Exhibit
10.9


Central
European Media Enterprises Ltd.
  €200,000,000
11.625% Senior Notes due 2016
  Purchase
Agreement
  September
10, 2009
  Deutsche
Bank AG, London Branch
 Winchester
House
 1 Great
Winchester Street
 London
EC2N 2DB
 
 BNP
Paribas London Branch
 10
Harewood Avenue
 London  NW1
6AA
 
 Merrill
Lynch International
 Merrill
Lynch Financial Centre
 2 King
Edward Street
 London  EC1A
1HQ
 
 Erste
Group Bank AG
 Graben
21
 A-1010
Vienna
 Austria
 
 J.P.
Morgan Securities Ltd.
 125
London Wall
 London  EC2Y
5AJ
 
 
 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 Deutsche Bank AG, London Branch is acting as
representative (the “Representative”),
€200,000,000 11.625% Senior Notes due 2016 (the “Notes”).  The
Notes will be issued pursuant to an Indenture to be dated as of September 17,
2009 (the “Indenture”) among the
Company, 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 trustee (the “Trustee”) and
security trustee (the “Security Trustee”),
and will be guaranteed on a senior basis (the “Guarantees”) by the
Guarantors.
  1
  The
obligations of the Company 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
Company’s rights under the framework agreement by and between the Company 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 Trustee, 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 datedSeptember 7, 2009 (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 or
prior to 10:00 pm (BST) on September 10, 2009 (the “Time of Sale”) when
sales of the Notes were first made, the following information shall have been
prepared (collectively, the “Time of Sale
Information”): the Preliminary Offering Memorandum, as supplemented and
amended by the written communications listed on Annex A hereto.
  The
Company will use the net proceeds of the Notes to (i) repay the €127.5 million
principal amount outstanding under the EBRD Loan (and to cancel the EBRD Loan
and release the security interests underlying the EBRD Loan) and (ii) to
repurchase and cancel a portion of the 2005 Notes with the remainder of the net
proceeds.
  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.
  2
  (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:
  (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 B 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 6(g) and 6(h), 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 B 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 the Notes to or through any affiliate of an
Initial Purchaser and that any such affiliate may offer and sell the 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.
  3
  2.            
Payment and
Delivery.  (a)  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 9:00am,
London time, on September 17, 2009, or at such other time or place on the same
or such other date, not later than the fifth business day thereafter, as the
Initial Purchasers 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.            
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 Offering Memorandum, Time of Sale
Information and Offering Memorandum.  Each document, if any,
filed or to be filed pursuant to the Exchange Act and incorporated by reference
in the Preliminary Offering Memorandum, the Time of Sale Information or the
Offering Memorandum complied or will comply when so filed in all material
respects with the Exchange Act and the applicable rules and regulations of the
Commission thereunder.  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 7(b) 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.
  4
  (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
written communications listed on Annex A hereto and other written communications
used in accordance with Section 4(c).
  (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), (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.
  (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 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 among the Company,
the Guarantors and the Initial Purchasers, dated September 10, 2009, 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, 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.
  5
  (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 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 capital stock
of the Company or its direct or indirect subsidiaries.
  (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.
  6
  (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 BNY Corporate Trustee Services
Limited (as successor to JPMorgan Chase Bank, N.A., London Branch), under the
indenture dated May 5, 2005 to the  €245,000,000 aggregate principal
amount of 8.25% Senior Notes due 2012 and under the indenture dated May 16, 2007
to the  €150,000,000 aggregate principal amount of Senior Floating
Rate Notes due 2014 (together, the “Existing Senior
Notes”) and to The Bank of New York, under the indenture dated March 10,
2008 to the $475,000,000 aggregate principal amount of 3.50% Senior Convertible
Notes due 2013 (the “Convertible Notes”)
and to the European Bank for Reconstruction and Development under a revolving
loan agreement dated July 21, 2006 for €100,000,000 and a revolving loan
agreement dated August 22, 2007 for €50,000,000 (each of which revolving loan
agreement is to be repaid and the related Collateral is to be released upon the
closing contemplated hereby) (together, the “EBRD
Loan”).  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.
  (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
factors3⁄4Risks
Relating to Enforcement Rights—We are a Bermuda company and enforcement 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.
  7
  (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 bye-laws or similar organizational documents of the
Company or any of its subsidiaries or (iii) result in the violation of any law
or statute or any judgment, order, rule or regulation of any court or arbitrator
or governmental or regulatory authority, except in the case of clauses (i) and
(iii) above, for any such conflict, breach or violation that would not,
individually or in the aggregate, have a Material Adverse Effect.
  (p) No Consents
Required.  No consent, approval, authorization, order, 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.
  (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.
  8
  (r) Independent Accountants.
Deloitte 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 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.
  (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.
  9
  (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.
  10
  (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 1, 2004, 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 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.
  11
  (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 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.
  12
  (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 September 10, 2009) 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
B 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.
  13
  (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.
  (rr)         
Stabilization.  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, including
any sanctions administered by the Office of Foreign Assets
Control.
  14
  (yy)         Exchange
Listing.  Application has been made to list the Notes on the
Official List of the Luxembourg Stock Exchange (the “Exchange”) for
admission to trading on the Euro MTF market 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 listed in Annex A
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.
  15
  (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.
  (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 90days after the date
hereof, the Company and each of the Guarantors will not, without the prior
written consent of the Representative, 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.
  16
  (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.
  (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.
  17
  (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.
  (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 Representative (such consent not to be unreasonably
withheld and provided that if no response is received from the Representative
within 24 hours of receipt by the Representative 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
Representative, such press release or communication is required by law or the
rules and regulations of the NASDAQ Global Select Market 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 A or prepared pursuant to Section 4(c)
above;
  18
  (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 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.
  (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 3(d) 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.
  19
  (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 3(a) 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 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 LLP with
respect to such letters or specify that any such liability must be adjudicated
by a court in the jurisdiction of Deloitte LLP or, to the extent that the laws
of the jurisdiction of Deloitte 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.
  (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, substantially in the
form of Annexes D through I hereto and 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) 10b-5 Statement of Counsel for the
Company and the Guarantors. The Representative shall have received on and
as of the Closing Date a 10b-5 statement of Katten Muchin Rosenman LLP, counsel
for the Company and the Guarantors, substantially in the form of Annex J and
such counsel shall have received such documents and information as they may
reasonably request to enable them to pass upon such matters.
  (i) Opinion and 10b-5 Statement of
Counsel for the Initial Purchasers.  The Representative shall
have received on and as of the Closing Date an opinion and 10b-5 statement 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.
  20
  (j) 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.
  (k) 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.
  (l) Euroclear and
Clearstream.  The Notes shall be eligible for clearance and
settlement through Euroclear and Clearstream.
  (m)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 (i) 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 and (ii) a
duly executed copy of the Global Deed of Release among EBRD, the Company and the
Guarantors (x) confirming that, on the Closing Date, upon receipt of all amounts
owing under the EBRD Loan, the EBRD Loan will be fully paid and the Liens in
favor of EBRD will be released as of such date and (y) undertaking to provide
customary further assurances to cause any security interests to be released or
to provide evidence of such release.
  (n) Indenture and the
Notes.  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.
  (o) 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 Trustee, as
applicable.
  (p) 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.
  (q) 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.
  (r) 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 Trustee 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.
  21
  (s) 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 Trustee to act as Security Trustee
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).
  (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.
  22
  (c) Notice and
Procedures.  If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any person in respect of which indemnification may be sought
pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”)
shall promptly notify the person against whom such indemnification may be sought
(the “Indemnifying
Person”) in writing; provided that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under this Section 7 except to the extent that it has
been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under this
Section 7.  If any such proceeding shall be brought or asserted
against an Indemnified Person and it shall have notified the Indemnifying Person
thereof, the Indemnifying Person shall be entitled to participate in, and assume
the defense of, such proceeding with counsel reasonably satisfactory to the
Indemnified Person and shall pay the fees and expenses of such counsel related
to such proceeding, as incurred.  In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person, (iii) the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to
those available to the Indemnifying Person or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them.  It is understood and agreed that the Indemnifying
Person shall not, in connection with any proceeding or related proceeding in the
same jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Indemnified Persons and that all
such fees and expenses shall be 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 Deutsche Bank AG,
London Branch 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.
  23
  (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 7 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 7, 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 7 are several in proportion to their respective
purchase obligations hereunder and not joint.
  (f) Non-Exclusive
Remedies.  The remedies provided for in this Section 7 are not
exclusive and shall not limit any rights or remedies that may otherwise be
available to any Indemnified Person at law or in equity.
  24
  8.            
Termination.  This
Agreement may be terminated in the absolute discretion of the Initial
Purchasers, 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 Nasdaq Global Select Market, New
York Stock Exchange, 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 Initial
Purchasers, 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 3(a) is
incorrect.
  9.            
Defaulting Initial
Purchaser.  (a)  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 9, 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 ratashare (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 9 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 10 hereof and
except that the provisions of Section 7 hereof shall not terminate and shall
remain in effect.
  25
  (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.  (a)  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 (including €400,000 for the U.S. counsel to the Initial Purchasers plus
reasonable disbursements, and including the fees and reasonable disbursements of
local counsel) and the fees and disbursements of 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
Trustee 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 14 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 10(a)(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 8, (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.
  26
  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 7
hereof.  Nothing in this Agreement is intended or shall be construed
to give any other person any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision contained herein.  No
purchaser of 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.
  13.           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 andNew 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; and (d) the term
“subsidiary” has the meaning set forth in Rule 405 under the Securities
Act.
  14.           Miscellaneous.  (a)  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 Deutsche Bank AG, London Branch,
Winchester House, 1 Great Winchester Street, London EC2N 2DB, England (fax:
+44 (0) 207 547 2704; Attention: Paul Cahalan); with a copy to Simpson
Thacher & Bartlett LLP, CityPoint, One Ropemaker Street, London EC2Y 9HU,
England (fax: +44 (0) 207 275 6502; Attention: Nick Shaw,
Esq.).  Notices to the Company and the Guarantors shall be given to
them in care of CME Development Corporation, 52 Charles Street, London W1J 5EU,
England (fax: +44 (0) 207 127 5801; 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.
  27
  (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 14(d) 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.
  (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.
  28
  (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]
  29
  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/ Charles
      FrankTitle:  
      Chief Financial OfficerName:
      Charles FrankCentral
      European Media Enterprises N.V.By
      /s/ Oliver
      MeisterTitle:  
      Managing Director AName:
      Oliver MeisterCME
      Media Enterprises B.V.By
      /s/ Alphons van
      SpaendonckTitle:  
      Managing DirectorName:
      A.N.G.V. SpaendonckBy
      /s/ Henk van
      WijlenTitle:  
      HA van Wijlen on behalf of Pan-Invest B.V.Name:
      Managing Director
 
 30
 
 Accepted:
September 10, 2009
  
  DEUTSCHE
BANK AG, LONDON BRANCH
 
 By:
              /s/ Camelia
      Robu
 Authorized
Signatory
 
 By:
              /s/ Matthias
      Russwurm
 Authorized
Signatory
 
 
 BNP
PARIBAS
 
 By:
              /s/ Arnaud
      Tresca
 Authorized
Signatory
 
 
 MERRILL
LYNCH INTERNATIONAL
 
 By:
              /s/ Stephen D.
      Paras
 Authorized
Signatory
 
 
 ERSTE
GROUP BANK AG
 
 By:
              /s/ Manfred
      Bordis
 Authorized
Signatory
 
 By:
              /s/ Kathrin
      Gfall
 Authorized
Signatory
 
 
 J.P.
MORGAN SECURITIES LTD.
 
 By:
              /s/ Philip
      Reicherstorfer
 Authorized
Signatory
 31
  Schedule
1
  Initial Purchasers
              
              Principal Amount
              
              
              Initial Purchasers’
Discount
              
              
              Gross Proceeds
              
              
              Purchase PriceDeutsche
      Bank AG, London Branch
              
              €
              84,000,000
              
              
              €
              1,890,000
              
              
              €
              82,539,240
              
              
              €
              80,649,240BNP
      Paribas
              
              €
              44,000,000
              
              
              €
              990,000
              
              
              €
              43,234,840
              
              
              €
              42,244,840Merrill
      Lynch International
              
              €
              44,000,000
              
              
              €
              990,000
              
              
              €
              43,234,840
              
              
              €
              42,244,840Erste
      Group Bank AG
              
              €
              14,000,000
              
              
              €
              315,000
              
              
              €
              13,756,540
              
              
              €
              13,441,540J.P.
      Morgan Securities Ltd.
              
              €
              14,000,000
              
              
              €
              315,000
              
              
              €
              13,756,540
              
              
              €
              13,441,540Total
              
              €
              200,000,000
              
              
              €
              4,500,000
              
              
              €
              196,522,000
              
              
              €
              192,022,000


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