**EXECUTION
COPY**








CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.





as
Issuer,





CENTRAL
EUROPEAN MEDIA ENTERPRISES N.V.





and





CME MEDIA
ENTERPRISES B.V.





as
Subsidiary Guarantors,





JPMORGAN
CHASE BANK, N.A., LONDON BRANCH





as
Trustee, Transfer Agent, Principal Paying Agent and Security
Trustee,





and





J.P.
MORGAN BANK LUXEMBOURG S.A.





As
Registrar, Luxembourg Transfer


and
Paying Agent











****











INDENTURE











Dated as
of May 5, 2005








****





8.25%
Senior Notes due 2012


Senior
Floating Rate Notes due 2012













**TABLE
OF CONTENTS**








**Page****ARTICLE
      I DEFINITIONS AND INCORPORATION BY REFERENCE**
    **1**SECTION
      1.1     Definitions
    1SECTION
      1.2     Rules of Construction
    26**ARTICLE
      II THE NOTES**
    **27**SECTION
      2.1     Form and Dating
    27SECTION
      2.2     Execution and Authentication
    28SECTION
      2.3     Registrar and Paying Agent
    29SECTION
      2.4     Paying Agent to Hold Assets in
      Trust
    30SECTION
      2.5     List of Holders of Notes
    30SECTION
      2.6     Book-Entry Provisions for Global
      Notes.
    31SECTION
      2.7     Registration of Transfer and
      Exchange.
    31SECTION
      2.8     Replacement Notes
    36SECTION
      2.9     Outstanding Notes
    36SECTION
      2.10     Treasury Notes
    37SECTION
      2.11     Temporary Notes
    37SECTION
      2.12     Cancellation
    37SECTION
      2.13     Defaulted Interest
    37SECTION
      2.14     ISIN and Common Codes
    38SECTION
      2.15     Deposit of Moneys
    38SECTION
      2.16     Certain Matters Relating to Global
      Notes
    38**ARTICLE
      III REDEMPTION**
    **39**SECTION
      3.1     Optional Redemption
    39SECTION
      3.2     Notices to Trustee
    39SECTION
      3.3     Selection of Notes to Be
      Redeemed
    39SECTION
      3.4     Notice of Redemption
    39SECTION
      3.5     Effect of Notice of
      Redemption
    40SECTION
      3.6     Deposit of Redemption
    Price
    41SECTION
      3.7     Notes Redeemed in Part
    41**ARTICLE
      IV COVENANTS**
    **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
    50SECTION
      4.8     Limitation on Restrictions on
      Distributions from Restricted Subsidiaries
    50SECTION
      4.9     Limitation on Sales of Assets and
      Subsidiary Stock
    51SECTION
      4.10     Limitation on Affiliate
      Transactions
    54SECTION
      4.11     Listing.
    56SECTION
      4.12     Reports.
    56SECTION
      4.13     Limitation on Lines of
      Business
    56SECTION
      4.14     Change of Control and Rating
      Decline
    57SECTION
      4.15     Additional Amounts
    58SECTION
      4.16     Payment of Non-Income Taxes and Similar
      Charges
    59SECTION
      4.17     Compliance Certificate; Notice of
      Default
    59
  i
  SECTION
      4.18     Merger, Amalgamation and
      Consolidation
    59SECTION
      4.19     Payments for Consent.
    61SECTION
      4.20     Limitations on Sale of Capital Stock of
      Restricted Subsidiaries
    61SECTION
      4.21     Limitation on Guarantees of the Issuer
      and Subsidiary Guarantor Indebtedness
    61SECTION
      4.22     Impairment of Security
      Interest
    61**ARTICLE
      V SUCCESSOR CORPORATION**
    **62****ARTICLE
      VI DEFAULT AND REMEDIES**
    **62**SECTION
      6.1     Events of Default
    62SECTION
      6.2     Acceleration
    64SECTION
      6.3     Other Remedies
    64SECTION
      6.4     The Trustee May Enforce Claims Without
      Possession of Securities
    64SECTION
      6.5     Rights and Remedies
      Cumulative
    64SECTION
      6.6     Delay or Omission Not
    Waiver
    65SECTION
      6.7     Waiver of Past Defaults
    65SECTION
      6.8     Control by Majority
    65SECTION
      6.9     Limitation on Suits
    65SECTION
      6.10     Rights of holders of the Notes to
      Receive Payment
    66SECTION
      6.11     Collection Suit by
    Trustee
    66SECTION
      6.12     Trustee May File Proofs of
      Claim
    66SECTION
      6.13     Priorities
    67SECTION
      6.14     Restoration of Rights and
      Remedies
    67SECTION
      6.15     Undertaking for Costs
    67SECTION
      6.16     Notices of Default
    67**ARTICLE
      VII TRUSTEE**
    **68**SECTION
      7.1     Duties of Trustee.
    68SECTION
      7.2     Rights of Trustee
    69SECTION
      7.3     Individual Rights of
    Trustee
    70SECTION
      7.4     Trustee’s Disclaimer
    70SECTION
      7.5     Notice of Default
    70SECTION
      7.6     Compensation and
Indemnity
    70SECTION
      7.7     Replacement of Trustee
    72SECTION
      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**ARTICLE
      IX AMENDMENTS, SUPPLEMENTS AND WAIVERS**
    **77**SECTION
      9.1     Without Consent of holders of the
      Notes
    78
  ii
  SECTION
      9.2     With Consent of Holders of
      Notes
    78SECTION
      9.3     Revocation and Effect of
      Consents
    80SECTION
      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.
    83SECTION
      11.3     Security Trustee’s Individual
      Capacity
    84SECTION
      11.4     Trustee May Perform
    84SECTION
      11.5     Fees, etc.
    84SECTION
      11.6     Indemnification: Disclaimers,
      etc.
    84SECTION
      11.7     Illegality; No
    inconsistency
    84SECTION
      11.8     Rights of Trustee, the Security Trustee
      and the Paying Agent
    85SECTION
      11.9     Parallel Debt.
    85**ARTICLE
      XII MISCELLANEOUS**
    **86**SECTION
      12.1     Notices
    86SECTION
      12.2     Certificate and Opinion as to Conditions
      Precedent
    89SECTION
      12.3     Statements Required in Certificate or
      Opinion
    89SECTION
      12.4     Rules by Trustee, Paying Agent
      (Including Principal Paying Agent), Registrar
    90SECTION
      12.5     Legal Holidays
    90SECTION
      12.6     Governing Law
    90SECTION
      12.7     Submission to Jurisdiction; Appointment
      of Agent for Service
    90SECTION
      12.8     No Adverse Interpretation of Other
      Agreements
    91SECTION
      12.9     No Personal Liability of Directors,
      Officers, Employees, Incorporators or Stockholders
    91SECTION
      12.10     Currency Indemnity
    91SECTION
      12.11     Currency Calculation
    92SECTION
      12.12     Information
    92SECTION
      12.13     Successors
    92SECTION
      12.14     Counterpart Originals
    92SECTION
      12.15     Severability
    92SECTION
      12.16     Table of Contents, Headings,
      etc.
    92




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 5, 2005 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)
JPMorgan Chase Bank, N.A., London Branch as Trustee, Principal Paying Agent, and
Security Trustee and (v) J.P. Morgan Bank Luxembourg S.A. as Registrar, Transfer
Agent and Principal Paying Agent.





The
Issuer has duly authorized the creation and issuance of its (i) €245,000,000
8.25% Senior Notes due 2012 issued on the date hereof and (ii) €125,000,000
Senior Floating Rate Notes due 2012 (all such notes referred to in clauses (i)
and (ii), 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, €370,000,000 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 2012 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, 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 $1 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 creditors.





“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 or other day on which banking
institutions in the State of New York, Bermuda, London or Luxembourg or a place
of payment are authorized or required by law to close.





“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 that is a member 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 Romania, 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 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 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 (3) 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)
    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 or 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.





“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 JPMorgan Chase Bank, N.A., London Branch.





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





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





(1)
    Consolidated
      Interest Expense;





(2)
    Consolidated
      Income Taxes;





(3)
    consolidated
      depreciation expense;





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





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




6


(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.




7


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 of the Issuer (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;




8


(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 a facility 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.





“Designated
Shares” means the Class A Common Stock of the Issuer registered with the
Commission for sale in a public offering pursuant to a registration statement on
Form S-3 (no. 333-123822), the net proceeds of which have been designated for
use in financing the put and call rights provided in the TV Nova Group
Agreement.





“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




9


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





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





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





“Fixed
Rate Note” shall have the meaning set forth in Section 2.1.





“Floating
Rate Note” shall have the meaning set forth in Section 2.1.





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





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





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





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




10


(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;





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




11


(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





(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.




12


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





“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




13


(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 with respect to which (i) the Issuer or any
Restricted Subsidiary is the beneficial owner of at least a 35% voting interest;
and (ii) the consent of the Issuer or a Restricted Subsidiary is required for
all decisions submitted or required to be submitted for a vote of equity
owners.





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





“Leverage
Ratio”, as of any date of determination, means the ratio of:





(1)
    the
      sum of the aggregate outstanding Indebtedness of the Issuer and its
      Restricted Subsidiaries as of the date of calculation on a consolidated
      basis in accordance with GAAP to





(2)
    Consolidated
      EBITDA of the Issuer and its Restricted Subsidiaries for the period of the
      most recent four consecutive fiscal quarters ending prior to the date of
      such determination*provided*,*however*,
      that:





(3)
    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 Leverage Ratio is an Incurrence of
      Indebtedness, Indebtedness, at the end of such period, 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),




14


and to
the discharge of any other Indebtedness repaid, repurchased, defeased or
otherwise discharged with the proceeds of such new Indebtedness as if such
discharge had occurred on the first day of such period; or





(b)
    has
      repaid, repurchased, defeased or otherwise discharged any Indebtedness
      since the beginning of the period that is no longer outstanding on such
      date of determination or if the transaction giving rise to the need to
      calculate the Leverage 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), Indebtedness, 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;





(4)
    if
      since the beginning of such period the Issuer or any Restricted Subsidiary
      shall 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 Leverage Ratio is such an Asset
  Disposition:





(a)
    Indebtedness
      at the end of such period will be reduced by an amount equal to the
      Indebtedness discharged, defeased or retired with the Net Available Cash
      of such Asset Disposition and the assumption of Indebtedness by the
      Transferee;





(b)
    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





(c)
    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);





(5)
    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,
      including, without limitation the TV Nova Group, or is merged or
      amalgamated 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 or group of related assets or line of business, Indebtedness,
      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




15


(6)
    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 or made any Asset
      Disposition or any Investment or acquisition of assets that would have
      required an adjustment pursuant to clause (3), (4) or (5) above if made by
      the Issuer or a Restricted Subsidiary during such period, Indebtedness,
      Consolidated EBITDA and Consolidated Interest Expense for such period will
      be calculated after giving*pro
      forma*effect thereto as if such Incurrence of Indebtedness or Asset Disposition
      or Investment occurred on the first day of such period.





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 U.S. 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.





“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, 2012.





“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 noncash 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 April 29, 2005, relating to the
Notes.





“Officer”
means the CEO, the President, any Vice President or the Secretary of the
Issuer.





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





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





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





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




17


“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, any reasonable extension
of such business and (b) 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 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)
    An
      Investment by the Issuer or a Restricted Subsidiary in a Joint Venture
      with another Person engaged in a Permitted Business for the purpose of
      engaging in a Permitted Business not to exceed (i) $100 million in cash
      and (ii) assets or Capital Stock of the Issuer or its Restricted
      Subsidiaries,*provided*that the*pro
      forma*Consolidated EBITDA of the Issuer and its Restricted Subsidiaries, for the
      period of the most recent four consecutive fiscal quarters ending prior to
      the date of such Investment, after giving effect to such Investment, shall
      not be less than 80% of the Consolidated EBITDA of the Issuer and its
      Restricted Subsidiaries for such period, and,*provided
      further*that the Issuer is able to Incur an additional $1 of Indebtedness pursuant
      to the first paragraph under 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 the Credit
      Facility;





(2)
    Liens
      securing Indebtedness and other obligations Incurred under clause (11) or
      (12) under 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 or 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;




19


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





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





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





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





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





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





(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;




20


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





(14)
    Liens
      existing on the Issue Date;





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





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





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





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





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





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





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





“PPF
Pledged Shares” means up to 3,500,000 shares of Capital Stock of the Issuer
issued to PPF and subject to the Registration Rights Agreement by and between
the Issuer and PPF dated May 2, 2005, which may secure the indemnification
obligations of PPF to the Issuer under the Framework Agreement (as referred to
in the Offering Memorandum).





“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 (other than the Designated Shares), 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 60 th 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 JPMorgan Chase Bank, N.A., London
Branch.




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.





“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 and (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 thereto, and collectively, all such Guarantees. Each
Subsidiary Guarantee will be in a form prescribed herein.





“Subsidiary
Guarantor” means either of 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 ITS-GD Trust Administration (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.





“The TV
Nova Group” means the group of companies that own and operate the TV Nova
channel, including Ceska Produkcni 2000 a.s., Mag Media 99 a.s., Vilja a.s. and
CET 21 s.r.o.





“The TV
Nova Group Agreement” means the agreement among the Issuer, CME Media
Enterprises B.V., PPF (Cyprus) Ltd., CME Media Services s.r.o. (f/k/a PGT
Corporation s.r.o.) and CME Media Investments s.r.o. dated May 2,
2005.





“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;




25


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





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





The Board
of Directors 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
of Construction . Unless
the context otherwise requires:







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







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







(c) “or” is
not exclusive;







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







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







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




26


**ARTICLE
II**





**THE
NOTES**







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





The terms
and provisions contained in the Notes, annexed hereto as Exhibits A and B, shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Issuer, the Subsidiary Guarantors, the Trustee and the
Principal 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 .”




27


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 .”





The Notes
may be either Notes bearing a fixed rate of interest, with applicable provisions
as set forth in Exhibits A and B (“ Fixed
Rate Notes ”) or
Notes bearing a floating rate of interest, with applicable provisions as set
forth in Exhibits A and B (“ Floating
Rate Notes ”). Fixed
Rate Notes and Floating Rate Notes shall each constitute a separate
series.







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





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





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





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 €370,000,000, of which €245,000,000 will consist of Fixed Rate Notes and
€125,000,000 will consist of Floating Rate Notes **** 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 of such type previously issued 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
series and type of Notes, 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.




28


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





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







SECTION
2.3 Registrar
and Paying Agent . (a) The Issuer shall maintain an office or agency in the Grand Duchy of
Luxembourg, where Global Notes may be presented for registration of transfer or
for exchange (“Registrar”). The Issuer shall maintain an office or agency
in London, England, where (i) Global Notes may be presented or surrendered for
payment (“Principal Paying Agent”) and (ii) notices and demands in
respect of such Global Notes and this Indenture may be served. In the event that
Definitive Notes are issued, (x) Definitive Notes may be presented or
surrendered for registration of transfer or for exchange, (y) Definitive
Notes may be presented or surrendered for payment and (z) notices and
demands in respect of the Definitive Notes and this Indenture may be served at
an office of the Registrar or the Principal Paying Agent, as applicable, in
London, England. The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Issuer, upon notice to the Trustee, may have one or
more co-Registrars and one or more additional Paying Agents reasonably
acceptable to the Trustee. The term “Registrar” includes any
co-Registrar, and the term “Paying Agent” includes any additional Paying
Agent. The Issuer or any of its Subsidiaries may act as Paying Agent or
Registrar for the Notes, provided that, for so long as the Notes are listed on
the Luxembourg Stock Exchange and the rules of such stock exchange so require,
the Issuer will appoint a person in The Grand Duchy of Luxembourg who is
reasonably acceptable to the Trustee as an additional Paying Agent for the
Notes. The Issuer initially appoints the Trustee as Transfer Agent and Principal
Paying Agent until such time as the Trustee has resigned and a successor has
been appointed. In addition, the Issuer appoints J.P. Morgan Bank Luxembourg
S.A. as Registrar, Paying Agent, and 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 *Luxemburger
Wort* ) 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. P ayment of
principal will be made upon the surrender of Definitive Notes at the office of
any Paying Agent, including, if any, the Paying Agent in The Grand Duchy of
Luxembourg. In the case of a transfer of a Definitive Note in part, upon
surrender of the Definitive Note to be transferred, a Definitive Note shall be
issued to the transferee in respect of the principal amount transferred and a
Definitive Note shall be issued to the transferor in respect of the balance of
the principal amount of the transferred Definitive Note at the office of any
Transfer Agent, including, if any, the Transfer Agent in The Grand Duchy of
Luxembourg.




29


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





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





The
obligations of the Agents are several and not joint.







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







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




30


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 Agency 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).





(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.




31


(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.





(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 Notes reasonably believes that the Person acquiring such
interest in such U.S. Global Notes is a Qualified Institutional Buyer (as
defined in Rule 144A) and is obtaining such beneficial interest in a
trans-action meeting the require-ments 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 aggre-gate principal amount
of the beneficial interest in such International Global Note to be so ex-changed
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.




32


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





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





(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:




33


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, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT TO COMPLIANCE
WITH APPLICABLE STATE AND OTHER SECURITIES LAWS AND SUBJECT TO THE ISSUER’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) 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.




34


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.





(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.




35


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





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







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







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.




36


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





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







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







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







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





37







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







SECTION
2.15 Deposit
of Moneys . 
Prior to 12:00 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 12:00 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 MT100 message to the Principal
Paying Agent 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 other authorization furnished by the Clearing Agency or
its nominee or impair, as between the Clearing Agency and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
holder of any Note.





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




38


**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 and the principal amount of Notes to be redeemed at least 30
days but not more than 60 days before the Redemption Date (or such shorter
period as the Trustee in its sole discretion shall determine). The Issuer shall
give notice of redemption as required under the relevant paragraph of the Notes
pursuant to which such Notes are being redeemed.







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







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





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







(a) the
Redemption Date;




39


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







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







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







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







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







(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.





40







SECTION
3.6 Deposit
of Redemption Price .
 Prior to 12:00 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 12:00 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
MT100 message to the Principal Paying Agent that an irrevocable payment
instruction has been given.





If the
Issuer complies with the preceding paragraph, then, unless the Issuer defaults
in the payment of such Redemption Price plus accrued and unpaid interest, if
any, and Additional Amounts 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.






41


****


**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.







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 JPMorgan Chase Bank, N.A.,
London Branch, as its office or agency at Trinity Tower, 9 Thomas More Street,
London, E1W 1YT, England as required under Section 2.3 hereof. The Issuer
has appointed J.P. Morgan Bank 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 Leverage Ratio for the Issuer and its Restricted Subsidiaries is
less than 4.5 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 a Credit
      Facility in an aggregate principal amount up to €37.5
    million;





(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;




42


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





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





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





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





(3)
    Indebtedness
      represented by the Subsidiary 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), (8), (9), (10) and (11)) of this Section 4.3(b)) outstanding on
      the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of
      any Indebtedness described in this clause (4) or clause (5) or Incurred
      pursuant to Section 4.3(a);





(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);




43


(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 $35 million at any time
      outstanding;





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





(9)
    Indebtedness
      arising from agreements of the Issuer or a Restricted Subsidiary providing
      for indemnification, adjustment of purchase price or similar obligations,
      in each case, Incurred or assumed in connection with the disposition of
      any business, assets or Capital Stock of a Restricted Subsidiary),*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 ordinary course of
      business,*provided*,*however*,
      that such Indebtedness is extinguished within five Business Days of
      Incurrence;





(11)
    Indebtedness
      represented by the obligations of the TV Nova Group to PPF pursuant to the
      Mediation Agreement among CET 21, CNTS and PPF as in effect on the Issue
      Date, together with refinancings and replacements thereof, in an aggregate
      principal amount not to exceed CZK 1,200 million at any time outstanding;
      and





(12)
    in
      addition to the items referred to in clauses (1) through (11) 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 (12) and then outstanding, will not exceed $75 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




44


(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).





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 or consolidation involving the Issuer or any
      Subsidiary of the Issuer on or in respect of its Capital Stock
      except:




45




(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 another Restricted Subsidiary
      (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 Subsidiary Guarantor
      Subordinated Obligations (other than the purchase, repurchase, prepayment
      or repayment redemption, defeasance or other acquisition or retirement of
      Subordinated Obligations purchased in anticipation of satisfying a sinking
      fund obligation, principal installment or final maturity, in each case due
      within one year of the date of purchase, repurchase or acquisition);
      or





(4)
    make
      any Restricted Investment in any Person;





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





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





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





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





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




46


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





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





(iv)
    the
      amount equal to the net reduction in Restricted Investments made 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:




47


(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
      the 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;





(3)
    any
      acquisition by the Issuer of the PPF Pledged Shares upon exercise by the
      Issuer of its rights under the security agreements to which such shares
      are subject;





(4)
    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;





(5)
    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;





(6)
    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 $1 million in the aggregate during any calendar year and $4 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;




48


(7)
    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;





(8)
    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





(9)
    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
      $25 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 $20 million.







SECTION
4.5 Corporate
Existence . 
Except as otherwise permitted by Section 4.18 and Article V hereof, the
Issuer and each of the Subsidiary Guarantors shall do or cause to be done all
things necessary to preserve and keep in full force and effect its respective
corporate existence and the corporate, partnership, limited liability or other
existence of each of the Issuer’s Restricted Subsidiaries in accordance with the
respective organizational documents (as the same may be amended from time to
time) of each such Person and the rights (charter and statutory) of the Issuer’s
and each of the other Subsidiary Guarantors’ Restricted Subsidiaries; *provided* , *however* , that
the Issuer shall not be required to preserve any such right, or the corporate,
partnership, limited liability or other existence of any of the Issuer’s
Restricted Subsidiaries, if the Board of Directors 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.




49


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







SECTION
4.8 Limitation
on Restrictions on Distributions from Restricted Subsidiaries .





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





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





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





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





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





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





(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;




50


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





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





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





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





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





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





(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;




51


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





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





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





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





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





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.




52


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





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





On or
before the Asset Disposition Purchase Date, the Issuer will, to the extent
lawful, accept for payment, on a *pro
rata* basis to
the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu
Notes or portions of Notes and Pari Passu Notes so validly tendered and not
properly withdrawn pursuant to the Asset Disposition Offer, or if less than the
Asset Disposition Offer Amount has been validly tendered and not properly
withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly
withdrawn, in case of the Notes in integral multiples of €1,000. 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:




53


(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 Restricted
      Subsidiary from all liability on such Indebtedness in connection with such
      Asset Disposition (in which case the Issuer will, without further action,
      be deemed to have applied such deemed cash to Indebtedness in accordance
      with clause (a) above); and





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





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







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





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





(2)
    in
      the event such Affiliate Transaction involves an aggregate amount in
      excess of $10 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);





(3)
    in
      the event such Affiliate Transaction involves an aggregate amount in
      excess of $20 million, the Issuer has received a written opinion from an
      independent and reputable accounting or valuation 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; and





(4)
    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.




54


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;





(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




55


(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” and “Management’s discussion and analysis of financial
      condition and results of operations,” 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 therein (or required in such successor or
comparable form), including any guarantor financial information required by
Regulation S-X:





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





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





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





If the
Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and
any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries
constitute Significant Subsidiaries of the Issuer, then the annual and quarterly
information required by the first two clauses of this Section 4.12 shall include
a presentation, either on the face of the financial statements or in the
footnotes thereto, of the net revenues, 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.




56


SECTION
4.14 Change of
Controland
Rating Decline . If a
Change of Control Triggering Event occurs, each registered 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 in cash equal to 101% of the principal amount
of the Notes plus accrued and unpaid interest 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).





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 such holder has
      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, premium, if any, to the date of purchase
      (subject to the right of holders of Notes of record on a record date to
      receive interest on the relevant interest payment date) (the “Change
      of Control Payment”);





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





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





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





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





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





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





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





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




57


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





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





The
Issuer will not be required to make a Change of Control Offer upon 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 Grand Duchy of Luxembourg 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.
Holders of Notes will have the opportunity to tender their Notes to the Paying
Agent, and a supplement to the Offering Memorandum for the Notes will be
prepared following the completion of a Change of Control Offer if any Notes
remain outstanding. To the extent that the provisions of any securities or other
applicable laws or regulations conflict with provisions of this Indenture, the
Issuer will comply with the applicable laws and regulations and will not be
deemed to have breached its obligations described in this Indenture by virtue of
the conflict.







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





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




58


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





Whenever
in this Indenture or in the Notes there is mentioned, in any context, the
payment of principal, premium, if any, or interest, if any, or any other amount
payable under or with respect to any Note and the Note 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 any
Subsidiary Guarantee, 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 or any Subsidiary Guarantee 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) no recording, filing, re-recording or re-filing of
this Indenture and the Security Documents is necessary to maintain the security
interest intended to be created thereby for the benefit of the holders of the
Notes.





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







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





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




59


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





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





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





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





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





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





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





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




60


(2) the
transaction is made in compliance with the covenant described under 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, if any, on the Notes in the event of a
default as described above.







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







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





(1)
    to
      the Issuer or a Subsidiary; 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
the preceding paragraph, the Issuer may sell all the Voting Stock of a
Restricted Subsidiary as long as the Issuer complies with the terms of 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.




61


**ARTICLE
V**





**SUCCESSOR
CORPORATION**





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




****


**ARTICLE
VI**





**DEFAULT
AND REMEDIES**







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





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





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





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





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





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





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


62




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





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





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





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





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





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





(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.




63


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







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







SECTION
6.4 The
Trustee May Enforce Claims Without Possession of Securities . 
All rights of action and claims under this Indenture and under any Note
Guarantee may be prosecuted and enforced by the Trustee without the possession
of any of the Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as Trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the 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.




64


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







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







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







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;




65


(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.







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.




66


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





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





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





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





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







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







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







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, 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.




67


**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 their 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 other holder of
the Notes or that would involve the Trustee in personal liability.





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





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







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





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





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





(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.




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(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 assigned to and working in the Trustee’s ITS - GD Trust
Administration office has actual knowledge thereof or unless written notice
thereof is received by the Trustee, (attention: Manager Trust Administration)
and such notice clearly references the Notes, the Issuer or this Indenture.







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







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







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







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




69


(f)  The
Trustee may act and rely and shall be protected in acting and relying in good
faith on the opinion or advice of or information obtained from any accountant,
appraiser, agents or other expert or adviser, whether retained or employed by
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.







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. Any Agent may do the same with like
rights.







SECTION
7.4 Trustee’s
Disclaimer . **** The
Trustee and the Agents 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 Agent upon request for all reasonable disbursements, expenses and
advances (including reasonable fees and expenses of counsel or appointees)
incurred or made by it 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.




70


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.





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.




71


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 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 upon no less than 30 day’s written notice
if:





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





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





(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 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.




72


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





Notwithstanding
replacement of the Trustee or 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 Note 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.




73


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, clauses (1), (2) and (5) 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;




74


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





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





(5)
    such
      Legal Defeasance or Covenant Defeasance shall not result in a breach or
      violation of, or any other 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 181stday 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.




75


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







SECTION
8.6 Survival
of Certain Obligations . 
Notwithstanding the satisfaction and discharge of this Indenture and of the
Notes referred to in Section 8.1, 8.2, 8.3, 8.4 or 8.5, the respective
obligations of the Issuer, the Subsidiary Guarantors and the Trustee under
Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14,
4.1, 4.2, 4.5, 4.7, 4.15, 4.16, 4.17, 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.




76


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 are 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 *Luxemburger
Wort* ) 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 (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, publish in a newspaper
having a general circulation in The Grand Duchy of Luxembourg (which is expected
to be the *Luxemburger
Wort* )), 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.





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.




77


**ARTICLE
IX**





**AMENDMENTS,
SUPPLEMENTS AND WAIVERS**







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





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





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





(3) provide
for the assumption by a successor corporation, partnership, trust 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
Subsidiary Guarantees and Subsidiary Guarantors 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.




78


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





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





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





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





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





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





(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.




79


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 *Luxemburger
Wort* ).







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







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







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.




80


**ARTICLE
X**





**GUARANTEE****S**







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.





Each
Subsidiary Guarantee (i) is a senior obligation of that Subsidiary Guarantor
ranking equally in right of payment to any existing and future senior
Indebtedness of that Subsidiary Guarantor and (ii) will effectively rank junior
to all Indebtedness of the Issuer’s Subsidiaries that are not Subsidiary
Guarantors.





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 the Subsidiary Guarantors without first proceeding against the
Issuer.







SECTION
10.2 Limitation
on Liability . The
obligations of each Subsidiary Guarantor hereunder will be limited to the
maximum amount that will result in the obligations of such Subsidiary Guarantor
not constituting a fraudulent conveyance or 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 the 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 amounts owing to the Trustee and the holders of the Notes by the Issuer on
account of the 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 .  (a)  The
Subsidiary Guarantee of the Issuer 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):




81


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





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





**ARTICLE
XI**





**SECURITY
AND SECURITY TRUSTEE**







SECTION
11.1 Collateral
and Security Documents . (a) 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 first priority pledge of shares of
CME NV and CME BV (the “Pledged Shares”) and (ii) a first priority
assignment of the Issuer’s rights under the Framework Agreement and the TV Nova
Group 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 first
priority assignment of rights under the Framework Agreement and the TV Nova
Group Agreement, 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.





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.




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 and the
Security Documents 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 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 or in the Security
Documents (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.







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 laws. 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.




83


(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 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 and thereof to which the Security Trustee
would be entitled, regardless of any prior act or omission by the Security
Trustee.







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







SECTION
11.6 Indemnification:
Disclaimers, etc.





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





(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.




84


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) and shall not be charged with the
knowledge of existence of facts that prohibit the making of any such payments
unless, not less than two Business Days prior to the date of such payment, a
Trust Officer of the Trustee or an officer of the Security Trustee within the
department of the Security Trustee responsible for administering the security
created by the Security Documents receives notice in writing satisfactory to it
that payments may not be made under this Article XI.







SECTION
11.9 Parallel
Debt.





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





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





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





(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.





85


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





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





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





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





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








**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


8 th Floor,
Aldwych House


71-91
Aldwych


London
WC2B 4HN


United
Kingdom


Attention:
General Counsel


Facsimile
no.: +44 20 7430 5403




86


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.


62 De
Ruyterkade, Curacao, Netherlands Antilles.


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 CME
Media Enterprises:





CME Media
Enterprises B.V.


Birkstraat
89, 3768HD,


Soest,
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:





JPMorgan
Chase Bank, N.A., London Branch


Trinity
Tower


9 Thomas
More Street


London
E1W 1YT


United
Kingdom


Fax: +44
1202 347 945


Attention:
ITS - Operations




87


if to the
Luxembourg Paying Agent:





J.P.
Morgan Bank Luxembourg S.A.


6, route
de Trèves


L-2633
Senningerberg


Luxembourg


Fax: +352
46268 5804


Attention:
ITS-Operations





if to the
Trustee:





JPMorgan
Chase Bank, N.A., London Branch


Trinity
Tower


9 Thomas
More Street


London
E1W 1YT


United
Kingdom


Fax: +44
20 7777 5420


Attention:
ITS-GD Trust Administration





The
Issuer, each Subsidiary Guarantor or the Trustee by written notice to each other
such Person may designate additional or different addresses for notices to such
Person. 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 *Luxemburger
Wort* ) 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.




88


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





(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 are 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:




89


(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.







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.




90


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





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







SECTION
12.8 No
Adverse Interpretation of Other Agreements . 
This Indenture may not be used to interpret another indenture, loan or debt
agreement of any 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
Note 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 in respect of the Subsidiary Guarantee
(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 the holder 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
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.




91


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







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







SECTION
12.13 Successors . All
agreements of the Issuer and the Subsidiary Guarantor in this Indenture, the
Notes and the Note 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, Cross-Reference Table 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.




92




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





CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.as
      IssuerBy:Name:Title:CENTRAL
      EUROPEAN MEDIA ENTERPRISES N.V.as
      Subsidiary GuarantorBy:Name:Title:CME
      MEDIA ENTERPRISES B.V.as
      Subsidiary GuarantorBy:Name:Title:JPMORGAN
      CHASE BANK, N.A., LONDON BRANCHas
      Trustee, Transfer Agent,Principal
      Paying Agent and Security TrusteeBy:Name:Title:





Acknowledged
and agreed by J.P. Morgan Bank Luxembourg S.A., as Registrar, Luxembourg
Transfer and Paying Agent


By:Name:Title:








Dated:









EXHIBIT
      ATO THE
INDENTURE







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





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





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, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT TO COMPLIANCE
WITH APPLICABLE STATE AND OTHER SECURITIES LAWS AND SUBJECT TO THE ISSUER’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) 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.**





[8.25%
Senior Note][Senior Floating Rate Note] due 2012











Common
Code: ________





ISIN:
________











No.____
    €370,000,000





CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD., a public company limited by shares incorporated
under the laws of Bermuda (the “Issuer”, which term includes any successor
corporation), for value received promises to pay Chase Nominees Limited or
registered assigns upon surrender hereof the principal sum indicated on
Schedule A hereof, on May 15, 2012.





Interest
Payment Dates: May 15 and November 15, commencing November 15,
2005.





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:


JPMORGAN
CHASE BANK, N.A.,


LONDON
BRANCH


as
Trustee








By:Name:Title:







Dated:




A-3




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





**CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.**





[8.25%
Senior Note][Senior Floating Rate Note] due 2012







(1) Interest .  
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a public 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. [If a fixed rate note: Interest on the Notes will compound at the rate of
8.25% per annum on the principal amount then outstanding, and be payable
semi-annually in arrears on each May 15 and November 15, or if any such day is
not a Business Day, on the next succeeding Business Day, commencing November 15,
2005, to the holder hereof. Notwithstanding any exchange of this Note for a
Definitive Note during the period starting on a Record Date relating to such
Definitive Note and ending on the immediately succeeding interest payment date,
the interest due on such interest payment date shall be payable to the Person in
whose name this Global Note is registered at the close of business on the Record
Date for such interest. Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from May
5, 2005. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months. ][If a
Floating Rate Note: Each Note will bear interest at a rate per annum (the “Rate
of Interest”), reset semi-annually, equal to 180-day EURIBOR plus 5.5%, as
determined by the calculation agent (the “Calculation Agent”), which shall
initially be JPMorgan Chase Bank, N.A., London Branch. Interest on the Notes
will be payable semi-annually in arrears on May 15 and November 15, commencing
on November 15, 2005. Interest on the Notes 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.




A-4


*“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.





*“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 each Floating Rate Note outstanding
at the commencement of the Interest Period, multiplying each 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, the Notes or a Note 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 the Notes or any Note Guarantee, the Payor will pay
such additional amounts (“Additional Amounts”) as may be necessary so that the
net amount received by each holder of a 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:




A-5


(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;





(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****




A-6


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





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





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





(3) Method
of Payment . The
Issuer shall pay interest on the Notes (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 at 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
A g ent .
Initially, JPMorgan Chase Bank, N.A., London Branch **** will act
as Principal Paying Agent. In the event that a Paying Agent or Transfer Agent is
replaced, the Issuer will publish such notice thereof if and so long as the
Notes are Global Notes and are listed on the Luxembourg Stock Exchange and the
rules of such stock exchange shall so require, in a newspaper having a general
circulation in The Grand Duchy of Luxembourg (which is expected to be the *Luxemburger
Wort* ) 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 the
Notes.





(5) Indenture . The
Issuer issued the Notes under an Indenture, dated as of May 5, 2005 (the
“Indenture”), among the Issuer, the Subsidiary Guarantor and JPMorgan Chase
Bank, N.A., London Branch as Trustee, Transfer Agent, Principal Paying Agent and
Security Trustee and J.P. Morgan Bank Luxembourg S.A. as Registrar, Transfer and
Paying Agent. This Note is one of a duly authorized issue of Notes of the Issuer
designated as its [8.25% Senior Notes][Senior Floating Rate Notes] due 2012 (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.




A-7


(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
its Subsidiaries.





(7) Optional
Redemption . [If a
Fixed Rate Note: On and after May 15, 2009, 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 twelve-month period beginning on May 15 of the
years indicated below:







**Year**
    
    **Notes**2009
    
    
    104.125
    %2010
    
    
    102.063
    %2011
      and thereafter
    
    
    100.000
    %





In
addition, at any time prior to May 15, 2008, the Issuer may on any one or more
occasions redeem up to 35% of the original principal amount of the Notes with
the Net Cash Proceeds of one or more Public Equity Offerings at a redemption
price of 108.250% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); *provided* that (a)
at least 65% of the original principal amount of the Notes remains outstanding
after each such redemption; and (b) the redemption occurs within 90 days
after the closing of such Public Equity Offering and must be made in accordance
with the terms of the Indenture.





In
addition, prior to May 15, 2009, the Issuer may redeem all or, from time to
time, a part of the fixed rate notes of any series upon not less than 30 nor
more than 60 days’ notice at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Fixed Rate Premium and accrued and unpaid
interest to, but not including, the applicable redemption date. Any such
redemption and notice may, at the Issuer’s discretion, be subject to the
satisfaction of one or more conditions precedent.





“Applicable
Fixed Rate Premium” means with respect to any fixed rate note on any redemption
date prior to May 15, 2009, the greater of (A) 1% of the principal amount of
such fixed rate note and (B):





the
excess of:





(1)
    the
      present value at such redemption date of (i) the redemption price of such
      fixed rate note at May 15, 2009 (such redemption price (expressed in
      percentage of principal amount) being set forth in the table above under
      the first paragraph of this section), plus (ii) all required interest
      payments due on such fixed rate note to and including May 15, 2009
      (including accrued but unpaid interest), computed upon the redemption date
      using a discount rate equal to the Bund Rate at such redemption date plus
      50 basis points; over




A-8


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





“Bund
Rate” means the yield to maturity at the time of computation of direct
obligations of the Federal Republic of Germany ( *Bunds
or Bundesanleihen* ) with a
constant maturity (as officially compiled and published in the most recent
financial statistics that has become publicly available at least two Business
Days (but not more than five Business Days) prior to the redemption date (or, if
such financial statistics are not so published or available, any publicly
available source of similar market data selected by the Issuer in good faith))
most nearly equal to the period from the redemption date to May 15, 2009; *provided,
however* , that if
the period from the redemption date to May 15, 2009 is not equal to the constant
maturity of a direct obligation of the Federal Republic of Germany for which a
weekly average yield is given, the Bund Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of direct obligations of the Federal Republic of Germany for
which such yields are given, except that if the period from such redemption date
to May 15, 2009 is less than one year, the weekly average yield on actually
traded direct obligations of the Federal Republic of Germany adjusted to a
constant maturity of one year shall be used.]





[If a
Floating Rate Note: On and after May 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 twelve-month period beginning on May 15 of the
years indicated below:





**Year**
    
    **Notes**2007
    
    
    102.0%2008
    
    
    101.0%2009
      and thereafter
    
    
    100.000%
    ]





(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 April 29, 2005; *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 Additional Amounts remains in effect.




A-9


(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.





(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 . The
Notes will be 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 denominations of
€50,000 and any integral multiples of €1,000 in excess thereof.




A-10


(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.





(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.




A-11


(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 ISIN and Common Codes to be printed on the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.





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




A-12




SCHEDULE
A





SCHEDULE
OF PRINCIPAL AMOUNT





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







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


A-13




OPTION OF
HOLDER TO ELECT PURCHASE











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





Section 4.9 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)





A-14




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, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT TO COMPLIANCE
WITH APPLICABLE STATE AND OTHER SECURITIES LAWS AND SUBJECT TO THE ISSUER’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) 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.**





[8.25%
Senior Note][Senior Floating Rate Note] due 2012











Common
Code: ________





ISIN:
________











No.____
    €370,000,000





CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD., a public company limited by shares incorporated
under the laws of Bermuda (the “Issuer”, which term includes any successor
corporation), for value received promises to pay Chase Nominees Limited or
registered assigns upon surrender hereof the principal sum indicated on
Schedule A hereof, on May 15, 2012.





Interest
Payment Dates: May 15 and November 15, commencing November 15,
2005.





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:


JPMORGAN
CHASE BANK, N.A.,


LONDON
BRANCH


as
Trustee




By:Name:Title:







Dated:




B-3




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





**CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.**





[8.25%
Senior Note][Senior Floating Rate Note] due 2012







(1) Interest . CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD., a public company limited by shares organized
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. [If
a fixed rate note: Interest on the Notes will compound at the rate of 8.25% per
annum on the principal amount then outstanding, and be payable semi-annually in
arrears on each May 15 **** and
November 15, or if any such day is not a Business Day, on the next succeeding
Business Day, commencing November 15, 2005, to the holder hereof.
Notwithstanding any exchange of this Note for a Definitive Note during the
period starting on a Record Date relating to such Definitive Note and ending on
the immediately succeeding interest payment date, the interest due on such
interest payment date shall be payable to the Person in whose name this Global
Note is registered at the close of business on the Record Date for such
interest. Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from May 5, 2005.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.] [If a Floating Rate Note: Each Note will bear interest at a rate
per annum (the “Rate of Interest”), reset semi-annually, equal to 180-day
EURIBOR plus 5.5%, as determined by the calculation agent (the “Calculation
Agent”), which shall initially be JPMorgan Chase Bank, N.A., London Branch.
Interest on the Notes will be payable semi-annually in arrears on May 15 and
November 15, commencing on November 15, 2005. Interest on the Notes 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.




B-4


*“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.





*“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 each Floating Rate Note outstanding
at the commencement of the Interest Period, multiplying each 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, the Notes, 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 the Notes or any Note Guarantee, the Payor will pay
such additional amounts (“Additional Amounts”) as may be necessary so that the
net amount received by each holder of a 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:




B-5


(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;





(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




B-6


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





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





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





(3) Method
of Payment . The
Issuer shall pay interest on the Notes (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 at 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
A g ent .
Initially, JPMorgan Chase Bank, N.A., London Branch **** will act
as Principal Paying Agent. In the event that a Paying Agent or Transfer Agent is
replaced, the Issuer will publish such notice thereof if and so long as the
Notes are Global Notes and are listed on the Luxembourg Stock Exchange and the
rules of such stock exchange shall so require, in a newspaper having a general
circulation in The Grand Duchy of Luxembourg (which is expected to be the *Luxemburger
Wort* ) 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 the
Notes.





(5) Indenture . The
Issuer issued the Notes under an Indenture, dated as of May 5, 2005 (the
“Indenture”), among the Issuer, the Subsidiary Guarantor and JPMorgan Chase
Bank, N.A., London Branch as Trustee, Transfer Agent, Principal Paying Agent and
Security Trustee and J.P. Morgan Bank Luxembourg S.A. as Registrar, Transfer and
Paying Agent. This Note is one of a duly authorized issue of Notes of the Issuer
designated as its [8.25% Senior Notes][Senior Floating Rate Notes] due 2012 (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.




B-7


(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
its Subsidiaries.





(7) Optional
Redemption . [If a
Fixed Rate Note: On and after May 15, 2009, 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 twelve-month period beginning on
May 15 of the years indicated below:




**Year**
    
    **Notes**2009
    
    
    104.125
    %2010
    
    
    102.063
    %2011
      and thereafter
    
    
    100.000
    %





In
addition, at any time prior to May 15, 2008, the Issuer may on any one or more
occasions redeem up to 35% of the original principal amount of the Notes with
the Net Cash Proceeds of one or more Public Equity Offerings at a redemption
price of 108.250% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); *provided* that (a)
at least 65% of the original principal amount of the Notes remains outstanding
after each such redemption; and (b) the redemption occurs within 90 days
after the closing of such Public Equity Offering and must be made in accordance
with the terms of the Indenture.





In
addition, prior to May 15, 2009, the Issuer may redeem all or, from time to
time, a part of the fixed rate notes of any series upon not less than 30 nor
more than 60 days’ notice at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Fixed Rate Premium and accrued and unpaid
interest to, but not including, the applicable redemption date. Any such
redemption and notice may, at the Issuer’s discretion, be subject to the
satisfaction of one or more conditions precedent.





“Applicable
Fixed Rate Premium” means with respect to any fixed rate note on any redemption
date prior to May 15, 2009, the greater of (A) 1% of the principal amount of
such fixed rate note and (B):





the
excess of:





(1)
    the
      present value at such redemption date of (i) the redemption price of such
      fixed rate note at May 15, 2009 (such redemption price (expressed in
      percentage of principal amount) being set forth in the table above under
      the first paragraph of this section), plus (ii) all required interest
      payments due on such fixed rate note to and including May 15, 2009
      (including accrued but unpaid interest), computed upon the redemption date
      using a discount rate equal to the Bund Rate at such redemption date plus
      50 basis points; over




B-8


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





“Bund
Rate” means the yield to maturity at the time of computation of direct
obligations of the Federal Republic of Germany ( *Bunds
or Bundesanleihen* ) with a
constant maturity (as officially compiled and published in the most recent
financial statistics that has become publicly available at least two Business
Days (but not more than five Business Days) prior to the redemption date (or, if
such financial statistics are not so published or available, any publicly
available source of similar market data selected by the Issuer in good faith))
most nearly equal to the period from the redemption date to May 15, 2009; *provided,
however* , that if
the period from the redemption date to May 15, 2009 is not equal to the constant
maturity of a direct obligation of the Federal Republic of Germany for which a
weekly average yield is given, the Bund Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of direct obligations of the Federal Republic of Germany for
which such yields are given, except that if the period from such redemption date
to May 15, 2009 is less than one year, the weekly average yield on actually
traded direct obligations of the Federal Republic of Germany adjusted to a
constant maturity of one year shall be used.]





[If a
Floating Rate Note: On and after May 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 twelve-month period beginning on May 15 of the
years indicated below:





**Year**
    
    **Notes**2007
    
    
    102.0%2008
    
    
    101.0%2009
      and thereafter
    
    
    100.000%
    ]





(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 Note 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 April 29, 2005; *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 Additional Amounts remains in effect.




B-9


(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.





(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 . The
Notes will be 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 denominations of
€50,000 and any integral multiples of €1,000 in excess thereof.




B-10


(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.





(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 it determines that withholding such notice is in their
interest.




B-11


(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) ISIN
and Common Code Numbers . The
Issuer will cause ISIN and Common Code numbers 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-12




****





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-13


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-14




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-15




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
JPMorgan Chase Bank, N.A., London Branch


Trinity
Tower


9 Thomas
More Street


London
E1W 1YT











RE:
    8.25%
      Senior Notes due 2012


Senior
Floating Rate Notes Due 2012


(the
“Notes”) of Central European Media Enterprises Ltd.





Reference
is hereby made to the Indenture dated as of May 5, 2005 (the “Indenture”)
between Central European Media Enterprises Ltd., Central European Media
Enterprises N.V., CME Media Enterprises B.V. and JPMorgan Chase Bank, N.A.,
London Branch, as Trustee, Security Trustee, Transfer and Principal Paying Agent
and J.P. Morgan Bank Luxembourg S.A. as Paying Agent and Registrar. 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 [Fixed Rate Notes beneficially
held through interests in the U.S. Global Note (ISIN XS0218214624; Common Code
021821462)] [Floating Rate Notes beneficially held through interests in the U.S.
Global Notes (ISIN XS0218216595; Common Code 021821659)] with Euroclear and
Clearstream Banking in the name of ________(the “Transferor”), account number
________. The Transferor hereby requests that on **[** INSERT
DATE **]** , [if the
Fixed Rate Notes, the beneficial interest in the U.S. Global Note be transferred
or exchanged for an interest in the International Global Note (ISIN
XS0218213816; Common Code 021821381)] [if the Floating Rate Notes, the
beneficial interest in the U.S. Global Note be transferred or exchanged for an
interest in the International Note (ISIN XS021821659; Common Code 02182165)] 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;




C-1


(2)
    either
      (a) at the time the buy order was originated, the transferee was outside
      the United States or we and any person acting on our behalf reasonably
      believed that the transferee was outside the United States or (b) the
      transaction was executed in, on or through the facilities of a designated
      offshore securities market and neither the Transferor nor any person
      acting on our behalf knows that the transaction was prearranged with a
      buyer in the United States,





(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
JPMorgan Chase Bank, N.A., London Branch


Trinity
Tower


9 Thomas
More Street


London
E1W 1YT








RE:
    8.25%
      Senior Notes due 2012


Senior
Floating Rate Notes Due 2012


(the
“Notes”) of Central European Media Enterprises Ltd.








Reference
is hereby made to the Indenture dated as of May 5, 2005 (the “Indenture”)
between Central European Media Enterprises Ltd., Central European Media
Enterprises N.V., CME Media Enterprises B.V. and JPMorgan Chase Bank, N.A.,
London Branch, as Trustee, Security Trustee, Transfer and Principal Paying Agent
and J.P. Morgan Bank Luxembourg S.A. as Transfer and Paying Agent and Registrar.
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 **[** Fixed
Rate Notes beneficially held through interests in the International Global Note
(ISIN XS0218213816; Common Code 021821381) **]** [(Floating Rate Notes beneficially held through interests in the International
Global Note (ISIN XS021821659; Common Code 02182165) **]** with
Euroclear and Clearstream Banking in the name of _______________ (the
“Transferor”), account number _________ . The Transferor hereby requests that on **[** INSERT
DATE **]** , [(if
the Fixed Rate Notes, the beneficial interest in the International Global Note
be transferred or exchanged for an interest in the U.S. Global Note (ISIN
XS0218214624; Common Code 021821462) **]**  **[** if the
Floating Rate Notes, the beneficial interest in the International Global Note be
transferred or exchanged for an interest in the U.S. Global Note (ISIN
XS0218216595; Common Code 021821659) **]** 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 Transfer or reasonably
believes is purchasing the Notes for its own account or an account with respect
to which the transferee exercises sole investment discretion and the transferee
and any such account is a “qualified institutional buyer” within the meaning of
Rule 144A, in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United
States or any other jurisdiction.




D-1


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer.





Dated:_______________





**[**Name
      of Transferor**]**By:Name:Title:Telephone
      No.:





Please
      print name and address (including postal code)


D-2




EXHIBIT
      ETO THE INDENTURE







[Security
Trustee to be added as Party]





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, JPMorgan Chase Bank,
N.A., London Branch, as Trustee, Transfer Agent, Principal Paying Agent and
Security Trustee and J.P. Morgan Bank Luxembourg S.A. as Registrar, Luxembourg
Transfer and 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 have heretofore executed
and delivered an Indenture, dated as of May 5, 2005 (as amended, supplemented,
waived or otherwise modified, the “Indenture”), providing for the issuance of an
aggregate principal amount of €370 million of 8.25% Senior Notes due May 1, 2012
and Senior Floating Rate Notes due May 2012 of the Issuer (the “ Notes ”);





WHEREAS,
pursuant to Section 9.1 of the Indenture, the Issuer, the Subsidiary Guarantors
and the Trustee are authorized to execute and deliver this Supplemental
Indenture to amend the Indenture, without the consent of any holder of the
Notes, to add guarantees with respect to the Notes;





WHEREAS,
each party hereto has duly authorized the execution and delivery of this
Supplemental Indenture and has done all things necessary to make this
Supplemental Indenture a valid agreement in accordance with its
terms;





NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Additional
Subsidiary Guarantor, the Issuer, the Subsidiary Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the holders of
the Notes as follows:




E-1




ARTICLE
I





Definitions





SECTION
1.1. Defined
Terms . As used
in this Supplemental Indenture, terms defined in the Indenture or in the
preamble or recital hereto are used herein as therein defined, except that the
term “ holders ” in this
Note Guarantee shall refer to the holders of the Notes and the Trustee acting on
behalf or for the benefit of such holders. The words “herein,” “hereof” and
“hereby” and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular
section hereof.





ARTICLE
II





[Agreement
to be Bound; Subsidiary Guarantee





SECTION
2.1. Agreement
to be Bound . The
Additional Subsidiary Guarantor hereby becomes a party to the Indenture as a
Subsidiary Guarantor and as such will have all of the rights and be subject to
all of the obligations and agreements of a Subsidiary Guarantor under the
Indenture. The Additional Subsidiary Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Subsidiary Guarantor and to perform
all of the obligations and agreements of a Subsidiary Guarantor under the
Indenture.





SECTION
2.2. Subsidiary
Guarantee . Subject
to the terms of the Indenture, the Additional Subsidiary Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Subsidiary Guarantor, to each
holder of the Notes and the Trustee, the full and punctual payment when due,
whether at maturity, by acceleration, by redemption or otherwise, of the
Issuer’s Obligations under the Indenture and the Notes, including the payment of
principal, premium, if any, interest and Additional Amounts, if any, on the
Notes, pursuant to Article 10 of the Indenture on a senior secured
basis.]





ARTICLE
III





Miscellaneous





SECTION
3.1. Notices . All
notices and other communications to the Additional Subsidiary Guarantor shall be
given as provided in the Indenture to the Additional Subsidiary Guarantor, at
its address set forth below, with a copy to the Issuer as provided in the
Indenture for notices to the Issuer.





SECTION
3.2. Parties . Nothing
expressed or mentioned herein is intended or shall be construed to give any
Person, firm or corporation, other than the holders of the Notes and the
Trustee, any legal or equitable right, remedy or claim under or in respect of
this Supplemental Indenture or the Indenture or any provision herein or therein
contained.





SECTION
3.3. Governing
Law . This
Supplemental Indenture shall be governed by the laws of the State of New
York.





SECTION
3.4. Severability
Clause . In case
any provision in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such
provision shall be ineffective only to the extent of such invalidity, illegality
or unenforceability.




E-2


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 Note Guarantee 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.





SECTION
3.9. Effect
of Headings . The
Article and Section headings herein are for the convenience of reference only
and shall not affect the construction hereof.




E-3





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:JPMORGAN
      CHASE BANK, N.A., LONDON BRANCH,
      as Trustee, Transfer Agent, Principal Paying Agent and Security 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:
  
  J.P.
      MORGAN BANK S.A. LUXEMBOURG,as
      Registrar, Luxembourg Transfer and Paying AgentBy:Name:Title:[Other
      Subsidiary Guarantors]By:Name:Title: