Unassociated Document










EXECUTION
COPY

CONFIDENTIAL











CME
MEDIA ENTERPRISES B.V.















CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.















PPF
(CYPRUS) LTD.
















CME
MEDIA INVESTMENTS S.R.O.










and










PGT
CORPORATION S.R.O.









_________________________________________________

 



TV
NOVA GROUP AGREEMENT

 



_________________________________________________









2 May
2005










DEWEY
BALLANTINE

London

 























CONTENTS





	
      1
	
      Interpretation
	
      2

	 	 	 
	
      2
	
      Warranties
	
      7

	 	 	 
	
      3
	
      The
      Business
	
      8

	 	 	 
	
      4
	
      Corporate
      Governance of the TV Nova Business
	
      8

	 	 	 
	
      5
	
      CME
      Ltd
	
      12

	 	 	 
	
      6
	
      Minority
      Rights
	
      13

	 	 	 
	
      7
	
      Restructuring
      of the TV Nova Group
	
      14

	 	 	 
	
      8
	
      Business
      Plan for the TV Nova Group
	
      16

	 	 	 
	
      9
	
      Pre-Emption
      Rights
	
      16

	 	 	 
	
      10
	
      Transfer
      of Ownership Interests
	
      17

	 	 	 
	
      11
	
      Tag
      Along and Drag Along Rights
	
      20

	 	 	 
	
      12
	
      Put
      and Call
	
      21

	 	 	 
	
      13
	
      Termination
      and Consequences of Termination
	
      25

	 	 	 
	
      14
	
      Status
      of Agreement
	
      26

	 	 	 
	
      15
	
      Performance
      by the CME Parties
	
      27

	 	 	
       

	
      16
	
      Confidentiality
	
      27

	 	 	 
	
      17
	
      Entire
      Agreement
	
      28

	 	 	 
	
      18
	
      Assignments
	
      28

	 	 	 
	
      19
	
      Amendments
	
      28

	 	 	 
	
      20
	
      Variation
      and Waiver
	
      29


























 


	
      21
	
      Costs
	
      29

		 	 
	
      22
	
      No
      Partnership
	
      29

		 	 
	
      23
	
      Third
      Party Rights
	
      29

		 	 
	
      24
	
      Notices
	
      29

		 	 
	
      25
	
      Severance
	
      30

		 	 
	
      26
	
      Further
      Assurance
	
      30

		 	 
	
      27
	
      Counterparts
	
      30

		 	 
	
      28
	
      Governing
      Law and Jurisdiction
	
      30

		 	 
	
      29
	
      Dispute
      Resolution
	
      31

		 	 
	
      30
	
      Non-Business
      Days
	
      31

		 	 
	
      31
	
      Damages
      Inadequate
	
      31

		 	 
	
      SCHEDULE
      1 TV Nova Executive Committee
	
      33

		 	 
	
      SCHEDULE
      2 Procedural Rules for Executive Directors of Newco/Oldco
	
      35




 







-ii-















THIS
TV NOVA GROUP AGREEMENT (this
"Agreement") is
made by way of a deed on 2 May 2005

 



BETWEEN:

 




	
      (1)
	
      CME
      MEDIA ENTERPRISES B.V., a
      company organized under the laws of the Netherlands, and having its
      registered office at Birkstraat 89, 3768 HD Soest, the Netherlands
      ("CME
      ME");








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








	
      (3)
	
      PPF
      (CYPRUS) LTD., a
      company organized under the laws of the Republic of Cyprus with registered
      number HE 92433, and having its registered office at Arch. Makariou III,
      2-4, Capital Center, 9th Floor, PC 1505, Nicosia, Cyprus ("PPF");








	
      (4)
	
      CME
      MEDIA INVESTMENTS S.R.O., a
      limited liability company organized and
      existing under the laws of the Czech Republic, and registered in
      the
      Commercial Register maintained by the Municipal Court in Prague, section
      C, insert 106550, identification number 27235173, with its seat at Prague
      5, Krizeneckeho nam. 1078/5, 152 00 Czech Republic ("Newco"); and








	
      (5)
	
      PGT
      CORPORATION S.R.O. (pending
      the registration of the change of the corporate name to CME Media Services
      s.r.o.), a
      limited liability company organized and existing under the laws of the
      Czech Republic, and registered
      in the Commercial Register maintained by the Municipal Court in Prague,
      section C, insert 95420, identification
      number 27088944,
      with its seat at Prague 1, Klimentska 46, 110 02 Czech Republic, pending
      the registration of the change of its seat to Prague 5, Krizeneckeho nam.
      1078/5, 152 00 Czech Republic
      ("Oldco").







WHEREAS:





	
      (A)
	
      CME
      ME, CME Ltd. and PPF have entered into a Framework Agreement dated 13
      December 2004 pursuant to which CME ME has agreed to purchase from PPF 85%
      of the TV Nova Group (the "Framework
      Agreement").








	
      (B)
	
      In
      connection with such acquisition of the TV Nova Group, PPF has acquired a
      15% Newco Ownership Interest from CME Ltd and a 15% Oldco Ownership
      Interest from CME ME and CME Ltd has retained an 85% Newco Ownership
      Interest
      and CME ME has retained an 85% Oldco Ownership
Interest.








	
      (C)
	
      The
      Parties acknowledge that during the term of this Agreement CME Ltd may
      transfer its 85% Newco Ownership Interest to CME
ME.








	
      (D)
	
      Pursuant
      to the Framework Agreement, the Parties wish to enter into this Agreement
      to regulate the conduct of the TV Nova Group and Newco and
      Oldco.







IT IS
AGREED as follows:





























	
      1
	
      Interpretation








	
      1.1
	
      Capitalized
      terms not otherwise defined herein shall, unless the context requires
      otherwise, bear the meanings ascribed thereto in the Framework
      Agreement;




 


	
      "Acquisition
      Notice"
	
      has
      the meaning given in Clause 10.2.7;

	 	 
	
      "Antimonopoly
      Approval"
	
      means
      (i) a final and effective decision of the Antimonopoly Office or the
      Foreign Antimonopoly Office, approving the concentration of the Parties
      within the meaning of the applicable laws, as proposed in the proceeding
      before the Antimonopoly Office or the Foreign Antimonopoly Office, or (ii)
      a decision of the Antimonopoly Office or the Foreign Antimonopoly Office
      that the concentration of the Parties is not subject to the Antimonopoly
      Office’s nor the Foreign Antimonopoly Office’s approval, as the case may
      be;

	 	 
	
      "Board
      of Directors"
	
      means
      the board of directors of any entity;

	 	 
	
      "Business
      Plan"
	
      has
      the meaning given in Clause 8.1;

	 	 
	
      "Call"
	
      has
      the meaning given in Clause 12.2;

	 	 
	
      "Call
      Notice"
	
      has
      the meaning given in Clause 12.3.2;

	 	 
	
      "Call
      Price"
	
      means
      an amount in US$ equal to the value of:

	 	 
	 	
      (i)    25%
      of the TV Nova Value as at the Closing Commencement Date (determined
      pursuant to the Framework Agreement)

	 	 
	 	
      plus

	 	 
	 	
      (ii)   interest
      accrued at the rate of One-Month LIBOR plus 200 bps per annum on the
      amount set out in (i) above during the period commencing on the Closing
      Completion Date and ending on the Settlement Date

	 	 
	 	
      minus













-2-












 


	 	
      (iii) 
      the
      amount of any Distributions received by PPF from the TV Nova Group during
      the period commencing on the Closing Completion Date and ending on the
      Settlement Date,

	 	 
	 	
      subject
      to adjustment pursuant to Clause 12.6;

	 	 
	
      "CME
      Group Transfer"
	
      means
      a transfer by CME ME or CME Ltd of all or any part of its CME Nova
      Interest to one or more of its affiliates;

	 	 
	
      "CME
      Loan"
	
      means
      the Indebtedness of Oldco to CME ME created pursuant to the CME Loan
      Agreement;

	 	 
	
      "CME
      Loan Agreement"
	
      means
      a
      loan agreement dated as of the date hereof between CME ME and
      Oldco;

	 	 
	
      "CME
      ME Acquisition Notice"
	
      has
      the meaning given in Clause 10.3.5;

	 	 
	
      "CME
      Nova Interest"
	
      means
      CME ME's Oldco Ownership Interest and CME Ltd’s or CME ME’s (as the case
      may be) Newco Ownership Interest;

	 	 
	
      "Commercial
      Code"
	
      means
      the commercial code of the Czech Republic as is in force from time to
      time;

	 	 
	
      "Distributions"
	
      means
      any cash dividend to Newco or Oldco shareholders (pursuant to the
      Commercial Code) and any payments of principal or interest pursuant to the
      CME Loan Agreement;

	 	 
	
      "Drag
      Along Right"
	
      has
      the meaning given in Clause 11.2.1;

	 	 
	
      "Executive
      Directors"
	
      means
      in respect of any Czech limited liability company, the one or more
      executive directors which constitute its statutory
  organ;

	 	 
	
      "Exercise
      Notice"
	
      means
      a Put Notice or a Call Notice;

	 	 
	
      "Financial
      Year"
	
      means
      the financial year of the TV Nova Group, which shall be a 12 month period
      ending on December 31 of each year;













-3-












 


	
      "Galaxie
      Sport"
	
      means
      a
      limited liability company organized and existing under the laws of the
      Czech Republic, with a
      registered capital of CZK 105,000, that operates a sports television
      broadcasting business pursuant to the Galaxie Sport License;

	 	 
	
      "Galaxie
      Sport License"
	
      means
      license File No. Ru/72/02 granted by the Media Council on March 19, 2002
      and valid for a period of 12 years from March 28, 2002, under which
      Galaxie Sport operates the Czech television broadcasting station called
      "Galaxie sport";

	 	 
	
      "Independent
      Valuer"
	
      has
      the meaning given in Clause 12.4.1;

	 	 
	
      "Initial
      Business Plan"
	
      means
      the 2005 TV Nova Budget;

	 	 
	
      "Minority
      Rights"
	
      means
      PPF's right to approve the matters set out in Clause 6;

	 	 
	
      "New
      Capital"
	
      has
      the meaning given in Clause 9.1;

	 	 
	
      "Newco
      Ownership Interest"
	
      means
      an Ownership Interest in Newco;

	 	 
	
      "Objection
      Notice"
	
      has
      the meaning given in Clause 12.3.3;

	 	 
	
      "Oldco
      Ownership Interest"
	
      means
      an Ownership Interest in Oldco;

	 	 
	
      "One-Month
      LIBOR"
	
      means
      the
      interest rate determined by the British Bankers’ Association as the London
      Interbank Offered Rate for US$ for a one month period at or about 11 a.m.
      (London time) on the second London banking day of each month, as displayed
      on the relevant Bloomberg screen;

	 	 
	
      "Ownership
      Interests"
	
      means
      the shares, participation rights or other equity ownership interest of any
      corporate person (including the right to receive any Distributions from
      time to time in relation to such Ownership Interest), and any reference to
      an [Entity] Ownership Interest refers to the equity ownership of the
      relevant entity;

	 	 
	
      "PC
      Disposal Notice"
	
      means
      a notice delivered by CME ME to PPF following the delivery of an Exercise
      Notice, pursuant to which CME ME elects to sell 100% of the TV Nova Group
      to a third party;













-4-












 


	
      "PC
      Purchaser"
	
      has
      the meaning given in Clause 12.5.3(a);

	 	 
	
      "PPF
      Nova Interest"
	
      means
      PPF's Newco Ownership Interest and PPF's Oldco Ownership
      Interest;

	 	 
	
      "PPF
      Transfer Notice"
	
      has
      the meaning given in Clause 10.3.3;

	 	 
	
      "Pre-Emption
      Rights"
	
      has
      the meaning given in Clause 9.1;

	 	 
	
      "Proportionate
      Percentage"
	
      means
      at any time the percentage that is equal to such Party's [Entity]
      Ownership Interest as a percentage of the total issued and outstanding
      [Entity] Ownership Interest;

	 	 
	
      "Proposed
      Participation Price"
	
      means
      the proposed price for the subscription for and participation in New
      Capital as specified by Newco or Oldco (as appropriate) in the relevant
      decision of the general meeting;

	 	 
	
      "Purchaser"
	
      has
      the meaning given in Clause 10.2.6;

	 	 
	
      "Put"
	
      has
      the meaning given in Clause 12.1;

	 	 
	
      "Put
      Notice"
	
      has
      the meaning given in Clause 12.3.1;

	 	 
	
      "Put
      Price"
	
      means an
      amount in US$ equal to the lesser of the value of:

	 	 
	 	
      (i)  
      15%
      of the value of the TV Nova Group as determined on the date of exercise of
      the Put pursuant to Clause 12.4;
      or

	 	 
	 	
      (ii)  15%
      of the TV Nova Value as at the Closing Commencement Date (determined
      pursuant to the Framework Agreement),

	 	 
	 	
      subject
      to adjustment pursuant to Clause 12.6;

	 	 
	
      "Settlement
      Date"
	
      has
      the meaning given in Clause 12.5.4;

	 	 
	
      "Supervisory
      Board"
	
      means
      the supervisory board of a limited liability company or joint stock
      company;













-5-











 



	
      "Tag
      Along Notice"
	
      has
      the meaning given in Clause 11.1.2;

	 	 
	
      "Transaction
      Memorandum"
	
      means
      the agreement of even date herewith between CME ME and PPF setting out a
      detailed description of the steps required to give effect to the
      acquisition of the TV Nova Group by CME ME and CME Ltd;

	 	 
	
      "Tag
      Along Right"
	
      has
      the meaning given in Clause 11.1.1;

	 	 
	
      "Transfer
      Notice"
	
      has
      the meaning given in Clause 10.2.5;

	 	 
	
      "TV
      Nova Executive Committee"
	
      has
      the meaning in Clause 4.2;

	 	 
	
      "Voting
      Rights"
	
      means
      the voting rights of a Party in Newco or Oldco and/or any of the companies
      in the TV Nova Group and/or such Party's subsidiaries and/or other
      entities over which it exercises management control (as
      appropriate).








	
      1.2
	
      Interpretation






 

In
construing this Agreement, unless otherwise specified:



 


	 	
      (a)
	
      references
      to Clauses and Schedules are to clauses of, and schedules to, this
      Agreement;






 


	 	
      (b)
	
      references
      to a "person" shall be construed so as to include any physical or legal
      person, firm, company or other body corporate, government, state or agency
      of a state, local or municipal authority or government body or any joint
      venture, association or partnership (whether or not having separate legal
      personality);






 


	 	
      (c)
	
      reference
      to an "affiliate" of any person shall mean any "subsidiary" of that person
      or a "holding company" of that person or any other subsidiary of that
      holding company, as "subsidiary" and "holding company" are defined in
      Section 736 of the Companies Act 1985, provided that notwithstanding such
      definition, each member of the PPF Group shall be deemed an affiliate of
      PPF for purposes of the Transaction
Documents;








	 	
      (d)
	
      a
      reference to any law, regulation, statute or statutory provision shall be
      construed as a reference to the same as it may have been, or may from time
      to time be, amended, modified or
re-enacted;






 


	 	
      (e)
	
      any
      reference to a "day" (including within the phrase "Business Day") shall
      mean a period of 24 hours running from midnight to midnight (except for
      the days of time change lasting 25 or 23 hours which days shall be 25 or
      23 hours respectively);















-6-


















	 	
      (f)
	
      references
      to time are to Central European Time;






 


	 	
      (g)
	
      a
      reference to any other document referred to in this Agreement is a
      reference to that other document as amended, varied, novated or
      supplemented (other than in breach of the provisions of this Agreement) at
      any time;






 


	 	
      (h)
	
      headings,
      recitals and titles are for convenience only and do not affect the
      interpretation of this Agreement;






 


	 	
      (i)
	
      general
      words shall not be given a restrictive meaning by reason of the fact that
      they are followed by particular examples intended to be embraced by the
      general words;






 


	
       
	
      (j)
	
      references
      to a "Party", or the "Parties" shall be to CME ME, CME Ltd, PPF, Newco and
      Oldco and shall be construed as to include each of their respective legal
      successors and permitted assignees;








	 	
      (k)
	
      "control"
      means the power to direct the management and policies of the entity
      whether through the ownership of share capital, by contract or otherwise;
      and








	 	
      (l)
	
      "acting
      in concert" means acting together pursuant to an agreement or
      understanding (whether formal or informal) or to be deemed to be acting in
      concert under applicable law.






 


	
      2
	
      Warranties







Each of
the Parties warrants to each other Party that:





	 	
      (a)
	
      it
      has full power, authority and right to enter into and carry out its
      obligations hereunder;








	 	
      (b)
	
      this
      Agreement constitutes the valid and legally binding obligations of it;
      and








	 	
      (c)
	
      the
      entry into and performance by it of, and the completion of the
      transactions contemplated by, this Agreement do not and will not conflict
      with:








	 	
      (i)
	
      any
      law or regulation or judicial or other
order,








	 	
      (ii)
	
      its
      constitutional documents; or








	 	
      (iii)
	
      any
      document which is binding on it or on any of its
assets;








	 	
      (d)
	
      entry
      into this Agreement and the performance of the obligations contained
      herein will not require the consent or approval of any third persons;
      and













-7-












 


	 	
      (e)
	
      it
      is neither insolvent or unable to pay its debts as they fall due (as such
      expression is defined in sub-sections 1(a) to (d) (inclusive) and
      sub-section (2) of section 123 of the Insolvency Act
  1986).








	
      2.2
	
      Each
      of the warranties set out above are deemed to be repeated by CME ME, CME
      Ltd and PPF upon the exercise of the Put, the Call, the Drag Along Right
      or the Tag Along Right.








	
      2.3
	
      Each
      of the warranties set out above, each time they are made by CME ME, CME
      Ltd or PPF, are "Warranties"
      for the purposes of the Framework
Agreement.






 


	
      3
	
      The
      Business






 


	
      3.1
	
      The
      business of Newco and Oldco is to operate the TV Nova
      Business.








	
      3.2
	
      Each
      Party shall use its reasonable endeavors to promote and develop the TV
      Nova Business to the best advantage of the TV Nova
    Business.








	
      3.3
	
      CME
      ME undertakes to ensure that both Newco and Oldco are single purpose
      vehicles that shall not engage in any business other than as set out in
      Clause 3.1
      above.






 


	
      4
	
      Corporate
      Governance of the TV Nova Business








	
      4.1
	
      General
      Principles








	 	
      4.1.1
	
      CME
      ME, CME Ltd and PPF shall be entitled to representation on the governing
      bodies of Newco, Oldco and the companies in the TV Nova Group as set forth
      in more detail in Clauses 4.3 to
      4.8
      below. For as long as CME Ltd holds any Newco Ownership Interest, such
      interest shall be represented by the representatives appointed by CME ME
      under this Clause 4.






 


	 	
      4.1.2
	
      The
      general principle for allocation of representation on the governing bodies
      of Newco, Oldco and the companies in the TV Nova Group, subject to Clause
      4.8
      and Clause 4.6.2,
      is that CME ME shall be entitled to the majority representation on each
      governing body and PPF shall be entitled to at least one representative on
      each governing body, but not more than one-third of the representation on
      any such governing body or in relation to any
entity.








	 	
      4.1.3
	
      The
      Parties shall exercise all of their respective Voting Rights and powers to
      procure, or as appropriate procure that Newco, Oldco and / or the relevant
      company in the TV Nova Group procures, the matters set out in this Clause
      4.








	 	
      4.1.4
	
      CME
      ME and PPF shall ensure that their respective nominees shall have
      professional experience and qualifications appropriate for their positions
      in Newco, Oldco or the TV Nova Group.













-8-












 


	 	
      4.1.5
	
      CME
      ME and PPF may at any time replace any of their respective nominees
      appointed pursuant to this Clause 4
      and the Parties shall exercise their respective Voting Rights and powers
      to procure that any nominees who are being replaced are removed from and
      the replacement nominees are appointed as Executive Directors (or to the
      Boards of Directors if appropriate) or to the Supervisory Board, as the
      case may be, of the relevant entity as soon as is
    practicable.








	 	
      4.1.6
	
      CME
      ME shall procure that any CME ME appointees shall resign immediately upon
      CME ME ceasing to have any CME Nova Interest. PPF shall procure that any
      PPF appointees shall resign immediately upon PPF ceasing to have any PPF
      Nova Interest.








	 	
      4.1.7
	
      None
      of the Executive Directors (or members of the Boards of Directors if
      appropriate) or members of the Supervisory Board of Newco, Oldco or any
      other TV Nova Group company shall be remunerated for his time spent on
      Newco, Oldco or TV Nova Group business, save for reasonable out-of-pocket
      expenses incurred wholly for the purpose of acting as a director or
      supervisory board member of Newco, Oldco or another TV Nova Group company,
      except as may otherwise be agreed by CME ME and PPF with respect to any
      directors of CET 21, CP 2000 and MAG MEDIA that also provide full-time
      management for such companies.








	 	
      4.1.8
	
      Meetings
      of the Executive Directors (or the Boards of Directors if appropriate) or
      the Supervisory Boards of each of Newco, Oldco and the TV Nova Group
      companies set forth in Clauses 4.3 to
      4.7
      shall be held at least quarterly and shall, unless all directors or, as
      the case may be, supervisory board members consent otherwise, be convened
      on not less than five Business Days’ notice accompanied by an agenda and,
      to the extent practical, any supporting
documentation.








	 	
      4.1.9
	
      Except
      as provided in the procedural rules for the Executive Directors of Newco
      and Oldco in Schedule 2 hereto, the quorum for a meeting of the Executive
      Directors (or the Board of Directors if appropriate) or the Supervisory
      Boards of each of Newco, Oldco and the TV Nova Group companies set forth
      in Clauses 4.3 to
      4.7
      shall be 2 directors or, as the case may be, supervisory board members,
      being at least 1 CME ME appointed director or supervisory board member and
      1 PPF appointed director or supervisory board
member.








	 	
      4.1.10
	
      Except
      as provided in Clause 6,
      or as required pursuant to applicable law, all decisions of the Executive
      Directors (or the Board of Directors if appropriate) or Supervisory Boards
      of each of Newco, Oldco and the TV Nova Group companies shall be taken by
      simple majority vote.








	 	
      4.1.11
	
      Procedural
      rules for the Executive Directors of Newco and Oldco are set forth in
      detail in Schedule 2 hereto. CME ME and PPF shall procure that their
      respective Executive Directors shall conduct their activities in
      accordance with such rules.






 







-9-












 


	
      4.2
	
      TV
      Nova Executive
      Committee







As soon
as practicable after the date hereof CME ME and PPF shall form and operate a
committee of the shareholders of the TV Nova Group in accordance with the
provisions set out in Schedule 1 for the purposes of coordinating the affairs of
the TV Nova Group (the "TV
Nova Executive Committee").

 




	
      4.3
	
      Newco








	 	
      (a)
	
      Newco
      shall have 3 Executive Directors.








	 	
      (b)
	
      CME
      ME shall have the right to nominate in writing and be represented by 2 of
      Newco's Executive Directors.








	 	
      (c)
	
      PPF
      shall have the right to nominate in writing and be represented by 1 of
      Newco's Executive Directors.








	 	
      (d)
	
      The
      Parties shall procure that CME ME's and PPF's respective nominees are
      promptly appointed as Executive Directors of
Newco.








	
      4.4
	
      Oldco








	 	
      (a)
	
      Oldco
      shall have 3 Executive Directors.








	 	
      (b)
	
      CME
      ME shall have the right to nominate in writing and be represented by 2 of
      Oldco's Executive Directors.








	 	
      (c)
	
      PPF
      shall have the right to nominate in writing and be represented by 1 of
      Oldco's Executive Directors.








	 	
      (d)
	
      The
      Parties shall procure that CME ME's and PPF's respective nominees are
      promptly appointed as Executive Directors of
Oldco.








	
      4.5
	
      Vilja








	 	
      4.5.1
	
      Board
      of Directors




 



	 	
      (a)
	
      The
      Board of Directors of Vilja shall consist of 3
  directors.








	 	
      (b)
	
      CME
      ME shall have the right to nominate in writing and be represented by 2
      directors on Vilja's Board of Directors.








	 	
      (c)
	
      PPF
      shall have the right to nominate in writing and be represented by 1
      director on Vilja's Board of Directors.




 




	 	
      (d)
	
      CME
      ME and PPF shall procure that CME ME's and PPF's respective nominees are
      promptly appointed to Vilja's Board of
Directors.




 





	 	
      4.5.2
	
      Supervisory
      Board




 



	 	
      (a)
	
      The
      Supervisory Board of Vilja shall consist of 3
members.











-10-














	 	
      (b)
	
      CME
      ME shall have the right to nominate in writing and be represented by at
      least 2 members of Vilja's Supervisory
Board.








	 	
      (c)
	
      PPF
      shall have the right to nominate in writing and be represented by 1 member
      of Vilja's Supervisory Board.








	 	
      (d)
	
      The
      Parties shall procure that CME ME's and PPF's respective nominees are
      promptly appointed to Vilja’s Supervisory
Board.




 



	
      4.6
	
      CP
      2000








	 	
      4.6.1
	
      Board
      of Directors




 



	 	
      (a)
	
      The
      Board of Directors of CP 2000 shall consist of 3
  directors.








	 	
      (b)
	
      CME
      ME shall have the right to nominate in writing and be represented by 2
      directors on CP 2000's Board of Directors.








	 	
      (c)
	
      PPF
      shall have the right to nominate in writing and be represented by 1
      director on CP 2000's Board of Directors.








	 	
      (d)
	
      The
      Parties shall procure that CME ME's and PPF's respective nominees are
      promptly appointed to CP 2000's Board of
Directors.




 







	 	
      4.6.2
	
      Supervisory
      Board








	 	
      (a)
	
      The
      Supervisory Board of CP 2000 shall consist of at least 3
      members.








	 	
      (b)
	
      CME
      ME shall have the right to nominate in writing and be represented by at
      least 2 members of CP 2000's Supervisory
Board.








	 	
      (c)
	
      The
      third member of the Supervisory Board shall be elected by the employees of
      CP 2000 in accordance with the Commercial
Code.








	 	
      (d)
	
      The
      Parties shall procure that CME ME's nominees are promptly appointed to CP
      2000's Supervisory Board.






 


	
      4.7
	
      CET
      21








	 	
      4.7.1
	
      Executive
      Directors




 



	 	
      (a)
	
      CET
      21 shall have 3 Executive Directors.








	 	
      (b)
	
      CME
      ME shall have the right to nominate in writing and be represented by at
      least 2 of CET 21's Executive Directors.








	 	
      (c)
	
      PPF
      shall have the right to nominate in writing and be represented by 1 of CET
      21's Executive Directors.








	 	
      (d)
	
      The
      Parties shall procure that CME ME's and PPF's respective nominees are
      promptly appointed as Executive Directors of CET
21.




 





	 	
      4.7.2
	
      Chief
      Executive Officer













-11-















The
initial Chief Executive Officer of CET 21 shall be Petr Dvorak. Subject to
termination for cause, the initial term of appointment shall be one year from
the date of this Agreement.

 




	
      4.8
	
      Other
      TV Nova Group Companies







CME ME
shall have the right to appoint the governing bodies of all other companies in
the TV Nova Group not specified in Clauses 4.3 to
4.7,
provided however that if any other companies are established as part of the TV
Nova Group which are as material to the TV Nova Business as any of the companies
listed in Clauses 4.3 to
4.7, the
provisions of Clause 4.1.2 shall
apply to such companies.

 




	
      5
	
      CME
      Ltd








	
      5.1
	
      If,
      at any time after the Closing Completion Date, PPF delivers to CME ME a
      notice requesting the appointment of Petr Kellner to CME Ltd's Board of
      Directors, together with a duly completed CME Director Questionnaire which
      is acceptable to CME Ltd, CME ME shall procure that Petr Kellner is
      appointed to CME Ltd's Board of Directors as a non-executive director with
      the same rights as other non-executive directors on the CME Ltd Board of
      Directors, with no obligations to CME Ltd other than those (a) imposed by
      the laws of the United States of America and Bermuda and (b) specifically
      agreed in writing by Petr Kellner and CME Ltd. PPF acknowledges that it
      shall only be entitled to make one request to CME Ltd with respect to Petr
      Kellner's appointment, provided however that in the event that Petr
      Kellner does not qualify as an independent director under the NASDAQ
      Marketplace Rules, such request and appointment may be deferred until such
      time as CME Ltd is able to accept another non-independent director in
      compliance with the relevant composition requirements for a Board of
      Directors under the NASDAQ Marketplace
Rules.








	
      5.2
	
      During
      the period following the Closing Commencement Date, but prior to any
      appointment of Petr Kellner to the Board of Directors of CME Ltd or in the
      period after Petr Kellner has resigned such appointment, CME ME shall
      procure that Petr Kellner shall have the right to, or to have his designee
      (provided that such designee shall not be involved in the management of
      the TV Nova Business), attend any or all meetings of CME Ltd's Board of
      Directors and its audit committee as an observer (except to the extent
      that such attendance is prohibited by law, advised against by any counsel
      of CME Ltd, or objected to by any member of the Board of Directors of CME
      Ltd on the grounds that it is inconsistent with such director's ability to
      exercise his fiduciary duties).






 


	
      5.3
	
      The
      right of appointment to or to attend meetings of the Board of Directors of
      CME Ltd shall terminate upon the date on which PPF (together with its
      affiliates) own in aggregate less than 5% of the outstanding CME Shares,
      unless the Board of Directors of CME Ltd (excluding the vote of Petr
      Kellner) elects to extend such right for a longer period of
      time.





 






-12-












 



	
      6
	
      Minority
      Rights




 



	
      6.1
	
      CME
      ME, CME Ltd and PPF have agreed that PPF shall be entitled to have and to
      exercise certain minority rights with respect to the PPF
      Nova Interest
      and its indirect interest in the TV Nova Group, as set forth in Clauses
      6.2
      and 6.3
      below.






 


	
      6.2
	
      Newco
      and Oldco each undertakes that it shall not, and CME ME, CME Ltd and PPF
      shall procure by the exercise of their Voting Rights that each of Newco
      and Oldco shall not, without the prior written consent of PPF, except in
      connection with the Transaction Memorandum:








	 	
      (a)
	
      vary
      in any respect its memorandum or articles of association or the rights
      attaching to any of its Ownership Interests or waive any provision in any
      of the same or adopt or pass any resolutions inconsistent with the same or
      this Agreement;






 


	 	
      (b)
	
      pass
      any resolution for its winding up or present any petition for its
      administration (or equivalent procedure according to the laws of any
      relevant jurisdiction);






 


	 	
      (c)
	
      amalgamate
      or merge with any other company or business
undertaking;




 



	 	
      (d)
	
      demerge,
      reorganize or divide into different entities or otherwise change its legal
      form;




 







	 	
      (e)
	
      increase
      the amount of its authorized or issued share capital, issue shares or
      grant any option or other interest (in the form of convertible securities
      or in any other form) over or in its share capital or allow any of its
      share capital to be subscribed for if payment therefor is non-monetary or
      in the form of an in-kind contribution;






 



	 	
      (f)
	
      decrease
      or effect any repurchase of shares or reduction or cancellation of the
      amount of its authorized or issued share capital or purchase or redeem any
      of its own shares;








	 	
      (g)
	
      effect
      any reorganization of its share capital other than as set out in
      (e)
      and (f)
      above;








	 	
      (h)
	
      set-off
      any of its monetary receivables against receivables related to the
      repayment of investment into its registered
capital;








	 	
      (i)
	
      enter
      into any control agreement, transfer of profit agreement, silent
      partnership agreement or agreement or arrangements (whether or not
      recorded in writing) effecting a substantially similar purpose or amend
      any such agreement;








	 	
      (j)
	
      transfer
      or otherwise dispose of any substantial part of its assets to any of its
      shareholders pursuant to the procedure analogous to a squeeze-out as set
      out in §220(p)
      of the Commercial Code;




 








-13-












 



	 	
      (k)
	
      enter
      into any arrangement, contract or transaction with any related party other
      than on arm's length terms;




 



	 	
      (l)
	
      in
      any single transaction or series of related transactions over a period of
      12 months or less, (1) purchase or otherwise acquire, or make any
      investments in, any assets or any interests therein outside the Television
      Business in the Czech Republic, (2) sell, transfer or otherwise dispose of
      any investments in any assets or any interests therein outside the
      Television Business in the Czech Republic, or (3) sell, transfer or
      otherwise dispose of any assets or any interests therein of the TV Nova
      Group, in each case where such acquisition, disposal or investment has a
      value greater than 20% of the asset value of the TV Nova Group;
      or






 



	 	
      (m)
	
      incur
      any Indebtedness in connection with any acquisition, disposal or
      investment pursuant to (l)
      above.




 





	
      6.3
	
      CME
      ME, CME Ltd and PPF undertake and shall procure by the exercise of their
      Voting Rights that the foregoing minority rights of PPF shall apply to
      each of the companies in the TV Nova Group.






 


	
      7
	
      Restructuring
      of the TV Nova Group








	
      7.1
	
      The
      Parties agree that the TV Nova Group shall be restructured in accordance
      with the Transaction Memorandum.








	
      7.2
	
      CME
      ME, CME Ltd and PPF each undertake to use its best endeavors (including
      the exercise of its Voting Rights) to support and facilitate the
      achievement of the restructuring of the TV Nova Group pursuant to the
      Transaction Memorandum (including any alteration to the corporate form of
      Newco or Oldco (as appropriate)) and shall procure that their affiliates
      support and facilitate such restructuring.






 


	
      7.3
	
      PPF
      undertakes to use its best endeavors to procure that, if possible, all of
      the personnel of AQS designated by CME ME become employees of CET 21 as
      soon as practicable.






 


	
      7.4
	
      PPF
      undertakes to procure (including by the exercise of its Voting Rights)
      that upon approval of the Media Council of the transfer by CEDC of its
      1.25% Ownership Interest to PPF, such 1.25% CET 21 Ownership Interest is
      transferred by PPF to Vilja immediately upon receipt of the approval of
      the Media Council for such transfer. For the period commencing on the date
      hereof and up to and including the date upon which the 1.25% CET 21
      Ownership Interest is fully and irrevocably transferred to Vilja, PPF
      shall pay to CME ME an amount equal to 85% of the distributions received
      by CEDC on behalf of PPF or directly by PPF (as the case may be) from the
      1.25% CET 21 Ownership Interest, within 5 Business Days of receipt by CEDC
      or PPF of such distribution.




 


	
      7.5
	
      CME
      ME and PPF acknowledge that the acquisition of Galaxie Sport, the holder
      of the Galaxie Sport License, is in their joint interest. After the
      Closing Completion Date, CME ME shall undertake a due diligence review of
      Galaxie Sport. If CME ME’s review and evaluation of the acquisition of
      Galaxie Sport gives CME ME reasonable satisfaction regarding the legal and
      financial condition of Galaxie Sport, then following such review and
      evaluation, CME ME and PPF shall cause CP 2000 or another entity in the TV
      Nova Group to prepare and submit requests for Antimonopoly Approval and
      notice to the Media Council for the acquisition of a 100% Ownership
      Interest in Galaxie Sport. PPF undertakes to procure that upon receipt by
      the TV Nova Group of Antimonopoly Approval and proper notice to the Media
      Council for the acquisition of Galaxie Sport, a 100% Ownership Interest in
      Galaxie Sport, which
      represents the portion of the votes in the General Meeting equal to 100%,
      will
      be transferred on arm’s length terms to CP 2000 or another entity in the
      TV Nova Group, free
      from all liens, charges, equities, encumbrances, pre-emption rights,
      rights of first refusal and other rights exercisable by third parties;
      provided, however, that the purchase price payable by CP 2000 (or any
      other entity in the TV Nova Group) shall not be more than CZK 120,000,000
      on a debt-free basis, and provided further that if CME ME has not
      finalized its due diligence review of Galaxie Sport and confirmed to PPF
      that it desires to have the TV Nova Group acquire Galaxie Sport by
      November 30, 2005, PPF shall not be obligated to procure the acquisition
      and transfer of the 100% Galaxie Sport Ownership Interest.
      The transfer agreements for the Galaxie Sport Ownership Interest shall
      include appropriate warranties and undertakings by the transferors
      comparable to the warranties and relevant undertakings in the Framework
      Agreement, and other customary conditions and terms. CME
      ME undertakes to cause CP 2000 (or such other entity in the TV Nova Group
      that has been designated as the intended purchaser of Galaxie Sport) to
      negotiate and agree the terms of the transfer agreement within 30 days
      after PPF informs CME ME that it has reached a preliminary agreement with
      the sellers as to the purchase price for the 100% Galaxie Sport Ownership
      Interest within the limits specified above.
      In consideration of such transfer, CME ME shall pay to PPF, upon
      completion of such transfer, an amount equal to 25% of the purchase price
      paid by CP 2000 (or another entity in the TV Nova Group) for the 100%
      Ownership Interest in Galaxie Sport.













-14-












 


	
      7.6
	
      PPF
      undertakes that for the purposes of Clause 6
      (Minority
      Rights)
      it shall consent to:








	 	
      (a)
	
      any
      merger or amalgamation of CP 2000 and any of CP 2000’s direct or indirect
      subsidiaries with Oldco,








	 	
      (b)
	
      any
      acquisition by Oldco of all of the assets of CP 2000 or all of the assets
      of any of CP 2000’s direct or indirect
subsidiaries,








	 	
      (c)
	
      the
      conversion of Newco and/or Oldco (as appropriate) from a Czech joint stock
      company to a Czech limited liability company or vice
  versa,








	 	
      (d)
	
      the
      merger of Oldco and Newco,








	 	
      (e)
	
      the
      matters set out in Clauses 7.3 to
      7.5
      above; and













-15-
















	 	
      (f)
	
      the
      matters set out in the Transaction Memorandum including an increase in the
      registered share capital by Newco as contemplated
  therein.








	
      7.7
	
      Notwithstanding
      any other provision of this Agreement or the Transaction Memorandum,
      completion of the matters set out in the Transaction Memorandum including
      an increase in the registered share capital of Newco as contemplated
      therein shall not affect the Parties' proportionate Ownership Interests in
      Newco and Oldco as at the date of this Agreement, which are described in
      Recital (B).






 


	
      8
	
      Business
      Plan
      for the TV Nova Group






 


	
      8.1
	
      CME
      ME, CME Ltd and PPF shall exercise their respective Voting Rights to
      procure that prior to the end of each Financial Year, the Executive
      Directors of Newco and Oldco shall prepare and approve a business plan for
      the TV Nova Group for the next Financial Year (the "Business
      Plan"),
      which shall include, in particular, the
following:








	 	
      (a)
	
      a
      cashflow statement giving:








	 	
      (i)
	
      an
      estimate of the working capital requirements;
and








	 	
      (ii)
	
      a
      recommendation for the necessary retention of profits of the previous
      Financial Year to satisfy such working capital
    requirements;








	 	
      (b)
	
      a
      projected profit and loss account;








	 	
      (c)
	
      an
      operating budget and balance sheet
forecast;








	 	
      (d)
	
      a
      management report giving business objectives for the year;
    and








	 	
      (e)
	
      a
      financial report which shall include an analysis of the results of TV Nova
      Group for the previous Financial Year compared with the Business Plan for
      that year, identifying variations in sales revenues, costs and other
      material items.






 


	
      9
	
      Pre-Emption
      Rights






 


	
      9.1
	
      If
      Newco or Oldco (as appropriate) decides to increase its registered share
      capital (the "New
      Capital")
      other than as contemplated pursuant to the Transaction Memorandum,
      each
      holder of a Newco Ownership Interest or an Oldco Ownership Interest (as
      appropriate) shall have the obligation to subscribe for up to its
      Proportionate Percentage of the New Capital at the Proposed Participation
      Price and upon the terms and conditions set forth in the resolution of the
      general meeting of Newco or Oldco (as appropriate) (the "Pre-Emption
      Rights").













-16-
















	
      9.2
	
      The
      failure of a Party to take up its Proportionate Percentage of New Capital
      as required pursuant to Clause 9.1
      within the period specified in the resolution of the general meeting shall
      be deemed to be a breach of this Agreement. If a Party does not exercise
      its Pre-Emption Right regarding any such New Capital upon the terms and
      conditions set forth in the resolution of the general meeting of Newco or
      Oldco (as appropriate), all other Parties may assume, on a pro rata basis,
      the commitment to subscribe for and pay up the Proportionate Percentage of
      the New Capital of the breaching Party and the amount of the Parties’
      Ownership Interests shall be adjusted on a pro rata basis in accordance
      with the amount of any unexercised portion of the Pre-Emption Rights so
      assumed and paid up by the other Parties and the amount of the Parties’
      Ownership Interests.








	
      9.3
	
      The
      completion of the subscription and payment of the New Capital by the
      relevant Parties under this Clause 9
      shall take place as determined and upon the terms and conditions set forth
      in the resolution of the general meeting of Newco and Oldco (as
      appropriate).








	
      9.4
	
      All
      of the Parties to the transaction shall execute such documents and take
      such actions as are otherwise necessary or
appropriate.








	
      9.5
	
      If
      Newco or Oldco is converted from a Czech limited liability company to a
      Czech joint stock company, the Parties shall adopt the procedures in
      connection with any increase of the registered capital similarly with
      whatever modification is necessary to give effect to the commercial
      intention of the Parties.






 


	
      10
	
      Transfer
      of
      Ownership Interests








	
      10.1
	
      CME
      Ltd Transfers






 

Notwithstanding
the provisions of Clause 10.2, CME Ltd
may transfer its Newco Ownership Interest, directly or indirectly, to CME ME as
contemplated by the Transaction Memorandum without any
restrictions.



 


	
      10.2
	
      CME
      Parties Transfers








	 	
      10.2.1
	
      Subject
      to the provisions of this Clause 10.2,
      the CME Parties may sell, transfer, grant any security interest over, or
      otherwise dispose of all of the CME Nova Interest to any person at any
      time after the first anniversary of the date of this Agreement; provided,
      however, that the CME Parties may prior to such date grant a security
      interest over all of the CME Nova Interest to a non-affiliated financial
      institution for purposes of securing financing in order to acquire the CME
      Nova Interest or, in the event of the exercise of the Call or the Put, the
      PPF Nova Interest; provided, further, that such security interest or the
      enforcement thereof shall not undermine or frustrate PPF’s rights under
      this Agreement, and PPF agrees to reasonably cooperate with the CME
      Parties and their lenders to permit the granting of such security interest
      in a manner consistent with this clause.




 


	 	
      10.2.2
	
      CME
      ME may transfer all or part of its Oldco Ownership Interest and CME Ltd
      or, as the case may be, CME ME, may transfer all or part of its Newco
      Ownership Interest pursuant to a CME Group Transfer (provided that (i) if
      the relevant CME Group Transfer relates to only part of CME ME's Oldco
      Ownership Interest and/or only part of CME Ltd's or, as the case may be,
      CME ME’s Newco Ownership Interest, CME ME and/or CME Ltd (as appropriate)
      and their transferee(s) shall together be bound by the terms of this
      Agreement, (ii) if the relevant CME Group Transfer relates to all of the
      CME Nova Interest the transferee shall be bound by the terms of this
      Agreement in place of CME ME and/or CME Ltd (as appropriate) and (iii)
      irrespective of whether the CME Group Transfer is a whole or a partial
      transfer of the CME Nova Interest, CME ME and/or CME Ltd (as appropriate)
      undertake to ensure that the relevant transferee can satisfy its
      obligations and liabilities pursuant to this
Agreement).













-17-












 


	 	
      10.2.3
	
      CME
      ME and CME Ltd may transfer all of the CME Nova Interest pursuant to a PC
      Disposal Notice (as provided in Clause 12.5.3),
      or all of the CME Nova Interest otherwise only in accordance with the
      following provisions of this Clause.






 


	 	
      10.2.4
	
      If
      at any time the CME Parties sell, transfer, grant security over, or
      otherwise dispose of any part of the CME Nova Interest (other than
      pursuant to a CME Group Transfer), such part must constitute equal pro
      rata proportions of CME Ltd's Newco Ownership Interest and CME ME's Oldco
      Ownership Interest and such Newco Ownership Interest and Oldco Ownership
      Interest shall be sold, transferred or disposed of to one and the same
      Purchaser.






 


	 	
      10.2.5
	
      If
      the CME Parties wish to sell, transfer or otherwise dispose of all of the
      CME Nova Interest other than pursuant to a CME Group Transfer or a PC
      Disposal Notice, they shall give notice to PPF of such intention (a
      "Transfer
      Notice"). 






 


	 	
      10.2.6
	
      A
      Transfer Notice shall specify 




 



	 	
      (a)
	
      the
      identity of the purchaser (the "Purchaser");








	 	
      (b)
	
      the
      full terms and conditions of such transfer (direct and
      indirect);








	 	
      (c)
	
      the
      price to be paid for the CME Nova Interest;
and








	 	
      (d)
	
      a
      statement of whether the Purchaser would be interested to acquire 100% of
      the TV Nova Group and a statement, subject to PPF's Tag Along Right, as to
      whether the CME Parties intend to exercise their Drag Along
      Right.




 





	 	
      10.2.7
	
      Upon
      receipt of a Transfer Notice, PPF shall have 20 Business Days to give
      written notice to the CME Parties of PPF’s intention to acquire the CME
      Nova Interest (an "Acquisition
      Notice").






 


	 	
      10.2.8
	
      If
      PPF delivers an Acquisition Notice to the CME Parties, the CME Parties and
      PPF shall within 20 Business Days from the receipt by the CME Parties of
      the Acquisition Notice proceed with the sale and purchase of the CME Nova
      Interest on the terms set forth in the Transfer Notice, substituting PPF
      for the Purchaser.













-18-
















	 	
      10.2.9
	
      If
      no Acquisition Notice is delivered and subject to due observance of Clause
      11.1,
      the CME Parties may transfer the CME Nova Interest to the Purchaser
      identified in the Transfer Notice on the terms set forth therein and at a
      price not less than set forth therein.








	 	
      10.2.10
	
      Any
      sale, transfer or other disposal by a CME Party of all or part of its
      Oldco Ownership Interest, other than pursuant to a CME Group Transfer,
      shall include a sale, transfer or disposal (as appropriate) of all or part
      (as applicable) of the CME Loan.








	
      10.3
	
      PPF
      Transfers








	 	
      10.3.1
	
      Subject
      to the provisions of Clauses 11
      and 12,
      PPF may not sell, transfer, grant any security interest over, or otherwise
      dispose of all or any part of the PPF Nova Interest at any time prior to
      the first anniversary hereof.








	 	
      10.3.2
	
      If
      at any time permitted under this Agreement PPF sells, transfers, grants
      security over, or otherwise disposes of its PPF Nova Interest, it may only
      do so in respect of 100% of its PPF Nova
Interest.






 


	 	
      10.3.3
	
      If
      PPF wishes to sell, transfer or otherwise dispose of its PPF Nova Interest
      as permitted under this Agreement, it shall give notice to the CME Parties
      of such intention (a "PPF
      Transfer Notice"),
      provided that PPF may only deliver a PPF Transfer Notice if the Purchaser
      to be identified therein is a bona fide third party purchaser not
      affiliated in any way with the PPF Group.








	 	
      10.3.4
	
      A
      PPF Transfer Notice shall specify 




 



	 	
      (a)
	
      the
      identity of the Purchaser;








	 	
      (b)
	
      the
      full terms and conditions of such transfer (direct and
      indirect);








	 	
      (c)
	
      the
      price to be paid for the PPF Nova Interest;
and








	 	
      (d)
	
      a
      statement of whether the Purchaser would be interested to acquire 100% of
      the TV Nova Group.




 









	 	
      10.3.5
	
      Upon
      receipt of a PPF Transfer Notice, the CME Parties shall have 20 Business
      Days to give written notice to PPF of the CME Parties' intention to
      acquire the PPF Nova Interest described in the PPF Transfer Notice (a
      "CME
      ME Acquisition Notice")
      or to acquire the PPF Nova Interest pursuant to the Call by giving PPF a
      Call Notice.








	 	
      10.3.6
	
      If
      the CME Parties deliver a CME ME Acquisition Notice to PPF, then the CME
      Parties and PPF shall within 20 Business Days from the receipt by PPF of
      the CME ME Acquisition Notice proceed with the sale and purchase of the
      PPF Nova Interest on the terms set forth in the PPF Transfer Notice,
      substituting the CME Parties for the
Purchaser.













-19-
















	 	
      10.3.7
	
      If
      no CME ME Acquisition Notice is delivered, and no Call Notice is
      delivered, PPF may transfer the PPF Nova Interest to the Purchaser
      identified in the PPF Transfer Notice on the terms set forth therein and
      at a price not less than set forth therein.






 


	
      11
	
      Tag
      Along and Drag Along Rights






 


	
      11.1
	
      Tag
      Along Rights






 


	 	
      11.1.1
	
      If
      the CME Parties gives a Transfer Notice to PPF pursuant to Clause
      10.2.5
      and pursuant to such Transfer Notice the CME Parties have agreed to sell
      100% of the CME Nova Interest to a Purchaser, PPF shall have the right to
      sell 100% of the PPF Nova Interest to the Purchaser on the terms and
      conditions specified in the Transfer Notice (the "Tag
      Along Right").






 


	 	
      11.1.2
	
      If
      PPF does not elect to send an Acquisition Notice pursuant to Clause
      10.2.7,
      and if the conditions set forth in Clause 11.1.1
      for the Tag Along Right have been met, PPF shall have the right to give
      written notice to the CME Parties stating the exercise of its Tag Along
      Right (a "Tag
      Along Notice")
      within 20 Business Days of the receipt of the Transfer
    Notice.






 


	 	
      11.1.3
	
      By
      delivery of a Tag Along Notice, PPF agrees to sell the PPF Nova Interest
      on the terms and conditions in the Transfer Notice. Once delivered, such
      Tag Along Notice shall be irrevocable and PPF shall be obligated to
      deliver the PPF Nova Interest for sale to the
Purchaser.






 


	
      11.2
	
      Drag
      Along Rights






 


	 	
      11.2.1
	
      If
      PPF does not elect to send an Acquisition Notice pursuant to Clause
      10.2.7,
      and if the Purchaser wishes to purchase 100% of the TV Nova Group, and if
      PPF has not elected to exercise its Tag Along Right, the CME Parties may
      require PPF to sell 100% of the PPF Nova Interest at such price and on
      such terms and conditions as specified in the Transfer Notice (the
      "Drag
      Along Right").








	 	
      11.2.2
	
      The
      CME Parties shall exercise their Drag Along Right by specifying such an
      election in the Transfer Notice. An election to exercise the Drag Along
      Right shall be irrevocable and PPF shall be obligated to deliver its PPF
      Nova Interest for sale to the Purchaser.








	
      11.3
	
      Waiver
      of Drag Along Right and Tag Along Right







Upon the
delivery by either PPF or the CME Parties of an Exercise Notice, PPF shall be
deemed to waive its Tag Along Right and the CME Parties shall be deemed to waive
their Drag Along Right. 

 







-20-













 


	
      12
	
      Put
      and Call




 







	
      12.1
	
      Put







At any
time from and including the date which is one year after the Closing Completion
Date, PPF shall, subject to the provisions of this Clause 12, have
the irrevocable and unconditional right to cause the CME Parties to purchase the
PPF Nova Interest at the Put Price (the "Put").



 


	
      12.2
	
      Call






 

At any
time from and including the Closing Completion Date, the CME Parties shall,
subject to the provisions of this Clause 12, have
the irrevocable and unconditional right to cause PPF to sell to the CME Parties
the PPF Nova Interest at the Call Price (the "Call").



 


	
      12.3
	
      Exercise
      of Put or Call






 


	 	
      12.3.1
	
      PPF
      shall exercise the Put by giving written notice (a "Put
      Notice")
      of its exercise to the CME Parties.






 


	 	
      12.3.2
	
      The
      CME Parties shall exercise the Call by giving written notice (a
      "Call
      Notice")
      of its exercise to PPF.






 


	 	
      12.3.3
	
      If
      the CME Parties receive a Put Notice from PPF, the CME Parties shall give
      written notice (an "Objection
      Notice")
      to PPF within 5 Business Days of the receipt of such notice of any
      objections to the exercise of the Put, provided that the CME Parties may
      only object to the exercise of the Put on the grounds that the right and
      title to the PPF Nova Interest is
encumbered.








	 	
      12.3.4
	
      If
      PPF receives an Objection Notice and such Objection Notice contains valid
      grounds for objection it shall not be entitled to exercise the
      Put.








	 	
      12.3.5
	
      If
      the grounds for objection specified in the Objection Notice are capable of
      remedy, PPF shall remedy any such grounds for objection as soon as
      practicable. If, following such a remedy, it wishes to exercise the Put,
      PPF shall recommence the process outlined in this Clause 12.3.






 


	
      12.4
	
      Valuation






 


	 	
      12.4.1
	
      Promptly
      following delivery of a Put Notice and provided that no Objection Notice
      has been served, the CME Parties and PPF shall attempt to agree on the
      exercise price for the Put. If the CME Parties and PPF are not able to
      reach agreement within 20 Business Days following delivery of a Put
      Notice, the CME Parties and PPF shall agree on the appointment of an
      independent investment bank of recognized international standing with
      experience in valuing broadcasting assets for the purposes of determining
      the value of the TV Nova Group, pursuant to the provisions of this
      Agreement (the "Independent
      Valuer").













-21-
















	 	
      12.4.2
	
      The
      costs incurred in connection with the Independent Valuer conducting the
      valuation pursuant to this Clause 12.4
      shall be borne 50% by the CME Parties and 50% by
PPF.






 


	 	
      12.4.3
	
      The
      Independent Valuer shall be required to deliver its valuation of the TV
      Nova Group within 30 Business Days of its appointment and receipt by it of
      all the information relevant to such valuation from the CME Parties or
      PPF. The valuation of the Independent Valuer shall, absent of any manifest
      error, be final and binding on the Parties.








	 	
      12.4.4
	
      The
      Independent Valuer shall conduct the valuation by determining the
      market
      value of the equity interest in the TV Nova
Group








	 	
      (i)
	
      as
      on an arm's length sale between a willing seller and a willing buyer,
      








	 	
      (ii)
	
      disregarding
      the fact that PPF has a minority interest and minority rights,
      








	 	
      (iii)
	
      disregarding
      the effect on value of any pledge of the TV Nova Group's assets for the
      benefit of any non-TV Nova Group business if any such pledge has been
      created without the prior approval of PPF,
and








	 	
      (iv)
	
      with
      explicit regard for the legal and other risks inherent in the TV Nova
      Business at such time.






 


	
      12.5
	
      Completion
      of Transfer of the PPF Nova Interest






 


	 	
      12.5.1
	
      Completion
      pursuant to the exercise of:








	 	
      (a)
	
      the
      Call shall take place within 180 days of receipt by PPF of the Call
      Notice; and








	 	
      (b)
	
      the
      Put shall take place within 180 days of the later of (i) agreement on the
      exercise price for the Put pursuant to Clause 12.4.1 or
      (ii) receipt by the Parties of the valuation of the TV Nova Group pursuant
      to Clause 12.4.3,







provided
that in either case if completion is to take place pursuant to a PC Disposal
Notice it may be delayed at the CME Parties’ option by 30 Business
Days.

 




	 	
      12.5.2
	
      Within
      90 Business Days of the delivery of the Call Notice, the agreement on the
      exercise price for the Put pursuant to Clause 12.4.1 or
      the determination of the TV Nova Group valuation by the Independent Valuer
      pursuant to Clause 12.4
      (as the case may be) the CME Parties shall:













-22-












 



	 	
      (a)
	
      inform
      PPF that they shall pay the Put Price or the Call Price (both as adjusted
      pursuant to Clause 12.6)
      in immediately available funds on completion;
or




 





	 	
      (b)
	
      deliver
      a PC Disposal Notice to PPF.






 


	 	
      12.5.3
	
      If
      the CME Parties delivers a PC Disposal Notice to
PPF:






 


	 	
      (a)
	
      the
      PPF Nova Interest shall be transferred directly to the purchaser specified
      in such notice (the "PC
      Purchaser")
      on identical terms and conditions as it would have been transferred to the
      CME Parties pursuant to the exercise of the Put or the
    Call,








	 	
      (b)
	
      the
      CME Parties shall undertake to procure that the PC Purchaser shall make
      payment of the Put Price or the Call Price (both as adjusted pursuant to
      Clause 12.6)
      directly to PPF in lieu of payment by the CME Parties;
  and








	 	
      (c)
	
      the
      CME Parties shall undertake to make payment to PPF if the PC Purchaser
      fails to make payment or pays less than the Put Price or the Call Price
      (both as adjusted pursuant to Clause 12.6).






 


	
       
	
      12.5.4
	
      Subject
      to Clause 12.5.1
      above, completion of the transfer of the PPF Nova Interest shall take
      place on the later to occur of:








	 	
      (a)
	
      the
      completion of the transfer to the CME Parties or the PC Purchaser (as the
      case may be) of PPF's Newco Ownership Interest;
and








	 	
      (b)
	
      the
      completion of the transfer to the CME Parties or the PC Purchaser (as the
      case may be) of PPF's Oldco Ownership
Interest,







and such
date shall be the settlement date (the "Settlement
Date").

 




	 	
      12.5.5
	
      Upon
      the Settlement Date the CME Parties or the PC Purchaser (as the case may
      be) shall pay the Put Price or the Call Price (as adjusted in accordance
      with this Clause 12)
      to PPF and such payment shall be made by
      transfer of immediately available funds.








	 	
      12.5.6
	
      At
      least 15 Business Days prior to the Settlement Date, the CME Parties shall
      deliver a notice to PPF which:








	 	
      (a)
	
      confirms
      the amount to be paid,








	 	
      (b)
	
      the
      basis of such calculation,








	 	
      (c)
	
      confirms
      that such payment shall be made in immediately available funds on the
      Settlement Date; and








	 	
      (d)
	
      requests
      account details for payment.









	 	
      12.5.7
	
      The
      transfer of the PPF Nova Interest to the CME Parties or the PC Purchaser
      (as the case may be) shall be executed through the means of definitive
      transfer agreements and such other documentation as may be required,
      subject only to basic warranties as to and liability for corporate
      authority, ownership, title and right to sell, and otherwise on an "as is"
      basis, subject only to applicable regulatory approvals. The form of
      transfer agreement shall, to the extent possible and subject to agreement
      of any PC Purchaser, be substantially similar to the form of transfer
      agreement annexed to the Framework
Agreement.




 








-23-












 


	 	
      12.5.8
	
      The
      rights and title to PPF's Newco Ownership Interest and PPF's Oldco
      Ownership Interest shall transfer immediately upon due execution of the
      relevant transfer agreement and related documentation and full payment
      being made pursuant to the relevant transfer
agreement.








	 	
      12.5.9
	
      The
      CME Parties and PPF shall cause Newco and Oldco to make any required
      filing or registration related to any
transfer.






 


	
      12.6
	
      Adjustments








	 	
      12.6.1
	
      If
      at the time PPF exercises the Put or the CME Parties exercise the Call or
      at any time thereafter until the relevant Settlement Date, either CME ME
      or CME Ltd has any outstanding Claim against PPF for any Losses, the CME
      Parties shall be entitled to withhold from the amount payable to PPF
      pursuant to Clause 12.1 or
      Clause 12.2 on
      the Settlement Date the amount of such Losses claimed by such party, and
      the CME Parties shall forthwith pay the withheld amount into an Escrow
      Account, pursuant to an Escrow Agreement among the Escrow Bank, the CME
      Parties and PPF based on the Escrow Bank’s standard form of agreement. All
      costs related to the Escrow Account shall be shared equally by PPF and the
      CME Parties.
      Upon (i) PPF or an affiliate providing adequate security of the type
      specified in the Guarantee in the full amount of such Losses, PPF shall be
      entitled to receive the sums in the Escrow Account or (ii) a final
      determination (whether by agreement of PPF and the CME Parties or
      completion of the appropriate procedures specified in the Framework
      Agreement or other relevant Transaction Document) that (a) the CME Parties
      are entitled to recover such Losses, the CME Parties shall be entitled to
      receive the sums in the Escrow Account up to the amount of the Losses
      finally determined, with PPF being entitled to receive the remainder, if
      any, of the sums in the Escrow Account, or (b) the CME Parties are not
      entitled to recover such Losses, PPF shall be entitled to receive the sums
      in the Escrow Account.








	
      12.7
	
      PPF
      Waiver







If,
during the period commencing on the day after the first anniversary hereof and
up to and including the day falling on the third anniversary hereof, the CME
Parties make any disposal to a PC Purchaser pursuant to Clause 12.5, the CME
Parties shall include in the sale or transfer agreement with the PC Purchaser a
provision that specifies that the PC Purchaser shall have no recourse against
any officer, director or shareholder of PPF or any member of the PPF Group, or
any person that holds an executive or management position in Newco, Oldco or any
of the companies in the TV Nova Group as a PPF appointee or representative
pursuant to Clause 4;
provided, however, that nothing herein shall extinguish or adversely affect the
CME Parties' rights under the Framework Agreement to be indemnified by PPF,
including if any CME Protected Party incurs any loss as a result of a claim by
the PC Purchaser for which such CME Protected Party is entitled to recover from
PPF pursuant to an Indemnity Claim.










-24-
















	
      12.8
	
      Tax/Accounting
      Treatment







The
Parties agree that if they determine that the transfer and payment arrangements
described herein are not structured properly to optimize the tax and accounting
treatment intended by the Parties, they shall cooperate in good faith to agree
on and implement an alternative structure or make any appropriate changes to the
existing structure. All such changes shall in all material respects result in
maintaining the same balance of commercial and economic interests of the Parties
as existed before making any such changes.





	
      12.9
	
      Extinguishing
      of Put and Call Rights







The CME
Parties shall not exercise the Call and PPF shall not exercise the Put at any
time after the service of a Transfer Notice.





	
      12.10
	
      Resale
      Protection








	 	
      12.10.1
	
      PPF
      and the CME Parties agree that if the CME Parties exercise the Call and
      CME ME, CME Ltd or one of their affiliates sells 15% or more of the Newco
      Ownership Interest and the Oldco Ownership Interest to a third party
      within the 6 month period commencing on the date of the Call Notice for a
      price which is higher than the Call Price actually paid to PPF, the CME
      Parties shall pay to PPF such excess amount net of any costs within 30
      Business Days of the completion of such subsequent
sale.








	 	
      12.10.2
	
      PPF
      and the CME Parties agree that if PPF gives an Acquisition Notice pursuant
      to Clause 10.2.8
      and PPF or one of its affiliates sells 85% or more of the Newco Ownership
      Interest and the Oldco Ownership Interest to a third party within the 6
      month period commencing on the date of the Acquisition Notice for a price
      which is higher than the acquisition price of the CME Nova Interest, PPF
      shall pay to the CME Parties such excess amount net of any costs within 30
      Business Days of the completion of such subsequent
sale.






 


	
      13
	
      Termination
      and Consequences of Termination








	
      13.1
	
      Except
      for the provisions which this Clause 13
      states shall continue in full force after termination, this Agreement
      shall terminate:













-25-
















	 	
      (a)
	
      when
      either CME Ltd or CME ME (or their affiliates) cease to hold any CME Nova
      Interest (other than pursuant to a CME Group Transfer) or PPF ceases to
      hold any PPF Nova Interest;








	 	
      (b)
	
      upon
      the liquidation, administration, entry into receivership of CME ME, CME
      Ltd or PPF, except if this Agreement has been assigned by CME ME, CME Ltd
      or PPF pursuant to Clause 18 or
      by operation of law;








	 	
      (c)
	
      when
      a resolution is passed by shareholders or creditors or an order made by a
      court or other competent body or person instituting a process that shall
      lead to Newco or Oldco being wound up and its assets being distributed
      among Newco's or Oldco's creditors, shareholders or other contributors;
      or








	 	
      (d)
	
      when
      either CME ME, CME Ltd or PPF commits a material breach of this Agreement,
      which remains unremedied 60 days after a request by the appropriate
      non-breaching Party to remedy the same.






 


	
      13.2
	
      Termination
      of this Agreement shall not affect the rights and remedies of any Party
      arising prior to or as a consequence of termination pursuant to law and
      this Agreement.






 


	
      13.3
	
      Clause
      5
      shall survive termination of this Agreement to the extent and in
      accordance with the provisions set out in Clause 5.3
      and Clauses 16,
      24,
      28
      and 29
      shall survive termination of this
Agreement.








	
      13.4
	
      Upon
      the transfer by CME Ltd of its Newco Ownership Interest as contemplated in
      the Transaction Memorandum:








	 	
      (a)
	
      CME
      Ltd shall cease to be a Party to this Agreement and with due regard to
      Clauses 13.2
      and 13.3
      its rights and obligations hereunder shall terminate;
  and








	 	
      (b)
	
      the
      rights and obligations of the continuing Parties to the Agreement shall
      not be affected by such termination and the Agreement shall continue to
      bind the continuing Parties to such extent and for so long as may be
      necessary to give effect to the rights and obligations
    herein.






 


	
      14
	
      Status
      of Agreement








	
      14.1
	
      Each
      Party shall, to the extent that it is able to do so, exercise all its
      Voting Rights and other powers in relation to Newco, Oldco and the
      companies in the TV Nova Group to procure that the provisions of this
      Agreement are properly and promptly observed and given full force and
      effect according to the spirit and intention of the
    Agreement.








	
      14.2
	
      If
      any provision in the memorandum or articles of association of Newco, Oldco
      or any other company in the TV Nova Group conflicts with any provision of
      this Agreement, this Agreement shall prevail and the Parties shall procure
      that the relevant provision is amended to conform with this Agreement as
      soon as reasonably possible.













-26-
















	
      14.3
	
      The
      Parties shall, when necessary, exercise their Voting Rights and any other
      rights and powers they have to amend, waive or suspend a conflicting
      provision in the memorandum or articles of association to the extent
      necessary to permit Newco, Oldco and the TV Nova Group to be administered
      as provided in this Agreement.






 


	
      15
	
      Performance
      by the CME Parties








	
      15.1
	
      Any
      obligation of the CME Parties hereunder may be satisfied at the election
      of the CME Parties by either CME ME or CME Ltd or by both acting jointly
      or severally, provided however that:








	 	
      (a)
	
      the
      CME Parties shall give notice to PPF of such election;
  and








	 	
      (b)
	
      if
      one CME Party has failed or is unable to perform such an obligation the
      other CME Party shall be responsible for the performance of the
      obligation. 








	
      15.2
	
      Any
      right accruing to the CME Parties hereunder may be exercised at the
      election of the CME Parties by either CME ME or CME Ltd or by both acting
      jointly or severally, provided however
that:








	 	
      (a)
	
      the
      CME Parties must give PPF notice of such election;
and








	 	
      (b)
	
      PPF
      shall be entitled to rely on such exercise of rights as binding on the CME
      Party otherwise entitled to such exercise pursuant to this
      Agreement.




 





	
      15.3
	(a)	
      If
      the CME Parties fail to elect which of them shall satisfy an obligation
      hereunder, PPF shall be entitled to treat the CME Parties as jointly and
      severally liable for such performance.




 





	 	
      (b)
	
      If
      the CME Parties fail to elect which them shall be entitled to exercise a
      right hereunder, PPF shall be entitled to satisfy its obligations in
      respect of such right by performance to either CME Party and such
      performance shall be binding on the other CME
Party.






 


	
      16
	
      Confidentiality






 


	
      16.1
	
      The
      Parties shall not divulge or communicate to any person (other than those
      of its employees and professional advisers whose province it is to know
      the same) or use or exploit for any reason whatsoever this Agreement or
      the matters contemplated hereby, or the information disclosed by a Party
      to any other Party, and shall use its reasonable endeavors to prevent its
      employees from so acting.






 


	
      16.2
	
      Notwithstanding
      the provisions of Clause 16.1
      above, any Party may make an announcement or disclosure concerning this
      Agreement:













-27-
















	 	
      (a)
	
      if
      required by
      law or
      any requirement of any securities exchange or regulatory or governmental
      body to which that Party is subject, wherever situated, whether or not the
      requirement has the force of law, or








	 	
      (b)
	
      to
      a Party's or its affiliates'
      directors, officers, employees, professional advisers, counsel, rating
      agencies, and lenders or other providers of funds (a) who are directly
      concerned with this Agreement or any related arrangements or transactions,
      (b) whose knowledge of such
      information is
      essential; and (c) who by its position or otherwise is under duty to
      observe confidentiality in dealing with this Agreement and such related
      arrangements or otherwise must comply with the provisions of this
      Agreement in respect of confidentiality.






 


	
      16.3
	
      The
      restrictions contained in this Clause 16
      shall continue to apply for the period of three years following the
      expiration or termination of this
Agreement.






 


	
      17
	
      Entire
      Agreement








	
      17.1
	
      This
      Agreement and the Framework Agreement constitutes the whole agreement
      between the Parties with respect to the subject matter hereof, and
      supersedes any arrangements, understanding or previous agreement between
      them relating to the subject matter to which it
relates.








	
      17.2
	
      Each
      Party acknowledges that in entering into this Agreement, it does not rely
      on, and shall have no remedy in respect of, any statement, representation,
      assurance or warranty of any person other than as expressly set out in
      this Agreement or the Framework Agreement.








	
      17.3
	
      Nothing
      in this Clause 17
      operates to limit or exclude any liability for
fraud.






 


	
      18
	
      Assignments







No Party
may assign, or grant any security interest over, any of its rights under this
Agreement or any document referred to in it without the prior written consent of
the other Parties (such consent not to be unreasonably conditioned, withheld or
delayed), except as otherwise provided herein; provided, however, that CME ME
and CME Ltd may effect such an assignment of, or grant any security interest
over, their rights to a non-affiliated financial institution for purposes of
securing financing; provided, however, that such an assignment of, or a grant of
any security interest over, their rights shall not undermine or frustrate PPF’s
rights under this Agreement, and PPF agrees to reasonably cooperate with CME ME
and CME Ltd and their lenders to permit such assignment or granting of security
interest in a manner consistent with this Clause.



 


	
      19
	
      Amendments







This
Agreement may be amended or modified only if in writing (including a writing
evidenced by a facsimile transmission) and signed by all of the
Parties.

 







-28-













 


	
      20
	
      Variation
      and Waiver




 


The
single or partial exercise of any right, power or remedy provided by law or
under this Agreement shall not preclude any other or further exercise of it or
the exercise of any other right, power or remedy.



 


	
      21
	
      Costs







Each
Party shall be liable for its costs and expenses in relation to the negotiation,
preparation, execution and carrying into effect of this Agreement.



 


	
      22
	
      No
      Partnership







The
Parties to this Agreement are not in partnership with each other and there is no
relationship of principal and agent between any of them.



 


	
      23
	
      Third
      Party Rights







No person
who is not a Party to this Agreement shall have any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce a term of this
Agreement.



 


	
      24
	
      Notices






 


	
      24.1
	
      Form
      of Notice








	 	
      24.1.1
	
      A
      notice under this Agreement shall only be effective if it is in writing,
      otherwise being deemed null and void.








	 	
      24.1.2
	
      Notices
      (including accompanying papers) with respect to this Agreement shall be
      prepared in the English language or, in respect of accompanying papers,
      accompanied by a certified English
translation.






 


	
      24.2
	
      Addresses
      for Notices








	 	
      24.2.1
	
      Notices
      under this Agreement shall be sent to a Party at its address set forth on
      the first page hereof or faxed to the fax number and for the attention of
      the individual set out below:






 




	 	
      (a)
	
      if
      to CME ME






	 	
      to:
	
      71-91
      Aldwych




London
WC2B 4HN


	 	
      Attn:
	
      General
      Counsel





	 	
      Fax:
	
      +44
      207 430 5403,








	 	
      (b)
	
      if
      to CME Ltd





	 	
      to:
	
      71-91
      Aldwych




London
WC2B 4HN


	 	
      Attn:
	
      General
      Counsel





	 	
      Fax:
	
      +44
      207 430 5403,




 







-29-












 


 


	 	
      (c)
	
      if
      to PPF






	 	
      to:
	
      PPF
      Consulting a.s.




Na
Pankraci 158/121

140 00
Prague 4 -- Pankrac, 


	 	
      Attn:
	
      Tomas
      Brzobohaty





	 	
      Fax:
	
      +420
      224 559 229








	 	
      (d)
	
      if
      to Newco, at its corporate seat specified on the first page hereof, with a
      copy to CME ME and PPF, or




 


	 	
      (e)
	
      if
      to Oldco at its corporate seat specified on the first page hereof, with a
      copy to CME ME and PPF.




 


	 	
      24.2.2
	
      Any
      such notice shall be effective on the date of the fax transmission,
      provided that a facsimile-generated confirmation statement is retained by
      the sender and delivered to the recipient upon request and that the date
      of delivery that does not occur on a Business Day during normal business
      hours shall be deemed to be the next succeeding Business
    Day.








	 	
      24.2.3
	
      Each
      Party may change its notice details on giving notice to the other Parties
      of the change in accordance with this Clause 24.
      Such change shall become effective five Business Days following the making
      of the notice.






 


	
      25
	
      Severance








	
      25.1
	
      If
      any provision of this Agreement (or part of a provision) is found by any
      court or administrative body of competent jurisdiction to be invalid,
      unenforceable or illegal, the other provisions shall remain in
      force.








	
      25.2
	
      If
      any invalid, unenforceable or illegal provision would be valid,
      enforceable or legal if some part of it were deleted or modified, the
      provision shall apply with whatever modification is necessary to give
      effect to the commercial intention of the
Parties.






 


	
      26
	
      Further
      Assurance







Each
Party shall promptly execute and deliver all such documents at its own cost, and
do all such things, as the other Parties may from time to time reasonably
require for the purpose of giving full effect to the provisions of this
Agreement.



 


	
      27
	
      Counterparts







This
Agreement may be executed in any number of counterparts, each of which is an
original and which together have the same effect as if each Party had signed the
same document.



 


	
      28
	
      Governing
      Law and Jurisdiction













-30-















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



 


	
      29
	
      Dispute
      Resolution







Any
disputes, claims or controversy arising out of or related to this Agreement,
including any question as to its formation, validity, interpretation or
termination, which cannot be resolved by negotiations between the Parties shall
be settled by arbitration on an ad
hoc basis in
accordance with the UNCITRAL Arbitration Rules, by three arbitrators appointed
by the Parties or otherwise appointed by the London Court of International
Arbitration in accordance with such rules. The arbitration shall be conducted in
London and all documents and proceedings shall be in the English language. Any
Party shall have the right to initiate the proceedings.



 


	
      30
	
      Non-Business
      Days







If any
other performance would otherwise be required by the terms of this Agreement to
take place on a day which is not a Business Day, it shall instead take place on
the next Business Day.



 


	
      31
	
      Damages
      Inadequate







The
Parties acknowledge that damages may not be an adequate remedy for any breach of
this Agreement and that action for specific performance, or other equitable
remedy, may be brought.

 







-31-















IN
WITNESS HEREOF, this
Agreement has been executed and delivered as a deed on the day and year first
above written.






	
      Executed
      as a deed by:
	 
	
      CME
      MEDIA ENTERPRISES B.V.
	 
	 	 
	
      acting
      by:
	 
	 	 
	 	
      /s/
      Ana Sljivic

	 	
      Authorized
      signatory

	 	 
	 	 
	
      Executed
      as a deed by:
	 
	
      CENTRAL
      EUROPEAN MEDIA
	 
	
      ENTERPRISES
      LTD.
	 
	 	 
	
      acting
      by:
	 
	 	 
	 	
      /s/
      Ana Sljivic 

	 	
      Authorized
      signatory

	 	 
	 	 
	
      Executed
      as a deed by:
	 
	
      PPF
      (CYPRUS) LTD.
	 
	 	 
	
      acting
      by:
	 
	 	 
	 	
      /s/
      Miroslav Horsky

	 	
      Authorized
      signatory

	 	 
	 	 
	
      Executed
      as a deed by:
	 
	
      CME
      MEDIA INVESTMENTS S.R.O.
	 
	 	 
	
      acting
      by:
	 
	 	 
	 	
      /s/
      Milan Cimirot /s/ Radka Doehring

	 	
      Authorized
      signatory

	 	 
	 	 
	
      Executed
      as a deed by:
	 
	
      PGT
      CORPORATION S.R.O.
	 
	 	 
	
      acting
      by:
	 
	 	 
	 	
      /s/
      Milan Cimirot /s/ Radka Doehring 

	 	
      Authorized
      signatory




 










-32-















SCHEDULE
1

 



TV
Nova Executive Committee





	
      1.
	
      Constitution
      of TV Nova Executive Committee







The TV
Nova Executive Committee shall initially consist of 5 representatives of the
shareholders of the TV Nova Group (the "Shareholder
Representatives").






	
      2.
	
      Appointment
      of the Shareholder Representatives






 


	 	
      (a)
	
      CME
      ME shall have the right to appoint and remove 3 Shareholder
      Representatives and PPF
      shall have the right to appoint and remove 2 Shareholder Representative.
      The initial Shareholder Representatives appointed by CME ME are Adrian
      Sarbu, Marina Williams and Robert Burke, and the initial Shareholder
      Representatives appointed by PPF are Jiri Smejc and Ales
    Minx.








	 	
      (b)
	
      CME
      ME and PPF may only change their respective Shareholder Representatives by
      giving written notice to each other of such change and complying with the
      provisions of Clause 15 (Confidentiality).






 


	 	
      (c)
	
      The
      chairman of the TV Nova Executive Committee (the "Committee
      Chairman")
      shall be appointed by the TV Nova Executive Committee on the basis of a
      simple majority of votes of those Shareholder Representatives present at
      the first meeting of the TV Nova Executive Committee for a period of 1
      year. At the end of that term the TV Nova Executive Committee shall
      re-elect the incumbent or elect a new Committee Chairman in accordance
      with this paragraph 2.








	 	
      (d)
	
      For
      as long as CME Ltd retains a Newco Ownership Interest, the Shareholder
      Representatives appointed by CME ME shall be deemed to also be
      representatives of CME Ltd.








	
      3.
	
      Reduced
      Shareholdings






 


	 	
      (a)
	
      Subject
      to 3 (b) below, if at any time after the date of this Agreement, the Newco
      Ownership Interest and Oldco Ownership Interest owned by PPF is reduced to
      less than 15% of the entire issued and outstanding Newco Ownership
      Interest and Oldco Ownership Interest, PPF shall not have the right to
      appoint any Shareholder Representatives.








	 	
      (b)
	
      PPF’s
      right to appoint Shareholder Representatives shall not be in any way
      affected by the capital increase and share issue of Newco as contemplated
      in the Transaction Memorandum.






 


	
      4.
	
      Shareholder
      Representative Proxies








	 	
      (a)
	
      A
      Shareholder Representative may appoint another person to represent him and
      to act on his behalf at any meeting of the TV Nova Executive Committee,
      provided
      that a person so appointed shall not be entitled to act at any such
      meeting on behalf of the Shareholder Representative who appointed him if
      the Shareholder Representative who appointed him is himself present at
      that meeting.













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      (b)
	
      An
      appointment made under this paragraph 4:








	 	
      (i)
	
      shall
      not have effect unless notice thereof is given in writing to the Committee
      Chairman by the Shareholder Representative making the
      appointment;








	 	
      (ii)
	
      may
      only be in respect of a particular meeting or meetings specified in
      advance in the notice of appointment; and








	 	
      (iii)
	
      may
      be revoked at any time by notice in writing given to the Committee
      Chairman by the Shareholder Representative making the
      appointment.






 


	
      5.
	
      Convening
      a Meeting of the TV Nova Executive
Committee






 

A meeting
of the TV Nova Executive Committee shall be held at least quarterly and
additional meetings may be convened by the Committee Chairman within thirty (30)
days of a
request by CME ME, CME Ltd or PPF. 





	
      6.
	
      Conduct
      of Business








	 	
      (a)
	
      Unless
      otherwise agreed to by all of the Shareholder Representatives, meetings of
      the TV Nova Executive Committee shall take place at the date and time
      determined by the Committee Chairman.






 


	 	
      (b)
	
      Unless
      waived by all the Shareholder Representatives, not less than 7 Business
      Days' notice of all meetings of the TV Nova Executive Committee shall be
      given to each Shareholder Representative, together with an agenda of the
      business to be transacted at such meeting. 






 


	
      7.
	
      Decisions






 


	 	
      (a)
	
      Decisions
      of the TV Nova Executive Committee shall be adopted on the basis of a
      simple majority being in favor of the relevant proposal, provided however
      that decisions which relate to Minority Rights shall only be adopted if
      PPF’s Shareholder Representatives agree.








	 	
      (b)
	
      Each
      of the Parties shall exercise their respective rights and powers
      (including their Voting Rights) to ensure that the decisions of the TV
      Nova Executive Committee are implemented and adhered to by the TV Nova
      Group and by Newco and Oldco.













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SCHEDULE
2

 



Procedural
Rules for Executive Directors of Newco/Oldco

 


	
      1.
	
      Newco/Oldco
      (hereinafter, the "Company")
      shall have three (3) Executive Directors. Two (2) Executive Directors
      shall be elected by the General Meeting of the Company from among the
      candidates proposed in writing by CME ("CME
      Directors")
      and one (1) Executive Director from among the candidates proposed in
      writing by PPF ("PPF
      Director").
      








	
      2.
	
      The
      Executive Directors shall make decisions on the Company’s business
      management. Such decisions shall be made at the meetings of the Executive
      Directors which shall be held at least quarterly. The term, agenda and
      venue of the meeting of Executive Directors shall be agreed by all of the
      Executive Directors or announced by any of the Executive Directors by at
      least five
      (5) Business Days’ written
      or oral notice, unless all of the Executive Directors agree otherwise.
      Except as set forth otherwise herein, the quorum for any meeting of the
      Executive Directors shall be not less than two (2) directors attending, at
      least one being a CME Director and the other a PPF Director, provided,
      however that: 








	 	
      (a)
	
      if
      the PPF Director gives to the CME Directors prior notice that he/she
      cannot for any reason be available at the meeting, the substitute meeting
      of the Executive Directors shall take place on term and venue agreed by
      all of the Executive Directors or, if such agreement is not reached, such
      meeting shall be convened by a CME Director by at least three
      (3) Business Days’ written
      or oral notice and the quorum of such meeting shall be not less than one
      (1) Executive Director attending, at least one being a CME Director;
      and








	 	
      (b)
	
      if
      the PPF Director does not attend the meeting without giving the CME
      Directors prior notice that he/she cannot be available at the meeting, the
      substitute meeting of the Executive Directors shall take place immediately
      following the inquorate meeting and the quorum of such substitute meeting
      shall be not less than one (1) Executive Director attending, at least one
      being a CME Director. 







Decisions
of the Executive Directors shall be adopted by simple majority of the Executive
Directors attending the meeting. If less than 3 Executive Directors are
attending the meeting and a decision is made by two (2) Executive Directors of
whom one is a CME Director and the other one the PPF Director, the
CME Director
shall have the right to cast a deciding vote. If only one CME Director
attends a substitute meeting in accordance with paragraphs (a) or (b) above,
he/she shall be
solely authorized to make any decisions within the powers of the Executive
Directors.






	
      3.
	
      In
      the event that
      one of the CME Directors dies, resigns, or is recalled, or his/her term of
      office (if any) terminates, and there is only one CME Director remaining
      in the office because a new CME Director has not yet been
      elected by
      the General Meeting, the quorum for any meeting of the Executive Directors
      shall be not less than two (2) Executive Directors attending, at least one
      being a CME Director and the other a PPF Director, provided, however
      that:




 








-35-












 


	 	
      (a)
	
      if
      the PPF Director gives to the remaining CME Director prior notice that
      he/she cannot for any reason be available at the meeting, a substitute
      meeting of the Executive Directors shall be scheduled, the term and venue
      to be agreed by the Executive Directors or, if such agreement is not
      reached, such meeting shall be convened by the CME Director with at least
      three (3) Business Days’ written or oral notice and the quorum of such
      meeting shall be not less than one (1) director attending, at least one
      being a CME Director who shall be solely authorized to make any decisions
      within the powers of the Executive Directors;
and








	 	
      (b)
	
      if
      the PPF Director does not attend the meeting without giving to the
      remaining CME Director prior notice that he/she cannot be available at the
      meeting, the substitute meeting of the Executive Directors shall take
      place immediately following the inquorate meeting and the quorum of such
      substitute meeting shall be not less than one (1) director attending, at
      least one being a CME Director who shall be solely authorized to make any
      decisions within the powers of the Executive
Directors.








	
      4.
	
      In
      the event that
      the PPF Director dies, resigns, or is recalled or his/her term of office
      (if any) terminates, and there is no PPF Director remaining in the office
      because a new PPF Director has not yet been elected by the General
      Meeting, the quorum for any meeting of the Executive Directors shall be
      not less than one (1) Executive Director attending, at least one being a
      CME Director who shall be solely authorized to make any decisions within
      the powers of the Executive Directors.








	
      5.
	
      In
      the event that more than one of the Executive Directors die, resign, or
      are recalled, or their terms of office (if any) terminate, and there is
      only one Executive Director remaining in the office because a new
      Executive Director has not yet been elected by the General Meeting the
      following provisions shall apply:








	 	
      (a)
	
      If
      such Executive Director is a CME Director, he shall be solely authorized
      to make any decisions within the powers of the Executive Directors and his
      powers and to act on behalf of the Company; and









	 	
      (b)
	
      If
      such Executive Director is the PPF Director, he shall be authorized to
      make any decisions within the powers of the Executive Directors and his
      powers and to act on behalf of the Company only at the instruction of the
      General Meeting, always subject, however, to the fiduciary duty and
      managerial care of such director and in compliance with the Commercial
      Code and any other relevant applicable law.













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      6.
	
      Meetings
      of the Executive Directors may be conducted by telephonic communication so
      that the Executive Directors attending such meetings shall all be able to
      hear and speak to each other even through not all shall be physically
      present in the same location. Any resolutions adopted during such meetings
      shall be confirmed in writing and signed by each of the Executive
      Directors who participated in such meeting.








	
      7.
	
      Proceedings
      of the Executive Directors’ meeting and the decisions made on the occasion
      shall be recorded. The minutes shall always be signed by at least one of
      the CME Directors and the minutes clerk. Any of the Executive Directors
      may demand that a differing view he/she may possibly have shall be
      recorded in the minutes. 




 

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