**CONFORMED
      COPY**





(Operation
      Number 36371)








**LOAN
      AGREEMENT**




between




**CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.**




and




**EUROPEAN
      BANK**


**FOR
      RECONSTRUCTION AND DEVELOPMENT**









Dated
      July 21, 2006







**TABLE
      OF CONTENTS**




ARTICLE
                I - DEFINITIONS
            1Section
                1.01.
            Definitions
            1Section
                1.02.
            Interpretation
            11ARTICLE
                II - REPRESENTATIONS AND WARRANTIES
            12Section
                2.01.
            Representations
                Regarding the Project
            12Section
                2.02.
            Representations
                Regarding the Borrower
            12Section
                2.03.
            Representations
                Regarding the Agreements
            15Section
                2.04.
            Acknowledgement
                and Repetition
            17ARTICLE
                III - LOAN
            17Section
                3.01.
            Amount
                and Currency
            17Section
                3.02.
            Disbursements
            17Section
                3.03.
            Suspension
                and Cancellation
            18Section
                3.04.
            Charges,
                Commissions and Fees
            18Section
                3.05.
            Interest
            20Section
                3.06.
            Default
                Interest
            20Section
                3.07.
            Repayment
            21Section
                3.08.
            Prepayment
            21Section
                3.09.
            Payments
            22Section
                3.10.
            Insufficient
                Payments
            23Section
                3.11.
            Taxes
            23Section
                3.12.
            Unwinding
                Costs
            24Section
                3.13.
            Increased
                Costs
            25Section
                3.14.
            Illegality
            25Section
                3.15
            Loan
                Account
            26ARTICLE
                IV - CONDITIONS PRECEDENT
            27Section
                4.01.
            First
                Disbursement
            27Section
                4.02.
            All
                Disbursements
            29Section
                4.03.
            Participations
            30ARTICLE
                V - AFFIRMATIVE COVENANTS
            30Section
                5.01.
            Corporate
                Existence, Continuity of Business
            30Section
                5.02.
            Project
                Implementation and Use of Proceeds
            30Section
                5.03.
            Business
                Plan and Budget
            31Section
                5.04.
            Environmental
                and Social Compliance
            31Section
                5.05.
            Insurance
            32Section
                5.06.
            Accounting
            32Section
                5.07.
            Continuing
                Governmental and Other Authorisations
            32Section
                5.08.
            Security
            32Section
                5.09.
            Compliance
                with Other Obligations
            33Section
                5.10.
            Taxes
            33Section
                5.11.
            Operational
                Documents
            33Section
                5.12.
            Further
                Documents
            33Section
                5.13.
            Costs
                and Expenses
            34Section
                5.14.
            Reports;
                Furnishing of Information
            30




i





ARTICLE
                VI - NEGATIVE COVENANTS
            36Section
                6.01.
            Limitation
                on Indebtedness
            36Section
                6.02.
            Limitation
                on Restricted Payments; Investments
            36Section
                6.03.
            Limitation
                on Liens
            36Section
                6.04.
            Waiver
                of Stay; Extension or Usury Laws
            36Section
                6.05.
            Limitation
                on Restrictions on Distributions from Restricted
                Subsdiairies
            36Section
                6.06.
            Limitation
                on Sales of Assets and Subsidiary Stock
            36Section
                6.07.
            Limitation
                on Affiliate Transactions; Arm's Length Transactions
            36Section
                6.08.
            Limitation
                on Lines of Business
            36Section
                6.09.
            Merger,
                Amalgamation and Consolidation
            36Section
                6.10.
            Limitation
                on Sale of Stock of Restricted Subsdiairies
            36Section
                6.11.
            Limitation
                on Guarantees of the Borrower and Subsidiary Guarantor
                Indebtedness
            36Section
                6.12.
            Impairment
                of Security Interest
            36Section
                6.13.
            Repayment
                of Indebtedness
            36Section
                6.14.
            Changes
                to Project and Charter
            39ARTICLE
                VII - EVENTS OF DEFAULT
            39Section
                7.01.
            Events
                of Default
            39Section
                7.02.
            Consequences
                of Default
            41ARTICLE
                VIII - MISCELLANEOUS
            41Section
                8.01.
            Term
                of Agreement
            41Section
                8.02.
            Entire
                Agreement; Amendment and Waiver
            42Section
                8.03.
            Notices
            42Section
                8.04.
            English
                Language
            43Section
                8.05.
            Financial
                Calculations
            43Section
                8.06.
            Rights,
                Remedies and Waivers
            43Section
                8.07.
            Indemnification
            44Section
                8.08.
            Governing
                Law
            45Section
                8.09.
            Arbitration
                and Jurisdiction
            45Section
                8.10.
            Privileges
                and Immunities of EBRD
            46Section
                8.11.
            Waiver
                of Sovereign Immunity
            46Section
                8.12.
            Successors
                and Assigns; Third Party Rights
            46Section
                8.13.
            Disclosure
            47Section
                8.14.
            Counterparts
            47




SCHEDULE
                  1
              -
              COMMITMENT




**EXHIBITS**




EXHIBIT
                A
            -
            FORM
                OF DISBURSEMENT APPLICATION




EXHIBIT
                B
            -
            FORM
                OF CERTIFICATE OF INCUMBENCY AND
                AUTHORITY




EXHIBIT
                C
            -
            FORM
                OF LETTER TO AUDITORS




ii




EXHIBIT
                D
            -
            LIST
                OF SUBSIDIARIES




EXHIBIT
                E
            -
            PROJECT




EXHIBIT
                F
            -
            LICENCES




EXHIBIT
                G
            -
            REPORT
                ON ENVIRONMENTAL MATTERS AND SOCIAL
                MATTERS


iii


**LOAN
      AGREEMENT**





**LOAN
      AGREEMENT** (this
      “Agreement”) **** dated
      July 21, 2006 between **CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.** a
      company incorporated and existing under the laws of Bermuda (the "Borrower"),
      and the **EUROPEAN
      BANK FOR RECONSTRUCTION AND DEVELOPMENT,** an
      international organisation formed by treaty ("EBRD").





**ARTICLE
      I - DEFINITIONS**





**Section
                1.01.**
            **Definitions**





Wherever
      used in this Agreement (including the Exhibits and any Schedules), unless the
      context otherwise requires, the following terms have the following
      meanings:





"A
                Loan"
            means
                the maximum principal amount of the loan provided for in Section
                3.01(1)
                or, as the context may require, the principal amount thereof from
                time to
                time outstanding.





"Auditors"
            means
                such firm of independent accountants as the Borrower may from time
                to time
                appoint as its auditors in accordance with Section
                5.06.





"Authorisation"
            any
                consent, registration, filing, agreement, notarisation, certificate,
                licence, approval, permit, authority or exemption from, by or with
                any
                Governmental Authority, whether given or with-held by express action
                or
                deemed given or withheld by failure to act within any specified time
                period and all corporate, creditors' and shareholders' approvals
                or
                consents.





"Available
                Amount"
            means,
                as of any date, an amount determined by EBRD to
                be:




(a) the
        Commitment as of such date; less
 
 (b) the
        aggregate principal amount of all Disbursements scheduled to be outstanding
        on
        such date (other than a Disbursement proposed to be made on such date and
        other
        than an existing Disbursement which is scheduled, in accordance with Section
        3.07(a), to be repaid on such date to the extent that the proceeds of a
        Disbursement proposed to be made on such date will be applied to repay such
        existing Disbursement in accordance with Section 3.07(b)).




1


"B
                Loan"
            means
                the maximum principal amount of the loan provided for in Section
                3.01(2)
                or, as the context may require, the principal amount thereof from
                time to
                time outstanding.





"Budget"
            means,
                in relation to any Financial Year, the forecast consolidated results
                for
                the Group (including balance sheets, profit and loss, cash flows,
                Segment
                Net Revenues and Segment EBITDA), together with the summary economic,
                market and financial assumptions and financial results, including
                expenditures on the Project, in respect
                thereof.





"Business
                Day"
            means
                a day (other than a Saturday or Sunday) on which commercial banks
                are open
                for the transaction of general business (including dealings in foreign
                exchange and foreign currency deposits) in London, England and which
                is a
                TARGET Day.





"Business
                Plan"
            means
                the Borrower's business plan, in the form of a computer model with
                formulae sent to EBRD by electronic mail on 11 January 2006,
                comprising (1) summary economic, market and financial assumptions
                and
                financial results, including expenditures on the Project, segmented
                by
                each of the current Countries of Operation, and (2) consolidated
                financial
                results for the Group, in each case showing actual results for 2004
                consistent with the Borrower's audited financial statements and 10-K
                Forms
                required to be filed with the Commission, together with forecasts
                for each
                of the following Financial Years up to 2011, as updated or amended
                in
                accordance with Section 5.03.





“Change
                of Control”
            shall
                have the meaning ascribed to it in the
                Indenture.





“Change
      of Control


Triggering
                Event”
            shall
                have the meaning ascribed to it in the
                Indenture.





"Charter"
            means,
                in respect of any company, corporation, partnership, enterprise or
                other
                entity, its charter, founding act, articles or certificate of
                incorporation and byelaws, memorandum and/or articles of association,
                statutes or similar instrument, as applicable, as may be amended
                from time
                to time.





“Commission”
            shall
                have the meaning ascribed to it in the
                Indenture.


2


"Commitment"
            means,
                for each period set forth in Schedule 1, the amount set forth in
                Schedule
                1 opposite such period, which amount is the maximum principal amount
                of
                the Loan during such period hereunder, to the extent that such amount
                has
                not been cancelled pursuant to Section
                3.03.





"Commitment
                Period"
            means
                the period commencing on the date of this Agreement and terminating
                on the
                earlier of the Final Maturity Date and the date the obligation of
                EBRD to
                make Disbursements hereunder terminates in accordance with the terms
                of
                this Agreement.





"Contract
                Assignment"
            means
                the security assignment pursuant to which the Borrower and CME Media
                Enterprises B.V. grant to EBRD a security interest in all of their
                rights,
                interests and benefits under the Framework Agreement and any performance
                bonds, warranties, guarantees and undertakings issued thereunder
                in favour
                of the Borrower or CME Media Enterprises B.V., together with the
                notices
                and acknowledgements and consents in the forms attached thereto,
                which
                instrument shall be in the Agreed
                Form.





"Country
                of Operation"
            means
                each of Croatia, Czech Republic, Romania, Slovak Republic, Ukraine
                and
                Slovenia, together with any of Poland, Hungary, Serbia, Bulgaria
                and
                Russia in which any member of the Group shall have any business operations
                from time to time (together, the “Countries of
                Operation”).





“Czech
                Loans”
            means
                the Loan Agreement No. 2644/05/LCD dated 27 October,2005, entered into by and between Česká spořitelna, a.s., as lender and
                CET 21 spol. s r.o., as borrower and the Loan Agreement No. 2645/05/LCD
                dated 27 October, 2005, entered into by and between Česká spořitelna,
                a.s., as lender and CET 21 spol. s r.o., and Česká produkčnί
                2000, a.s., as joint borrowers, as each such agreement may be amended
                from
                time to time and any renewals or refinancings
                thereof.





"Default"
            means
                any Event of Default or any event which, with the giving of notice,
                the
                passage of time or the making of any determination, or any combination
                thereof, would become an Event of
                Default.





"Default
                Interest Period"
            means,
                with respect to any amount overdue under this Agreement, a period
                commencing on the day on which such payment becomes due or, as the
                case
                may be, on the last day of the previous Default Interest Period with
                respect to such overdue amount, and ending on a Business Day selected
                by
                EBRD.


3


"Disbursement"
            means
                the disbursement of any portion of the Loan from time to time pursuant
                to
                Section 3.02 or, as the context may require, the principal amount
                thereof
                from time to time outstanding.





"Dollars"
                , "USD" or "$"
            means
                the lawful currency of the United States of
                America.





"Environmental
                Matter"
            means:




(a) the
        pollution or protection of the environment;
 
 (b) harm
        to
        or the protection of human health;
 
 (c) health
        and safety of the workplace; or
 
 (d) any
        emission or substance capable of causing harm to any living organism or the
        environment.




"Euro",
                "EUR" or "€"
            means
                the lawful currency of the member states of the European Union that
                adopt
                the single currency in accordance with the Treaty Establishing the
                European Community, as amended by the Treaty on European Union and
                the
                Treaty of Amsterdam.





"Event
                of Default"
            means
                any one of the events or occurrences specified in Section
                7.01.





“Final
                Maturity Date”
            means
                10 May 2011.





"Financial
                Statements"
            means
                the consolidated financial statements (including balance sheet, income
                statement, statement of changes in equity, cash flow statement and
                notes,
                comprising a summary of significant accounting policies and other
                explanatory notes) of the Borrower and its Subsidiaries prepared
                in
                accordance with Generally Accepted Accounting Principles.





"Financial
                Year"
            means
                the period commencing each year on 1 January and ending on the following
                31 December, or such other period as the Borrower may from time to
                time
                designate as the accounting year of the
                Borrower.





"Financing
                Agreements"
            means:




(a) this
        Agreement,
 
 (b) the
        Participation Agreement,
 
 (c) the
        Subsidiary Guarantees,
  4
  (d) the
        Share
        Pledges,
 
 (e) the
        Contract Assignment,
 
 (f) the
        Intercreditor Agreement,
 
 (g) the
        Disbursement applications referred to in Section 3.02, and
 
 (h) any
        other
        agreements entered into between the Borrower or any of its Subsidiaries and
        EBRD
        and notices, certificates and applications issued by the Borrower or any
        of its
        Subsidiaries to EBRD in each case in connection with this Agreement or the
        transactions contemplated by this Agreement.


“Framework
                Agreement”
            means
                the agreement dated 13 December 2004 between the Borrower, CME Media
                Enterprises B.V. and PPF (Cyprus) Ltd. (as
                amended).





"Generally
      Accepted


Accounting
                Principles"
            means
                accounting principles generally accepted in the United States of
                America
                as in effect from time to time and consistently
                applied.





"Governmental
                Authority"
            means
                the government of any country, or of any political subdivision thereof,
                whether state, regional or local, and any agency, authority, branch,
                department, regulatory body, court, central bank or other entity
                exercising executive, legislative, judicial, taxing, regulatory or
                administrative powers or functions of or pertaining to government
                or any
                subdivision thereof (including any supra-national bodies), and all
                officials, agents and





representatives
      of each of the foregoing.





“Group”
            means
                the Borrower and its Subsidiaries.





“Incur”
            shall
                have the meaning ascribed to it in the
                Indenture.





“Indebtedness”
            shall
                have the meaning ascribed to it in the
                Indenture.





“Indenture”
            means
                the indenture dated 5 May 2005, between the Borrower, the Subsidiary
                Guarantors, JPMorgan Chase Bank, N.A., London Branch (as Trustee,
                Transfer
                Agent, Principal Paying Agent and Security Trustee) and J.P. Morgan
                Bank
                Luxembourg S.A. (as Registrar and Luxembourg Transfer and Paying
                Agent)
                providing for the creation and issuance of the
                Notes.


5


"Interbank
                Rate"
            means,
                for each Interest Period, the offered rate per annum for deposits
                in the
                Loan Currency which appears on the Reference Page as of 11:00 a.m.,
                Brussels time, on the relevant Interest Determination Date for the
                period
                which is closest to the duration of such Interest Period (or, if
                two
                periods are equally close to the duration of such Interest Period,
                the
                average of the two relevant rates); provided
                that:





(a) if,
      for
      any reason, the Interbank Rate cannot be determined at such time by reference
      to
      the Reference Page, the Interbank Rate for such Interest Period shall be the
      rate per annum which EBRD determines to be the arithmetic mean (rounded upward,
      if necessary, to the nearest 1/16%) of the offered rates per annum for deposits
      in the Loan Currency in an amount comparable to the portion of the Loan
      scheduled to be outstanding during such Interest Period for a period equal
      to
      such Interest Period which are advised to EBRD by three major banks active
      in
      the Euro-zone interbank market selected by EBRD; and





(b) if
      EBRD
      determines that deposits in the Loan Currency are not being offered in the
      Euro-zone interbank market in such amounts or for such period, the Interbank
      Rate for such Interest Period shall be the cost to EBRD (expressed as a rate
      per
      annum) of funding the portion of the Loan scheduled to be outstanding during
      such Interest Period from whatever sources it selects.


"Intercreditor
 Agreement"
              means
                  the intercreditor agreement to be entered into between EBRD, the
                  Security
                  Trustee, the Borrower and the Subsidiary Guarantors providing for,*inter
                  alia*,
                  sharing of the Security and any other security interest created
                  in favour
                  of EBRD and the Security Trustee to secure any amounts owing by
                  the
                  Borrower, which agreement shall be in the Agreed
                  Form.





"Interest
 Determination
                  Date"
              means,
                  for any Interest Period, the date two Business Days prior to the
                  first day
                  of such Interest Period.





"Interest
                Payment Date"
            means
                any day which is 10 February, 10 May, 10 August or 10 November in
                any
                year; provided, however, that, if any Interest Payment Date would
                otherwise fall on a day which is not a Business Day, such Interest
                Payment
                Date shall be changed to the next succeeding Business
                Day.


6


"Interest
                Period"
            means,
                for any Disbursement, the period commencing on the date of such
                Disbursement and ending on the next Interest Payment Date and each
                period
                of three months thereafter commencing on an Interest Payment Date
                and
                ending on the next Interest Payment Date; provided that, if such
                Disbursement is made less than 15 Business Days prior to the next
                Interest
                Payment Date, the first Interest Period for such Disbursement shall
                commence on the date of such Disbursement and end on the Interest
                Payment
                Date following the next Interest Payment Date except where such Interest
                Period would thereupon end after the last day of one of the periods
                set
                forth in Schedule 1 whereupon it shall nevertheless end on the last
                day of
                such period.





“Leverage
                Ratio”
            shall
                have the meaning ascribed to it in the
                Indenture.





"Licences"
            means
                the licences listed in Exhibit F, as may be renewed, extended or
                superseded from time to time.





"Lien"
            shall
                have the meaning ascribed to it in the
                Indenture.





"Loan"
            means
                collectively, the A Loan and the B Loan or, as the context may require,
                the principal amount thereof from time to time
                outstanding.





"Loan
                Currency"
            means
                the currency in which the Loan is denominated as set forth in Section
                3.01.





"Long-term
                Debt"
            means,
                as of any date, any Indebtedness of the Borrower all or part of which,
                or
                the final payment of which, is due after the Final Maturity Date
                but
                which, for the avoidance of doubt, excludes Indebtedness which constitutes
                a refinancing of any or all of the
                Notes.





"Margin"
            means
                2.75% per annum.





"Material
                Adverse Effect"
            means
                a material adverse effect on:





(a) the
      ability of the Borrower or any Subsidiary Guarantor to perform or comply with
      any of their respective obligations under any Financing Agreement or Charter
      (as
      the case may be) or of any relevant member of the Group to comply with any
      obligations under any Licence;





(b) the
      rights and remedies of EBRD in respect of any Security;


7


(c) the
      legality, validity, enforceability and binding nature of any Financing
      Agreement, Licence or (in the case of the Borrower and the Subsidiary
      Guarantors) Charter or the legal rights, remedies and priorities of EBRD under
      any of the Financing Agreements; or





(d) the
      business, operations, financial condition or prospects of the Borrower, any
      Subsidiary Guarantor or the Group as a whole.





“Notes”
            means
                the €245,000,000 fixed rate notes and the €125,000,000 floating rate notes
                created and issued by the Borrower under the Indenture, together
                with any
                additional notes created and issued
                thereunder.





"Operational
                Documents"
            means:





(a) the
      Licences;





(b) the
      Charters of the Borrower and the Subsidiary Guarantors; and





(c) the
      Framework Agreement.





"Participant"
            meansa
                person from whom EBRD receives a formal commitment to acquire a
                Participation through the execution of, or the accession to, the
                Participation Agreement.





"Participation"
            means
                a participation in the Loan or, as the context may require, in a
                Disbursement.





“Participation
                Agreement”
            means
                the agreement to be entered into between EBRD and each Participant
                in
                relation to each Participation.





"Permitted
                Liens"
            shall
                have the meaning ascribed to it in the
                Indenture.





"Project"
            means,
                collectively, the proposed projects and operations of any member
                of the
                Group as more specifically set out in Exhibit E and shall also mean
                any
                individual project as set out in Exhibit E where the context so
                requires.





"Reference
                Page"
            means
                the display of Euro-zone interbank offered rates for deposits in
                the Loan
                Currency designated as page EURIBOR01 on Reuters Services (or such
                other
                page as may replace page EURIBOR01 on Reuters Services for the purpose
                of
                displaying Euro-zone interbank offered rates for deposits in the
                Loan
                Currency).





“Regulation
                S”
            shall
                have the meaning ascribed to it in the
                Indenture.


8


"Renewal
                Disbursement"
            means
                a Disbursement which is used exclusively for the purpose of repaying
                all
                or part of one or more outstanding Disbursements and, after application
                of
                the proceeds thereof, results in no net increase in the aggregate
                principal amount of Disbursements then
                outstanding.





“Restricted
                Subsidiary”
            shall
                have the meaning ascribed to it in the
                Indenture.





"Security"
            means
                the security created, expressed to be created or agreed to be created
                pursuant to any of the Security Documents to secure all amounts owing
                to
                EBRD underthe
                Financing Agreements.





"Security
                Documents"
            means:





(a) the
      Share
      Pledges,





(b) the
      Contract Assignment, and





(c) any
      other
      instrument or document entered or to be entered into as security for all amounts
      owing to EBRD under the Financing Agreements.





“Security
                Trustee”
            means
                JPMorgan Chase Bank, N.A., London Branch as Security Trustee under
                the
                Indenture.





"Segment
                EBITDA"
            means,
                in relation to each of the Countries of Operation from time to time,
                net
                income (loss), before interest, taxes, depreciation, other income
                and
                foreign exchange gains or losses and amortisation of intangible assets,
                as
                determined for the purposes of the Borrower's Form 10-K filed annually
                with the Commission.





"Segment
                Net Revenue"
            means,
                in relation to each of the Countries of Operation from time to time,
                the
                net sales revenue as determined under Generally Accepted Accounting
                Principles.





"Share
                Pledge"
            means
                each pledge in favour of EBRD over the shares of Central European
                Media
                Enterprises N.V. and CME Media Enterprises B.V. respectively, in
                the
                Agreed Form (together the “Share
                Pledges”).





"Significant
                Subsidiary"
            shall
                have the meaning ascribed to it in the
                Indenture.





"Social
                Matter"
            means:





(a) labour
      standards and employment conditions as regulated by applicable law;





(b) the
      impact on persons of resettlement or land acquisition;


9


(c) the
      impact on indigenous peoples and other vulnerable groups;





(d) the
      impact on objects of cultural heritage including archaeological artefacts and
      sites; or





(e) public
      consultation and disclosure, including grievances from members of the public
      notified to the Borrower.





"Subsidiary"
            means,
                with respect to any entity, any other entity over 50% of whose capital
                is
                owned, directly or indirectly, by such entity or which is otherwise
                effectively controlled by such
                entity.





“Subsidiary
                Guarantee”
            means
                a guarantee of all amounts owing to EBRD by the Borrower under the
                Financing Agreements, as applicable, each such guarantee to be entered
                into by a Subsidiary Guarantor in favour of EBRD in the Agreed Form
                (together, the “Subsidiary
                Guarantees”).





“Subsidiary
                Guarantor”
            means
                each of Central European Media Enterprises N.V. and CME Media Enterprises
                B.V. (together, the “Subsidiary Guarantors”).





"Successor
                Guarantor"
            means
                the resulting, surviving or transferee Person so referenced in Section
                4.18(d)(1) of the Indenture.





"TARGET
                Day"
            means
                any day on which the Trans-European Automated Real-time Gross Settlement
                Payment System (TARGET) is open for the settlement of payments in
                Euro.





"Tax"
                or "Taxes"
            means
                any tax, royalty, stamp or other duty, assessment, levy, charge,
                value
                added tax, or impost of any nature whatsoever (including any related
                penalty or interest) imposed under any law.





“Trustee”
            means
                JPMorgan Chase Bank, N.A., London Branch as Trustee under the Indenture
                or
                any successor appointed in accordance with the terms
                thereof.





“TV
      Nova
      Group


Agreement”
            means
                the agreement dated 2 May 2005 between the Borrower, CME Media Enterprises
                B.V., PPF (Cyprus) Ltd., CME Media Services s.r.o. (f/k/a PGT Corporation
                s.r.o.) and CME Media Investments s.r.o.





“TV
                Nova Licence”
            means
                the licence no. 001/93 granted to CET 21, s.r.o. by the Council for
                Radio
                and Television Broadcasting of the Czech
                Republic.


10




**Section
                  1.02.**
              **Interpretation**
  (a)In
      this
      Agreement, unless the context otherwise requires, words denoting the singular
      include the plural and vice versa.





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





(c) In
      this
      Agreement, a reference (i) to an amendment or to an agreement being amended
      includes a supplement, variation, assignment, novation, restatement or
      re-enactment, and (ii) to an agreement shall be construed as a reference to
      such
      agreement as it may be amended from time to time.





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





(e) In
      this
      Agreement, "control" (including, with correlative meanings, the terms
      "controlled by" and "under common control with"), as used with respect to any
      person, means the possession, directly or indirectly, of the power to direct
      or
      cause the direction of the management and policies of such person, whether
      through the ownership of voting shares, by contract or otherwise.





(f) In
      this
      Agreement, a Default is outstanding or continuing until it has been remedied
      or
      waived by EBRD in writing.





(g) In
      this
      Agreement, a reference to a document being "in the Agreed Form" means that
      the
      form of such document has been agreed by the parties hereto and that a copy
      thereof has been initialled for the purpose of identification by EBRD and the
      Borrower.





(h) In
      this
      Agreement, any reference to "law" means any law (including, any common or
      customary law) and any treaty, constitution, statute, legislation, decree,
      normative act, rule, regulation, judgement, order, writ, injunction,
      determination, award or other legislative or administrative measure or judicial
      or arbitral decision in any jurisdiction which has the force of law or the
      compliance with which is in accordance with general practice in such
      jurisdiction.





(i) In
      this
      Agreement, any reference to a provision of law, is a reference to that provision
      as from time to time amended or re-enacted.





(j) In
      this
      Agreement, a reference to a "person" includes any person, natural or juridical
      entity, firm, company, corporation, government, state or agency of a state
      or
      any association, trust or partnership (whether or not having separate legal
      personality) or two or more of the foregoing and references to a "person"
      include its successors in title, permitted transferees and permitted assigns.





(k) In
      this
      Agreement, "Euro-zone" is a reference to the region comprised of the member
      states of the European Union that adopt the single currency in accordance with
      the Treaty Establishing the European Community, as amended by the Treaty on
      European Union and the Treaty of Amsterdam.


11


(l) In
      this
      Agreement, "including" and "include" shall be deemed to be followed by "without
      limitation" where not so followed.





**ARTICLE
      II - REPRESENTATIONS AND WARRANTIES**





**Section
                2.01.**
            **Representations
                Regarding the Project**





The
      Borrower represents and warrants as follows:





(a) **Project
      Description.**





(1) The
      Project conforms in all material respects with Exhibit E as furnished by the
      Borrower to EBRD (subject to any modifications to which EBRD may agree in
      writing).





(2) As
      of the
      date of this Agreement, to the extent that any information contained in the
      Business Plan relates to financial forecasts or projections of future events,
      such forecasts and projections have been prepared in good faith, giving due
      and
      careful consideration to all relevant factors and based on assumptions that
      were
      reasonable at the time that such forecasts and projections were prepared, and
      there has been nothing since the date such forecasts and projections were
      prepared to the date of this Agreement that would make them unreasonable, save
      for the revised forecasts relating to Croatia delivered to EBRD on July 20,
      2006.





(b) **Estimated
      Project Costs.** As of
      the date of this Agreement, the total estimated cost of the Project is
      approximately as set out in Exhibit E.





**Section
                2.02.**
            **Representations
                Regarding the Borrower**





The
      Borrower represents and warrants as follows:





(a) **Incorporation.** The
      Borrower is a company duly incorporated, validly existing, and, if applicable,
      in good standing under the laws of Bermuda and registered, to the extent
      required in accordance with applicable law, with all relevant registration
      bodies in any jurisdiction in which it carries on business or owns assets and
      has full power to own the properties which it owns or will have full power
      to
      own the properties it will own for the purposes of the Project and to carry
      out
      the businesses which it carries out or will carry out for the purposes of the
      Project.





(b) **Corporate
      Structure.** The
      information in the list of Subsidiaries contained in Exhibit D is true, complete
      and correct as at the date of this Agreement, and the Borrower has no
      Subsidiaries other than as specified therein as at the date hereof.





(c) **Subsidiaries.** Each
      of
      the Significant Subsidiaries and each other Subsidiary to which the Project
      relates is duly organised, validly existing, and, if applicable, in good
      standing under the laws of the jurisdiction in which it is organised and
      registered, to the extent required in accordance with applicable law, with
      all
      relevant registration bodies in any jurisdiction in which it carries on business
      or owns assets and has full power to own the properties which it owns or will
      have full power to own the properties it will own for the purposes of the
      Project and to carry out the businesses which it carries out or will carry
      out
      for the purposes of the Project.


12


(d) **Directors
      and Officers.** As of
      the date of this Agreement, the Chief Executive Officer of the Borrower is
      Michael Garin, the President and Chief Operating Officer of the Borrower is
      Robert E. Burke and the Chief Financial Officer of the Borrower is Wallace
      Macmillan.





(e) **Restricted
      Subsidiaries.** As at
      the date of this Agreement all Subsidiaries of the Borrower are Restricted
      Subsidiaries.





(f) **Financial
      Statements.** The
      consolidated balance sheet of the Borrower and its Subsidiaries as at 31
      December, 2005 (as set out in Form 10-K filed by the Borrower with the
      Commission on 2 March, 2006, as amended by the Form 10-K/A filed by the Borrower
      with the Commission on 15 March, 2006) and the related consolidated income
      statement, statement of changes in equity, cash flow statement and notes,
      comprising a summary of significant accounting policies and other explanatory
      notes of the Borrower and its Subsidiaries for the Financial Year ending on
      that
      date, certified by the Auditors, present fairly the consolidated financial
      position, financial performance and cash flows of the Borrower and its
      Subsidiaries as of the date of such balance sheet and for the period covered
      by
      such income statement, statement of changes in equity and cash flow statement
      and were prepared in accordance with Generally Accepted Accounting Principles.
      The Borrower had, as of the date of such balance sheet, no material contingent
      obligations, liabilities for Taxes or unusual forward or long term commitments
      not disclosed by, or reserved against in, such balance sheet or the notes
      thereto. Since 4 May, 2006 (being the date of filing of the most recent Form
      10-Q by the Borrower with the Commission) and up until the date of this
      Agreement, the Borrower has not suffered any Material Adverse Effect, incurred
      any substantial or unusual loss or liability or undertaken or agreed to
      undertake any substantial or unusual obligation.





(g) **Title
      to Assets.** The
      Borrower and each of its Restricted Subsidiaries owns and has good and
      marketable title to all of the assets with a book value in excess of the
      equivalent of €1,000,000 each, the ownership of which is reflected in its most
      recent balance sheet referred to in Section 2.02(f) or which are necessary
      for
      the implementation of the Project or which are referred to in the Security
      Documents, except for those assets (if any) which are held under lease or for
      which the Borrower or such Restricted Subsidiary has permanent or exclusive
      use
      rights. Such assets are free from any restrictions or covenants which would
      be
      reasonably likely to have a Material Adverse Effect. Such assets are not subject
      to any Lien, and neither the Borrower nor any of its Restricted Subsidiaries
      is
      subject to any contract, arrangement or law, whether conditional or
      unconditional, pursuant to which any Lien on its assets may be created, except
      for Permitted Liens or otherwise as permitted under this
      Agreement.


13


(h) **Material
      Contracts.** As of
      the date of this Agreement, neither the Borrower nor any of its Restricted
      Subsidiaries is a party to, or committed to enter into, any agreement, other
      than such agreements as have been disclosed by the Borrower in a report filed
      with the Commission, that would be reasonably likely to affect the judgement
      of
      a prospective lender considering whether to enter into this Agreement and lend
      to the Borrower.





(i) **Compliance
      with Law.** The
      Borrower and each of its Subsidiaries is in compliance in all material respects
      with all laws applicable to it and presently in effect. To the Borrower's
      knowledge, no law is in effect which may reasonably be expected to have a
      Material Adverse Effect. All tax returns and reports of the Borrower and each
      of
      the Subsidiary Guarantors and Significant Subsidiaries required by law to be
      filed have been duly filed and all Taxes upon the Borrower and each of the
      Subsidiary Guarantors and Significant Subsidiaries, their respective properties
      and income, which are due and payable, have been paid, other than those
      currently payable without penalty or interest or those being contested in good
      faith and by proper proceedings and/or as to which adequate reserves have been
      set aside for the payment thereof. The Borrower and each of its Subsidiaries
      are
      in compliance with all applicable laws concerning money laundering. Neither
      the
      Borrower nor any of its Subsidiaries nor any of their respective officers,
      directors or authorised employees, agents or representatives has:





(1) paid,
      promised to pay or offered to pay, or authorised the payment of, any commission,
      bribe, pay-off or kickback related to the Project that violates any applicable
      law or entered into any agreement pursuant to which any such commission, bribe,
      pay-off or kickback may or will at any time be paid; or





(2) offered
      or given any thing of value to influence the action of a public official, or
      threatened injury to person, property or reputation, in connection with the
      Project in order to obtain or retain business or other improper advantage in
      the
      conduct of business.





(j) **No
      Default.** None
      of
      the Borrower, the Subsidiary Guarantors or the Significant Subsidiaries are
      in
      default under any material agreement or instrument which is binding on it (other
      than intra-Group agreements) or by which it or any of its properties or assets
      is bound and there exists no Default.





(k) **Environmental
      and Social Compliance.** The
      Borrower and each of its Subsidiaries and their respective businesses,
      operations, assets, equipment, property, leaseholds and other facilities are
      in
      material compliance with the provisions of all applicable laws relating to
      Environmental Matters and Social Matters. Each of the Borrower and its
      Subsidiaries has been issued all required Authorisations relating to, and has
      received no complaint, order, directive, claim, citation or notice from any
      Governmental Authority or other person with respect to, air emissions,
      discharges to surface water or ground water, noise emissions, solid or liquid
      waste disposal, the use, generation, storage, transportation or disposal of
      toxic or hazardous substances or wastes, health and safety, employment
      conditions, the protection of indigenous peoples, cultural property,
      resettlement of persons or any other Environmental Matter or Social
      Matter.


14


(l) **Litigation.** Other
      than as disclosed in the Borrower’s most recent report on Form 10-K or Form 10-Q
      (as applicable) filed with the Commission, neither the Borrower nor any of
      its
      Restricted Subsidiaries is engaged in, or, to the best of its knowledge,
      threatened by, any litigation, arbitration or administrative proceeding, the
      outcome of which would reasonably be expected to have a Material Adverse
      Effect.





**Section
                2.03.**
            **Representations
                Regarding the Agreements**





The
      Borrower represents and warrants as follows:





(a) **Corporate
      Power.** Each of
      the Borrower and its Subsidiaries has the corporate power to enter into (or,
      in
      the case of the Licences, be granted), and perform its obligations under, each
      Financing Agreement and Operational Document to which it is a party (or, in
      the
      case of the Licences, which has been granted).





(b) **Due
      Authorisation; Enforceability; No Conflict.** The
      Financing Agreements to which the Borrower and each Subsidiary Guarantor is
      respectively a party have been duly authorised by each such party. This
      Agreement has been duly executed by the Borrower and this Agreement constitutes,
      and the other Financing Agreements when executed and delivered by the Borrower
      and each Subsidiary Guarantor, as applicable, will constitute, valid and legally
      binding obligations of each such party, enforceable in accordance with their
      respective terms. The entering into of the Financing Agreements and the
      compliance with the terms thereof by the Borrower and each Subsidiary Guarantor,
      as applicable:





(1) will
      not
      result in violation of such party’s Charter, the Licences or any provision
      contained in any law applicable to such party;





(2) will
      not
      conflict with or result in the breach of any provision of, or require any
      consent under, or result in the imposition of any Lien under, any agreement
      or
      instrument to which the Borrower or any Subsidiary Guarantor is a party or
      by
      which the Borrower, any Subsidiary Guarantor or any of their respective assets
      is bound; and





(3) will
      not
      constitute a default or an event which, with the giving of notice, the passage
      of time or the making of any determination (or any combination thereof), would
      constitute a default under any such agreement or instrument.





(c) **Governmental
      Authorisations.** No
      Authorisations from any Governmental Authority are required for the due
      execution, delivery or performance by the Borrower or the Subsidiary Guarantors
      of any Financing Agreement, or the validity or enforceability thereof, or
      (except for the Licences and other Authorisations required for broadcasting
      by
      the relevant Subsidiaries and for other Authorisations already obtained prior
      to
      the date hereof) for the carrying on of the business of the Borrower, the
      Subsidiary Guarantors and the Significant Subsidiaries as it is carried on
      or is
      contemplated to be carried on.





(d) **Pari
      Passu**  **Ranking.** The
      Borrower’s payment obligations under the Financing Agreements rank at least pari
      passu with claims of all of its other creditors, except for claims mandatorily
      preferred by laws applicable to companies generally.


15


(e) **Security.** Subject
      to (i) registration at Companies Registry of Bermuda of the Share Pledge over
      the shares of Central European Media Enterprises N.V. and the Contract
      Assignment, (ii) registration at Companies House UK of the Contract Assignment,
      and (iii) service of a notice of assignment in respect of the Contract
      Assignment (substantially in the form of Schedule 1 thereto), each Security
      Document will, when executed and delivered, constitute a valid and perfected
      (or
      have the analogous effect to being perfected under applicable law) security
      interest in the collateral covered by such Security Document, securing payment
      of all principal, interest and other amounts payable to EBRD under the Financing
      Agreements. Except for the security interests granted to the Security Trustee
      pursuant to the terms of the Indenture, there is no other security agreement
      or
      instrument creating or purporting to create a Lien on the collateral secured
      by
      the Security Documents. The Security is not subject to avoidance on liquidation
      of the Borrower or Central European Media Enterprises N.V. or in bankruptcy,
      composition or other insolvency proceedings relating to the Borrower or Central
      European Media Enterprises N.V.





(f) **Operational
      Documents.**





(1)
            As
                at the date of this Agreement, the Operational Documents are in full
                force
                and effect without modification from the forms provided to EBRD under
                Section 4.01(b).





(2)
            The
                Group has all broadcasting licences necessary to operate its business
                as
                currently conducted and, as at the date of this Agreement, the Licences
                constitute all of the material broadcasting licences held by members
                of
                the Group.





(3)
            All
                of the Licences are in full force and effect and the grantee of each
                Licence is in compliance in all material respects with all provisions
                thereof.





(4)
            None
                of the Licences are the subject of any actual, pending or threatened,
                challenge or revocation.





(5)
            There
                has occurred no breach, and no event which with the giving of notice,
                the
                passage of time or the making of any determination, or any combination
                thereof, would constitute a breach, of the Framework
                Agreement.





(g) **Indenture.** As at
      the date of this Agreement, the Indenture is in full force and effect without
      modification from the form provided to EBRD pursuant to Section 4.01(d).





(h) **TV
      Nova Group Agreement.** As at
      the date of this Agreement, the TV Nova Group Agreement is no longer in effect
      and there are no outstanding rights and/or obligations of any party thereunder
      remaining to be performed.





(i) **Taxes.** There is
      no Tax of any Governmental Authority to be imposed on or by virtue of the
      execution, delivery or performance of any Financing Agreement or necessary
      to
      ensure the legality, validity, enforceability or admissibility in evidence
      thereof in Bermuda, the Netherlands, the Netherlands Antilles and England.


16


**Section
                2.04.**
            **Acknowledgement
                and Repetition******





(a) The
      Borrower acknowledges that it has made the representations and warranties
      contained in Sections 2.01, 2.02 and 2.03 with the intention of inducing EBRD
      to
      enter into this Agreement and that EBRD has entered into this Agreement on
      the
      basis of, and in full reliance on, each of such representations and warranties.
      The Borrower warrants, as of the date of this Agreement, that it has no
      knowledge of any additional facts or matters the omission of which makes any
      of
      such representations and warranties misleading or which would or might
      reasonably be expected to affect the judgement of a prospective lender regarding
      lending to the Borrower.





(b) Any
      representation or warranty given hereunder which specifies that such
      representation and warranty is provided hereunder "as of the date of this
      Agreement" shall only be given on the date of this Agreement and shall not
      be
      deemed to be repeated hereafter in connection with any Disbursement made
      pursuant to this Agreement. In respect of all other representations and
      warranties provided in this Article II, such representations and warranties
      shall be deemed to be repeated on submission of each Disbursement request,
      on
      each Disbursement date and on each Interest Payment Date.






**ARTICLE
      III - LOAN**





**Section
                3.01.**
            **Amount
                and Currency**





On
      and
      subject to the terms and conditions of this Agreement, EBRD agrees to lend
      to
      the Borrower, on a revolving basis during the Commitment Period, a maximum
      aggregate principal amount not to exceed €100,000,000 consisting
      of:





(1) the
      A
      Loan in an amount not to exceed €50,000,000; and





(2) the
      B
      Loan in an amount not to exceed €50,000,000.





**Section
                3.02.**
            **Disbursement****s**





(a) Subject
      to Section 3.03 and Article IV, the Borrower may borrow and reborrow the
      Commitment which shall be disbursed by EBRD from time to time on any Business
      Day during the Commitment Period in one or more Disbursements upon request
      of
      the Borrower; provided that not more than 10 Disbursements (excluding Renewal
      Disbursements) may be made in any calendar year. The Borrower may request a
      Disbursement by submitting to EBRD a facsimile transmission followed by an
      original application for such Disbursement, in the form of Exhibit A and in
      substance satisfactory to EBRD, at least 10 Business Days prior to the proposed
      date of such Disbursement. Such application shall, unless EBRD otherwise agrees,
      be irrevocable and binding on the Borrower.





(b) Each
      Disbursement (other than a Disbursement of the entire undisbursed amount of
      the
      Loan) shall be made (i) in an amount not to exceed the Available Amount as
      at
      the date of such Disbursement, and (ii) in an amount of not less than €5,000,000
      and in integral multiples of €1,000,000.


17


**Section
      3.03.****Suspension
      and Cancellation**





(a) From
      time
      to time, EBRD may, by notice to the Borrower, suspend or cancel the right of
      the
      Borrower to all or any portion of any further Disbursements:





(1) if
      an
      Event of Default has occurred and is continuing; or





(2) if
      the
      Board of Governors of EBRD has decided in accordance with Article 8, paragraph
      3, of the Agreement Establishing the European Bank for Reconstruction and
      Development that access by any Country of Operation to EBRD resources should
      be
      suspended or otherwise modified; provided that in the event of a decision
      pursuant to this Section 3.03(a)(2), only further Disbursements to be applied
      to
      a Project in such Country of Operation shall be affected.





Upon
      the
      issuance of such notice by EBRD, the right of the Borrower to further
      Disbursements shall be suspended or cancelled as indicated in the notice. The
      exercise by EBRD of the right of suspension shall not preclude EBRD from
      exercising its right of cancellation as provided in this Section 3.03, either
      for the same or another reason, and shall not limit any other rights of EBRD
      under the Financing Agreements.





(b) The
      Borrower shall have the right at any time, on not less than 10 Business Days'
      notice to EBRD, to cancel in whole or in part the then unutilised portion of
      the
      Commitment; provided that:





(1)  the
      Borrower shall pay to EBRD on the date of cancellation all accrued commitment
      charges on the cancelled portion of the Commitment and all other amounts due
      and
      payable hereunder and a cancellation fee of 0.25% of the cancelled amount of
      the
      Commitment; and





(2)  in
      the
      case of a partial cancellation of the Commitment, such cancellation shall be
      in
      an amount of not less than €5,000,000 and in an integral multiple of €1,000,000
      and the Commitment shall be reduced by the amount of such cancellation during
      each of the remaining periods set forth in Schedule 1.





Any
      such
      notice of cancellation shall be irrevocable and binding on the Borrower. No
      portion of the Commitment which is cancelled by the Borrower may be
      reinstated.





(c) Any
      undisbursed amount of the Loan shall automatically be cancelled at the end
      of
      the Commitment Period.





**Section
                3.04.**
            **Charges,
                Commissions and Fees**





(a)The
      Borrower shall pay to EBRD during the Commitment Period a commitment
      charge:


18


(1) (i)
      from
      the date hereof until 10 May 2007, at the rate of 0.5% per annum on so much
      of
      the A Loan as has not, from time to time, been disbursed to the Borrower or
      cancelled, and (ii) in the case of an amount of the B Loan in respect of which
      EBRD receives a formal commitment from a Participant to acquire a Participation,
      from the date of such commitment as notified by EBRD to the Borrower until
      10
      May 2007, at the rate of 0.5% per annum on so much of the B Loan as has not,
      from time to time, been disbursed to the Borrower or cancelled;





(2) from
      11
      May 2007 until 10 May 2008, at the rate of 0.75% per annum on so much of the
      A
      Loan as had not, from time to time, been disbursed to the Borrower or cancelled
      and 0.75% per annum on so much of the B Loan as has not, from time to time,
      been
      disbursed to the Borrower or cancelled; and





(3) from
      11
      May 2008 until the Final Maturity Date, at the rate of 1% per annum on so much
      of the A Loan as has not, from time to time, been disbursed to the Borrower
      or
      cancelled and 1% per annum on so much of the B Loan as has not, from time to
      time, been disbursed to the Borrower or cancelled.





The
      commitment charge shall accrue from day to day and be calculated on the basis
      of
      the actual number of days elapsed in the relevant period and a 360-day year
      and
      shall be due and payable in arrears on each Interest Payment Date (even though
      no interest may be payable on such date).





(b) The
      Borrower shall pay to EBRD a front-end commission of (i) 1.75% of the A Loan,
      provided that this amount shall be inclusive of the appraisal fee duly paid
      in
      accordance with Section 3.04(c) below, and (ii) 1.75% of the B Loan. Such
      front-end commission on the A Loan shall be due and payable not later than
      the
      first Disbursement or seven Business Days after the date of this Agreement,
      whichever is earlier, and on the B Loan shall be due and payable not later
      than
      the first Disbursement or seven Business Days after the date EBRD receives
      a
      formal commitment from a Participant to acquire a Participation, whichever
      is
      earlier .





(c) It
      is
      acknowledged that the Borrower has paid to EBRD an appraisal fee in the amount
      of €100,000 prior to the date of this Agreement.





(d) The
      Borrower shall pay to EBRD during the term of this Agreement an annual loan
      administration fee in the amount of €10,000 per annum. Such loan administration
      fee shall be due and payable in advance, for the initial year, not later than
      the first Disbursement or seven Business Days after the date of this Agreement,
      whichever is earlier and, for each subsequent year, on the first Interest
      Payment Date following each anniversary of the date hereof. In the event that
      a
      Participant hereafter acquires a Participation, the Borrower shall pay to EBRD
      during the term of this Agreement an additional annual loan administration
      fee
      in the amount of €5,000 per annum for each such Participant. Such additional
      loan administration fee shall be due and payable in advance, for the initial
      year, within 30 days after receipt by the Borrower of notice from EBRD that
      such
      Participant has acquired such Participation and, for each subsequent year,
      on
      the first Interest Payment Date following each anniversary of the date on which
      such Participant acquired such Participation.


19


(e) Subject
      to Section 3.11(a), the charges, commissions and fees referred to in this
      Section 3.04 are exclusive of any Tax which might be chargeable in connection
      with such charges, commissions or fees. If any such Tax becomes chargeable,
      the
      Borrower shall pay such Tax to EBRD at the same time that the relevant charge,
      commission or fee becomes due and payable.





**Section
                3.05.**
            **Interest**





(a) Except
      as
      provided in Section 3.06, the Borrower shall pay interest on the principal
      amount of each Disbursement from time to time outstanding during each Interest
      Period for such Disbursement at a rate equal to the sum of the Margin and the
      Interbank Rate for such Interest Period.





(b) Interest
      shall:





(1) accrue
      from and including the first day of an Interest Period to but excluding the
      last
      day of such Interest Period;





(2) be
      calculated on the basis of the actual number of days elapsed and a 360-day
      year;
      and





(3) be
      due
      and payable on the Interest Payment Date which is the last day of the relevant
      Interest Period.





(c) On
      each
      Interest Determination Date, EBRD shall determine the interest rate applicable
      during the relevant Interest Period and promptly give notice thereof to the
      Borrower. Each determination by EBRD of the interest rate applicable to any
      portion of the Loan shall be final, conclusive and binding upon the Borrower
      unless shown by the Borrower to the satisfaction of EBRD that any such
      determination has involved manifest error.





**Section
                3.06.**
            **Default
                Interest**





(a) If
      the
      Borrower fails to pay when due any amount payable by it under this Agreement,
      the overdue amount shall bear interest at a rate equal to the sum
      of:





(1) 2.0%
      per
      annum;





(2) the
      Margin; and





(3) the
      interest rate per annum offered in the Euro-zone interbank market on the date
      two Business Days prior to the first day of the relevant Default Interest Period
      (or, at EBRD's option, on the first day of such Default Interest Period) for
      a
      deposit in the Loan Currency of an amount comparable to the overdue amount
      for a
      period equal to the relevant Default Interest Period or, if EBRD determines
      that
      deposits in the Loan Currency are not being offered in the Euro-zone interbank
      market in such amounts or for such period, the cost to EBRD (expressed as a
      rate
      per annum) of funding the overdue amount from whatever sources it
      selects.





(b) Default
      interest shall:





(1) accrue
      from day to day from the due date to the date of actual payment, after as well
      as before judgement, if any;




20





(2) be
      calculated on the basis of the actual number of days elapsed and a 360-day
      year;





(3) be
      compounded at the end of each Default Interest Period; and





(4) be
      due
      and payable forthwith upon demand.





(c) Each
      determination by EBRD of the interest rates applicable to overdue amounts and
      of
      Default Interest Periods shall be final, conclusive and binding upon the
      Borrower unless shown by the Borrower to the satisfaction of EBRD that any
      such
      determination has involved manifest error.





**Section
                3.07.**
            **Repayment**





The
      Borrower shall repay each Disbursement on the last day of the Interest Period
      for such Disbursement and, provided that the Borrower submits an application
      for
      Disbursement in accordance with the provisions of Section 3.02(a), the Borrower
      may refinance any maturing Disbursement with a Renewal Disbursement. Subject
      to
      the terms of this Agreement, amounts repaid during the Commitment Period may
      be
      reborrowed hereunder.





**Section
                3.08.**
            **Prepayment**





(a) The
      Borrower shall have the right at any time, on not less than 10 Business Days'
      prior notice to EBRD, to prepay all or any part of the principal amount of
      the
      Loan then outstanding; provided that:





(1) the
      Borrower shall pay to EBRD at the same time all accrued interest and other
      amounts payable on the principal amount of the Loan to be prepaid (including,
      in
      the case of any amount of the Loan prepaid other than on the last day of an
      Interest Period, all amounts payable in accordance with Section 3.12(a)) and
      all
      other amounts due and payable hereunder; and





(2) in
      the
      case of a partial prepayment, such prepayment shall be in an amount of not
      less
      than €5,000,000 and in an integral multiple of €1,000,000, shall be applied pro
      rata between the A Loan and the B Loan in proportion to the respective principal
      amounts thereof then outstanding.





Any
      such
      notice of prepayment by the Borrower shall be irrevocable and binding on the
      Borrower and, upon delivery of such notice, the Borrower shall be obligated
      to
      prepay the Loan in accordance with the terms thereof. Subject to the terms
      of
      this Agreement, amounts of the Loan prepaid by the Borrower under this Section
      3.08(a) may be reborrowed.





(b) If
      a
      Change of Control Triggering Event occurs, EBRD will have the right to require
      the Borrower to prepay all or any part (equal to €50,000 and any integral
      multiple of €1,000 in excess thereof) of the principal amount of the Loan then
      outstanding plus accrued and unpaid interest and other amounts payable to the
      date of repayment.


21


Within
      30
      days following any Change of Control Triggering Event, the Borrower will provide
      notice to EBRD stating:





(1)
            that
                a Change of Control Triggering Event has occurred and that EBRD has
                the
                right to require the Borrower to prepay all or any of the principal
                amount
                of the Loan then outstanding in accordance with this Section 3.08(b)
                plus
                accrued and unpaid interest and other amounts payable to the date
                of
                repayment;





(2)
            the
                prepayment date, which shall be no earlier than 30 days nor later
                than 60
                days from the date such notice is served (the “Change of Control Payment
                Date”); and





(3)
            the
                circumstances and relevant facts regarding the Change of Control.





If,
      not
      less than 10 days prior to the Change of Control Payment Date, EBRD shall have
      given notice to the Borrower that it requires a prepayment and the corresponding
      principal amount thereof, each in accordance with this Section 3.08(b) (a
“Change of Control Prepayment Notice”) , the Borrower shall pay to EBRD on the
      Change of Control Payment Date such principal amount plus accrued interest
      and
      other amounts payable in connection therewith as notified by EBRD to the
      Borrower. No amounts repaid pursuant to this Section 3.08(b) may be reborrowed
      and all undisbursed amounts of the Commitment shall forthwith automatically
      be
      cancelled on and from the date of the Change of Control Prepayment
      Notice.





(c) The
      provisions of Sections 6.06(b) and (c) shall govern any prepayment required
      to
      be made hereunder following an Asset Disposition (as defined in the
      Indenture).





(d) If
      the
      Borrower shall (whether voluntarily or involuntarily) make any prepayment,
      repurchase or early redemption of any Long-term Debt borrowed or raised after
      the date of this Agreement (referred to in this Section 3.08(d) as “New
      Long-term Debt”) or make any repayment of any New Long-term Debt pursuant to any
      provision of any agreement or note which provides directly or indirectly for
      acceleration of repayment in time or amount, then in any such case, if EBRD
      so
      requires by notice to the Borrower, there shall be a contemporaneous
      cancellation of a proportionate amount thereto of the Commitment. To the extent
      that such proportionate amount exceeds the Available Amount, the Borrower shall
      prepay such principal amount then outstanding of the Loan as is equal to such
      excess. No portion of the Commitment which is cancelled pursuant to this Section
      3.08(d) may be reinstated and no amounts repaid pursuant to this Section 3.08(d)
      may be reborrowed.





**Section
                3.09.**
            **Payments**





(a) All
      payments of principal, interest, charges, commissions, fees, expenses and any
      other amounts due to EBRD under this Agreement shall be made, without set-off
      or
      counterclaim, in the Loan Currency (or, in the case of costs and expenses of
      EBRD, in the currency in which such costs and expenses were incurred), for
      value
      on the due date, to such account as EBRD may from time to time designate by
      notice to the Borrower.


22


(b) The
      sums
      to be disbursed by EBRD to the Borrower hereunder shall be payable in the Loan
      Currency for value, unless otherwise agreed by the Borrower and EBRD, on the
      value date requested by the Borrower in its Disbursement application and to
      such
      correspondent account as the Borrower may designate in its Disbursement
      application (with instructions to transfer such sums, at the Borrower's risk
      and
      expense, to such account as the Borrower may designate in its Disbursement
      application).





(c)If
      the
      due date for any payment under this Agreement would otherwise fall on a day
      which is not a Business Day, then such payment shall instead be due on the
      next
      succeeding Business Day.





(d) EBRD
      shall have the right, to the fullest extent permitted by law, to set off any
      amount owed by EBRD to the Borrower, whether or not matured, against any amount
      then due and payable by the Borrower under any Financing Agreement, whether
      or
      not EBRD has demanded payment by the Borrower of such amount and regardless
      of
      the currency or place of payment of either such amount. EBRD shall have the
      right, to the fullest extent permitted by law, to deduct from the proceeds
      of
      any Disbursement any charges, commissions, fees, expenses and other amounts
      then
      due and payable by the Borrower to EBRD under any Financing
      Agreement.





**Section
                3.10.**
            **Insufficient
                Payments**





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





(b)The
      Borrower shall indemnify EBRD against any losses resulting from a payment being
      received, or a claim being filed or an order or judgement being given, hereunder
      in a currency or place other than the currency and place specified in Section
      3.09(a). The Borrower shall pay such additional amount as is necessary to enable
      EBRD to receive, after conversion to such currency at a market rate and transfer
      to such place, the full amount due to EBRD hereunder in the currency and at
      the
      place specified in Section 3.09(a).





**Section
                3.11.**
            **Taxes**





(a) The
      Borrower shall pay or cause to be paid, or reimburse EBRD on demand for, all
      present and future Taxes, now or at any time hereafter levied or imposed by
      any
      Governmental Authority of any jurisdiction out of which or through which
      payments hereunder are made, on or in connection with the payment of any amounts
      due to EBRD under this Agreement, whether in respect of the A Loan or the B
      Loan. For the avoidance of doubt, this Section 3.11(a), together with Sections
      3.04(e) and 8.07(a), shall not apply with respect to any Tax assessed on the
      Lender by reference to the net income received or receivable (but not any sum
      deemed to be received or receivable) by the Lender.


23


(b) All
      payments of principal, interest and other amounts due to EBRD under this
      Agreement, whether in respect of the A Loan or the B Loan, shall be made free
      and clear of, and without deduction or withholding for or on account of, any
      Taxes; provided, however, that, in the event that the Borrower is prevented
      by
      operation of law or otherwise from making such payments free and clear of such
      deductions or withholdings, the principal, interest or other amount (as the
      case
      may be) due under this Agreement shall be increased to such amount as may be
      necessary to remit to EBRD the full amount it would have received had such
      payment been made without such deductions or withholdings.





**Section
                3.12.**
            **Unwinding
                Costs**





(a) If,
      for
      any reason (including, without limitation, an acceleration pursuant to Section
      7.02), any portion of the Loan is repaid or prepaid, or becomes due and payable
      on a date other than the last day of an Interest Period, the Borrower shall
      pay
      to EBRD on demand the amount, if any, by which:





(1) the
      interest which would have accrued on such portion of the Loan from the date
      on
      which such portion of the Loan has become due and payable to the last day of
      the
      then current Interest Period at a rate equal to the Interbank Rate for such
      Interest Period;





exceeds:





(2) the
      interest which EBRD would be able to obtain if it were to place an amount equal
      to such portion of the Loan on deposit with a leading bank in the Euro-zone
      interbank market for the period commencing on the date on which such portion
      of
      the Loan has become due and payable and ending on the last day of the then
      current Interest Period.





(b) If
      any
      overdue amount is paid on a date other than the last day of a Default Interest
      Period, the Borrower shall pay to EBRD on demand the amount, if any, by
      which:





(1) the
      interest which would have accrued on such overdue amount from the date of
      receipt of such overdue amount to the last day of the then current Default
      Interest Period at a rate equal to the rate specified in Section 3.06(a)(3)
      for
      such Default Interest Period;





exceeds:





(2) the
      interest which EBRD would be able to obtain if it were to place an amount equal
      to such overdue amount on deposit with a leading bank in the Euro-zone interbank
      market for the period commencing on the Business Day immediately following
      the
      date of receipt of such overdue amount and ending on the last day of the then
      current Default Interest Period.


24


(c) The
      Borrower shall forthwith upon notice from EBRD reimburse EBRD for any costs,
      expenses and losses incurred by EBRD or any Participant, and not otherwise
      recovered by EBRD under Sections 3.12(a) and (b), as a result of the occurrence
      of an Event of Default, prepayment of any portion of the Loan on a date other
      than the last day of an Interest Period, failure by the Borrower to pay any
      amount when due hereunder, failure by the Borrower to borrow in accordance
      with
      a Disbursement application submitted pursuant to Section 3.02 or failure by
      the
      Borrower to make any prepayment in accordance with a notice of prepayment
      delivered pursuant to Section 3.08.





(d) A
      certificate of EBRD as to any amount payable under this Section 3.12 shall
      be
      final, conclusive and binding on the Borrower unless shown by the Borrower
      to
      the satisfaction of EBRD to contain manifest error.





**Section
                3.13.**
            **Increased
                Costs**





(a)The
      Borrower shall, from time to time on demand of EBRD, reimburse EBRD for any
      net
      incremental costs to EBRD of making or maintaining, or committing to make,
      the
      Loan or to any Participant of acquiring or maintaining its Participation which
      result from:





(1) the
      introduction of, or any change in, any applicable law or any applicable
      guideline or policy (whether or not having the force of law), or any change
      in
      the interpretation or application thereof by any governmental or regulatory
      authority charged with the administration thereof; and/or





(2) any
      compliance with any request from, or requirement of, any central bank or other
      monetary or other authority;





which,
      subsequent to the date of this Agreement:





(A) imposes,
      modifies or deems applicable any reserve, special deposit or similar requirement
      against assets held by, or deposits with or for the account of, or loans by,
      EBRD or such Participant;





(B) imposes
      a
      cost on EBRD or such Participant as a result of it having made the Loan or
      acquired its Participation, as the case may be, or reduces the rate of return
      on
      the overall capital of EBRD or such Participant which it would otherwise have
      been able to achieve;





(C) changes
      the basis of Tax on payments received by EBRD or such Participant in respect
      of
      the Loan or its Participation, as the case may be, other than by a change in
      taxation of the overall net income of EBRD or such Participant; or





(D) imposes
      on EBRD or such Participant any other condition regarding the making or
      maintaining of the Loan or the acquisition or maintaining of its Participation,
      as the case may be.


25


(b) EBRD
      shall furnish to the Borrower with any such demand a certificate of EBRD or
      the
      relevant Participant certifying:





(1) that
      such
      net incremental costs have been incurred;





(2) the
      circumstances giving rise to such net incremental costs;





(3) that,
      in
      the opinion of EBRD or such Participant, it has exercised reasonable efforts
      to
      minimise or eliminate such net incremental costs; and





(4) the
      amount of such net incremental costs.





The
      certificate of EBRD or any Participant as to the amount of such net incremental
      costs shall be final, conclusive and binding on the Borrower unless shown by
      the
      Borrower to the satisfaction of EBRD to contain manifest error.





(c) Notwithstanding
      anything in Section 3.08, the Borrower shall have the right, on not less than
      30
      days' notice to EBRD (which notice shall be irrevocable and binding on the
      Borrower), to prepay on any Interest Payment Date that portion of the Loan
      on
      which EBRD informs the Borrower that such net incremental costs are then being
      charged, provided that the Borrower shall pay to EBRD at the same time all
      accrued interest and other amounts (including, any such net incremental costs)
      payable on that portion of the principal amount of the Loan to be prepaid and
      all other amounts due hereunder.





**Section
                3.14.**
            **Illegality**





Notwithstanding
      anything in this Agreement, if it is or becomes unlawful in any jurisdiction
      for
      EBRD to make, maintain or fund the Loan or for any Participant to maintain
      or
      fund its Participation, then:





(1) upon
      request by EBRD, the Borrower shall, on the next Interest Payment Date or such
      earlier date as EBRD may specify, prepay that portion of the principal amount
      of
      the Loan which EBRD notifies to the Borrower as being affected by such change,
      together with all accrued interest and other amounts payable thereon;
      and





(2) upon
      notice from EBRD, any portion of the Loan which EBRD notifies to the Borrower
      as
      being affected by such change and which has not theretofore been disbursed
      shall
      be cancelled immediately.





**Section
                3.15.**
            **Loan
                Account**





EBRD
      shall open and maintain on its books an account in the Borrower's name showing
      the Disbursements and repayments thereof and the computation and payment of
      interest, charges, commissions, fees and other amounts due and sums paid
      hereunder. Such account shall be final, conclusive and binding on the Borrower
      as to the amount at any time due from the Borrower hereunder, absent manifest
      error.


26


**ARTICLE
      IV - CONDITIONS PRECEDENT**





**Section
                4.01.**
            **First****Disbursement**





The
      obligation of EBRD to make the first Disbursement shall be subject to the prior
      fulfilment, in form and substance satisfactory to EBRD, or at the sole
      discretion of EBRD the waiver, whether in whole or part and whether subject
      to
      conditions or unconditional, of the following conditions precedent:





(a) **Financing
      Agreements.** EBRD
      shall have received duly executed originals of the following
      agreements:





(1) the
      Subsidiary Guarantees;





(2) the
      Intercreditor Agreement; and





(3) the
      Security Documents referred to in Section 4.01(c).





(b) **Operational
      Documents.** EBRD
      shall have received certified copies of the following documents:





(1) the
      Licences; and





(2) the
      Framework Agreement.





(c) **Security.** The
      Security shall have been validly created and perfected (or have an analogous
      effect to being perfected under applicable law) in a manner satisfactory to
      EBRD
      and EBRD shall have received duly executed originals of the following Security
      Documents, together with any document, recording, filing, notification,
      registration, notarisation or other evidence required, in the opinion of EBRD,
      for the creation, validity, perfection (or having an analogous effect to
      perfection under applicable law) or priority of the Security of EBRD in or
      under
      such Security Documents:





(1) the
      Share
      Pledges; and





(2) the
      Contract Assignment.





(d) **Indenture.** EBRD
      shall have received a certified copy of the Indenture.





(e) **Charters.** EBRD
      shall have received certified copies of the Charters (and, if relevant,
      certificates of registration (or evidence of filing thereof) and certificates
      of
      compliance or good standing dated not more than five Business Days prior to
      the
      date of the application for the first Disbursement) of the Borrower and the
      Subsidiary Guarantors, each as amended to date.





(f) **Corporate
      Authorisations.** EBRD
      shall have received certified copies of all corporate (including, if required,
      shareholder) Authorisations necessary for the due execution, delivery and
      performance of the Financing Agreements, and any other documents in
      implementation thereof, by the Borrower and the Subsidiary Guarantors, as
      applicable, and for the transactions contemplated thereby, including the
      authorisations (whether by law, Charter, resolution or otherwise) of the persons
      signing the Financing Agreements to sign such documents and to bind the
      respective parties thereby.


27


(g) **Specimen
      Signatures.** EBRD
      shall have received:





(1) a
      certificate of incumbency and authority of the Borrower substantially in the
      form of Exhibit B; and





(2) a
      certificate of an appropriate officer of each of the Subsidiary Guarantors
      certifying the specimen signature of each person authorised to sign, on behalf
      of such party, the Financing Agreements to be entered into and performed by
      such
      party.





(h) **Governmental
      and Other Authorisations.** EBRD
      shall have received originals or certified copies of all Authorisations,
      including creditors' consents, necessary for the execution, delivery and
      performance of the Financing Agreements by the Borrower and the Subsidiary
      Guarantors and for the transactions contemplated thereby,
      including:





(1) the
      borrowing by the Borrower under this Agreement;





(2) obligations
      of the Subsidiary Guarantors under the Subsidiary Guarantees;





(3) the
      creation of the Security; and





(4) the
      remittance to EBRD of all monies payable in respect of the Financing
      Agreements,





other
      than any Authorisation of a routine or minor nature which is not necessary
      at
      the time of the proposed Disbursement or which may only be obtained as the
      Project progresses and in each case which is customarily granted in due course
      after timely application, and in respect of which the Borrower or the relevant
      Subsidiary Guarantor is not aware of any reason for it being unable to obtain
      in
      due course such Authorisation.





(i) **Auditors
      Letter.** EBRD
      shall have received a copy of a letter to the Auditors from the Borrower
      substantially in the form of Exhibit C.





(j) **Participations.** EBRD
      shall have received from Participants, upon terms satisfactory to EBRD, formal
      commitments by such Participants, through the execution of one or more
      Participation Agreements for the acquisition of Participations in the B Loan
      in
      an aggregate amount equal to the full amount of the B Loan.





(k) **Process
      Agent Appointments.** EBRD
      shall have received written confirmation from the agents for service of process
      appointed by the Borrower and the Subsidiary Guarantors pursuant to the
      Financing Agreements of their acceptances of such appointments.





(l) **Legal
      Opinions.** EBRD
      shall have received the following legal opinions regarding such matters incident
      to the transactions contemplated by the Financing Agreements and Operational
      Documents as EBRD reasonably requests:


28


(1) the
      opinion of Conyers Dill & Pearman, special Bermuda counsel to the Borrower;





(2) the
      opinion of Houthoff Buruma, special Netherlands counsel to EBRD;





(3) the
      opinion of Promes van Doorne, special Netherlands Antilles counsel to
      EBRD;





(4) the
      opinion of Ogilvy Renault, special English counsel to EBRD; and





(5) the
      opinion of Kotrlik Bourgeault Andrusko, special counsel to the Borrower in
      the
      Czech Republic.





**Section
                4.02.**
            **All****Disbursement****s**





The
      obligation of EBRD to make any Disbursement, including (except as otherwise
      provided) each Renewal Disbursement, shall also be subject to the fulfilment,
      in
      form and substance satisfactory to EBRD, or at the sole discretion of EBRD
      the
      waiver, whether in whole or part and whether subject to conditions or
      unconditional, of the conditions that, on the date of the Borrower's application
      for such Disbursement (other than in the case of a Renewal Disbursement) and
      on
      the date of such Disbursement:





(a) **Continuing
      Validity of Documents.** All
      agreements, documents and instruments delivered to EBRD pursuant to Section
      4.01
      (other than Section 4.01(d) in the event that the Notes have been repaid) shall
      be in full force and effect and unconditional (except for this Agreement having
      become unconditional, if that is a condition of any such
      agreement).





(b) **Representations
      and Warranties.** Subject
      to Section 2.04(b), the representations and warranties made or confirmed by
      the
      Borrower and each Subsidiary Guarantor in the Financing Agreements shall be
      true
      on and as of such dates with the same effect as though such representations
      and
      warranties had been made on and as of such dates.





(c) **No
      Default.** No
      Default (or, in the case of a Renewal Disbursement, no Event of
      Default) ****** shall
      have occurred and be continuing and the Borrower shall not, as a result of
      such
      Disbursement, be in violation of its Charter, any provision contained in any
      agreement or instrument to which the Borrower is a party (including this
      Agreement) or by which the Borrower is bound or any law applicable to the
      Borrower.





(d) **No
      Material Adverse Change.** Nothing
      shall have occurred which, in the reasonable opinion of EBRD, is reasonably
      likely to have a Material Adverse Effect.





(e) **Use
      of Proceeds.** The
      proceeds of such Disbursement (other than Renewal Disbursements) shall be needed
      for the following purposes:





(1) until
      the
      aggregate principal amount of Disbursements (other than Renewal Disbursements)
      reaches €100,000,000, the proceeds of each such Disbursement shall be needed for
      the purposes of the Project; and


29


(2) thereafter,
      the proceeds of each Disbursement (other than Renewal Disbursements) shall
      be
      needed in connection with the business operations (including the Project) of
      the
      Borrower’s Subsidiaries in the Countries of Operation or the treasury operations
      of the Borrower and its Subsidiaries,





and
      EBRD
      shall have received such evidence as to the proposed utilisation of the proceeds
      of such Disbursement and the utilisation of the proceeds of any such prior
      Disbursement as EBRD reasonably requests.





(f) **Fees
      and Expenses.** EBRD
      shall have received payment of all amounts due and owing to it under the
      Financing Agreements, including all fees and expenses described in Section
      3.04
      and Section 5.13.





(g) **Disbursement
      Application.** Other
      than in the case of a Renewal Disbursement, EBRD shall have received an original
      of the Borrower's timely application for such Disbursement substantially in
      the
      form of Exhibit A.





(h) **Other.** EBRD
      shall have received such other documents and legal opinions as EBRD may
      reasonably request.





**Section
                4.03.**
            **Participations**





Notwithstanding
      anything in this Agreement to the contrary, the obligation of EBRD to make
      any
      Disbursement shall also be subject to the conditions that:





(1) immediately
      after such Disbursement, the ratio of the aggregate amount of the A Loan to
      the
      aggregate amount of the B Loan shall be one to one; and





(2) EBRD
      shall not in any event be obligated to make any Disbursement of the B Loan
      except to the extent that corresponding funds in an aggregate amount equal
      to
      the amount of such Disbursement of the B Loan are provided to EBRD by
      Participants pursuant to Participations.






**ARTICLE
      V - AFFIRMATIVE COVENANTS**





Unless
      EBRD otherwise agrees in writing:





**Section
                5.01.**
            **Corporate
                Existence; Continuity of
                Business**





(a) The
      provisions of Section 4.5 of the Indenture (together with the definitions set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as
      if set
      out herein in full.





(b) The
      Borrower shall, and shall procure that its Subsidiaries shall, conduct their
      businesses with due diligence and efficiency, in accordance with sound financial
      and business practices and in compliance with all applicable laws, including
      all
      money laundering laws. The Borrower shall use procurement methods which ensure
      a
      sound selection of goods and services at fair market value and that the Borrower
      is making its capital investments in a cost effective manner.


30


**Section
                5.02.**
            **Project
                Implementation****and Use of Proceeds**





The
      Borrower shall procure that the proceeds of Disbursements are applied in
      accordance with Section 4.02(e).





**Section
                5.03.**
            **Business
                Plan and Budget**





(a) The
      Borrower shall ensure that the Business Plan is updated on an annual basis
      as at
      the last day of each Financial Year, and shall provide a copy of each such
      updated Business Plan to EBRD promptly (and in any event within 10 Business
      Days) after the adoption thereof by the Board of Directors of the Borrower.





(b) Without
      prejudice to Section 5.03(a), the Borrower shall notify EBRD of any amendment
      from time to time to the Business Plan, where such amendment results in a
      reduction of at least 20% against the prevailing consolidated Segment EBITDA
      for
      the then current Financial Year and the next succeeding Financial Year, as
      reported to EBRD in the then most recent Business Plan. Notification by the
      Borrower under this Section 5.03(b) shall be made promptly (and in any event
      within 10 Business Days) after the adoption of any such amendment by the Board
      of Directors of the Borrower.





(c) The
      Borrower shall adopt a Budget in respect of each Financial Year, and shall
      provide a copy of such Budget to EBRD within 90 days after the last day of
      the
      previous Financial Year or, if earlier, promptly (and in any event within 10
      Business Days) after the adoption thereof by the Board of Directors of the
      Borrower.





**Section
                5.04**
            **Environment****al
                and Social Compliance**





(a)The
      Borrower shall procure that the Project is carried out in material compliance
      with therelevantenvironmental, health and safety regulations and standards in effect from time
      to time in the jurisdiction in which the Project is located and the European
      Union environmental and health and safety standards existing on the date
      thereof, to the extent applicable.





(b) The
      Borrower shall and shall procure that its Subsidiaries shall observe all
      applicable laws and standards on employment, including those relating to the
      employment of children and young people, discrimination at work, and forced
      labour. Such applicable laws and standards shall include (i) the International
      Labour Organisation’s fundamental conventions concerning the abolition of child
      labour, the elimination of discrimination at the workplace and the elimination
      of forced and compulsory labour and (ii) national law.


31


**Section
                5.05.**
            **Insurance**





The
      Borrower shall and shall procure that the Subsidiary Guarantors and Significant
      Subsidiaries shall maintain insurance against loss, damage and liability in
      relation to their business and assets of a type and in an amount as is usual
      for
      companies carrying on a business such as that carried on by them in their
      respective geographic markets and will on demand by EBRD provide to EBRD copies
      of the policies relating thereto.





**Section
                5.06.**
            **Accounting**





(a) The
      Borrower shall maintain books of account and other records adequate to present
      fairly the consolidated financial position, financial performance and cash
      flows
      of the Borrower and its Subsidiaries and the results of its operations
      (including the progress of the Project) in conformity with Generally Accepted
      Accounting Principles.





(b) The
      Borrower shall maintain as auditors of the Borrower a firm of independent
      accountants of international standing.





(c) The
      Borrower shall authorise, by a letter substantially in the form of Exhibit
      C,
      the Auditors to communicate directly with EBRD at any time regarding the
      Borrower's accounts and operations.





**Section
                5.07.**
            **Continuing
                Governmental and Other****Authorisations**





The
      Borrower shall procure that all Authorisations (i) required for the purposes
      described in Sections 4.01(f) and 4.01(h) and for ensuring the legality,
      validity and enforceability of the Financing Agreements, and (ii) required
      from
      time to time for the carrying out of the Project, are obtained, complied with
      and maintained in force (or, where appropriate, renewed). The Borrower shall
      procure that all the conditions and restrictions contained in, or imposed by,
      such Authorisations are performed and observed.





**Section
                5.08.**
            **Security**





(a) The
      Borrower shall and, in respect of the Share Pledge over the shares of CME Media
      Enterprises B.V., shall procure that Central European Media Enterprises N.V.
      shall create, perfect, maintain and, as appropriate, renew the Security in
      a
      manner satisfactory to EBRD.





(b) The
      Borrower shall procure that EBRD shall be entitled to share, on a pari passu
      basis with the Security Trustee (as trustee for the holders of the Notes),
      any
      security interest to which the Security Trustee becomes entitled pursuant to
      the
      terms of the Indenture so long as any amount is or may become outstanding under
      the Financing Agreements.


32


**Section
                5.09.**
            **Compliance
                with Other Obligations**





The
      Borrower shall and shall procure that each of the Subsidiary Guarantors and
      Significant Subsidiaries shall comply in all material respects with all material
      agreements (other than intra-Group agreements) to which the Borrower or such
      Restricted Subsidiary is a party or by which it or any of its properties or
      assets is bound.





**Section
                5.10.**
            **Taxes**





(a) The
      Borrower shall and shall procure that each of the Subsidiary Guarantors and
      Significant Subsidiaries shall pay when due all of their Taxes, including any
      Taxes against any of their properties, other than Taxes which are being
      contested in good faith and by proper proceedings and/or as to which adequate
      reserves have been set aside for the payment thereof. The Borrower shall and
      shall procure that each of the Subsidiary Guarantors and Significant
      Subsidiaries shall make timely filings of all Tax returns and governmental
      reports required to be filed or submitted under any applicable law.





(b) The
      Borrower shall and shall procure that each of its relevant Subsidiaries shall
      pay all Taxes payable on, or in connection with, the execution, issue, delivery,
      registration or notarisation of any Financing Agreement or any other document
      related to this Agreement. Upon notice from EBRD, the Borrower shall pay to
      EBRD, or reimburse EBRD for, an amount equal to any such Taxes levied on or
      paid
      by EBRD.





**Section
                5.11.**
            **Operational
                Documents******





(a) The
      Borrower shall and shall procure that each of its relevant Subsidiaries shall
      obtain and maintain in full force and effect (or, where any such Licence is
      to
      expire during the term of this Agreement, renew) each of the Licences and shall
      procure that each of its relevant Subsidiaries shall comply at all times in
      all
      material respects with all provisions thereof.





(b) The
      Borrower shall and shall procure that CME Media Enterprises B.V. shall maintain
      the Framework Agreement in full force and effect and perform its obligations
      under, and not commit any breach of or default under, such
      agreement.





**Section
                5.12.**
            **Further
                Documents**





The
      Borrower shall execute all such other documents and instruments and do all
      such
      other acts and things as EBRD may determine are necessary or desirable to give
      effect to the provisions of the Financing Agreements (or to procure the giving
      effect to such provisions) and to cause the Financing Agreements to be duly
      registered, notarised and stamped in any applicable jurisdiction. The Borrower
      hereby irrevocably appoints and constitutes EBRD as the Borrower's true and
      lawful attorney with right of substitution (in the name of the Borrower or
      otherwise) to execute such documents and instruments and to do such acts and
      things in the name of and on behalf of the Borrower in order to carry out the
      provisions hereof .


33


**Section
                5.13.**
            **Costs
                and Expenses**





(a) The
      Borrower shall, whether or not any Disbursement is made, pay to EBRD or as
      EBRD
      may direct, within 30 days of EBRD furnishing to the Borrower the invoice
      therefor (but, in any event, on or prior to the first Disbursement in the case
      of costs and expenses incurred and invoiced to the Borrower prior to the date
      of
      the first Disbursement), all reasonable out-of-pocket costs and expenses
      (including, reasonable travel expenses and the reasonable fees and expenses
      of
      outside counsel to EBRD and all other reasonable financial, accounting,
      environmental and other consulting fees and expenses) incurred by EBRD in
      connection with:





(1) the
      assessment, preparation, negotiation and arrangement of the Loan by
      EBRD;





(2) the
      preparation, review, negotiation, execution and, where appropriate, stamping,
      registration and notarisation of the Financing Agreements, the Operational
      Documents and the Security and any other documents related thereto;





(3) the
      giving of any legal opinions hereunder; and





(4) the
      administration of the Financing Agreements, including visits by environmental
      staff (but, for the avoidance of doubt, excluding amounts representing any
      salaries of employees of EBRD),





provided
      that amounts payable in respect of paragraphs (1), (2) and (3) above shall
      be
      governed by the terms of the mandate letter dated 11 January, 2006 between
      ( *inter
      alia* )
      the
      Borrower and EBRD.





(b) The
      Borrower shall pay to EBRD or as EBRD may direct, on demand, all fees, costs
      and
      expenses (including, legal fees and expenses) incurred by EBRD:





(1) in
      the
      determination of whether there has occurred a Default;





(2) in
      respect of the preservation or enforcement of any of its rights under any
      Financing Agreement and the collection of any amount owing to EBRD;
      and





(3) in
      connection with the assessment, preparation, review, negotiation, execution
      and,
      where appropriate, registration and notarisation of any amendment to or waiver
      of any Financing Agreement or any other document related thereto.





**Section
                5.14.**
            **Reports;
                Furnishing of Information**





(a) (1) The
      provisions of Section 4.12 (excluding Section 4.12(3) and the final paragraph
      of
      Section 4.12) of the Indenture (together with the definitions set out in the
      Indenture insofar as they relate thereto) are hereby incorporated herein *mutatis
      mutandis* as
      if set
      out herein in full, provided that the requirement to provide to or make
      information available to the Trustee or the holders of the Notes shall not
      be
      incorporated *mutatis
      mutandis* herein.


34


(2) Insofar
        as the annual and quarterly information required under Section 5.14(a)(1)
        is not
        filed with the Commission and/or is not publicly available by reference to
        the
        internet website of the Borrower within the time required thereunder (by
        reference to Section 4.12 of the Indenture) the Borrower shall, promptly
        upon
        becoming aware thereof, provide paper copies thereof to EBRD in the form
        required under Regulation S-X.


(b)Within
      45
      days after the end of each quarter of each Financial Year, the Borrower shall
      notify EBRD of the Leverage Ratio for the Borrower and its Restricted
      Subsidiaries as at the date of each Incurrence of Indebtedness by the Borrower
      or any of the Subsidiary Guarantors during such quarter.





(c) Within
      60
      days after the end of each Financial Year, the Borrower shall furnish to EBRD
      a
      statement of the principal repayments scheduled to be made in each succeeding
      Financial Year up to and including the Financial Year ending on 31 December
      2011
      (and any subsequent Financial Year to the extent that any amounts may remain
      outstanding hereunder by the Borrower in such Financial Year) in respect of
      all
      of its Indebtedness other than amounts required for a mandatory reduction
      referred to in the exception to Section 6.13.





(d) As
      soon
      as available but, in any event, within 60 days after the end of each Financial
      Year, the Borrower shall furnish to EBRD information on the identity and
      nationality of the contractor and the value of the contract in respect of any
      contract awarded by the Borrower or any Subsidiary relating to the Project
      (A)
      which is in respect of construction or works and has a value in excess of
€5,000,000 (or the equivalent thereof in other currencies at then current rates
      of exchange), or (B) which is in respect of the purchase of goods or the
      provision of consultancy services with a value in excess of €1,000,000 (or the
      equivalent thereof in other currencies at then current rates of
      exchange).





(e) As
      soon
      as available but, in any event, within 60 days after the end of each Financial
      Year, the Borrower shall furnish to EBRD a report, in form and scope
      satisfactory to EBRD, on Environmental Matters and Social Matters arising in
      relation to the Borrower or the Project during such Financial Year, such report
      to be in the form set out in Exhibit G hereto.





(f) The
      Borrower shall promptly notify EBRD of any amendments and/or supplements to
      the
      Indenture and shall provide certified copies to EBRD promptly upon execution
      thereof.





(g) The
      Borrower shall promptly notify EBRD of:





(1) any
      proposed material change in the nature or scope of the Project or the business
      or operations of the Borrower or any Restricted Subsidiary; and





(2) any
      event
      or condition (including, any pending or threatened litigation, arbitration
      or
      administrative proceeding and any damage to or destruction of Project
      facilities) which is reasonably likely to have a Material Adverse
      Effect.





(h) Immediately
      upon the occurrence of any Default, the Borrower shall give EBRD notice thereof
      specifying the nature of such Default and any steps the Borrower is taking
      to
      remedy the same.


35


(i)Immediately
      upon the occurrence of any incident or accident relating to the Borrower or
      any
      Subsidiary or the Project which is likely to have a material adverse effect
      on
      the environment, health or safety, the Borrower shall give EBRD notice thereof
      specifying the nature of such incident or accident and any steps which are
      being
      taken to remedy the same. Without limiting the generality of the foregoing,
      an
      incident or accident is likely to have a material adverse effect on the
      environment, health or safety if any applicable law requires notification of
      such incident or accident to any Governmental Authority, such incident or
      accident involves fatality or multiple serious injuries requiring
      hospitalisation or such incident or accident has become public knowledge whether
      through media coverage or otherwise.





(j)The
      Borrower shall furnish promptly to EBRD such other information as EBRD may
      from
      time to time reasonably request (including, in order to facilitate EBRD’s
      evaluation of the Project). Upon request of EBRD acting reasonably, the Borrower
      shall and shall procure that any Significant Subsidiary shall permit
      representatives of EBRD (including, any consultants engaged by EBRD) to visit
      the Project or any of the premises where the operations of the Borrower or
      such
      Significant Subsidiary (as the case may be) is conducted or where the Project
      is
      being carried out and to have access to the books of account and records of
      the
      Borrower, each Subsidiary Guarantor and each Significant Subsidiary (as the
      case
      may be).






**ARTICLE
      VI - NEGATIVE COVENANTS**





Unless
      EBRD otherwise agrees in writing:





**Section
                6.01.**
            **Limitation
                on Indebtedness**





The
      provisions of Section 4.3 of the Indenture (together with the definitions set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full, provided
      that, for the purposes of the definition of "Refinancing Indebtedness", if
      the
      Indebtedness being refinanced is Indebtedness of the Borrower or a Subsidiary
      Guarantor then such Refinancing Indebtedness should also be Indebtedness of
      the
      Borrower or Subsidiary Guarantor (as the case may be) that Incurred the initial
      Indebtedness .





**Section
                6.02.**
            **Limitation
                on Restricted Payments;
                Investments**





The
      provisions of Section 4.4 of the Indenture (together with the definitions set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full, and references to “Default” and “Event of Default” shall
      be defined in accordance with Section 1.01 hereof.


36


**Section
                6.03.**
            **Limitation
                on Liens**





The
      provisions of Section 4.6 of the Indenture (together with the definitions set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full.





**Section
                6.04.**
            **Waiver
                of Stay; Extension or Usury
                Laws**





The
      provisions of Section 4.7 of the Indenture (together with the definitions set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full.





**Section
                6.05.**
            **Limitation
                on Restrictions on Distributions from Restricted
                Subsidiaries**





The
      provisions of Section 4.8 of the Indenture (together with the definitions set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full.





**Section
                6.06.**
            **Limitation
                on Sales of Assets and Subsidiary
                Stock**





(a) The
      provisions of Section 4.9 of the Indenture (together with the definitions set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full, save that the provisions of Section 6.06(b) and (c)
      below shall apply hereunder in connection with any Asset Disposition Offer
      under, and shall supplement, Section 4.9 of the Indenture.





(b) The
      parties hereto agree and acknowledge that, for the purposes of Section 4.9
      of
      the Indenture, the Indebtedness arising under this Agreement constitutes Pari
      Passu Indebtedness and/or Pari Passu Notes, as the context requires. For the
      avoidance of doubt, in the event that an Asset Disposition Offer is made under
      Section 4.9 of the Indenture, the Borrower will be required to make such Asset
      Disposition Offer to EBRD in accordance with the procedures and under the terms
      and conditions outlined in Section 4.9 of the Indenture. Amounts of the Loan
      prepaid by the Borrower under this Section 6.06(b) may not be reborrowed and
      the
      Commitment shall reduce accordingly.





(c) For
      the
      purposes of this Section 6.06, capitalised terms not otherwise defined in this
      Agreement shall have the meanings ascribed to them in the
      Indenture.





**Section
                6.07.**
            **Limitation
                on Affiliate Transactions; Arm’s Length
                Transactions**





The
      provisions of Section 4.10 of the Indenture (together with the definitions
      set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full.


37


**Section
                6.08.**
            **Limitation
                on Lines of Business**





The
      provisions of Section 4.13 of the Indenture (together with the definitions
      set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full.





**Section
                6.09.**
            **Merger,
                Amalgamation and
                Consolidation**





The
      provisions of Section 4.18 of the Indenture (together with the definitions
      set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full, and all obligations therein by the Issuer or a
      Subsidiary Guarantor (or a Successor Company or Successor Guarantor) to the
      Trustee in respect of the Notes, the Indenture or the Subsidiary Guarantees
      thereunder shall be read and construed as the Borrower’s or Subsidiary
      Guarantor’s (or a Successor Company’s or Successor Guarantor’s) obligations to
      EBRD in respect of the Loan, this Agreement or the Subsidiary Guarantees
      hereunder, and all references to “Default” and “Event of Default” shall be
      defined in accordance with Section 1.01 hereof.





**Section
                6.10.**
            **Limitation
                on Sale of Stock of Restricted
                Subsidiaries**





The
      provisions of Section 4.20 of the Indenture (together with the definitions
      set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full.





**Section
                6.11.**
            **Limitation
                on Guarantees of the Borrower and Subsidiary Guarantor
                Indebtedness**





The
      provisions of Section 4.21 of the Indenture (together with the definitions
      set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full, and the reference therein to the “Notes” shall be read
      and construed as a reference to the “Loan” hereunder.





**Section
                6.12.**
            **Impairment
                of Security Interest**





The
      provisions of Section 4.22 of the Indenture (together with the definitions
      set
      out in the Indenture insofar as they relate thereto) are hereby incorporated
      herein *mutatis
      mutandis* as if
      set out herein in full, and references therein to the “Collateral” shall be read
      and construed as references to the “Security” hereunder and the reference
      therein to the “Security Documents” shall be read and construed as a reference
      to the Security Documents hereunder.





**Section
                6.13.**
            **Repayment
                of Indebtedness**





The
      Borrower shall not enter into or permit to subsist any financial debt of the
      Borrower to any third party and/or any amounts payable by the Borrower on
      capital leases or similar financial instruments in respect of which, in any
      such
      case, scheduled principal repayments exceed US$20,000,000 in any calendar year
      while any amounts are outstanding or may become due by the Borrower hereunder
      (except for any amounts required for the mandatory reduction of the revolving
      facility dated 29 July 2005 between ING Bank N.V. and Produkcija Plus storitveno
      podjetje d.o.o. and the Czech Loans).


38


**Section
                6.14.**
            **Changes
                to Project and Charter**





(a) The
      Borrower shall not change, or permit changes to be made to, the nature or scope
      of the Project in any material way.





(b) The
      Borrower shall not make changes to its Charter in any manner which would be
      inconsistent with the provisions of any Financing Agreement.






**ARTICLE
      VII - EVENTS OF DEFAULT**





**Section
                7.01.**
            **Events
                of Default**





Each
      of
      the following events and occurrences shall constitute an Event of Default under
      this Agreement:





(a) **Payments.** The
      Borrower or any Subsidiary Guarantor fails to pay when due any amount payable
      pursuant to any Financing Agreement at the place and in the currency in which
      it
      is expressed to be payable.





(b) **Covenants.** The
      Borrower or any Subsidiary Guarantor fails to perform in a timely manner any
      of
      its obligations under any Financing Agreement or any other agreement between
      the
      Borrower or such Subsidiary Guarantor and EBRD, the failure to perform such
      obligation is not referred to elsewhere in this Section 7.01 and, if capable
      of
      remedy, such failure to perform has continued for a period of 30 days after
      notice thereof has been given to the Borrower by EBRD.





(c) **Framework
      Agreement.** The
      Borrower fails to perform in a timely manner any of its obligations under the
      Framework Agreement, the failure to perform such obligation is not referred
      to
      elsewhere in this Section 7.01 and, if capable of remedy, such failure to
      perform has continued for a period of 30 days after notice thereof has been
      given to the Borrower by EBRD.





(d) **Czech
      Licence** .
      (i) The
      TV Nova Licence is
      (whether in whole or in part) terminated, suspended, withdrawn, revoked,
      materially modified or varied (in such a way that such modification or variation
      is reasonable likely to have a Material Adverse Effect) or cancelled (including,
      without limiting the generality of the foregoing, declared illegal or
      unenforceable or nullified) or otherwise expires and is not renewed prior to
      its
      expiration or otherwise ceases to be in full force and effect; or (ii)
      any
      event occurs which is reasonably likely to give rise to such termination,
      suspension, withdrawal, revocation, cancellation, expiry or cessation in
      circumstances where the Borrower is unable to demonstrate to the reasonable
      satisfaction of the EBRD within 30 (thirty) days of such event occurring that
      such termination, suspension, withdrawal, revocation, cancellation, expiry
      or
      cessation will not occur or that it is taking steps agreed with EBRD to mitigate
      the risk of such termination, suspension, withdrawal, revocation, cancellation,
      expiry or cessation.


39


(e) **Other
      Licences** .
      (i) Any
      of
      the Licences other than the TV
      Nova
      Licence is
      (whether in whole or in part) terminated, suspended, withdrawn, revoked,
      materially modified or varied or cancelled (including, without limiting the
      generality of the foregoing, declared illegal or unenforceable or nullified)
      or
      otherwise expires and is not renewed prior to its expiration or otherwise ceases
      to be in full force and effect (in such a way as to be reasonably likely to
      have
      a Material Adverse Effect); or (ii)
      any
      event occurs which is reasonably likely to give rise to such termination,
      suspension, withdrawal, revocation, cancellation, expiry or cessation in
      circumstances where the Borrower is unable to demonstrate to the reasonable
      satisfaction of the EBRD within 30 (thirty) days of such event occurring that
      such termination, suspension, withdrawal, revocation, cancellation, expiry
      or
      cessation will not occur or is not reasonably likely to have a Material Adverse
      Effect, or that it is taking steps agreed with EBRD to mitigate the risk of
      such
      termination, suspension, withdrawal, revocation, cancellation, expiry or
      cessation.





(f) **Representations.** Any
      representation or warranty made or confirmed by the Borrower or any Subsidiary
      Guarantor in any Financing Agreement was false or misleading in any material
      respect when made or repeated.





(g) **Nationalisation.** Any
      Governmental Authority condemns, nationalises, seizes or otherwise expropriates
      all or any substantial part of the property or other assets of the Borrower,
      any
      Subsidiary Guarantor or any Significant Subsidiary or of its share capital,
      or
      assumes custody or control of such property or other assets or of the business
      or operations of the Borrower, any Subsidiary Guarantor or any Significant
      Subsidiary or of its share capital, or acquires majority ownership of the
      Borrower, any Subsidiary Guarantor or any Significant Subsidiary or takes any
      action for the dissolution or disestablishment of the Borrower, any Subsidiary
      Guarantor or any Significant Subsidiary or any action that would prevent the
      Borrower, any Subsidiary Guarantor or any Significant Subsidiary or its officers
      from carrying on its business or operations or a substantial part
      thereof. ******





(h) **Bankruptcy.** A decree
      or order by a court is entered adjudging the Borrower, any Subsidiary Guarantor
      or any Significant Subsidiary bankrupt or insolvent or ordering the winding
      up
      or liquidation of its affairs; or a petition is filed seeking reorganisation,
      administration, arrangement, adjustment, composition or liquidation of or in
      respect of the Borrower, any Subsidiary Guarantor or any Significant Subsidiary
      under any applicable law; or a receiver, administrator, liquidator, assignee,
      trustee, sequestrator, secured creditor or other similar official is appointed
      over or in respect of the Borrower, any Subsidiary Guarantor or any Significant
      Subsidiary or any substantial part of its property or assets; or the Borrower,
      any Subsidiary Guarantor or any Significant Subsidiary institutes proceedings
      to
      be adjudicated bankrupt or insolvent, or consents to the institution of
      bankruptcy or insolvency proceedings against it, or files a petition or answer
      or consent seeking reorganisation, administration, relief or liquidation under
      any applicable law, or consents to the filing of any such petition or to the
      appointment of a receiver, administrator, liquidator, assignee, trustee,
      sequestrator, secured creditor or other similar official of the Borrower, any
      Subsidiary Guarantor or any Significant Subsidiary or of any substantial part
      of
      its property, or makes an assignment for the benefit of creditors, or admits
      in
      writing its inability to pay its debts generally as they become due; or any
      other event occurs which under any applicable law would have an effect analogous
      to any of the events listed in this Section.


40


(i) **Indebtedness.** Any
      Indebtedness of the Borrower, any Subsidiary Guarantor or any Significant
      Subsidiary (other than the Loan or Indebtedness owed to the Borrower, any
      Subsidiary Guarantor or any Restricted Subsidiary) in excess of US$25,000,000
      (or the equivalent thereof in other currencies) is not paid when due nor within
      any applicable period of grace; or a default of any nature occurs under any
      agreement pursuant to which there is outstanding any such Indebtedness and
      such
      default continues beyond any applicable period of grace; or any such
      Indebtedness becomes prematurely due and payable or is placed on demand as
      a
      result of a default (however described under the terms of such
      Indebtedness).





(j) **Material
      Adverse Effect.** Any
      circumstance or event occurs which, in the reasonable opinion of EBRD, is likely
      to have a Material Adverse Effect.





**Section
                7.02.**
            **Consequences
                of Default**





If
      an
      Event of Default occurs and is continuing, then EBRD may at its option, by
      notice to the Borrower, declare all or any portion of the principal of, and
      accrued interest on, the Loan (together with any other amounts accrued or
      payable under this Agreement) to be, and the same shall thereupon become
      (anything in this Agreement to the contrary notwithstanding),
      either:





(1) due
      and
      payable on demand; or





(2) immediately
      due and payable without any further notice and without any presentment, demand
      or protest of any kind, all of which are hereby expressly waived by the
      Borrower.






**ARTICLE
      VIII - MISCELLANEOUS**





**Section
                8.01.**
            **Term
                of Agreement**





This
      Agreement shall continue in force until the date that the obligation of EBRD
      to
      make Disbursements hereunder has terminated in accordance with the terms hereof
      or, if later, until all moneys payable hereunder have been fully paid in
      accordance with the provisions hereof; provided that the indemnities and
      warranties of the Borrower and the provisions of Section 8.03, Section 8.08,
      Section 8.09 and Section 8.10 shall survive repayment of the Loan and
      termination of this Agreement.


41


**Section
                8.02.**
            **Entire
                Agreement; Amendment and
                Waiver**





This
      Agreement and the documents referred to herein constitute the entire obligation
      of the parties hereto with respect to the subject matter hereof and shall
      supersede any prior expressions of intent or understandings with respect to
      this
      transaction. Any amendment to, waiver by EBRD of any of the terms or conditions
      of, or consent given by EBRD under, this Agreement (including, this Section
      8.02) shall be in writing, signed by EBRD and, in the case of an amendment,
      by
      the Borrower. The parties to this Agreement may by agreement rescind or vary
      this Agreement without the consent of any person that is not a party to this
      Agreement. In the event that EBRD waives a condition to any Disbursement, the
      Borrower shall, by receiving the proceeds of such Disbursement, be deemed to
      have agreed to all of the terms and conditions of such waiver.





**Section
                8.03.**
            **Notices**





Any
      notice, application or other communication to be given or made under this
      Agreement to EBRD or to the Borrower shall be in writing. Except as otherwise
      provided in this Agreement, such notice, application or other communication
      shall be deemed to have been duly given or made when it is delivered by hand,
      courier or facsimile transmission to the party to which it is required or
      permitted to be given or made at such party's address specified below or at
      such
      other address as such party designates by notice to the party giving or making
      such notice, application or other communication.








For the Borrower:





Central
      European Media Enterprises Ltd.


c/o
      CME
      Development Corp.


Aldwych
      House


81
      Aldwych


London
      WC2B 4HN


United
      Kingdom





Attention:
            General
                Counsel





Fax:
            +44-20-7430-5403





For EBRD:





European Bank for Reconstruction and Development


One Exchange Square


London EC2A 2JN


United Kingdom





Attention:
            Operation
                Administration Unit





Fax:
            +44-20-7338-6100




42




**Section
                8.04.**
            **English
                Language**





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





**Section
                8.05.**
            **Financial
                Calculations**





All
      financial calculations to be made under, or for the purposes of, this Agreement
      shall be made in accordance with Generally Accepted Accounting Principles and,
      except as otherwise required to conform to the provisions of this Agreement,
      shall be made using the then most recently issued quarterly Financial Statements
      which the Borrower is required to furnish to EBRD from time to time under
      Section 5.14(a); provided, however, that:





(1) if
      the
      relevant quarterly Financial Statements should be in respect of the last quarter
      of a Financial Year then such calculations shall instead be made from the
      audited Financial Statements for the relevant Financial Year; and





(2) if
      there
      should occur any material adverse change in the financial condition of the
      Borrower after the end of the period covered by the relevant Financial
      Statements, then such material adverse change shall also be taken into account
      in calculating the relevant figures.





**Section
                8.06.**
            **Rights,
                Remedies and Waivers**





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





(b) No
      course
      of dealing or waiver by EBRD in connection with any condition of Disbursement
      under this Agreement shall impair any right, power or remedy of EBRD with
      respect to any other condition of Disbursement or be construed to be a waiver
      thereof.





(c) No
      action
      of EBRD in respect of any Disbursement shall affect or impair any right, power
      or remedy of EBRD in respect of any other Disbursement. Without limiting the
      foregoing, the right of EBRD to require compliance with any condition under
      this
      Agreement which may be waived by EBRD in respect of any Disbursement is, unless
      otherwise notified to the Borrower by EBRD, expressly preserved for the purposes
      of any subsequent Disbursement.


43


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





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





**Section
                8.07.**
            **Indemnification**





(a) Subject
      to the provisions of this Agreement, the Borrower assumes full liability for,
      and agrees to and shall indemnify and hold harmless EBRD and its officers,
      directors, employees, agents and servants against and from, any and all
      liabilities, obligations, losses, damages (compensatory, punitive or otherwise),
      penalties, claims, actions, Taxes, suits, costs and expenses (including,
      reasonable legal counsel's fees and expenses and costs of investigation) of
      whatsoever kind and nature, including, without prejudice to the generality
      of
      the foregoing, those arising in contract or tort (including, negligence) or
      by
      strict liability or otherwise, which are imposed on, incurred by or asserted
      against EBRD or any of its officers, directors, employees, agents or servants
      (whether or not also indemnified by any other person under any other document)
      and which in any way relate to or arise out of, whether directly or
      indirectly:





(1) any
      of
      the transactions contemplated by any Financing Agreement or the execution,
      delivery or performance thereof;





(2) the
      operation or maintenance of the facilities of any member of the Group or the
      ownership, control or possession thereof by any member of the Group;
      or





(3) the
      exercise by EBRD of any of its rights and remedies under any of the Financing
      Agreements;





provided
      that EBRD shall not have any right to be indemnified hereunder for its own
      gross
      negligence or wilful misconduct.





(b) The
      Borrower acknowledges that EBRD is entering into this Agreement, and has acted,
      solely as a lender, and not as an advisor, to the Borrower. The Borrower
      represents and warrants that, in entering into the Financing Agreements, it
      has
      engaged, and relied upon advice given to it by, its own legal, financial and
      other professional advisors and it has not relied on and will not hereafter
      rely
      on any advice given to it by EBRD.


44


**Section
                8.08.**
            **Governing
                Law******





This
      Agreement shall be governed by and construed in accordance with English
      law.





**Section
                8.09.**
            **Arbitration
                and Jurisdiction******





(a) Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the breach, termination or invalidity hereof, shall be settled by arbitration
      in
      accordance with the UNCITRAL Arbitration Rules as at present in force. There
      shall be one arbitrator and the appointing authority shall be LCIA. The seat
      and
      place of arbitration shall be London, England and the English language shall
      be
      used throughout the arbitral proceedings. The parties hereby waive any rights
      under the Arbitration Act 1996 or otherwise to appeal any arbitration award
      to,
      or to seek determination of a preliminary point of law by, the courts of
      England. The arbitral tribunal shall not be authorised to take or provide,
      and
      the Borrower agrees that it shall not seek from any judicial authority, any
      interim measures of protection or pre-award relief against EBRD, any provisions
      of the UNCITRAL Arbitration Rules notwithstanding. The arbitral tribunal shall
      have authority to consider and include in any proceeding, decision or award
      any
      further dispute properly brought before it by EBRD (but no other party) insofar
      as such dispute arises out of any Financing Agreement, but, subject to the
      foregoing, no other parties or other disputes shall be included in, or
      consolidated with, the arbitral proceedings. In any arbitral proceeding, the
      certificate of EBRD as to any amount due to EBRD under any Financing Agreement
      shall be *prima
      facie* evidence
      of such amount unless the findings in such certificate involve manifest
      error.





(b) Notwithstanding
      Section 8.09(a), this Agreement and the other Financing Agreements, and any
      rights of EBRD arising out of or relating to this Agreement or any other
      Financing Agreement, may, at the option of EBRD, be enforced by EBRD in the
      courts of Bermuda or England or in any other courts having jurisdiction. For
      the
      benefit of EBRD, the Borrower hereby irrevocably submits to the non-exclusive
      jurisdiction of the courts of England with respect to any dispute, controversy
      or claim arising out of or relating to this Agreement or any other Financing
      Agreement, or the breach, termination or invalidity hereof or thereof. The
      Borrower hereby irrevocably designates, appoints and empowers CME Development
      Corp. at its registered office (being, on the date hereof, at Aldwych House,
      81
      Aldwych, London WC2B 4HN, England) to act as its authorised agent to receive
      service of process and any other legal summons in England for purposes of any
      legal action or proceeding brought by EBRD in respect of any Financing
      Agreement. The Borrower hereby irrevocably consents to the service of process
      or
      any other legal summons out of such courts by mailing copies thereof by
      registered airmail postage prepaid to its address specified herein. The Borrower
      covenants and agrees that, so long as it has any obligations under this
      Agreement, it shall maintain a duly appointed agent to receive service of
      process and any other legal summons in England for purposes of any legal action
      or proceeding brought by EBRD in respect of any Financing Agreement and shall
      keep EBRD advised of the identity and location of such agent. Nothing herein
      shall affect the right of EBRD to commence legal actions or proceedings against
      the Borrower in any manner authorised by the laws of any relevant jurisdiction.
      The commencement by EBRD of legal actions or proceedings in one or more
      jurisdictions shall not preclude EBRD from commencing legal actions or
      proceedings in any other jurisdiction, whether concurrently or not. The Borrower
      irrevocably waives any objection it may now or hereafter have on any grounds
      whatsoever to the laying of venue of any legal action or proceeding and any
      claim it may now or hereafter have that any such legal action or proceeding
      has
      been brought in an inconvenient forum.


45


(c) The
      Borrower agrees to the provisions of this Section 8.09 solely because the
      counterparty to this Agreement as at the date hereof is EBRD.





**Section
                8.10.**
            **Privileges
                and Immunities of****EBRD**





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





**Section
                8.11.**
            **Waiver
                of Sovereign Immunity******





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





**Section
                8.12.**
            **Successors
                and Assigns****;
                Third Party Rights**





(a) This
      Agreement shall bind and inure to the benefit of the respective successors
      and
      assigns of the parties hereto, except that the Borrower may not assign or
      otherwise transfer all or any part of its rights or obligations under this
      Agreement without the prior written consent of EBRD.





(b) EBRD
      may
      sell, transfer, assign, novate or otherwise dispose of all or part of its rights
      or obligations under this Agreement and the other Financing Agreements
      (including, by granting of Participations or otherwise).





(c) Except
      as
      provided in Section 8.12(a) or 8.12(b), none of the terms of this Agreement
      are
      intended to be enforceable by any third party.


46


**Section
                8.13.**
            **Disclosure**





EBRD
      may
      disclose such documents, information and records regarding the Borrower and
      this
      transaction (including, copies of any Financing Agreements and Operational
      Documents) as EBRD deems appropriate in connection with any dispute involving
      the Borrower or any other party to a Financing Agreement, for the purpose of
      preserving or enforcing any of EBRD's rights under any Financing Agreement
      or
      collecting any amount owing to EBRD or in connection with any Participation
      or
      any other proposed sale, transfer, assignment, novation or other disposal
      contemplated by Section 8.12; provided, however, that (save for such disclosure
      made at any time when an Event of Default has occurred and is continuing) the
      recipient to whom any such information is disclosed provides a confidentiality
      undertaking in respect thereof.





**Section
                8.14.**
            **Counterparts**





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


47


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





**CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD** **.**







By:
            /s/
                Michael GarinName:
            Michael
                GarinTitle:
            Chief
                Executive Officer




48




**EUROPEAN
      BANK**


**FOR
      RECONSTRUCTION AND DEVELOPMENT**







By:
            /s/
                David CooperName:
            David
                CooperTitle:
            Acting
                Director - Telecoms, Informatics and
                Media




49


**SCHEDULE
      1 - COMMITMENT**




**Period**
              **Commitment**Facility
                  Agreement date to 10 May 2008
              €100,000,00011
                  May 2008 to 10 November 2008
              €92,500,00011
                  November 2008 to 10 May 2009
              €85,000,00011
                  May 2009 to 10 November 2009
              €77,500,00011
                  November 2009 to 10 May 2010
              €70,000,00011
                  May 2010 to 10 November 2010
              €55,000,00011
                  November 2010 to 10 May 2011
              €40,000,000




1


**Exhibit
      A - Form of Disbursement Application**





[To
      Be
      Typed on Letterhead of the Borrower]





[Date]





European
      Bank for Reconstruction and Development


One
      Exchange Square


London
      EC2A 2JN


United
      Kingdom





Attention:
            Operation
                Administration Unit





Subject:
            Operation
                No. 36371


Disbursement
      Application No. _____





Dear
      Sir/Madam:





1. Please
      refer to the loan agreement dated [__________] (the "Loan Agreement") between
      Central European Media Enterprises Ltd. (the "Borrower") and European Bank
      for
      Reconstruction and Development ("EBRD").





2. Expressions
      defined in the Loan Agreement shall bear the same meanings herein.





3. We
      hereby
      request the following Disbursement in accordance with the provisions of the
      Loan
      Agreement:





Currency
                required:
            EUROAmount
                (in figures and words):Value
                Date:
            [As
                soon as possible, on a date selected by EBRD in its discretion, but
                not
                later than]





**Payment
      Instructions (Borrower's Banking Details):**





Borrower's
                Account Name:Borrower's
                Account Number:Borrower's
                Bank Name:Borrower's
                Bank Address:


A
          -
          1


**Borrower's
      Bank Correspondent Details:**





Correspondent's
                Name:Correspondent's
                Address:Borrower's
                Bank's Account Name:Borrower's
                Bank's Account Number:Reference:





4. For
      the
      purposes of Section 4.02 of the Loan Agreement, we hereby represent and warrant
      that:





(a) all
      agreements, documents and instruments delivered to EBRD pursuant to Section
      4.01
      [(other than Section 4.01(d))] *    Insert
      if
      the Notes have been repaid. of the
      Loan Agreement are in full force and effect and unconditional (except for the
      Loan Agreement having become unconditional, if that is a condition of any such
      agreement);





(b) subject
      to Section 2.04(b) of the Loan Agreement, the representations and warranties
      made by the Borrower and the Subsidiary Guarantors in the Financing Agreements
      are true on and as of the date hereof with the same effect as though such
      representations and warranties had been made on and as of the date
      hereof;





(c) no
      Default (or, in the case of a Renewal Disbursement, no Event of Default) has
      occurred and is continuing;





(d) the
      Borrower will not, as a result of such Disbursement, be in violation of its
      Charter, any provision contained in any agreement or instrument to which the
      Borrower is a party (including the Loan Agreement) or by which the Borrower
      is
      bound or any law applicable to the Borrower;





(e) nothing
      has occurred which is reasonably likely to have a Material Adverse Effect;
      and





(f) the
      proceeds of such Disbursement are needed by the Borrower for the purposes of
      the
      Project.


A
          -
          2


5. The
      representations and warranties made in paragraph 4 above will continue to be
      true on and as of the date of such Disbursement with the same effect as though
      such representations and warranties had been made on and as of the date of
      such
      Disbursement. If any such representation or warranty is no longer true on or
      prior to or as of the date of such Disbursement, we shall immediately notify
      EBRD and shall, upon demand by EBRD, repay any amount which has been or is
      disbursed by EBRD in respect of such Disbursement.




Yours
      faithfully,





**CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.**








By:Authorised
                Representative


A
          -
          3


**Exhibit
      B - Form of Certificate of Incumbency and Authority**




[To
      Be
      Typed on Letterhead of the Borrower]





[Date]





European
      Bank for Reconstruction and Development


One
      Exchange Square


London
      EC2A 2JN


United
      Kingdom





Attention:
            Operation
                Administration Unit





Subject:
            Operation
                No. 36371


Certificate
      of Incumbency and Authority





Dear
      Sir/Madam:





With
      reference to the loan agreement dated [__________] (the "Loan Agreement")
      between Central European Media Enterprises Ltd. (the "Borrower") and European
      Bank for Reconstruction and Development ("EBRD") and the other Financing
      Agreements (as defined therein) I, the undersigned President of the Borrower
      duly authorised by its Board of Directors, hereby certify that the following
      are
      the names, offices and true specimen signatures of the persons, any one of
      whom
      is and will continue to be (until EBRD has received actual written notice from
      the Borrower that they or any of them no longer continue to be) authorised,
      on
      behalf of the Borrower, individually:





(1)
            to
                sign the Loan Agreement and any other agreements to which EBRD and
                the
                Borrower may be party in connection therewith;





(2)
            to
                sign any Disbursement applications, certifications, letters or other
                documents to be provided under the Loan Agreement and under any other
                agreements to which EBRD and the Borrower may be party in connection
                therewith; and





(3)
            to
                take any other action required or permitted to be taken by the Borrower
                under the Loan Agreement or any other agreement to which EBRD and
                the
                Borrower may be party in connection therewith:





**NAME**
            
            **OFFICE**
            
            **SPECIMEN
                SIGNATURE**




B
          -
          1


IN
      WITNESS WHEREOF, I have signed my name on the date first above
      written.





Yours
      faithfully,




**CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.**





By:Name:
            Robert
                BurkeTitle:
            President




B
          -
          2


**Exhibit
      C - Form of Letter to Auditors**





[To
      Be
      Typed on Letterhead of the Borrower]





[Date]


[ Name
      of Auditors ]


[ Address ]





Dear
      Sir/Madam:





We
      hereby
      authorise and request you to give to European Bank for Reconstruction and
      Development ("EBRD") all such information as it may reasonably request with
      regard to the Financial Statements, both audited and unaudited, which we have
      agreed to furnish to EBRD under the terms of the loan agreement dated
      [__________] (the "Loan Agreement") between ourselves and EBRD. For your
      information, we enclose a copy of the Loan Agreement.





We
      authorise you, if so requested by EBRD, to send our audited accounts to EBRD
      to
      enable us to satisfy the reporting requirements set forth in Section 5.14 of
      the
      Loan Agreement. When submitting such audited accounts to EBRD, you are also
      requested to send, at the same time, a copy of your full report on such
      accounts.





For
      our
      records, please ensure that you send to us a copy of every letter which you
      receive from EBRD immediately upon receipt and a copy of each reply made by
      you
      immediately upon the issue thereof.





Yours
      faithfully,





**CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.**






By:Authorised
                Representative





Enclosure:
      Loan Agreement





cc:
            European
                Bank for Reconstruction and Development


One
      Exchange Square


London
      EC2A 2JN


United
      Kingdom


Attention:
            Operation
                Administration Unit


Subject:
            Operation
                No. 36371




C
          -
          1


**EXHIBIT
      D - LIST OF SUBSIDIARIES** **OF
      THE BORROWER**





**Company
                Name**
            
            **Voting
                Interest**
            
            **Jurisdiction
                of Organization**CME
                Media Investments s.r.o.
            
            100%
            
            Czech
                RepublicVilja
                a.s.
            
            100%
            
            Czech
                RepublicCET
                21, s.r.o.
            
            96.5%
            
            Czech
                RepublicCME
                Media Services s.r.o.
            
            100%
            
            Czech
                RepublicERIKA
                a.s.
            
            100%
            
            Czech
                RepublicMedia
                Capitol, a.s.
            
            100%
            
            Czech
                RepublicNOVA
                - V.I.P., a.s.
            
            100%
            
            Czech
                Republic*HARTIC,
                a.s.
            
            100%
            
            Czech
                RepublicGalaxie
                Sport s.r.o.
            
            100%
            
            Czech
                RepublicMedia
                Pro International S.A.
            
            90%
            
            RomaniaMedia
                Vision S.R.L.
            
            75%
            
            RomaniaMPI
                Romania B.V
            
            90%
            
            NetherlandsPro
                TV S.A.
            
            90%
            
            RomaniaInternational
                Media Services Ltd.
            
            60%
            
            BermudaInnova
                Film GmbH
            
            60%
            
            GermanyEnterprise
                "Inter-Media"
            
            60%
            
            UkraineTV
                Media Planet Ltd
            
            60%
            
            CyprusBroadcasting
                Company "Studio 1+1 LLC"
            
            18%
            
            UkraineUkrainian
                Media Services LLC
            
            99%
            
            UkraineUkrpromtorg
                2003 LLC
            
            65.5%
            
            UkraineGravis
                LLC
            
            60.4%
            
            UkraineDelta
                ZAO
            
            60.4%
            
            UkraineNart
                LLC
            
            65.5%
            
            Ukraine




D
          -
          1





A.R.J.
                a.s.
            
            100%
            
            Slovak
                RepublicSlovenska
                Televizna Spolocnost s.r.o.
            
            89.8%
            
            Slovak
                RepublicMarkiza-Slovakia
                s.r.o.
            
            80%
            
            Slovak
                RepublicGamatex
                s.r.o.
            
            89.8%
            
            Slovak
                RepublicADAM
                a.s.
            
            89.8%
            
            Slovak
                RepublicMM
                TV 1 d.o.o.
            
            100%
            
            SloveniaProdukcija
                Plus d.o.o.
            
            100%
            
            SloveniaPOP
                TV d.o.o.
            
            100%
            
            SloveniaKanal
                A d.o.o.
            
            100%
            
            SloveniaSuperplus
                Holding d.d.
            
            100%
            
            Slovenia*MTC
                Holding d.o.o.
            
            24%
            
            Slovenia*Nova
                TV d.d.
            
            100%
            
            CroatiaOperativna
                Kompanija d.o.o.
            
            100%
            
            CroatiaMedia
                House d.o.o.
            
            100%
            
            CroatiaCME
                Media Enterprises B.V.
            
            100%
            
            NetherlandsCME
                Czech Republic B.V.
            
            100%
            
            NetherlandsCME
                Czech Republic II B.V.
            
            100%
            
            NetherlandsCME
                Germany B.V.
            
            100%
            
            NetherlandsCME
                Hungary B.V.
            
            100%
            
            NetherlandsCME
                Poland B.V.
            
            100%
            
            NetherlandsCME
                Romania B.V.
            
            100%
            
            NetherlandsCME
                Ukraine Holding GmbH
            
            100%
            
            AustriaCME
                Cyprus Holding Ltd
            
            100%
            
            CyprusCME
                Germany GmbH
            
            100%
            
            GermanyCME
                Development Corporation
            
            100%
            
            USA




D
          -
          2




Central
                European Media Enterprises N.V.
            
            100%
            
            Netherlands
                AntillesCentral
                European Media Enterprises II BV
            
            100%
            
            Netherlands
                Antilles





*
      In
      liquidation


D
          -
          3


**Exhibit
      E - PROJECT**




**Slovak
      Republic :**




Acquisition
      : Cost - USD 27 million




Refinancing
      of acquisition (including final payment therefor) of a majority interest in
      Markíza - Slovakia, spol. s.r.o. and Slovensk á
      televízna spolocnost, s.r.o. ,
      taking
      CME’s legal and economic intererest to 80%.




**Romania
      :**




Building:
      Expected Cost - USD 25 million




Strengthening
      of Pro TV’s current building in Bucharest to full earthquake standards and the
      building and equipping of the first full digital news-room in Romania. Purchase
      of land adjacent to Pro TV’s current building for additional studio
      capacity.




**Ukraine
      :**




Building:
      Expected Cost - USD20 million




Development
      of a new site to house a state-of-the-art TV operation in Kiev for Studio 1
      + 1.




Acquisition
      : Initial Cost - USD 7 million; Expected Development Cost : USD 20
      million




Acquisition
      of a 65.5% participation interest in LLC Ukrpromtorg 2003, and development
      of
      its TV stations Gravis and Channel 35 Kiev, along with a nationwide satellite
      licence allowing this group of stations to link into regional Ukrainian cable
      networks. Development to include the purchase of new equipment, transmitters
      and
      programming.




Acquisition
      : Expected Cost - USD 90 to 100 million




Acquisition
      of national/regional broadcaster/broadcasting assets.




E
          -
          1




**Croatia** :




Construction
      : Expected Cost - USD 25 million




Investment
      by Nova TV in a full digital newsroom, extending transmitter coverage and studio
      equipment. Acquisition of current Nova TV / Operativna Kompanija
      studio.




**Czech
      Republic :**




Construction
      : Expected Cost - USD 25 million




Purchase
      and equipping of building on the Barrandov studios site near Prague for TV
      Nova
      to bring management and TV operations together in one place.




**Regional
      :**




Acquisition
      : Estimated Cost up to USD 200 million




Purchase
      of other minority interests as the opportunities arise in the Group’s TV
      stations in the Slovak Republic, Romania and the Ukraine.




Acquisition/
      Development :




Up
      to USD
      50 million internet-portal related projects, and up to USD 50 million in
      companies directly involved in the production of TV programming or TV
      broadcasting (including the acquisition of a minority interest in Media Pro
      S.A., a TV and film production, publishing, distribution and entertainment
      company), in all cases for use in the Group’s current Countries of Operation.




Acquisition/
      Development :




Acquisitions
      and capital expenditures associated with potential expansion into Poland,
      Hungary, Serbia, Bulgaria and Russia.




E
          -
          2


**EXHIBIT
      F - LICENCES**




**Romania
      (Bucharest Licences)**


Compania
      de Radio Pro SRL


·
            Pro
                FM (terrestrial Bucharest)


·
            Pro
                FM (satellite)


·
            Info
                Pro (terrestrial national)


·
            Info
                Pro (satellite)





Pro
      TV
      SA


·
            Acasa
                TV (satellite)


·
            Pro
                TV (terrestrial)


·
            Pro
                TV (satellite)


·
            Pro
                TV (digital)


·
            Pro
                Cinema (satellite)


·
            Pro
                TV International (satellite)





**Slovakia**


·
            TV
                Markiza




**Slovenia
        (Ljubljana and Maribor Licences)**
 Kanal
        A
 ·
              Ljubljana:
              Krvavec
                  (Euro 3 TV)
 Krim
 ·
              Maribor:
              Boč
 
 Pop
        TV
 ·
              Ljubljana:
              Krvavec
 Krim
 ·
              Maribor:
              Pohorje




**Ukraine**


·
            Studio
                1+1 Licence Number 1771


·
            Studio
                1+1 Licence Number 0550


·
            Gravis
                Licence Number 2241


·
            Gravis
                Licence Number 2331





**Czech
      Republic**


CET
      21


·
            Resolutions
                of the Council for Radio and Television Broadcasting granting the
                broadcasting licence to CET 21





Galaxie
      Sport




Resolutions
      of the Council for Radio and Television Broadcasting granting the broadcasting
      licence to Galaxie Sport


F
          -
          1


**Exhibit
      G - REPORT ON ENVIRONMENTAL MATTERS AND SOCIAL MATTERS**




**[To
      be Typed on Letterhead of the Borrower]**




1.
            **Introduction:**Give
                date and identify who made the report.




2.
            **Environmental
                Management:**Identify
                person responsible for overall environmental management and for worker
                health and safety. Give contact
                information.




3.
            **Permit
                Status**:
                Summarise changes, if any, in applicable environmental, safety, or
                health
                regulations and summarise the status of permits, licences or other
                approvals required for the Project and the Group’s operations as
                applicable to environmental, safety and/or health regulations; in
                particular, identify any such new permits or permits that will expire
                in
                less than a year.




4.
            **Compliance**:
                Summarise incidents of significant non-compliance by the Group with
                the
                applicable national and EU environmental or worker health and safety
                laws
                and regulations, (including fines imposed on the Borrower or relevant
                Subsidiary), and the steps taken or proposed by the Borrower or relevant
                Subsidiary to address any problems in these
                areas




5.
            **Worker
                health protection and safety**:
                Summarise health and safety record, including accident rate and any
                initiatives implemented or planned during the reporting period, including
                training programmes.




6.
            **Public
                interaction:**Summarise
                public complaints, if any, relating to the Project, and steps taken
                by the
                Borrower or relevant Subsidiary to address
                these.


G
          -
          1