Exhibit
10.39








FRAMEWORK
AGREEMENT




among




ALEKSANDR
RODNYANSKY




BORIS
FUCHSMANN




INTERNATIONAL
TELESERVICES LTD.




CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.




CME MEDIA
ENTERPRISES B.V.




CME
UKRAINE HOLDING GMBH




CET 21
s.r.o.




UKRAINIAN
MEDIA SERVICES LLC




BROADCASTING
COMPANY “STUDIO 1+1 LLC”




FOREIGN
ENTERPRISE INTER-MEDIA




INNOVA
FILM GMBH




INTERNATIONAL
MEDIA SERVICES LTD




TV MEDIA
PLANET LTD.




Dated
January 31, 2008









Table of
      ContentsPage1.
            Definitions
            42.
            Transaction
            113.
            Closing
            154.
            Exercise
      of Options
            175.
            Conditions
      Precedent
            256.
            Representations
      and Warranties
            287.
            Obligations
      of the Parties
            328.
            Confidentiality.
            349.
            Termination.
            3510.
            Indemnity.
            3511.
            Limitations
      on Liability.
            3612.
            Miscellaneous.
            37





Annexes





Annex 1 –
Group Agreements


Annex 2 –
Draft of NewCo 1 Transfer Agreement


Annex 3 –
Draft of Innova Transfer and Option Agreement


Annex 4 –
Draft of IMS Transfer Agreement


Annex 5 –
Draft of TV Media Planet Transfer Agreement


Annex 6 –
Draft of Termination Agreement


Annex 7 –
Draft of Release Agreements


Annex 8 –
Draft of Pledge Agreements


Annex 9 –
Amended Closing Studio 1+1 Charter


Annex 10
– Draft of Designation Notice


Annex 11
– Draft of Restructuring Consent





ii




This
Framework Agreement (this “Agreement”) dated
January 31, 2008 is entered into among:




(1)
            Aleksandr
      Rodnyansky, a resident of the Russian Federation, registered at 221,
      “Nikolino” Complex, Tagankovo 7, 2-e Uspenskoe schosse, Odintsovsky
      district, Moscow region, Russian Federation, passport CH 316475, issued by
      Pechersk RU GU MVS of Ukraine in the city of Kyiv on November 19, 1996
      (“RODNYANSKY”);




(2)
            Boris
      Fuchsmann, a citizen of Germany, residing at Peter-Roos-Strasse 10, 40547
      Düsseldorf, Germany, passport PD 500449454, issued on 18 July 2005 (“FUCHSMANN”);




(3)
            International
      Teleservices Ltd., a company organized under the laws of Belize with its
      registered office at Morgan & Morgan Trust Corporation (Belize)
      Limited, 35A Region Street, City of Belize, Belize (together with any
      subsidiary or affiliate thereof, “ITS”, and
      together with RODNYANSKY, NewCo 3 (as defined below), FUCHSMANN and,
      prior to the consummation of the transactions contemplated by Clause 2.4.2
      and 2.4.5, respectively, NewCo 1 (as defined below) and NewCo 2
      (as defined below), the “RF
      Participants”);




(4)
            Central
      European Media Enterprises Ltd., a company organized under the laws of
      Bermuda with its registered address at Clarendon House, 2 Church Street,
      HM 11, Hamilton, Bermuda (“CME Ltd.”);




(5)
            CME
      Media Enterprises B.V., a company organized under the laws of the
      Netherlands, located at: Dam 5 B, 1012 JS Amsterdam, the Netherlands
      (“CME BV”);




(6)
            CME
      Ukraine Holding GmbH, a wholly-owned subsidiary of CME BV organized
      and existing under the laws of Austria, located at Wagramer Str. 19, 19.
      Stock, 1220 Wien, Austria (“CME Ukraine
      Holding”);




(7)
            CET
      21 s.r.o., a company incorporated under the laws of the Czech Republic,
      located at: Krizeneckeho nam. 1078/5, PSC 152 00 Prague, Czech Republic,
      registered in the Commercial Register of the Commercial Court of Prague,
      part C, Register-No.10581 (“CET
      21”);




(8)
            Ukrainian
      Media Services LLC, a limited liability company organized and existing
      under the laws of Ukraine, identification code No. 33600071, located at 12
      Melnykova Street, Kyiv, Ukraine (“UMS”, and
      together with CME Ltd., CME BV, CME Ukraine Holding and CET 21,
      the “CME
      Parties”);




(9)
            Broadcasting
      Company “Studio 1+1 LLC”, a limited liability company organized and
      existing under the laws of Ukraine, identification code No. 23729809,
      located at 7/11 Kreschatyk Street, Kyiv, Ukraine (“Studio 1+1”);




1




(10)
            Foreign
      Enterprise Inter-Media, a limited liability company organized and existing
      under the laws of Ukraine, identification code No. 23389360, located at 42
      Melnykova Street, Kyiv, Ukraine (“Inter-Media”);




(11)
            Innova
      Film GmbH, a limited liability company organized and existing under the
      laws of Germany, located at San Remo Str. 15, D-40210 Düsseldorf, Germany
      (“Innova”);




(12)
            International
      Media Services Ltd, a company limited by shares organized and existing
      under the laws of Bermuda, located at Clarendon House, 2 Church Street, HM
      1022, Hamilton, Bermuda (“IMS”);
      and




(13)
            TV
      Media Planet Ltd., a company organized under the laws of Cyprus, located
      at Arch. Makariou III, 199, Neokleous House, P.C. 3030, Limassol, Cyprus
      (“TV Media
      Planet”, and together with Studio 1+1, Inter-Media, Innova,
      and IMS and, subsequent to the completion of the transactions contemplated
      in Clause 2.4.2 and 2.4.5, respectively, NewCo 1 and NewCo 2,
      the “Studio 1+1
      Group”)




(hereinafter
referred to individually as a “Party” or
collectively as the “Parties”).




WHEREAS,




A.       RODNYANSKY
owns a 28.0% participation interest in Studio 1+1 and FUCHSMANN owns,
directly or indirectly, a 40.0% ownership interest in each of Innova, IMS and TV
Media Planet;




B.       The
CME Parties own the remaining interests in the Studio 1+1
Group;




C.      
 In connection with their respective shareholdings in, and employment or
other relationships with, members of the Studio 1+1 Group, the RF
Participants have entered into various agreements and arrangements, contractual
or otherwise, with the Studio 1+1 Group and the CME Parties, including but
not limited to the agreements described in Annex 1 to this
Agreement (the “Group
Agreements”);




D.       The
Parties have agreed that, prior to the Closing Date (as defined below),
RODNYANSKY and FUCHSMANN will complete the Rodnyansky Restructuring (as defined
below) and, after completion and as a consequence of the Rodnyansky
Restructuring, (a) RODNYANSKY
will own: (i) a 25.0%
indirect ownership interest in IMS through his sole ownership of ITS and a 10.0%
direct ownership interest in IMS, (ii) a 5.0%
direct ownership interest in TV Media Planet and (iii) a 28.0%
indirect ownership interest in Studio 1+1 through his sole beneficial
ownership of NewCo 3, which will own 100% of each of NewCo 1 (which
will own a 22.98% participation interest in Studio 1+1) and NewCo 2
(which will own a 5.02% participation interest in Studio 1+1); and (b) FUCHSMANN
will own: (i) a 5.0% direct
ownership interest in IMS, (ii) a 35.0%
direct ownership interest in TV Media Planet and (iii) a 40.0%
direct ownership interest in Innova;




2




E.        RODNYANSKY
and FUCHSMANN have transferred to Irling Financial Corporation, a limited
liability company organized and existing under the laws of Belize, whose
registered address is 35A Regent Street, PO Box 1777, Belize City, Belize
(“Irling”) and
to Multy TV Holding Ltd, a company organized and existing under the laws of
Belize, whose registered address if 35a Regent Street, Belize City, Belize
(“Multy”) the
exclusive right, subject to the consent of CME Ltd, to acquire (i) a 15.164%
ownership interest in Studio 1+1 (the “IK Studio Optioned
Interest”) from RODNYANSKY and (ii) a 21.665%
ownership interest in Innova (the “IK Innova Optioned
Interest”) and a 21.665% ownership interest in IMS (the “IK IMS Optioned
Interest”, and together with the IK Studio Optioned Interest and the IK
Innova Optioned Interest, the “IK Optioned
Interests”), and Irling and Multy have together assigned such right to
acquire the IK Optioned Interests to Manita Investments Limited, a limited
liability company organized and existing under the laws of Cyprus,
identification code No. 116476 located at Kimonos, 43A P.C. 3095 Limassol,
Cyprus (“Manita”) and Nelano
Holdings Ltd, a company duly registered and validly existing and in good
standing under the Laws of the British Virgin Islands, located at Craigmur
Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands (“Nelano”);




F.        Manita
and Nelano have together assigned the right to acquire the IK Optioned Interests
to Torcensta Holding Ltd, a limited liability company organized and existing
under the laws of Cyprus, identification code No. 206223, located at Arch.
Makariou III, 155, PROTEAS HOUSE, 5th floor, P.C. 3021, Limassol, Cyprus (“Torcensta”) and
Global Media Group Ltd., a limited liability company organized and existing
under the laws of Ukraine, located at 38 Naberezhna Peremohy Str., 49094
Dnipropetrovsk, Ukraine, a wholly owned subsidiary of Torcensta (“Global Media”), and
pursuant to the Designation Notice (as defined below), the Restructuring Consent
(as defined below) and an agreement between Igor Kolomoisky, a citizen of Israel
residing at St. Galey Thelet 48, Herzeliya, Israel, 46640, passport No.
10905729, issued on October 2, 2005 (“KOLOMOISKY”), Manita,
Torcensta, Global Media and certain CME Parties (the “Assignment
Agreement”), KOLOMOISKY and Torcensta will assign the right to acquire
the IK Optioned Interests to the CME Parties, and the Parties have agreed that
the relevant CME Parties will acquire the IK Optioned Interests as part of the
Sale Transfers (as defined below) to be effected pursuant to the terms and
conditions of this Agreement;




G.        The
Parties have agreed that (a) the Group
Agreements will be terminated and the Parties will enter into new governance,
management principles and share transfer restrictions in respect of the
Studio 1+1 Group pursuant to the Termination Agreement (as defined below),
(b) the
CME Parties will grant RODNYANSKY and FUCHSMANN the Put Option (as defined
below), (c) RODNYANSKY
and FUCHSMANN will grant the CME Parties the Call Option (as defined below),
(d) RODNYANSKY
and FUCHSMANN will sell to the CME Parties, and the CME Parties will purchase,
the Sale Interests (as defined below), which purchase will include payment of
consideration of one U.S. Dollar for each portion of the Sale Interests that is
subject to the IK Studio Optioned Interest, the IK Innova Optioned Interest and
the IK IMS Optioned Interest and (e) the Parties
will enter into various other agreements and arrangements, in each case on the
terms and subject to the conditions set forth herein.




3




NOW,
THEREFORE, in consideration of the mutual promises, covenants and warranties
made herein and of the mutual benefits to be derived herefrom, the Parties agree
as follows:




1.        Definitions.




1.1.     For
the purposes of this Agreement, and unless the context requires otherwise, the
following terms have the meanings given to them below:




“Affiliate” of a
Person means any Person that directly or indirectly through one or more
intermediaries, Controls, is Controlled by, or is under common Control with,
such Party.




“Agreed Valuation”
means the amount expressed in U.S. Dollars equal to the average of (a) the CME
Parties’ valuation of the Optioned Interests as provided by an Investment Bank
(the “CME
Valuation”) and (b) the RF
Participants’ valuation of the Optioned Interests as provided by an Investment
Bank (the “RF
Valuation”); provided that the
difference between the CME Valuation and the RF Valuation is not more than 5%.
In the event the difference between the CME Valuation and the RF Valuation is
more than 5%, the Agreed Valuation shall be the average of the middle valuation
and the valuation that is nearest to it (with the third valuation being
disregarded), in respect of the following valuations: (a) the CME
valuation, (b) the RF
Participants’ valuation and (c) a valuation
of the Optioned Interests provided by an Investment Bank that is jointly
appointed by the Investment Bank that carried out the CME Valuation and the
Investment Bank that carried out the RF Valuation, and whose cost is shared
equally by the RF Participants and the CME Parties.




“Amended Studio 1+1
Charter” means the amended charter of Studio 1+1 substantially in
the form of the English translation attached to the Termination Agreement as
Part 1 of Annex 5 thereto, which shall be adopted promptly following the
execution of the Termination Agreement.




“Amended Closing
Studio 1+1 Charter” means the amended charter of Studio 1+1
substantially in the form of the English translation attached hereto as Annex 9, reflecting
the members of Studio 1+1 after the Rodnyansky Restructuring as follows:
UMS (42%); Inter-Media (30%); NewCo 1 (22.98%); and NewCo 2 (5.02%),
which shall be adopted promptly following the completion of the Rodnyansky
Restructuring.




“AR Optioned IMS
Interest” means a 5.0% ownership interest in IMS, which RODNYANSKY will
continue to own after the Closing Date.




“AR Optioned
Interests” means, collectively, the AR Optioned IMS Interest, the AR
Optioned TVMP Interest, the AR Optioned NewCo 2 Interest and any ownership
interest acquired by RODNYANSKY after the date of this Agreement in any member
of the Studio 1+1 Group, the Gravis Group or any other direct or indirect
subsidiary of CME Ltd. and, to the extent RODNYANSKY transfers any such
interest to any other Person pursuant to Clause 4.14, the same interests of such
Person owned and acquired from time to time.




4


“AR Optioned NewCo 2
Interest” means all of the issued and outstanding shares of NewCo 2,
which will represent indirect ownership of a 5.02% participation interest in
Studio 1+1 transferred to NewCo 2 pursuant to the Rodnyansky
Restructuring, and which RODNYANSKY will continue to own (through his 100%
ownership of NewCo 3) after the Closing Date.




“AR Optioned TVMP
Interest” means a 5.0% ownership interest in TV Media Planet, which
RODNYANSKY will continue to own after the Closing Date.




“AR Sale Interests”
means, collectively, the IMS Sale Shares and the NewCo 1 Sale
Shares.




“BF Optioned IMS
Interest” means a 5.0% ownership interest in IMS which FUCHSMANN will
continue to own after the Closing Date.




“BF Optioned Innova
Interest” means a 16.6% ownership interest in Innova which FUCHSMANN will
continue to own after the Closing Date.




“BF Optioned
Interests” means, collectively, the BF Optioned Innova Interest, the BF
Optioned TVMP Interest and the BF Optioned IMS Interest, together with any
ownership interest acquired by FUCHSMANN after the date of this Agreement in any
member of the Studio 1+1 Group, the Gravis Group or any other direct or
indirect subsidiary of CME Ltd. and, to the extent FUCHSMANN transfers any
such interest to any other Person pursuant to Clause 4.14, the same interests of
such Person owned and acquired from time to time.




“BF Optioned TVMP
Interest” means a 5.0% ownership interest in TV Media Planet, which
FUCHSMANN will continue to own after the Closing Date.




“BF Sale Interests”
means, collectively, the Innova Sale Interest and the TV Media Planet Sale
Interest.




“Business Day” means
any day (other than a Saturday or a Sunday) on which banks in London, England,
Frankfurt, Germany, Limassol, Cyprus and Kyiv, Ukraine are open for
business.




“CME Releases” means
releases to be delivered to the CME Parties pursuant to the Assignment Agreement
in the form attached thereto.




“Conditions Precedent”
means all of the conditions precedent to the Closing specified in
Clause 5.1.




5




“Consultancy
Agreements” means, collectively, the consultancy agreements with each of
RODNYANSKY and FUCHSMANN entered into on the date hereof in accordance with the
Termination Agreement.




“Control” means the
power to direct or cause the direction of the management or policy of any
Person, directly or indirectly, through family relationship (if a natural
person), the holding of securities or other participation interests, by virtue
of an agreement or on other grounds, and “Controlling” and
“Controlled”
shall have the correlative meanings proceeding from this term.




“Designation Notice”
means the notice and acknowledgement in the form of the draft attached hereto as
Annex
10.




“Governmental
Authority” means any state or any political subdivision thereof; any
entity, authority or body exercising executive, legislative, judicial,
regulatory or administrative functions on behalf of the state or its political
subdivision, including, without limitation, any government authority, ministry,
agency, department, board, commission or instrumentality and subdivisions
thereof; any court, tribunal or arbitrator; and any self-regulatory organization
acting on behalf of the state or itself pursuant to the rights granted thereto
by applicable Law.




“Gravis Group” means,
collectively, Ukrpromtorg-2003 LLC, a limited liability company organized under
the laws of Ukraine; its direct and indirect subsidiaries; TOR LLC, a limited
liability company organized under the laws of Ukraine; and ZHYSA LLC, a limited
liability company organized under the laws of Ukraine.




“IMS Sale Shares”
means (i) 600 shares
of, equal to a 5.0% ownership interest in, IMS to be owned directly by
RODNYANSKY after the Rodnyansky Restructuring and (ii) 3,000 shares
of, equal to a 25.0% ownership interest in, IMS to be owned indirectly by
RODNYANSKY after the Rodnyansky Restructuring through his ownership of the ITS
Interest. The IMS Sale Shares include the IK IMS Optioned Interest, the right to
acquire which is to be assigned to the CME Parties pursuant to the Assignment
Agreement.




“IMS Transfer
Agreement” means the agreement among RODNYANSKY, ITS and CME Ltd.
(or its designee) with respect to the transfer of the IMS Sale Shares
substantially in the form of the draft attached hereto as Annex 4.




“Innova Sale Interest”
means a split share in the amount of DM 11,700, equal to 23.4% of the share
capital of, Innova, which is owned by FUCHSMANN. The Innova Sale Interest
includes the IK Innova Optioned Interest, the right to acquire which is to be
assigned to the CME Parties pursuant to the Assignment Agreement.




“Innova Transfer and Option
Agreement” means the agreement between FUCHSMANN and CET 21 (or its
designee) with respect to the transfer of the Innova Sale Interest and the BF
Optioned Innova Interest substantially in the form of the draft attached hereto
as Annex 3.




6


“Investment Bank”
means: Morgan Stanley, Merrill Lynch, UBS, Deutsche Bank/UFG, Citibank, Goldman
Sachs, Lehman Brothers, JP Morgan, Renaissance Capital or any other
internationally recognized investment banking institution with experience in the
media sector agreed by the Parties.




“Law” means all
applicable (i) provisions of
all constitutions, treaties, statutes, laws, customs, codes, rules, regulations,
ordinances, orders and official opinions and interpretations of any Governmental
Authority, (ii) approvals of
any Governmental Authority, and (iii) orders,
decisions, injunctions, judgments, awards and decrees of or agreements with any
Governmental Authority.




“Liens” means any
mortgage, pledge, deed of trust, hypothecation, right of third Persons, claim,
security interest, title defect, title retention agreement, lease, sublease,
license agreement, occupancy agreement, easement, covenant, condition,
encroachment, voting trust agreement, interest, option, right of first offer,
proxy, lien, charge or other restrictions or limitations of any nature
whatsoever.




“NewCo 1” means a
company (other than NewCo 2 and NewCo 3) newly established under the
laws of Cyprus pursuant to the Rodnyansky Restructuring, which will be wholly
owned by RODNYANSKY (through his 100% ownership of NewCo 3 Coop) from its
establishment until the Closing Date.




“NewCo 1 Transfer
Agreement” means the agreement among RODNYANSKY, NewCo 3 and
CME Ltd. (or its designee) with respect to the transfer of the NewCo 1
Sale Shares substantially in the form of the draft attached hereto as Annex 2.




“NewCo 1 Sale
Shares” means all of the issued and outstanding shares of NewCo 1.
The NewCo 1 Sale Shares will represent indirect ownership of a 22.98%
participation interest in Studio 1+1 transferred to NewCo 1 pursuant
to the Rodnyansky Restructuring, which participation interest includes the IK
Studio Optioned Interest, the right to acquire which is to be assigned to the
CME Parties pursuant to the Assignment Agreement.




“NewCo 2” means a
company (other than NewCo 1 and NewCo 3) newly established under the
laws of Cyprus pursuant to the Rodnyansky Restructuring, which will be wholly
owned by RODNYANSKY (through his 100% ownership of NewCo 3) from its
establishment until the Option Closing Date.




“Option Conditions
Precedent” means all of the conditions precedent to the Closing specified
in Clause 5.2.




“Option Closing” means
a Call Closing or a Put Closing, as applicable.




“Optioned Interests”
means, collectively, the AR Optioned Interests and the BF Optioned
Interests.




7


“Person” or “Persons” means any
physical person, corporation, general partnership, simple partnership, limited
partnership, limited liability partnership, limited liability company,
proprietorship, other business organization, trust, union, association or
Governmental Authority, whether incorporated or unincorporated.




“Pledge Agreements”
means each of the pledge agreements to be entered into on or prior to the
Closing Date among inter
alios RODNYANSKY, NewCo 3 and CME BV, as contemplated in the
Rodnyansky Restructuring, substantially in the form of the draft attached hereto
as Annex 8.




“Release Agreements”
means each of the release agreements to be entered into on or prior to the
Closing Date among inter
alios RODNYANSKY, FUCHSMANN, Kolomoisky, Surkis, Irling, Manita and
Nelano, substantially in the form of the draft attached hereto as Annex 7.




“Restructuring
Consent” means the consent to the Rodnyansky Restructuring in the form of
the draft attached hereto as Annex
11.




“Sale Interests”
means, collectively, the AR Sale Interests and the BF Sale
Interests.




“Television Business”
means any business that is similar to businesses carried out by the
Studio 1+1 Group or the principal aspects thereof from time to time,
including the purchase or sale of television advertising, the purchase or sale
of programming and related rights, the production or distribution of television
programming and broadcasting of television programs or their content by any
platform (including without limitation, terrestrial broadcast, digital
terrestrial television, cablecast, internet, DSL or other telephony
network-based delivery systems, satellite and pay-per-view).




“Termination
Agreement” means the agreement entered into among the CME Parties,
RODNYANSKY, FUCHSMANN and certain Affiliates on the date hereof, substantially
in the form of the draft attached hereto as Annex 6.




“Transaction
Documents” means, collectively, this Agreement, the Assignment Agreement,
the Termination Agreement, the Pledge Agreements, the Transfer Agreements, the
Release Agreements, the CME Releases, the Option Transfer Documents, the
Consultancy Agreements, the Designation Notice, the Restructuring Consent, the
Amended Studio 1+1 Charter, the Amended Closing Studio 1+1 Charter and
any and all other documents, agreements, deeds, instruments, certificates,
consents or waivers entered into or issued or to be entered into or issued in
relation to the Transaction.




“Transfer Agreements”
means, collectively, the NewCo 1 Transfer Agreement, the IMS Transfer
Agreement, the Innova Transfer and Option Agreement and the TV Media Planet
Transfer Agreement.




8


“TV Media Planet Sale
Interest” means 1,500 shares of, equal to a 30.0% ownership interest in,
TV Media Planet owned by FUCHSMANN.




“TV Media Planet Transfer
Agreement” means the agreement between FUCHSMANN and CME Ltd. (or
its designee) with respect to the transfer of the TV Media Planet Sale Interest
substantially in the form of the draft attached hereto as Annex 5.




1.2.     For
the purposes of this Agreement, and unless the context requires otherwise, the
following terms have the meanings given to them as indicated below:




“Assignment
      Agreement”
            Recitals
      to this Agreement“Call Closing” /
      “Call
      Notice” / “Call
      Transfer”
            Clause 4.9“Call Exercise
      Price”
            Clause 4.2“Call
      Option”
            Clause 2.4.5(ii)“CET
      21”
            Preamble
      to this Agreement“Closing”
            Clause 3.1“Closing
      Date”
            Clause 3.2“Closing
      Notice”
            Clause 2.4.2“CME BV” /
      “CME Ltd.”
      / “CME Ukraine
      Holding” / “CME Cyprus
      Holding” / “CME
      Parties”
            Preamble
      to this Agreement“CME
      Shares”
            Clause 4.5“CME
      Valuation”
            Clause 1.1,
      Agreed Valuation definition“Election
      Notice”
            Clause 4.5“Fuchsmann Loan
      Balance”
            Clause 3.1.2(ii)(c)“Global
      Media”
            Recitals
      to this Agreement“Gravis
      Co-Investment”
            Clause 2.4.2“Group
      Agreements”
            Recitals
      to this Agreement“IK Studio Optioned
      Interest” “IK Innova Optioned
      Interest” “IK IMS Optioned
      Interest” “IK Optioned
      Interests”
            Recitals
      to this Agreement




9




“ICC
      Rules”
            Clause 12.9.1“IMS”
            Preamble
      to this Agreement“Indemnified
      Party”, “Indemnifying
      Party” / “Indemnity
      Claim”
            Clause 10.2“Irling”
            Recitals
      to this Agreement“Innova”
            Preamble
      to this Agreement“Inter-Media”
            Preamble
      to this Agreement“ITS” and “ITS
      Interest”
            Preamble
      to this Agreement“KOLOMOISKY”
            Recitals
      to this Agreement“Licenses”
            Clause 5.1.2(iii)“Losses”
            Clause 10.1“Manita”
            Recitals
      to this Agreement“Multy”
            Recitals
      to this Agreement“Nelano”
            Recitals
      to this Agreement“NewCo 3”
            Clause 2.2.2“Option Closing”
      and “Option
      Closing Date”
            Clause 4.11“Options”
            Clause 2.4.5“Option Transfer
      Documents”
            Clause 4.10“Permitted Holding
      Company”
            Clause
      4.14.2(ii)“Protected
      Parties”
            Clause 10.1“Put Closing” /
      “Put
      Notice” / “Put
      Transfer”
            Clause 4.8“Put Exercise
      Price”
            Clause 4.1“Put
      Option”
            Clause 2.4.5(i)




10




“RF
      Participants”
            Preamble
      to this Agreement“RF Participants
      Transfer”
            Clause 4.14“RF
      Valuation”
            Clause 1.1,
      Agreed Valuation definition“Rodnyansky
      Restructuring”
            Clause 2.2“Sale
      Transfers”
            Clause 3.1.3“Studio 1+1”
      / “Studio 1+1
      Group”
            Preamble
      to this Agreement“Third Party
      Claim”
            Clause 10.3“Torcensta”
            Recitals
      to this Agreement“Total Cash Sale
      Consideration”
            Clause 3.1.2(iii)“Total Sale
      Consideration”
            Clause 3.1.2(i)“Transaction”
            Clause 2“Transaction Reversal
      Price”
            Clause 4.12.2“TV Media
      Planet”
            Preamble
      to this Agreement“Violating
      Shareholder”
            Clause
      4.14.3




2.        Transaction.




Subject
to the terms and conditions of this Agreement, the Parties agree to consummate
the following transactions (collectively, the “Transaction”):




2.1.     Termination Agreement and
Consultancy Agreements; Amended Studio 1+1 Charter; Innova Transfer and
Option Agreement.  Simultaneous with entering into this
Agreement, the relevant Parties shall execute and deliver the Termination
Agreement and the Consultancy Agreements.  Promptly after entering
into this Agreement, the Parties shall adopt the Amended Studio 1+1 Charter
and cause it to be registered with the Pechersk district administration in Kiev,
Ukraine and CET 21 and FUCHSMANN shall enter into the Innova Transfer and Option
Agreement.




2.2.     Rodnyansky
Restructuring.  As soon as practicable after the date hereof,
the RF Participants, Multy and Irling shall enter into the Designation Notice
and the Restructuring Consent, and following execution and delivery thereof,
certain shareholdings of the Studio 1+1 Group will be transferred as
follows (collectively, the “Rodnyansky
Restructuring”):




11




2.2.1     FUCHSMANN
shall transfer to RODNYANSKY: (i) his 100%
ownership interest in ITS (which owns 3,000 shares, equal to 25.0% of the share
capital, of IMS), (ii) 1,200
shares, equal to 10.0% of the share capital, of IMS, and (iii) 250 shares,
equal to 5.0% of the share capital, of TV Media Planet;




2.2.2     RODNYANSKY
shall transfer his 28.0% participation interest in Studio 1+1 as a capital
contribution as follows: (i) a 22.98%
participation interest in Studio 1+1 to NewCo 1 and (ii) a 5.02%
participation interest in Studio 1+1 to NewCo 2. Following the
transfers described in the foregoing sub-clauses (i) and (ii), RODNYANSKY shall
transfer all of his ownership interests in each of NewCo 1 and NewCo 2
to a company (other than NewCo 1 and NewCo 2) newly established under
the laws of Cyprus pursuant to the Rodnyansky Restructuring (“NewCo 3”), which
from the time of its establishment until the Option Closing Date shall be wholly
owned by RODNYANSKY.




2.2.3     Promptly
after the contributions referred to in Clause 2.2.2 have been made: (i) RODNYANSKY
shall cause NewCo 1, NewCo 2 and NewCo 3 to enter into a deed of
adherence to this Agreement, including a repetition of the relevant
representations and warranties set forth herein, in form and substance
reasonably satisfactory to the CME Parties, (ii) RODNYANSKY
shall, and shall cause NewCo 3 to, enter into the Pledge Agreements in
accordance with Clause 2.4.6 and perfect the security interests granted
thereunder, and (iii) the Parties
shall take all actions required to register the Amended Closing Studio 1+1
Charter with the Pechersk district administration in Kiev, Ukraine;
and




2.2.4     Promptly
after registration of the Amended Closing Studio 1+1 Charter pursuant to
Clause 2.2.3, Studio 1+1 shall (i) apply for the
reissuance of the broadcasting licenses of Studio 1+1 with the relevant
Governmental Authorities and (ii) obtain the
reissuance of such licenses from the National Broadcasting Council of
Ukraine.




2.3.     Assignment
Agreement.  On the date hereof or promptly thereafter, the CME
Parties agree to enter into the Assignment Agreement with KOLOMOISKY and certain
other parties thereto, whereby Kolomoisky and Torcensta will assign to the CME
Parties the right to acquire the IK Optioned Interests as modified by the
Rodnyansky Restructuring, and the Parties have agreed that the relevant CME
Parties will acquire the IK Optioned Interests as part of the Sale
Transfers.




2.4.      Other
Transactions.  Following completion of the Rodnyansky
Restructuring in accordance with Clause 2.2, the Parties agree that the
Transaction shall further be effected as follows:




2.4.1     Releases.  On
or promptly after the date on which the Assignment Agreement is executed and
delivered by the parties thereto, (i) the RF
Participants, KOLOMOISKY and the other parties thereto will enter into each of
the Release Agreements, and (ii) KOLOMOISKY
and certain other parties thereto will enter into each of the CME Releases, all
of which will become effective on the Closing Date.




12




2.4.2     Sale Transfer. On or
after the date on which each of the steps contemplated by Clause 2.2 is
completed, (i) RODNYANSKY
shall transfer, and shall procure that NewCo 3 transfers, to the relevant
CME Parties the AR Sale Interests in consideration of amounts specified in
Clause 3.1.2, and (ii) FUCHSMANN
shall transfer to the relevant CME Parties the BF Sale Interests subject to the
terms specified in Clause 5 and in consideration of amounts specified in
Clause  3.1.2.




2.4.3     Conditions Precedent and
Completion of the Sale Transfers.  Each of the Parties shall
use its reasonable efforts to take, or to cause to be taken, all actions
reasonably necessary or appropriate to cause each of the Conditions Precedent to
be fulfilled by such Party to be fulfilled as soon as possible after the date of
this Agreement.  The Parties shall regularly communicate with each
other with respect to the satisfaction of the Conditions Precedent and the
occurrence of any event or circumstance that could prevent or delay the
satisfaction of any such Condition Precedent.  Upon satisfaction (or
waiver by the relevant Parties) of the Conditions Precedent, CME Ltd. shall send
a notification thereof to the other Parties, indicating that it is ready to
proceed with the Closing (the “Closing
Notice”).  Following delivery of the Closing Notice, the Sale
Transfers and related transactions will be completed as provided in
Clause 3.




2.4.4     Gravis
Co-Investment.  The CME Parties and the RF Participants
undertake to enter into a transfer agreement pursuant to which, on the Closing
Date, the RF Participants shall acquire from CME BV 10.0% of the CME
Parties’ aggregate ownership interest in the Gravis Group as of the date of this
Agreement (the “Gravis
Co-Investment”), in consideration of US$ 1,920,000.00; provided that (a) CME BV
shall create a special purpose subsidiary in The Netherlands through which it
will hold the CME Parties’ ownership interest in Ukrpromtorg-2003 LLC, a limited
liability company organized under the laws of Ukraine, and the RF Participants
shall invest in the Gravis Group indirectly through such special purpose
subsidiary and shall not acquire any management or decision-making authority in
the Gravis Group and (b) at the time
of the Gravis Co-Investment and after giving effect thereto, the RF Participants
are in compliance in all material respects with all of their covenants and
agreements under this Agreement and the other Transaction
Documents.  CME BV will also enter into a share pledge agreement
with respect to 10% of the outstanding shares of such special purpose
subsidiary, which pledge agreement will secure CME BV’s obligation to sell
such shares to the RF Participants as described above in the Gravis
Co-Investment.  For the avoidance of doubt, all interests acquired by
the RF Participants in the Gravis Group will constitute Optioned Interests for
purposes of the exercise of the Options pursuant to Clause 4.




13




2.4.5     Put and Call
Options.  For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the RF Participants and the
relevant CME Parties shall have the following options exercisable as described
herein:




(i)         with
effect from the Closing Date, (a) RODNYANSKY
and NewCo 3 (and/or the Person to whom the AR Optioned Interests, or a
portion thereof, is transferred pursuant to Clause 4.14) shall have an
option to sell all, but not less than all, of the AR Optioned Interests to
CME BV (or its designee) and (b) FUCHSMANN
(and/or the Person to whom the relevant BF Optioned Interest, or a portion
thereof, is transferred pursuant to Clause 4.14) shall have an option to
sell all, but not less than all, of the BF Optioned Interests to CET 21 or
CME Ltd. (or its designee), in each case in consideration of the relevant
portion of the applicable Put Exercise Price and subject to the other terms and
conditions set forth in Clause 4.1 (the “Put Option”);
and




(ii)         with
effect from the date hereof, (a) CME BV
(or its designee) shall have an option to buy all, but not less than all, of the
AR Optioned Interests from RODNYANSKY and NewCo 3 (and/or any other Person
who holds such interest, or a portion thereof) and (b) CET 21 or
CME Ltd. (or its designee) shall have an option to buy all, but not less
than all, of the BF Optioned Interests from FUCHSMANN (and/or any other Person
who holds such interest, or a portion thereof), in each case in consideration of
the relevant portion of the applicable Call Exercise Price and subject to the
other terms and conditions set forth in Clause 4.2 (the “Call Option” and,
together with the Put Option, the “Options”).




2.4.6     Pledge
Agreements.  Immediately after the transfer of his
participation interests in Studio 1+1 to NewCo 1 and NewCo 2 as
provided in Clause 2.2.2, RODNYANSKY shall enter into the relevant Pledge
Agreements, by which RODNYANSKY’s obligations hereunder (including the
obligation to procure the transfer of the NewCo 1 Shares and all of the
shares in NewCo 2 to the relevant CME Parties as provided herein) are
secured by a pledge of all of the shares in each of NewCo 1 and
NewCo 2.  Immediately after the transfer of his participation
interests in NewCo 1 and NewCo 2 to NewCo 3 as provided in
Clause 2.2.2, NewCo 3 shall enter into (by way of novation) the
relevant Pledge Agreements, by which NewCo 3’s obligations hereunder
(including the obligation to transfer the NewCo 1 Shares and all of the
shares in NewCo 2 to the relevant CME Parties as provided herein) are
secured by a pledge of all of the shares in each of NewCo 1 and
NewCo 2.




2.5.     In
the event that CTC Media, Inc. should at any time directly or indirectly carry
on or be engaged, concerned or interested in any business in Ukraine which is
competitive with the Television Business (a) RODNYANSKY
shall transfer, and shall procure that NewCo 3 transfers, prior to or
within ten (10) Business Days after the occurrence of such event, to FUCHSMANN
all of the AR Optioned Interest then held by RODNYANSKY and NewCo 3 in
accordance with the provisions of Clause 4.6 and (b) RODNYANSKY’s
Consultancy Agreement shall be immediately terminated.




14




2.6.     No acknowledgement of third
party rights.  Nothing in this Agreement, and none of the
transactions contemplated hereby, are intended or should be construed as an
acknowledgement of any right that any third party (other than the Indemnified
Parties under Clause 10) may have against any RF Participant with respect
to the Sale Interests or the Optioned Interests.




3.        Closing.




3.1.     The
closing of the Sale Transfers and payment of the Total Sale Consideration (the
“Closing”)
shall take place at the offices of Debevoise & Plimpton LLP, Börsencenter,
Taubenstrasse 7-9, 60313 Frankfurt am Main, Germany at 10:00 am local time on
the date falling 5 (five) Business Days after delivery of the Closing Notice
pursuant to Clause 2.4.3, or at such other location and time as the Parties
agree in writing, and which may be postponed by the CME Parties for any
reasonable period of time, but not exceeding 20 Business Days, in order to
secure financing for the Transaction.  At the Closing, subject to the
Conditions Precedent remaining fulfilled (or waived by the relevant Parties),
the Parties shall take or procure the following actions:




3.1.1     Closing
Certificates.




(i)          The RF
Participants shall provide the CME Parties with evidence in a form and substance
reasonably acceptable to the CME Parties of satisfaction of the Conditions
Precedent (in the form of a closing certificate and, if required, other
confirmations); and




(ii)         CME Ltd. shall provide
the RF Participants with evidence in a form and substance reasonably acceptable
to the RF Participants of satisfaction of the Conditions Precedent (in the form
of a closing certificate and, if required, other confirmations).




3.1.2     Payment of Total
Consideration.  In consideration of the relevant Sale
Transfers, the CME Parties shall make payment by wire transfer in immediately
available funds to the relevant accounts designated by the RF Participants on
the Closing Date as follows:




(i)          The total
consideration for the AR Sale Interests and the BF Sale Interests (the “Total Sale
Consideration”) shall be US$ 79,603,750.00;




(ii)         The Total Sale
Consideration shall be allocated as follows:




15




(a)            the
NewCo 1 Sale Shares: US$ 64,443,000.00, of which US$ 1.00 is paid
to acquire the IK Studio Optioned Interest and US$ 64,442,999.00 is paid to
acquire the remaining 7.34% participation interest in
Studio 1+1;




(b)            the
IMS Sale Shares: US$ 10,419,000.00, of which US$ 1.00 is paid to
acquire the IK IMS Optioned Interest, US$ 4,168,999.00 is paid to acquire
the 3.335% ownership interest in IMS directly held by ITS and
US$ 6,250,000.00 is paid to acquire the 5.0% ownership interest in ITS
directly held by RODNYANSKY;




(c)            the
Innova Sale Interest: US$ 4,738,000.00, of which US$ 1.00 is paid to
acquire the IK Innova Optioned Interest and US$ 4,737,999.00 is paid to
acquire the remaining 1.735% ownership interest in Innova, which shall be
reduced by the amount of the entire outstanding loan (including accumulated
interest and any other amounts) from CME BV to FUCHSMANN (the “Fuchsmann Loan
Balance”) as set forth in the Innova Transfer and Option Agreement, with
the remainder paid by CET 21 in cash, and, subject to completion of that
transaction, CET 21 undertakes to repay to CME BV the Fuchsmann Loan
Balance; and




(d)            the
TV Media Planet Sale Interest: US$ 3,750.00.




(iii)           The
amount of the cash consideration shall be an amount equal to the sum of the
payments for the AR Sale Interests and the BF Sale Interests minus the Fuchsmann
Loan Balance (the “Total Cash Sale
Consideration”).  At least 5 (five) Business Days prior to the
expected Closing Date, CME BV shall deliver to FUCHSMANN a statement of the
amount of the Fuchsmann Loan Balance that will be outstanding as of the expected
Closing Date and, on the basis of that calculation, the cash component of the
payment for the Innova Sale Interest and the amount of Total Cash Sale
Consideration to be paid at Closing.  These amounts shall be final and
binding on the Parties absent manifest error.




3.1.3         Sale
Transfers.  Upon payment of the Total Cash Sale Consideration,
as evidenced by payment instructions executed by the relevant CME Parties on the
Closing Date, the RF Participants shall immediately take or procure the
following actions:




(i)             NewCo 3
shall (and RODNYANSKY shall procure that NewCo 3 shall) transfer to
CME BV (or its designee) the NewCo 1 Sale Shares pursuant to the
NewCo 1 Transfer Agreement;




(ii)            RODNYANSKY
and ITS shall (and RODNYANSKY shall procure that ITS shall) transfer to CME Ltd.
(or its designee) the IMS Sale Shares pursuant to the IMS Transfer
Agreement;




16




(iii)           FUCHSMANN
shall transfer to CET 21 (or its designee) the Innova Sale Interest pursuant to
the Innova Transfer and Option Agreement; and




(iv)           FUCHSMANN
shall transfer to CME Ltd. (or its designee) the TV Media Planet Sale Interest
pursuant to the TV Media Planet Transfer Agreement,




in each
case with full title guarantee, free and clear of any Liens (collectively, the
“Sale
Transfers”).




3.2.      Upon
completion of all the actions provided in Clause 3.1, the Sale Transfers
and the Closing shall be deemed complete (the “Closing
Date”).  The CME Parties shall have no obligation to pay any
portion of the Total Consideration unless and until all Conditions Precedent
have been and remain satisfied on the Closing Date.




4.        Exercise of
Options.




4.1.      Put
Option.  Subject to satisfaction (or waiver by the relevant
Parties) of the Option Conditions Precedent, the Put Option shall be exercisable
by RODNYANSKY, NewCo 3 and FUCHSMANN jointly by delivery of a Put Notice in
accordance with Clause 4.8 for a price determined as follows (the price
determined in accordance with this Clause 4.1, the “Put Exercise
Price”):




4.1.1     From
the Closing Date until the first anniversary of such date, the total price
payable to RODNYANSKY, NewCo 3 and FUCHSMANN upon exercise of the Put
Option shall be US$ 95,400,000.00;




4.1.2     From
the first anniversary of the Closing Date until the second anniversary of such
date, the total price payable to RODNYANSKY, NewCo 3 and FUCHSMANN upon
exercise of the Put Option shall be US$ 102,300,000.00;




4.1.3     From
the second anniversary of the Closing Date, the price payable to RODNYANSKY,
NewCo 3 and FUCHSMANN upon exercise of the Put Option shall be the greater
of (a) the
Agreed Valuation and (b) US$ 109,100,000.00;




4.1.4     The
Parties agree that the Put Exercise Price shall be determined as provided above
as of the date of delivery of the Put Notice, provided that the Put
Transfer occurs as provided, including within the time limits, in
Clause 4.8;




4.2.     Call
Option.  Subject to satisfaction (or waiver by the relevant
Parties) of the Option Conditions Precedent, the Call Option shall be
exercisable by the relevant CME Parties by delivery of a Call Notice in
accordance with Clause 4.9 for a price determined as follows (the price
determined in accordance with this Clause 4.2, the “Call Exercise
Price”):




17




4.2.1     Subject
to Clause 4.2.2 below, the price payable to RODNYANSKY, NewCo 3 and
FUCHSMANN upon exercise of the Call Option shall be
US$ 109,100,000.00;




4.2.2    After
the first anniversary of the Closing Date, RODNYANSKY, NewCo 3 and
FUCHSMANN shall have the right jointly to request an Agreed Valuation within
five (5) Business Days of receiving a Call Notice; in the event that RODNYANSKY,
NewCo 3 and FUCHSMANN require an Agreed Valuation in accordance with this
Clause 4.2.2, the price payable upon exercise of the Call Option shall be
the greater of (a) the price
determined in accordance with Clause 4.2.1 above and (b) the Agreed
Valuation.




4.3.      Optioned Interests
Transfers.  Upon payment of the Call Exercise Price or Put
Exercise Price, as applicable, as evidenced by payment instructions executed by
the relevant CME Parties on the Option Closing Date, the RF Participants shall
immediately take or procure the following actions:




(i)             NewCo 3
shall (and RODNYANSKY shall procure that NewCo 3 shall) transfer to
CME BV (or its designee) the AR Optioned NewCo 2 Interest pursuant to
the relevant Option Transfer Document;




(ii)            RODNYANSKY
shall transfer to CME Ltd. (or its designee) the AR Optioned IMS Interest
pursuant to the relevant Option Transfer Document;




(iii)         
 RODNYANSKY shall transfer to CME Ltd. (or its designee) the AR Optioned
TVMP Interest pursuant to the relevant Option Transfer Document;




(iv)           RODNYANSKY
shall transfer to CME Ltd. (or its designee) any ownership interest acquired by
RODNYANSKY after the date of this Agreement in any member of the Studio 1+1
Group, the Gravis Group or any other direct or indirect subsidiary of
CME Ltd. pursuant to the relevant Option Transfer Document;




(v)            FUCHSMANN
shall transfer to CET 21 (or its designee) the BF Optioned Innova Interest
pursuant to the relevant Option Transfer Document;




(vi)           FUCHSMANN
shall transfer to CME Ltd. (or its designee) the BF Optioned IMS Interest
pursuant to the relevant Option Transfer Document;




(vii)          FUCHSMANN
shall transfer to CME Ltd. (or its designee) the BF Optioned TVMP Interest
pursuant to the relevant Option Transfer Document; and




18




(viii)         FUCHSMANN
shall transfer to CME Ltd. (or its designee) any ownership interest acquired by
FUCHSMANN after the date of this Agreement in any member of the Studio 1+1
Group, the Gravis Group or any other direct or indirect subsidiary of
CME Ltd. pursuant to the relevant Option Transfer Document,




in each
case with full title guarantee, free and clear of any Liens.




4.4.     Exercise Price.
Unless otherwise agreed by the Parties, the Parties agree that the applicable
Put Exercise Price or Call Exercise Price shall be allocated among RODNYANSKY
and NewCo 3, on the one side, and FUCHSMANN, on the other side, in equal
shares, provided that no
additional transfer of any part of the AR Optioned Interests or BF Optioned
Interests (including pursuant to Clause 4.14) has occurred after the
Closing Date, reflecting the relevant values thereof.




4.5.     Share
Consideration.  If RODNYANSKY, NewCo 3 and FUCHSMANN so
elect, the CME Parties shall use their commercially reasonable efforts to
procure that the Call Exercise Price is paid in the form of unregistered shares
of Class A common stock in CME Ltd. (the “CME Shares”),
calculated at a price equal to the average trading price of such shares for the
fifteen trading days prior to the date of such election of the Option
Transfer.  Any RF Participant may so elect by delivering to the CME
Parties within one (1) Business Day after receipt of the Call Notice a written
notice of his election (the “Election Notice”),
including the portion of the Call Exercise Price that any RF Participant
requests to receive in CME Shares (within the maximum limit provided above), and
within three (3) Business Days of receiving the Election Notice, the
CME Parties shall notify the RF Participants of whether they are able to
accommodate this request.  If the Election Notice is not received
within one (1) Business Day after delivery of the Call Notice and/or if the
CME Parties are unable to accommodate this request, the full amount of the
Call Exercise Price shall be payable in cash.




4.6.      Agreed
Valuation.  In the event that the Put Exercise Price or the
Call Exercise Price is to be determined with reference to an Agreed Valuation,
the Party initiating an Agreed Valuation shall notify the other relevant Parties
and request that such Parties appoint an Investment Bank within twenty (20)
Business Days of receipt of such notice. Following appointment of the Investment
Banks, the CME Parties and the RF Participants shall cause their respective
Investment Banks to agree on common valuation parameters within fifteen (15)
Business Days (which shall be limited to considerations of economic value only,
on a “debt-free, cash-free” basis viewed as a passive investment without regard
for any board or management positions or any share transfer restrictions) and
use their commercially reasonable efforts to provide their valuations within
thirty (30) Business Days. In the event that a third Investment Bank is jointly
appointed, the Parties shall cause such Investment Bank to use commercially
reasonable efforts to provide its valuation of the Optioned Interests within
twenty (20) Business Days of its appointment based on the valuation principles
used for the CME Valuation and the RF Valuation. If any Party initiates the
process of determining the Agreed Valuation in accordance with this
Clause 4.6, neither Party may serve an Option Notice until the Agreed
Valuation is determined.




19




4.7.     Conditions Precedent to
Exercise of the Options.  Exercise of the Options shall be
subject to the satisfaction (or waiver in writing by the relevant Parties) of
the Option Conditions Precedent.




4.8.     Put
Notice.  In the event that RODNYANSKY, NewCo 3 and
FUCHSMANN elect to exercise their rights under Clause 4.1 (provided that a
Call Notice has not been delivered pursuant to Clause 4.9), RODNYANSKY,
NewCo 3 and FUCHSMANN shall deliver a joint written notice (a “Put Notice”) to the
CME Parties, which notice shall (i) state that
RODNYANSKY, NewCo 3 and FUCHSMANN are exercising their rights under
Clause 4.1 to sell the Optioned Interests, (ii) include the
total amount to be paid for the Optioned Interests, and (iii) request
that the CME Parties inform the RF Participants of the anticipated time and
place on which the CME Parties will, subject to the Option Conditions Precedent,
acquire all of the Optioned Interests in exchange of payment by the CME Parties
of the applicable Put Exercise Price (the “Put Closing”), which
(subject to such terms and conditions) shall occur not more than thirty (30)
Business Days after the date on which such Put Notice is delivered if the Put
Exercise Price is to paid in the form of CME Shares and not more than sixty (60)
Business Days after the date on which such Put Notice is delivered if the Put
Exercise Price is to be paid in cash, provided that if an
Agreed Valuation is required, then the Put Closing shall occur not more than
fifteen (15) Business Days after the date on which such Agreed Valuation is
completed (or, in each case, such later date as is necessary to obtain all
required governmental and regulatory approvals and consents). Such Put Notice
shall be irrevocable.




4.9.     Call
Notice.  In the event that the CME Parties elect to
exercise their rights under Clause 4.2 (provided that a Put Notice has not
been delivered pursuant to Clause 4.8), the CME Parties shall deliver
written notice (a “Call Notice”) to the
RF Participants, which notice shall (i) state that
the CME Parties are exercising their rights under Clause 4.2 to
purchase all of the Optioned Interests, (ii) include the
total amount of consideration to be paid for the Optioned Interests, and the
breakdown of such consideration between RODNYANSKY, NewCo 3 and FUCHSMANN,
(iii) state the
date until which the RF Participants may request an Agreed Valuation, if
applicable, and (iv) state the
anticipated time and place on which RODNYANSKY, NewCo 3 and FUCHSMANN shall
be obliged to transfer all of their respective Optioned Interests referred to in
the Call Notice in exchange of payment by the CME Parties of the applicable Call
Exercise Price (a “Call Closing”), which
(subject to such terms and conditions) shall occur not more than thirty (30)
Business Days after the date on which such Call Notice is delivered if the Call
Exercise Price is to paid in the form of CME Shares and not more than sixty (60)
Business Days after the date on which such Call Notice is delivered if the Call
Exercise Price is to be paid in cash, provided that if the
RF Participants request an Agreed Valuation in accordance with this Agreement
and the Call Notice, the Call Closing (subject to such terms and conditions)
shall take place not more than fifteen (15) Business Days after the date on
which such Agreed Valuation is completed (or, in each case, such later date as
is necessary to obtain all required governmental and regulatory approvals and
consents).  Such Call Notice shall be irrevocable.




20




4.10.    Option Transfer
Documents.  As soon as reasonably practicable after delivery of
the Put Notice or the Call Notice, as applicable, but in any event on or prior
to the date of the relevant Option Closing, the relevant Parties shall execute
and deliver all such documents as may be required, substantially in the form of
the Transfer Agreements with such changes as may be reasonably necessary, in
order to effect the relevant Option Closing (the “Option Transfer
Documents”).




4.11.   Option
Closing.  The consummation of the Put Closing or the Call
Closing, as applicable (the “Option Closing”),
shall take place at such time and place as may be specified in the relevant
Option Notice in accordance with the foregoing or otherwise agreed among the
Parties (the “Option
Closing Date”).  The CME Parties shall have no obligation to
pay any portion of the Put Exercise Price or the Call Exercise Price, as
applicable, unless and until all Option Conditions Precedent have been and
remain satisfied on the Option Closing Date.




4.12.    Non-Payment of the Put
Exercise Price or the Call Exercise Price.




4.12.1   Except
as provided in Clause 4.12.2, if any payment of the Put Exercise Price or
the Call Exercise Price, as applicable, is due under this Agreement that is not
received on the date that is ten (10) Business Days after the due date thereof,
the CME Parties shall pay interest to the RF Participants on such overdue amount
from and including such tenth Business Day (but excluding the date when such
payment is received by the RF Participants) and calculated at a rate equal to
one-month LIBOR plus two and five tenths per cent (2.5%) per annum.




4.12.2   If
the Put Exercise Price or the Call Exercise Price, as applicable, is not paid in
full on the date that is thirty (30) Business Days after the due date thereof,
the RF Participants shall have the right, upon providing written notice to the
CME Parties within sixty (60) Business Days thereafter, to reverse the
Transaction by paying to the relevant CME Parties amounts in the aggregate equal
to US$ 219,603,750.00 (the “Transaction Reversal
Price”). Upon full payment of the Transaction Reversal Price by the RF
Participants to the CME Parties, the CME Parties shall immediately transfer to
the RF Participants all shares and interests that constitute the AR Sale
Interest and BF Sale Interest, so that the total participation interest held,
directly or indirectly, by the RF Participants in Studio 1+1 is forty (40)
percent.  No amount shall be payable pursuant to Clause 4.12.1 in
the event the RF Participants exercise their rights under this
Clause 4.12.2.




4.12.3   In
the event that the Transaction is reversed as described in Clause 4.12.2
above, the CME Parties and the RF Participants shall be obliged to act in good
faith and take all reasonable measures and actions necessary to bring the
Parties, to the extent practicable, to the position that existed immediately
after the Rodnyansky Restructuring, including adoption of any relevant
amendments to the charters, articles of association or other corporate documents
of the members of the Studio 1+1 Group similar to those that were in force
immediately after the Rodnyansky Restructuring.  The CME Parties shall
bear all of the notary and registration costs in connection with effecting the
reversal of the Transaction.  Without prejudice to the rights granted
to the RF Participants in this Clause 4.12, nothing in this
Clause 4.12.3 shall be deemed to limit the rights of the CME Parties to
restructure or reorganize their ownership of the Studio 1+1
Group.




21




4.12.4   In
the event that the Transaction is reversed as described in Clause 4.12.2
above, the Parties shall enter into an agreement to terminate all the
Transaction Documents (other than the CME Releases, the Release Agreements, the
Designation Notice, the Restructuring Consent and the Amended Closing Studio 1+1
Charter); provided that the
survival provisions in any such agreement or document, including in respect of
the termination of the Group Agreements, shall not be affected.






4.13.   No Transfer of
Interests.  Except as provided herein, each of the RF
Participants agrees not to transfer any of its Sale Interests or Optioned
Interests, or to otherwise sell, transfer, alienate, grant any option or other
rights or security or otherwise create or permit to subsist any Lien over its
participation interest in any entity of the Studio 1+1 Group (other than
the Lien granted pursuant to the Pledge Agreements) or the Gravis Group or
transfer any voting or other rights it may have as a participant in any entity
of the Studio 1+1 Group or the Gravis Group without the prior written
consent of the CME Parties.  In the event this Agreement is terminated
for any reason prior to the Closing Date and/or the Option Closing Date, the
provisions of this Clause 4.13 shall survive such termination.






4.14.    RF Participants Transfer of
Optioned Interests.  Prior to the date on which a Call Notice
or a Put Notice is served, each of RODNYANSKY and NewCo 3, on the one side,
and FUCHSMANN, on the other side, shall be entitled to transfer the AR Optioned
Interests and the BF Optioned Interests, respectively, or any portion thereof,
to the other RF Participant and/or to any Person Controlled by an RF Participant
(an “RF Participants
Transfer”) in accordance with the following procedures:






4.14.1   In
the event that RODNYANSKY and NewCo 3, on the one side, or FUCHSMANN, on
the other side, wishes to effect an RF Participants Transfer, (a) such RF
Participant shall not less than ten (10) Business Days prior to the relevant RF
Participants Transfer being effected, deliver a written notice to the CME
Parties of such RF Participants Transfer, identifying the Optioned Interest to
be transferred and the intended recipient (including, in the event such
recipient is a Person Controlled by an RF Participant, evidence of such
affiliation in a form reasonably satisfactory to the CME Parties), (b) the
transferee shall be in good standing and such person’s participation in the
operations of Studio 1+1, IMS or Innova and their subsidiaries could not
reasonably be expected to have a material adverse effect on such operations,
(c) the
transferring RF Participant shall enter into a guarantee, in form and substance
reasonably acceptable to the CME Parties, of performance by the receiving RF
Participant of the obligations herein with respect to such transferred shares,
(d) the
transferee shall become a party to this Agreement, subject to its terms and
conditions with respect to the shares transferred (including entering into a
Pledge Agreement in respect of the shares of NewCo 2) and (e) the relevant
Parties shall agree any additional documentation required to effect such RF
Participants Transfer, including any amendments to the charter of the relevant
Studio 1+1 Group member.  Each Party consents and agrees to the
addition of such transferee as a party hereto by the execution of a deed of
accession hereto or such other instrument as shall be necessary to cause such
transferee to become a party hereto.  Each of FUCHSMANN, RODNYANSKY
and NewCo 3 may only consummate an RF Participant Transfer in accordance
with applicable Law and the charter, articles of incorporation and bye-laws of,
and shareholders’ agreements relating to, Studio 1+1, IMS, Innova or
NewCo 2, respectively, provided such
transferee shall also have become a party to this Agreement, subject to its
terms and conditions.  Subject to compliance with the above procedures
and applicable Law, the relevant Parties shall, promptly following the RF
Participants Transfer, take all actions required, consistent with their
contractual obligations, to complete the RF Participants Transfer.




22




4.14.2       Transfer of
Companies.




(i)             Subject
to Clause 4.13, if either FUCHSMANN or RODNYANSKY should hold his interests in
any of Studio 1+1, IMS, Innova, TV Media Planet or NewCo 2 indirectly
through a holding entity (including NewCo 3), whether a company,
partnership, trust or other legal entity (a “Holding Company”), he
(a) shall
not sell, pledge, assign, dispose of or otherwise transfer his shares in the
Holding Company to any other Person other than pursuant to Clause 4.14.2(ii) or
with the prior written consent of the CME Parties and (b) shall procure
that the Holding Company does not conduct any business or incur any liability
other than in connection with the holding of interests in Studio 1+1, IMS,
Innova, TV Media Planet, NewCo 2 or another Holding Company and does not
otherwise sell, transfer, alienate, grant any option or other rights or security
or otherwise create or permit to subsist any Lien (other than pursuant to the
Pledge Agreements) over its interest in Studio 1+1, IMS, Innova, TV Media
Planet, NewCo 2 or such other Holding Company, as applicable, in each case
without the prior written consent of the CME Parties.




23




(ii)             Each
of FUCHSMANN and RODNYANSKY may transfer shares in a Holding Company, provided that (a) he shall
retain 100% indirect ownership and control of the voting share capital of the
Holding Company, (b) the
transferee of shares in the Holding Company shall be in good standing and such
Person’s participation in the operations of Studio 1+1, IMS, Innova, TV
Media Planet, NewCo 2 or NewCo 3 and their subsidiaries could not
reasonably be expected to have a material adverse effect on such operations,
(c) the
transferring party (either FUCHSMANN or RODNYANSKY) shall give to the CME
Parties at least 30 days prior written notice of such transfer, which notice
shall state the basis for the transferring party’s conclusion that the
transferee qualifies under the foregoing sub-clause (b), and (d) the
transferee shall become a party to this Agreement, subject to its terms and
conditions with respect to the shares transferred (including entering into a
Pledge Agreement in respect of the direct or indirect ownership of
NewCo 2).  Each Party consents and agrees to the addition of such
transferee as a party hereto by the execution of a deed of accession hereto or
such other instrument as shall be necessary to cause such transferee to become a
party hereto.  If the conditions in sub-clauses (a), (b), (c) and (d)
shall be satisfied, such Holding Company shall be a “Permitted Holding
Company”. Each of FUCHSMANN and RODNYANSKY may only transfer his directly
held interests in IMS, Innova, TV Media Planet or NewCo 3 to a Permitted
Holding Company in accordance with applicable Law and the charter, articles of
incorporation and bye-laws of, and shareholders’ agreements relating to, IMS,
Innova, TV Media Planet or NewCo 3, respectively, provided such
Permitted Holding Company shall also have become a party to this Agreement by
entering into a deed of accession and be subject to its terms and
conditions.  Any Permitted Holding Company may at any time transfer
its shares in IMS or Innova to FUCHSMANN and RODNYANSKY.




(iii)           If
any RF Participant shall attempt to transfer his participation interest or
shares in a Holding Company in violation of this Agreement, the Holding Company
shall not, without the prior written consent of the CME Parties, recognize such
transfer, and shall not register such transfer on its share register or such
other register as may be applicable.




4.14.3   If
for any reason a transfer of a participation interest or shares of a Holding
Company (including NewCo 3) by either FUCHSMANN or RODNYANSKY (in such
case, a “Violating
Shareholder”) shall be consummated in violation of Clause 4.14.2,
the Holding Company (including NewCo 3) shall immediately inform the CME
Parties of such transfer and shall without further consideration immediately
transfer any and all of its holding of a participation interest or shares in
IMS, Innova, TV Media Planet or NewCo 2 back to RODNYANSKY and FUCHSMANN,
pro rata with their
then-existing holdings of shares in IMS, Innova, TV Media Planet and
NewCo 2, respectively, and thereafter neither RODNYANSKY nor FUCHSMANN
shall have the right to transfer any of their respective participation interests
or shares in IMS, Innova, TV Media Planet or NewCo 2 to any Holding
Company.




24




4.14.4   Notwithstanding
any other provisions of this Agreement, the Parties acknowledge that money
damages will not be a sufficient remedy for any violation of the terms of this
Agreement and, accordingly, the Parties will be entitled to specific performance
and injunctive relief as remedies for any violation, in addition to all other
remedies available at law or equity.




4.15.    Performance
Assurance.  CME Ltd. and the RF Participants shall ensure
that each of their respective Affiliates perform all of their obligations as
provided herein.




5.         Conditions
Precedent.




5.1.      Conditions Precedent to
Closing.  The Closing is conditional on the fulfillment and
satisfaction of each of the following Conditions Precedent:




5.1.1    General Conditions Precedent
to performance by the Parties of their respective obligations at the
Closing:




(i)             each
of the Transaction Documents to be executed and delivered on or prior to the
Closing Date shall have been duly executed and delivered by each party thereto,
each of them shall have become effective and remain in full force and effect,
and the obligations of the parties therein shall have been duly
performed;




(ii)            the
CME Parties, KOLOMOISKY and the other relevant parties shall have entered into
the Assignment Agreement and such agreement shall remain in full force and
effect and have not been repudiated;




(iii)           each
of the CME Releases, the Release Agreements, the Designation Notice and the
Restructuring Consent shall have been duly executed and delivered by all parties
thereto and shall have not been repudiated;




(iv)           RODNYANSKY
shall have duly transferred his contribution to the share capital of Studio 1+1
in full under applicable Law;




(v)           the
Rodnyansky Restructuring shall have been completed, the Amended Closing Studio
1+1 Charter shall have been registered and the broadcasting licenses re-issued
in accordance with Clause 2.2, 2.2.3 and 2.2.4 hereof,
respectively;




(vi)           the
Parties shall have received all necessary consents and approvals of any
Governmental Authority necessary, and all other third party consents necessary
under applicable Law, to permit the Transaction to be completed as contemplated
by this Agreement, and such consents or approvals shall remain in
effect;




25




(vii)          there
shall not be any injunction, decision, order, decree or other action of any
nature of any court, administrative body or other Governmental Authority (or any
proceeding that is pending or threatened that could result in such an
injunction, decision, order or decree), or any Law enacted by any Governmental
Authority, restraining, preventing or making illegal any aspect of the
Transaction or which would otherwise cause any Party to be unable to complete
the transactions contemplated herein;




5.1.2   Conditions Precedent to
performance by the CME Parties of their respective obligations at the
Closing:




(i)             each
of the RF Participants shall have performed and complied in all material
respects with all covenants and agreements required by this Agreement and any
other Transaction Document to which he is a party to be performed or complied
with by such Party on or prior to the Closing Date, to be confirmed by a closing
certificate executed and delivered by each of them on the Closing
Date;




(ii)            the
representations and warranties of RODNYANSKY, FUCHSMANN and the other RF
Participants in this Agreement (and any other Transaction Document to which they
are parties) shall be true and correct in all material respects as of the date
first given and as of the Closing Date, to be confirmed by a closing certificate
executed and delivered by each of them on the Closing Date;




(iii)           each
Studio 1+1 Group entity has received every license, permit or other
approval (“Licenses”) necessary
to enable it to conduct its business as currently conducted and each such
License is valid, in effect and not subject to revocation;




(iv)           there
shall not be any injunction, decision, order or decree of any nature of any
Governmental Authority restraining, prohibiting or preventing, or threatening to
restrain, prohibit or prevent, the use by the Studio 1+1 Group of any of
its Licenses; and




(v)           the
CME Parties shall be reasonably satisfied that as of the Closing Date, other
than this Agreement, there shall be no outstanding agreements, arrangements or
other understandings (whether by contract or otherwise) with any other third
parties granting them the right (and no parties shall have claimed any such
right) to acquire any of the Sale Interests or Optioned Interests, or any
options, warrants, commitments, rights of first refusal, conversion rights or
other rights of any kind held by or granted to anyone to acquire any
participation interests or any other interests in Studio 1+1, any other
entity in the Studio 1+1 Group or any other Affiliate of
CME BV.




26




5.2.     Conditions Precedent to
Option Closing.  Any Option Closing is conditional on the
fulfillment and satisfaction (or waiver in writing by the relevant Party or
Parties) of each of the following Option Conditions Precedent:




5.2.1    General Conditions Precedent
to performance by the Parties of their respective obligations at the Option
Closing:




(i)             the
Parties shall have received all necessary consents and approvals of any
Governmental Authority necessary, and all other third party consents necessary
under applicable Law, to permit the relevant Option Transfer to be completed as
contemplated by this Agreement, and such consents or approvals shall remain in
effect;




(ii)            there
shall not be any injunction, decision, order or decree of any nature of any
court, administrative body or other Governmental Authority (or any proceeding
that is pending or threatened that could result in such an injunction, decision,
order or decree), or any Law enacted by any Governmental Authority, restraining,
preventing or making illegal any aspect of the relevant Option Transfer or which
would otherwise cause any relevant Person to be unable to complete the
applicable Option Transfer; and




(iii)           each
of the Option Transfer Documents shall have been duly executed and delivered by
each party thereto, each of them shall have become effective and remain in full
force and effect, and the obligations of the parties therein shall have been
duly performed;




5.2.2    Conditions Precedent to
performance by the CME Parties of their respective obligations at the Option
Closing:




(i)             each
of the Conditions Precedent set forth in Clause 5.1 shall remain satisfied
(or waived by the relevant Party or Parties) as of the Option Closing Date,
including by substitution mutatis mutandis of all
references therein to “Closing Date” with “Option Closing Date” and “Closing”
with “Option Closing”; and




(ii)            the
CME Parties shall be reasonably satisfied that as of the Option Closing Date,
(a) the
relevant CME Party has acquired good title to the AR Optioned Interest, free and
clear of any Liens, (b) CME BV
(or its designee) has acquired good title to each of the BF Optioned Interests,
free and clear of any Liens, (c) other than
this Agreement, there shall be no outstanding agreements, arrangements or other
understandings (whether by contract or otherwise) with any other third parties
granting them the right (and no parties shall have claimed any such right) to
acquire any of the AR Optioned Interest or the BF Optioned Interests, or any
options, warrants, commitments, rights of first refusal, conversion rights or
other rights of any kind held by or granted to anyone to acquire any
participation interests or any other interests in Studio 1+1, any other
entity in the Studio 1+1 Group or any other Affiliate of
CME BV.




27




5.3.     CME BV
(on behalf of itself or any of the CME Parties) may at any time waive, in whole
or in part, conditionally or unconditionally, any Condition Precedent by notice
in writing to RODNYANSKY and FUCHSMANN.




6.        Representations and
Warranties.




6.1.      Each
of the CME Parties hereby represents and warrants to the other Parties as of the
date of this Agreement, as of the Closing Date and as of the Option Closing Date
that each of the following statements are true and correct:




(i)             each
of the CME Parties is a company duly organized and validly existing under the
Laws of its jurisdiction;




(ii)            each
of the CME Parties has the necessary corporate power and authority to enter into
and perform its obligations under this Agreement and each of the Transaction
Documents to which it is a party;




(iii)           the
execution and delivery by each of the CME Parties of this Agreement and each of
the Transaction Documents to which it is a party will not violate any provision
of and will not result in a breach of the terms of (a) any Law
applicable to it or (b) any contract,
indenture, agreement or commitment to which it is a party or bound.




6.2.     Each
of the RF Participants hereby represents and warrants to the CME Parties on
behalf of itself and its respective Affiliates as of the date of this Agreement,
as of the Closing Date and as of the Option Closing Date that each of the
following statements are true and correct:




(i)             it
has the necessary power and authority (including in the case of RODNYANSKY and
FUCHSMANN full legal and dispositive capacity) to enter into, deliver, and
perform its obligations under, this Agreement and any other Transaction Document
to which it is party;




(ii)            the
execution, delivery and performance of this Agreement and each of the
Transaction Documents to which it is a party constitutes valid and legally
binding obligations, enforceable against it in accordance with the terms
thereof, and will not violate any provision of and will not result in a breach
of the terms of (i) any Law
applicable to it, (ii) any
contract, indenture, agreement or commitment to which it is a party or bound or
(iii) in
the case of any RF Participant or Affiliate (other than natural persons), any of
its organizational documents;




(iii)           no
additional consent by any other Person is required to be obtained by the RF
Participants in connection with its execution or performance of this Agreement
or any other Transaction Document to which it is a party;




28




(iv)           RODNYANSKY
is a legal resident in the Russian Federation on the basis of a temporary
residence permit and prior to the commencement of the Rodnyansky Restructuring
will obtain a permanent residence permit issued by the Federal Migration Service
of the Russian Federation;




(v)            as
of the Closing Date, RODNYANSKY is the sole beneficial owner of the AR Sale
Interests and the AR Optioned Interests, free and clear of any and all Liens
(other than the Liens created by the Pledge Agreements); the AR Sale Interests
and the AR Optioned Interests (and the underlying interests in Studio 1+1
to be owned by NewCo 1 and NewCo 2) have been duly authorized and
fully paid, such that upon transfer thereof pursuant to this Agreement, the
applicable CME Parties shall acquire good title to the AR Sale Interests or the
AR Optioned Interests, as applicable, free and clear of any Liens;




(vi)           RODNYANSKY
shall be the sole beneficial owner of (x) NewCo 1
from the date of its establishment through the Closing Date and (y) each of
NewCo 2 and NewCo 3 from the date of its establishment through the
Option Closing Date, and throughout each such period of beneficial ownership, as
applicable: (a) NewCo 3
shall be the sole legal owner of each of NewCo 1 and NewCo 2, free and
clear of any Liens (other than those created by this Agreement or the Pledge
Agreements), (b) NewCo 1
shall be the sole legal owner of a 22.98% participation interest in
Studio 1+1, free and clear of any Liens, (c) NewCo 2
shall be the sole legal owner of a 5.02% participation interest in
Studio 1+1, free and clear of any Liens and (d) each of
NewCo 3, NewCo 1 and NewCo 2 shall have engaged in no business
activity, and will engage in no business activities, except in respect of the
ownership of such participation interests in Studio 1+1 and the transactions
contemplated by this Agreement, and shall have incurred no indebtedness or other
liabilities of any kind (actual or contingent, present or future, or
otherwise);




(vii)          each
of NewCo 3, NewCo 1 and NewCo 2 shall be duly established under
the laws of its jurisdiction, and each of them shall be validly existing and in
good standing under such laws as of the Closing Date (with respect to
NewCo 3 and NewCo 1) and the Option Closing Date (with respect to
NewCo 3 and NewCo 2); all of the NewCo 1 Sale Shares and the AR
Optioned NewCo 2 Interest shall be duly authorized, validly issued and
fully paid and nonassessable; RODNYANSKY shall have obtained any consents,
permits and authorizations from any Governmental Authority required to establish
each of NewCo 3, NewCo 1 and NewCo 2 and to issue and pay their
respective share capitals under the laws of their respective jurisdictions and
any other applicable Law;




29




(viii)         as
of the Closing Date, FUCHSMANN is the sole legal and beneficial owner of each of
the BF Sale Interests and the BF Optioned Interests, free and clear of any Liens
(other than Liens arising under this Agreement), and each of the BF Sale
Interests and the BF Optioned Interests have been duly authorized and fully
paid, such that upon transfer thereof pursuant to this Agreement, the applicable
CME Parties shall acquire good title to the corresponding BF Sale Interests or
BF Optioned Interests, as applicable, free and clear of any Liens;




(ix)           other
than the agreements assigned pursuant to the Assignment Agreement, there are no
outstanding agreements, arrangements or other understandings (whether by
contract or otherwise) with any other third parties granting them the right to
acquire any of the Sale Interests or Optioned Interests, or any options,
warrants, commitments, rights of first refusal, conversion rights or other
rights of any kind held by or granted to anyone to acquire any participation
interests or any other interests in Studio 1+1 or any other entity in the
Studio 1+1 Group;




(x)             none
of the RF Participants nor any Affiliate has any direct or indirect interest
(other than the Sale Interests or Optioned Interests) in any tangible or
intangible asset or property used in the business of the Studio 1+1 Group,
or any right to payment of any kind with respect thereto (except as provided in
the Consultancy Agreements with respect to RODNYANSKY and
FUCHSMANN);




(xi)           no
papers, books, manuals, lists, correspondence and documents containing or
relating to the business of Studio 1+1 or the Studio 1+1 Group,
together with all copies thereof, have been removed or disposed of, except that
RODNYANSKY and FUCHSMANN may keep copies of such materials as shall be necessary
to permit him to prepare his individual tax returns or to comply with any other
legal requirements;




(xii)           neither
this Agreement, any other Transaction Document to which the RF Participants or
their respective Affiliates are a party, nor any document, certificate or other
information furnished or to be furnished by or on behalf of any Studio 1+1
Group entity or any RF Participant in connection herewith or therewith, or any
of the transactions contemplated hereby or thereby, contains or will contain any
untrue statement of a material fact or omits or will omit to state a material
fact necessary in order to make the statements contained herein or therein, in
light of the circumstances in which they are made, not misleading;




(xiii)         to
the best knowledge and belief of RODNYANSKY and FUCHSMANN after enquiry that
they consider appropriate, there are no claims from any Governmental Authority
or any third persons relating to the establishment of Studio 1+1 or any
other entity in the Studio 1+1 Group, and each Studio 1+1 Group entity
has all requisite corporate power and authority to own, lease and operate its
properties and assets and to carry on its business as currently
conducted;




30




(xiv)         neither
RODNYANSKY nor FUCHSMANN knows or has any reason to believe that any Licenses of
any Studio 1+1 Group entity or any application for such Licenses will be
revoked, not renewed or materially modified; and each Studio 1+1 Group
entity has been and is in compliance with all Laws and with the terms of each
such License and has not received any notice which, after receipt or lapse of
time or both, would constitute non-compliance with any such Licenses or with any
applicable agreement, regulatory rule or Law;




(xv)          as
of the date of the commencement of the Rodnyansky Restructuring, the
contributions to cover the share capital of Studio 1+1 issued to RODNYANSKY are
fully paid up;




(xvi)         listed
in Annex 1
are all existing agreements and other arrangements as of the date of this
Agreement among the Studio 1+1 Group and/or the RF Participants and their
respective Affiliates with respect to the Studio 1+1 Group and the CME
Parties, and all such agreements or arrangements shall be terminated in
accordance with the Termination Agreement;




(xvii)        to
the best knowledge and belief of the RF Participants after enquiry that they
consider appropriate, the business of the Studio 1+1 Group has been conducted in
the ordinary course and no RF Participant has caused CME Ltd. or any member of
the Studio 1+1 Group to make, or to offer, promise, or authorize to make, in
each case, directly or indirectly, (1) any unlawful
payments or (2) payments or
other inducements to any government official, including any official of an
entity owned or controlled by a government, with the intent or purpose of:
(i) influencing
any act or decision of such official in his official capacity; (ii) inducing
such official to do or omit to do any act in violation of the lawful duty of
such official; or (iii) inducing
such official to use his influence with a government or instrumentality thereof
to affect or influence any act or decision of such government or
instrumentality, in each case in order to assist CME Ltd. or the Studio 1+1
Group in obtaining or retaining business, or directing business to CME Ltd. or
the Studio 1+1 Group;




(xviii)       to
the best knowledge and belief of RODNYANSKY and FUCHSMANN after enquiry that
they consider appropriate, the books and records of each Studio 1+1 Group
entity (including, without limitation, (i) books and
records relating to the purchase of materials and supplies, dealings with
customers, invoices, supplier lists, personnel records and taxes of such
Studio 1+1 Group entity, (ii) the
corporate records and books of such Studio 1+1 Group entity and (iii) data stored
on computers) accurately record in all material respects all transactions of
such Studio 1+1 Group entity and have been maintained consistent with good
business practice; and




31




(xix)          all
negotiations relating to this Agreement, the other Transaction Documents and the
transactions contemplated hereby and thereby have been carried on without the
participation of any Person acting on behalf of the RF Participants or any of
their Affiliates in such a manner as to, and the transactions contemplated
hereby and thereby will not otherwise, give rise to any valid claim against any
of the CME Parties, any Studio 1+1 Group entity or any of their Affiliates
for any brokerage or finder’s commission, fee or similar compensation, or for
any bonus payable to any officer, director, employee, agent or representative of
or consultant to any such Person upon consummation of the transactions
contemplated hereby or thereby




7.        Obligations of the
Parties.




7.1.      From
the date hereof, for so long as RODNYANSKY and FUCHMSANN hold any direct or
indirect interests in the Studio 1+1 Group, each of RODNYANSKY,
NewCo 3 and FUCHSMANN shall exercise, or cause the exercise of, all of
their respective voting rights and other rights of participants or members of
governing bodies of the entities in the Studio 1+1 Group, and promptly take
all required actions that are necessary or appropriate to procure the matters
set out in this Agreement, including, without limitation, the
following:




(i)             to
procure that actions reasonably requested by the CME Parties that are necessary
or desirable to promptly complete the Assignment Agreement, including the
execution of the Release Agreements, are taken, subject to and in a manner
consistent with the terms hereof and without violating any other rights of the
Parties;




(ii)            not
to dispose of the ownership, possession, custody or control of any corporate
books or records of any entity of the Studio 1+1 Group;




(iii)           not
to take any action that is reasonably likely to result in any License being
revoked, materially modified or not being reissued;




(iv)          
not to cause or do any act or thing, the commission of which would constitute a
breach of any of the representations or warranties or covenants contained herein
or which would make any such representation or warranty inaccurate at the
Closing Date;




(v)           
to take, or cause to be taken, all actions, including the adoption of any
necessary shareholder resolutions of Studio 1+1 or any other member of the
Studio 1+1 Group, to implement the transactions contemplated by the
Transaction Documents;




32




(vi)           to
procure that the costs for overheads, goods and services provided by any
Affiliates of Innova, including Innova Marketing, to be paid by Innova in any
fiscal year ended after the date of execution of the Innova Transfer and Option
Agreement shall not exceed an amount of Euro 150,000.00 (plus VAT, if
applicable), so far as applicable, per year, provided that the net
amount will be annually increased to reflect the effective rate of inflation by
at least 3 % or by the official annual rate of inflation published by the
German Federal Statistical Office (Statistisches Bundesamt);
and




(vii)          to
take such other actions as are required of them in order to consummate the
transactions contemplated hereby and to give full effect to this
Agreement.




7.2.     The
RF Participants shall assist Studio 1+1 with the renewal or reissuance of
any Licenses required by Studio 1+1 in order to enable it to conduct its
business.  The RF Participants shall not directly or indirectly
interfere in any way with any such License or application for any
License.




7.3.      Each
of the RF Participants shall vote his or its Sale Interests and Optioned
Interests, and exercise any other voting rights he or it may have with respect
to the Studio 1+1 Group (including, to the extent required, for purposes of
ratifying actions taken by the supervisory board or any similar governance body
of any member of the Studio 1+1 Group), and cause the supervisory board
members appointed by him or it, to take all such actions contemplated by the
Transaction Documents and shall refrain from taking any action that is
inconsistent with or that may frustrate the intent and purposes of the
Transaction Documents.




7.4.     The
RF Participants acknowledge that Studio 1+1 is an indirect subsidiary of a
U.S. reporting company and as such is required to comply with certain U.S.
securities, anti-money laundering, anti-corruption and other Laws applicable to
it or its ultimate parent.  The RF Participants hereby agree not to
violate any such requirements with respect to the Studio 1+1 Group and
agree not to take any action, or to refrain from taking any action, that would
result in a violation of such requirements by any member of the Studio 1+1
Group.




7.5.     Each
of the RF Participants hereby agrees to take all actions reasonably within his
or its control to ensure that each member of the Studio 1+1 Group at all
times complies with, and agrees not take any action that would cause any member
of the Studio 1+1 Group not to comply with, any applicable Law, the
requirements of CME Code of Conduct and Ethics, the News and Public Affairs
Code, the editorial code of Studio 1+1 and such other policies and
reporting practices in respect of financial reporting or otherwise that are
adopted by the CME Participants or such member of the Studio 1+1 Group from time
to time.




7.6.      Each
of the RF Participants (each on his or its own behalf and on behalf of any
Person in which he or it holds a controlling ownership interest) agrees that at
any time prior to the Option Closing Date, no RF Participant (nor any Person in
which any RF Participant holds a controlling ownership interest) shall solicit
or employ or cause to be employed, whether directly or indirectly, on his or its
own behalf or on behalf of any other Person, any employee of the Studio 1+1
Group who has substantial knowledge of confidential aspects of the business of
the Studio 1+1 Group.




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7.7.     Each
of the RF Participants (each on his or its own behalf and on behalf of any
Person in which he or it holds a controlling ownership interest) agrees that,
except as stated in Clause 7.8 below, at any time prior to the Option
Closing Date, no RF Participant (nor any Person in which any RF Participant
holds a controlling ownership interest), directly or indirectly, shall carry on
or be engaged, concerned or interested in any business which is competitive with
or similar to the Television Business in Ukraine, whether as principal or agent,
officer, director, employee, representative, consultant, shareholder or
otherwise, alone or in association with any other Person.




7.8.      Notwithstanding
the provisions of Clause 7.7 above, the establishment by any RF Participant
of a business venture that is not in direct competition with the business of
Studio 1+1 or Gravis in (i) the internet,
(ii) digital
television, (iii) production
of television programming, (iv) print media,
(v) mobile
television, (vi) teleshopping,
(vii) pay
television, or (viii) the
purchase and sale of advertising shall not constitute a breach of
Clause 7.7.




7.9.     Obligation of the CME
Parties.  The Parties acknowledge that after the date of this
Agreement the CME Parties intend to make investments in the Studio 1+1
Group, in the form of debt, equity or otherwise.  The CME Parties
agree, with effect from the Closing Date, that investments made by the CME
Parties in the Studio 1+1 Group after the date of this Agreement will not
result in the dilution of the RF Participants’ aggregate beneficial ownership
interest below ten percent (10%) or otherwise decrease the Optioned
Interests.




8.        Confidentiality.




8.1.     Each
Party agrees to keep confidential and not to disclose to any Person any written
or oral confidential information provided to it by or on behalf of any other
Party (including any member of the Studio 1+1 Group), or otherwise obtained
by such Party, as the case may be, including the prior existence or contents of
the Group Agreements, without the prior consent of the relevant Party from whom
the confidential information was obtained and/or to whom it
relates.




8.2.      Nothing
contained in this Clause 8 shall prevent any Party from disclosing such
confidential information to (i) any of its
Affiliates (other than any Affiliate engaged in a business permitted pursuant to
Clause 7.8) provided such Party informs each such Affiliate that is a
recipient of confidential information and the restrictions in respect thereof
and is responsible for any disclosure or use of such confidential information by
such Affiliates in breach of the terms hereof; (ii) any member
of the board of directors of such Party or of the Studio 1+1 Group; or
(iii) to
any Person if required by applicable Law or stock exchange rules.




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9.        Termination.




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




9.2.      This
Agreement may be terminated at any time prior to the Closing Date:




(i)             by
RODNYANSKY and FUCHSMANN jointly if there has been a material breach by the CME
Parties of any of their respective covenants, representations or warranties
hereunder or under any other Transaction Document and such breach shall not have
been cured within 10 (ten) Business Days of the breaching Party receiving a
notice from RODNYANSKY and FUCHSMANN specifying the breach and requesting that
such breach be remedied; and




(ii)            by
the CME Parties if there has been a material breach by RODNYANSKY, FUCHSMANN or
their respective Affiliates of any of their respective covenants,
representations or warranties or other obligations hereunder or under any other
Transaction Documents and such breach shall not have been cured within 10 (ten)
Business Days of the breaching Party receiving a notice from CME BV
specifying the breach and requesting that such breach be remedied.




9.3.     This
Agreement may be terminated by any Party on June 30, 2008 (the “Termination Date”) if
the Closing Date shall not have occurred by such date, except that (a) RODNYANSKY
and FUCHSMANN may not terminate this Agreement if such delay is a result of any
action or failure to act on the part of RODNYANSKY, FUCHSMANN or their
respective Affiliates (other than any such action or failure to act that is due
to the gross negligence or willful misconduct of the CME Parties), and (b)  the CME
Parties may not terminate this Agreement if such delay is a result of any action
or failure to act on the part of the CME Parties (other than any such action or
failure to act that is due to the gross negligence or willful misconduct of
RODNYANSKY, FUCHSMANN or their respective Affiliates).  The Parties
agree that, in any case, termination of this Agreement shall be without
prejudice to any rights the Parties may have with respect to any breach of this
Agreement that occurs prior to such termination.




9.4.     Clauses
4.13, 4.14, 4.15, 8, 9.3, 10, 11 and 12 shall survive termination of this
Agreement.




10.       Indemnity.




10.1.   RODNYANSKY
and FUCHSMANN shall jointly and severally indemnify and keep indemnified the CME
Parties and their respective Affiliates (including the Studio 1+1 Group),
and their respective representatives, officers, directors, shareholders and
controlling persons (the “Protected Parties”)
from and against any and all costs, claims, demands, damages, expenses,
penalties, fines, liabilities, losses and diminution in value (including the
fees and expenses of investigation and counsel), whether or not involving a
third party claim, (collectively, “Losses”) whatsoever
arising out of or in connection with: (i) any false,
incorrect or misleading representation or warranty by RODNYANSKY, FUCHSMANN or
their respective Affiliates in any Transaction Document, as applicable; (ii) any breach
or non-fulfillment of any agreement, covenant or obligation by RODNYANSKY,
FUCHSMANN or their respective Affiliates in any Transaction Document, as
applicable; (iii) any and all
liability whatsoever, however imposed, whether paid by the CME Parties or any
entity in the Studio 1+1 Group, that arises as a result of any fraudulent
or criminal act or omission by RODNYANSKY, FUCHSMANN or their respective
Affiliates or any officer, director, representative, employee or agent thereof
(unless such fraudulent or criminal act or omission by their respective
Affiliates or any officer, director, representative, employee or agent thereof
was taken in contravention of instructions from RODNYANSKY or FUCHSMANN and
without the knowledge of RODNYANSKY and FUCHSMANN exercising appropriate
supervisory authority) in respect of the ownership and operation of the
Studio 1+1 Group, and (iv) any and all
actions, proceedings, claims, demands, assessments and judgments incidental to
the foregoing or the enforcement thereof.




35




10.2.   A
claim hereunder (an “Indemnity Claim”)
shall be asserted by written notice from the Party asserting such Claim (the
“Indemnified
Party”) to the Party from whom indemnification is sought (the “Indemnifying
Party”).  The notice shall include information regarding the
nature and basis for the Indemnity Claim and an estimate of the amount of Losses
demanded (including, to the extent practicable, a calculation of the alleged
Losses).




10.3.   If
the Indemnity Claim relates to any claim by a Person that is not a Protected
Party (a “Third Party
Claim”), the Indemnified Party shall state in the notice to the
Indemnifying Party the nature and basis of the Third Party Claim and the amount
thereof, to the extent known.  The Indemnifying Party shall be
entitled at its own expense to assume the defense of the Third Party Claim,
using legal advisers approved by the Indemnified Party.  The
Indemnified Party shall provide the Indemnifying Party and its advisers with
such information and assistance as the Indemnifying Party shall reasonably
request at the cost of the Indemnifying Party.




10.4.   The
obligation of an Indemnifying Party shall not extend to any liability arising
from the settlement or compromise of any action or claims brought against the
Indemnified Party, or the admission by the Indemnified Party of any claim or the
taking by the Indemnified Party of any action (unless required by Law or
applicable process) which might reasonably be expected to prejudice the
successful defense of the action or claim without, in any such case, the prior
written consent of the Indemnifying Party.




11.      Limitations on
Liability.




11.1.   The
aggregate liability of RODNYANSKY and FUCHSMANN to the Protected Parties in
respect of any Losses under this Agreement and any other Transaction Document
incurred prior to and on the Closing Date howsoever caused shall be limited to
an amount equal to the Total Sale Consideration plus, after the Option Closing
Date, the Put Exercise Price or the Call Exercise Price, as applicable, and in
the event of a reversal of the Transaction pursuant to Clause 4.12, the
Transaction Reversal Price.




36




11.2.   The
aggregate liability of the CME Parties to RODNYANSKY and FUCHSMANN and their
Affiliates under this Agreement and any other Transaction Document shall be
limited to an amount equal to the Total Cash Sale Consideration prior to and on
the Closing Date and on the Option Closing Date, the Put Exercise Price or the
Call Exercise Price, as applicable, if such amounts are otherwise due pursuant
to this Agreement.




12.      Miscellaneous.




12.1.   Notices.  All
notices and other communications made in connection with this Agreement shall be
in writing.  Any notice or other communication in connection herewith
shall be deemed duly delivered and given to any Party one Business Day after it
is sent by fax, confirmed by letter sent by a reputable express courier service,
in each case, to the regular mail addresses and fax numbers set forth below or
to such other regular mail address and/or fax number as may be specified in
writing to the other Parties hereto:




if to any
of the CME Parties or any member of the Studio 1+1 Group:




c/o CME
Development Corporation


81
Aldwych


London
WC2B 4HN, United Kingdom





Attn:
General Counsel


Tel.: + 44
207 430 5430


Fax: + 44
207 430 5403





if to
RODNYANSKY:


Aleksandr
Rodnyansky


CTC
Television


15A,
Pravda Street


Moscow,
125124 Russia


Tel.: +
7 495 785 6333


Fax: +
7 495 797 4180





if to
FUCHSMANN or ITS:


Boris
Fuchsmann


Peter-Roos-Strasse
10


40547
Düsseldorf, Germany


Tel.: +49
211 35 35 78


Fax: +49
211 17 51 222




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Any Party
may give any notice or other communication in connection herewith using any
other means (including, without limitation, personal delivery, messenger
service, facsimile, telex or regular mail), but no such notice or other
communication shall be deemed to have been duly delivered and given unless and
until it is actually received by the individual for whom it is
intended.




12.2.    Entire
Agreement.  This Agreement (together with all agreements and
documents between the Parties executed contemporaneously with it or referred to
in it) constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the Parties with respect to the
subject matter hereof.




12.3.   Costs and
Expenses.  The Parties have agreed that the CME Parties
will bear the notary and registration costs (including notarization of the
relevant spousal consents) incurred in Ukraine in connection with the transfers
of participation interests in Studio 1+1 to NewCo 1 and NewCo 2
pursuant to the Rodnyansky Restructuring, or incurred in connection with the
Sale Transfers and the Option Closing.  Otherwise, and save as
expressly provided in this Agreement, each Party shall pay its own costs and
expenses relating to the negotiation, preparation, execution and implementation
of this Agreement.




12.4.   No
Partnership.  Save where expressly set out in this Agreement,
nothing contained or implied in this Agreement shall constitute or be deemed to
constitute a partnership or agency between all or any of the Parties and, save
where expressly provided, none of the Parties shall have any authority to bind
or commit any other Party in any way.




12.5.   Severability.  If
any provision of this Agreement is invalid or unenforceable at any time for any
reason, such provision shall be adjusted, to the extent possible, in order to
achieve the intent of the Parties.  The invalidity of any one or more
provisions of this Agreement in any jurisdiction shall not affect the remaining
provisions of this Agreement in such jurisdiction, nor shall it affect the
validity or enforceability of any provision of this Agreement in any other
jurisdiction, and such remaining provisions shall be interpreted so as best to
reasonably effect the intent of the Parties




12.6.   Assignment;
Transfers.  This Agreement shall not be assignable by any Party
without the prior written consent of the other Parties.




12.7.   Amendment; Waivers,
etc.  No amendment, modification or discharge of, supplement to
or waiver under this Agreement, shall be valid or binding unless in writing and
duly executed by the relevant Parties.




12.8.   Governing
Law.  This Agreement is governed by and shall be construed in
accordance with Bermuda law.




38




12.9.   Arbitration.




12.9.1   General.  Any
dispute, controversy or claim arising out of or relating to this Agreement or
the Group Agreements, including any question regarding its existence, validity,
interpretation, performance or termination, shall be finally resolved by
arbitration in accordance with the Rules of Arbitration of the then existing
Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”), which
are deemed to be incorporated by reference into this Clause 12.9, except to
the extent modified by this Clause 12.9.  For the avoidance of
doubt, this Clause 12.9 supersedes any other arbitration agreement
previously concluded between the Parties and any of their respective Affiliates,
including those of the Group Agreements. The tribunal shall consist of three
arbitrators.  Subject to the provisions of Clause 12.9.3, the
parties to any such arbitration shall each be entitled to nominate one
arbitrator and the third arbitrator shall be appointed by the two
party-nominated arbitrators.




12.9.2   Seat and
Language.  The seat of the arbitration shall be Amsterdam, The
Netherlands.  The language of the arbitration shall be English except
that any party to the arbitration may submit testimony or documentary evidence
in Ukrainian, Russian or German and shall furnish a translation or
interpretation of any such evidence into English.




12.9.3   Related
Disputes.  If any dispute arising out of or relating to this
Agreement (hereinafter referred to as a “Related Dispute”)
raises issues which are substantially the same as or connected with issues
raised in another dispute which has already been referred to arbitration under
this Agreement or another Transaction Document (an “Existing Dispute”),
the tribunal appointed or to be appointed in respect of any such Existing
Dispute shall also be appointed as the tribunal in respect of any such Related
Dispute.  Where, pursuant to the foregoing provisions, the same
tribunal has been appointed in relation to two or more disputes, the tribunal
may, with the agreement of all the parties concerned or upon the application of
one of the parties, being a party to each of the disputes, order that the whole
or part of the matters at issue shall be heard together upon such terms or
conditions as the tribunal thinks fit.  The tribunal shall have power
to make such directions and any interim or partial award as it considers just
and desirable.




39




IN
WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first
written above.




ALEKSANDR
      RODNYANSKY/s/ Aleksandr
      RodnyanskyBORIS
      FUCHSMANN/s/ Boris
      FuchsmannINTERNATIONAL
      TELESERVICES LTD.By:
            /s/ Pius
      NiggName:
      Pius NiggTitle:
      DirectorCENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.By:
            /s/ Michael
      GarinName:
      Michael GarinTitle:
      Chief Executive OfficerCME
      MEDIA ENTERPRISES B.V.By:
            /s/ Alphons van
      SpaendonckName:
      Alphons van SpaendonckTitle:
      Managing DirectorBy:
            /s/ Peter
      BoosterName:
      Pan-Invest B.V., represented by Peter BoosterTitle:
      Managing DirectorCME
      UKRAINE HOLDING GMBHBy:
            /s/ Michael
      GarinName:
      Michael GarinTitle:
      Managing Director




40




CET
      21 s.r.o.By:
            /s/ Petr
      DvorakName:
      Petr DvorakTitle:
      Director (Jednatel)By:
            /s/ Milan
      CimirotName:
      Milan CimirotTitle:
      Director (Jednatel)UKRAINIAN
      MEDIA SERVICES LLCBy:
            /s/ Olena
      ShcherbynaName:
      Olena ShcherbynaTitle:
      DirectorBROADCASTING
      COMPANY “STUDIO 1+1 LLC”By:
            /s/ Yuri
      MorozovName:
      Yuri MorizovTitle:
      General DirectorFOREIGN
      ENTERPRISE INTER-MEDIABy:
            /s/ Mykhaylo
      KharenkoName:
      Mykhaylo KharenkoTitle:
      DirectorBy:
            /s/ Vladyslav
      KorchynName:
      Vladyslav KorchynTitle:
      General Director




41




INNOVA
      FILM GMBHBy:
            /s/ Marina
      WilliamsName:
      Marina WilliamsTitle:
      Managing DirectorINTERNATIONAL
      MEDIA SERVICES LTDBy:
            /s/ Michael
      GarinName:
      Michael GarinTitle:
      DirectorTV
      MEDIA PLANET LTD.By:
            /s/ Michael
      GarinName:
      Michael GarinTitle:
      Director




42