Exhibit
4.2
    Central
European Media Enterprises Ltd.,
    The
Subsidiary Guarantors Parties Hereto,
  and
    The
Bank of New York
  As
Trustee and Security Trustee, Paying Agent, Conversion Agent, Transfer Agent,
Registrar
      3.50%
Senior Convertible Notes due 2013
      Indenture
    Dated
as of March 10, 2008
 
 TABLE
OF CONTENTS
  PageARTICLE
      1 DEFINITIONS AND INCORPORATION BY REFERENCE
              1SECTION
      1.01
              Definitions
              1SECTION
      1.02
              Rules
      of Construction
              14ARTICLE
      2 THE NOTES
              14SECTION
      2.01
              Designation,
      Amount and Issuance of Notes
              14SECTION
      2.02
              Form
      of the Notes
              14SECTION
      2.03
              Date
      and Denomination of Notes; Payment at Maturity; Payment of
      Interest
              15SECTION
      2.04
              Execution
      and Authentication
              17SECTION
      2.05
              Registrar,
      Paying Agent and Conversion Agent
              17SECTION
      2.06
              Paying
      Agent to Hold Money in Trust
              18SECTION
      2.07
              Noteholder
      Lists
              19SECTION
      2.08
              Exchange
      and Registration of Transfer of Notes; Restrictions on
      Transfer
              19SECTION
      2.09
              Replacement
      Notes
              24SECTION
      2.10
              Outstanding
      Notes
              25SECTION
      2.11
              Temporary
      Notes
              25SECTION
      2.12
              Cancellation
              25SECTION
      2.13
              CUSIP,
      Common Code and ISIN Numbers
              26SECTION
      2.14
              Additional
      Notes
              26SECTION
      2.15
              Defaulted
      Interest
              27ARTICLE
      3 REPURCHASE OF NOTES
              28SECTION
      3.01
              Repurchase
      at Option of Holders Upon a Fundamental Change
              28SECTION
      3.02
              Company
      Repurchase Notice.
              29SECTION
      3.03
              Effect
      of Repurchase Notice; Withdrawal
              30SECTION
      3.04
              Deposit
      of Repurchase Price
              31SECTION
      3.05
              Notes
      Repurchased in Part
              31ARTICLE
      4 COVENANTS
              32SECTION
      4.01
              Payment
      of Notes
              32SECTION
      4.02
              Maintenance
      of Office or Agency
              32SECTION
      4.03
              144A
      Information
              33SECTION
      4.04
              Existence
              33SECTION
      4.05
              Compliance
      Certificate
              33SECTION
      4.06
              Additional
      Interest Notice
              33SECTION
      4.07
              Reporting
      Obligation
              33SECTION
      4.08
              Covenant
      to Obtain Prior Shareholder Approval
              34
  i
 SECTION
      4.09
              Impairment
      of Security Interest
              34SECTION
      4.10
              Limitation
      on Liens
              34SECTION
      4.11
              Additional
      Amounts
              34SECTION
      4.12
              Restrictions
      regarding Share Pledges.
              36ARTICLE
      5 SUCCESSOR COMPANY
              37SECTION
      5.01
              When
      Company May Consolidate, Amalgamate, Merge or Transfer
    Assets
              37SECTION
      5.02
              Successor
      to be Substituted
              37SECTION
      5.03
              Opinion
      of Counsel to be Given Trustee
              38SECTION
      5.04
              When
      Subsidiary Guarantor May Merge or Transfer Assets
              38ARTICLE
      6 DEFAULTS AND REMEDIES
              39SECTION
      6.01
              Events
      of Default
              39SECTION
      6.02
              Acceleration
              41SECTION
      6.03
              Other
      Remedies
              42SECTION
      6.04
              Waiver
      of Past Defaults
              42SECTION
      6.05
              Control
      by Majority
              42SECTION
      6.06
              Limitation
      on Suits
              43SECTION
      6.07
              Rights
      of Noteholders to Receive Payment
              43SECTION
      6.08
              Collection
      Suit by Trustee
              43SECTION
      6.09
              Trustee
      May File Proofs of Claim
              44SECTION
      6.10
              Priorities
              44SECTION
      6.11
              Undertaking
      for Costs
              45SECTION
      6.12
              Waiver
      of Stay, Extension or Usury Laws
              45SECTION
      6.13
              Sole
      Remedy for Failure to Report.
              45SECTION
      6.14
              The
      Trustee May Enforce Claims Without Possession of
    Securities.
              46SECTION
      6.15
              The
      Rights and Remedies Cumulative.
              46SECTION
      6.16
              Delay
      or Omission Not Waiver
              46SECTION
      6.17
              Restoration
      of Rights and Remedies
              46SECTION
      6.18
              Notices
      of Default
              47ARTICLE
      7 TRUSTEE
              47SECTION
      7.01
              Duties
      of Trustee
              47SECTION
      7.02
              Rights
      of Trustee
              48SECTION
      7.03
              Individual
      Rights of Trustee
              49SECTION
      7.04
              Trustee’s
      Disclaimer
              49SECTION
      7.05
              Notice
      of Defaults
              49SECTION
      7.06
              [Reserved]
              50SECTION
      7.07
              Compensation
      and Indemnity
              50SECTION
      7.08
              Replacement
      of Trustee
              51SECTION
      7.09
              Successor
      Trustee by Merger
              52SECTION
      7.10
              Eligibility;
      Disqualification
              52SECTION
      7.11
              Preferential
      Collection of Claims Against Company
              53
  ii
 ARTICLE
      8 DISCHARGE OF INDENTURE
              53SECTION
      8.01
              Discharge
      of Liability on Notes
              53SECTION
      8.02
              Application
      of Trust Money
              53SECTION
      8.03
              Repayment
      to Company
              53SECTION
      8.04
              Reinstatement
              54ARTICLE
      9 AMENDMENTS
              54SECTION
      9.01
              Without
      Consent of Noteholders
              54SECTION
      9.02
              With
      Consent of Noteholders
              55SECTION
      9.03
              [
      Reserved]
              56SECTION
      9.04
              Revocation
      and Effect of Consents and Waivers
              56SECTION
      9.05
              Notation
      on or Exchange of Notes
              57SECTION
      9.06
              Trustee
      to Sign Amendments
              57ARTICLE
      10 CONVERSION OF NOTES
              58SECTION
      10.01
              Right
      to Convert
              58SECTION
      10.02
              Exercise
      of Conversion Right; Issuance of Class A Common Stock on Conversion; No
      Adjustment for Interest or Dividends
              60SECTION
      10.03
              Cash
      Payments in Lieu of Fractional Shares
              61SECTION
      10.04
              Conversion
      Rate
              62SECTION
      10.05
              Adjustment
      of Conversion Rate
              63SECTION
      10.06
              Effect
      of Reclassification, Consolidation, Amalgamation Merger or
      Sale
              72SECTION
      10.07
              Taxes
      on Shares Issued
              74SECTION
      10.08
              Reservation
      of Shares, Shares to be Fully Paid; Compliance with Governmental
      Requirements; Listing of Class A Common Stock
              74SECTION
      10.09
              Responsibility
      of Trustee
              75SECTION
      10.10
              [Reserved]
              75SECTION
      10.11
              Shareholder
      Rights Plans
              75SECTION
      10.12
              Settlement
      Upon Conversion
              76ARTICLE
      11 SUBSIDIARY GUARANTEES
              77SECTION
      11.01
              Subsidiary
      Guarantees
              77SECTION
      11.02
              Additional
      Subsidiary Guarantors
              77SECTION
      11.03
              Limitation
      on Liability
              78SECTION
      11.04
              No
      Subrogation
              78SECTION
      11.05
              Release
      and Discharge
              78SECTION
      11.06
              Limitation
      on Liability; Release and Discharge; Termination on
      Conversion.
              79SECTION
      11.07
              Right
      of Contribution
              81ARTICLE
      12 SECURITY AND SECURITY TRUSTEE
              81
  iii
 SECTION
      12.01
              Collateral
      and Security Agreements.
              81SECTION
      12.02
              Responsibilities
      of Security Trustee.
              83SECTION
      12.03
              Security
      Trustee’s Individual Capacity
              84SECTION
      12.04
              Trustee
      May Perform
              84SECTION
      12.05
              Fees,
      etc.
              84SECTION
      12.06
              Indemnification:
      Disclaimers, etc.
              85SECTION
      12.07
              Illegality;
      No inconsistency
              85SECTION
      12.08
              Rights
      of Trustee, the Security Trustee and the Paying Agent
              85SECTION
      12.09
              Parallel
      Debt
              85ARTICLE
      13 MISCELLANEOUS
              87SECTION
      13.01
              No
      Personal Liability of Directors, Officers, Employees, Incorporators or
      Shareholders
              87SECTION
      13.02
              Notices
              87SECTION
      13.03
              Communication
      by Noteholders with Other Noteholders
              89SECTION
      13.04
              Certificate
      and Opinion as to Conditions Precedent
              89SECTION
      13.05
              Statements
      Required in Certificate or Opinion
              89SECTION
      13.06
              When
      Notes Disregarded
              90SECTION
      13.07
              Rules
      by Trustee, Paying Agent, Conversion Agent and Registrar
              90SECTION
      13.08
              Reserved
              90SECTION
      13.09
              Governing
      Law
              90SECTION
      13.10
              No
      Interpretation of or by Other Agreements
              90SECTION
      13.11
              Successors
              90SECTION
      13.12
              Multiple
      Originals
              90SECTION
      13.13
              Table
      of Contents; Headings
              90SECTION
      13.14
              Indenture
      and Notes Solely Corporate Obligations
              91SECTION
      13.15
              Severability
              91SECTION
      13.16
              Benefits
      of Indenture
              91SECTION
      13.17
              Calculations
              91SECTION
      13.18
              Currency
      Indemnity
              91SECTION
      13.19
              Consent
      to Jurisdiction and Service of Process
              92
 
 Exhibit A
— Form of Note
  Exhibit B
— Form of Restrictive Legend for Class A Common Stock Issued Upon
Conversion
  iv
 INDENTURE
dated as of March 10, 2008, between CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a
company organized under the laws of Bermuda (the “Company”),
the Subsidiary Guarantors (as defined below), The Bank of New York, a New York
banking corporation, as trustee (the “Trustee”),
security trustee (the “Security
Trustee”), paying agent, conversion agent, transfer agent and
registrar.
  WHEREAS,
the Company has duly authorized the creation of an issue of its 3.50% Senior
Convertible Notes due 2013 (the “Notes”),
having the terms, tenor, amount and other provisions hereinafter set
forth.  Each Subsidiary Guarantor has duly authorized the creation of
the guarantees of obligation under the Notes.  Each of the Company and
the Subsidiary Guarantors has duly authorized the execution and delivery of this
Indenture; and
  WHEREAS,
all things necessary to make the Notes and Subsidiary Guarantees, when the Notes
and this Indenture are duly executed by the Company and Subsidiary Guarantors
and authenticated and delivered hereunder and duly issued by the Company and
Subsidiary Guarantors, the valid obligations of the Company and Subsidiary
Guarantors, and to make this Indenture a valid and binding agreement of the
Company and Subsidiary Guarantors, in accordance with its terms, have been done
and performed, and the execution of this Indenture and the issue hereunder of
the Notes and Subsidiary Guarantees have in all respects been duly
authorized,
  NOW,
THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises
and the purchase of the Notes by the Holders thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Notes
and Subsidiary Guarantees, as follows:
   ARTICLE
1
 DEFINITIONS
AND INCORPORATION BY REFERENCE
  SECTION
1.01                                           Definitions
   “Additional
Amounts” has the meaning specified in
Section 4.11.
  “Additional
Interest” has the meaning specified for “Additional Interest” in any
Registration Rights Agreement, including in Section 7(a) of the Initial
Registration Rights Agreement.
  “Additional
Notes” has the meaning specified in Section 2.14.
  “Additional Notes
Board Resolutions” means resolutions duly adopted by the Board of
Directors of the Company and delivered to the Trustee in an Officers’
Certificate providing for the issuance of Additional Notes.
  “Additional
Shares” has the meaning specified in Section 10.04(b).
  1
 “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.
  “Agent”
means the Paying Agent, the Conversion Agent, any Registrar, Transfer Agent,
authenticating agent, co-Registrar or the Security Trustee.
  “Agent
Members” has the meaning specified in Section 2.08(b)(vi).
  “Bankruptcy
Law” means (i) for the purposes of the Company and the Subsidiary
Guarantors, any bankruptcy, insolvency or other similar statute, regulation or
provision of any jurisdiction in which the Company and the Subsidiary Guarantors
are organized or are conducting business and (ii) for purposes of the Trustee
and the Noteholders, Title 11, U.S. Code or any similar United States federal,
state or foreign law for the relief of debtors.
  “Beneficial
Owner” means the same as the term is 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.  A Person will be deemed to beneficially own any voting stock
of an entity held by a parent entity, if such Person is the Beneficial Owner,
directly or indirectly, of more than 35% of the voting power of the voting stock
of such parent entity and the Permitted Holders beneficially own, directly or
indirectly, in the aggregate a lesser percentage of the voting power of the
voting stock of such parent entity.
  “Board of
Directors” means the Board of Directors of the Company or, other than in
the case of the definition of “Continuing Directors,” any committee thereof duly
authorized to act on behalf of such Board.
  “Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in the State of New York, Bermuda or
London are authorized or obligated by law or executive order 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.
  “Class A Common
Stock” means the shares of Class A Common Stock of the Company, par value
$0.08 per share, as designated by the Company at the Closing Date or shares of
any class or classes resulting from any reclassification or reclassifications
thereof, provided that
if at any time there shall be more than one such resulting class, the shares of
each such class then so issuable on conversion shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.
  2
 “Class B Common
Stock” means the shares of Class B Common Stock of the Company, par value
$0.08 per share, as designated by the Company at the Closing Date or shares of
any class or classes resulting from any reclassification or reclassifications
thereof, provided that
if at any time there shall be more than one such resulting class, the shares of
each such class then so issuable on conversion shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.
  “Closing
Date” means March 10, 2008, the date as of which this Indenture was
originally executed and delivered.
  “Closing Sale
Price” of any share of Class A Common Stock or any other security on any
Trading Day means:
  (i)           the
closing sale price per share of such security (or, if no closing sale price is
reported, the average of the closing bid and closing ask prices or, if more than
one in either case, the average of the average closing bid and the average
closing ask prices) on such date as reported in composite transactions for the
principal U.S. securities exchange on which such security is
traded;
  (ii)           if
such security is not listed on a U.S. national securities exchange, the last
quoted bid price of such security on that date in the over-the-counter market as
reported by Pink Sheets LLC or a similar organization; or
  (iii)           if
such security is not so quoted by Pink Sheets LLC or a similar organization, as
determined by a nationally recognized securities dealer retained by the Company
for that purpose.
  The
Closing Sale Price shall be determined without reference to extended or after
hours trading.  The Closing Sale Price of the Class A Common Stock may
be adjusted pursuant to Section 10.05(j).
  “CME BV”
means CME Media Enterprises B.V., a Netherlands company.
  “CME NV”
means Central European Media Enterprises N.V., a Netherlands Antilles
company.
  “Code”
means the Internal Revenue Code of 1986, as amended.
  “Collateral”
has the meaning specified in Section 12.01(a).
  “Company”
means the party named as such in this Indenture until a successor replaces it
and, thereafter, means the successor.
  “Company
Order” has the meaning specified in Section 2.04.
  “Company
Repurchase Notice” has the meaning specified in Section
3.02.
  3
 “Company
Website” means, as of any date of determination, the principal website
maintained by the Company on the Internet, which is located at
http://www.cetv-net.com as of the date hereof.
  “Continuing
Directors” means, as of any date of determination, any member of the
Board of Directors who (i) was a member of the Board of Directors on the Closing
Date; or (ii) was nominated for election or elected to the Board of Directors
with the approval of a majority of the Continuing Directors who were members of
the Board of Directors at the time of such new director’s nomination or
election.
  “Conversion
Agent” has the meaning specified in Section 2.05.
  “Conversion
Date” has the meaning specified in Section 10.02.
  “Conversion
Notice” has the meaning specified in Section 10.02.
  “Conversion
Obligation” has the meaning specified in Section 10.01(a).
  “Conversion
Period” has the meaning specified in Section 10.12.
  “Conversion
Price” on any date of determination means $1,000 divided by the
Conversion Rate as of such date.
  “Conversion
Rate” means initially 9.5238 shares of Class A Common Stock, subject to
adjustment as set forth herein.
  “Conversion
Settlement Amount” has the meaning specified in Section
10.12.
  “Corporate Trust
Office” or other similar term, means the designated office of the Trustee
at which at any particular time its corporate trust business as it relates to
this Indenture shall be administered, which office is, at the Closing Date,
located at 101 Barclay Street, Floor 8-W, New York, NY 10286, or at any other
time at such other address as the Trustee may designate from time to time by
notice to the Company.
  “Current Market
Price” has the meaning specified in Section 10.05(h)(i).
  “Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.
  “Daily Conversion
Value” has the meaning specified in Section 10.12.
  “Daily Settlement
Amount” has the meaning specified in Section 10.12.
  “Default”
means any event which is, or after notice or passage of time or both would be,
an Event of Default.
  “Defaulted
Interest” has the meaning specified in Section 2.15.
  4
 “Depositary”
means the clearing agency registered under the Exchange Act that is designated
to act as the Depositary for the Global Notes. DTC shall be the initial
Depositary, until a successor shall have been appointed and become such pursuant
to the applicable provisions of this Indenture, and thereafter, “Depositary”
shall mean or include such successor.
  “Depositary
Entity” has the meaning specified in Section 9.04.
  “Distributed
Assets” has the meaning specified in Section 10.05(d).
  “Distribution
Notice” has the meaning specified in Section 10.01(b).
  “DTC” means
The Depository Trust Company.
  “EBRD Loan
Agreement” refers to the Company’s €50.0 million revolving loan agreement
and the Company’s €100.0 million revolving loan, each agreement arranged by the
European Bank for Reconstruction and Development (“EBRD”), in
each case, as may be amended, renewed, extended, refinanced, replaced or
otherwise modified.
  “Effective
Date” has the meaning specified in Section 10.04(b).
  “Event of
Default” has the meaning specified in Section 6.01.
  “Ex-Dividend
Date” has the meaning specified in Section 10.05(h)(ii).
  “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as
amended.
  “Existing Debt
Agreements” collectively refer to the indentures governing the Existing
Senior Notes and the EBRD Loan Agreement.
  “Existing Senior
Notes” refer to the Company’s €245.0 million aggregate principal amount
of 8.25% Senior Notes due 2012 and the Company’s €150.0 million aggregate
principal amount of Senior Floating Rate Notes due 2014, in each case, as may be
amended, extended, refinanced, replaced or otherwise modified.
  “Expiration
Date” has the meaning specified in Section 10.05(f).
  “Expiration
Time” has the meaning specified in Section 10.05(f).
  “Fair Market
Value” means the amount which a willing buyer would pay a willing seller
in an arm’s-length transaction as determined by the Board of
Directors.
  “Fiscal
Quarter” means, with respect to the Company, the fiscal quarter publicly
disclosed by the Company. The Company shall confirm the ending dates of its
fiscal quarters for the current fiscal year to the Trustee upon the Trustee’s
request.
  “Framework
Agreement” means the framework agreement by and between the Company, CME
BV and PPF (Cyprus) Ltd., dated as of December 13, 2004.
  5
 “Fundamental
Change” means the occurrence of any of the following after the Issue
Date:
  (1)
              (A)
      any “person” (as this term is used in Section 13(d)(3) of the Exchange
      Act) or Group of related “persons”, other than one or more Permitted
      Holders, is or becomes the Beneficial Owner, directly or indirectly, of
      more than 50% of the total voting power of the voting stock of the Company
      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 Company than such Person or group or (B) any Person or group
      of related Persons or any “person” (as this term is used in Section
      13(d)(3) of the Exchange Act) or Group of related “persons” is or becomes
      the Beneficial Owner, directly or indirectly, of more than 50% of the
      number of outstanding shares of Class A Common
  Stock;
  (2)
              the
      first day on which a majority of the members of the Board of Directors are
      not Continuing Directors;
  (3)
              the
      adoption of a plan relating to the liquidation or dissolution of the
      Company;
  (4)
              the
      consolidation, amalgamation or merger of the Company with or into any
      other Person, or the sale, lease, transfer, conveyance or other
      disposition, in one or a series of related transactions, of all or
      substantially all of the Company’s assets and those of the Company’s
      Subsidiaries taken as a whole to any “person” (as this term is used in
      Section 13(d)(3) of the Exchange Act), other
  than:
  (a)
              in
      any transaction:
  •
              that
      does not result in any reclassification, conversion, exchange or
      cancellation of outstanding shares of the Company’s Capital Stock;
      and
  •
              pursuant
      to which the holders of 50% or more of the total number of outstanding
      shares of Class A Common Stock immediately prior to such transaction hold,
      directly or indirectly, 50% or more of the total number of outstanding
      shares of common stock of the continuing or surviving Person (or any
      parent thereof) immediately after giving effect to such transaction;
      or
  (b)
              any
      merger primarily for the purpose of changing the Company’s jurisdiction of
      incorporation and resulting in a reclassification, conversion or exchange
      of outstanding shares of the Class A Common Stock solely into shares of
      common stock of the surviving entity;
or
  (5)
              the
      termination of trading of the Class A Common Stock (or other common equity
      interests into which the Notes are then convertible), which will be deemed
      to have occurred if the Class A Common Stock (or other common equity
      interests into which the Notes are then convertible) is not listed on a
      United States national securities
      exchange and no depositary receipts or other certificates representing
      common equity interests are so listed in the United
      States.
  6
 However,
a Fundamental Change will be deemed not to have occurred if more than 90% of the
consideration in the transaction or transactions (other than cash payments for
fractional shares and cash payments made in respect of dissenters’ appraisal
rights) which otherwise would constitute a Fundamental Change under clauses (1)
or (4) above consists of shares of common stock, depositary receipts or other
certificates representing common equity interests traded or to be traded
immediately following such transaction on a U.S. national securities exchange,
and, as a result of the transaction or transactions, the Notes become
convertible into such common stock, depositary receipts or other certificates
representing common equity interests (and any rights attached thereto) and other
applicable consideration.
  “Fundamental
Change Repurchase Date” has the meaning specified in Section
3.01(a).
  “Global
Notes” has the meaning specified in Section 2.02.
  “Group” has
the meaning it has in Sections 13(d) and 14(d) of the Exchange Act.
  “Guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any debt of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person:
  (i)           to
purchase or pay (or advance or supply funds for the purchase or payment of) such
debt 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
  (ii)           entered
into for purposes of assuring in any other manner the obligee of such debt 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.
  “Guaranteed
Obligations” has
the meaning specified in Section 11.04.
  “Guarantor
Subordinated Obligations” means, with respect to a Subsidiary Guarantor,
any Indebtedness of such Subsidiary Guarantor (whether outstanding on the
Closing 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.
  “Indebtedness”
has the meaning given to such term in the Existing Debt Agreements and, to the
extent that all of the Existing Debt Agreements cease to remain in effect, has
the meaning given to such term under the last of the Existing Debt Agreements
that ceases to be in effect as of the last day that such Existing Debt Agreement
was in effect.
  7
 “Indenture”
means this Indenture as amended or supplemented from time to time.
  “Initial
Purchasers” means Lehman Brothers Inc., J.P. Morgan Securities Inc.,
Deutsche Bank Securities Inc., BNP Paribas and ING Bank N.V., London
Branch.
  “Initial
Registration Rights Agreement” means the Registration Rights Agreement,
dated as of the Closing Date, between the Company and the Initial Purchasers, as
amended from time to time in accordance with its terms.
  “Intercreditor
Agreement” refers to the intercreditor agreement, dated as of the Closing
Date, among the Company, the Subsidiary Guarantors, the Trustee, and the other
parties thereto.
  “interest”
means, when used with reference to the Notes, any interest payable under the
terms of the Notes, including Defaulted Interest, if any, Additional Interest,
if any, and Reporting Additional Interest, if any.
  “Interest Payment
Date” has the meaning specified in Section 2.03.
  “Issue
Date” means the date of initial issuance of Notes pursuant to this
Indenture.
  “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).
  “Market Disruption
Event” means, if the Class A Common Stock is listed on the Nasdaq Global
Select Market or another U.S. national securities exchange, the occurrence or
existence during the one-half hour period ending on the scheduled close of
trading on any Trading Day of any material suspension or limitation imposed on
trading (by reason of movements in price exceeding limits permitted by the stock
exchange or otherwise) in the Class A Common Stock on the principal U.S.
national exchange on which the Class A Common Stock is listed or in any options,
contracts or future contracts relating to the Class A Common Stock on the
primary market for the trading of such options, contracts or future
contracts.
  “Maturity
Date” means March 15, 2013.
  “Non-Stock Change
of Control” means a transaction described under clause (1) or clause (4)
in the definition of “Fundamental Change” pursuant to which 10% or more of the
consideration for Class A Common Stock (other than cash payments for fractional
shares, if applicable, and cash payments made in respect of dissenters’
appraisal rights, if applicable) in such transaction consists of cash or
securities (or other property) that are not shares of common stock, depositary
receipts or other certificates representing common equity interests traded or
scheduled to be traded immediately following such transaction on a U.S. national
securities exchange.
  “Noteholder”
or “Holder”
means the Person in whose name a Note is registered on the Registrar’s
books.
  8
 “Notes”
means any Notes issued, authenticated and delivered under this Indenture,
including any Global Notes and any Additional Notes.
  “Notice of
Default” has the meaning specified in Section 6.01.
  “Officer”
means the Chief Executive Officer, the Chief Financial Officer, the President,
any Executive Vice President, any Senior Vice President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company.
  “Officers’
Certificate” means a certificate signed by two Officers. One of the
officers executing an Officers’ Certificate in accordance with Section 4.05
shall be the chief executive, financial or accounting officer of the
Company.
  “Opinion of
Counsel” means a written opinion from legal counsel.  The
counsel may be an employee of or counsel to the Company.
  “Parallel
Debt” has the meaning specified in Section 12.09(a).
  “Paying
Agent” has the meaning specified in Section 2.05.
  “Payor”
shall mean the Company, any Subsidiary Guarantor or a successor of any
thereof.
  “Permitted
Holder” means (a) each Beneficial Owner of the Company’s Class B Common
Stock on the Closing Date, (b) family members of any Beneficial Owner of the
Company’s Class B Common Stock on the Closing Date, (c) trusts, the only
beneficiaries of which are Persons or entities described in (a) and (b) above
and (d) partnerships, corporations or limited liability companies which are
controlled by the Persons or entities described in (a) and (b)
above.
  “Permitted
Liens” means, with respect to any Person, Liens permitted under the
Existing Debt Agreements and, to the extent that all of the Existing Debt
Agreements cease to remain in effect, Liens permitted under the last of the
Existing Debt Agreements that ceases to be in effect as of the last day that
such Existing Debt Agreement was in effect.
  “Person”
means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other
entity.
  “Pledged
Shares” has the meaning specified in Section 12.01(a).
  “PORTAL
Market” means The PORTAL Market operated by the Nasdaq Stock Market or
any successor thereto.
  “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.
  9
 “Principal Debt
Obligations” has the meaning specified in Section
12.09.
  “protected
purchaser” has the meaning specified in Section 2.09.
  “Purchase
Agreement” means the Purchase Agreement, dated March 4, 2008 among the
Company, CME BV, CME NV and the Initial Purchasers relating to the offering and
sale of the Notes and the Subsidiary Guarantees.
  “Record
Date” means, with respect to any dividend, distribution or other
transaction or event in which the holders of Class A Common Stock have the right
to receive any cash, securities or other property or in which the Class A Common
Stock (or other applicable security) is exchanged for or converted into any
combination of cash, securities or other property, the date fixed for
determination of holders of Class A Common Stock entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).
  “Reference
Property” has the meaning specified in Section 10.06.
  “Register”
has the meaning specified in Section 2.05.
  “Registrar”
has the meaning specified in Section 2.05.
  “Registration
Rights Agreement” means the Initial Registration Rights Agreement and,
with respect to any Additional Notes, one or more registration rights agreements
between the Company and the other parties thereto relating to rights given by
the Company to the purchasers of Additional Notes to register the Class A Common
Stock into which such Additional Notes are convertible under the Securities
Act.
  “RegularRecord
Date” means, with respect to any Interest Payment Date of the Notes, the
last Business Day prior to the applicable Interest Payment Date; provided that in the event
that the Notes are not held in book-entry-only form or are not represented by
Global Notes, the Regular Record Dates shall be March 1 and September 1
preceding the applicable March 15 and September 15 Interest Payment Date,
respectively.
  “Relevant Taxing
Jurisdiction” shall have the meaning set forth in Section
4.11.
  “Reporting
Additional Interest” has the meaning specified in Section
6.13.
  “Repurchase
Notice” has the meaning specified in Section 3.01(c).
  “Restricted
Securities” has the meaning specified in Section 2.08(c).
  “Restricted
Subsidiary” means any Subsidiary of the Company other than an
Unrestricted Subsidiary.
  10
 “Rule 144A”
means Rule 144A as promulgated under the Securities Act as it may be amended
from time to time hereafter.
  “Scheduled Trading
Day” means any day on which the primary U.S. national securities exchange
or market on which Class A Common Stock is listed or admitted for trading is
scheduled to be open for trading.
  “SEC” means
the U.S. Securities and Exchange Commission.
  “Securities
Act” means the U.S. Securities Act of 1933, as amended.
  “Security
Agreements” has the meaning specified in Section 12.01(a).
  “Security
Trustee” means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.
  “Settlement Period
Market Disruption Event” means:
  (i)           a
failure by the securities exchange or market referenced in the definition of
“Settlement Period Trading Day” to open for trading during its regular trading
session; or
  (ii)           the
occurrence or existence prior to 1:00 p.m., New York City time, on any
Settlement Period Trading Day for the Class A Common Stock of an aggregate
one-half hour of suspension or limitation imposed on trading (by reason of
movements in price exceeding limits permitted by The Nasdaq Global Select Market
or otherwise) in the Class A Common Stock or in any option contracts or futures
contracts relating to the Class A Common Stock.
  “Settlement Period
Trading Day” means a day during which:
  (i)           
trading in the Class A Common Stock generally occurs on the primary U.S.
national securities exchange or market on which the Class A Common Stock is
listed or admitted for trading; and
  (ii)           there
is no Settlement Period Market Disruption Event;
  provided, however, that if
the Class A Common Stock is not traded on any U.S. national securities exchange
or market, then “Settlement Period Trading Day” shall mean a day that the Volume
Weighted Average Price of the Class A Common Stock can be obtained.
  “Share
Pledges” has the meaning specified in Section 12.01(a).
  “Significant
Subsidiary” means any Subsidiary of the Company that would be a
“Significant Subsidiary” of the Company within the meaning specified in Rule
1-02(w) under Regulation S-X promulgated by the SEC, as of the date of this
Indenture.
  “Special Interest
Payment Date” has the meaning specified in Section 2.15(a).
  11
 “Special Record
Date” has the meaning specified in Section 2.15(a).
  “Spin-Off”
has the meaning specified in Section 10.05(d).
  “Spin-Off
Valuation Period” has the meaning specified in Section
10.05(d).
  “Stated
Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the final payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).
  “Stock
Price” means:
  (i)           in
the case of a Non-Stock Change of Control in which holders of the Class A Common
Stock receive only cash as consideration for their shares of Class A Common
Stock, the amount of cash paid per share of the Class A Common Stock in such
Non-Stock Change of Control; or
  (ii)           in
the case of all other Non-Stock Changes of Control, the average of the Closing
Sale Prices of Class A Common Stock over the five consecutive Trading-Day period
ending on the Trading Day immediately preceding the Effective Date of such
Non-Stock Change of Control.
  “Subsidiary”
of any Person means (i) any corporation, association, partnership, joint
venture, limited liability company or other business entity of which more than
50% of the total voting power of shares of Capital Stock or other interests
(including partnership and joint venture interests) entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of
such Person or (3) one or more Subsidiaries of such Person or (ii) any
corporation, association, partnership, joint venture, limited liability company
or other business entity which is consolidated with the Company and its
Subsidiaries in accordance with U.S. generally accepted accounting principles.
Unless otherwise specified herein, each reference to a Subsidiary will refer to
a Subsidiary of the Company.
  “Subsidiary
Guarantee” means any Guarantee of the Notes by a Subsidiary Guarantor in
accordance with Article 11.
  “Subsidiary
Guarantors” means all of the Company’s existing and future Subsidiaries
that (1) are currently a party to, or become a party to, the EBRD Loan Agreement
(whether as a borrower, co-borrower or guarantor) or (2) are currently, or in
the future become, a Subsidiary Guarantor of the Existing Senior
Notes.  As of the Closing Date, the Subsidiary Guarantors are CME BV
and CME NV.
  “Taxes” has
the meaning specified in Section 4.11.
  12
 “TIA” or
“Trust
Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb), as amended, as in effect on the date of this
Indenture.
  “Trading
Day” means a day during which (i) the Nasdaq Global Select Market is open
for trading, or if the Class A Common Stock is not listed on the Nasdaq Global
Select Market, the principal U.S. national securities exchange on which the
Class A Common Stock is listed is open for trading, and has a scheduled closing
time of 4:00 p.m., New York City time (or the then standard closing time for
regular trading on the relevant exchange or market), or if the Class A Common
Stock is not so listed, any Business Day, and (ii) there is no Market Disruption
Event.
  “Trading
Price” means, with respect to a Note on any date of determination, the
average of the secondary market bid quotations per $1,000 principal amount of
Notes obtained by the Trustee for $5,000,000 principal amount of Notes at
approximately 3:30 p.m., New York City time, on such determination date from two
independent nationally recognized securities dealers selected by the Company,
which may include one or more of the Initial Purchasers; provided that if only one
such bid can be reasonably obtained by the Trustee, then this one bid shall be
used; and provided
further that, if the Trustee cannot reasonably obtain at least one bid
for $5,000,000 principal amount of Notes from an independent nationally
recognized securities dealer then, for the purpose of determining the
convertibility of the Notes pursuant to Section 10.01(a)(6) only, the Trading
Price per $1,000 principal amount of Notes shall be deemed to be less than 98%
of the product of (a) the Conversion Rate on such determination date and (b) the
Closing Sale Price of a share of Class A Common Stock on such determination
date.
  “Trigger
Event” has the meaning specified in Section 10.05(d).
  “Trust
Officer” means any officer within the Corporate Trust Office of the
Trustee with direct responsibility for the administration of this
Indenture.
  “Trustee”
means the party named as such in this Indenture until a successor replaces it
and, thereafter, means the successor.
  “Uniform
Commercial Code” means the New York Uniform Commercial Code as in effect
from time to time.
  “Unrestricted
Subsidiary” means any Subsidiary of the Company that has been designated
as an “Unrestricted Subsidiary” in accordance with the terms of the Existing
Debt Agreements and, to the extent that all of the Existing Debt Agreements
cease to remain in effect, means any Subsidiary of the Company that has been
designated as an “Unrestricted Subsidiary” in accordance with the last of the
Existing Debt Agreements that ceases to be in effect as of the last day that
such Existing Debt Agreement was in effect.
  “Volume Weighted
Average Price” on any Settlement Period Trading Day means:
  (i)           with
respect to Class A Common Stock, the per share volume weighted average price as
displayed on Bloomberg (or any successor service) Page CETV.UQ <EQUITY>
AQR in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on
such Settlement Period Trading Day (or, if such Volume Weighted Average Price is
unavailable, the market value per share of Class A Common Stock on such
Settlement Period Trading Day as determined by a nationally recognized
independent investment banking firm (which may be an Initial Purchaser or one of
its affiliates) retained for this purpose by the Company); or
  13
 (ii)           with
respect to any Reference Property, the volume weighted average price per unit of
Reference Property as determined in a manner substantially consistent with the
manner in which the “Volume Weighted
Average Price” of a share of Class A Common Stock is to be determined in
accordance with clause (i) as determined in good faith by the
Company.
  “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 management board, directors or persons acting in a similar
capacity on similar corporate bodies.
  “Wholly Owned
Subsidiary” means a Subsidiary of the Company, all the Capital Stock of
which (other than directors’ qualifying shares) is owned by the Company or
another Wholly Owned Subsidiary.
  SECTION
1.02                                           Rules of Construction. Unless
the context otherwise requires:
  (1)           a
term has the meaning assigned to it;
  (2)           “or”
is not exclusive;
  (3)           “including”
means including without limitation; and
  (4)           words
in the singular include the plural and words in the plural include the
singular.
   ARTICLE
2
 THE
NOTES
  SECTION
2.01                                           Designation, Amount and
Issuance of Notes . 
The Notes shall be designated as “3.50% Senior Convertible Notes due 2013.” The
Notes initially will be issued in an aggregate principal amount not to exceed
(i) $475,000,000 plus (ii) such additional aggregate principal amount of
Notes as may be issued from time to time as Additional Notes in accordance with
such Section 2.14 (except pursuant to Sections 2.09 and 2.11
hereof).  Notes may be executed by the Company and delivered to the
Trustee for authentication as provided in Section 2.04.  The Notes
shall be jointly and severally Guaranteed by the Subsidiary Guarantors as
provided in Article 11.
  SECTION
2.02                                          
Form of the
Notes. The Notes and the
Trustee’s certificate of authentication to be borne by such Notes shall be
substantially in the form set forth in Exhibit A hereto. The terms and
provisions contained in the form of Notes attached as Exhibit A hereto
shall constitute, and are hereby expressly made, a part of this Indenture and,
to the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.
  14
 Any of
the Notes may have such letters, numbers or other marks of identification and
such notations, legends, endorsements or changes as the officers executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Indenture, or as may be
required by the custodian for the Global Notes, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Notes to be
tradable on the PORTAL Market or as may be required for the Notes to be tradable
on any other market developed for trading of securities pursuant to Rule 144A or
as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Notes are subject.
  So long
as the Notes are eligible for book-entry settlement with the Depositary, or
unless otherwise required by law, or otherwise contemplated by Section 2.08(b),
all of the Notes will be represented by one or more Notes in global form
registered in the name of the Depositary or the nominee of the Depositary
(“Global
Notes”). The transfer and exchange of beneficial interests in any such
Global Notes shall be effected through the Depositary in accordance with this
Indenture and the applicable procedures of the Depositary; and beneficial
interests in the Global Notes shall be subject to all rules and procedures of
the Depositary.  Except as provided in Section 2.08(b), beneficial
owners of a Global Note shall not be entitled to have certificates registered in
their names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered Holders of such
Global Note.
  Any
Global Notes shall represent such of the outstanding Notes as shall be specified
therein and shall provide that it shall represent the aggregate amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
amount of outstanding Notes represented thereby may from time to time be
increased or reduced to reflect repurchases, conversions, transfers or exchanges
permitted hereby.  Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Trustee or the custodian for the Global
Note, at the direction of the Trustee, in such manner and upon instructions
given by the Holder of such Notes in accordance with this Indenture. Payment of
principal of and interest on any Global Notes shall be made to the Depositary in
immediately available funds.
  SECTION
2.03                                           Date and Denomination of
Notes; Payment at Maturity; Payment of Interest . The
Notes shall be issuable in registered form without coupons in denominations of
$1,000 principal amount and integral multiples thereof.  Each Note
shall be dated the date of its authentication and shall bear interest from the
date specified in the form of Notes attached as Exhibit A
hereto.
  Interest
on the Notes shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.  The amount of interest payable for any period
that is less than a whole month shall be computed on the basis of the actual
number of days elapsed during such less than whole-month period divided by
360.
  If any
payment date is not a Business Day, payment will be made on the next succeeding
Business Day and no interest will accrue thereon.
 15
 On the
Maturity Date, each Holder shall be entitled to receive on such date $1,000
principal amount per Notes and accrued and unpaid interest to, but not
including, the Maturity Date.  With respect to Global Notes, such
principal and interest will be paid to the Depositary in immediately available
funds.  With respect to any certificated Notes, such principal and
interest will be payable at the Company’s office or agency maintained for that
purpose, which initially will be the office or agency of the Trustee located at
101 Barclay Street, Floor 8W, New York, N.Y. 10286,
Attention:  Corporate Trust Administration.  For the
avoidance of doubt, the payment at maturity of principal and accrued and unpaid
interest to, but not including, the Maturity Date is the only scheduled
principal repayment under the Notes.
  Interest
on the Notes will accrue at the rate of 3.50% per annum, from March 10, 2008
until the principal thereof is paid or made available for
payment.  Interest shall be payable in cash on March 15 and September
15 of each year (each, an “Interest Payment
Date”), commencing September 15, 2008, to the Person in whose name any
Note is registered on the Register at 5:00 p.m., New York City time, on any
Regular Record Date with respect to the applicable Interest Payment Date, except
that the interest payable upon the Maturity Date will be payable to the Person
to whom the principal amount is paid.  Notwithstanding the foregoing,
any Notes or portion thereof surrendered for conversion after 5:00 p.m., New
York City time, on the Regular Record Date for an Interest Payment Date but
prior to the applicable Interest Payment Date shall be accompanied by payment,
in immediately available funds or other funds acceptable to the Company, of an
amount equal to the interest otherwise payable on such Interest Payment Date on
the principal amount being converted; provided that no such payment need be
made:
  (i)           with
respect to conversions after 5:00 p.m., New York City time, on the Regular
Record Date immediately preceding the Maturity Date;
  (ii)           with
respect to conversions in connection with a Fundamental Change and the Company
has specified a Fundamental Change Repurchase Date that is after a Regular
Record Date and on or prior to the corresponding Interest Payment Date;
and
  (iii)           with
respect to any overdue interest, if overdue interest exists at the time of
conversion with respect to such Notes.
  The
Company shall pay interest:
  (i)           on
any Global Notes by wire transfer of immediately available funds to the account
of the Depositary or its nominee;
  (ii)           on
any Notes in certificated form having a principal amount of less than
$2,000,000, by check mailed to the address of the Holder of such Notes as it
appears in the Register, provided, however, that, at maturity,
interest will be payable at the office of the Company maintained by the Company
for such purposes, which shall initially be an office or agency of the Trustee;
and
  (iii)           on
any Notes in certificated form having a principal amount of $2,000,000 or more,
by wire transfer in immediately available funds at the election of the Holder of
such Notes duly delivered to the Trustee at least five Business Days prior to
the relevant Interest Payment Date, provided, however, that, at maturity,
interest will be payable at the office of the Company maintained by the Company
for such purposes, which shall initially be an office or agency of the
Trustee.
  16
 SECTION
2.04                                           Execution and
Authentication . One
Officer shall sign the Notes for the Company by manual or facsimile
signature.
  If an
Officer whose signature is on a Note no longer holds that office at the time the
Trustee authenticates the Note, the Note shall be valid
nevertheless.
  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.
  The
Trustee shall authenticate and make available for delivery Notes for original
issue, upon receipt of a written order or orders of the Company signed by an
Officer (a “Company
Order”):  (i) pursuant to the Purchase Agreement, in the
aggregate principal amount of up to $475,000,000 and (ii) from time to time, in
such aggregate principal amount as shall be established for any Additional Notes
established pursuant to the respective Officers’ Certificate in respect thereof
delivered pursuant to Section 2.14.  The Company Order shall specify
the amount of Notes to be authenticated and shall state the date on which such
Notes are to be authenticated.
  The
Trustee may appoint an authenticating agent reasonably acceptable to the Company
to authenticate the Notes.  Any such appointment shall be evidenced by
an instrument signed by a Trust Officer, a copy of which shall be furnished to
the Company. Unless limited by the terms of such 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
agent. An authenticating agent has the same rights as any Registrar, Paying
Agent or agent for service of notices and demands.
  SECTION
2.05                                           Registrar, Paying Agent and Conversion
Agent .     The Company shall maintain
an office or agency where Notes may be presented for registration of transfer or
for exchange (the“Registrar”), an office or agency
where Notes may be presented for payment (the
“Paying
Agent”)
and an office or agency where Notes
may be presented for conversion (the “Conversion
Agent”).  The
Corporate
Trust Office
shall be considered as one such office or agency of the Company for each of the
aforesaid purposes.  The Registrar shall keep a register of the Notes
(the “Register”)
and of their
transfer and exchange. The Company may have one or more co-registrars, one or
more additional paying agents and one or more additional conversion
agents.  The term “Paying Agent” includes any additional paying agent,
the term “Registrar” includes any co-registrars and the term “Conversion Agent”
includes any additional conversion agent.  The Company initially
appoints the Trustee as (i) Registrar, Paying Agent and Conversion Agent in
connection with the Notes and (ii) the custodian with respect to the Global
Notes.
  17
 The
Company shall enter into an appropriate agency agreement with any Registrar,
Paying Agent or Conversion Agent not a party to this Indenture.  The
agreement shall implement the provisions of this Indenture that relate to such
agent.  The Company shall notify the Trustee of the name and address
of any such agent.  If the Company fails to maintain a Registrar,
Paying Agent or Conversion Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section
7.07.  The Company or any of its domestically organized Wholly Owned
Subsidiaries may act as Paying Agent or Registrar.


The
Company may remove any Registrar, Paying Agent or Conversion Agent upon written
notice to such Registrar, Paying Agent, Conversion Agent and to the Trustee;
provided, however, that no such removal
shall become effective until (1) acceptance of an appointment by a successor as
evidenced by an appropriate agreement entered into by the Company and such
successor Registrar, Paying Agent or Conversion Agent, as the case may be, and
delivered to the Trustee or (2) notification to the Trustee that the Trustee
shall serve as Registrar, Paying Agent or Conversion Agent until the appointment
of a successor in accordance with clause (1) above. The Registrar, Paying Agent
or Conversion Agent may resign at any time upon written notice; provided, however, that the Trustee may
resign as Paying Agent, Conversion Agent or Registrar only if the Trustee also
resigns as Trustee in accordance with Section 7.08.
  SECTION
2.06                                           Paying Agent to Hold Money
in Trust .  By
3 p.m., London time, on the Business Day prior to each due date of the principal
and interest on any Note, the Company shall deposit with the Paying Agent (or if
the Company or a Wholly Owned Subsidiary is acting as Paying Agent, segregate
and hold in trust for the benefit of the Persons entitled thereto) a sum
sufficient to pay such principal and interest when so becoming due. The Company
shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Noteholders or the
Trustee all money held by the Paying Agent for the payment of principal of or
interest on the Notes and shall notify the Trustee of any default by the Company
in making any such payment. If the Company or a Subsidiary of the Company acts
as Paying Agent, it shall segregate the money held by it as Paying Agent and
hold it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent. Upon complying with this Section, the Paying
Agent shall have no further liability for the money delivered to the
Trustee.
  SECTION
2.07                                           Noteholder
Lists . 
The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Noteholders and shall otherwise comply with Section
312(a) of the TIA.  If the Trustee is not the Registrar, or to the
extent otherwise required under the TIA, the Company shall furnish, or cause the
Registrar to furnish, to the Trustee, in writing at least five Business Days
before each Interest Payment Date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Noteholders and shall otherwise
comply with Section 312(a) of the TIA.
  SECTION
2.08                                           Exchange and Registration of
Transfer of Notes; Restrictions on Transfer .
(a) The Company shall cause to be kept at the Corporate Trust Office the
Register in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Notes and of transfers of
Notes. The Register shall be in written form or in any form capable of being
converted into written form within a reasonably prompt period of
time.
  18
 Upon
surrender for registration of transfer of any Notes to the Registrar or any
co-registrar, and satisfaction of the requirements for such transfer set forth
in this Section 2.08, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes of any authorized denominations and of a like
aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.
  Notes may
be exchanged for other Notes of any authorized denominations and of a like
aggregate principal amount, upon surrender of the Notes to be exchanged at any
such office or agency maintained by the Company pursuant to Section 4.02.
Whenever any Notes are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Notes that the Holder making
the exchange is entitled to receive bearing registration numbers not
contemporaneously outstanding.
  All Notes
issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Notes surrendered upon such registration
of transfer or exchange.
  All Notes
presented or surrendered for registration of transfer or for exchange,
repurchase or conversion shall (if so required by the Company or the Registrar)
be duly endorsed, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company, and the Notes shall be duly
executed by the Holder thereof or its attorney duly authorized in
writing.
  No
service charge shall be made to any Holder for any registration of, transfer or
exchange of Notes, but the Company or the Trustee may require payment by the
Holder of a sum sufficient to cover any tax, assessment or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes.
  Neither
the Company nor the Trustee nor any Registrar shall be required to exchange,
issue or register a transfer of (a) any Notes or portions thereof surrendered
for conversion pursuant to Article 10 or (b) any Notes or portions thereof
tendered for repurchase (and not withdrawn) pursuant to Article 3.
  (b)           The
following provisions shall apply only to Global Notes:
  (i)           Each
Global Note authenticated under this Indenture shall be registered in the name
of the Depositary or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian for the Global Notes therefor, and each such Global
Note shall constitute a single Note for all purposes of this
Indenture.
  (ii)           Notwithstanding
any other provision in this Indenture, no Global Note may be exchanged in whole
or in part for Notes registered, and no transfer of a Global Note in whole or in
part may be registered, in the name of any Person other than the Depositary or a
nominee thereof unless
  19
 (A)           the
Depositary (x) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Note or (y) has ceased to be a clearing
agency registered under the Exchange Act, and a successor depositary has not
been appointed by the Company within 90 calendar days, or
  (B)           the
Company, in its sole discretion, notifies the Trustee in writing that it no
longer wishes to have all the Notes represented by Global Notes.
  Any
Global Notes exchanged pursuant to this Section 2.08(b)(ii) shall be so
exchanged in whole and not in part.
  (iii)           In
addition, certificated Notes will be issued in exchange for beneficial interests
in a Global Note upon request by or on behalf of the Depositary in accordance
with customary procedures following the request of a beneficial owner seeking to
enforce its rights under the Notes or this Indenture, including its rights
following the occurrence of an Event of Default.
  (iv)           Notes
issued in exchange for a Global Note or any portion thereof pursuant to clause
(ii) or (iii) above shall be issued in definitive, fully registered form,
without interest coupons, shall have an aggregate principal amount equal to that
of such Global Notes or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall
designate and shall bear any legends required hereunder.  Any Global
Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as
Registrar, provided
that pending completion of the exchange of a Global Note, the Trustee acting as
custodian for the Global Notes for the Depositary or its nominee with respect to
such Global Notes, shall reduce the principal amount thereof, by an amount equal
to the portion thereof to be so exchanged, by means of an appropriate adjustment
made on the records of the Trustee.  Upon any such surrender or
adjustment, the Trustee shall authenticate and make available for delivery the
Notes issuable on such exchange to or upon the written order of the Depositary
or an authorized representative thereof.
  (v)           In
the event of the occurrence of any of the events specified in clause (ii) above
or upon any request described in clause (iii) above, the Company will promptly
make available to the Trustee a sufficient supply of certificated Notes in
definitive, fully registered form, without interest coupons.
  (vi)           Neither
any members of, or participants in, the Depositary (“Agent
Members”) nor any other Persons on whose behalf Agent Members may act
shall have any rights under this Indenture with respect to any Global Notes
registered in the name of the Depositary or any nominee thereof, and the
Depositary or such nominee, as the case may be, may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner
and Holder of such Global Notes for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or such nominee, as the
case may be, or impair, as between the Depositary, its Agent Members and any
other Person on whose behalf an Agent Member may act, the operation of customary
practices of such Persons governing the exercise of the rights of a Holder of
any Notes.
   20
 (vii)           At
such time as all interests in a Global Note have been repurchased, converted,
cancelled or exchanged for Notes in certificated form, such Global Note shall,
upon receipt thereof, be cancelled by the Trustee in accordance with standing
procedures and instructions existing between the Depositary and the custodian
for the Global Note. At any time prior to such cancellation, if any interest in
a Global Note is repurchased, converted, cancelled or exchanged for Notes in
certificated form, the principal amount of such Global Note shall, in accordance
with the standing procedures and instructions existing between the Depositary
and the custodian for the Global Note, be appropriately reduced by the Trustee
and the Depositary in their records.
  (c)           Every
Note (and all securities issued in exchange therefor or in substitution thereof)
that bears or is required under this Section 2.08(c) to bear the legend set
forth in this Section 2.08(c) (together with any Class A Common Stock issued
upon conversion of the Notes and required to bear the legend set forth in Exhibit B,
collectively, the “Restricted
Securities”) shall be subject to the restrictions on transfer set forth
in this Section 2.08(c) (including those set forth in the legend below and the
legend set forth in Exhibit B) unless
such restrictions on transfer shall be waived by written consent of the Company
following receipt of legal advice supporting the permissibility of the waiver of
such transfer restrictions, and the holder of each such Restricted Security, by
such holder’s acceptance thereof, agrees to be bound by all such restrictions on
transfer. As used in this Section 2.08(c), the term “transfer” means any sale,
pledge, loan, transfer or other disposition whatsoever of any Restricted
Security or any interest therein.
  Prior to
the date one year following the later of the Closing Date and the Issue Date of
the last subsequent issuance of the Notes and Subsidiary Guarantees, if any, any
certificate evidencing a Restricted Security shall bear a legend in
substantially the following form (or as set forth in Exhibit B, in the
case of Class A Common Stock issued upon conversion of the Notes), unless such
Restricted Security has been sold pursuant to a registration statement that has
been declared effective under the Securities Act (and which continues to be
effective at the time of such transfer) or sold pursuant to Rule 144 under the
Securities Act or any similar provision then in force, or unless otherwise
agreed by the Company in writing as set forth above, with written notice thereof
to the Trustee:
  21
 THE
SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE
HOLDER: (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT OF 1933; (2) AGREES THAT IT WILL NOT PRIOR
TO THE DATE ONE YEAR AFTER THE LATER OF THE DATE OF ORIGINAL ISSUANCE OF THIS
NOTE AND SUBSIDIARY GUARANTEES AND THE LAST SUBSEQUENT ISSUANCE OF THE NOTES AND
THE SUBSIDIARY GUARANTEES, IF ANY, OF CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(THE “COMPANY”) RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR
THE SHARES OF CLASS A COMMON STOCK THAT MAY BE ISSUABLE UPON CONVERSION OF SUCH
SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED OR BECOME EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO
ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
INCLUDING UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE COMPANY AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND
THE TRUSTEE; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO
CLAUSES 2(C) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.
  In
connection with any transfer of the Notes and Subsidiary Guarantees prior to the
date one year following the later of the Closing Date and the Issue Date of the
last subsequent issuance of the Notes and Subsidiary Guarantees, if any (other
than a transfer pursuant to clause (2)(C) above), the Holder must complete and
deliver the transfer certificate contained in this Indenture to the Trustee (or
any successor Trustee, as applicable). If the proposed transfer is pursuant to
clause (2)(D) above, the Holder must, prior to such transfer, furnish to the
Trustee (or any successor Trustee, as applicable), such certifications, legal
opinions or other information as the Company may reasonably require to confirm
that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act. The legend set forth above will be removed upon the earlier of
the transfer of the Notes evidenced thereby pursuant to clause (2)(C) above or
the expiration of one year following the later of the Closing Date and the Issue
Date of the last subsequent issuance of the Notes and Subsidiary Guarantees
(including any Additional Notes issued pursuant to Section 2.14).
  Any Notes
that are Restricted Securities and as to which such restrictions on transfer
shall have expired in accordance with their terms or as to conditions for
removal of the foregoing legend set forth therein have been satisfied may, upon
surrender of such Notes for exchange to the Registrar in accordance with the
provisions of this Section 2.08, be exchanged for a new Note or Notes, of like
tenor and aggregate principal amount, which shall not bear the restrictive
legend required by this Section 2.08(c). If such Restricted Security surrendered
for exchange is represented by a Global Note bearing the legend set forth in
this Section 2.08(c), the principal amount of the legended Global Notes shall be
reduced by the appropriate principal amount and the principal amount of a Global
Note without the legend set forth in this Section 2.08(c) shall be increased by
an equal principal amount. If a Global Note without the legend set forth in this
Section 2.08(c) is not then outstanding, the Company shall execute and the
Trustee shall authenticate and deliver an unlegended Global Notes to the
Depositary.
  22
 In the
event Rule 144(b)(1)(i) as promulgated under the Securities Act is amended to
change the one-year period under Rule 144(b)(1)(i), then, the references in the
restrictive legend set forth above to “one year,” and in the corresponding
transfer restrictions described above included in this Indenture and the Notes
and with respect to shares of the Class A Common Stock will be deemed to refer
to such changed period, from and after receipt by the Trustee of an Officers’
Certificate and Opinion of Counsel evidencing such changes. However, such
changes will not be made if they are otherwise prohibited by, or would otherwise
cause a violation of, the federal securities laws applicable at the
time.  As soon as practicable after the Company knows of the
effectiveness of any such amendment to change the one-year period under Rule
144(b)(1)(i), unless such changes would otherwise be prohibited by, or would
otherwise cause a violation of, the federal securities laws applicable at the
time, the Company will provide to the Trustee an Officers’ Certificate and
Opinion of Counsel evidencing such changes as to the effectiveness of such
amendment and the effectiveness of such change to the restrictive legends and
transfer restrictions.
  (d)           Any
Restricted Securities, prior to the expiration of the holding period applicable
to sales thereof under Rule 144 under the Securities Act (or any successor
provision), purchased or owned by the Company or any Affiliate thereof may not
be resold by the Company or such Affiliate unless registered under the
Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction which results in such Notes
or Class A Common Stock, as the case may be, no longer being “restricted
securities” (as defined under Rule 144).
  (e)           The
Trustee shall have no responsibility or obligation to any Agent Members or any
other Person with respect to the accuracy of the books or records, or the acts
or omissions, of the Depositary or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Notes or with respect to
the delivery to any Agent Member or other Person (other than the Depositary) of
any notice or the payment of any amount, under or with respect
to such Notes.  All notices and communications to be given to the
Holders of Notes and all payments to be made to Holders of Notes under the Notes
shall be given or made only to or upon the order of the registered Holders of
Notes (which shall be the Depositary or its nominee in the case of a Global
Note).  The rights of beneficial owners in any Global Notes shall be
exercised only through the Depositary subject to the customary procedures of the
Depositary.  The Trustee may rely and shall be fully protected in
relying upon information furnished by the Depositary with respect to its Agent
Members.
  The
Trustee shall have no obligation or duty 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 Notes
(including any transfers between or among Agent Members) 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.
  SECTION
2.09                                           Replacement
Notes . If a
mutilated Note is surrendered to the Registrar or if the Noteholder of a Note
claims that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Note if the
requirements of Section 8-405 of the Uniform Commercial Code are met, such that
the Noteholder (i) satisfies the Company and the Trustee within a reasonable
time after it has notice of such loss, destruction or wrongful taking and the
Registrar does not register a transfer prior to receiving such notification,
(ii) makes such request to the Company and the Trustee prior to the Note being
acquired by a protected purchaser as defined in Section 8-303 of the Uniform
Commercial Code (a “protected
purchaser”) and (iii) satisfies any other reasonable requirements of
the Trustee and the Company.  If required by the Trustee or the
Company, such Noteholder shall furnish an indemnity bond sufficient in the
judgment of the Trustee to protect the Company, the Trustee, the Paying Agent
and the Registrar from any loss that any of them may suffer if a Note is
replaced. The Company and the Trustee may charge the Noteholder for their
expenses in replacing a Note. In case any Note which has matured or is about to
mature or has been properly tendered for repurchase on a Fundamental Change
Repurchase Date (and not withdrawn), as the case may be, or is to be converted
into Class A Common Stock, shall become mutilated or be destroyed, lost or
wrongfully taken, the Company may, instead of issuing a substitute Note, pay or
authorize the payment of or convert or authorize the conversion of the same
(without surrender thereof except in the case of a mutilated Note), as the case
may be, if the applicant for such payment or conversion shall furnish to the
Company, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to save each of them harmless
for any loss, liability, cost or expense caused by or in connection with such
substitution, and, in every case of destruction, loss or wrongful taking, the
applicant shall also furnish to the Company, the Trustee and, if applicable, any
Paying Agent or Conversion Agent evidence to their satisfaction of the
destruction, loss or wrongful taking of such Notes and of the ownership
thereof.
  23
 Every
replacement Note is an additional obligation of the Company.
 
 The
provisions of this Section 2.09 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, lost, destroyed or wrongfully taken Notes.
  SECTION
2.10                                           Outstanding
Notes . Notes
outstanding at any time are all Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation and those described
in this Section as not outstanding. A Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.
  If a Note
is replaced pursuant to Section 2.09, it ceases to be outstanding unless the
Trustee and the Company receive proof satisfactory to them that the replaced
Note is held by a protected purchaser.
  If the
Paying Agent segregates and holds in trust, in accordance with this Indenture,
on a Fundamental Change Repurchase Date or Maturity Date money sufficient to pay
all principal and interest payable on that date with respect to the Notes (or
portions thereof) to be repurchased or maturing, as the case may be, and the
Paying Agent is not prohibited from paying such money to the Noteholders on that
date pursuant to the terms of this Indenture, then on and after that date such
Notes (or portions thereof) cease to be outstanding and interest on them ceases
to accrue.
  24
 SECTION
2.11                                           Temporary
Notes . Pending
the preparation of Notes in certificated form, the Company may execute and the
Trustee or an authenticating agent appointed by the Trustee shall, upon the
written request of the Company, authenticate and deliver temporary Notes
(printed or lithographed). Temporary Notes shall be issuable in any authorized
denomination, and substantially in the form of the Notes in certificated form,
but with such omissions, insertions and variations as may be appropriate for
temporary Notes, all as may be determined by the Company. Every such temporary
Note shall be executed by the Company and authenticated by the Trustee or such
authenticating agent upon the same conditions and in substantially the same
manner, and with the same effect, as the Notes in certificated form. Without
unreasonable delay, the Company will execute and deliver to the Trustee or such
authenticating agent Notes in certificated form and thereupon any or all
temporary Notes may be surrendered in exchange therefor, at each office or
agency maintained by the Company pursuant to Section 4.02 and the Trustee or
such authenticating agent shall authenticate and make available for delivery in
exchange for such temporary Notes an equal aggregate principal amount of Notes
in certificated form. Such exchange shall be made by the Company at its own
expense and without any charge therefor. Until so exchanged, the temporary Notes
shall in all respects be entitled to the same benefits and subject to the same
limitations under this Indenture as Notes in certificated form authenticated and
delivered hereunder.
  SECTION
2.12                                           Cancellation . The
Company at any time may deliver Notes to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment or cancellation and dispose of such canceled Notes
in accordance with its customary procedures or deliver
canceled Notes to the Company upon its request therefor. The Company may not
issue new Notes to replace Notes it has paid or delivered to the Trustee for
cancellation. The Trustee shall not authenticate Notes in place of canceled
Notes other than pursuant to the terms of this Indenture.
  SECTION
2.13                                           CUSIP, Common Code and ISIN
Numbers . The
Company in issuing the Notes may use “CUSIP”, “Common Code” and “ISIN” numbers
(if then generally in use) and, if so, the Trustee shall use “CUSIP”, “Common
Code” and “ISIN” numbers in all notices issued to Noteholders as a convenience
to such Noteholders; provided, however, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice and that reliance
may be placed only on the other identification numbers printed on the
Notes.  The Company shall promptly notify the Trustee in writing of
any changes to the CUSIP, Common Code and ISIN numbers.
  SECTION
2.14                                           Additional
Notes . The
Company may, from time to time, subject to compliance with any other applicable
provisions of this Indenture, without the consent of the Noteholders, create and
issue pursuant to this Indenture additional Notes (“Additional
Notes”) having terms and conditions set forth in Exhibit A identical
to those of the other outstanding Notes, except that Additional Notes
may:
  (1)           have
a different Issue Date from the Issue Date for other outstanding
Notes;
  (2)           have
a different issue price than other outstanding Notes; and
  25
 (3)           have
terms specified in the Additional Notes Board Resolutions for such Additional
Notes making appropriate adjustments to this Article 2 and Exhibit A (and
related definitions) applicable to such Additional Notes in order to conform to
and ensure compliance with the Securities Act (or other applicable securities
laws) and any registration rights or similar agreement applicable to such
Additional Notes, which are not adverse in any material respect to the Holder of
any outstanding Notes (other than such Additional Notes);
  provided, that no adjustment
pursuant to this Section 2.14 shall cause such Additional Notes to constitute,
as determined pursuant to an Opinion of Counsel, a different class of securities
than the Notes issued pursuant to the Purchase Agreement for U.S. federal income
tax purposes; and provided
further, that the Additional Notes have the same CUSIP number as other
outstanding Notes.  No Additional Notes may be issued if on the Issue
Date therefor any Event of Default has occurred and is continuing.
  The Notes
originally issued pursuant to the Purchase Agreement and any Additional Notes
shall be treated as a single class for all purposes under this Indenture,
including waivers, amendments, offers to purchase and United States federal tax
purposes.
  With
respect to any issuance of Additional Notes, the Company shall deliver to the
Trustee a resolution of the Board of Directors and an Officers’ Certificate in
respect of such Additional Notes, which shall together provide the following
information:
  (1)           the
aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;
  (2)           the
Issue Date, issue price, amount of interest accrued and payable on the first
Interest Payment Date, first Interest Payment Date, CUSIP number and
corresponding ISIN of such Additional Notes; and
  (3)           such
matters as shall be applicable to such Additional Notes as described in clauses
(3) and (3) of the preceding paragraph.
  SECTION
2.15                                           Defaulted
Interest . Any
interest on any Note which is payable, but is not paid when the same becomes due
and payable and such nonpayment continues for a period of thirty (30) calendar
days, shall forthwith cease to be payable to the Holder on the Regular Record
Date, and such defaulted interest and interest (to the extent lawful) on such
defaulted interest at the annual rate borne by the Notes plus, to the extent
lawful, one percent (such defaulted interest and interest thereon herein
collectively called “Defaulted
Interest”) shall be paid by the Company at its election, in each case, as
provided in clause (a) or (b) below:
 26
 (a)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Notes (or their respective predecessor Notes) are registered at
5:00 p.m., New York City time, on a Special Record Date (as defined below) for
the payment of such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Note and the date (not less
than thirty (30) calendar days after such notice) of the proposed payment (the
“Special
Interest Payment Date”), and at the same time the Company shall deposit
with the Trustee 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 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 clause
provided.  Thereupon the Trustee shall fix a record date (the “Special Record
Date”) for the payment of such Defaulted Interest which shall be not more
than fifteen (15) calendar days and not less than ten (10) calendar days prior
to the Special Interest Payment Date and not less than ten (10) calendar days
after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly notify the Company of such
Special Record Date, and in the name and at the expense of the Company, shall
promptly cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date and Special Interest Payment Date therefor to be given to
each Noteholder, not less than ten (10) calendar days prior to such Special
Record Date.  Notice of the proposed payment of such Defaulted
Interest and the Special Record Date and Special Interest Payment Date therefor
having been so given, such Defaulted Interest shall be paid on the Special
Interest Payment Date to the Persons in whose names the Notes (or their
respective predecessor Notes)
are registered at 5:00 p.m., New York City time, on such Special Record Date and
shall no longer be payable pursuant to the following clause (b).
  (b)           The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by
the Trustee.
  (c)           Subject
to the foregoing provisions of this Section 2.15, each Note delivered under this
Indenture upon registration of, transfer of or in exchange for or in lieu of any
other Note shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Note.
   ARTICLE
3
 REPURCHASE
OF NOTES
  SECTION
3.01                                           Repurchase at Option of
Holders Upon a Fundamental Change . (a) If
there shall occur a Fundamental Change at any time prior to maturity of the
Notes, then each Noteholder shall have the right, at such Holder’s option, to
require the Company to repurchase all of such Holder’s Notes, or any portion
thereof that is a multiple of $1,000 principal amount, on a date (the “Fundamental
Change Repurchase Date”) specified by the Company, that is not less than
20 Business Days nor more than 35 Business Days after the date of the Company
Repurchase Notice related to such Fundamental Change at a cash repurchase price
equal to 100% of the principal amount of the Notes being repurchased, plus
accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase
Date, subject to the satisfaction by the Holder of the requirements set forth in
Section 3.01(c); provided that if such
Fundamental Change Repurchase Date falls after a Regular Record Date and on or
prior to the corresponding Interest Payment Date, then the interest payable on
such Interest Payment Date shall be paid on such Interest Payment Date to the
Holders of record of the Notes on the applicable Regular Record Date instead of
the Holders surrendering the Notes for repurchase on such date.
  27
 (b)           On
or before the fifth calendar day after the occurrence of a Fundamental Change,
the Company shall mail or deliver or cause to be mailed or delivered to all
Holders of record of the Notes on the date of the Fundamental Change at their
addresses shown in the Register (and to beneficial owners of the Notes as
required by applicable law) a Company Repurchase Notice as set forth in Section
3.02 with respect to such Fundamental Change. The Company shall also deliver a
copy of the Company Repurchase Notice to the Trustee and the Paying Agent at
such time as it is mailed to Holders of Notes.  Simultaneously with
providing such notice, the Company shall also publicly announce such information
and make the information available on the Company Website.
  No
failure of the Company to give the foregoing notices and no defect therein shall
limit the repurchase rights of Holders of Notes or affect the validity of the
proceedings for the repurchase of the Notes pursuant to this Section
3.01.
  (c)           For
Notes to be repurchased at the option of the Holder, the Holder must deliver to
the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the
Business Day immediately preceding the Fundamental Change Repurchase Date, (i) a
written notice of repurchase (the “Repurchase
Notice”) in the form set forth on the reverse of the Notes duly completed
(if the Notes are certificated) or stating the following (if the Notes are
represented by a Global Note): (A) the certificate number of the Notes which the
Holder will deliver to be repurchased or compliance with the appropriate
Depositary procedures, (B) the portion of the principal amount of the Notes
which the Holder will deliver to be repurchased, which portion must be in
principal amounts of $1,000 or an integral multiple of $1,000 and (C) that such
Notes shall be repurchased by the Company pursuant to the terms and conditions
specified in the Notes and in this Indenture, together with (ii) such Notes duly
endorsed for transfer (if the Notes are certificated) or book-entry transfer of
such Notes (if such Notes are represented by a Global Note).  The
delivery of such Notes to the Paying Agent (together with all necessary
endorsements) at the office of the Paying Agent shall be a condition to the
receipt by the Holder of the repurchase price therefor; provided, however, that such repurchase
price shall be so paid pursuant to this Section 3.01 only if the Notes so
delivered to the Paying Agent shall conform in all respects to the description
thereof in the Repurchase Notice.  All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Notes for
repurchase shall be determined by the Company, whose determination shall be
final and binding absent manifest error.
  (d)           The
Company shall repurchase from the Holder thereof, pursuant to this Section 3.01,
a portion of a Note, if the principal amount of such portion is $1,000 or a
whole multiple of $1,000. Provisions of this Indenture that apply to the
repurchase of all of a Note also apply to the repurchase of such portion of such
Note.
  (e)           The
Paying Agent shall promptly notify the Company of the receipt by it of any
Repurchase Notice or written notice of withdrawal thereof.
  Any
repurchase by the Company contemplated pursuant to the provisions of this
Section 3.01 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Fundamental Change
Repurchase Date and the time of the book-entry transfer or delivery of the
Notes.
  28
 SECTION
3.02                                           Company Repurchase
Notice. In
connection with any repurchase of Notes pursuant to Section 3.01, the notice
contemplated by such provision (the “Company
Repurchase Notice”) shall:
  (1)           state
the repurchase price and the Fundamental Change Repurchase Date to which the
Company Repurchase Notice relates;
  (2)           state
the event constituting the Fundamental Change and the date of the Fundamental
Change;
  (3)           state
that the repurchase price will be paid in cash;
 
 (4)           state
that Holders must exercise their right to elect repurchase prior to 5:00 p.m.,
New York City time, on the Business Day immediately preceding the Fundamental
Change Repurchase Date;
  (5)           include
a form of Repurchase Notice;
  (6)           state
the name and address of the Paying Agent;
  (7)           state
that Notes must be surrendered to the Paying Agent to collect the repurchase
price;
  (8)           state
that a Holder may withdraw its Repurchase Notice in whole or in part at any time
prior to 5:00 p.m., New York City time, on the Business Day immediately
preceding the Fundamental Change Repurchase Date by delivering a valid written
notice of withdrawal in accordance with Section 3.03;
  (9)           state
that the Notes are then convertible, the then applicable Conversion Rate, and
any adjustments to the applicable Conversion Rate resulting from the Fundamental
Change transaction and expected changes in the cash, shares or other property
deliverable upon conversion of the Notes as a result of the occurrence of the
Fundamental Change;
  (10)           state
that Notes as to which a Repurchase Notice has been given may be converted only
if the Repurchase Notice is withdrawn in accordance with the terms of this
Indenture;
  (11)           state
the amount of interest accrued and unpaid per $1,000 principal amount of Notes
to, but excluding, the Fundamental Change Repurchase Date; and
  (12)           state
the CUSIP number of the Notes.
  A Company
Repurchase Notice may be given by the Company or, at the Company’s request, the
Trustee shall give such Company Repurchase Notice in the Company’s name and at
the Company’s expense; provided, that the text of
the Company Repurchase Notice shall be prepared by the Company.
  29
 The
Company will, to the extent applicable, comply with the provisions of Rule 13e-4
and Rule 14e-1 (or any successor provision) and any other tender offer rules
under the Exchange Act that may be applicable at the time of the repurchase of
the Notes, file the related Schedule TO (or any successor schedule, form or
report) under the Exchange Act and comply with all other federal and state
securities laws in connection with the repurchase of the Notes.
  SECTION
3.03                                           Effect of Repurchase Notice;
Withdrawal . Upon
receipt by the Paying Agent of the Repurchase Notice specified in Section 3.01,
the Holder of the Notes in respect of which such Repurchase Notice was given
shall (unless such Repurchase Notice is validly withdrawn in accordance with the
following paragraph) thereafter be entitled to receive solely the repurchase
price with respect to such Notes. Such repurchase price shall be paid to such
Holder, subject to receipt of funds and/or the Notes by the Paying Agent,
promptly following the later of (x) the Fundamental Change Repurchase Date with
respect to such Notes (provided
the Holder has satisfied the conditions in Section 3.01) and (y) the time of
book-entry transfer or delivery of such Notes to the Paying Agent by the Holder
thereof in the manner required by Section 3.01.  The Notes in respect
of which a Repurchase Notice has been given by the Holder thereof may not be
converted pursuant to Article 10 hereof on or after the date of the delivery of
such Repurchase Notice unless such Repurchase Notice has first been validly
withdrawn.
  A
Repurchase Notice may be withdrawn in whole or in part by means of a written
notice of withdrawal delivered to the office of the Paying Agent in accordance
with the Repurchase Notice at any time prior to 5:00 p.m., New York City time,
on the Business Day immediately preceding the Fundamental Change Repurchase Date
specifying:
  (a)           the
certificate number, if any, of the Note in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information, in
accordance with appropriate Depositary procedures, if the Note in respect of
which such notice of withdrawal is being submitted is represented by a Global
Note,
  (b)           the
principal amount of the Notes with respect to which such notice of withdrawal is
being submitted, and
  (c)           the
principal amount, if any, of such Notes which remains subject to the original
Repurchase Notice and which has been or will be delivered for repurchase by the
Company.
  If a
Repurchase Notice is properly withdrawn, the Company shall not be obligated to
repurchase the Notes listed in such Repurchase Notice.
  SECTION
3.04                                           Deposit of Repurchase
Price . By 3
p.m., London time, on the Business Day prior to the Fundamental Change
Repurchase Date, the Company shall deposit with the Paying Agent or, if the
Company or a Wholly Owned Subsidiary of the Company is acting as the Paying
Agent, shall segregate and hold in trust as provided in Section 2.06, an amount
of cash (in immediately available funds if deposited on the Fundamental Change
Repurchase Date), sufficient to pay the aggregate repurchase price of all the
Notes or portions thereof that are to be repurchased as of the Fundamental
Change Repurchase Date.
  30
 If on the
Fundamental Change Repurchase Date the Paying Agent holds cash sufficient to pay
the repurchase price of the Notes that Holders have elected to require the
Company to repurchase in accordance with Section 3.01, then, as of the
Fundamental Change Repurchase Date, such Notes will cease to be outstanding,
interest will cease to accrue and all other rights of the Holders of such Notes
will terminate, other than the right to receive the repurchase price and accrued
and unpaid interest upon delivery or book-entry transfer of the
Notes.  This will be the case whether or not book-entry transfer of
the Notes has been made or the Notes have been delivered to the Paying
Agent.
  SECTION
3.05                                           Notes Repurchased in
Part .  Upon
presentation of any Notes repurchased only in part, the Company shall execute
and the Trustee shall authenticate and make available for delivery to the Holder
thereof, at the expense of the
Company, a new Note or Notes, of any authorized denomination, in aggregate
principal amount equal to the unrepurchased portion of the Notes
presented.
   ARTICLE
4
 COVENANTS
  SECTION
4.01                                           Payment of
Notes . The
Company shall pay the principal of and interest on the Notes on the dates and in
the manner provided in the Notes and in this Indenture. Principal and interest
shall be considered paid on the date due if on such date the Trustee or the
Paying Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Noteholders on that date
pursuant to the terms of this Indenture.
  To the
extent lawful, payments of principal or interest on the Notes that are not made
when due will accrue interest at the annual rate of 1% above the then applicable
interest rate from the most recent Interest Payment Date to which interest has
been paid.  The Company shall pay interest on overdue principal at the
rate specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.
  SECTION
4.02                                           Maintenance of Office or
Agency .  The
Company will maintain an office or agency in the Borough of Manhattan, The City
of New York, where the Notes may be surrendered for registration of transfer or
exchange or for presentation for payment or for conversion or repurchase and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served.  As of the date of this Indenture, such
office is located at the office of the Trustee located at 101 Barclay Street,
Floor 8-W, New York, NY  10286 and, at any other time, at such other
address as the Trustee may designate from time to time by notice to the
Company.  The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency not
designated or appointed by the Trustee.  If at any time the Company
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 Corporate Trust
Office.
  The
Company may also from time to time designate co-registrars and one or more
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such
designations.  The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.
  31
 So long
as the Trustee is the Registrar, the Trustee agrees to mail, or cause to be
mailed, the notices set forth in Section 7.08.  If co-registrars have
been appointed in accordance with this Section, the Trustee shall mail such
notices only to the Company and the Holders of Notes it can identify from its
records.
  SECTION
4.03                                144A
Information .  The
Company covenants and agrees that it shall, during any period in which it is not
subject to Section 13 or 15(d) under the Exchange Act, make available to any
Holder or beneficial owner of Notes or holder or beneficial owner of any Class A
Common Stock (collectively, for purposes of this Section 4.03, “holder”) issued
upon conversion thereof which continue to be Restricted Securities and any
prospective purchaser of Notes or such Class A Common Stock designated by such
holder, the information, if any, required pursuant to Rule 144A(d)(4) under the
Securities Act upon the request of any holder of the Notes or such Class A
Common Stock, until such time as such securities are no longer “restricted
securities” within the meaning of Rule 144 under the Securities Act, assuming
such securities have not been owned by an Affiliate of the Company.
  SECTION
4.04                                           Existence .  Except
in compliance with Article V, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence and rights
(charter and statutory); provided that the Company
shall not be required to preserve any such right if the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company.
  SECTION
4.05                                           Compliance
Certificate . The
Company shall deliver to the Trustee within 120 calendar days after the end of
each Fiscal Year of the Company an Officers’ Certificate stating whether or not,
to the knowledge of such officer, any Default occurred during such period and if
so, describing each Default, its status and the action the Company is taking or
proposes to take with respect thereto.
  SECTION
4.06                                           Additional Interest
Notice .  In
the event that the Company is required to pay any Additional Interest or any
Reporting Additional Interest, as applicable, to Holders of Notes, the Company
will provide written notice to the Trustee of its obligation to pay Additional
Interest or Reporting Additional Interest, as the case may be, no later than two
calendar days prior to the relevant Interest Payment Date for Additional
Interest or Reporting Additional Interest, as the case may be, and such notice
shall set forth the amount of Additional Interest or Reporting Additional
Interest, as the case may be, to be paid by the Company on such Interest Payment
Date. The Trustee shall not at any time be under any duty or responsibility to
any Noteholder to determine the Additional Interest or Reporting Additional
Interest, as the case may be, or with respect to the nature, extent or
calculation of the amount of Additional Interest or Reporting Additional
Interest, as the case may be, when made, or with respect to the method employed
in such calculation of the Additional Interest or Reporting Additional Interest,
as the case may be.
  SECTION
4.07                                           Reporting
Obligation .  (a)
The Company shall deliver to the Trustee, within 15 calendar days after the
Company would have been required to file with the SEC, copies of its annual
reports and of information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules
and regulations prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act.  The Company
shall also comply with the other provisions of Section 314(a) of the
TIA.
  32
 (b)           Delivery
of reports, information and other documents under this Section 4.07 to the
Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).
  SECTION
4.08                                           Covenant to Obtain Prior
Shareholder Approval .  The
Company covenants not to enter into any transaction, or take any other action,
that will require an adjustment to the Conversion Rate that would exceed the
number of shares of Class A Common Stock that would require shareholder approval
under the continued listing standards of the Nasdaq Stock Market without having
obtained prior shareholder approval.
  SECTION
4.09                                           Impairment of Security
Interest .  The
Company 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 Company will not, and
will not permit any Restricted Subsidiary 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 Agreements or under
Section 4.10.
  SECTION
4.10                                           Limitation on
Liens .  The
Company will not, and will not permit any Restricted Subsidiary 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), whether owned on the date of the Indenture or acquired after that
date, which Lien is securing any Indebtedness of the Company or any Restricted
Subsidiary unless contemporaneously with the incurrence of the Liens effective
provision is made to secure the Indebtedness due under the Indenture and the
Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets,
any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with
(or prior to in the case of Liens with respect to Subordinated Obligations or
Guarantor Subordinated Obligations, as the case may be) the Indebtedness secured
by such Lien for so long as such Indebtedness is so secured.
  SECTION
4.11                                           Additional
Amounts .  All
payments made by 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 taxes, duties, levies, imposts,
assessments or other governmental charges of whatever nature (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 Subsidiary Guarantee, the Payor will pay such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by each
holder of Notes (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:
  33
 (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 13.02 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, 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
  34
 (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.
  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 copies to each holder. 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. Copies of such
documentation will be available for inspection during ordinary business hours at
the office of the Trustee by the holders of the Notes upon request.
  The
foregoing obligations of this Section 4.11 will survive any termination 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 or interest, if any, the repurchase price in connection
with a Fundamental Change, the Conversion Settlement Amount or any other amount
payable under or with respect to any Note and the Subsidiary Guarantees, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.
  SECTION
4.12                                           Restrictions regarding Share
Pledges. CME
BV shall not, and neither the Company nor CME NV shall permit CME BV to, acquire
or invest in real estate in the Netherlands if as a result of such acquisition
more than 70% of the assets of CME BV, on a consolidated basis, consist of real
property in the Netherlands such that the shares of the Capital Stock of CME BV
are qualified as Dutch real property for purposes of Article 4 of the Dutch
Legal Transaction Taxes Act (Wet op belastingen van
rechtsverkeer), as amended or replaced from time to time.
  35
 
 Article
5
 SUCCESSOR
COMPANY
  SECTION
5.01                                           When Company May
Consolidate, Amalgamate, Merge or Transfer Assets . The
Company shall not, in a single transaction or a series of related transactions,
consolidate with, amalgamate with or merge with or into any other Person, or
sell, lease, transfer, convey or otherwise dispose of all or substantially all
of its property and assets to another Person, unless:
  (a)           either
(i) the Company is the continuing corporation or (ii) the resulting, surviving
or transferee Person (if other than the Company) is a corporation or limited
liability company organized and existing under the laws of Bermuda, the United
Kingdom, the Netherlands, the Netherlands Antilles, the Cayman Islands, the
Czech Republic, the Republic of Cyprus or the United States, any state thereof
or the District of Columbia and such Person assumes, by a supplemental
indenture, all of the Company’s obligations under the Notes and this Indenture,
and, to the extent then operative, by a supplemental agreement, all of the
Company’s obligations under each Registration Rights Agreement, in each case in
a form reasonably satisfactory to the Trustee;
  (b)           immediately
after giving effect to the transaction described above, no Default or Event of
Default has occurred and is continuing;
  (c)           if
as a result of such transaction the Notes become convertible into common stock
or other securities issued by any Person other than the Company or the
resulting, surviving or transferee Person, such other Person fully and
unconditionally guarantees all obligations of the Company or the resulting,
surviving or transferee Person (if other than the Company), as applicable, under
the Notes and this Indenture and, to the extent then operative, each
Registration Rights Agreement; and
  (d)           the
Company has delivered to the Trustee the Officers’ Certificate and Opinion of
Counsel pursuant to Section 5.03.
  SECTION
5.02                                           Successor to be
Substituted . In case
of any such consolidation, amalgamation, merger, sale, lease, transfer,
conveyance or other disposition in which the Company is not the continuing
corporation and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and reasonably satisfactory in
form and substance to the Trustee, of the due and punctual payment of the
principal of and interest on all of the Notes, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed or satisfied by the Company, and, to the extent then
operative, by supplemental agreement, executed and delivered to the Trustee and
reasonably satisfactory in form and substance to the Trustee, of all of the
obligations of the Company under each Registration Rights Agreement, such
successor Person shall succeed to, and be substituted for, the Company, and may
exercise every right and power of the Company with the same effect as if it had
been named herein as the party of this first part, and the Company shall be
discharged from its obligations under the
Notes, this Indenture and each Registration Rights Agreement.  Such
successor Person thereupon may cause to be signed, and may issue either in its
own name or in the name of Central European Media Enterprises Ltd. any or all of
the Notes, issuable hereunder that theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver, or cause to be authenticated and delivered, any Notes that
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Notes that such successor Person
thereafter shall cause to be signed and delivered to the Trustee for that
purpose.  All the Notes so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Notes theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Notes had been issued at the date of the execution hereof. In the event
of any such consolidation, merger, sale, lease, transfer, conveyance or other
disposition, upon compliance with this Article 5 the Person named as the
“Company” in the first paragraph of this Indenture or any successor that shall
thereafter have become such in the manner prescribed in this Article 5 may be
dissolved, wound up and liquidated at any time thereafter and such Person shall
be discharged from its liabilities as obligor and maker of the Notes and from
its obligations under this Indenture.
  36
 SECTION
5.03                                           Opinion of Counsel to be
Given Trustee . Prior
to execution of any supplemental indenture pursuant to this Article 5, the
Trustee shall be provided with an Officers’ Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale, lease,
transfer, conveyance or other disposition and any such assumption complies with
the provisions of this Article 5.
  SECTION
5.04                                           When Subsidiary Guarantor
May Merge or Transfer Assets .
  (a)           In
addition, so long as any of the Existing Debt Agreements remain in effect, the
Company will not permit any Subsidiary Guarantor to consolidate with, amalgamate
with or merge with or into any Person (other than another Subsidiary Guarantor),
or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or a series of related
transactions to, another Person (other than another Subsidiary Guarantor)
whether or not affiliated with such Subsidiary Guarantor unless:
  (1) (a)
the resulting, surviving or transferee Person will be a corporation or a limited
liability company organized and existing under the laws of Bermuda, any member
state of the European Union that was a member of the European Union as of the
Closing Date, or the United States, 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 Company 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
  37
 (2)           the
transaction is made in compliance with the Existing Debt
Agreements.
  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, and interest on the Notes in the event of a default as described
above.
  ARTICLE
6
 DEFAULTS
AND REMEDIES
  SECTION
6.01                                           Events of
Default . An
“Event of
Default” occurs if there is:
  (1)           a
default in any payment of interest on any Note when the same becomes due and
payable and such default continues for 30 calendar days;
  (2)           a
default in the payment of the principal of any Note when the same becomes due
and payable at its Stated Maturity, upon declaration or otherwise or upon
required repurchase in connection with a Fundamental Change;
  (3)           a
failure to deliver shares of Class A Common Stock or the Conversion Settlement
Amount as required pursuant to Article 10 in satisfaction of the Company’s
Conversion Obligation upon the conversion of any Notes and such failure
continues for five Business Days following the scheduled settlement date for
such conversion;
  (4)           a
failure to provide notice of the anticipated effective date or actual effective
date of a Fundamental Change on a timely basis as required by Section 3.01 or
10.01 hereof and such failure continues for five calendar days;
  (5)           a
failure to perform or observe any other term, covenant or agreement in the Notes
or this Indenture (other than those referred to in (1), (2), (3), or (4) above)
and such failure continues for 60 calendar days after the notice specified
below;
  (6)           a
failure by the Company or a Subsidiary Guarantor to comply with the provisions
described in Section 5.01 and Section 5.04, respectively.
  (7)           a
default under any charge, mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Significant Subsidiaries (or the payment
of which is Guaranteed by the Company or any of its Significant Subsidiaries),
other than Indebtedness owed to the Company or a Restricted Subsidiary, whether
such Indebtedness or Guarantee now exists, or is created after the date of this
Indenture, which default:
  38
 (a)
              is
      caused by a failure to pay principal of, or interest 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;
  (8)           a
court having jurisdiction in the premises enters a decree or order for
(i) relief in respect of the Company or any Significant Subsidiary in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect and such decree or order shall remain unstayed
and in effect for a period of 60 consecutive days, (ii) appointment of
a receiver, liquidator, assignee, custodian, trustee, examiner,
administrator, sequestration or similar official for the Company or any of its
Significant Subsidiaries or for all or substantially all of the property and
assets of the Company 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 Company or any of its Significant Subsidiaries and, in each case,
such decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or (B) the Company or any of its Significant
Subsidiaries (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 Company, any
of its Significant Subsidiaries or for all or substantially all of the property
and assets of the Company, any of its Significant Subsidiaries or
(iii) effects any general assignment for the benefit
of creditors;
  (9)           a
failure by the Company 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;
  (10)           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 Company or a Subsidiary Guarantor, shall deny or disaffirm its
obligations under this Indenture or the Subsidiary Guarantee;
  (11)           any
security interest under the Security Agreements shall, at any time, cease to be
in full force and effect (other than in accordance with the relevant Security
Agreements or this Indenture) for any reason other than satisfaction in full of
all obligations of the Company under this Indenture or the release of any such
security interest in accordance with the Security Agreements or this Indenture
or any such security interest created thereunder shall be declared invalid or
unenforceable or CME shall assent that any such security is invalid or
unenforceable or any pledgor disaffirms its obligations under the Security
Agreements; or
  39
 (12)           a
default under any other Indebtedness that is secured by the Collateral if such
default results in the creditors under such Indebtedness commencing an
enforcement action of their security rights over the Collateral.
  The
foregoing shall constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body.
  However,
a Default under clause (5) of this Section 6.01 will not constitute an Event of
Default until the Trustee or the holders of 25% in principal amount of the
outstanding Notes notify the Company of the default and such default is not
cured within the time specified by clause (5) of this Section 6.01 after receipt
of such notice.  Such notice must specify the Default, demand that it
be remedied and state that such notice is a “Notice of
Default”.
  SECTION
6.02                                           Acceleration .  If
an Event of Default (other than an Event of Default described in clause (8)
of Section 6.01) occurs and is continuing, the Trustee by notice to the Company,
or the Holders of at least 25% in principal amount of the outstanding Notes by
notice to the Company and the Trustee, may, and the Trustee at the request of
such holders of the Notes shall, declare the principal of, and accrued and
unpaid interest, if any, on all the Notes to be due and payable.  Upon
such a declaration, such principal 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 (7) of Section 6.01 has occurred and is continuing, the declaration
of acceleration of the Notes shall be automatically annulled if the payment
default or cross acceleration triggering such Event of Default pursuant to
clause (7) of Section 6.01 shall be remedied or cured by the Company or a
Restricted Subsidiary of the Company 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 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 (8) of Section 6.01 occurs and is continuing,
the principal of 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
6.03                                           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
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.
  40
 SECTION
6.04                                           Waiver of Past
Defaults .  Subject
to Sections 6.07 and 9.02, at any time after a declaration of acceleration with
respect to the Notes as described in Section 6.02, the Holders of at least a
majority in principal amount of the outstanding Notes by written notice to the
Company and the Trustee, may waive all past defaults (except with respect to
nonpayment of principal or interest and rescind any such declaration of
acceleration with respect to the Notes and its consequences if (i) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (ii) all existing Events of Default, other than the
nonpayment of the principal of or interest, 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 or principal 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 Company 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. Subject to
Section 6.02, the Holders of a majority in aggregate principal amount of the
Notes then outstanding, on behalf of the Noteholders, by notice to the Trustee
may waive any past Default or Event of Default and its consequences (including
votes for or consents to such a waiver obtained in connection with a purchase of
or tender offer or exchange offer for, Notes) except:
  (i)
              a
      Default in the payment of the principal of or interest on a
      Note;
  (ii)
              a
      Default arising from the failure of the Company to deliver (i) shares
      of Class A Common Stock or (ii) cash and, if applicable,
      Class A Common Stock upon the conversion of any Notes pursuant to the
      terms of this Indenture;
  (iii)
              a
      Default arising from the failure to repurchase any Note when required
      pursuant to the terms of this Indenture;
or
  (iv)
              a
      Default in respect of a provision that under Section 9.02 cannot be
      amended without the consent of each Noteholder
  affected.
  When a
Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.
  SECTION
6.05                                           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 7.01, 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
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.
  41
 SECTION
6.06                                           Limitation on
Suits . 
Subject to Section 6.07 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, or interest when due or to convert such Notes in
accordance with Article 10, no Holder of the Notes may pursue any remedy with
respect to this Indenture or the Notes unless:
  (a)           such
Holder has previously given the Trustee notice that an Event of Default is
continuing;
  (b)           Holders
of at least 25% in principal amount of the outstanding Notes have requested the
Trustee to pursue the remedy;
  (c)           such
Holders have offered to the Trustee security or indemnity satisfactory to it
against any loss, liability or expense;
  (d)           the
Trustee has not complied with such request within 60 calendar days after
the receipt of the request and the offer of security or indemnity;
and
  (e)           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
6.07                                           Rights of Noteholders to
Receive Payment .  Notwithstanding
any other provision of this Indenture, the right of any Holder of the Notes to
receive payment of principal of and interest on a Note, on or after the
respective due dates expressed in such Note, or to convert such Notes in
accordance with Article 10, 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
6.08                                           Collection Suit by
Trustee .  If
an Event of Default in payment of principal and interest, if any, specified in
clause (1) or clause (2) of Section 6.01 occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company, 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
7.07.
  SECTION
6.09                                           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 7.07, its agents, appointees and
counsel, accountants and experts) and the holders of the Notes allowed in any
judicial proceedings relating to the Company 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 7.07. 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 7.07 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.
  42
 SECTION
6.10                                           Priorities . If the
Trustee collects any money or property pursuant to this Article 6, 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 7.07, 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 and
interest or pursuant to the Company’s Conversion Obligation ratably, without preference
or priority of any kind, according to the amounts due and payable on the Notes
for principal and interest respectively; and
  Third: to the Company
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 Company, may fix a record date and payment
date for any payment to holders of the Notes pursuant to this Section 6.10;
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
6.10.
  SECTION
6.11                                           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 6.11 does not apply to a suit by the Trustee, a suit by a holder of the
Notes pursuant to Section 6.07, or a suit by a Holder or Holders of more than
10% in principal amount of the outstanding Notes.
  43
 SECTION
6.12                                           Waiver of Stay, Extension or
Usury Laws . 
The Company shall not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company
hereby expressly waives all benefit or advantage of any such law, and shall not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law had been enacted.
  SECTION
6.13                                           Sole Remedy for Failure to
Report. Notwithstanding any other provision of this Indenture, the sole remedy for an
Event of Default relating to the failure of the Company to comply with its
agreements under Section 4.07(a) of this Indenture will for the 180 calendar
days after the occurrence of such an Event of Default consist exclusively of the
right to receive additional interest (“Reporting
Additional Interest”) on the principal amount of the Notes at a rate
equal to 0.50% per annum. This Reporting Additional Interest will be payable in
the same manner and on the same Interest Payment Dates and subject to the same
terms as other interest payable under this Indenture. Reporting Additional
Interest will accrue on all outstanding Notes from and including the date on
which such Event of Default relating to a failure to comply with Section 4.07(a)
first occurs to but not including the 180th calendar day thereafter (or such
earlier date on which the Event of Default relating to a failure to comply with
Section 4.07(a) shall have been cured or waived). On such 180th calendar day (or
such earlier date on which the Event of Default relating to a failure to comply
with Section 4.07(a) shall have been cured or waived), such Reporting Additional
Interest will cease to accrue and on such 180th calendar day the Notes will be
subject to acceleration
and other remedies as provided in this Article 6 if the Event of Default is
continuing. For the avoidance of doubt, the provisions of this Section 6.13 will
not affect the rights of Holders of Notes in the event of the occurrence of any
other Event of Default and will have no effect on the rights of Holders of Notes
under each Registration Rights Agreement.  For the further avoidance
of doubt, the Reporting Additional Interest shall not begin accruing until the
Company fails to comply with Section 4.07(a) for a period of 60 calendar days
after written notice of such failure is given to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of outstanding Notes.
  SECTION
6.14                                           The Trustee May Enforce
Claims Without Possession of Securities. All rights of action and claims under this Indenture and under any Notes and
Subsidiary 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
6.15                                           The Rights and Remedies
Cumulative. Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.09, 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.
  44
 SECTION
6.16                                           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
6.16 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
6.17                                           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 Company, each Subsidiary Guarantor,
the Trustee and the Holders of the Notes shall be restored by the Company 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
6.18                                           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 calendar days after it occurs. Except in the case of a
Default in the payment of principal of, or interest, if any, on any Note, the
Trustee may withhold notice if and so long as the Trustee in good faith
determines that withholding notice is in the interests of Holders of the
Notes.
  The
Company shall deliver to the Trustee, as soon as practicable after the Company
becomes aware of a Default or should have reasonably become aware of a Default,
written notice in the form of an Officers’ Certificate of any Default, its
status and what action the Company is taking or proposes to take with respect
thereto.
  ARTICLE
7
 TRUSTEE
  SECTION
7.01                                           Duties of
Trustee . 
(a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise the rights and powers vested in it by this Indenture and use the same
degree of care and skill in its exercise as a prudent Person would exercise or
use under the circumstances in the conduct of such Person’s own
affairs.
  (b)           Except
during the continuance of an Event of Default:
  (1)           the
Trustee need only perform such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and
  45
 (2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. However, in the case of certificates or
opinions specifically required by any provision hereof to be furnished to it,
the Trustee shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).
  (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 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
6.05.
 
 (d)           In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the
circumstances.
  (e)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.
  (f)           Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.
  (g)           In
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.
  (h)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers, if it shall
have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.
  (i)           Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section and to the provisions of the TIA.
  SECTION
7.02                                           Rights of
Trustee . 
(a) The Trustee may conclusively rely on any document believed by it to be
genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document.
  46
 (b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on the Officers’
Certificate or Opinion of Counsel.
  (c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any 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 believes to be authorized or within its rights or
powers.
  (e)           The
Trustee may consult with counsel, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be full
and complete authorization
and protection from liability in respect to any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel.
  (f)           The
Trustee shall not 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, bond, debenture, note or other paper
or document, but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit at the expense of
the Company and shall incur no liability of any kind by reason of such inquiry
or investigation.
  (g)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Noteholders pursuant to the provisions of this Indenture, unless such
Noteholders shall have offered to the Trustee security or indemnity satisfactory
to it against the costs, expenses and liabilities which may be incurred therein
or thereby.
  (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 hereunder,
and to each agent, custodian and other Person employed to act
hereunder.
  (i)           The
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.
  (j)           The
permissive rights of the Trustee enumerated herein shall not be construed as
duties.
  SECTION
7.03                                           Individual Rights of
Trustee . 
The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or its Affiliates with
the same rights it would have if it were not Trustee. Any Conversion Agent,
Paying Agent, Registrar or co-paying agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.
  47
 SECTION
7.04                                           Trustee’s
Disclaimer . 
The Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Company’s use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Company in this Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Trustee’s certificate of authentication.
  SECTION
7.05                                           Notice
of Defaults .
 (a)The Trustee shall
not be deemed to have notice of any Default, other than a payment default,
unless a Trust Officer shall have been advised in writing that a Default has
occurred. No duty imposed upon the Trustee in this Indenture shall be applicable
with respect to any Default of which the Trustee is not deemed to have
notice.
  (b)           If
a Default occurs and is continuing and if it is known to the Trustee, the
Trustee shall mail to each Noteholder notice of the Default within 90 calendar
days after it is known to a Trust Officer or written notice of it is received by
the Trustee. Except in the case of a Default in payment of principal or interest
on any Note, the Trustee may withhold notice if and so long as a committee of
its Trust Officers in good faith determines that withholding notice is in the
interests of the Noteholders.
  SECTION
7.06                                           [Reserved]
  .
  SECTION
7.07                                           Compensation and
Indemnity .  The
Company shall pay to the Trustee and Agents from time to time such reasonable
compensation as the Company 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 Company shall reimburse the Trustee and Agents upon
request for all reasonable disbursements, expenses and advances (including
reasonable fees and expenses of counsel or appointees) incurred or made by them
in addition to the compensation for their services, except any such
disbursements, expenses and advances as may be attributable to the Trustee’s or
any Agent’s negligence, willful misconduct or bad faith.
  The
Company agrees to pay the reasonable fees and expenses of the Trustee’s legal
counsel, Latham & Watkins LLP, in connection with its review, preparation
and delivery of this Indenture and related documentation.
  The
Company 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 Company 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 Company shall not relieve the Company of its
obligations hereunder.  The Company need not reimburse or indemnify
against any loss liability or expense incurred by the Trustee through its own
willful misconduct or negligence.  The Company 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
Company 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 Company need not pay for any settlement made without its
written consent, which consent shall not be unreasonably withheld.
  48
 To secure
the Company’s payment obligations in this Section 7.07, 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 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 (8) of Section 6.01, 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
Company’s obligations under this Section 7.07 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 Company’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 7.07.
   SECTION
7.08                                           Replacement of
Trustee .  The
Trustee may resign at any time by so notifying the Company. The Holders of a
majority in aggregate principal amount of the Notes may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee. The Company may
remove the Trustee if:
  (a)           the
Trustee fails to comply with Section 7.10;
  (b)           the
Trustee is adjudged bankrupt or insolvent;
  (c)           a
receiver or other public officer takes charge of the Trustee or its property;
or
  49
 (d)           the
Trustee otherwise becomes incapable of acting.
  If the
Trustee resigns, is removed by the Company or by the Holders of a majority in
aggregate principal amount of the Notes and such Noteholders do not reasonably
promptly appoint a
successor Trustee, or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the retiring
Trustee), the Company shall promptly appoint a successor Trustee.
  A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Noteholders.  The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 7.07.
  If a
successor Trustee does not take office within 60 calendar days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in aggregate principal amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.
  If the
Trustee fails to comply with Section 7.10, any Noteholder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.
  Notwithstanding
the replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee.
  SECTION
7.09                                           Successor Trustee by
Merger . 
If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Trustee.
  In case
at the time such successor or successors by merger, conversion or consolidation
to the Trustee shall succeed to the trusts created by this Indenture any of the
Notes shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor trustee,
and deliver such Notes so authenticated; and in case at that time any of the
Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Trustee shall
have.
  SECTION
7.10                                           Eligibility;
Disqualification .
 The Trustee shall at all times satisfy the requirements of TIA
§ 310(a). The Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures
under which other securities or certificates of interest or participation in
other securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met.
  50
 
 SECTION
7.11                                Preferential Collection of
Claims Against Company . 
The Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent
indicated.
   ARTICLE
8
 DISCHARGE
OF INDENTURE
  SECTION
8.01                                           Discharge of Liability on
Notes. (a)When (i) the Company delivers to the Registrar all outstanding Notes (other
than Notes replaced pursuant to Section 2.09) for cancellation or (ii) all
outstanding Notes have become due and payable, whether at maturity or upon a
repurchase pursuant to Article 3 hereof, and the Company irrevocably deposits
with the Trustee money sufficient to pay at maturity or upon repurchase all
outstanding Notes, including interest thereon to maturity or such repurchase
date (other than Notes replaced pursuant to Section 2.09), and cash and any
shares of Class A Common Stock or other property due in respect of converted
Notes, and if in each such case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Section 8.01(b),
cease to be of further effect. The Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.
  (b)           Notwithstanding
clause (a) above, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08,
2.09, 2.10, 7.07, 7.08 and in this Article 8 shall survive until the Notes have
been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.03
and 8.04 shall survive.
  SECTION
8.02                                           Application of Trust
Money . 
The Trustee shall hold in trust money and any shares of Class A Common Stock or
other property due in respect of converted Notes deposited with it pursuant to
this Article 8.  It shall apply the deposited money through the Paying
Agent and in accordance with this Indenture to the payment of principal of and
interest on the Notes or, in the case of cash and any shares of Class A Common
Stock or other property due in respect of converted Notes, in accordance with
this Indenture in relation to the conversion of Notes pursuant to the terms
hereof.
  SECTION
8.03                                           Repayment to
Company . 
The Trustee and the Paying Agent shall promptly turn over to the Company upon
request any excess money or securities held by them at any time.
  Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall
pay to the Company upon written request any money held by them for the payment
of principal or interest and cash and any shares of Class A Common Stock or
other property due in respect of converted Notes that remains unclaimed for two
years, and, thereafter, Noteholders entitled to the money and/or securities must
look to the Company for payment as general creditors.
  51
 SECTION
8.04                                           Reinstatement .  If
the Trustee or Paying Agent is unable to apply any money or to deliver any
shares of Class A Common Stock or other property due in respect of converted
Notes in accordance with this Article 8 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 Company’s
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to this Article 8 until such time as
the Trustee or Paying Agent is permitted to apply all such money and any shares
of Class A Common Stock or other property due in respect of converted Notes in
accordance with this Article 8; provided, however, that, if the Company
has made any payment of interest on or principal of any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Noteholders of such Notes to receive such payment from the money held by
the Trustee or Paying Agent.
   ARTICLE
9
 AMENDMENTS
  SECTION
9.01                                           Without Consent of
Noteholders . The
Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or
the Notes without notice to or consent of any Noteholder:
  (a)           to
provide for amendments to the conversion rights of Holders of the Notes and the
Company’s repurchase obligations in connection with a Fundamental Change or in
the event of any change or reclassification of the Class A Common Stock,
consolidation, amalgamation, merger or sale, lease, transfer, conveyance or
other disposition of all or substantially all of the Company’s property and
assets;
  (b)           to
comply with Article 5;
  (c)           to
surrender any right or power herein conferred upon the Company;
  (d)           to
add to the covenants of the Company for the benefit of the Noteholders
(including adding one or more additional put rights in favor of the
Noteholders);
  (e)           to
cure any ambiguity or correct or supplement any inconsistent or otherwise
defective provision contained in this Indenture; provided that such
modification or amendment does not adversely affect the interests of the Holders
of the Notes in any material respect; provided, further, that any
amendment made solely to conform the provisions of this Indenture to the
Description of the Notes contained in the Company’s Offering Memorandum dated
March 4, 2008 will not be deemed to adversely affect the interests of the
Holders of the Notes;
  (f)           to
increase the Conversion Rate; provided that the increase
will not adversely affect the interests of the Holders of the
Notes;
  (g)           to
make any changes or modifications necessary in connection with the registrations
of the shares of Class A Common Stock issuable upon conversion of the Notes
under the Securities Act as contemplated in each Registration Rights Agreement;
provided that such
change or modification does not adversely affect the interests of the Holders of
the Notes in any material respect;
  52
 (h)           to
provide additional security under the Notes;
  (i)           to
add additional guarantees of obligations under the Notes;
  (j)           to
provide for uncertificated Notes in addition to or in place of certificated
Notes; provided, however, that the
uncertificated Notes are issued in registered form for purposes of Section
163(f) of the Code or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code; or
  (k)           to
provide for a successor Trustee.
  After an
amendment under this Section becomes effective, the Company shall mail to
Noteholders a notice briefly describing such amendment.  The failure
to give such notice to all Noteholders, or any defect therein, shall not impair
or affect the validity of an amendment under this Section.
  SECTION
9.02                                           With Consent of
Noteholders . The
Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or
the Notes with the written consent or affirmative vote of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or a tender offer or exchange offer for the Notes), without prior notice to
any other Noteholder.  However, without the written consent or the
affirmative vote of the Holder of each outstanding Note affected by such
amendment (including, without limitation, consents obtained in connection with
or purchase of, or tender offer or exchange offer for, the Notes), an amendment
may not:
  (a)           change
the Maturity Date of any Note or the date of any interest payment due upon any
Note;
  (b)           reduce
the rate of interest on any Note;
  (c)           reduce
the principal amount of, or any Additional Amounts, if any, on any
Note;
  (d)           reduce
the amount payable in relation to the repurchase of any Notes;
  (e)           change
the Company’s obligation to repurchase any Notes upon a Fundamental Change in a
manner adverse to the Holders;
  (f)           except
as otherwise permitted pursuant to this Indenture, affect the right of a Holder
to convert any Notes and receive the shares of Class A Common Stock or the
Conversion Settlement Amount in satisfaction of the Conversion Obligation or
reduce the Conversion Rate;
  (g)           release
any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee,
except in accordance with this Indenture;
  53
 (h)           directly
or indirectly release the Collateral except as permitted by the terms of this
Indenture and the Security Agreements;
  (i)           impair
the right of a Holder to receive payment with respect to the Notes or to
institute suit for payment of any Notes;
  (j)           change
the currency in which any Note is payable;
  (k)           change
the Company’s obligation to maintain an office or agency in New York City under
Section 4.02 hereof;
  (l)           reduce
the percentage in aggregate principal amount of the outstanding Notes required
for waiver of past Defaults or Events of Default pursuant to Section 6.02, or
otherwise modify Section 6.02, except to increase the percentage in aggregate
principal amount of the outstanding Notes required for waiver or to provide for
consent of each affected Noteholder; or
  (m)           make
any change to the second sentence of this Section 9.02.
  For the
avoidance of doubt, the only written consent or affirmative vote required to
approve any of the foregoing changes is the written consent or affirmative vote
of the Holder of each Note affected by such change; the written consent or
affirmative vote of the Holders of a majority in aggregate principal amount of
the outstanding Notes is not additionally required.
  It is not
necessary for the consent of the Holders of Notes under this Indenture to
approve the particular form of any proposed amendment, supplement or waiver, but
it is sufficient if such consent approves the substance thereof.
  After an
amendment under this Section becomes effective, the Company shall mail to
Noteholders a notice briefly describing such amendment.  The failure
to give such notice to all Noteholders, or any defect therein, shall not impair
or affect the validity of an amendment under this Section.
  SECTION
9.03                                           [
Reserved] .
  SECTION
9.04                                           Revocation and Effect of
Consents and Waivers .  A
consent to an amendment or a waiver by a Noteholder of a Note shall bind the
Noteholder and every subsequent Noteholder of that Note or portion of the Note
that evidences the same debt as the consenting Noteholder’s Note, even if
notation of the consent or waiver is not made on the Note.  However,
any such Noteholder or subsequent Noteholder may revoke the consent or waiver as
to such Noteholder’s Note or portion of the Note if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes
effective.  An amendment or waiver becomes effective in accordance
with its terms.
  54
 The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Noteholders entitled to give their consent or take any other
action described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Noteholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Noteholders
after such record date.  No such consent shall be valid or effective
for more than 120 calendar days after such record date.
  For
purposes of this Indenture, the consent of the Holder of a Global Note shall be
deemed to include any consent delivered by any member of, or participant in, any
Depositary or DTC, any nominees thereof and their respective successors and
assigns, or such other depositary institution hereinafter appointed by the
Company (“Depositary
Entity”) by electronic means in accordance with the Automated Tender
Offer Procedures system or other customary procedures of, and pursuant to
authorization by, such Depositary Entity.
  Without
limiting the generality of this Section 9.04, unless otherwise provided in or
pursuant to this Indenture, a Holder, including a Depositary or its nominee that
is a Holder of a Global Note, may give, make or take, by an agent or agents duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted in or pursuant to this
Indenture to be given, made or taken by Holders, and a Depositary or its nominee
that is a Holder of a Global Note may duly appoint in writing as its agent or
agents members of, or participants in, such Depositary holding interests in such
Global Note in the records of such Depositary, with regard to all or any part of
the principal amount of such Note.
  Nothing
in this paragraph shall be construed to prevent the Company or the Trustee from
fixing a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no further action by any Person be canceled and of
no effect).
  SECTION
9.05                                           Notation on or Exchange of
Notes . If an
amendment changes the terms of a Note, the Trustee may require the Noteholder of
the Note to deliver it to the Trustee.  The Trustee may place an
appropriate notation on the Note regarding the changed terms and return it to
the Noteholder.  Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed
terms.  Failure to make the appropriate notation or to issue a new
Note shall not affect the validity of such amendment.
  SECTION
9.06                                           Trustee to Sign
Amendments . The
Trustee shall sign any amendment authorized pursuant to this Article 9 if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may but need not sign
it.  In signing such amendment the Trustee shall be provided with, and
(subject to Section 7.01) shall be fully protected in relying upon, in addition
to the documents required by Section 13.04, an Officers’ Certificate and an
Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment
is the legal, valid and binding obligation of the Company enforceable against it
in accordance with its terms, subject to customary exceptions, and complies with
the provisions hereof.
  55
 ARTICLE
10
 CONVERSION
OF NOTES
  SECTION
10.01                                           Right to
Convert . 
(a) Subject to and upon compliance with the provisions of this Indenture, on or
prior to 5:00 p.m., New York City time, on the Scheduled Trading Day immediately
preceding the Maturity Date, the Holder of any Notes not previously repurchased
shall have the right, at such Holder’s option, to convert the principal amount
of the Notes held by such Holder, or any portion of such principal amount which
is an integral multiple of $1,000, based on an initial conversion rate of 9.5238
shares of the Company’s Class A Common Stock per $1,000 principal amount of
Notes as described in Section 10.12, at the Conversion Rate in effect at such
time, by surrender of the Notes so to be converted in whole or in part, together
with any required funds, under the circumstances described in this Section 10.01
and in the manner provided in Section 10.02 (the “Conversion
Obligation.”)  The Notes shall be convertible, on or prior to
5:00 p.m., New York City time, on the Scheduled Trading Day immediately
preceding the Maturity Date, only during the following periods:
  (1)           during
any Fiscal Quarter beginning after June 30, 2008 (and only during such Fiscal
Quarter), if the Closing Sale Price of a share of Class A Common Stock was more
than 130% of the then current Conversion Price for at least 20 Trading Days in
the 30 consecutive Trading-Day period ending on the last Trading Day of the
immediately preceding Fiscal Quarter;
  (2)           if
the Company distributes to all or substantially all holders of Class A Common
Stock rights or warrants (other than pursuant to a shareholder rights plan)
entitling them to purchase, for a period of 45 calendar days or less, Class A
Common Stock at a price less than the average Closing Sale Price per share of
the Class A Common Stock for the 10 consecutive Trading Days immediately
preceding the declaration date for such distribution, on any date during the
period specified in Section 10.01(b);
  (3)           if
the Company distributes to all or substantially all holders of Class A Common
Stock, cash or other assets, debt securities or rights to purchase the Company’s
securities (other than pursuant to a shareholder rights plan, or a dividend or
distribution on its Class A Common Stock in shares of Class A Common Stock),
which distribution has a per share value, as determined by the Board of
Directors, exceeding 10% of the Closing Sale Price per share of the Class A
Common Stock on the Trading Day immediately preceding the declaration for such
distribution, on any date during the period specified in Section
10.01(b);
  (4)           if
the Company consolidates with, amalgamates with or merges with or into another
Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially
all of its assets (other than a consolidation, amalgamation, merger, or sale,
lease, transfer, conveyance or other disposition, the primary purpose of which
is to effect a reincorporation or redomiciling of the Company) in each case in a
transaction that does not constitute a Fundamental Change, in each case pursuant
to which the Class A Common Stock would be converted into cash, securities
and/or other property, at any time beginning on the Business Day immediately
following the effective date of the transaction and until 5:00 p.m., New York
City time, on the 30th
Business Day thereafter;
  56
 (5)           if
a Fundamental Change occurs, at any time beginning on the Business Day following
the effective date of the Fundamental Change until 5:00 p.m., New York City
time, on the Business Day immediately preceding the Fundamental Change
Repurchase Date relating to such Fundamental Change;
  (6)           during
the five consecutive Business Day period immediately following any five
consecutive Trading-Day period in which the Trading Price per $1,000 principal
amount of the Notes on each Trading Day during such five consecutive Trading-Day
period was less than 98% of the product of (x) Closing Sale Price of a share of
Class A Common Stock on such Trading Day multiplied by (y) the Conversion Rate
then in effect; or
  (7)           on
any date that is on or after December 15, 2012.
  (b)           In
the case of a distribution contemplated by clauses (2) or (3) of Section
10.01(a), the Company shall notify Holders of Notes at least 35 Scheduled
Trading Days prior to the Ex-Dividend Date for such distribution (the “Distribution
Notice”).  The Distribution Notice shall state (i) if the Notes
have become or will become convertible at the time of or in connection with such
event, (ii) the date on which a record is to be taken for the purpose of such
dividend or distribution of Common Stock rights, warrants, cash or other assets,
debt securities or rights to purchase the Company’s securities, or, if a record
is not to be taken, the date as of which the holders of Class A Common Stock of
record to be entitled to such dividend, distribution or rights are to be
determined and (iii) the period during which Holders are permitted to exercise
such conversion rights.  Simultaneously with providing such
Distribution Notice, the Company shall issue a press release containing the
relevant information and make this information available on the Company
Website.  Once the Company has given the Distribution Notice, Holders
may surrender their Notes for conversion at any time until the earlier of (i)
5:00 p.m., New York City time, on the Business Day immediately preceding the
Ex-Dividend Date or (ii) the Company’s announcement that such distribution will
not take place. In the event of a distribution contemplated by clauses (2) or
(3) of Section 10.01(a), Holders may not convert the Notes if the Holders may
otherwise participate in such distribution without converting their
Notes.
  (c)           The
Trustee shall have no obligation to determine the Trading Price of the Notes and
whether the Notes are convertible pursuant to clause (6) of Section 10.01(a)
unless the Company has requested such determination; and the Company shall have
no obligation to make such request unless a Holder of the Notes makes a request
for a determination and provides the Company with reasonable evidence that the
Trading Price per $1,000 principal amount of Notes is less than 98% of the
product of the Closing Sale Price of the Class A Common Stock and the Conversion
Rate then in effect. At such time, the Company shall instruct the Trustee to determine
the Trading Price of the Notes beginning on the next Trading Day and on each
successive Trading Day until the Trading Price for the Notes for a Trading Day
is greater than or equal to 98% of the product of the Closing Sale Price of the
Class A Common Stock and the then current Conversion Rate, and to notify the
Company accordingly.  The Trustee’s sole duty in respect of such
determination shall consist of requesting and receiving, and, if applicable,
averaging the quotations provided by the independent nationally recognized
securities dealers referred to in the definition of “Trading
Price.”
  57
 The
Trustee shall be entitled at its sole discretion to consult with the Company and
to request the assistance of the Company in connection with the Trustee’s duties
and obligations pursuant to this Section 10.01(c) (including without limitation
the calculation or determination of the Conversion Rate, the Closing Sale Price
and the Trading Price), and the Company agrees, if requested by the Trustee, to
cooperate with, and provide assistance to, the Trustee in carrying out its
duties under this Section 10.01(c).
  (d)           Whenever
the Notes shall become convertible pursuant to Section 10.01(a)(1) or (6), the
Company shall promptly notify the Trustee and the Conversion Agent, and the
Company or, at the Company’s request, the Trustee in the name and at the expense
of the Company, shall promptly notify the Holders, of the event triggering such
convertibility in the manner provided in Section 13.02.  Whenever the
Notes shall become convertible pursuant to Section 10.01(a)(4) or (5), the
Company shall at least 10 calendar days prior to the anticipated effective date
of the relevant transaction, notify the Trustee and the Conversion Agent, and
the Company, or, at the Company’s request, the Trustee in the name and at the
expense of the Company, shall promptly notify the Holders, of the event
triggering such convertibility in the manner provided in Section
13.02.  In each case, simultaneously with providing such notice, the
Company shall also publicly announce such information and make this information
available on the Company Website.  Any notice so given shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.
  SECTION
10.02                                           Exercise of Conversion
Right; Issuance of Class A Common Stock on Conversion; No Adjustment for
Interest or Dividends . 
In order to exercise the conversion right with respect to any Notes in
certificated form, a Holder must (A) complete and manually sign an irrevocable
notice of conversion in the form entitled “Form of Conversion Notice” attached
to the reverse of such certificated Note (or a facsimile thereof) (a “Conversion
Notice”), (B) deliver such Conversion Notice and certificated Note to the
Conversion Agent at the office of the Conversion Agent, (C) to the extent any
shares of Class A Common Stock issuable upon conversion are to be issued in a
name other than the Holder’s, furnish endorsements and transfer documents as may
be required by the Conversion Agent, (D) if required pursuant to Section 10.07,
pay all transfer or similar taxes or duties and (E) if required pursuant to
Section 2.03, pay funds equal to interest payable on the next Interest Payment
Date.
  In order
to exercise the conversion right with respect to any interest in a Global Note,
the Holder must (A) complete, or cause to be completed, the appropriate
instruction form for conversion pursuant to the Depositary’s book-entry
conversion procedures; (B) deliver, or cause to be delivered, by book-entry
delivery an interest in such Global Note; (C) furnish appropriate endorsements
and transfer documents if required by the Company or the Trustee or Conversion Agent;
and (D) pay the funds, if any, required by Section 2.03 and any transfer or
similar taxes or duties if required pursuant to Section 10.07.
  Notes in
respect of which a Holder has delivered a Repurchase Notice exercising such
Holder’s right to require the Company to repurchase such Notes pursuant to
Section 3.01 may be converted only if such Repurchase Notice is withdrawn in
accordance with Section 3.03 prior to 5:00 p.m., New York City time, on the
Business Day immediately preceding the Fundamental Change Repurchase Date,
unless the Company defaults in the payment of the repurchase price.
  58
 Each
conversion shall be deemed to have been effected as to any such Notes (or
portion thereof) on the date on which the requirements set forth above in this
Section 10.02 have been satisfied by the Holders thereof as to such Notes (or
portion thereof) (the “Conversion
Date”).
  The (i)
shares of Class A Common Stock or (ii) cash and, if applicable, shares of Class
A Common Stock (and in each case cash in lieu of fractional shares) delivered in
satisfaction of the Company’s Conversion Obligation will be delivered to such
Holder after satisfaction of the requirements for conversion set forth above, in
accordance with Section 10.12.
  In case
any Notes of a denomination greater than $1,000 shall be surrendered for partial
conversion, and subject to Section 2.03, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of the Notes so
surrendered, without charge to the Holder, a new Note or Notes in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Notes.
  Upon the
conversion of an interest in a Global Note, the Trustee (or other Conversion
Agent appointed by the Company) and the Depositary shall reduce the principal
amount of such Global Note in their records.  The Company shall notify
the Trustee in writing of any conversions of Notes effected through any
Conversion Agent other than the Trustee.
  Except as
provided in Section 2.03, upon conversion, a Holder will not receive any
separate cash payment of accrued and unpaid interest on the
Notes.  Accrued and unpaid interest to the Conversion Date is deemed
to be paid in full upon receipt of the Conversion Settlement Amount rather than
cancelled, extinguished or forfeited.
  A
Noteholder is not entitled to any rights of a holder of Class A Common Stock
until such Holder has converted its Notes to Class A Common Stock, and only to
the extent such Notes are deemed to have been converted to Class A Common Stock
under this Article 10.  Subject to Section 10.05(j), the Noteholder
that has converted its Notes (or if such person designated another person to
whom such Class A Common Stock shall be issued and delivered, such person) shall
be treated as a holder of record of such Class A Common Stock as of 5:00 p.m.,
New York City time, on the final Settlement Period Trading Day of the applicable
Conversion Period (or in the case of the Company’s satisfying its Conversion
Obligation in shares of Class A Common Stock only, the Conversion Period that
would be applicable if the Company had elected to satisfy its Conversion
Obligation in cash and, if applicable, shares of Class A Common
Stock).
  SECTION
10.03                                           Cash Payments in Lieu of
Fractional Shares . 
 No fractional shares of Class A Common Stock or scrip certificates
representing fractional shares shall be issued upon conversion of
Notes.  If more than one Note shall be surrendered for conversion at
one time by the same Holder, the number of full shares that shall be issuable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Notes (or specified portions thereof to the extent permitted hereby) so
surrendered.  If any fractional share of stock would be issuable upon
the conversion of any Note or Notes, the Company shall instead deliver cash with
respect to the fractional share calculated by multiplying the Volume Weighted
Average Price on the final Settlement Period Trading Day of the applicable
Conversion Period by the fractional amount and rounding the product to the
nearest cent (or in the case if the Company’s satisfying its Conversion
Obligation in shares of Class A Common Stock only, the Conversion Period that
would be applicable if the Company had elected to satisfy its Conversion
Obligation in cash and, if applicable, shares of Class A Common
Stock).
  59
 SECTION
10.04                                           Conversion Rate
  (a)           Each
$1,000 principal amount of the Notes shall be convertible based upon the
Conversion Rate.
  (b)           If
and only to the extent a Holder elects to convert Notes in connection with a
Non-Stock Change of Control, the Company shall increase the Conversion Rate
applicable to such converted Notes by a number of additional shares of Class A
Common Stock (the “Additional
Shares”) as set forth below.  A conversion of the Notes by a
Holder will be deemed for these purposes to be “in connection with” a Non-Stock
Change of Control if the Conversion Notice is received by the Conversion Agent
during the period from the Business Day following the Effective Date of the
Non-Stock Change of Control to 5:00 p.m., New York City time, on the Business
Day immediately preceding the related Fundamental Change Repurchase
Date.
  The
number of Additional Shares shall be determined by reference to the table below,
based on the date on which the Non-Stock Change of Control occurs or becomes
effective (the “Effective
Date”) and the Stock Price paid per share for the Class A Common Stock in
the Non-Stock Change of Control.  The numbers of Additional Shares set
forth in the table below shall be adjusted as of any date on which the
Conversion Rate is adjusted in the same manner in which the Conversion Rate is
adjusted.  The Stock Prices set forth in the first row of the table
below (i.e., the column headers) shall be adjusted, as of any date on which the
Conversion Rate is adjusted, to equal the Stock Price applicable immediately
prior to such adjustment multiplied by a fraction, of which
  (1)           the
numerator shall be the Conversion Rate immediately prior to the adjustment
and
  (2)           the
denominator shall be the Conversion Rate as so adjusted.
  The
following table sets forth the Stock Price and number of Additional Shares by
which the Conversion Rate shall be increased:
  Stock
      Price of Class A Common StockEffective
      Date
              $84.00
              $100.00
              $105.00
              $120.00
              $140.00
              $160.00
              $180.00
              $200.00
              $220.00
              $240.00
              $260.00
              $280.00
              $300.00
              $320.00March
      10, 2008
              2.3809
              1.6870
              1.5342
              1.1888
              0.8964
              0.7100
              0.5826
              0.4902
              0.4199
              0.3644
              0.3193
              0.2821
              0.2509
              0.2241March
      15, 2009
              2.3809
              1.5404
              1.3841
              1.0395
              0.7606
              0.5914
              0.4805
              0.4022
              0.3440
              0.2988
              0.2624
              0.2323
              0.2068
              0.1850March
      15, 2010
              2.3809
              1.3670
              1.2055
              0.8601
              0.5990
              0.4522
              0.3619
              0.3012
              0.2574
              0.2240
              0.1973
              0.1752
              0.1566
              0.1405March
      15, 2011
              2.3809
              1.1782
              1.0052
              0.6493
              0.4095
              0.2923
              0.2284
              0.1891
              0.1620
              0.1417
              0.1254
              0.1120
              0.1006
              0.0906March
      15, 2012
              2.3809
              0.9374
              0.7372
              0.3627
              0.1675
              0.1022
              0.0773
              0.0647
              0.0564
              0.0499
              0.0446
              0.0401
              0.0361
              0.0327March
      15, 2013
              2.3809
              0.4762
              0.0000
              0.0000
              0.0000
              0.0000
              0.0000
              0.0000
              0.0000
              0.0000
              0.0000
              0.0000
              0.0000
              0.0000
  60
 provided,
however, that:
  (i)           If
the actual Stock Price and actual Effective Date are not set forth on the table
above and the actual Stock Price is between two Stock Prices on the table or the
actual Effective Date is between two Effective Dates days on the table, the
number of Additional Shares shall be determined by straight-line interpolation
between the number of Additional Shares of Class A Common Stock set forth for
the higher and lower Stock Price and the earlier and later Effective Dates, as
applicable, based on a 360-day year;
  (ii)           If
the actual Stock Price is in excess of $320.00 per share (subject to adjustment
in the same manner as and as of any date on which the Stock Prices are adjusted
in the table above), the Conversion Rate will not be increased; or
  (iii)           If
the actual Stock Price is less than $84.00 per share (subject to adjustment in
the same manner as and as of any date on which the Stock Prices are adjusted in
the table above), the Conversion Rate will not be increased.
  Notwithstanding
the foregoing, in no event will the Conversion Rate exceed 11.9047 per $1,000
principal amount of the Notes, subject to adjustments in the same manner as and
as of any date on which the numbers of Additional Shares set forth in the above
table are adjusted.
  SECTION
10.05                                           Adjustment of Conversion
Rate .  The
Conversion Rate shall be adjusted from time to time by the Company as
follows:
  (a)           In
case the Company shall, at any time or from time to time while any of the Notes
are outstanding, pay a dividend in shares of Class A Common Stock or make a
distribution in shares of Class A Common Stock to all or substantially all
holders of its outstanding shares of Class A Common Stock (other than a dividend
or distribution in connection with a transaction to which Section 10.06
applies), then the Conversion Rate shall be adjusted based on the following
formula:
  
 where
  CR0
                =
                the
      Conversion Rate in effect at 5:00 p.m., New York City time, on the Record
      Date for such dividend or
distribution;
  CR1
                =
                the
      Conversion Rate in effect immediately after 5:00 p.m., New York City time,
      on the Record Date for such dividend or
  distribution;
  OS0
                =
                the
      number of shares of Class A Common Stock outstanding at 5:00 p.m., New
      York City time, on the Record Date for such dividend or distribution;
      and
  61
 OS1
                =
                the
      number of shares of Class A Common Stock that would be outstanding
      immediately after, and solely as a result of, such dividend or
      distribution.
 Any
adjustment made pursuant to this Section 10.05(a) shall become effective
immediately after 5:00 p.m., New York City time, on the Record Date for such
dividend or distribution.  If any dividend or distribution that is the
subject of this Section 10.05(a) is declared but not so paid or made, the
Conversion Rate shall be immediately readjusted, effective as of the date the
Board of Directors publicly announces its decision not to pay or make such
dividend or distribution, to the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared.  For purposes of
this clause (a), the number of shares of Class A Common stock outstanding at
5:00 p.m., New York City time, on the Record Date for such dividend or
distribution shall not include shares of Class A Common Stock held in
treasury.  We will not pay any dividend or make any distribution on
shares of Class A Common Stock held in treasury.


(b)           In
case outstanding shares of Class A Common Stock shall be subdivided into a
greater number of shares of Class A Common Stock or combined into a smaller
number of shares of Class A Common Stock (in each case, other than in connection
with a transaction to which Section 10.06 applies), the Conversion Rate shall be
adjusted based on the following formula:
  
 where
  CR0
                =
                the
      Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading
      Day immediately preceding the effective date of such subdivision or
      combination;
  CR1
                =
                the
      Conversion Rate in effect on the effective date of such subdivision or
      combination;
  OS0
                =
                the
      number of shares of Class A Common Stock outstanding at 5:00 p.m., New
      York City time, on the Trading Day immediately preceding the effective
      date of such subdivision or combination;
and
  OS1
                =
                the
      number of shares of Class A Common Stock that would be outstanding
      immediately after, and solely as a result of, such subdivision or
      combination.
  Any
adjustment made pursuant to this Section 10.05(b) shall become effective on the
effective date of such subdivision or combination.
  (c)           In
case the Company shall issue rights (other than rights issued pursuant to a
shareholders’ rights plan) or warrants to all or substantially all holders of
its outstanding shares of Class A Common Stock (other than an issuance in
connection with a transaction to which Section 10.06 applies) entitling them to
purchase, for a period of 45 calendar days or less, shares of Class A Common
Stock at a price per share less than the Current Market Price, the Conversion
Rate shall be adjusted based on the following formula:
  62
  
  where
  CR0
                =
                the
      Conversion Rate in effect at 5:00 p.m., New York City time, on the Record
      Date for such issuance;
  CR1
                =
                the
      Conversion Rate in effect immediately after 5:00 p.m., New York City time,
      on the Record Date for such
issuance;
  OS0
                =
                the
      number of shares of the Class A Common Stock that are outstanding at 5:00
      p.m., New York City time, on the Record Date for such
      issuance;
  X
                =
                the
      total number of shares of the Class A Common Stock issuable pursuant to
      such rights or warrants; and
  Y
                =
                the
      number of shares of the Class A Common Stock equal to the quotient of (x)
      aggregate price payable to exercise such rights or warrants, divided by
      (y) the Current Market Price of the Class A Common
  Stock.
 Any
adjustment made pursuant to this Section 10.05(c) shall become effective
immediately after 5:00 p.m., New York City time, on the Record Date for such
issuance.  If any rights or warrants described in this Section
10.05(c) are not so issued, the Conversion Rate shall be immediately
readjusted, effective as of the date the Board of Directors publicly announces
its decision not to issue such rights or warrants, to the Conversion Rate that
would then be in effect if such issuance had not been declared.  To
the extent that such rights or warrants are not exercised prior to their
expiration or shares of the Class A Common Stock are otherwise not delivered
pursuant to such rights or warrants upon the exercise of such rights or
warrants, the Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the number of
shares of Class A Common Stock actually delivered.  In determining the
aggregate price payable for such shares of the Class A Common Stock, there shall be
taken into account any consideration received by the Company for such rights or
warrants and the value of such consideration (if other than cash, to be
determined by the Board of Directors).  For purposes of this Section
10.05(c), the number of shares of Class A Common Stock outstanding at 5:00 p.m.,
New York City time, on the Record Date for such issuance shall not include
shares of Class A Common Stock held in treasury.  The Company will not
issue any such rights or warrants in respect of Class A Common Stock held in
treasury.
  (d)           In
case the Company shall, by dividend or otherwise, distribute to all or
substantially all holders of its outstanding shares of Class A Common Stock
shares of any class of Capital Stock of the Company (other than Class A Common
Stock) or evidences of its indebtedness or assets (including securities, but
excluding (i) any dividends or distributions referred to in Section 10.05(a),
(ii) any rights or warrants referred to in Section 10.05(c), (iii) any dividends
or distributions referred to in Section 10.05(e), (iv) any dividends or
distributions in connection with a transaction to which Section 10.06 applies,
or (v) any Spin-Offs to which the provisions set forth below in this Section
10.05(d) applies) (any of the foregoing hereinafter in this Section 10.05(d)
called the “Distributed
Assets”), then, in each such case, the Conversion Rate shall be adjusted
based on the following formula:
  63
  
  where
  CR0
                =
                the
      Conversion Rate in effect at 5:00 p.m., New York City time, on the Record
      Date for such distribution;
  CR1
                =
                the
      Conversion Rate in effect immediately after 5:00 p.m., New York City time,
      on the Record Date for such
distribution;
  SP0
                =
                the
      Current Market Price of the Class A Common Stock;
  and
 FMV
                =
                the
      Fair Market Value on the Record Date for such distribution of the
      Distributed Assets so distributed applicable to one share of Class A
      Common Stock.
 Notwithstanding
the foregoing, in the event where there has been a payment of a dividend or
other distribution on the Class A Common Stock of shares of Capital Stock of any
class or series, or similar equity interest, of or relating to a Subsidiary or
other business unit of the Company (a “Spin-Off”)
that are, or when issued, will be, traded or listed on the Nasdaq Global Select
Market, the Nasdaq Global Market, the New York Stock Exchange or any other U.S.
national securities exchange or market, then the Conversion Rate shall instead
be adjusted based on the following formula:
  
 
 where
  CR0
              =
              the
      Conversion Rate in effect at 5:00 p.m., New York City time, on the Record
      Date for such distribution;
  CR1
              =
              the
      Conversion Rate in effect immediately after 5:00 p.m., New York City time,
      on the Record Date for such
distribution;
  FMV0
              =
              the
      average of the Closing Sale Prices of the Distributed Assets applicable to
      one share of Class A Common Stock over the ten consecutive Trading Day
      period commencing on and including the effective date of the Spin-Off (the
      “Spin-Off
      Valuation Period”); and
  64
 MP0
              =
              the
      average of the Closing Sale Prices of the Class A Common Stock over the
      Spin-Off Valuation Period.
  Any
adjustment made pursuant to this Section 10.05(d) shall become effective
immediately after 5:00 p.m., New York City time, on the Record Date for such
distribution.  If any dividend or distribution of the type described
in this Section 10.05(d) is declared but not so paid or made, the Conversion
Rate shall be immediately readjusted, effective as of the date the Board of
Directors publicly announces its decision not to pay such dividend or
distribution, to the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.  If an adjustment to
the Conversion Rate is required under this Section 10.05(d) during any
Conversion Period in respect of Notes that have been tendered for conversion,
delivery of the related shares of Class A Common Stock or Conversion Settlement
Amount, as the case may be,  shall be delayed to the extent necessary
in order to complete the calculations provided for in this Section
10.05(d).
  Rights or
warrants distributed by the Company to all holders of Class A Common Stock
entitling the Holders thereof to subscribe for or purchase shares of the
Company’s capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events (“Trigger
Event”): (i) are deemed to be transferred with such shares of Class A
Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of
future issuances of Class A Common Stock, shall be deemed not to have been
distributed for purposes of this Section 10.05 (and no adjustment to the
Conversion Rate under this Section 10.05 will be required) until the occurrence
of the earliest Trigger Event, whereupon such rights and warrants shall be
deemed to have been distributed and an appropriate adjustment (if any is
required) to the Conversion Rate shall be made under this Section 10.05(d),
except as set forth in Section 10.11. If any such right or warrant, including
any such existing rights or warrants distributed prior to the date of this
Indenture, are subject to events, upon the occurrence of which such rights or
warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and Record Date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof), except as set forth in Section 10.11. In addition, except as
set forth in Section 10.11, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 10.05 was made (including any adjustment
contemplated by Section 10.11), (1) in the case of any such rights or warrants
that shall all have been redeemed or repurchased without exercise by any Holders
thereof, the Conversion Rate shall be readjusted upon such final redemption or
repurchase to give effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution, equal to the per share redemption or
repurchase price received by a  holder or holders of Class A Common
Stock with respect to such rights or warrants (assuming such holder had retained
such rights or warrants), made to all holders of Class A Common Stock as of the
date of such redemption or repurchase, and (2) in the case of such rights or
warrants that shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights and
warrants had not been issued.
  65
 No
adjustment of the Conversion Rate shall be made pursuant to this Section
10.05(d) in respect of rights or warrants distributed or deemed distributed on
any Trigger Event to the extent that such rights or warrants are actually
distributed or reserved by the Company for distribution to Holders of Notes upon
conversion by such Holders of Notes to Class A Common Stock.
  (e)           In
case the Company shall pay a dividend or otherwise distribute to all or
substantially all holders of its Class A Common Stock a dividend or other
distribution of exclusively cash excluding (x) any dividend or distribution in
connection with the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary and (y) any dividend or distribution in
connection with a transaction to which Section 10.06 applies, then the
Conversion Rate shall be adjusted based on the following formula:
  
 where
  CR0    =
              the
      Conversion Rate in effect at 5:00 p.m., New York City time, on the Record
      Date for such dividend or
distribution;
  CR1    =
              the
      Conversion Rate in effect immediately after 5:00 p.m., New York City time,
      on the Record Date for such dividend or
  distribution;
  SP0     =
              the
      Current Market Price of the Class A Common Stock;
  and
  C        =
              the
      amount in cash per share the Company distributes to holders of its Class A
      Common Stock.
  Any
adjustment made pursuant to this Section 10.05(e) shall become effective
immediately after 5:00 p.m., New York City time, on the Record Date for such
dividend or distribution.  If any dividend or distribution of the type
described in this Section 10.05(e) is declared but not so paid or made, the
Conversion Rate shall be immediately readjusted, effective as of the date the
Board of Directors publicly announces its decision not to pay such dividend or
distribution, to the Conversion
Rate that would then be in effect if such dividend or distribution had not been
declared.
  (f)           In
case a tender offer or exchange offer made by the Company or any Subsidiary of
the Company for all or any portion of the Class A Common Stock shall expire and
such tender or exchange offer (as amended upon the expiration thereof) shall
require the payment to shareholders of cash and any other consideration per
share of Class A Common Stock having a Fair Market Value as of the last date on
which tenders or exchanges may be made pursuant to such tender offer or exchange
offer (as it may be amended) (the “Expiration
Date”) that exceeds the Closing Sale Price of a share of Class A Common
Stock on the Trading Day next succeeding the Expiration Date, the Conversion
Rate shall be adjusted based on the following formula:
  66
  
 where
  CR0
                =
                the
      Conversion Rate in effect at 5:00 p.m., New York City time, on the
      Expiration Date;
  CR1
                =
                the
      Conversion Rate in effect immediately after 5:00 p.m., New York City time,
      on the Expiration Date;
   FMV
                  =
                  the
      Fair Market Value, on the Expiration Date, of the aggregate value of all
      cash and any other consideration paid or payable for shares of Class A
      Common Stock validly tendered or exchanged and not withdrawn as of the
      Expiration Date;
 OS0
                =
                the
      number of shares of Class A Common Stock outstanding immediately prior to
      the last time tenders or exchanges may be made pursuant to such tender
      offer or exchange offer (the “Expiration
      Time”);
  OS1
                =
                the
      number of shares of Class A Common Stock outstanding immediately after the
      Expiration Time; and
  SP1
                =
                the
      average of Closing Sale Prices per share of Class A Common Stock for the
      ten consecutive Trading Days commencing on the Trading Day immediately
      after the Expiration Date.
 Any
adjustment made pursuant to this Section 10.05(f) shall become effective
immediately prior to 9:00 a.m., New York City time, on the Trading Day
immediately following the Expiration Date.  If the Company, or one of
its Subsidiaries, is obligated to purchase shares of Class A Common Stock
pursuant to any such tender or exchange offer, but the Company or such
Subsidiary is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Rate shall be
readjusted to be the Conversion Rate that would then be in effect if such tender
or exchange offer had not been made.  Except as set forth in the
preceding sentence, if the application of this Section 10.05(f) to any tender
offer or exchange
offer would result in a decrease in the Conversion Rate, no adjustment shall be
made for such tender offer or exchange offer under this Section
10.05(f).  If an adjustment to the Conversion Rate is required
pursuant to this Section 10.05(f) during any Conversion Period in respect of
Notes that have been tendered for conversion, delivery of the related shares of
Class A Common Stock or Conversion Settlement Amount, as the case may be, shall
be delayed to the extent necessary in order to complete the calculations
provided for in this Section 10.05(f).
  (g)           Except
with respect to a Spin-Off, in cases where the Fair Market Value of Distributed
Assets and cash as to which Sections 10.05(d) and 10.05(e) apply, applicable to
one share of Class A Common Stock, distributed to shareholders:
  67
 (i)           equals
or exceeds the Current Market Price of Class A Common Stock, or
  (ii)           the
Current Market Price of Class A Common Stock exceeds the Fair Market Value of
such Distributed Assets or cash so distributed by less than $1.00,
  rather
than being entitled to an adjustment in the Conversion Rate, the Holder of a
Note will be entitled to receive upon conversion, in addition to the shares of
Class A Common Stock or Conversion Settlement Amount, as the case may be, the
kind and amount of assets, debt securities or rights, warrants or options
comprising the distribution, if any, that such Holder would have received if
such Holder had converted such Notes immediately prior to the Record Date for
determining the shareholders entitled to receive the distribution.
  (h)           For
purposes of this Section 10.05, the following terms shall have the meaning
indicated:
  (i)           “Current Market
Price,” with respect to any issuance or distribution, means the average
of the Closing Sale Prices of Class A Common Stock for the ten consecutive
Trading Days immediately prior to the Ex-Dividend Date for such issuance or
distribution requiring such computation.
  Notwithstanding
the foregoing, whenever successive adjustments to the Conversion Rate are called
for pursuant to this Section 10.05, such adjustments shall be made to the
Current Market Price as may be necessary or appropriate to effectuate the intent
of this Section 10.05 and to avoid unjust or inequitable results as determined
in good faith by the Board of Directors.
  (ii)           “Ex-Dividend
Date” means the first date on which the shares of Class A Common Stock
trade on the applicable exchange or in the applicable market, regular way,
without the right to receive the relevant dividend, distribution or
issuance.
  (i)           The
Company may (but is not required to) make such increases in the Conversion Rate,
in addition to those required by Section 10.05(a)-(f), as the Board of Directors
considers to be advisable to avoid or diminish any income tax to holders of
Class A Common Stock resulting from any dividend or distribution of stock (or
rights to acquire stock) or from any event treated as such for income tax
purposes.
  In
addition to the foregoing, to the extent permitted by applicable law and subject
to the applicable rules of the Nasdaq Global Select Market, the
Company from time to time may increase the Conversion Rate by any amount for any
period of time if the period is at least 20 Business Days, the increase is
irrevocable during the period and the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company,
which determination shall be conclusive.  Whenever the Conversion Rate
is increased pursuant to the preceding sentence, the Company shall mail to
Holders of record of the Notes a notice of the increase, which notice will be
given at least 15 calendar days prior to the effectiveness of any such increase,
and such notice shall state the increased Conversion Rate and the period during
which it will be in effect.
  68
 (j)           If
during a period applicable for calculating the Volume Weighted Average Price or
Closing Sale Price of Class A Common Stock or any other security, an event
occurs that requires an adjustment to the Conversion Rate, the Closing Sale
Price or Volume Weighted Average Price of such security shall be calculated for
such period in a manner determined by the Company to appropriately reflect the
impact of such event on the price of such security during such
period.  Whenever any provision of this Indenture requires a
calculation of an average of Closing Sale Prices of Class A Common Stock or any
other security over multiple days, appropriate adjustments shall be made to
account for any adjustment to the Conversion Rate that becomes effective, or any
event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date
of the event occurs, at any time during the period during which the average is
to be calculated.
  If (A)
shares of Class A Common Stock or other securities are deliverable as part of
the Daily Settlement Amount for a given Settlement Period Trading Day and (B) an
adjustment to Conversion Rate pursuant to this Section 10.05 occurs after such
Settlement Period Trading Day and prior to the date upon which the Noteholder
becomes a record holder in respect of the deliverable shares of Class A Common
Stock or other securities, then the number of shares deliverable in respect of
such Settlement Period Trading Day shall be adjusted in the same manner that the
Conversion Rate has been adjusted.  If shares of Class A Common Stock
only are deliverable in satisfaction of the Company’s Conversion Obligation and
an adjustment to the Conversion Rate pursuant to Section 10.05 occurs prior to
the date upon which the Noteholder becomes a record holder in respect of the
deliverable shares of Class A Common Stock, then the number of shares
deliverable shall be adjusted in the same manner that the Conversion Rate has
been adjusted.  In lieu of an adjustment of the number of shares of
Class A Common Stock or other security deliverable to a Noteholder in
satisfaction of the Company’s Conversion Obligation, the Company may instead
deem such Noteholder to be a holder of record of such Class A Common Stock or
other security for purposes of that distribution so that such Holder would
receive the distribution at the time such Holder receives the Conversion
Settlement Amount or shares of Class A Common Stock, as the case may
be.
  (k)           All
calculations under this Article 10 shall be made by the Company and shall be
made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a
share, as the case may be.  No adjustment need be made for rights to
purchase Class A Common Stock pursuant to a Company plan for reinvestment of
dividends or interest or for any issuance of Class A Common Stock or convertible
or exchangeable securities or rights to purchase Class A Common Stock or
convertible or exchangeable securities.  Interest will not accrue on
any cash into which the Notes are convertible.
  (l)           Whenever
the Conversion Rate is adjusted as herein provided, the Company will issue a
press release containing the relevant information and make this information
available on the Company Website.  In addition, the Company shall
promptly file with the Trustee and any Conversion Agent other than the Trustee
an Officers’ Certificate setting forth the Conversion Rate after such adjustment
and setting forth a brief statement of the facts requiring such
adjustment.  Unless and until a responsible officer of the Trustee
shall have received such Officers’ Certificate, the Trustee shall not be deemed
to have knowledge of any adjustment of the Conversion Rate and may assume that
the last Conversion Rate of which it has actual knowledge is still in
effect.  Promptly after delivery of such certificate, the Company
shall prepare a notice of such adjustment of the Conversion Rate setting forth
the adjusted Conversion Rate and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Rate
to the Holder of each Notes at its last address appearing on the Register,
within 20 calendar days after execution thereof.  Failure to deliver
such notice shall not affect the legality or validity of any such
adjustment.
  69
 (m)           For
purposes of this Section 10.05, the number of shares of Class A Common Stock at
any time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Class A Common Stock.  The
Company will not pay any dividend or make any distribution on shares of Class A
Common Stock held in the treasury of the Company.
  (n)           Notwithstanding
any of the foregoing clauses in this Section 10.05, the applicable Conversion
Rate will not be adjusted pursuant to this Section 10.05 if the Holders of the
Notes will participate in the transaction that would otherwise give rise to
adjustment pursuant to this Section 10.05 without conversion of such Holder’s
Notes.
  SECTION
10.06                                           Effect of Reclassification,
Consolidation, Amalgamation Merger or Sale .  If
any of the following events occur, namely:
  (a)
              any
      reclassification or change of the outstanding Class A Common Stock (other
      than a change in par value, or from par value to no par value, or from no
      par value to par value, or as a result of a subdivision or combination),
      or
  (b)
              any
      consolidation, amalgamation or merger of the Company with or into another
      Person, or any sale, lease, transfer, conveyance or other disposition of
      all or substantially all of the Company’s assets and those of the
      Company’s Subsidiaries taken as a whole to any other Person or
      Persons,
  as a
result of which holders of Class A Common Stock receive stock, other securities
or other property or assets (including cash or any combination thereof) with
respect to or in exchange for such Class A Common Stock, the Company or the
successor or purchasing corporation, as the case may be, shall execute with the
Trustee a supplemental indenture (which shall comply with the Trust
Indenture Act as in force at the date of execution of such supplemental
indenture, if such supplemental indenture is then required to so comply)
providing that each such Note shall, without the consent of any Holders of
Notes, become convertible based on only the kind and amount of the consideration
that the holders of Class A Common Stock received in such reclassification,
change, consolidation, amalgamation, merger, sale, lease, transfer, conveyance
or other disposition (the “Reference
Property”).  In all cases, the conditions relating to
conversion of Notes specified herein (including in Section 10.01, to the extent
applicable, and Section 10.02) (modified as appropriate in the good faith
judgment of the Board of Directors to apply properly to the Reference Property
in lieu of Class A Common Stock) and the provisions of Section 10.12 relating to
the Company’s satisfaction of the Conversion Obligation upon conversion of Notes
shall continue to apply following such transaction; provided, however, that if
the holders of Class A Common Stock receive only cash in such transaction and
the Company’s Conversion Obligation is not being satisfied in Reference Property
only, the Conversion Settlement Amount shall equal the Conversion Rate in effect
on the Conversion Rate multiplied by the price paid per share in such
transaction and settlement will occur on the third Trading Day following the
Conversion Date.  If such transaction causes shares of Class A Common
Stock to be converted into the right to receive more than a single type of
consideration (determined based in part upon any form of shareholder election),
the Reference Property shall be deemed to be the kind and amount of
consideration elected to be received by a majority of shares of our Class A
Common Stock voted for such an election (if electing between two types of
consideration) or a plurality of shares of our Class A Common Stock voted for
such an election (if electing between more than two types of consideration), as
the case may be.  The Company may not become a party to any such
transaction unless its terms are consistent with the foregoing.  Such
supplemental indenture shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
10, as determined in good faith by the Company or successor or purchasing
corporation.
  70
 If, in
the case of any such reclassification, change, consolidation, amalgamation,
merger, sale, lease, transfer, conveyance or other disposition, the stock or
other securities and assets received thereupon by a holder of Class A Common
Stock includes shares of stock or other securities and assets of a corporation
other than the successor or purchasing corporation, as the case may be, in such
reclassification, change, consolidation, amalgamation, merger, sale, lease,
transfer, conveyance or other disposition, then such supplemental indenture
shall also be executed by such other corporation and shall contain such
additional provisions to protect the interests of the Holders of the Notes as
the Board of Directors shall reasonably consider necessary by reason of the
foregoing, including to the extent practicable the provisions providing for the
conversion rights set forth in this Article 10.
  The
Company shall cause notice of the execution of such supplemental indenture to be
mailed to each Holder, at the address of such Holder as it appears on the
register of the Notes maintained by the Registrar, within 20 calendar days after
execution thereof.  Simultaneously with providing such notice, the
Company shall issue a press release containing the relevant information and make
this information available on the Company Website.  Failure to deliver
such notice shall not affect the legality or validity of such supplemental
indenture.
  The above
provisions of this Section 10.06 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales, leases, transfers,
conveyances or other dispositions.
  If this
Section 10.06 applies to any event or occurrence, Section 10.05 shall not
apply.
  SECTION
10.07                                           Taxes on Shares
Issued .  The
issue of stock certificates on conversions of Notes shall be made without charge
to the converting Noteholder for any documentary, stamp or similar issue or
transfer tax in respect of the issue thereof.  The Company shall not,
however, be required to pay any such tax which may be payable in respect of any
transfer involved in the issue and delivery of stock in any name other than that
of the Holder of any Notes converted, and the Company shall not be required to
issue or deliver any such stock certificate unless and until the Person or
Persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.
  SECTION
10.08                                           Reservation of Shares,
Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of
Class A Common Stock .  The
Company shall reserve, out of its authorized but unissued shares or shares held
in treasury, sufficient shares of Class A Common Stock free from preemptive
rights, to provide for the conversion of the Notes from time to time as such
Notes are presented for conversion.
  71
 Before
taking any action which would cause an adjustment increasing the Conversion Rate
to an amount that would cause the Conversion Price to be reduced below the then
par value, if any, of the shares of Class A Common Stock issuable upon
conversion of the Notes, the Company will take all corporate action which may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue shares of such Class A Common Stock at such adjusted
Conversion Rate.
  The
Company covenants that all shares of Class A Common Stock issued upon conversion
of Notes will be fully paid and non-assessable by the Company and free from all
taxes, liens and charges with respect to the issue thereof.
  The
Company covenants that, if any shares of Class A Common Stock to be provided for
the purpose of conversion of Notes hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Company will in good
faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the Commission (or any successor thereto), endeavor
to secure such registration or approval, as the case may be.
  The
Company further covenants that, if at any time the Class A Common Stock shall be
listed on any national securities exchange or automated quotation system, the
Company will, if permitted by the rules of such exchange or automated quotation
system, list and keep listed, so long as the Class A Common Stock shall be so
listed on such exchange or automated quotation system, all Class A Common Stock
issuable upon conversion of the Notes; provided that if the rules of
such exchange or automated quotation system permit the Company to defer the
listing of such Class A Common Stock until the first conversion of the Notes
into Class A Common Stock in accordance with the provisions of this Indenture,
the Company covenants to list such Class A Common Stock issuable upon conversion
of the Notes in accordance with the requirements of such exchange or automated
quotation system at such time.
  SECTION
10.09                                           Responsibility of
Trustee .  The
Trustee and any other Conversion Agent shall not at any time be under any duty
or responsibility to any Noteholder to determine the Conversion Rate or whether
any facts exist which may require any adjustment of the Conversion Rate, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same.  The Trustee
and any other Conversion Agent shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Class A Common Stock,
or of any capital stock, other securities or other assets or property, which may
at any time be issued or delivered upon the conversion of any Notes; and the
Trustee and any other Conversion Agent make no representations with respect
thereto.  Neither the Trustee nor any Conversion Agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Class A Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Notes for the purpose of conversion
or to comply with any of the duties, responsibilities or covenants of the
Company contained in this Article 10.  Without limiting the generality
of the foregoing, neither the Trustee nor any Conversion Agent shall be under
any responsibility to determine the correctness of any provisions contained in
any supplemental indenture entered into pursuant to Section 10.06 relating
either to the kind or amount of shares of capital stock or other securities or
other assets or property (including cash) receivable by Holders of Notes upon
the conversion of their Notes after any event referred to in such Section 10.06
or to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 9.01, may accept as conclusive evidence of the correctness
of any such provisions, and shall be protected in relying upon, the Officers’
Certificate (which the Company shall be obligated to file with the Trustee prior
to the execution of any such supplemental indenture) with respect
thereto.
  72
 SECTION
10.10                                           [Reserved] .
  SECTION
10.11                                           Shareholder Rights
Plans .  If
the rights provided for in any future rights plan adopted by the Company have
separated from the shares of Class A Common Stock in accordance with the
provisions of the applicable shareholder rights agreement so that the Holders of
the Notes would not be entitled to receive any rights in respect of Class A
Common Stock issuable upon conversion of the Notes, the Conversion Rate will be
adjusted (and, if applicable, readjusted in the event of the expiration,
termination or redemption of such rights) as provided in Section 10.05(d). If
such rights have not separated, any shares of Class A Common Stock delivered
upon the conversion of Notes shall be accompanied by such rights.
 
 SECTION
10.12                                          Settlement Upon
Conversion .  Upon
any conversion of Notes, the Company may elect to deliver to converting Holders
in satisfaction of its Conversion Obligation in respect of each $1,000 principal
amount of Notes being converted (i) a number of shares of Class A Common Stock
equal to the Conversion Rate in effect at such time or (ii) a “Conversion
Settlement Amount” consisting of cash and, if applicable, shares of Class
A Common Stock which shall be equal to the sum of the Daily Settlement Amounts
for each of the 25 Settlement Period Trading Days during the applicable
Conversion Period.
  If we
elect to satisfy our Conversion Obligation in cash and, if applicable, shares of
our Class A common stock, the following definitions shall apply for purposes of
calculating the Conversion Settlement Amount:
  “Conversion
Period” means, with respect to any Note delivered for conversion, the
period of 25 consecutive Settlement Period Trading Days:
  (i)           with
respect to Conversion Notices in respect of such Note received during the period
beginning 30 Scheduled Trading Days preceding the Maturity Date, beginning on
and including the 27th Scheduled Trading Day immediately preceding the Maturity
Date; and
  (ii)           in
all other cases, beginning on and including the third Settlement Period Trading
Day following the receipt by the Company of the Conversion Notice in respect of
such Note.
  The
“Daily
Settlement Amount” for each $1,000 principal amount of Notes, for each of
the 25 Settlement Period Trading Days during the applicable Conversion Period,
shall consist of:
  73
 (i)           cash
equal to the lesser of $40 and the Daily Conversion Value; and
  (ii)           to
the extent the Daily Conversion Value exceeds $40, a number of shares of Class A
Common Stock equal to, (A) the difference between the Daily Conversion Value and
$40, divided by (B) the Volume Weighted Average Price of the Class A Common
Stock for that day.
  “Daily Conversion
Value” means, for any Settlement Period Trading Day, one-twenty-fifth
(1/25) of the product of (1) the applicable Conversion Rate on that Settlement
Period Trading Day and (2) the Volume Weighted Average Price of the Class A
Common Stock (or, if the Conversion Settlement Amount is then based on the
Reference Property in accordance with Section 10.06, a unit of the Reference
Property on that Settlement Period Trading Day.)  For the purposes of
determining the Daily Conversion Value, the following provisions shall apply:
(i) if the Reference Property includes securities for which the price can be
determined in a manner contemplated by the definition of “Volume Weighted
Average Price,” then the value of such securities shall be determined in
accordance with the principles set forth in such definition; (ii) if the
Reference Property includes other property (other than securities as to which
clause (i) applies or cash), then the value of such property shall be the Fair
Market Value of such property; and (iii)
if the Reference Property includes cash, then the value of such cash shall be
the amount thereof.
  If the
Company has elected to satisfy its Conversion Obligation in cash and, if
applicable, shares of Class A Common Stock, the Conversion Settlement Amount
will be delivered on the third Trading Day following the final Settlement Period
Trading Day of the applicable Conversion Period.  If the Company has
elected to satisfy its Conversion Obligation in shares of Class A Common Stock
only, such shares of Class A Common Stock will be delivered on the third Trading
Day following the final Settlement Period Trading Day of the Conversion Period
that would be applicable if the Company had elected to satisfy its Conversion
Obligation in cash and, if applicable, shares of Class A Common
Stock.
  The
Company shall from time to time make an election with respect to the method it
chooses to satisfy its Conversion Obligation.  Such election shall be
effective until the Company provides notice of an election of a different method
of settlement.  The Company may not elect a different method of
settlement after December 15, 2012.  As of the date of this Indenture,
the Company elects to settle its Conversion Obligation by cash and, if
applicable, shares of Class A Common Stock.  The newly chosen method
of settlement shall become effective five Business Days following the date of
such notice.  The Company shall provide to all Noteholders, the
Trustee and the Conversion Agent a notice of the newly chosen method of
settlement and the effective date of such newly chosen
method.  Simultaneously with providing such notice, the Company shall
issue a press release containing the relevant information and make this
information available on the Company Website.
  ARTICLE
11
 SUBSIDIARY
GUARANTEES
  74
 SECTION
11.01                                           Subsidiary
Guarantees .  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 Company pursuant to Section 3.01).  Such Guarantee
shall include, in addition to the amount stated above, any and all costs and
expenses (including counsel fees and expenses) incurred by the Trustee or the
holders of the Notes in enforcing any rights under the Subsidiary
Guarantees.
 In the
Event of Default in the payment of principal of or interest, if any, and any
other payment obligations in respect of the Notes (including any obligation to
repurchase the Notes pursuant to Section 3.01), legal proceedings may be
instituted directly against one or all of the Subsidiary Guarantors without
first proceeding against the Company.
  SECTION
11.02                                           Additional Subsidiary
Guarantors .  After
the Closing Date, the Company will cause each Subsidiary, if any, that becomes a
party to the EBRD Loan Agreement, whether as a borrower, a co-borrower or a
guarantor, or a subsidiary guarantor under the Existing Senior Notes to execute
and deliver to the Trustee a supplemental indenture pursuant to which such
Subsidiary will become a Subsidiary Guarantor and fully and unconditionally
guarantee, jointly and severally with the other Subsidiary Guarantors, the
Notes.
  SECTION
11.03                                           Limitation on
Liability . The
obligations of each Subsidiary Guarantor hereunder will be limited to the
maximum amount that will result in the obligations of such Subsidiary Guarantor
not constituting a fraudulent conveyance or a violation of fraudulent transfer
restrictions under applicable insolvency and other laws.
  SECTION
11.04                                           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 Company or any collateral security or
guarantee or right of offset held by the Trustee or any holder of the Notes for
the payment of amounts owed by the Company and the Subsidiary Guarantors
pursuant to this Indenture and the Notes (“Guaranteed
Obligations”)
nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution
or reimbursement from the Company in respect of payments made by such Subsidiary
Guarantor hereunder, until all Guaranteed 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 Guaranteed
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 Guaranteed
Obligations.
  SECTION
11.05                                           Release and
Discharge .
  (a)           The
Subsidiary Guarantee of each Subsidiary Guarantor will be automatically and
unconditionally released without further action on the part of any holder of the
Notes or the Trustee (and thereupon shall terminate and be discharged and be of
no further force and effect) upon full and final payment and performance of all
Guaranteed Obligations under this Indenture and the Notes.
  75
 (b)           So
long as no Event of Default has occurred and is continuing and any of the
Existing Debt Agreements remain in effect, the Subsidiary Guarantee of any
Subsidiary Guarantor (together with any rights of contribution, subrogation or
other similar rights against such Subsidiary Guarantor) shall be deemed to be
released from all obligations under this Article 11 (without any further action
by the Trustee or the Holders) only upon
  (i):
  (A) the
sale or other disposition of such Subsidiary Guarantor (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 which is
not the Company or a Restricted Subsidiary;
  (B) all
applicable provisions of the Existing Debt Agreements have been fully complied
with; and
  (C) such
Subsidiary Guarantor is simultaneously and unconditionally released from its
obligations in respect of any other Indebtedness of the Company or any other
Restricted Subsidiary; or
  (ii) the
Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary in
compliance with the terms of the Existing Debt Agreements.
  At the
request and at the expense of the Company, the Trustee shall execute and deliver
an appropriate instrument evidencing such release (in the form provided by the
Company).
  (c)           So
long as no Event of Default has occurred and is continuing and none of the
Existing Debt Agreements remain in effect, the Subsidiary Guarantee of any
Subsidiary Guarantor (together with any rights of contribution, subrogation or
other similar rights against such Subsidiary Guarantor) shall be deemed to be
released from all obligations under this Article 11 (without any further action
by the Trustee or the Holders) only upon
  (i):
  (A) the
sale or other disposition of such Subsidiary Guarantor (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 which is
not the Company or another Subsidiary Guarantor; and
  (B) if
applicable, such Subsidiary Guarantor (or, to the extent such Subsidiary
Guarantor is not the continuing corporation, the resulting, surviving or
transferee Person in accordance with Section 5.04) is simultaneously and
unconditionally released from its obligations in respect of any other
Indebtedness of the Company or any other Subsidiary Guarantor.
  (d)           Each
Subsidiary Guarantor shall also be deemed released from all its obligations
under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee
will terminate upon the discharge of the Notes pursuant to the provisions of
Article VIII hereof.
  76
 SECTION
11.06                                           Release and
Discharge. Any
other term or provision of this Indenture to the contrary notwithstanding, the
maximum aggregate amount of the Guaranteed Obligations Guaranteed hereunder by
each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby
Guaranteed without rendering this Indenture, as it relates to such Subsidiary
Guarantor, voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.
  (a)           So
long as no Event of Default has occurred and is continuing and any of the
Existing Debt Agreements remain in effect, the Subsidiary Guarantee of any
Subsidiary Guarantor (together with any rights of contribution, subrogation or
other similar rights against such Subsidiary Guarantor) shall be deemed to be
released from all obligations under this Article 11 (without any further action
by the Trustee or the Holders) only upon
  (i):
  (A) the
sale or other disposition of such Subsidiary Guarantor (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 which is
not the Company or a Restricted Subsidiary;
  (B) all
applicable provisions of the Existing Debt Agreements have been fully complied
with; and
  (C) such
Subsidiary Guarantor is simultaneously and unconditionally released from its
obligations in respect of any other Indebtedness of the Company or any other
Restricted Subsidiary; or
  (ii) the
Company designates such Subsidiary Guarantor as an Unrestricted subsidiary in
compliance with the terms of the Existing Debt Agreements.
  At the
request and at the expense of the Company, the Trustee shall execute and deliver
an appropriate instrument evidencing such release (in the form provided by the
Company).
  (b)           So
long as no Event of Default has occurred and is continuing and none of the
Existing Debt Agreements remain in effect, the Subsidiary Guarantee of any
Subsidiary Guarantor (together with any rights of contribution, subrogation or
other similar rights against such Subsidiary Guarantor) shall be deemed to be
released from all obligations under this Article 11 (without any further action
by the Trustee or the Holders) only upon
  (i):
  (A) the
sale or other disposition of such Subsidiary Guarantor (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 which is
not the Company or a Restricted Subsidiary; and
  (B) if
applicable, such Subsidiary Guarantor (or, to the extent such Subsidiary
Guarantor is not the continuing corporation, the resulting, surviving or
transferee Person) is simultaneously and unconditionally released from its
obligations in respect of any other Indebtedness of the Company or any other
Subsidiary Guarantor.
  77
 Each
Subsidiary Guarantor shall also be deemed released from all its obligations
under this Indenture and its Subsidiary Guarantee and such Guarantee will
terminate upon the discharge of the Notes pursuant to the provisions of Article
8 hereof.
  SECTION
11.07                                           Right of
Contribution .  Each
Subsidiary Guarantor hereby agrees that to the extent that any Subsidiary
Guarantor shall have paid more than its proportionate share of any payment made
on the obligations under the Subsidiary Guarantees, such Subsidiary Guarantor
shall be entitled to seek and receive contribution from and against the Company
or any other Subsidiary Guarantor who has not paid its proportionate share of
such payment.  The provisions of this Section 11.03 shall in no
respect limit the obligations and liabilities of each Subsidiary Guarantor to
the Trustee and the Holders and each Subsidiary Guarantor shall remain liable to
the Trustee and the Holders for the full amount Guaranteed by such Subsidiary
Guarantor hereunder.
  ARTICLE
12
 SECURITY
AND SECURITY TRUSTEE
  SECTION
12.01                                           Collateral and Security
Agreements.
  (a)           The
Company 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 fifth-ranking pledge of shares of
CME NV and CME BV (the “Pledged
Shares”) and (ii) a fifth-ranking assignment of the Company’s rights
under the Framework Agreement (together with the Pledged Shares, the “Collateral”).  The
share pledges in respect of the Pledged Shares are referred to as the “Share
Pledges” and, together with the assignment agreement evidencing the
fifth-ranking assignment of rights under the Framework Agreement, are referred
to as the “Security
Agreements.”  Subject to the terms of the Security Agreements
and this Indenture, the Company is permitted to pledge the Collateral in
connection with future Indebtedness of the Company or its Restricted
Subsidiaries, including any Additional Notes, secured in compliance with this
Indenture and on terms consistent with the relative priority of such
Indebtedness and the Trustee and the Security Trustee may enter into one or more
additional or amended intercreditor agreements in connection with any such
future pledge of the Collateral. The rights and obligations of the parties
hereunder with respect to the Collateral are subject to the provisions of the
Intercreditor Agreement.
  So long as no Event of Default has
occurred and is continuing and any of the Existing Debt Agreements remain in
effect, any Share Pledge will be released only if (A)(i) 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 Company
or a Restricted Subsidiary of the Company and (ii) all related applicable
provisions of the Existing Debt Agreements have been fully complied with, and
(iii) all other security interests in respect of such Subsidiary’s Capital Stock
securing the Indebtedness of the Company or a Restricted Subsidiary are released
or (B) the Company redesignates the Subsidiary whose Capital Stock is pledged as
an Unrestricted Subsidiary in compliance with the terms and conditions of the
Existing Debt Agreements.
  78
 So long as no Event of Default has
occurred and is continuing and none of the Existing Debt Agreements remain in
effect, any Share Pledge will be released only if (A)(i) 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 Company
or a Subsidiary Guarantor and (ii) if applicable, all other security interests
in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the
Company or any Subsidiary Guarantor are released.
  All of
the Collateral shall be released upon the discharge of the Notes in accordance
with Article VIII of this Indenture.
  Each Noteholder by accepting a Note
shall be deemed to have authorized and directed each of the Trustee and the
Security Trustee to execute the Intercreditor Agreement.  Each
Noteholder by accepting a Note consents and agrees to the terms of the Security
Agreements and the Intercreditor Agreement (including, without limitation, the
provisions providing for foreclosure and release of Collateral) as the same may
be in effect or may be amended from time to time in accordance with their terms
and authorizes the Trustee and the Security Trustee to perform their respective
obligations and exercise their respective rights thereunder in accordance
therewith and appoints the Trustee as his attorney-in-fact for such purpose,
including, in the event of any liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors or marshaling of assets
of any Subsidiary Guarantor tending towards liquidation or reorganization of the
business and assets of any Subsidiary Guarantor, the immediate filing of a claim
for the unpaid balance under its Subsidiary Guarantee obligations in the form
required in said proceedings to cause said claim to be approved, provided that
it is expressly understood that the Trustee shall not be required to exercise
any such rights as attorney for any Holders of Notes unless instructed to do so
in accordance with Section 7.07.
  (b)           Each
Holder by accepting a Note shall be deemed to appoint the Security Trustee to
act as its trustee and representative in connection with the Collateral, the
Security Agreements and the Intercreditor Agreement and authorizes the Security
Trustee (acting only at the direction of the Trustee) to exercise such rights,
powers and discretions as are specifically delegated to the Security Trustee by
the terms hereof and together with all rights, powers and discretions as are
reasonably incidental thereto or necessary to give effect to the trusts hereby
created and each Noteholder 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
Agreement and the Intercreditor Agreement and to deal with any formalities in
relation to the perfection of any security created by such Security Agreements
(including, inter alia, entering into such other documents as may be necessary
to such perfection).
  (c)           The
Security Trustee declares that it shall hold the Collateral in trust for the
Holders of Notes and the Trustee on the terms contained in this Indenture and in
the Security Agreements.
  79
 Each Holder by accepting a Note shall
be deemed to agree that the Security Trustee shall have only those duties,
obligations and responsibilities and such rights and protections as expressly
specified in this Indenture, the Security Agreements and the Intercreditor
Agreement (and no others shall be implied).
  (d)           The
Security Trustee agrees that it will hold the security interests in the
Collateral created under any Security Agreement 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 Agreements.
  (f)           Beyond
the exercise of reasonable care in the custody thereof, the Security Trustee
shall have no duty as to any Collateral in its possession or control or in the
possession or control of any agent or bailee or any income thereon or as to
preservation of rights against prior parties or any other rights pertaining
thereto and the Security Trustee shall not be responsible for filing any
financing or continuation statements or recording any documents or instruments
in any public office at any time or times or otherwise perfecting or maintaining
the perfection of any security interest in the Security. The Security Trustee
shall be deemed to have exercised reasonable care in the custody of the
Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which it accords its own property and shall not be
liable or responsible for any loss or diminution in the value of any of the
Collateral by reason of the act or omission of any carrier, forwarding agency or
other agent or bailee selected by the Security Trustee in good
faith.
  (g)           Subject
to the Intercreditor Agreement, the Notes are secured by Liens that rank junior
under local law to the Existing Debt Agreements, but, pursuant to the
Intercreditor Agreement, the parties thereto have agreed that the Notes shall
rank pari passu in relation to the application or right in and priority of
payment of any enforcement proceeds to the security interests securing the
Existing Debt Agreements, which are all secured by the same
Collateral.
  (h)           Each
Noteholder by accepting a Note and the related Subsidiary Guarantees agrees that
enforcement of the Collateral is subject to certain limitations to the extent
and in the manner provided in the Intercreditor Agreement and that the order of
application of any enforcement proceeds means that Holders of Notes shall
receive enforcement proceeds, if any.  After first being applied in
paying all proper costs, charges and expenses incurred by Secured Parties (as
defined in the Intercreditor Agreement) in enforcing against the Collateral or
collecting the proceeds thereof.  Each Noteholder, by accepting a
Note, shall be deemed to have agreed to and accepted the terms and conditions of
the Intercreditor Agreement.  A copy of the Intercreditor Agreement
shall be available on any Business Day upon prior written request at the offices
of the Trustee.
  80
 SECTION
12.02                                           Responsibilities of Security
Trustee.
  (a)           Upon
the occurrence of an Event of Default, the Security Trustee shall take such
action as requested by written instructions of the Trustee under this Indenture,
provided that such
action does not contradict applicable law or subject the Security Trustee to any
liability under applicable
law.  In this regard, the Security Trustee shall be entitled to rely
and act upon, and shall be fully protected in relying and acting upon, any note,
writing, resolution, notice, consent, certificate, request, demand, direction,
instruction, waiver, receipt, agreement, affidavit, letter, cablegram, telegram,
telecopy, telex or teletype message, statement, order or written document or
written communication reasonably believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel and other experts retained or employed by the
Security Trustee in its reasonably discretion.
  (b)           The
Security Trustee shall be deemed to have actual, constructive, direct or
indirect knowledge or notice of the occurrence of any Event of Default only upon
receipt by the Security Trustee of a written notice or a certificate from the
Trustee, stating that an Event of Default has occurred.  The Security
Trustee shall have no obligation whatsoever either prior to or after receiving
such written notice or certificate to inquire whether an Event of Default has in
fact occurred and shall be entitled to rely conclusively, and shall be fully
protected in so relying, on any notice or certificate so furnished to
it.
  (c)           The
Security Trustee shall remit according to the written instructions of the
Trustee any proceeds recovered from enforcement of the Security
Agreements.
  (d)           The
Security Trustee shall take such other actions requested by the Trustee in
accordance with this Indenture.
  SECTION
12.03                                           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 Company 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 Company 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
12.04                                           Trustee May
Perform
  If the
Security Trustee shall refuse or be incapable of performing any right or remedy
provided for in this Indenture, the Trustee may, but shall not be obligated to
take such actions, or cause such actions to be taken, on behalf of the Security
Trustee as appropriate to protect the interests of the Trustee, the Security
Trustee or the Holders of the Notes from time to time hereunder, and shall be
entitled, in addition to the rights of the Security Trustee to all of the
immunity, indemnity and reimbursement provisions hereof to which the Security
Trustee would be entitled, regardless of any prior act or omission by the
Security Trustee.
  81
 SECTION
12.05                                           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 Company.  The
Company 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
Agreements.
  SECTION
12.06                                           Indemnification:
Disclaimers, etc.
  The
Security Trustee shall be entitled to be indemnified in accordance with the
provisions of Section 7.07 on the same terms as the Trustee.
  Without
prejudice to any other provision of this Article 12, the Security Trustee and
the Company agree that the Trustee shall have no liability to the Security
Trustee or the Company (whether sounding in tort, contract or otherwise)
hereunder except in its capacity as Trustee under, and as provided for in, this
Indenture.
  SECTION
12.07                                           Illegality; No
inconsistency
  Nothing
in this Indenture or the Security Agreements 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
12.08                                           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 Agreements to the Trustee or as it may direct or to a
Paying Agent for distribution to Holders of the Notes) and shall not be charged
with the knowledge of existence of facts that prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee or an officer of the Security Trustee
within the department of the Security Trustee responsible for administering the
security created by the Security Agreements receives notice in writing
satisfactory to it that payments may not be made under this Article
12.
  SECTION
12.09                                           Parallel
Debt
  For the purpose of this Section
12.09, "Principal Debt
Obligations" means payment obligations of the Company and the Subsidiary
Guarantors under the Indenture and the Notes.
 
 (a)           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 Company and CME NV under or pursuant to the Share Pledges, the
Company 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”).
  82
 (b)           The
Company, the Subsidiary Guarantors and the Security Trustee acknowledge that (i)
for this purpose, the Parallel Debt constitutes undertakings, obligations and
liabilities of the
Company 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 Company 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.
  (c)           Every
payment of monies made by the Company or by the Subsidiary Guarantors to the
Security Trustee shall (conditionally upon such payment not subsequently being
avoided or reduced by virtue of any provisions or enactments relating to
bankruptcy, insolvency, liquidation or similar laws of general application) be
in satisfaction pro tantoof the covenant by the Company and the Subsidiary Guarantors contained in
Section (b), 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 (b) from the Company or the Subsidiary
Guarantors and each of the Company and the Subsidiary Guarantors shall remain
liable to satisfy such Parallel Debt and such Parallel Debt shall be deemed not
to have been discharged.
  (d)           Notwithstanding
any of the other provisions of this Section 12.09:
  (1)           the
total amount due and payable as Parallel Debt under this Section 12.09 shall be
decreased to the extent that, and at the same time as, the Company and/or the
Subsidiary Guarantors shall have paid any amounts to reduce the outstanding
Principal Debt Obligations; and
  (2)           to
the extent that, and at the same time as, the Company 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.
  (e)           For
the avoidance of doubt, in the event that the Company 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 Company and the Subsidiary Guarantors
shall, at the same time, be deemed in default in respect of its obligations
under the Parallel Debt.
  (f)           The
terms of this Section 12.09 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
12.09.
  83
 
 Article
13
 Miscellaneous
  SECTION
13.01                                           No Personal Liability of
Directors, Officers, Employees, Incorporators or Shareholders . No
director, officer, employee, incorporator or shareholder of the Company, or any
of its Subsidiaries, as such, shall have any liability for any obligations of
the Company or any of its Subsidiaries under the Notes, this Indenture or the
Subsidiary Guarantees herein or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.
  SECTION
13.02                                           Notices .  Any
notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows:
   if
      to the Company:
 Central
      European Media Enterprises Ltd.c/o
      CME Development CorporationAldwych
      House81
      AldwychLondon
      WC2B 4HNUnited
      KingdomAttention:  General
      CounselFacsimile
      no.: +44 20 7430 5403with
      a copy to:Katten
      Muchin Rosenman LLP575
      Madison AvenueNew
      York, NY 10022-2585USAAttention:
      Robert L. Kohl, Esq.Facsimile
      no.: +1 212-940-8776
  if to Central
      European Media Enterprises N.V.
  Central
      European Media Enterprises N.V.Schottegatweg
      Oost 44WillemstadCuracaoNetherlands
      Antilles.Attention:  General
      CounselFacsimile
      no.: +44 20 7430 5403with
      a copy to the Company (as specified above) and
  to:
  84
 Katten
      Muchin Rosenman LLP575
      Madison AvenueNew
      York, NY 10022-2585USAAttention:
      Robert L. Kohl, Esq.Facsimile
      no.: +1 212-940-8776
  if
      to CME Media Enterprises
B.V.:
 CME
      Media Enterprises B.V.Dam
      5B1012
      JS AmsterdamThe
      NetherlandsAttention:  General
      CounselFacsimile
      no.: +44 20 7430 5403with
      a copy to the Company (as specified above) and to:Katten
      Muchin Rosenman LLP575
      Madison AvenueNew
      York, NY 10022-2585USAAttention:
      Robert L. Kohl, Esq.Facsimile
      no.: +1 212-940-8776
  if
      to the Trustee or Security Trustee:
  The
      Bank of New York101
      Barclay Street, Floor 8-W, New York, NY 10286Attention:
      Corporate Trust Services
 The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.
  Any
notice or communication mailed to a Noteholder shall be mailed to the Noteholder
at the Noteholder’s address as it appears on the Register of the Registrar and
shall be sufficiently given if so mailed within the time
prescribed.
  Failure
to mail a notice or communication to a Noteholder or any defect in it shall not
affect its sufficiency with respect to other Noteholders.  If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.
  Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
  85
 
 Notwithstanding
any other provision of this Indenture or any Note, where this Indenture or any
Note provides for notice of any event to a Holder of a Global Note (whether by
mail or otherwise), such notice shall be sufficiently given if given to the
Depositary for such Note (or its designee), pursuant to the customary procedures
of such Depositary, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such
notice.
  SECTION
13.03                                           Communication by Noteholders
with Other Noteholders .  Noteholders
may communicate pursuant to TIA § 312(b) with other Noteholders with respect to
their rights under this Indenture or the Notes.  The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA §
312(c).
  SECTION
13.04                                           Certificate and Opinion as
to Conditions Precedent .  Upon
any request or application by the Company or any Subsidiary Guarantor to the
Trustee to take or refrain from taking any action under this Indenture, the
Company or any Subsidiary Guarantor shall furnish to the Trustee:
  (a)           an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with; and
  (b)           an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have
been complied with.
  SECTION
13.05                                           Statements Required in
Certificate or Opinion .  Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:
  (a)           a
statement that the individual making such certificate or opinion has read such
covenant or condition;
  (b)           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;
  (c)           a
statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with;
and
  (d)           a
statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with.
  In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion 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 as to such matters
in one or several documents.
  86
 Any
certificate or opinion of an Officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate of opinion of, or representations
by, counsel.  Any such certificate or Opinion of Counsel may be based,
and may state that it is so based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an Officer or Officers
of the Company.
  Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions, notices or other instruments under
this Indenture, they may, but need not, be consolidated and form one
instrument.
  SECTION
13.06                                           When Notes
Disregarded .  In
determining whether the Noteholders of the required aggregate principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company shall be disregarded
and deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Notes which a Trust Officer of the Trustee knows are so owned
shall be so disregarded. Subject to the foregoing, only Notes outstanding at the
time shall be considered in any such determination.
  SECTION
13.07                                           Rules by Trustee, Paying
Agent, Conversion Agent and Registrar .  The
Trustee may make reasonable rules for action by or a meeting of
Noteholders.  The Registrar, the Paying Agent and the Conversion Agent
may make reasonable rules for their functions.
  SECTION
13.08                                           Reserved .
  SECTION
13.09                                           Governing
Law .  THIS
INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN AS
PROVIDED IN SECTION 12.09.
  SECTION
13.10                                           No Interpretation of or by
Other Agreements .  This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other
Person.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.
  SECTION
13.11                                           Successors . All
agreements of the Company and the Subsidiary Guarantors in this Indenture, the
Notes and the Subsidiary Guarantees shall bind its successors.  All
agreements of the Trustee in this Indenture shall bind its
successors.
  SECTION
13.12                                           Multiple
Originals .  The
parties may sign any number of copies of this Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.  One signed copy is enough to prove this
Indenture.
  SECTION
13.13                                           Table of Contents;
Headings .  The
table of contents, cross-reference sheet and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.
  87
 SECTION
13.14                                           Indenture and Notes Solely
Corporate Obligations .  No
recourse for the payment of the principal of or interest on any Notes or for any
claim based upon any Notes or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture or in any Notes or because of the
creation of any indebtedness represented thereby shall be had against any
incorporator, shareholder, member, manager, employee, partner, agent, officer,
director or subsidiary, as such, past, present or future, of the Company or any
of the Company’s subsidiaries or of any successor thereto, either directly or
through the Company or any of the Company’s subsidiaries or any successor
thereto, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes.
  SECTION
13.15                                           Severability .  In
case any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby and such
provision shall be ineffective only to the extent of such invalidity, illegality
or unenforceability.
  SECTION
13.16                                           Benefits of
Indenture .  Nothing
in this Indenture or in the Notes, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the Holders of
Notes, any benefit or any legal or equitable right, remedy or claim under this
Indenture or the Notes.
  SECTION
13.17                                           Calculations .  Except
as otherwise provided herein, the Company shall be responsible for making all
calculations called for under this Indenture, the Notes and the Subsidiary
Guarantees.  The Company or its agents shall make all such
calculations in good faith and, absent manifest error, its
calculations will be final and binding on the Holders.  The Company
upon request shall provide a schedule of its calculations to each of the Trustee
and the Conversion Agent, and each of the Trustee and the Conversion Agent shall
be entitled to rely conclusively upon the accuracy of the Company’s calculations
without independent verification.  The Trustee or the Conversion
Agent, as applicable, shall deliver a copy of such schedule to any Holder upon
the request of such Holder.
  SECTION
13.18                                           Currency
Indemnity .  The
U.S. dollar is the sole currency of account and payment for all sums payable by
the Company, or any Subsidiary Guarantor, under the Indenture.  Any
amount received or recovered in a currency other than U.S. dollar in respect of
the Notes or any Subsidiary Guarantee (whether as a result of, or the
enforcement of, a judgment or order of a court of any jurisdiction, in the
winding-up or dissolution of the Company, any Subsidiary Guarantor or otherwise)
by the holder in respect of any sum expressed to be due to it from the Company
or any Subsidiary Guarantor will constitute a discharge of the Company only to
the extent of the U.S. dollar 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 that U.S.
dollar amount is less than the U.S. dollar amount expressed to be due to the
recipient under any Note, or any Subsidiary Guarantee, the Company or the
Subsidiary Guarantors will indemnify the recipient against any loss sustained by
it as a result.  In any event the Company will indemnify the recipient
against the cost of making any such purchase.
  88
 For the purposes of this indemnity, it
will be sufficient for the Holder to certify that it would have suffered a loss
had an actual purchase of U.S. dollar been made with the amount so received in
that other currency on the date of receipt or recovery (or, if a purchase of
U.S. dollar 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 Company and the
Subsidiary Guarantors, will give rise to a separate and independent cause of
action, will apply irrespective of any waiver granted by any holder and will
continue in full force and effect despite any other judgment, order, claim or
proof for a liquidated amount in respect of any sum due under any Note or any
Subsidiary Guarantee or any other judgment or order.
  SECTION
13.19                                           Consent to Jurisdiction and
Service of Process .  The
Company and the Subsidiary Guarantors will each irrevocably appoint CT
Corporation as its respective agent for service of process in any suit, action
or proceeding with respect to this Indenture, the Notes and the Subsidiary
Guarantees, as the case may be, brought in any federal or state court located in
the Borough of Manhattan of New York City and that each of the parties submit to
the jurisdiction thereof.  If for any reason CT Corporation is unable
to serve in such capacity, the Company and the Subsidiary Guarantors shall
appoint another agent reasonably satisfactory to the Trustee.
      [Signature Page
Follows]
  
 89
 
 IN
WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as
of the date first written above.
  CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD., as CompanyBy:
              /s/ Michael
      GarinName:
              Michael
      GarinTitle:
              Chief
      Executive OfficerCENTRAL
      EUROPEAN MEDIA ENTERPRISES N.V., as Subsidiary
GuarantorBy:
              /s/ Michael
      GarinName:
              Michael
      GarinTitle:
              Managing
      DirectorCME
      MEDIA ENTERPRISES B.V., as Subsidiary GuarantorBy:
              /s/ Michael
      GarinName:
              Michael
      GarinTitle:
              Managing
      DirectorTHE
      BANK OF NEW YORK, as TrusteeBy:
              /s/ Jason
      BlondellName:
              Jason
      BlondellTitle:
              Authorised
      SignatoryTHE
      BANK OF NEW YORK, as Security TrusteeBy:
              /s/ Jason
      BlondellName:
              Jason
      BlondellTitle:
              Authorised
      Signatory
  90
 
 EXHIBIT
A
  [FORM
OF FACE OF NOTE]
  [Global
Notes Legend]
  UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
  TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.
  [Restricted
Notes Legend]
  THE
SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE
HOLDER: (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT OF 1933; (2) AGREES THAT IT WILL NOT PRIOR
TO THE DATE ONE YEAR AFTER THE LATER OF THE DATE OF ORIGINAL ISSUANCE OF THIS
NOTE AND SUBSIDIARY GUARANTEES AND THE LAST SUBSEQUENT ISSUANCE OF THE NOTES AND
THE SUBSIDIARY GUARANTEES, IF ANY, OF CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(THE “COMPANY”) RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR
THE SHARES OF CLASS A COMMON STOCK THAT MAY BE ISSUABLE UPON CONVERSION OF SUCH
SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED OR BECOME EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO
ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
INCLUDING UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE COMPANY AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND
THE TRUSTEE; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO
CLAUSES 2(C) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.
  
 A-F-1
  No.__________ $__________
  3.50%
Senior Convertible Note due 2013
  CUSIP
No.: __________ Common Code: _________
  Central
European Media Enterprises Ltd., a company limited by shares incorporated under
the laws of Bermuda, promises to pay to [______________________], or
its registered assigns, the principal sum of __________, Dollars [, or such lesser amount as is
indicated in the records of the Trustee and the Depositary,]* on March 15, 2013 and to pay interest
thereon from March 10, 2008, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on March 15 and
September 15 of each year, commencing September 15, 2008, at the rate of 3.50%
per annum, until the principal hereof is paid or made available for
payment.  The interest so payable on any Interest Payment Date will,
as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at 5:00 p.m., New York City time,
on the Regular Record Date with respect to such Interest Payment Date, which
shall be [the last Business Day prior to the applicable Interest Payment
Date]* [March 1 and
September 1 preceding the applicable March 15 and September 15 Interest Payment
Date, respectively]**.  Any
such interest not so punctually paid, if such nonpayment continues for a period
of 30 calendar days, will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
(or one or more predecessor Notes) is registered at 5:00 p.m., New York City
time, on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Notes not less
than ten calendar days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture
(as defined on the reverse hereof).
  Interest
on the Notes will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.  The amount of interest payable for a period
that is less than a whole month will be calculated on the basis of the actual
number of days elapsed during such less than whole-month period divided by
360.  If a payment date is not a Business Day, payment will be made on
the next succeeding Business Day, and no additional interest will accrue in
respect of such payment by virtue of the payment being made on such later
date.
  Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as though
fully set forth at this place.
  This Note
shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly
authorized authenticating agent under the Indenture.
  
 * Include
for Global Notes.
 ** Include
for Certificated Notes.
  A-F-2
 
 IN
WITNESS WHEREOF, Central European Media Enterprises Ltd. has caused this
instrument to be duly executed.
  CENTRAL
      EUROPEAN MEDIA ENTERPRISES LTD.By:Name:Title:Dated:
 
 
 TRUSTEE’S
      CERTIFICATE OF AUTHENTICATIONTHE
      BANK OF NEW YORK,
                as
      Trustee, certifies that this is one of the Notes referred to in the
      Indenture.By:Authorized
      Signatory
  A-F-3
 [FORM
OF REVERSE SIDE OF NOTE]
  3.50%
Senior Convertible Note due 2013
  CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD., a company limited by shares incorporated under
the laws of Bermuda, (such company, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the “Company”), issued
this Note under an Indenture dated as of March 10, 2008 (as it may be amended or
supplemented from time to time in accordance with the terms thereof, the
“Indenture”), among the Company, Central European Media Enterprises N.V., a
company organized under the laws of The Netherlands Antilles and CME Media
Enterprises B.V., a company organized under the laws of The Netherlands, as the
Subsidiary Guarantors, and The Bank of New York, as Trustee and Security
Trustee, to which reference is hereby made for a statement of the respective
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders and of the terms upon which the Notes are, and are to
be, authorized and delivered.  The terms of the Notes include those
stated in the Indenture.  Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the
Indenture.  The Notes are subject to all such terms, and Noteholders
are referred to the Indenture.  This Note is one of the Notes referred
to in the Indenture initially issued in an aggregate principal amount of
$475,000,000.  An additional aggregate principal amount of Notes may
be issued from time to time as Additional Notes in accordance with Section 2.14
of the Indenture.
  1.
              Further Provisions
      Relating to Interest
  (a)           Additional
Interest.  The Holder of this Note shall be entitled to receive
Additional Interest as and to the extent provided in the Indenture and that
certain Registration Rights Agreement, dated as of March 10, 2008, between the
Company and the Initial Purchasers.
  (b)           Reporting Additional
Interest.  The Holder of this Note shall be entitled to receive
Reporting Additional Interest as and to the extent provided in the
Indenture.
  2.
              Additional
      Amounts
  All
payments made by the Company or a Subsidiary Guarantor or any other Payor under,
or with respect to, this Note or a 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 certain
Taxes imposed or levied by or in accordance with Section 4.11 of the Indenture,
the Payor will pay such Additional Amounts as may be necessary so that the net
amount received by each holder of this Note (including Additional Amounts) after
such withholding or deduction will not be less than the amount such holder would
have received if such Taxes had not been required to be withheld or deducted,
subject to certain exceptions specified in the Indenture.
  A-R-1
 Upon
request, the Company 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
Company will pay interest on the Notes (except Defaulted Interest) to the
Persons who are registered Holders of Notes at 5:00 p.m., New York City time, on
the Regular Record Date with respect to the applicable Interest Payment Date
even if Notes are canceled after the Regular Record Date and on or before the
Interest Payment Date, except as otherwise provided in the
Indenture.  Holders must surrender Notes to a Paying Agent to collect
principal payments.  The Company will pay principal and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts.
  The
Company shall pay interest on:
  (i) any
Global Notes by wire transfer of immediately available funds to the account of
the Depositary or its nominee,
  (ii) any
Notes in certificated form having a principal amount of less than $2,000,000, by
check mailed to the address of the Holder of such Notes as it appears in the
Register, provided, however, that at maturity interest will be payable at the
office of the Company maintained by the Company for such purposes, which shall
initially be an office or agency of the Trustee (as defined below),
and
  (iii) any
Notes in certificated form having a principal amount of $2,000,000 or more, by
wire transfer in immediately available funds at the election of the Holder of
such Notes duly delivered to the Trustee at least five Business Days prior to
the relevant Interest Payment Date, provided, however, that at maturity interest
will be payable at the office of the Company maintained by the Company for such
purposes in New York City, which shall initially be an office or agency of the
Trustee.
  4.
              Paying Agent and
      Registrar
  Initially,
The Bank of New York (the “Trustee”) will act as Security Trustee, Paying Agent,
Registrar and Conversion Agent.  The Company may appoint and change
any Paying Agent, Registrar or co-registrar or Conversion Agent without
notice.  The Company or any of its domestically organized Wholly Owned
Subsidiaries may act as Paying Agent or Registrar or co-registrar.
  5.
              Ranking
  This Note
is a general senior, secured obligation of the Company and, subject to the
Intercreditor Agreement, ranks equal in right of payment with all of the
Company’s existing and future senior Indebtedness.  This Note ranks
senior to any of the Company’s existing or future Indebtedness that is expressly
subordinated to this Note.
  A-R-2
 6.
                Guarantees
 This Note
is guaranteed by the Subsidiary Guarantors, which as of the Closing Date (as
defined in the Indenture) are Central European Media Enterprises N.V. and CME
Media Enterprises B.V.
  7.
              Security.
  This Note
is secured by a fifth-ranking security interest in the shares of the Subsidiary
Guarantors and certain contractual rights of the Company, subject to the
Intercreditor Agreement.  The collateral securing this Note may be
pledged in favor of additional Indebtedness in the future.  The
security granted in favor of the holder of this Note may be released in certain
circumstances as provided in the Indenture.
  8.
              Redemption
  The Notes
will not be redeemable at the option of the Company prior to the Maturity
Date.
  9.
              Repurchase at the
      Option of NoteholdersUpon a Fundamental
      Change
  If a
Fundamental Change occurs at any time prior to maturity of the Notes, this Note
will be subject to a repurchase, at the option of the Holder, on a Fundamental
Change Repurchase Date, specified by the Company, that is not less than 20
Business Days nor more than 35 Business Days after the date of the Company
Repurchase Notice related to such Fundamental Change, at a repurchase price
equal to 100% of the principal amount hereof, together with accrued and unpaid
interest on this Note to, but excluding, the Fundamental Change Repurchase Date;
provided that if such Fundamental Change Repurchase Date falls after a Regular
Record Date and on or prior the corresponding Interest Payment Date, the accrued
and unpaid interest shall be payable on such Interest Payment Date to the Holder
of record of this Note on the applicable Regular Record Date instead of the
Holder surrendering the Note for repurchase on such date.  For Notes
to be so repurchased at the option of the Holder, the Holder must deliver to the
Paying Agent in accordance with the terms of the Indenture, the Repurchase
Notice containing the information specified by the Indenture, together with such
Notes, duly endorsed for transfer, or (if the Notes are Global Notes) book-entry
transfer of the Notes, prior to 5:00 p.m., New York City time, on the Business
Day immediately preceding the Fundamental Change Repurchase Date.
  Holders
have the right to withdraw any Repurchase Notice by delivering to the Paying
Agent a written notice of withdrawal at any time prior to 5:00 p.m., New York
City time, on the Business Day immediately preceding the Fundamental Change
Repurchase Date, all as provided in the Indenture.
  10.
              Conversion
  Subject
to and upon compliance with the provisions of the Indenture, the Holder hereof
has the right, at its option, to convert each $1,000 principal amount of this
Note based on an initial
Conversion Rate of 9.5238 shares of Class A Common Stock per $1,000 principal
amount of Notes, as the same may be adjusted pursuant to the terms of the
Indenture.  As specified in the Indenture, upon conversion, the
Company may deliver (i) shares of Class A Common Stock or (ii) cash and, if
applicable, shares of Class A Common Stock equal to the sum of the Daily
Settlement Amounts for each of the 25 Settlement Period Trading Days during the
applicable Conversion Period.
  A-R-3
 If and
only to the extent Holders elect to convert the Notes in connection with a
Non-Stock Change of Control, the Company will increase the Conversion Rate
applicable to such converting Notes in accordance with the
Indenture.
  If this
Note (or portion hereof) is surrendered for conversion after 5:00 p.m., New York
City time, on the Regular Record Date for an Interest Payment Date but prior to
the applicable Interest Payment Date, it shall be accompanied by payment, in
immediately available funds or other funds acceptable to the Company, of an
amount equal to the interest otherwise payable on such Interest Payment Date on
the principal amount being converted; provided that no such payment need be made
(i) with respect to conversions after 5:00 p.m., New York City time, on the
Regular Record Date immediately preceding the Maturity Date; (ii) with respect
to conversions in connection with a Fundamental Change and the Company has
specified a Fundamental Change Repurchase Date that is after a Regular Record
Date and on or prior to the corresponding Interest Payment Date; and (iii) with
respect to any overdue interest, if overdue interest exists at the time of
conversion with respect to such Notes.
  Accrued
and unpaid interest, if any, to the Conversion Date is deemed to be paid in full
upon receipt of the Conversion Settlement Amount rather than cancelled,
extinguished or forfeited.
  No
fractional shares will be issued upon any conversion of Notes, but an adjustment
and payment in cash will be made, as provided in the Indenture, in respect of
any fraction of a share which would otherwise be issuable upon the surrender of
any Note or Notes for conversion.
  A Note in
respect of which a Holder is exercising its right to require repurchase may be
converted only if such Holder validly withdraws its election to exercise such
right to require repurchase in accordance with the terms of the
Indenture.
  11.
              Denominations,
      Transfer, Exchange
  The Notes
are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000.  A Noteholder may transfer or exchange Notes in
accordance with the Indenture.  Upon any transfer or exchange, the
Registrar and the Trustee may require a Noteholder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture.
  12.
              Persons Deemed
      Owners
  The
registered Holder of this Note may be treated as the owner of it for all
purposes.
  A-R-4
 13.
                Unclaimed
      Money
 Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall
pay to the Company upon written request any money held by them for the payment
of principal or interest and any shares of Class A Common Stock or other
property due in respect of converted Notes that remains unclaimed for two years,
and, thereafter, Noteholders entitled to the money and/or securities must look
to the Company for payment as general creditors.
  14.
              Amendment,
      Waiver
  Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes
may be amended without prior notice to any Noteholder but with the written
consent or affirmative vote of the Holders of at least a majority in aggregate
principal amount of the outstanding Notes and (ii) any Default or Event of
Default may be waived with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Notes.  In
certain circumstances set forth in the Indenture, the Company, the Subsidiary
Guarantors and the Trustee may amend the Indenture or the Notes without the
consent of any Noteholder.
  15.
              Defaults and
      Remedies
  If an
Event of Default occurs (other than an Event of Default relating to certain
events of bankruptcy, insolvency or reorganization) and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the
outstanding Notes may declare the principal of and accrued but unpaid interest
on all the Notes to be due and payable, except as provided in the Indenture
(including special provisions for an Event of Default relating to the failure of
the Company to comply with its agreements in respect of periodic reporting under
Section 4.08(a) of the Indenture as set forth in Section 6.13 of the
Indenture).  If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization occurs, the principal of and interest
on all the Notes will become immediately due and payable without any declaration
or other act on the part of the Trustee or any Noteholders.  Under
certain circumstances, the Holders of a majority in aggregate principal amount
of the outstanding Notes may rescind and annul such declaration with respect to
the Notes and its consequences.  No reference herein to the Indenture
and no provision of this Note or of the Indenture shall impair, as among the
Company and the Holders of the Notes, the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein and in the Indenture prescribed or to convert the Note as provided in the
Indenture.
  16.
              Trustee Dealings with
      the Company
  Subject
to certain limitations, 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 and collect obligations owed to it by the Company or its Affiliates
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee.
  A-R-5
 
 17.           No Recourse Against
Others. No
director, officer, employee, or shareholder of the Company, any Subsidiary
Guarantor or any Restricted Subsidiary, as such, shall have any liability for
any obligations of the Company, 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.
  18.
              Authentication
  This Note
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Note.
  19.
              Abbreviations
  Customary
abbreviations may be used in the name of a Noteholder or an assignee, such as
TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
  20.
              GOVERNING
      LAW
  THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
  21.
              CUSIP, Common Code and
      ISIN Numbers
  Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP, Common Code and ISIN
numbers to be printed on the Notes and has directed the Trustee to use CUSIP,
Common Code and ISIN numbers in all notices issued to Noteholders as a
convenience to such Noteholders.  No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
such notice and reliance may be placed only on the other identification numbers
placed thereon.
  The
Company will furnish to any Noteholder upon written request and without charge
to the Holder a copy of the Indenture.
  A-R-6
 CONVERSION
NOTICE
  TO:           CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD. and THE BANK OF NEW YORK, as
Trustee
  The
undersigned registered owner of this Note hereby irrevocably exercises the
option to convert this Note, or the portion thereof (which is $1,000 or a
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Note and directs that (A) the (i) shares of Class
A Common Stock of Central European Media Enterprises Ltd. (the “Company”) or
(ii) cash and, if applicable, shares of Class A Common Stock deliverable at the
Company’s option in accordance with Section 10.12 of the Indenture upon such
conversion or for fractional shares and (B) any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered
Holder hereof unless a different name has been indicated below. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms
in the Indenture.  If shares of Class A Common Stock or any portion of
this Note not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all taxes or duties payable with respect thereto.  Any amount
required to be paid by the undersigned on account of interest accompanies this
Note.
  Dated:
      __________Signature(s)Signature(s)
      must be guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Registrar, which requirements include membership or
      participation in the Security Transfer Agent Medallion Program (“STAMP”)
      or such other “signature guarantee program” as may be determined by the
      Registrar in addition to, or in substitution for, STAMP, all in accordance
      with the Securities Exchange Act of 1934, as amended.Signature
      Guarantee
 
 
 
 
 Fill in
the registration of shares of Class A Common Stock, if any, if to be issued, and
Notes if to be delivered, and the person to whom cash, if any, and payment for
fractional shares is to be made, if to be made, other than to and in the name of
the registered Holder:
  Please
      print name and address(Name)(Street
      Address)(City,
      State and Zip Code)Principal
      amount to be converted
                (if
      less than all):$Social
      Security or Other Taxpayer
                Identification
      Number:
 
 NOTICE:
The signature on this Conversion Notice must correspond with the name as written
upon the face of the Notes in every particular without alteration or enlargement
or any change whatever.
  
 
 REPURCHASE
NOTICE
  TO:           CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD. and THE BANK OF NEW YORK, as
Trustee
  The
undersigned registered owner of this Note hereby irrevocably acknowledges
receipt of a notice from Central European Media Enterprises Ltd. (the “Company”)
regarding the right of Holders to elect to require the Company to repurchase the
Notes and requests and instructs the Company to repay the entire principal
amount of this Note, or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture at the price of 100% of such entire principal amount or portion
thereof, together with, except as provided in the Indenture, accrued and unpaid
interest to, but excluding, the Fundamental Change Repurchase Date to the
registered Holder hereof. Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Indenture.  The Notes
shall be repurchased by the Company as of the Fundamental Change Repurchase Date
pursuant to the terms and conditions specified in the Indenture.
  Dated:
      __________Signature(s)
 
 NOTICE:
The above signatures of the Holder(s) hereof must correspond with the name as
written upon the face of the Notes in every particular without alteration or
enlargement or any change whatever.
  Notes
Certificate Number (if applicable): __________
  Principal
amount to be repurchased
  (if less
than all, must be $1,000 or whole multiples thereof): __________
  Social
Security or Other Taxpayer Identification Number: __________
  
 ASSIGNMENT
  For value
received ____________________ hereby sell(s) assign(s) and transfer(s) unto
____________________ (Please insert social security or other Taxpayer
Identification Number of assignee) the within Notes, and hereby irrevocably
constitutes and appoints ____________________ attorney to transfer said Notes on
the books of the Company, with full power of substitution in the
premises.
  In
connection with any transfer of the Notes prior to the expiration of the holding
period applicable to sales thereof under Rule 144 under the Securities Act (or
any successor provision) (other than any transfer pursuant to a registration
statement that has become effective under the Securities Act), the undersigned
confirms that such Notes are being transferred:
  To
      Central European Media Enterprises Ltd. or a subsidiary thereof;
      or
  To
      a “qualified institutional buyer” in compliance with Rule 144A under the
      Securities Act of 1933, as amended;
or
  Pursuant
      to and in compliance with Rule 144 under the Securities Act of 1933, as
      amended; or
  Pursuant
      to a Registration Statement which has become effective under the
      Securities Act of 1933, as amended, and which continues to be effective at
      the time of transfer.
  Unless
one of the boxes is checked, the Trustee will refuse to register any of the
Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof.
  
 
 
 Dated:
      __________Signature(s)Signature(s)
      must be guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Registrar, which requirements include membership or
      participation in the Security Transfer Agent Medallion Program (“STAMP”)
      or such other “signature guarantee program” as may be determined by the
      Registrar in addition to, or in substitution for, STAMP, all in accordance
      with the Securities Exchange Act of 1934, as amended.Signature
      Guarantee
 
 NOTICE:
The signature on this Assignment must correspond with the name as written upon
the face of the Notes in every particular without alteration or enlargement or
any change whatever.
  
 EXHIBIT
B
  FORM
OF RESTRICTIVE LEGEND FOR
  CLASS
A COMMON STOCK ISSUED UPON CONVERSION
  THE
SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE
HOLDER: (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT OF 1933; (2) AGREES THAT IT WILL NOT PRIOR
TO THE DATE ONE YEAR AFTER THE LATER OF THE DATE OF ORIGINAL ISSUANCE OF THE
NOTE THAT WAS CONVERTED INTO THIS SECURITY (OR ANY PREDECESSOR THEREOF) AND THE
LAST SUBSEQUENT ISSUANCE OF A NOTE OF THE SAME SERIES AND THE RELATED SUBSIDIARY
GUARANTEES, IF ANY, OF CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (THE “COMPANY”)
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE SHARES OF
CLASS A COMMON STOCK THAT MAY BE ISSUABLE UPON CONVERSION OF SUCH SECURITY
EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED OR BECOME EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO
ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
INCLUDING UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE COMPANY AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND
THE TRUSTEE; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO
CLAUSES 2(C) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.