF for any false, incorrect or misleading
Warranty and for any partial or complete failure to fulfil or incorrect
fulfilment of their obligations hereunder, or for indemnification relating to
such matters, shall be limited to the Claims made by the claiming Party to the
other Party in writing in accordance with Clause 10.5 above,
on or before the second anniversary of the Closing Completion Date; provided,
however, that: 





	 	
      (i)
	
      with
      respect to any Claims made by the CME Protected Parties related to Zelezny
      Claims, AHVG Claims, Gerner Claims, Komar Claims, Krsak Claims for damages
      arising from facts or circumstances prior to the Closing Completion Date,
      the failure of PPF to transfer to the TV Nova Group good title to the 100%
      CP 2000 Ownership Interest or the failure of Vilja to have good title to
      the 52.075% CET 21 Ownership Interest, the liability of PPF shall extend
      to Claims made by the claiming CME Protected Party to PPF in writing on or
      before the third anniversary of the Closing Completion
    Date;








	 	
      (ii)
	
      with
      respect to any Claims made by the CME Protected Parties related to Taxes,
      the liability of PPF shall extend to Claims made by the claiming CME
      Protected Party to PPF in writing on or before the third anniversary of
      the later of the Closing Completion Date and the filing of the relevant
      Tax return for any tax period or portion thereof up to and including the
      Closing Completion Date; 








	 	
      (iii)
	
      with
      respect to any Claims made by the CME Protected Parties related to Smejc
      Claims or Claims against Smejc, the liability of PPF shall extend to
      Claims made by the claiming CME Protected Party to PPF in writing on or
      before the later of (a) the third anniversary of the Closing Completion
      Date or (b) three years from the expiration or termination of the Smejc
      Agreement; and
























 


	 	
      (iv)
	
      notice
      given of a potential or contingent Claim pursuant to Clause 10.4
      shall constitute duly given notice for purposes of this
      Clause.








	
      11.3
	
      Limitation
      on PPF's Liability








	 	
      11.3.1
	
      Subject
      to Clause 11.3.2,
      the aggregate liability of PPF to the CME Protected Parties for any Losses
      arising from or related to any false, incorrect or misleading Warranty and
      for indemnification relating to such matters shall be limited to an
      aggregate sum of CZK 2,000,000,000.








	 	
      11.3.2
	
      Notwithstanding
      Clause 11.3.1,
      the aggregate liability of PPF to the CME Protected Parties for any Losses
      arising from or with respect to (i) Taxes, (ii) any Zelezny Claim, (iii)
      any AHVG Claim, (iv) any Smejc Claim, (v) the failure of Vilja to have
      good title to the 52.075% CET 21 Ownership Interest, (vi) any Komar or
      Gerner Claim, (vii) Claims by any CME Protected Party against Smejc
      arising out of any breach by Smejc of any Transaction Document, (viii) any
      fraudulent or criminal act or omission by PPF or any member of the PPF
      Group or any officer, director, representative, employee or agent thereof
      in respect of the ownership and operation of the TV Nova Group, and (ix)
      for indemnification relating to all such matters, shall be limited to an
      aggregate amount equal to the Purchase
Price.








	 	
      11.3.3
	
      The
      aggregate liability of PPF to the CME Protected Parties in respect of any
      Losses howsoever caused shall be limited to an aggregate amount equal to
      the Purchase Price.








	
      11.4
	
      Allowances,
      Provisions and Reserves







PPF shall
not be liable in respect of a Claim to the extent that allowance, provision or
reserve in respect of the matter giving rise to the Claim or a specific category
of such matters was made in the Closing Audit Report.





	
      11.5
	
      Change
      in Law







PPF shall
not be liable in respect of any Claim to the extent that it arises solely as a
result of any change in any law, decree, ordinance, order or regulation having
retrospective effect occurring after the Closing Completion Date.





	
      11.6
	
      Accounting
      Bases







PPF shall
not be liable in respect of any Claim to the extent that it arises or is
increased as a result of any change after the Closing Completion Date in the
accounting bases, policies, practices or methods applied in preparing any
accounts or valuing any assets or liabilities of the Company from those used in
the Closing Audit Report.





	
      11.7
	
      Contingent
      and Non-quantifiable Liabilities







PPF shall
not be liable in respect of any Claim to the extent that it relates to a
liability which is contingent or not capable of being quantified unless and
until the liability ceases to be contingent or becomes capable of being
quantified, as the case may be.



























	
      11.8
	
      No
      Double Recovery








	 	
      11.8.1
	
      PPF
      shall not be liable in respect of any Claim to the extent that the subject
      of the Claim has been or is made good or is otherwise compensated for
      without cost to the CME Parties.








	 	
      11.8.2
	
      The
      CME Parties shall not be entitled to recover damages or otherwise obtain
      reimbursement or restitution more than once in respect of the same
      Loss.








	
      11.9
	
      CME
      Parties' Approval







PPF shall
not be liable in respect of any Claim for any Loss arising from any act or
decision taken pursuant to Clause 5.2 to the
extent that the conduct of PPF that gave rise to such Loss was undertaken at the
express direction of or with the express consent of CME ME or CME Ltd, or
otherwise as agreed in writing between CME ME and PPF.





	
      11.10
	
      Status
      of Clause 11







The
provisions of this Clause 11 shall
apply notwithstanding anything else in the Transaction Documents to the
contrary.





	
      11.11
	
      Pre-1996
      Event Facts and Circumstances







Notwithstanding
any other provision of this Agreement or another Transaction Document, PPF shall
have no liability to any CME Protected Party in relation to any Loss to the
extent it arises from any fact or circumstance occurring or existing prior to
August 30, 1996.





	
      11.12
	
      Limitation
      on CME Parties' Liability







The
aggregate liability of the CME Parties to the PPF Protected Parties for any
Losses howsoever caused shall be limited to an aggregate amount equal to US$
25,000,000, except as provided in the Subscription Agreement; provided, however,
that nothing in this Clause shall affect the obligation of the CME Parties to
pay the Purchase Price if such amount is otherwise due pursuant to this
Agreement.





	
      12
	
      Tax
      Issues








	
      12.1
	
      Tax
      Returns







Each
member of the TV Nova Group (which may act through a duly authorised agent for
the purposes of this Clause 12), shall
at its own cost, prepare and submit its statutory accounts and tax returns for
accounting periods ended on or prior to Closing Completion Date, to the extent
they have not been prepared or submitted prior to the Closing Completion Date.
PPF shall give each member of the TV Nova Group, or shall procure that each
member of the TV Nova Group is given, all such assistance as may be required to
prepare the said returns and agree them with the appropriate authorities. Each
member of the TV Nova Group shall deliver to PPF copies of all material
documentation and drafts of all material correspondence relating to the said
returns which it intends to submit to the relevant Tax Authority before
submission and give consideration to PPF's reasonable comments concerning
them.



























	
      12.2
	
      Tax
      Credits







If any
Indemnity Claim relating to Tax represents Tax for which credit is or may become
due to the TV Nova Group at a later date or in respect of which it is
subsequently found that there arises a corresponding credit or right to
repayment of Tax, the amount of the Claim relating to Tax shall nevertheless be
payable in full by PPF but if subsequently any reduction is made in the Claim
relating to Tax or it is found that PPF's liability in respect of the Claim
relating to Tax falls short of the amount paid by PPF or such credit or
repayment is received by the TV Nova Group, CME ME shall promptly repay to PPF
an amount equal to such reduction, shortfall, credit or repayment up to the
amount previously paid by PPF in respect of that Claim relating to Tax and net
of the CME ME's reasonable costs and interest on such amount. For this purpose,
no credit shall be taken to have been received by the TV Nova Group unless it
shall have relieved the TV Nova Group of a present obligation to pay
Tax.





	
      13
	
      Security








	
      13.1
	
      Required
      Security








	 	
      13.1.1
	
      On
      the Closing Commencement Date, PPF shall provide security for the
      performance by PPF of the Obligations in form of the Guarantee to be
      issued in favor of the CME Parties by the Guarantor. The Guarantee shall
      be effective from the Closing Commencement
Date.








	 	
      13.1.2
	
      On
      the Closing Commencement Date, PPF shall provide security for the
      performance by Guarantor of all Guarantor Obligations in the form of the
      PPF Group Guarantee to be issued in favor of the CME Parties by the PPF
      Group Guarantor. The PPF Group Guarantee shall be effective from the
      Closing Commencement Date, and shall be available to be called on once the
      aggregate demands made under the Guarantee amount to CZK 2,000,000,000 or
      more, provided, that all Guarantor Obligations shall be subject to this
      PPF Group Guarantee after the threshold has been
  exceeded.








	
      13.2
	
      Substitute
      Security








	 	
      13.2.1
	
      At
      any time after the Closing Completion Date PPF may replace the PPF Group
      Guarantee with Substitute Security by giving CME ME a Substitution Notice,
      and thereafter may replace any Substitute Security provided to secure the
      Guarantor Obligations with other Substitute Security by giving CME ME a
      Substitution Notice.








	 	
      (i)
	
      PPF
      shall not submit more than one Substitution Notice during any one-year
      period from the Closing Commencement Date in respect of the substitution
      of the PPF Group Guarantee except in the event that additional security is
      required for purposes of satisfying the Guarantor Obligations pursuant to
      the terms hereof or of the PPF Group
Guarantee.
























 


	 	
      (ii)
	
      Upon
      completion of the replacement of the PPF Group Guarantee with Substitute
      Security, as provided herein, the PPF Group Guarantee shall cease to be
      valid and effective.








	 	
      (iii)
	
      The
      Parties agree that any Substitution Notice with respect to the PPF Group
      Guarantee shall not contain more than three forms of Substitute Security,
      but if more than one form of Substitute Security is proposed at any one
      time, no single form of Substitute Security shall be proposed with a value
      less than US$ 40,000,000.








	 	
      (iv)
	
      At
      no time shall the Substitute Security for the Guaranteed Obligations
      consist of more than three forms of Substitute Security, unless CME ME
      shall agree otherwise.








	 	
      13.2.2
	
      At
      any time after PPF or the Guarantor has provided Initial Security pursuant
      to the Guarantee, PPF may replace the Initial Security with Substitute
      Security by giving the CME Parties a Substitution Notice.
  








	 	
      (i)
	
      PPF
      shall not submit more than one Substitution Notice during any one-year
      period from the Closing Commencement Date in respect of such substitution
      except in the event that additional security is required for purposes of
      satisfying the Guarantor Obligations pursuant to the terms here of or of
      the Guarantee.








	 	
      (ii)
	
      The
      Parties agree that any Substitution Notice with respect to the Initial
      Security shall not contain more than three forms of Substitute Security,
      but if more than one form of Substitute Security is proposed at any one
      time, no single form of Substitute Security shall be proposed with a value
      less than US$ 20,000,000.








	 	
      (iii)
	
      At
      no time shall the Substitute Security for the Obligations consist of more
      than three forms of Substitute Security.








	 	
      13.2.3
	
      Any
      Substitution Notice delivered to the CME Parties while either the
      Guarantor is in breach of its obligations under the Guarantee or the PPF
      Group is in breach of its obligations under the PPF Group Guarantee shall
      be invalid. 








	 	
      13.2.4
	
      The
      Substitution Notice shall specify:








	 	
      (i)
	
      the
      form of Substitute Security,








	 	
      (ii)
	
      the
      estimated value of the Substitute Security,








	 	
      (iii)
	
      the
      proposed substitution date (the "Substitution
      Date");
      and








	 	
      (iv)
	
      the
      procedure and contracts and other documentation necessary for the
      substitution.
























 


	 	
      13.2.5
	
      If
      the CME Parties receive a Substitution Notice in respect of security
      provided by the Guarantor, they can object to the proposed substitution
      within 15 Business Days of receipt of the Substitution Notice on the
      grounds that:








	 	
      (i)
	
      the
      value of the Substitute Security is less than the aggregate value of the
      outstanding Demand Amounts on the Substitution
Date,








	 	
      (ii)
	
      the
      Substitute Security is not reasonably liquid;
or








	 	
      (iii)
	
      the
      substitution procedure could at any time leave the CME Parties without the
      benefit of sufficient security







provided,
however, that no objection can be made to the form of any of the types of
Substitute Security specified in Clause 13.2.9.





	 	
      13.2.6
	
      If
      the CME Parties receive a Substitution Notice in respect of security
      originally provided by the PPF Group Guarantee, they can object to the
      proposed substitution within 15 Business Days of receipt of the
      Substitution Notice on the grounds that:








	 	
      (i)
	
      the
      value of the Substitute Security is less than an amount equal to the
      greater of:








	 	
      (a)
	
      CZK
      10 billion, or








	 	
      (b)
	
      the
      aggregate value of the outstanding Demand Amounts on the date of the
      Substitution Notice; or








	 	
      (ii)
	
      the
      Substitute Security is not reasonably liquid;
or








	 	
      (iii)
	
      the
      substitution procedure could at any time leave the CME Parties without the
      benefit of sufficient security.







provided,
however, that no objection can be made to the form of any of the types of
Substitute Security specified in Clause 13.2.9.





	 	
      13.2.7
	
      If
      the CME Parties object to the proposed Substitute Security on the grounds
      stated in Clauses 13.2.5(i),
      13.2.5(ii),
      13.2.6(i) or
      13.2.6(ii),
      PPF and CME may appoint the Independent Accountant to determine whether
      the CME Parties' objection is valid.








	 	
      13.2.8
	
      As
      soon as reasonably practical after the appointment of the Independent
      Accountant, PPF shall make available to the Independent Accountant all
      relevant documentation concerning the proposed Substitute Security and CME
      ME shall make available all relevant information concerning the basis for
      its objection. The Independent Accountant shall review the Substitution
      Notice and the relevant information provided by PPF and CME ME and shall,
      as promptly as practicable, and in no event later than 25 Business Days
      following the date of delivery of the relevant information described
      above, deliver to CME ME and PPF a decision as to whether the CME Parties'
      objections to the Substitute Security were
valid.
























 


	 	
      (i)
	
      The
      Independent Accountant, if appointed, shall act as an expert and not as an
      arbitrator, and its decisions on matters which shall be referred to it
      pursuant to this Clause shall be, absent manifest error, final and binding
      upon the CME Parties and PPF. PPF shall pay the fees and expenses of the
      Independent Accountant incurred in resolving the objections to the
      Substitute Security.








	 	
      (ii)
	
      If
      the Independent Accountant determines that the CME Parties' objections to
      the Substitute Security are not valid the CME Parties shall be bound to
      accept the Substitute Security proposed in the Substitution Notice,
      subject to the agreement of the CME Parties and PPF on definitive
      documentation and appropriate procedures. If the Independent Accountant
      determines that the CME Parties' objections to the Substitute Security are
      valid, no such substitution of Security shall be
made.








	 	
      (iii)
	
      During
      the pendency of any such determination by the Independent Accountant, the
      Security in effect at the time the Substitution Notice is given shall
      remain in full force and effect. 








	 	
      13.2.9
	
      Permitted
      forms of substitute security ("Substitute
      Security")
      shall consist of, at the election of PPF:








	 	
      (i)
	
      cash
      in an Escrow Account, denominated in US$, Euros or CZK,









	 	
      (ii)
	
      a
      bank guarantee to be irrevocably issued in favour of the CME Parties by a
      reputable international bank reasonably acceptable to the CME Parties
      (such bank (a) to have a credit rating for its US Dollar obligations from
      an international rating agency of no less than the credit rating of the
      Czech Republic for its sovereign foreign currency obligations, (b) to be a
      bank other than a Czech bank, and (c) to issue the bank guarantee from a
      branch situated outside of the Czech Republic) and shall be in form and
      substance reasonably acceptable to the CME Parties (a "Bank
      Guarantee"),








	 	
      (iii)
	
      a
      pledge on such number of publicly tradeable booked bearer shares of the
      common stock of Ceska pojistovna a.s. as have readily realizable value of
      not less than the amount required above with respect to the amount of such
      Security, including the right to receive dividends earned on such shares
      during the time that they are subject to the Pledge, in form and substance
      reasonably acceptable to the CME Parties (a "CP Pledge"),
      or 








	 	
      (iv)
	
      solely
      in respect of a Substitution Notice delivered in respect of the PPF Group
      Guarantee, a pledge on such number of CME Shares as have readily
      realizable value of not less than the amount required above with respect
      to the amount of such Security, including the right to receive dividends
      earned on such shares during the time that they are subject to the Pledge,
      in form and substance reasonably acceptable to the CME Parties (a
      "CME
      Pledge").








	
      13.3
	
      Financial
      Condition of Guarantors and Mandatory
Substitution






























	 	
      13.3.1
	
      During
      all periods when any Security is in the form of the Guarantee or the PPF
      Group Guarantee,








	 	
      (i)
	
      PPF
      shall promptly provide the CME Parties with (1) a copy of the Guarantor's
      audited annual financial statements, beginning with 2004, and the
      guarantor's unaudited quarterly (to the extent prepared by such guarantor)
      and half-yearly financial statements (to the extent prepared by such
      guarantor) all on the accounting basis normally used by the Guarantor, (2)
      the PPF Group Guarantor's audited annual financial statements, beginning
      with 2003, and the guarantor's audited quarterly financial statements (to
      the extent prepared by the PPF Group Guarantor) all on the accounting
      basis normally used by the PPF Group Guarantor, and PPF shall procure that
      the PPF Group Guarantor shall provide to the CME Parties certification
      that the PPF Group Guarantor has sufficient assets available to it in
      order to satisfy any Guarantor Obligations that may arise on the basis
      provided in the PPF Group Guarantee together with delivery of its annual
      financial statements and also on the request of CME ME not more often than
      quarterly (provided that the PPF Group Guarantor's failure to deliver such
      certification in response to a CME ME request shall not in any way
      constitute a waiver of or otherwise affect any of PPF's rights or the PPF
      Group Guarantor's rights under this Agreement);
and








	 	
      (ii)
	
      if
      there is a (a) decline in the Tangible Net Worth of the Guarantor by more
      than 10% from the Guarantor's Tangible Net Worth at December 31, 2004, or
      (b) material adverse change in the financial standing or creditworthiness
      of any guarantor since December 31, 2003, (x) PPF shall immediately notify
      CME ME of such occurrence and (y) within five Business Days of becoming
      aware of such occurrence give to the CME Parties a Substitution Notice or
      certify to the reasonable satisfaction of CME ME that notwithstanding the
      decline in Tangible Net Worth of the Guarantor or Total Assets or
      Shareholders Equity of the PPF Group Guarantor that the PPF Group
      Guarantor has sufficient assets available to it in order to satisfy any
      Guarantor Obligations that may arise; provided, that it is acknowledged
      that such certification will be satisfactory to CME ME if it is made on
      the basis of a then current consolidated balance sheet of the PPF Group
      Guarantor; and







provided,
further, that nothing in this Clause or this Agreement shall entitle the CME
Parties or their advisors or lenders to require the PPF Group Guarantor to
participate in any valuation or creditworthiness examinations, or due diligence,
or deliver any information, other than (1) pursuant to Clause 5.1.7 if and
when agreed in each particular case, (2) in connection with the provision of
Substitute Security pursuant to Clause 13.2, or (3)
a dispute pursuant to Clause 15.





	 	
      13.3.2
	
      Upon
      issuance of a Substitution Notice pursuant to Clause 13.3.1(ii),
      the Parties shall proceed as provided in Clause 13.2.6.
      If CME ME makes valid objections to the Substitute Security proposed as
      provided in Clause 13.3.1,
      PPF shall be obliged to provide to CME ME another form of Substitute
      Security that reasonably satisfies the CME
Parties.






























	
      13.4
	
      Costs
      and Expenses







All the
costs and expenses incurred in connection with the substitution procedure
(including any legal fees of the CME Parties and taxes) and the costs and
expenses incurred in connection the Substitute Security itself (including any
bank costs related to Escrow Accounts or the provision of bank guarantees) shall
be borne entirely by PPF.





	
      13.5
	
      Further
      Assurances Regarding Security







PPF shall
promptly give the CME Parties all such assistance as they may reasonably require
to enable the CME Parties to perfect the CME Parties rights to any Substitute
Security and the CME Parties' rights thereunder, including without limitation
the registration of any CP Pledge or CME Pledge on the Substitution
Date.





	
      13.6
	
      Duration
      of Security








	 	
      (i)
	
      The
      Security shall remain in full force and effect until released by the CME
      Parties upon the later
      of (i) the expiration of the statute of limitations period for claims that
      could have been
      asserted on or before the third anniversary of the Closing Completion Date
      and (ii) resolution of any Indemnity Claims by any CME Protected Party
      that are outstanding on that date.








	 	
      (ii)
	
      The
      total amount of Security required to be provided following the third
      anniversary of the Closing Completion Date shall be limited to the amount
      of Indemnity Claims that are outstanding on that
date.








	
      14
	
      Governing
      Law







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





	
      15
	
      Dispute
      Resolution







Any
disputes, claims or controversy arising out of or related to this Agreement,
including any question as to its formation, validity, interpretation or
termination, that cannot be resolved by negotiations between the Parties shall
be settled by arbitration on an ad
hoc basis in
accordance with the UNCITRAL Arbitration Rules, by three arbitrators appointed
by the Parties or otherwise appointed by the London Court of International
Arbitration in accordance with such rules. Unless the Parties agree otherwise,
any arbitration proceeding shall be conducted in two phases, beginning with a
determination of the merits of the dispute, and followed, if necessary, by a
determination of the relevant damages or other relief. The arbitration shall be
conducted in London and all documents and proceedings shall be in the English
language. Any of the Parties shall have the right to initiate the
proceedings.



























	
      16
	
      Non-Business
      Days







If
Closing or any other performance would otherwise be required by the terms of
this Agreement or any other Transaction Document to take place on a day which is
not a Business Day, it will instead take place on the next Business Day.






	
      17
	
      Amendments







This
Agreement may be amended or modified only if in writing (including a writing
evidenced by a facsimile transmission) and signed by all of the Parties.
Notwithstanding the provisions of Clause 22.2, the
Parties may amend or modify this Agreement in any way without the consent of the
Protected Parties.





	
      18
	
      Counterparts







This
Agreement may be executed in any number of counterparts each of which when
executed shall constitute an original of this Agreement and all the counterparts
together shall constitute one and the same instrument.





	
      19
	
      Confidentiality
      and Announcements








	
      19.1
	
      Non-Disclosure








	 	
      19.1.1
	
      The
      Parties shall not divulge or communicate to any person (other than those
      of its employees and professional advisers whose province it is to know
      the same) or use or exploit for any reason whatsoever this Agreement, the
      matters contemplated hereby, any other Transaction Document, or the
      information disclosed by any Party to another Party, and shall use its
      reasonable endeavors to prevent its employees from so
    acting.








	 	
      19.1.2
	
      No
      announcement concerning this Agreement or any other Transaction Document
      shall be made by any Party without the prior written approval of the other
      Party, such approval not to be unreasonably withheld or delayed. Prior to
      any public announcement relating to any Transaction Document the Parties
      shall agree on the timing and content of any
  announcement.








	 	
      19.1.3
	
      Notwithstanding
      the provisions of Clauses 19.1 to
      19.1.2
      above, any Party may make an announcement or disclosure concerning this
      Agreement or any other Transaction
Document:








	 	
      (i)
	
      if
      required by
      law or
      requirement of any securities exchange or regulatory or governmental body
      to which that Party is subject, wherever situated, whether or not the
      requirement has the force of law, or








	 	
      (ii)
	
      to
      a Party's or its affiliates'
      directors, officers, employees, professional advisers, counsel, rating
      agencies, and lenders or other providers of funds (a) who are directly
      concerned with this Agreement or any other Transaction Document or any
      related arrangements or transactions, and (b) whose knowledge of
      such
      information is
      essential, and (c) who by its position or otherwise is under duty to
      observe confidentiality in dealing with this Agreement and such related
      arrangements or otherwise must comply with the provisions of this
      Agreement in respect of confidentiality.






























	
      19.2
	
      Duration
      of Restrictions







The
restrictions contained in this Clause 19 shall
continue to apply for the period of three years following the expiration or
termination of this Agreement.





	
      19.3
	
      Public
      Support







To the
extent permitted by law and the foregoing obligations, each Party undertakes to
provide the others with reasonable public support in relation to the matters
contemplated in this Agreement.





	
      20
	
      Notices








	
      20.1
	
      Form
      of Notice








	 	
      20.1.1
	
      A
      notice under this Agreement shall only be effective if it is in writing,
      otherwise being deemed null and void.








	 	
      20.1.2
	
      Notices
      (including accompanying papers) with respect to this Agreement shall be
      prepared in the English language or, in respect of accompanying papers,
      accompanied by a certified English
translation.








	
      20.2
	
      Addresses
      for Notices







Notices
under this Agreement shall be sent to a Party at its address set forth on the
first page hereof or faxed to the fax number and for the attention of the
individual set out below:





	 	
      (A)
	
      if
      to CME Ltd, or








	 	
      (B)
	
      if
      to CME ME, 








	 	
      all
      to:
	
      Central
      European Media Enterprises





	 	
      
	
      for
      the attention of General Counsel





	 	
      
	
      fax
      number: +44 20 7430 5403








	 	
      (C)
	
      if
      to PPF 








	 	
      to:
	
      c/o
      PPF a.s.








	 	
      
	
      fax
      number: +420 2 559222







with a
copy to:




Brzobohaty,
Broz & Honsa


for the
attention of Josef Broz


fax
number: +420 2 34091366


























Any such
notice shall be effective on the date of the fax transmission, provided that a
facsimile-generated confirmation statement is retained by the sender and
delivered to the recipient upon request and that the date of delivery that does
not occur on a Business Day during normal business hours shall be deemed to be
the next succeeding Business Day.




Each
Party may change its notice details on giving notice to the other Parties of the
change in accordance with this Clause 20. Such
change shall become effective five Business Days following the making of the
notice.





	
      21
	
      Assignment








	
      21.1
	
      Successors







This
Agreement shall be binding on and inure for the benefit of each Party's
successors in title.





	
      21.2
	
      Restriction
      on Assignment







No Party
shall assign or transfer (by way of corporate restructuring or otherwise), or
declare any trust in favor of a
third party over, all or any part of its obligations or undertakings under this
Agreement without the prior written consent of the other Parties, which shall
not be unreasonably withheld; provided, however, that CME ME may effect such an
assignment, transfer or declaration of trust in order to grant security
interests to a non-affiliated financial institution for purposes of securing
financing; and provided further, however, that PPF may only withhold consent to
any other assignment or transfer by either of the CME Parties to CME Ltd or any
of the CME Parties' respective affiliates, if PPF reasonably demonstrates to the
CME Parties the basis for PPF's conclusion that such assignment or transfer
would negatively affect the rights of PPF under this Agreement or PPF's ability
to enforce or recover against those rights. Any assignment or transfer by any of
the CME Parties shall be undertaken by the CME Parties at no cost to
PPF.





	
      21.3
	
      Substitute
      Performance







Any
obligation of either CME Party hereunder may be satisfied by substitute
performance by the other CME Party or any of their respective affiliates, and
any right accruing to either CME Party hereunder may be exercised by the other
CME Party; provided that PPF shall be entitled to rely on such substitute
performance or exercise of rights as binding on the CME Party otherwise entitled
to such performance or exercise pursuant to this Agreement.





	
      22
	
      Rights
      of Third Parties








	
      22.1
	
      General







Subject
to Clause 22.2,
no person
who is not a Party to this Agreement shall have any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce a term of this
Agreement.





	
      22.2
	
      Protected
      Parties
























 

The
Protected Parties shall have the right under the Contracts (Rights of Third
Parties) Act 1999 to enforce Clause 10 and any
other relevant Clauses necessary for the enforcement of the indemnities therein,
including Clause 11,
13,
14,
15, and the
Guarantee (or such Security as may be in effect at the time).





	
      23
	
      Entire
      Agreement







This
Agreement and the other Transaction Documents, each when executed and effective
pursuant to its terms, constitute the whole and only agreement between the
Parties relating to the subject matter of this Agreement and supersedes any
Pre-contractual statement. Each Party acknowledges in entering into this
Agreement it is not relying upon any Pre-contractual Statement (except those
expressly set out in this Agreement and the documents referred to herein). Each
of the Parties waives all rights and remedies which, but for this Clause
23, might
otherwise be available to it in respect of any Pre-contractual Statement,
provided that nothing in this Clause 23 shall
limit or exclude any liability for fraud.





	
      24
	
      Waivers







The
single or partial exercise of any right, power or remedy provided by law or
under this Agreement shall not preclude any other or further exercise of it or
the exercise of any other right, power or remedy.





	
      25
	
      Costs
      and Expenses







Each
Party shall be liable for its costs and expenses in relation to the negotiation,
preparation, execution and carrying into effect of this Agreement.





	
      26
	
      Severability








	
      26.1
	
      Effect
      of Invalidity








	 	
      26.1.1
	
      If
      any provision or part of this Agreement is ruled invalid, illegal or
      unenforceable by an arbitration tribunal described in Clause 15 or
      by any court of competent jurisdiction, the invalidity, illegality or
      unenforceability of such provision or part shall not affect any of the
      remaining provisions of this Agreement.










		26.1.2	If
      from
      any circumstances whatsoever fulfillment of
      any provisions of this Agreement, at the time performance of such
      provisions shall be due, shall result in transcending the limit of
      validity, legality or enforceability, the right or obligation to be
      fulfilled shall be reduced to the limit of such validity, legality or
      enforceability, so that in no event shall any action be possible under
      this Agreement that is in excess of the current limit of such validity,
      legality and enforceability, but such obligation shall be fulfilled to the
      limit of such validity and enforceability.



 

























 


	
      26.2
	
      Cure








If any
provision or part of this Agreement is ruled invalid, illegal or unenforceable,
then the Parties shall use their reasonable endeavors, to the
fullest extent permitted under the law, in order to amend the terms of this
Agreement so as to reasonably preserve the benefit of the bargain for the
Parties.





	
      27
	
      Legality







The
Parties to this Agreement shall not contest the legality of this Agreement, any
Transaction Document, or any other agreement entered into pursuant to or in
conjunction with this Agreement.





	
      28
	
      Further
      Assurance







Each of
the Parties shall, at the request of the other Party, do or so far as each is
able procure the doing of all such acts and/or execute or procure the execution
of all such documents in a
form satisfactory to the Party concerned as they may reasonably consider
necessary for giving full effect to this Agreement and securing to them the full
benefit of the rights, powers and remedies conferred upon them in this
Agreement.


























In
witness hereof, this Agreement has been executed as a deed on the day and year
first above written.

 

 

EXECUTED
as a Deed for and
on behalf of




CME
MEDIA ENTERPRISES B.V.

 

 

By: /s/
Michael Garin




Name:
Michael Garin




Title:
Director


 

EXECUTED
as a Deed for and
on behalf of




CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD

 

 

By: /s/
Michael Garin




Name:
Michael Garin




Title:
Director

 

 

EXECUTED
as a Deed for and
on behalf of




PPF
(CYPRUS) LTD

 

 

By: /s/
Miroslav Horsky




Name:
Miroslav Horsky 




Title:
Director





















 

Annex
1


Programming
Library
Transfer




Agreed
Principles




Parties




AQS a.s
and CET 21 s.r.o. (or a party designated by CET 21, the
"Transferee"))




Assignment




Subject
to the receipt of any required consents, AQS will assign and transfer all
rights, title and interest in the Programming Library to Transferee in
accordance with the Programming Library Transfer Agreement ("PLTA"). The
Programming Library of the TV Nova Business as of August 31, 2004 is
incorporated into document number 2a on the Additional Disclosed Documents Index
No. 34. The Programming Library to be transferred shall include rights to titles
or runs that have been identified therein as reserved by Nova or
AQS.




Assignment
and Transfer Procedure




AQS shall
cause true and correct copies of all AQS Programming Agreements to be Assigned
and all master tapes and program broadcasting materials ("Program
Materials") in its
possession in respect of the AQS Programming Agreements to be Assigned to be
delivered to Transferee.




The
Programming Library to be transferred shall specifically exclude the transfer of
the Program Materials in respect of certain titles identified in the PLTA Annex
(the "Retained
Master Tapes").
Transferee shall have no liability for the Retained Master Tapes or any
obligations attached thereto other than as specified in the PLTA
Annex.




AQS and
Transferee shall agree a form of notice of consent to assignment of each AQS
Programming Agreement to be Assigned to be delivered to the corresponding
Distributor. Each of AQS and Transferee shall use its best efforts to procure
that each Distributor consents to the assignment. Until the consent of any
Distributor is obtained, the Transferee shall be deemed to be a sublicense in
accordance with the corresponding AQS Programming Agreement to be
Assigned.




AQS will
inform each Distributor that all future deliveries of Program Materials (other
than any Retained Master Tapes) shall be made directly to Transferee. In the
event AQS or its affiliates receive any Program Materials in respect of the AQS
Programming Agreements to be Assigned, it shall promptly cause such Program
Materials to be delivered to Transferee.




The
failure to deliver Program Materials in accordance with the PLTA, a change of
control of AQS prior to the transfer of the Programming Library, and AQS'
holding itself out or acting as an agent or representative of the TV Nova Group
or amending or extending the terms of any Programming Agreements to be Assigned
will be included as breaches of the PLTA.





















 

Payment




Subject
to the satisfaction of the Assignment and Transfer Procedure and the delivery of
the Program Materials, Transferee will pay to AQS: The agreed value of each of
the AQS Programming Agreements to be Assigned in the amounts set forth in the
PLTA Annex (which value shall be 59.5% of the indicated value in respect of any
title reserved by AQS) minus those
outstanding liabilities to Distributors under the AQS Programming Agreements to
be Assigned assumed by Transferee in the amounts set forth in the PLTA
Annex.




The
agreed value shall be reduced all amounts invoiced by AQS to CET 21 in respect
of the Programming Library under any AQS Programming Agreement to be Assigned
that has been issued by AQS to CET 21 pursuant to the Agreement on Basic
Principle of Purchase of Foreign and Domestic Programs dated September 24, 1998,
the Contract for the Purchase of TV Broadcasting Rights and Rights to Language
Versions and for the Provision of Shipping Services dated May 10, 2004 or
otherwise.





















 

Annex
2


PPF
Group




The PPF
Group, as of the Execution Date, consists of the following persons. This
information is based on the annual report of PPF as of December 31, 2003 as well
as other disclosures made by PPF. PPF shall update this list as of the Closing
Commencement Date, and thereafter to reflect changes in the corporate structure
and activities of the PPF Group; provided, that any change to this Annex shall
be subject to the agreement of the CME Parties prior to making any changes as
amendments to the Framework Agreement.





	
      ·
	
      Petr
      Kellner





	
      ·
	
      PPF
      Group N.V.





	
      ·
	
      Cespo
      Holdings B.V.





	
      ·
	
      Cespo
      B.V.





	
      ·
	
      Česká
      pojíšťovna a.s.








	
      ·
	
      Česká
      pojíšťovna Group








	
      ·
	
      Home
      Credit Group





	
      ·
	
      eBanka,
      a.s.





	
      ·
	
      PPF
      a.s 





	
      ·
	
      PPF
      banka a.s. (formerly Prvni městská banka
a.s.)





	
      ·
	
      PPF
      burzovni společnost a.s.





	
      ·
	
      PPF
      Capital Management a.s.





	
      ·
	
      PPF
      majetková a.s.





	
      ·
	
      CM
      - CREDIT a.s.





	
      ·
	
      PPF
      (CYPRUS) LIMITED





	
      ·
	
      PPF
      SERVICES LIMITED





	
      ·
	
      PPF
      Asset Management a.s.





	
      ·
	
      PPF
      CONSULTING a.s.





	
      ·
	
      TV
      Nova Group (including CET 21 and CP 2000, and all subsidiaries of CET 21
      and CP 2000)





	
      ·
	
      MEF
      Media B.V.





	
      ·
	
      PPF
      Media B.V.





	
      ·
	
      TV
      Nova Holdings B.V.





	
      ·
	
      All
      members of the Board of Directors, Supervisory Board or Company Management
      of the foregoing persons







For
purposes of Clauses 1.2,
4,
8
(excluding 8.4),
10 and
11 of the
Agreement, PPF Group shall also include:





	
      ·
	
      Messrs.
      Smejc, Komar and Gerner
























 

Annex
3

Working
Capital

 




















 

Annex
4


Form
of Transfer Agreement (CZ a.s. Entity)

 




















 

Annex
5


Form
of Transfer Agreement (CZ s.r.o. Entity)

 




















 

Annex
6


Subscription
Agreement

 



















 


Annex
7


Registration
Rights Agreement

 




















 

Annex
8


TV
Nova Group Agreement

 




















 

Annex
9


Guarantee

 




















 

Annex
10


Smejc
Agreement

 




















 

Annex
11


Amended
Newco/Oldco Memorandum of Association

 




















 

Annex
12


PPF
Group Guarantee