**Exhibit
      10.63**


**EXECUTION
      VERSION**





J.P.
      MORGAN SECURITIES LTD.




Central
      European Media Enterprises Ltd.




€150,000,000
      Senior Floating Rate Notes due 2014




Purchase
      Agreement




May
      9,
      2007




J.P.
      Morgan Securities Ltd.


125
      London Wall


London
      EC2Y 5AJ




Lehman
      Brothers International (Europe)


25
      Bank
      Street


London,
      E14 5LE, England





ING
      Bank
      N.V. London Branch


60
      London
      Wall


London,
      EC2M 5TQ








Ladies
      and Gentlemen:




Central
      European Media Enterprises Ltd., a Company organized under the laws of Bermuda
      (the “Company”), proposes to issue and sell to the several Initial
      Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for
      whom J.P. Morgan Securities Ltd. is acting as representative (the
“Representative”), (i) €150,000,000 Senior Floating Rate Notes due 2014
      (the “Notes”).  The Notes will be issued pursuant to an
      Indenture to be dated as of May****16, 2007 (the
“Indenture”) among the Company, and Central European Media Enterprises
      N.V. (**“**CME N.V.”) and CME Media Enterprises B.V.
      (**“**CME B.V.**”**) (collectively, the
“Guarantors”), The Bank of New York
      as security agent (the “Security
      Agent”),****and****BNY Corporate
      Trustee Services Limited****as trustee (the
“Trustee”), and will be guaranteed on a senior basis (the
      “Guarantees”) by the Guarantors.




The
      obligations of the Issuer under the Notes will be secured by (a) a pledge
      of the shares of CME N.V. and CME B.V. and (b) an assignment of the
      Issuer’s rights under the framework agreement by and between the Issuer and PPF
      (Cyprus) Ltd. (“PPF”) dated as of December 13, 2004 (the “Framework
      Agreement”).




The
      shares of CME N.V. and CME B.V. are collectively referred to as the Pledged
      Shares, and the Pledged Shares and the assignment of rights under the Framework
      Agreement are collectively referred to as the
“Collateral”.  The share pledges in respect of the Pledged
      Shares are referred to as the “Share Pledges” and, together with the
      assignment agreements evidencing the assignment of rights under the Framework
      Agreement, the “Security Documents”.




In
      connection with the offering of the Notes, the Security Agent, the Trustee
      and
      certain other parties will enter into an amended and restated intercreditor
      agreement (the “Intercreditor Agreement”). The Security Documents and the
      Intercreditor Agreement are hereinafter referred to as the “Finance
      Documents.”










The
      Notes
      will be sold to the Initial Purchasers without being registered under the U.S.
      Securities Act of 1933, as amended (the “Securities Act”), in reliance
      upon exemptions therefrom.  The Company has prepared a preliminary
      offering memorandum dated****May 9, 2007 (the “Preliminary
      Offering Memorandum”) and will prepare an offering memorandum dated the date
      hereof (the “Offering Memorandum”) setting forth information concerning
      the Company and its subsidiaries, the Notes and the
      Guarantees.  Copies of the Preliminary Offering Memorandum have been,
      and copies of the Offering Memorandum will be, delivered by the Company to
      the
      Initial Purchasers pursuant to the terms of this purchase agreement (this
“Agreement”).  The Company hereby confirms that it has
      authorized the use of the Preliminary Offering Memorandum, the Time of Sale
      Information (as defined below) and the Offering Memorandum in connection with
      the offering and resale of the Notes by the Initial Purchasers in the manner
      contemplated by this Agreement.  Capitalized terms used but not
      defined herein shall have the meanings given to such terms in the Preliminary
      Offering Memorandum.  References herein to the Preliminary Offering
      Memorandum and the Offering Memorandum shall be deemed to refer to and include
      any document incorporated by reference therein.




At
      4:30
      pm (BST) on May 9, 2007 (the “Time of Sale”), the following information shall
      have been prepared (collectively, the “Time of Sale Information”): the
      Preliminary Offering Memorandum, as supplemented and amended by the term sheets
      appended as Annex B hereto.




The
      Company will use the net proceeds of the Notes for general corporate purposes,
      including the potential purchase of additional ownership interests in its
      existing operations in Romania and Ukraine to the extent such opportunities
      arise.




The
      Company and each of the Guarantors hereby confirm their agreement with the
      several Initial Purchasers concerning the purchase and resale of the Notes,
      as
      follows:




1.           Purchase
        and Resale of the Notes.  (a)  The Company agrees to
        issue and sell the Notes to the several Initial Purchasers as provided in
        this
        Agreement, and each Initial Purchaser, on the basis of the representations,
        warranties and agreements set forth herein and subject to the conditions
        set
        forth herein, agrees, severally and not jointly, to purchase from the Company
        the respective principal amount of Notes at the purchase price set forth
        opposite such Initial Purchaser's name in Schedule 1 hereto.  The
        Company will not be obligated to deliver any of the Notes except upon payment
        for all the Notes to be purchased as provided herein.
  (b)           Each
        of the Company and the Guarantors understands that the Initial Purchasers
        intend
        to offer the Notes for resale on the terms set forth in the Time of Sale
        Information.  Each Initial Purchaser, severally and not jointly,
        represents, warrants and agrees that:


(i)           it
      is a qualified institutional buyer within the meaning of Rule 144A under the
      Securities Act (a “QIB”) and an accredited investor within the meaning of
      Rule 501(a) under the Securities Act;




(ii)           it
      has not solicited offers for, or offered or sold, and will not solicit offers
      for, or offer or sell, the Notes by means of any form of general solicitation
      or
      general advertising within the meaning of Rule 502(c) of Regulation D under
      the
      Securities Act (“Regulation D”) or in any manner involving a public
      offering within the meaning of Section 4(2) of the Securities Act;
      and




(iii)           it
      has not solicited offers for, or offered or sold, and will not solicit offers
      for, or offer or sell, the Notes as part of their initial offering
      except:




2





(A)           within
      the United States to persons whom it reasonably believes to be QIBs in
      transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”)
      and in connection with each such sale, it has taken or will take reasonable
      steps to ensure that the purchaser of the Notes is aware that such sale is
      being
      made in reliance on Rule 144A; or




(B)           in
      accordance with the restrictions set forth in Annex A hereto.




(c)           Each
      Initial Purchaser acknowledges and agrees that each of the Company and the
      Guarantors and, for purposes of the opinions to be delivered to the Initial
      Purchasers pursuant to Sections 0 and 0, counsel for the Company and the
      Guarantors and counsel for the Initial Purchasers, respectively, may rely upon
      the accuracy of the representations and warranties of the Initial Purchasers,
      and compliance by the Initial Purchasers with their agreements, contained in
      paragraph (b) above (including Annex A hereto), and each Initial Purchaser
      hereby consents to such reliance.




(d)           Each
      of the Company and the Guarantors acknowledges and agrees that the Initial
      Purchasers may offer and sell Notes to or through any affiliate of an Initial
      Purchaser and that any such affiliate may offer and sell Notes purchased by
      it
      to or through any Initial Purchaser.




(e)           Each
      of the Company and the Guarantors acknowledges and agrees that each Initial
      Purchaser is acting solely in the capacity of an arm's length contractual
      counterparty to the Company and the Guarantors with respect to the offering
      of
      Notes contemplated hereby (including in connection with determining the terms
      of
      the offering) and not as financial advisor or fiduciary to, or agent of, the
      Company, the Guarantors or any other person.  Additionally, the
      Initial Purchasers are not advising the Company, the Guarantors or any other
      person as to any legal, tax, investment, accounting or regulatory matters in
      any
      jurisdiction.  The Company and the Guarantors shall consult with their
      own advisors concerning such matters and shall be responsible for making their
      own independent investigation and appraisal of the transactions contemplated
      hereby, and the Initial Purchasers shall have neither any responsibility nor
      any
      liability to the Company or the Guarantors with respect thereto. Any review
      by
      the Initial Purchasers of the Company, the Guarantors, and the transactions
      contemplated hereby or other matters relating to such transactions will be
      performed solely for the benefit of the Initial Purchasers and shall not be
      on
      behalf of the Company, the Guarantors or any other person.




2.           Payment
      and Delivery.  (b)  The closing of the purchase of the
      Notes by the several Initial Purchasers will occur at the offices of Simpson
      Thacher &Bartlett LLP, One Ropemaker Street, London EC2Y 9HU at 9:00 A.M.,
      London time, on May 16, 2007, or at such other time or place on the same or
      such
      other date, not later than the fifth business day thereafter, as the
      Representative and the Company may agree upon in writing.  The time
      and date of such payment and delivery is referred to herein as the “Closing
      Date”.




(b)           The
      Notes sold within the United States to QIBs in reliance on Rule 144A will be
      represented by one or more global notes in registered form without interest
      coupons attached (the “144A Global Note”).  The Notes sold
      outside the United States in reliance on Regulation S under the Securities
      Act
      (“Regulation S”) will be represented by one or more global notes in
      registered form without interest coupons attached (together with the Rule 144A
      Global Note, the “Global Notes”).




(c)           Payment
      for the Notes shall be made by the Representative on behalf of the several
      Initial Purchasers in immediately available funds to a common depositary (the
      “Common Depositary”) for Euroclear Bank S.A./N.V. (“Euroclear”)
      and Clearstream Banking*société anonyme* (“Clearstream”) against
      delivery to the Common Depositary, for the account of the Initial Purchasers,
      of
      the Global Notes, with any transfer taxes payable in connection with the sale
      of
      the Notes duly paid by the Company.,




3




3.           Representations
      and Warranties of the Company and the Guarantors.  The Company,
      and the Guarantors jointly and severally represent and warrant to each Initial
      Purchaser that:




(a)           *Preliminary*
      O*ffering Memorandum, Time of Sale Information and Offering
      Memorandum*.  The Preliminary Offering Memorandum, as of its date,
      did not, the Time of Sale Information, at the Time of Sale, did not, and the
      Offering Memorandum, as of its date and as of the Closing Date, will not,
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided that
      the Company and the Guarantors make no representation or warranty with respect
      to any statements or omissions made in reliance upon and in conformity with
      information relating to any Initial Purchaser furnished to the Company in
      writing by such Initial Purchaser through the Representative expressly for
      use
      in the Preliminary Offering Memorandum, the Time of Sale Information or the
      Offering Memorandum, it being understood and agreed that the only such
      information is that described in Section 0 hereof.  No order or decree
      preventing the use of the Time of Sale Information or the Offering Memorandum,
      or any order asserting that the transactions contemplated by this Agreement
      are
      subject to the registration requirements of the Securities Act or any other
      securities laws has been issued, and no proceeding for that purpose has
      commenced or is pending or, to the knowledge of the Company or any of the
      Guarantors, is contemplated.




(b)           *Additional
      Written Communications*.   Other than the Preliminary
      Offering Memorandum and the Offering Memorandum, neither the Company, nor any
      Guarantor (including its respective agents and representatives, other than
      the
      Initial Purchasers in their capacity as such, as to which no representation
      is
      made) has made, used, prepared, authorized, approved or referred to or will
      prepare, make, use, authorize, approve or refer to any written communication
      that constitutes an offer to sell or solicitation of an offer to buy the Notes
      other than the term sheet substantially in the form of Annex B hereto and other
      written communications used in accordance with Section 0.




(c)           *Financial
      Statements*.  The financial statements and the related notes
      thereto included in each of the Time of Sale Information and the Offering
      Memorandum present fairly the financial position of the Company and its
      subsidiaries as of the dates indicated and the results of their operations
      and
      the changes in their cash flows for the periods specified; such financial
      statements have been prepared in conformity with generally accepted accounting
      principles in the United States (“GAAP”) applied on a consistent basis
      throughout the periods covered thereby; the other financial information and
      data
      included in each of the Time of Sale Information and the Offering Memorandum
      has
      been derived from the accounting records or operating systems of the Company
      and
      its subsidiaries and presents fairly the information shown thereby; and the
      *pro forma* financial information and the related notes thereto included
      in the Time of Sale Information and the Offering Memorandum (i) present fairly
      the information shown therein, (ii) have been prepared in accordance with GAAP
      on a basis consistent with the financial statements and related notes included
      in the Time of Sale Information and the Offering Memorandum (except for the
      *pro forma* adjustments specified therein) and represent fairly the
      transactions described in the Time of Sale Information and the Offering
      Memorandum, (iii) except as set forth in the Offering Memorandum, include all
      material adjustments to the financial statements included in the Time of Sale
      Information and the Offering Memorandum necessary to give effect to the
      transactions referred to therein and (iv) the assumptions underlying such
*pro forma* financial information are reasonable and are set forth in the
      Time of Sale Information and the Offering Memorandum..




4




(d)           *No
      Material Adverse Change*.  Since the date of the most recent
      financial statements of the Company and its subsidiaries included in each of
      the
      Time of Sale Information and the Offering Memorandum, (i) there has not been
      any
      change in the capital stock or long-term debt of the Company or any of its
      subsidiaries, or any dividend or distribution of any kind declared, set aside
      for payment, paid or made by the Company on any class of capital stock, or
      any
      material adverse change, or any development in the business, properties,
      financial position, results of operations, shareholders’ equity, cashflow or
      prospects of the Company and its subsidiaries taken as a whole, (ii) other
      than
      this Agreement between the Company and the Initial Purchasers or their
      affiliates, dated May 9, 2007 neither the Company nor any of its subsidiaries
      has entered into any transaction or material agreement, that is of a type which
      would be required to be disclosed as an exhibit to a registration statement
      filed in connection with an offering of securities under the U.S. federal
      securities laws, to the Company and its subsidiaries taken as a whole or
      incurred any liability or obligation, direct or contingent, that is material
      to
      the Company and its subsidiaries taken as a whole and (iii) neither the Company
      nor any of its subsidiaries has sustained any material loss or interference
      with
      its business from fire, explosion, flood or other calamity, whether or not
      covered by insurance, or from any labor disturbance or dispute or any action,
      order or decree of any court or arbitrator or governmental or regulatory
      authority, except in each case as otherwise disclosed in the Time of Sale
      Information or the Offering Memorandum.




(e)           
      *Organization and Good Standing*.  The Company and each of its
      subsidiaries have been duly organized and are validly existing and, where
      applicable, in good standing under the laws of their respective jurisdictions
      of
      organization, are duly qualified to do business and, where applicable, are
      in
      good standing in each jurisdiction in which their respective ownership or lease
      of property or the conduct of their respective businesses requires such
      qualification, and have all power and authority necessary to own or hold their
      respective properties and to conduct the businesses in which they are engaged,
      except where the failure to be so qualified or have such power or authority
      would not, individually or in the aggregate, have a material adverse effect
      on
      the business, properties, financial position, results of operations,
      shareholders’ equity, cashflow or prospects of the Company and its subsidiaries
      taken as a whole, or on the performance by the Company and its subsidiaries
      of
      its obligations under the Notes and the Guarantees (a “Material Adverse
      Effect”).  Except as disclosed in the notes to the financial
      statements included in the Time of Sale Information or the Offering Memorandum,
      none of the Company or any of its material subsidiaries is in bankruptcy,
      liquidation or receivership or subject to any similar proceeding.  The
      Company does not own or control, directly or indirectly, any corporation,
      association or other entity other than the subsidiaries listed in the notes
      to
      the financial statements included in the Time of Sale Information or the
      Offering Memorandum.




(f)           
      *Capitalization*.  The Company has capitalization as set forth
      in the each of the Time of Sale Information and the Offering Memorandum under
      the heading “Capitalization”; and all the outstanding shares of capital stock or
      other equity interests of the Company and of each direct and indirect subsidiary
      of the Company, which, in the case of shares of subsidiaries that are owned
      by
      the Company, have been duly and validly authorized and issued, are fully paid
      and non-assessable and, in the case of shares of subsidiaries, are owned
      directly or indirectly by the Company, free and clear of any lien, charge,
      encumbrance, security interest, restriction on voting or transfer or any other
      claim of any third party, except as otherwise disclosed in each of the Time
      of
      Sale Information and the Offering Memorandum.  Except as otherwise
      disclosed in each of the Time of Sale Information and the Offering Memorandum
      there are no outstanding options, warrants or other rights to purchase or
      acquire any shares of the Company or any shares of its subsidiaries owned by
      the
      Company or one of its subsidiaries**.**




5





(g)           *Due
      Authorization*.  The Company and each of the Guarantors, as
      applicable, have full right, power and authority to execute and deliver this
      Agreement, the Notes, the Indenture (including the Guarantees set forth
      therein), the Finance Documents and any other agreement or instrument entered
      into with respect to the offering of the Notes (collectively, the
“Transaction Documents”) and to perform their respective obligations
      hereunder and thereunder; and all action (corporate or other) required to be
      taken for the due and proper authorization, execution and delivery of each
      of
      the Transaction Documents and the consummation of the transactions contemplated
      thereby has been duly and validly taken.




(h)           *The
      Indenture*.  The Indenture has been duly authorized by the Company
      and each of the Guarantors and, when duly executed and delivered in accordance
      with its terms by each of the parties thereto, will constitute a valid and
      legally binding agreement of the Company and each of the Guarantors enforceable
      against the Company and each of the Guarantors in accordance with its terms,
      except as enforceability may be limited by applicable bankruptcy, fraudulent
      conveyance, insolvency or similar laws affecting the enforcement of creditors’
rights generally or by equitable principles relating to enforceability
      (collectively, the “Enforceability Exceptions”).




(i)           
      *The Notes and the Guarantees*.  The Notes have been duly
      authorized by the Company and, when duly executed, authenticated, issued and
      delivered as provided in the Indenture and paid for as provided herein, will
      be
      duly and validly issued and outstanding and will constitute valid and legally
      binding obligations of the Company enforceable against the Company in accordance
      with their terms, subject to the Enforceability Exceptions, and will be entitled
      to the benefits of the Indenture; and the Guarantees have been duly authorized
      by each of the Guarantors and, when the Notes have been duly executed,
      authenticated, issued and delivered as provided in the Indenture and paid for
      as
      provided herein, will be valid and legally binding obligations of each of the
      Guarantors, enforceable against each of the Guarantors in accordance with their
      terms, subject to the Enforceability Exceptions, and will be entitled to the
      benefits of the Indenture.




(j)          
       *The Purchase Agreement*.  This Agreement has been duly
      executed and delivered by the Company and each of the Guarantors, and when
      duly
      executed and delivered in accordance with its terms by each of the parties
      thereto, will constitute a valid and legally binding agreement of the Company
      and each of the Guarantors enforceable against the Company and each of the
      Guarantors in accordance with its terms, subject to the Enforceability
      Exceptions.




(k)           *The
      Finance Documents.* Each of the Finance Documents has been duly executed and
      delivered by the Company and the Guarantors, as applicable, and when duly
      executed and delivered in accordance with their respective terms by each of
      the
      other parties thereto, will constitute valid and legally binding agreements
      of
      each of the Company and the Guarantors, as applicable, enforceable against
      each
      of them in accordance with their terms.




(l)            *Creation,
      Enforceability and Perfection of Security Interests.*  The
      applicable pledging entity under each Security Document owns the relevant
      collateral covered by such Security Document (the “Collateral”), free and
      clear of any security interest, mortgage, pledge, lien, encumbrance,
      restrictions on transfer or any other similar claim of any other third party
      (except for the security interests granted to JPMorgan Chase Bank, N.A., London
      Branch under the indenture dated May 5, 2005 to the  €370,000,000
      aggregate amount of 8.25% Senior Notes due 2012 and Senior Floating Rate Notes
      due 2012 and to the European Bank for Reconstruction and Development under
      a
      five-year revolving loan agreement dated July 21, 2006 for
€100,000,000).  All filings and other actions necessary or desirable
      to perfect and protect the security interest in the Collateral to be created
      under the Security Documents have been or will be at or prior to the Closing
      Date duly made or taken and are or will be at or prior to the Closing Date
      in
      full force and effect and, together with the execution and delivery of the
      Security Documents by the Company and each Guarantor, will create a valid and
      enforceable security interest in the Collateral securing the obligations of
      the
      Company and each Guarantor under the Indenture.




6




(m)           *Descriptions
      and Fair Summaries*.  The descriptions in the Time of Sale
      Information and the Offering Memorandum of statutes, legal, governmental and
      regulatory proceedings and contracts and other documents are accurate in all
      material respects; the statements in the Time of Sale Information and the
      Offering Memorandum under the headings “Description of other indebtedness”,
“Material Bermuda and United States federal income tax considerations” and “Risk
      factors3⁄4Enforcement
      of civil
      liabilities and judgments may be difficult” fairly summarize the matters therein
      described in all material respects; and each Transaction Document conforms
      in
      all material respects to the description thereof contained in the Time of Sale
      Information and the Offering Memorandum.




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




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




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




7





(q)           *Legal
      Proceedings*.  Except as described in each of the Time of Sale
      Information and the Offering Memorandum, there are no legal, governmental or
      regulatory investigations, actions, suits or proceedings pending to which the
      Company or any of its subsidiaries is or may be a party or to which any property
      of the Company or any of its subsidiaries is or may be the subject that,
      individually or in the aggregate, if determined adversely to the Company or
      any
      of its subsidiaries, could reasonably be expected to have a Material Adverse
      Effect; and to the best knowledge of the Company and each of the Guarantors
      no
      such investigations, actions, suits or proceedings are threatened by any
      governmental or regulatory authority or by others.




(r)          
       *Independent Accountants*. Deloitte & Touche LLP, who have
      certified certain financial statements of the Company and its subsidiaries
      are
      independent public accountants with respect to the Company and its subsidiaries
      within the meaning of Rule 101 of the Code of Professional Conduct of the
      American Institute of Certified Public Accountants and its interpretations
      and
      rulings thereunder and applicable accounting rules and
      regulations.  The report of Deloitte & Touche LLP on the audited
      financial statements of the Company included in the Time of Sale Information
      and
      the Offering Memorandum does not contain any limitation or restriction on the
      ability of the Initial Purchasers or the purchasers of the Notes to rely upon
      such report.




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




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




(u)           *Investment
      Company Act*.  The Company is not, and after giving effect to the
      offering and sale of the Notes and the application of the proceeds thereof
      as
      described in each of the Time of Sale Information and the Offering Memorandum
      will not be, an “investment company” or an entity “controlled” by an “investment
      company” within the meaning of the U.S. Investment Company Act of 1940, as
      amended, and the rules and regulations of the U.S. Securities and Exchange
      Commission (the “Commission”) thereunder (collectively, the
“Investment Company Act”).




(v)           *Passive
      Foreign Investment Company*.  The Company is not, and does not
      expect to become, a “passive foreign investment company” as defined in Section
      1297 of the U.S. Internal Revenue Code of 1986, as amended, and the regulations
      promulgated thereunder.





8





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




(x)           
      *No Withholding Tax*.  All payments to be made by the Company
      under this Agreement and, except as otherwise disclosed in each of the Time
      of
      Sale Information and the Offering Memorandum, all interest, principal, premium,
      if any, additional amounts, if any, and other payments on or under the Notes
      or
      the Guarantees may, under the current laws and regulations of Bermuda, the
      Netherlands Antilles and the Netherlands or any political subdivision or any
      authority or agency therein or thereof having power to tax, or of any other
      jurisdiction in which the Company or a Guarantor, as the case may be, is
      organized or is otherwise resident for tax purposes or any jurisdiction from
      or
      through which a payment is made (each, a “Relevant Taxing Jurisdiction”),
      be paid in euro that may be converted into another currency and freely
      transferred out of the Relevant Taxing Jurisdiction and all such interest on
      the
      Notes will not be subject to withholding or other taxes under the current laws
      and regulations of the Relevant Taxing Jurisdiction and are otherwise payable
      free and clear of any other tax, withholding or deduction in the Relevant Taxing
      Jurisdiction and without the necessity of obtaining any governmental
      authorization in the Relevant Taxing Jurisdiction.




(y)           
      *Stamp Duty*.  Except as otherwise disclosed in each of the
      Time of Sale Information and the Offering Memorandum, no stamp, issuance,
      transfer or other similar taxes or duties are payable by or on behalf of the
      Initial Purchasers in Bermuda, the Netherlands Antilles and the Netherlands,
      the
      United Kingdom or the United States or any political subdivision or taxing
      authority thereof or therein on (i) the creation, issue or delivery by the
      Company of the Notes, (ii) the creation, issue or delivery by the Guarantors
      of
      the Guarantees, (iii) the purchase by the Initial Purchasers of the Notes in
      the
      manner contemplated by this Agreement, (iv) the resale and delivery by the
      Initial Purchasers of the Notes contemplated by this Agreement or (v) the
      execution and delivery of this Agreement and the other Transaction Documents
      and
      the consummation of the transactions contemplated hereby and
      thereby.




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




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





9




(bb)         *Books
      and Records*.  The minute books and records of the Company, each
      of its subsidiaries relating to proceedings of their respective shareholders,
      boards of directors and committees of their respective boards of directors
      made
      available to counsel for the Initial Purchasers are their original minute books
      and records or are true, correct and complete copies thereof, with respect
      to
      all proceedings of said shareholders, boards of directors and committees since
      January, 2002, through the date hereof.  In the event that definitive
      minutes have not been prepared with respect to any proceedings of such
      shareholders, boards of directors or committees, the Company has provided
      counsel for the Initial Purchasers with originals or true, correct and complete
      copies of draft minutes, which drafts, if any, reflect all material events
      that
      occurred in connection with such proceedings.




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




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




(ee)          *Related
      Party Transactions*.  Except as otherwise disclosed in each of the
      Time of Sale Information and the Offering Memorandum, no material relationship,
      direct or indirect, exists between or among any of the Company or any of its
      subsidiaries on the one hand, and any director, officer, shareholder, or other
      affiliate of the Company or any of its subsidiaries on the other hand, which
      is
      material to either entity having an interest in the relationship.




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





10




(gg)         *Accounting
      Controls*. Except as otherwise disclosed in each of the Time of Sale
      Information and the Offering Memorandum, the Company makes and keeps books
      and
      records which are accurate in all material respects and maintain systems of
      internal accounting controls sufficient to provide reasonable assurance that
      (i)
      transactions are executed in accordance with management's general or specific
      authorizations, (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with GAAP and to maintain
      asset accountability, (iii) access to assets is permitted only in accordance
      with management’s general or specific authorization and (iv) the recorded
      accountability for assets is compared with the existing assets at reasonable
      intervals and appropriate action is taken with respect to any
      differences.




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




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




(jj)           
      *Solvency*.  On and immediately after the Closing Date, each of
      the Company and the Guarantors (after giving effect to the issuance of the
      Notes, the application of the proceeds therefrom and the other transactions
      related thereto as described in each of the Time of Sale Information and the
      Offering Memorandum) will be Solvent.  As used in this paragraph, the
      term “Solvent” means, with respect to a particular date, that on such
      date (i) the present fair market value (or present fair saleable value) of
      the
      assets of the Company or any Guarantor is not less than the total amount
      required to pay the liabilities of the Company or such Guarantor on its total
      existing debts and liabilities (including contingent liabilities) as they become
      absolute and matured, (ii) the Company and each Guarantor is able to realize
      upon its assets and pay its debts, and other liabilities, contingent obligations
      and commitments as they mature and become due in the normal course of business,
      (iii) assuming consummation of the issuance of the Notes as contemplated by
      this
      Agreement, the Time of Sale Information and the Offering Memorandum, none of
      the
      Company or any Guarantor is incurring debts or liabilities beyond its ability
      to
      pay as such debts and liabilities mature, (v) neither the Company nor any of
      the
      Guarantors is over-indebted or otherwise insolvent within the meaning of such
      insolvency law as may be applicable to the Company or any of the Guarantors;
      and
      (vi) no proceedings have been commenced for purposes of, and no judgment has
      been rendered for, the administration, liquidation, bankruptcy or winding-up
      of
      the Company or any of its material subsidiaries.





11




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




(ll)           
      *No Broker’s Fees*.  Neither the Company nor any of its
      subsidiaries is a party to any contract, agreement or understanding with any
      person (other than this Agreement dated May 9, 2007) that would give rise to
      a
      valid claim against any of them or any Initial Purchaser for a brokerage
      commission, finder’s fee or like payment in connection with the offering and
      sale of the Notes.




(mm)        *Rule
      144A Eligibility*.  On the Closing Date, the Notes and the
      Guarantees will not be of the same class (within the meaning of Rule 144A under
      the Securities Act) as securities of the Company or any Guarantor that are
      listed on a national securities exchange registered under Section 6 of the
      Exchange Act or quoted in an automated inter-dealer quotation system; and each
      of the Preliminary Offering Memorandum and the Offering Memorandum, as of its
      respective date, contains or will contain all the information that, if requested
      by a prospective purchaser of the Notes, would be required to be provided to
      such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities
      Act.




(nn)         *No
      Integration*.  Neither the Company nor any of its affiliates (as
      defined in Rule 501(b) of Regulation D) has, directly or through any agent,
      sold, offered for sale, solicited offers to buy or otherwise negotiated in
      respect of, any security (as defined in the Securities Act), that is or will
      be
      integrated with the sale of the Notes and the Guarantees in a manner that would
      require registration of the Notes and the Guarantees under the Securities
      Act.




(oo)         *No
      General Solicitation or Directed Selling Efforts*.  None of the
      Company or any of its affiliates or any other person acting on its or their
      behalf (other than the Initial Purchasers, as to which no representation is
      made) has (i) solicited offers for, or offered or sold, the Notes by means
      of
      any form of general solicitation or general advertising within the meaning
      of
      Rule 502(c) of Regulation D or in any manner involving a public offering within
      the meaning of Section 4(2) of the Securities Act or (ii) engaged in any
      directed selling efforts within the meaning of Regulation S, and all such
      persons have complied with the offering restrictions requirement of Regulation
      S.




(pp)         *Securities
      Law Exemptions*.  Assuming the accuracy of the representations and
      warranties of the Initial Purchasers contained in Section 1(b) (including Annex
      A hereto) and their compliance with their agreements set forth therein, it
      is
      not necessary, in connection with the issuance and sale of the Notes to the
      Initial Purchasers and the offer, resale and delivery of the Notes by the
      Initial Purchasers in the manner contemplated by this Agreement, the Time of
      Sale Information and the Offering Memorandum, to register the Notes under the
      Securities Act or to qualify the Indenture under the U.S. Trust Indenture Act
      of
      1939, as amended.




(qq)         *No
      Stabilization*.  Neither the Company nor any of its subsidiaries
      has taken, directly or indirectly, any action designed to or that could
      reasonably be expected to cause or result in any stabilization or manipulation
      of the price of the Notes.





12





(rr)           *Stabilization
      Notice*.  The Company has been informed of the existence of the
      United Kingdom Financial Services Authority stabilizing guidance contained
      in
      Section MAR 2, Ann 2G of the Handbook of rules and guidance issued by the
      Financial Services Authority; and none of the Company or any Guarantor has
      taken
      any action or omitted to take any action (such as issuing any press release
      relating to any Notes without an appropriate legend) which may result in the
      loss by any of the Initial Purchasers of the ability to rely on any
      stabilization safe harbor provided under the Financial Services and Markets
      Act
      2000 (“FSMA”).




(ss)          *Forward-Looking
      Statements*.  No forward-looking statement (within the meaning of
      Section 27A of the Securities Act and Section 21E of the Exchange Act) contained
      in any of the Time of Sale Information or the Offering Memorandum has been
      made
      or reaffirmed without a reasonable basis or has been disclosed other than in
      good faith.




(tt)           *Margin
      Rules*.  Neither the issuance, sale and delivery of the Notes nor
      the application of the proceeds thereof by the Company as described in each
      of
      the Time of Sale Information and the Offering Memorandum will violate or result
      in a violation of Section 7 of the Exchange Act, or any regulation promulgated
      thereunder, including without limitation, Regulation T, U or X of the Board
      of
      Governors of the U.S. Federal Reserve System or any other regulation of such
      Board of Governors.




(uu)         *Statistical
      and Market Data*.  The industry, statistical and market-related
      data included in each of the Time of Sale Information and the Offering
      Memorandum is based on or derived from sources that the Company and the
      Guarantors believe to be reliable and accurate in all material
      respects.




(vv)         *U.S.
      Jurisdiction.*Each of the Company and the Guarantors has the
      power to submit, and pursuant to this Agreement and each other Transaction
      Document governed by New York law has submitted, or at the Closing Date will
      have submitted, legally, validly, effectively and irrevocably, to the
      jurisdiction of any U.S. Federal or New York State court in the Borough of
      Manhattan in the City of New York, New York; and each of the Company and the
      Guarantors has the power to designate, appoint and empower, and pursuant to
      this
      Agreement and each other Transaction Document governed by New York law has,
      or
      at the Closing Date will have, designated, appointed and empowered, validly,
      effectively and irrevocably, an agent for service of process in any suit or
      proceeding based on or arising under this Agreement and each such Transaction
      Document in any U.S. Federal or New York State court in the Borough of Manhattan
      in the City of New York, as provided herein and in such Transaction
      Documents.




(ww)        *No
      Immunity*.  None of the Company or any of its subsidiaries, and
      none of their respective properties or assets, has any immunity from the
      jurisdiction of any court or from any legal process (whether through service
      or
      notice, attachment prior to judgment, attachment in aid of execution, executing
      or otherwise) under the laws of any jurisdiction in which it has been
      incorporated or in which any of its property or assets are held.




(xx)          *Compliance
      with Sanction Legislation*.**The Company, on behalf of itself
      and its subsidiaries, represents and warrants that none of the issue and sale
      of
      the Notes, the execution, delivery and performance of the Transaction Documents,
      the use of proceeds from the offering, or the consummation of any other
      transaction contemplated hereby or the fulfillment of the terms hereof, or
      the
      provision of services to any of the foregoing will result in a violation by
      any
      person (including, without limitation, the Initial Purchasers) of any trade,
      economic or military sanctions issued against any nation by the United Nations
      or any governmental or regulatory authority of the European Union, the United
      States, the United Kingdom or, or any orders or licenses publicly issued under
      the authority of any of the foregoing.





13





(yy)         *Exchange
      Listing*.  Application has been made to list the Notes on the
      Luxembourg Stock Exchange (the “Exchange”) and, in connection therewith,
      the Company has caused to be prepared and submitted to the Exchange a listing
      application with respect to the Notes.




(zz)          *Compliance
      with FSMA*.  Neither the Company nor any of the Guarantors has
      distributed and, prior to the later to occur of (i) the Closing Date and (ii)
      the completion of the distribution of the Notes, will not distribute any
      material in connection with the offering and sale of the Notes other than the
      Preliminary Offering Memorandum or the Offering Memorandum or other materials,
      if any, permitted by the Securities Act and FSMA (or regulations promulgated
      pursuant to the Securities Act or FSMA) and approved by the parties to this
      Agreement.




4.           Further
        Agreements of the Company and the Guarantors.  The Company and
        each of the Guarantors jointly and severally covenant and agree with each
        Initial Purchaser that:


(a)           *Delivery
      of Copies*.  The Company will deliver to the Initial Purchasers,
      without charge, as many copies of the Preliminary Offering Memorandum, any
      other
      Time of Sale Information and the Offering Memorandum (including all amendments
      and supplements thereto) as the Representative may reasonably
      request.




(b)           *Offering
      Memorandum, Amendments or Supplements*.  Before finalizing the
      Offering Memorandum or making or distributing any amendment or supplement to
      any
      of the Time of Sale Information or the Offering Memorandum, the Company and
      each
      of the Guarantors will furnish to the Representative and counsel for the Initial
      Purchasers a copy of the proposed Offering Memorandum or such proposed amendment
      or supplement for review, and will not distribute any such proposed Offering
      Memorandum, amendment or supplement to which the Representative or the counsel
      to the Initial Purchasers reasonably objects unless such amendment or supplement
      is required to be made or distributed by applicable provisions of U.S. federal
      securities laws.




(c)           *Additional
      Written Communications*. Before using, authorizing, approving or referring
      to any written communication (as defined in the Securities Act) that constitutes
      an offer to sell or a solicitation of an offer to buy the Notes (an “Issuer
      Written Communication”) (other than written communications that are contained in
      Annex B hereto and the Offering Memorandum), the Company will furnish to the
      Representative and counsel of the Initial Purchasers a copy of such written
      communication for review and will not use, authorize, approve or refer to any
      such written communication to which the Initial Purchasers reasonably
      object.




(d)           *Notice
      to the Representative*.  The Company and each of the Guarantors
      will advise the Representative promptly, and confirm such advice in writing,
      (i)
      of the issuance by any governmental or regulatory authority of any order
      preventing or suspending the use of any of the Time of Sale Information or
      the
      Offering Memorandum or promptly upon becoming aware of the initiation or
      threatening of any proceeding for that purpose, (ii) of the occurrence of any
      event at any time prior to the completion of the initial offering of the Notes
      as a result of which any of the Time of Sale Information or the Offering
      Memorandum as then amended or supplemented would include any untrue statement
      of
      a material fact or omit to state a material fact necessary in order to make
      the
      statements therein, in the light of the circumstances existing when such Time
      of
      Sale Information or the Offering Memorandum is delivered to a purchaser, not
      misleading and (iii) of the receipt by the Company or each of the Guarantors
      of
      any notice with respect to any suspension of the qualification of the Notes
      for
      offer and sale in any jurisdiction or promptly upon becoming aware of the
      initiation or threatening of any proceeding for such purpose; and the Company
      and each of the Guarantors will use their reasonable best efforts to prevent
      the
      issuance of any such order preventing or suspending the use of any of the Time
      of Sale Information or the Offering Memorandum or suspending any such
      qualification of the Notes and, if any such order is issued, will use its
      reasonable best efforts to obtain as soon as possible the withdrawal
      thereof.





14




(e)           *Ongoing
      Compliance of the Offering Memorandum and Time of Sale
      Information*.  If at any time prior to the completion of the
      initial offering of the Notes (as notified by the Initial Purchasers to the
      Company) (i) any event shall occur or condition shall exist as a result of
      which
      the Offering Memorandum as then amended or supplemented would include any untrue
      statement of a material fact or omit to state any material fact necessary in
      order to make the statements therein, in the light of the circumstances existing
      when the Offering Memorandum is delivered to a purchaser, not misleading or
      (ii)
      it is necessary to amend or supplement the Offering Memorandum to comply with
      law, the Company will promptly notify the Initial Purchasers thereof and
      forthwith prepare, at its own expense and, subject to paragraph (b) above,
      furnish to the Initial Purchasers such amendments or supplements to the Offering
      Memorandum as may be necessary so that the statements in the Offering Memorandum
      as so amended or supplemented will not, in the light of the circumstances
      existing when the Offering Memorandum is delivered to a purchaser, be misleading
      or so that the Offering Memorandum will comply with law.




(f)           
      *Qualification of the Notes*.  The Company and each of the
      Guarantors will qualify the Notes for offer and sale under the securities or
      Blue Sky laws of such jurisdictions as the Representative shall reasonably
      request and will continue such qualifications in effect so long as required
      for
      the offering and resale of the Notes; provided that neither the Company
      nor any of the Guarantors shall be required to (i) qualify as a foreign
      corporation or other entity or as a dealer in securities in any such
      jurisdiction where it would not otherwise be required to so qualify, (ii) file
      any general consent to service of process in any such jurisdiction or (iii)
      subject itself to taxation in any such jurisdiction if it is not otherwise
      so
      subject.




(g)           *Clear
      Market*.  During the period from the date hereof through and
      including the date that is 90****days after the date hereof,
      the Company and each of the Guarantors will not, without the prior written
      consent of each Initial Purchaser, offer, sell, contract to sell or otherwise
      dispose of any debt securities issued or guaranteed by the Company or any of
      the
      Guarantors and having a tenor of more than one year (other than the
      Notes).




(h)           *Use
      of Proceeds*.  The Company will apply the net proceeds from the
      sale of the Notes as described in each of the Time of Sale Information and
      the
      Offering Memorandum under the heading “Use of Proceeds”.




(i)            *Supplying
      Information*.  While the Notes remain outstanding and are
“restricted securities” within the meaning of Rule 144(a)(3) under the
      Securities Act, the Company and each of the Guarantors will, during any period
      in which the Company is not subject to and in compliance with Section 13 or
      15(d) of the Exchange Act and not exempt from reporting under Rule 12g3-2(b)
      under the Exchange Act, furnish to holders of the Notes and prospective
      purchasers of the Notes designated by such holders, upon the request of such
      holders or such prospective purchasers, the information required to be delivered
      pursuant to Rule 144A(d)(4) under the Securities Act.




(j)           
      *Euroclear and Clearstream*.   The Company will assist the
      Initial Purchasers in arranging for the Notes to be eligible for clearance
      and
      settlement through Euroclear and Clearstream and to maintain such eligibility
      for so long as the Notes remain outstanding.





15





(k)           *No
      Resales by the Company*.  During the period from the Closing Date
      until two years after the Closing Date, the Company will not, and will not
      permit any of its affiliates (as defined in Rule 144 under the Securities Act)
      to, resell any of the Notes that have been acquired by any of them, except
      for
      Notes purchased by the Company or any of its affiliates and resold in a
      transaction registered under the Securities Act or in a transaction outside
      the
      United States in accordance with Regulation S.




(l)           
      *No Integration*.  Neither the Company nor any of its
      affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through
      any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate
      in
      respect of, any security (as defined in the Securities Act), that is or will
      be
      integrated with the sale of the Notes in a manner that would require
      registration of the Notes under the Securities Act.




(m)          *No
      General Solicitation or Directed Selling Efforts*.  None of the
      Company or any of its affiliates or any other person acting on their behalf
      (other than the Initial Purchasers, as to which no covenant is given) will
      (i)
      solicit offers for, or offer or sell, the Notes by means of any form of general
      solicitation or general advertising within the meaning of Rule 502(c) of
      Regulation D or in any manner involving a public offering within the meaning
      of
      Section 4(2) of the Securities Act or (ii) engage in any directed selling
      efforts within the meaning of Regulation S, and all such persons will comply
      with the offering restrictions requirement of Regulation S.




(n)           *No
      Stabilization*.  Neither the Company nor any of its subsidiaries
      will take, directly or indirectly, any action designed to or that could
      reasonably be expected to cause or result in any stabilization or manipulation
      of the price of the Notes, or issue any press or other public announcement
      referring to the proposed offering of the Notes that does not adequately
      disclose the fact that stabilizing action may take place with respect to the
      Notes.  The Company and the Guarantors authorize the Representatives
      to make adequate public disclosure of the information required by the U.K.
      Financial Services Authority's Code of Market Conduct (MAR2): Price Stabilising
      Rules.




(o)           *Exchange
      Listing*.  The Company will use its reasonable best efforts to
      list, subject to notice of issuance, the Notes on the Exchange and to maintain
      such listing on the Exchange, and to have the Notes admitted to trading on
      the
      Exchange as promptly as practicable after the date hereof, and in any event
      prior to the date of the first interest payment on the Notes.  If the
      Notes cease to be listed on the Exchange, the Company shall use its reasonable
      best efforts as soon as practicable to list such Notes on a stock exchange
      to be
      agreed between the Company and the Representative.




(p)           *Taxes*.  The
      Company and each of the Guarantors will, jointly and severally, indemnify and
      hold harmless the Initial Purchasers against any documentary, stamp or similar
      issuance tax, including any interest and penalties, in Bermuda or any other
      jurisdiction, on the creation, issuance and sale of the Notes and on the initial
      resale thereof by the Initial Purchasers and on the execution and delivery
      of
      this Agreement.




(q)           *Payments.*  The
      Company further agrees that all amounts payable hereunder shall be paid in
      euro
      and free and clear of, and without any deduction or withholding for or on
      account of, any current or future taxes (other than income taxes), levies,
      imposts, duties, charges or other deductions or withholdings levied in any
      jurisdiction from or through which payment is made, unless such deduction or
      withholding is required by applicable law, in which event the Company will
      pay
      additional amounts so that the persons entitled to such payments will receive
      the amount that such persons would otherwise have received but for such
      deduction or withholding after allowing for any tax credit or other benefit
      each
      such person receives by reason of such deduction or withholding.





16




(r)           
      *Press Releases.*  Prior to the Closing Date and for a period
      of 40 days, subsequent to the Closing Date, neither the Company nor any of
      the
      Guarantors will issue any press release or other communication or hold any
      press
      conference (except for routine communications in the ordinary course of business
      consistent with past practice) with respect to the Company or any of its
      subsidiaries, the condition, financial or otherwise, or the earnings, business
      affairs or business prospects of the Company or any of its subsidiaries, without
      the prior consent of the Initial Purchasers (such consent not to be unreasonably
      withheld and provided that if no response is received from the Initial
      Purchasers within 24 hours of receipt by the Initial Purchasers of such draft
      press release or other communication or notice of a press conference, as the
      case may be, such consent will be deemed to have been given), unless in the
      judgment of the Company and the Guarantors and their counsel, and after
      notification to the Initial Purchasers, such press release or communication
      is
      required by law or except as issued in accordance with the Securities Act and
      the rules and regulations promulgated thereunder.




(s)           *Interim
      Financial Statements*.  Prior to Closing, the Company shall
      furnish to the Initial Purchasers any unaudited interim financial statements,
      management accounts or similar information of the Company or the Company’s group
      promptly after they have been prepared in final form, for any periods subsequent
      to the periods covered by the financial statements appearing in the Time of
      Sale
      Information and the Offering Memorandum.




(t)           
      *Legends.*Each certificate for a Note will bear a legend in “Transfer
      Restrictions” in the Time of Sale Information and the Offering Memorandum for
      the time period and upon the other terms stated in the Time of Sale Information
      and the Offering Memorandum.




5.           Certain
      Agreements of the Initial Purchasers.  Each Initial Purchaser,
      severally and not jointly, hereby represents and agrees that it has not and
      will
      not use, authorize use of, refer to, or participate in the planning for use
      of,
      any written communication that constitutes an offer to sell or the solicitation
      of an offer to buy the Notes other than:




(i)           a
      written communication that contains no “issuer information” (as defined
      in Rule 433(h)(2) under the Securities Act) that was not included in the
      Preliminary Offering Memorandum;




(ii)          any
      written communication contained in Annex B or prepared pursuant to Section
      0
      above;




(iii)         any
      written communication prepared by the Initial Purchasers and approved by the
      Company in advance in writing; or




(iv)        
      any written communication relating to or that contains the terms of the Notes
      and/or other information that was included in the Preliminary Offering
      Memorandum.




6.           Conditions
      of Initial Purchasers’ Obligations.  The obligation of each
      Initial Purchaser to purchase Notes on the Closing Date as provided herein
      is
      subject to the performance by the Company and each of the Guarantors of their
      respective covenants and other obligations hereunder and to the following
      additional conditions:




(a)           *Delivery
      and Accuracy of Offering Memorandum.*The Time of Sale Information and Final
      Offering Memorandum (and any amendments or supplements thereto) will have been
      printed and copies distributed to the Initial Purchasers as promptly as
      practicable on or after the date of this Agreement or at such other date and
      time as to which the Initial Purchasers may agree.





17




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




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




(d)           *No
      Material Adverse Change*.  Subsequent to the execution and
      delivery of this Agreement, no event or condition of a type described in Section
      0 hereof shall have occurred or shall exist, which event or condition is not
      described in each of the Time of Sale Information (excluding any amendment
      or
      supplement thereto) and the Offering Memorandum (excluding any amendment or
      supplement thereto) and the effect of which in the judgment of the
      Representative makes it impracticable or inadvisable to proceed with the
      offering, sale or delivery of the Notes on the terms and in the manner
      contemplated by this Agreement, the Time of Sale Information and the Offering
      Memorandum.




(e)           *Officer’s
      Certificates*.  The Representative shall have received on and as
      of the Closing Date a certificate or certificates of an executive officer of
      the
      Company and of each Guarantor who has specific knowledge of the financial
      matters of the Company or of such Guarantor, as applicable, and is satisfactory
      to the Representative (i) confirming that such officer has carefully reviewed
      the Time of Sale Information and the Offering Memorandum and, to the best
      knowledge of such officer, the representation set forth in Section 0 hereof
      is
      true and correct, (ii) confirming that the other representations and warranties
      of the Company and the Guarantors in this Agreement are true and correct and
      that the Company and the Guarantors have complied with all agreements and
      satisfied all conditions on their part to be performed or satisfied hereunder
      at
      or prior to the Closing Date, (iii) to the effect set forth in paragraphs (c)
      and (d) above and (iv) as to such other matters as the Representative may
      reasonably request.




(f)           *Comfort
      Letters*.  On the date (and prior to the execution) of this
      Agreement and on the Closing Date, Deloitte & Touche LLP shall have
      furnished to the Representative, at the request of the Company, letters, dated
      the respective dates of delivery thereof and addressed to the Initial
      Purchasers, in form and substance reasonably satisfactory to the Representative,
      containing statements and information of the type customarily included in
      accountants’ “comfort letters” to underwriters with respect to the financial
      statements and certain financial information contained in each of the Time
      of
      Sale Information and the Offering Memorandum; provided that the letter
      delivered on the Closing Date shall use a “cut-off” date no more than three
      business days prior to the Closing Date.  Such letters shall not
      contain any statement purporting to limit the liability of Deloitte & Touche
      LLP with respect to such letters or specify that any such liability must be
      adjudicated by a court in the jurisdiction of Deloitte & Touche LLP or, to
      the extent that the laws of the jurisdiction of Deloitte & Touche LLP
      provide for any such limitation or forum for adjudication, such letters shall
      expressly waive such provisions to the fullest extent permitted by applicable
      law.





18




(g)           *Opinions
      of Counsel for the Company and the Guarantors*.  Each of Katten
      Muchin Rosenman LLP, U.S. counsel for the Company and the Guarantors, Katten
      Muchin Rosenman Cornish LLP, U.K. counsel for the Company and the Guarantors,
      Conyers Dill & Pearman, Bermuda counsel for the Company and the Guarantors,
      Loyens & Loeff, The Netherlands counsel to the Company and the Guarantors,
      Loyens & Loeff, The Netherlands Antilles counsel to the Company and the
      Guarantors, and Daniel Penn, Esq., general counsel to the Company and the
      Guarantors, shall have furnished to the Representative, at the request of the
      Company, its written opinion, dated the Closing Date and addressed to the
      Initial Purchasers, in form and substance reasonably satisfactory to the
      Representative.  Such opinions of counsel shall not contain any
      statement purporting to limit the liability of such counsel with respect to
      such
      opinion or specify that any such liability must be adjudicated by a court in
      the
      jurisdiction of such counsel or, to the extent that the laws of the jurisdiction
      of such counsel provide for any limitation or forum of adjudication, such
      opinion shall expressly waive such provisions to the fullest extent permitted
      by
      applicable law.




(h)           *Opinion
      of Counsel for the Initial Purchasers*.  The Representative shall
      have received on and as of the Closing Date an opinion of Simpson Thacher &
Bartlett LLP, counsel for the Initial Purchasers, and such counsel shall have
      received such documents and information as they may reasonably request to enable
      them to pass upon such matters.




(i)            *Good
      Standing*.  The Representative shall have received on and as of
      the Closing Date satisfactory evidence of, where applicable, the good standing
      of the Company and its subsidiaries listed in Schedule 2 to this Agreement
      in
      their respective jurisdictions of organization and, where applicable, their
      good
      standing in such other jurisdictions as the Representative may reasonably
      request, in each case in writing or any standard form of telecommunication,
      from
      the appropriate governmental authorities of such jurisdictions.




(j)          
       *No Legal Impediment to Issuance*.  No action shall have
      been taken and no statute, rule, regulation or order shall have been enacted,
      adopted or issued by any national, regional, local or other governmental or
      regulatory authority that would, as of the Closing Date, prevent the issuance
      or
      sale of the Notes or the issuance of the Guarantees; and no injunction or order
      of any supranational, national, regional, local or other court shall have been
      issued that would, as of the Closing Date, prevent the issuance or sale of
      the
      Notes or the issuance of the Guarantees.




(k)            *Euroclear
      and Clearstream*.  The Notes shall be eligible for clearance and
      settlement through Euroclear and Clearstream.




(l)           
      *Additional Documents*.  On or prior to the Closing Date, the
      Company and the Guarantors shall have furnished to the Representative such
      further certificates and documents, including secretary’s certificates of the
      Company and each of the Guarantors, as the Representative may reasonably request
      in form and substance reasonably satisfactory to the
      Representative.




(m)          *Indenture*.  The
      Indenture (in form and substance satisfactory to the Initial Purchasers) shall
      have been duly executed and delivered by the Company, each of the Guarantors
      and
      the Trustee on the Closing Date and shall be in full force and effect on such
      date and the Notes shall have been duly executed and delivered by the Company
      and each of the Guarantors and duly authenticated by the Trustee on the Closing
      Date.





19




(n)           *Transaction
      Documents.*On the Closing Date, the Transaction Documents (in the form
      reasonably satisfactory to the Initial Purchasers) shall have been duly and
      validly executed and delivered by the Company, the Guarantors, the Trustee
      and
      the Security Agent.




(o)           *Officer’s
      Certificate of the Trustee*.  The Trustee shall have furnished to
      the Initial Purchasers an officer’s certificate, dated the Closing Date, in form
      and substance reasonably satisfactory to the Initial Purchasers.




(p)           *Officer’s
      Certificate of the Security Trustee*.  The Security Trustee shall
      have furnished to the Initial Purchasers an officer’s certificate, dated the
      Closing Date, in form and substance reasonably satisfactory to the Initial
      Purchasers.




(q)           *Finance
      Documents*.  The Finance Documents shall have been duly executed
      and delivered by the parties thereto, the security interests created pursuant
      thereto shall be effective and the Security Agent shall hold a valid and
      perfected security interest in the Collateral securing the obligations of the
      Company and the Guarantors, in each case, for the benefit of the Trustee and
      the
      benefit of holders of the Notes on or prior to, and as of, the Closing
      Date.




(r)           *Appointment
      of Agents*.  The Company shall have appointed the Trustee, or an
      agent satisfactory to the Trustee, to act as registrar, transfer agent and
      principal paying agent under the Indenture, and shall have appointed a
      Luxembourg paying agent and transfer agent under the Indenture.  The
      Company shall have appointed the Security Agent to act as security agent under
      the Finance Documents.




All
      opinions, letters, certificates and evidence mentioned above or elsewhere in
      this Agreement shall be deemed to be in compliance with the provisions hereof
      only if they are in form and substance reasonably satisfactory to counsel for
      the Initial Purchasers.




7.           Indemnification
      and Contribution.




(a)           *Indemnification
      of the Initial Purchasers*.  The Company and each of the
      Guarantors jointly and severally agree to indemnify and hold harmless each
      Initial Purchaser, its affiliates, directors and officers and each person,
      if
      any, who controls such Initial Purchaser within the meaning of Section 15 of
      the
      Securities Act or Section 20 of the Exchange Act, from and against any and
      all
      losses, claims, damages and liabilities (including, without limitation, legal
      fees and other expenses incurred in connection with any suit, action or
      proceeding or any claim asserted, as such fees and expenses are incurred),
      joint
      or several, that arise out of, or are based upon, any untrue statement or
      alleged untrue statement of a material fact contained in the Time of Sale
      Information or the Offering Memorandum (or any amendment or supplement thereto)
      or any omission or alleged omission to state therein a material fact necessary
      in order to make the statements therein, in the light of the circumstances
      under
      which they were made, not misleading, except insofar as such losses, claims,
      damages or liabilities arise out of, or are based upon, any untrue statement
      or
      omission or alleged untrue statement or omission made in reliance upon and
      in
      conformity with any information relating to any Initial Purchaser furnished
      to
      the Company in writing by such Initial Purchaser through the Representative
      expressly for use therein (it being understood that the only such information
      is
      that described in Section 7(b) hereof).





20




(b)           *Indemnification
      of the Company and the Guarantors*.  Each Initial Purchaser
      agrees, severally and not jointly, to indemnify and hold harmless the Company,
      each of the Guarantors, their respective directors and officers and each person,
      if any, who controls the Company or any of the Guarantors within the meaning
      of
      Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
      extent as the indemnity set forth in paragraph (a) above, but only with respect
      to any losses, claims, damages or liabilities that arise out of, or are based
      upon, any untrue statement or omission or alleged untrue statement or omission
      made in reliance upon and in conformity with any information relating to such
      Initial Purchaser furnished to the Company in writing by such Initial Purchaser
      through the Representative expressly for use in the Preliminary Offering
      Memorandum, any of the other Time of Sale Information or the Offering Memorandum
      (or any amendment or supplement thereto), it being understood and agreed that
      the only such information consists of the sixth, eighth and eleventh paragraphs
      relating to the Initial Purchasers under the heading “Plan of Distribution” in
      each of the Preliminary Offering Memorandum and the Offering
      Memorandum.




(c)           *Notice
      and Procedures*.  If any suit, action, proceeding (including any
      governmental or regulatory investigation), claim or demand shall be brought
      or
      asserted against any person in respect of which indemnification may be sought
      pursuant to either paragraph (a) or (b) above, such person (the “Indemnified
      Person”) shall promptly notify the person against whom such indemnification
      may be sought (the “Indemnifying Person”) in writing; provided
      that the failure to notify the Indemnifying Person shall not relieve it from
      any
      liability that it may have under this Section 0 except to the extent that it
      has
      been materially prejudiced (through the forfeiture of substantive rights or
      defenses) by such failure; and provided, further, that the failure
      to notify the Indemnifying Person shall not relieve it from any liability that
      it may have to an Indemnified Person otherwise than under this Section
      0.  If any such proceeding shall be brought or asserted against an
      Indemnified Person and it shall have notified the Indemnifying Person thereof,
      the Indemnifying Person shall be entitled to participate in, and assume the
      defense of, such proceeding with counsel reasonably satisfactory to the
      Indemnified Person and shall pay the fees and expenses of such counsel related
      to such proceeding, as incurred.  In any such proceeding, any
      Indemnified Person shall have the right to retain its own counsel, but the
      fees
      and expenses of such counsel shall be at the expense of such Indemnified Person
      unless (i) the Indemnifying Person and the Indemnified Person shall have
      mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
      a reasonable time to retain counsel reasonably satisfactory to the Indemnified
      Person, (iii) the Indemnified Person shall have reasonably concluded that there
      may be legal defenses available to it that are different from or in addition
      to
      those available to the Indemnifying Person or (iv) the named parties in any
      such
      proceeding (including any impleaded parties) include both the Indemnifying
      Person and the Indemnified Person and representation of both parties by the
      same
      counsel would be inappropriate due to actual or potential differing interests
      between them.  It is understood and agreed that the Indemnifying
      Person shall not, in connection with any proceeding or related proceeding in
      the
      same jurisdiction, be liable for the fees and expenses of more than one separate
      firm (in addition to any local counsel) for all Indemnified Persons and that
      all
      such fees and expenses shall be reimbursed as they are incurred provided that
      the Indemnifying Person shall be reimbursed for such fees and expenses if such
      Indemnified Person is not found liable by final non-appealable judgment and
      the
      Indemnified Person has actually received reimbursement for such fees and
      expenses from a third party.  Any such separate firm for any Initial
      Purchaser, its affiliates, directors and officers and any control persons of
      such Initial Purchaser shall be designated in writing by J.P. Morgan Securities
      Ltd. and any such separate firm for the Company, the Guarantors and any control
      persons of the Company and the Guarantors shall be designated in writing by
      the
      Company.  The Indemnifying Person shall not be liable for any
      settlement of any proceeding effected without its written
      consent.  Notwithstanding the foregoing sentence, if at any time an
      Indemnified Person shall have requested that an Indemnifying Person reimburse
      the Indemnified Person for fees and expenses of counsel as contemplated by
      this
      paragraph, the Indemnifying Person shall be liable for any settlement of any
      proceeding effected without its written consent if (i) such settlement is
      entered into more than 30 days after receipt by the Indemnifying Person of
      such
      request and (ii) the Indemnifying Person shall not have reimbursed the
      Indemnified Person in accordance with such request prior to the date of such
      settlement.  No Indemnifying Person shall, without the written consent
      of the Indemnified Person, effect any settlement of any pending or threatened
      proceeding in respect of which any Indemnified Person is a party and
      indemnification has been sought hereunder by such Indemnified Person, unless
      such settlement (x) includes an unconditional release of such Indemnified
      Person, in form and substance reasonably satisfactory to such Indemnified
      Person, from all liability on claims that are the subject matter of such
      proceeding and (y) does not include any statement as to or any admission of
      fault, culpability or a failure to act by or on behalf of any Indemnified
      Person.





21




(d)           *Contribution*.  If
      the indemnification provided for in paragraphs (a) and (b) above is unavailable
      to an Indemnified Person or insufficient in respect of any losses, claims,
      damages or liabilities referred to therein, then each Indemnifying Person under
      such paragraph, in lieu of indemnifying such Indemnified Person thereunder,
      shall contribute to the amount paid or payable by such Indemnified Person as
      a
      result of such losses, claims, damages or liabilities (i) in such proportion
      as
      is appropriate to reflect the relative benefits received by the Company and
      the
      Guarantors on the one hand and the Initial Purchasers on the other from the
      offering of the Notes or (ii) if the allocation provided by clause (i) is not
      permitted by applicable law, in such proportion as is appropriate to reflect
      not
      only the relative benefits referred to in clause (i) but also the relative
      fault
      of the Company and the Guarantors on the one hand and the Initial Purchasers
      on
      the other in connection with the statements or omissions that resulted in such
      losses, claims, damages or liabilities, as well as any other relevant equitable
      considerations.  The relative benefits received by the Company and the
      Guarantors on the one hand and the Initial Purchasers on the other shall be
      deemed to be in the same respective proportions as the net proceeds (before
      deducting expenses) received by the Company from the sale of the Notes and
      the
      total discounts and commissions received by the Initial Purchasers in connection
      therewith, as provided in this Agreement, bear to the aggregate offering price
      of the Notes.  The relative fault of the Company and the Guarantors on
      the one hand and the Initial Purchasers on the other shall be determined by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by the Company or any Guarantor or by the
      Initial Purchasers and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission.




(e)           *Limitation
      on Liability*.  The Company, the Guarantors and the Initial
      Purchasers agree that it would not be just and equitable if contribution
      pursuant to this Section 0 were determined by *pro rata* allocation (even
      if the Initial Purchasers were treated as one entity for such purpose) or by
      any
      other method of allocation that does not take account of the equitable
      considerations referred to in paragraph (d) above.  The amount paid or
      payable by an Indemnified Person as a result of the losses, claims, damages
      and
      liabilities referred to in paragraph (d) above shall be deemed to include,
      subject to the limitations set forth above, any legal or other expenses incurred
      by such Indemnified Person in connection with any such action or
      claim.  Notwithstanding the provisions of this Section 0, in no event
      shall an Initial Purchaser be required to contribute any amount in excess of
      the
      amount by which the total discounts and commissions received by such Initial
      Purchaser with respect to the offering of the Notes exceeds the amount of any
      damages that such Initial Purchaser has otherwise been required to pay by reason
      of such untrue or alleged untrue statement or omission or alleged
      omission.  No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to
      this Section 0 are several in proportion to their respective purchase
      obligations hereunder and not joint.





22




(f)           
      *Non-Exclusive Remedies*.  The remedies provided for in this
      Section 0 are not exclusive and shall not limit any rights or remedies that
      may
      otherwise be available to any Indemnified Person at law or in
      equity.




8.           Termination.  This
      Agreement may be terminated in the absolute discretion of the Representative,
      by
      notice to the Company, if after the execution and delivery of this Agreement
      and
      prior to the Closing Date (i) trading generally shall have been suspended or
      materially limited on the New York Stock Exchange and the London Stock Exchange
      or the over-the-counter market, (ii) trading of any securities issued or
      guaranteed by the Company or any of the Guarantors shall have been suspended
      on
      any exchange or in any over-the-counter market, (iii) a general moratorium
      on
      commercial banking activities shall have been declared by U.S. Federal or New
      York State authorities or by the competent governmental or regulatory
      authorities in the United Kingdom, (iv) there shall have occurred any outbreak
      or escalation of hostilities or acts of terrorism or any change in financial
      markets or any calamity, crisis, or emergency either within or outside the
      United States that, in the judgment of the Representative, is material and
      adverse and makes it impracticable or inadvisable to proceed with the offering,
      sale or delivery of the Notes on the terms and in the manner contemplated by
      this Agreement, the Time of Sale Information and the Offering Memorandum, (v)
      exchange controls shall have been imposed by the United States or the United
      Kingdom or (vi) the representation in Section 0 is incorrect.




9.           Defaulting
      Initial Purchaser.  (c)  If, on the Closing Date, any
      Initial Purchaser defaults on its obligation to purchase the Notes that it
      has
      agreed to purchase hereunder, the non-defaulting Initial Purchasers may in
      their
      discretion arrange for the purchase of such Notes by other persons satisfactory
      to the Company on the terms contained in this Agreement.  If, within
      36 hours after any such default by any Initial Purchaser, the non-defaulting
      Initial Purchasers do not arrange for the purchase of such Notes, then the
      Company shall be entitled to a further period of 36 hours within which to
      procure other persons satisfactory to the non-defaulting Initial Purchasers
      to
      purchase such Notes on such terms.  If other persons become obligated
      or agree to purchase the Notes of a defaulting Initial Purchaser, either the
      non-defaulting Initial Purchasers or the Company may postpone the Closing Date
      for up to five full business days in order to effect any changes that in the
      opinion of counsel for the Company or counsel for the Initial Purchasers may
      be
      necessary in the Offering Memorandum or in any other document or arrangement,
      and the Company agrees to promptly prepare any amendment or supplement to the
      Offering Memorandum that effects any such changes.  As used in this
      Agreement, the term “Initial Purchaser” includes, for all purposes of this
      Agreement unless the context otherwise requires, any person not listed in
      Schedule 1 hereto that, pursuant to this Section (c), purchases Notes that
      a
      defaulting Initial Purchaser agreed but failed to purchase.




(b)           If,
      after giving effect to any arrangements for the purchase of the Notes of a
      defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial
      Purchasers and the Company as provided in paragraph (a) above, the aggregate
      principal amount of such Notes that remains unpurchased does not exceed
      one-eleventh of the aggregate principal amount of all the Notes, then the
      Company shall have the right to require each non-defaulting Initial Purchaser
      to
      purchase the principal amount of Notes that such Initial Purchaser agreed to
      purchase hereunder plus such Initial Purchaser's *pro rata*share (based
      on the principal amount of Notes that such Initial Purchaser agreed to purchase
      hereunder) of the Notes of such defaulting Initial Purchaser or Initial
      Purchasers for which such arrangements have not been made.




(c)           If,
      after giving effect to any arrangements for the purchase of the Notes of a
      defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial
      Purchasers and the Company as provided in paragraph (a) above, the aggregate
      principal amount of such Notes that remains unpurchased exceeds one-eleventh
      of
      the aggregate principal amount of all the Notes, or if the Company shall not
      exercise the right described in paragraph (b) above, then this Agreement shall
      terminate without liability on the part of the non-defaulting Initial
      Purchasers.  Any termination of this Agreement pursuant to this
      Section (c) shall be without liability on the part of the Company or the
      Guarantors, except that the Company and each of the Guarantors will continue
      to
      be liable for the payment of expenses as set forth in Section (d) hereof and
      except that the provisions of Section 0 hereof shall not terminate and shall
      remain in effect.





23





(d)           Nothing
      contained herein shall relieve a defaulting Initial Purchaser of any liability
      it may have to the Company, the Guarantors or any non-defaulting Initial
      Purchaser for damages caused by its default.




10.           Payment
      of Expenses.  (d)  Whether or not the transactions
      contemplated by this Agreement are consummated or this Agreement is terminated,
      the Company and each of the Guarantors jointly and severally agree to pay or
      cause to be paid all costs and expenses (together with any value added tax
      thereon) incidental to the performance of their respective obligations
      hereunder, including without limitation, (i) the costs incidental to the
      authorization, issuance, sale, preparation and delivery of the Notes and any
      taxes payable in that connection; (ii) the costs incidental to the preparation
      and printing of the Preliminary Offering Memorandum, any other Time of Sale
      Information and the Offering Memorandum (including any amendment or supplement
      thereto) and the distribution thereof; (iii) the costs of reproducing and
      distributing each of the Transaction Documents; (iv) the fees and expenses
      of
      the Company’s and the Guarantors’ and the Initial Purchasers’ respective legal
      counsel (provided that the Company shall not pay or cause to be paid legal
      fees
      of counsel to Initial Purchasers in excess of €350,000) and all external
      accountants; (v) the fees and expenses incurred in connection with the
      registration or qualification and determination of eligibility for investment
      of
      the Notes under the laws of such jurisdictions as the Representative may
      designate and the preparation, printing and distribution of a Blue Sky
      Memorandum (including the related fees and expenses of counsel for the Initial
      Purchasers); (vi) any fees charged by rating agencies for rating the Notes
      and
      all fees and expenses relating to the rating agency process, including those
      incident to making presentations to the rating agencies; (vii) the fees and
      expenses of the Trustee, the Security Agent and any paying agent (including
      related fees and expenses of any counsel to such parties); (viii) all expenses
      and application fees incurred in connection with the application for the Notes’
eligibility for clearance and settlement through Euroclear and Clearstream;
      (ix)
      all expenses incurred by the Company, the Guarantors and the Initial Purchasers
      in connection with any “road show” presentation to potential investors; (x) all
      expenses and application fees related to the listing of the Notes on the
      Exchange; (xi) the costs of preparing certificates evidencing the Notes; (xii)
      the fees and expenses of any Authorized Agent (as defined in Section (e)
      hereof); (xiii) the costs and charges of any transfer agent or registrar; (xiv)
      all stamp or other issuance or transfer taxes or governmental duties, if any,
      payable by the Initial Purchasers in connection with the offer and sale of
      the
      Notes to the Initial Purchasers and resales by the Initial Purchasers to the
      purchasers thereof; (xv) all out-of-pocket costs and expenses incurred by the
      Initial Purchasers in connection with this Agreement and the transactions
      contemplated hereby (including reasonable fees and other charges of professional
      advisors subject to the cap on legal fees set out in Section (d)(d)(iv)) not
      otherwise specifically provided for herein; and (xvi) all other costs and
      expenses incident to the performance by the Company and the Guarantors of their
      respective obligations under this Agreement and the Transaction Documents,
      whether or not otherwise specifically provided for in this Section.




(b)           If
      (i) this Agreement is terminated pursuant to Section 0, (ii) the Company for
      any
      reason fails to tender the Notes for delivery to the Initial Purchasers or
      (iii)
      the Initial Purchasers decline to purchase the Notes for any reason permitted
      under this Agreement, the Company and each of the Guarantors jointly and
      severally agree to reimburse the Initial Purchasers for all out-of-pocket costs
      and expenses (including the fees and expenses of their counsel) reasonably
      incurred by the Initial Purchasers in connection with this Agreement and the
      offering contemplated hereby.




24




11.           Persons
      Entitled to Benefit of Agreement.  This Agreement shall inure to
      the benefit of and be binding upon the parties hereto and their respective
      successors and any controlling persons referred to herein, and the affiliates,
      officers and directors of each Initial Purchaser referred to in Section 0
      hereof.  Nothing in this Agreement is intended or shall be construed
      to give any other person any legal or equitable right, remedy or claim under
      or
      in respect of this Agreement or any provision contained herein.  No
      purchaser of Notes from any Initial Purchaser shall be deemed to be a successor
      merely by reason of such purchase.




12.           Survival.  The
      respective indemnities, rights of contribution, representations, warranties
      and
      agreements of the Company, the Guarantors and the Initial Purchasers contained
      in this Agreement or made by or on behalf of the Company, the Guarantors or
      the
      Initial Purchasers pursuant to this Agreement or any certificate delivered
      pursuant hereto shall survive the delivery of and payment for the Notes and
      shall remain in full force and effect, regardless of any termination of this
      Agreement or any investigation made by or on behalf of the Company, the
      Guarantors or the Initial Purchasers.




Certain
      Defined Terms.  For purposes of this Agreement, (a) except where
      otherwise expressly provided, the term “affiliate” has the meaning set
      forth in Rule 405 under the Securities Act; (b) the term “business day”
means a day (other than a Saturday or a Sunday) on which banks are
      open for
      general business in London and****New York that is also a day
      on which the Trans-European Automated Real-time Gross Settlement Express
      Transfer (“TARGET”) payment system is open for the settlement of payments
      in euro; (c) the term “Exchange Act” means the U.S. Securities Exchange
      Act of 1934, as amended; (d) the term “subsidiary” has the meaning set forth in
      Rule 405 under the Securities Act; and (e) the term “significant
      subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under
      the Exchange Act.




13.           Miscellaneous.  (e)  *Authority
      of the Representative*.  Any action by the Initial Purchasers
      hereunder may be taken by the Representative on behalf of the Initial
      Purchasers, and any such action taken by the Representative shall be binding
      upon the Initial Purchasers.




(b)           *Notices*.  All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given if mailed or transmitted and confirmed by any
      standard form of telecommunication.  Notices to the Initial Purchasers
      shall be given to the Representative c/o J.P. Morgan Securities Ltd., 125 London
      Wall, London EC2Y 5AJ (fax: +44 (0) 207 777 3840; Attention:
      Christopher Munro); with a copy to Simpson Thacher & Bartlett LLP,
      CityPoint, One Ropemaker Street, London EC2Y 9HU, England (fax:
      +44 (0) 207 275 6502; Attention: Gregory Conway,
      Esq.  Notices to the Company and the Guarantors shall be given to them
      in care of CME Development Corporation, Aldwych House, 81 Aldwych, London WC2B
      4HN, England, (fax: +44 (0) 207 430 5403); Attention: Daniel Penn, Esq.; with
      a
      copy to Katten Muchin Rosenman LLP, 575 Madison Avenue, New York, NY 10022,
      USA
      (fax: +1 212 940 8776); Attention: Robert L. Kohl, Esq.




(c)           *Governing
      Law*.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of New York.




(d)           *Submission
      to Jurisdiction*.  The Company and each of the Guarantors
      irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or
      New
      York State court in the Borough of Manhattan in the City, County and State
      of
      New York, United States of America, in any legal suit, action or proceeding
      based on or arising under this Agreement and agrees that all claims in respect
      of such suit or proceeding may be determined in any such court.  The
      Company and each of the Guarantors irrevocably waive the defense of an
      inconvenient forum or objections to personal jurisdiction with respect to the
      maintenance of such legal suit, action or proceeding.  To the extent
      permitted by law, the Company and each of the Guarantors hereby waive any
      objections to the enforcement by any competent court in Bermuda, the Netherlands
      and the Netherlands Antilles of any judgment validly obtained in any such court
      in New York on the basis of any such legal suit, action or
      proceeding.  The Company and each of the Guarantors have appointed CT
      Corporation System (the “Authorized Agent”) as their authorized agent
      upon whom process may be served in any such legal suit, action or
      proceeding.  Such appointment shall be irrevocable.  The
      Authorized Agent has agreed to act as said agent for service of process and
      the
      Company and each of the Guarantors agree to take any and all action, including
      the filing of any and all documents and instruments that may be necessary to
      continue such appointment in full force and effect as aforesaid.  The
      Company and each of the Guarantors further agree that service of process upon
      the Authorized Agent and written notice of said service to the Company and
      the
      Guarantors shall be deemed in every respect effective service of process upon
      the Company and the Guarantors in any such legal suit, action or
      proceeding.  Nothing herein shall affect the right of any Initial
      Purchaser or any person controlling any Initial Purchaser to serve process
      in
      any other manner permitted by law.  The provisions of this Section
      (e)0 are intended to be effective upon the execution of this Agreement without
      any further action by the Company or any of the Guarantors and the introduction
      of a true copy of this Agreement into evidence shall be conclusive and final
      evidence as to such matters.





25




(e)           *Waiver
      of Immunity*.  To the extent the Company or any of the Guarantors
      or any of their respective properties, assets or revenues may have or may
      hereafter become entitled to, or have attributed to it, any right of immunity,
      on the grounds of sovereignty or otherwise, from any legal action, suit or
      proceeding, from the giving of any relief in any such legal action, suit or
      proceeding, from set-off or counterclaim, from the competent jurisdiction of
      any
      court, from service of process, from attachment upon or prior to judgment,
      from
      attachment in aid of execution of judgment, or from execution of judgment,
      or
      other legal process or proceeding for the giving of any relief or for the
      enforcement of any judgment, in any competent jurisdiction in which proceedings
      may at any time be commenced, with respect to its obligations, liabilities
      or
      any other matter under or arising out of or in connection with this Agreement,
      any of the Transaction Documents or any of the transactions contemplated hereby
      or thereby, the Company and each of the Guarantors hereby irrevocably and
      unconditionally waive, and agree not to plead or claim, any such immunity and
      consent to such relief and enforcement.




(f)           *Currency*.  Any
      payment on account of an amount that is payable to the Initial Purchasers in
      a
      particular currency (the “Required Currency”) that is paid to or for the
      account of the Initial Purchasers in lawful currency of any other jurisdiction
      (the “Other Currency”), whether as a result of any judgment or order or
      the enforcement thereof or the liquidation of the Company or any Guarantor
      or
      for any other reason shall constitute a discharge of the obligation of such
      obligor only to the extent of the amount of the Required Currency which the
      recipient could purchase in the New York or London foreign exchange markets
      with
      the amount of the Other Currency in accordance with normal banking procedures
      at
      the rate of exchange prevailing on the first day (other than a Saturday or
      Sunday) on which banks in New York or London are generally open for business
      following receipt of the payment first referred to above.  If the
      amount of the Required Currency that could be so purchased (net of all premiums
      and costs of exchange payable in connection with the conversion) is less than
      the amount of the Required Currency originally due to the recipient, then the
      Company and each of the Guarantors shall jointly and severally indemnify and
      hold harmless the recipient from and against all loss or damage arising out
      of
      or as a result of such deficiency.  This indemnity shall constitute an
      obligation separate and independent from the other obligations of the Company
      and each of the Guarantors, shall give rise to a separate and independent cause
      of action, shall apply irrespective of any indulgence granted by any person
      owed
      such obligation from time to time and shall continue in full force and effect
      notwithstanding any judgment or order for a liquidated sum in respect of an
      amount due hereunder or any judgment or order.





26




(g)           *Counterparts*.  This
      Agreement may be signed in counterparts (which may include counterparts
      delivered by any standard form of telecommunication), each of which shall be
      an
      original and all of which together shall constitute one and the same
      instrument.




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




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







[Remainder
      of page intentionally left blank]





27





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




Very
                truly yours,Central
                European Media Enterprises Ltd.By
            /s/
                Wallace MacmillanTitle:
            Chief
                Financial OfficerName:
            Wallace
                MacmillanCentral
                European Media Enterprises N.V.By
            /s/
                Mark WyllieTitle:
            Managing
                DirectorName:
            Mark
                WyllieCME
                Media Enterprises B.V.By
            /s/
                Alphons van SpaendonckTitle:
            Managing
                DirectorName:
            Alphons
                van SpaendonckBy
            /s/
                Henk van WijlenTitle:
            Managing
                DirectorName:
            Pan-Invest
                B.V., represented by Henk
                van Wijlen


28




Accepted:
                May 9, 2007J.P.
                MORGAN SECURITIES LTD.By:
            /s/
                Philip ReicherstorferAuthorized
                SignatoryLEHMAN
                BROTHERS INTERNATIONAL (EUROPE)By:
            /s/
                Stephen BourneAuthorized
                SignatoryING
                BANK N.V., LONDON BRANCHBy:
            /s/
                Martijn BruinsAuthorized
                SignatoryBy:
            /s/
                Lisa D’AguiarAuthorized
                Signatory


29




**Schedule
      1**




Initial
                Purchasers
            
            
            Principal
                Amount
            
            
            Purchase
                PriceJ.P.
                Morgan Securities Ltd.
            
            
            €
            50,000,000
            
            
            €
            49,330,000Lehman
                Brothers International (Europe)
            
            
            €
            50,000,000
            
            
            €
            49,250,000ING
                Bank N.V., London Branch
            
            
            €
            50,000,000
            
            
            €
            49,250,000Total
            
            €
            150,000,000
            
            
            €
            147,830,000


30
  **Schedule
      2**




**Subsidiaries
      of the Company**




Company
            Jurisdiction
                of OrganizationMedia
                Pro International S.A.
            RomaniaMedia
                Vision SRL
            RomaniaMPI
                Romania B.V.
            NetherlandsMediapro
                B.V.
            NetherlandsPro
                TV S.A.
            RomaniaMedia
                Pro Management S.A.
            RomaniaSport
                Radio TV Media SRL
            RomaniaInternational
                Media Services Ltd.
            BermudaInnova
                Film GmbH
            GermanyEnterprise
                “Inter-Media”
            UkraineUkrainian
                Media Services LLC
            UkraineUkrpromtorg-2003
                LLC
            UkraineNart
                LLC
            UkraineTV
                Stimul LLC
            UkraineGravis
                LLC
            UkraineDelta
                JSC
            UkraineTV
                Media Planet Ltd.
            CyprusBroadcasting
                Company “Studio 1+1”
            UkraineA.R.J.
                a.s.
            Slovak
                RepublicMarkiza-Slovakia,
                spol. s r.o.
            Slovak
                RepublicGamatex
                spol. s r.o.
            Slovak
                RepublicA.D.A.M.
                a.s.
            Slovak
                RepublicMM
                TV 1 d.o.o.
            SloveniaProdukcija
                Plus d.o.o.
            SloveniaPOP
                TV d.o.o.
            SloveniaKanal
                A d.o.o.
            SloveniaMTC
                Holding d.o.o.
            SloveniaEuro
                3 TV d.o.o.
            SloveniaNova
                TV d.d.
            CroatiaOperativna
                Kompanija d.o.o.
            CroatiaMedia
                House d.o.o.
            CroatiaCME
                Media Enterprises B.V.
            NetherlandsCME
                Czech Republic II B.V.
            NetherlandsCME
                Romania B.V.
            NetherlandsCME
                Ukraine Holding GmbH
            AustriaCME
                Cyprus Holding Ltd.
            CyprusCME
                Development Corporation
            USACentral
                European Media Enterprises N.V.
            Netherlands
                AntillesCentral
                European Media Enterprises II B.V.
            Netherlands
                AntillesCME
                Media Investments s r.o.
            Czech
                RepublicVILJA
                a.s.
            Czech
                RepublicCET
                21 spol. s r.o.
            Czech
                RepublicERIKA
                a.s.
            Czech
                RepublicMEDIA
                CAPITOL a.s.
            Czech
                RepublicNOVA-V.I.P.
                a.s.
            Czech
                RepublicHARTIC
                a.s.
            Czech
                RepublicGalaxie
                sport s r.o.
            Czech
                RepublicCME
                SR d.o.o.
            Serbia


31




Annex
      A


**Restrictions
      on Offers and Sales Outside the United States**




In
      connection with offers and sales of Notes outside the United
      States:




(a)           Each
      Initial Purchaser acknowledges that the Notes have not been registered under
      the
      Securities Act and may not be offered or sold within the United States or to,
      or
      for the account or benefit of, U.S. persons except pursuant to an exemption
      from, or in transactions not subject to, the registration requirements of the
      Securities Act.




(b)           Each
      Initial Purchaser, severally and not jointly, represents, warrants and agrees
      that:




(i)           Such
      Initial Purchaser has offered and sold the Notes, and will offer and sell the
      Notes, (A) as part of their distribution at any time and (B) otherwise until
      40
      days after the later of the commencement of the offering of the Notes and the
      Closing Date, only in accordance with Regulation S under the Securities Act
      (“Regulation S”) or Rule 144A or any other available exemption from
      registration under the Securities Act.




(ii)           None
      of such Initial Purchaser or any of its affiliates or any other person acting
      on
      its or their behalf has engaged or will engage in any directed selling efforts
      with respect to the Notes, and all such persons have complied and will comply
      with the offering restrictions requirement of Regulation S.




(iii)           At
      or prior to the confirmation of sale of any Notes sold in reliance on Regulation
      S, such Initial Purchaser will have sent to each distributor, dealer or other
      person receiving a selling concession, fee or other remuneration that purchase
      Notes from it during the distribution compliance period a confirmation or notice
      to substantially the following effect:




“The
      Notes covered hereby have not been registered under the U.S. Securities Act
      of
      1933, as amended (the “Securities Act”), and may not be offered or sold
      within the United States or to, or for the account or benefit of, U.S. persons
      (i) as part of their distribution at any time or (ii) otherwise until 40 days
      after the later of the commencement of the offering of the Notes and the date
      of
      original issuance of the Notes, except in accordance with Regulation S or Rule
      144A or any other available exemption from registration under the Securities
      Act.  Terms used above have the meanings given to them by Regulation
      S.”




(iv)           Such
      Initial Purchaser has not and will not enter into any contractual arrangement
      with any distributor with respect to the distribution of the Notes, except
      with
      its affiliates or with the prior written consent of the Company.




Terms
      used in paragraph (a) and this paragraph (b) and not otherwise defined in this
      Agreement have the meanings given to them by Regulation S.




(c)           Each
      Initial Purchaser, severally and not jointly, represents, warrants and agrees
      that:




(i)           it
      has not offered or sold and, prior to the date six months after the Closing
      Date, will not offer or sell any Notes to persons in the United Kingdom except
      to persons whose ordinary activities involve them in acquiring, holding,
      managing or disposing of investments (as principal or agent) for the purposes
      of
      their businesses or otherwise in circumstances which have not resulted and
      will
      not result in an offer to the public in the United Kingdom within the meaning
      of
      the United Kingdom Public Offers of Securities Regulations 1995 (as
      amended);





32




(ii)           it
      has only communicated or caused to be communicated and will only communicate
      or
      cause to be communicated any invitation or inducement to engage in investment
      activity (within the meaning of Section 21 of the FSMA) received by it in
      connection with the issue or sale of any Notes in circumstances in which Section
      21(1) of the FSMA does not apply to the Company or the Guarantors;
      and




(iii)           it
      has complied and will comply with all applicable provisions of the FSMA with
      respect to anything done by it in relation to the Notes in, from or otherwise
      involving the United Kingdom.




(d)           Each
      Initial Purchaser acknowledges that no action has been or will be taken by
      the
      Company that would permit a public offering of the Notes, or possession or
      distribution of the Preliminary Offering Memorandum, the Offering Memorandum
      or
      any other offering or publicity material relating to the Notes, in any country
      or jurisdiction where action for that purpose is required.





33





**Annex
      B**







34