Exhibit 10.54


    
      

    


    (Operation
      Number - 36371) 

     

    DEED
      OF GUARANTEE AND INDEMNITY 

    


    between

    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES N.V.

     

    and

    


    EUROPEAN
      BANK

    FOR
      RECONSTRUCTION AND DEVELOPMENT

    


    


    Dated
      -
      July
      21, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      
        	
                ARTICLE
                  I - INTERPRETATION

              	
                1

              
	 	 	 
	
                SECTION
                  1.01. 

              	
                DEFINITIONS

              	
                1

              
	
                SECTION
                  1.02. 

              	
                INTERPRETATION

              	
                2

              
	 	 	 
	
                ARTICLE
                  II - GUARANTEE AND INDEMNITY

              	
                2

              
	 	 	 
	
                SECTION
                  2.01. 

              	
                GUARANTEE

              	
                2

              
	
                SECTION
                  2.02. 

              	
                INDEMNITY

              	
                2

              
	 	 	 
	
                ARTICLE
                  III - CREDITOR PROTECTIONS

              	
                3

              
	 	 	 
	
                SECTION
                  3.01. 

              	
                CONTINUING
                  SECURITY

              	
                3

              
	
                SECTION
                  3.02. 

              	
                GUARANTOR
                  AS PRINCIPAL DEBTOR

              	
                3

              
	
                SECTION
                  3.03. 

              	
                PRIMARY
                  OBLIGATION

              	
                4

              
	
                SECTION
                  3.04. 

              	
                NO
                  SECURITY

              	
                4

              
	 	 	 
	
                ARTICLE
                  IV - PAYMENTS; DISCHARGE; COSTS

              	
                5

              
	 	 	 
	
                SECTION
                  4.01. 

              	
                INTEREST

              	
                5

              
	
                SECTION
                  4.02. 

              	
                SUSPENSE
                  ACCOUNT

              	
                5

              
	
                SECTION
                  4.03. 

              	
                INSUFFICIENT
                  PAYMENTS

              	
                5

              
	
                SECTION
                  4.04. 

              	
                NEW
                  ACCOUNTS

              	
                6

              
	
                SECTION
                  4.05. 

              	
                DISCHARGE
                  TO BE CONDITIONAL

              	
                6

              
	
                SECTION
                  4.06. 

              	
                PAYMENTS
                  AND TAXES

              	
                6

              
	
                SECTION
                  4.07. 

              	
                DEMANDS
                  AND NOTIFICATION BINDING

              	
                7

              
	
                SECTION
                  4.08. 

              	
                COSTS
                  AND EXPENSES

              	
                7

              
	
                SECTION
                  4.09. 

              	
                SET-OFF

              	
                7

              
	
                SECTION
                  4.10. 

              	
                CURRENCY
                  INDEMNITY

              	
                7

              
	 	 	 
	
                ARTICLE
                  V - REPRESENTATIONS AND WARRANTIES; UNDERTAKINGS

              	
                8

              
	 	 	 
	
                SECTION
                  5.01. 

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE GUARANTOR

              	
                8

              
	 	 
	
                ARTICLE
                  VI - MISCELLANEOUS

              	
                9

              
	 	 	 
	
                SECTION
                  6.01. 

              	
                NOTICES

              	
                9

              
	
                SECTION
                  6.02. 

              	
                ENGLISH
                  LANGUAGE

              	
                10

              
	
                SECTION
                  6.03. 

              	
                RIGHTS,
                  REMEDIES AND WAIVERS

              	
                10

              
	
                SECTION
                  6.04. 

              	
                GOVERNING
                  LAW

              	
                10

              
	
                SECTION
                  6.05. 

              	
                ARBITRATION
                  AND JURISDICTION

              	
                10

              
	
                SECTION
                  6.06. 

              	
                PRIVILEGES
                  AND IMMUNITIES OF EBRD

              	
                12

              
	
                SECTION
                  6.07. 

              	
                WAIVER
                  OF SOVEREIGN IMMUNITY

              	
                12

              
	
                SECTION
                  6.08. 

              	
                SUCCESSORS
                  AND ASSIGNS; THIRD PARTY RIGHTS

              	
                12

              
	
                SECTION
                  6.09. 

              	
                DISCLOSURE

              	
                12

              
	
                SECTION
                  6.10. 

              	
                SEVERABILITY

              	
                13

              
	
                SECTION
                  6.11. 

              	
                COUNTERPARTS

              	
                13

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    DEED
      Of GUARANTEE AND INDEMNITY

    


    This
      GUARANTEE AND INDEMNITY (this
      “Guarantee”) is
      made
      as a DEED
      on July 21,
      2006
      between
      CENTRAL EUROPEAN MEDIA ENTERPRISES N.V.,
      a
      public company with limited liability organised and existing under the laws
      of
      the Netherlands Antilles (the "Guarantor"), and EUROPEAN
      BANK FOR RECONSTRUCTION AND DEVELOPMENT
      ("EBRD").

    


    WHEREAS:

    


    (A)   By
      a loan
      agreement (the "Loan Agreement") dated on or about the date hereof between
      EBRD and CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (the "Company"), EBRD agreed
      to
      extend to the Company a loan (the "Loan"), in the principal amount not to exceed
      €100,000,000, on the terms and conditions therein set forth in the Loan
      Agreement.

    


    (B)    It
      is a
      condition of disbursement under the Loan Agreement that the Guarantor shall
      have
      agreed to guarantee the obligations of the Company in respect of the Loan on
      terms and conditions satisfactory to EBRD.

    


    (D)   The
      Guarantor, in consideration of EBRD entering into the Loan Agreement and
      agreeing to disburse thereunder, has agreed so to guarantee the obligations
      of
      the Company under the Financing Agreements.

     

    
      (E)    The
        giving of this Guarantee is for the commercial benefit of the
        Guarantor.

    

     

    NOW
      THEREFORE THIS DEED WITNESSES,
      and the
      Guarantor hereby agrees as follows:

     

     

    ARTICLE
      I - INTERPRETATION 

    


    
      	
              Section
                1.01.

            	
              Definitions

            


    

    


    Wherever
      used in this Guarantee, unless the context otherwise requires or unless
      otherwise defined in this Guarantee, terms defined in the Loan Agreement have
      the same meanings herein. The Guarantor has been provided with, and hereby
      acknowledges receipt of a copy of the Loan Agreement. 


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	
              Section
                1.02.

            	
              Interpretation

            


    

    


    (a)   In
      this
      Guarantee, unless the context otherwise requires, words denoting the singular
      include the plural and vice versa, words denoting persons include corporations,
      partnerships and other legal persons and references to a person include its
      successors and permitted assigns.

    


    (b)   In
      this
      Guarantee, a reference to a specified Article or Section shall be construed
      as a
      reference to that specified Article or Section of this Guarantee.

    


    (c)   In
      this
      Guarantee, a reference to an agreement shall be construed as a reference to
      such
      agreement as it may be amended, varied, supplemented, novated or assigned from
      time to time.

    


    (d)   In
      this
      Guarantee, the headings and the Table of Contents are inserted for convenience
      of reference only and shall not affect the interpretation of this
      Guarantee.

    


    (e)   In
      this
      Guarantee, references to this Guarantee are to include the indemnity in Section
      2.02.

    


    (f)    In
      this
      Guarantee, references to liability are to include any liability whether actual,
      contingent, present or future.

     

     

    ARTICLE
      II - GUARANTEE AND INDEMNITY

    


    
      	
              Section
                2.01.

            	
              Guarantee

            


    

     

    The
      Guarantor irrevocably and unconditionally guarantees (as primary obligor and
      not
      merely as surety):

    


    (a)   to
      pay to
      EBRD on demand, and in the currency in which the same falls due for payment,
      all
      monies and liabilities which are now or at any time hereafter shall have been
      advanced to, become due, owing or incurred by the Company to or in favour of
      EBRD under or in connection with any of the Financing Agreements when and as
      the
      same shall become due; and

    


    (b)   the
      due
      and punctual performance and discharge by the Company of all of its obligations
      and liabilities under the Financing Agreements.

     

    
      	
              Section
                2.02.

            	
              Indemnity

            


    

    


    The
      Guarantor, as a separate and independent obligation and liability from its
      obligations and liabilities under Section 2.01, irrevocably and unconditionally
      agrees to indemnify EBRD in full on demand against all losses, costs and
      expenses suffered or incurred by EBRD arising from or in connection with any
      one
      or more of the purported liabilities or obligations of the Company to EBRD
      pursuant to or in consequence of any of the Financing Agreements being or
      becoming unlawful, void, voidable or unenforceable, ineffective or otherwise
      not
      recoverable on the basis of a guarantee (whether by reason of any legal
      limitation, illegality, disability or incapacity on or of the Company or the
      Guarantor or any other person or by reason of any other fact or circumstance,
      and whether or not known to or discoverable by the Guarantor, the Company,
      EBRD
      or any other person). 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    ARTICLE
      III - CREDITOR PROTECTIONS

     

    
      	
              Section
                3.01.

            	
              Continuing
                Security

            


    

    


    The
      Guarantor acknowledges and agrees that this Guarantee is and at all times shall
      be continuing security and shall extend to cover the ultimate balance due at
      any
      time from the Company to EBRD under or in respect of the Financing Agreements
      and any of the transactions contemplated thereby regardless of any intermediate
      payment or performance or discharge in whole or in part.

     

    Section
      3.02. Guarantor as Principal Debtor

    


    The
      Guarantor acknowledges and agrees that none of its liabilities under this
      Guarantee shall be reduced, discharged or otherwise impaired by:

    


    (a)   any
      variation, extension, discharge, compromise, dealing with, exchange or renewal
      of any right or remedy which EBRD may now or hereafter have from or against
      the
      Company or any other person in respect of any of the obligations and liabilities
      of the Company or any other person under and in respect of any of the Financing
      Agreements;

    


    (b)   any
      act
      or omission by EBRD or any other person in taking up, perfecting or enforcing
      any security, indemnity or guarantee from or against the Company or any other
      person;

    


    (c)   any
      termination, amendment, variation, novation or supplement of or to any of the
      Financing Agreements (other than termination following full and irrevocable
      payment of all amounts which may be or become payable under or in connection
      with the Financing Agreements);

    


    (d)   any
      grant
      of time, indulgence, waiver, consent or concession to the Company and or other
      person;

    


    (e)   any
      of
      the insolvency, bankruptcy, liquidation, administration, winding-up, incapacity,
      limitation, disability and discharge by operation of law of, and any change
      in
      the constitution or name of, the Company or any other person;


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (f)    any
      invalidity, illegality, unenforceability, irregularity of, or any defect in,
      any
      provision of any Financing Agreement or any Security or other guarantee or
      any
      of the actual or purported obligations of the Company or any other person under
      or in connection with any Financing Agreement or any Security or any other
      guarantee;

    


    (g)   any
      claim
      against or enforcement of payment from the Company or any other person;


    


    (h)   the
      taking, existence or release of any Security or other guarantee;

    


    (i)    the
      release of any debtor or co-guarantor or any other person under the terms of
      any
      composition or arrangement with any creditor of the Company; 

    


    (j)    any
      re-organisation or alteration of the legal structure of the Company or any
      other
      party to a Financing Agreement;

    


    (k)   any
      purported or actual assignment of the Financing Agreements by EBRD to any
      person; or

    


    (l)    any
      act
      or omission which would not have discharged or affected the liability of the
      Guarantor had it been a principal debtor instead of guarantor or indemnitor
      or
      by anything done or omitted by any person which but for this provision might
      operate to exonerate or discharge the Guarantor or otherwise reduce or
      extinguish its liability under this Guarantee.

     

    
      	
              Section
                3.03.

            	
              Primary
                Obligation

            


    

    


    EBRD
      shall not be obliged before taking steps to enforce any of its rights and
      remedies under this Guarantee to make any demand or seek to enforce any right
      against the Company or any other person, to obtain judgement in any court
      against the Company or any other person or to file any claim in a bankruptcy,
      liquidation or similar proceedings of the Company or any other person.


     

    
      	
              Section
                3.04.

            	
              No
                Security

            


    

    


    (a)   The
      Guarantor warrants to EBRD that it has not taken or received, and agrees not
      to
      take, exercise or receive the benefit of any security or other right or benefit
      (whether by set-off, counterclaim, subrogation, indemnity, proof in liquidation
      or otherwise and whether from contribution or otherwise, all together "Rights")
      from or against any of the Company and any other person in respect of any
      liability of or payment by the Guarantor under this Guarantee or otherwise
      in
      connection with this Guarantee.

    


    (b)   If
      any of
      such Rights is taken, exercised or received by the Guarantor, the Guarantor
      declares that such Rights and all monies at any time received or held in respect
      of such Rights shall be held by the Guarantor in trust for EBRD for application
      in or towards the discharge of the liabilities of the Guarantor to EBRD under
      this Guarantee.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (c)   The
      Guarantor agrees that all other Rights and all monies from time to time held
      in
      trust by the Guarantor for EBRD under or pursuant to Section 3.04(b) shall
      be
      transferred, assigned or, as the case may be, paid to EBRD, promptly following
      EBRD's demand.

     

     

    ARTICLE
      IV - PAYMENTS; DISCHARGE; COSTS

     

    
      	
              Section
                4.01.

            	
              Interest

            


    

     

    The
      Guarantor agrees to pay interest to EBRD on all sums demanded under this
      Guarantee from the date of EBRD's demand under this Guarantee or, if earlier,
      the date on which the relevant damages, losses, costs or expenses arose in
      respect of which such demand has been made, in each case until the date of
      actual payment (after as well as before judgement). Such interest shall be
      at
      the rate of interest applicable to overdue amounts under the Loan Agreement
      and
      shall be calculated in accordance with Section 3.06 of the Loan Agreement.
      The
      amount of interest payable on any such sums for any period pursuant to this
      Section shall be reduced by the amount of any interest otherwise paid by the
      Guarantor on such sums pursuant to the terms of the Loan Agreement or of any
      other Financing Agreement for the same period. 

    


    
      	
              Section
                4.02.

            	
              Suspense
                Account

            


    

    


    Until
      all
      amounts which may be or become payable under or in connection with the Financing
      Agreements have been irrevocably paid in full, for the purpose of enabling
      EBRD
      to sue the Company or the Guarantor or to prove in the bankruptcy, liquidation
      or insolvency of the Company or the Guarantor for amounts payable by the Company
      under the Loan Agreement or any other Financing Agreement or by the Guarantor
      under this Guarantee, or to preserve intact the liability of any other party,
      EBRD may at any time place and keep, for such time as EBRD thinks prudent,
      any
      monies received, recovered or realised hereunder or under any other guarantee
      or
      security to the credit of an account of the Company, the Guarantor or of such
      other person (if any) as EBRD shall think fit, without any obligation on the
      part of EBRD to apply the same or any part thereof in or towards the discharge
      of any of the monies, obligations and liabilities that are the subject of this
      Guarantee.

    


    
      	
              Section
                4.03.

            	
              Insufficient
                Payments

            


    

    


    If
      EBRD
      at any time receives less than the full amount then due and payable to it under
      this Guarantee, EBRD shall have the right to allocate and apply the amount
      received in any way or manner and for such purpose or purposes under this
      Guarantee as EBRD in its sole discretion determines, notwithstanding any
      instruction that the Guarantor may give to the contrary.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	
              Section
                4.04.

            	
              New
                Accounts

            


    

    


    (a)   If
      this
      Guarantee ceases to be continuing for any reason whatsoever (other than
      termination following full and irrevocable payment of all amounts which may
      be
      or become payable under or in connection with the Financing Agreements), then
      EBRD may open a new account or accounts in the name of the Company.

    


    (b)   If
      EBRD
      does not open a new account or accounts pursuant to (a) above, it shall
      nevertheless be treated as if it had done so at the time that this Guarantee
      ceases to be continuing (whether by determination, calling in or otherwise)
      in
      relation to the Company.

    


    (c)   As
      from
      that time, all payments made to EBRD by or on behalf of the Company shall be
      credited or be treated as having been credited to the new account or accounts
      and shall not operate to reduce the amount for which this Guarantee is available
      at that time nor shall the liability of the Guarantor under this Guarantee
      in
      any manner be reduced or affected by any subsequent transactions, receipts
      or
      payments into or out of any such accounts.

    


    
      	
              Section
                4.05.

            	
              Discharge
                to be Conditional

            


    

    


    Any
      release, discharge or settlement between the Guarantor and EBRD in relation
      to
      this Guarantee shall be conditional upon no right, security, disposition or
      payment to EBRD by the Guarantor or any other person being void, set aside
      or
      ordered to be refunded pursuant to any enactment or law relating to breach
      of
      duty by any person, bankruptcy, liquidation, administration, protection from
      creditors generally or insolvency or for any other reason. If any such right,
      security, disposition or payment is void or at any time so set aside or ordered
      to be refunded, EBRD shall be entitled subsequently to enforce this Guarantee
      against the Guarantor as if such release, discharge or settlement had not
      occurred and any such security, disposition or payment had not been
      made.

    


    
      	
              Section
                4.06.

            	
              Payments
                and Taxes

            


    

    


    All
      amounts due to EBRD under this Guarantee shall be paid without any set-off,
      condition or counterclaim whatsoever to such account at such office or bank
      as
      EBRD may notify to the Guarantor. Such payments shall be free and clear of,
      and
      without deduction or withholding for or on account of, any taxes, duties, fees
      or other charges of whatever nature; provided, however, that, in the event
      that
      the Guarantor is prevented by operation of law or otherwise from making such
      payments free and clear of such deductions or withholdings, the amount due
      under
      this Guarantee shall be increased to such amount as may be necessary to remit
      to
      EBRD the full amount it would have received had such payment been made without
      such deductions or withholdings.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
              Section
                4.07.

            	
              Demands
                and Notification Binding

            


    

    


    Any
      demand, notification or certificate given by EBRD specifying amounts due and
      payable under or in connection with any of the provisions of this Guarantee
      shall, in the absence of manifest error, be conclusive and binding on the
      Guarantor.

    


    
      	
              Section
                4.08.

            	
              Costs
                and Expenses

            


    

    


    The
      Guarantor shall, on demand and on a full indemnity basis, pay to EBRD the amount
      of all costs and expenses (including legal and out-of-pocket expenses and any
      value added tax on such costs and expenses) which EBRD incurs in connection
      with:

    


    (a)   any
      actual or proposed amendment, variation, supplement, waiver or consent under
      or
      in connection with this Guarantee;

    


    (b)   any
      discharge or release of this Guarantee; and

    


    (c)   the
      preservation or exercise (or attempted preservation or exercise), and the
      enforcement (or attempted enforcement) of, any rights under or in connection
      with, this Guarantee.

    


    
      	
              Section
                4.09.

            	
              Set-off

            


    

    


    EBRD
      shall have the right, to the fullest extent permitted by law, to set off any
      amount owed by EBRD to the Guarantor, whether or not matured, against any amount
      then due and payable by the Guarantor under this Guarantee, whether or not
      EBRD
      had demanded payment by the Guarantor of such amount and regardless of the
      currency or place of payment of either such amount. 

    


    
      	
              Section
                4.10.

            	
              Currency
                Indemnity

            


    

    


    If,
      under
      any applicable law or regulation or pursuant to a judgement or order being
      made
      or registered against the Guarantor or the liquidation of the Guarantor or
      without limitation for any other reason, any payment under or in connection
      with
      this Guarantee is made or falls to be satisfied in a currency (the "payment
      currency") other than the currency in which such payment is expressed to be
      due
      under or in connection with this Guarantee (the "contractual currency") then,
      to
      the extent that the amount of such payment actually received by EBRD, when
      converted into the contractual currency at the rate of exchange, falls short
      of
      the amount due under or in connection with this Guarantee, the Guarantor, as
      a
      separate and independent obligation, shall indemnify and hold harmless EBRD
      against the amount of such shortfall. For the purposes of this Clause, "rate
      of
      exchange" means the rate at which EBRD is able on or about the date of such
      payment to purchase, in accordance with its normal practice, the contractual
      currency with the payment currency and shall take into account (and the
      Guarantor shall be liable for) any premium and other costs of exchange including
      any taxes or duties incurred by reason of any such exchange.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    ARTICLE
      V - REPRESENTATIONS AND WARRANTIES; UNDERTAKINGS

     

    
      	
              Section
                5.01.

            	
              Representations
                and Warranties of the
                Guarantor

            


    

     

    The
      Guarantor hereby represents and warrants to EBRD that:

     

    (a)   the
      Guarantor is a corporation duly organised and validly existing under the laws
      of
      the Netherlands Antilles; 

     

    (b)   the
      Guarantor is fully familiar with and agrees to all the provisions of the
      Financing Agreements and the giving of this Guarantee is for its commercial
      benefit;

     

    (c)   the
      Guarantor has full power and authority (i) to execute and deliver this Guarantee
      and all notices, certificates and other documents related to this transaction
      and (ii) to comply with the provisions of, and perform all its obligations
      under, this Guarantee;

     

    (d)   the
      Guarantor has taken all necessary actions to authorise the execution and
      delivery of this Guarantee and this Guarantee constitutes the Guarantor's legal,
      valid and binding obligations enforceable against the Guarantor in accordance
      with its terms;

     

    (e)   the
      entry
      into and performance by the Guarantor of this Guarantee does not and will not
      violate in any respect (i) any law or regulation of any governmental or official
      authority or body, or (ii) the constitutional documents of the Guarantor, or
      (iii) any agreement, contract or other undertaking to which the Guarantor is
      a
      party or which is binding upon the Guarantor or its assets;

     

    (f)    all
      consents, licences, approvals and authorisations required in connection with
      the
      entry into, performance, validity and enforceability of this Guarantee and
      the
      transactions contemplated hereby have been obtained and are in full force and
      effect;

     

    (g)   it
      is not
      necessary for the legality, validity, enforceability or admissibility in
      evidence of this Guarantee that this Guarantee or any document relating hereto
      be registered, filed, recorded or enrolled with any court or authority in any
      relevant jurisdiction or that any stamp, registration or similar tax be paid
      on
      or in relation to this Guarantee;

     

    (h)   no
      action, suit, proceeding, litigation or dispute against the Guarantor is
      presently taking place or pending or, to its knowledge, threatened nor is there
      subsisting any judgement or award given against the Guarantor before any court,
      arbitral tribunal or other body which, in either case, might have a material
      adverse effect on the business or condition (financial or otherwise) of the
      Guarantor or on the ability of the Guarantor to perform any of its obligations
      under this Guarantee;


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    (i)    the
      Guarantor is not in default under any material agreement to which it is a party
      or by which it is bound (other than intra-Group agreements), and no Event of
      Default relating to the Guarantor (or event which, with the giving of notice
      or
      lapse of time or other applicable condition might constitute an Event of Default
      relating to the Guarantor) has occurred and is continuing nor will such a
      default or Event of Default (or such event) result from the performance by
      the
      Guarantor of any of its obligations under this Guarantee; and

     

    (j)    the
      obligations of the Guarantor under this Guarantee rank and will rank at least
      pari
      passu
      in all
      respects with all other present and future unsecured obligations of the
      Guarantor (apart from obligations mandatorily preferred by law).

     

     

    ARTICLE
      VI- MISCELLANEOUS

     

    
      	
              Section
                6.01.

            	
              Notices

            


    

    


    Any
      notice, application or other communication to be given or made under this
      Guarantee to EBRD or to the Guarantor 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 the Guarantor:

    


    Central
      European Media Enterprises N.V.

    c/o
      CME
      Development Corporation

    81
      Aldwych

    London
      WC2B 4HN

    United
      Kingdom

    


    
      	
              Attention:

            	
              General
                Counsel

            


    

    
      	
              Fax:

            	
              +44
                207 430 5403

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    For EBRD:

    


    European Bank for Reconstruction and Development

    One Exchange Square

    London EC2A 2JN

    United Kingdom

    


    
      	
              Attention:

            	
              Operation
                Administration Unit

            


    

    
      	
              Fax:

            	
              +44-20-7338-6100

            


    

     

    
      	
              Section
                6.02.

            	
              English
                Language

            


    

     

    All
      documents to be furnished or communications to be given or made under this
      Guarantee shall be in the English language or, if in another language, shall
      be
      accompanied by a translation into English by a translator acceptable to EBRD,
      which translation shall be the governing version between the Guarantor and
      EBRD.

     

    
      	
              Section
                6.03.

            	
              Rights,
                Remedies and Waivers

            


    

     

    (a)   The
      rights and remedies of EBRD in relation to any misrepresentations or breach
      of
      warranty on the part of the Guarantor shall not be prejudiced by any
      investigation by or on behalf of EBRD into the affairs of the Guarantor or
      the
      Company, by the execution or the performance of this Guarantee or of any other
      Financing Agreement or by any other act or thing which may be done by or on
      behalf of EBRD in connection with this Guarantee and which might, apart from
      this Section, prejudice such rights or remedies.

     

    (b)   No
      course
      of dealing and no delay in exercising, or omission to exercise, any right,
      power
      or remedy accruing to EBRD under this Guarantee or any other agreement shall
      impair any such right, power or remedy or be construed to be a waiver thereof
      or
      an acquiescence therein. No single or partial exercise of any such right, power
      or remedy shall preclude any other or further exercise thereof or the exercise
      of any other right, power or remedy. No action of EBRD in respect of any such
      default, or acquiescence by it therein, shall affect or impair any right, power
      or remedy of EBRD in respect of any other default.

     

    (c)   The
      rights and remedies provided in this Guarantee and the other Financing
      Agreements are cumulative and not exclusive of any other rights or remedies,
      whether provided by applicable law or otherwise.

     

    
      	
              Section
                6.04.

            	
              Governing
                Law 

            


    

     

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

     

    
      	
              Section
                6.05.

            	
              Arbitration
                and Jurisdiction

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (a)   Any
      dispute, controversy or claim arising out of or relating to this Guarantee,
      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 Guarantor agrees that it shall
      not
      seek from any judicial authority, any interim measures of protection or
      pre-award relief against EBRD, 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 EBRD (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
      Section 6.05(a), this Guarantee and the other Financing Agreements, and any
      rights of EBRD arising out of or relating to this Guarantee or any other
      Financing Agreement, may, at the option of EBRD, be enforced by EBRD in the
      courts of the Netherlands Antilles or England or in any other courts having
      jurisdiction. For the benefit of EBRD, the Guarantor 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 Guarantee
      or
      any other Financing Agreement, or the breach, termination or invalidity hereof
      or thereof. The Guarantor 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 EBRD in respect of any Financing Agreement. The
      Guarantor 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. The Guarantor covenants and
      agrees that, so long as it has any obligations under this Guarantee, 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 EBRD in respect of any Financing Agreement and shall keep EBRD advised of
      the
      identity and location of such agent. Nothing herein shall affect the right
      of
      EBRD to commence legal actions or proceedings against the Guarantor in any
      manner authorised by the laws of any relevant jurisdiction. The commencement
      by
      EBRD of legal actions or proceedings in one or more jurisdictions shall not
      preclude EBRD from commencing legal actions or proceedings in any other
      jurisdiction, whether concurrently or not. The Guarantor 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
      Guarantor agrees to the provisions of this Section 6.05 solely because the
      counterparty to this Agreement as at the date hereof is EBRD.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                6.06.

            	
              Privileges
                and Immunities of EBRD

            


    

     

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

     

    
      	
              Section
                6.07.

            	
              Waiver
                of Sovereign Immunity

            


    

     

    The
      Guarantor represents and warrants that this Guarantee and the incurring by
      the
      Guarantor of the obligations hereunder are commercial rather than public or
      governmental acts and that the Guarantor 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 Guarantee. To the extent that the Guarantor or any of its
      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, the Guarantor hereby
      irrevocably waives such rights to immunity in respect of its obligations arising
      under or relating to this Guarantee.

     

    
      	
              Section
                6.08.

            	
              Successors
                and Assigns;
                Third Party Rights

            


    

     

    (a)   This
      Guarantee shall bind and inure to the benefit of the respective successors
      and
      assigns of the parties hereto, except that the Guarantor may not assign or
      otherwise transfer all or any part of its rights or obligations under this
      Guarantee or enter into any transaction which would result in any of those
      rights or obligations passing to another person.

     

    (b)   EBRD
      may
      sell, transfer, assign, novate or otherwise dispose of all or part of its rights
      or obligations under this Guarantee and the other Financing Agreements
      without
      the
      consent of the Guarantor.

     

    (c)   Except
      as
      provided in Section 6.08(a) or 6.08(b), none of the terms of this Guarantee
      are
      intended to be enforceable by any third party.

     

    
      	
              Section
                6.09.

            	
              Disclosure

            


    

     

    EBRD
      may
      disclose such documents, information and records regarding the Guarantor and
      this transaction (including, without limitation, copies of this Guarantee and
      any Financing Agreement) as EBRD deems appropriate in connection with any
      dispute involving the Guarantor, the Company or any other party to a Financing
      Agreement, for the purpose of preserving or enforcing any of EBRD's rights
      under
      any Financing Agreement or collecting any amount owing to EBRD or in connection
      with any proposed Participation or any other proposed sale, transfer,
      assignment, novation or other disposal contemplated by Section 6.08; provided,
      however, that (save for such disclosure made at any time when an Event of
      Default has occurred and is continuing) the recipient to whom any such
      information is disclosed provides a confidentiality undertaking in respect
      thereof.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                6.10.

            	
              Severability

            


    

     

    If
      at any
      time any one or more of the provisions in this Guarantee is or becomes invalid,
      illegal or unenforceable in any respect under any law or regulation, the
      validity, legality and enforceability of the remaining provisions of this
      Guarantee shall not be in any way affected or impaired thereby.

     

    
      	
              Section
                6.11.

            	
              Counterparts

            


    

     

    This
      Guarantee may be executed in several counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      agreement.

    


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

    


    


    Executed
      as a Deed by

    


    CENTRAL
      EUROPEAN MEDIA ENTERPRISES N.V.

    


    


    
      	
              By:

            	
              /s/
                Mark Wyllie

            	 
	 	 	 
	 	 	 
	 	
              Name:
                Mark Wyllie

            	 
	 	
              Title: 
                Managing Director

            	 


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Executed
      as a Deed by

    


    EUROPEAN
      BANK

    FOR
      RECONSTRUCTION AND DEVELOPMENT

    


    


    
      	
              By:

            	
              /s/
                David Cooper

            	 
	 	 	 
	 	 	 
	 	
              Name:
                David Cooper

            	 
	 	
              Title: 
                Acting Director - Telecoms, Informatics and
                Media

            


    

     

     

    14