Exhibit 10.56


    
      

    


    (Operation
      Number - 36371) 

    


    CONTRACT
      ASSIGNMENT

    


    between

    


    CME
      MEDIA ENTERPRISES B.V.

    


    and

    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

    


    and

    


    EUROPEAN
      BANK

    FOR
      RECONSTRUCTION AND DEVELOPMENT

    
 

    Dated
      -
      July
      21, 2006


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    INDEX

     

    
      	
              Clause

            	 	
              Page

            
	
              1.

            	
              Interpretation

            	
              3

            
	
              2.

            	
              Assignment

            	
              5

            
	
              3.

            	
              Preservation
                Of Security

            	
              7

            
	
              4.

            	
              Representations
                And Warranties

            	
              7

            
	
              5.

            	
              Encumbrances
                And Disposals

            	
              8

            
	
              6.

            	
              Undertakings

            	
              8

            
	
              7.

            	
              Enforcement
                Of Security

            	
              8

            
	
              8.

            	
              Receiver

            	
              9

            
	
              9.

            	
              Application
                Of Proceeds

            	
              9

            
	
              10.

            	
              Power
                Of Attorney

            	
              10

            
	
              11.

            	
              Waivers
                and Remedies

            	
              10

            
	
              12.

            	
              Changes
                to the Parties

            	
              11

            
	
              13.

            	
              Severability

            	
              11

            
	
              14.

            	
              Costs
                and Expenses

            	
              11

            
	
              15.

            	
              Counterparts

            	
              11

            
	
              16.

            	
              Release

            	
              11

            
	
              17.

            	
              English
                Language

            	
              12

            
	
              18.

            	
              Notices

            	
              12

            
	
              19.

            	
              Privileges
                and Immunities

            	
              13

            
	
              20.

            	
              Waiver
                of Sovereign Immunity

            	
              13

            
	
              21.

            	
              Governing
                Law

            	
              13

            
	
              22.

            	
              Jurisdiction

            	
              13

            
	
              SCHEDULE
                1 Form of Notice of Assignment

            	
              18

            
	
              SCHEDULE
                2 Form of Acknowledgment of Assignment

            	
              21

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    THIS
      CONTRACT ASSIGNMENT
      (the
      "Assignment")
      is
      dated July
      21,
      2006,

    


    BETWEEN:

    


    
      	
              (1)

            	
              CME
                MEDIA ENTERPRISES B.V., a
                company organized under the laws of the Netherlands, and having its
                registered office at Dam 5B, 1012 JS Amsterdam, the Netherlands
                ("CME
                ME");

            


    

    


    
      	
              (2)

            	
              CENTRAL
                EUROPEAN MEDIA ENTERPRISES LTD., a
                company incorporated under the laws of Bermuda, and having
                its registered office at Clarendon House, 2 Church Street, Hamilton,
                HM 11
                Bermuda ("CME
                Ltd");
                and

            


    

    


    
      	
              (3)

            	
              EUROPEAN
                BANK FOR RECONSTRUCTION AND DEVELOPMENT (the
                "Assignee").
                

            


    

    


    Each
      a
      "Party"
      and
      collectively referred to as the "Parties".

    


    BACKGROUND:

    


    
      	
              (A)

            	
              Each
                Assignor (as such term is defined below) is entering into this Assignment
                in connection with the Loan Agreement (as such term is defined
                below):

            


    

    


    
      	
              (B)

            	
              The
                Assignee and each Assignor intend this document to take effect as
                a deed
                (even though a Party may only execute it under
                hand).

            


    

    


    IT
      IS
      AGREED as follows:

    


    
      	
              1.

            	
              INTERPRETATION

            


    

    


    
      	
              1.1

            	
              Capitalized
                terms not otherwise defined herein shall, unless the context requires
                otherwise, bear the meaning ascribed thereto in the Loan
                Agreement:

            


    

     

    
      	 	
              "Assigned
                Contract"
                

            	
              means
                the Framework Agreement, as amended or supplemented from time to
                time;

            


    

    


    
      	 	
              "Assigned
                Rights"

            	
              means
                all present and future rights, title and interest of each Assignor
                in,
                under and to the Framework Agreement including, without limitation,
                the
                right of each Assignor to receive all amounts payable under the Framework
                Agreement and all present and future claims, causes of action, payments
                and proceeds in respect thereof, whether now or in the future;
                

            


    

    


    
      	 	
              "Assignors"

            	
              means
                CME ME and CME Ltd and "Assignor"
                means, as appropriate, CME ME or CME
                Ltd;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              "Business
                Day"

            	
              means,
                in respect of any day, a day on which banks are generally open for
                transactions in London and New
                York;

            


    

    


    
      	 	
              "Election
                Notice"

            	
              has
                the meaning given in Schedule 1
                hereto;

            


    

    


    
      	 	
              "Event
                of Default"

            	
              has
                the meaning given in the Loan
                Agreement;

            


    

    


    
      	 	
              "Framework
                Agreement"

            	
              means
                the Framework Agreement among CME ME, CME Ltd and PPF dated December
                13,
                2004 as amended on May 2, 2005;

            


    

    


    
      	 	
              "Loan
                Agreement"

            	
              means
                the Loan Agreement dated on or about the date hereof between
                CME Ltd. and the Assignee;

            


    

    


    
      	 	
              "PPF"

            	
              means
                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. Makariou
                III,
                2-4, Capital Center, 9th Floor, PC 1505, Nicosia,
                Cyprus;

            


    

    


    
      	 	
              "Receiver"

            	
              has
                the meaning given in Clause 8
                hereof;

            


    

    


    
      	 	
              "Secured
                Liabilities"

            	
              means
                all present and future moneys, debts and liabilities due, owing or
                incurred by the Assignors to the Assignee under or in connection
                with the
                Financing Agreements (in each case, whether alone or jointly, or
                jointly
                and severally, with any other person, whether actually or contingently
                and
                whether as principal, surety or
                otherwise);

            


    

    


    
      	 	
              "Security
                Assets"

            	
              means
                the Assigned Rights, being the assets the subject of the security
                created
                hereunder;

            


    

    


    
      	 	
              "Security
                Documents"

            	
              has
                the meaning given in the Loan
                Agreement;

            


    

    


    
      	 	
              "Security
                Interest"

            	
              means
                any mortgage, pledge, lien, charge, assignment, hypothecation or
                security
                interest or any other agreement or arrangement having the effect
                of
                conferring security; and

            


    

    


    
      	 	
              "Security
                Period"

            	
              means
                in respect of the Security Assets, the period beginning on the date
                hereof
                and ending on the date upon which all the Secured Liabilities which
                have
                arisen have been unconditionally and irrevocably paid and discharged
                in
                full or the security created hereby has been unconditionally and
                irrevocably released and
                discharged.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              1.2

            	
              Construction

            


    

     

    In
      construing this Assignment, unless otherwise specified:

     

    
      	 	
              (a)

            	
              references
                to a "person" shall means any individual, firm, company, government,
                state
                or agency of a state, local or municipal authority, or any joint
                venture
                association or partnership (whether or not having separate legal
                personality),

            


    

     

    
      	 	
              (b)

            	
              references
                to this Assignment, the other Financing Agreements or any other document
                referred to herein is a reference to this Assignment, the other Financing
                Agreements or such other document as amended, varied, novated or
                supplemented at any time,

            


    

     

    
      	 	
              (c)

            	
              references
                to Clause and Schedule headings are for ease of reference
                only

            


    

     

    
      	 	
              (d)

            	
              any
                reference to the "Assignee" or the "Assignor" shall include its and
                any
                subsequent successors and any permitted transferees in accordance
                with
                their respective interests; and

            


    

     

    
      	 	
              (e)

            	
              an
                amount shall be considered to be "irrevocably paid" if it is not
                capable
                of being avoided or reduced by virtue of any bankruptcy, insolvency,
                liquidation or similar laws.

            


    

     

    
      	
              1.3

            	
              Rights
                of Third Parties

            


    

     

    A
      person
      who is not a party to this Assignment has no right under the Contracts (Rights
      of Third Parties) Act 1999 to enforce any term of this Assignment.

     

    
      	
              2.

            	
              ASSIGNMENT

            


    

     

    
      	 	
              (a)

            	
              As
                a continuing security for the payment, discharge and performance
                of all
                the Secured Liabilities, at any time owed or due to the Assignee,
                each
                Assignor unconditionally and irrevocably assigns and agrees to assign
                absolutely with full title guarantee (save for those security interests
                already created and existing and notified to the Assignee), its rights,
                title and interest in respect of the Security Assets to and in favour
                of
                the Assignee;

            


    

     

    provided
      that forthwith upon the expiry of the Security Period, the Assignee shall,
      at
      the request and expense of the Assignors, (without warranty or other liability)
      re-assign to each Assignor the items assigned by such Assignor pursuant to
      this
      Clause 2
      (Assignment).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              The
                Assignors and the Assignee shall forthwith give notice of the assignment,
                to be effected in accordance with Clause 2(a),
                of the Assignors’ rights, title and interest in and to the Security Assets
                by:

            


    

     

    
      	 	
              (i)

            	
              sending
                a notice of assignment to PPF substantially in the form set out in
                Schedule
                1
                with such amendments as the Assignee may agree;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Assignors using their best endeavours to procure that PPF acknowledges
                the
                notice of assignment substantially in the form set out in Schedule
                2
                with such amendments as the Assignee may
                agree.

            


    

     

    
      	 	
              (c)

            	
              Each
                Assignor shall promptly execute all documents and do all things and
                take
                whatever action the Assignee or a Receiver may reasonably require
                to:

            


    

     

    
      	 	
              (i)

            	
              perfect
                or protect the Security Interest created by this Assignment;
                and

            


    

     

    
      	 	
              (ii)

            	
              facilitate
                the realisation of any Security Asset or the exercise of any right,
                power
                or discretion exercisable by the Assignee or any Receiver or any
                of its or
                their delegates or sub-delegates in respect of any Security
                Asset,

            


    

     

    including,
      without limitation, the execution of any transfer, conveyance, assignment or
      assurance of any property whether to the Assignee or to its nominees, and the
      giving of any notice, order, or direction and the making of any registration,
      which in any case, the Assignee may think expedient.

     

    
      	 	
              (d)

            	
              Notwithstanding
                anything contained herein:

            


    

     

    
      	 	
              (i)

            	
              the
                Assignors shall remain liable under the Assigned Contract to perform
                all
                the obligations assumed by them thereunder;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Assignee shall not be under any obligations or liability under the
                Assigned Contract, other than in connection with exercising its rights
                thereunder or be liable to make any payment
                thereunder.

            


    

     

    
      	 	
              (e)

            	
              The
                Parties agree that at any time other than when an Event of Default
                has
                occurred and is continuing, the Assignors shall be permitted to exercise
                each of the Assigned Rights without
                restriction.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
              3.

            	
              PRESERVATION
                OF SECURITY

            


    

     

    
      	
              3.1

            	
              Continuing
                security

            


    

     

    The
      security constituted by this Assignment is continuing up to and including the
      last day of the Security Period.

     

    
      	
              3.2

            	
              Additional
                security

            


    

     

    The
      security constituted by this Assignment is in addition to and is not in any
      way
      prejudiced by any other security now or subsequently held by the Assignee for
      any Secured Liability.

     

    
      	
              4.

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    
      	
              4.1

            	
              Representations
                and warranties

            


    

     

    Each
      Assignor makes on the date hereof the representations and warranties set out
      in
      this Clause 4
      (Representations and Warranties) to the Assignee.

     

    
      	
              4.2

            	
              Powers
                and authority

            


    

     

    It
      has
      the power to enter into and perform, and has taken all necessary action to
      authorise the entry into, performance and delivery of, this Assignment and
      the
      transactions contemplated by this Assignment.

     

    
      	
              4.3

            	
              Legal
                validity

            


    

     

    This
      Assignment constitutes, or when executed in accordance with its terms will
      constitute, its legal, valid and binding obligation enforceable in accordance
      with its terms and as at the date of this Assignment, neither Assignor is in
      material breach of the Assigned Contract.

     

    
      	
              4.4

            	
              Consents

            


    

     

    To
      the
      best of its knowledge and belief all authorisations required or advisable in
      connection with the entry into, performance, validity and enforceability of
      this
      Assignment have been obtained or effected and are in full force and
      effect.

     

    
      	
              4.5

            	
              No
                Conflict

            


    

     

    The
      entry
      into and performance by it of this Assignment do not and will not:

     

    
      	 	
              (a)

            	
              conflict
                with any law or regulation or judicial or official order;
                

            


    

     

    
      	 	
              (b)

            	
              conflict
                with its constitutional documents;
                or

            


    

     

    
      	 	
              (c)

            	
              conflict
                with any document which is binding upon it or its
                assets.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	
              5.

            	
              ENCUMBRANCES
                AND DISPOSALS

            


    

     

    Save
      for
      those security interests, assignments or transfers already created and existing,
      each Assignor undertakes with the Assignee that on and from the date hereof
      and
      until the end of the Security Period, it will not (except with the prior written
      consent of the Assignee or as otherwise permitted pursuant to the Loan
      Agreement):

     

    
      	 	
              (a)

            	
              create
                or permit to subsist any Security Interest upon all or any part of
                the
                Security Assets other than the security created hereunder;
                or

            


    

     

    
      	 	
              (b)

            	
              assign,
                transfer or otherwise dispose of the Assigned Contract except in
                circumstances contemplated in the Assigned
                Contract.

            


    

     

    
      	
              6.

            	
              UNDERTAKINGS

            


    

     

    Each
      Assignor undertakes to the Assignee that until the end of the Security Period
      (except with the prior written consent of the Assignee or as otherwise permitted
      pursuant to the Loan Agreement):

     

    
      	 	
              (a)

            	
              it
                shall not do or permit to be done anything which would materially
                prejudice the rights of the Assignee in the Security Assets (except
                as
                expressly contemplated in the Assigned Contract);
                and

            


    

     

    
      	 	
              (b)

            	
              it
                shall not vary or amend any material provisions of the Assigned Contract
                in any way that is materially adverse to the interests of the Assignee
                pursuant to this Assignment.

            


    

     

    
      	
              7.

            	
              ENFORCEMENT
                OF SECURITY

            


    

     

    
      	
              7.1

            	
              Enforcement

            


    

     

    This
      security shall be immediately enforceable at any time when an Event of Default
      is continuing and has not been waived by the Assignee and at such time the
      Assignee shall be entitled without notice immediately to put into force and
      exercise all the powers and remedies possessed by it according to law as
      mortgagee and chargee of the Security Assets as and when it may see fit (so
      that
      sections 93 and 103 of the Law of Property Act, 1925 shall not apply to this
      security) and in particular:

     

    
      	 	
              (a)

            	
              to
                take possession of, get in and collect the Security Assets, and to
                require
                payment to it of any revenues deriving
                therefrom;

            


    

     

    
      	 	
              (b)

            	
              to
                recover and collect all receivables and to give a good receipt therefor
                on
                behalf of each of the Assignors;

            


    

     

    
      	 	
              (c)

            	
              to
                perform or vary any of the Assigned Rights and/or rights under the
                Assigned Contract;

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              subject
                to the terms of the Assigned Contract, to assign any part or all
                of the
                Security Assets to any person on such terms as the Assignee considers
                appropriate;

            


    

     

    
      	 	
              (e)

            	
              to
                settle, adjust, refer to arbitration, compromise and arrange any
                claims,
                accounts, disputes, questions and demands with or by any person who
                is or
                claims to be a creditor of either Assignor or relating to the Assigned
                Rights and/or the Assigned
                Contract;

            


    

     

    
      	 	
              (f)

            	
              to
                bring, prosecute, enforce, defend and abandon actions, suits and
                proceedings in relation to the Assigned Rights and/or the Assigned
                Contract; and

            


    

     

    
      	 	
              (g)

            	
              to
                set-off any moneys comprised in the Security Assets against such
                or any of
                the Secured Liabilities.

            


    

     

    
      	
              7.2

            	
              Acknowledgment

            


    

     

    The
      Assignee acknowledges and agrees that it shall not serve an Election Notice
      unless the security is enforceable in accordance with Clause 7.1.

     

    
      	
              8.

            	
              RECEIVER

            


    

     

    
      	 	
              (a)

            	
              In
                addition to the powers conferred above, at any time when the security
                hereby created is enforceable the Assignee may appoint in writing
                a
                receiver or a receiver and manager (a "Receiver")
                of all or any part of the Security Assets and remove any Receiver
                so
                appointed and appoint another in his place and may from time to time
                fix
                the remuneration of any such
                Receiver.

            


    

     

    
      	 	
              (b)

            	
              The
                Assignee may by instrument in writing delegate to any such Receiver
                all or
                any of the rights, powers and discretions vested in it by this
                Assignment.

            


    

     

    
      	 	
              (c)

            	
              Such
                Receiver shall be the agent of the Assignor but notwithstanding this
                position, as between the Assignors and the Assignee, the Assignee
                shall be
                responsible for his acts and defaults and be liable on any contracts
                made
                by him, save to the extent that the Assignors would be responsible
                pursuant to the Loan Agreement for such acts or defaults if performed
                by
                the Assignee or be liable on any such contracts if made by the
                Assignee.

            


    

     

    
      	
              9.

            	
              APPLICATION
                OF PROCEEDS

            


    

     

    Any
      moneys received by the Assignee or any Receiver after the security constituted
      by this Assignment has become enforceable shall be applied in the following
      order of priority:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              in
                satisfaction of, or provision for, all costs and expenses incurred
                by the
                Assignee or any Receiver (including but not limited to costs and
                expenses
                incurred by the Assignee or any Receiver in the course of exercising
                any
                rights hereunder) and of all remuneration due to any Receiver under
                this
                Assignment;

            


    

     

    
      	 	
              (b)

            	
              in
                or towards payment of the Secured Liabilities or such part of them
                as is
                then due and payable; and

            


    

     

    
      	 	
              (c)

            	
              subject
                to the terms of the Loan Agreement, in payment of the surplus (if
                any) to
                the Assignor entitled to it.

            


    

     

    
      	
              10.

            	
              POWER
                OF ATTORNEY

            


    

     

    
      	 	
              (a)

            	
              Each
                Assignor hereby by way of security for the ultimate balance of the
                Secured
                Liabilities irrevocably appoints the Assignee and any Receiver appointed
                by the Assignee jointly or severally as its attorney(s) on its behalf
                and
                in its name to exercise the rights (to the extent that such rights
                are
                enforceable at the relevant time) conferred on the Assignee pursuant
                to
                this Assignment in relation to the Security
                Assets.

            


    

     

    
      	 	
              (b)

            	
              The
                Assignee may, at any time when an Event of Default is continuing
                which has
                not been waived by the Assignee:

            


    

     

    
      	 	
              (i)

            	
              ask,
                require, demand, receive and give acquittance for any sum forming
                part of
                the Security Assets;

            


    

     

    
      	 	
              (ii)

            	
              endorse
                any cheques or other instruments or orders in connection therewith;
                and

            


    

     

    
      	 	
              (iii)

            	
              make
                any claims or take any action or institute any proceedings which
                may be
                necessary or advisable to protect the interests of the Assignee in
                all or
                any part of the Security Assets.

            


    

     

    
      	
              11.

            	
              WAIVERS
                AND REMEDIES CUMULATIVE

            


    

     

    The
      rights of the Assignee under this Assignment: 

     

    
      	 	
              (a)

            	
              may
                be exercised as often as necessary;


            


    

     

    
      	 	
              (b)

            	
              are
                cumulative and are not exclusive of its rights under general law;
                and

            


    

     

    
      	 	
              (c)

            	
              may
                be waived only in writing and
                specifically.

            


    

     

    Delay
      in
      exercising or non-exercise of any such right is not a waiver of that
      right.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	
              12.

            	
              CHANGES
                TO THE PARTIES 

            


    

     

    Subject
      to and in accordance with the terms of the Loan Agreement, the Assignee may
      assign, transfer, novate or dispose of its rights and/or obligations under
      this
      Assignment. This Assignment shall remain in effect despite any amalgamation
      or
      merger (however effected) relating to the Assignee, and references to the
      Assignee shall be deemed to include any person who, under the laws of its
      jurisdiction of incorporation or domicile, has assumed the rights and
      obligations of the Assignee under this Assignment or to which, under such laws,
      those rights and obligations have been transferred.

     

    
      	
              13.

            	
              SEVERABILITY

            


    

     

    If
      a
      provision of this Assignment is or becomes illegal, invalid or unenforceable
      in
      any jurisdiction, that shall not affect or impair:

     

    
      	 	
              (a)

            	
              the
                validity, legality or enforceability in that jurisdiction of any
                other
                provision of this Assignment; or

            


    

     

    
      	 	
              (b)

            	
              the
                validity, legality or enforceability in other jurisdictions of that
                or any
                other provision of this Assignment.

            


    

     

    
      	
              14.

            	
              COSTS
                AND EXPENSES

            


    

     

    Subject
      to the terms of or any limitations set out in the Loan Agreement, the Assignors
      shall, within three Business Days of demand by the Assignee, indemnify the
      Assignee for all costs and expenses reasonably and properly incurred by the
      Assignee in connection with (a) the execution of this Assignment or otherwise
      in
      relation to it, (b) the perfection or enforcement of the security constituted
      by
      this Assignment or (c) the exercise of any of the rights accruing to the
      Assignee under this Assignment, and neither the Assignee nor any Receiver
      appointed hereunder shall be obliged to take any action hereunder unless it
      has
      been indemnified to its reasonable satisfaction for so doing.

     

    
      	
              15.

            	
              COUNTERPARTS

            


    

     

    This
      Assignment may be executed in any number of counterparts and this has the same
      effect as if the signatures on the counterparts were on a single copy of this
      Assignment.

     

    
      	
              16.

            	
              RELEASE

            


    

     

    Upon
      the
      expiry of the Security Period (but not otherwise), the Assignee shall at the
      request of either Assignor, execute and do all such deeds, acts and things
      as
      may be necessary to release the Security Assets from the security constituted
      by
      this Assignment.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      	
              17.

            	
              ENGLISH
                LANGUAGE

            


    

     

    All
      documents to be furnished or communications to be given or made under this
      Assignment shall be in the English language or, if in another language, shall
      be
      accompanied by a translation into English certified by the Party providing
      such
      document, which translation shall be the governing version between the Assignors
      and the Assignee.

     

    
      	
              18.

            	
              NOTICES

            


    

     

    Any
      notice, application or other communication to be given or made under this
      Assignment to the Assignee or to the Assignors shall be in writing. Such notice,
      application or other communication shall be deemed to have been duly given
      or
      made when it is delivered by hand, courier or facsimile transmission to the
      Party to which it is required or permitted to be given or made at such Party's
      address specified below or at such other address as such Party designates by
      notice to the Party giving or making such notice, application or other
      communication.

     

    For
      CME
      ME:

    


    Dam
      5B

    1012
      JS
      Amsterdam

    The
      Netherlands

    
      	 	
              Attn:

            	
              Managing
                Director

            


    

    
      	 	
              Fax:

            	
              +31
                20 423 1404

            


    

    


    With
      a
      copy to:

    c/o
      CME
      Development Corporation

    81
      Aldwych

    London
      WC2B 4HN

    United
      Kingdom

    
      	 	
              Attn:

            	
              General
                Counsel

            


    

    
      	 	
              Fax:

            	
              +44
                207 430 5403

            


    

    


    For
      CME
      Ltd:

    


    c/o
      CME
      Development Corporation

    81
      Aldwych

    London
      WC2B 4HN

    United
      Kingdom

    
      	 	
              Attn:

            	
              General
                Counsel

            


    

    
      	 	
              Fax:

            	
              +44
                207 430 5403

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    For
      the
      Assignee:

     

    European
      Bank for Reconstruction and Development

    One
      Exchange Square

    London
      EC2A 2JN

    United
      Kingdom

    
      	 	
              Attn:

            	
              Operation
                Administration Unit

            


    

    
      	 	
              Fax:

            	
              +44-20-7338-6100

            


    

    


    
      	
              19.

            	
              PRIVILEGES
                AND IMMUNITIES

            


    

     

    Nothing
      in this Assignment shall be construed as a waiver, renunciation or other
      modification of any immunities, privileges or exemptions of the Assignee
      accorded under the Agreement Establishing the European Bank for Reconstruction
      and Development, international convention or any applicable law.

     

    
      	
              20.

            	
              WAIVER
                OF SOVERIGN IMMUNITY

            


    

     

    Each
      Assignor represents and warrants that this Assignment and the incurring by
      each
      Assignor of the obligations hereunder are commercial rather than public or
      governmental acts and that such Assignor is not entitled to claim immunity
      from
      legal proceedings with respect to itself or any of its assets on the grounds
      of
      sovereignty or otherwise under any law or in any jurisdiction where an action
      may be brought for the enforcement of any of the obligations arising under
      or
      relating to this Assignment. To the extent that the Assignors or any of their
      assets has or hereafter may acquire any right to immunity from set-off, legal
      proceedings, attachment prior to judgement, other attachment or execution of
      judgement on the grounds of sovereignty or otherwise, each Assignor hereby
      irrevocably waives such rights to immunity in respect of its obligations arising
      under or relating to this Assignment.

     

    
      	
              21.

            	
              GOVERNING
                LAW

            


    

     

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

     

    
      	
              22.

            	
              JURISDICTION

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              Any
                dispute, controversy or claim arising out of or relating to this
                Assignment, 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 the London Court of International Arbitration.
                The seat
                and place of arbitration shall be London, England and the English
                language
                shall be used throughout the arbitral proceedings. The Parties hereby
                waive any rights under the Arbitration Act 1996 or otherwise to appeal
                any
                arbitration award to, or to seek a 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 Assignors agree that it shall
                not
                seek from any judicial authority, any interim measures of protection
                or
                pre-award relief against the Assignee, any provisions of 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 Assignee (but no
                other
                party) insofar as such dispute arises out of any Financing Agreement,
                but,
                subject to the foregoing, no other parties or other disputes shall
                be
                included in, or consolidated with, the arbitral proceedings.
                

            


    

     

    
      	 	
              (b)

            	
              Notwithstanding
                Clause 22(a), this Assignment and the other Financing Agreements,
                and any
                rights of the Assignee arising out of or relating to this Assignment
                or
                any other Financing Agreement, may, at the option of the Assignee,
                be
                enforced by the Assignee in the courts of Netherlands, Bermuda, or
                England
                or in any other courts having jurisdiction. For the benefit of the
                Assignee, each Assignor hereby irrevocably submits 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 Assignment
                or any
                other Financing Agreement, or the breach, termination or invalidity
                hereof
                or thereof. Each Assignor hereby irrevocably designates, appoints
                and
                empowers 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 Assignee in respect of any Financing Agreement. Each
                Assignor hereby irrevocably consents 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.
                Each
                Assignor covenants and agrees that, so long as it has any obligations
                under this Assignment, it 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 Assignee in respect
                of any
                Financing Agreement and shall keep the Assignee advised of the identity
                and location of such agent. Nothing herein shall affect the right
                of the
                Assignee to commence legal actions or proceedings against the Assignors
                in
                any manner authorised by the laws of any relevant jurisdiction. The
                commencement by the Assignee of legal actions or proceedings in one
                or
                more jurisdictions shall not preclude the Assignee from commencing
                legal
                actions or proceedings in any other jurisdiction, whether concurrently
                or
                not. Each Assignor irrevocably waives any objection it may now or
                hereafter have on any grounds whatsoever to the laying of venue of
                any
                legal action or proceeding and any claim it may now or hereafter
                have that
                any such legal action or proceeding has been brought in an inconvenient
                forum.

            


    

     

    
      	 	
              (c)

            	
              The
                Assignors agree to the provisions of this Clause 22 solely because
                the
                counterparty to this Agreement as at the date hereof is the
                Assignee.

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto, acting through their duly authorised representatives, have
      caused this Assignment to be signed as a Deed in their respective names as
      of
      the date first above written.

    


     

    EXECUTED
      as a Deed for
      and
      on behalf of

    CME
      MEDIA ENTERPRISES B.V.

    


     

    
      	
              By:

            	
              /s/
                Alphons van Spaendonck

            	 
	 	 	 
	 	
              Name:
                Alphons van Spaendonck

            	 
	 	
              Title: 
                Managing Director

            	 


    

    


     

    
      	
              By:

            	
              /s/
                Henk van Wijlen

            	 
	 	 	 
	 	
              Name:
                Pan-Invest,
                B.V.

            	 
	 	
              Title:
                Managing Director

            	 


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    THE
      COMMON SEAL OF

    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

    was
      hereto affixed in the presence of

     

     

    
      	
              By:

            	
              /s/
                Michael Garin

            	 
	 	 	 
	 	
              Name:
                Michael Garin

            	 
	 	
              Title:
                Chief Executive Officer

            	 


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    EXECUTED
      as a Deed for
      and
      on behalf of

    EUROPEAN
      BANK FOR RECONSTRUCTION AND DEVELOPMENT

    


     

    
      	
              By:

            	
              /s/
                David Cooper

            	 
	 	 	 
	 	
              Name:
                David Cooper

            	 
	 	
              Title:
                Acting Director - Telecoms, Informatics and
                Media

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    
Form
      of Notice of Assignment 

     

    
      	
              From:

            	
              CME
                MEDIA ENTERPRISES B.V.; and

            


    

    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD. (together the "Assignors");
      and

     

    EUROPEAN
      BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Assignee")

     

    
      	
              To:

            	
              PPF
                (CYPRUS) LTD

            


    

     

    Date:
      l

    Dear
      Sirs,

     

    NOTICE
      OF ASSIGNMENT OF FRAMEWORK AGREEMENT (the "Contract")

     

    We
      hereby
      give you notice that we, the Assignors and the Assignee, have entered into
      a
      security assignment (the "Assignment")
      dated
July
      21,
      2006.
      Pursuant to the Assignment, the Assignors have assigned to the Assignee all
      of
      their present and future rights, benefits, interests and claims under and in
      respect of the Contract, subject only to the Security Assignment dated
      May 5, 2005 (the "Prior
      Assignment")
      between the Assignors and JPMorgan Chase Bank, N.A., London Branch (the
      "Security
      Trustee").
      The
      terms of this notice shall be subject only to the rights of the Security Trustee
      under the Prior Assignment. 

     

    Please
      note the following:

     

    
      	
              (1)

            	
              The
                Assignors continue to be solely responsible to you for the performance
                of
                their obligations under the Contract and the Assignee shall not be
                under
                any obligation or liability under the Contract by reason of the Assignment
                or anything arising therefrom.

            


    

     

    
      	
              (2)

            	
              From
                the date hereof you should perform all of your obligations under
                the
                Contract (including the making of any payments pursuant to the Contract)
                in accordance with these
                instructions.

            


    

     

    
      	
              (3)

            	
              The
                Assignee has agreed that until such time when the Assignee has delivered
                to you written notice of its election to exercise the Assignors’ rights
                under the Contract (an "Election
                Notice"):

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    
      	 	
              (i)

            	
              you
                should continue to pay to the Assignors any sums which you may become
                obliged to pay to each of them under the
                Contract,

            


    

     

    
      	 	
              (ii)

            	
              each
                Assignor shall remain entitled to exercise all of its rights, powers
                and
                discretions relating to the Contract without any restriction and
                without
                the consent of the Assignee,

            


    

     

    
      	 	
              (iii)

            	
              each
                Assignor shall remain entitled to deal with you in respect of any
                provision of the Contract or give consent relating to any provision
                of the
                Contract without the prior consent of the Assignee;
                and

            


    

     

    
      	 	
              (iv)

            	
              you
                should continue to give notices in relation to the Contract to the
                Assignors.

            


    

     

    
      	
              (4)

            	
              The
                Assignors instruct you, at any time after the Assignee has delivered
                to
                you an Election Notice, to comply with any payment or other instructions
                contained therein or in any subsequent written notice to you from
                the
                Assignee, including without limitation any instruction to pay to
                such
                account as the Assignee may nominate the full amount of any sums
                which you
                may become obliged to pay to the Assignors under the Contract, provided
                always that any such instructions do not exceed the rights of the
                Assignors pursuant to the Contract.

            


    

     

    
      	
              (5)

            	
              Save
                as set out above, the Assignment does not affect your rights or
                obligations under the Contract.

            


    

     

    Please
      sign the enclosed acknowledgment of this Notice of Assignment and send it to
      the
      Assignee at EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT at:

     

    European Bank for Reconstruction and Development

    One Exchange Square

    London EC2A 2JN

    United Kingdom

    


    
      	 	
              Attention:

            	
              Operation
                Administration Unit

            


    

    


    
      	 	
              Fax:

            	
              +44-20-7338-6100

            


    

    


    This
      letter is governed by English law.

     

    Yours
      faithfully, 

    


    
      	 	 


    

    


    For
      and
      on behalf of

    CME
      MEDIA
      ENTERPRISES B.V.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    
      	 	 


    

    


    For
      and
      on behalf of

    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

    


    
      	 	 


    

    


    For
      and
      on behalf of

    EUROPEAN
      BANK FOR RECONSTRUCTION AND DEVELOPMENT

    


    
      	 	 


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

     

    Form
      of Acknowledgment of Assignment

     

     

    
      	
              From:

            	
              PPF
                (CYPRUS) LTD

            


    

     

    
      	
              To:

            	
              EUROPEAN
                BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Assignee")

            


    

     

    
      	
              Copy:

            	
              CME
                MEDIA ENTERPRISES B.V. and

            


    

     

    CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.

     

    Date:
      l

     

    Dear
      Sirs,

     

    ACKNOWLEDGMENT
      OF NOTICE OF ASSIGNMENT OF FRAMEWORK AGREEMENT

     

    We
      refer
      to a letter dated l
      (the
      "Notice
      of Assignment")
      from
      CME Media Enterprises B.V. and Central European Media Enterprises Ltd. as the
      Assignors and European Bank for Reconstruction and Development as the Assignee
      to us notifying us of the Assignment therein specified.

     

    We
      acknowledge that we have been given notice of and consent to the Assignment.
      

     

    This
      letter is governed by English law.

     

    Yours
      faithfully,

     

    
      	 	 


    

    


    For
      and
      on behalf of

    PPF
      (CYPRUS) LTD

     

     

    21