Unassociated Document







 

J.P.
MORGAN SECURITIES LTD.




Central
European Media Enterprises Ltd.




370,000,000
Euro




245,000,000
Euro 8.25% Senior Notes due 2012




125,000,000
Euro Senior Floating Rate Notes due 2012




Purchase
Agreement




April 29,
2005




J.P.
Morgan Securities Ltd.

125
London Wall

London
EC2Y 5AJ 




Lehman
Brothers International (Europe)

25 Bank
Street

London,
E14 5LE, England




ING Bank
N.V. London Branch

60 London
Wall

London,
EC2M 5TQ







Ladies
and Gentlemen:




Central
European Media Enterprises Ltd., a Company organized under the laws of Bermuda
(the “Company”),
proposes to issue and sell to the several Initial Purchasers listed in Schedule
1 hereto (the “Initial
Purchasers”), for
whom J.P. Morgan Securities Ltd. is acting as representative (the “Representative”), (i)
245,000,000 Euro 8.25% Senior Notes and (ii) 125,000,000 Euro
principal
amount of its floating rate notes, each due 2012 (the “Notes”). The
Notes will be issued pursuant to an Indenture to be dated as of May 5, 2005
(the “Indenture”) among
the Company, and Central European Media Enterprises N.V. (“CME
N.V.”) and
CME Media Enterprises B.V. (“CME
B.V.”)
(collectively, the “Guarantors”),
JPMorgan Chase Bank, N.A., London Branch as security agent (the “Security
Agent”), and JPMorgan
Chase Bank, N.A., London Branch as trustee (the “Trustee”), and
will be guaranteed on a senior basis (the “Guarantees”) by the
Guarantors.




The
obligations of the Issuer under the Notes will be secured by (a) a first
priority pledge of the shares of CME N.V. and CME B.V. and (b) a first
priority assignment of the Issuer’s rights under the framework agreement by and
between the Issuer and PPF (Cyprus) Ltd. (“PPF”) dated
as of December 13, 2004 (the “Framework
Agreement”) and
the agreement among the Company, PPF, and certain other members of the TV Nova
Group to be entered into on the date of the closing of the Acquisition (the
“TV
Nova Group Agreement”).




The
shares of CME N.V. and CME B.V. are collectively referred to as the Pledged
Shares, and the Pledged Shares and the first priority assignment of rights under
the Framework Agreement and the TV Nova Group Agreement are collectively
referred to as the “Collateral”. The
share pledges in respect of the Pledged Shares are referred to as the
“Share
Pledges” and,
together with the assignment agreements evidencing the first priority assignment
of rights under the Framework Agreement and the TV Nova Group Agreement, the
“Security
Documents”.







 






















The Notes
will be sold to the Initial Purchasers without being registered under the U.S.
Securities Act of 1933, as amended (the “Securities
Act”), in
reliance upon exemptions therefrom. The Company has prepared a preliminary
offering memorandum dated April 15,
2005 (the “Preliminary
Offering Memorandum”) and
will prepare an offering memorandum dated the date hereof (the “Offering
Memorandum”)
setting forth information concerning the Company and its subsidiaries, the Notes
and the Guarantees. Copies of the Preliminary Offering Memorandum have been, and
copies of the Offering Memorandum will be, delivered by the Company to the
Initial Purchasers pursuant to the terms of this purchase agreement (this
“Agreement”). The
Company hereby confirms that it has authorized the use of the Preliminary
Offering Memorandum and the Offering Memorandum in connection with the offering
and resale of the Notes by the Initial Purchasers in the manner contemplated by
this Agreement. Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Offering Memorandum. References herein to
the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed
to refer to and include any document incorporated by reference
therein.




The
Company will use the net proceeds of the Notes to finance the acquisition of the
TV Nova Group (as defined in the Framework Agreement) pursuant to the Framework
Agreement. Slovenska Televizna Spolocnost s.r.o and Markiza-Slovakia Splocnost
s.r.o is a non-consolidated subsidiary of the Company. For the purposes of this
Agreement, references to the Company and its subsidiaries shall be deemed to
include all companies in the TV Nova Group, even if the closing of the
acquisition happens or is deemed to happen on or after the date hereof,
Slovenska Televizna Spolocnost s.r.o and Markiza-Slovakia Splocnost s.r.o.





The
Company and each of the Guarantors hereby confirm their agreement with the
several Initial Purchasers concerning the purchase and resale of the Notes, as
follows:




1.    Purchase
and Resale of the Notes.
(a) The
Company agrees to issue and sell the Notes to the several Initial Purchasers as
provided in this Agreement, and each Initial Purchaser, on the basis of the
representations, warranties and agreements set forth herein and subject to the
conditions set forth herein, agrees, severally and not jointly, to purchase from
the Company the respective principal amount of Notes set forth opposite such
Initial Purchaser's name in Schedule 1 hereto at a price equal to 361,153,241
Euro plus accrued interest, if any, from May 5, 2005 to the Closing Date. The
Company will not be obligated to deliver any of the Notes except upon payment
for all the Notes to be purchased as provided herein.




(b)   Each of
the Company and the Guarantors understands that the Initial Purchasers intend to
offer the Notes for resale on the terms set forth in the Offering Memorandum.
Each Initial Purchaser, severally and not jointly, represents, warrants and
agrees that:




(i)  it is a
qualified institutional buyer within the meaning of Rule 144A under the
Securities Act (a “QIB”) and an
accredited investor within the meaning of Rule 501(a) under the Securities
Act;




(ii)  it has
not solicited offers for, or offered or sold, and will not solicit offers for,
or offer or sell, the Notes by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of
Regulation D under the Securities Act (“Regulation
D”) or in
any manner involving a public offering within the meaning of Section 4(2) of the
Securities Act; and







 






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(iii)  it has
not solicited offers for, or offered or sold, and will not solicit offers for,
or offer or sell, the Notes as part of their initial offering
except:




(A)  within
the United States to persons whom it reasonably believes to be QIBs in
transactions pursuant to Rule 144A under the Securities Act (“Rule
144A”) and in
connection with each such sale, it has taken or will take reasonable steps to
ensure that the purchaser of the Notes is aware that such sale is being made in
reliance on Rule 144A; or




(B)  in
accordance with the restrictions set forth in Annex A hereto.




(c)   Each
Initial Purchaser acknowledges and agrees that each of the Company and the
Guarantors and, for purposes of the opinions to be delivered to the Initial
Purchasers pursuant to Sections 5(f) and 5(g), counsel for the Company and the
Guarantors and counsel for the Initial Purchasers, respectively, may rely upon
the accuracy of the representations and warranties of the Initial Purchasers,
and compliance by the Initial Purchasers with their agreements, contained in
paragraph (b) above (including Annex A hereto), and each Initial Purchaser
hereby consents to such reliance.




(d)   Each of
the Company and the Guarantors acknowledges and agrees that the Initial
Purchasers may offer and sell Notes to or through any affiliate of an Initial
Purchaser and that any such affiliate may offer and sell Notes purchased by it
to or through any Initial Purchaser.




2.    Payment
and Delivery.
(b) The
closing of the purchase of the Notes by the several Initial Purchasers will
occur at the offices of Simpson Thacher &Bartlett LLP, One Ropemaker Street,
London EC2Y 9HU at 9:00 A.M., London time, on May 5, 2005, or at such other time
or place on the same or such other date, not later than the fifth business day
thereafter, as the Representative and the Company may agree upon in writing. The
time and date of such payment and delivery is referred to herein as the
“Closing
Date”.




(b)   The Notes
sold within the United States to QIBs in reliance on Rule 144A will be
represented by one or more global notes in registered form without interest
coupons attached (the “144A
Global Note”). The
Notes sold outside the United States in reliance on Regulation S under the
Securities Act (“Regulation
S”) will
be represented by one or more global notes in registered form without interest
coupons attached (together with the Rule 144A Global Note, the “Global
Notes”). The
Global Notes will be made available for inspection by the Representative not
later than 1:00 P.M., London time, on the business day prior to the Closing
Date.




(c)   Payment
for the Notes shall be made by the Representative on behalf of the several
Initial Purchasers in immediately available funds to a common depositary (the
“Common
Depositary”) for
Euroclear Bank S.A./N.V. (“Euroclear”) and
Clearstream Banking, société
anonyme
(“Clearstream”)
against delivery to the Common Depositary, for the account of the Initial
Purchasers, of the Global Notes, with any transfer taxes payable in connection
with the sale of the Notes duly paid by the Company.




3.    Representations
and Warranties of the Company and the Guarantors. The
Company, and the Guarantors jointly and severally represent and warrant to each
Initial Purchaser that:

 




 






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(a)   Offering
Memorandum. The
Preliminary Offering Memorandum, as of its date, did not, and the Offering
Memorandum, in the form first used by the Initial Purchasers to confirm sales of
the Notes and as of the Closing Date, will not, contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that the
Company and the Guarantors make no representation or warranty with respect to
any statements or omissions made in reliance upon and in conformity with
information relating to any Initial Purchaser furnished to the Company in
writing by such Initial Purchaser through the Representative expressly for use
in the Preliminary Offering Memorandum and the Offering Memorandum, it being
understood and agreed that the only such information is that described in
Section 6(b) hereof. No order
or decree preventing the use of the Preliminary Offering Memorandum or the
Offering Memorandum, or any order asserting that the transactions contemplated
by this Agreement are subject to the registration requirements of the Securities
Act or any other securities laws has been issued, and no proceeding for that
purpose has commenced or is pending or, to the knowledge of the Company or any
of the Guarantors, is contemplated.

 

(b)   Financial
Statements. The
financial statements and the related notes thereto included in the Preliminary
Offering Memorandum and the Offering Memorandum present fairly the financial
position of the Company and its subsidiaries as of the dates indicated and the
results of their operations and the changes in their cash flows for the periods
specified; such financial statements have been prepared in conformity with
generally accepted accounting principles in the United States (“GAAP”)
applied on a consistent basis throughout the periods covered thereby; the other
financial information and data included in the Preliminary Offering Memorandum
and the Offering Memorandum has been derived from the accounting records or
operating systems of the Company and its subsidiaries and presents fairly the
information shown thereby; and the pro
forma
financial information and the related notes thereto included in the Preliminary
Offering Memorandum and the Offering Memorandum (i) present fairly the
information shown therein, (ii) have been prepared in accordance with GAAP on a
basis consistent with the financial statements and related notes included in the
Preliminary Offering Memorandum and the Offering Memorandum (except for the
pro
forma
adjustments specified therein) and represent fairly the transactions described
in the Preliminary Offering Memorandum and the Offering Memorandum, (iii) except
as set forth in the Offering Memorandum, include all material adjustments to the
financial statements included in the Preliminary Offering Memorandum and the
Offering Memorandum necessary to give effect to the transactions referred to
therein and (iv) the assumptions underlying such pro
forma
financial information are reasonable and are set forth in the Preliminary
Offering Memorandum and the Offering Memorandum.




(c)   No
Material Adverse Change. Since
the date of the most recent financial statements of the Company and its
subsidiaries included in the Offering Memorandum, (i) there has not been any
change in the capital stock or long-term debt of the Company or any of its
subsidiaries, or any dividend or distribution of any kind declared, set aside
for payment, paid or made by the Company on any class of capital stock, or any
material adverse change, or any development in the business, properties,
financial position, results of operations, shareholders’ equity, cashflow or
prospects of the Company and its subsidiaries taken as a whole, (ii) other than
the Underwriting Agreement between the Company and the Initial Purchasers or
their affiliates, dated April 28, 2005 neither the Company nor any of its
subsidiaries has entered into any transaction or material agreement, that is of
a type which would be required to be disclosed as an exhibit to a registration
statement filed in connection with an offering of securities under the U.S.
federal securities laws, to the Company and its subsidiaries taken as a whole or
incurred any liability or obligation, direct or contingent, that is material to
the Company and its subsidiaries taken as a whole and (iii) neither the Company
nor any of its subsidiaries has sustained any material loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor disturbance or dispute or any action,
order or decree of any court or arbitrator or governmental or regulatory
authority, except in each case as otherwise disclosed in the Offering
Memorandum.







 






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(d)   Organization
and Good Standing. The
Company and each of its subsidiaries have been duly organized and are validly
existing and, where applicable, in good standing under the laws of their
respective jurisdictions of organization, are duly qualified to do business and,
where applicable, are in good standing in each jurisdiction in which their
respective ownership or lease of property or the conduct of their respective
businesses requires such qualification, and have all power and authority
necessary to own or hold their respective properties and to conduct the
businesses in which they are engaged, except where the failure to be so
qualified or have such power or authority would not, individually or in the
aggregate, have a material adverse effect on the business, properties, financial
position, results of operations, shareholders’ equity, cashflow or prospects of
the Company and its subsidiaries taken as a whole, or on the performance by the
Company and its subsidiaries of its obligations under the Notes and the
Guarantees (a “Material
Adverse Effect”).
Except as disclosed in the notes to the financial statements included in the
Offering Memorandum, none of the Company or any of its material subsidiaries is
in bankruptcy, liquidation or receivership or subject to any similar proceeding.
The Company does not own or control, directly or indirectly, any corporation,
association or other entity other than the subsidiaries listed in the notes to
the financial statements included in the Offering Memorandum.




(e)   Capitalization. The
Company has capitalization as set forth in the Preliminary Offering Memorandum
and the Offering Memorandum under the heading “Capitalization”; and all the
outstanding shares of capital stock or other equity interests of the Company and
of each direct and indirect subsidiary of the Company, which, in the case of
shares of subsidiaries that are owned by the Company, have been duly and validly
authorized and issued, are fully paid and non-assessable and, in the case of
shares of subsidiaries, are owned directly or indirectly by the Company, free
and clear of any lien, charge, encumbrance, security interest, restriction on
voting or transfer or any other claim of any third party, except as otherwise
disclosed in the Offering Memorandum. Except as otherwise disclosed in the
Offering Memorandum there are no outstanding options, warrants or other rights
to purchase or acquire any shares of the Company or any shares of its
subsidiaries owned by the Company or one of its subsidiaries.




(f)   Due
Authorization. The
Company and each of the Guarantors, as applicable, have full right, power and
authority to execute and deliver this Agreement, the Notes, the Indenture
(including the Guarantees set forth therein), the Security Documents and any
other agreement or instrument entered into with respect to the offering of the
Notes (collectively, the “Transaction
Documents”) and to
perform their respective obligations hereunder and thereunder; and all action
(corporate or other) required to be taken for the due and proper authorization,
execution and delivery of each of the Transaction Documents and the consummation
of the transactions contemplated thereby has been duly and validly
taken.




(g)   The
Indenture. The
Indenture has been duly authorized by the Company and each of the Guarantors
and, when duly executed and delivered in accordance with its terms by each of
the parties thereto, will constitute a valid and legally binding agreement of
the Company and each of the Guarantors enforceable against the Company and each
of the Guarantors in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, fraudulent conveyance, insolvency or similar
laws affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability (collectively, the “Enforceability
Exceptions”).







 






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(h)   The
Notes and the Guarantees. The
Notes have been duly authorized by the Company and, when duly executed,
authenticated, issued and delivered as provided in the Indenture and paid for as
provided herein, will be duly and validly issued and outstanding and will
constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms, subject to the
Enforceability Exceptions, and will be entitled to the benefits of the
Indenture; and the Guarantees have been duly authorized by each of the
Guarantors and, when the Notes have been duly executed, authenticated, issued
and delivered as provided in the Indenture and paid for as provided herein, will
be valid and legally binding obligations of each of the Guarantors, enforceable
against each of the Guarantors in accordance with their terms, subject to the
Enforceability Exceptions, and will be entitled to the benefits of the
Indenture. 




(i)   The
Purchase Agreement. This
Agreement has been duly executed and delivered by the Company and each of the
Guarantors, and when duly executed and delivered in accordance with its terms by
each of the parties thereto, will constitute a valid and legally binding
agreement of the Company and each of the Guarantors enforceable against the
Company and each of the Guarantors in accordance with its terms, subject to the
Enforceability Exceptions.




(j)   The
Security Documents. Each of
the Security Documents has been duly executed and delivered by the pledgors, and
when duly executed and delivered in accordance with their respective terms by
each of the other parties thereto, will constitute valid and legally binding
agreements of each of the pledgors enforceable against each of the pledgors in
accordance with their terms. 




(k)   Creation,
Enforceability and Perfection of Security Interests. The
applicable pledging entity under each Security Document owns the relevant
collateral covered by such Security Document (the “Collateral”), free
and clear of any security interest, mortgage, pledge, lien, encumbrance,
restrictions on transfer or any other similar claim of any other third party.
All filings and other actions necessary or desirable to perfect and protect the
security interest in the Collateral to be created under the Security Documents
have been or will be at or prior to the Closing Date duly made or taken and are
or will be at or prior to the Closing Date in full force and effect and,
together with the execution and delivery of the Security Documents by the
Company and each Guarantor, will create a valid and enforceable first ranking
security interest in the Collateral securing the obligations of the Company and
each Guarantor under the Indenture.




(l)   Descriptions
and Fair Summaries. The
descriptions in the Offering Memorandum of statutes, legal, governmental and
regulatory proceedings and contracts and other documents are accurate in all
material respects; the statements in the Offering Memorandum under the headings
“Description of other indebtedness”, “Material Bermuda and United States federal
income tax considerations”,” “Risk factors3⁄4Enforcement
of civil liabilities and judgments may be difficult”, and “Risk
factors3⁄4Risks
relating to the TV Nova Acquisition and the Krsak Agreement” “3⁄4Enforcement
of Civil Liabilities and Judgments may be difficult” fairly summarize the
matters therein described in all material respects; and each Transaction
Document conforms in all material respects to the description thereof contained
in the Offering Memorandum.




(m)   No
Violation or Default. Neither
the Company nor any of its subsidiaries is (i) in violation of its charter or
by-laws or similar organizational documents, (ii) in default, and no event has
occurred that, with notice or lapse of time or both, would constitute such a
default, in the due performance or observance of any term, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject or (iii) in violation of any license, authorization, law or statute or
any judgment, order, rule or regulation of any court or arbitrator or
governmental or regulatory authority, except, in the case of clauses (ii) and
(iii) above, for any such default or violation that would not, individually or
in the aggregate, have a Material Adverse Effect.







 






6















(n)   No
Conflicts. The
authorization, execution, delivery and performance by the Company and each of
the Guarantors of each of the Transaction Documents to which each is a party,
the issuance and sale of the Notes (including the Guarantees) and compliance by
the Company and each of the Guarantors with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents will
not (i) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, (ii) result in any violation of the
provisions of the charter or by-laws or similar organizational documents of the
Company or any of its subsidiaries or (iii) result in the violation of any law
or statute or any judgment, order, rule or regulation of any court or arbitrator
or governmental or regulatory authority, except in the case of clauses (i) and
(iii) above, for any such conflict, breach or violation that would not,
individually or in the aggregate, have a Material Adverse Effect.




(o)   No
Consents Required. No
consent, approval, authorization, order, filing, registration or qualification
of or with any court or arbitrator or governmental or regulatory authority is
required for the execution, delivery and performance by the Company and each of
the Guarantors of each of the Transaction Documents to which each is a party,
the issuance and sale of the Notes (including the Guarantees) and compliance by
the Company and each of the Guarantors with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents,
except for such consents, approvals, authorizations, orders and registrations or
qualifications as may be required under applicable securities laws in connection
with the purchase and resale of the Notes by the Initial
Purchasers.




(p)   Legal
Proceedings. Except
as described in the Offering Memorandum, there are no legal, governmental or
regulatory investigations, actions, suits or proceedings pending to which the
Company or any of its subsidiaries is or may be a party or to which any property
of the Company or any of its subsidiaries is or may be the subject that,
individually or in the aggregate, if determined adversely to the Company or any
of its subsidiaries, could reasonably be expected to have a Material Adverse
Effect; and to the best knowledge of the Company and each of the Guarantors no
such investigations, actions, suits or proceedings are threatened by any
governmental or regulatory authority or by others.




(q)   Independent
Accountants.
Deloitte & Touche LLP, who have certified certain financial statements of
the Company and its subsidiaries, with the exception of the companies of the TV
Nova Group, and KPMG Ceska republika, s.r.o. who have certified certain
financial statements of the TV Nova Group, are each independent public
accountants with respect to the Company and its subsidiaries within the meaning
of Rule 101 of the Code of Professional Conduct of the American Institute of
Certified Public Accountants and its interpretations and rulings thereunder and
applicable accounting rules and regulations. The report of Deloitte & Touche
LLP on the audited financial statements of the Company included in the
Preliminary Offering Memorandum and the Offering Memorandum does not contain any
limitation or restriction on the ability of the Initial Purchasers or the
purchasers of the Notes to rely upon such report. The report of KPMG Ceska
republika, s.r.o. on the audited financial statements of TV Nova Group included
in the Preliminary Offering Memorandum and the Offering Memorandum does not
contain any limitation or restriction on the ability of the Initial Purchasers
or the purchasers of the Notes to rely upon such report.







 






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(r)   Title
to Real and Personal Property. The
Company and its subsidiaries have good and marketable title in fee simple to, or
have valid rights to lease or otherwise use, all items of real and personal
property that are material to the respective businesses of the Company and its
subsidiaries, in each case free and clear of all liens, encumbrances, claims and
defects and imperfections of title except those that (i) do not materially
interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries or (ii) could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse
Effect.




(s)   Title
to Intellectual Property. The
Company and its subsidiaries own or possess adequate rights to use all material
patents, patent applications, trademarks, service marks, trade names, trademark
registrations, service mark registrations, copyrights, licenses, computer
software and know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures)
necessary for the conduct of their respective businesses except where the
failure to possess, or own such rights would not have a Material Adverse Effect;
and to the knowledge of the Company the conduct of their respective businesses
will not conflict in any material respect with any such rights of others, and
the Company and its subsidiaries have not received any notice of any claim of
infringement of or conflict with any such rights of others and are unaware of
any facts which would form a reasonable basis for any such claim, except as to
such conduct or infringement which would not have a Material Adverse
Effect.




(t)   Investment
Company Act. The
Company is not, and after giving effect to the offering and sale of the Notes
and the application of the proceeds thereof as described in the Offering
Memorandum will not be, an “investment company” or an entity “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the “Investment
Company Act”).




(u)   Passive
Foreign Investment Company. The
Company is not, and does not expect to become, a “passive foreign investment
company” as defined in Section 1297 of the U.S. Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder.




(v)   Taxes. Except
as would not have a Material Adverse Effect, the Company and its subsidiaries
have paid all national, regional, local and other taxes and filed all tax
returns required to be paid or filed through the date hereof; and except as
otherwise disclosed in the Offering Memorandum, there is no tax deficiency that
has been, or could reasonably be expected to be, asserted against the Company or
any of its subsidiaries or any of their respective properties or
assets.




(w)   No
Withholding Tax. All
payments to be made by the Company under this Agreement and, except as otherwise
disclosed in the Offering Memorandum, all interest, principal, premium, if any,
additional amounts, if any, and other payments on or under the Notes or the
Guarantees may, under the current laws and regulations of Bermuda, the
Netherlands Antilles and the Netherlands or any political subdivision or any
authority or agency therein or thereof having power to tax, or of any other
jurisdiction in which the Company or a Guarantor, as the case may be, is
organized or is otherwise resident for tax purposes or any jurisdiction from or
through which a payment is made (each, a “Relevant
Taxing Jurisdiction”), be
paid in euro that may be converted into another currency and freely transferred
out of the Relevant Taxing Jurisdiction and all such interest on the Notes will
not be subject to withholding or other taxes under the current laws and
regulations of the Relevant Taxing Jurisdiction and are otherwise payable free
and clear of any other tax, withholding or deduction in the Relevant Taxing
Jurisdiction and without the necessity of obtaining any governmental
authorization in the Relevant Taxing Jurisdiction.







 






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(x)   Stamp
Duty. Except
as otherwise disclosed in the Offering Memorandum, no stamp, issuance, transfer
or other similar taxes or duties are payable by or on behalf of the Initial
Purchasers in Bermuda, the Netherlands Antilles and the Netherlands, the United
Kingdom or the United States or any political subdivision or taxing authority
thereof or therein on (i) the creation, issue or delivery by the Company of the
Notes, (ii) the creation, issue or delivery by the Guarantors of the Guarantees,
(iii) the purchase by the Initial Purchasers of the Notes in the manner
contemplated by this Agreement, (iv) the resale and delivery by the Initial
Purchasers of the Notes contemplated by this Agreement or (v) the execution and
delivery of this Agreement and the other Transaction Documents and the
consummation of the transactions contemplated hereby and thereby.




(y)   No
Labor Disputes. No
labor disturbance by or dispute with employees of the Company or any of its
subsidiaries exists or, to the best knowledge of the Company and each of the
Guarantors, is threatened which could, individually or in the aggregate, have a
Material Adverse Effect; to the best knowledge of the Company and each of the
Guarantors, no labor disturbance by or dispute with employees or agents of
suppliers or customers of the Company or any of its subsidiaries is threatened
which could, individually or in the aggregate, have a Material Adverse
Effect.




(z)   Licenses
and Permits. The
Company and its subsidiaries possess all licenses, certificates, permits and
other authorizations issued by, and have made all declarations and filings with,
the appropriate national, regional, local or other governmental or regulatory
authorities that are necessary for the ownership or lease of their respective
properties or the conduct of their respective businesses as described the
Offering Memorandum, except where the failure to possess or make the same would
not, individually or in the aggregate, have a Material Adverse Effect; and
except as described in the Offering Memorandum, neither the Company nor any of
its subsidiaries has received notice of any revocation or modification of any
such license, certificate, permit or authorization or has any reason to believe
that any such license, certificate, permit or authorization will not be renewed
in the ordinary course, except where receipt of such notice of any revocation or
modification of any such license, certificate, permit or authorization would not
have a Material Adverse Effect.




(aa)        
Books
and Records. The
minute books and records of the Company, each of its subsidiaries relating to
proceedings of their respective shareholders, boards of directors and committees
of their respective boards of directors made available to counsel for the
Initial Purchasers are their original minute books and records or are true,
correct and complete copies thereof, with respect to all proceedings of said
shareholders, boards of directors and committees since January, 2002, through
the date hereof. In the event that definitive minutes have not been prepared
with respect to any proceedings of such shareholders, boards of directors or
committees, the Company has provided counsel for the Initial Purchasers with
originals or true, correct and complete copies of draft minutes, which drafts,
if any, reflect all material events that occurred in connection with such
proceedings. 




(bb)       
Compliance
With Environmental Laws. The
Company and its subsidiaries (i) are in compliance with any and all applicable
international, national, regional, local and other laws, rules, regulations,
decisions and orders relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants (collectively, “Environmental
Laws”), (ii)
have received and are in compliance with all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses (collectively, “Environmental
Permits”),
and (iii)
have not
received notice of any actual or potential liability for the investigation or
remediation of any disposal or release of hazardous or toxic substances or
wastes, pollutants or contaminants, except in any such case for any such failure
to comply with, or failure to receive required permits, licenses or approvals,
or liability, as would not, individually or in the aggregate, have a Material
Adverse Effect; and the Company and its subsidiaries are not aware of any
pending investigation which might reasonably be expected to lead to a claim of
such liability, except any such liability as would not, individually or in the
aggregate, have a Material Adverse Effect.







 






9















(cc)        
Compliance
With Employee Arrangements. Except
as would not be reasonably expected to have a Material Adverse Effect, each
benefit and compensation plan, agreement, policy and arrangement that is
maintained, administered or contributed to by the Company or any of its
subsidiaries for current or former employees or directors of, or independent
contractors with respect to, the Company or any of its subsidiaries, or with
respect to which any of such entities could reasonably be expected to have any
current, future or contingent liability or responsibility, has been maintained
in compliance with its terms and the requirements of any applicable statutes,
orders, rules and regulations; the Company and each of its subsidiaries and each
of their respective affiliates have complied with all applicable statutes,
orders, rules and regulations in regard to such plans, agreements, policies and
arrangements.




(dd)         Related
Party Transactions. Except
as otherwise disclosed in the Offering Memorandum, no material relationship,
direct or indirect, exists between or among any of the Company or any of its
subsidiaries on the one hand, and any director, officer, shareholder, or other
affiliate of the Company or any of its subsidiaries on the other hand, which is
material to either entity having an interest in the relationship.




(ee)         
Insurance. Except
as would not be reasonably expected to have a Material Adverse Effect the
Company and its subsidiaries have insurance covering their respective
properties, operations, personnel and businesses, including business
interruption insurance, which insurance is in amounts and insures against such
losses and risks as are adequate to protect the Company and its subsidiaries and
except as would not be reasonably expected to have a Material Adverse Effect
their respective businesses; and neither the Company nor any of its subsidiaries
has (i) received notice from any insurer or agent of such insurer that capital
improvements or other expenditures are required or necessary to be made in order
to continue such insurance or (ii) any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage at reasonable cost from similar insurers as may be
necessary to continue its business.




(ff)          
Accounting
Controls. Except
as otherwise disclosed in the Offering Memorandum, the Company makes and keeps
books and records which are accurate in all material respects and maintain
systems of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.




(gg)       
No
Unlawful Payments. Neither
the Company nor any of its subsidiaries nor, to the best knowledge of the
Company and each of the Guarantors, any director, officer, agent, employee or
other person acting on behalf of the Company or any of its subsidiaries has (i)
used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expense relating to political activity, (ii) made any direct or
indirect unlawful payment to any government official or employee from corporate
funds, (iii) violated or is in violation of any provision of the U.S. Foreign
Corrupt Practices Act of 1977 or any applicable law or regulation implementing
the OECD convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, (iv) made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment. 







 






10















(hh)       
Money
Laundering. The
operations of the Company and its subsidiaries are and have been conducted at
all times in compliance with applicable financial record keeping and reporting
requirements of Bermuda and the European Union, so far as the Company and each
of the Guarantors are aware, and any related or similar statutes, rules,
regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the “Money
Laundering Laws”), and
no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its
subsidiaries with respect to the Money Laundering Laws is pending or, to the
best knowledge of the Company and each of the Guarantors,
threatened.




(ii)         
Solvency. On and
immediately after the Closing Date, each of the Company and the Guarantors
(after giving effect to the issuance of the Notes, the application of the
proceeds therefrom and the other transactions related thereto as described in
the Preliminary Offering Memorandum and the Offering Memorandum) will be
Solvent. As used in this paragraph, the term “Solvent” means,
with respect to a particular date, that on such date (i) the present fair market
value (or present fair saleable value) of the assets of the Company or any
Guarantor is not less than the total amount required to pay the liabilities of
the Company or such Guarantor on its total existing debts and liabilities
(including contingent liabilities) as they become absolute and matured, (ii) the
Company and each Guarantor is able to realize upon its assets and pay its debts,
and other liabilities, contingent obligations and commitments as they mature and
become due in the normal course of business, (iii) assuming consummation of the
issuance of the Notes as contemplated by this Agreement, the Preliminary
Offering Memorandum and the Offering Memorandum, none of the Company or any
Guarantor is incurring debts or liabilities beyond its ability to pay as such
debts and liabilities mature, (v) neither the Company nor any of the Guarantors
is over-indebted or otherwise insolvent within the meaning of such insolvency
law as may be applicable to the Company or any of the Guarantors; and (vi) no
proceedings have been commenced for purposes of, and no judgment has been
rendered for, the administration, liquidation, bankruptcy or winding-up of the
Company or any of its material subsidiaries.




(jj)         
No
Restrictions on Subsidiaries. Except
as would not be reasonably expected to have a Material Adverse Effect, no
subsidiary of the Company is currently prohibited, directly or indirectly, under
any agreement or other instrument to which it is a party or is subject, from
paying any dividends, from making any other distribution on such subsidiary’s
capital stock, from repaying any intercompany loans or advances or from
transferring any of such subsidiary’s properties or assets to the Company or any
other subsidiary of the Company.




(kk)       
No
Broker’s Fees. Neither
the Company nor any of its subsidiaries is a party to any contract, agreement or
understanding with any person (other than this Agreement, the Underwriting
Agreement dated as of April 28, 2005
among the Initial Purchasers, or their affiliates, and the Company, and the
Engagement Letter among the Company and the Initial Purchasers dated March 11,
2005) that would give rise to a valid claim against any of them or any Initial
Purchaser for a brokerage commission, finder’s fee or like payment in connection
with the offering and sale of the Notes.







 






11















(ll)         
Rule
144A Eligibility. On the
Closing Date, the Notes and the Guarantees will not be of the same class (within
the meaning of Rule 144A under the Securities Act) as securities of the Company
or any Guarantor that are listed on a national securities exchange registered
under Section 6 of the Exchange Act or quoted in an automated inter-dealer
quotation system; and each of the Preliminary Offering Memorandum and the
Offering Memorandum, as of its respective date, contains or will contain all the
information that, if requested by a prospective purchaser of the Notes, would be
required to be provided to such prospective purchaser pursuant to Rule
144A(d)(4) under the Securities Act.




(mm)     
No
Integration. Neither
the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation
D) has, directly or through any agent, sold, offered for sale, solicited offers
to buy or otherwise negotiated in respect of, any security (as defined in the
Securities Act), that is or will be integrated with the sale of the Notes and
the Guarantees in a manner that would require registration of the Notes and the
Guarantees under the Securities Act.




(nn)      
No
General Solicitation or Directed Selling Efforts. None of
the Company or any of its affiliates or any other person acting on its or their
behalf (other than the Initial Purchasers, as to which no representation is
made) has (i) solicited offers for, or offered or sold, the Notes by means of
any form of general solicitation or general advertising within the meaning of
Rule 502(c) of Regulation D or in any manner involving a public offering within
the meaning of Section 4(2) of the Securities Act or (ii) engaged in any
directed selling efforts within the meaning of Regulation S, and all such
persons have complied with the offering restrictions requirement of Regulation
S. 




(oo)      Securities
Law Exemptions.
Assuming the accuracy of the representations and warranties of the Initial
Purchasers contained in Section 1(b) (including Annex A hereto) and their
compliance with their agreements set forth therein, it is not necessary, in
connection with the issuance and sale of the Notes to the Initial Purchasers and
the offer, resale and delivery of the Notes by the Initial Purchasers in the
manner contemplated by this Agreement and the Offering Memorandum, to register
the Notes under the Securities Act or to qualify the Indenture under the Trust
Indenture Act.




(pp)      
No
Stabilization. Neither
the Company nor any of its subsidiaries has taken, directly or indirectly, any
action designed to or that could reasonably be expected to cause or result in
any stabilization or manipulation of the price of the Notes.




(qq)      
Stabilization
Notice. The
Company has been informed of the existence of the United Kingdom Financial
Services Authority stabilizing guidance contained in Section MAR 2, Ann 2G of
the Handbook of rules and guidance issued by the Financial Services Authority;
and none of the Company or any Guarantor has taken any action or omitted to take
any action (such as issuing any press release relating to any Notes without an
appropriate legend) which may result in the loss by any of the Initial
Purchasers of the ability to rely on any stabilization safe harbor provided
under the Financial Services and Markets Act 2000 (“FSMA”).




(rr)        
Forward-Looking
Statements. No
forward-looking statement (within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act) contained in the Preliminary Offering
Memorandum and the Offering Memorandum has been made or reaffirmed without a
reasonable basis or has been disclosed other than in good faith.




(ss)      
Margin
Rules. Neither
the issuance, sale and delivery of the Notes nor the application of the proceeds
thereof by the Company as described in the Offering Memorandum will violate or
result in a violation of Section 7 of the Exchange Act, or any regulation
promulgated thereunder, including without limitation, Regulation T, U or X of
the Board of Governors of the Federal Reserve System or any other regulation of
such Board of Governors.







 






12















(tt)       
Statistical
and Market Data. The
industry, statistical and market-related data included in the Preliminary
Offering Memorandum and the Offering Memorandum is based on or derived from
sources that the Company and the Guarantors believe to be reliable and accurate
in all material respects.




(uu)      
U.S.
Jurisdiction. Each of
the Company and the Guarantors has the power to submit, and pursuant to this
Agreement and each other Transaction Document governed by New York law has
submitted, or at the Closing Date will have submitted, legally, validly,
effectively and irrevocably, to the jurisdiction of any U.S. Federal or New York
State court in the Borough of Manhattan in the City of New York, New York; and
each of the Company and the Guarantors has the power to designate, appoint and
empower, and pursuant to this Agreement and each other Transaction Document
governed by New York law has, or at the Closing Date will have, designated,
appointed and empowered, validly, effectively and irrevocably, an agent for
service of process in any suit or proceeding based on or arising under this
Agreement and each such Transaction Document in any U.S. Federal or New York
State court in the Borough of Manhattan in the City of New York, as provided
herein and in such Transaction Documents.




(vv)       
No
Immunity. None of
the Company or any of its subsidiaries, and none of their respective properties
or assets, has any immunity from the jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, executing or otherwise) under the laws of any
jurisdiction in which it has been incorporated or in which any of its property
or assets are held.




(ww)      
Compliance
with Sanction Legislation. The
Company, on behalf of itself and its subsidiaries, represents and warrants that
none of the issue and sale of the Notes, the execution, delivery and performance
of the Transaction Documents, the use of proceeds from the offering, or the
consummation of any other transaction contemplated hereby or the fulfillment of
the terms hereof, or the provision of services to any of the foregoing will
result in a violation by any person (including, without limitation, the Initial
Purchasers) of any trade, economic or military sanctions issued against any
nation by the United Nations or any governmental or regulatory authority of the
European Union, the United States, the United Kingdom or, or any orders or
licenses publicly issued under the authority of any of the
foregoing.




(xx)          Exchange
Listing.
Application has been made to list the Notes on the Luxembourg Stock Exchange
(the “Exchange”) and,
in connection therewith, the Company has caused to be prepared and submitted to
the Exchange a listing application with respect to the Notes.




(yy)        
Compliance
with FSMA. Neither
the Company nor any of the Guarantors has distributed and, prior to the later to
occur of (i) the Closing Date and (ii) the completion of the distribution of the
Notes, will not distribute any material in connection with the offering and sale
of the Notes other than the Preliminary Offering Memorandum or the Offering
Memorandum or other materials, if any, permitted by the Securities Act and FSMA
(or regulations promulgated pursuant to the Securities Act or FSMA) and approved
by the parties to this Agreement.




4.    Further
Agreements of the Company and the Guarantors. The
Company and each of the Guarantors jointly and severally covenant and agree with
each Initial Purchaser that:




(a)   Delivery
of Copies. The
Company will deliver to the Initial Purchasers, without charge, as many copies
of the Preliminary Offering Memorandum and the Offering Memorandum (including
all amendments and supplements thereto) as the Representative may reasonably
request.







 






13















(b)   Amendments
or Supplements. Before
making or distributing any amendment or supplement to the Preliminary Offering
Memorandum or the Offering Memorandum, the Company and each of the Guarantors
will furnish to the Representative and counsel for the Initial Purchasers copies
of the proposed amendment or supplement for review, and will not distribute any
such proposed amendment or supplement to which the Representative or the counsel
to the Initial Purchasers reasonably objects unless such amendment or supplement
is required to be made or distributed by applicable provisions of U.S. federal
securities laws.




(c)   Notice
to the Representative. The
Company and each of the Guarantors will advise the Representative promptly, and
confirm such advice in writing, (i) of the issuance by any governmental or
regulatory authority of any order preventing or suspending the use of the
Preliminary Offering Memorandum or the Offering Memorandum or promptly upon
becoming aware of the initiation or threatening of any proceeding for that
purpose, (ii) of the occurrence of any event at any time prior to the completion
of the initial offering of the Notes as a result of which the Offering
Memorandum as then amended or supplemented would include any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing when the Offering
Memorandum is delivered to a purchaser, not misleading and (iii) of the receipt
by the Company or each of the Guarantors of any notice with respect to any
suspension of the qualification of the Notes for offer and sale in any
jurisdiction or promptly upon becoming aware of the initiation or threatening of
any proceeding for such purpose; and the Company and each of the Guarantors will
use their reasonable best efforts to prevent the issuance of any such order
preventing or suspending the use of the Preliminary Offering Memorandum or the
Offering Memorandum or suspending any such qualification of the Notes and, if
any such order is issued, will use its reasonable best efforts to obtain as soon
as possible the withdrawal thereof.




(d)   Ongoing
Compliance of the Offering Memorandum. If at
any time prior to the completion of the initial offering of the Notes (as
notified by the Initial Purchasers to the Company) (i) any event shall occur or
condition shall exist as a result of which the Offering Memorandum as then
amended or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances existing when the Offering Memorandum
is delivered to a purchaser, not misleading or (ii) it is necessary to amend or
supplement the Offering Memorandum to comply with law, the Company will promptly
notify the Initial Purchasers thereof and forthwith prepare, at its own expense
and, subject to paragraph (b) above, furnish to the Initial Purchasers such
amendments or supplements to the Offering Memorandum as may be necessary so that
the statements in the Offering Memorandum as so amended or supplemented will
not, in the light of the circumstances existing when the Offering Memorandum is
delivered to a purchaser, be misleading or so that the Offering Memorandum will
comply with law.




(e)   Qualification
of the Notes. The
Company and each of the Guarantors will qualify the Notes for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the
Representative shall reasonably request and will continue such qualifications in
effect so long as required for the offering and resale of the Notes;
provided that
neither the Company nor any of the Guarantors shall be required to (i) qualify
as a foreign corporation or other entity or as a dealer in securities in any
such jurisdiction where it would not otherwise be required to so qualify, (ii)
file any general consent to service of process in any such jurisdiction or (iii)
subject itself to taxation in any such jurisdiction if it is not otherwise so
subject.







 






14















(f)   Clear
Market. During
the period from the date hereof through and including the date that is
90 days
after the date hereof, the Company and each of the Guarantors will not, without
the prior written consent of each Initial Purchaser, offer, sell, contract to
sell or otherwise dispose of any debt securities issued or guaranteed by the
Company or any of the Guarantors and having a tenor of more than one year (other
than the Notes).




(g)   Use
of Proceeds. The
Company will apply the net proceeds from the sale of the Notes as described in
the Offering Memorandum under the heading “Use of Proceeds”.




(h)   Supplying
Information. While
the Notes remain outstanding and are “restricted securities” within the meaning
of Rule 144(a)(3) under the Securities Act, the Company and each of the
Guarantors will, during any period in which the Company is not subject to and in
compliance with Section 13 or 15(d) of the Exchange Act and not exempt from
reporting under Rule 12g3-2(b) under the Exchange Act, furnish to holders of the
Notes and prospective purchasers of the Notes designated by such holders, upon
the request of such holders or such prospective purchasers, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act.




(i)    Euroclear
and Clearstream. The
Company will assist the Initial Purchasers in arranging for the Notes to be
eligible for clearance and settlement through Euroclear and Clearstream and to
maintain such eligibility for so long as the Notes remain
outstanding.




(j)    No
Resales by the Company. During
the period from the Closing Date until two years after the Closing Date, the
Company will not, and will not permit any of its affiliates (as defined in Rule
144 under the Securities Act) to, resell any of the Notes that have been
acquired by any of them, except for Notes purchased by the Company or any of its
affiliates and resold in a transaction registered under the Securities
Act.




(k)   No
Integration. Neither
the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation
D) will, directly or through any agent, sell, offer for sale, solicit offers to
buy or otherwise negotiate in respect of, any security (as defined in the
Securities Act), that is or will be integrated with the sale of the Notes in a
manner that would require registration of the Notes under the Securities
Act.




(l)    No
General Solicitation or Directed Selling Efforts. None of
the Company or any of its affiliates or any other person acting on their behalf
(other than the Initial Purchasers, as to which no covenant is given) will (i)
solicit offers for, or offer or sell, the Notes by means of any form of general
solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act or (ii) engage in any directed selling
efforts within the meaning of Regulation S, and all such persons will comply
with the offering restrictions requirement of Regulation S.




(m)   No
Stabilization. Neither
the Company nor any of its subsidiaries will take, directly or indirectly, any
action designed to or that could reasonably be expected to cause or result in
any stabilization or manipulation of the price of the Notes.




(n)   Exchange
Listing. The
Company will use its reasonable best efforts to list, subject to notice of
issuance, the Notes on the Exchange and to maintain such listing on the
Exchange, and to have the Notes admitted to trading on the Exchange as promptly
as practicable after the date hereof, and in any event prior to the date of the
first interest payment on the Notes. If the Notes cease to be listed on the
Exchange, the Company shall use its reasonable best efforts as soon as
practicable to list such Notes on a stock exchange to be agreed between the
Company and the Representative.







 






15















(o)   Taxes. The
Company and each of the Guarantors will, jointly and severally, indemnify and
hold harmless the Initial Purchasers against any documentary, stamp or similar
issuance tax, including any interest and penalties, in Bermuda or any other
jurisdiction, on the creation, issuance and sale of the Notes and on the initial
resale thereof by the Initial Purchasers and on the execution and delivery of
this Agreement.




(p)   Payments. The
Company further agrees that all amounts payable hereunder shall be paid in euro
and free and clear of, and without any deduction or withholding for or on
account of, any current or future taxes (other than income taxes), levies,
imposts, duties, charges or other deductions or withholdings levied in any
jurisdiction from or through which payment is made, unless such deduction or
withholding is required by applicable law, in which event the Company will pay
additional amounts so that the persons entitled to such payments will receive
the amount that such persons would otherwise have received but for such
deduction or withholding after allowing for any tax credit or other benefit each
such person receives by reason of such deduction or withholding.




(q)   Press
Releases. Prior to
the Closing Date and for a period of 40 days, subsequent to the Closing Date,
neither the Company nor any of the Guarantors will issue any press release or
other communication or hold any press conference (except for routine
communications in the ordinary course of business consistent with past practice)
with respect to the Company or any of its subsidiaries, the condition, financial
or otherwise, or the earnings, business affairs or business prospects of the
Company or any of its subsidiaries, without the prior consent of the Initial
Purchasers (such consent not to be unreasonably withheld and provided that if no
response is received from the Initial Purchasers within 24 hours of receipt by
the Initial Purchasers of such draft press release or other communication or
notice of a press conference, as the case may be, such consent will be deemed to
have been given), unless in the judgment of the Company and the Guarantors and
their counsel, and after notification to the Initial Purchasers, such press
release or communication is required by law or except as issued in accordance
with the Securities Act and the rules and regulations promulgated
thereunder.




(r)   Interim
Financial Statements. Prior
to Closing, the Company shall furnish to the Initial Purchasers any unaudited
interim financial statements, management accounts or similar information of the
Company or the Company’s group promptly after they have been prepared in final
form, for any periods subsequent to the periods covered by the financial
statements appearing in the Preliminary Offering Memorandum and the Offering
Memorandum.




(s)   Legends.
Each
certificate for a Note will bear a legend in “Transfer Restrictions” in the
Final Offering Memorandum for the time period and upon the other terms stated in
the Offering Memorandum. 




5.    Conditions
of Initial Purchasers’ Obligations. The
obligation of each Initial Purchaser to purchase Notes on the Closing Date as
provided herein is subject to the performance by the Company and each of the
Guarantors of their respective covenants and other obligations hereunder and to
the following additional conditions:




(a)   Delivery
and Accuracy of Offering Memorandum. The Final
Offering Memorandum (and any amendments or supplements thereto) will have been
printed and copies distributed to the Initial Purchasers as promptly as
practicable on or after the date of this Agreement or at such other date and
time as to which the Initial Purchasers may agree. 







 






16















(b)   Representations
and Warranties and Agreements. The
representations and warranties of the Company and the Guarantors contained
herein shall be true and correct on the date hereof and on and as of the Closing
Date; and the statements of the Company, the Guarantors and their respective
officers made in any certificates delivered pursuant to this Agreement shall be
true and correct on and as of the Closing Date; and the Company and each of the
Guarantors shall have complied with all agreements and all conditions to be
performed or satisfied on their part hereunder at or prior to the Closing Date.





(c)   No
Downgrade.
Subsequent to the execution and delivery of this Agreement, (i) no downgrading,
which shall include imposing a condition on the Company retaining any rating
assigned to the Company, shall have occurred in the rating accorded the Notes or
any other debt securities or preferred stock issued or guaranteed by the Company
or any of the Guarantors by Moody’s Investor Services, Inc. (“Moody’s”) or
Standard & Poors, a part of The McGraw-Hill Companies, Inc. (“S&P”) or
any other “internationally recognized statistical rating organization,” as such
term is defined by the Commission for purposes of Rule 436(g)(2) under the
Securities Act and (ii) no such organization shall have publicly announced that
it has under surveillance or review, or has changed its outlook with respect to,
its rating of the Notes or of any other debt securities or preferred stock
issued or guaranteed by the Company or any of the Guarantors (other than an
announcement with positive implications of a possible upgrading).




(d)   No
Material Adverse Change.
Subsequent to the execution and delivery of this Agreement, no event or
condition of a type described in Section 3(c) hereof shall have occurred or
shall exist, which event or condition is not described in the Offering
Memorandum (excluding any amendment or supplement thereto) and the effect of
which in the judgment of the Representative makes it impracticable or
inadvisable to proceed with the offering, sale or delivery of the Notes on the
terms and in the manner contemplated by this Agreement and the Offering
Memorandum.




(e)   Officer’s
Certificates. The
Representative shall have received on and as of the Closing Date a certificate
or certificates of an executive officer of the Company and of each Guarantor who
has specific knowledge of the financial matters of the Company or of such
Guarantor, as applicable, and is satisfactory to the Representative (i)
confirming that such officer has carefully reviewed the Offering Memorandum and,
to the best knowledge of such officer, the representation set forth in Section
3(a) hereof is true and correct, (ii) confirming that the other representations
and warranties of the Company and the Guarantors in this Agreement are true and
correct and that the Company and the Guarantors have complied with all
agreements and satisfied all conditions on their part to be performed or
satisfied hereunder at or prior to the Closing Date, (iii) to the effect set
forth in paragraphs (c) and (d) above and (iv) as to such other matters as the
Representative may reasonably request.




(f)   Comfort
Letters. On the
date of this Agreement and on the Closing Date, Deloitte & Touche LLP and
KPMG Ceska republika, s.r.o. shall have furnished to the Representative, at the
request of the Company, letters, dated the respective dates of delivery thereof
and addressed to the Initial Purchasers, in form and substance reasonably
satisfactory to the Representative, containing statements and information of the
type customarily included in accountants’ “comfort letters” to underwriters with
respect to the financial statements and certain financial information contained
in the Preliminary Offering Memorandum and the Offering Memorandum; provided that the
letter delivered on the Closing Date shall use a “cut-off” date no more than
three business days prior to the Closing Date. Such letters shall not contain
any statement purporting to limit the liability of Deloitte & Touche LLP and
KPMG Ceska republika, S.r.o. with
respect to such letters (other than the limitations contained in the drafts
agreed on April 29, 2005) or specify that any such liability must be adjudicated
by a court in the jurisdiction of Deloitte & Touche LLP and KPMG Ceska
republika, s.r.o. or, to
the extent that the laws of the jurisdiction of Deloitte & Touche LLP and
KPMG Ceska republika, S.r.o. provide
for any such limitation or forum for adjudication, such letters shall expressly
waive such provisions to the fullest extent permitted by applicable
law.







 






17















(g)   Opinions
of Counsel for the Company and the Guarantors. Each of
Katten Muchin Zavis Rosenman, U.S. counsel for the Company and the Guarantors,
Conyers Dill & Pearman, Bermuda counsel for the Company and the Guarantors,
Loyens & Loeff, The Netherlands counsel to the Company and the Guarantors,
Loyens & Loeff, The Netherlands Antilles counsel to the Company and the
Guarantors, and Daniel Penn, Esq., general counsel to the Company and the
Guarantors, shall have furnished to the Representative, at the request of the
Company, its written opinion, dated the Closing Date and addressed to the
Initial Purchasers, in form and substance reasonably satisfactory to the
Representative. Such opinions of counsel shall not contain any statement
purporting to limit the liability of such counsel with respect to such opinion
or specify that any such liability must be adjudicated by a court in the
jurisdiction of such counsel or, to the extent that the laws of the jurisdiction
of such counsel provide for any limitation or forum of adjudication, such
opinion shall expressly waive such provisions to the fullest extent permitted by
applicable law.




(h)   Opinion
of Counsel for the Initial Purchasers. The
Representative shall have received on and as of the Closing Date an opinion of
Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, and such
counsel shall have received such documents and information as they may
reasonably request to enable them to pass upon such matters.




(i)    Good
Standing. The
Representative shall have received on and as of the Closing Date satisfactory
evidence of, where applicable, the good standing of the Company and its
subsidiaries listed in Schedule 2 to this Agreement in their respective
jurisdictions of organization and, where applicable, their good standing in such
other jurisdictions as the Representative may reasonably request, in each case
in writing or any standard form of telecommunication, from the appropriate
governmental authorities of such jurisdictions.




(j)    No
Legal Impediment to Issuance. No
action shall have been taken and no statute, rule, regulation or order shall
have been enacted, adopted or issued by any national, regional, local or other
governmental or regulatory authority that would, as of the Closing Date, prevent
the issuance or sale of the Notes or the issuance of the Guarantees; and no
injunction or order of any supranational, national, regional, local or other
court shall have been issued that would, as of the Closing Date, prevent the
issuance or sale of the Notes or the issuance of the Guarantees.




(k)          
Euroclear
and Clearstream. The
Notes shall be eligible for clearance and settlement through Euroclear and
Clearstream.




(l)    Acquisition.
On the
Closing Date the Initial Purchasers shall have received confirmation from the
Company that the acquisition of the TV Nova Group has been consummated on the
terms and in all material respects as contemplated by the Framework Agreement.





(m)   Additional
Documents. On or
prior to the Closing Date, the Company and the Guarantors shall have furnished
to the Representative such further certificates and documents, including
secretary’s certificates of the Company and each of the Guarantors, as the
Representative may reasonably request in form and substance reasonably
satisfactory to the Representative.




(n)   Indenture. The
Indenture (in form and substance satisfactory to the Initial Purchasers) shall
have been duly executed and delivered by the Company, each of the Guarantors and
the Trustee on the Closing Date and shall be in full force and effect on such
date and the Notes shall have been duly executed and delivered by the Company
and each of the Guarantors and duly authenticated by the Trustee on the Closing
Date.







 






18















(o)   Transaction
Documents. On the
Closing Date, the Transaction Documents (in the form reasonably satisfactory to
the Initial Purchasers) shall have been duly and validly executed and delivered
by the Company, the Guarantors, the Trustee and the Security Agent.




(p)   Officer’s
Certificate of the Trustee. The
Trustee shall have furnished to the Initial Purchasers an officer’s certificate,
dated the Closing Date, in form and substance reasonably satisfactory to the
Initial Purchasers.




(q)   Officer’s
Certificate of the Security Trustee. The
Security Trustee shall have furnished to the Initial Purchasers an officer’s
certificate, dated the Closing Date, in form and substance reasonably
satisfactory to the Initial Purchasers. 




(r)   Security
Documents. The
Security Documents shall have been duly executed and delivered by the parties
thereto, the security interests created pursuant thereto shall be effective and
the Security Agent shall hold a valid and perfected first-priority security
interest in the Collateral securing the obligations of the Company and the
Guarantors, in each case, for the benefit of the Trustee and the benefit of
holders of the Notes on or prior to, and as of, the Closing Date.




(s)   Appointment
of Agents. The
Company shall have appointed the Trustee, or an agent satisfactory to the
Trustee, to act as registrar, transfer agent and principal paying agent under
the Indenture, and shall have appointed a Luxembourg paying agent and transfer
agent under the Indenture. The Company shall have appointed the Security Agent
to act as security agent under the Security Documents.




All
opinions, letters, certificates and evidence mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for
the Initial Purchasers.




6.    Indemnification
and Contribution.





(a)   Indemnification
of the Initial Purchasers. The
Company and each of the Guarantors jointly and severally agree to indemnify and
hold harmless each Initial Purchaser, its affiliates, directors and officers and
each person, if any, who controls such Initial Purchaser within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted, as such fees and expenses are
incurred), joint or several, that arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact contained in the
Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or
supplement thereto) or any omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to any Initial
Purchaser furnished to the Company in writing by such Initial Purchaser through
the Representative expressly for use therein (it being understood that the only
such information is that described in Section 6(b) hereof); provided, that
with respect to any such untrue statement or alleged untrue statement in or
omission or alleged omission from the Preliminary Offering Memorandum, the
indemnity agreement contained in this paragraph (a) shall not inure to the
benefit of any Initial Purchaser to the extent that the sale to the person
asserting any such loss, claim, damage or liability was an initial resale by
such Initial Purchaser and any such loss, claim, damage or liability of or with
respect to such Initial Purchaser results from the fact that both (i) a copy of
the Offering Memorandum was not sent or given to such person at or prior to the
written confirmation of the sale of such Notes to such person and (ii) the
untrue statement in or omission from such Preliminary Offering Memorandum was
corrected in the Offering Memorandum unless, in either case, such failure to
deliver the Offering Memorandum was a result of non-compliance by the Company or
any of the Guarantors with the provisions of Section 4(a) hereof.







 






19















(b)   Indemnification
of the Company and the Guarantors. Each
Initial Purchaser agrees, severally and not jointly, to indemnify and hold
harmless the Company, each of the Guarantors, their respective directors and
officers and each person, if any, who controls the Company or any of the
Guarantors within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph
(a) above, but only with respect to any losses, claims, damages or liabilities
that arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with any information relating to such Initial Purchaser furnished to the Company
in writing by such Initial Purchaser through the Representative expressly for
use in the Preliminary Offering Memorandum and the Offering Memorandum (or any
amendment or supplement thereto), it being understood and agreed that the only
such information consists of the sixth, eighth and eleventh paragraphs relating
to the Initial Purchasers under the heading “Plan of Distribution” in the
Offering Memorandum.




(c)   Notice
and Procedures. If any
suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person
in respect of which indemnification may be sought pursuant to either paragraph
(a) or (b) above, such person (the “Indemnified
Person”) shall
promptly notify the person against whom such indemnification may be sought (the
“Indemnifying
Person”) in
writing; provided that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under this Section 6 except to the extent that it has
been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided,
further, that
the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under this
Section 6. If any such proceeding shall be brought or asserted against an
Indemnified Person and it shall have notified the Indemnifying Person thereof,
the Indemnifying Person shall be entitled to participate in, and assume the
defense of, such proceeding with counsel reasonably satisfactory to the
Indemnified Person and shall pay the fees and expenses of such counsel related
to such proceeding, as incurred. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary, (ii) the Indemnifying Person has failed within a reasonable time to
retain counsel reasonably satisfactory to the Indemnified Person, (iii) the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those
available to the Indemnifying Person or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons and that all such
fees and expenses shall be reimbursed as they are incurred provided that the
Indemnifying Person shall be reimbursed for such fees and expenses if such
Indemnified Person is not found liable by final non-appealable judgment and the
Indemnified Person has actually received reimbursement for such fees and
expenses from a third party. Any such separate firm for any Initial Purchaser,
its affiliates, directors and officers and any control persons of such Initial
Purchaser shall be designated in writing by J.P. Morgan Securities Ltd. and any
such separate firm for the Company, the Guarantors and any control persons of
the Company and the Guarantors shall be designated in writing by the Company.
The Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its written consent. Notwithstanding the foregoing sentence, if
at any time an Indemnified Person shall have requested that an Indemnifying
Person reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by the Indemnifying
Person of such request and (ii) the Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is a party and
indemnification has been sought hereunder by such Indemnified Person, unless
such settlement (x) includes an unconditional release of such Indemnified
Person, in form and substance reasonably satisfactory to such Indemnified
Person, from all liability on claims that are the subject matter of such
proceeding and (y) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified
Person.







 






20















(d)   Contribution. If the
indemnification provided for in paragraphs (a) and (b) above is unavailable to
an Indemnified Person or insufficient in respect of any losses, claims, damages
or liabilities referred to therein, then each Indemnifying Person under such
paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors on the one hand and the Initial Purchasers on the other from the
offering of the Notes or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) but also the relative fault
of the Company and the Guarantors on the one hand and the Initial Purchasers on
the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Guarantors
on the one hand and the Initial Purchasers on the other shall be deemed to be in
the same respective proportions as the net proceeds (before deducting expenses)
received by the Company from the sale of the Notes and the total discounts and
commissions received by the Initial Purchasers in connection therewith, as
provided in this Agreement, bear to the aggregate offering price of the Notes.
The relative fault of the Company and the Guarantors on the one hand and the
Initial Purchasers on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or any Guarantor or by the Initial Purchasers and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.




(e)   Limitation
on Liability. The
Company, the Guarantors and the Initial Purchasers agree that it would not be
just and equitable if contribution pursuant to this Section 6 were determined by
pro
rata
allocation (even if the Initial Purchasers were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 6, in no event shall an Initial
Purchaser be required to contribute any amount in excess of the amount by which
the total discounts and commissions received by such Initial Purchaser with
respect to the offering of the Notes exceeds the amount of any damages that such
Initial Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations
to contribute pursuant to this Section 6 are several in proportion to their
respective purchase obligations hereunder and not joint.







 






21















(f)   Non-Exclusive
Remedies. The
remedies provided for in this Section 6 are not exclusive and shall not limit
any rights or remedies that may otherwise be available to any Indemnified Person
at law or in equity.




7.    Termination. This
Agreement may be terminated in the absolute discretion of the Representative, by
notice to the Company, if after the execution and delivery of this Agreement and
prior to the Closing Date (i) trading generally shall have been suspended or
materially limited on the New York Stock Exchange and the London Stock Exchange
or the over-the-counter market, (ii) trading of any securities issued or
guaranteed by the Company or any of the Guarantors shall have been suspended on
any exchange or in any over-the-counter market, (iii) a general moratorium on
commercial banking activities shall have been declared by U.S. Federal or New
York State authorities or by the competent governmental or regulatory
authorities in the United Kingdom, (iv) there shall have occurred any outbreak
or escalation of hostilities or acts of terrorism or any change in financial
markets or any calamity, crisis, or emergency either within or outside the
United States that, in the judgment of the Representative, is material and
adverse and makes it impracticable or inadvisable to proceed with the offering,
sale or delivery of the Notes on the terms and in the manner contemplated by
this Agreement and the Offering Memorandum or (v) exchange controls shall have
been imposed by the United States or the United Kingdom.




8.    Defaulting
Initial Purchaser.(c) If, on
the Closing Date, any Initial Purchaser defaults on its obligation to purchase
the Notes that it has agreed to purchase hereunder, the non-defaulting Initial
Purchasers may in their discretion arrange for the purchase of such Notes by
other persons satisfactory to the Company on the terms contained in this
Agreement. If, within 36 hours after any such default by any Initial Purchaser,
the non-defaulting Initial Purchasers do not arrange for the purchase of such
Notes, then the Company shall be entitled to a further period of 36 hours within
which to procure other persons satisfactory to the non-defaulting Initial
Purchasers to purchase such Notes on such terms. If other persons become
obligated or agree to purchase the Notes of a defaulting Initial Purchaser,
either the non-defaulting Initial Purchasers or the Company may postpone the
Closing Date for up to five full business days in order to effect any changes
that in the opinion of counsel for the Company or counsel for the Initial
Purchasers may be necessary in the Offering Memorandum or in any other document
or arrangement, and the Company agrees to promptly prepare any amendment or
supplement to the Offering Memorandum that effects any such changes. As used in
this Agreement, the term “Initial Purchaser” includes, for all purposes of this
Agreement unless the context otherwise requires, any person not listed in
Schedule 1 hereto that, pursuant to this Section 8, purchases Notes that a
defaulting Initial Purchaser agreed but failed to purchase.




(b)   If, after
giving effect to any arrangements for the purchase of the Notes of a defaulting
Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers
and the Company as provided in paragraph (a) above, the aggregate principal
amount of such Notes that remains unpurchased does not exceed one-eleventh of
the aggregate principal amount of all the Notes, then the Company shall have the
right to require each non-defaulting Initial Purchaser to purchase the principal
amount of Notes that such Initial Purchaser agreed to purchase hereunder plus
such Initial Purchaser's pro
rata share
(based on the principal amount of Notes that such Initial Purchaser agreed to
purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial
Purchasers for which such arrangements have not been made.







 






22















(c)   If, after
giving effect to any arrangements for the purchase of the Notes of a defaulting
Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers
and the Company as provided in paragraph (a) above, the aggregate principal
amount of such Notes that remains unpurchased exceeds one-eleventh of the
aggregate principal amount of all the Notes, or if the Company shall not
exercise the right described in paragraph (b) above, then this Agreement shall
terminate without liability on the part of the non-defaulting Initial
Purchasers. Any termination of this Agreement pursuant to this Section 8 shall
be without liability on the part of the Company or the Guarantors, except that
the Company and each of the Guarantors will continue to be liable for the
payment of expenses as set forth in Section 9 hereof and except that the
provisions of Section 6 hereof shall not terminate and shall remain in
effect.




(d)   Nothing
contained herein shall relieve a defaulting Initial Purchaser of any liability
it may have to the Company, the Guarantors or any non-defaulting Initial
Purchaser for damages caused by its default.




9.    Payment
of Expenses.
(d) Whether
or not the transactions contemplated by this Agreement are consummated or this
Agreement is terminated, the Company and each of the Guarantors jointly and
severally agree to pay or cause to be paid all costs and expenses (together with
any value added tax thereon) incidental to the performance of their respective
obligations hereunder, including without limitation, (i) the costs incidental to
the authorization, issuance, sale, preparation and delivery of the Notes and any
taxes payable in that connection; (ii) the costs incidental to the preparation
and printing of the Preliminary Offering Memorandum and the Offering Memorandum
(including any amendment or supplement thereto) and the distribution thereof;
(iii) the costs of reproducing and distributing each of the Transaction
Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ and
the Initial Purchasers’ respective legal counsel (provided that the Company
shall not pay or cause to be paid legal fees of counsel to Initial Purchasers in
excess of 900,000 Euro) and all external accountants; (v) the fees and expenses
incurred in connection with the registration or qualification and determination
of eligibility for investment of the Notes under the laws of such jurisdictions
as the Representative may designate and the preparation, printing and
distribution of a Blue Sky Memorandum (including the related fees and expenses
of counsel for the Initial Purchasers); (vi) any fees charged by rating agencies
for rating the Notes and all fees and expenses relating to the rating agency
process, including those incident to making presentations to the rating
agencies; (vii) the fees and expenses of the Trustee, the Security Agent and any
paying agent (including related fees and expenses of any counsel to such
parties); (viii) all expenses and application fees incurred in connection with
the application for the Notes’ eligibility for clearance and settlement through
Euroclear and Clearstream; (ix) all expenses incurred by the Company, the
Guarantors and the Initial Purchasers in connection with any “road show”
presentation to potential investors; (x) all expenses and application fees
related to the listing of the Notes on the Exchange; (xi) the costs of preparing
certificates evidencing the Notes; (xii) the fees and expenses of any Authorized
Agent (as defined in Section 13 hereof); (xiii) the costs and charges of any
transfer agent or registrar; (xiv) all stamp or other issuance or transfer taxes
or governmental duties, if any, payable by the Initial Purchasers in connection
with the offer and sale of the Notes to the Initial Purchasers and resales by
the Initial Purchasers to the purchasers thereof; (xv) all out-of-pocket costs
and expenses incurred by the Initial Purchasers in connection with this
Agreement and the transactions contemplated hereby (including reasonable fees
and other charges of professional advisors subject to the cap on legal fees set
out in Section 9(a)(iv)) not otherwise specifically provided for herein; and
(xvi) all other costs and expenses incident to the performance by the Company
and the Guarantors of their respective obligations under this Agreement and the
Transaction Documents, whether or not otherwise specifically provided for in
this Section.







 






23















(b)   If (i)
this Agreement is terminated pursuant to Section 7, (ii) the Company for any
reason fails to tender the Notes for delivery to the Initial Purchasers or (iii)
the Initial Purchasers decline to purchase the Notes for any reason permitted
under this Agreement, the Company and each of the Guarantors jointly and
severally agree to reimburse the Initial Purchasers for all out-of-pocket costs
and expenses (including the fees and expenses of their counsel) reasonably
incurred by the Initial Purchasers in connection with this Agreement and the
offering contemplated hereby.




10.   Persons
Entitled to Benefit of Agreement. This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and any controlling persons referred to herein,
and the affiliates, officers and directors of each Initial Purchaser referred to
in Section 6 hereof. Nothing in this Agreement is intended or shall be construed
to give any other person any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision contained herein. No purchaser of
Notes from any Initial Purchaser shall be deemed to be a successor merely by
reason of such purchase.




11.   Survival. The
respective indemnities, rights of contribution, representations, warranties and
agreements of the Company, the Guarantors and the Initial Purchasers contained
in this Agreement or made by or on behalf of the Company, the Guarantors or the
Initial Purchasers pursuant to this Agreement or any certificate delivered
pursuant hereto shall survive the delivery of and payment for the Notes and
shall remain in full force and effect, regardless of any termination of this
Agreement or any investigation made by or on behalf of the Company, the
Guarantors or the Initial Purchasers.




Certain
Defined Terms. For
purposes of this Agreement, (a) except where otherwise expressly provided, the
term “affiliate” has the
meaning set forth in Rule 405 under the Securities Act; (b) the term
“business
day” means a
day (other than a Saturday or a Sunday) on which banks are open for general
business in London and New York
that is also a day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer (“TARGET”)
payment system is open for the settlement of payments in euro; (c) the term
“Exchange
Act” means
the U.S. Securities Exchange Act of 1934, as amended; (d) the terms “subsidiary”
has the meaning set forth in Rule 405 under the Securities Act; and (e) the term
“significant
subsidiary” has the
meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.





12.   Miscellaneous.
(e) Authority
of the Representative. Any
action by the Initial Purchasers hereunder may be taken by the Representative on
behalf of the Initial Purchasers, and any such action taken by the
Representative shall be binding upon the Initial Purchasers. 




(b)   Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted and confirmed by any
standard form of telecommunication. Notices to the Initial Purchasers shall be
given to the Representative c/o J.P. Morgan Securities Ltd., 125 London Wall,
London EC2Y 5AJ (fax: +44 (0) 207 325 4126; Attention: Stephen
Eichenberger); with a copy to Simpson Thacher & Bartlett LLP, CityPoint, One
Ropemaker Street, London EC2Y 9HU, England (fax: +44 (0) 207 275 6502;
Attention: Walter Looney, Esq. Notices to the Company and the Guarantors shall
be given to them in care of CME Development Corporation, 8th Floor,
Aldwych House, 71-91 Aldwych, London WC2B 4HN, England, (fax: +44 (0) 207 430
5403); Attention: Daniel Penn, Esq.; with a copy to Katten Muchin Zavis
Rosenman, 575 Madison Avenue, New York, NY 10022, USA (fax: +1 212 940 8776);
Attention: Robert L. Kohl, Esq.







 






24















(c)   Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.




(d)   Submission
to Jurisdiction. The
Company and each of the Guarantors irrevocably submit to the non-exclusive
jurisdiction of any U.S. Federal or New York State court in the Borough of
Manhattan in the City, County and State of New York, United States of America,
in any legal suit, action or proceeding based on or arising under this Agreement
and agrees that all claims in respect of such suit or proceeding may be
determined in any such court. The Company and each of the Guarantors irrevocably
waive the defense of an inconvenient forum or objections to personal
jurisdiction with respect to the maintenance of such legal suit, action or
proceeding. To the extent permitted by law, the Company and each of the
Guarantors hereby waive any objections to the enforcement by any competent court
in Bermuda, the Netherlands and the Netherlands Antilles of any judgment validly
obtained in any such court in New York on the basis of any such legal suit,
action or proceeding. The Company and each of the Guarantors have appointed CT
Corporation System (the “Authorized
Agent”) as
their authorized agent upon whom process may be served in any such legal suit,
action or proceeding. Such appointment shall be irrevocable. The Authorized
Agent has agreed to act as said agent for service of process and the Company and
each of the Guarantors agree to take any and all action, including the filing of
any and all documents and instruments, that may be necessary to continue such
appointment in full force and effect as aforesaid. The Company and each of the
Guarantors further agree that service of process upon the Authorized Agent and
written notice of said service to the Company and the Guarantors shall be deemed
in every respect effective service of process upon the Company and the
Guarantors in any such legal suit, action or proceeding. Nothing herein shall
affect the right of any Initial Purchaser or any person controlling any Initial
Purchaser to serve process in any other manner permitted by law. The provisions
of this Section 13(d) are intended to be effective upon the execution of this
Agreement without any further action by the Company or any of the Guarantors and
the introduction of a true copy of this Agreement into evidence shall be
conclusive and final evidence as to such matters.




(e)   Waiver
of Immunity. To the
extent the Company or any of the Guarantors or any of their respective
properties, assets or revenues may have or may hereafter become entitled to, or
have attributed to it, any right of immunity, on the grounds of sovereignty or
otherwise, from any legal action, suit or proceeding, from the giving of any
relief in any such legal action, suit or proceeding, from set-off or
counterclaim, from the competent jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of
execution of judgment, or from execution of judgment, or other legal process or
proceeding for the giving of any relief or for the enforcement of any judgment,
in any competent jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter under or
arising out of or in connection with this Agreement, any of the Transaction
Documents or any of the transactions contemplated hereby or thereby, the Company
and each of the Guarantors hereby irrevocably and unconditionally waive, and
agree not to plead or claim, any such immunity and consent to such
relief and enforcement.




(f)   Currency. Any
payment on account of an amount that is payable to the Initial Purchasers in a
particular currency (the “Required
Currency”) that
is paid to or for the account of the Initial Purchasers in lawful currency of
any other jurisdiction (the “Other
Currency”),
whether as a result of any judgment or order or the enforcement thereof or the
liquidation of the Company or any Guarantor or for any other reason shall
constitute a discharge of the obligation of such obligor only to the extent of
the amount of the Required Currency which the recipient could purchase in the
New York or London foreign exchange markets with the amount of the Other
Currency in accordance with normal banking procedures at the rate of exchange
prevailing on the first day (other than a Saturday or Sunday) on which banks in
New York or London are generally open for business following receipt of the
payment first referred to above. If the amount of the Required Currency that
could be so purchased (net of all premiums and costs of exchange payable in
connection with the conversion) is less than the amount of the Required Currency
originally due to the recipient, then the Company and each of the Guarantors
shall jointly and severally indemnify and hold harmless the recipient from and
against all loss or damage arising out of or as a result of such deficiency.
This indemnity shall constitute an obligation separate and independent from the
other obligations of the Company and each of the Guarantors, shall give rise to
a separate and independent cause of action, shall apply irrespective of any
indulgence granted by any person owed such obligation from time to time and
shall continue in full force and effect notwithstanding any judgment or order
for a liquidated sum in respect of an amount due hereunder or any judgment or
order.







 






25















(g)   Counterparts. This
Agreement may be signed in counterparts (which may include counterparts
delivered by any standard form of telecommunication), each of which shall be an
original and all of which together shall constitute one and the same
instrument.




(h)   Amendments
or Waivers. No
amendment or waiver of any provision of this Agreement, nor any consent or
approval to any departure therefrom, shall in any event be effective unless the
same shall be in writing and signed by the parties hereto.




(i)    Headings. The
headings herein are included for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this
Agreement.







[Remainder
of page intentionally left blank]







 






26















If the
foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided
below.

 




	 	
      Very
      truly yours,

	 	 
	 	 
	 	
      Central
      European Media Enterprises Ltd.

	 	 
	 	 
	 	 
	 	
      By
      ____________________

	 	
      Title:
      

	 	 
	 	 
	 	
      Central
      European Media Enterprises N.V.

	 	 
	 	 
	 	
      By
      ____________________

	 	
      Title:
      

	 	 
	 	 
	 	
      CME
      Media Enterprises B.V.

	 	 
	 	 
	 	
      By
      ____________________

	 	
      Title:
      




 





 






27















	
      Accepted:
      April 29, 2005
	 
	 	 
	
      J.P.
      MORGAN SECURITIES LTD.
	 
	 	 
	 	 
	
      By:
      ___________________________
	 
	
      Authorized
      Signatory 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
      LEHMAN
      BROTHERS INTERNATIONAL (EUROPE)
	 
	 	 
	 	 
	 	 
	
      By:
      ___________________________
	 
	
      Authorized
      Signatory 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
      ING
      BANK N.V., LONDON BRANCH
	 
	 	 
	 	 
	
      By:
      ___________________________
	 
	
      Authorized
      Signatory 
	 
	 	 
	 	 
	 	 
	
      By:
      ___________________________
	 
	
      Authorized
      Signatory 
	 



 





 






28












 

Schedule
1 


	
       

      Initial
      Purchasers
	 	
       

      Principal
      Amount

	
      J.P.
      Morgan Securities Ltd.
	 	
      166,500,000
      Euro

	
      Lehman
      Brothers International (Europe) 
	 	
      129,500,000

	
      ING
      Bank N.V., London Branch
	 	
      74,000,000

	 	
      Total
	
      370,000,000
      Euro




 




 






29















Schedule
2




Subsidiaries
of the Company


	
      Company

       
	
      Jurisdiction
      of Organization

	
      Media
      Pro International S.A.
	
      Romania

	
      Media
      Vision S.R.L.
	
      Romania

	
      MPI
      Romania B.V.
	
      Netherlands

	
      Pro
      TV S.A.
	
      Romania

	
      Radio
      Pro S.R.L.
	
      Romania

	
      International
      Media Services Ltd.
	
      Bermuda

	
      Innova
      Film GmbH
	
      Germany

	
      Enterprise
      “Inter-Media”
	
      Ukraine

	
      TV
      Media Planet Ltd.
	
      Cyprus

	
      Broadcasting
      Company “Studio 1+1”
	
      Ukraine

	
      Slovenska
      Televizna Spolocnost s.r.o.
	
      Slovak
      Republic

	
      Markiza-Slovakia,
      Spol. S.r.o.
	
      Slovak
      Republic

	
      Gamatex
      s.r.o.
	
      Slovak
      Republic

	
      ADAM
      a.s.
	
      Slovak
      Republic

	
      MM
      TV 1 d.o.o.
	
      Slovenia

	
      Produkcija
      Plus d.o.o.
	
      Slovenia

	
      POP
      TV d.o.o.
	
      Slovenia

	
      Kanal
      A d.o.o.
	
      Slovenia

	
      MTC
      Holding d.o.o.
	
      Slovenia

	
      Nova
      TV d.d.
	
      Croatia

	
      Operativna
      Kompanija d.o.o.
	
      Croatia

	
      Media
      House d.o.o.
	
      Croatia

	
      CME
      Media Enterprises B.V.
	
      Netherlands

	
      CME
      Czech Republic B.V.
	
      Netherlands

	
      CME
      Czech Republic II B.V.
	
      Netherlands

	
      CME
      Germany B.V.
	
      Netherlands

	
      CME
      Hungary B.V.
	
      Netherlands

	
      CME
      Poland B.V.
	
      Netherlands

	
      CME
      Romania B.V.
	
      Netherlands

	
      CME
      Ukraine Holding GmbH
	
      Austria

	
      CME
      Cyprus Holding Ltd.
	
      Cyprus

	
      CME
      Germany GmbH
	
      Germany

	
      CME
      Development Corporation
	
      USA

	
      Central
      European Media Enterprises N.V.
	
      Netherlands
      Antilles

	
      Central
      European Media Enterprises II B.V.
	
      Netherlands
      Antilles




 




 






30















Annex
A




Restrictions
on Offers and Sales Outside the United States




In
connection with offers and sales of Notes outside the United States:





(a) Each
Initial Purchaser acknowledges that the Notes have not been registered under the
Securities Act and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons except pursuant to an exemption
from, or in transactions not subject to, the registration requirements of the
Securities Act.




(b) Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees
that:




(i)     
Such
Initial Purchaser has offered and sold the Notes, and will offer and sell the
Notes, (A) as part of their distribution at any time and (B) otherwise until 40
days after the later of the commencement of the offering of the Notes and the
Closing Date, only in accordance with Regulation S under the Securities Act
(“Regulation
S”) or
Rule 144A or any other available exemption from registration under the
Securities Act.




(ii)     None of
such Initial Purchaser or any of its affiliates or any other person acting on
its or their behalf has engaged or will engage in any directed selling efforts
with respect to the Notes, and all such persons have complied and will comply
with the offering restrictions requirement of Regulation S.




(iii)    At or
prior to the confirmation of sale of any Notes sold in reliance on Regulation S,
such Initial Purchaser will have sent to each distributor, dealer or other
person receiving a selling concession, fee or other remuneration that purchase
Notes from it during the distribution compliance period a confirmation or notice
to substantially the following effect:




“The
Notes covered hereby have not been registered under the U.S. Securities Act of
1933, as amended (the “Securities
Act”), and
may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (i) as part of their distribution at any time or (ii)
otherwise until 40 days after the later of the commencement of the offering of
the Notes and the date of original issuance of the Notes, except in accordance
with Regulation S or Rule 144A or any other available exemption from
registration under the Securities Act. Terms used above have the meanings given
to them by Regulation S.”




(iv)    Such
Initial Purchaser has not and will not enter into any contractual arrangement
with any distributor with respect to the distribution of the Notes, except with
its affiliates or with the prior written consent of the Company.




Terms
used in paragraph (a) and this paragraph (b) and not otherwise defined in this
Agreement have the meanings given to them by Regulation S. 




(c)   Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees
that:







 






31















(i)     
it has
not offered or sold and, prior to the date six months after the Closing Date,
will not offer or sell any Notes to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
United Kingdom Public Offers of Securities Regulations 1995 (as
amended);




(ii)     it has
only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of any Notes in circumstances in which Section
21(1) of the FSMA does not apply to the Company or the Guarantors;
and




(iii)    it has
complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Notes in, from or otherwise involving
the United Kingdom.




(d)   Each
Initial Purchaser acknowledges that no action has been or will be taken by the
Company that would permit a public offering of the Notes, or possession or
distribution of the Preliminary Offering Memorandum, the Offering Memorandum or
any other offering or publicity material relating to the Notes, in any country
or jurisdiction where action for that purpose is required.

 

32