Central
      European Media Enterprises Ltd.





2,200,000 **** Shares
      of
      Class A Common Stock





Underwriting
      Agreement





March 23 ,
      2006





J.P.
      Morgan Securities Ltd.


125
      London Wall


London
      EC2Y 5AJ





Lehman
      Brothers Inc.


745
      Seventh Avenue


New
      York,
      NY 10019





ING
      Bank
      N.V. London Branch


60
      London
      Wall


London,
      EC2M 5TQ





Česká
      spořitelna, a.s.


Olbrachtova
      1929/62


140
      00


Prague
      4





Ladies
      and Gentlemen:





Central
      European Media Enterprises Ltd. a company organized under the laws of Bermuda
      (the “Company”), proposes to issue and sell to the several Underwriters listed
      in Schedule 1 hereto (the “Underwriters”), for whom you are acting as
      representatives (the “Representatives”), an aggregate of 2,200,000 **** shares
      of
      Class A Common Stock, par value $0.08 per share, of the Company (the
“Underwritten Shares”) and, at the option of the Underwriters, up to an
      additional 330,000 shares of Class A Common Stock of the Company (the “Option
      Shares”). The Underwritten Shares and the Option Shares are herein referred to
      as the “Shares”. The shares of Class A Common Stock of the Company to be issued
      and outstanding after giving effect to the sale of the Shares are herein
      referred to as the “Stock”.





The
      Company hereby confirms its agreement with the several Underwriters concerning
      the purchase and sale of the Shares, as follows:





1.  Registration
      Statement. The Company has prepared and filed with the Securities and
      Exchange Commission (the “Commission”) under the Securities Act of 1933, as
      amended, and the rules and regulations of the Commission thereunder
      (collectively, the “Securities Act”), a registration statement (File No.
      333-132448) including a prospectus, relating to the Shares. Such registration
      statement, including the information, if any, deemed pursuant to Rule 430A,
      430B
      or 430C under the Securities Act to be part of the registration statement at
      the
      time of its effectiveness (“Rule 430 Information”), is referred to herein as the
“Registration Statement”; and as used herein, the term “Preliminary Prospectus”
means the prospectus included in the Registration Statement at the time of
      its
      effectiveness that omits Rule 430 Information, and the term “Prospectus” means
      the final prospectus as filed with the Commission pursuant to Rule 424(b).
      Any
      reference in this Agreement to the Registration Statement, any Preliminary
      Prospectus or the Prospectus shall be deemed to refer to and include the
      documents incorporated by reference therein pursuant to Item 12 of Form S-3
      under the Securities Act, as of the effective date of the Registration Statement
      or the date of such Preliminary Prospectus or the Prospectus, as the case may
      be
      and any reference to “amend”, “amendment” or “supplement” with respect to the
      Registration Statement, any Preliminary Prospectus or the Prospectus shall
      be
      deemed to refer to and include any documents filed after such date under the
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      of
      the Commission thereunder (collectively, the “Exchange Act”) that are deemed to
      be incorporated by reference therein. Capitalized terms used but not defined
      herein shall have the meanings given to such terms in the Registration Statement
      and the Prospectus.


2


The
      Company has prepared and obtained the approval by the Czech Securities
      Commission (the “Czech Commission”) of a prospectus relating to the offering of
      the Shares (the “Czech Prospectus”), pursuant to Act No. 256/2004 Coll. on
      Conducting Business on the Capital Markets, as amended.





At
      or
      prior to the time when sales of the Shares were first made (the “Time of Sale”),
      the Company had prepared the following information (collectively with the number
      of shares and share price set forth on Exhibit B the “Time of Sale
      Information”): a Preliminary Prospectus dated March 15, 2006, and each
“free-writing prospectus” (as defined pursuant to Rule 405 under the Securities
      Act) listed on Exhibit B hereto.





2.  Purchase
      of the Shares by the Underwriters. The Company agrees to issue and sell the
      Shares to the several Underwriters as provided in this Agreement, and each
      Underwriter, on the basis of the representations, warranties and agreements
      set
      forth herein and subject to the conditions set forth herein, agrees, severally
      and not jointly, to purchase from the Company the respective number of
      Underwritten Shares set forth opposite such Underwriter's name in Schedule
      1
      hereto at a price per share the “Purchase Price” of $66.92.





In
      addition, the Company agrees to issue and sell the Option Shares to the several
      Underwriters as provided in this Agreement, and the Underwriters, on the basis
      of the representations, warranties and agreements set forth herein and subject
      to the conditions set forth herein, shall have the option to purchase, severally
      and not jointly, from the Company the Option Shares at the Purchase
      Price.





If
      any
      Option Shares are to be purchased, the number of Option Shares to be purchased
      by each Underwriter shall be the number of Option Shares which bears the same
      ratio to the aggregate number of Option Shares being purchased as the number
      of
      Underwritten Shares set forth opposite the name of such Underwriter in Schedule
      1 hereto (or such number increased as set forth in Section 9 hereof) bears
      to
      the aggregate number of Underwritten Shares being purchased from the Company
      by
      the several Underwriters, subject, however, to such adjustments to eliminate
      any
      fractional Shares as the Representatives in their sole discretion shall
      make.





The
      Underwriters may exercise the option to purchase the Option Shares at any time
      in whole, or from time to time in part, on or before the thirtieth day following
      the date of this Agreement, by written notice from the Representatives to the
      Company. Such notice shall set forth the aggregate number of Option Shares
      as to
      which the option is being exercised and the date and time when the Option Shares
      are to be delivered and paid for which may be the same date and time as the
      Closing Date (as hereinafter defined) but shall not be earlier than the Closing
      Date nor later than the tenth full business day (as hereinafter defined) after
      the date of such notice (unless such time and date are postponed in accordance
      with the provisions of Section 10 hereof). Any such notice shall be given at
      least two Business Days prior to the date and time of delivery specified
      therein.


3


(b)  The
      Company understands that the Underwriters intend to make a public offering
      of
      the Shares in the United States as soon after the effectiveness of this
      Agreement as in the judgment of the Representatives is advisable, and initially
      to offer the Shares on the terms set forth in the Prospectus. The Company
      acknowledges and agrees that the Underwriters may offer and sell Shares to
      or
      through any affiliate of an Underwriter and that any such affiliate may offer
      and sell Shares purchased by it to or through any Underwriter.





(c)  Payment
      for the Shares shall be made by wire transfer in immediately available funds
      to
      the account specified by the Company to the Representatives in the case of
      the
      Underwritten Shares, at the offices of Simpson Thacher & Bartlett LLP no
      later than 10:00 a.m. **** New
      York
      City time on March 28, 2006, or at such other time or place on the same or
      such
      other date, not later than the fifth business day thereafter, as the
      Representatives and the Company may agree upon in writing or, in the case of
      the
      Option Shares, on the date and at the time and place specified by the
      Representatives in the written notice of the Underwriters’ election to purchase
      such Option Shares. The time and date of such payment for the Underwritten
      Shares is referred to herein as the “Closing Date” and the time and date for
      such payment for the Option Shares, if other than the Closing Date, are herein
      referred to as the “Additional Closing Date”.





Payment
      for the Shares to be purchased on the Closing Date or the Additional Closing
      Date, as the case may be, shall be made against delivery to the Representatives
      for the respective accounts of the several Underwriters of the Shares to be
      purchased on such date in definitive form registered in such names and in such
      denominations as the Representatives shall request in writing not later than
      two
      full business days prior to the Closing Date or the Additional Closing Date,
      as
      the case may be, with any transfer taxes payable in connection with the sale
      of
      the Shares duly paid by the Company. The certificates for the Shares will be
      made available for inspection and packaging by the Representatives at the office
      of J.P. Morgan Securities Ltd. set forth above not later than 1:00 P.M., New
      York City time, on the business day prior to the Closing Date or the Additional
      Closing Date, as the case may be.





(d) 
      The Company acknowledges and agrees that the Underwriters are acting solely
      in
      the capacity of an arm's length contractual counterparty to the Company with
      respect to the offering of Shares contemplated hereby (including in connection
      with determining the terms of the offering) and not as a financial advisor
      or a
      fiduciary to, or an agent of, the Company or any other person. Additionally,
      neither the Representatives nor any other Underwriter is advising the Company
      or
      any other person as to any legal, tax, investment, accounting or regulatory
      matters in any jurisdiction. The Company shall consult with its own advisors
      concerning such matters and shall be responsible for making its own independent
      investigation and appraisal of the transactions contemplated hereby, and the
      Underwriters shall have no responsibility or liability to the Company with
      respect thereto. Any review by the Underwriters of the Company, the transactions
      contemplated hereby or other matters relating to such transactions will be
      performed solely for the benefit of the Underwriters and shall not be on behalf
      of the Company.


4




3.  Representations
      and Warranties of the Company. The Company represents and warrants to each
      Underwriter that:





(a)  *Preliminary
      Prospectus* .
      No
      order preventing or suspending the use of any Preliminary Prospectus has been
      issued by the Commission, and each Preliminary Prospectus, at the time of filing
      thereof, complied in all material respects with the Securities Act and did
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; provided that the Company makes no representation and warranty
      with
      respect to any statements or omissions made in reliance upon and in conformity
      with information relating to any Underwriter furnished to the Company in writing
      by such Underwriter through the Representatives expressly for use in any
      Preliminary Prospectus.





(b)  *Time
      of Sale Information* .
      The
      Time of Sale Information, at the Time of Sale did not, and at the Closing Date
      and as of the Additional Closing Date, as the case may be, will not, contain
      any
      untrue statement of a material fact or omit to state a material fact necessary
      in order to make the statements therein, in the light of the circumstances
      under
      which they were made, not misleading; provided that the
      Company makes no representation and warranty with respect to any statements
      or
      omissions made in reliance upon and in conformity with information relating
      to
      any Underwriter furnished to the Company in writing by such Underwriter through
      the Representatives expressly for use in such Time of Sale Information. No
      statement of material fact included in the Prospectus has been omitted from
      the
      Time of Sale Information and no statement of material fact included in the
      Time
      of Sale Information that is required to be included in the Prospectus has been
      omitted therefrom.





(c)  *Issuer
      Free Writing Prospectus.* Other
      than the Preliminary Prospectus and the Prospectus, the Company (including
      its
      agents and representatives, other than the Underwriters in their capacity as
      such) has not made, used, prepared, authorized, approved or referred to and
      will
      not prepare, make, use, authorize, approve or refer to any “written
      communication” (as defined in Rule 405 under the Securities Act) that
      constitutes an offer to sell or solicitation of an offer to buy the Shares
      (each
      such communication by the Company or its agents and representatives (other
      than
      a communication referred to in clause (i) below) an “Issuer Free Writing
      Prospectus”) other than (i) any document not constituting a prospectus pursuant
      to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities
      Act or (ii) the documents listed on Exhibit B hereto and other written
      communications approved in writing in advance by the Representatives. Each
      such
      Issuer Free Writing Prospectus complied in all material respects with the
      Securities Act, has been filed in accordance with the Securities Act (to the
      extent required thereby) and, when taken together with the Preliminary
      Prospectus accompanying, or delivered prior to delivery of, such Issuer Free
      Writing Prospectus, did not, and at the Closing Date and as of the Additional
      Closing Date, as the case may be, will not, contain any untrue statement of
      a
      material fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided that the
      Company makes no representation and warranty with respect to any statements
      or
      omissions made in each such Issuer Free Writing Prospectus in reliance upon
      and
      in conformity with information relating to any Underwriter furnished to the
      Company in writing by such Underwriter through the Representatives expressly
      for
      use in any Issuer Free Writing Prospectus.


5


(d)  *Registration
      Statement and Prospectus* .
      The
      Registration Statement is an “automatic shelf registration statement” as defined
      under Rule 405 of the Securities Act that has been filed with the Commission
      on
      March 15, 2006; and no notice of objection of the Commission to the use of
      such
      registration statement or any post-effective amendment thereto pursuant to
      Rule
      401(g)(2) under the Securities Act has been received by the Company. No order
      suspending the effectiveness of the Registration Statement has been issued
      by
      the Commission and no proceeding for that purpose has been initiated or
      threatened by the Commission; as of the applicable effective date of the
      Registration Statement and any amendment thereto, the Registration Statement
      complied and any amendment thereto will comply in all material respects with
      the
      Securities Act, and the Registration Statement did not and any amendment thereto
      will not contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary in order to make the
      statements therein not misleading; and as of the applicable filing date of
      the
      Prospectus and any amendment or supplement thereto and as of the Closing Date
      and as of the Additional Closing Date, as the case may be, the Prospectus will
      not contain any untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; provided that the Company makes no representation and warranty
      with
      respect to any statements or omissions made in reliance upon and in conformity
      with information relating to any Underwriter furnished to the Company in writing
      by such Underwriter through the Representatives expressly for use in the
      Registration Statement and the Prospectus and any amendment or supplement
      thereto.





(e)  *Incorporated
      Documents* .
      The
      documents incorporated by reference in the Registration Statement, the
      Prospectus or the Time of Sale Information, when they became effective or were
      filed with the Commission, as the case may be, conformed in all material
      respects to the requirements of the Securities Act or the Exchange Act of 1934,
      as amended, and the rules and regulation of the Commission thereunder
      (collectively, the “Exchange Act”), as applicable, and none of such documents
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not misleading;
      and any further documents so filed and incorporated by reference in the
      Registration Statement, the Prospectus or the Time of Sale Information, when
      such documents become effective or are filed with the Commission, as the case
      may be, will conform in all material respects to the requirements of the Act
      or
      the Exchange Act, as applicable, and will not contain any untrue statement
      of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading.





(f)  *Financial
      Statements* .
      The
      financial statements and the related notes thereto of the Company and its
      consolidated subsidiaries included or incorporated by reference in the
      Registration Statement, the Time of Sale Information and the Prospectus comply
      in all material respects with the applicable requirements of the Securities
      Act
      and the Exchange Act, as applicable, and present fairly the financial position
      of the Company and its subsidiaries as of the dates indicated and the results
      of
      their operations and the changes in their cash flows for the periods specified;
      such financial statements have been prepared in conformity with generally
      accepted accounting principles applied on a consistent basis throughout the
      periods covered thereby, and the supporting schedules included or incorporated
      by reference in the Registration Statement present fairly the information
      required to be stated therein; and the other financial information included
      or
      incorporated by reference in the Registration Statement, the Time of Sale
      Information and the Prospectus have been derived from the accounting records
      of
      the Company and its subsidiaries and presents fairly the information shown
      thereby; and the pro  forma financial information and the related notes thereto included or incorporated
      by
      reference in the Registration Statement, the Time of Sale Information and the
      Prospectus have been prepared in accordance with the applicable requirements
      of
      the Securities Act and the Exchange Act, as applicable, and the assumptions
      underlying such pro  forma financial information are reasonable and are set forth in the Registration
      Statement, the Time of Sale Information and the Prospectus.


6


(g)  *No
      Material Adverse Change* .
      Since
      the date of the most recent financial statements of the Company included or
      incorporated by reference in the Registration Statement, the Time of Sale
      Information and the Prospectus, (i) there has not been any change in the share
      capital (other than pursuant to the exercise of existing employee options)
      or
      long-term debt (other than pursuant to the existing Pro Plus facility in
      Slovenia and translation adjustments to the amount borrowed under the Senior
      Notes) of the Company or any of its subsidiaries, or any dividend or
      distribution of any kind declared, set aside for payment, paid or made by the
      Company on any class of share capital, or any material adverse change in the
      business, properties, financial position, results of operations, shareholders’
equity (except as may be the result of cumulative translation adjustments),
      cashflows or prospects of the Company and its subsidiaries taken as a whole;
      (ii) neither the Company nor any of its subsidiaries has entered into any
      transaction or agreement that is material to the Company and its subsidiaries
      taken as a whole or incurred any liability or obligation, direct or contingent,
      that is material to the Company and its subsidiaries taken as a whole and that
      would be required to be filed as an Exhibit to the Registration Statement;
      and
      (iii) neither the Company nor any of its subsidiaries has sustained any material
      loss or interference with its business from fire, explosion, flood or other
      calamity, whether or not covered by insurance, or from any labor disturbance
      or
      dispute or any action, order or decree of any court or arbitrator or
      governmental or regulatory authority, except in each case as otherwise disclosed
      in the Registration Statement, the Time of Sale Information and the
      Prospectus.





(h)  *Organization
      and Good Standing* .
      The
      Company and each of its subsidiaries have been duly organized and are validly
      existing and in good standing under the laws of their respective jurisdictions
      of organization, are duly qualified to do business, and where applicable, are
      in
      good standing in each jurisdiction in which their respective ownership or lease
      of property or the conduct of their respective businesses requires such
      qualification, and have all power and authority necessary to own or hold their
      respective properties and to conduct the businesses in which they are engaged,
      except where the failure to be so qualified or have such power or authority
      would not, individually or in the aggregate, have a material adverse effect
      on
      the business, properties, financial position, results of operations,
      shareholders’ equity, cashflow or prospects of the Company and its subsidiaries
      taken as a whole (a “Material Adverse Effect”). None of the Company or any of
      its subsidiaries is in bankruptcy, liquidation or receivership or subject to
      any
      similar proceeding except as described in the Prospectus. The Company does
      not
      own or control, directly or indirectly, any corporation, company, association
      or
      other entity other than the subsidiaries listed in Exhibit 21 to the Form 10-K
      of the Company for the year ended December 31, 2005.





(i)  *Capitalization* .
      The
      Company has a capitalization as set forth in the Registration Statement, the
      Time of Sale Information and the Prospectus under the heading “Capitalization”.
      All of the issued and outstanding shares of capital stock or other equity
      interests of the Company have been duly and validly authorized and issued,
      are
      fully paid and non-assessable (which term means when used herein that no further
      sums are required to be paid by the holders thereof in connection with the
      issue
      of such shares) and are not subject to any pre-emptive or similar rights. Except
      as otherwise disclosed in the Prospectus all the issued and outstanding shares
      or other equity interests of each direct and indirect subsidiary of the Company
      are owned directly or indirectly by the Company, free and clear of any lien,
      charge, encumbrance, security interest, restriction on voting or transfer or
      any
      other claim of any third party (except for the share pledges in connection
      with
      the Senior Notes of the Company due 2012 and issued on May 5, 2005 (the “Senior
      Notes”), except as otherwise disclosed in the Prospectus have been duly and
      validly authorized and issued, are fully paid and non-assessable and are not
      subject to any pre-emptive or similar rights; except as described in or
      expressly contemplated by the Time of Sale Information and the Prospectus,
      there
      are no outstanding rights (including, without limitation, pre-emptive rights),
      warrants or options to acquire, or instruments convertible into or exchangeable
      for, any shares of capital stock or other equity interest in the Company or
      any
      of its subsidiaries, or any contract, commitment, agreement, understanding
      or
      arrangement of any kind to which the Company or any of its subsidiaries is
      a
      party relating to the issuance of any share capital of the Company or any such
      subsidiary, any such convertible or exchangeable securities or any such rights,
      warrants or options; the share capital of the Company conforms in all material
      respects to the description thereof contained in the Registration Statement,
      the
      Time of Sale Information and the Prospectus; and except as otherwise disclosed
      in the Prospectus all the issued and outstanding shares of capital stock or
      other equity interests of each subsidiary of the Company have been duly and
      validly authorized and issued, are fully paid and non-assessable and are owned
      directly or indirectly by the Company, free and clear of any lien, charge,
      encumbrance, security interest, restriction on voting or transfer or any other
      claim of any third party.


7


(j)  *Due
      Authorization* .
      The
      Company has the necessary corporate power and authority to execute and deliver
      this Agreement and any other agreement or instrument entered into in respect
      of
      the offering of the Shares (collectively, the “Transaction Documents”) and to
      perform its obligations hereunder and thereunder; and all action required to
      be
      taken for the due and proper authorization, execution and delivery of each
      of
      the Transaction Documents and the consummation of the transactions contemplated
      thereby has been duly and validly taken.





(k)  *Underwriting
      Agreement* .
      This
      Agreement has been duly authorized, executed and delivered by the
      Company.





(l)  *The
      Shares* .
      The
      Shares have been duly authorized by the Company and, when issued and delivered
      and paid for as provided herein, will be duly and validly issued and will be
      fully paid and nonassessable and will conform to the descriptions thereof in
      the
      Time of Sale Information and the Prospectus; and the issuance of the Shares
      is
      not subject to any preemptive or similar rights.





(m)  *Descriptions
      and Fair Summaries of the Transaction Documents* .
      Each
      Transaction Document conforms in all material respects to the description
      thereof contained in the Registration Statement, the Time of Sale Information
      and the Prospectus. The descriptions in the Prospectus of statutes, legal,
      governmental and regulatory proceedings and contracts and other documents are
      accurate in all material respects; the statements in the Prospectus under the
      headings “Material United States federal and Bermuda income tax considerations”
fairly summarize the matters therein described in all material
      respects.


8


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





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





(p)  *No
      Consents Required* .
      No
      consent, approval, authorization, order, registration or qualification of or
      with any court or arbitrator or governmental or regulatory authority is required
      for the execution, delivery and performance by the Company of each of the
      Transaction Documents to which each is a party, the issuance and sale of the
      Shares and the consummation of the transactions contemplated by the Transaction
      Documents, except for such consents, approvals, authorizations, orders and
      registrations or qualifications as may be required under applicable securities
      laws in connection with the purchase and distribution of the Shares by the
      Underwriters.





(q)  *Legal
      Proceedings* .
      Except
      as described in the Registration Statement, the Time of Sale Information and
      the
      Prospectus, there are no legal, governmental or regulatory investigations,
      actions, suits or proceedings pending to which the Company or any of its
      subsidiaries is or may be a party or to which any property of the Company or
      any
      of its subsidiaries is or may be the subject that, individually or in the
      aggregate, if determined adversely to the Company or any of its subsidiaries,
      could reasonably be expected to have a Material Adverse Effect or materially
      and
      adversely affect the ability of the Company to perform its obligations under
      the
      Transaction Documents; and to the best knowledge of the Company no such
      investigations, actions, suits or proceedings are threatened by any governmental
      or regulatory authority or by others; and (i) there are no current or pending
      legal, governmental or regulatory actions, suits or proceedings that are
      required under the Securities Act to be described in the Prospectus or the
      Registration Statement that are not so described in the Registration Statement,
      the Time of Sale Information and the Prospectus and (ii) there are no statutes,
      regulations or contracts or other documents that are required under the
      Securities Act to be filed as exhibits to the Registration Statement or
      described in the Registration Statement or the Prospectus that are not so filed
      as exhibits to the Registration Statement or described in the Registration
      Statement, the Time of Sale Information and the Prospectus.


9




(r)  *Independent
      Accountants* .
      Deloitte & Touche LLP, who have audited certain financial statements of the
      Company and its subsidiaries, are independent public accountants with respect
      to
      the Company and its subsidiaries as required by the Securities Act. KPMG Ceska
      Republika s.r.o., who have audited certain financial statements of the TV Nova
      Group and its subsidiaries, are, for the period up to June 30, 2005, independent
      public accountants with respect to the TV Nova Group and its subsidiaries as
      required by the Chamber of Auditors of the Czech Republic. The audit report
      of
      Deloitte & Touche LLP on the audited financial statements of the Company and
      its subsidiaries incorporated by reference in the Registration Statement and
      the
      Prospectus does not contain any limitation or restriction on the ability of
      the
      Underwriters to rely upon such report. The report of KPMG Ceska Republika s.r.o.
      on the audited financial statements of the TV Nova Group incorporated by
      reference in the Registration Statement and the Prospectus does not contain
      any
      limitation or restriction on the ability of the Underwriters to rely upon such
      report.





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





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





(u)  *No
      Undisclosed Relationships* .
      No
      relationship, direct or indirect, exists between or among the Company or any
      of
      its subsidiaries, on the one hand, and the directors, officers, shareholders
      or
      other affiliates of the Company or any of its subsidiaries, on the other, that
      is required by the Securities Act to be described in the Registration Statement
      and the Prospectus and that is not so described.





(v)  *Investment
      Company Act* .
      The
      Company is not and, after giving effect to the offering and sale of the Shares
      and the application of the proceeds thereof as described in the Registration
      Statement, the Time of Sale Information and the Prospectus, will not be required
      to register as an “investment company” or an entity “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended, and the rules and regulations of the Commission thereunder
      (collectively, “Investment Company Act”).


10


(w)  *Taxes* .
      Except
      as could not reasonably be expected to have a Material Adverse Effect, the
      Company and its subsidiaries have paid all national, state, local regional
      and
      foreign taxes and filed all tax returns required to be paid or filed through
      the
      date hereof; and except as otherwise disclosed in the Registration Statement,
      the Time of Sale Information and the Prospectus, there is no tax deficiency
      that
      has been, or could reasonably be expected to be, asserted against the Company
      or
      any of its subsidiaries or any of their respective properties or
      assets.





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





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





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


11


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





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





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





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





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


12


(ff)  *No
      Broker's Fees* .
      Neither
      the Company nor any of its subsidiaries is a party to any contract, agreement
      or
      understanding with any person (other than this Agreement) that would give rise
      to a valid claim against the Company or any of its subsidiaries or any
      Underwriter for a brokerage commission, finder's fee or like payment in
      connection with the offering and sale of the Shares.





(gg)  *No
      Registration Rights* .
      No
      person has the right to require the Company or any of its subsidiaries to
      register any securities for sale under the Securities Act by reason of the
      filing of the Registration Statement with the Commission or the issuance and
      sale of the Shares.





(hh)  *No
      Stabilization* .
      The
      Company has not taken, directly or indirectly, any action designed to or that
      could reasonably be expected to cause or result in any stabilization or
      manipulation of the price of the Shares.





(ii)  *Business
      With Cuba* .
      The
      Company has complied with all provisions of Section 517.075, Florida Statutes
      (Chapter 92-198, Laws of Florida) relating to doing business with the Government
      of Cuba or with any person or affiliate located in Cuba.





(jj)  *Forward-Looking
      Statements* .
      No
      forward-looking statement (within the meaning of Section 27A of the Securities
      Act and Section 21E of the Exchange Act) contained in the Registration
      Statement, the Time of Sale Information and the Prospectus has been made or
      reaffirmed without a reasonable basis or has been disclosed other than in good
      faith. The statements and financial information (including the assumptions
      described herein) included in the Registration Statement, the Time of Sale
      Information and the Prospectus relating to financial and other projections
      or
      incorporated by reference therein from the Company's Annual Report on Form
      10-K
      for the year ended December 31, 2005 as amended by the Company’s Form 10-K/A
      filed with the Commission on March 15, 2006 (under the heading "Management's
      Discussion and Analysis of Financial Condition and Results of Operations -
      Future Trends") (the "Projections") (i) are within the coverage of the safe
      harbor for forward looking statements set forth in Section 27A of the Securities
      Act, Rule 175(b) under the Securities Act or Rule 3b-6 under the Exchange Act,
      as applicable, (ii) were made by the Company with a reasonable basis and in
      good
      faith and reflect the Company's good faith best estimate of the matters
      described therein, and (iii) have been prepared in accordance with Item 10
      of
      Regulation S-K under the Securities Act; all assumptions material to the
      Projections are set forth in the Registration Statement, the Time of Sale
      Information and the Prospectus; the assumptions used in the preparation of
      the
      Projections are reasonable; and none of the Company or its subsidiaries are
      aware of any business, economic or industry developments inconsistent with
      the
      assumptions underlying the Projections.





(kk) *Statistical
      and Market Data* .
      The
      industry, statistical and market-related data included in the Registration
      Statement, the Time of Sale Information and the Prospectus is based on or
      derived from sources that the Company and believes to be reliable and accurate
      in all material respects.





(ll)  *Sarbanes
      Oxley Act* .
      I.
      Except as otherwise disclosed in the Prospectus, the Company and each of its
      subsidiaries other than the companies of the TV Nova Group and the Company’s
      Slovakian subsidiaries (i) make and keep accurate books and records and (ii)
      maintain and has maintained effective internal control over financial reporting
      as defined in Rule 13a-15 under the Exchange Act.


13


II.  
       Except as otherwise disclosed in the Prospectus, the Company has
      established and maintains disclosure controls and procedures (as such term
      is
      defined in Rule 13a-15 under the Exchange Act), and such disclosure controls
      and
      procedures are designed to ensure that the information required to be disclosed
      by the Company in the reports they file or submit under the Exchange Act is
      accumulated and communicated to the management of the Company, including their
      respective principal executive officers and principal financial officers, as
      appropriate, to allow timely decisions regarding required disclosure to be
      made;





III. *Accounting
      Controls Disclosure* . ** Except
      as
      otherwise disclosed in the Prospectus, since the date of the most recent balance
      sheet of the Company and its consolidated subsidiaries reviewed or audited
      by
      Deloitte & Touche LLP and the audit committee of the board of directors of
      the Company, (i) the Company has not identified (A) any significant
      deficiencies in the design or operation of internal controls that could
      adversely affect the ability of the Company and each of its subsidiaries to
      record, process, summarize and report financial data, or any material weaknesses
      in internal controls, other than those disclosed in the Registration Statement
      and the Prospectus and (B) any fraud, whether or not material, that involves
      management or other employees who have a significant role in the internal
      controls of the Company and each of its subsidiaries, and (ii) since that date,
      there have been no significant changes in internal controls or in other factors
      that could significantly affect internal controls, including any corrective
      actions with regard to significant deficiencies and material
      weaknesses.





(mm)  *Status
      under the Securities Act* .
      The
      Company is not an ineligible issuer and is a well-known seasoned issuer, in
      each
      case as defined under the Securities Act, in each case at the times specified
      in
      the Securities Act in connection with the offering of the Shares. The Company
      has paid the registration fee for this offering pursuant to Rule 456 (b) (1)
      under the Securities Act or will pay such fees within the time period required
      by such rule (without giving effect to the proviso therein) and in any event
      prior to the Closing Date.





(nn)  *Czech
      Prospectus.* The
      Company has obtained the approval of the Czech Prospectus by the Czech
      Commission.





4.  Further
      Agreements of the Company. The Company covenants and agrees with each
      Underwriter that:





(a)  *Prospectuses* .
      The
      Company will file the final Prospectus with the Commission within the time
      periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the
      Securities Act, will file any Issuer Free Writing Prospectus to the extent
      required by Rule 433 under the Securities Act; and will file promptly all
      reports and any definitive proxy or information statements required to be filed
      by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
      15(d)
      of the Exchange Act subsequent to the date of the Prospectus and for so long
      as
      the delivery of a prospectus is required in connection with the offering or
      sale
      of the Shares; and the Company will furnish copies of the Prospectus and each
      Issuer Free Writing Prospectus (to the extent not previously delivered) to
      the
      Underwriters, on the business day next succeeding the date of this Agreement
      in
      such quantities as the Representatives may reasonably request.


14


(b)  *Delivery
      of Copies* .
      The
      Company will deliver, without charge, (i) to the Representatives, four signed
      copies of the Registration Statement as originally filed and each amendment
      thereto, in each case including all exhibits and consents filed therewith and
      documents incorporated by reference therein; and (ii) to each Underwriter (A)
      a
      conformed copy of the Registration Statement as originally filed and each
      amendment thereto (without exhibits) and (B) during the Prospectus Delivery
      Period, as many copies of the Prospectus (including all amendments and
      supplements thereto and documents incorporated by reference therein) and each
      Issuer Free Writing Prospectus as the Representatives may reasonably request.
      As
      used herein, the term “Prospectus Delivery Period” means such period of time
      after the first date of the public offering of the Shares as in the opinion
      of
      counsel for the Underwriters a prospectus relating to the Shares is required
      by
      law to be delivered (or required to be delivered but for Rule 172 under the
      Securities Act) in connection with sales of the Shares by any Underwriter or
      dealer.





(c)  *Amendments
      or Supplements, Issuer Free Writing Prospectuses* .
      Before
      preparing, using, authorizing, approving, referring to or filing any Issuer
      Free
      Writing Prospectus, and before filing any amendment or supplement to the
      Registration Statement or the Prospectus, whether before or after the time
      that
      the Registration Statement becomes effective, the Company will furnish to the
      Representatives and counsel for the Underwriters a copy of the proposed Issuer
      Free Writing Prospectus amendment or supplement for review and will not prepare,
      use, authorize, approve, refer to or file any such Issuer Free Writing
      Prospectus or file any such Issuer Free Writing Prospectus or file any such
      proposed amendment or supplement to which the Representatives reasonably object
      unless such amendment or supplement is required to be made or distributed by
      applicable provisions of the U.S. federal securities laws.





(d)  *Notice
      to the Representatives* .
      The
      Company will advise the Representatives promptly, and confirm such advice in
      writing, (i) when any amendment to the Registration Statement has been filed
      or
      becomes effective; (ii) when any supplement to the Prospectus or any Issuer
      Free
      Writing Prospectus or any amendment to the Prospectus has been filed; (iii)
      of
      any request by the Commission for any amendment to the Registration Statement
      or
      any amendment or supplement to the Prospectus or the receipt of any comments
      from the Commission relating to the Registration Statement or any other request
      by the Commission for any additional information; (iv) of the issuance by the
      Commission of any order suspending the effectiveness of the Registration
      Statement or preventing or suspending the use of any Preliminary Prospectus
      or
      the Prospectus or the initiation or threatening of any proceeding for that
      purpose; (v) of the occurrence of any event within the Prospectus Delivery
      Period as a result of which the Prospectus, the Time of Sale Information or
      any
      Issuer Free Writing Prospectus as then amended or supplemented would include
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary in order to make the statements therein, in
      the
      light of the circumstances existing when the Prospectus, the Time of Sale
      Information or any such Issuer Free Writing Prospectus is delivered to a
      purchaser, not misleading; (vi) of the receipt by the Company of any notice
      of
      objection of the Commission to the use of the Registration Statement or any
      post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities
      Act; and (vii) of the receipt by the Company of any notice with respect to
      any suspension of the qualification of the Shares for offer and sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose; and the Company will use its best efforts to prevent the issuance
      of
      any such order suspending the effectiveness of the Registration Statement,
      preventing or suspending the use of any Preliminary Prospectus or the Prospectus
      or suspending any such qualification of the Shares and, if any such order is
      issued, will use its best efforts to obtain as soon as possible the withdrawal
      thereof.


15


(e)  *Ongoing
      Compliance of the Prospectus* .
      (1) If during the Prospectus Delivery Period, as set out in the Securities
      Act, (i) any event shall occur or condition shall exist as a result of which
      the
      Prospectus as then amended or supplemented would include an untrue statement
      of
      a material fact or omit to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in the light of the
      circumstances existing when the Prospectus is delivered to a purchaser, not
      misleading or (ii) it is necessary to amend or supplement the Prospectus to
      comply with law, the Company will promptly notify the Underwriters thereof
      and
      forthwith prepare and, subject to paragraph (c) above, file with the Commission
      and furnish to the Underwriters and to such dealers as the Representatives
      may
      designate, such amendments or supplements to the Prospectus as may be necessary
      so that the statements in the Prospectus as so amended or supplemented will
      not,
      in the light of the circumstances existing when the Prospectus is delivered
      to a
      purchaser, be misleading or so that the Prospectus will comply with law and
      (2)
      if at any time prior to the Closing Date (i) any event shall occur or condition
      shall exist as a result of which the Time of Sale Information as then amended
      or
      supplemented would include any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements therein,
      in
      the light of the circumstances, not misleading or (ii) it is necessary to amend
      or supplement the Time of Sale Information to comply with law, the Company
      will
      immediately notify the Underwriters thereof and forthwith prepare and, subject
      to paragraph (c) above, file with the Commission (to the extent required) and
      furnish to the Underwriters and to such dealers as the Representatives may
      designate, such amendments or supplements to the Time of Sale Information as
      may
      be necessary so that the statements in the Time of Sale Information as so
      amended or supplemented will not, in the light of the circumstances, be
      misleading or so that the Time of Sale Information will comply with
      law.





(f)  *Blue
      Sky Compliance* .
      The
      Company will qualify the Shares for offer and sale under the securities or
      Blue
      Sky laws of such jurisdictions as the Representatives shall reasonably request
      and will continue such qualifications in effect so long as required for
      distribution of the Shares provided that the
      Company shall not be required to (i) qualify as a foreign corporation or other
      entity or as a dealer in securities in any such jurisdiction where it would
      not
      otherwise be required to so qualify, (ii) file any general consent to service
      of
      process in any such jurisdiction or (iii) subject itself to taxation in any
      such
      jurisdiction if it is not otherwise so subject.





(g)  *Earning
      Statement* .
      The
      Company will make generally available to its security holders and the
      Representatives as soon as practicable an earning statement that satisfies
      the
      provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission
      promulgated thereunder covering a period of at least twelve months beginning
      with the first fiscal quarter of the Company occurring after the “effective
      date” (as defined in Rule 158) of the Registration Statement.





(h)  *Clear
      Market* .
      For a
      period of 90 days after the date of the initial public offering of the Shares,
      the Company will not (i) file or cause to be filed a registration statement,
      including any amendments, with respect to the registration of any shares of
      Class A Common Stock or securities convertible, exercisable or exchangeable
      into
      Class A Common Stock or any other securities of the Company, (ii) offer, pledge,
      announce the intention to sell, sell, contract to sell, sell any option or
      contract to purchase, purchase any option or contract to sell, grant any option,
      right or warrant to purchase or otherwise transfer or dispose of, directly
      or
      indirectly, any shares of Stock or any securities convertible into or
      exercisable or exchangeable for Stock or (iii) enter into any swap or other
      agreement that transfers, in whole or in part, any of the economic consequences
      of ownership of the Stock, whether any such transaction described in clause
      (ii)
      or (iii) above is to be settled by delivery of Stock or such other securities,
      in cash or otherwise, without the prior written consent of the Representatives,
      other than the Shares to be sold hereunder and any shares of Stock of the
      Company issued under the Company’s 1995 Amended Stock Option
      Plan.


16


(i)  *Use
      of Proceeds* .
      The
      Company will apply the net proceeds from the sale of the Shares as described
      in
      the Registration Statement, the Time of Sale Information and the Prospectus
      under the heading “Use of Proceeds”.





(j)  *No
      Stabilization* .
      The
      Company will not take, directly or indirectly, any action designed to or that
      could reasonably be expected to cause or result in any stabilization or
      manipulation of the price of the Shares.





(k)  *Exchange
      Listing* .
      The
      Company will use its best efforts to list for quotation the Shares on the
      National Association of Securities Dealers Automated Quotations National Market
      (the “Nasdaq National Market”) and on the Prague Stock Exchange.





(l)  *Reports.* So long
      as the Shares are issued and outstanding, the Company will furnish to the
      Representatives or make available electronically, as soon as they are available,
      copies of all reports or other communications (financial or other) furnished
      to
      holders of the Shares, and copies of any reports and financial statements
      furnished to or filed with the Commission or any national securities exchange
      or
      automatic quotation system.





(m)  *Record
      Retention* .
      The
      Company will, pursuant to reasonable procedures developed in good faith, retain
      copies of each Issuer Free Writing Prospectus that is not filed with the
      Commission in accordance with Rule 433 under the Securities Act.





5.  Certain
      Agreements of the Underwriters. Each Underwriter hereby represents and agrees
      that:





(a) It
      has
      not and will not use, authorize use of, refer to, or participate in the planning
      for use of, any “free writing prospectus”, as defined in Rule 405 under the
      Securities Act (which term includes use of any written information furnished
      to
      the Commission by the Company and not incorporated by reference into the
      Registration Statement and any press release issued by the Company) other than
      (i) a free writing prospectus that includes no issuer information other than
      issuer information contained in a free writing prospectus previously filed
      with
      the Commission (other than a free writing prospectus permitted under Clause
      (b)), (ii) any Issuer Free Writing Prospectus listed on Annex B or prepared
      pursuant to Section 3(c) or Section 4(c) above, (iii) any free writing
      prospectus prepared by such underwriter and approved by the Company in advance
      in writing (each such free writing prospectus referred to in clauses (i) or
      (iii), an “Underwriter Free Writing Prospectus”) and (iv) any free writing
      prospectus permitted by clause (b) hereof.





(b)  It
      has
      not and will not, without the prior written consent of the Company, use any
      free
      writing prospectus that contains the final terms of the Shares unless such
      terms
      have previously been included in a free writing prospectus filed with the
      Commission; provided that
      Underwriters may use a term sheet substantially in the form of Exhibit B hereto
      without the consent of the Company; provided
      further that any
      Underwriter using such term sheet shall notify the Company, and provide a copy
      of such term sheet to the Company, prior to, or substantially concurrently
      with,
      the first use of such term sheet.


17


(c) It
      will,
      pursuant to reasonable procedures developed in good faith, retain copies of
      each
      free writing prospectus used or referred to by it, in accordance with Rule
      433
      under the Securities Act.





(d)  It
      is not
      subject to any pending proceeding under Section 8A of the Securities Act with
      respect to the offering (and will promptly notify the Company if any such
      proceeding against it is initiated during the Prospectus Delivery
      Period).





6.  Conditions
      of Underwriters' Obligations. The obligation of each Underwriter to purchase
      the Underwritten Shares on the Closing Date or the Option Shares on the
      Additional Closing Date, as the case may be as provided herein is subject to
      the
      performance by the Company of its covenants and other obligations hereunder
      and
      to the following additional conditions:





(a)  *Registration
      Compliance; No Stop Order* .
      No
      order suspending the effectiveness of the Registration Statement shall be in
      effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) shall
      be
      pending before or to the Company’s knowledge threatened by the Commission; the
      Prospectus and each Issuer Free Writing Prospectus shall have been timely filed
      with the Commission under the Securities Act (in the case of an Issuer Free
      Writing Prospectus, to the extent required by Rule 433 under the Securities
      Act)
      and in accordance with Section 4(a) hereof; and all requests by the Commission
      for additional information shall have been complied with to the reasonable
      satisfaction of the Representatives.





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





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





(d)  *No
      Material Adverse Change* .
      Subsequent to the execution and delivery of this Agreement, no event or
      condition of a type described in Section 3(g) hereof shall have occurred or
      shall exist, which event or condition is not described in the Time of Sale
      Information (excluding any amendment or supplement thereto) and the Prospectus
      (excluding any amendment or supplement thereto) and the effect of which in
      the
      sole judgment of the Representatives makes it impracticable or inadvisable
      to
      proceed with the offering, sale or delivery of the Shares on the Closing Date
      or
      the Additional Closing Date, as the case may be, on the terms and in the manner
      contemplated by this Agreement, the Time of Sale Information and the
      Prospectus.


18


(e)  *Officer's
        Certificate* .
        The
        Representatives shall have received on and as of the Closing Date or the
        Additional Closing Date, as the case may be, a certificate of the chief
        financial officer or chief accounting officer of the Company and one additional
        senior executive officer of the Company who is satisfactory to the
        Representatives (i) confirming that such officers have carefully reviewed
        the
        Registration Statement, the Time of Sale Information and the Prospectus and,
        to
        the best knowledge of such officers, the representations set forth in Sections
        3(b) and 3(d) hereof are true and correct, (ii) confirming that the other
        representations and warranties of the Company in this Agreement are true
        and
        correct and that the Company has complied with all agreements and satisfied
        all
        conditions on its part to be performed or satisfied hereunder at or prior
        to
        such Closing Date and (iii) to the effect set forth in paragraphs (a), (c)
        and
        (d) above.
 
 (f)  *Comfort
        Letters* .
        On the
        date of this Agreement and on the Closing Date or the Additional Closing
        Date,
        as the case may be, Deloitte & Touche LLP shall have furnished to the
        Representatives, at the request of the Company, letters, dated the respective
        dates of delivery thereof and addressed to the Underwriters, in form and
        substance reasonably satisfactory to the Representatives, containing statements
        and information of the type customarily included in accountants’ “comfort
        letters” to underwriters with respect to the financial statements and certain
        financial information contained or incorporated by reference in the Registration
        Statement, the Time of Sale Information and the Prospectus; provided, that
        the
        letter delivered on the Closing Date or the Additional Closing Date, as the
        case
        may be shall use a “cut-off” date no more than three business days prior to such
        Closing Date or such Additional Closing Date, as the case may be.
 
 (g)  *Opinion
        of Counsel for the Company* .
        Each of
        Katten Muchin Rosenman LLP, U.S. counsel for the Company, Conyers Dill &
Pearman, special Bermuda counsel for the Company, and Daniel Penn, Esq.,
        general
        counsel to the Company, shall have furnished to the Representatives, at the
        request of the Company, their written opinion, dated the Closing Date or
        the
        Additional Closing Date, as the case may be, and addressed to the Underwriters,
        in form and substance reasonably satisfactory to the Representatives. Such
        opinions of counsel shall not contain any statement purporting to limit the
        liability of such counsel with respect to such opinion or specify that any
        such
        liability must be adjudicated by a court in the jurisdiction of such counsel
        or,
        to the extent that the laws of the jurisdiction of such counsel provide for
        any
        limitation or forum of adjudication, such opinion shall expressly waive such
        provisions to the fullest extent permitted by applicable law.
 
 (h)  *Opinion
        of Counsel for the Underwriters* .
        The
        Representatives shall have received on and as of the Closing Date or the
        Additional Closing Date, as the case may be, an opinion of Simpson Thacher
&
Bartlett LLP, counsel for the Underwriters, with respect to such matters
        as the
        Representatives may reasonably request, and such counsel shall have received
        such documents and information as they may reasonably request to enable them
        to
        pass upon such matters.
 
 (i)  *No
        Legal Impediment to Issuance* .
        No
        action shall have been taken and no statute, rule, regulation or order shall
        have been enacted, adopted or issued by any federal, state or foreign
        governmental or regulatory authority that would, as of the Closing Date or
        the
        Additional Closing Date, as the case may be, prevent the issuance or sale
        of the
        Shares; and no injunction or order of any federal, state or foreign court
        shall
        have been issued that would, as of the Closing Date or the Additional Closing
        Date, as the case may be, prevent the issuance or sale of the
        Shares.




19


(j)  *Good
        Standing* .
        The
        Representatives shall have received on and as of the Closing Date or the
        Additional Closing Date, as the case may be, satisfactory evidence of, where
        applicable, the good standing of the Company, CME Development Corporation,
        CME
        Media Enterprises B.V. and Central European Media Enterprises N.V. in their
        respective jurisdictions of organization and their good standing as foreign
        entities in such other jurisdictions as the Representatives may reasonably
        request, in each case in writing or any standard form of telecommunication
        from
        the appropriate Governmental Authorities of such jurisdictions.
 
 (k)  *Exchange
        Listing* .
        The
        Shares to be delivered on the Closing Date or Additional Closing Date, as
        the
        case may be, shall have been approved for listing on NASDAQ and on the Prague
        Stock Exchange.
 
 (l)  *Lock-up
        Agreements* .
        The
“lock-up” agreements, each substantially in the form of Exhibit A hereto,
        between you and certain shareholders, officers and directors of the Company
        relating to sales and certain other dispositions of shares of Stock or certain
        other securities, delivered to you on or before the Closing Date, shall be
        full
        force and effect on the Closing Date or Additional Closing Date, as the case
        may
        be.
 
 (m)  *Transaction
        Documents* .
        On the
        Closing Date, the Transaction Documents (in the form reasonably satisfactory
        to
        the Representatives) shall have been duly and validly executed and delivered
        by
        the Company.
 
 (n)  *Additional
        Documents* .
        On or
        prior to the Closing Date or the Additional Closing Date, as the case may
        be,
        the Company shall have furnished to the Representatives such further
        certificates and documents as the Representatives may reasonably
        request.
 
 All
        opinions, letters, certificates and evidence mentioned above or elsewhere
        in
        this Agreement shall be deemed to be in compliance with the provisions hereof
        only if they are in form and substance reasonably satisfactory to counsel
        for
        the Underwriters.


20




7.  Indemnification
        and Contribution. (a)  *Indemnification
        of the Underwriters* .
        The
        Company agrees to indemnify and hold harmless each Underwriter, its affiliates,
        directors and officers and each person, if any, who controls such Underwriter
        within the meaning of Section 15 of the Securities Act or Section 20 of the
        Exchange Act, from and against any and all losses, claims, damages and
        liabilities (including, without limitation, legal fees and other expenses
        incurred in connection with any suit, action or proceeding or any claim
        asserted, as such fees and expenses are incurred), joint or several, that
        arise
        out of, or are based upon any untrue statement or alleged untrue statement
        of a material fact contained in the Registration Statement or the Prospectus
        (or
        any amendment or supplement thereto) or any Preliminary Prospectus, Issuer
        Free
        Writing Prospectus or Time of Sale Information, or caused by any omission
        or
        alleged omission to state therein a material fact required to be stated therein
        or necessary in order to make the statements therein, in light of the
        circumstances under which they were made, not misleading, except insofar
        as such
        losses, claims, damages or liabilities arise out of, or are based upon, any
        untrue statement or omission or alleged untrue statement or omission made
        in
        reliance upon and in conformity with any information relating to any Underwriter
        furnished to the Company in writing by such Underwriter through the
        Representatives expressly for use therein, it being understood and agreed
        that
        the only such information furnished by any Underwriter consists of the
        information described as such in subsection (b) below provided, that with
        respect to any such untrue statement or alleged untrue statement in or omission
        from any Preliminary Prospectus, the indemnity agreement contained in this
        paragraph (a) shall not inure to the benefit of any Underwriter to the extent
        that the sale to the person asserting any such loss, claim, damage or liability
        was an initial resale by such Underwriter and any such loss, claim, damage
        or
        liability of or with respect to such Underwriter results from the fact that
        both
        (i) to the extent required by applicable law, a copy of the Prospectus was
        not
        sent or given to such person at the Time of Sale to such person and (ii)
        the
        untrue statement in or omission from such Preliminary Prospectus was corrected
        in the Prospectus, which Prospectus was filed with the Commission at or prior
        to
        the Time of Sale to such person and the timely delivery of such corrected
        Prospectus would have constituted a complete defense to the claim asserted
        by
        such person unless, in either case, such failure to deliver the Prospectus
        was a
        result of non-compliance by the Company with the provisions of Section 4(b)
        hereof, including the failure by the Company to furnish the Underwriters
        copies
        of the corrected Prospectus in requisite quantities and sufficiently in advance
        to permit delivery of such corrected Prospectus to such person at or prior
        to
        the Time of Sale to such Person.
  (b)  *Indemnification
        of the Company* .
        Each
        Underwriter agrees, severally and not jointly, to indemnify and hold harmless
        the Company, its directors, its officers who signed the Registration Statement
        and each person, if any, who controls the Company within the meaning of Section
        15 of the Securities Act or Section 20 of the Exchange Act to the same extent
        as
        the indemnity set forth in paragraph (a) above, but only with respect to
        any
        losses, claims, damages or liabilities that arise out of, or are based upon,
        any
        untrue statement or omission or alleged untrue statement or omission made
        in
        reliance upon and in conformity with any information relating to such
        Underwriter furnished to the Company in writing by such Underwriter through
        the
        Representatives expressly for use in the Registration Statement, the Prospectus
        (or any amendment or supplement thereto), any Preliminary Prospectus, Issuer
        Free Writing Prospectus or any Time of Sale Information, it being understood
        and
        agreed upon that the only such information furnished by any Underwriter consists
        of the following information in the Prospectus furnished on behalf of each
        Underwriter: the statements set forth in the third, eighth, ninth, tenth,
        eleventh and twelfth paragraphs under the heading
“Underwriting”.




21


(c)  *Notice
        and Procedures* .
        If any
        suit, action, proceeding (including any governmental or regulatory
        investigation), claim or demand shall be brought or asserted against any
        person
        in respect of which indemnification may be sought pursuant to either paragraph
        (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify
        the person against whom such indemnification may be sought (the “Indemnifying
        Person”) in writing; provided that the
        failure to notify the Indemnifying Person shall not relieve it from any
        liability that it may have under this Section 7 except to the extent that
        it has
        been materially prejudiced (through the forfeiture of substantive rights
        or
        defenses) by such failure; and provided, further, that the failure to notify
        the
        Indemnifying Person shall not relieve it from any liability that it may have
        to
        an Indemnified Person otherwise than under this Section 7. If any such
        proceeding shall be brought or asserted against an Indemnified Person and
        it
        shall have notified the Indemnifying Person thereof, the Indemnifying Person
        shall be entitled to participate in, and assume the defense of, such proceeding
        with counsel reasonably satisfactory to the Indemnified Person and shall
        pay the
        fees and expenses of such counsel related to such proceeding, as incurred.
        In
        any such proceeding, any Indemnified Person shall have the right to retain
        its
        own counsel, but the fees and expenses of such counsel shall be at the expense
        of such Indemnified Person unless (i) the Indemnifying Person and the
        Indemnified Person shall have mutually agreed to the contrary; (ii) the
        Indemnifying Person has failed within a reasonable time to retain counsel
        reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
        Person
        shall have reasonably concluded that there may be legal defenses available
        to it
        that are different from or in addition to those available to the Indemnifying
        Person; or (iv) the named parties in any such proceeding (including any
        impleaded parties) include both the Indemnifying Person and the Indemnified
        Person and representation of both parties by the same counsel would be
        inappropriate due to actual or potential differing interests between them.
        It is
        understood and agreed that the Indemnifying Person shall not, in connection
        with
        any proceeding or related proceeding in the same jurisdiction, be liable
        for the
        fees and expenses of more than one separate firm (in addition to any local
        counsel) for all Indemnified Persons, and that all such fees and expenses
        shall
        be paid or reimbursed as they are incurred provided that the Indemnifying
        Person
        shall be reimbursed for such fees and expenses if such Indemnified Person
        is not
        found liable by final non-appealable judgment and the Indemnified Person
        has
        actually received reimbursement for such fees and expenses from a third party.
        Any such separate firm for any Underwriter, its affiliates, directors and
        officers and any control persons of such Underwriter shall be designated
        in
        writing by J.P. Morgan Securities Ltd. and any such separate firm for the
        Company, its directors, its officers who signed the Registration Statement
        and
        any control persons of the Company shall be designated in writing by the
        Company. The Indemnifying Person shall not be liable for any settlement of
        any
        proceeding effected without its written consent. Notwithstanding the foregoing
        sentence, if at any time an Indemnified Person shall have requested that
        an
        Indemnifying Person reimburse the Indemnified Person for fees and expenses
        of
        counsel as contemplated by this paragraph, the Indemnifying Person shall
        be
        liable for any settlement of any proceeding effected without its written
        consent
        if (i) such settlement is entered into more than 30 days after receipt by
        the
        Indemnifying Person of such request and (ii) the Indemnifying Person shall
        not
        have reimbursed the Indemnified Person in accordance with such request prior
        to
        the date of such settlement. No Indemnifying Person shall, without the written
        consent of the Indemnified Person, effect any settlement of any pending or
        threatened proceeding in respect of which any Indemnified Person is or has
        been
        a party and indemnification has been sought hereunder by such Indemnified
        Person, unless such settlement (x) includes an unconditional release of such
        Indemnified Person, in form and substance reasonably satisfactory to such
        Indemnified Person, from all liability on claims that are the subject matter
        of
        such proceeding and (y) does not include any statement as to or any admission
        of
        fault, culpability or a failure to act by or on behalf of any Indemnified
        Person.
 
 (d)  *Contribution* .
        If the
        indemnification provided for in paragraphs (a) and (b) above is unavailable
        to
        an Indemnified Person or insufficient in respect of any losses, claims, damages
        or liabilities referred to therein, then each Indemnifying Person under such
        paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
        contribute to the amount paid or payable by such Indemnified Person as a
        result
        of such losses, claims, damages or liabilities (i) in such proportion as
        is
        appropriate to reflect the relative benefits received by the Company on the
        one
        hand and the Underwriters on the other from the offering of the Shares or
        (ii)
        if the allocation provided by clause (i) is not permitted by applicable law,
        in
        such proportion as is appropriate to reflect not only the relative benefits
        referred to in clause (i) but also the relative fault of the Company on the
        one
        hand and the Underwriters on the other in connection with the statements
        or
        omissions that resulted in such losses, claims, damages or liabilities, as
        well
        as any other relevant equitable considerations. The relative benefits received
        by the Company on the one hand and the Underwriters on the other shall be
        deemed
        to be in the same respective proportions as the net proceeds (before deducting
        expenses) received by the Company from the sale of the Shares and the total
        underwriting discounts and commissions received by the Underwriters in
        connection therewith, in each case as set forth in the table on the cover
        of the
        Prospectus, bear to the aggregate offering price of the Shares. The relative
        fault of the Company on the one hand and the Underwriters on the other shall
        be
        determined by reference to, among other things, whether the untrue or alleged
        untrue statement of a material fact or the omission or alleged omission to
        state
        a material fact relates to information supplied by the Company or by the
        Underwriters and the parties' relative intent, knowledge, access to information
        and opportunity to correct or prevent such statement or
        omission.




22


(e)  *Limitation
        on Liability* .
        The
        Company and the Underwriters agree that it would not be just and equitable
        if
        contribution pursuant to this Section 6 were determined by pro rata allocation
        (even if the Underwriters were treated as one entity for such purpose) or
        by any
        other method of allocation that does not take account of the equitable
        considerations referred to in paragraph (d) above. The amount paid or payable
        by
        an Indemnified Person as a result of the losses, claims, damages and liabilities
        referred to in paragraph (d) above shall be deemed to include, subject to
        the
        limitations set forth above, any legal or other expenses incurred by such
        Indemnified Person in connection with any such action or claim. Notwithstanding
        the provisions of this Section 7, in no event shall an Underwriter be required
        to contribute any amount in excess of the amount by which the total underwriting
        discounts and commissions received by such Underwriter with respect to the
        offering of the Shares exceeds the amount of any damages that such Underwriter
        has otherwise been required to pay by reason of such untrue or alleged untrue
        statement or omission or alleged omission. No person guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Securities
        Act)
        shall be entitled to contribution from any person who was not guilty of such
        fraudulent misrepresentation. The Underwriters' obligations to contribute
        pursuant to this Section 7 are several in proportion to their respective
        purchase obligations hereunder and not joint.
 
 (f)  *Non-Exclusive
        Remedies* .
        The
        remedies provided for in this Section 7 are not exclusive and shall not limit
        any rights or remedies which may otherwise be available to any Indemnified
        Person at law or in equity.
 
 8.  Effectiveness
        of Agreement. This Agreement shall become effective upon the execution and
        delivery hereof by the parties hereto.
 
 9.  Termination.
        This Agreement may be terminated in the absolute discretion of the
        Representatives, by notice to the Company, if after the execution and delivery
        of this Agreement and prior to the Closing Date (i) trading generally shall
        have
        been suspended or materially limited on the New York Stock Exchange, the
        London
        Stock Exchange, the Prague Stock Exchange or the over-the-counter market,
        (ii)
        trading of any securities issued or guaranteed by the Company shall have
        been
        suspended on any exchange or in any over-the-counter market, (iii) a general
        moratorium on commercial banking activities shall have been declared by U.S.
        Federal or New York State authorities or by the competent governmental or
        regulatory authorities in the United Kingdom or the Czech Republic, (iv)
        there
        shall have occurred any outbreak or escalation of hostilities or acts of
        terrorism or any change in financial markets or any calamity, crisis, or
        emergency either within or outside the United States that, in the judgment
        of
        the Representatives, is material and adverse and makes it impracticable or
        inadvisable to proceed with the offering, sale or delivery of the Shares
        on the
        terms and in the manner contemplated by this Agreement, the Time of Sale
        Information and the Prospectus or (v) exchange controls shall have been imposed
        by the United States, the United Kingdom or the Czech
        Republic.




23


10.  Defaulting
        Underwriter. (a) If, on the Closing Date or the Additional Closing Date, as
        the case may be, any Underwriter defaults on its obligation to purchase the
        Shares that it has agreed to purchase hereunder on such date, the non-defaulting
        Underwriters may in their discretion arrange for the purchase of such Shares
        by
        other persons satisfactory to the Company on the terms contained in this
        Agreement. If, within 36 hours after any such default by any Underwriter,
        the
        non-defaulting Underwriters do not arrange for the purchase of such Shares,
        then
        the Company shall be entitled to a further period of 36 hours within which
        to
        procure other persons satisfactory to the non-defaulting Underwriters to
        purchase such Shares on such terms. If other persons become obligated or
        agree
        to purchase the Shares of a defaulting Underwriter, either the non defaulting
        Underwriters or the Company may postpone the Closing Date or the Additional
        Closing Date, as the case may be, for up to five full business days in order
        to
        effect any changes that in the opinion of counsel for the Company or counsel
        for
        the Underwriters may be necessary in the Registration Statement and the
        Prospectus or in any other document or arrangement, and the Company agrees
        to
        promptly prepare any amendment or supplement to the Registration Statement
        and
        the Prospectus that effects any such changes. As used in this Agreement,
        the
        term “Underwriter” includes, for all purposes of this Agreement unless the
        context otherwise requires, any person not listed in Schedule 1 hereto that,
        pursuant to this Section 10, purchases Shares that a defaulting Underwriter
        agreed but failed to purchase.
 
 (b)  If,
        after
        giving effect to any arrangements for the purchase of the Shares of a defaulting
        Underwriter or Underwriters by the non-defaulting Underwriters and the Company
        as provided in paragraph (a) above, the aggregate number of Shares that remain
        unpurchased on the Closing Date or the Additional Closing Date, as the case
        may
        be does not exceed one-eleventh of the aggregate number of Shares to be
        purchased on such date, then the Company shall have the right to require
        each
        non-defaulting Underwriter to purchase the number of Shares that such
        Underwriter agreed to purchase hereunder on such date plus such Underwriter’s
        pro rata share (based on the number of Shares that such Underwriter agreed
        to
        purchase on such date) of the Shares of such defaulting Underwriter or
        Underwriters for which such arrangements have not been made.
 
 (c)  If,
        after
        giving effect to any arrangements for the purchase of the Shares of a defaulting
        Underwriter or Underwriters by the non-defaulting Underwriters and the Company
        as provided in paragraph (a) above, the aggregate number of Shares that remain
        unpurchased on the Closing Date or the Additional Closing Date, as the case
        may
        be, exceeds one-eleventh of the aggregate amount of Shares to be purchased
        on
        such date, or if the Company shall not exercise the right described in paragraph
        (b) above, then this Agreement or, with respect to any Additional Closing
        Date,
        the obligation of the Underwriters to purchase Shares on the Additional Closing
        Date, as the case may be shall terminate without liability on the part of
        the
        non-defaulting Underwriters. Any termination of this Agreement pursuant to
        this
        Section 10 shall be without liability on the part of the Company, except
        that
        the Company will continue to be liable for the payment of expenses as set
        forth
        in Section 11 hereof and except that the provisions of Section 7 hereof shall
        not terminate and shall remain in effect.


24


(d)  Nothing
        contained herein shall relieve a defaulting Underwriter of any liability
        it may
        have to the Company or any non-defaulting Underwriter for damages caused
        by its
        default.
 
 11.  Payment
        of Expenses. (a) Whether or not the transactions contemplated by this
        Agreement are consummated or this Agreement is terminated, the Company will
        pay
        or cause to be paid all costs and expenses incident to the performance of
        its
        obligations hereunder, including without limitation, (i) the costs incident
        to
        the authorization, issuance, sale, preparation and delivery of the Shares
        and
        any taxes payable in that connection; (ii) the costs incident to the
        preparation, printing and filing under the Securities Act of the Registration
        Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus,
        any
        Time of Sale Information and the Prospectus (including all exhibits, amendments
        and supplements thereto) and the distribution thereof; (iii) the costs of
        reproducing and distributing each of the Transaction Documents; (iv) the
        fees
        and expenses of the Company's counsel and independent accountants; (v) the
        fees
        and expenses incurred in connection with the registration or qualification
        and
        determination of eligibility for investment of the Shares under the laws
        of such
        jurisdictions as the Representatives may designate and the preparation, printing
        and distribution of a Blue Sky Memorandum (including the related fees and
        expenses of counsel for the Underwriters); (vi) the cost of preparing share
        certificates; (vii) the costs and charges of any transfer agent and any
        registrar; (viii) all expenses and application fees incurred in connection
        with
        any filing with, and clearance of the offering by, the National Association
        of
        Securities Dealers, Inc.; (ix) all expenses incurred by the Company in
        connection with any “road show” presentation to potential investors; and (x) all
        expenses and application fees related to the listing of the Shares on the
        NASDAQ
        Market and on the Prague Stock Exchange.
 
 (b)  If
        (i)
        this Agreement is terminated pursuant to Section 9, (ii) the Company for
        any
        reason fails to tender the Shares for delivery to the Underwriters or (iii)
        the
        Underwriters decline to purchase the Shares for any reason permitted under
        this
        Agreement, the Company agrees to reimburse the Underwriters for all
        out-of-pocket costs and expenses (and in case of (ii) and (iii) including
        the
        fees and expenses of their counsel) reasonably incurred by the Underwriters
        in
        connection with this Agreement and the offering contemplated
        hereby.
 
 12.  Persons
        Entitled to Benefit of Agreement. This Agreement shall inure to the benefit
        of and be binding upon the parties hereto and their respective successors
        and
        the officers and directors and any controlling persons referred to in Section
        7
        hereof. Nothing in this Agreement is intended or shall be construed to give
        any
        other person any legal or equitable right, remedy or claim under or in respect
        of this Agreement or any provision contained herein. No purchaser of Shares
        from
        any Underwriter shall be deemed to be a successor merely by reason of such
        purchase.
 
 13.  Survival.
        The respective indemnities, rights of contribution, representations, warranties
        and agreements of the Company and the Underwriters contained in this Agreement
        or made by or on behalf of the Company or the Underwriters pursuant to this
        Agreement or any certificate delivered pursuant hereto shall survive the
        delivery of and payment for the Shares and shall remain in full force and
        effect, regardless of any termination of this Agreement or any investigation
        made by or on behalf of the Company or the Underwriters.
 
 14.  Certain
        Defined Terms. For purposes of this Agreement, (a) except where otherwise
        expressly provided, the term "affiliate" has the meaning set forth in Rule
        405
        under the Securities Act; (b) the term "business day" means any day other
        than a
        day on which banks are permitted or required to be closed in New York City;
        and
        (c) the term "subsidiary" has the meaning set forth in Rule 405 under the
        Securities Act.


25


15.  Research
        Analyst Independence. ** The
        Company acknowledges that the Underwriters’ research analysts and research
        departments are required to be independent from their respective investment
        banking divisions and are subject to certain regulations and internal policies,
        and that such Underwriters’ research analysts may hold views and make statements
        or investment recommendations and/or publish research reports with respect
        to
        the Company and/or the offering that differ from the views of their respective
        investment banking divisions. The Company hereby waives and releases, to
        the
        fullest extent permitted by law, any claims that the Company may have against
        the Underwriters with respect to any conflict of interest that may arise
        from
        the fact that the views expressed by their independent research analysts
        and
        research departments may be different from or inconsistent with the views
        or
        advice communicated to the Company by such Underwriters’ investment banking
        divisions. The Company acknowledges that each of the Underwriters is a full
        service securities firm and as such from time to time, subject to applicable
        securities laws, may effect transactions for its own account or the account
        of
        its customers and hold long or short positions in debt or equity securities
        of
        the companies that may be the subject of the transactions contemplated by
        this
        Agreement.
 
 16.  Miscellaneous.
 
 (a)  *Notices* .
        All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if mailed or transmitted and confirmed by
        any
        standard form of telecommunication. Notices to the Underwriters shall be
        given
        to the Representative J.P. Morgan Securities Ltd., 10 Aldermanbury, London
        EC2V
        7RF (fax: +44 (0) 207 325 8168; Attention: Equity Capital Markets
        Syndicate Desk); Lehman Brothers Inc., 745 Seventh Avenue, New York, NY 10019,
        Fax - [ · ]
        ,
        Attention - ECM Syndicate Desk with a copy to Simpson Thacher & Bartlett
        LLP, CityPoint, One Ropemaker Street, London EC2Y 9HU, England (fax:
        +44 (0) 207 275 6502, Attention: Walter Looney, Esq.) Notices to the
        Company shall be given to it in care of CME Development Corporation,
        8 th Floor,
        Aldwych House, 71-91 Aldwych, London WC2B 4HN, England, (fax: +44 (0) 207
        430
        5403; Attention: Daniel Penn, Esq.); with a copy to Katten Muchin Rosenman
        LLP,
        575 Madison Avenue, New York, NY 10022, USA (fax: +1 212 940 8776; Attention:
        Robert L. Kohl, Esq.)
 
 (b)  *Submission
        to Jurisdiction* .
        The
        Company irrevocably submits to the non-exclusive jurisdiction of any U.S.
        Federal or New York State court in the Borough of Manhattan in the City,
        County
        and State of New York, United States of America, in any legal suit, action
        or
        proceeding based on or arising under this Agreement and agrees that all claims
        in respect of such suit or proceeding may be determined in any such court.
        The
        Company irrevocably waives the defense of an inconvenient forum or objections
        to
        personal jurisdiction with respect to the maintenance of such legal suit,
        action
        or proceeding. To the extent permitted by law, the Company hereby waives
        any
        objections to the enforcement by any competent court in Bermuda of any judgment
        validly obtained in any such court in New York on the basis of any such legal
        suit, action or proceeding. The Company shall, on or before the Closing Date,
        have appointed CT Corporation System (the “ Authorized
        Agent ”)
        as its
        authorized agent upon whom process may be served in any such legal suit,
        action
        or proceeding. Such appointment shall be irrevocable. The Authorized Agent
        shall
        have agreed to act as said agent for service of process and the Company agrees
        to take any and all action, including the filing of any and all documents
        and
        instruments that may be necessary to continue such appointment in full force
        and
        effect as aforesaid. The Company further agrees that service of process upon
        the
        Authorized Agent and written notice of said service to the Company shall
        be
        deemed in every respect effective service of process upon the Company in
        any
        such legal suit, action or proceeding. Nothing herein shall affect the right
        of
        any Initial Purchaser or any person controlling any Initial Purchaser to
        serve
        process in any other manner permitted by law. The provisions of this Section
        13(b) are intended to be effective upon the execution of this Agreement without
        any further action by the Company and the introduction of a true copy of
        this
        Agreement into evidence shall be conclusive and final evidence as to such
        matters.




26


(c)  *Waiver
        of Immunity* .
        To the
        extent the Company or any of its properties, assets or revenues may have
        or may
        hereafter become entitled to, or has attributed to it, any right of immunity,
        on
        the grounds of sovereignty or otherwise, from any legal action, suit or
        proceeding, from the giving of any relief in any such legal action, suit
        or
        proceeding, from set-off or counterclaim, from the competent jurisdiction
        of any
        court, from service of process, from attachment upon or prior to judgment,
        from
        attachment in aid of execution of judgment, or from execution of judgment,
        or
        other legal process or proceeding for the giving of any relief or for the
        enforcement of any judgment, in any competent jurisdiction in which proceedings
        may at any time be commenced, with respect to its obligations, liabilities
        or
        any other matter under or arising out of or in connection with this Agreement,
        any of the Transaction Documents or any of the transactions contemplated
        hereby
        or thereby, the Company hereby irrevocably and unconditionally waives, and
        agrees not to plead or claim, any such immunity and consent to such relief
        and
        enforcement.
 
 (d)  *Currency* .
        Any
        payment on account of an amount that is payable to the Underwriters in a
        particular currency (the “ Required
        Currency ”)
        that
        is paid to or for the account of the Underwriters in lawful currency of any
        other jurisdiction (the “ Other
        Currency ”),
        whether as a result of any judgment or order or the enforcement thereof or
        the
        liquidation of the Company or for any other reason shall constitute a discharge
        of the obligation of such obligor only to the extent of the amount of the
        Required Currency which the recipient could purchase in the New York or London
        foreign exchange markets with the amount of the Other Currency in accordance
        with normal banking procedures at the rate of exchange prevailing on the
        first
        day (other than a Saturday or Sunday) on which banks in New York or London
        are
        generally open for business following receipt of the payment first referred
        to
        above. If the amount of the Required Currency that could be so purchased
        (net of
        all premiums and costs of exchange payable in connection with the conversion)
        is
        less than the amount of the Required Currency originally due to the recipient,
        then the Company shall jointly and severally indemnify and hold harmless
        the
        recipient from and against all loss or damage arising out of or as a result
        of
        such deficiency. This indemnity shall constitute an obligation separate and
        independent from the other obligations of the Company, shall give rise to
        a
        separate and independent cause of action, shall apply irrespective of any
        indulgence granted by any person owed such obligation from time to time and
        shall continue in full force and effect notwithstanding any judgment or order
        for a liquidated sum in respect of an amount due hereunder or any judgment
        or
        order.
 
 (e)  *Governing
        Law* .
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York.
 
 (f)  *Counterparts* .
        This
        Agreement may be signed in counterparts (which may include counterparts
        delivered by any standard form of telecommunication), each of which shall
        be an
        original and all of which together shall constitute one and the same
        instrument.


27


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





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




28




[Underwriting
      Agreement]





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





Very
                truly yours,Central
                European Media Enterprises LtdBy:
            /s/
                Michael GarinTitle:
                Chief Executive Officer




Accepted:
                  March 23, 2006J.P.
                  MORGAN SECURITIES LTD.By:
              /s/
                  David R. JennisonAuthorized
                  SignatoryLEHMAN
                  BROTHERS INC.By:
              /s/
                  Makram AzarAuthorized
                  SignatoryING
                  BANK N.V., LONDON BRANCHBy:
              /s/
                  Mark MartinAuthorized
                  Signatory






Česká
                Spořitelna, a.s.By:
            /s/
                Pavel Kraćmar
            
            and
            By:
            /s/
                Marketa MühlhoferováAuthorized
                Signatory
            
            
            Authorized
                Signatory







**Schedule
      1** Underwriter
              
              Number
                  of SharesJ.P.
                  Morgan Securities Ltd.
              
              
              660,000Lehman
                  Brothers Inc.
              
              
              550,000ING
                  Bank N.V., London Branch
              
              
              330,000Ĉeská
                  spořitelna, a.s.
              
              
              440,000ThinkEquity
                  Partners LLC
              
              
              110,000Jefferies
                  & Company, Inc.
              
              
              110,000Total
              
              
              2,200,000




EXHIBIT
      A


FORM
      OF
      LOCK-UP AGREEMENT





March
      23,
      2006











J.P.
      Morgan Securities Ltd.


125
      London Wall


London
      EC2Y 5AJ




Lehman
      Brothers Inc.


745
      Seventh Avenue


New
      York,
      NY 10019




ING
      Bank
      N.V. London Branch


60
      London
      Wall


London,
      EC2M 5TQ




As
      Representatives of the several


Underwriters
      listed in Schedule I


to
      the
      Underwriting Agreement


referred
      to below




Re:
              **Central
                  European Media Enterprises Ltd.**--- Public Offering
  Ladies
          and Gentlemen:
  The
          undersigned understands that you, as representatives of the several Underwriters
          (the “Representatives”) propose to enter into an Underwriting Agreement (the
          "Underwriting Agreement") with **** Central
          European Media Enterprises Ltd., a **** Bermuda
          company (the "Company"), providing for the public offering (the "Public
          Offering") by **** the
          several Underwriters named in Schedule I to the Underwriting Agreement
          (the
          "Underwriters"), of shares of Class A Common Stock, of the Company (the
          "Securities"). Capitalized terms used herein and not otherwise defined
          shall
          have the meanings set forth in the Underwriting Agreement.
 
 In
          consideration of the Underwriters' agreement to purchase and make the Public
          Offering of the Securities, and for other good and valuable consideration
          receipt of which is hereby acknowledged, the undersigned hereby agrees
          that,
          without the prior written consent of the Representatives (which may not
          be
          unreasonably withheld), the undersigned will not, during the period ending
          90
          days after the date of the prospectus relating to the Public Offering (the
          "Prospectus"), (1) offer, pledge, announce the intention to sell, contract
          to
          sell, grant any option, right or warrant to purchase, or otherwise transfer
          or
          dispose of, directly or indirectly, any shares of Class A Common Stock,
          $0.08 **** per
          share
          par value, or any shares of Class B Common Stock, $0.08 **** per
          share
          par value, of the Company (the "Common Shares") or any securities convertible
          into or exercisable or exchangeable for Common Shares (including without
          limitation, Common Shares which may be deemed to be beneficially owned
          by the
          undersigned in accordance with the rules and regulations of the Securities
          and
          Exchange Commission and securities which may be issued upon exercise of
          a stock
          option or warrant) or (2) enter into any swap or other agreement that transfers,
          in whole or in part, any of the economic consequences of ownership of the
          Common
          Shares, whether any such transaction described in clause (1) or (2) above
          is to
          be settled by delivery of Common Shares or such other securities, in cash
          or
          otherwise. In addition, the undersigned agrees that, without the prior
          written
          consent of the Representatives, it will not, during the period ending
          90 **** days
          after the date of the Prospectus, make any demand for or exercise any right
          with
          respect to, the registration of any Common Shares or any security convertible
          into or exercisable or exchangeable for Common Shares.




EXHIBIT
      A




Notwithstanding
      the foregoing, the undersigned may transfer Common Shares (i) without the
      prior written consent of the Representatives pursuant to the laws of descent
      and
      distribution, provided that the distributee or heir agrees to be bound in
      writing by the restrictions set forth herein, or (ii) to any trust for the
      direct or indirect benefit of the undersigned or the immediate family of the
      undersigned, provided that the trustee of the trust agrees to be bound in
      writing by the restrictions set forth herein, and provided further that any
      such
      transfer shall not involve a disposition for value. For purposes of this Letter
      Agreement, "immediate family" shall mean any relationship by blood, marriage
      or
      adoption, not more remote than first cousin.





In
      furtherance of the foregoing, the Company, and any duly appointed transfer
      agent
      for the registration or trans4fer of the securities described herein, are hereby
      authorized to decline to make any transfer of securities if such transfer would
      constitute a violation or breach of this Letter Agreement.





The
      undersigned hereby represents and warrants that the undersigned has full power
      and authority to enter into this Letter Agreement. All authority herein
      conferred or agreed to be conferred and any obligations of the undersigned
      shall
      be binding upon the successors, assigns, heirs or personal representatives
      of
      the undersigned.





The
      undersigned understands that, if the Underwriting Agreement does not become
      effective, or if the Underwriting Agreement (other than the provisions thereof
      which survive termination) shall terminate or be terminated prior to payment
      for
      and delivery of the Common Shares to be sold thereunder, the undersigned shall
      be released form all obligations under this Letter Agreement.





The
      undersigned understands that the Underwriters are entering into the Underwriting
      Agreement and proceeding with the Public Offering in reliance upon this Letter
      Agreement.









EXHIBIT
      A





This
      lock-up agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York.




Very
                truly yours,**[NAME
                OF SHAREHOLDER]**By:Name:Title:









EXHIBIT
      B


**Issuer
        Free Writing Prospectus**
 **(Supplementing
        Preliminary Prospectus dated March 15, 2006)**
 **Filed
        pursuant to Rule 433 under the Securities Act of 1933**
 **Registration
        Statement No. 333-132448**
  
 **Issuer
        Free Writing Prospectus dated March 24, 2006**
 
 (Supplementing
        Preliminary Prospectus Dated March 15, 2006)
 
 The
        information in this Issuer Free Writing Prospectus supplements the information
        contained in Central European Media Enterprises Ltd.’s Corporation’s Preliminary
        Prospectus dated March 15, 2006.
 
 
 **Issuer:**
              
              Central
                  European Media Enterprises Ltd.**Total
                  shares offered:**
              
              2,200,000
                  shares of Common Stock.**Over-allotment
                  option:**
              
              330,000
                  shares of Common Stock.**Last
                  reported sale price of common stock on the Nasdaq National Market
                  on March
                  23, 2006:**
              
              $71.87
                  per share**Public
                  offering price:**
              
              $70.00
                  per share**Proceeds
                  to CME:**
              
              Approximately
                  $146.5 million (after deducting underwriting discounts and commissions
                  and
                  estimated offering expenses). This is an amount equal to approximately
                  $2.3 million more than the amount set forth in the Preliminary
                  Prospectus.**Common
                  stock outstanding after this offering:**
              
              33,257,994
                  shares (33,587,994 if the underwriters exercise their over-allotment
                  option in full).
 
 The
        issuer has filed a registration statement (including a prospectus) with the
        SEC
        for the offering to which this communication relates. Before you invest,
        you
        should read the prospectus in that registration statement and other documents
        the issuer has filed with the SEC for more complete information about the
        issuer
        and this offering. You may get these documents for free by visiting EDGAR
        on the
        SEC Web site at www.sec.gov .
        Alternatively, the issuer, any underwriter or any dealer participating in
        the
        offering will arrange to send you the prospectus if you request it by calling
        toll free 1-800 . Copies of the final prospectus may be accessed at the issuer’s
        website ( http://www.cetv-net.com )
        or may
        be obtained by email at the following address:
        monica_castillo@adp.com.