Exhibit
4.1





EXECUTION
COPY














CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.





as
Issuer,





CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.





and





CME MEDIA
ENTERPRISES B.V.





as
Subsidiary Guarantors,





THE BANK
OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH





as
Trustee,





THE BANK
OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH





as
Principal Paying Agent and Transfer Agent,





THE LAW
DEBENTURE TRUST CORPORATION p.l.c.





as
Security Trustee,





and





THE BANK
OF NEW YORK MELLON (LUXEMBOURG) S.A.





As
Registrar, Luxembourg Transfer Agent


and
Luxembourg Paying Agent





____________________________





INDENTURE





Dated as
of September 17, 2009





____________________________





Senior
Notes due 2016











TABLE
OF CONTENTS





PageARTICLE I
      DEFINITIONS AND INCORPORATION BY REFERENCE
            1SECTION
      1.1
            
            Definitions
            1SECTION
      1.2
            
            Rules
      of Construction
            27ARTICLE II
      THE NOTES
            27SECTION
      2.1
            
            Form
      and Dating
            27SECTION
      2.2
            
            Execution
      and Authentication
            28SECTION
      2.3
            
            Registrar
      and Paying Agent
            29SECTION
      2.4
            
            Paying
      Agent to Hold Assets
            31SECTION
      2.5
            
            List
      of Holders of Notes
            31SECTION
      2.6
            
            Book-Entry
      Provisions for Global Notes.
            31SECTION
      2.7
            
            Registration
      of Transfer and Exchange.
            32SECTION
      2.8
            
            Replacement
      Notes
            36SECTION
      2.9
            
            Outstanding
      Notes
            37SECTION
      2.10
            
            Treasury
      Notes
            37SECTION
      2.11
            
            Temporary
      Notes
            37SECTION
      2.12
            
            Cancellation
            38SECTION
      2.13
            
            Defaulted
      Interest
            38SECTION
      2.14
            
            ISIN
      and Common Codes
            38SECTION
      2.15
            
            Deposit
      of Moneys
            38SECTION
      2.16
            
            Certain
      Matters Relating to Global Notes
            39ARTICLE III
      REDEMPTION
            39SECTION
      3.1
            
            Optional
      Redemption
            39SECTION
      3.2
            
            Notices
      to Trustee
            39SECTION
      3.3
            
            Selection
      of Notes to Be Redeemed
            39SECTION
      3.4
            
            Notice
      of Redemption
            40SECTION
      3.5
            
            Effect
      of Notice of Redemption
            41SECTION
      3.6
            
            Deposit
      of Redemption Price
            41SECTION
      3.7
            
            Notes
      Redeemed in Part
            42ARTICLE IV
      COVENANTS
            42SECTION
      4.1
            
            Payment
      of Notes.
            42SECTION
      4.2
            
            Maintenance
      of Office or Agency
            42SECTION
      4.3
            
            Limitation
      on Indebtedness
            43SECTION
      4.4
            
            Limitation
      on Restricted Payments.
            46SECTION
      4.5
            
            Corporate
      Existence
            49SECTION
      4.6
            
            Limitation
      on Liens
            50SECTION
      4.7
            
            Waiver
      of Stay, Extension or Usury Laws
            50SECTION
      4.8
            
            Limitation
      on Restrictions on Distributions from Restricted
    Subsidiaries
            50SECTION
      4.9
            
            Limitation
      on Sales of Assets and Subsidiary Stock
            52SECTION
      4.10
            
            Limitation
      on Affiliate Transactions
            54SECTION
      4.11
            
            Listing.
            56SECTION
      4.12
            
            Reports.
            56SECTION
      4.13
            
            Limitation
      on Lines of Business
            57SECTION
      4.14
            
            Change
      of Control and Rating Decline
            57SECTION
      4.15
            
            Additional
      Amounts
            58SECTION
      4.16
            
            Payment
      of Non-Income Taxes and Similar Charges
            59SECTION
      4.17
            
            Compliance
      Certificate; Notice of Default
            59




i




PageSECTION
      4.18
            
            Merger,
      Amalgamation and Consolidation
            59SECTION
      4.19
            
            Payments
      for Consent.
            61SECTION
      4.20
            
            Limitations
      on Sale of Capital Stock of Restricted Subsidiaries
            61SECTION
      4.21
            
            Limitation
      on Guarantees of the Issuer and Subsidiary Guarantor
      Indebtedness
            61SECTION
      4.22
            
            Impairment
      of Security Interest
            62ARTICLE V
      SUCCESSOR CORPORATION
            62ARTICLE VI
      DEFAULT AND REMEDIES
            62SECTION
      6.1
            
            Events
      of Default
            62SECTION
      6.2
            
            Acceleration
            64SECTION
      6.3
            
            Other
      Remedies
            64SECTION
      6.4
            
            The
      Trustee May Enforce Claims Without Possession of
Securities
            64SECTION
      6.5
            
            Rights
      and Remedies Cumulative
            65SECTION
      6.6
            
            Delay
      or Omission Not Waiver
            65SECTION
      6.7
            
            Waiver
      of Past Defaults
            65SECTION
      6.8
            
            Control
      by Majority
            65SECTION
      6.9
            
            Limitation
      on Suits
            65SECTION
      6.10
            
            Rights
      of holders of the Notes to Receive Payment
            66SECTION
      6.11
            
            Collection
      Suit by Trustee
            66SECTION
      6.12
            
            Trustee
      May File Proofs of Claim
            66SECTION
      6.13
            
            Priorities
            67SECTION
      6.14
            
            Restoration
      of Rights and Remedies
            67SECTION
      6.15
            
            Undertaking
      for Costs
            67SECTION
      6.16
            
            Notices
      of Default
            68ARTICLE
      VII TRUSTEE
            68SECTION
      7.1
            
            Duties
      of Trustee.
            68SECTION
      7.2
            
            Rights
      of Trustee
            69SECTION
      7.3
            
            Individual
      Rights of Trustee
            70SECTION
      7.4
            
            Trustee’s
      Disclaimer
            70SECTION
      7.5
            
            Notice
      of Default
            71SECTION
      7.6
            
            Compensation
      and Indemnity
            71SECTION
      7.7
            
            Replacement
      of Trustee
            72SECTION
      7.8
            
            Successor
      Trustee by Merger, etc.
            73ARTICLE VIII
      SATISFACTION AND DISCHARGE OF INDENTURE
            74SECTION
      8.1
            
            Option
      to Effect Legal Defeasance or Covenant Defeasance
            74SECTION
      8.2
            
            Legal
      Defeasance and Discharge
            74SECTION
      8.3
            
            Covenant
      Defeasance
            74SECTION
      8.4
            
            Conditions
      to Legal or Covenant Defeasance
            75SECTION
      8.5
            
            Satisfaction
      and Discharge of Indenture
            76SECTION
      8.6
            
            Survival
      of Certain Obligations
            76SECTION
      8.7
            
            Acknowledgment
      of Discharge by Trustee
            77SECTION
      8.8
            
            Application
      of Trust Moneys
            77SECTION
      8.9
            
            Repayment
      to the Issuer; Unclaimed Money
            77SECTION
      8.10
            
            Reinstatement
            78ARTICLE IX
      AMENDMENTS, SUPPLEMENTS AND WAIVERS
            78SECTION
      9.1
            
            Without
      Consent of holders of the Notes
            78





ii





PageSECTION
      9.2
            
            With
      Consent of Holders of Notes
            79SECTION
      9.3
            
            Revocation
      and Effect of Consents
            80SECTION
      9.4
            
            Notation
      on or Exchange of Notes
            81SECTION
      9.5
            
            Trustee
      to Sign Amendments, etc.
            81ARTICLE X
      GUARANTEES
            81SECTION
      10.1
            
            Subsidiary
      Guarantee.
            81SECTION
      10.2
            
            Limitation
      on Liability
            81SECTION
      10.3
            
            No
      Subrogation
            81SECTION
      10.4
            
            Release
            82ARTICLE XI
      SECURITY AND SECURITY TRUSTEE
            82SECTION
      11.1
            
            Collateral
      and Security Documents
            82SECTION
      11.2
            
            Responsibilities
      of Security Trustee.
            84SECTION
      11.3
            
            Security
      Trustee’s Individual Capacity
            85SECTION
      11.4
            
            Trustee
      May Perform
            85SECTION
      11.5
            
            Fees,
      etc.
            85SECTION
      11.6
            
            Indemnification:
      Disclaimers, etc.
            85SECTION
      11.7
            
            Illegality;
      No inconsistency
            86SECTION
      11.8
            
            Rights
      of Trustee, the Security Trustee and the Paying Agent
            86SECTION
      11.9
            
            Parallel
      Debt.
            86ARTICLE XII
      MISCELLANEOUS
            88SECTION
      12.1
            
            Notices
            88SECTION
      12.2
            
            Certificate
      and Opinion as to Conditions Precedent
            91SECTION
      12.3
            
            Statements
      Required in Certificate or Opinion
            91SECTION
      12.4
            
            Rules
      by Trustee, Security Trustee, Paying Agent (Including Principal Paying
      Agent), Registrar
            92SECTION
      12.5
            
            Legal
      Holidays
            92SECTION
      12.6
            
            Governing
      Law
            92SECTION
      12.7
            
            Submission
      to Jurisdiction; Appointment of Agent for Service
            92SECTION
      12.8
            
            No
      Adverse Interpretation of Other Agreements
            93SECTION
      12.9
            
            No
      Personal Liability of Directors, Officers, Employees, Incorporators or
      Stockholders
            93SECTION
      12.10
            
            Currency
      Indemnity
            93SECTION
      12.11
            
            Currency
      Calculation
            94SECTION
      12.12
            
            Information
            94SECTION
      12.13
            
            Successors
            94SECTION
      12.14
            
            Counterpart
      Originals
            94SECTION
      12.15
            
            Severability
            94SECTION
      12.16
            
            Table
      of Contents, Headings, etc.
            94





iii





EXHIBITS





Exhibit
      A
            
            -
            
            Form
      of Global NoteExhibit
      B
            
            -
            
            Form
      of Definitive NoteExhibit
      C
            
            -
            
            Form
      of Transfer Certificate for Transfer from U.S. Global Note to
      International Global NoteExhibit
      D
            
            -
            
            Form
      of Transfer Certificate for Transfer from International Global Note to
      U.S. Global NoteExhibit
      E
            
            -
            
            Form
      of Supplemental Indenture








NOTE:  This
Table of Contents shall not, for any purpose, be deemed to be part of this
Indenture.





iv





INDENTURE,
dated as of September 17, 2009 among (i) CENTRAL EUROPEAN MEDIA ENTERPRISES
LTD., a company incorporated under the laws of Bermuda (the “Issuer”), (ii)
CENTRAL EUROPEAN MEDIA ENTERPRISES N.V., a company organized and existing under
the laws of the Netherlands Antilles (“CME NV”), (iii) CME
MEDIA ENTERPRISES B.V., a company organized and existing under the laws of the
Netherlands (“CME
BV” and, together with CME NV, the “Subsidiary
Guarantors”), (iv) The Bank of New York Mellon, acting through its London
Branch, as Trustee, (v) The Bank of New York Mellon, acting through its London
Branch, as Transfer Agent and Principal Paying Agent, (vi) The Law Debenture
Trust Corporation p.l.c., as Security Trustee, and (vii) The Bank of New York
Mellon (Luxembourg) S.A. as Registrar, Luxembourg Transfer Agent and Luxembourg
Paying Agent.





The
Issuer has duly authorized the creation and issuance of its €200,000,000 Senior
Notes due 2016 (such notes, together with any Additional Notes (as defined
herein), being referred to as the “Notes”); and, to
provide therefor, the Issuer and the Subsidiary Guarantors have duly authorized
the execution and delivery of this Indenture.  Except as otherwise
provided herein, €200,000,000 in aggregate principal amount of Notes shall be
initially issued on the date hereof.





Each
party hereto agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the holders of the Notes:





ARTICLE
I





DEFINITIONS AND
INCORPORATION BY REFERENCE





SECTION
1.1   Definitions.  For
purposes of this Indenture, unless otherwise specifically indicated herein, the
term “consolidated” with respect to any Person refers to such Person
consolidated with its Restricted Subsidiaries, and excludes from such
consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary
were not an Affiliate of such Person.  In addition, for purposes of
the following definitions and this Indenture generally, all ratios and
computations based on GAAP shall be made in accordance with GAAP and shall be
based upon the consolidated financial statements of the Issuer and its
Subsidiaries prepared in conformity with GAAP.  As used in this
Indenture, the following terms shall have the following meanings:





“2005
Notes” means the Issuer’s 8.25% Senior Notes due 2012.





“2005
Issue Date” means May 5, 2005, the original issue date of the 2005
Notes.





“2007
Notes” means the Issuer’s Senior Floating Rate Notes due 2014.





“2008
Convertible Notes” means the Issuer’s 3.50% Senior Convertible Notes due
2013.





“Additional
Amounts” shall have the meaning set forth in Section 4.15.





“Additional
Assets” means:





(1)
            any
      property or assets (other than Indebtedness and Capital Stock) to be used
      by the Issuer or a Restricted Subsidiary in a Permitted
      Business;





1





(2)
            the
      Capital Stock of a Person that becomes a Restricted Subsidiary as a result
      of the acquisition of such Capital Stock by the Issuer or a Restricted
      Subsidiary of the Issuer; or





(3)
            Capital
      Stock constituting a minority interest in any Person that at such time is
      a Restricted Subsidiary of the
Issuer;





provided, however, that, in the case of
clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a
Permitted Business.





“Additional
Notes” means any additional principal amounts of Notes issued from time to time
under the terms of this Indenture after the Issue Date.





“Affiliate”
of any specified Person means any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used
with respect to any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing; provided that beneficial
ownership of 10% or more of the Voting Stock of a Person shall be deemed to be
control and provided
further that PPF shall not be deemed an affiliate of the Issuer or its
Restricted Subsidiaries so long as its beneficial ownership in the Issuer does
not exceed 15% of the Voting Stock of the Issuer.





“Affiliate
Transaction” shall have the meaning set forth in Section 4.10.





“Agent”
means the Principal Paying Agent, any Registrar, Transfer Agent, Paying Agent,
Authenticating Agent or co-Registrar.





“Agent
Members” shall have the meaning set forth in Section 2.7(h).





“Asset
Disposition” means any direct or indirect sale, lease (other than an operating
lease entered into in the ordinary course of business), transfer, issuance or
other disposition, or a series of related sales, leases, transfers, issuances or
dispositions that are part of a common plan, of shares of Capital Stock of a
Subsidiary (other than directors’ qualifying shares), property or other assets
(each referred to for the purposes of this definition as a “disposition”) by the
Issuer or any of its Restricted Subsidiaries, including any disposition by means
of a merger, amalgamation, consolidation or similar transaction.





Notwithstanding
the preceding, the following items shall not be deemed to be Asset
Dispositions:





(1)
            a
      disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a
      Restricted Subsidiary to a Restricted
  Subsidiary;





(2)
              the
      sale of Cash Equivalents in the ordinary course of
    business;





(3)
              a
      disposition of inventory or other assets in the ordinary course of
      business;





(4)
            a
      disposition of obsolete or worn out equipment or equipment that is no
      longer useful in the conduct of the business of the Issuer and its
      Restricted Subsidiaries and that is disposed of in each case in the
      ordinary course of business;





2





(5)
            transactions
      permitted under Section 4.18;





(6)
            an
      issuance of Capital Stock by a Restricted Subsidiary of the Issuer to the
      Issuer or to a Restricted
Subsidiary;





(7)
            for
      purposes of Section 4.9 only, the making of a Permitted Investment or a
      disposition subject to Section 4.4;





(8)
            in
      addition to dispositions covered by the other clauses of this paragraph,
      dispositions of assets in a single transaction or series of related
      transactions with an aggregate fair market value in any calendar year of
      not more than €5 million;





(9)
            dispositions
      in connection with Permitted Liens;





(10)
            the
      licensing or sublicensing of intellectual property or other general
      intangibles and licenses, leases or subleases of other property in the
      ordinary course of business which do not materially interfere with the
      business of the Issuer and its Restricted
  Subsidiaries;





(11)
            dispositions
      of assets or Capital Stock by the Issuer or any Restricted Subsidiary in
      connection with the making of an Investment permitted under Clause (11) of
      the definition of “Permitted Investments”;
and





(12)
            foreclosure
      on assets.





“Asset
Disposition Offer” shall have the meaning set forth in Section 4.9.





“Asset
Disposition Offer Amount” shall have the meaning set forth in Section
4.9.





“Asset
Disposition Offer Period” shall have the meaning set forth in Section
4.9.





“Asset
Disposition Purchase Date” shall have the meaning set forth in Section
4.9.





“Attributable
Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time
of determination, the present value (discounted at the interest rate borne by
the Notes, compounded semi-annually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).





“Authenticating
Agent” shall have the meaning set forth in Section 2.2.





“Authorized
Person” means any person who is designated in writing by the Issuer from time to
time to give Instructions to the Trustee under the terms of this
Indenture.





“Average
Life” means, as of the date of determination, with respect to any Indebtedness
or Preferred Stock, the quotient obtained by dividing (1) the sum of the
products of the numbers of years from the date of determination to the dates of
each successive scheduled principal payment of such Indebtedness or redemption
or similar payment with respect to such Preferred Stock multiplied by the amount
of such payment by (2) the sum of all such payments.





3





“Bankruptcy
Law” means (i) for the purposes of the Issuer and the Subsidiary Guarantors, any
bankruptcy, insolvency or other similar statute, regulation or provision of any
jurisdiction in which the Issuer and the Subsidiary Guarantors are organized or
are conducting business and (ii) for purposes of the Trustee and the holders of
the Notes, Title 11, U.S. Code or any similar United States federal, state or
foreign law for the relief of debtors.





“Board of
Directors” means the board of directors of the Issuer or any committee thereof
duly authorized to act on behalf of such board.





“Board
Resolution” means a duly authorized resolution of the Board of Directors
certified by an Officer and delivered to the Trustee.





“Business
Day” means a day other than a Saturday, Sunday, any other day on which banking
institutions in the State of New York, Bermuda, London or the Grand Duchy of
Luxembourg or a place of payment are authorized or required by law to close or a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer System in not open for settlement of payments in euros.





“Capital
Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) equity of such Person, including any Preferred Stock, but
excluding any debt securities convertible into such equity.





“Capitalized
Lease Obligations” means an obligation that is required to be classified and
accounted for as a capitalized lease for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligation will be the capitalized amount of such obligation at the time any
determination thereof is to be made as determined in accordance with GAAP, and
the Stated Maturity thereof will be the date of the last payment of rent or any
other amount due under such lease prior to the first date such lease may be
terminated without penalty.





“Cash
Equivalents” means:





(1)
            securities
      issued or directly and fully guaranteed or insured by the United States
      Government, or any member state of the European Union or any agency or
      instrumentality thereof (each a “Qualified Country A”) (provided that the full
      faith and credit of the Qualified Country A is pledged in support
      thereof), having maturities of not more than one
  year;





(2)
            securities
      issued or directly and fully guaranteed or insured by Croatia or Ukraine
      or any agency or instrumentality thereof (each a “Qualified Country B”)
      (provided that
      the full faith and credit of the Qualified Country B is pledged in support
      thereof), having maturities of not more than 30
  days;





(3)
            marketable
      general obligations issued by any political subdivision of any Qualified
      Country A or any public instrumentality thereof maturing within one year
      from the date of acquisition thereof (provided that the full
      faith and credit of the Qualified Country A is pledged in support thereof)
      and, at the time of acquisition, having a credit rating of “A” or better
      from either Standard & Poor’s Ratings Services or Moody’s Investors
      Service, Inc.;





4





(4)
            marketable
      general obligations issued by any political subdivision of any Qualified
      Country B or any public instrumentality thereof maturing within 30 days
      from the date of acquisition thereof (provided that the full
      faith and credit of the Qualified Country B is pledged in support thereof)
      and, at the time of acquisition, having a credit rating of “A” or better
      from either Standard & Poor’s Ratings Services or Moody’s Investors
      Service, Inc.;





(5)
            certificates
      of deposit, time deposits, eurodollar time deposits, overnight bank
      deposits or bankers’ acceptances having maturities of not more than one
      year from the date of acquisition thereof issued by any bank the long-term
      debt of which is rated at the time of acquisition thereof at least “A” or
      the equivalent thereof by Standard & Poor’s Ratings Services, or “A”
      or the equivalent thereof by Moody’s Investors Service, Inc., and having
      combined capital and surplus in excess of $500
  million;





(6)
            repurchase
      obligations with a term of not more than seven days for underlying
      securities of the types described in clauses (1), (2) and (3) entered into
      with any bank meeting the qualifications specified in clause (5)
      above;





(7)
            commercial
      paper rated at the time of acquisition thereof at least “A-2” or the
      equivalent thereof by Standard & Poor’s Ratings Services or “P-2” or
      the equivalent thereof by Moody’s Investors Service, Inc., or carrying an
      equivalent rating by an internationally recognized rating agency, if both
      of the two named rating agencies cease publishing ratings of investments,
      and in any case maturing within one year after the date of acquisition
      thereof; and





(8)
            interests
      in any investment company or money market fund which invests solely in
      instruments of the type specified in clauses (1) through (5)
      above.





“Change
      in Tax Law” shall have the meaning set forth in Paragraph 8 of any
      Note.





“Change
      of Control” means the occurrence of any of the following
      events:





(1)
            any
      “person” or “group” of related persons, other than one or more Permitted
      Holders, is or becomes the beneficial owner, directly or indirectly, of
      more than 35% of the total voting power of the Voting Stock of the Issuer
      and the Permitted Holders beneficially own, directly or indirectly, in the
      aggregate a lesser percentage of the total voting power of the Voting
      Stock of the Issuer than such person or
group;





(2)
            the
      sale, lease, transfer, conveyance or other disposition (other than by way
      of amalgamation, merger or consolidation), in one or a series of related
      transactions, of all or substantially all of the assets of the Issuer and
      its Restricted Subsidiaries taken as a whole to any “person” other than
      the Permitted Holder;





(3)
            the
      first day on which a majority of the members of the Board of Directors are
      not continuing directors; or





5





(4)
            the
      adoption by the shareholders of the Issuer of a plan relating to the
      liquidation or dissolution of the
Issuer.





For
purposes of this definition: (a) “person” and “group” have the meanings they
have in Sections 13(d) and 14(d) of the U.S. Exchange Act; (b) “beneficial owner” is used as
defined in Rules 13d-3 and 13d-5 under the U.S. Exchange Act, except that a
person shall be deemed to have “beneficial ownership” of all
shares that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time; (c) a person will be
deemed to beneficially own any Voting Stock of an entity held by a parent
entity, if such person is the beneficial owner, directly or indirectly, of more
than 35% of the voting power of the Voting Stock of such parent entity and the
Permitted Holders beneficially own, directly or indirectly, in the aggregate a
lesser percentage of the voting power of the Voting Stock of such parent entity;
and (d) a “Continuing
Director” means any member of the Board of Directors who was a member of
such Board of Directors on the date of this Indenture or was nominated for
election or was elected to such Board of Directors with the approval of the
majority of Continuing Directors who were members of such Board of Directors at
the time of such nomination or election.





“Change
of Control Offer” shall have the meaning set forth in Section 4.14.





“Change
of Control Payment” shall have the meaning set forth in Section
4.14.





“Change
of Control Payment Date” shall have the meaning set forth in Section
4.14.





“Change
of Control Triggering Event” means the occurrence of both (i) a Change of
Control and (ii) a Rating Decline.





“Clearing
Agency” means one or more of Euroclear, Clearstream, or the successor of either
of them, in each case acting directly, or through a custodian, nominee or
depository.





“Clearstream”
means Clearstream Banking, société anonyme.





“Code”
means the U.S. Internal Revenue Code of 1986, as amended.





“Collateral”
means the Pledged Shares and the assignment of rights under the Framework
Agreement and any other property that is subject to a Lien in favor of the
Security Trustee pursuant to this Indenture.





“Commission”
means the United States Securities and Exchange Commission, as from time to time
constituted, created under the U.S. Exchange Act, or if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the U.S. Securities Act and the U.S. Exchange
Act, then the body performing such duties at such time.





“Common
Depositary” means The Bank of New York Mellon, acting through its London
Branch.





“Common
Stock” means with respect to any Person, any and all shares, interest or other
participations in, and other equivalents (however designated and whether voting
or nonvoting) of such Person’s common stock whether or not outstanding on the
Issue Date, and includes, without limitation, all series and classes of such
common stock.





6





“Company
Order” means a written order or request signed in the name of the Issuer or a
Subsidiary Guarantor by an Officer or duly authorized members of the board of
directors, management board or similar corporate governing body, as
applicable.





“Consolidated
Coverage Ratio” means as of any date of determination, with respect to any
Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such
Person for the period of the most recent four consecutive fiscal quarters ending
prior to the date of such determination for which financial statements are in
existence to (y) Consolidated Interest Expense for such four fiscal quarters,
provided, however, that:





(1)
            if
      the Issuer or any Restricted
Subsidiary:





(a)
            has
      Incurred any Indebtedness since the beginning of such period that remains
      outstanding on such date of determination or if the transaction giving
      rise to the need to calculate the Consolidated Coverage Ratio is an
      Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest
      Expense for such period will be calculated after giving effect on a pro
      forma basis to such Indebtedness as if such Indebtedness had been Incurred
      on the first day of such period (except that in making such computation,
      the amount of Indebtedness under any revolving credit facility outstanding
      on the date of such calculation will be deemed to be (i) the average daily
      balance of such Indebtedness during such four fiscal quarters or such
      shorter period for which such facility was outstanding or (ii) if such
      facility was created after the end of such four fiscal quarters, the
      average daily balance of such Indebtedness during the period from the date
      of creation of such facility to the date of such calculation) and the
      discharge of any other Indebtedness repaid, repurchased, defeased or
      otherwise discharged with the proceeds of such new Indebtedness as if such
      discharge had occurred on the first day of such period;
  or





(b)
            has
      repaid, repurchased, defeased or otherwise discharged any Indebtedness
      since the beginning of the period that is no longer outstanding on such
      date of determination or if the transaction giving rise to the need to
      calculate the Consolidated Coverage Ratio involves a discharge of
      Indebtedness (in each case other than Indebtedness Incurred under any
      revolving credit facility unless such Indebtedness has been permanently
      repaid and the related commitment terminated), Consolidated EBITDA and
      Consolidated Interest Expense for such period will be calculated after
      giving effect on a pro forma basis to such discharge of such Indebtedness,
      including with the proceeds of such new Indebtedness, as if such discharge
      had occurred on the first day of such
period;





(2)
            if
      since the beginning of such period the Issuer or any Restricted Subsidiary
      will have made any Asset Disposition or disposed of any company, division,
      operating unit, segment, business, group of related assets or line of
      business or if the transaction giving rise to the need to calculate the
      Consolidated Coverage Ratio is such an Asset
  Disposition:





7





(a)
            the
      Consolidated EBITDA for such period will be reduced by an amount equal to
      the Consolidated EBITDA (if positive) directly attributable to the assets
      which are the subject of such Asset Disposition for such period or
      increased by an amount equal to the Consolidated EBITDA (if negative)
      directly attributable thereto for such period;
  and





(b)
            Consolidated
      Interest Expense for such period will be reduced by an amount equal to the
      Consolidated Interest Expense directly attributable to any Indebtedness of
      the Issuer or any Restricted Subsidiary repaid, repurchased, defeased or
      otherwise discharged with respect to the Issuer and its continuing
      Restricted Subsidiaries in connection with such Asset Disposition for such
      period (or, if the Capital Stock of any Restricted Subsidiary is sold, the
      Consolidated Interest Expense for such period directly attributable to the
      Indebtedness of such Restricted Subsidiary to the extent the Issuer and
      its continuing Restricted Subsidiaries are no longer liable for such
      Indebtedness after such sale);





(3)
            if
      since the beginning of such period the Issuer or any Restricted Subsidiary
      (by merger or otherwise) will have made an Investment in any Restricted
      Subsidiary (or any Person which becomes a Restricted Subsidiary or is
      merged with or into the Issuer) or an acquisition of assets, including any
      acquisition of assets occurring in connection with a transaction causing a
      calculation to be made hereunder, which constitutes all or substantially
      all of a company, division, operating unit, segment, business, group of
      related assets or line of business, Consolidated EBITDA and Consolidated
      Interest Expense for such period will be calculated after giving pro forma
      effect thereto (including the Incurrence of any Indebtedness) as if such
      Investment or acquisition occurred on the first day of such period;
      and





(4)
            if
      since the beginning of such period any Person (that subsequently became a
      Restricted Subsidiary or was merged with or into the Issuer or any
      Restricted Subsidiary since the beginning of such period) will have
      Incurred any Indebtedness or discharged any Indebtedness, made any Asset
      Disposition or any Investment or acquisition of assets that would have
      required an adjustment pursuant to clause (2) or (3) above if made by the
      Issuer or a Restricted Subsidiary during such period, Consolidated EBITDA
      and Consolidated Interest Expense for such period will be calculated after
      giving pro forma effect thereto as if such Asset Disposition or Investment
      or acquisition of assets occurred on the first day of such
      period.





For
purposes of this definition, whenever pro forma effect is to be given to any
calculation under this definition, the pro forma calculations will be determined
in good faith by a responsible financial or accounting officer of the Issuer
(including pro forma expense and cost reductions calculated on a basis
consistent with Regulation S-X under the Securities Act).  If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Indebtedness will be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months).  If any Indebtedness that is being given pro forma
effect bears an interest rate at the option of the Issuer, the interest rate
shall be calculated by applying such optional rate chosen by the
Issuer.





8





“Consolidated
EBITDA” for any period with respect to any specified Person means, without
duplication, the Consolidated Net Income for such period of such Person, plus
the following to the extent deducted in calculating such Consolidated Net
Income:





(1)
            Consolidated
      Interest Expense;





(2)
            Consolidated
      Income Taxes;





(3)
            consolidated
      depreciation expense;





(4)
            consolidated
      amortization of intangibles (other than amortization of programming
      assets);





(5)
            other
      non-cash charges reducing Consolidated Net Income (excluding any such
      non-cash charge to the extent it represents an accrual of or reserve for
      cash charges in any future period or amortization of a prepaid cash
      expense that was paid in a prior period not included in the calculation);
      and





(6)
            minority
      interest in (income)/loss of consolidated
  subsidiaries.





In each
case on a consolidated basis and in accordance with GAAP.





“Consolidated
Income Taxes” means, with respect to any Person for any period, taxes imposed
upon such Person or other payments required to be made by such Person by any
governmental authority which taxes or other payments are calculated by reference
to the income or profits of such Person or such Person and its Restricted
Subsidiaries (to the extent such income or profits were included in computing
Consolidated Net Income for such period), regardless of whether such taxes or
payments are required to be remitted to any governmental authority.





“Consolidated
Interest Expense” means, for any period, the total interest expense of the
Issuer and its consolidated Restricted Subsidiaries, whether paid or accrued,
plus, to the extent not included in such interest expense:





(1)
            interest
      expense attributable to Capitalized Lease Obligations and the interest
      portion of rent expense associated with Attributable Indebtedness in
      respect of the relevant lease giving rise thereto, determined as if such
      lease were a capitalized lease in accordance with GAAP and the interest
      component of any deferred payment
obligations;





(2)
            amortization
      of debt discount and debt issuance
cost;





(3)
            non-cash
      interest expense;





(4)
            commissions,
      discounts and other fees and charges owed with respect to letters of
      credit and bankers’ acceptance
financing;





(5)
            interest
      actually paid by the Issuer or any such Restricted Subsidiary under any
      Guarantee of Indebtedness or other obligation of any other
      Person;





9





(6)
            net
      costs associated with Hedging Obligations (including amortization of
      fees);





(7)
            the
      consolidated interest expense of such Person and its Restricted
      Subsidiaries that was capitalized during such
  period;





(8)
            all
      dividends paid or payable in cash, Cash Equivalents or Indebtedness or
      accrued during such period on any series of Disqualified Stock of such
      Person or on Preferred Stock of its Restricted Subsidiaries payable to a
      party other than the Issuer or a Restricted Subsidiary;
  and





(9)
            the
      cash contributions to any employee stock ownership plan or similar trust
      to the extent such contributions are used by such plan or trust to pay
      interest or fees to any Person (other than the Issuer) in connection with
      Indebtedness Incurred by such plan or trust; provided, however, that there
      will be excluded therefrom any such interest expense of any Unrestricted
      Subsidiary to the extent the related Indebtedness is not Guaranteed or
      paid by the Issuer or any Restricted
Subsidiary.





Notwithstanding
the foregoing, any capitalized or other costs incurred by the Issuer and its
Restricted Subsidiaries relating to the early extinguishment of Indebtedness
shall not be included in the calculation of Consolidated Interest
Expense.





For
purposes of the foregoing, total interest expense will be determined after
giving effect to any net payments made or received by the Issuer and its
Subsidiaries with respect to Interest Rate Agreements.





“Consolidated
Net Income” means, for any period, the net income (loss) of the Issuer and its
consolidated Restricted Subsidiaries determined in accordance with GAAP; provided, however, that there will not
be included in such Consolidated Net Income:





(1)
            any
      net income (loss) of any Person if such Person is not a Restricted
      Subsidiary, except that:





(a)
            subject
      to the limitations contained in clauses (3), (4) and (5) below, the
      Issuer’s equity in the net income of any such Person for such period will
      be included in such Consolidated Net Income up to the aggregate amount of
      cash actually distributed by such Person during such period to the Issuer
      or a Restricted Subsidiary as a dividend or other distribution (subject,
      in the case of a dividend or other distribution to a Restricted
      Subsidiary, to the limitations contained in clause (2) below);
      and





(b)
            the
      Issuer’s equity in a net loss of any such Person (other than an
      Unrestricted Subsidiary) for such period will be included in determining
      such Consolidated Net Income to the extent such loss has been funded with
      cash from the Issuer or a Restricted
Subsidiary;





(2)
            any
      net income (but not loss) of any Restricted Subsidiary if such Subsidiary
      is subject to restrictions, directly or indirectly, on the payment of
      dividends or the making of distributions by such Restricted Subsidiary,
      directly or indirectly, to the Issuer, except
  that:





10





(a)
            subject
      to the limitations contained in clauses (3), (4) and (5) below, the
      Issuer’s equity in the net income of any such Restricted Subsidiary for
      such period will be included in such Consolidated Net Income up to the
      aggregate amount of cash that could have been distributed by such
      Restricted Subsidiary during such period to the Issuer or another
      Restricted Subsidiary as a dividend or distribution paid or permitted to
      be paid, directly or indirectly, by loans, advances, intercompany
      transfers or otherwise (for so long as permitted) to the Issuer or a
      Restricted Subsidiary (subject, in the case of such a dividend or
      distribution to another Restricted Subsidiary, to the limitation contained
      in this clause); and





(b)
            the
      Issuer’s equity in a net loss of any such Restricted Subsidiary for such
      period will be included in determining such Consolidated Net
      Income;





(3)
            any
      gain (loss) realized upon the sale or other disposition of any property,
      plant or equipment of the Issuer or its consolidated Restricted
      Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which
      is not sold or otherwise disposed of in the ordinary course of business
      and any gain (loss) realized upon the sale or other disposition of any
      Capital Stock of any Person;





(4)
            any
      extraordinary gain or loss;





(5)
            any
      foreign exchange gains or losses;
and





(6)
            the
      cumulative effect of a change in accounting
  principles.





“Corporate
Trust Office” means the address of the Trustee specified in Section 12.1, or
such other address as to which the Trustee may, from time to time, give written
notice to the Issuer.





“Covenant
Defeasance” shall have the meaning set forth in Section 8.3.





“Credit
Facility” means one or more debt facilities (including the Existing Credit
Facilities) in the form of loan agreements, revolving credit facilities,
overdraft facilities, working capital facilities, syndicated credit facilities,
letters of credit and other facilities provided by commercial banks and other
financial institutions as each such facility may be amended, restated, modified,
renewed, refunded, replaced, restructured or refinanced in whole or in part from
time to time.





“Currency
Agreement” means in respect of a Person, any foreign exchange contract, currency
swap agreement or other similar agreement as to which such Person is a party or
a beneficiary.





“Custodian”
means any receiver, trustee, assignee, liquidator, examiner, administrator,
sequestration or similar official under any Bankruptcy Law.





“Czech
Working Capital Facility” means the working capital facility dated October 27,
2005 between CET 21 spol. s.r.o. and Ceska Sporitelna, a.s.





11





“Default”
means any event which is, or after notice or passage of time or both would be,
an Event of Default.





“Default
Interest Payment Date” shall have the meaning set forth in Section
2.13.





“Definitive
Notes” means Notes in definitive registered form substantially in the form of
Exhibit B hereto.





“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable) or upon the happening of any event:





(1)
            matures
      or is mandatorily redeemable pursuant to a sinking fund obligation or
      otherwise;





(2)
            is
      convertible or exchangeable for Indebtedness or Disqualified Stock
      (excluding Capital Stock which is convertible or exchangeable solely at
      the option of the Issuer or a Restricted Subsidiary);
  or





(3)
            is
      redeemable at the option of the holder of the Capital Stock thereof, in
      whole or in part,





in each
case, on or prior to the date that is 91 days after the date (a) on which the
Notes mature or (b) on which there are no Notes outstanding, provided that only the
portion of Capital Stock which so matures or is mandatorily redeemable, is so
convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that any Capital
Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Issuer to repurchase such Capital Stock
upon the occurrence of a change of control or asset sale (each defined in a
substantially identical manner to the corresponding definitions in this
Indenture) shall not constitute Disqualified Stock if the terms of such Capital
Stock (and all such securities into which it is convertible or for which it is
ratable or exchangeable) provide that the Issuer may not repurchase or redeem
any such Capital Stock (and all such securities into which it is convertible or
for which it is ratable or exchangeable) pursuant to such provision prior to
compliance by the Issuer with Sections 4.9 and 4.14 hereof and such repurchase
or redemption complies with Section 4.4 hereof.





“Euroclear”
means Euroclear Bank S.A./N.V.





“Event of
Default” shall have the meaning set forth in Section 6.1.





“Excess
Proceeds” shall have the meaning set forth in Section 4.9.





“Existing
Credit Facilities” means the credit facility dated October 27, 2005 between CET
21 spol. s r.o. and Ceska Sporitelna, a.s.; the Czech Working Capital Facility;
the factoring facility dated October 27, 2005 between CET 21 s r.o. and
Factoring Ceska Sporitelna, a.s.; and the revolving five-year facility dated
July 29, 2005 between Produkcija Plus d.o.o. and ING Bank N.V., Nova Ljubljanska
d.d., Ljubljana and Bank Austria Creditanstalt d.d., Ljubljana.





“Existing
Senior Notes” means the 2005 Notes, the 2007 Notes and the 2008 Convertible
Notes.





12





“Framework
Agreement” means the framework agreement by and between the Issuer and PPF
(Cyprus) Ltd., dated as of December 13, 2004.





“GAAP”
means generally accepted accounting principles in the United States of America
as in effect from time to time, including those set forth in the opinions and
the pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and the Public Company Accounting Oversight
Board and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as approved by a
significant segment of the accounting profession.  All ratios and
computations based on GAAP contained in this Indenture will be computed in
conformity with GAAP.





“Global
Note” shall mean one or more International Global Notes or U.S. Global
Notes.





“Government
Obligations” means direct non-callable and non-redeemable obligations (in each
case, with respect to the issuer thereof) of any member state of the European
Union that is a member of the European Union as of the date of this Indenture or
of the United States of America (including, in each case, any agency or
instrumentality thereof), as the case may be, the payment of which is secured by
the full faith and credit of the applicable member state or of the United States
of America, as the case may be.





“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any other Person and any obligation,
direct or indirect, contingent or otherwise, of such Person:





(1)
            to
      purchase or pay (or advance or supply funds for the purchase or payment
      of) such Indebtedness of such other Person (whether arising by virtue of
      partnership arrangements, or by agreement to keep-well, to purchase
      assets, goods, securities or services, to take-or-pay, or to maintain
      financial statement conditions or otherwise);
or





(2)
            entered
      into for purposes of assuring in any other manner the obligee of such
      Indebtedness of the payment thereof or to protect such obligee against
      loss in respect thereof (in whole or in part); provided, however, that the term
      “Guarantee” will not include endorsements for collection or deposit in the
      ordinary course of business. The term “Guarantee” used as a verb has a
      corresponding meaning.





“Guarantor
Subordinated Obligations” means, with respect to a Subsidiary Guarantor, any
Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date
or thereinafter Incurred) which is expressly subordinate in right of payment to
the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
pursuant to a written agreement.





“Hedging
Obligations” of any Person means the obligations of such Person pursuant to any
Interest Rate Agreement or Currency Agreement.





“Incur”
means issue, create, assume, Guarantee, incur or otherwise become liable for;
provided, however, that any
Indebtedness or Capital Stock of a Person existing at the time such Person
becomes a Restricted Subsidiary (whether by amalgamation, merger, consolidation,
acquisition or otherwise) will be deemed to be incurred by such Restricted
Subsidiary at the time it becomes a Restricted Subsidiary; and the terms
“Incurred” and “Incurrence” have meanings correlative to the
foregoing.





13





“Indebtedness”
means, with respect to any Person on any date of determination (without
duplication):





(1)
            the
      principal of and premium (if any) in respect of indebtedness of such
      Person for borrowed money;





(2)
            the
      principal of and premium (if any) in respect of obligations of such Person
      evidenced by bonds, debentures, notes or other similar
      instruments;





(3)
            the
      principal component of all obligations of such Person in respect of
      letters of credit, bankers’ acceptances or other similar instruments
      (including reimbursement obligations with respect thereto except to the
      extent such reimbursement obligation relates to a trade payable and such
      obligation is satisfied within 30 days of
  Incurrence);





(4)
            the
      principal component of all obligations of such Person to pay the deferred
      and unpaid purchase price of property (except trade payables), which
      purchase price is due more than six months after the date of placing such
      property in service or taking delivery and title
  thereto;





(5)
            Capitalized
      Lease Obligations and all Attributable Indebtedness of such
      Person;





(6)
            the
      principal component or liquidation preference of all obligations of such
      Person with respect to the redemption, repayment or other repurchase of
      any Disqualified Stock or, with respect to any Subsidiary, any Preferred
      Stock (but excluding, in each case, any accrued
  dividends);





(7)
            the
      principal component of all Indebtedness of other Persons secured by a Lien
      on any asset of such Person, whether or not such Indebtedness is assumed
      by such Person; provided, however, that the
      amount of such Indebtedness will be the lesser of (a) the fair market
      value of such asset at such date of determination and (b) the amount of
      such Indebtedness of such other
Persons;





(8)
            the
      principal component of Indebtedness of other Persons to the extent
      Guaranteed by such Person; and





(9)
            to
      the extent not otherwise included in this definition, net obligations of
      such Person under Currency Agreements and Interest Rate Agreements (the
      amount of any such obligations to be equal at any time to the termination
      value of such agreement or arrangement giving rise to such obligation that
      would be payable by such Person at such
time).





The
amount of Indebtedness of any Person at any date will be the outstanding balance
at such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date.





14





In
addition, “Indebtedness” of any Person shall include Indebtedness described in
the preceding paragraph that would not appear as a liability on the balance
sheet of such Person if:





(1)
            such
      Indebtedness is the obligation of a partnership or Joint Venture that is
      not a Restricted Subsidiary;





(2)
            such
      Person or a Restricted Subsidiary of such Person is a general partner of
      the Joint Venture (a “General Partner”);
and





(3)
            there
      is recourse, by contract or operation of law, with respect to the payment
      of such Indebtedness to property or assets of such Person or a Restricted
      Subsidiary of such Person; and then such Indebtedness shall be included in
      an amount not to exceed:





(a)
            the
      lesser of (i) the net assets of the General Partner and (ii) the amount of
      such obligations to the extent that there is recourse, by contract or
      operation of law, to the property or assets of such Person or a Restricted
      Subsidiary of such Person; or





(b)
            if
      less than the amount determined pursuant to clause (a) immediately above,
      the actual amount of such Indebtedness that is recourse to such Person or
      a Restricted Subsidiary of such Person, if the Indebtedness is evidenced
      by a writing and is for a determinable amount and the related interest
      expense shall be included in Consolidated Interest Expense to the extent
      actually paid by the Issuer or its Restricted
  Subsidiaries.





“Indenture”
means this Indenture, as amended, modified or supplemented from time to time in
accordance with the terms hereof.





“Instructions”
means any written notices, written directions or written instructions received
by any Agent in accordance with the provisions of this Indenture from an
Authorized Person.





“Intercreditor
Agreement” means the intercreditor deed, dated on or about the Issue Date, among
others, the Company, the Subsidiary Guarantors, the Trustee and the Security
Trustee, as amended from time to time.





“Interest
Rate Agreement” means, with respect to any Person, any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement or other similar agreement or
arrangement as to which such Person is party or a beneficiary.





“International
Global Note” shall have the meaning set forth in Section 2.1
hereof.





“International
Notes” shall have the meaning set forth in Section 2.1 hereof.





“Investment”
means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business) or
other extension of credit (including by way of Guarantee or similar arrangement,
but excluding any debt or extension of credit represented by a bank deposit
other than a time deposit) or capital contribution to (by means of any transfer
of cash or other property to others or any payment for property or services for
the account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by, such Person and all other
items that are or would be classified as investments on a balance sheet prepared
in accordance with GAAP; provided that none of the
following will be deemed to be an Investment:





15





(1)
            Hedging
      Obligations entered into in the ordinary course of business and in
      compliance with this Indenture;





(2)
            endorsements
      of negotiable instruments and documents in the ordinary course of
      business; and





(3)
            an
      acquisition of assets, Capital Stock or other securities by the Issuer or
      a Subsidiary for consideration to the extent such consideration consists
      of common equity securities of the
Issuer.





For
purposes of Section 4.4 of this Indenture:





(1)
            “Investment”
      will include the portion (proportionate to the Issuer’s equity interest in
      a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of
      the fair market value of the net assets of such Restricted Subsidiary of
      the Issuer at the time that such Restricted Subsidiary is designated an
      Unrestricted Subsidiary; provided, however, that upon a
      redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer
      will be deemed to continue to have a permanent “Investment” in an
      Unrestricted Subsidiary in an amount (if positive) equal to (a) the
      Issuer’s “Investment” in such Subsidiary at the time of such redesignation
      less (b) the portion (proportionate to the Issuer’s equity interest in
      such Subsidiary) of the fair market value of the net assets (as
      conclusively determined by the Board of Directors in good faith) of such
      Subsidiary at the time that such Subsidiary is so redesignated a
      Restricted Subsidiary; and





(2)
            any
      property transferred to or from an Unrestricted Subsidiary will be valued
      at its fair market value at the time of such transfer, in each case as
      determined in good faith by the Board of Directors.  If the
      Issuer or any Restricted Subsidiary of the Issuer sells or otherwise
      disposes of any Voting Stock of any Restricted Subsidiary of the Issuer
      such that, after giving effect to any such sale or disposition, such
      entity is no longer a Subsidiary of the Issuer, the Issuer shall be deemed
      to have made an Investment on the date of any such sale or disposition
      equal to the fair market value (as conclusively determined by the Board of
      Directors in good faith) of the Capital Stock of such Subsidiary not sold
      or disposed of.





“Issue
Date” means the date on which the Notes are originally issued.





“Joint
Venture” means any joint venture entity, whether a company, unicorporated firm,
undertaking, association, joint venture or partnership that is not a Restricted
Subsidiary in which the Issuer or any Subsidiary of the Issuer has an interest
from time to time.





“Legal
Defeasance” shall have the meaning set forth in Section 8.2.





16





“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of
any kind (including any conditional sale or other title retention agreement or
lease in the nature thereof).





“Losses”
means any and all claims, losses, liabilities, damages, costs, expenses and
judgments (including legal fees and expenses) sustained by a
Person.





“Maturity
Date” means September 15, 2016.





“Moody’s”
means Moody’s Investor Service, Inc. or its successor.





“Net
Available Cash” from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when
received, but excluding any other consideration received in the form of
assumption by the acquiring person of Indebtedness or other obligations relating
to the properties or assets that are the subject of such Asset Disposition or
received in any other non-cash form) therefrom, in each case net
of:





(1)
            all
      legal, accounting, investment banking, title and recording tax expenses,
      commissions and other fees and expenses incurred, and all national,
      provincial, foreign and local taxes required to be paid or accrued as a
      liability under GAAP (after taking into account any available tax credits
      or deductions and any tax sharing agreements), as a consequence of such
      Asset Disposition;





(2)
            all
      payments made on any Indebtedness which is secured by any assets subject
      to such Asset Disposition, in accordance with the terms of any Lien upon
      such assets, or which must by its terms, or in order to obtain a necessary
      consent to such Asset Disposition, or by applicable law be repaid out of
      the proceeds from such Asset
Disposition;





(3)
            all
      distributions and other payments required to be made to minority interest
      holders in Subsidiaries or Joint Ventures as a result of such Asset
      Disposition; and





(4)
            the
      deduction of appropriate amounts to be provided by the seller as a
      reserve, in accordance with GAAP, against any liabilities associated with
      the assets disposed of in such Asset Disposition and retained by the
      Issuer or any Restricted Subsidiary after such Asset
      Disposition.





“Net Cash
Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash
proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, listing fees, discounts or commissions
and brokerage, consultant and other fees and charges actually incurred and paid
in connection with such issuance or sale and net of taxes paid or payable as a
result of such issuance or sale (after taking into account any available tax
credit or deductions and any tax sharing arrangements).





“Non-Recourse
Debt” means Indebtedness:





(1)
            as
      to which neither the Issuer nor any Restricted Subsidiary (a) provides any
      Guarantee or credit support of any kind (including any undertaking,
      guarantee, indemnity, agreement or instrument that would constitute
      Indebtedness) or (b) is directly or indirectly liable (as a guarantor or
      otherwise); and





17





(2)
            no
      default with respect to which (including any rights that the holders
      thereof may have to take enforcement action against an Unrestricted
      Subsidiary) would permit (upon notice, lapse of time or both) any holder
      of any other Indebtedness of the Issuer or any Restricted Subsidiary to
      declare a default under such other Indebtedness or cause the payment
      thereof to be accelerated or payable prior to its stated
      maturity.





“Notes”
shall have the meaning set forth in the preamble of this Indenture.





“Offering
Memorandum” means the Offering Memorandum, dated September 10, 2009, relating to
the Notes.





“Officer”
means the Chief Executive Officer, the Chief Financial Officer, the Deputy Chief
Financial Officer, any Vice President or the Secretary of the
Issuer.





“Officers’
Certificate” means a certificate signed by two Officers or by an Officer and
either an Assistant Treasurer or an Assistant Secretary of the
Issuer.





“Opinion
of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Issuer or the
Trustee.





“Original
Notes” shall have the meaning set forth in the preamble to this
Indenture.





“Pari
Passu Indebtedness” means Indebtedness that ranks equally in right of payment to
the Notes.





“Pari
Passu Notes” shall have the meaning set forth in Section 4.9.





“Paying
Agent” shall have the meaning set forth in Section 2.3.





“Payor”
shall mean the Issuer, any Subsidiary Guarantor or a successor of any
thereof.





“Permitted
Business” means (a) any business conducted by the Issuer and any of its
Restricted Subsidiaries on the date of this Indenture, (b) any reasonable
extension of such business and (c) any business reasonably related, ancillary or
complementary thereto.





“Permitted
Holders” means (a) each beneficial owner of the Issuer’s Class B Common Stock on
the Issue Date, (b) family members of any beneficial holder of the Issuer’s
Class B Common Stock on the Issue Date, (c) trusts, the only beneficiaries of
which are persons or entities described in (a) and (b) above, and (d)
partnerships, corporations, or limited liability companies which are controlled
by the persons or entities described in (a) or (b) above.





“Permitted
Investment” means an Investment by the Issuer or any Restricted Subsidiary
in:





(1)
            a
      Restricted Subsidiary or a Person which will, upon the making of such
      Investment, become a Restricted Subsidiary; provided, however, that the
      primary business of such Restricted Subsidiary is a Permitted
      Business;





18





(2)
            another
      Person if as a result of such Investment such other Person is merged or
      consolidated with or into, or transfers or conveys all or substantially
      all its assets to, the Issuer or a Restricted Subsidiary; provided, however, that such
      Person’s primary business is a Permitted
  Business;





(3)
            cash
      and Cash Equivalents;





(4)
            receivables
      owing to the Issuer or any Restricted Subsidiary created or acquired in
      the ordinary course of business and payable or dischargeable in accordance
      with customary trade terms; provided, however, that such
      trade terms may include such concessionary trade terms as the Issuer or
      any such Restricted Subsidiary deems reasonable under the
      circumstances;





(5)
            payroll,
      travel and similar advances to cover matters that are expected at the time
      of such advances ultimately to be treated as expenses for accounting
      purposes and that are made in the ordinary course of
    business;





(6)
            loans
      or advances to employees (other than executive directors) made in the
      ordinary course of business consistent with past practices of the Issuer
      or such Restricted Subsidiary;





(7)
            Capital
      stock, obligations or securities received in settlement of debts created
      in the ordinary course of business and owing to the Issuer or any
      Restricted Subsidiary or in satisfaction of judgments or pursuant to any
      plan of reorganization or similar arrangement upon the bankruptcy or
      insolvency of a debtor;





(8)
            Investments
      made as a result of the receipt of non-cash consideration from an Asset
      Disposition that was made pursuant to and in compliance with Section
      4.9;





(9)
              Investments
      in existence on the Issue
Date;





(10)
            Currency
      Agreements, Interest Rate Agreements and related Hedging Obligations,
      which transactions or obligations are Incurred in compliance with Section
      4.3 of this Indenture;





(11)
            Investments
      by the Issuer or a Restricted Subsidiary in Joint Ventures with another
      Person for the purpose of engaging in a Permitted Business; providedthat the
      Issuer is able to Incur an additional €1.00 of Indebtedness pursuant to
      clause (a) of Section 4.3 after giving effect, on a pro forma basis, to
      such Investment;





(12)
            Investments
      by the Issuer or any of its Restricted Subsidiaries, together with all
      other Investments pursuant to this clause (12), in an aggregate amount at
      the time of such Investment not to exceed €40 million outstanding at any
      one time; and





(13)
            Guarantees
      issued in accordance with Section 4.3 of this
  Indenture.





19





“Permitted
Liens” means, with respect to any Person:





(1)
            Liens
      securing Indebtedness and other obligations under a Credit Facility
      permitted to be Incurred under clause (b)(1) of Section 4.3 of this
      Indenture;





(2)
            Liens
      securing Indebtedness and other obligations Incurred under clause (b)(11)
      of Section 4.3;





(3)
            pledges
      or deposits by such Person under workmen’s compensation laws, unemployment
      insurance laws or similar legislation, or good faith deposits in
      connection with bids, tenders, contracts (other than for the payment of
      Indebtedness) or leases to which such Person is a party, or deposits to
      secure public or statutory obligations of such Person or deposits of cash
      or Government Obligations to secure surety or appeal bonds to which such
      Person is a party, or deposits as security for contested taxes or import
      or customs duties or for the payment of rent, in each case Incurred in the
      ordinary course of business;





(4)
            Liens
      imposed by law, including carriers’, warehousemen’s and mechanics’ Liens,
      in each case for sums not yet due or being contested in good faith by
      appropriate proceedings if a reserve or other appropriate provisions, if
      any, as shall be required by GAAP, shall have been made in respect
      thereof;





(5)
            Liens
      for taxes, assessments or other governmental charges not yet subject to
      penalties for non payment or which are being contested in good faith by
      appropriate proceedings, provided appropriate reserves required pursuant
      to GAAP have been made in respect
thereof;





(6)
            Liens
      in favor of issuers of surety or performance bonds or letters of credit or
      bankers’ acceptances issued pursuant to the request of and for the account
      of such Person in the ordinary course of its business; provided, however, that such
      letters of credit do not constitute
  Indebtedness;





(7)
            encumbrances,
      easements or reservations of, or rights of others for, licenses, rights of
      way, sewers, electric lines, telegraph and telephone lines and other
      similar purposes, or zoning or other restrictions as to the use of real
      properties or liens incidental to the conduct of the business of such
      Person or to the ownership of its properties which do not in the aggregate
      materially adversely affect the value of said properties or materially
      impair their use in the operation of the business of such
      Person;





(8)
            Liens
      securing Hedging Obligations so long as the related Indebtedness is, and
      is permitted to be under this Indenture, secured by a Lien on the same
      property securing such Hedging
Obligation;





(9)
            leases
      and subleases of real property which do not materially interfere with the
      ordinary conduct of the business of the Issuer or any of its Restricted
      Subsidiaries;





(10)
            judgment
      Liens not giving rise to an Event of Default so long as such Lien is
      adequately bonded and any appropriate legal proceedings which may have
      been duly initiated for the review of such judgment have not been finally
      terminated or the period within which such proceedings may be initiated
      has not expired;





20





(11)
            Liens
      for the purpose of securing the payment of all or a part of the purchase
      price of, or Capitalized Lease Obligations with respect to, assets or
      property acquired or constructed in the ordinary course of business; provided
      that:





(a)
            the
      aggregate principal amount of Indebtedness secured by such Liens is
      otherwise permitted to be Incurred under this Indenture and does not
      exceed the cost of the assets or property so acquired or constructed;
      and





(b)
            such
      Liens are created within 180 days of construction or acquisition of such
      assets or property and do not encumber any other assets or property of the
      Issuer or any Restricted Subsidiary other than such assets or property and
      assets affixed or appurtenant
thereto;





(12)
            Liens
      arising solely by virtue of any statutory or common law provisions
      relating to banker’s Liens, rights of set-off or similar rights and
      remedies as to deposit accounts or other funds maintained with a
      depositary institution; provided that such
      deposit account is not intended by the Issuer or any Restricted Subsidiary
      to provide collateral to the depository
  institution;





(13)
            Liens
      arising from United States Uniform Commercial Code financing statement
      filings (or similar filings in other applicable jurisdictions) regarding
      operating leases entered into by the Issuer and its Restricted
      Subsidiaries in the ordinary course of
business;





(14)           Liens
existing on the Issue Date;





(15)
            Liens
      on property or shares of stock of a Person at the time such Person becomes
      a Restricted Subsidiary; provided, however, that such
      Liens are not created, incurred or assumed in connection with, or in
      contemplation of, such other Person becoming a Restricted Subsidiary;
      provided further, however, that any such
      Lien may not extend to any other property owned by the Issuer or any
      Restricted Subsidiary;





(16)
            Liens
      on property at the time the Issuer or a Restricted Subsidiary acquired the
      property, including any acquisition by means of a merger or consolidation
      with or into the Issuer or any Restricted Subsidiary; provided, however, that
      such Liens are not created, incurred or assumed in connection with, or in
      contemplation of, such acquisition; provided further, however, that such
      Liens may not extend to any other property owned by the Issuer or any
      Restricted Subsidiary;





(17)
            Liens
      securing Indebtedness or other obligations of a Restricted Subsidiary
      owing to the Issuer or another Restricted
  Subsidiary;





(18)
            Liens
      securing the Notes or any Subsidiary
Guarantee;





(19)
            Liens
      securing Refinancing Indebtedness incurred to refinance Indebtedness that
      was previously so secured, provided that any such
      Lien is limited to all or part of the same property or assets (plus
      improvements, replacement accessions, proceeds or dividends or
      distributions in respect thereof) that secured (or, under the written
      arrangements under which the original Lien arose, could secure) the
      Indebtedness being refinanced or is in respect of property that is the
      security for a Permitted Lien
hereunder;





21





(20)
            any
      interest or title of a lessor under any Capitalized Lease Obligation or
      operating lease; and





(21)
            Liens
      securing Indebtedness Incurred in respect of any customary cash
      management, cash pooling or netting or setting off arrangements (notional
      or otherwise) entered into in the ordinary course of
    business.





“Person”
means any individual, corporation, partnership, joint venture, association,
company, trust, unincorporated organization, limited liability company,
government or any agency or political subdivision thereof or any other
entity.





“Pledged
Shares” means the shares of CME NV and CME BV and any other Capital Stock of a
Subsidiary of the Issuer pledged as security pursuant to this
Indenture.





“Preferred
Stock,” as applied to the Capital Stock of any corporation, means Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
Capital Stock of any other class of such corporation.





“Principal
Paying Agent” shall have the meaning set forth in Section 2.3.





“Private
Placement Legend” means the legend set forth in Section 2.7(g).





“Public
Equity Offering” means a public offering for cash by the Issuer of its common
stock, or options, warrants or rights with respect to its common stock
subsequent to the 2005 Issue Date (A) for Net Cash Proceeds of at least $50
million and (B) where such common stock is listed or quoted on a recognized
securities exchange or inter-dealer quotation system.





“Qualified
Institutional Buyer” shall have the meaning specified in Rule 144A under the
U.S. Securities Act.





“Rating
Agencies” means Moody’s or S&P and if Moody’s or S&P shall not make a
rating of the Notes publicly available, an internationally recognized securities
rating agency or agencies, as the case may be, which shall be substituted for
Moody’s or S&P or each of them as the case may be.





“Rating
Date” means the date which is the day prior to the initial public announcement
by the Issuer or the proposed acquirer that (i) the acquirer has entered into
one or more binding agreements with the Issuer and/or shareholders of the Issuer
that would give rise to a Change of Control or (ii) the proposed acquirer has
commenced an offer to acquire outstanding Voting Stock of the
Issuer.





22





“Rating
Decline” shall be deemed to occur if on the 60th day
following the occurrence of a Change of Control the rating of the Notes by
either Rating Agency shall have been either (i) withdrawn or (ii) downgraded, by
one or more degradations, from the ratings in effect on the Rating
Date.





“Record
Date” means the Record Dates specified in the Notes.





“Redemption
Date” when used with respect to any Note to be redeemed, means the date fixed
for such redemption pursuant to this Indenture and Paragraph 7 of any
Note.





“Redemption
Price” when used with respect to any Note to be redeemed, means the price fixed
for such redemption pursuant to this Indenture and Paragraphs 7 and 8 of any
Note.





“Refinancing
Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace,
exchange, renew, repay or extend (including pursuant to any defeasance or
discharge mechanism) (collectively, “refinance,” “refinances,” and “refinanced”
shall have a correlative meaning) any Indebtedness existing on the date of this
Indenture or Incurred in compliance with this Indenture (including Indebtedness
of the Issuer that refinances Indebtedness of any Restricted Subsidiary and
Indebtedness of any Restricted Subsidiary that refinances Indebtedness of
another Restricted Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness; provided, however, that:





(1)
            (a)
      if the Stated Maturity of the Indebtedness being refinanced is earlier
      than the Stated Maturity of the Notes, the Refinancing Indebtedness has a
      Stated Maturity no earlier than the Stated Maturity of the Indebtedness
      being refinanced or (b) if the Stated Maturity of the Indebtedness being
      refinanced is later than the Stated Maturity of the Notes, the Refinancing
      Indebtedness has a Stated Maturity at least 91 days later than the Stated
      Maturity of the Notes;





(2)
            the
      Refinancing Indebtedness has an Average Life at the time such Refinancing
      Indebtedness is Incurred that is equal to or greater than the Average Life
      of the Indebtedness being
refinanced;





(3)
            such
      Refinancing Indebtedness is Incurred in an aggregate principal amount (or
      if issued with original issue discount, an aggregate issue price) that is
      equal to or less than the sum of the aggregate principal amount (or if
      issued with original issue discount, the aggregate accreted value) then
      outstanding of Indebtedness being refinanced (plus, without duplication,
      any additional Indebtedness Incurred to pay interest or premiums required
      by the instruments governing such existing Indebtedness and fees incurred
      in connection therewith); and





(4)
            if
      the Indebtedness being refinanced is subordinated in right of payment to
      the Notes or a Subsidiary Guarantee of a Subsidiary Guarantor, such
      Refinancing Indebtedness is subordinated in right of payment to the Notes
      or such Subsidiary Guarantee, as the case may be, on terms at least as
      favorable to the holders of Notes as those contained in the documentation
      governing the Indebtedness being extended, refinanced, renewed, replaced,
      defeased or refunded.





23





“Registrar”
shall have the meaning set forth in Section 2.3 of this Indenture.





“Regulation
S” means Regulation S (including any successor regulation thereto) under the
U.S. Securities Act, as it may be amended from time to time.





“Relevant
Taxing Jurisdiction” shall have the meaning set forth in Paragraph 2 of any
Note.





“Restricted
Investment” means any Investment other than a Permitted Investment.





“Restricted
Payment” shall have the meaning set forth in Section 4.4.





“Restricted
Period” shall have the meaning set forth in Section 2.7(c).





“Restricted
Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted
Subsidiary.





“Rule
144” means Rule 144 (including any successor regulation thereto) under the U.S.
Securities Act, as it may be amended from time to time.





“Rule
144A” means Rule 144A (including any successor regulation thereto) under the
U.S. Securities Act, as it may be amended from time to time.





“Sale/Leaseback
Transaction” means an arrangement relating to property now owned or hereafter
acquired whereby the Issuer or a Restricted Subsidiary transfers such property
to a Person and the Issuer or a Restricted Subsidiary leases it from such
Person.





“Security
Documents” shall have the meaning set forth in Section 11.1.





“Security
Trustee” means the security trustee from time to time under the Security
Documents, which shall initially be The Law Debenture Trust Corporation
p.l.c.





“Significant
Subsidiary” means any Restricted Subsidiary that would be a “Significant
Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission as of the date of this Indenture.





“S&P”
means Standard and Poor’s Ratings Group and its successors.





“Stated
Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the payment of principal of such security is
due and payable, including pursuant to any mandatory redemption provision, but
shall not include any contingent obligations to repay, redeem or repurchase any
such principal prior to the date originally scheduled for the payment
thereof.





“Subordinated
Obligation” means any Indebtedness of the Issuer (whether outstanding on the
Issue Date or thereafter Incurred), which is subordinate or junior in right of
payment to the Notes pursuant to a written agreement.





“Subsidiary”
of any Person means (i) any corporation, association, partnership, joint
venture, limited liability company or other business entity of which more than
50% of the total voting power of shares of Capital Stock or other interests
(including partnership and joint venture interests) entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of
such Person or (3) one or more Subsidiaries of such Person or (ii) any
corporation, association, partnership, joint venture, limited liability company
or other business entity which is consolidated with the Issuer and its
Subsidiaries in accordance with GAAP.  Unless otherwise specified
herein, each reference to a Subsidiary will refer to a Subsidiary of the
Issuer.





24





“Subsidiary
Guarantee” means, individually, any guarantee of payment of the Notes by a
Subsidiary Guarantor pursuant to the terms of this Indenture and any
supplemental indenture hereto, and collectively, all such
Guarantees.  Each Subsidiary Guarantee will be in a form prescribed
herein.





“Subsidiary
Guarantors” means Central European Media Enterprises N.V. and CME Media
Enterprises B.V., and any other Restricted Subsidiary that provides a Subsidiary
Guarantee in accordance with this Indenture and any supplemental indenture
hereto, provided that upon release or discharge of such Person from its
Guarantee in accordance with this Indenture, such Person shall cease to be a
Subsidiary Guarantor.





“Successor
Company” shall have the meaning set forth in Section 4.18(a)(1).





“Tax
Redemption Date” when used with respect to any Note to be redeemed, means the
date fixed for such redemption pursuant to this Indenture and Paragraph 8 of any
Note.





“Taxes”
shall have the meaning set forth in Paragraph 2 of any Note.





“Transfer
Agent” means any Person authorized by the Issuer to effectuate the exchange or
transfer of any Note on behalf of the Issuer hereunder.





“Trust
Officer” means any officer within The Bank of New York Mellon, acting through
its London Branch, (or any successor group of the Trustee), including any
director, managing director, vice president, assistant vice president, corporate
trust officer, assistant corporate trust officer, secretary, assistant
secretary, treasurer, assistant treasurer, associate or any other officer or
assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at that time shall be such officers having
direct responsibility for the administration of this Indenture, and also means,
with respect to a particular corporate trust matter, any other officer to whom
such trust matter is referred because of his or her knowledge of and familiarity
with the particular subject.





“Trustee”
means the party named as such in this Indenture until a successor replaces it in
accordance with the provisions of this Indenture and thereafter means such
successor.





“Unrestricted
Subsidiary” means:





(1)
            as
      of the Issue Date, each of International Media Services Ltd., CME Ukraine
      Holding GmbH, Innova Film GmbH, CME Cyprus Holding Ltd., Grizard
      Investments Limited, Grintwood Investments Limited, TV Media Planet Ltd.,
      1 + 1 Production, Studio 1+1 LLC, Ukrainian Media Services LLC,
      Ukrpromtorg-2003 LLC, Gravis-Kino LLC, TV Stimul LLC, TOR LLC, ZHYSA LLC,
      Top Tone Media S.A., Zopal S.A., PRO BG MEDIA EOOD, LG Consult EOOD, Top
      Tone Media Bulgaria EOOD, Ring TV EAD and CME Development Financing B.V.,
      provided, however, that each of the foregoing shall only be considered to
      be Unrestricted Subsidiaries on and after the Issue Date to the extent
      they continue to meet all the requirements for being designated as such
      which are set forth below in this
definition;





25





(2)
            any
      Subsidiary of the Issuer that at the time of determination shall be
      designated an Unrestricted Subsidiary by the Board of Directors in the
      manner provided below; and





(3)
            any
      Subsidiary of an Unrestricted
Subsidiary.





The Board
of Directors may designate any Subsidiary of the Issuer (including any newly
acquired or newly formed Subsidiary or a Person becoming a Subsidiary through
merger or consolidation or Investment therein) to be an Unrestricted Subsidiary
only if:





(1)
            such
      Subsidiary or any of its Subsidiaries does not own any Capital Stock or
      Indebtedness of or have any Investment in, or own or hold any Lien on any
      property of, any other Subsidiary of the Issuer which is not a Subsidiary
      of the Subsidiary to be so designated or otherwise an Unrestricted
      Subsidiary;





(2)
            all
      the Indebtedness of such Subsidiary and its Subsidiaries shall, at the
      date of designation, and will at all times thereafter, consist of
      Non-Recourse Debt;





(3)
            such
      designation and the Investment of the Issuer in such Subsidiary complies
      with Section 4.4 of this Indenture;





(4)
            such
      Subsidiary, either alone or in the aggregate with all other Unrestricted
      Subsidiaries, does not operate, directly or indirectly, all or
      substantially all of the business of the Issuer and its
      Subsidiaries;





(5)
            such
      Subsidiary is a Person with respect to which neither the Issuer nor any of
      its Restricted Subsidiaries has any direct or indirect
      obligation:





(a)
            to
      subscribe for additional Capital Stock of such Person;
  or





(b)
            to
      maintain or preserve such Person’s financial condition or to cause such
      Person to achieve any specified levels of operating results;
      and





(6)
            on
      the date such Subsidiary is designated an Unrestricted Subsidiary, such
      Subsidiary is not a party to any agreement, contract, arrangement or
      understanding with the Issuer or any Restricted Subsidiary with terms
      substantially less favorable to the Issuer than those that might have been
      obtained from Persons who are not Affiliates of the
  Issuer.





Any such
designation by the Board of Directors shall be evidenced to the Trustee by
filing with the Trustee a resolution of the Board of Directors of the Issuer
giving effect to such designation and an Officers’ Certificate certifying that
such designation complies with the foregoing conditions. If, at any time, any
Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be Incurred as of such date.





The Board
of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided
that immediately after giving effect to such designation, no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence
thereof and the Issuer could incur at least €1.00 of additional Indebtedness
under Section 4.3(a) hereof on a pro forma basis taking into
account such designation.





26





“U.S.
Exchange Act” means the United States Securities Exchange Act of 1934, as
amended.





“U.S.
Global Note” shall have the meaning set forth in Section 2.1.





“U.S.
Notes” shall have the meaning set forth in Section 2.1.





“U.S.
Securities Act” means the United States Securities Act of 1933, as
amended.





“Voting
Stock” of a corporation means all classes of Capital Stock of such corporation
then outstanding and normally entitled to vote in the election of members of the
board of directors or a management board, directors or persons acting in a
similar capacity on similar corporate bodies.





SECTION
1.2   Rules of
Construction.  Unless
the context otherwise requires:





(a)  a
term has the meaning assigned to it;





(b)  an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;





(c)  “or”
is not exclusive;





(d)  words
in the singular include the plural, and words in the plural include the
singular;





(e)  provisions
apply to successive events and transactions; and





(f)  “herein,”
“hereof” and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.





ARTICLE
II




THE
NOTES





SECTION
2.1   Form and
Dating.  The Notes and the notation relating to the Trustee’s
certificate of authentication thereof, shall be substantially in the form of
Exhibits A or B, as applicable.  The Notes may have notations, legends
or endorsements required by law, stock exchange rules or usage.  The
Issuer and the Trustee shall approve the form of the Notes and any notation,
legend or endorsement on them not inconsistent with the terms of this
Indenture.  Each Note shall be dated the date of its issuance and
shall show the date of its authentication.





The terms
and provisions contained in the Notes, annexed hereto as Exhibits A and B, shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Issuer, the Subsidiary Guarantors, the Trustee, the
Security Trustee, the Principal Paying Agent and the Luxembourg Paying Agent, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.  The Notes will initially be
represented by the Global Notes.





As long
as the Notes are in global form, the Principal Paying Agent (in lieu of the
Trustee) shall be responsible for:





27





(i)
            effecting
      payments due on the Global Notes (following receipt of payment thereof
      from Issuer); and





(ii)
            arranging
      on behalf of and at the expense of the Issuer for notices to be
      communicated to holders of the Notes in accordance with the terms of this
      Indenture.





Each
reference in this Indenture to the performance of duties set forth in clauses
(i) and (ii) above by the Trustee includes performance of such duties by the
Principal Paying Agent.





Notes
offered and sold in their initial distribution in reliance on Regulation S shall
be initially issued as one or more global notes, in registered global form
without interest coupons, substantially in the form of Exhibit A hereto, with
such applicable legends as are provided in Exhibits A hereto, except as
otherwise permitted herein.  Such Global Notes shall be referred to
collectively herein as the “International Global
Notes.”  The aggregate principal amount of the International
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee (following receipt by the Trustee of all
information required hereunder), as hereinafter provided (or by the issue of a
further International Global Note), in connection with a corresponding decrease
or increase in the aggregate principal amount of the U.S. Global Note (as
defined below) or in consequence of the issue of Definitive Notes or additional
International Notes, as hereinafter provided.  The International
Global Note and all other Notes that are not U.S. Notes shall collectively be
referred to herein as the “International
Notes.”





Notes
offered and sold in their initial distribution in reliance on Rule 144A shall be
initially issued as one or more global notes in registered, global form without
interest coupons, substantially in the form of Exhibit A hereto, with such
applicable legends as are provided in Exhibit A, except as otherwise permitted
herein.  Such Global Notes shall be referred to collectively herein as
the “U.S. Global
Notes.”  The aggregate principal amount of the U.S. Global
Notes may from time to time be increased or decreased by adjustments made on the
records of the Trustee (following receipt by the Trustee of all information
required hereunder), as hereinafter provided (or by the issue of further U.S.
Global Notes), in connection with a corresponding decrease or increase in the
aggregate principal amount of the relevant International Global Notes or in
consequence of the issue of Definitive Notes or additional U.S. Notes, as
hereinafter provided.  The U.S. Global Notes and all other Notes, if
any, evidencing the debt, or any portion of the debt, initially evidenced by
such U.S. Global Note, shall collectively be referred to herein as the “U.S.
Notes.”





SECTION
2.2   Execution and
Authentication.  One Officer shall sign the Notes for the
Issuer by manual or facsimile signature.





If an
Officer whose signature is on a Note was an Officer at the time of such
execution but no longer holds that office or position at the time the Trustee
authenticates the Notes, the Notes shall be valid nevertheless.  The
Trustee shall be entitled to rely on such signature as authentic and shall be
under no obligation to make any investigation in relation thereto.





A Note
shall not be valid until an authorized signatory of the Trustee manually signs
the certificate of authentication on the Note.  The signature shall be
conclusive evidence that the Note has been authenticated under this
Indenture.





28





Except as
otherwise provided herein, the aggregate principal amount of Notes that may be
outstanding at any time under this Indenture is not limited in
amount.  The Trustee shall authenticate such Notes which shall consist
of (i) Original Notes for original issue on the Issue Date in an aggregate
principal amount not to exceed €200,000,000 and (ii) Additional Notes from time
to time for issuance after the Issue Date to the extent otherwise permitted
hereunder (including, without limitation, under Section 4.3 hereof), in each
case upon receipt by the Trustee of a Company Order in the form of an Officers’
Certificate.  Additional Notes will be treated as the same series of
Notes as the Original Notes for all purposes under this Indenture, including,
without limitation, for purposes of waivers, amendments, redemptions and offers
to purchase.  Such Company Order shall specify the aggregate principal
amount of Notes to be authenticated, the date on which the Notes are to be
authenticated, the issue price and the date from which interest on such Notes
shall accrue, whether the Notes are to be Original Notes or Additional Notes,
whether the Notes are to be issued as Definitive Notes or Global Notes and
whether or not the Notes shall bear the Private Placement Legend, or such other
information as the Trustee may reasonably request.  In addition, such
Company Order shall include (a) a statement that the Persons signing the Company
Order have (i) read and understood the provisions of this Indenture relevant to
the statements in the Company Order and (ii) made such examination or
investigation as is necessary to enable them to make such statements and (b) a
brief statement as to the nature and scope of the examination or investigation
on which the statements set forth in the Company Order are based.  In
authenticating the Notes and accepting the responsibilities under this Indenture
in relation to the Notes, the Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel in a form reasonably
satisfactory to the Trustee stating that the form and terms thereof have been
established in conformity with the provisions of this Indenture, do not give
rise to a Default and that the issuance of such Notes has been duly authorized
by the Issuer and, if applicable, the Subsidiary Guarantors.  Upon
receipt of a Company Order, the Trustee shall authenticate Notes in substitution
of Notes originally issued to reflect any name change of the
Issuer.





The
Trustee may appoint an authenticating agent (“Authenticating
Agent”) reasonably acceptable to the Issuer to authenticate
Notes.  Unless otherwise provided in the appointment, an
Authenticating Agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this Indenture to authentication by the Trustee
includes authentication by such Authenticating Agent.  An
Authenticating Agent has the same rights as an Agent to deal with the Issuer and
Affiliates of the Issuer.





The Notes
shall be issuable only in denominations of €50,000 and any integral multiple of
€1,000 in excess thereof.




SECTION
2.3   Registrar and Paying
Agent.  (a) The Issuer shall maintain an office or agency in
the Grand Duchy of Luxembourg, where Global Notes may be presented for
registration of transfer or for exchange (“Registrar”).  The
Issuer shall maintain an office or agency in London, England, where (i) Global
Notes may be presented or surrendered for payment (“Principal Paying
Agent”) and (ii) notices and demands in respect of such Global Notes and
this Indenture may be served.  In the event that Definitive Notes are
issued, (x) Definitive Notes may be presented or surrendered for registration of
transfer or for exchange, (y) Definitive Notes may be presented or surrendered
for payment and (z) notices and demands in respect of the Definitive Notes and
this Indenture may be served at an office of the Registrar or the Principal
Paying Agent, as applicable, in London, England. The Registrar shall keep a
register of the Notes and of their transfer and exchange.  The Issuer,
upon notice to the Trustee, may have one or more co-Registrars and one or more
additional Paying Agents reasonably acceptable to the Trustee.  The
term “Registrar” includes
any co-Registrar, and the term “Paying Agent”
includes any additional Paying Agent.  The Issuer or any of its
Subsidiaries may act as Paying Agent or Registrar for the Notes, provided that,
for so long as the Notes are listed on the Luxembourg Stock Exchange and the
rules of such stock exchange so require, the Issuer will appoint a person in The
Grand Duchy of Luxembourg who is reasonably acceptable to the Trustee as an
additional Paying Agent for the Notes.  The Issuer initially appoints
The Bank of New York Mellon, acting through its London Branch, as Transfer Agent
and Principal Paying Agent until such time as The Bank of New York Mellon,
acting through its London Branch, has resigned and a successor has been
appointed.  In addition, the Issuer appoints The Bank of New York
Mellon (Luxembourg) S.A. as Registrar, Luxembourg Paying Agent, and Luxembourg
Transfer Agent provided that, if the Notes are listed on the Luxembourg Stock
Exchange and the rules of such stock exchange so require, the Issuer will
continue to maintain a Paying Agent in The Grand Duchy of Luxembourg who is
reasonably acceptable to the Trustee.  In the event that a Paying
Agent or Transfer Agent is replaced, the Issuer will provide notice thereof,
published, if and so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of such stock exchange so require, in a daily newspaper
with general circulation in The Grand Duchy of Luxembourg (which is expected to
be the d’Wort) or on
the website of the Luxembourg Stock Exchange at www.bourse.lu, and, in the case
of Definitive Notes, in addition to such publication, mailed by first-class mail
to each holder’s registered address, as it appears on the register of the Notes
held by the Registrar, with a copy to the Trustee.  The Issuer may
change any Registrar or Paying Agent without prior notice to the holders of the
Notes as long as a Luxembourg Paying Agent is kept so long as the Notes are
listed on the Luxembourg Stock Exchange and the rules of such stock exchange so
require.  Payment of principal will be made upon the surrender of
Definitive Notes at the office of any Paying Agent, including, if any, the
Paying Agent in The Grand Duchy of Luxembourg.  In the case of a
transfer of a Definitive Note in part, upon surrender of the Definitive Note to
be transferred, a Definitive Note shall be issued to the transferee in respect
of the principal amount transferred and a Definitive Note shall be issued to the
transferor in respect of the balance of the principal amount of the transferred
Definitive Note at the office of any Transfer Agent, including, if any, the
Transfer Agent in The Grand Duchy of Luxembourg.





29





The Bank
of New York Mellon, acting through its London Branch, will initially act as
Principal Paying Agent for the Notes.  The Issuer will also undertake,
to the extent possible, to maintain a Paying Agent in a European Union member
state that will not be obliged to withhold or deduct tax pursuant to the
European Union Directive 2003/48/EC regarding the taxation of savings income
(the “Directive”).  The Issuer may change the Paying Agent or
Registrar for the Notes without prior notice to the holders of the Notes, and
the Issuer, or any of its subsidiaries, may act as Paying Agent or Registrar for
the Notes.  In the event that a Paying Agent or the Registrar is
replaced, the Issuer will provide notice thereof in accordance with the
procedures described below under Section 12.1.





Claims
against the Issuer for payment of principal, interest and Additional Amounts, if
any, on the Notes will become void unless presentment for payment is made (where
so required herein) within, in the case of principal and Additional Amounts, if
any, a period of ten years or, in the case of interest, a period of five years,
in each case from the applicable original date of payment therefor.





The
obligations of the Agents are several and not joint.





30





SECTION
2.4   Paying Agent to Hold
Assets.  Each Paying Agent shall hold to the order of the
holders of the Notes or the Trustee all assets received by the Paying Agent
(whether such assets have been paid to it by the Issuer or any Subsidiary
Guarantor) for the payment of principal, premium, if any, or interest on, the
Notes, and shall notify the Trustee of any Default by the Issuer or any
Subsidiary Guarantor in making any such payment.  The Issuer at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed.  Upon distribution
to the Trustee of all assets that shall have been delivered by the Issuer to the
Paying Agent pursuant to this Section 2.4, the Paying Agent shall have no
further liability for such assets.  If the Issuer or any of its
Subsidiaries acts as Paying Agent, it shall segregate the assets held by it as
Paying Agent and hold it as a separate trust fund.





SECTION
2.5   List of Holdersof Notes.  In the
event that Definitive Notes are issued, the Registrar shall preserve, in as
current a form as is reasonably practicable, the most recent list available to
it of the names and addresses of holders of the Notes, together with the
principal amount of Notes held by each such holder of the Notes and the
aggregate principal amount of debt obligations outstanding.  If the
Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least
two Business Days before each Record Date and at such other times as the Trustee
may request in writing, a list as of such date, and in such form as the Trustee
may reasonably require of the names and addresses of holders of the Notes, which
list may be conclusively relied upon by the Trustee.





SECTION
2.6   Book-Entry Provisions for
Global Notes.(a)  The Global Notes initially shall (i) be
deposited with and registered in the name of a nominee for the Common Depositary
of the Clearing Agencies and (ii) bear legends as set forth in Section 2.7(g)
hereof.





(b)  Notwithstanding
any other provisions of this Indenture, a Global Note may not be transferred as
a whole except by a nominee for the Common Depositary to a successor nominee for
the Common Depositary.  Interests of beneficial owners in the Global
Notes may be transferred or exchanged for Definitive Notes in accordance with
the rules and procedures of the Clearing Agency and the provisions of Section
2.7 of this Indenture.  All Global Notes shall be exchanged by the
Issuer (with authentication by the Trustee) for one or more Definitive Notes if
(a) any Clearing Agency (i) has notified the Issuer that it is unwilling or
unable to continue as a clearing agency and (ii) a successor to the Clearing
Agency is not appointed by the Issuer within 90 days of such notification, (b)
any Clearing Agency so requests following an Event of Default hereunder and
which Event of Default is continuing or (c) in whole (but not in part) at any
time if the Issuer in its sole discretion so determines and notifies the Trustee
in writing that it elects to issue Definitive Notes.  If an Event of
Default occurs and is continuing, the Issuer shall, at the written request
delivered through a Clearing Agency of the holders of Notes thereof or of the
holder of an interest therein, exchange all or part of a Global Note for one or
more Definitive Notes (with authentication by the Trustee); provided,however, that the principal
amount at maturity of such Definitive Notes and such Global Note after such
exchange shall be €50,000 and any integral multiple of €1,000 in excess
thereof.  Whenever all of a Global Note is exchanged for one or more
Definitive Notes, it shall be surrendered by the holder thereof to the Trustee
for cancellation.  Whenever a part of a Global Note is exchanged for
one or more Definitive Notes, the Global Note shall be surrendered by the holder
thereof to the Trustee, who shall cause an adjustment to be made to Schedule A
of such Global Note such that the principal amount of such Global Note will be
equal to the portion of such Global Note not exchanged, and shall thereafter
return such Global Note to such holder.  A Global Note may not be
exchanged for a Definitive Note other than as provided in this Section
2.6(b).





31





(c)  In
connection with the transfer of Global Notes as an entirety to beneficial owners
pursuant to subsection (b) of this Section 2.6, the Global Notes shall be deemed
to be surrendered to the Trustee for cancellation, and the Issuer shall execute,
and the Trustee shall, upon receipt of a Company Order in the form of an
Officers’ Certificate, authenticate and make available for delivery, to each
beneficial owner in exchange for its beneficial interest in the Global Notes, an
equal aggregate principal amount of Definitive Notes of authorized
denominations.





(d)  Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant
to Subsection (b) of this Section 2.6 shall, except as otherwise provided by
Section 2.8, bear the Private Placement Legend.





SECTION
2.7   Registration of Transfer and
Exchange.  (a)  Notwithstanding any provision to the
contrary herein, so long as a Note remains outstanding, transfers and exchange
of beneficial interests in Global Notes or transfers and exchange of Definitive
Notes, in whole or in part, shall be made only in accordance with this Section
2.7.




(b)  If
a holder of a beneficial interest in a U.S. Global Note wishes at any time to
exchange its interest in such U.S. Global Note for an interest in the
International Global Note of the same series, or to transfer its interest in
such U.S. Global Note to a Person who wishes to take delivery thereof in the
form of an interest in such International Global Note, such holder may, subject
to the rules and procedures of the Clearing Agency, to the extent applicable,
and to the requirements set forth in this Subsection (b), exchange or cause the
exchange or transfer or cause the transfer of such interest for an equivalent
beneficial interest in such International Global Note.  Such exchange
or transfer shall only be made upon receipt by any Transfer Agent of (1) written
instructions given in accordance with the procedures of the Clearing Agency, to
the extent applicable, from or on behalf of a holder of a beneficial interest in
the U.S. Global Note, directing the Trustee to credit or cause to be credited a
beneficial interest in the International Global Note of the same series in an
amount equal to the beneficial interest in the U.S. Global Note to be exchanged
or transferred, (2) a written order given in accordance with the procedures of
the Clearing Agency, to the extent applicable, containing information regarding
the account to be credited with such increase and the name of such account, and
(3) a certificate in the form of Exhibit C given by the holder of such
beneficial interest stating that the exchange or transfer of such interest has
been made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation
S or Rule 144 under the U.S. Securities Act. Upon such receipt, the Transfer
Agent shall promptly deliver appropriate instructions to the Clearing Agency to
reduce or reflect a reduction of the relevant U.S. Global Note by the aggregate
principal amount of the beneficial interest in such U.S. Global Note to be so
exchanged or transferred from the relevant participant, and the Transfer Agent
shall promptly deliver appropriate instructions to the Clearing Agency
concurrently with such reduction to increase or reflect on its records an
increase of the principal amount of such International Global Note by the
aggregate principal amount of the beneficial interest in such U.S. Global Note
to be so exchanged or transferred, and to credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in
such International Global Note equal to the reduction in the principal amount of
such U.S. Global Note.





32





(c)  If
a holder of a beneficial interest in an International Global Note wishes at any
time to exchange its interest in such International Global Note for an interest
in the U.S. Global Note, or to transfer its interest in such International
Global Note of the same series to a Person who wishes to take delivery thereof
in the form of an interest in such U.S. Global Note, such holder may, subject to
the rules and procedures of the Clearing Agency, to the extent applicable, and
to the requirements set forth in this Subsection (c), exchange or cause the
exchange or transfer or cause the transfer of such interest for an equivalent
beneficial interest in such U.S. Global Note.  Such exchange or
transfer shall only be made upon receipt by a Transfer Agent of (l) written
instructions given in accordance with the procedures of the Clearing Agency, to
the extent applicable, from or on behalf of a beneficial owner of an interest in
the International Global Note directing the Transfer Agent to credit or cause to
be credited a beneficial interest in the U.S. Global Note of the same series in
an amount equal to the beneficial interest in the International Global Note to
be exchanged or transferred, (2) a written order given in accordance with the
procedures of the Clearing Agency, to the extent applicable, containing
information regarding the account to be credited with such increase and the name
of such account, and (3) prior to or on the 40th day after the later of the
commencement of the offering of the Notes and the relevant Issue Date (the
“Restricted
Period”), a certificate in the form of Exhibit D given by the holder of
such beneficial interest and stating that the Person transferring such interest
in such International Global Note reasonably believes that the Person acquiring
such interest in such U.S. Global Note is a Qualified Institutional Buyer (as
defined in Rule 144A) and is obtaining such beneficial interest in a
trans­action meeting the require­ments of Rule 144A and any applicable
securities laws of any state of the United States or any other jurisdiction.
Upon such receipt, the Trustee shall promptly deliver appropriate instructions
to the Clearing Agency to reduce or reflect a reduction of the relevant
International Global Note by the aggregate principal amount of the beneficial
interest in such International Global Note to be exchanged or transferred, and
the Trustee shall promptly deliver appropriate instructions to the Clearing
Agency concurrently with such reduction, to increase or reflect an increase of
the principal amount of such U.S. Global Note by the aggre­gate principal
amount of the beneficial interest in such International Global Note to be so
ex­changed or transferred, and credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in such U.S.
Global Note equal to the reduction in the principal amount of such International
Global Note.  After the expiration of the Restricted Period, the
certification requirement set forth in clause (3) of the second sentence of this
Section 2.7(c) will no longer apply to such transfers.





(d)  Any
beneficial interest in one of the Global Notes that is transferred to a Person
who takes delivery in the form of an interest in one of the other Global Notes
will, upon transfer, cease to be an interest in such Global Note and become an
interest in one of the other Global Notes and, accordingly, will thereafter be
subject to all transfer restrictions and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an
interest.





(e)  In
the event that a Global Note is exchanged for Definitive Notes in registered
form without interest coupons, pursuant to Section 2.6(b), or a Definitive Note
in registered form without interest coupons is exchanged for another such
Definitive Note in registered form without interest coupons, or a Definitive
Note is exchanged for a beneficial interest in a Global Note, such Notes may be
exchanged or transferred for one another only in accordance with such procedures
as are substantially consistent with the provisions of Sections 2.7(b) and (c)
above (including the certification requirements intended to ensure that such
exchanges or transfers comply with Rule 144, Rule 144A or Regulation S, as the
case may be) and as may be from time to time adopted by the Issuer and the
Trustee.





33





(f)  Prior
to the expiration of the Restricted Period, beneficial interests in the
International Global Notes may only be exchanged or transferred in accordance
with the certification requirements of Section 2.7(c).





(g)  Each
Note issued under this Indenture shall, upon issuance, bear the legend set forth
herein and such legend shall not be removed from such Note except as provided in
the next sentence.  The legend required for one of the U.S. Notes may
be removed from such U.S. Note if there is delivered to the Issuer and the
Trustee such satisfactory evidence, which may include an opinion of independent
counsel licensed to practice law in the State of New York, as may be reasonably
required by the Issuer and the Trustee, that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
of such Note will not violate the registration requirements of the U.S.
Securities Act, and the Issuer and the Trustee consent to such
removal.  Upon provision of such satisfactory evidence, the Trustee,
at the written direction of the Issuer, shall authenticate and deliver in
exchange for such Note, another Note or Notes having an equal aggregate
principal amount that does not bear such legend.  If such a legend
required for one of the U.S. Notes has been removed from such U.S. Note as
provided above, no other Note issued in exchange for all or any part of such
Note shall bear such legend, unless the Issuer has reasonable cause to believe
that such other Note is a “restricted security” within the meaning of Rule 144
and instructs the Trustee to cause a legend to appear thereon.





The Notes
shall bear the following legend (the “Private Placement
Legend”) on the face thereof:





THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.





THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S.
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER
THE U.S. SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE U.S. SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN
A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
U.S.  SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM.  THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.





34





(h)  By
its acceptance of any Note bearing the Private Placement Legend, each holder of
such a Note acknowledges the restrictions on transfer of such Note set forth in
this Indenture and in the Private Placement Legend and agrees that it will
transfer such Note only as provided in this Indenture.





Neither
the Trustee nor the Principal Paying Agent, any Paying Agent, Transfer Agent or
Registrar shall have any obligation or duty to, and shall not be liable for any
failure to, monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers between or
among members of, or participants in, a Clearing Agency (“Agent Members”) or
beneficial owners of interests in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.





The
Trustee shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.6 or this Section
2.7.  The Issuer shall have the right to inspect and make copies of
all such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Trustee.





(i)  Definitive
Notes shall be transferable only upon the surrender of a Definitive Note for
registration of transfer.  When a Definitive Note is presented to the
Registrar or a co-Registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if its requirements for such transfers
are met.  When Definitive Notes are presented to the Registrar or a
co-Registrar with a request to exchange them for an equal principal amount of
Definitive Notes of other denominations, the Registrar shall make the exchange
as requested if the same requirements are met.  When a Definitive Note
is presented to the Registrar with a request to transfer in part, the transferor
shall be entitled to receive without charge a definitive security representing
the balance of such Definitive Note not transferred. To permit registration of
transfers and exchanges, the Issuer shall execute and the Trustee shall
authenticate Definitive Notes at the Registrar’s or co-Registrar’s
request.





35





(j)  The
Issuer shall not be required to make, and the Registrar need not register
transfers or exchanges of, Definitive Notes (i) for a period of 15 calendar days
prior to any date fixed for the redemption of the Notes, (ii) for a period of 15
calendar days immediately prior to the date fixed for selection of Notes to be
redeemed in part, (iii) for a payment period of 15 calendar days prior to any
Record Date, or (iv) that the relevant holder of such a Note has tendered (and
not withdrawn) for repurchase in connection with a Change of Control Offer or
Asset Disposition Offer.





(k)  Prior
to the due presentation for registration of transfer of any Definitive Note, the
Issuer, any Subsidiary Guarantor, the Trustee, any Paying Agent or any Transfer
Agent, the Registrar or any co-Registrar may deem and treat the Person in whose
name a Definitive Note is registered as the absolute owner of such Definitive
Note for the purpose of receiving payment of principal, interest or Additional
Amounts, if any, on such Definitive Note and for all other purposes whatsoever,
whether or not such Definitive Note is overdue, and none of the Issuer, any
Subsidiary Guarantor, the Trustee, any Paying Agent or any Transfer Agent, the
Registrar or any co-Registrar shall be affected by notice to the
contrary.





(l)  A
holder of Notes may transfer or exchange Notes in accordance with this Indenture
which shall provide that, for so long as the Notes are listed on the Luxembourg
Stock Exchange and the rules of such stock exchange so require, holders of Notes
will be able to transfer Notes at an office of the specified transfer agent in
Luxembourg.  The Registrar and the Trustee for the Notes may require a
holder of a Note, among other things, to furnish appropriate endorsements and
transfer documents, and the Issuer may require such holder to pay any taxes and
fees required by law or permitted by this Indenture.  The Issuer is
not required to transfer or exchange any Note selected for
redemption.  Also, the Issuer is not required to transfer or exchange
any Note for a period of 15 days before a selection of Notes to be
redeemed.  The registered holder of a Note will be treated as the
owner of it for all purposes.  No service charge will be made to any
holder of Notes for any registration or transfer or exchange of Notes, but the
Issuer may require payment of a sum sufficient to cover any transfer tax or
other similar government charge payable in connection therewith.





(m)  All
Notes issued upon any transfer or exchange pursuant to the terms of this
Indenture will evidence the same debt and will be entitled to the same benefits
under this Indenture as the corresponding Notes surrendered upon such transfer
or exchange.





(n)  Holders
of Notes (or holders of interests therein) and prospective purchasers designated
by such holders of the Notes (or holders of interests therein) will have the
right to obtain from the Issuer upon request by such holders of the Notes (or
holders of interests therein) or prospective purchasers, during any period in
which the Issuer is not subject to Section 13 or 15(d) of the U.S. Exchange Act,
or is exempt from reporting pursuant to 12g3-2(b) under the U.S. Exchange Act,
the information required by Subsection d(4)(i) of Rule 144A in connection with
any transfer or proposed transfer of such Notes.





SECTION
2.8   Replacement
Notes.  If a
mutilated Definitive Note is surrendered to the Registrar, if a mutilated Global
Note is surrendered to the Issuer or if the holder of a Note claims that such
Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and
the Trustee shall authenticate a replacement Note in such form as the Note being
replaced if the requirements of the Trustee, the Registrar, the Issuer and the
Subsidiary Guarantors are met.  If required by the Trustee, the
Registrar, the Issuer or any Subsidiary Guarantor, such holder must provide an
indemnity bond or other indemnity, sufficient in the judgment of the Issuer, any
Subsidiary Guarantor, the Registrar and the Trustee, to protect the Issuer, the
Subsidiary Guarantors, the Trustee and the Registrar and any Agent from any loss
which any of them may suffer when such Note is replaced.  The Issuer
may charge such holder of the Notes for its reasonable, out-of-pocket expenses
in replacing a Note, including reasonable fees and expenses of
counsel.  Every replacement Note is an additional obligation of the
Issuer.  If any mutilated, lost, destroyed or wrongfully taken Note
has become or is about to become due and payable the Issuer may, in its
discretion, instead of issuing a replacement Note, pay such Note.  The
provisions of this Section 2.8 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement of
mutilated, destroyed, lost, stolen or taken Notes.





36





SECTION
2.9   Outstanding
Notes.  Notes
outstanding at any time are all the Notes that have been authenticated by the
Trustee except those canceled by it, those delivered to it for cancellation,
those reductions in the Global Note effected in accordance with the provisions
hereof and those described in this Section as not
outstanding.  Subject to Section 2.10, a Note does not cease to be
outstanding because the Issuer or any of its Affiliates holds the
Note.





If a Note
is replaced pursuant to Section 2.8 (other than a mutilated Note surrendered for
replacement), it ceases to be outstanding unless the Trustee receives proof
satisfactory to it, and upon which it shall be entitled to rely without
liability, that the replaced Note is held by a bona fide
purchaser.  A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.8.





If the
principal amount of any Note is considered paid under Section 4.1 hereof, it
ceases to be outstanding and interest and Additional Amounts, if any, on it
cease to accrue.





If on a
Redemption Date or the Maturity Date the Paying Agent holds cash in euro
sufficient to pay all of the principal, interest and Additional Amounts, if any,
due on the Notes payable on that date, then on and after that date such Notes
cease to be outstanding and interest and Additional Amounts, if any, on such
Notes cease to accrue.





SECTION
2.10   Treasury Notes.  In
determining whether the holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Issuer or its
Subsidiaries shall be disregarded, except that, for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Notes that a Trust Officer actually knows are so owned shall be
disregarded.





The
Issuer shall notify the Trustee, in writing, when it or any of its Subsidiaries
repurchases or otherwise acquires Notes of the aggregate principal amount of
such Notes so repurchased or otherwise acquired.  The Trustee may
require an Officers’ Certificate, which shall be promptly provided, listing
Notes owned by the Issuer or any of its Subsidiaries.





SECTION
2.11   Temporary Notes.  In the
event that Definitive Notes become issuable under the Indenture, until permanent
Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee
shall authenticate temporary Definitive Notes upon receipt of a Company Order
pursuant to Section 2.2.  The Company Order shall specify the amount
of temporary Definitive Notes to be authenticated and the date on which the
temporary Definitive Notes are to be authenticated.  Temporary
Definitive Notes shall be substantially in the form of permanent Definitive
Notes but may have variations that the Issuer considers appropriate for
temporary Definitive Notes.  Without unreasonable delay, the Issuer
shall prepare and the Trustee shall authenticate, upon receipt of a Company
Order pursuant to Section 2.2, permanent Definitive Notes in exchange for
temporary Definitive Notes.





37





SECTION
2.12   Cancellation.  The
Issuer at any time may deliver Notes to the Registrar for
cancellation.  The Trustee and the Paying Agent shall promptly forward
to the Trustee any Notes surrendered to them for transfer, exchange or
payment.  The Registrar, or at the direction of the Registrar, the
Paying Agent, and no one else, shall cancel and, at the written direction of the
Issuer, shall dispose of (subject to the record retention requirements of the
U.S. Exchange Act) all Notes surrendered for transfer, exchange, payment or
cancellation. Upon completion of any disposal, the Registrar shall (at the
Issuer’s expense) deliver a certificate of such disposal to the Issuer, unless
the Issuer directs the Registrar in writing to deliver (at the Issuer’s expense)
the cancelled Notes to the Issuer.  Subject to Section 2.7, the Issuer
may not issue new Notes to replace Notes that it has paid or delivered to the
Registrar for cancellation.  If the Issuer shall acquire any of the
Notes, such acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are surrendered
to the Registrar for cancellation pursuant to this Section 2.12.





SECTION
2.13   Defaulted
Interest.  If the
Issuer defaults in a payment of interest on the Notes, it shall pay the
defaulted interest, plus (to the extent lawful) any interest payable on the
defaulted interest, to the holder of such Note thereof on a subsequent special
record date, which date shall be the fifteenth day next preceding the date fixed
by the Issuer for the payment of defaulted interest.  The Issuer shall
notify the Trustee and the Principal Paying Agent in writing of the amount of
defaulted interest proposed to be paid on each Note and the date of the proposed
payment (a “Default
Interest Payment Date”), and at the same time the Issuer shall deposit
with the Trustee or the Principal Paying Agent an amount of money equal to the
aggregate amount proposed to be paid in respect of such defaulted interest or
shall make arrangements satisfactory to the Trustee or the Principal Paying
Agent for such deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to
such defaulted interest as in this Section 2.13; provided,however, that in no event
shall the Issuer deposit monies proposed to be paid in respect of defaulted
interest later than 12:00 p.m. London time on the Business Day prior to the
proposed Default Interest Payment Date with respect to defaulted interest to be
paid on the Note.  At least 15 days before the subsequent special
record date, the Issuer shall mail to each holder of the Notes at its registered
address, with a copy to the Trustee and the Principal Paying Agent, a notice
that states the subsequent special record date, the payment date and the amount
of defaulted interest, and interest payable on such defaulted interest, if any,
to be paid.





SECTION
2.14  ISIN
and Common Codes.  The Issuer in issuing the Notes may use an
“ISIN” or
“Common Code”
number, and if so, the Trustee shall use the ISIN and Common Codes in notices of
redemption or exchange as a convenience to holders of the Notes; provided, however, that any
such notice may state that no representation is made by the Trustee as to the
correctness or accuracy of the ISIN and Common Codes printed in the notice or on
the Notes, and that reliance may be placed only on the other identification
numbers printed on the Notes.  The Issuer shall promptly notify the
Trustee of any change in any ISIN or Common Codes.





SECTION
2.15   Deposit of
Moneys.  Prior to
10:00 p.m. London time on the Business Day immediately preceding each interest
payment date and the Maturity Date, the Issuer shall have deposited with the
Trustee or its designated Paying Agent (which shall be the Principal Paying
Agent unless otherwise notified to the Issuer by the Trustee) in immediately
available funds money sufficient to make cash payments, if any, due on such
interest payment date or Maturity Date, as the case may be, on all Notes then
outstanding.  Such payments shall be made by the Issuer in a timely
manner which permits the Paying Agent to remit payment to the holders of the
Notes on such interest payment date or Maturity Date, as the case may
be.  The Issuer shall, prior to 10:00 p.m. London time on the second
Business Day prior to the date on which the Principal Paying Agent receives
payment, procure that the bank effecting payment confirms by SWIFT message to
the Trustee that an irrevocable payment instruction has been given.





38





SECTION
2.16   Certain Matters Relating to
Global Notes.  Agent
Members shall have no rights under this Indenture or any of the Global Notes
with respect to any Global Note held on their behalf by the Clearing Agency, the
Common Depositary or its nominee, and the Clearing Agency, the Common Depositary
or its nominee may be treated by the Issuer, any Subsidiary Guarantor, the
Trustee and any agent of the Issuer, any Subsidiary Guarantor or the Trustee as
the absolute owner of the Global Note for all purposes
whatsoever.  Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, any Subsidiary Guarantor, the Trustee or any agent of the
Issuer, any Subsidiary Guarantor or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Clearing
Agency or its nominee or impair, as between the Clearing Agency and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a holder of any Note.





The
holder of interest in any Global Note may grant proxies and otherwise authorize
any person, including Euroclear and Clearstream and their Agent Members and
persons that may hold interests through Agent Members, to take any action which
a holder of such interest in a Global Note is entitled to take under this
Indenture or the Notes.





ARTICLE
III





REDEMPTION





SECTION
3.1   Optional
Redemption.  The
Notes may be redeemed, as a whole or from time to time in part, upon the terms
and at the redemption prices set forth in each of the Notes.  Any
redemption pursuant to this Section 3.1 shall be made pursuant to the provisions
of this Article III.





SECTION
3.2   Notices to
Trustee.  If the
Issuer elects to redeem Notes pursuant to Paragraphs 7 or 8 of such Notes, it
shall notify the Trustee and the Principal Paying Agent in writing of the
Redemption Date, the amount of any premium and the principal amount of Notes to
be redeemed at least 30 days but not more than 60 days before the Redemption
Date (or such shorter period as the Trustee in its sole discretion shall
determine).  The Issuer shall give notice of redemption as required
under the relevant paragraph of the Notes pursuant to which such Notes are being
redeemed.





SECTION
3.3   Selection of Notes to Be
Redeemed.  If fewer
than all of the Notes are to be redeemed at any time, selection of such Notes
for redemption will be made by the Trustee in compliance with the requirements
of the principal securities exchange, if any, on which such Notes are listed, or
if the Notes are not so listed or such exchange prescribes no method of
selection, on a pro
rata basis, by lot or by such other method as the Trustee in its sole
discretion shall deem fair and appropriate (and in such manner as complies with
applicable legal and exchange requirements); provided,however, that no Note of
€50,000 in aggregate principal amount or less shall be redeemed in
part.  In the event of partial redemption by lot, the particular Notes
to be redeemed shall be selected, unless otherwise provided herein, not less
than 15 nor more than 60 days prior to the Redemption Date by the Trustee from
the outstanding Notes not previously called for redemption.  The
Trustee assumes no liability in relation to selections made by it pursuant to
this Section 3.3.





39





SECTION
3.4   Notice of
Redemption.  Other
than as provided in the paragraph below, at least 30 days but not more than 60
days before a Redemption Date so long as the Notes are in global form, the
Issuer (a) shall notify the Trustee, the Registrar and the Principal Paying
Agent and (b) publish a notice of redemption in accordance with the provisions
of Article 12.1 hereof, or in the case of Definitive Notes, in addition to such
publication, mail such notice to each holder of the Notes by first-class mail,
postage prepaid, with a copy to the Trustee at such holder’s address as it
appears on the registration books of the Registrar. At the Issuer’s request made
at least 30 days before the Redemption Date (or such shorter period as the
Trustee in its sole discretion shall determine), the Trustee shall give the
notice of redemption in the Issuer’s name and at the Issuer’s expense; provided,however, that the Issuer
shall deliver to the Trustee (in advance) an Officers’ Certificate requesting
that the Trustee give such notice and setting forth in full the information to
be stated in such notice as provided in the following items.





Each
notice of redemption shall identify the Notes to be redeemed and shall
state:





(a)  the
Redemption Date;





(b)  the
Redemption Prices and the amount of accrued and unpaid interest, if any,
Additional Amounts, if any, to be paid (subject to the right of holders of
record of Definitive Notes on the relevant Record Date to receive interest and
Additional Amounts, if any, due on the relevant interest payment
date);





(c)  the
name and address of the Paying Agents;





(d)  that
Notes called for redemption must be surrendered to a Paying Agent to collect the
Redemption Price plus accrued and unpaid interest, if any, and Additional
Amounts, if any;





(e)  that,
unless the Issuer defaults in making the redemption payment, then interest and
Additional Amounts, if any, on Notes called for redemption cease to accrue on
and after the Redemption Date, and the only remaining right of the holders of
such Notes is to receive payment of the Redemption Price upon surrender to the
Paying Agent of the Notes redeemed;





(f)  (i)
if any Global Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the Redemption Date, interest
and Additional Amounts, if any, shall cease to accrue on the portion called for
redemption, and upon surrender of such Global Note, the Global Note with a
notation on Schedule A thereof adjusting the principal amount thereof to be
equal to the unredeemed portion, will be returned and (ii) if any Definitive
Note is being redeemed in part, the portion of the principal amount of such Note
to be redeemed, and that, after the Redemption Date, upon surrender of such
Definitive Note, a new Definitive Note or Notes in aggregate principal amount
equal to the unredeemed portion thereof will be issued in the name of the holder
thereof, upon cancellation of the original Note;





40





(g)  if
fewer than all the Notes are to be redeemed, the identification of the
particular Notes (or portion thereof) to be redeemed, as well as the aggregate
principal amount of Notes to be redeemed and the aggregate principal amount of
Notes to be outstanding after such partial redemption;





(h)  the
paragraph of the terms of the Notes pursuant to which the Notes are to be
redeemed; and





(i)  the
ISIN or Common Code number, and that no representation is made as to the
correctness or accuracy of the ISIN or Common Code, if any, listed in such
notice or printed on the Notes.





Prior to
the giving of any notice of redemption pursuant to Paragraph 8 of the Notes, the
Issuer will deliver to the Trustee (a) an Officers’ Certificate of the Issuer
stating that the Issuer is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the right of the
Issuer so to redeem have occurred and (b) an Opinion of Counsel qualified under
the laws of the Relevant Taxing Jurisdiction to the effect that the Issuer or
any Subsidiary Guarantor has or will become obligated to pay such Additional
Amounts as a result of a Change in Tax Law, and that the Issuer or any
Subsidiary Guarantor cannot avoid such obligation by taking reasonable measures
available to it.





SECTION
3.5   Effect of Notice of
Redemption.  Once
notice of redemption is given in accordance with Section 3.4, Notes called for
redemption become due and payable on the Redemption Date and at the Redemption
Price plus accrued and unpaid interest, if any, and Additional Amounts, if
any.  Upon surrender to the Trustee or Paying Agent, such Notes called
for redemption shall be paid at the Redemption Price (which shall include
accrued and unpaid interest thereon, if any, and Additional Amounts, if any, to
the Redemption Date), but (in the case of Definitive Notes) installments of
interest, the maturity of which is on or prior to the Redemption Date, shall be
payable to holders of record at the close of business on the relevant Record
Dates.





SECTION
3.6   Deposit of Redemption
Price.  Prior to
10:00 p.m. London time on the Business Day immediately preceding the Redemption
Date, the Issuer shall deposit with the Trustee or its designated Paying Agent
(which shall be the Principal Paying Agent unless otherwise notified to the
Issuer by the Trustee) cash in euro sufficient to pay the Redemption Price plus
accrued and unpaid interest, if any, and Additional Amounts, if any, of all
Notes to be redeemed on that date.  The Paying Agent (including the
Principal Paying Agent) shall promptly return to the Issuer any cash in euro so
deposited which is not required for that purpose upon the written request of the
Issuer.  The Issuer shall, prior to 10:00 p.m. London time on the
second Business Day prior to the date on which the Principal Paying Agent
receives payment, procure that the bank effecting payment confirms by SWIFT
message to the Trustee that an irrevocable payment instruction has been
given.





If the
Issuer complies with the preceding paragraph, then, unless the Issuer defaults
in the payment of such Redemption Price plus accrued and unpaid interest, if
any, and Additional Amounts, if any, then interest on the Notes to be redeemed
will cease to accrue on and after the applicable Redemption Date, whether or not
such Notes are presented for payment.  With respect to Definitive
Notes, if a Definitive Note is redeemed on or after an interest Record Date but
on or prior to the related interest payment date, then any accrued and unpaid
interest, and Additional Amounts, if any, shall be paid to the Person in whose
name such Note was registered at the close of business on such Record
Date.  If any Note called for redemption shall not be so paid upon
surrender for redemption because of the failure of the Issuer to comply with the
preceding paragraph, interest and Additional Amounts, if any, shall be paid on
the unpaid principal, from the Redemption Date until such principal is paid, and
to the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.1.





41





SECTION
3.7   Notes Redeemed in
Part .  Upon
surrender and cancellation of a Definitive Note that is redeemed in part, the
Issuer shall execute and upon receipt of a Company Order the Trustee shall
authenticate for the holder of the Notes (at the Issuer’s expense) a new
Definitive Note equal in principal amount to the unredeemed portion of the
Definitive Note surrendered and canceled; provided, however, that each
such Definitive Note shall be in a principal amount at maturity of €50,000 and
any integral multiple of €1,000 in excess thereof.  Upon surrender of
a Global Note that is redeemed in part, the Paying Agent shall promptly forward
such Global Note to the Trustee who shall make a notation on Schedule A thereof
to reduce the principal amount of such Global Note to an amount equal to the
unredeemed portion of the Global Note surrendered; provided, however, that each
such Global Note shall be in a principal amount at maturity of €50,000 and any
integral multiple of €1,000 in excess thereof.





ARTICLE
IV





COVENANTS





SECTION
4.1   Payment of
Notes. (a)  The
Issuer shall pay the principal, premium, if any, interest and Additional
Amounts, if any, on the Notes in the manner provided in such Notes and this
Indenture.  An installment of principal of or interest on the Notes
shall be considered paid on the date it is due if the Trustee or Paying Agent
(including the Principal Paying Agent) holds prior to 12:00 p.m. Londontime on the Business Day
immediately preceding any interest payment date and the Maturity Date money
deposited by the Issuer in immediately available, freely transferable, cleared
funds and designated for, and sufficient to pay the installment in full and is
not prohibited from paying such money to the holders of the Notes pursuant to
the terms of this Indenture.





(b)      The
Issuer shall pay, to the extent such payments are lawful, interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and on overdue installments of interest and, on any Additional Amounts
from time to time on demand at the rate borne by the Notes plus 1.0% per annum
(except that overdue interest shall bear interest at the rate borne by the Notes
until the expiry of any grace period, after which it shall bear interest at the
rate borne by the Notes plus 1.0% per annum).  Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day
months.





SECTION
4.2   Maintenance of Office or
Agency .  The
Issuer shall maintain the office or agency (which office may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-Registrar) required
under Section 2.3 where Notes may be surrendered for registration of transfer or
for exchange and where notices and demands to or upon the Issuer in respect of
the Notes and this Indenture may be served.  The Issuer shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If at any time the Issuer shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section
12.1.  The Issuer hereby initially designates the office of The Bank
of New York Mellon, acting through its London Branch, as its office or agency at
One Canada Square, London, E14 5AL, England as required under Section 2.3
hereof.  The Issuer has appointed The Bank of New York Mellon
(Luxembourg) S.A., as an additional Paying and Transfer Agent.





42





SECTION
4.3   Limitation on
Indebtedness .  (b)           The
Issuer will not, and will not permit any of its Restricted Subsidiaries to,
Incur any Indebtedness; provided, however, that the
Issuer and any Subsidiary Guarantor may Incur Indebtedness if on the date
thereof the Consolidated Coverage Ratio for the Issuer and its Restricted
Subsidiaries is at least 2.00 to 1.00.





(b)  Section
4.3(a) will not prohibit the Incurrence of the following
Indebtedness:





(1)
            Indebtedness
      of the Issuer and of its Restricted Subsidiaries Incurred under one or
      more Credit Facilities in an aggregate principal amount up to €150 million
      at any time outstanding;





(2)
            Indebtedness
      of the Issuer owing to and held by any Restricted Subsidiary or
      Indebtedness of a Restricted Subsidiary owing to and held by the Issuer or
      any Restricted Subsidiary; provided, however,
      that





(a)
            if
      the Issuer is the obligor on such Indebtedness, such Indebtedness is
      expressly subordinated to the prior payment in full in cash of all
      obligations with respect to the
Notes;





(b)
            if
      a Subsidiary Guarantor is the obligor on such Indebtedness (other than
      Indebtedness owed to the Issuer or another Subsidiary Guarantor), such
      Indebtedness is expressly subordinated to the prior payment in full in
      cash of all obligations with respect to the Notes and the relevant
      Subsidiary Guarantee; and





(c)
            (i)
            any
      subsequent issuance or transfer of Capital Stock or any other event which
      results in any such Indebtedness being beneficially held by a Person other
      than the Issuer or a Restricted Subsidiary;
and





(ii)
            any
      sale or other transfer of any such Indebtedness to a Person other than the
      Issuer or a Restricted Subsidiary of the
Issuer





shall be
deemed, in each case, to constitute an Incurrence of such Indebtedness by the
Issuer or such Restricted Subsidiary, as the case may be;





(3)
            Indebtedness
      represented by Guarantees of the
Notes;





(4)
            Indebtedness
      represented by (a) the Notes issued on the Issue Date, (b) any
      Indebtedness (other than the Indebtedness described in clauses (1), (2),
      (3), (6), (7), (8), (9) and (10) of this Section 4.3(b)) outstanding on
      the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of
      any Indebtedness described in this clause (4) or clause (5) or Incurred
      pursuant to Section 4.3(a);




43




(5)
            Indebtedness
      of a Restricted Subsidiary Incurred and outstanding on the date on which
      such Restricted Subsidiary was acquired by the Issuer (other than
      Indebtedness Incurred (a) to provide all or any portion of the funds
      utilized to consummate the transaction or series of related transactions
      pursuant to which such Restricted Subsidiary became a Restricted
      Subsidiary or was otherwise acquired by the Issuer or (b) otherwise in
      connection with, or in contemplation of, such acquisition); provided, however, that at the
      time such Restricted Subsidiary is acquired by the Issuer, the Issuer
      would have been able to Incur €1.00 of additional Indebtedness pursuant to
      Section 4.3(a) after giving effect to such acquisition and the Incurrence
      of such Indebtedness pursuant to this clause
  (5);





(6)
            Indebtedness
      under Currency Agreements and Interest Rate Agreements; providedthat in the
      case of Currency Agreements, such Currency Agreements are related to
      business transactions of the Issuer or its Restricted Subsidiaries entered
      into in the ordinary course of business and not for speculative purposes
      and in the case of Currency Agreements and Interest Rate Agreements, such
      Currency Agreements and Interest Rate Agreements are entered into for
      bona fide hedging
      purposes of the Issuer or its Restricted Subsidiaries (as determined in
      good faith by the Board of Directors or senior management of the
      Issuer);





(7)
            Indebtedness
      of the Issuer or any of its Restricted Subsidiaries represented by
      Capitalized Lease Obligations, mortgage financings or purchase money
      obligations with respect to assets other than Capital Stock or other
      Investments, in each case incurred for the purpose of financing all or any
      part of the purchase price or cost of construction or improvements of
      property used in the business of the Issuer or such Restricted Subsidiary,
      in an aggregate principal amount not to exceed €50 million at any time
      outstanding;





(8)
            Indebtedness
      incurred in respect of workers’ compensation claims, self-insurance
      obligations, performance, surety and similar bonds and completion
      guarantees provided by the Issuer or a Restricted Subsidiary in the
      ordinary course of business;





(9)
            Indebtedness
      arising from agreements of the Issuer or a Restricted Subsidiary providing
      for indemnification, adjustment of purchase price or similar obligations,
      in each case, Incurred or assumed in connection with the disposition of
      any business, assets or Capital Stock of a Restricted Subsidiary, providedthat the
      maximum aggregate liability in respect of all such Indebtedness shall at
      no time exceed the gross proceeds actually received by the Issuer and its
      Restricted Subsidiaries in connection with such
    disposition;





44





(10)
            Indebtedness
      arising from the honoring by a bank or other financial institution of a
      check, draft or similar instrument (except in the case of daylight
      overdrafts) drawn against insufficient funds in the ordinary course of
      business, provided, however, that such
      Indebtedness is extinguished within five Business Days of Incurrence;
      and





(11)
            in
      addition to the items referred to in clauses (1) through (10) of this
      Section 4.3(b), Indebtedness of the Issuer and the Restricted Subsidiaries
      in an aggregate outstanding principal amount which, when taken together
      with the principal amount of all other Indebtedness Incurred pursuant to
      this clause (11) and then outstanding, will not exceed €100 million at any
      time outstanding.





(c)  For
purposes of determining compliance with, and the outstanding principal amount of
any particular Indebtedness Incurred pursuant to and in compliance with, this
Section 4.3:





(1)
            in
      the event that Indebtedness meets the criteria of more than one of the
      types of Indebtedness described in Section 4.3(a) and 4.3(b), the Issuer,
      in its sole discretion, will classify such item of Indebtedness on the
      date of Incurrence, and may from time to time reclassify such item of
      Indebtedness, and only be required to include the amount and type of such
      Indebtedness in one of such
clauses;





(2)
            all
      Indebtedness outstanding on the Issue Date under any Credit Facility
      (other than the Czech Working Capital Facility) shall be deemed initially
      Incurred on the Issue Date under Section 4.3(b)(1) and not under Section
      4.3(a) or Section 4.3(b)(4)(b), and may not be reclassified pursuant to
      Section 4.3(c)(1); and





(3)
            the
      amount of Indebtedness issued at a price that is less than the principal
      amount thereof will be equal to the amount of the liability in respect
      thereof determined in accordance with
GAAP.





Accrual
of interest, accrual of dividends, the accretion of accreted value, the payment
of interest in the form of additional Indebtedness and the payment of dividends
in the form of additional shares of Preferred Stock will not be deemed to be an
Incurrence of Indebtedness for purposes of this Section 4.3. The amount of any
Indebtedness outstanding as of any date shall be (i) the accreted value of the
Indebtedness in the case of any Indebtedness issued with original issue discount
and (ii) the principal amount or liquidation preference thereof, together with
any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.





In
addition, the Issuer will not permit any of its Unrestricted Subsidiaries to
Incur any Indebtedness or issue any shares of Disqualified Stock, other than
Non-Recourse Debt.  If at any time an Unrestricted Subsidiary becomes
a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to
be Incurred by a Restricted Subsidiary of the Issuer as of such date (and, if
such Indebtedness is not permitted to be Incurred as of such date under this
Section 4.3, the Issuer shall be in Default hereunder).





For
purposes of determining compliance with any euro-denominated restriction on the
Incurrence of Indebtedness, the euro-equivalent principal amount of Indebtedness
denominated in a currency other than the euro shall be calculated based on the
relevant currency exchange rate in effect on the date such Indebtedness was
Incurred, in the case of term Indebtedness, or first committed, in the case of
revolving credit Indebtedness; provided that if such
Indebtedness is Incurred to refinance other Indebtedness denominated in a
currency other than the euro, and such refinancing would cause the applicable
euro-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such
euro-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such Refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. Notwithstanding any
other provision of this Section 4.3, the maximum amount of Indebtedness that the
Issuer may Incur pursuant to this Section 4.3 shall not be deemed to be exceeded
solely as a result of fluctuations in the exchange rate of currencies. The
principal amount of any Indebtedness incurred to refinance other Indebtedness,
if Incurred in a different currency from the Indebtedness being refinanced,
shall be calculated based on the currency exchange rate applicable to the
currencies in which such Refinancing Indebtedness is denominated that is in
effect on the date of such refinancing.





45





SECTION
4.4   Limitation on Restricted
Payments. (c)  The
Issuer will not, and will not permit any of its Restricted Subsidiaries,
directly or indirectly, to:





(1)
            declare
      or pay any dividend or make any distribution (including any payment in
      connection with any merger, amalgamation or consolidation involving the
      Issuer or any Subsidiary of the Issuer) on or in respect of its Capital
      Stock except:





(a)
            dividends
      or distributions payable solely in Capital Stock of the Issuer (other than
      Disqualified Stock) or in options or warrants or other rights to purchase
      such Capital Stock of the Issuer;
and





(b)
            dividends
      or distributions payable to the Issuer or a Restricted Subsidiary of the
      Issuer (and, if such Restricted Subsidiary has shareholders other than the
      Issuer or other Restricted Subsidiaries, to its other shareholders on a
      pro rata
      basis);





(2)
            purchase,
      redeem, retire or otherwise acquire for value any Capital Stock of the
      Issuer held by Persons other than the Issuer or a Restricted Subsidiary
      (other than in exchange for Capital Stock of the Issuer (other than
      Disqualified Stock));





(3)
            purchase,
      repurchase, prepay, repay, redeem, defease or otherwise acquire or retire
      for value, prior to scheduled maturity, scheduled repayment or scheduled
      sinking fund payment, any Subordinated Obligations or Guarantor
      Subordinated Obligations (other than the purchase, repurchase, prepayment
      or repayment redemption, defeasance or other acquisition or retirement of
      Subordinated Obligations purchased in anticipation of satisfying a sinking
      fund obligation, principal installment or final maturity, in each case due
      within one year of the date of purchase, repurchase or acquisition);
      or





(4)           make
any Restricted Investment in any Person;





(any such
dividend, distribution, purchase, redemption, repurchase, defeasance, other
acquisition, retirement or Restricted Investment referred to in clauses (1)
through (4) (inclusive) of this Section 4.4(a) shall be referred to herein as a
“Restricted Payment”), if at the time the Issuer or such Restricted Subsidiary
makes such Restricted Payment:





46





(a)
            a
      Default shall have occurred and be continuing (or would result therefrom);
      or





(b)
            the
      Issuer is not able to Incur an additional €1.00 of Indebtedness pursuant
      to Section 4.3(a) after giving effect, on a pro forma basis, to
      such Restricted Payment; or





(c)
            the
      aggregate amount of such Restricted Payment and all other Restricted
      Payments declared or made subsequent to the Issue Date would exceed the
      sum of:





(i)
            (a)
      50% of Consolidated Net Income for the period (treated as one accounting
      period) from the Issue Date to the end of the most recent fiscal quarter
      ending prior to the date of such Restricted Payment for which financial
      statements are in existence (or, in the event Consolidated Net Income for
      such period is a deficit then, minus 100% of such
  deficit);





(ii)
            100%
      of the aggregate Net Cash Proceeds received by the Issuer from the issue
      or sale of its Capital Stock (other than Disqualified Stock) or other
      capital contributions subsequent to the Issue Date (other than Net Cash
      Proceeds received from an issuance or sale of such Capital Stock to a
      Subsidiary of the Issuer or an employee stock ownership plan, option plan
      or similar trust established by the Issuer or any of its Subsidiaries to
      the extent such sale to an employee stock ownership plan, option plan or
      similar trust is financed by loans from or guaranteed by the Issuer or any
      of its Subsidiaries unless such loans have been repaid with cash on or
      prior to the date of
determination);





(iii)
            the
      amount by which Indebtedness of the Issuer is reduced on the Issuer’s
      balance sheet upon the conversion or exchange (other than by a Subsidiary
      of the Issuer) subsequent to the Issue Date of any Indebtedness of the
      Issuer convertible or exchangeable for Capital Stock (other than
      Disqualified Stock) of the Issuer (less the amount of any cash, or other
      property, distributed by the Issuer upon such conversion or exchange);
      and





(iv)
            the
      amount equal to the net reduction in Restricted Investments made after the
      Issue Date by the Issuer or any of its Restricted Subsidiaries in any
      Person resulting from:





(A)
            repurchases
      or redemptions of such Restricted Investments by such Person, proceeds
      realized upon the sale of such Restricted Investment to an unaffiliated
      purchaser, repayments of loans or advances or other transfers of assets
      (including by way of dividend or distribution) by such Person to the
      Issuer or any Restricted Subsidiary of the Issuer not to exceed, in the
      case of any Person, the amount of Restricted Investments previously made
      by the Issuer or any Restricted Subsidiary in such Person;
    or





47





(B)
            the
      redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries
      (valued in each case as provided in the definition of “Investment”) not to
      exceed, in the case of any Unrestricted Subsidiary, the amount of
      Investments previously made by the Issuer or any Restricted Subsidiary in
      such Unrestricted Subsidiary,





which
amount in each case under this clause (iv) was included in the calculation of
the amount of Restricted Payments; provided, however, that no amount will
be included under this clause (iv) to the extent it is already included in
Consolidated Net Income.





(b)  The
provisions of Section 4.4(a) will not prohibit:





(1)
            any
      purchase or redemption of Capital Stock or Subordinated Obligations of the
      Issuer made by exchange for, or out of the proceeds of the substantially
      concurrent sale of, Capital Stock of the Issuer (other than Disqualified
      Stock and other than Capital Stock issued or sold to a Subsidiary or an
      employee stock ownership plan or similar trust to the extent such sale to
      an employee stock ownership plan or similar trust is financed by loans
      from or guaranteed by the Issuer or any Restricted Subsidiary unless such
      loans have been repaid with cash on or prior to the date of
      determination); provided, however, that (a) such
      purchase or redemption will be excluded in subsequent calculations of the
      amount of Restricted Payments and (b) the Net Cash Proceeds from such sale
      will be excluded from Section
4.4(a)(4)(c)(ii);





(2)
            any
      purchase or redemption of Subordinated Obligations of the Issuer made by
      exchange for, or out of the proceeds of the substantially concurrent sale
      of, Subordinated Obligations of the Issuer or any purchase or redemption
      of Guarantor Subordinated Obligations made by exchange for, or out of
      proceeds of the substantially concurrent sale of Guarantor Subordinated
      Obligations that, in each case, is permitted to be Incurred pursuant to
      Section 4.3 aboveand that, in each
      case, qualifies as Refinancing Indebtedness; provided, however, that such
      purchase or redemption will be excluded in subsequent calculations of the
      amount of Restricted Payments;





(3)
            so
      long as no Default or Event of Default has occurred and is continuing, any
      purchase or redemption of Subordinated Obligations from Net Available Cash
      to the extent permitted under Section 4.9 below; provided, however, that such
      purchase or redemption will be excluded in subsequent calculations of the
      amount of Restricted Payments;





(4)
            dividends
      paid within 60 days after the date of declaration if at such date of
      declaration such dividends would have been permitted under this Section
      4.4; provided,
      however, that
      such dividends will be included in subsequent calculations of the amount
      of Restricted Payments;





48





(5)
            so
      long as no Default or Event of Default has occurred and is continuing, the
      purchase, redemption or other acquisition, cancellation or retirement for
      value of Capital Stock, or options, warrants, equity appreciation rights
      or other rights to purchase or acquire Capital Stock of the Issuer or any
      Restricted Subsidiary of the Issuer or any parent of the Issuer held by
      any existing or former employees or management of the Issuer or any
      Subsidiary of the Issuer or their assigns, estates or heirs, in each case
      in connection with the repurchase provisions under employee stock option
      or stock purchase agreements or other agreements to compensate management
      employees; provided that such
      redemptions or repurchases pursuant to this clause will not exceed €3
      million in the aggregate during any calendar year and €10 million in the
      aggregate for all such redemptions and repurchases; provided, however, that
      the amount of any such repurchase or redemption will be included in
      subsequent calculations of the amount of Restricted
    Payments;





(6)
            repurchases
      of Capital Stock deemed to occur upon the exercise of stock options,
      warrants or other convertible securities if such Capital Stock represents
      a portion of the exercise price thereof or withholding tax thereon; provided, however, that
      such repurchases will be excluded from subsequent calculations of the
      amount of Restricted Payments;





(7)
            so
      long as no Default or Event of Default has occurred and is continuing (or
      would result therefrom), the declaration and payment by the Issuer of
      dividends or distributions on the common stock of the Issuer in an amount
      not to exceed in any fiscal year 6% of Net Cash Proceeds received by the
      Issuer from any Public Equity Offering;
and





(8)
            so
      long as no Default has occurred or is continuing or would be caused
      thereby, other Restricted Payments in an aggregate amount not to exceed
      €40 million since the date of this Indenture; provided, however, that
      such Restricted Payments will be included in subsequent calculations of
      the amount of Restricted Payments.





The
amount of all Restricted Payments (other than cash) shall be the fair market
value on the date of such Restricted Payment of the asset(s) or securities
proposed to be paid, transferred or issued by the Issuer or such Restricted
Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair
market value of any cash Restricted Payment shall be its face amount and any
non-cash Restricted Payment shall be determined conclusively by the Board of
Directors acting in good faith, such determination to be based upon a written
opinion of an independent and reputable accounting, appraisal or investment
banking firm of internationally recognized standing if the fair market value of
such Restricted Payment is estimated to exceed €75 million.





SECTION
4.5   Corporate
Existence .  Except
as otherwise permitted by Section 4.18 and Article V hereof, the Issuer and each
of the Subsidiary Guarantors shall do or cause to be done all things necessary
to preserve and keep in full force and effect its respective corporate existence
and the corporate, partnership, limited liability or other existence of each of
the Issuer’s Restricted Subsidiaries in accordance with the respective
organizational documents (as the same may be amended from time to time) of each
such Person and the rights (charter and statutory) of the Issuer’s and each of
the other Subsidiary Guarantors’ Restricted Subsidiaries; provided, however, that the Issuer
shall not be required to preserve any such right, or the corporate, partnership,
limited liability or other existence of any of the Issuer’s Restricted
Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuer and
each of its Restricted Subsidiaries, taken as a whole.





49





SECTION
4.6   Limitation on
Liens .  The
Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur or suffer to exist any Lien (other than
Permitted Liens) upon any of its property or assets (including Capital Stock of
Restricted Subsidiaries of the Issuer), whether owned on the date of this
Indenture or acquired after that date, which Lien is securing any Indebtedness
of the Issuer or any Restricted Subsidiary unless contemporaneously with the
Incurrence of the Liens effective provision is made to secure the Indebtedness
due under this Indenture and the Notes or, in respect of Liens on any Restricted
Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted
Subsidiary, equally and ratably with (or prior to in the case of Liens with
respect to Subordinated Obligations or Guarantor Subordinated Obligations, as
the case may be) the Indebtedness secured by such Lien for so long as such
Indebtedness is so secured.





SECTION
4.7   Waiver of Stay, Extension or
Usury Laws .  The
Issuer covenants (to the extent that it may lawfully do so) that it shall not at
any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Issuer from paying all or any portion of the
principal of and/or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture, and (to the extent that it may
lawfully do so) the Issuer hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been
enacted.





SECTION
4.8   Limitation on Restrictions
on Distributions from Restricted Subsidiaries .





(a)  The
Issuer will not, and will not permit any Restricted Subsidiary to, create or
otherwise cause or permit to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any Restricted
Subsidiary to:





(1)
            pay
      dividends or make any other distributions on its Capital Stock or pay any
      Indebtedness or other obligations owed to the Issuer or any Restricted
      Subsidiary;





(2)           make
any loans or advances to the Issuer or any Restricted Subsidiary;
or





(3)
            transfer
      any of its property or assets to the Issuer or any Restricted
      Subsidiary.





(b)  The
provisions of Section 4.8(a) will not prohibit:





(i)
            any
      encumbrance or restriction pursuant to an agreement in effect at the date
      of this Indenture;





50





(ii)
            any
      encumbrance or restriction with respect to a Restricted Subsidiary
      pursuant to an agreement relating to any Indebtedness Incurred by a
      Restricted Subsidiary on or before the date on which such Restricted
      Subsidiary was acquired by the Issuer (other than Indebtedness Incurred as
      consideration in, or to provide all or any portion of the funds utilized
      to consummate, the transaction or series of related transactions pursuant
      to which such Restricted Subsidiary became a Restricted Subsidiary or was
      acquired by the Issuer or in contemplation of the transaction) and
      outstanding on such date;





(iii)
            any
      encumbrance or restriction with respect to a Restricted Subsidiary
      pursuant to an agreement effecting a refunding, replacement or refinancing
      of Indebtedness referred to in clause (i) or (ii) of this paragraph or
      this clause (iii) or contained in any amendment to an agreement relating
      to any Indebtedness referred to in clause (i) or (ii) of this paragraph or
      this clause (iii); provided, however, that
      any such restrictions contained in any such amendments or any agreement
      effecting refunding, replacement or refinancing referred to above, are no
      more restrictive than the encumbrances and restrictions contained in the
      agreements relating to the Indebtedness referred to in clauses (i) or (ii)
      of this paragraph in existence on the Issue Date or the date such
      Restricted Subsidiary became a Restricted Subsidiary, whichever is
      applicable;





(iv)
            in
      the case of clause (3) of Section 4.8(a) above, any encumbrance or
      restriction:





(a)
            that
      restricts in a customary manner the subletting, assignment or transfer of
      any property or asset that is subject to a lease, license or similar
      contract, or the assignment or transfer of any such lease, license or
      other contract;





(b)
            contained
      in mortgages, pledges or other security agreements permitted under this
      Indenture securing Indebtedness of the Issuer or a Restricted Subsidiary
      to the extent such encumbrances or restrictions restrict the transfer of
      the property subject to such mortgages, pledges or other security
      agreements; or





(c)
            pursuant
      to customary provisions restricting dispositions of real property
      interests set forth in any reciprocal easement agreements of the Issuer or
      any Restricted Subsidiary;





(v)
            (a)
      purchase money obligations for property acquired in the ordinary course of
      business and (b) Capitalized Lease Obligations permitted under this
      Indenture, in each case, that impose encumbrances or restrictions of the
      nature described in Section 4.8(a)(3) on the property so
      acquired;





(vi)
            any
      restriction with respect to a Restricted Subsidiary (or any of its
      property or assets) imposed pursuant to an agreement entered into for the
      direct or indirect sale or disposition of all or substantially all the
      Capital Stock or assets of such Restricted Subsidiary (or the property or
      assets that are subject to such restriction) pending the closing of such
      sale or disposition; and





51





(vii)
            encumbrances
      or restrictions arising or existing by reason of applicable law or any
      applicable rule, regulation or order, including applicable corporate law
      restrictions on the payment of
dividends.





SECTION
4.9   Limitation on
Salesof Assets
and Subsidiary Stock .  The
Issuer will not, and will not permit any of its Restricted Subsidiaries to, make
any Asset Disposition unless:





(1)
            the
      Issuer or such Restricted Subsidiary, as the case may be, receives
      consideration at the time of such Asset Disposition at least equal to the
      fair market value, as determined in good faith by the Board of Directors
      (including as to the value of all non-cash consideration), of the shares
      and assets subject to such Asset
Disposition;





(2)
            at
      least 75% of the consideration from such Asset Disposition received by the
      Issuer or such Restricted Subsidiary, as the case may be, is in the form
      of cash or Cash Equivalents or Additional Assets or a combination thereof;
      and





(3)
            an
      amount equal to 100% of the Net Available Cash from such Asset Disposition
      is applied by the Issuer or such Restricted Subsidiary, as the case may
      be:





(a)
            first, to the extent
      the Issuer or any Restricted Subsidiary, as the case may be, elects (or is
      required by the terms of any Indebtedness), to prepay, repay or purchase
      Indebtedness of the Issuer (other than Disqualified Stock or Subordinated
      Obligations) or Indebtedness (other than any Disqualified or Preferred
      Stock or Guarantor Subordinated Obligations of a Subsidiary Guarantor) of
      a Subsidiary Guarantor (in each case other than Indebtedness owed to the
      Issuer or an Affiliate of the Issuer) within 360 days from the later of
      the date of such Asset Disposition or the receipt of such Net Available
      Cash; provided,
      however, that, in
      connection with any prepayment, repayment or purchase of Indebtedness
      pursuant to this clause (a), the Issuer or such Restricted Subsidiary will
      retire such Indebtedness and will cause the related commitment (if any) to
      be permanently reduced in an amount equal to the principal amount so
      prepaid, repaid or purchased; and





(b)
            second, to the extent
      the Issuer or such Restricted Subsidiary elects, to invest in Additional
      Assets within 360 days from the later of the date of such Asset
      Disposition or the receipt of such Net Available
  Cash;





provided pending the final
application of any such Net Available Cash in accordance with clause (a) or
clause (b) above, the Issuer and its Restricted Subsidiaries may temporarily
reduce Indebtedness or otherwise invest in such Net Available Cash in any manner
not prohibited by this Indenture.





52





Any Net
Available Cash from Asset Dispositions that is not applied or invested as
provided in the preceding paragraph will be deemed to constitute “Excess
Proceeds.”  On the 361st day after an Asset Disposition, if the
aggregate amount of Excess Proceeds exceeds €15 million, the Issuer will be
required to make an offer (“Asset Disposition
Offer”) to all holders of Notes and to the extent required by the terms
of other Pari Passu Indebtedness, to all holders of other Pari Passu
Indebtedness outstanding with similar provisions requiring the Issuer to make an
offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset
Disposition (“Pari
Passu Notes”), to purchase the maximum principal amount of Notes and any
such Pari Passu Notes to which the Asset Disposition Offer applies that may be
purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount of the Notes and Pari Passu Notes plus
accrued and unpaid interest and Additional Amounts, if any, to the date of
purchase, in accordance with the procedures set forth in this Indenture or the
agreements governing the Pari Passu Notes, as applicable, in denominations of
€50,000 and any integral multiple of €1,000 in excess thereof in the case of the
Notes.  To the extent that the aggregate amount of Notes and Pari
Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset
Disposition Offer is less than the Excess Proceeds, the Issuer may use any
remaining Excess Proceeds for general corporate purposes, subject to the other
covenants contained in this Indenture.  If the aggregate principal
amount of Notes surrendered by holders thereof and other Pari Passu Notes
surrendered by holders or lenders, collectively, exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and Pari Passu Notes to be
purchased on a pro rata
basis on the basis of the aggregate principal amount of tendered Notes and Pari
Passu Notes.  Upon completion of such Asset Disposition Offer, the
amount of Excess Proceeds shall be reset at zero.  The Trustee shall
have no liability in relation to selections made by it pursuant to this Section
4.9.





Notice of
the Asset Disposition Offer will be given in accordance with this
Indenture.  The Asset Disposition Offer will remain open for a period
of 20 Business Days following its commencement, except to the extent that a
longer period is required by applicable law (the “Asset Disposition Offer
Period”). No later than five Business Days after the termination of the
Asset Disposition Offer Period (the “Asset Disposition Purchase
Date”), the Issuer will purchase the principal amount of Notes and Pari
Passu Notes required to be purchased pursuant to this Section 4.9 (the “Asset Disposition Offer
Amount”) or, if less than the Asset Disposition Offer Amount has been so
validly tendered, all Notes and Pari Passu Notes validly tendered in response to
the Asset Disposition Offer.





If the
Asset Disposition Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest will
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest will be payable to
holders of the Notes who tender Notes pursuant to the Asset Disposition
Offer.





On or
before the Asset Disposition Purchase Date, the Issuer will, to the extent
lawful, accept for payment, on a pro rata basis to the extent
necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or
portions of Notes and Pari Passu Notes so validly tendered and not properly
withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset
Disposition Offer Amount has been validly tendered and not properly withdrawn,
all Notes and Pari Passu Notes so validly tendered and not properly withdrawn,
in case of the Notes in minimum denominations of €50,000 and any integral
multiples of €1,000 in excess thereof.  The Issuer will deliver to the
Trustee an Officers’ Certificate stating that such Notes or portions thereof
were accepted for payment by the Issuer in accordance with the terms of this
Section 4.9 and, in addition, the Issuer will deliver all certificates and notes
required, if any, by the agreements governing the Pari Passu
Notes.  The Issuer or the Paying Agent, as the case may be, will
promptly (but in any case not later than five Business Days after termination of
the Asset Disposition Offer Period) mail or deliver to each tendering holder of
Notes or holder or lender of Pari Passu Notes, as the case may be, an amount
equal to the purchase price of the Notes or Pari Passu Notes so validly tendered
and not properly withdrawn by such holder or lender, as the case may be, and
accepted by the Issuer for purchase, and the Issuer will promptly issue a new
Note, and the Trustee, upon delivery of an Officers’ Certificate from the Issuer
will authenticate and mail or deliver such new Note to such holder, in a
principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new
Note will be in a principal amount of €50,000 and any integral multiple of
€1,000 in excess thereof.  In addition, the Issuer will take any and
all other actions required by the agreements governing the Pari Passu
Notes.  Any Note not so accepted will be promptly mailed or delivered
by the Issuer to the holder thereof.  The Issuer will publicly
announce the results of the Asset Disposition Offer on the Asset Disposition
Purchase Date.





53





For the
purposes of this Section 4.9, the following will be deemed to be
cash:





(1)
            the
      assumption by the transferee of Indebtedness (other than Subordinated
      Obligations or Disqualified Stock) of the Issuer or Indebtedness (other
      than Disqualified Stock or Guarantor Subordinated Obligations) of any
      Subsidiary Guarantor and the release of the Issuer or such Subsidiary
      Guarantors from all liability on such Indebtedness in connection with such
      Asset Disposition (in which case the Issuer will, without further action,
      be deemed to have applied such deemed cash to Indebtedness in accordance
      with clause (a) above); and





(2)
            securities,
      notes or other obligations received by the Issuer or any Restricted
      Subsidiary from the transferee that are converted within 90 days by the
      Issuer or such Restricted Subsidiary into
cash.





The
Issuer will comply, to the extent applicable, with any securities laws or
regulations in connection with the repurchase of Notes pursuant to this
Indenture. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.9, the Issuer will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Indenture by virtue of any
conflict.





SECTION
4.10   Limitation on Affiliate
Transactions .  (a)  The
Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of the Issuer (an “Affiliate
Transaction”) unless:





(1)
            the
      terms of such Affiliate Transaction are no less favorable to the Issuer or
      such Restricted Subsidiary, as the case may be, than those that could be
      obtained in a comparable transaction at the time of such transaction in
      arm’s length dealings with a Person who is not such an
      Affiliate;





(2)
            in
      the event such Affiliate Transaction involves an aggregate amount in
      excess of €20 million, the terms of such transaction have been approved by
      a majority of the members of the Board of Directors and by a majority of
      the members of such board having no personal stake in such transaction, if
      any (and such majority or majorities, as the case may be, determines that
      such Affiliate Transaction satisfies the criteria in clause (1) above);
      and





54





(3)
            in
      the event such Affiliate Transaction involves an aggregate amount in
      excess of €75 million, the Issuer has received a written opinion from an
      independent investment banking firm of internationally recognized standing
      that such Affiliate Transaction is not materially less favorable than
      those that might reasonably have been obtained in a comparable transaction
      at such time on an arms-length basis from a Person that is not an
      Affiliate.





The
Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of a Restricted Subsidiary of the Issuer (a
“Restricted Subsidiary Affiliate Transaction”) unless:





(1)
            the
      terms of such Restricted Subsidiary Affiliate Transaction are no less
      favorable to the Issuer or such Restricted Subsidiary, as the case may be,
      than those that could be obtained in a comparable transaction at the time
      of such transaction in arm’s length dealings with a Person who is not such
      an Affiliate; and





(2)
            in
      the event such Restricted Subsidiary Affiliate Transaction involves an
      aggregate amount in excess of €5 million, the terms of such transaction
      have been approved by a majority of the members of the Board of Directors
      and by a majority of the members of such board having no personal stake in
      such transaction, if any (and such majority or majorities, as the case may
      be, determines that such Restricted Subsidiary Affiliate Transaction
      satisfies the criteria in clause (1)
above);





(b)  Section
4.10(a) shall not apply to:





(1)
            any
      Restricted Payment (other than a Restricted Investment) permitted to be
      made pursuant to Section 4.4
hereof;





(2)
            any
      issuance of securities, or other payments, awards or grants in cash,
      securities or otherwise pursuant to, or the funding of, employment
      arrangements, stock options and stock ownership plans and other reasonable
      fees, compensation, benefits and indemnities paid or entered into by the
      Issuer or its Restricted Subsidiaries in the ordinary course of business
      to or with members of the Board of Directors, officers or employees of the
      Issuer and its Restricted Subsidiaries approved by the Board of
      Directors;





(3)
            loans
      or advances to employees in the ordinary course of business of the Issuer
      or any of its Restricted Subsidiaries and consistent with past practice of
      the Issuer or such Restricted Subsidiary; provided that such
      loans or advances do not exceed $2 million in the aggregate outstanding at
      any one time;





(4)
            any
      transaction between the Issuer and a Restricted Subsidiary or between
      Restricted Subsidiaries and Guarantees issued by the Issuer or a
      Restricted Subsidiary for the benefit of the Issuer or a Restricted
      Subsidiary, as the case may be, in accordance with Section
      4.3;





55





(5)
            the
      payment of reasonable and customary fees paid to, and indemnity provided
      on behalf of, directors of the Issuer or any Restricted Subsidiary of the
      Issuer; and





(6)
            the
      performance of obligations of the Issuer or any of its Restricted
      Subsidiaries under the terms of any agreement to which the Issuer or any
      of its Restricted Subsidiaries is a party as of or on the Issue Date and
      which are described in the Offering Memorandum under the captions “Related
      party transaction” as these agreements may be amended, modified,
      supplemented, extended or renewed from time to time; provided, however, that any
      future amendment, modification, supplement, extension or renewal entered
      into after the Issue Date will be permitted to the extent that its terms
      are not more disadvantageous to the holders of the Notes than the terms of
      the arrangements in place on the Issue
Date.





SECTION
4.11   Listing. The
Issuer will use its commercially reasonable efforts to cause the Notes to be
listed on the Luxembourg Stock Exchange (or, failing the approval of such
listing, it will use its commercially reasonable efforts to cause the Notes to
be listed on another stock exchange reasonably satisfactory to the Issuer and
the Initial Purchasers) as soon as practicable and in any event prior to the
date of the first interest payment and cause that such listing continues for so
long as any of the Notes are outstanding.





SECTION
4.12   Reports. The
Issuer will file with the Commission, provide to the Trustee and make available
to the holders of the Notes, without cost to the Trustee or the holders of the
Notes, within 10 days after it files them with the Commission, the information
required to be contained in the following reports (or required in such successor
or comparable form), including any guarantor financial information required by
Regulation S-X:





(1)
            within
      90 days after the end of the Issuer’s fiscal year (or such shorter period
      as may be required by the Commission), annual reports on Form 10-K (or any
      successor or comparable form) containing the information required to be
      contained therein (of required in such successor or comparable
      form);





(2)
            within
      45 days after the end of each of the first three fiscal quarters in each
      fiscal year of the Issuer (or such shorter period as may be required by
      the Commission) reports on Form 10-Q (or any successor or comparable
      form); and





(3)
            promptly
      from time to time after the occurrence of an event required to be therein
      reported (and in any event within the time period specified for filing of
      current reports on Form 8-K by the Commission), such other reports on Form
      8-K (or any successor or comparable
form).





If the
Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and
any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries
constitute Significant Subsidiaries of the Issuer, then the annual and quarterly
information required by the first two clauses of this Section 4.12 shall include
a presentation, either on the face of the financial statements or in the
footnotes thereto, of the net revenues, depreciation, amortization, operating
income, net income, cash, third-party debt, total assets and total shareholders’
equity of the Issuer and its Restricted Subsidiaries separate from the financial
condition and results of operations of such Unrestricted Subsidiaries of the
Issuer.





56





For so
long as the Notes are listed on the Luxembourg Stock Exchange and the rules of
that Stock Exchange so require, the above information will also be made
available in The Grand Duchy of Luxembourg through the offices of the Paying
Agent in The Grand Duchy of Luxembourg.





SECTION
4.13   Limitation on Lines of
Business .  The
Issuer will not, and will not permit any Restricted Subsidiary to, engage in any
business other than a Permitted Business.





SECTION
4.14   Change of
Controland
Rating Decline .  If
a Change of Control Triggering Event occurs, each holder of the Notes will have
the right to require the Issuer to repurchase all or any part (equal to €50,000
and any integral multiple of €1,000 in excess thereof) of such holder’s Notes at
a purchase price per note in cash equal to 101% of the principal amount of such
Note plus accrued and unpaid interest, if any, to the date of purchase, although
Notes of €50,000 in original principal amount or less will not be redeemed in
part.





Within 30
days following any Change of Control Triggering Event, the Issuer will provide
notice (the “Change of
Control Offer”) in accordance with the procedures described under Section
12.1 stating:





(1)
            that
      a Change of Control Triggering Event has occurred and that holders have
      the right to require the Issuer to purchase such holder’s Notes at a
      purchase price in cash equal to 101% of the principal amount of such Notes
      plus accrued and unpaid interest, if any, and premium, if any, to the date
      of purchase (the “Change of Control
      Payment”);





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





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





(4)
            the
      procedures determined by the Issuer, consistent with this Indenture, that
      a holder of the Notes must follow in order to have its Notes
      repurchased.





On the
Change of Control Payment Date, the Issuer will, to the extent
lawful:





(1)
            accept
      for payment all Notes or portions of Notes (in denominations of €50,000
      and any integral multiple of €1,000 in excess thereof) properly tendered
      under the Change of Control Offer;





(2)
            deposit
      with the Paying Agent an amount equal to the Change of Control Payment in
      respect of all Notes or portions of Notes so tendered;
  and





(3)
            deliver
      or cause to be delivered to the Trustee the Notes so accepted together
      with an Officers’ Certificate stating the aggregate principal amount of
      Notes or portions of Notes being purchased by the
  Issuer.





The
Paying Agent will promptly either (x) pay to the holder of the Notes against
presentation and surrender (or, in the case of partial payment, endorsement) of
the Notes in global form or (y) in the event that the Notes are in the form of
Definitive Notes, mail to each holder of the Notes so tendered the Change of
Control Payment for such Notes, and the Trustee will promptly authenticate and
deliver (or cause to be transferred by book entry) to the holder of the Notes in
global form a new Note or Notes in global form or, in the case of Definitive
Notes, mail to each holder a new Note in definitive form equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new
Note will be in a principal amount of €50,000 and any integral multiple of
€1,000 in excess thereof.





57





If the
Change of Control Payment Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, if
any, will be paid to the Person in whose name a Note is registered at the close
of business on such record date, and no additional interest will be payable to
holders of the Notes who tender pursuant to the Change of Control
Offer.





The
provisions of this Section 4.14 will be applicable whether or not any other
provisions of this Indenture are applicable.





The
Issuer will not be required to make a Change of Control Offer upon the
occurrence of a Change of Control Triggering Event if another party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Indenture applicable to a Change of
Control Offer made by the Issuer and purchases all Notes validly tendered and
not withdrawn under such Change of Control Offer.





The
Issuer will comply, to the extent applicable, with any applicable securities
laws or regulations, including any securities or other applicable laws of
Bermuda and the requirements of the Luxembourg Stock Exchange or any other
securities exchange on which the Notes are listed in connection with the
repurchase of Notes pursuant to this Section 4.14.  To the extent that
the provisions of any securities or other applicable laws or regulations
conflict with provisions of this Indenture, the Issuer will comply with the
applicable laws and regulations and will not be deemed to have breached its
obligations described in this Indenture by virtue of the conflict.





SECTION
4.15   Additional
Amounts .  At
least 30 days prior to each date on which payment of principal, premium, if any,
or interest on the Notes or any Subsidiary Guarantee is due and payable (unless
such obligation to pay Additional Amounts arises shortly before or at some time
after the 30th day
prior to such date, in which case it shall be as soon as practicable after such
obligation arises), if the Payor will be obligated to pay Additional Amounts
pursuant to Paragraph 2 of the Notes (the “Additional Amounts”)
with respect to any such payment, the Payor will deliver to the Trustee an
Officers’ Certificate stating that such Additional Amounts will be payable, the
amounts so payable and will set forth such other information necessary to enable
the Trustee or the Principal Paying Agent, as the case may be, to pay such
Additional Amounts to the holders of the Notes on the payment
date.  Each such Officers’ Certificate shall be relied upon until the
receipt of a further Officers’ Certificate addressing such
matters.  The Payor will pay to the Trustee, or the Principal Paying
Agent, as the case may be, such Additional Amounts and, if paid to a Paying
Agent other than the Trustee, shall provide the Trustee with documentation
evidencing the payment of such Additional Amounts.  Copies of such
documentation shall be made available to the holders of the Notes upon
request.





The Payor
will (i) make any required withholding or deduction and (ii) remit the full
amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance
with applicable law. The Payor will use all reasonable efforts to obtain
certified copies of tax receipts evidencing the payment of any Taxes so deducted
or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will
provide such certified copy to each holder of a Note. The Payor will attach to
each certified copy a certificate stating (x) that the amount of withholding
Taxes evidenced by the certified copy was paid in connection with payments in
respect of the principal amount of Notes then outstanding and (y) the amount of
such withholding Taxes paid per €1,000 principal amount of the
Notes.





58





The
foregoing obligations of this Section 4.15 will survive any termination,
defeasance or discharge of this Indenture and will apply with appropriate
changes to any jurisdiction in which any successor Person to a Payor is
organized or any political subdivision or taxing authority or agency thereof or
therein.





Whenever
in this Indenture or in the Notes there is mentioned, in any context, the
payment of principal, premium, if any, or interest, if any, or any other amount
payable under or with respect to any Note and the Subsidiary Guarantees, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.





SECTION
4.16   Payment of Non-Income Taxes
and Similar Charges .  The
Payor will pay any present or future stamp, court or documentary taxes, or any
other excise or property taxes, charges or similar levies which arise in any
jurisdiction from the execution, delivery or registration of the Notes or any
other document or instrument referred to therein (other than a transfer of the
Notes), or the receipt of any payments with respect to the Notes or the
Subsidiary Guarantees, excluding any such taxes, charges or similar levies
imposed by any jurisdiction other than a Relevant Taxing Jurisdiction, other
than those resulting from, or required to be paid in connection with, the
enforcement of the Notes, the Subsidiary Guarantees or any other such document
or instrument following the occurrence of any Event of Default with respect to
the Notes.





SECTION
4.17   Compliance Certificate;
Notice of Default .  The
Issuer shall deliver to the Trustee within 120 days after the end of each fiscal
year an Officers’ Certificate stating (a) that in the course of the performance
by the signers of their duties as Officers of the Issuer they would normally
have knowledge of any Default and whether or not the signers know of any Default
that occurred during such period.  If they do, the certificate shall
describe the Default, its status and what action the Issuer is taking or
proposes to take with respect thereto and (b) that no recording, filing,
re-recording or re-filing of this Indenture and the Security Documents is
necessary to maintain the security interest intended to be created thereby for
the benefit of the holders of the Notes.





Upon
becoming aware of, and as of such time that the Issuer should reasonably have
become aware of, a Default, the Issuer also shall deliver to the Trustee within
five Business Days of the occurrence of such Default, written notice of such
events which would constitute a Default, their status and what action the Issuer
is taking or proposes to take in respect thereof.





SECTION
4.18   Merger, Amalgamation and
Consolidation .  (a)    The
Issuer will not consolidate with, amalgamate or merge with or into, or convey,
transfer or lease all or substantially all its assets to, any Person, unless:





(1)
            the
      resulting, surviving or transferee Person (the “Successor
      Company”) will be a corporation or limited liability company
      organized and existing under the laws of Bermuda, any member state of the
      European Union that was a member of the European Union as of the Issue
      Date, or of the United States of America, any State thereof or the
      District of Columbia and the Successor Company (if not the Issuer) will
      expressly assume, by supplemental indenture, executed and delivered to the
      Trustee, in form satisfactory to the Trustee, all the obligations of the
      Issuer under the Notes and this
Indenture;





59





(2)
            immediately
      after giving effect to such transaction (and treating any Indebtedness
      that becomes an obligation of the Successor Company or any Subsidiary of
      the Successor Company as a result of such transaction as having been
      Incurred by the Successor Company or such Subsidiary at the time of such
      transaction), no Default or Event of Default shall have occurred and be
      continuing;





(3)
            immediately
      after giving effect to such transaction, the Successor Company would be
      able to Incur at least an additional €1.00 of Indebtedness pursuant to
      Section 4.3(a); and





(4)
            the
      Issuer shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that such amalgamation, consolidation,
      merger or transfer and such supplemental indenture (if any) comply with
      this Indenture.





For
purposes of this Section 4.18, the sale, lease, conveyance, assignment,
transfer, or other disposition of all or substantially all of the properties and
assets of one or more Subsidiaries of the Issuer, which properties and assets,
if held by the Issuer instead of such Subsidiaries, would constitute all or
substantially all of the properties and assets of the Issuer on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Issuer.





(b)      The
Successor Company will succeed to, and be substituted for, and may exercise
every right and power of, the Issuer under this Indenture, but, in the case of a
lease of all or substantially all its assets, the Issuer will not be released
from the obligation to pay the principal of, premium, if any, and interest on
the Notes.





(c)      Notwithstanding
Sections 4.18(a)(3) and Section 4.18(a)(4), any Restricted Subsidiary of the
Issuer may consolidate with, amalgamate, merge into or transfer all or part of
its properties and assets to the Issuer.





(d)      In
addition, the Issuer will not permit any Subsidiary Guarantor to consolidate
with, amalgamate or merge with or into any Person (other than another Subsidiary
Guarantor), or sell, assign, transfer, lease, convey or otherwise dispose of all
or substantially all of its properties or assets in one or a series of related
transactions to, another Person (other than another Subsidiary Guarantor)
whether or not affiliated with such Subsidiary Guarantor unless:





(1)  (a)
the resulting, surviving or transferee Person will be a corporation or a limited
liability company organized and existing under the laws of Bermuda, any member
state of the European Union that was a member of the European Union as of the
Issue Date, or the United States of America, any State thereof or the District
of Columbia and such Person (if not the Subsidiary Guarantor) will expressly
assume all the obligations of such Subsidiary Guarantor under the Notes and this
Indenture, including the Subsidiary Guarantee of such Subsidiary Guarantor,
pursuant to a supplemental indenture executed and delivered to the Trustee in a
form and substance reasonably satisfactory to the Trustee; (b) immediately after
giving effect to such transaction (and treating any Indebtedness that becomes an
obligation of the resulting, surviving or transferee Person or any Restricted
Subsidiary as a result of such transaction as having been Incurred by such
Person or Restricted Subsidiary at the time of such transaction), no Default or
Event of Default shall have occurred and be continuing; and (c) the Issuer will
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, amalgamation, merger or transfer
and such supplemental indenture (if any) comply with the indenture;
or





60





(2)  the
transaction is made in compliance with Section 4.9 above.





The
Person formed by or surviving such consolidation, amalgamation or merger (if
other than the Subsidiary Guarantor) or the Person to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made will succeed to, and be substituted for, and may exercise every right and
power of, such Subsidiary Guarantor under this Indenture, but in the case of a
lease of all or substantially all of its assets, such Subsidiary Guarantor will
not be released from its obligation under its Subsidiary Guarantee to pay the
principal of, premium, if any, interest and Additional Amounts, if any, on the
Notes in the event of a default as described above.





SECTION
4.19   Payments for
Consent. The
Issuer will not, and will not permit any of its Subsidiaries or Affiliates to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any holder of the Notes for or as an inducement to any consent,
waiver or amendment of any of the terms or provisions of this Indenture or the
Notes unless such consideration is offered to be paid and is paid to all holders
of the Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or
agreement.





SECTION
4.20   Limitations on Sale of
Capital Stock of Restricted Subsidiaries .  The
Issuer will not, and will not permit any Restricted Subsidiary of the Issuer to,
transfer, convey, sell, lease or otherwise dispose of any Voting Stock of any
Restricted Subsidiary or to issue any of the Voting Stock of a Restricted
Subsidiary (other than, if necessary, shares of its Voting Stock constituting
directors’ qualifying shares) to any Person except:





(1)
            to
      the Issuer or a Subsidiary of the Issuer;
or





(2)
            in
      compliance with Section 4.9 hereof and, immediately after giving effect to
      such issuance or sale, such Restricted Subsidiary would continue to be a
      Restricted Subsidiary.





Notwithstanding
this Section 4.20, the Issuer may sell all the Voting Stock of a Restricted
Subsidiary as long as the Issuer complies with Section 4.9 hereof.





SECTION
4.21   Limitation on Guarantees of
the Issuer and Subsidiary Guarantor Indebtedness .  The
Issuer will not permit any Restricted Subsidiary that is not a Subsidiary
Guarantor to Guarantee any Indebtedness of the Issuer or any Subsidiary
Guarantor, unless
contemporaneously therewith (or prior thereto) provision is made to Guarantee
the Notes on an equal and ratable basis with such Guarantee for so long as such
Guarantee remains effective.





61





SECTION
4.22   Impairment of Security
Interest .  The
Issuer shall not, and shall not permit any Restricted Subsidiary to, take or
omit to take any action that would have the result of materially impairing the
security interest with respect to the Collateral and the Issuer will not, and
will not permit any of its Restricted Subsidiaries to grant to any Person other
than the Trustee for the benefit of the holders of the Notes, any interest
whatsoever in any of the Collateral, except as permitted in the Security
Documents and under Section 4.6 above.





ARTICLE
V





SUCCESSOR
CORPORATION





In the
event of the merger, amalgamation or consolidation of the Issuer with or into
another Person (whether or not the Issuer is the surviving corporation), or the
sale, assignment, conveyance, lease, transfer or other disposition, in one
transaction or a series of transactions, of all or substantially all of the
assets of the Issuer to any other Person in circumstances that do not constitute
an Event of Default, then the Successor Company will succeed to and be
substituted for, and may exercise every right and power of the Issuer under this
Indenture with the same effect as if such Successor Company had been named as
the Issuer herein, and thereafter (except in the case of a sale, assignment,
transfer, lease, conveyance or other disposition) the predecessor corporation
will be relieved of all further obligations and covenants under this Indenture,
the Notes and Subsidiary Guarantees.





ARTICLE
VI





DEFAULT AND
REMEDIES





SECTION
6.1   Events of
Default .  Whenever
used herein with respect to the Notes, “Event of Default”
means any one of the following events which shall have occurred and be
continuing:





(1) default
in any payment of interest or Additional Amounts, if any, on any Note when due,
continued for 30 days;





(2)  default
in the payment of principal of or premium, if any, on any Note when due at its
Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise;





(3)  failure
by the Issuer or any of its Subsidiaries to comply with the provisions of
Section 4.18;





(4)  failure
by the Issuer or any of its Subsidiaries to comply for 30 days after notice with
any of the provisions of Section 4.14 or under any of the other covenants of
Article IV (in each case, other than a failure to purchase Notes which will
constitute an Event of Default under clause (2) of this Section 6.1 and other
than a failure to comply with Section 4.18, which is covered by clause (3) of
this Section 6.1);





(5)  failure
by the Issuer or any of its Subsidiaries to comply for 60 days after notice with
any of its other agreements contained in this Indenture;





(6)  default
under any charge, mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Issuer or any of its Significant Subsidiaries (or the payment of
which is Guaranteed by the Issuer or any of its Significant Subsidiaries), other
than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such
Indebtedness or Guarantee now exists, or is created after the date of this
Indenture, which default:





62





(a)
            is
      caused by a failure to pay principal of, or interest or premium, if any,
      on such Indebtedness prior to the expiration of the grace period provided
      in such Indebtedness; or





(b)
            results
      in the acceleration of such Indebtedness prior to its
      maturity;





and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
payment default or the maturity of which has been so accelerated, aggregates $25
million or more;





(7)  (A)
a court having jurisdiction in the premises enters a decree or order for (i)
relief in respect of the Issuer or any Significant Group in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect and such decree or order shall remain unstayed and in effect
for a period of 60 consecutive days, (ii) appointment of a receiver, liquidator,
assignee, custodian, trustee, examiner, administrator, sequestration or similar
official for the Issuer or any of its Significant Subsidiaries or for all or
substantially all of the property and assets of the Issuer and any of its
Significant Subsidiaries on a consolidated basis and such decree or order shall
remain unstayed and in effect for a period of 60 consecutive days or (iii) the
winding up or liquidation of the affairs of the Issuer or any of its Significant
Subsidiaries and, in each case, such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or (B) the Issuer, any of its
Significant Subsidiaries or any Significant Group (i) commences a voluntary case
(including taking any action for the purpose of winding up) under any applicable
bankruptcy, insolvency, examination, court protection or other similar law now
or hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (ii) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
examiner, administrator, sequestration or similar official of the Issuer, any of
its Significant Subsidiaries or any Significant Group or for all or
substantially all of the property and assets of the Issuer, any of its
Significant Subsidiaries or any Significant Group or (iii) effects any general
assignment for the benefit of creditors;





(8)  failure
by the Issuer or any Significant Subsidiary to pay final judgments aggregating
in excess of €25 million (net of any amounts that a reputable and creditworthy
insurance company has acknowledged liability for in writing), which judgments
are not paid, discharged or stayed for a period of 60 days;





(9)  except
as permitted by this Indenture, a Subsidiary Guarantee is held in one or more
judicial proceedings to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Subsidiary Guarantor, or any Person
acting on behalf of the Issuer or a Subsidiary Guarantor, shall deny or
disaffirm its obligations under this Indenture or the Subsidiary
Guarantee;





(10)  any
security interest under the Security Documents shall, at any time, cease to be
in full force and effect (other than in accordance with the relevant Security
Documents or this Indenture) for any reason other than satisfaction in full of
all obligations of the Issuer and its Subsidiaries under this Indenture or the
release of any such security interest in accordance with the Security Documents
or this Indenture or any such security interest created thereunder or hereunder
shall be declared invalid or unenforceable or the Issuer shall assent that any
such security is invalid or unenforceable or any pledgor disaffirms its
obligations under the Security Documents; or





63





(11)  default
under any other Indebtedness that is secured by the Collateral if such default
results in the creditors under such Indebtedness commencing an enforcement
action of their security rights over the Collateral.





However,
a Default under clauses (4) and (5) of this Section 6.1 will not constitute an
Event of Default until the Trustee or the holders of 25% in principal amount of
the outstanding Notes notify the Issuer of the default and such default is not
cured within the time specified by clauses (4) and (5) of this Section 6.1 after
receipt of such notice.





SECTION
6.2   Acceleration .  If
an Event of Default (other than an Event of Default described in clause (7) of
Section 6.1) occurs and is continuing, the Trustee by notice to the Issuer, or
the holders of at least 25% in principal amount of the outstanding Notes by
notice to the Issuer and the Trustee, may, and the Trustee at the request of
such holders of the Notes shall, declare the principal of, premium, if any, and
accrued and unpaid interest, if any, on all the Notes to be due and payable.
Upon such a declaration, such principal, premium and accrued and unpaid interest
will be due and payable immediately. In the event of a declaration of
acceleration of the Notes because an Event of Default described in clause (6) of
Section 6.1 has occurred and is continuing, the declaration of acceleration of
the Notes shall be automatically annulled if the event of default or payment
default triggering such Event of Default pursuant to clause (6) of Section 6.1
shall be remedied or cured by the Issuer or a Restricted Subsidiary of the
Issuer or waived by the holders of the relevant Indebtedness within 20 days
after the declaration of acceleration with respect thereto and if (x) the
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction and (y) all existing Events of
Default, except non-payment of principal, premium or interest on the Notes that
became due solely because of the acceleration of the Notes, have been cured or
waived. If an Event of Default described in clause (7) of Section 6.1 occurs and
is continuing, the principal of, premium, if any, and accrued and unpaid
interest on all the Notes will become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any holders of the
Notes.





SECTION
6.3   Other
Remedies .  If
an Event of Default of which a Trust Officer of the Trustee has knowledge occurs
and is continuing, the Trustee may pursue any available remedy by proceeding at
law or in equity to collect the payment of principal of or, premium, if any,
interest, and Additional Amounts, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.





SECTION
6.4   The Trustee May Enforce
Claims Without Possession of Securities .  All
rights of action and claims under this Indenture and under any Note Guarantee
may be prosecuted and enforced by the Trustee without the possession of any of
the Notes or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name and
as Trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the properly incurred compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the holders of the Notes in respect of which such judgment
has been recovered.





64





SECTION
6.5   Rights and Remedies
Cumulative .  Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.8, no right or remedy herein
conferred upon or reserved to the Trustee or to the holders of the Notes is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise.  The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent or
subsequent assertion or employment of any other appropriate right or
remedy.





SECTION
6.6   Delay or Omission Not
Waiver .  No
delay or omission of the Trustee or of any holder of the Notes to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Section 6.6 or by law
to the Trustee or to the holders of the Notes may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the holders
of the Notes, in each case in accordance with the terms of this
Indenture.





SECTION
6.7   Waiver of Past
Defaults .  Subject
to Sections 2.10, 6.10 and 9.2, at any time after a declaration of acceleration
with respect to the Notes as described in Section 6.2, the holders of at least a
majority in principal amount of the outstanding Notes by written notice to the
Issuer and the Trustee, may waive all past defaults (except with respect to
nonpayment of principal, premium, interest or Additional Amounts) and rescind
any such declaration of acceleration with respect to the Notes and its
consequences if (i) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction and (ii) all existing Events of
Default, other than the nonpayment of the principal of or, premium, if any,
interest and Additional Amounts, if any, on the Notes that have become due
solely by such declaration of acceleration, have been cured or
waived.  Such waiver shall not excuse a continuing Event of Default in
the payment of interest, premium, if any, principal or Additional Amounts, if
any, on such Note held by a non-consenting holder of the Notes, or in respect of
a covenant or a provision which cannot be amended or modified without the
consent of all holders of the Notes.  The Issuer shall deliver to the
Trustee an Officers’ Certificate stating that the requisite percentage of
holders of the Notes has consented to such waiver and attaching copies of such
consents.  When a Default or Event of Default is waived, it is cured
and ceases.





SECTION
6.8   Control by
Majority .  Subject
to Section 2.10, the holders of the Notes of not less than a majority in
principal amount of the outstanding Notes may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee.  Subject to
Section 7.1, however, the Trustee may refuse to follow any direction that
conflicts with any law or this Indenture or that the Trustee determines is
unduly prejudicial to the rights of another holder of the Notes, or that may
involve the Trustee in personal liability; provided,however, that the Trustee
may take any other action deemed proper by the Trustee which is not inconsistent
with such direction.





SECTION
6.9   Limitation on
Suits .  Subject
to Section 6.10 of this Indenture relating to the duties of the Trustee, if an
Event of Default occurs and is continuing, the Trustee will be under no
obligation to exercise any of the rights or powers under this Indenture at the
request or direction of any of holders unless such holders have offered to the
Trustee indemnity or security against any loss, liability or expense
satisfactory to the Trustee.  Except to enforce the right to receive
payment of principal, premium, if any, or interest when due, no holder of the
Notes may pursue any remedy with respect to this Indenture or the Notes unless:





65





(1)  such
holder has previously given the Trustee notice that an Event of Default is
continuing;





(2)  holders
of at least 25% in principal amount of the outstanding Notes have requested the
Trustee to pursue the remedy;





(3)  such
holders have offered to the Trustee security or indemnity satisfactory to it
against any loss, liability or expense;





(4)  the
Trustee has not complied with such request within 60 days after the receipt of
the request and the offer of satisfactory security or indemnity;
and





(5)  the
holders of a majority in principal amount of the outstanding Notes have not
given the Trustee a direction that, in the opinion of the Trustee, is
inconsistent with such request within such 60-day period.





SECTION
6.10   Rights of holders of the
Notes to Receive Payment .  Notwithstanding
any other provision of this Indenture (including, without limitation, Section
8.9 hereof), the right of any holder of the Notes to receive payment of
principal of, premium, if any, and interest, and Additional Amounts, if any, on
a Note, on or after the respective due dates expressed in such Note, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such holder of the
Notes.





SECTION
6.11   Collection Suit by
Trustee .  If
an Event of Default in payment of principal, premium, if any, and interest and
Additional Amounts, if any, specified in clause (1) or clause (2) of Section 6.1
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Issuer, any Subsidiary Guarantor or
any other obligor on the Notes for the whole amount of principal and accrued
interest remaining unpaid, together with interest on overdue principal and, to
the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the Notes
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the properly incurred compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.6.





SECTION
6.12   Trustee May File Proofs of
Claim .  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the properly incurred compensation, expenses, disbursements, advances
or any other amounts due to the Trustee under Section 7.6, its agents,
appointees and counsel, accountants and experts) and the holders of the Notes
allowed in any judicial proceedings relating to the Issuer or any Subsidiary
Guarantor, their creditors or their property or any other obligor on the Notes,
its creditors or its property and shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on any such claims
and to distribute the same, and any Custodian in any such judicial proceedings
is hereby authorized by each holder of the Notes to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the holders of the Notes, to pay to the Trustee any amount
due to it for the properly incurred compensation, expenses, disbursements and
advances of the Trustee, its agent and appointee and counsel, and any other
amounts due to the Trustee under Section 7.6. To the extent that the payment of
any such compensation, expenses, disbursements and advances of the Trustee, its
agents and appointees and counsel, and any other amounts due to the Trustee
under Section 7.6 hereof out of the estate in any such proceeding shall be
denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the holders of the Notes may be entitled to receive
in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise.





66





SECTION
6.13   Priorities .  If
the Trustee collects any money or property pursuant to this Article VI, it shall
pay out the money or property in the following order:





First:  to
the Trustee, the Agents and their agents and appointees and attorneys for
amounts due under Section 7.6, including (but not limited to) payment of all
compensation, fees, expenses and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection;





Second:  to
holders of the Notes for amounts due and unpaid on the Notes for principal,
premium, if any, interest, and Additional Amounts, if any, ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Notes for principal, premium, if any, interest and Additional Amounts, if
any, respectively; and





Third: to
the Issuer or any other obligor on the Notes, as their interests may appear, or
as a court of competent jurisdiction may direct.





The
Trustee, upon prior notice to the Issuer, may fix a record date and payment date
for any payment to holders of the Notes pursuant to this Section 6.13; provided that the failure to
give any such notice shall not affect the establishment of such record date or
payment date for holders of the Notes pursuant to this Section
6.13.





SECTION
6.14   Restoration of Rights and
Remedies .  If
the Trustee or any holder of any Note has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such holder of the Notes, then and in every such case, subject
to any determination in such proceeding, the Issuer, each Subsidiary Guarantor,
the Trustee and the holders of the Notes shall be restored by the Issuer
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the holders of the Notes shall
continue as though no such proceeding had been instituted.





SECTION
6.15   Undertaking for
Costs .  In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This
Section 6.15 does not apply to a suit by the Trustee, a suit by a holder of the
Notes pursuant to Section 6.10, or a suit by a holder or holders of more than
10% in principal amount of the outstanding Notes.





67





SECTION
6.16   Notices of
Default .  If
a Default occurs and is continuing and is actually known to a Trust Officer of
the Trustee, the Trustee must mail to each holder of the Notes notice of the
Default within 90 days after it occurs. Except in the case of a Default in the
payment of principal of, premium, if any, or interest, if any, on any Note, the
Trustee may withhold notice if and so long as the Trustee in good faith
determines that withholding notice is in the interests of holders of the
Notes.





ARTICLE
VII





TRUSTEE





SECTION
7.1   Duties of
Trustee.




(a)  If
an Event of Default actually known to a Trust Officer of the Trustee has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture and use the same degree of care, skill and
diligence in its exercise as a reasonably prudent person would exercise or use
in the conduct of his or her own affairs.  The Trustee, however, may
refuse to follow any direction that conflicts with law or the Indenture or that
the Trustee  determines is unduly prejudicial to the rights of any
holder of the Notes or that would involve the Trustee in personal
liability.





(b)  (1)  The
Trustee and the Agents will perform only those duties as are specifically set
forth herein and no others and no implied covenants or obligations shall be read
into this Indenture against the Trustee or the Agents.





(2)  In
the absence of bad faith on their part, the Trustee and the Agents may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions and such other
documents delivered to them and conforming to the requirements of this
Indenture.  However, in the case of any such certificates or opinions
which by any provision hereof are required to be furnished to the Trustee or the
Agents, the Trustee or the Agents, as applicable, shall examine the certificates
and opinions to determine whether or not they conform to the requirements of
this Indenture.





(c)  The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except
that:





(1)  this
Subsection (c) does not limit the effect of Subsection (b) of this Section
7.1;





(2)  neither
the Trustee nor Agent shall be liable for any error of judgment made in good
faith by a Trust Officer of such Trustee or Agent, unless it is proved that the
Trustee or such Agent was negligent in ascertaining the pertinent facts;
and





(3)  the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.8.





(d)  No
provision of this Indenture shall require the Trustee or any Agent to expend or
risk its own funds or otherwise incur any liability in the performance of any of
its duties hereunder or to take or omit to take any action under this Indenture
or take any action at the request or direction of holders of the Notes if it
does not receive such funds or an indemnity satisfactory to it in its sole
discretion against such risk, liability, loss, fee or expense which might be
incurred by it in compliance with such request or direction.





68





(e)  Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to Subsections (a), (b), (c) and (d)
of this Section 7.1.





(f)  Neither
the Trustee nor the Agents shall be liable for interest on any money received by
it except as the Trustee and any Agent may agree in writing with the
Issuer.  Money held in trust by the Trustee or any Agent need not be
segregated from other funds except to the extent required by law.





(g)  Any
provision hereof relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.1.





(h)  The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its rights to be indemnified, are extended to,
and shall be enforceable by the Trustee in each of its capacities in which it
may serve, and to each Agent, Custodian and other person employed to act
hereunder.





SECTION
7.2   Rights of
Trustee .  Subject
to Section 7.1:





(a)  The
Trustee and each Agent may rely conclusively on and shall be protected from
acting or refraining from acting in good faith based upon any document believed
by them to be genuine and to have been signed or presented by the proper
person.  Neither the Trustee nor any Agent shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent order,
approval, appraisal, bond, debenture, note, coupon, security or other paper or
document, but the Trustee or its Agent, as the case may be, in its discretion,
may make further inquiry or investigation into such facts or matters stated in
such document and if the Trustee or its Agent as the case may be, shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Issuer or any Subsidiary
Guarantor, at reasonable times during normal business hours, personally or by
agent or attorney.  The Trustee shall not be deemed to have notice or
any knowledge of any matter (including without limitation Defaults or Events of
Default) unless a Trust Officer has actual knowledge thereof or unless written
notice thereof is received by the Trustee, (attention:  Corporate
Trust Services) and such notice clearly references the Notes, the Issuer or this
Indenture.





(b)  Before
the Trustee acts or refrains from acting, it may require (at the Issuer’s
expense) an Officers’ Certificate or an Opinion of Counsel or both, which shall
conform to the provisions of Sections 12.2 and 12.3.  Neither the
Trustee nor any Agent shall be liable for any action it takes or omits to take
in good faith in reliance on such certificate or opinion.





(c)  The
Trustee and any Agent may act through their attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent (other than an
agent who is an employee of the Trustee or such Agent) appointed with due
care.





(d)  The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it reasonably believes to be authorized or within its rights or
powers conferred upon it by this Indenture; provided,however, that the Trustee’s
conduct does not constitute willful misconduct, negligence or bad
faith.





(e)  The
Trustee or any Agent may consult with counsel of its selection and the advice or
opinion of such counsel as to matters of law shall be full and complete
authorization and protection from liability in respect of any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.





69





(f)  The
Trustee may act and rely and shall be protected in acting and relying in good
faith on the opinion or advice of or information obtained from any accountant,
appraiser, agents or other expert or adviser, whether retained or employed by
the Issuer or by the Trustee, in relation to any matter arising in the
administration of the trusts hereof providedthat selection of
such accountant, appraiser, agent or other expert or adviser, has been made in
good faith by the Trustee.





(g)  Prior
to taking any action under this Indenture, the Trustee will be entitled to
indemnification or security from the holders of the Notes satisfactory to it
against any loss, liability and expense caused by taking or not taking such
action.





(h)  The
permissive right of the Trustee to take the actions permitted by this Indenture
will not be construed as a duty to do so.





(i)  In
no event, shall the Trustee be liable for any Losses arising to it from
receiving any data from the Issuer, or its Authorized Person via any non-secure
method of transmission or communication, such as, but without limitation, by
facsimile or email.





(j)  The
Issuer accepts that some methods of communication are not secure, and the
Trustee shall incur no liability for receiving Instructions via any such
non-secure method. The Trustee is authorized to comply with and rely upon any
such notice, Instructions or other communications believed by it to have been
sent by an Authorized Person.  The Issuer shall use all reasonable
endeavors to ensure that Instructions transmitted to the Trustee pursuant to
this Indenture are completed and correct. Any Instructions shall be conclusively
deemed to be valid instructions from the Issuer to the Trustee for the purposes
of this Indenture.





(k)  In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of, or caused by, any
change in applicable law, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God; it being
understood that the Trustee shall use reasonable efforts that are consistent
with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.





(l)  Except
with respect to Section 4.01, the Trustee shall have no duty to inquire as to
the performance of the Issuer with respect to the covenants contained in Article
4.





SECTION
7.3   Individual Rights of
Trustee .  The
Trustee or any Agent in its respective individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Issuer, its
Subsidiaries, or their respective Affiliates with the same rights it would have
if it were not the Trustee or an Agent.





SECTION
7.4   Trustee’s
Disclaimer . The Trustee shall not be
responsible for and make no representation as to the validity, effectiveness,
correctness or adequacy of this Indenture, the offering materials related to
this Indenture or the Notes; it shall not be accountable for the Issuer’s use of
the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s
direction under any provision hereof; it shall not be responsible for the use or
application of any money received by any Agent and it shall not be responsible
for any statement or recital herein of the Issuer or any Subsidiary Guarantor,
or any document issued in connection with the sale of Notes or any statement in
the Notes other than the Trustee’s certificate of authentication.





70





SECTION
7.5   Notice of
Default .  If
an Event of Default occurs and is continuing and such event is known to a Trust
Officer of the Trustee, the Trustee must deliver to each holder of the Notes, as
their names and addresses appear on the list of holders of the Notes described
in Section 2.5, notice of the Default or Event of Default within 90 days after
the occurrence thereof.  Except in the case of a Default or Event of
Default in the payment of principal of, premium, if any, interest and Additional
Amounts, if any, of any Note, including the failure to make payment on (i) the
Change of Control Payment Date pursuant to a Change of Control Offer or (ii) the
date required for payment pursuant to an Asset Disposition Offer, the Trustee
may withhold the notice of Default or an Event of Default if and for so long as
the Trustee in good faith reasonably believes that it is in the best interests
of the holders of the Notes to withhold such notice.





SECTION
7.6   Compensation and
Indemnity .  The
Issuer shall pay to the Trustee and Agents from time to time such reasonable
compensation as the Issuer and the Trustee shall from time to time agree in
writing for its acceptance of this Indenture and services
hereunder.  The Trustee’s and the Agents’ compensation shall not be
limited by any law on compensation of a trustee of an express
trust.  The Issuer shall reimburse the Trustee and Agents upon request
for all reasonable disbursements, expenses and advances (including reasonable
fees and expenses of counsel or appointees) incurred or made by them in addition
to the compensation for their services, except any such disbursements, expenses
and advances as may be attributable to the Trustee’s or any Agent’s negligence,
willful misconduct or bad faith.  Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s and Agents’
accountants, experts and counsel and any taxes or other expenses incurred by a
trust created pursuant to Section 8.4 hereof.





The
Issuer agrees to pay the reasonable fees and expenses of the Trustee’s legal
counsel, Latham & Watkins (London) LLP, in connection with its review,
preparation and delivery of this Indenture and related
documentation.





The
Issuer shall indemnify each of the Trustee, any predecessor Trustee and the
Agents (which, for purposes of this paragraph, include such Trustee’s and
Agents’ affiliates, officers, directors, employees and agents) and in any other
capacity the Trustee may serve hereunder for, and hold them harmless against,
any and all loss, damage, claim, proceedings, demands, costs, expense or
liability including taxes (other than taxes based on the income of the Trustee
or franchise, doing business or other similar taxes imposed on the Trustee)
incurred by the Trustee or an Agent without negligence or willful misconduct on
its part in connection with acceptance of administration of this trust and
performance of any provision under this Indenture, including the properly
incurred expenses and counsel fees and expenses of defending itself against any
claim of liability arising hereunder.  The Trustee and the Agents
shall notify the Issuer promptly of any claim asserted against the Trustee or
such Agent for which it may seek indemnity.  However, the failure by
the Trustee or the Agent to so notify the Issuer shall not relieve the Issuer of
its obligations hereunder.  The Issuer need not reimburse or indemnify
against any loss liability or expense incurred by the Trustee through its own
willful misconduct or negligence.  The Issuer shall defend the claim
and the Trustee or such Agent shall cooperate in the defense, subject to the
Issuer reasonably consulting with the Trustee or such Agent prior to commencing
any such defense or, if prior consultation is not practicable, then as soon as
practicable thereafter.  In any such cases where the interests of the
Issuer and the Trustee or the Agent are adverse, the Trustee or any such Agent
may employ its own counsel, and the Issuer shall pay the reasonable fees and
expenses of such counsel.  The Issuer need not pay for any settlement
made without its written consent, which consent shall not be unreasonably
withheld.





71





To secure
the Issuer’s payment obligations in this Section 7.6, the Trustee and the Agents
shall have a claim prior to the Notes against all money or property held or
collected by the Trustee and the Agents, in its capacity as Trustee or Agent,
except money or property held in trust to pay principal or premium, if any,
Additional Amounts, if any, or interest on particular Notes.





When the
Trustee or an Agent incurs expenses or renders services after the occurrence of
an Event of Default specified in clause (7) of Section 6.1, the expenses
(including the properly incurred fees and expenses of its agents and counsel)
and the compensation for the services shall be preferred over the status of the
holders of the Notes in a proceeding under any Bankruptcy Law and are intended
to constitute expenses of administration under any Bankruptcy Law.





The
Issuer’s obligations under this Section 7.6 and any claim arising hereunder
shall survive the termination of this Indenture, the resignation or removal of
any Trustee or Agent, the discharge of the Issuer’s obligations pursuant to
Article VIII and any rejection or termination under any Bankruptcy
Law.





Save as
otherwise expressly provided in this Indenture, the Trustee shall have absolute
and uncontrolled discretion as to the exercise of the discretions vested in the
Trustee by this Indenture but, whenever the Trustee is bound to act under this
Indenture at the request or direction of the holders of the Notes, the Trustee
shall nevertheless not be so bound unless first indemnified and/or secured
and/or prefunded to its satisfaction against all proceedings, claims and demands
to which it may render itself liable and all costs, charges, expenses and
liabilities which it may incur by so doing.





Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to this Section 7.6.





SECTION
7.7   Replacement of
Trustee .  The
Trustee and any Agent may resign at any time by so notifying the Issuer in
writing; provided, however,that this Indenture, the Notes, and the Note Guarantees shall remain
valid notwithstanding a material conflict of interest of the
Trustee.  The holders of a majority in principal amount of the
outstanding Notes may remove the Trustee or any Agent by so providing not less
than 30 day’s written notice to the Issuer and the Trustee or such Agent, as the
case may be, in writing and may appoint a successor Trustee or Agent with the
Issuer’s consent.  A resignation or removal of the Trustee or any
Agent and an appointment of a successor Trustee or Agent, as the case may be,
shall become effective only upon the successor Trustee’s or Agent’s acceptance
of appointment, as the case may be, as provided in this Section
7.7.  The Issuer may remove the Trustee or any Agent upon no less than
30 day’s written notice if:





(1)
            the
      Trustee or Agent, as the case may be, is adjudged a bankrupt or an
      insolvent or an order for relief is entered with respect to the Trustee or
      Agent, as the case may be, under any Bankruptcy
  Law;





(2)
            a
      receiver or other public officer takes charge of the Trustee or Agent, as
      the case may be, or its respective property;
or





72





(3)
            the
      Trustee or Agent, as the case may be, becomes incapable of acting with
      respect to its duties hereunder.





If the
Trustee or an Agent resigns or is removed or if a vacancy exists in the office
of Trustee or Agent for any reason, the Issuer shall notify each holder of the
Notes of such event and shall promptly appoint a successor Trustee or Agent, as
the case may be.  Within one year after the successor Trustee or Agent
takes office, the holders of a majority in principal amount of the then
outstanding Notes may, with the Issuer’s consent, appoint a successor Trustee or
Agent, as the case may be, to replace the successor Trustee or Agent appointed
by the Issuer.





A
successor Trustee or Agent, as the case may be, shall deliver a written
acceptance of its appointment to the retiring Trustee or Agent and to the
Issuer.  Immediately after that, the retiring Trustee or Agent, as the
case may be, shall transfer, after payment of all sums then owing to the Trustee
or Agent, as the case may be, pursuant to Section 7.6, all property held by it
as Trustee or Agent to the successor Trustee or Agent, subject to the Lien
provided in Section 7.6, the resignation or removal of the retiring Trustee or
Agent, as the case may be, shall become effective, and the successor Trustee or
Agent, as the case may be, shall have all the rights, powers and duties of the
Trustee or Agent under this Indenture.  A successor Trustee or Agent
shall mail notice of its succession to each holder of the Notes.





The
Issuer covenants that, in the event of the Trustee or any agent giving notice of
its resignation pursuant to this Section 7.7, it shall use its best endeavors to
procure a successor Trustee or Agent to be appointed.  If a successor
Trustee or Agent does not take office within 30 days after the retiring Trustee
or Agent resigns or is removed, the retiring Trustee or Agent (as the case may
be), shall be entitled to appoint a successor Trustee or Agent reasonably
acceptable to the Issuer (such acceptance not to be unreasonably withheld or
delayed) or the retiring Trustee or Agent (as the case may be), the Issuer or
the holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee or Agent.





If the
Trustee, within 90 days after becoming aware that a conflict of interest exists
between such Trustee’s role as a trustee and any other capacity, shall not have
eliminated such conflict of interest or resigned from office, the Issuer or any
holder of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.





If the
Trustee or any Agent after written request by any holder of the Notes who has
been a holder for at least six months fails to comply with Section 7.8, such
holder may petition any court of competent jurisdiction for the removal of the
Trustee or Agent, as the case may be, and the appointment of a successor
thereto.





Notwithstanding
replacement of the Trustee or an Agent pursuant to this Section 7.7, the
Issuer’s obligations under Section 7.6 shall continue for the benefit of the
retiring Trustee or Agent, as the case may be, and the Issuer shall pay to any
replaced or removed Trustee or Agent all amounts owed under Section 7.6 upon
such replacement or removal.





SECTION
7.8   Successor Trustee by Merger,
etc. If
the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or
banking association, the resulting, surviving or transferee corporation without
any further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.  In case any
Notes shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by consolidation, merger or conversion to such
authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.





73





ARTICLE
VIII





SATISFACTION AND DISCHARGE
OF INDENTURE





SECTION
8.1   Option to Effect Legal
Defeasance or Covenant Defeasance .  The
Issuer (hereafter in this Article VIII, the “Defeasor”) may, at any time, with
respect to the Notes, elect to have either Section 8.2 or 8.3 be applied to all
outstanding Notes and all obligations of the Issuer and the Subsidiary
Guarantors with respect to the Subsidiary Guarantees upon compliance with the
conditions set forth below in this Article VIII.





SECTION
8.2   Legal Defeasance and
Discharge .  Upon
the Defeasor’s exercise under Section 8.1 of the option applicable to this
Section 8.2, the Issuer and the Subsidiary Guarantors shall be deemed to have
been discharged from their obligations with respect to all outstanding Notes and
the Subsidiary Guarantees on the date the conditions set forth below are
satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, such Legal Defeasance means
that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and
discharged all the obligations relating to the outstanding Notes and the
Subsidiary Guarantees and the Notes shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.6, Section 8.8 and the other
Sections of this Indenture referred to below in this Section 8.2, and to have
satisfied all of their other obligations under such Notes, the Subsidiary
Guarantees and this Indenture and cured all then existing Events of Default (and
the Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder:  (a) the
rights of holders of outstanding Notes to receive payments in respect of the
principal of, premium, if any, interest and Additional Amounts, if any, on such
Notes when such payments are due or on the Redemption Date solely out of the
Defeasance Trust created pursuant to this Indenture; (b) the Issuer’s
obligations with respect to Notes concerning issuing temporary Notes, or, where
relevant, registration of such Notes, mutilated, destroyed, lost or stolen Notes
and the maintenance of an office or agency for payment and money for security
payments held in trust; (c) the rights, powers, trusts, duties and immunities of
the Trustee, and the Issuer’s and the Subsidiary Guarantors’ obligations in
connection therewith; and (d) this Article VIII and the obligations set forth in
Section 8.6 hereof.





Subject
to compliance with this Article VIII, the Defeasor may exercise its option under
this Section 8.2 notwithstanding the prior exercise of its option under Section
8.3 with respect to the Notes.





SECTION
8.3   Covenant
Defeasance .  Upon
the Defeasor’s exercise under Section 8.1 of the option applicable to this
Section 8.3, the Issuer and the Subsidiary Guarantors shall be released from any
obligations under the covenants contained in Article IV (other than Sections
4.1, 4.2, 4.5, 4.7, 4.15, 4.16, 4.17 and clauses (1), (2) and (4) of
4.18(a))hereof
with respect to the outstanding Notes and the Note Guarantees on and after the
date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of
holders of the Notes (and the consequences of any thereof) in connection with
such covenants, but shall continue to be deemed “outstanding” for all other
purposes hereunder (it being understood that such Notes shall not be deemed
outstanding for accounting purposes).  For this purpose, such Covenant
Defeasance means that, (i) with respect to the outstanding Notes, the Issuer and
the Subsidiary Guarantors may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and (ii) payment on the Notes
may not be accelerated because of an Event of Default specified in Section
6.1(3) (but only if such Event of Default is triggered solely by a failure to
comply with the conditions set forth in clauses (3) and (4) of Section 4.18(a)),
Section 6.1(4) or (5) (insofar as they relate to Sections 4.3, 4.4, 4.6, 4.8,
4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.18, 4.19, 4.20, 4.21 or 4.22), 6.1(6), (7)
(with respect to a Significant Subsidiary) or 6.1(8), (9) or (10).





74





SECTION
8.4   Conditions to Legal or
Covenant Defeasance .  In
order to exercise either of the defeasance options under Section 8.2 or Section
8.3 hereof, the Defeasor must comply with the following conditions:





(1)
            the
      Defeasor shall have irrevocably deposited in trust (the “Defeasance
      Trust”), with the Trustee for the benefit of the holders of the
      Notes, euro or euro-denominated Government Obligations in such amounts as
      will be sufficient for the payment of principal, premium, if any, interest
      and Additional Amounts, if any, on the Notes to redemption or maturity, as
      the case may be;





(2)
            the
      Defeasor shall have delivered to the Trustee an Opinion of Counsel
      (subject to customary exceptions and exclusions) to the effect that
      holders of the Notes will not recognize income, gain or loss for U.S.
      Federal income tax purposes as a result of such deposit and defeasance and
      will be subject to U.S. Federal income tax on the same amount and in the
      same manner and at the same times as would have been the case if such
      deposit and defeasance had not occurred.  In the case of Legal
      Defeasance only, such Opinion of Counsel must be based on a ruling of the
      U.S. Internal Revenue Service or other change in applicable U.S. Federal
      income tax law;





(3)
            the
      Defeasor shall have delivered to the Trustee an Opinion of Counsel in
      Bermuda (subject to customary exceptions and exclusions), to the effect
      that holders of the Notes will not recognize income, gain or loss for
      income tax purposes of Bermuda as a result of such deposit and defeasance
      and will be subject to income tax in Bermuda for the same amount and in
      the same manner and at the same times as would have been the case if such
      deposit and defeasance had not
occurred;





(4)
            no
      Default or Event of Default (other than to incur indebtedness used to
      defease the Notes under this Article VIII) shall have occurred and be
      continuing on the date of such deposit in the Defeasance Trust or insofar
      as Events of Default from bankruptcy or insolvency events are concerned,
      at any time in the period ending on the 91st
      day after the date or deposit;





(5)
            such
      Legal Defeasance or Covenant Defeasance shall not result in a breach or
      violation of any material agreement or instrument (other than this
      Indenture) to which the Issuer or any of its Restricted Subsidiaries is a
      party or by which the Issuer or any of its Restricted Subsidiaries is
      bound;





75





(6)
            the
      Defeasor shall have delivered to the Trustee an Officers’ Certificate
      stating that the deposit was not made by the Issuer with the intent of
      preferring the holders of the Notes over any other creditors of the Issuer
      or with the intent of defeating, hindering, delaying or defrauding any
      other creditors of the Issuer or
others;





(7)
            the
      Defeasor shall have delivered to the Trustee an Officers’ Certificate and
      an Opinion of Counsel, each stating that all conditions precedent provided
      for or relating to the Legal Defeasance or the Covenant Defeasance have
      been complied with; and





(8)
            the
      Defeasor shall have delivered to the Trustee an Opinion of Counsel in the
      jurisdiction in which the Defeasance Trust funds are held (subject to
      customary exceptions) to the effect that (A) the Defeasance Trust funds
      will not be subject to any rights of holders of Indebtedness, including,
      without limitation, those arising under this Indenture and (B) after the
      181st
      day following the deposit, the Defeasance Trust funds will not be subject
      to the effect of any applicable bankruptcy, insolvency, reorganization or
      similar laws affecting creditors’ rights generally under the laws of the
      jurisdiction in which the Defeasance Trust funds are held and that the
      Trustee has a perfected security interest in such Defeasance Trust funds
      for the ratable benefit of the holders of the
  Notes.





SECTION
8.5   Satisfaction and Discharge
of Indenture .  This
Indenture will be discharged and will cease to be of further effect as to all
Notes issued thereunder when either (i) all such Notes theretofore authenticated
and delivered (except lost, stolen or destroyed Notes which have been replaced
or paid and Notes whose payment money has theretofore been deposited in trust
and thereafter repaid to the Issuer) have been delivered to the Trustee for
cancellation or (ii) (A) all such Notes not theretofore delivered to the Trustee
for cancellation have become due and payable by reason of the making of a notice
of redemption or otherwise or will become due and payable within one year and
the Defeasor has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust an amount of money sufficient to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to the
Trustee for cancellation for principal, premium, if any, and accrued and unpaid
interest and Additional Amounts, if any, to the date of maturity or redemption,
(B) no Default with respect to this Indenture or the Notes shall have occurred
and be continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Issuer or any of
its Restricted Subsidiaries is a party or by which it is bound, (C) the Issuer
and the Subsidiary Guarantors have paid, or caused to be paid, all sums payable,
under this Indenture, and (D) the Issuer has delivered irrevocable instructions
to the Trustee under this Indenture to give the notice of redemption and apply
the deposited money toward the payment of such Notes at maturity or the
Redemption Date, as the case may be. In addition, the Defeasor must deliver an
Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been
satisfied.





SECTION
8.6   Survival of Certain
Obligations .  Notwithstanding
the satisfaction and discharge of this Indenture and of the Notes referred to in
Section 8.1, 8.2, 8.3, 8.4 or 8.5, the respective obligations of the Issuer, the
Subsidiary Guarantors and the Trustee under Sections 2.2, 2.3, 2.4, 2.5, 2.6,
2.7, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 4.1, 4.2, 4.5, 4.7, 4.15, 4.16, 6.10,
Article VII and Article VIII shall survive until the Notes are no longer
outstanding, and thereafter the obligations of the Issuer, the Subsidiary
Guarantors and the Trustee under Articles VII and VIII shall
survive.  Nothing contained in this Article VIII shall abrogate any of
the obligations or duties of the Trustee under this Indenture.





76





SECTION
8.7   Acknowledgment of Discharge
by Trustee .  Subject
to Section 8.10, after (i) the conditions of Section 8.4 or 8.5 have been
satisfied, (ii) the Issuer has, or the Subsidiary Guarantors have, paid or
caused to be paid all other sums payable hereunder by the Issuer and (iii) the
Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent referred to in clause (i)
above relating to the satisfaction and discharge of this Indenture have been
complied with, the Trustee upon written request shall acknowledge in writing the
discharge of all obligations of the Issuer and the Subsidiary Guarantors under
this Indenture except for those surviving obligations specified in this Article
VIII.





SECTION
8.8   Application of Trust
Moneys .  All
cash in euro deposited with the Trustee pursuant to Section 8.4 or 8.5 in
respect of Notes shall be held in trust and applied by it, in accordance with
the provisions of such Notes and this Indenture, to the payment, either directly
or through any Paying Agent as the Trustee may determine, to the holders of the
Notes of all sums due and to become due thereon for principal, premium, if any,
interest, if any, and Additional Amounts, if any, but such money need not be
segregated from other funds except to the extent required by law.





The
Issuer and the Subsidiary Guarantors shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash deposited
pursuant to Section 8.4 or 8.5 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the holders of outstanding Notes.





SECTION
8.9   Repayment to the Issuer;
Unclaimed Money .  The
Trustee and any Paying Agent shall promptly pay or return to the Issuer any cash
held by them at any time that is not required for the payment of the principal
of, premium, if any, interest and Additional Amounts, if any, on the Notes for
which cash has been deposited pursuant to Section 8.4 or 8.5.





Any money
held by the Trustee or any Paying Agent under this Article in trust for the
payment of the principal of, premium, if any, interest and Additional Amounts,
if any, on any Note and remaining unclaimed for one year after such principal,
premium, if any, interest and Additional Amounts, if any, that has become due
and payable shall be paid to the Issuer upon Company Order or if then held by
the Issuer shall be discharged from such trust; and the holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Issuer give notice to the holders of the Notes or
cause to be published notice once, in a leading newspaper having a general
circulation in London (which is expected to be theFinancial Times) and, if and
so long as the Notes are listed on the Luxembourg Stock Exchange and the rules
of such stock exchange shall so require, in a newspaper having a general
circulation in The Grand Duchy of Luxembourg (which is expected to be the d’Wort) or on the website of
the Luxembourg Stock Exchange at www.bourse.lu, or in the case of Definitive
Notes, in addition to such publication, mail to holders of the Notes by
first-class mail, postage prepaid, at their respective addresses as they appear
on the registration books of the Registrar, that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification, any unclaimed balance of such money then
remaining will be repaid to the Issuer.





77





Claims
against the Issuer for the payment of principal or interest and Additional
Amounts, if any, on the Notes will become void unless presentation for payment
is made (where so required in this Indenture) within, in the case of principal
and Additional Amounts, if any, a period of ten years, or, in the case of
interest, a period of five years, in each case from the applicable original
payment date therefor.





SECTION
8.10   Reinstatement .  If
the Trustee or Paying Agent is unable to apply any cash in accordance with
Section 8.2, 8.3, 8.4 or 8.5 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Issuer’s obligations
under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.2, 8.3, 8.4 or 8.5 until such time as
the Trustee or Paying Agent is permitted to apply all such cash in accordance
with Section 8.2, 8.3, 8.4 or 8.5; provided,however, that if the Issuer
has made any payment of interest on, premium, if any, principal and Additional
Amounts, if any, of any Notes because of the reinstatement of its obligations,
the Issuer shall be subrogated to the rights of the holders of such Notes to
receive such payment from the money held by the Trustee or Paying
Agent.





ARTICLE
IX





AMENDMENTS, SUPPLEMENTS AND
WAIVERS





SECTION
9.1   Without Consent of
holdersof the
Notes .  Notwithstanding
Section 9.2 hereof, the Issuer, the Subsidiary Guarantors, and the Trustee
together may amend or supplement this Indenture or the Notes without the consent
of any holder of a Note to:





(1)  cure
any ambiguity, omission, defect or inconsistency;





(2)  provide
for the assumption by a successor corporation or limited company of all of the
Issuer’s obligations under this Indenture in the case of amalgamation, merger or
consolidation or sale of all or substantially all of the Issuer’s
assets;





(3)  provide
for the assumption by a successor corporation or limited liability company of
all of the obligations of any Subsidiary Guarantor under this Indenture and the
Subsidiary Guarantees;





(4)  provide
for uncertificated Notes in addition to or in place of certificated
Notes;





(5)  add
Guarantees with respect to the Notes;





(6)  secure
the Notes, the Subsidiary Guarantees or any other Guarantee of the
Notes;





(7)  add
to the covenants of the Issuer or its Restricted Subsidiaries for the benefit of
the holders of the Notes or surrender any right or power conferred upon the
Issuer and its Restricted Subsidiaries; or





78





(8)  make
any change that does not adversely affect the rights of any holder of the
Notes.





Upon the
request of the Issuer, accompanied by a Board Resolution authorizing the
execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 9.5, the Trustee shall join with
the Issuer and the Subsidiary Guarantors in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental indenture which adversely affects its own rights, duties
or immunities hereunder or otherwise.





If and so
long as the Notes are listed on the Luxembourg Stock Exchange and the rules of
such exchange so require, the Issuer will inform the Luxembourg Stock Exchange
of any of the foregoing amendments, supplements and waivers and provide, if
necessary, a supplement to the Offering Memorandum setting forth reasonable
details in connection with any such amendments, supplements or
waivers.





The
consent of the holders of the Notes is not necessary under this Indenture to
approve the particular form of any proposed amendment. It is sufficient if such
consent approves the substance of the proposed amendment.  A consent
to any amendment or waiver under this Indenture by any holder of Notes given in
connection with a tender of such holder’s Notes will not be rendered invalid by
such tender.





SECTION
9.2   With Consent of
Holdersof
Notes .  The
Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this
Indenture, the Notes or any amended or supplemental indenture with respect to
the Notes with the written consent of the holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Notes), and, subject to Sections 6.7 and 6.10, any existing
Default or Event of Default and its consequences or compliance with any
provisions of this Indenture or the Notes may be waived with the consent of the
holders of in excess of 50% of the principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, the
Notes).  However, without the consent of each holder of an outstanding
Note affected, no amendment or waiver may:





(1)  reduce
the amount of Notes whose holders must consent to an amendment;





(2)  reduce
the stated rate of or extend the stated time for payment of interest on any
Note;





(3)  reduce
the principal of or extend the Stated Maturity of any Note;





(4)  reduce
the premium payable upon the redemption or repurchase of any Note or change the
time at which any Note may be redeemed or repurchased as described in Paragraphs
7 and 8 of the Notes and Sections 4.9 and 4.14 hereof or any similar provision,
whether through an amendment or waiver of provisions in the covenants,
definitions or otherwise;





(5)  make
any Note payable in money other than that stated in the Note;





79





(6)  impair
the right of any holder of the Notes to receive payment of premium, if any,
Additional Amounts, if any, principal of and interest on such holder’s Notes on
or after the due dates therefor or to institute suit for the enforcement of any
payment on or with respect to such holder’s Notes;





(7)  release
any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee or
this Indenture, except in accordance with this Indenture;





(8)  directly
or indirectly release the pledges except as permitted by the terms of this
Indenture and the Security Documents; or





(9)  make
any change in the amendment provisions which require the consent of each holder
of the Notes or in the waiver provisions.





Upon the
request of the Issuer, accompanied by a Board Resolution authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
holders of the Notes as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.5, the Trustee shall join with the Issuer and
the Subsidiary Guarantors in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture adversely affects the
Trustee’s own rights, duties or immunities hereunder or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental indenture.  It shall not be necessary for
the consent of the holders under this Section 9.2 to approve the particular form
of any proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.





After an
amendment, supplement or waiver under this Section 9.2 becomes effective, the
Issuer shall mail to the holders of the Notes (with a copy to the Trustee) a
notice briefly describing the amendment, supplement or waiver. However, the
failure to give such notice to all holders of the Notes, or any defect therein,
will not in any way impair or affect the validity of such amended or
supplemented indenture or waiver. In addition, for so long as the Notes are
listed on the Luxembourg Stock Exchange and the rules of such exchange so
require, the Issuer will publish notice of any amendment, supplement and waiver
in The Grand Duchy of Luxembourg in a daily newspaper with general circulation
in The Grand Duchy of Luxembourg (which is expected to be the d’Wort) or on the website of
the Luxembourg Stock Exchange at www.bourse.lu.





SECTION
9.3   Revocation and Effect of
Consents .  Until
an amendment, supplement or waiver becomes effective, a consent to it by a
holder of a Note is a continuing consent by the holder of a Note and every
subsequent holder of a Note or portion of a Note that evidences the same debt as
the consenting holder’s Note, even if notation of the consent is not made on any
Note.  However, any such holder of a Note or subsequent holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every holder of a
Note.





The
Issuer may fix a record date for determining which holders of the Notes must
consent to such amendment, supplement or waiver.  If the Issuer fixes
a record date, the record date shall be fixed at (i) the later of 30 days prior
to the first solicitation of such consent or the date of the most recent list of
holders of the Notes furnished to the Trustee prior to such solicitation
pursuant to Section 2.5 or (ii) such other date as the Issuer shall
designate.





80





SECTION
9.4   Notation on or Exchange of
Notes .  The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.  The Issuer in exchange
for all Notes may issue and the Trustee shall authenticate new Notes that
reflect the amendment, supplement or waiver.  Failure to make the
appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.





SECTION
9.5   Trustee to Sign Amendments,
etc. .  The
Trustee shall execute any amendment, supplement or waiver authorized pursuant to
this Article IX; provided,however, that the Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver which adversely affects the Trustee’s own rights, duties or immunities
under this Indenture.  The Trustee shall be fully protected in relying
upon an Opinion of Counsel and an Officers’ Certificate each stating that the
execution of any amendment, supplement or waiver authorized pursuant to this
Article IX is authorized or permitted by this Indenture and constitutes the
legal, valid and binding obligations of the Issuer enforceable in accordance
with its terms.  Any Opinion of Counsel shall not be an expense of the
Trustee.





ARTICLE
X





GUARANTEES





SECTION
10.1   Subsidiary
Guarantee. Each of
the Subsidiary Guarantors hereby fully, unconditionally, irrevocably, and
jointly and severally Guarantees on a senior basis, as primary obligor and not
merely as surety, the full and punctual payment of principal of, or interest on
or in respect of the Notes when due, whether at stated maturity, by acceleration
or otherwise, under the Notes and this Indenture (including the repurchase
obligation of the Issuer resulting from a Change of Control Triggering
Event).  Such Guarantee shall include, in addition to the amount
stated above, any and all costs and expenses (including counsel fees and
expenses) Incurred by the Trustee or the holders of the Notes in enforcing any
rights under the Subsidiary Guarantees.





In the
event of default in the payment of principal of or premium, if any, interest, if
any, and any other payment obligations in respect of the Notes (including any
obligation to repurchase the Notes), legal proceedings may be instituted
directly against one or all of the Subsidiary Guarantors without first
proceeding against the Issuer.





SECTION
10.2   Limitation on
Liability .  The
obligations of each Subsidiary Guarantor hereunder will be limited to the
maximum amount that will result in the obligations of such Subsidiary Guarantor
not constituting a fraudulent conveyance or a violation of fraudulent transfer
restrictions under applicable insolvency and other laws.





SECTION
10.3   No
Subrogation .  Notwithstanding
any payment or payments made by a Subsidiary Guarantor hereunder, no Subsidiary
Guarantor shall be entitled to be subrogated to any of the rights of the Trustee
or any holder of the Notes against the Issuer or any collateral security or
guarantee or right of offset held by the Trustee or any holder of the Notes for
the payment of amounts owed by the Issuer and the Subsidiary Guarantors pursuant
to this Indenture and the Notes (“Obligations”) nor shall any Subsidiary
Guarantor seek or be entitled to seek any contribution or reimbursement from the
Issuer in respect of payments made by such Subsidiary Guarantor hereunder, until
all Obligations are paid in full.  If any amount shall be paid to any
Subsidiary Guarantor on account of such subrogation rights at any time when all
of the Obligations shall not have been paid in full, such amount shall be held
by the Subsidiary Guarantor in trust for the Trustee and the holders of the
Notes, segregated from other funds of the Subsidiary Guarantor and shall,
forthwith upon receipt by the Subsidiary Guarantor, be turned over to the
Trustee in the exact form received by the Subsidiary Guarantor (duly indorsed by
the Subsidiary Guarantor to the Trustee, if required), to be applied against the
Obligations.





81





SECTION
10.4   Release .  (a)   The
Subsidiary Guarantee of each Subsidiary Guarantor will be automatically and
unconditionally released without further action on the part of any holder of the
Notes or the Trustee (and thereupon shall terminate and be discharged and be of
no further force and effect) upon full and final payment and performance of all
Obligations under this Indenture and the Notes.





(b)  So
long as no Event of Default has occurred and is continuing, the Subsidiary
Guarantee of any Subsidiary Guarantor (together with any rights of contribution,
subrogation or other similar rights against the Subsidiary Guarantor) will be
automatically and unconditionally released without further action on the part of
any holder of the Notes or the Trustee (and thereupon shall terminate and be
discharged and be of no further force and effect):





(i)           if
the Subsidiary is disposed of (whether by amalgamation, merger or consolidation,
the sale of its Capital Stock or the sale or all or substantially all of its
assets (other than by a lease)) to a Person which is not the Issuer or a
Restricted Subsidiary of the Issuer in compliance with the terms of this
Indenture (including Section 4.9 and Section 4.18) so long as (A) such
Subsidiary Guarantor is simultaneously and unconditionally released from its
obligations in respect of any other Indebtedness of the Issuer or any other
Restricted Subsidiary and (B) the proceeds from such sale or disposition are
used for the purposes permitted or required by this Indenture.





(c)  The
Subsidiary Guarantees of the Subsidiary Guarantors will also be released upon
the defeasance or discharge of the Notes as provided in Article VIII under this
Indenture.





ARTICLE
XI





SECURITY AND SECURITY
TRUSTEE





SECTION
11.1   Collateral and Security
Documents . (f) The
Issuer and the Subsidiary Guarantors agree to secure the full and punctual
payment when due and the full and punctual performance of their obligations
under this Indenture and the Notes by (i) a fourth-ranking pledge of the Pledged
Shares, and (ii) a fourth-ranking assignment of the Issuer’s rights under the
Framework Agreement.  The share pledges in respect of the Pledged
Shares and the assignment agreements evidencing the fourth-ranking assignment of
rights under the Framework Agreement, are referred to as the “Security Documents.”
Subject to the terms of the Security Documents and this Indenture, the Issuer is
permitted to pledge the Collateral in connection with future Indebtedness of the
Issuer or its Restricted Subsidiaries incurred and secured in compliance with
this Indenture and on terms consistent with the relative priority of such
Indebtedness, and the Trustee and the Security Trustee may enter into one or
more additional or amended intercreditor agreements in connection with any such
future pledge of the Collateral. The rights and obligations of the parties
hereunder with respect to the Collateral are subject to the provisions of the
Intercreditor Agreement.





82





So long
as no Event of Default has occurred and is continuing, any share pledge will be
released if the Subsidiary whose Capital Stock is pledged is disposed of
(whether by merger, amalgamation or consolidation, the sale of its Capital Stock
or the sale of all or substantially all of its assets (other than by a lease))
to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in
compliance with the terms of this Indenture (including Section 4.9 and Section
4.20) so long as (i) all other security interests in respect of such
Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a
Restricted Subsidiary are released and (ii) the proceeds from such sale or
disposition are used for the purposes permitted or required by this
Indenture.  In addition, any share pledge will be released if the
Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted
Subsidiary in compliance with the terms and conditions of this
Indenture.  All of the Collateral shall be released upon the
defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5
of this Indenture.





Each
holder of Notes by accepting a Note shall be deemed to have authorized and
directed each of the Trustee and the Security Trustee to execute the
Intercreditor Agreement. Each holder of Notes by accepting a Note consents and
agrees to the terms of the Security Documents and the Intercreditor Agreement
(including, without limitation, the provisions providing for foreclosure and
release of Collateral) as the same may be in effect or may be amended from time
to time in accordance with their terms and authorizes the Trustee and the
Security Trustee to perform their respective obligations and exercise their
respective rights thereunder in accordance therewith and appoints the Trustee as
his attorney-in-fact for such purpose, including, in the event of any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors or marshaling of assets of any Guarantor tending towards
liquidation or reorganization of the business and assets of any Guarantor, the
immediate filing of a claim for the unpaid balance under its Guarantee
obligations in the form required in said proceedings to cause said claim to be
approved, provided that it is expressly understood that the Trustee shall not be
required to exercise any such rights as attorney for any holders of Notes unless
instructed to do so in accordance with Section 7.6





(b)  Each
holder by accepting a Note shall be deemed to appoint the Security Trustee to
act as its trustee and representative in connection with the Collateral, the
Security Documents and the Intercreditor Agreement and authorizes the Security
Trustee (acting only at the direction of the Trustee) to exercise such rights,
powers and discretions as are specifically delegated to the Security Trustee by
the terms hereof and together with all rights, powers and discretions as are
reasonably incidental thereto or necessary to give effect to the trusts hereby
created, and each holder of Notes by accepting a Note shall be deemed to
irrevocably authorize the Security Trustee on its behalf to release any existing
security being held in favor of the holders, to enter into any and each Security
Document and the Intercreditor Agreement and to deal with any formalities in
relation to the perfection of any security created by such Security Documents
(including, inter alia, entering into such other documents as may be necessary
to such perfection).





(c)  (1)   The
Security Trustee declares that it shall hold the Collateral on trust for the
holders of Notes and the Trustee on the terms contained in this Indenture and in
the Security Documents.








83




(2)           Each
holder by accepting a Note shall be deemed to agree that the Security Trustee
shall have only those duties, obligations and responsibilities and such rights
and protections as expressly specified in this Indenture, the Security Documents
and the Intercreditor Agreement (and no others shall be
implied).





(d)  The
Security Trustee agrees that it will hold the security interests in the
Collateral created under any Security Document to which it is a party as
contemplated by this Indenture and any and all proceeds thereof, for the benefit
of, among others, the Trustee and the holders of Notes, without limiting the
Security Trustee’s rights to act in preservation of the security interest in the
Collateral.  The Security Trustee will take action or refrain from
taking action in connection therewith only as directed by the Trustee and
provided it has been indemnified and/or secured and/or prefunded to its
satisfaction.





(e)  Each
holder, by accepting a Note, shall be deemed to have agreed to all the terms and
provisions of the Security Documents.





(f)  Beyond
the exercise of reasonable care in the custody thereof, the Security Trustee
shall have no duty as to any Collateral in its possession or control or in the
possession or control of any agent or bailee or any income thereon or as to
preservation of rights against prior parties or any other rights pertaining
thereto and the Security Trustee shall not be responsible for filing any
financing or continuation statements or recording any documents or instruments
in any public office at any time or times or otherwise perfecting or maintaining
the perfection of any security interest in the Collateral. The Security Trustee
shall be deemed to have exercised reasonable care in the custody of the
Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which it accords its own property and shall not be
liable or responsible for any loss or diminution in the value of any of the
Collateral by reason of the act or omission of any carrier, forwarding agency or
other agent or bailee selected by the Security Trustee in good
faith.





(g)  Subject
to the Intercreditor Agreement, the Notes are secured by Liens that rank junior
under local law to the Existing Senior Notes, but, pursuant to the Intercreditor
Agreement, the parties thereto have agreed that the Notes shall rank pari passu
in relation to the application or right in and priority of payment of any
enforcement proceeds to the security interests securing the Existing Senior
Notes, which are secured by the same Collateral.





(h)  Each
holder of Notes by accepting a Note and the related Guarantees agrees that
enforcement of the Collateral is subject to certain limitations to the extent
and in the manner provided in the Intercreditor Agreement and that the order of
application of any enforcement proceeds means that holders of Notes shall
receive enforcement proceeds, if any. after first being applied in paying all
proper costs, charges and expenses incurred by Secured Parties (as defined in
the Intercreditor Agreement) in enforcing against the Collateral or collecting
the proceeds thereof. Each holder of Notes, by accepting a Note, shall be deemed
to have agreed to and accepted the terms and conditions of the Intercreditor
Agreement. A copy of the Intercreditor Agreement shall be available on any
Business Day upon prior written request at the offices of the Paying
Agent.





SECTION
11.2   Responsibilities of Security
Trustee.




(a)  Upon
the occurrence of an Event of Default, the Security Trustee shall take such
action as requested by written instructions of the Trustee under this Indenture,
provided that such
action does not contradict applicable law or subject the Security Trustee to any
liability under applicable law.  In this regard, the Security Trustee
shall be entitled to rely and act upon, and shall be fully protected in relying
and acting upon, any note, writing, resolution, notice, consent, certificate,
request, demand, direction, instruction, waiver, receipt, agreement, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message, statement,
order or written document or written communication reasonably believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel and other
experts retained or employed by the Security Trustee in its
discretion.





84





(b)  The
Security Trustee shall be deemed to have actual, constructive, direct or
indirect knowledge or notice of the occurrence of any Event of Default only upon
receipt by the Security Trustee of a written notice or a certificate from the
Trustee, stating that an Event of Default has occurred.  The Security
Trustee shall have no obligation whatsoever either prior to or after receiving
such written notice or certificate to inquire whether an Event of Default has in
fact occurred and shall be entitled to rely conclusively, and shall be fully
protected in so relying, on any notice or certificate so furnished to
it.





(c)  The
Security Trustee shall remit according to the written instructions of the
Trustee any proceeds recovered from enforcement of the Security
Documents.





(d)  The
Security Trustee shall take such other actions requested by the Trustee in
accordance with this Indenture.





SECTION
11.3   Security Trustee’s
Individual Capacity .  The
Security Trustee may accept deposits from, lend money to, and generally engage
in any kind of banking, trust or other business with the Issuer or any of its
affiliates or subsidiaries as if it were not performing the duties specified
herein, and may accept fees and other consideration from the Issuer for services
in connection with this Indenture and otherwise without having to account for
the same to the Trustee or to the holders from time to time.





SECTION
11.4   Trustee May
Perform .  If
the Security Trustee shall refuse or be incapable of performing any right or
remedy provided for in this Indenture, the Trustee may, but shall not be
obligated to take such actions, or cause such actions to be taken, on behalf of
the Security Trustee as appropriate to protect the interests of the Trustee, the
Security Trustee or the holders of the Notes from time to time hereunder, and
shall be entitled, in addition to the rights of the Security Trustee to all of
the immunity, indemnity and reimbursement provisions hereof to which the
Security Trustee would be entitled, regardless of any prior act or omission by
the Security Trustee.





SECTION
11.5   Fees,
etc. For
services rendered as Security Trustee under this Indenture, the Security Trustee
shall be entitled to such reasonable compensation as is agreed to from time to
time in writing between the Security Trustee and the Issuer.  The
Issuer agrees to pay the fees, expenses and other amounts payable of the
Security Trustee under this Indenture, in addition to any other fees, expenses
and other amounts payable that may arise under the Security
Documents.





SECTION
11.6   Indemnification:
Disclaimers, etc.




(a)  The
Security Trustee shall be entitled to be indemnified in accordance with the
provisions of Section 7.6 on the same terms as the Trustee.





85





(b)  Without
prejudice to any other provision of this Article XI, the Security Trustee and
the Issuer agree that the Trustee shall have no liability to the Security
Trustee or the Issuer (whether sounding in tort, contract or otherwise)
hereunder except in its capacity as Trustee under, and as provided for in, this
Indenture.





(c)  Notwithstanding
any provision of this Indenture to the contrary, none of the Trustee, the
Security Trustee or the Agents shall in any event be liable for indirect,
punitive or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), whether or not foreseeable, even if the Trustee,
the Security Trustee or such Agent, as the case may be, has been advised of the
likelihood of such loss or damage and regardless of whether the claim for loss
or damage is made in negligence or otherwise.





SECTION
11.7   Illegality; No
inconsistency .  Nothing
in this Indenture or the Security Documents shall require the Security Trustee
to take any action, which may be inconsistent with, or in violation of any laws,
rules or regulations in force in the jurisdiction where the Security Trustee is
located.





SECTION
11.8   Rights of Trustee, the
Security Trustee and the Paying Agent .  The
Trustee, the Security Trustee and the Paying Agent may continue to make payments
on the Notes (and the Security Trustee may pay any monies received by it in
respect of the Security Documents to the Trustee or as it may direct or to a
Paying Agent for distribution to holders of the Notes) and shall not be charged
with the knowledge of existence of facts that prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee or an officer of the Security Trustee
within the department of the Security Trustee responsible for administering the
security created by the Security Documents receives notice in writing
satisfactory to it that payments may not be made under this Article
XI.





SECTION
11.9   Parallel
Debt.





(i)
            For
      the purpose of this Section 11.9, "Principal Debt
      Obligations" means payment obligations of the Issuer and the
      Subsidiary Guarantors under the Indenture and the
  Notes.





(ii)
            Without
      prejudice to the provisions of this Indenture, and for the purpose of
      ensuring and preserving the validity and continuity of the security rights
      granted and to be granted by the Issuer and CME NV under or pursuant to
      the Share Pledges, the Issuer and the Subsidiary Guarantors hereby
      irrevocably and unconditionally undertake to pay to the Security Trustee
      amounts equal to and in the currency of the Principal Debt Obligations
      from time to time due in accordance with and under the same terms and
      conditions as each of the Principal Debt Obligations (such payment
      undertakings and the obligations and liabilities which are the result
      thereof hereinafter referred to as the “Parallel
      Debt”).





(iii)
            The
      Issuer, the Subsidiary Guarantors and the Security Trustee acknowledge
      that (i) for this purpose, the Parallel Debt constitutes undertakings,
      obligations and liabilities of the Issuer and the Subsidiary Guarantors to
      the Security Trustee which are separate and independent from, and without
      prejudice to, the corresponding Principal Debt Obligations which the
      Issuer or the Subsidiary Guarantors have under this Indenture or under the
      Notes and (ii) that the Parallel Debt represents the Security Trustee’s
      own claims (vorderingen
      op naam) to receive payment of the Parallel Debt, provided that the
      total amount of the Parallel Debt shall never exceed the total amount of
      the Principal Debt Obligations.





86





(iv)
            Every
      payment of monies made by the Issuer or by the Subsidiary Guarantors to
      the Security Trustee shall (conditionally upon such payment not
      subsequently being avoided or reduced by virtue of any provisions or
      enactments relating to bankruptcy, insolvency, liquidation or similar laws
      of general application) be in satisfaction pro tantoof the
      covenant by the Issuer and the Subsidiary Guarantors contained in Section
      (ii), provided that, if any such payment as is mentioned above is
      subsequently avoided or reduced by virtue of any provisions or enactments
      relating to bankruptcy, insolvency, liquidation or similar laws of general
      application, the Security Trustee shall be entitled to receive a
      corresponding amount as Parallel Debt under Section (ii) from the Issuer
      or the Subsidiary Guarantors and each of the Issuer and the Subsidiary
      Guarantors shall remain liable to satisfy such Parallel Debt and such
      Parallel Debt shall be deemed not to have been
  discharged.





(v)
            Notwithstanding
      any of the other provisions of this Section
  11.9:





(a)
              the
      total amount due and payable as Parallel Debt under this Section 11.9
      shall be decreased to the extent that, and at the same time as, the Issuer
      and/or the Subsidiary Guarantors shall have paid any amounts to reduce the
      outstanding Principal Debt Obligations;
and





(b)
              to
      the extent that, and at the same time as,  the Issuer and/or the
      Subsidiary Guarantors shall have paid any amounts to the Security Trustee
      under the Parallel Debt or the Security Trustee otherwise shall have
      received monies in payment of the Parallel Debt, the total amount due and
      payable under the Principal Debt Obligations shall be decreased as if said
      amounts were received directly in payment of the Principal Debt
      Obligations.





(vi)
            For
      the avoidance of doubt, in the event that the Issuer or any of the
      Subsidiary Guarantors is in default in respect of the Principal Debt
      Obligations, as set forth in this Indenture, each of the Issuer and the
      Subsidiary Guarantors shall, at the same time, be deemed in default in
      respect of its obligations under the Parallel
  Debt.





(vii)
            The
      terms of this Section 11.9 shall be interpreted according to the internal
      laws of the Netherlands, without having regard to any choice of law
      principles that would apply the laws of any other jurisdiction to this
      Section 11.9.





87





ARTICLE
XII





MISCELLANEOUS





SECTION
12.1   Notices .  Any
notices or other communications required or permitted hereunder shall be in
writing, and shall be sufficiently given if made by hand delivery, by telecopier
or first-class mail, postage prepaid, addressed as follows:





if
      to the Issuer:





Central
European Media Enterprises Ltd.


c/o CME
Development Corporation


52
Charles Street


London
W1J 5EU


United
Kingdom


Attention:  General
Counsel


Facsimile
no.: +44 20 7127 5801





with a
copy to:





Katten
Muchin Rosenman LLP


575
Madison Avenue


New York,
NY 10022-2585


USA


Attention:
Robert L. Kohl, Esq.


Facsimile
no.: +1 212-940-8776





if
      to Central European Media Enterprises
N.V.:





Central
European Media Enterprises N.V.


Schottegatweg
Oost 44


Willemstad


Curacao


Netherlands
Antilles.


Attention:  General
Counsel


Facsimile
no.: +44 20 7127 5801





with a
copy to the Issuer (as specified above) and to:





Katten
Muchin Rosenman LLP


575
Madison Avenue


New York,
NY 10022-2585


USA


Attention:
Robert L. Kohl, Esq.


Facsimile
no.: +1 212-940-8776





if
      to CME Media Enterprises B.V.:





CME Media
Enterprises B.V.


Dam
5B


1012 JS
Amsterdam


The
Netherlands


Attention:  Managing
Director


Facsimile
no.: +31 20 423 1404





with a
copy to the Issuer (as specified above) and to:





88





Katten
Muchin Rosenman LLP


575
Madison Avenue


New York,
NY 10022-2585


USA


Attention:
Robert L. Kohl, Esq.


Facsimile
no.: +1 212-940-8776





if to the
Principal Paying Agent:





The Bank
of New York Mellon, acting through its London Branch


One
Canada Square


London
E14 5AL


United
Kingdom


Fax:  +44
20 7964 8819


Attention:
Corporate Trust Services





if to the
Luxembourg Paying Agent:





The Bank
of New York Mellon (Luxembourg) S.A.


1A,
Hoehenhof


L-1736
Senningerberg


Luxembourg


Fax:  +352
34 20 90 6036


Attention:
Manager Corporate Trust Services





if to the
Trustee:





The Bank
of New York Mellon, acting through its London Branch


One
Canada Square


London
E14 5AL


United
Kingdom


Fax:  +44
20 7964 8819


Attention:  Corporate
Trust Services





89





if to the
Security Trustee:





The Law
Debenture Trust Corporation p.l.c.


Fifth
Floor


100 Wood
Street


London
EC2V 7EX


United
Kingdom


Fax: +44
20 7606 0643


Attention:  The
Manager, Commercial Trusts








The
Issuer, each Subsidiary Guarantor or the Trustee by written notice may designate
additional or different addresses for notices.  Any notice or
communication to the Issuer, the Subsidiary Guarantors or the Trustee shall be
deemed to have been given or made as of the date so delivered if personally
delivered; when receipt is acknowledged, if telecopied; and five (5) calendar
days after mailing if sent by first class mail, postage prepaid (except that a
notice of change of address and a notice to the Trustee shall not be deemed to
have been given until actually received by the addressee).





Any
notice or communication mailed to a holder of the Notes shall be mailed to such
Person by first-class mail or other equivalent means at such Person’s address as
it appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.





Failure
to mail a notice or communication to a holder of the Notes or any defect in it
shall not affect its sufficiency with respect to other holders of the
Notes.  If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.





Notices
regarding the Notes will be sent to the Trustee and published in a leading
newspaper having a general circulation in London (which is expected to be the
Financial
Times).  Notices to holders of the Notes will be validly given
if mailed to them at their respective addresses in the register of holders of
such Notes, maintained by the Registrar.  In addition, so long as any
of the Notes are listed on the Luxembourg Stock Exchange and the rules of such
stock exchange so require, notices will be published in a leading newspaper
having a general circulation in The Grand Duchy of Luxembourg (which is expected
to be the d’Wort) or on
the website of the Luxembourg Stock Exchange at www.bourse.lu, or, if in the
opinion of the Trustee such publication is not practicable, in an English
language newspaper having general circulation in Europe.  In the case
of Definitive Notes, all notices to holders of the Notes will be validly given
if mailed to them at their respective addresses in the register of the holders
of such Notes, if any, maintained by the Registrar.  Each such notice
shall be deemed to have been given on the date of such publication or, if
published more than once on different dates, on the first date on which
publication is made; provided that, if notices are
mailed, such notice shall be deemed to have been given on the later of such
publication and the seventh day after being so mailed.  For so long as
any Notes are represented by Global Notes, all notices to holders of the Notes
will be delivered to Euroclear and Clearstream.  Any notice or
communication mailed to a holder of the Notes shall be mailed to such Person by
first-class mail or other equivalent means and shall be sufficiently given to
him if so mailed within the time prescribed.  Failure to mail a notice
or communication to a holder of the Notes or any defect in it shall not affect
its sufficiency with respect to other holders of the Notes.  If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.





90





SECTION
12.2   Certificate and Opinion as
to Conditions Precedent .  Upon
any request or application by the Issuer or any Subsidiary Guarantor to the
Trustee, the Security Trustee or an Agent to take any action under this
Indenture, the Issuer or such Subsidiary Guarantor shall furnish to the Trustee
at the request of the Trustee:





(1)  an
Officers’ Certificate, in form and substance satisfactory to the Trustee (which
shall include the statements set forth in Section 12.3), stating that, in the
opinion of the signers thereof, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been
satisfied or complied with; and





(2)  an
Opinion of Counsel in form and substance satisfactory to the Trustee or such
Agent (which shall include the statements set forth in Section 12.3) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied or complied with.





In any
case where several matters are required to be certified by, or covered by an
Opinion of Counsel of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the Opinion of Counsel of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an Opinion of Counsel with respect to some
matters and one or more such Persons as to other matters, and any such Person
may certify or give an Opinion of Counsel as to such matters in one or several
documents.





Any
certificate of an Officer of the Issuer or any Subsidiary Guarantor may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel,
unless such Officer knows, or in the exercise of reasonable care should know,
that such Opinion of Counsel with respect to the matters upon which his
certificate is based is erroneous. Any Opinion of Counsel may be based, and may
state that it is so based, insofar as it relates to factual matters, upon a
certificate of, or representations by, an Officer or Officers of the Issuer or
any Subsidiary Guarantor stating that the information with respect to such
factual matters is in the possession of the Issuer or such Subsidiary Guarantor,
as the case may be, unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or representations with respect to such
matters are erroneous.





Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.





SECTION
12.3   Statements Required in
Certificate or Opinion .  Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:





(1)  a
statement that the Person making such certificate or opinion has read such
covenant or condition;





(2)  a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;





91





(3)  a
statement that, in the opinion of such Person, such Person has made such
examination or investigation as is necessary to enable such Person to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and





(4)  a
statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with.





SECTION
12.4   Rules by Trustee, Security
Trustee, Paying Agent (Including Principal Paying Agent),
Registrar .  The
Trustee, the Security Trustee, the Paying Agent (including the Principal Paying
Agent) or the Registrar may make reasonable rules for its
functions.





SECTION
12.5   Legal
Holidays .  If
a payment date is not a Business Day, payment may be made on the next succeeding
day that is a Business Day, and no interest shall accrue for the intervening
period.





SECTION
12.6   Governing
Law .  This Indenture and the Notes, and the
rights and duties of the parties hereunder and thereunder, shall be governed by,
and construed in accordance with, the laws of the State of New York, other than
as provided in Section 11.9.





SECTION
12.7   Submission to Jurisdiction;
Appointment of Agent for Service .  To
the fullest extent permitted by applicable law, each of the Issuer and each
Subsidiary Guarantor irrevocably submits to the non-exclusive jurisdiction of
and venue in any federal or state court in the Borough of Manhattan in the City
of New York, County and State of New York, United States of America, in any suit
or proceeding based on or arising out of or under or in connection with this
Indenture, the Notes or the Note Guarantees, and irrevocably agrees that all
claims in respect of such suit or proceeding may be determined in any such
court.  Each of the Issuer and each Subsidiary Guarantor, to the
fullest extent permitted by applicable law, irrevocably and fully waives the
defense of an inconvenient forum to the maintenance of such suit or proceeding
and hereby irrevocably designates and appoints CT Corporation System (the “Authorized Agent”),
as its authorized agent upon whom process may be served in any such suit or
proceeding.  CT Corporation System hereby agrees to act as the
Authorized Agent, as the case may be, for the Issuer and each Subsidiary
Guarantor, as the case may be and hereby irrevocably consents to be served with
notice of service of process by delivery or by registered mail with return
receipt requested to its registered office (which, as of the date hereof, is 111
Eighth Avenue, New York, New York 10011 (which service of process by registered
mail shall be effective with respect to the Issuer and each Subsidiary
Guarantor, as the case may be, so long as such return receipt is obtained, or in
the refusal to sign such receipt any holder of Notes or the Trustee is able to
produce evidence of attempted delivery by such means).  The Issuer and
each Subsidiary Guarantor hereby irrevocably authorize and direct its Authorized
Agent to accept such service.  The Issuer and each Subsidiary
Guarantor further agree that service of process upon its Authorized Agent and
written notice of such service to the Issuer and each Subsidiary Guarantor, as
the case may be, as set forth above shall be deemed in every respect effective
service of process upon the Issuer or each Subsidiary Guarantor, as the case may
be, in any such suit or proceeding.  Nothing herein shall affect the
right of any person to serve process in any other manner permitted by
law.  The Issuer and each Subsidiary Guarantor agree that a final
action in any such suit or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other lawful
manner.





92





The
Issuer and each Subsidiary Guarantor hereby irrevocably waive, to the extent
permitted by law, any immunity to jurisdiction to which it may otherwise be
entitled (including, without limitation, immunity to pre-judgment attachment,
post-judgment attachment and execution) in any legal suit, action or proceeding
against it arising out of or based on this Indenture, the Notes or the
transactions contemplated hereby.





The
provisions of this Section 12.7 are intended to be effective upon the execution
of this Indenture and the Notes without any further action by the Issuer and the
Subsidiary Guarantors, or the Trustee and the introduction of a true copy of
this Indenture into evidence shall be conclusive and final evidence as to such
matters.





SECTION
12.8   No Adverse Interpretation of
Other Agreements .  This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Issuer or any of its Subsidiaries.  Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.





SECTION
12.9   No Personal Liability of
Directors, Officers, Employees, Incorporators or Stockholders .  No
director, officer, employee, incorporator or shareholder of the Issuer, or any
of its Subsidiaries, as such, shall have any liability for any obligations of
the Issuer or any of its Subsidiaries under the Notes, this Indenture or the
Subsidiary Guarantees herein or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.





SECTION
12.10   Currency
Indemnity .  The
euro is the sole currency of account and payment for all sums payable by the
Issuer, or any Subsidiary Guarantor under this Indenture.  Any amount
received or recovered in a currency other than euro (whether as a result of the
enforcement of, a judgment or order of a court of any jurisdiction, in the
winding-up or dissolution of the Issuer, any Subsidiary or otherwise) by a
holder of Notes in respect of any sum expressed to be due to it from the Issuer
or any Subsidiary Guarantor will constitute a discharge of the Issuer and the
Subsidiary Guarantor only to the extent of the euro amount which the recipient
is able to purchase with the amount so received or recovered in that other
currency on the date of that receipt or recovery (or, if it is not possible to
make that purchase on that date, on the first date on which it is possible to do
so).  If such euro amount is less than the euro amount expressed to be
due to the recipient under any Note or any Subsidiary Guarantee, the Issuer or
any Subsidiary Guarantor of the Notes will indemnify the recipient against any
loss sustained by it as a result.  In any event the Issuer will
indemnify the recipient against the cost of making any such
purchase.





For the
purposes of this Section 12.10, it will be sufficient for the holder of a Note
to certify that it would have suffered a loss had an actual purchase of euro
been made with the amount so received in that other currency on the date of
receipt or recovery (or, if a purchase of euro on such date had not been
practicable, on the first date on which it would have been
practicable).  These indemnities constitute a separate and independent
obligation from the other obligations of the Issuer and Subsidiary Guarantors,
will give rise to a separate and independent cause of action, will apply
irrespective of any waiver granted by any holder of the Notes and will continue
in full force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under any Note or any Subsidiary
Guarantee or any other judgment or order.





93





SECTION
12.11   Currency
Calculation .  Except
as otherwise expressly set forth herein, for purposes of determining compliance
with any euro-denominated restriction herein, the euro-equivalent amount for
purposes hereof that is denominated in a non-euro currency shall be calculated
based on the relevant currency exchange rate in effect on the date such non-euro
amount is incurred or made, as the case may be.





SECTION
12.12   Information .  For
so long as the Notes are listed on the Luxembourg Stock Exchange and the rules
of such exchange so require, copies of this Indenture will be made available in
The Grand Duchy of Luxembourg through the offices of the Paying Agent in
Luxembourg.





SECTION
12.13   Successors .  All
agreements of the Issuer and the Subsidiary Guarantors in this Indenture, the
Notes and the Subsidiary Guarantees shall bind their respective
successors.  All agreements of the Trustee in this Indenture shall
bind its successor.





SECTION
12.14   Counterpart
Originals .  All
parties hereto may sign any number of copies of this Indenture.  Each
signed copy or counterpart shall be an original, but all of them together shall
represent one and the same agreement.





SECTION
12.15   Severability .  In
case any one or more of the provisions in this Indenture or in the Notes shall
be held invalid, illegal or unenforceable, in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions shall not in any way be affected or
impaired thereby, it being intended that all of the provisions hereof shall be
enforceable to the full extent permitted by law.





SECTION
12.16   Table of Contents, Headings,
etc. The
Table of Contents and Headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a
part of this Indenture and shall in no way modify or restrict any of the terms
or provisions hereof.





94





IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, as of the date first written above.





CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.as
      IssuerBy:
            /s/ Charles FrankName:
            Charles
      FrankTitle:
            Chief
      Financial OfficerCENTRAL
      EUROPEAN MEDIA ENTERPRISES N.V.as
      Subsidiary GuarantorBy:
            /s/ Oliver MeisterName:
            Oliver
      MeisterTitle:
            Managing
      DirectorCME
      MEDIA ENTERPRISES B.V.as
      Subsidiary GuarantorBy:
            /s/ David SturgeonName:
            David
      SturgeonTitle:
            Managing
      DirectorSigned
      for and on behalf ofTHE
      BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON
  BRANCH,as
      TrusteeBy:
            /s/ Noora PahkalaName:
            Noora
      PahkalaTitle:
            Senior
      Associate











Acknowledged
and agreed by


The Bank
of New York Mellon, acting through its London Branch, as Transfer Agent and
Principal Paying Agent








By:
            /s/ Noora PahkalaName:
            Noora
      PahkalaTitle:
            Senior
      AssociateAcknowledged
      and agreed byThe
      Law Debenture Trust Corporation p.l.c., as Security
  TrusteeBy:
            /s/ Julian Mason-JebbName:
            Julian
      Mason-JebbTitle:
            DirectorBy:
            /s/ Richard RanceName:
            Richard
      RanceTitle:
            DirectorAcknowledged
      and agreed byThe
      Bank of New York Mellon (Luxembourg) S.A., as Registrar, Luxembourg
      Transfer Agent and Luxembourg Paying AgentBy:
            /s/ Noora PahkalaName:
            Noora
      PahkalaTitle:
            Senior
      AssociateDated:
      September 17, 2009










EXHIBIT
      ATO
      THE INDENTURE





[FORM OF FACE OF GLOBAL
NOTE]





THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.





THIS
SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES.  UPON REQUEST, THE COMPANY WILL PROMPTLY
MAKE AVAILABLE TO A HOLDER OF THIS SECURITY INFORMATION REGARDING THE ISSUE
PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS
SECURITY.  HOLDERS SHOULD CONTACT, VICE-PRESIDENT CORPORATE FINANCE,
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., C/O CME DEVELOPMENT CORPORATION, 52
CHARLES STREET, LONDON W1J 5EU, UNITED KINGDOM, TEL: +44 20 7127 5800, FAX: +44
7127 5801.





THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S.
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER
THE U.S. SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE U.S. SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN
A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
U.S.  SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM.  THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.





A-1





CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.





Senior
Note due 2016











Common
Code: ________





ISIN:
________








No.____





CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD., a company limited by shares incorporated under
the laws of Bermuda (the “Issuer,” which term includes any successor
corporation), for value received promises to pay The Bank of New York Depositary
(Nominees) Limited or registered assigns upon surrender hereof the principal sum
indicated on Schedule A hereof, on September 15, 2016.





Interest
Payment Dates:  March 15 and September 15, commencing March 15,
2010.





Record
Dates: March 1 and September 1 immediately preceding each Interest Payment
Date.





Reference
is made to the further provisions of this Note contained herein, which will for
all purposes have the same effect as if set forth at this place.





A-2





IN
WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by
facsimile by its duly authorized officer.





CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.as
      IssuerBy:Name:Title:








This is
one of the Notes referred to in the above-mentioned Indenture:


THE BANK
OF NEW YORK MELLON,
ACTING THROUGH ITS LONDON BRANCH, as Trustee








By:Name:Title:








Dated:





A-3





[FORM OF REVERSE]





CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.





Senior
Note due 2016











(1)  Interest.  CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD., a company limited by shares incorporated under
the laws of Bermuda (the “Issuer”), promises to pay interest on the principal
amount of this Note at the rate of 11.625% per annum.  Interest on
this Note will be payable semi-annually in arrears on March 15 and September 15,
commencing on March 15, 2010.  Interest on this Note will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from and including the Issue Date.





The
Issuer shall pay interest on overdue principal and on overdue installments of
interest and on any Additional Amounts as specified in the
Indenture.  Any interest paid on this Note shall be increased to the
extent necessary to pay Additional Amounts as set forth herein.





(2)  Additional
Amounts.  All payments made by the Issuer or a Subsidiary
Guarantor (each, a “Payor”) under, or with respect to, this Note or a Subsidiary
Guarantee, will be made free and clear of and without withholding or deduction
for or on account of any present or future tax, duty, levy, impost, assessment
or other governmental charge (including penalties, interest and other
liabilities related thereto) (collectively, “Taxes”) unless the Payor is
required to withhold or deduct such Taxes by law or by the official
interpretation or administration thereof. If the Payor is required to withhold
or deduct any amount for or on account of Taxes imposed or levied by or on
behalf of (i) Bermuda, Netherlands, and Netherlands Antilles or any political
subdivision or governmental authority of any thereof or therein having the power
to tax, (ii) any jurisdiction from or through which payment on the Notes or the
Subsidiary Guarantee is made, or any political subdivision or governmental
authority thereof or therein having the power to tax, or (iii) any other
jurisdiction in which a Payor is organized or otherwise considered to be a
resident for tax purposes, or any political subdivision or governmental
authority thereof or therein having the power to tax (any of the aforementioned
being a “Relevant Taxing Jurisdiction”) from any payment made under or with
respect to this Note or any Subsidiary Guarantee, the Payor will pay such
additional amounts (“Additional Amounts”) as may be necessary so that the net
amount received by each holder of this Note (including Additional Amounts) after
such withholding or deduction will not be less than the amount such holder would
have received if such Taxes had not been required to be withheld or
deducted;  provided, however, that the foregoing
obligation to pay Additional Amounts does not apply to:





(1)
            any
      Taxes that would not have been so imposed but for the existence of any
      present or former connection between the relevant holder, including,
      without limitation, such relevant holder being or having been a citizen or
      resident thereof or being or having been present or engaged in a trade or
      business therein or having or having had a permanent establishment therein
      (or between a fiduciary, settler, beneficiary, member or shareholder of,
      or possessor of power over the relevant holder, if the relevant holder is
      an estate, nominee, trust or corporation), and the Relevant Taxing
      Jurisdiction other than a connection resulting from the mere ownership or
      holding of such Note or enforcement of rights thereunder or under the
      Subsidiary Guarantee or the receipt of payments in respect
      thereof;





A-4





(2)
            any
      Taxes that would not have been so imposed if the holder had made a
      declaration of non-residence or any other claim or filing for exemption to
      which it is entitled (provided that (x) such
      declaration of non-residence or other claim or filing for exemption is
      required by the applicable law of the Relevant Taxing Jurisdiction as a
      precondition to exemption from the requirement to deduct or withhold such
      Taxes and (y) at least 30 days prior to the first payment date with
      respect to which such declaration of non-residence or other claim or
      filing for exemption is required under the applicable law of the Relevant
      Taxing Jurisdiction, the relevant holder at that time has been notified
      (in accordance with the procedures set forth in Section 12.1 of the
      Indenture) by the Payor or any other person through whom payment may be
      made that a declaration of non-residence or other claim or filing for
      exemption is required to be made);





(3)
            any
      Note presented for payment (where presentation is required) more than 30
      days after the relevant payment is first made available for payment to the
      holder (except to the extent that the holder would have been entitled to
      Additional Amounts had the Note been presented during such 30 day
      period);





(4)
            any
      Taxes that are payable otherwise than by withholding from a payment of the
      principal of, premium, if any, or interest, on the Notes or under the
      Subsidiary Guarantee;





(5)
            any
      estate, inheritance, gift, sale, transfer, personal property or similar
      tax, assessment or other governmental
charge;





(6)
            any
      withholding or deduction imposed on a payment to an individual and
      required to be made pursuant to the European Union Directive on the
      taxation of savings income (the “Directive”) which was adopted by the
      ECOFIN Council of the European Union (the Council of EU finance and
      economic ministers) on June 3, 2003 or any law implementing or complying
      with, or introduced in order to conform to, the Directive;
    or





(7)
            any
      Taxes which could have been avoided by the presentation (where
      presentation is required) of the relevant Note to another Paying Agent in
      a member state of the European
Union.





Such
Additional Amounts will also not be payable where, had the beneficial owner of
the Note been the holder of the Note, it would not have been entitled to payment
of Additional Amounts by reason of any of clauses (1) to (7) inclusive
above.





Upon
request, the Issuer will provide the Trustee with documentation satisfactory to
the Trustee evidencing the payment of Additional Amounts. Copies of such
documentation will be made available to the holders of the Notes upon
request.





(3) Method of
Payment.  The Issuer shall pay interest on this Note (except
defaulted interest) to the Person in whose name this Note is registered at the
close of business on the Record Date for such interest.  Holders of
Notes must surrender Notes to a Paying Agent to collect principal
payments.  The Issuer shall pay principal and interest in
euro.  Immediately available funds for the payment of the principal
of, premium, if any, interest and Additional Amounts, if any, on this Note due
on any interest payment date, Maturity Date, Redemption Date or other repurchase
date will be made available to the Paying Agent prior to 12.00 p.m. London time
on the Business Day immediately preceding each interest payment date and the
Maturity Date to permit the Paying Agent to pay such funds to the holders on
such respective dates.




A-5




(4)  Paying Agent.  Initially,
The Bank of New YorkMellon, acting through
its London Branch, will act as Principal Paying Agent.  In the event
that a Paying Agent or Transfer Agent is replaced, the Issuer will publish such
notice thereof if and so long as the Notes are Global Notes and are listed on
the Luxembourg Stock Exchange and the rules of such stock exchange shall so
require, in a newspaper having a general circulation in The Grand Duchy of
Luxembourg (which is expected to be the d’Wort) or on the website of
the Luxembourg Stock Exchange at www.bourse.lu, and (in the case of Definitive
Notes), in addition to such publication, mail such notice by first-class mail to
each holder’s registered address.  The Issuer or any of its
Subsidiaries may act as Paying Agent or Registrar for this Note.





(5)  Indenture.  The
Issuer issued the Notes under an Indenture, dated as of September 17, 2009 (the
“Indenture”), among the Issuer, the Subsidiary Guarantors, The Bank of New York
Mellon, acting through its London Branch, as Trustee, The Bank of New York
Mellon, acting through its London Branch, as Transfer Agent and Principal Paying
Agent, The Law Debenture Trust Corporation p.l.c., as Security Trustee, and The
Bank of New York Mellon (Luxembourg) S.A. as Registrar, Luxembourg Transfer
Agent and Luxembourg Paying Agent.  This Note is one of a duly
authorized issue of Notes of the Issuer designated as its Senior Notes due 2016
(the “Notes”).  The terms of the Notes include those stated in the
Indenture.  Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and holders of the Notes are referred to the
Indenture for a statement of them.  The Notes are general obligations
of the Issuer.  The Notes are not limited in aggregate principal
amount and Additional Notes may be issued from time to time under the Indenture,
in each case subject to the terms of the Indenture.  Each holder of
the Notes, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to
time.





(6)  Ranking.  The
Notes will be general, senior secured obligations of the Issuer.  In
addition, the Notes have the benefit of the senior secured Guarantees of the
Issuer and certain of its Subsidiaries.





(7)  Optional
Redemption.  On and after September 15, 2013, the issuer may
redeem all or, from time to time, a part of the Notes upon not less than 30 nor
more than 60 days’ notice, at the following redemption prices (expressed as a
percentage of principal amount) plus accrued and unpaid interest on the Notes,
if any, to the applicable redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the periods indicated
below:







Year
            
            NotesSeptember
      15, 2013 to September 14, 2014
            
            
            105.813
            %September
      15, 2014 to September 14, 2015
            
            
            102.906
            %September
      15, 2015 and thereafter
            
            
            100.000
            %





A-6





In
addition, at any time prior to September 15, 2012, the Issuer may on any one or
more occasions redeem up to 35% of the original principal amount of the Notes
with the Net Cash Proceeds of one or more Public Equity Offerings subsequent to
the Issue Date at a redemption price of 111.625% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided that (a) at least
65% of the original principal amount of the Notes remains outstanding after each
such redemption; and (b) the redemption occurs within 90 days after the closing
of such Public Equity Offering and must be made in accordance with the terms of
the Indenture.





In
addition, prior to September 15, 2013, the Issuer may redeem all or, from time
to time, a part of the fixed rate notes of any series upon not less than 30 nor
more than 60 days’ notice at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Fixed Rate Premium and accrued and unpaid
interest to, but not including, the applicable redemption date. Any such
redemption and notice may, at the Issuer’s discretion, be subject to the
satisfaction of one or more conditions precedent.





“Applicable
Fixed Rate Premium” means with respect to any fixed rate note on any redemption
date prior to September 15, 2013, the greater of (A) 1% of the principal amount
of such fixed rate note and (B):





the
excess of:





(1)
            the
      present value at such redemption date of (i) the redemption price of such
      fixed rate note at September 15, 2013 (such redemption price (expressed in
      percentage of principal amount) being set forth in the table above under
      the first paragraph of this section), plus (ii) all required interest
      payments due on such fixed rate note to and including September 15, 2013
      (including accrued but unpaid interest), computed upon the redemption date
      using a discount rate equal to the Bund Rate at such redemption date plus
      50 basis points; over





(2)
            the
      outstanding principal amount of such fixed rate note, as calculated by the
      Issuer or on behalf of the Issuer by such Person as the Issuer shall
      designate.





“Bund
Rate” means, with respect to any relevant date, the rate per annum equal to
theequivalent
yield to maturity as of such date of the Comparable German Bund Issue, assuming
a pricefor the
Comparable German Bund Issue (expressed as a percentage of its principal amount)
equal tothe
Comparable German Bund Price for such relevant date, where:





(a)
“Comparable German Bund Issue” means the German Bundesanleihe security selected
byany
Reference German Bund Dealer as having a fixed maturity most nearly equal to
theperiod from
such redemption date to September 15, 2013, and that would be utilized at the
timeof
selection and in accordance with customary financial practice, in pricing new
issues ofeuro-denominated
corporate debt securities in a principal amount approximately equal tothe then
outstanding principal amount of the notes and of a maturity most nearly
equalto
September 15, 2013; provided, however, that, if the period from such redemption
date toSeptember 15,
2013, is less than one year, a fixed maturity of one year shall be
used;





A-7





(b)
“Comparable German Bund Price” means, with respect to any relevant date, the
averageof all
Reference German Bund Dealer Quotations for such date (which, in any event,must include
at least two such quotations), after excluding the highest and lowest suchReference
German Bund Dealer Quotations, or if the Issuer obtains fewer than foursuch
Reference German Bund Dealer Quotations, the average of all such
quotations;





(c)
“Reference German Bund Dealer” means any dealer of German Bundesanleihe
securitiesappointed by
the Issuer in consultation with the Trustee; and





(d)
“Reference German Bund Dealer Quotations” means, with respect to each
ReferenceGerman Bund
Dealer and any relevant date, the average as determined by the Issuer ofthe bid and
offered prices for the Comparable German Bund Issue (expressed in eachcase as a
percentage of its principal amount) quoted in writing to the Issuer by suchReference
German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time on the thirdbusiness day
in Frankfurt preceding the relevant date.





(8)  Special Tax
Redemption.  The Notes may be redeemed, at the option of the
Issuer, in whole but not in part, at any time, upon giving not less than 30 nor
more than 60 days’ notice to the date fixed by the Issuer for Redemption (a “Tax
Redemption Date”) to each holder of the Notes (which notice will be
irrevocable), at a price equal to 100% of the aggregate principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date, and Additional Amounts, if any (the “Redemption Price”), which otherwise
would be payable, if the Issuer, with respect to the Notes, and a Subsidiary
Guarantor, with respect to a Subsidiary Guarantee, is, or on the next interest
payment date in respect of the Notes, would be, required to pay Additional
Amounts in respect of any Note pursuant to the terms and conditions thereof
which obligation cannot be avoided by the taking of reasonable measures
available to it as a result of (i) any change in, or amendment to, the law or
treaties (or any regulations or rulings promulgated thereunder) of a Relevant
Taxing Jurisdiction affecting taxation or (ii) any amendment to or change in
position regarding the application, administration or interpretation of such
laws, treaties, regulations or rulings (including a holding, judgment or order
by a court of competent jurisdiction)(each of the foregoing clauses (i) and
(ii), a “Change in Tax Law” which becomes effective on or after the Issue Date;
provided, however, that
no such notice of redemption will be given (a) earlier than 90 days prior to the
earliest date on which the Payor would be obliged to make such payment or
withholding if a payment in respect of the Notes or the Subsidiary Guarantee
were then due and (b) unless at the time such notice is given, such obligation
to pay such Additional Amounts remains in effect.





(9)  Notice of
Redemption.  Notice of redemption will be given at least 30
days but not more than 60 days before the Redemption Date, or Tax Redemption
Date, as the case may be in accordance with Section 12.1 of the Indenture and,
in the event the Notes are in the form of Definitive Notes, by mailing
first-class mail, with a copy to the Trustee, postage prepaid, to each holder’s
respective address as it appears on the registration books of the
Registrar.





Notes in
denominations of €50,000 may be redeemed only in whole.  The Trustee
may select for redemption portions (equal to €50,000 and any integral multiple
of €1,000 in excess thereof) of the principal of Notes that have denominations
larger than €50,000.





Except as
set forth in the Indenture, from and after any Redemption Date, if monies for
the redemption of the Notes called for redemption shall have been deposited with
the Paying Agent for redemption on such Redemption Date, then, unless the Issuer
defaults in the payment of such Redemption Price, the Notes called for
redemption will cease to bear interest and Additional Amounts, if any, and the
only right of the holders of such Notes will be to receive payment of the
Redemption Price.





A-8





(10)  Change of Control
Offer.  Upon the occurrence of a Change of Control Triggering
Event, the Issuer will be required to make an offer to purchase all or any part
(equal to €50,000 and any integral multiple of €1,000 in excess thereof) of the
Notes on the Change of Control Payment Date at a purchase price in cash equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Additional Amounts, if any, to the date of purchase (subject to the right of
holders of record on the relevant Record Date to receive interest due on the
relevant interest payment date).  Holders of Notes that are subject to
an offer to purchase will receive a Change of Control Offer from the Issuer
prior to any related Change of Control Payment Date and may elect to have such
Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” appearing below.





(11)  Limitation on Disposition of
Assets.  In certain circumstances specified in the Indenture,
the Issuer will be required to make an offer (an “Asset Disposition Offer”) to
holders of Notes to purchase a specified amount of such Notes at an offer price
in cash in an amount equal to 100% of the principal amount of such Notes plus
accrued and unpaid interest and Additional Amounts, if any, to the date of
purchase, in accordance with the procedures set forth in the
Indenture.  Holders of Notes that are the subject of an offer to
purchase will receive an Asset Disposition Offer from the Issuer prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled “Option of Holder to Elect Purchase” appearing
below.





(12)  Guarantee.  This
Note is guaranteed by Central European Media Enterprises N.V. and CME Media
Enterprises B.V. pursuant to the Indenture.





(13)    Denominations;
Form.  The Global Notes are in registered global form, without
coupons, in minimum denominations of €50,000 and any integral multiples of
€1,000 in excess thereof.





(14)  Persons Deemed
Owners.  The registered holder of this Note shall be treated as
the owner of it for all purposes, subject to the terms of the
Indenture.





(15)  Unclaimed
Funds.  If funds for the payment of principal, interest,
premium or Additional Amounts remain unclaimed for one year, the Trustee and the
Paying Agents will repay the funds to the Issuer at its written
request.  After that, all liability of the Trustee and such Paying
Agents with respect to such funds shall cease.





(16)  Legal Defeasance and
Covenant Defeasance.  The Issuer may be discharged from its
obligations under the Indenture and the Notes except for certain provisions
thereof (“Legal Defeasance”), and may be discharged from its obligations to
comply with certain covenants contained in the Indenture (“Covenant
Defeasance”), in each case upon satisfaction of certain conditions specified in
the Indenture.





(17)  Amendment; Supplement;
Waiver.  Subject to certain exceptions specified in the
Indenture, the Indenture or the Notes may be amended or supplemented with the
consent of the holders of a majority in principal amount of such Notes then
outstanding, and, subject to certain exceptions, any past default or compliance
with any provisions of the Indenture or the Notes may be waived with the consent
of the holders of a majority in principal amount of such Notes then
outstanding.





A-9





(18)  Restrictive
Covenants.  The Indenture imposes certain covenants that, among
other things, limit the ability of the Issuer and its Restricted Subsidiaries to
incur additional Indebtedness, make certain distributions and Restricted
Payments, create certain Liens, enter into certain transactions with Affiliates
and third parties, make certain Asset Dispositions, engage in Sale/Leaseback
Transactions and consummate certain mergers, consolidations and amalgamations or
sales of all or substantially all assets.  The limitations are subject
to a number of important qualifications and exceptions.  The Issuer
must annually report to the Trustee on compliance with such
limitations.





(19)  Successors.  When
a successor assumes all the obligations of its predecessor under the Notes and
the Indenture in accordance with the terms of the Indenture, the predecessor
will be released from those obligations.





(20)  Defaults and
Remedies.  If an Event of Default (other than an Event of
Default specified in clause (7) of Section 6.1 of the Indenture) occurs and is
continuing, the Trustee by notice to the Issuer or the holders of at least 25%
in principal amount of the outstanding Notes may declare all the Notes to be due
and payable immediately in the manner and with the effect provided in the
Indenture.  Holders of Notes may not enforce the Indenture or the
Notes except as provided in the Indenture.  The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
satisfactory to it.  The Indenture permits, subject to certain
limitations therein provided, holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of
any trust or power.  The Trustee may withhold from holders of the
Notes notice of any continuing Default or Event of Default (except a Default in
payment of principal, premium, interest and Additional Amounts, if any,
including an accelerated payment) if and so long as the Trustee in good faith
determines that withholding such notice is in their interest.





(21)  Trustee Dealings with
Issuer.  The Trustee under the Indenture, in its individual or
any other capacity, may become the owner or pledgee of Notes and may otherwise
deal with the Issuer, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.





(22)  No Recourse Against
Others.  No director, officer, employee, or stockholder of the
Issuer, any Subsidiary Guarantor or any Restricted Subsidiary, as such, shall
have any liability for any obligations of the Issuer, any Subsidiary Guarantor
or any Restricted Subsidiary under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each holder of the Notes by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for
issuance of the Notes.





(23)  Authentication.  This
Note shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Note.





(24)  Abbreviations and Defined
Terms.  Customary abbreviations may be used in the name of a
holder of a Note or an assignee, such as:  TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).  Unless otherwise defined
herein, terms defined in the Indenture are used herein as defined
therein.





A-10





(25)  ISINs and Common
Codes.  The Issuer will cause ISINs and Common Codes to be
printed on the Notes.  No representation is made as to the accuracy of
such numbers as printed on the Notes and reliance may be placed only on the
other identification numbers printed hereon.





(26)  Governing
Law.  The
Indenture and the Notes, and the rights and duties of the parties hereunder and
thereunder, shall be governed by, and construed in accordance with, the laws of
the State of New York, other than as provided in Section 11.9 of the
Indenture.





A-11





SCHEDULE
A





SCHEDULE
OF PRINCIPAL AMOUNT





The
initial principal amount at maturity of this Note shall be
€______.  The following decreases/increases in the principal amount at
maturity of this Note have been made:








Date
      of
              Decrease/
              Increase
            
            Decrease
      in
              Principal
              Amount
      at
              Maturity
            
            Increase
      in
              Principal
              Amount
      at
              Maturity
            
            Total
      Principal
              Amount
      at
              Maturity
              Following
      such
              Decrease/
              Increase
            
            Notation
              Made
      by
              or
      on
              Behalf
      of
              Trustee





A-12





OPTION OF
HOLDER TO ELECT PURCHASE







If you
want to elect to have this Note purchased by the Issuer pursuant to Section 4.9
or Section 4.14 of the Indenture, check the appropriate box:





Section
4.9 [      ] Section 4.14 [      ]





If you
want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.9 or Section 4.14 of the Indenture, state the amount: €





Date:_____________








Your
Signature:________________


(Sign
exactly as your name appears on the other side of this Note)





A-13





EXHIBIT
B


TO THE
INDENTURE





[FORM OF FACE OF DEFINITIVE
NOTE]





THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.





THIS
SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES.  UPON REQUEST, THE COMPANY WILL PROMPTLY
MAKE AVAILABLE TO A HOLDER OF THIS SECURITY INFORMATION REGARDING THE ISSUE
PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS
SECURITY.  HOLDERS SHOULD CONTACT, VICE-PRESIDENT CORPORATE FINANCE,
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., C/O CME DEVELOPMENT CORPORATION, 52
CHARLES STREET, LONDON W1J 5EU, UNITED KINGDOM, TEL: +44 20 7127 5800, FAX: +44
7127 5801.





THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT, TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE U.S. SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE U.S. SECURITIES ACT,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT,
(E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE U.S.  SECURITIES ACT,
SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.





B-1





CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.





Senior
Note due 2016








Common
Code: ________





ISIN:
________








No.____





CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD., a company limited by shares incorporated under
the laws of Bermuda (the “Issuer,” which term includes any successor
corporation), for value received promises to pay The Bank of New York Depositary
(Nominees) Limited or registered assigns upon surrender hereof the principal sum
indicated on Schedule A hereof, on September 15, 2016.





Interest
Payment Dates:  March 15 and September 15, commencing March 15,
2010.





Record
Dates: March 1 and September 1 immediately preceding each Interest Payment
Date.





Reference
is made to the further provisions of this Note contained herein, which will for
all purposes have the same effect as if set forth at this place.





B-2





IN
WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by
facsimile by its duly authorized officer.





CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.as
      IssuerBy:Name:Title:











This is
one of the Notes referred to in the above-mentioned Indenture:


THE BANK
OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH, as Trustee








By:Name:Title:








Dated:





B-3





[FORM OF REVERSE]





CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.





Senior
Note due 2016











(1)  Interest.  CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD., a company limited by shares incorporated under
the laws of Bermuda (the “Issuer”), promises to pay interest on the principal
amount of this Note at the rate of 11.625% per annum.  Interest on
this Note will be payable semi-annually in arrears on March 15 and September 15,
commencing on March 15, 2010.  Interest on this Note will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from and including the Issue Date.





The
Issuer shall pay interest on overdue principal and on overdue installments of
interest and on any Additional Amounts as specified in the
Indenture.  Any interest paid on this Note shall be increased to the
extent necessary to pay Additional Amounts as set forth herein.





(2)  Additional
Amounts.  All payments made by the Issuer or a Subsidiary
Guarantor (each, a “Payor”) under, or with respect to, this Note, or a
Subsidiary Guarantee will be made free and clear of and without withholding or
deduction for or on account of any present or future tax, duty, levy, impost,
assessment or other governmental charge (including penalties, interest and other
liabilities related thereto) (collectively, “Taxes”) unless the Payor is
required to withhold or deduct such Taxes by law or by the official
interpretation or administration thereof. If the Payor is required to withhold
or deduct any amount for or on account of Taxes imposed or levied by or on
behalf of (i) Bermuda, Netherlands, and Netherlands Antilles or any political
subdivision or governmental authority of any thereof or therein having the power
to tax, (ii) any jurisdiction from or through which payment on the Notes or the
Subsidiary Guarantee is made, or any political subdivision or governmental
authority thereof or therein having the power to tax, or (iii) any other
jurisdiction in which a Payor is organized or otherwise considered to be a
resident for tax purposes, or any political subdivision or governmental
authority thereof or therein having the power to tax (any of the aforementioned
being a “Relevant Taxing Jurisdiction”) from any payment made under or with
respect to this Note or any Subsidiary Guarantee, the Payor will pay such
additional amounts (“Additional Amounts”) as may be necessary so that the net
amount received by each holder of this Note (including Additional Amounts) after
such withholding or deduction will not be less than the amount such holder would
have received if such Taxes had not been required to be withheld or
deducted;  provided, however, that the foregoing
obligation to pay Additional Amounts does not apply to:





(1)
            any
      Taxes that would not have been so imposed but for the existence of any
      present or former connection between the relevant holder, including,
      without limitation, such relevant holder being or having been a citizen or
      resident thereof or being or having been present or engaged in a trade or
      business therein or having or having had a permanent establishment therein
      (or between a fiduciary, settler, beneficiary, member or shareholder of,
      or possessor of power over the relevant holder, if the relevant holder is
      an estate, nominee, trust or corporation), and the Relevant Taxing
      Jurisdiction other than a connection resulting from the mere ownership or
      holding of such Note or enforcement of rights thereunder or under the
      Subsidiary Guarantee or the receipt of payments in respect
      thereof;





B-4





(2)
            any
      Taxes that would not have been so imposed if the holder had made a
      declaration of non-residence or any other claim or filing for exemption to
      which it is entitled (provided that (x) such
      declaration of non-residence or other claim or filing for exemption is
      required by the applicable law of the Relevant Taxing Jurisdiction as a
      precondition to exemption from the requirement to deduct or withhold such
      Taxes and (y) at least 30 days prior to the first payment date with
      respect to which such declaration of non-residence or other claim or
      filing for exemption is required under the applicable law of the Relevant
      Taxing Jurisdiction, the relevant holder at that time has been notified
      (in accordance with the procedures set forth in Section 12.1 of the
      Indenture) by the Payor or any other person through whom payment may be
      made that a declaration of non-residence or other claim or filing for
      exemption is required to be made);





(3)
            any
      Note presented for payment (where presentation is required) more than 30
      days after the relevant payment is first made available for payment to the
      holder (except to the extent that the holder would have been entitled to
      Additional Amounts had the Note been presented during such 30 day
      period);





(4)
            any
      Taxes that are payable otherwise than by withholding from a payment of the
      principal of, premium, if any, or interest, on the Notes or under the
      Subsidiary Guarantee;





(5)
            any
      estate, inheritance, gift, sale, transfer, personal property or similar
      tax, assessment or other governmental
charge;





(6)
            any
      withholding or deduction imposed on a payment to an individual and
      required to be made pursuant to the European Union Directive on the
      taxation of savings income (the “Directive”) which was adopted by the
      ECOFIN Council of the European Union (the Council of EU finance and
      economic ministers) on June 3, 2003 or any law implementing or complying
      with, or introduced in order to conform to, the Directive;
    or





(7)
            any
      Taxes which could have been avoided by the presentation (where
      presentation is required) of the relevant Note to another Paying Agent in
      a member state of the European
Union.





Such
Additional Amounts will also not be payable where, had the beneficial owner of
the Note been the holder of the Note, it would not have been entitled to payment
of Additional Amounts by reason of any of clauses (1) to (7) inclusive
above.





Upon
request, the Issuer will provide the Trustee with documentation satisfactory to
the Trustee evidencing the payment of Additional Amounts. Copies of such
documentation will be made available to the holders of the Notes upon
request.





(3)  Method of
Payment.  The Issuer shall pay interest on this Note (except
defaulted interest) to the Person in whose name this Note is registered at the
close of business on the Record Date for such interest.  Holders of
Notes must surrender Notes to a Paying Agent to collect principal
payments.  The Issuer shall pay principal and interest in
euro.  Immediately available funds for the payment of the principal
of, premium, if any, interest and Additional Amounts, if any, on this Note due
on any interest payment date, Maturity Date, Redemption Date or other repurchase
date will be made available to the Paying Agent prior to 12.00 p.m. London time
on the Business Day immediately preceding each interest payment date and the
Maturity Date to permit the Paying Agent to pay such funds to the holders on
such respective dates.





B-5





(4)  Paying Agent.  Initially,
The Bank of New YorkMellon, acting through
its London Branch, will act as Principal Paying Agent.  In the event
that a Paying Agent or Transfer Agent is replaced, the Issuer will publish such
notice thereof if and so long as the Notes are Global Notes and are listed on
the Luxembourg Stock Exchange and the rules of such stock exchange shall so
require, in a newspaper having a general circulation in The Grand Duchy of
Luxembourg (which is expected to be the d’Wort) or on the website of
the Luxembourg Stock Exchange at www.bourse.lu, and (in the case of Definitive
Notes), in addition to such publication, mail such notice by first-class mail to
each holder’s registered address.  The Issuer or any of its
Subsidiaries may act as Paying Agent or Registrar for this Note.





(5)  Indenture.  The
Issuer issued the Notes under an Indenture, dated as of September 17, 2009 (the
“Indenture”), among the Issuer, the Subsidiary Guarantors, The Bank of New York
Mellon, acting through its London Branch, as Trustee, The Bank of New York
Mellon, acting through its London Branch, as Transfer Agent and Principal Paying
Agent, The Law Debenture Trust Corporation p.l.c., as Security Trustee, and The
Bank of New York Mellon (Luxembourg) S.A. as Registrar, Luxembourg Transfer
Agent and Luxembourg Paying Agent.  This Note is one of a duly
authorized issue of Notes of the Issuer designated as its Senior Notes due 2016
(the “Notes”).  The terms of the Notes include those stated in the
Indenture.  Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and holders of the Notes are referred to the
Indenture for a statement of them.  The Notes are general obligations
of the Issuer.  The Notes are not limited in aggregate principal
amount and Additional Notes may be issued from time to time under the Indenture,
in each case subject to the terms of the Indenture.  Each holder of
the Notes, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to
time.





(6)  Ranking.  The
Notes will be general, senior secured obligations of the Issuer.  In
addition, the Notes have the benefit of the senior secured Guarantees of the
Issuer and certain of its Subsidiaries.





(7)  Optional
Redemption.  On and after September 15, 2013, the issuer may
redeem all or, from time to time, a part of the Notes upon not less than 30 nor
more than 60 days’ notice, at the following redemption prices (expressed as a
percentage of principal amount) plus accrued and unpaid interest on the Notes,
if any, to the applicable redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the periods indicated
below:







Year
            
            NotesSeptember
      15, 2013 to September 14, 2014
            
            
            105.813
            %September
      15, 2014 to September 14, 2015
            
            
            102.906
            %September
      15, 2015 and thereafter
            
            
            100.000
            %




B-6





In
addition, at any time prior to September 15, 2012, the Issuer may on any one or
more occasions redeem up to 35% of the original principal amount of the Notes
with the Net Cash Proceeds of one or more Public Equity Offerings subsequent to
the Issue Date at a redemption price of 111.625% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided that (a) at least
65% of the original principal amount of the Notes remains outstanding after each
such redemption; and (b) the redemption occurs within 90 days after the closing
of such Public Equity Offering and must be made in accordance with the terms of
the Indenture.





In
addition, prior to September 15, 2013, the Issuer may redeem all or, from time
to time, a part of the fixed rate notes of any series upon not less than 30 nor
more than 60 days’ notice at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Fixed Rate Premium and accrued and unpaid
interest to, but not including, the applicable redemption date. Any such
redemption and notice may, at the Issuer’s discretion, be subject to the
satisfaction of one or more conditions precedent.





“Applicable
Fixed Rate Premium” means with respect to any fixed rate note on any redemption
date prior to September 15, 2013, the greater of (A) 1% of the principal amount
of such fixed rate note and (B):





the
excess of:





(1)
            the
      present value at such redemption date of (i) the redemption price of such
      fixed rate note at September 15, 2013 (such redemption price (expressed in
      percentage of principal amount) being set forth in the table above under
      the first paragraph of this section), plus (ii) all required interest
      payments due on such fixed rate note to and including September 15, 2013
      (including accrued but unpaid interest), computed upon the redemption date
      using a discount rate equal to the Bund Rate at such redemption date plus
      50 basis points; over





(2)
            the
      outstanding principal amount of such fixed rate note, as calculated by the
      Issuer or on behalf of the Issuer by such Person as the Issuer shall
      designate.





“Bund
Rate” means, with respect to any relevant date, the rate per annum equal to
theequivalent
yield to maturity as of such date of the Comparable German Bund Issue, assuming
a pricefor the
Comparable German Bund Issue (expressed as a percentage of its principal amount)
equal tothe
Comparable German Bund Price for such relevant date, where:





(a)
“Comparable German Bund Issue” means the German Bundesanleihe security selected
byany
Reference German Bund Dealer as having a fixed maturity most nearly equal to
theperiod from
such redemption date to September 15, 2013, and that would be utilized at the
timeof
selection and in accordance with customary financial practice, in pricing new
issues ofeuro-denominated
corporate debt securities in a principal amount approximately equal tothe then
outstanding principal amount of the notes and of a maturity most nearly
equalto
September 15, 2013; provided, however, that, if the period from such redemption
date toSeptember 15,
2013, is less than one year, a fixed maturity of one year shall be
used;





B-7





(b)
“Comparable German Bund Price” means, with respect to any relevant date, the
averageof all
Reference German Bund Dealer Quotations for such date (which, in any event,must include
at least two such quotations), after excluding the highest and lowest suchReference
German Bund Dealer Quotations, or if the Issuer obtains fewer than foursuch
Reference German Bund Dealer Quotations, the average of all such
quotations;





(c)
“Reference German Bund Dealer” means any dealer of German Bundesanleihe
securitiesappointed by
the Issuer in consultation with the Trustee; and





(d)
“Reference German Bund Dealer Quotations” means, with respect to each
ReferenceGerman Bund
Dealer and any relevant date, the average as determined by the Issuer ofthe bid and
offered prices for the Comparable German Bund Issue (expressed in eachcase as a
percentage of its principal amount) quoted in writing to the Issuer by suchReference
German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time on the thirdbusiness day
in Frankfurt preceding the relevant date.





(8)      Special Tax
Redemption.  The Notes may be redeemed, at the option of the
Issuer, in whole but not in part, at any time, upon giving not less than 30 nor
more than 60 days’ notice to the date fixed by the Issuer for Redemption (a “Tax
Redemption Date”) to each holder of the Notes (which notice will be
irrevocable), at a price equal to 100% of the aggregate principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date, and Additional Amounts, if any (the “Redemption Price”), which otherwise
would be payable, if the Issuer, with respect to the Notes, and a Subsidiary
Guarantor, with respect to a Subsidiary Guarantee, is, or on the next interest
payment date in respect of the Notes, would be, required to pay Additional
Amounts in respect of any Note pursuant to the terms and conditions thereof
which obligation cannot be avoided by the taking of reasonable measures
available to it as a result of (i) any change in, or amendment to, the law or
treaties (or any regulations or rulings promulgated thereunder) of a Relevant
Taxing Jurisdiction affecting taxation or (ii) any amendment to or change in
position regarding the application, administration or interpretation of such
laws, treaties, regulations or rulings (including a holding, judgment or order
by a court of competent jurisdiction)(each of the foregoing clauses (i) and
(ii), a “Change in Tax Law” which becomes effective on or after the Issue Date;
provided, however, that
no such notice of redemption will be given (a) earlier than 90 days prior to the
earliest date on which the Payor would be obliged to make such payment or
withholding if a payment in respect of the Notes or the Subsidiary Guarantee
were then due and (b) unless at the time such notice is given, such obligation
to pay such Additional Amounts remains in effect.





(9)      Notice of
Redemption.  Notice of redemption will be given at least 30
days but not more than 60 days before the Redemption Date, or Tax Redemption
Date, as the case may be in accordance with Section 12.1 of the Indenture and,
in the event the Notes are in the form of Definitive Notes, by mailing
first-class mail, with a copy to the Trustee, postage prepaid, to each holder’s
respective address as it appears on the registration books of the
Registrar.





Notes in
denominations of €50,000 may be redeemed only in whole.  The Trustee
may select for redemption portions (equal to €50,000 and any integral multiple
of €1,000 in excess thereof) of the principal of Notes that have denominations
larger than €50,000.





B-8





Except as
set forth in the Indenture, from and after any Redemption Date, if monies for
the redemption of the Notes called for redemption shall have been deposited with
the Paying Agent for redemption on such Redemption Date, then, unless the Issuer
defaults in the payment of such Redemption Price, the Notes called for
redemption will cease to bear interest and Additional Amounts, if any, and the
only right of the holders of such Notes will be to receive payment of the
Redemption Price.





(10)  Change of Control
Offer.  Upon the occurrence of a Change of Control Triggering
Event, the Issuer will be required to make an offer to purchase all or any part
(equal to €50,000 and any integral multiple of €1,000 in excess thereof) of the
Notes on the Change of Control Payment Date at a purchase price in cash equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Additional Amounts, if any, to the date of purchase (subject to the right of
holders of record on the relevant Record Date to receive interest due on the
relevant interest payment date).  Holders of Notes that are subject to
an offer to purchase will receive a Change of Control Offer from the Issuer
prior to any related Change of Control Payment Date and may elect to have such
Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” appearing below.





(11)  Limitation on Disposition of
Assets.  In certain circumstances specified in the Indenture,
the Issuer will be required to make an offer (an “Asset Disposition Offer”) to
holders of Notes to purchase a specified amount of such Notes at an offer price
in cash in an amount equal to 100% of the principal amount of such Notes plus
accrued and unpaid interest and Additional Amounts, if any, to the date of
purchase, in accordance with the procedures set forth in the
Indenture.  Holders of Notes that are the subject of an offer to
purchase will receive an Asset Disposition Offer from the Issuer prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled “Option of Holder to Elect Purchase” appearing
below.





(12)  Guarantee.  This
Note is guaranteed by Central European Media Enterprises N.V. and CME Media
Enterprises B.V. pursuant to the Indenture.





(13)  Denominations;
Form.  The Global Notes are in registered global form, without
coupons, in minimum denominations of €50,000 and any integral multiples of
€1,000 in excess thereof.





(14)  Persons Deemed
Owners.  The registered holder of this Note shall be treated as
the owner of it for all purposes, subject to the terms of the
Indenture.





(15)  Unclaimed
Funds.  If funds for the payment of principal, interest,
premium or Additional Amounts remain unclaimed for one year, the Trustee and the
Paying Agents will repay the funds to the Issuer at its written
request.  After that, all liability of the Trustee and such Paying
Agents with respect to such funds shall cease.





(16)  Legal Defeasance and
Covenant Defeasance.  The Issuer may be discharged from its
obligations under the Indenture and the Notes except for certain provisions
thereof (“Legal Defeasance”), and may be discharged from its obligations to
comply with certain covenants contained in the Indenture (“Covenant
Defeasance”), in each case upon satisfaction of certain conditions specified in
the Indenture.





(17)  Amendment; Supplement;
Waiver.  Subject to certain exceptions specified in the
Indenture, the Indenture or the Notes may be amended or supplemented with the
consent of the holders of a majority in principal amount of such Notes then
outstanding, and, subject to certain exceptions, any past default or compliance
with any provisions of the Indenture or the Notes may be waived with the consent
of the holders of a majority in principal amount of such Notes then
outstanding.





B-9





(18)  Restrictive
Covenants.  The Indenture imposes certain covenants that, among
other things, limit the ability of the Issuer and its Restricted Subsidiaries to
incur additional Indebtedness, make certain distributions and Restricted
Payments, create certain Liens, enter into certain transactions with Affiliates
and third parties, make certain Asset Dispositions, engage in Sale/Leaseback
Transactions and consummate certain mergers, consolidations and amalgamations or
sales of all or substantially all assets.  The limitations are subject
to a number of important qualifications and exceptions.  The Issuer
must annually report to the Trustee on compliance with such
limitations.





(19)  Successors.  When
a successor assumes all the obligations of its predecessor under the Notes and
the Indenture in accordance with the terms of the Indenture, the predecessor
will be released from those obligations.





(20)  Defaults and
Remedies.  If an Event of Default (other than an Event of
Default specified in clause (7) of Section 6.1 of the Indenture) occurs and is
continuing, the Trustee by notice to the Issuer or the holders of at least 25%
in principal amount of the outstanding Notes may declare all the Notes to be due
and payable immediately in the manner and with the effect provided in the
Indenture.  Holders of Notes may not enforce the Indenture or the
Notes except as provided in the Indenture.  The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
satisfactory to it.  The Indenture permits, subject to certain
limitations therein provided, holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of
any trust or power.  The Trustee may withhold from holders of the
Notes notice of any continuing Default or Event of Default (except a Default in
payment of principal, premium, interest and Additional Amounts, if any,
including an accelerated payment) if and so long as the Trustee in good faith
determines that withholding such notice is in their interest.





(21)  Trustee Dealings with
Issuer.  The Trustee under the Indenture, in its individual or
any other capacity, may become the owner or pledgee of Notes and may otherwise
deal with the Issuer, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.





(22)  No Recourse Against
Others.  No director, officer, employee, or stockholder of the
Issuer, any Subsidiary Guarantor or any Restricted Subsidiary, as such, shall
have any liability for any obligations of the Issuer, any Subsidiary Guarantor
or any Restricted Subsidiary under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each holder of the Notes by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for
issuance of the Notes.





(23)  Authentication.  This
Note shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Note.





(24)  Abbreviations and Defined
Terms.  Customary abbreviations may be used in the name of a
holder of a Note or an assignee, such as:  TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).  Unless otherwise defined
herein, terms defined in the Indenture are used herein as defined
therein.





B-10





(25)  ISINs and Common
Codes.  The Issuer will cause ISINs and Common Codes to be
printed on the Notes.  No representation is made as to the accuracy of
such numbers as printed on the Notes and reliance may be placed only on the
other identification numbers printed hereon.





(26)  Governing
Law.  The
Indenture and the Notes, and the rights and duties of the parties hereunder and
thereunder, shall be governed by, and construed in accordance with, the laws of
the State of New York, other than as provided in Section 11.9 of the
Indenture.





B-11





___________________________________________________________





ASSIGNMENT
FORM











To assign
this Note fill in the form below:





I or we
assign and transfer this Note to











(Print
or type assignee’s name, address and zip code)





(Insert
assignee’s social security or tax I.D. No.)











and
irrevocably
appoint                          agent
to transfer this Note on the books of the Issuer.


The agent
may substitute another to act for him.














Date:
_____________  Your Signature: ______________________





Sign
exactly as your name appears on the other side of this Note.





B-12





SCHEDULE
A





SCHEDULE
OF PRINCIPAL AMOUNT





The
initial principal amount at maturity of this Note shall be
€______.  The following decreases/increases in the principal amount at
maturity of this Note have been made:








Date
      of
              Decrease/
              Increase
            
            Decrease
      in
              Principal
              Amount
      at
              Maturity
            
            Increase
      in
              Principal
              Amount
      at
              Maturity
            
            Total
      Principal
              Amount
      at
              Maturity
              Following
      such
              Decrease/
              Increase
            
            Notation
              Made
      by
              or
      on
              Behalf
      of
              Trustee





B-13





OPTION OF
HOLDER TO ELECT PURCHASE











If you
want to elect to have this Note purchased by the Issuer pursuant to Section 4.9
or Section 4.14 of the Indenture, check the appropriate box:





Section
4.9 [      ] Section 4.14 [      ]





If you
want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.9 or Section 4.14 of the Indenture, state the amount: €





Date:_____________




Your
Signature:___________________


(Sign
exactly as your name appears on the other side of this Note)





B-14





EXHIBIT
C


TO THE
INDENTURE











FORM OF
TRANSFER CERTIFICATE FOR TRANSFER FROM


U.S.
GLOBAL NOTE TO INTERNATIONAL GLOBAL NOTE


(Transfers
pursuant to Section 2.7(b) of the Indenture)








CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.


c/o The
Bank of New York Mellon, acting through its London Branch


One
Canada Square


London  E14
5AL











RE:
            Senior
      Notes due 2016


(the
      “Notes”) of Central European Media Enterprises
  Ltd.





Reference
is hereby made to the Indenture dated as of September 17, 2009 (the “Indenture”)
between Central European Media Enterprises Ltd., Central European Media
Enterprises N.V., CME Media Enterprises B.V. and The Bank of New York Mellon,
acting through its London Branch, as Trustee, The Bank of New York Mellon,
acting through its London Branch, as Transfer Agent and Principal Paying Agent,
The Law Debenture Trust Corporation p.l.c., as Security Trustee, and The Bank of
New York Mellon (Luxembourg) S.A., as Registrar, Luxembourg Transfer Agent and
Luxembourg Paying Agent.  Capitalized terms used but not defined
herein shall have the meanings given them in the Indenture.





This
letter relates to €_________ (equal to €50,000 and any integral multiple of
€1,000 in excess thereof) principal amount of Notes beneficially held through
interests in the U.S. Global Notes (ISIN XS0452169427; Common Code 045216942)
with Euroclear and Clearstream Banking in the name of ________(the
“Transferor”), account number ________.  The Transferor hereby
requests that on [INSERT
DATE], the beneficial
interest in the U.S. Global Note be transferred or exchanged for an interest in
the International Note (ISIN XS0452168536; Common Code 045216853) in the same
principal denomination and transfer to _________ (account no.
________).  If this is a partial transfer, a minimum amount of €50,000
and any integral multiple of €1,000 in excess thereof of the U.S. Global Note
will remain outstanding.





In
connection with such request and in respect of such Notes, the Transferor does
hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Indenture and the Notes and pursuant to
and in accordance with Rule 903 or 904 of Regulation S under the Securities Act,
and accordingly the Transferor further certifies that:





(A)
            (1)
            the
      offer of the Notes was not made to a person in the United
      States;





(2)
            either
      (a) at the time the buy order was originated, the transferee was outside
      the United States or we and any person acting on our behalf reasonably
      believed that the transferee was outside the United States or
      (b)  the transaction was executed in, on or through the
      facilities of a designated offshore securities market and neither the
      Transferor nor any person acting on our behalf knows that the transaction
      was prearranged with a buyer in the United
  States,





C-1





(3)
            no
      directed selling efforts have been made in contravention of the
      requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
      and





(4)
            the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Securities Act.





OR





(B)           such
transfer is being made in accordance with Rule 144 under the Securities
Act.





C-2





This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer.  Terms used in this certificate and not
otherwise defined in the Indenture have the meanings set forth in Regulation S
under the Securities Act.





Dated:  _____________





[Name of Transferor]By:Name:Title:Telephone
      No.:








Please
      print name and address (including postal code)





C-3





EXHIBIT
D


TO THE
INDENTURE





FORM OF
TRANSFER CERTIFICATE FOR TRANSFER FROM


INTERNATIONAL
GLOBAL NOTE TO U.S. GLOBAL NOTE


(Transfers
pursuant to Section 2.7(c) of the Indenture)








CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.


c/o The
Bank of New York Mellon, acting through its London Branch


One
Canada Square


London  E14
5AL








RE:
            Senior
      Notes due 2016


(the
      “Notes”) of Central European Media Enterprises
  Ltd.





Reference
is hereby made to the Indenture dated as of September 17, 2009 (the “Indenture”)
between Central European Media Enterprises Ltd., Central European Media
Enterprises N.V., CME Media Enterprises B.V. and The Bank of New York Mellon,
acting through its London Branch, as Trustee, The Bank of New York Mellon,
acting through its London Branch, as Transfer Agent and Principal Paying Agent,
The Law Debenture Trust Corporation p.l.c., as Security Trustee, and The Bank of
New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent, Registrar and
Luxembourg Paying Agent.  Capitalized terms used but not defined
herein shall have the meanings given them in the Indenture.





This
letter relates to €__________ (equal to €50,000 and any integral multiple of
€1,000 in excess thereof ) principal amount of Notes beneficially held through
interests in the International Global Note (ISIN XS0452168536; Common Code
045216853) with Euroclear and Clearstream Banking in the name of _______________
(the “Transferor”), account number _________ .  The Transferor hereby
requests that on [INSERT
DATE], the beneficial
interest in the International Global Note be transferred or exchanged for an
interest in the U.S. Global Note (ISIN XS0452169427; Common Code 045216942) in
the same principal denomination and transfer to ______________ (account no.
________).  If this is a partial transfer, a minimum of €50,000 and
any integral multiple of €1,000 in excess thereof of the International Global
Note will remain outstanding.





In
connection with such request, and in respect of such Notes, the Transferor does
hereby certify that such Notes are being transferred in accordance with Rule
144A under the Securities Act to a transferee that the Transferor reasonably
believes is purchasing the Notes for its own account or an account with respect
to which the transferee exercises sole investment discretion and the transferee
and any such account is a “qualified institutional buyer” within the meaning of
Rule 144A, in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United
States or any other jurisdiction.





D-1





This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer.





Dated:_______________




[Name of Transferor]By:Name:Title:Telephone
      No.:
 
 
 Please
      print name and address (including postal code)


D-2




EXHIBIT
      ETO
      THE INDENTURE








FORM OF SUPPLEMENTAL
INDENTURE





This
Supplemental Indenture, dated as of [__________] (this “Supplemental
Indenture” or “Subsidiary Guarantee”), among [name of additional Subsidiary
Guarantor] (the
“Additional Subsidiary Guarantor”), Central European Media Enterprises Ltd.
(together with its successors and assigns, the “Issuer”), Central European Media
Enterprises N.V. (“CME NV”), CME Media Enterprises B.V. (“CME BV” and, together
with CME NV, the “Subsidiary Guarantors”) and each other then existing
Subsidiary Guarantor under the Indenture referred to below, The Bank of New York
Mellon, acting through its London Branch, as Trustee, The Bank of New York
Mellon, acting through its London Branch, as Transfer Agent and Principal Paying
Agent, The Law Debenture Trust Corporation p.l.c., as Security Trustee, and The
Bank of New York Mellon (Luxembourg) S.A. as Registrar, Luxembourg Transfer
Agent and Luxembourg Paying Agent under the Indenture referred to
below.








W I T N E
S S E T H:





WHEREAS,
the Issuer, the Subsidiary Guarantors and the Trustee and the other parties
thereto have heretofore executed and delivered an Indenture, dated as of
September 17, 2009 (as amended, supplemented, waived or otherwise modified, the
“Indenture”), providing for the issuance Senior Notes due 2016 of the Issuer
(the “Notes”);





WHEREAS,
pursuant to Section 9.1 of the Indenture, the Issuer, the Subsidiary Guarantors
and the Trustee are authorized to execute and deliver this Supplemental
Indenture to amend the Indenture, without the consent of any holder of the
Notes, to add guarantees with respect to the Notes;





WHEREAS,
each party hereto has duly authorized the execution and delivery of this
Supplemental Indenture and has done all things necessary to make this
Supplemental Indenture a valid agreement in accordance with its
terms;





NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Additional
Subsidiary Guarantor, the Issuer, the Subsidiary Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the holders of
the Notes as follows:





E-1





ARTICLE
I





Definitions





SECTION
1.1.  Defined
Terms.  As used in this Supplemental Indenture, terms defined
in the Indenture or in the preamble or recital hereto are used herein as therein
defined, except that the term “holders” in this Note
Guarantee shall refer to the holders of the Notes and the Trustee acting on
behalf or for the benefit of such holders.  The words “herein,”
“hereof” and “hereby” and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.





ARTICLE
II





[Agreement to be Bound;
Subsidiary Guarantee





SECTION
2.1.  Agreement to be
Bound.  The Additional Subsidiary Guarantor hereby becomes a
party to the Indenture as a Subsidiary Guarantor and as such will have all of
the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture.  The Additional Subsidiary
Guarantor agrees to be bound by all of the provisions of the Indenture
applicable to a Subsidiary Guarantor and to perform all of the obligations and
agreements of a Subsidiary Guarantor under the Indenture.





SECTION
2.2.  Subsidiary
Guarantee.  Subject to the terms of the Indenture, the
Additional Subsidiary Guarantor hereby fully, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, jointly and severally
with each other Subsidiary Guarantor, to each holder of the Notes and the
Trustee, the full and punctual payment when due, whether at maturity, by
acceleration, by redemption or otherwise, of the Issuer’s Obligations under the
Indenture and the Notes, including the payment of principal, premium, if any,
interest and Additional Amounts, if any, on the Notes, pursuant to Article 10 of
the Indenture on a senior secured basis.]





ARTICLE
III





Miscellaneous





SECTION
3.1.  Notices.  All
notices and other communications to the Additional Subsidiary Guarantor shall be
given as provided in the Indenture to the Additional Subsidiary Guarantor, at
its address set forth below, with a copy to the Issuer as provided in the
Indenture for notices to the Issuer.





SECTION
3.2.  Parties.  Nothing
expressed or mentioned herein is intended or shall be construed to give any
Person, firm or corporation, other than the holders of the Notes and the
Trustee, any legal or equitable right, remedy or claim under or in respect of
this Supplemental Indenture or the Indenture or any provision herein or therein
contained.





SECTION
3.3.  Governing
Law.  This Supplemental Indenture shall be governed by the laws
of the State of New York.





SECTION
3.4.  Severability
Clause.  In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.





SECTION
3.5.  Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.  The Trustee makes
no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture.





SECTION
3.6  Counterparts.  The
parties hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same
agreement.





SECTION
3.7.  Headings.  The
headings of the Articles and the sections in this Supplemental Indenture are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.





SECTION
3.8.  Successors.  All
covenants and agreements in this Supplemental Indenture by the parties hereto
shall bind their successors and assigns, whether so expressed or
not.





E-2





IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written.





[ADDITIONAL  GUARANTOR],as
      a Subsidiary GuarantorBy:Name:Title:Signed
      for and on behalf of,THE BANK OF NEW YORK
      MELLON, ACTING THROUGH ITS LONDON BRANCH, as
  TrusteeBy:Name:Title:CENTRAL EUROPEAN MEDIA
      ENTERPRISES LTD.,as IssuerBy:Name:Title:CENTRAL EUROPEAN MEDIA
      ENTERPRISES N.V.,as Subsidiary GuarantorBy:Name:Title:CME
      MEDIA ENTERPRISES B.V., as Subsidiary GuarantorBy:Name:Title:





E-3




Signed
      for and on behalf of,THE BANK OF NEW
      YORK MELLON, ACTING THROUGH ITS LONDON BRANCH,as Transfer
      Agent and Principal Paying AgentBy:Name:Title:THE
      LAW DEBENTURE TRUST CORPORATION p.l.c.,as Security
      TrusteeBy:Name:Title:Signed
      for and on behalf of,THE BANK OF NEW YORK
      MELLON (LUXEMBOURG) S.A.,as Registrar, Luxembourg Transfer Agent
      and Luxembourg Paying AgentBy:Name:Title:[Other
      Subsidiary Guarantors]By:Name:Title:







E-4