Exhibit 10.52


    
      

    


    CONFORMED
      COPY

     

    PLEDGE
      AGREEMENT

    


    on

    


    SHARES

    


    in

    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES N.V.

     

    
 

     

    Dated
      July 21, 2006

     

    
 

    among

    


    Central
      European Media Enterprises Ltd.

    


    as
      the
      Pledgor

    


    European
      Bank for Reconstruction and Development

    


    as
      the
      Pledgee

    


    and
      

    


    Central
      European Media Enterprises N.V.

    


    as
      the
      Company


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      PLEDGE AGREEMENT
      is made
      this 21st
      day of
      July, 2006 (this “Pledge
      Agreement”),
      by
      and among Central
      European Media Enterprises Ltd.,
      a
      company duly incorporated and existing under the laws of Bermuda, with its
      registered office at Clarendon House, 2 Church Street, Hamilton, HM 11 Bermuda,
      as the “Pledgor”,
      European
      Bank for Reconstruction and Development,
      a
      multilateral development bank established pursuant to an international treaty,
      the Agreement Establishing the European Bank of Reconstruction and Development,
      dated the twenty-ninth day of May nineteen hundred ninety, having its business
      offices at One Exchange Square, London EC2A 2JN, United Kingdom, as the
“Pledgee”,
      and
Central
      European Media Enterprises N.V.,
      a
      public company with limited liability (naamloze
      vennootschap)
      incorporated under the laws of the Netherlands Antilles, having its corporate
      seat in Curaçao, the Netherlands Antilles, and its registered address at De
      Ruyterkade 62, Curaçao, the Netherlands Antilles and registered in the
      commercial register of the Chamber of Commerce and Industries of Curaçao under
      number 67248 (O) (the “Company”),

    


    WHEREAS,
      the
      Pledgor, as borrower, has entered into that certain loan agreement with the
      Pledgee, as lender, dated July 21, 2006 (as amended, novated, restated,
      supplemented or otherwise modified from time to time, including without
      limitation, by way of increase of the facilities made available thereunder)
      (the
“Loan
      Agreement”);

     

    WHEREAS,
      upon
      incorporation on July 14, 1994, the Pledgor acquired the legal and beneficial
      title to 60 ordinary shares in the capital of the Company, and pursuant to
      the
      issuance of one share on September 19, 1994, the Pledgor acquired the legal
      and
      beneficial title to 1 ordinary share in the capital of the Company, each with
      a
      nominal value of USD 100,- and collectively constituting the entire issued
      and
      outstanding share capital of the Company (the “Present Shares”);

    


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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              1.

            	
              Definitions

            


    

    


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

    
      	 	
              (a)

            	
              an
                “Event
                of Default”:
                each Event of Default as defined in article 7 of the Loan Agreement,
                as
                well as, insofar as not included in that definition, each Event of
                Statutory Default;

            


    

    
      	 	
              (b)

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

            


    

    
      	 	
              (c)

            	
              “Financing
                Agreements”
                shall have the meaning ascribed to it in the Loan
                Agreement,

            


    

    
      	 	
              (d)

            	
              “Existing
                Right of Pledge”
                means a right of pledge on the Shares created in favour of the Security
                Trustee, on the fifth day of May, two thousand and five, pursuant
                to the
                Indenture;

            


    

    
      	 	
              (e)

            	
              the
                “Indenture”
                means the indenture dated May 5, 2005 between - inter
                alia
                -
                the Pledgor and the Security Trustee,


            


    

    
      	 	
              (f)

            	
              the
                “Right
                of Pledge”:
                the right of pledge in respect of the Shares established in this
                Pledge
                Agreement;

            


    

    
      	 	
              (g)

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

            


    

    
      	 	
              (h)

            	
              the
                “Security
                Trustee”
                means JPMorgan Chase Bank, N.A., London Branch, a national banking
                association organized under the laws of the State of New York, having
                its
                specified office at Trinity Tower, 9 Thomas More Street, London E1W
                1YT,
                United Kingdom, and

            


    

    
      	 	
              (i)

            	
              a
                “Voting
                Event”
                means an event on which an Event of Statutory Default has occurred
                of
                which the Pledgee has given notice to the Pledgor and the
                Company.

            


    

    


    
      	
              2.

            	
              Right
                of Pledge 

            


    

     

    
      	
              2.1
                

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2

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

            


    

    


    
      	
              2.3

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

            


    

    


    
      	
              2.4

            	
              By
                co-signing this Pledge Agreement, the Company acknowledges the Right
                of
                Pledge created by this Pledge Agreement, as provided in article 2:110
                and
                2:113 of the Netherlands
                Antilles Civil Code (“NACC”). 

            


    

    


    
      	
              2.5

            	
              The
                Company shall register in the Company’s shareholders’ register that the
                Shares are encumbered with a right of pledge in favor of the
                Pledgee.

            


    

    


    
      	
              3.

            	
              Voting
                rights

            


    

    


    
      	
              3.1.

            	
              The
                voting and other consensual rights and similar rights or powers attaching
                to the Shares or any part thereof (the “Voting
                Rights”)
                are hereby transferred by the Pledgor to the Pledgee under the condition
                precedent (opschortende
                voorwaarde)
                of (i) the occurrence of a Voting Event and (ii) the termination
                and/or
                release of the Existing Right of Pledge. This conditional transfer
                of
                Voting Rights was approved by the shareholders meeting of the Company
                in a
                written resolution adopted outside of a general meeting on the 20th
                day of
                July, two thousand and six. Until the occurrence of a Voting Event
                and
                subject to the termination and/or release of the Existing Right of
                Pledge,
                the Pledgor may exercise any and all such Voting Rights,
                save:

            


    

    
      	 	
              (a)

            	
              that
                no such exercise may violate or be inconsistent with the express
                terms of
                purpose of this Pledge Agreement, the Loan Agreement or the
                Indenture;

            


    

    
      	 	
              (b)

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

            


    

    
      	 	
              (c)

            	
              as
                set out in Section 3.2 below.

            


    


    
      	
              3.2.

            	
              Upon
                the occurrence of a Voting Event:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


    
      	
              3.3.

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

            


    

    


    
      	
              3.4.

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

            


    

    


    
      	
              3.5.

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

            


    

    


    
      	
              3.6.

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              4.

            	
              Authority
                to collect

            


    

    


    
      	
              4.1

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

            


    

    


    
      	
              4.2

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

            


    

    


    
      	
              4.3

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

            


    

    


    
      	
              5.

            	
              Representations
                and warranties

            


    

    


    
      	
              5.1

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

            


    

    


    
      	 	
              a.

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

            


    

    
      	 	
              b.

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

            


    

    
      	 	
              c.

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              d.

            	
              the
                entire issued share capital of the Company consists of sixty-one
                (61)
                ordinary shares; all of the issued shares are fully paid-up; the
                Company
                has not granted any rights to subscribe for shares in its capital
                which
                have not yet been exercised;

            


    

    
      	 	
              e.

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

            


    

    
      	 	
              f.

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

            


    

    
      	 	
              g.

            	
              the
                Pledgor is authorized to establish the Right of
                Pledge;

            


    

    
      	 	
              h.

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

            


    

    
      	 	
              i.

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

            


    

    
      	 	
              j.

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

            


    

    
      	 	
              l.

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

            


    

     

    
      
        	
                5.2.

              	
                Furthermore,
                  the Pledgor hereby declares:

              


      

      the
        Pledgor has acquired the Shares as follows:

      
        	 	
                -

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

              


      

      
        	 	
                -

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

              


      

    

     

    
      	
              6.

            	
              Undertakings
                by the Pledgor

            


    

    


    
      	
              6.1.

            	
              During
                the term of the Right of Pledge, the Pledgor shall not alienate,
                pledge or
                in any other way encumber the Shares or the (depositary receipts
                for)
                shares and rights to acquire (depositary receipts for) shares in
                the
                capital of the Company without the prior written consent of the Pledgee,
                except for an encumbrance permitted in accordance with the provisions
                of
                the Loan Agreement.

            


    

    


    
      	
              6.2.

            	
              The
                Pledgor shall as far as possible and with due
                regard to the Existing Right of Pledge
                provide that the (depositary receipts for) shares and rights to acquire
                (depositary receipts for) shares in the capital of the Company he
                acquires
                after execution of this Pledge Agreement shall be pledgeable, and
                that the
                transferability thereof shall not be more cumbersome than the
                transferability of the Shares. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              6.3.

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

            


    

    


    
      	
              6.4.

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

            


    

    


    
      	
              7.

            	
              Exercise
                of the Right of Pledge

            


    

    


    
      	
              7.1.

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

            


    

    


    
      	
              7.2

            	
              In
                the event the Pledgee enforces the Right of Pledge, the Pledgee shall,
                with due regard to the relevant provisions of the Existing Right
                of
                Pledge, following payment of the execution costs from the proceeds,
                allocate the net proceeds to fulfill the Secured
                Obligations.

            


    

    


    
      	
              7.3

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

            


    

    


    
      	
              8.

            	
              Termination

            


    

    


    
      	
              8.1
                

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

            


    

    


    
      	
              8.2

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

            


    

    


    
      	
              9.

            	
              Costs

            


    

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              10.

            	
              Notices

            


    

    


    
      	
              10.1

            	
              Any
                notices or other communication under or in connection with this Pledge
                Agreement shall be in writing in the English language and shall be
                delivered personally or by registered mail or fax. Proof of posting
                shall
                be deemed to be proof of receipt:

            


    

    


    
      	 	
              (i)

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

            


    

    


    
      	 	
              (ii)
                

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

            


    

    


    
      	 	
              (iii)

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

            


    

    


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

    


    Address
      Pledgor:

    Central
      European Media Enterprises Ltd.

    c/o
      CME
      Development Corporation 

    2nd
      floor, Aldwych House

    81
      Aldwych

    London
      WC2B 4HN

    United
      Kingdom

    Attention:
      Chief Financial Officer

    


    Address
      Pledgee:

    European
      Bank of Reconstruction and Development

    One
      Exchange Square

    London
      EC2A 2JN

    United
      Kingdom

    Attention:
      Operation Administration Unit

    


    Address
      of the Company:

    Central
      European Media Enterprises N.V.

    c/o
      Curaçao Corporation Company N.V.

    De
      Ruyterkade 62, 

    Curaçao,
      Netherlands Antilles

    with
      a
      copy to:

    CME
      Development Corporation 

    2nd
      floor, Aldwych House

    81
      Aldwych

    London
      WC2B 4HN

    United
      Kingdom

    Attention:
      Chief Financial Officer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    
      	
              10.2

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

            


    

     

    
      	
              11.

            	
              Rescission
                

            


    

    


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

    


    
      	
              12.

            	
              Governing
                Law and Submission to
                Jurisdiction

            


    

    


    
      	
              12.1

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

            


    

     

    
      	
              12.2

            	
              Any
                dispute, controversy or claim arising out of or relating to this
                Pledge
                Agreement, or the breach, termination or invalidity hereof, shall
                be
                settled by arbitration in accordance with the UNCITRAL Arbitration
                Rules
                as at present in force. There shall be one arbitrator and the appointing
                authority shall be LCIA. The seat and place of arbitration shall
                be
                London, England and the English language shall be used throughout
                the
                arbitral proceedings. The parties to this Pledge Agreement hereby
                waive
                any rights under the Arbitration Act 1996 or otherwise to appeal
                any
                arbitration award to, or to seek determination of a preliminary point
                of
                law by, the courts of England. The arbitral tribunal shall not be
                authorised to take or provide, and the Pledgor and the Company agree
                that
                they shall not seek from any judicial authority, any interim measures
                of
                protection or pre-award relief against the Pledgee, any provisions
                of the
                UNCITRAL Arbitration Rules notwithstanding. The arbitral tribunal
                shall
                have authority to consider and include in any proceeding, decision
                or
                award any further dispute properly brought before it by the Pledgee
                (but
                no other party) insofar as such dispute arises out of this Pledge
                Agreement or any other Financing Agreement, but, subject to the foregoing,
                no other parties or other disputes shall be included in, or consolidated
                with, the arbitral proceedings. In any arbitral proceeding, the
                certificate of the Pledgee as to any amount due to the Pledgee under
                this
                deed or any Financing Agreement shall be prima
                facie
                evidence of such amount unless the findings in such certificate involve
                manifest error.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                12.3

              	
                Notwithstanding
                  Section 12.2, this Pledge Agreement and any other Financing Agreement,
                  and
                  any rights of the Pledgee arising out of or relating to this Pledge
                  Agreement or any other Financing Agreement, may, at the option
                  of the
                  Pledgee, be enforced by the Pledgee in the courts of the Netherlands
                  Antilles, Bermuda or England or in any other courts having jurisdiction.
                  For the benefit of the Pledgee, the Pledgor and the Company hereby
                  irrevocably submit to the non-exclusive jurisdiction of the courts
                  of
                  England with respect to any dispute, controversy or claim arising
                  out of
                  or relating to this Pledge Agreement or any other Financing Agreement,
                  or
                  the breach, termination or invalidity hereof or thereof. Each of
                  the
                  Pledgor and the Company hereby irrevocably designate, appoint and
                  empower
                  CME Development Corp. at its registered office (being, on the date
                  hereof,
                  at Aldwych House, 81 Aldwych, London WC2B 4HN, England) to act
                  as its
                  authorised agent to receive service of process and any other legal
                  summons
                  in England for purposes of any legal action or proceeding brought
                  by the
                  Pledgee in respect of this Pledge Agreemewnt or any Financing Agreement.
                  The Pledgor and the Company hereby irrevocably consent to the service
                  of
                  process or any other legal summons out of such courts by mailing
                  copies
                  thereof by registered airmail postage prepaid to its address specified
                  herein. The Pledgor and the Company covenant and agree that, so
                  long as
                  they have any obligations under this Pledge Agreement, they shall
                  maintain
                  a duly appointed agent to receive service of process and any other
                  legal
                  summons in England for purposes of any legal action or proceeding
                  brought
                  by the Pledgee in respect of this Pledge Agreement or any Financing
                  Agreement and shall keep the Pledgee advised of the identity and
                  location
                  of such agent. Nothing herein shall affect the right of the Pledgee
                  to
                  commence legal actions or proceedings against the Pledgor or the
                  Company
                  in any manner authorised by the laws of any relevant jurisdiction.
                  The
                  commencement by the Pledgee of legal actions or proceedings in
                  one or more
                  jurisdictions shall not preclude the Pledgee from commencing legal
                  actions
                  or proceedings in any other jurisdiction, whether concurrently
                  or not. The
                  Pledgor and the Company irrevocably waive any objection they may
                  now or
                  hereafter have on any grounds whatsoever to the laying of venue
                  of any
                  legal action or proceeding and any claim they may now or hereafter
                  have
                  that any such legal action or proceeding has been brought in an
                  inconvenient forum.

              


      

       

    

    
      
        	
                12.4

              	
                The
                  Pledgor and the Company agree to the provisions of Section 12.2
                  and 12.3
                  solely because the counterparty to this Pledge Agreement as at
                  the date
                  hereof is the Pledgee. 

              


      

       

    

    
      	
              12.5

            	
              For
                the avoidance of doubt, no provision in Section 12.2, 12.3 and 12.4,
                can
                be interpreted as being a provision as referred to in article 3:248
                paragraph 2 of the Netherlands Antilles Civil Code.
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              13.

            	
              Amendment
                of this Pledge Agreement

            


    

    


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

    


    
      	
              14.

            	
              Severability

            


    

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              14.

            	
              Counterparts

            


    

    


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

    


    


    The
      signatures follow on the next page. 

    The
      remainder of this page is intentionally left blank.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE PLEDGE AGREEMENT ON SHARES

    


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

    


    Central
      European Media Enterprises Ltd.

    as
      the
      Pledgor

    


    


    
      	
              /s/
                Michael Garin

            	 
	
              By:

            	
              Michael
                Garin

            	 
	
              Its:

            	
              Chief
                Executive Officer

            	 


    

    


    


    European
      Bank for Reconstruction and Development

    as
      the
      Pledgee

    


    


    
      	
              /s/
                David Cooper

            	 
	
              By:
                

            	
              David
                Cooper

            	 
	
              Its:
                

            	
              Acting
                Director - Telecoms, Informatics and Media

            	 


    

    


    


    Central
      European Media Enterprises N.V.

    


    


    
      	
              /s/
                Mark Wyllie

            	 
	
              By:
                

            	
              Mark
                Wyllie

            	 
	
              Its:
                

            	
              Managing
                Director

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      I


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      II


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      III