ex10_72.htm


    
      

    

    Exhibit
10.72

     

    IRREVOCABLE
VOTING DEED AND

    CORPORATE
REPRESENTATIVE APPOINTMENT

     

    This
IRREVOCABLE VOTING DEED AND CORPORATE REPRESENTATIVE APPOINTMENT (this “Deed”) is made on May 18,
2009, by and among (1) RSL Savannah LLC, a Delaware limited liability
company (“RSL Savannah”)
(RSL Savannah together with all RSL Permitted Transferees (including Ronald S.
Lauder (“RSL”)) and
their respective successors, permitted assigns, heirs and legal representatives
are herein referred to as the “RSL Investors”), (2) Time
Warner Media Holdings B.V., a besloten vennootschap met beperkte
aansprakelijkheid organized under the laws of the Netherlands (“TW”) (TW together with all TW
Permitted Transferees and their respective successors, permitted assigns, heirs
and legal representatives are herein referred to as the “TW Investors”) and
(3) Central European Media Enterprises Ltd., a Bermuda company (the “Company”).  Each
capitalized term used but not otherwise defined herein shall have the meaning
ascribed to such term in the Investor Rights Agreement, dated as of the date
hereof, by and among RSL, RSL Savannah, RSL Investment LLC, a Delaware limited
liability company, RSL Investments Corporation, a Delaware corporation, TW, the
Company and the other parties set forth therein (as such may amended, modified,
or supplemented from time to time, the “Investor Rights
Agreement”).

     

    Recitals.

     

    WHEREAS, the Company and TW
Media Holdings LLC, a Delaware limited liability company (“TWMH”) entered into that
certain Subscription Agreement, dated as of March 22, 2009 (the “Subscription
Agreement”);

     

    WHEREAS, TWMH has assigned its
rights and obligations under the Subscription Agreement to TW, pursuant to the
terms of that certain Assignment and Assumption Agreement, dated May 1, 2009, by
and between TWMH and TW;

     

    WHEREAS, the Company has, at
the same time as entering into this Deed, issued to TW four million five hundred
thousand (4,500,000) Class B Common Shares (the “TW Class B Common Shares”) and
fourteen million five hundred thousand (14,500,000) Class A Common Shares (the
“TW Class A Common
Shares” and, together with the TW Class B Common Shares, the “TW Shares”), on the terms and
conditions set forth in the Subscription Agreement;

     

    WHEREAS, RSL is the sole
member of RSL Savannah LLC;

     

    
    

    WHEREAS, TW hereby agrees that
RSL Savannah or such other Permitted Holder (as defined below) as RSL Savannah
may from time to time nominate for such purpose (the “Voting Rights Holder”) shall
have the exclusive right, and RSL Savannah hereby accepts such right, on the
terms and conditions set forth herein, to exercise the power to vote, except in
connection with any action, vote or consent to be taken or given in respect of
the exclusions to the appointment described in Section 4 below, (a) any and all
TW Shares owned by the TW Investors, (b) any and all Class A Common Shares,
Class B Common Shares or any other Equity Securities owned by the TW Investors
that any TW Investor may acquire hereafter and (c) any Equity Securities owned
by the TW Investors issued or issuable in exchange for or with respect to or
otherwise deriving from any such TW Shares, Class A Common Shares, Class B
Common Shares or such other Equity Securities, whether (i) by way of dividend,
split, subdivision, conversion or consolidation of shares or (ii) in connection
with a reclassification, recapitalization, amalgamation, merger, consolidation,
going private, tender offer, change of control, other reorganization or similar
transaction, and in each case in clauses (a) through (c) above, whether owned
beneficially or of record, after the date hereof (including, without limitation,
all Class A Common Shares and/or Class B Common Shares Transferred to any TW
Investor by an RSL Investor or an Affiliate thereof) (collectively, the “Subject Shares”);

    
       

      
        
          
            
            

          

          
             


            
              

            

          

          
             


          

        

      

    

     

    WHEREAS, in connection
therewith, the parties hereto desire to enter into this Deed to provide for
certain matters with respect to voting of the Subject Shares; and

     

    WHEREAS, TW hereby agrees and
acknowledges that the entry by it into this Deed, on the terms and conditions
set forth herein, is a condition to the entry by the Company into the
Subscription Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing, and the mutual agreements set forth herein and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

     

    
      1.           Right to Vote the Subject
Shares.  Effective as of the Closing Date, each TW Investor
hereby irrevocably agrees in relation to the Subject Shares that the Voting
Rights Holder shall be entitled to exercise, in its absolute discretion and to
the exclusion of the TW Investors in respect of the Subject Shares, all the
voting rights of each of the TW Investors with respect to the Subject Shares
(the “TW Voting Rights”)
until such time as this Deed terminates in accordance with its terms; provided,
however, that the TW Voting Rights with respect to the Subject Shares shall
remain with the TW Investors in connection with any action, vote or consent to
be taken or given in respect of the exclusions to the appointment described in
Section 4 below
(only to the extent of such exclusion and only in respect of the Subject
Shares).  The Voting Rights Holder shall take any and all steps that
it deems reasonably necessary in order to carry out its appointment hereunder
and TW hereby agrees to take, and agrees to procure that each TW Investor takes,
upon the request of the Voting Rights Holder, such further action and to execute
and to cause to be executed such other instruments as necessary to effectuate
the intent of this Deed.  TW hereby irrevocably undertakes, to the
Voting Rights Holder and the Company, and agrees to procure that each TW
Investor undertakes to the Voting Rights Holder and the Company, not to appoint
any Person (other than a Voting Rights Holder) as its representative, proxy or
attorney to attend any general meeting of the Company or to sign any written
resolution of shareholders of the Company or otherwise to exercise any of the TW
Voting Rights except, with respect to the Subject Shares only, in connection
with any action, vote or consent to be taken or given in respect of the
exclusions to the appointment described in Section 4 below (only
to the extent of such exclusion and only in respect of the Subject
Shares).  Prior to the Transfer of any Subject Shares, to the fullest
extent permitted by applicable Law in the case of any Involuntary Transfer, TW
shall cause any TW Permitted Transferee of any Subject Shares, as a condition of
its receipt of the Subject Shares, to execute a joinder to this Deed in the form
attached hereto as Exhibit A, whereby
such transferee agrees to be bound by this Deed, and to be treated as, and be
entitled to the benefits of, and subject to the obligations and restrictions
applicable to, TW and a TW Investor for all purposes of this
Deed.  The Company shall be entitled to refuse to (i) register any
Transfer of any Subject Shares if the relevant recipient has not executed such a
joinder to this Deed and (ii) recognize any vote not in accordance with the
terms of this Deed.

      


      
        
          
            
            

          

          
             


            
              

            

          

          
             


          

        



    

    2.           Irrevocable Appointment of
Representative.  Effective as of the Closing Date, as security
for their respective obligations hereunder, and subject to the provisions of
Section 5
herein, each TW Investor hereby irrevocably (to the fullest extent permitted by
Bermuda Law) constitutes and appoints (and will procure that each registered
holder from time to time of any of the Subject Shares will constitute and
appoint), except in connection with any action, vote or consent to be taken or
given in respect of the exclusions to the appointment described in Section 4 below (only
to the extent of such exclusion), the Voting Rights Holder’s designee (which
designee shall be a Person set forth on Schedule B hereto) as the true and
lawful corporate representative of each TW Investor (the “Representative”), to the
fullest extent of each such Person’s voting rights with respect to the Subject
Shares held by them, until such time as this Deed terminates in accordance with
its terms.  It is acknowledged that the appointment of the
Representative under this Deed takes effect as a corporate representative
appointment for the purposes of the Bye-laws of the Company.

     

    3.           Power to Appoint
Proxy.  Effective as of the Closing Date, and subject to Section 5 below, each
TW Investor hereby irrevocably authorizes the Voting Rights Holder to appoint
from time to time on its behalf any of the Persons set forth on Schedule B hereto as
its true and lawful proxy that shall be deemed to be coupled with a proprietary
interest of the Voting Rights Holder (the “Proxies”), to exercise the TW
Voting Rights, except in connection with any action, vote or consent to be taken
or given in respect of the exclusions to the appointment described in Section 4 below (only
to the extent of such exclusion).  Such power shall continue until
such time as this Deed terminates in accordance with its terms.  As
further security for their respective obligations hereunder each TW Investor
hereby constitutes and appoints (and will procure that each registered holder
from time to time of any of the relevant Subject Shares will constitute and
appoint) the Voting Rights Holder as its lawful attorney in fact with power to
appoint and execute proxies to vote on its behalf at any general meeting of the
Company in respect of any and all Subject Shares owned by it from time to time
and to sign any shareholder resolutions in lieu of a meeting and any other
consents or waivers in relation to any or all such Subject Shares and to sign
and give any required notices of the appointments under this Deed, except in
connection with any action, vote or consent to be taken or given in respect of
the exclusions to the appointment described in Section 4
below.

     

    4.           Exclusions to the
Appointments.  The rights to vote 50% of the TW Class A Common
Shares and 50% of the TW Class B Common Shares (and 50% of all Equity Securities
owned by the TW Investors issued or issuable in exchange for or with respect to
or otherwise deriving from the TW Class A Common Shares and the TW Class B
Common Shares, respectively, whether (i) by way of dividend, split, subdivision,
conversion or consolidation of shares or (ii) in connection with a
reclassification, recapitalization, merger, consolidation, going private, tender
offer, amalgamation, change of control, other reorganization or similar
transaction) and any other Class A Common Shares acquired by a TW Investor after
the date hereof (collectively, the “TW Excluded Shares”) and the
appointment of the Representative and the Proxies related to the TW Excluded
Shares pursuant to this Deed shall not apply to any action, vote or consent to
be taken or given by any TW Investor in respect of any Change of Control
Transaction.  For the avoidance of doubt, the Voting Rights Holder
shall have the sole right to vote, and the Proxies will apply to, with respect
to a Change of Control Transaction, any Class B Common Shares that were
Transferred to any TW Investor by any RSL Investor pursuant to the Investor
Rights Agreement.  The rights to vote the Subject Shares and the
appointment of the Representative and the Proxies related to the Subject Shares
pursuant to this Deed shall not apply to any action, vote or consent to be taken
or given by any TW Investor in respect of any actions of the Company described
in Section
6.2(a) of the Investor Rights Agreement.  The voting of the
Subject Shares pursuant to this Deed, shall be subject to the
obligations of the RSL Investors set forth in Section 6.1 of the Investor Rights
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           Provisions applying to the
Voting Rights Holder.

     

    5.1        The
Voting Rights Holder shall at all times be a “Permitted
Holder.”  For the purposes of this Deed, a “Permitted Holder”
means (a) RSL Savannah, (b) RSL and (c) any Person in the same Group as RSL for
so long as such Person remains in the same Group as RSL, provided that such
Person is also a “Permitted Holder” under each of the agreements set forth on
Schedule A
hereto (as such term is defined therein).

     

    5.2         RSL
Savannah hereby warrants and represents to the other parties hereto that RSL
Savannah is, on the date hereof, a Permitted Holder.

     

    5.3         RSL
Savannah hereby undertakes to procure that at all times the TW Voting Rights are
exercised by or on the instructions of a Permitted Holder.

     

    5.4         Each
of RSL and the Voting Rights Holder shall jointly and severally indemnify and
hold harmless the TW Investors against any and all losses, liabilities, damages
and expenses (including all reasonable costs and expenses related thereto or
incurred in enforcing this Section 5.4) suffered
or sustained by the TW Investors arising from claims asserted by any Person with
respect to the exercise of the TW Voting Rights by the Voting Rights Holder;
provided, however, that under no circumstances shall RSL or the Voting Rights
Holder have any obligation to indemnify or hold harmless the TW Investors for
any losses, liabilities, damages or expenses arising from (x) any claims
asserted by the TW Investors or any of their Affiliates or (y) the exercise of
the TW Voting Rights by any Person (including the TW Investors) other than the
Voting Rights Holder; provided, further, that the provisions of clauses (x) and
(y) above shall not limit any right of the TW Investors to make a claim for a
breach of this Deed or otherwise enforce the terms of this Deed.

     

    6.           Representations and
Warranties.  Each TW Investor hereby severally represents and
warrants to the Voting Rights Holder and the Company solely in respect of the
Subject Shares held by it as follows:

     

    6.1         Ownership of Subject
Shares.  The Voting Rights Holder has sole voting power and
sole power to issue instructions with respect to the Subject Shares except in
connection with any action, vote or consent to be taken or given in respect of
the exclusions to the appointment described in Section 4 (only to
the extent of such exclusion).

    


    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


    6.2         Power; Binding
Agreement.  It has all requisite power and authority to enter
into and perform all of its obligations under this Deed.  The
execution, delivery and performance of this Deed by it shall not violate any
agreement to which it is a party, including, without limitation, any voting
agreement, proxy arrangement, pledge agreement, shareholders agreement, voting
trust or trust agreement.  This Deed has been duly and validly
executed and delivered by it and constitutes a legally valid and binding
obligation of it, enforceable against it in accordance with its
terms.  There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which it is a trustee whose
consent is required for the execution and delivery of this Deed or the
compliance by it with the terms hereof.

     

    6.3         No Conflicts. Neither the execution
and delivery of this Deed by it, nor the compliance by it, with any of the
provisions hereof shall (a) conflict with or violate any agreement, Law, rule,
regulation, order, judgment or decision or other instrument binding upon it, or
any of its properties or assets, nor require any consent, notification,
regulatory filing or approval which has not been obtained, (b) result in any
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give to any third party a right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which it is a party or by which it or any of its properties or assets, as the
case may be, may be bound or affected, or (c) conflict with, or result in any
breach of, any organizational documents applicable to it.

     

    7.     
     Specific
Performance.  Each TW Investor hereby severally acknowledges
and agrees that damages would be an inadequate remedy for any breach of the
provisions of this Deed and agrees that the obligations of a TW Investor shall
be specifically enforceable by (a) the Voting Rights Holder and (b) the Company,
and that the Voting Rights Holder and the Company shall each be entitled to seek
injunctive or other equitable relief upon a breach by a TW Investor without the
necessity or obligation to prove actual damages.  This provision is
without prejudice to any other rights the Voting Rights Holder may have against
a TW Investor whether pursuant to this Deed, applicable Law or
otherwise.

     

    8.           Term.

     

    8.1     
   Subject to Section 8.2 hereof,
this Deed (and the appointments and Proxies hereunder) shall terminate and be of
no further force and effect on the date that is the later of (a) May 18,
2013 and (b) the date that there are no longer any Class B Common Shares
outstanding.  Notwithstanding the foregoing, but subject to Section 8.2 hereof,
at anytime after May 18, 2013, TW may elect to terminate this Deed (and the
appointments and Proxies hereunder).  Upon termination of this Deed,
50% of the TW Class B Common Shares held by the TW Investors and their
Affiliates thereof (and any Class B Common Shares owned by any TW Investor
issued or issuable in exchange for or with respect to or otherwise deriving from
such TW Class B Common Shares, whether (i) by way of dividend, split,
subdivision, conversion or consolidation of shares or (ii) in connection with a
reclassification, recapitalization, amalgamation, merger, consolidation, going
private, tender offer, change of control, other reorganization or similar
transaction)), including without limitation all Class B Common Shares
Transferred to any TW Investor or Affiliate thereof by an RSL Investor or any
Affiliate thereof, shall automatically and without the need of any further
action on the part of the holder of such Class B Common Shares, convert to Class
A Common Shares and the Company hereby agrees that such event will be treated as
an automatic election by such Person to convert such Class B Common Shares into
Class A Common Shares under Section 3(4) of the Company’s Bye-laws and that,
upon any such deemed election, the Company shall amend its register of shares to
reflect that conversion.

    


    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


    8.2         Notwithstanding
any other provision to the contrary, this Deed (and the appointments and Proxies
hereunder) shall not terminate prior to the date that is the latest maturity
date of the outstanding indebtedness of the Company as in effect as of the
Effective Date (or the earlier repayment thereof (without giving effect to any
extension thereof or amendment thereto)), as set forth on Schedule A hereto or,
if earlier, on such date that the ownership of the Subject Shares by the TW
Investors would not result in a default, a “Fundamental Change” or the making of
a “Change of Control Offer” as such terms are defined in the documents
evidencing the outstanding indebtedness of the Company as in effect as of the
Effective Date, as set forth on Schedule A hereto,
under such indebtedness.

     

    9.           Legend.

     

    9.1         Subject
to Section 9.2,
the Parties acknowledge and agree that the Subject Shares shall bear a
restrictive legend in substantially the following form:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS
CONTAINED IN AN IRREVOCABLE VOTING DEED AND CORPORATE REPRESENTATIVE
APPOINTMENT, DATED AS OF MAY 18, 2009, BY AND AMONG THE COMPANY, RSL SAVANNAH
LLC, RONALD S. LAUDER AND TIME WARNER MEDIA HOLDINGS B.V., AS MODIFIED OR
SUPPLEMENTED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY).

     

    9.2           The
legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of any such Subject Shares upon
the earlier of (i) the termination of this Deed in accordance with Section 8
hereof or (ii) such time as such shares (or the holder thereof) shall no longer
be subject to the terms of this Deed.

     

    10.         Miscellaneous.

     

    10.1       Amendments.  This
Deed may be amended, modified or supplemented only by a written instrument
executed by each of the parties hereto.

     

    10.2       Notices.  All
notices, consents, requests, instructions, approvals and other communications
provided for in this Deed shall be in writing and shall be deemed validly given
upon personal delivery or one day after being sent by overnight courier service
or on the date of transmission if sent by facsimile (so long as for notices or
other communications sent by facsimile, the transmitting facsimile machine
records electronic conformation of the due transmission of the notice), at the
following address or facsimile number, or at such other address or facsimile
number as a party may designate to the other parties:

    


    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


    (a)      if
to RSL Savannah, to:

     

    Ronald S.
Lauder

    767 Fifth
Avenue, Suite 4200

    New York,
New York, 10153

    Facsimile:  (212)
572-4093

     

    with a
copy to (which shall not constitute notice):

     

    Latham
& Watkins LLP

    885 Third
Avenue

    New York,
New York 10022

    Facsimile: (212)
751-4864

    Attention:  Raymond
Y. Lin

    Taurie M.
Zeitzer

     

    (b)      if
to TW, to:

     

    Time
Warner Media Holdings B.V.

    c/o Time
Warner Inc.

    One Time
Warner Center

    New York,
NY 10019

    Facsimile:
212-484-7167

    Attention:  General
Counsel

    Facsimile:
212-484-7299

     

    Attention:
Senior Vice President – Mergers and Acquisitions

     

    with a
copy to (which shall not constitute notice):

     

    Willkie
Farr & Gallagher LLP

    787
Seventh Avenue

    New York,
New York 10019

    Facsimile:
(212) 728-8111

    Attention: William
H. Gump

    Gregory
B. Astrachan

     

    (c)      if
to the Company, to:

     

    Central
European Media Enterprises Ltd.

    c/o CME
Development Corporation

    52
Charles Street

    London
W1J 5EU

    United
Kingdom

    Facsimile:
+44 871 911 6275

    Attention:
General Counsel

    


    with a
copy to (which shall not constitute notice):

     

    Dewey
& LeBoeuf LLP

    1301
Avenue of the Americas

    New York,
New York 10019

    Attention: 
John J. Altorelli

    Jeffrey
A. Potash

    Facsimile:   (212)
259-6333

     

    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


    10.3           Successors and
Assigns.  This Deed shall inure to the benefit of the parties,
and shall be binding upon the parties and their respective successors, permitted
assigns, heirs and legal representatives.

     

    10.4           Third Party
Beneficiaries.  The parties hereto agree that nothing herein
expressed or implied is intended to confer upon or give any rights or remedies
to any other person under or by reason of this Deed.

     

    10.5           Descriptive
Headings.  The headings of the articles, sections and
subsections of this Deed are inserted for convenience of reference only and
shall not be deemed to constitute a part hereof or affect the interpretation
hereof.

     

    10.6           Applicable
Law.  THIS DEED SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS AND RELATIONSHIP HEREUNDER OF THE PARTIES SHALL BE GOVERNED
BY, THE LAWS OF BERMUDA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF
LAWS.

     

    10.7           Counterparts.  This
Deed may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts shall together constitute one and
the same instrument.  This Deed, once executed by a party, may be
delivered to the other parties hereto by facsimile or electronic transmission of
a copy of this Deed bearing the signature of the party so delivering this
Deed.

     

    10.8           Entire
Agreement.  This Deed, together with the Investor Rights
Agreement, the Subscription Agreement, the Registration Rights Agreement, that
certain letter agreement by and between Ronald S. Lauder and TWMH dated as
of March 22, 2009, and that certain letter agreement by and between the Company
and TWMH, dated as of the date hereof, contain the entire agreement of the
parties with respect to the subject matter hereof and supersede all other prior
agreements, understandings, statements, representations and warranties, oral or
written, express or implied, between the parties and their respective
affiliates, representatives and agents in respect of such subject
matter.

     

    10.9           SUBMISSION TO
JURISDICTION.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS DEED SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK
LOCATED IN NEW YORK COUNTY, NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK (EACH, A “NEW YORK COURT”), AND, BY EXECUTION AND
DELIVERY OF THIS DEED, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND APPELLATE COURTS FROM ANY THEREOF.  EACH PARTY
HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF TO SUCH PARTY BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN
RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION
10.2.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND
EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

     

    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


    10.10           Severability.  Every
term and provision of this Deed is intended to be severable.  If any
term or provision hereof is illegal or invalid for any reason whatsoever, such
term or provision will be enforced to the maximum extent permitted by Law and,
in any event, such illegality or invalidity shall not affect the validity of the
remainder of this Deed.  For the avoidance of doubt, in the event that
an appointment in the capacity as a proxy or a corporate representative, as the
case may be, is deemed unlawful or invalid, the parties hereto agree that the
appointment shall be deemed to be in the capacity that was not deemed unlawful
or invalid, and any and all actions previously taken, or taken thereafter, shall
be deemed to have been taken, and will be taken, in such other
capacity.

     

    10.11           Further
Assurances.  In connection with this Deed and the transactions
contemplated hereby, each party shall execute and deliver any additional
documents and instruments and perform any additional acts that may be necessary,
helpful or appropriate to effectuate and perform the provisions of this Deed and
such transactions.

     

    [SIGNATURE
PAGE FOLLOWS]

    


    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties have caused this Deed to be executed and delivered
by their respective officers hereunto duly authorized as of the date first above
written.

     

     

    
      	 
      	
              RSL
      SAVANNAH LLC

            
	 	 
	 
      	
              By:

            	
              /s/
      Ronald Lauder

            
	 
      	 
      	
              Name:
      Ronald S. Lauder

            
	 
      	 
      	
              Title:
      Sole Member

            
	 
      	 
      	 
      
	 
      	
              /s/ Ronald
      Lauder

            
	 
      	
              Ronald
      S. Lauder (for purposes of Section 5.4
only)

            


    

     

     

    Signature Page to Irrevocable Voting
Deed and Corporate Representative Appointment


    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              TIME
      WARNER MEDIA HOLDINGS B.V.

            
	 	 
	 
      	
              By:

            	
              /s/
      Stephen Kapner

            
	 
      	 
      	
              Name:
      Stephen N. Kapner

            
	 
      	 
      	
              Title:
      Director

            


    

     

     

    Signature Page to Irrevocable Voting
Deed and Corporate Representative Appointment

    


    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

            
	 	 
	 
      	
              By:

            	
              /s/
      Wallace Macmillan

            
	 
      	 
      	
              Name:
      Wallace Macmillan

            
	 
      	 
      	
              Title:
      Chief Financial Officer

            


    

    


     

    Signature Page to Irrevocable Voting
Deed and Corporate Representative Appointment

    


    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A


     

    This
JOINDER AGREEMENT (this “Joinder”) to that certain
Irrevocable Voting Deed and Corporate Representative Appointment, dated as of
May 18, 2009 (the “Deed”), by and among (1) RSL
Savannah LLC, a Delaware limited liability company (“RSL Savannah”) (RSL Savannah
together with all RSL Permitted Transferees (including Ronald S. Lauder (“RSL”)) and their respective
successors, permitted assigns, heirs and legal representatives are herein
referred to as the “RSL
Investors”), (2) Time Warner Media Holdings B.V., a besloten vennootschap met beperkte
aansprakelijkheid organized under the laws of the Netherlands (“TW”) (TW together with all TW
Permitted Transferees and their respective successors, permitted assigns, heirs
and legal representatives are herein referred to as the “TW Investors”) and (3) Central
European Media Enterprises Ltd., a Bermuda company (the “Company”), and any parties to
the Deed who agree to be bound by the terms of the Deed, is made and entered
into as of [•] by [•] (“Holder”).  Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Deed.

     

    WHEREAS,
Holder has acquired certain Subject Shares, and as a condition to acquiring such
Subject Shares, the Deed requires Holder, as a holder of Subject Shares, to
become a party to the Deed, and Holder agrees to do so in accordance with the
terms hereof.

     

    NOW,
THEREFORE, in consideration of the foregoing, and the mutual agreements set
forth herein and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, Holder, intending to be legally bound, hereby
agrees as follows:

     

    Agreement to be
Bound.  Holder hereby agrees that upon execution of this
Joinder, Holder shall become a party to the Deed and shall be fully bound by,
and subject to, all of the covenants, terms and conditions of the Deed
applicable to a holder of Subject Shares, as if Holder had signed the Deed and
been an original party thereto.

     

    Representations and
Warranties.  Holder hereby represents and warrants as follows:
(i) Holder has all requisite power and authority to enter into this Joinder and
to carry out his, her or its obligations hereunder; (ii) this Joinder has been
duly executed by Holder, and constitutes a valid and binding obligation
enforceable against Holder in accordance with its terms; and (iii) Holder has
received a copy of the Deed and any and all other information and materials that
Holder deems reasonably necessary or appropriate to enable Holder to make an
informed decision concerning the transactions contemplated by the
Deed.

     

    Applicable
Law.  THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF
BERMUDA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.

     

    **********************************

     

    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

     

    IN
WITNESS WHEREOF, Holder has caused this Joinder to be executed and delivered by
its officer hereunto duly authorized as of the date first above
written.

     

    
      	 
      	 
      	
              Holder

            
	 	 	 
	 
      	 
      	 
      
	 
      	
              By:

            	
              Name:

            
	 
      	 
      	
              Title: