**Exhibit
      10.65**


**EXECUTION
      COPY**









CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.




as
      Issuer,




CENTRAL
      EUROPEAN MEDIA ENTERPRISES N.V.




and




CME
      MEDIA
      ENTERPRISES B.V.




as
      Subsidiary Guarantors,




BNY
      CORPORATE TRUSTEE SERVICES LIMITED




as
      Trustee,




THE
      BANK
      OF NEW YORK




as
      Security Trustee, Principal Paying Agent and Transfer Agent,







and




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




As
      Registrar, Luxembourg Transfer Agent


and
      Luxembourg Paying Agent






**____________________________**






INDENTURE






Dated
      as
      of May 16, 2007






**____________________________**




Senior
      Floating Rate Notes due 2014







**TABLE
      OF CONTENTS**




**Page****ARTICLE
                I DEFINITIONS AND INCORPORATION BY
                REFERENCE**
            **1**SECTION
                1.1
            Definitions
            1SECTION
                1.2
            Rules
                of Construction
            26**ARTICLE
                IITHE
                NOTES**
            **26**SECTION
                2.1
            Form
                and Dating
            26SECTION
                2.2
            Execution
                and Authentication
            27SECTION
                2.3
            Registrar
                and Paying Agent
            28SECTION
                2.4
            Paying
                Agent to Hold Assets
            30SECTION
                2.5
            List
                of Holders of Notes
            30SECTION
                2.6
            Book-Entry
                Provisions for Global Notes.
            30SECTION
                2.7
            Registration
                of Transfer and Exchange.
            31SECTION
                2.8
            Replacement
                Notes
            36SECTION
                2.9
            Outstanding
                Notes
            36SECTION
                2.10
            Treasury
                Notes
            36SECTION
                2.11
            Temporary
                Notes
            37SECTION
                2.12
            Cancellation
            37SECTION
                2.13
            Defaulted
                Interest
            37SECTION
                2.14
            ISIN
                and Common Codes
            37SECTION
                2.15
            Deposit
                of Moneys
            38SECTION
                2.16
            Certain
                Matters Relating to Global Notes
            38**ARTICLE
                IIIREDEMPTION**
            **38**SECTION
                3.1
            Optional
                Redemption
            38SECTION
                3.2
            Notices
                to Trustee
            38SECTION
                3.3
            Selection
                of Notes to Be Redeemed
            39SECTION
                3.4
            Notice
                of Redemption
            39SECTION
                3.5
            Effect
                of Notice of Redemption
            40SECTION
                3.6
            Deposit
                of Redemption Price
            40SECTION
                3.7
            Notes
                Redeemed in Part
            41**ARTICLE
                IVCOVENANTS**
            **41**SECTION
                4.1
            Payment
                of Notes.
            41SECTION
                4.2
            Maintenance
                of Office or Agency
            42SECTION
                4.3
            Limitation
                on Indebtedness
            42SECTION
                4.4
            Limitation
                on Restricted Payments.
            45SECTION
                4.5
            Corporate
                Existence
            49SECTION
                4.6
            Limitation
                on Liens
            49SECTION
                4.7
            Waiver
                of Stay, Extension or Usury Laws
            49SECTION
                4.8
            Limitation
                on Restrictions on Distributions from Restricted
                Subsidiaries
            49SECTION
                4.9
            Limitation
                on Sales of Assets and Subsidiary Stock
            51SECTION
                4.10
            Limitation
                on Affiliate Transactions
            53SECTION
                4.11
            Listing.
            55SECTION
                4.12
            Reports.
            55SECTION
                4.13
            Limitation
                on Lines of Business
            56SECTION
                4.14
            Change
                of Control and Rating Decline
            56SECTION
                4.15
            Additional
                Amounts
            58SECTION
                4.16
            Payment
                of Non-Income Taxes and Similar Charges
            58


i





**Page**SECTION
                4.17
            Compliance
                Certificate; Notice of Default
            58SECTION
                4.18
            Merger,
                Amalgamation and Consolidation
            59SECTION
                4.19
            Payments
                for Consent.
            60SECTION
                4.20
            Limitations
                on Sale of Capital Stock of Restricted Subsidiaries
            61SECTION
                4.21
            Limitation
                on Guarantees of the Issuer and Subsidiary Guarantor
                Indebtedness
            61SECTION
                4.22
            Impairment
                of Security Interest
            61**ARTICLE
                V SUCCESSOR CORPORATION**
            **61****ARTICLE
                VI DEFAULT AND REMEDIES**
            **61**SECTION
                6.1
            Events
                of Default
            61SECTION
                6.2
            Acceleration
            63SECTION
                6.3
            Other
                Remedies
            64SECTION
                6.4
            The
                Trustee May Enforce Claims Without Possession of
                Securities
            64SECTION
                6.5
            Rights
                and Remedies Cumulative
            64SECTION
                6.6
            Delay
                or Omission Not Waiver
            64SECTION
                6.7
            Waiver
                of Past Defaults
            64SECTION
                6.8
            Control
                by Majority
            65SECTION
                6.9
            Limitation
                on Suits
            65SECTION
                6.10
            Rights
                of holders of the Notes to Receive Payment
            65SECTION
                6.11
            Collection
                Suit by Trustee
            65SECTION
                6.12
            Trustee
                May File Proofs of Claim
            66SECTION
                6.13
            Priorities
            66SECTION
                6.14
            Restoration
                of Rights and Remedies
            67SECTION
                6.15
            Undertaking
                for Costs
            67SECTION
                6.16
            Notices
                of Default
            67**ARTICLE
                VIITRUSTEE**
            **67**SECTION
                7.1
            Duties
                of Trustee.
            67SECTION
                7.2
            Rights
                of Trustee
            68SECTION
                7.3
            Individual
                Rights of Trustee
            70SECTION
                7.4
            Trustee’s
                Disclaimer
            70SECTION
                7.5
            Notice
                of Default
            70SECTION
                7.6
            Compensation
                and Indemnity
            70SECTION
                7.7
            Replacement
                of Trustee
            71SECTION
                7.8
            Successor
                Trustee by Merger, etc.
            73**ARTICLE
                VIII SATISFACTION AND DISCHARGE OF
                INDENTURE**
            **73**SECTION
                8.1
            Option
                to Effect Legal Defeasance or Covenant Defeasance
            73SECTION
                8.2
            Legal
                Defeasance and Discharge
            73SECTION
                8.3
            Covenant
                Defeasance
            74SECTION
                8.4
            Conditions
                to Legal or Covenant Defeasance
            74SECTION
                8.5
            Satisfaction
                and Discharge of Indenture
            75SECTION
                8.6
            Survival
                of Certain Obligations
            76SECTION
                8.7
            Acknowledgment
                of Discharge by Trustee
            76SECTION
                8.8
            Application
                of Trust Moneys
            76SECTION
                8.9
            Repayment
                to the Issuer; Unclaimed Money
            76SECTION
                8.10
            Reinstatement
            77


ii





**Page****ARTICLEIX
                AMENDMENTS, SUPPLEMENTS AND WAIVERS**
            **77**SECTION
                9.1
            Without
                Consent of holders of the Notes
            77SECTION
                9.2
            With
                Consent of Holders of Notes
            78SECTION
                9.3
            Revocation
                and Effect of Consents
            79SECTION
                9.4
            Notation
                on or Exchange of Notes
            80SECTION
                9.5
            Trustee
                to Sign Amendments, etc.
            80**ARTICLE
                X GUARANTEES**
            **80**SECTION
                10.1
            Subsidiary
                Guarantee.
            80SECTION
                10.2
            Limitation
                on Liability
            81SECTION
                10.3
            No
                Subrogation
            81SECTION
                10.4
            Release
            81**ARTICLE
                XI SECURITY AND SECURITY TRUSTEE**
            **82**SECTION
                11.1
            Collateral
                and Security Documents
            82SECTION
                11.2
            Responsibilities
                of Security Trustee.
            84SECTION
                11.3
            Security
                Trustee’s Individual Capacity
            84SECTION
                11.4
            Trustee
                May Perform
            84SECTION
                11.5
            Fees,
                etc.
            85SECTION
                11.6
            Indemnification:
                Disclaimers, etc.
            85SECTION
                11.7
            Illegality;
                No inconsistency
            85SECTION
                11.8
            Rights
                of Trustee, the Security Trustee and the Paying Agent
            85SECTION
                11.9
            Parallel
                Debt.
            85**ARTICLE
                XII MISCELLANEOUS**
            **87**SECTION
                12.1
            Notices
            87SECTION
                12.2
            Certificate
                and Opinion as to Conditions Precedent
            89SECTION
                12.3
            Statements
                Required in Certificate or Opinion
            90SECTION
                12.4
            Rules
                by Trustee, Paying Agent (Including Principal Paying Agent),
                Registrar
            90SECTION
                12.5
            Legal
                Holidays
            91SECTION
                12.6
            Governing
                Law
            91SECTION
                12.7
            Submission
                to Jurisdiction; Appointment of Agent for Service
            91SECTION
                12.8
            No
                Adverse Interpretation of Other Agreements
            92SECTION
                12.9
            No
                Personal Liability of Directors, Officers, Employees, Incorporators
                or
                Stockholders
            92SECTION
                12.10
            Currency
                Indemnity
            92SECTION
                12.11
            Currency
                Calculation
            92SECTION
                12.12
            Information
            92SECTION
                12.13
            Successors
            93SECTION
                12.14
            Counterpart
                Originals
            93SECTION
                12.15
            Severability
            93SECTION
                12.16
            Table
                of Contents, Headings, etc.
            93


iii


EXHIBITS




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






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


i


INDENTURE,
      dated as of May 16, 2007 among (i) CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.,
      a
      company incorporated under the laws of Bermuda (the “Issuer”), (ii)
      CENTRAL EUROPEAN MEDIA ENTERPRISES N.V., a company organized and existing under
      the laws of the Netherlands Antilles (“CME NV”), (iii) CME MEDIA
      ENTERPRISES B.V., a company organized and existing under the laws of the
      Netherlands (“CME BV” and, together with CME NV, the “Subsidiary
      Guarantors”), (iv) BNY Corporate Trustee Services Limited as Trustee, (v)
      The Bank of New York as Transfer Agent, Principal Paying Agent and Security
      Trustee and (vi) The Bank of New York (Luxembourg) S.A. as Registrar, Luxembourg
      Transfer Agent and Luxembourg Paying Agent.




The
      Issuer has duly authorized the creation and issuance of its €150,000,000 Senior
      Floating Rate Notes due 2014 (such notes, together with any Additional Notes
      (as
      defined herein), being referred to as the “Notes”); and, to provide
      therefor, the Issuer and the Subsidiary Guarantors have duly authorized the
      execution and delivery of this Indenture.  Except as otherwise
      provided herein, €150,000,000 in aggregate principal amount of Notes shall be
      initially issued on the date hereof.




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




**ARTICLE
      I**




**DEFINITIONS
      AND INCORPORATION BY REFERENCE**




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




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




“Additional
      Assets” means:




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




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




(3)
            Capital
                Stock constituting a minority interest in any Person that at such
                time is
                a Restricted Subsidiary of the Issuer;*provided*,
                *however*, that, in the case of clauses (2) and (3), such
                Restricted Subsidiary is primarily engaged in a Permitted
                Business.




1


“Additional
      Notes” means any additional principal amounts of Notes due 2014 issued from time
      to time under the terms of this Indenture after the Issue Date.




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




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




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




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




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




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




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




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




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




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




(5)
            transactions
                permitted under Section 4.18;




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




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




2


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




(9)
            dispositions
                in connection with Permitted Liens;




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




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




(12)
            foreclosure
                on assets.




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




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




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




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




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




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




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




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




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




3


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




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




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




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




“Cash
      Equivalents” means:




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




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




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




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




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




4


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




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




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




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




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




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




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




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




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




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




5


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




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




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




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




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




“Clearstream”
      means Clearstream Banking, *société anonyme*.




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




“Collateral”
      means the Pledged Shares and the assigned rights under the Framework
      Agreement.




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




“Common
      Depositary” means The Bank of New York.




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




“Company
      Order” means a written order or request signed in the name of the Issuer or a
      Subsidiary Guarantor by an Officer or duly authorized members of the Management
      Board, as applicable.




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




(1)
            if
                the Issuer or any Restricted
                Subsidiary:




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




6


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




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




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




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




7


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




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




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




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




(1)
              Consolidated
                  Interest Expense;
  (2)
              Consolidated
                  Income Taxes;
  (3)
              consolidated
                  depreciation expense;


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




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




8


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




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




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




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




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




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




(3)
            non-cash
                interest expense;




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




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




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




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




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




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




9


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




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




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




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




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




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




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




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




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




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




10


(4)
            any
                extraordinary gain or loss;




(5)
            any
                foreign exchange gains or losses;
                and




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




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




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




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




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




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




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




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




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




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




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




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




(3)
            is
                redeemable at the option of the holder of the Capital Stock thereof,
                in
                whole or in part, in each case, on or prior to the date that is 91
                days
                after the date (a) on which the Notes mature or (b) on which there
                are no
                Notes outstanding, *provided* that only the portion of Capital
                Stock which so matures or is mandatorily redeemable, is so convertible
                or
                exchangeable or is so redeemable at the option of the holder thereof
                prior
                to such date will be deemed to be Disqualified Stock; *provided*,
                *further*, that any Capital Stock that would constitute
                Disqualified Stock solely because the holders thereof have the right
                to
                require the Issuer to repurchase such Capital Stock upon the occurrence
                of
                a change of control or asset sale (each defined in a substantially
                identical manner to the corresponding definitions in this Indenture)
                shall
                not constitute Disqualified Stock if the terms of such Capital Stock
                (and
                all such securities into which it is convertible or for which it
                is
                ratable or exchangeable) provide that the Issuer may not repurchase
                or
                redeem any such Capital Stock (and all such securities into which
                it is
                convertible or for which it is ratable or exchangeable) pursuant
                to such
                provision prior to compliance by the Issuer with Sections 4.9 and
                4.14
                hereof and such repurchase or redemption complies with Section 4.4
                hereof.




11


“EBRD
      Loan” means the five year revolving loan agreement dated July 21, 2006, arranged
      by the European Bank for Reconstruction and Development.




“Euroclear”
      means Euroclear Bank S.A./N.V., as operator of the Euroclear
      System.




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




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




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




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




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




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




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




12


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




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




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




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




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




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




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




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




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




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




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




13


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




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




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




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




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




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




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




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




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




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




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




14


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




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




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




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




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




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




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




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




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




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




For
      purposes of Section 4.4 of this Indenture:




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




15


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




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




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




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




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




“Maturity
      Date” means May 15, 2014.




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




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




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




16


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




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




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




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




“Non-Recourse
      Debt” means Indebtedness:




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




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




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




“Offering
      Memorandum” means the Offering Memorandum, dated May 9, 2007, relating to the
      Notes.




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




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




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




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




17


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




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




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




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




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




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




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




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




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




(3)
            cash
                and Cash Equivalents;




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




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




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




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




18


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




(9)
              Investments
                  in existence on the Issue Date;


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




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




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




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




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




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




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




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




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




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




19


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




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




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




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




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




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




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




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




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




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




20


(14)
            Liens
                existing on the Issue Date;




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




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




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




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




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




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




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




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




“Pledged
      Shares” means the shares of the Guarantors pledged as security pursuant to this
      Indenture.




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




21


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




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




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




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




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




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




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




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




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




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




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




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




22


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




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




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




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




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




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




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




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




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




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




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




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




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




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




“Security
      Trustee” means the security trustee from time to time under the Security
      Documents, which shall initially be The Bank of New York.




23


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




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




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




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




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




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




“Subsidiary
      Guarantors” means Central European Media Enterprises N.V. and CME Media
      Enterprises B.V.




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




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




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




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




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




24


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




“Unrestricted
      Subsidiary” means:




(1)
            any
                Subsidiary of the Issuer that at the time of determination shall
                be
                designated an Unrestricted Subsidiary by the Board of Directors of
                the
                Issuer in the manner provided below;
                and




(2)
            any
                Subsidiary of an Unrestricted
                Subsidiary.




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




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




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




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




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




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




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




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




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




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




25


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




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




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




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




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




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




SECTION
      1.2   Rules ofConstruction. Unless the context
      otherwise requires:




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




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




(c)           “or”
      is not exclusive;




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




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




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




**ARTICLE
      II**




**THE
      NOTES**




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




26


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




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




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




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




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




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




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




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


27


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




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




Except
      as
      otherwise provided herein, the aggregate principal amount of Notes that may
      be
      outstanding at any time under this Indenture is not limited in
      amount.  The Trustee shall authenticate such Notes which shall consist
      of (i) Original Notes for original issue on the Issue Date in an aggregate
      principal amount not to exceed €150,000,000 and (ii) Additional Notes from time
      to time for issuance after the Issue Date to the extent otherwise permitted
      hereunder (including, without limitation, under Section 4.3 hereof), in each
      case upon receipt by the Trustee of a Company Order in the form of an Officers’
Certificate.  Additional Notes will be treated as the same series of
      Notes as the Original Notes for all purposes under this Indenture, including,
      without limitation, for purposes of waivers, amendments, redemptions and offers
      to purchase.  Such Company Order shall specify the aggregate principal
      amount of Notes to be authenticated, the date on which the Notes are to be
      authenticated, the issue price and the date from which interest on such Notes
      shall accrue, whether the Notes are to be Original Notes or Additional Notes,
      whether the Notes are to be issued as Definitive Notes or Global Notes and
      whether or not the Notes shall bear the Private Placement Legend, or such other
      information as the Trustee may reasonably request.  In addition, such
      Company Order shall include (a) a statement that the Persons signing the Company
      Order have (i) read and understood the provisions of this Indenture relevant
      to
      the statements in the Company Order and (ii) made such examination or
      investigation as is necessary to enable them to make such statements and (b)
      a
      brief statement as to the nature and scope of the examination or investigation
      on which the statements set forth in the Company Order are based.  In
      authenticating the Notes and accepting the responsibilities under this Indenture
      in relation to the Notes, the Trustee shall be entitled to receive, and shall
      be
      fully protected in relying upon, an Opinion of Counsel in a form reasonably
      satisfactory to the Trustee stating that the form and terms thereof have been
      established in conformity with the provisions of this Indenture, do not give
      rise to a Default and that the issuance of such Notes has been duly authorized
      by the Issuer and, if applicable, the Subsidiary Guarantors.  Upon
      receipt of a Company Order, the Trustee shall authenticate Notes in substitution
      of Notes originally issued to reflect any name change of the
      Issuer.




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




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


28


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




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


29


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




The
      obligations of the Agents are several and not joint.




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




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




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




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


30


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




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




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




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




31


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




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




32


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




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




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




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




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




33


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




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




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




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




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




34


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




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




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




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




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




35


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




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




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




If
      the
      principal amount of any Note is considered paid under Section 4.1 hereof,
      it ceases to be outstanding and interest and Additional Amounts, if any, on
      it
      cease to accrue.If on a Redemption Date or the Maturity Date the Paying Agent
      holds cash in euro sufficient to pay all of the principal, interest and
      Additional Amounts, if any, due on the Notes payable on that date, then on
      and
      after that date such Notes cease to be outstanding and interest and Additional
      Amounts, if any, on such Notes cease to accrue.




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




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




36


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




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




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




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




37


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




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




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




**ARTICLE
      III**




**REDEMPTION**




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




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




38


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




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




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




(a)           the
      Redemption Date;




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




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




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




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




39


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




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




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




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




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




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




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




40


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




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




**ARTICLE
      IV**




**COVENANTS**




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




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




41


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




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




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




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




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




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




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




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




(ii)
            any
                sale or other transfer of any such Indebtedness to a Person other
                than the
                Issuer or a Restricted Subsidiary of the Issuershall be deemed, in
                each
                case, to constitute an Incurrence of such Indebtedness by the Issuer
                or
                such Restricted Subsidiary, as the case may
                be;




42


(3)
            Indebtedness
                represented by Guarantees of the
                Notes;




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




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




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




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




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




43


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




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




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




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




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




(2)
            the
                amount of Indebtedness issued at a price that is less than the principal
                amount thereof will be equal to the amount of the liability in respect
                thereof determined in accordance with
                GAAP.




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




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




44


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




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




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




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




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




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




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




45


(4)
            make
                any Restricted Investment in any
                Person;




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




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




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




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




(i)
            (a)
                50% of Consolidated Net Income for the period (treated as one accounting
                period) from July 1, 2005 to the end of the most recent fiscal quarter
                ending prior to the date of such Restricted Payment for which financial
                statements are in existence (or, in the event Consolidated Net Income
                for
                such period is a deficit then, minus 100% of such
                deficit);




(ii)
            100%
                of the aggregate Net Cash Proceeds received by the Issuer from the
                issue
                or sale of its Capital Stock (other than Disqualified Stock) or other
                capital contributions subsequent to July 1, 2005 (other than Net
                Cash
                Proceeds received from an issuance or sale of such Capital Stock
                to a
                Subsidiary of the Issuer or an employee stock ownership plan, option
                plan
                or similar trust established by the Issuer or any of its Subsidiaries
                to
                the extent such sale to an employee stock ownership plan, option
                plan or
                similar trust is financed by loans from or guaranteed by the Issuer
                or any
                of its Subsidiaries unless such loans have been repaid with cash on or
                prior to the date of
                determination);




(iii)
            the
                amount by which Indebtedness of the Issuer is reduced on the Issuer’s
                balance sheet upon the conversion or exchange (other than by a Subsidiary
                of the Issuer) subsequent to July 1, 2005 of any Indebtedness of
                the
                Issuer convertible or exchangeable for Capital Stock (other than
                Disqualified Stock) of the Issuer (less the amount of any cash, or
                other
                property, distributed by the Issuer upon such conversion or exchange);
                and




46


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




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




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




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




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




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




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




47


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




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




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




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




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




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




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




48


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




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




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




SECTION
      4.8   Limitation on Restrictions on Distributions from Restricted
      Subsidiaries.




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




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




49


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




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




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




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




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




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




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




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




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




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




50


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




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




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




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




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




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




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




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




51


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




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




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




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




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




52


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




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




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




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




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




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




53


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




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




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




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




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




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




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




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




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




54


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




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




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




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




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




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




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




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




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




55


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




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




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




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




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




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




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




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


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




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




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




56


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




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




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




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




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




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




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




57


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




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




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




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




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




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




58


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




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




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




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




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




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




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




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




59


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




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




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




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




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




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




60


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




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




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




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




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




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




**ARTICLE
      V**




**SUCCESSOR
      CORPORATION**




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




**ARTICLE
      VI**




**DEFAULT
      AND REMEDIES**




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




61




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




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




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




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




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




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




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




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




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




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




62


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




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




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




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




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




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




63


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




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




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




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




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




64


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




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




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




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




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




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




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




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




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




65


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




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




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




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




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




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




66


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




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




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




**ARTICLE
      VII**




**TRUSTEE**




SECTION
      7.1   Duties of Trustee.




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




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




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




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




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




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




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




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




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




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




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




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




SECTION
      7.2   Rights of Trustee.  Subject to Section
      7.1:




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




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




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




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




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




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




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




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




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




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




(k)           Under
      no circumstances will the Trustee be liable to any person for any consequential
      loss or damage (including loss of business, goodwill, opportunity or profit),
      even if advised of the possibility of such loss or damage.




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




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




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




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




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




The
      Issuer shall indemnify each of the Trustee, any predecessor Trustee and the
      Agents (which, for purposes of this paragraph, include such Trustee’s and
      Agents’ affiliates, officers, directors, employees and agents) and in any other
      capacity the Trustee may serve hereunder for, and hold them harmless against,
      any and all loss, damage, claim, proceedings, demands, costs, expense or
      liability including taxes (other than taxes based on the income of the Trustee
      or franchise, doing business or other similar taxes imposed on the Trustee)
      incurred by the Trustee or an Agent without negligence or willful misconduct
      on
      its part in connection with acceptance of administration of this trust and
      performance of any provision under this Indenture, including the reasonable
      expenses and counsel fees and expenses of defending itself against any claim
      of
      liability arising hereunder.  The Trustee and the Agents shall notify
      the Issuer promptly of any claim asserted against the Trustee or such Agent
      for
      which it may seek indemnity.  However, the failure by the Trustee or
      the Agent to so notify the Issuer shall not relieve the Issuer of its
      obligations hereunder.  The Issuer need not reimburse or indemnify
      against any loss liability or expense incurred by the Trustee through its own
      willful misconduct or negligence.  The Issuer shall defend the claim
      and the Trustee or such Agent shall cooperate in the defense (and may employ
      its
      own counsel, but at the Trustee’s expense unless the named parties in any such
      proceeding (including any impleaded parties) include both the Issuer and the
      Trustee and representation of both parties by the same counsel would be
      inappropriate due to actual or potential differing interests between them).
      The
      Issuer need not pay for any settlement made without its written consent, which
      consent shall not be unreasonably withheld.




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




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




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




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




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




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




71




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




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




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




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




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




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




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




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




72


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




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




**ARTICLE
      VIII**




**SATISFACTION
      AND DISCHARGE OF INDENTURE**




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




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




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




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




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




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




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




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




74


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




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




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




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




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




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




75


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




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




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




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




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




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




76


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




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




**ARTICLE
      IX**




**AMENDMENTS,
      SUPPLEMENTS AND WAIVERS**




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




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




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




77


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




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




(5)
      add
      Guarantees with respect to the Notes;




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




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




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




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




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




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




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




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




78


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




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




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




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




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




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




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




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




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




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




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




79


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




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




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




**ARTICLE
      X**




**GUARANTEES**




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




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




80


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




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




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




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




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




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




81


**ARTICLE
      XI**




**SECURITY
      AND SECURITY TRUSTEE**




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




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




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




82


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




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




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




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




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




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




(g)           Subject
      to the Intercreditor Agreement, the Notes are secured by Liens that rank junior
      under local law to the 2005 Notes (as defined in the Intercreditor Agreement)
      and the EBRD Loan, but, pursuant to the Intercreditor Agreement, the parties
      thereto have agreed that the Notes shall rank pari passu in relation to the
      application or right in and priority of payment of any enforcement proceeds
      to
      the security interests securing the 2005 Notes and the EBRD Loan, which are
      both
      secured by the same Collateral.




83


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




SECTION
      11.2   Responsibilities of Security Trustee.




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




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




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




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




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




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




84


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




SECTION
      11.6   Indemnification: Disclaimers, etc.




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




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




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




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




SECTION
      11.9   Parallel Debt.




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





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


85


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





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





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





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





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





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





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


86


**ARTICLE
      XII**




**MISCELLANEOUS**




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




if
      to the
      Issuer:




Central
      European Media Enterprises Ltd.


c/o
      CME
      Development Corporation


Aldwych
      House


81
      Aldwych


London
      WC2B 4HN


United
      Kingdom


Attention:  General
      Counsel


Facsimile
      no.: +44 20 7430 5403





with
      a
      copy to:





Katten
      Muchin Rosenman LLP


575
      Madison Avenue


New
      York,
      NY 10022-2585


USA


Attention:
      Robert L. Kohl, Esq.


Facsimile
      no.: +1 212-940-8776





if
      to
      Central European Media Enterprises N.V.:




Central
      European Media Enterprises N.V.


Schottegatweg
      Oost 44


Willemstad


Curacao


Netherlands
      Antilles.


Attention:  General
      Counsel


Facsimile
      no.: +44 20 7430 5403


87


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





Katten
      Muchin Rosenman LLP


575
      Madison Avenue


New
      York,
      NY 10022-2585


USA


Attention:
      Robert L. Kohl, Esq.


Facsimile
      no.: +1 212-940-8776





if
      to CME
      Media Enterprises B.V.:





CME
      Media
      Enterprises B.V.


Dam
      5B


1012
      JS
      Amsterdam


The
      Netherlands


Attention:  General
      Counsel


Facsimile
      no.: +44 20 7430 5403





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





Katten
      Muchin Rosenman LLP


575
      Madison Avenue


New
      York,
      NY 10022-2585


USA


Attention:
      Robert L. Kohl, Esq.


Facsimile
      no.: +1 212-940-8776





if
      to the
      Principal Paying Agent:




The
      Bank
      of New York


One
      Canada Square


London
      E14 5AL


United
      Kingdom


Fax:  +44
      20 7964 6399


Attention:
      Jason Blondell (indicating in which capacity)




if
      to the
      Luxembourg Paying Agent:




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


1A,
      Hoehenhof


L-1736
      Senningerberg


Luxembourg


Fax:  +352
      34 20 90 6036


Attention:
      Manager Corporate Trust Services





if
      to the
      Trustee:




BNY
      Corporate Trustee Services Limited


One
      Canada Square


London
      E14 5AL


United
      Kingdom


Fax:  +44
      20 7964 6399


Attention:  Jason
      Blondell (indicating in which capacity)


88


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




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




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




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




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




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




89


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




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




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




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




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




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




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




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




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




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




90


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




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




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




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




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




91


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




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




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




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




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




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




92


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




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




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




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




93


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




CENTRAL
                EUROPEAN MEDIAENTERPRISES
                LTD.as
                IssuerBy:
            /s/
                Michael GarinName:
            Michael
                GarinTitle:
            Chief
                Executive OfficerCENTRAL
                EUROPEAN MEDIAENTERPRISES
                N.V.as
                Subsidiary GuarantorBy:
            /s/
                Michael GarinName:
            Michael
                GarinTitle:
            Managing
                DirectorCME
                MEDIA ENTERPRISES B.V.as
                Subsidiary GuarantorBy:
            /s/
                Michael GarinName:
            Michael
                GarinTitle:
            Managing
                DirectorBNY
                CORPORATE TRUSTEE SERVICESLIMITEDas
                TrusteeBy:
            /s/
                Jason BlondellName:
            Jason
                BlondellTitle:
            Authorised
                Signatory








Acknowledged
                and agreed byThe
                Bank of New York, as Transfer Agent, Principal Paying Agent and Security
                TrusteeBy:
            /s/
                Jason BlondellName:
            Jason
                BlondellTitle:
            Authorised
                Signatory





Acknowledged
                and agreed byThe
                Bank of New York (Luxembourg) S.A., as Registrar, Luxembourg Transfer
                Agent and Luxembourg Paying AgentBy:
            /s/
                Jason BlondellName:
            Jason
                BlondellTitle:
            Authorised
                Signatory






Dated:





EXHIBIT
      A


TO
      THE
      INDENTURE





**[**FORM
      OF FACE OF GLOBAL NOTE**]**




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




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




A-1




**CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.**




Senior
      Floating Rate Note due 2014









Common
      Code: ________




ISIN:
      ________




No.____
              €150,000,000




CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD., a company limited by shares incorporated under
      the laws of Bermuda (the “Issuer,” which term includes any successor
      corporation), for value received promises to pay The Bank of New York Depositary
      (Nominees) Limited or registered assigns upon surrender hereof the principal
      sum
      indicated on Schedule A hereof, on May 15, 2014.




Interest
      Payment Dates:  May 15 and November 15, commencing November 15,
      2007.




Record
      Dates: May 1 and November 1 immediately preceding each Interest Payment
      Date.




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




A-2




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




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







This
      is
      one of the Notes referred to


in
      the
      above-mentioned Indenture:


BNY
      CORPORATE TRUSTEE


SERVICES
      LIMITED


as
      Trustee







By:Name:Title:






Dated:


A-3


**[**FORM
      OF REVERSE**]**




**CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.**




Senior
      Floating Rate Note due 2014






(1) Interest.  CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD., a company limited by shares incorporated under
      the laws of Bermuda (the “Issuer”), promises to pay interest on the principal
      amount of this Note at the rate and in the manner specified
      below.  This Note will bear interest at a rate per annum (the “Rate of
      Interest”), reset semi-annually, equal to six-month EURIBOR plus 1.625%, as
      determined by the calculation agent (the “Calculation Agent”), which shall
      initially be The Bank of New York.  Interest on this Note will be
      payable semi-annually in arrears on May 15 and November 15, commencing on
      November 15, 2007.  Interest on this Note will accrue from the most
      recent date to which interest has been paid or, if no interest has been paid,
      from and including the Issue Date.




*“Determination
      Date,”* with respect to an Interest Period, will be the day that is two
      TARGET Settlement Days preceding the first day of such Interest
      Period.




*“EURIBOR,”*
      with respect to an Interest Period, will be the rate (expressed as a percentage
      per annum) for deposits in euros for a six-month period beginning on the day
      that is two TARGET Settlement Days after the Determination Date that appears
      on
      Telerate Page 248 as of 11:00 a.m., Brussels time, on the Determination
      Date.  If Telerate Page 248 does not include such a rate or is
      unavailable on a Determination Date, the Calculation Agent will request the
      principal London office of each of four major banks in the Euro-zone inter-bank
      market, as selected by the Calculation Agent, to provide such bank’s offered
      quotation (expressed as a percentage per annum) as of approximately 11:00 a.m.,
      Brussels time, on such Determination Date, to prime banks in the Euro-zone
      interbank market for deposits in a Representative Amount in euro for a six-month
      period beginning on the day that is two TARGET Settlement Days after the
      Determination Date.  If at least two such offered quotations are so
      provided, the rate for the Interest Period will be the arithmetic mean of such
      quotations.  If fewer than two such quotations are so provided, the
      Calculation Agent will request each of three major banks in London, as selected
      by the Calculation Agent, to provide such bank’s rate (expressed as a percentage
      per annum), as of approximately 11:00 a.m., London time, on such Determination
      Date, for loans in a Representative Amount in euros to leading European banks
      for a six-month period beginning on the day that is two TARGET Settlement Days
      after the Determination Date.  If at least two such rates are so
      provided, the rate for the Interest Period will be the arithmetic mean of such
      rates.  If fewer than two such rates are so provided then the rate of
      the Interest Period will be the rate in effect with respect to the immediately
      preceding Interest Period.




*“Euro-zone”*
      means the region comprised of member states of the European Union that adopt
      the
      euro.




*“Interest
      Period”* means the period commencing on and including an interest payment
      date and ending on and including the day immediately preceding the next
      succeeding interest payment date, with the exception that the first Interest
      Period shall commence on and include the Issue Date and end on and include
      the
      day before the first interest payment date.




A-4


*“Representative
      Amount”* means the greater of (a) €1,000,000 and (b) an amount that is
      representative for a single transaction in the relevant market at the relevant
      time.




*“TARGET
      Settlement Day”* means any day on which the Trans-European Automated
      Real-Time Gross Settlement Express Transfer (TARGET) System is
      open.




*“Telerate
      Page 248”* means the display page so designated on Bridge’s Telerate Service
      (or such other page as may replace that page on that service, or such other
      service as may be nominated as the information vendor).




The
      Calculation Agent shall, as soon as practicable after 11:00 a.m. (Brussels
      Time)
      on each Determination Date, determine the Rate of Interest and calculate the
      aggregate amount of interest payable in respect of the following Interest Period
      (the “Interest Amount”).  The Interest Amount shall be calculated by
      applying the Rate of Interest to the principal amount of this Note outstanding
      at the commencement of the Interest Period, multiplying such amount by the
      actual number of days in the Interest Period concerned divided by 360 and
      rounding the resultant figure upwards to the nearest available currency
      unit.  The determination of the Rate of Interest and the Interest
      Amount by the Calculation Agent shall, in the absence of willful default, bad
      faith or manifest error, be final and binding on all parties.




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




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




(1)
            any
                Taxes that would not have been so imposed but for the existence of
                any
                present or former connection between the relevant holder, including,
                withoutlimitation, such relevant holder being or having been a citizen
                or
                resident thereof or being or having been present or engaged in a
                trade or
                business therein or having or having had a permanent establishment
                therein
                (or between a fiduciary, settler, beneficiary, member or shareholder
                of,
                or possessor of power over the relevant holder, if the relevant holder
                is
                an estate, nominee, trust or corporation), and the Relevant Taxing
                Jurisdiction other than a connection resulting from the mere ownership
                or
                holding of such Note or enforcement of rights thereunder or under
                the
                Subsidiary Guarantee or the receipt of payments in respect
                thereof;




A-5


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




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




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




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




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




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




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




A-6


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




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




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




(5) Indenture.  The
      Issuer issued the Notes under an Indenture, dated as of May 16, 2007 (the
“Indenture”), among the Issuer, the Subsidiary Guarantors, BNY Corporate Trustee
      Services Limited as Trustee, The Bank of New York as Transfer Agent, Principal
      Paying Agent and Security Trustee and The Bank of New York (Luxembourg) S.A.
      as
      Registrar, Luxembourg Transfer Agent and Luxembourg Paying
      Agent.  This Note is one of a duly authorized issue of Notes of the
      Issuer designated as its Senior Floating Rate Notes due 2014 (the
“Notes”).  The terms of the Notes include those stated in the
      Indenture.  Notwithstanding anything to the contrary herein, the Notes
      are subject to all such terms, and holders of the Notes are referred to the
      Indenture for a statement of them.  The Notes are general obligations
      of the Issuer.  The Notes are not limited in aggregate principal
      amount and Additional Notes may be issued from time to time under the Indenture,
      in each case subject to the terms of the Indenture.  Each holder of
      the Notes, by accepting a Note, agrees to be bound by all of the terms and
      provisions of the Indenture, as the same may be amended from time to
      time.




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




(7) Optional
      Redemption.  On and after November 15, 2007, the issuer may redeem
      all or, from time to time, a part of the Notes upon not less than 30 nor more
      than 60 days’ notice, at the following redemption prices (expressed as a
      percentage of principal amount) plus accrued and unpaid interest on the Notes,
      if any, to the applicable redemption date (subject to the right of holders
      of
      record on the relevant record date to receive interest due on the relevant
      interest payment date), if redeemed during the periods indicated
      below:




A-7




**Year**
            
            **Notes**November
                15, 2007 to May 14, 2008
            
            
            102.0
            %May
                15, 2008 to May 14, 2009
            
            
            101.0
            %May
                15, 2009 and thereafter
            
            
            100.0
            %




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




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




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




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




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




A-8


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




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




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




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




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




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




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




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




A-9


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




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




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




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




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




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




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




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




A-10


SCHEDULE A




SCHEDULE
      OF PRINCIPAL AMOUNT




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






Date
                of
              Decrease/
              Increase
            
            Decrease
                in
              Principal
              Amount
                at
              Maturity
            
            Increase
                in
              Principal
              Amount
                at
              Maturity
            
            Total
                Principal
              Amount
                at
              Maturity
              Following
                such
              Decrease/
              Increase
            
            Notation
              Made
                by
              or
                on
              Behalf
                of
              Trustee


A-11


OPTION
      OF
      HOLDER TO ELECT PURCHASE






If
      you
      want to elect to have this Note purchased by the Issuer pursuant to
      Section 4.9 or Section 4.14 of the Indenture, check the appropriate
      box:




Section 4.9o****Section 4.14 o




If
      you
      want to elect to have only part of this Note purchased by the Issuer pursuant
      to
      Section 4.9 or Section 4.14 of the Indenture, state the amount:
€




Date:





Your
                Signature:(Sign
                exactly as your name appears on the other side of this
                Note)


A-12


EXHIBIT
      B


TO
      THE
      INDENTURE


**[**FORM
      OF FACE OF DEFINITIVE NOTE**]**




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




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




B-1




**CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.**




Senior
      Floating Rate Note due 2014






Common
      Code: ________




ISIN:
      ________






No.____
              €150,000,000




CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD., a company limited by shares incorporated under
      the laws of Bermuda (the “Issuer,” which term includes any successor
      corporation), for value received promises to pay The Bank of New York Depositary
      (Nominees) Limited or registered assigns upon surrender hereof the principal
      sum
      indicated on Schedule A hereof, on May 15, 2014.




Interest
      Payment Dates:  May 15 and November 15, commencing November 15,
      2007.




Record
      Dates: May 1 and November 1 immediately preceding each Interest Payment
      Date.




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




B-2




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




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








This
      is
      one of the Notes referred to


in
      the above-mentioned Indenture:


BNY
      CORPORATE TRUSTEE


SERVICES
      LIMITED


as
      Trustee







By:Name:Title:





Dated:


B-3


**[**FORM
      OF REVERSE**]**




**CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.**




Senior
      Floating Rate Note due 2014









(1)           Interest.  CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD., a company limited by shares incorporated under
      the laws of Bermuda (the “Issuer”), promises to pay interest on the principal
      amount of this Note at the rate and in the manner specified
      below.  This Note will bear interest at a rate per annum (the “Rate of
      Interest”), reset semi-annually, equal to six-month EURIBOR plus 1.625%, as
      determined by the calculation agent (the “Calculation Agent”), which shall
      initially be The Bank of New York.  Interest on this Note will be
      payable semi-annually in arrears on May 15 and November 15, commencing on
      November 15, 2007.  Interest on this Note will accrue from the most
      recent date to which interest has been paid or, if no interest has been paid,
      from and including the Issue Date.




*“Determination
      Date,”* with respect to an Interest Period, will be the day that is two
      TARGET Settlement Days preceding the first day of such Interest
      Period.




*“EURIBOR,”*
      with respect to an Interest Period, will be the rate (expressed as a percentage
      per annum) for deposits in euros for a six-month period beginning on the day
      that is two TARGET Settlement Days after the Determination Date that appears
      on
      Telerate Page 248 as of 11:00 a.m., Brussels time, on the Determination
      Date.  If Telerate Page 248 does not include such a rate or is
      unavailable on a Determination Date, the Calculation Agent will request the
      principal London office of each of four major banks in the Euro-zone inter-bank
      market, as selected by the Calculation Agent, to provide such bank’s offered
      quotation (expressed as a percentage per annum) as of approximately 11:00 a.m.,
      Brussels time, on such Determination Date, to prime banks in the Euro-zone
      interbank market for deposits in a Representative Amount in euro for a six-month
      period beginning on the day that is two TARGET Settlement Days after the
      Determination Date.  If at least two such offered quotations are so
      provided, the rate for the Interest Period will be the arithmetic mean of such
      quotations.  If fewer than two such quotations are so provided, the
      Calculation Agent will request each of three major banks in London, as selected
      by the Calculation Agent, to provide such bank’s rate (expressed as a percentage
      per annum), as of approximately 11:00 a.m., London time, on such Determination
      Date, for loans in a Representative Amount in euros to leading European banks
      for a six-month period beginning on the day that is two TARGET Settlement Days
      after the Determination Date.  If at least two such rates are so
      provided, the rate for the Interest Period will be the arithmetic mean of such
      rates.  If fewer than two such rates are so provided then the rate of
      the Interest Period will be the rate in effect with respect to the immediately
      preceding Interest Period.




*“Euro-zone”*
      means the region comprised of member states of the European Union that adopt
      the
      euro.




*“Interest
      Period”* means the period commencing on and including an interest payment
      date and ending on and including the day immediately preceding the next
      succeeding interest payment date, with the exception that the first Interest
      Period shall commence on and include the Issue Date and end on and include
      the
      day before the first interest payment date.




B-4


*“Representative
      Amount”* means the greater of (a) €1,000,000 and (b) an amount that is
      representative for a single transaction in the relevant market at the relevant
      time.




*“TARGET
      Settlement Day”* means any day on which the Trans-European Automated
      Real-Time Gross Settlement Express Transfer (TARGET) System is
      open.




*“Telerate
      Page 248”* means the display page so designated on Bridge’s Telerate Service
      (or such other page as may replace that page on that service, or such other
      service as may be nominated as the information vendor).




The
      Calculation Agent shall, as soon as practicable after 11:00 a.m. (Brussels
      Time)
      on each Determination Date, determine the Rate of Interest and calculate the
      aggregate amount of interest payable in respect of the following Interest Period
      (the “Interest Amount”).  The Interest Amount shall be calculated by
      applying the Rate of Interest to the principal amount of this Note outstanding
      at the commencement of the Interest Period, multiplying such amount by the
      actual number of days in the Interest Period concerned divided by 360 and
      rounding the resultant figure upwards to the nearest available currency
      unit.  The determination of the Rate of Interest and the Interest
      Amount by the Calculation Agent shall, in the absence of willful default, bad
      faith or manifest error, be final and binding on all parties.




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




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




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




B-5




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




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




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




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




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




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




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




B-6


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




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




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




(5)           Indenture.  The
      Issuer issued the Notes under an Indenture, dated as of May 16, 2007 (the
“Indenture”), among the Issuer, the Subsidiary Guarantors, BNY Corporate Trustee
      Services Limited as Trustee, The Bank of New York as Transfer Agent, Principal
      Paying Agent and Security Trustee and The Bank of New York (Luxembourg) S.A.
      as
      Registrar, Luxembourg Transfer Agent and Luxembourg Paying
      Agent.  This Note is one of a duly authorized issue of Notes of the
      Issuer designated as its Senior Floating Rate Notes due 2014 (the
“Notes”).  The terms of the Notes include those stated in the
      Indenture.  Notwithstanding anything to the contrary herein, the Notes
      are subject to all such terms, and holders of the Notes are referred to the
      Indenture for a statement of them.  The Notes are general obligations
      of the Issuer.  The Notes are not limited in aggregate principal
      amount and Additional Notes may be issued from time to time under the Indenture,
      in each case subject to the terms of the Indenture.  Each holder of
      the Notes, by accepting a Note, agrees to be bound by all of the terms and
      provisions of the Indenture, as the same may be amended from time to
      time.




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




(7)           Optional
      Redemption.  On and after November 15, 2007, the issuer may redeem
      all or, from time to time, a part of the Notes upon not less than 30 nor more
      than 60 days’ notice, at the following redemption prices (expressed as a
      percentage of principal amount) plus accrued and unpaid interest on the Notes,
      if any, to the applicable redemption date (subject to the right of holders
      of
      record on the relevant record date to receive interest due on the relevant
      interest payment date), if redeemed during the periods indicated
      below:




**Year**
            
            **Notes**November
                15, 2007 to May 14, 2008
            
            
            102.0
            %May
                15, 2008 to May 14, 2009
            
            
            101.0
            %May
                15, 2009 and thereafter
            
            
            100.0
            %




B-7




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




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




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




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




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




B-8


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




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




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




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




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




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




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




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




B-9


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




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




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




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




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




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




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




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




B-10





ASSIGNMENT
      FORM









To
      assign
      this Note fill in the form below:




I
      or we
      assign and transfer this Note to









(Print
      or
      type assignee’s name, address and zip code)




(Insert
      assignee’s social security or tax I.D. No.)









and
      irrevocably
      appoint                                       
agent to transfer this Note on the books of the Issuer. The agent may substitute
      another to act for him.









____________________________________________________________________




Date:
      _____________  Your Signature: ______________________




____________________________________________________________________


Sign
      exactly as your name appears on the other side of this Note.




B-11


SCHEDULE A




SCHEDULE
      OF PRINCIPAL AMOUNT




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









Date
                of
              Decrease/
              Increase
            
            Decrease
                in
              Principal
              Amount
                at
              Maturity
            
            Increase
                in
              Principal
              Amount
                at
              Maturity
            
            Total
                Principal
              Amount
                at
              Maturity
              Following
                such
              Decrease/
              Increase
            
            Notation
              Made
                by
              or
                on
              Behalf
                of
              Trustee


B-12


OPTION
      OF
      HOLDER TO ELECT PURCHASE






If
      you
      want to elect to have this Note purchased by the Issuer pursuant to
      Section 4.9 or Section 4.14 of the Indenture, check the appropriate
      box:




Section 4.9
      o****Section 4.14 o




If
      you
      want to elect to have only part of this Note purchased by the Issuer pursuant
      to
      Section 4.9 or Section 4.14 of the Indenture, state the amount:
€




Date:




Your
                Signature:(Sign
                exactly as your name appears on the other side of this
                Note)


B-13


EXHIBIT
      C


TO
      THE
      INDENTURE







FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER FROM


U.S.
      GLOBAL NOTE TO INTERNATIONAL GLOBAL NOTE


(Transfers
      pursuant to Section 2.7(b) of the Indenture)









CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.


c/o
      BNY
      Corporate Trustee Services Limited


One
      Canada Square


London  E14
      5AL






RE:
            Senior
                Floating Rate Notes Due 2014


(the
                “Notes”) of Central European Media Enterprises
                Ltd.





Reference
      is hereby made to the Indenture dated as of May 16, 2007 (the “Indenture”)
      between Central European Media Enterprises Ltd., Central European Media
      Enterprises N.V., CME Media Enterprises B.V. and BNY Corporate Trustee Services
      Limited, as Trustee, The Bank of New York as Transfer Agent, Principal Paying
      Agent and Security Trustee and The Bank of New York (Luxembourg) S.A., as
      Registrar, Luxembourg Transfer Agent and Luxembourg Paying
      Agent.  Capitalized terms used but not defined herein shall have the
      meanings given them in the Indenture.




This
      letter relates to €_________ (equal to €50,000 and any integral multiple of
€1,000 in excess thereof) principal amount of Notes beneficially held through
      interests in the U.S. Global Notes (ISIN XS0301051768; Common Code 030105176
      with Euroclear and Clearstream Banking in the name of ________(the
“Transferor”), account number ________.  The Transferor hereby
      requests that on **[**INSERT DATE**]**, the beneficial
      interest in the U.S. Global Note be transferred or exchanged for an interest
      in
      the International Note (ISIN XS0300714762; Common Code 030071476) in the same
      principal denomination and transfer to _________ (account no.
      ________).  If this is a partial transfer, a minimum amount of €50,000
      and any integral multiple of €1,000 in excess thereof of the U.S. Global Note
      will remain outstanding.




In
      connection with such request and in respect of such Notes, the Transferor does
      hereby certify that such transfer has been effected in accordance with the
      transfer restrictions set forth in the Indenture and the Notes and pursuant
      to
      and in accordance with Rule 903 or 904 of Regulation S under the Securities
      Act, and accordingly the Transferor further certifies that:




(A)           
      (1)           the offer
      of the Notes was not made to a person in the United States;




(2)
            either
                (a) at the time the buy order was originated, the transferee was
                outside
                the United States or we and any person acting on our behalf reasonably
                believed that the transferee was outside the United States or
                (b)  the transaction was executed in, on or through the
                facilities of adesignated offshore securities market and neither
                the
                Transferor nor any person acting on our behalf knows that the transaction
                was prearranged with a buyer in the United
                States,




C-1


(3)
            no
                directed selling efforts have been made in contravention of the
                requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
                and




(4)
            the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act.




OR




(B)           such
      transfer is being made in accordance with Rule 144 under the Securities
      Act.




This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Issuer.  Terms used in this certificate and not
      otherwise defined in the Indenture have the meanings set forth in
      Regulation S under the Securities Act.




Dated:**[**Name
                of Transferor**]**By:Name:Title:Telephone
                No.:







Please
                print name and address (including postal code)


C-2


EXHIBIT
      D


TO
      THE
      INDENTURE




FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER FROM


INTERNATIONAL
      GLOBAL NOTE TO U.S. GLOBAL NOTE


(Transfers
      pursuant to Section 2.7(c) of the Indenture)




CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.


c/o
      BNY
      Corporate Trustee Services Limited


One
      Canada Square


London  E14
      5AL







RE:           Senior
      Floating Rate Notes Due 2014


(the
“Notes”)
      of Central European Media
      Enterprises Ltd.





Reference
      is hereby made to the Indenture dated as of May 16, 2007 (the “Indenture”)
      between Central European Media Enterprises Ltd., Central European Media
      Enterprises N.V., CME Media Enterprises B.V. and BNY Corporate Trustee Services
      Limited, as Trustee, The Bank of New York, as Transfer Agent, Principal Paying
      Agent and Security Trustee and the Bank of New York (Luxembourg) S.A., as
      Luxembourg Transfer Agent, Registrar and Luxembourg Paying
      Agent.  Capitalized terms used but not defined herein shall have the
      meanings given them in the Indenture.




This
      letter relates to €__________ (equal to €50,000 and any integral multiple of
€1,000 in excess thereof ) principal amount of Notes beneficially held through
      interests in the International Global Note (ISIN XS0300714762; Common Code
      030071476) with Euroclear and Clearstream Banking in the name of _______________
      (the “Transferor”), account number _________ .  The Transferor hereby
      requests that on **[**INSERT DATE**]**, the beneficial
      interest in the International Global Note be transferred or exchanged for an
      interest in the U.S. Global Note (ISIN XS0301051768; Common Code 030105176)
      in
      the same principal denomination and transfer to ______________ (account no.
      ________).  If this is a partial transfer, a minimum of €50,000 and
      any integral multiple of €1,000 in excess thereof of the International Global
      Note will remain outstanding.




In
      connection with such request, and in respect of such Notes, the Transferor
      does
      hereby certify that such Notes are being transferred in accordance with Rule
      144A under the Securities Act to a transferee that the Transferor reasonably
      believes is purchasing the Notes for its own account or an account with respect
      to which the transferee exercises sole investment discretion and the transferee
      and any such account is a “qualified institutional buyer” within the meaning of
      Rule 144A, in each case in a transaction meeting the requirements of Rule 144A
      and in accordance with any applicable securities laws of any state of the United
      States or any other jurisdiction.




D-1


This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Issuer.




Dated:**[**Name
                  of Transferor**]**By:Name:Title:Telephone
                  No.:






Please
                  print name and address (including postal code)




D-2


EXHIBIT
      E


TO
      THE
      INDENTURE







FORM
      OF SUPPLEMENTAL INDENTURE





This
      Supplemental Indenture, dated as of
**[**__________**]** (this “Supplemental Indenture” or
“Subsidiary Guarantee”), among **[**name of additional Subsidiary
      Guarantor**]** (the “Additional Subsidiary Guarantor”), Central
      European Media Enterprises Ltd. (together with its successors and assigns,
      the
“Issuer”), Central European Media Enterprises N.V. (“CME NV”), CME Media
      Enterprises B.V. (“CME BV” and, together with CME NV, the “Subsidiary
      Guarantors”) and each other then existing Subsidiary Guarantor under the
      Indenture referred to below, BNY Corporate Trustee Services Limited, as Trustee,
      The Bank of New York, as Transfer Agent, Principal Paying Agent and Security
      Trustee and The Bank of New York (Luxembourg) S.A. as Registrar, Luxembourg
      Transfer Agent and Luxembourg Paying Agent under the Indenture referred to
      below.




W
      I T N E
      S S E T H:




WHEREAS,
      the Issuer, the Subsidiary Guarantors and the Trustee and the other parties
      thereto have heretofore executed and delivered an Indenture, dated as of May
      16,
      2007 (as amended, supplemented, waived or otherwise modified, the “Indenture”),
      providing for the issuance of an aggregate principal amount of €150 million of
      Senior Floating Rate Notes due May 2014 of the Issuer  (the
“Notes”);




WHEREAS,
      pursuant to Section 9.1 of the Indenture, the Issuer, the Subsidiary Guarantors
      and the Trustee are authorized to execute and deliver this Supplemental
      Indenture to amend the Indenture, without the consent of any holder of the
      Notes, to add guarantees with respect to the Notes;




WHEREAS,
      each party hereto has duly authorized the execution and delivery of this
      Supplemental Indenture and has done all things necessary to make this
      Supplemental Indenture a valid agreement in accordance with its
      terms;




NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the Additional
      Subsidiary Guarantor, the Issuer, the Subsidiary Guarantors and the Trustee
      mutually covenant and agree for the equal and ratable benefit of the holders
      of
      the Notes as follows:







ARTICLE
      I




Definitions




SECTION
      1.1.  Defined Terms.  As used in this Supplemental
      Indenture, terms defined in the Indenture or in the preamble or recital hereto
      are used herein as therein defined, except that the term “holders” in
      this Note Guarantee shall refer to the holders of the Notes and the Trustee
      acting on behalf or for the benefit of such holders.  The words
“herein,” “hereof” and “hereby” and other words of similar import used in this
      Supplemental Indenture refer to this Supplemental Indenture as a whole and
      not
      to any particular section hereof.




ARTICLE
      II




[Agreement
      to be Bound; Subsidiary Guarantee




SECTION
      2.1.  Agreement to be Bound.  The Additional
      Subsidiary Guarantor hereby becomes a party to the Indenture as a Subsidiary
      Guarantor and as such will have all of the rights and be subject to all of
      the
      obligations and agreements of a Subsidiary Guarantor under the
      Indenture.  The Additional Subsidiary Guarantor agrees to be bound by
      all of the provisions of the Indenture applicable to a Subsidiary Guarantor
      and
      to perform all of the obligations and agreements of a Subsidiary Guarantor
      under
      the Indenture.




SECTION
      2.2.  Subsidiary Guarantee.  Subject to the terms of
      the Indenture, the Additional Subsidiary Guarantor hereby fully, unconditionally
      and irrevocably guarantees, as primary obligor and not merely as surety, jointly
      and severally with each other Subsidiary Guarantor, to each holder of the Notes
      and the Trustee, the full and punctual payment when due, whether at maturity,
      by
      acceleration, by redemption or otherwise, of the Issuer’s Obligations under the
      Indenture and the Notes, including the payment of principal, premium, if any,
      interest and Additional Amounts, if any, on the Notes, pursuant to Article
      10 of
      the Indenture on a senior secured basis.]




ARTICLE
      III




Miscellaneous




SECTION
      3.1.  Notices.  All notices and other communications
      to the Additional Subsidiary Guarantor shall be given as provided in the
      Indenture to the Additional Subsidiary Guarantor, at its address set forth
      below, with a copy to the Issuer as provided in the Indenture for notices to
      the
      Issuer.




SECTION
      3.2.  Parties.  Nothing expressed or mentioned herein
      is intended or shall be construed to give any Person, firm or corporation,
      other
      than the holders of the Notes and the Trustee, any legal or equitable right,
      remedy or claim under or in respect of this Supplemental Indenture or the
      Indenture or any provision herein or therein contained.




SECTION
      3.3.  Governing Law.  This Supplemental Indenture
      shall be governed by the laws of the State of New York.




SECTION
      3.4.  Severability Clause.  In case any provision in
      this Supplemental Indenture shall be invalid, illegal or unenforceable, the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby and such provision shall be ineffective
      only to the extent of such invalidity, illegality or
      unenforceability.







SECTION
      3.5.  Ratification of Indenture; Supplemental Indentures Part of
      Indenture.  Except as expressly amended hereby, the Indenture is
      in all respects ratified and confirmed and all the terms, conditions and
      provisions thereof shall remain in full force and effect.  This
      Supplemental Indenture shall form a part of the Indenture for all purposes,
      and
      every holder of Notes heretofore or hereafter authenticated and delivered shall
      be bound hereby.  The Trustee makes no representation or warranty as
      to the validity or sufficiency of this Supplemental Indenture.




SECTION
      3.6  Counterparts.  The parties hereto may sign one
      or more copies of this Supplemental Indenture in counterparts, all of which
      together shall constitute one and the same agreement.




SECTION
      3.7.  Headings.  The headings of the Articles and the
      sections in this Supplemental Indenture are for convenience of reference only
      and shall not be deemed to alter or affect the meaning or interpretation of
      any
      provisions hereof.




SECTION
      3.8.  Successors.  All covenants and agreements in
      this Supplemental Indenture by the parties hereto shall bind their successors
      and assigns, whether so expressed or not.







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




**[**ADDITIONAL  GUARANTOR**]**,as
                a Subsidiary GuarantorBy:Name:Title:BNY
                CORPORATE TRUSTEE SERVICES LIMITED, as TrusteeBy:Name:Title:CENTRAL
                EUROPEAN MEDIA ENTERPRISES LTD., as IssuerBy:Name:Title:CENTRAL
                EUROPEAN MEDIA ENTERPRISES N.V., as Subsidiary GuarantorBy:Name:Title:CME
                MEDIA ENTERPRISES B.V., as Subsidiary GuarantorBy:Name:Title:THE
                BANK OF NEW YORK, as Transfer Agent, Principal Paying Agent and Security
                TrusteeBy:Name:Title:THE
                BANK OF NEW YORK (LUXEMBOURG) S.A., as Registrar, Luxembourg Transfer
                Agent and Luxembourg Paying AgentBy:Name:Title:[Other
                Subsidiary Guarantors]By:Name:Title: