Unassociated Document


    
      
        

      

    

    
      Exhibit 10.11

      


      


      CME
MEDIA ENTERPRISES B.V.

      


      


      and

      


      


      TOP
TONE MEDIA HOLDINGS LIMITED

      


      


      and

      


      


      EQUIP
LIMITED

      


      


      _________________________________________________

      


      


      TV2
GROUP SHAREHOLDERS AGREEMENT

      


      _________________________________________________

      


      


      July
28, 2008


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CONTENTS

      


      
        
          
            
              	 
      	 	 
      	
                      Page

                    
	
                      1

                    	 	
                      Definitions
      and Interpretation

                    	
                      1

                    
	
                      2

                    	 	
                      Warranties

                    	
                      7

                    
	
                      3

                    	 	
                      The
      Business of the TV2 Group

                    	
                      7

                    
	
                      4

                    	 	
                      Board
      Appointments

                    	
                      8

                    
	
                      5

                    	 	
                      Board
      Meetings

                    	
                      12

                    
	
                      6

                    	 	
                      Board
      Authority

                    	
                      14

                    
	
                      7

                    	 	
                      Further
      Undertaking

                    	
                      15

                    
	
                      8

                    	 	
                      The
      Annual Budget

                    	
                      15

                    
	
                      9

                    	 	
                      Minority
      Rights

                    	
                      16

                    
	
                      10

                    	 	
                      Transfer
      of Ownership Interests

                    	
                      18

                    
	
                      11

                    	 	
                      Tag
      Along Right

                    	
                      20

                    
	
                      12

                    	 	
                      Put
      Option

                    	
                      21

                    
	
                      13

                    	 	
                      Call
      Option

                    	
                      23

                    
	
                      14

                    	 	
                      Provision
      Relating to Transfers

                    	
                      25

                    
	
                      15

                    	 	
                      Events
      of Default

                    	
                      25

                    
	
                      16

                    	 	
                      Termination
      and Consequences of Termination

                    	
                      26

                    
	
                      17

                    	 	
                      Additional
      Undertakings

                    	
                      26

                    
	
                      18

                    	 	
                      Trade
      Restrictions

                    	
                      27

                    
	
                      19

                    	 	
                      Acknowledgement

                    	
                      28

                    
	
                      20

                    	 	
                      Status
      of Agreement and Effect

                    	
                      28

                    
	
                      21

                    	 	
                      Confidentiality

                    	
                      28

                    
	
                      22

                    	 	
                      Notices

                    	
                      29

                    
	
                      23

                    	 	
                      Entire
      Agreement

                    	
                      31

                    
	
                      24

                    	 	
                      Third
      Party Rights

                    	
                      32

                    
	
                      25

                    	 	
                      Amendments

                    	
                      32

                    
	
                      26

                    	 	
                      Waiver

                    	
                      32

                    
	
                      27

                    	 	
                      Costs
      and Expenses

                    	
                      32

                    
	
                      28

                    	 	
                      Assignment

                    	
                      32

                    
	
                      29

                    	 	
                      No
      Partnership

                    	
                      32

                    
	
                      30

                    	 	
                      Severability

                    	
                      32

                    
	
                      31

                    	 	
                      Further
      Assurance

                    	
                      33

                    
	
                      32

                    	 	
                      Counterparts

                    	
                      33

                    
	
                      33

                    	 	
                      Governing
      Law and Jurisdiction

                    	
                      33

                    
	
                      34

                    	 	
                      Dispute
      Resolution

                    	
                      33

                    


            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIS TV2 GROUP SHAREHOLDERS
AGREEMENT (this "Agreement") is made on July
28, 2008

      


      BETWEEN:

       

      
        
        

      

      
        	
                (1)

              	
                CME MEDIA ENTERPRISES B.V.,
      a company organized under the laws of the Netherlands, and having
      its seat at Dam 5b, JS 1012 Amsterdam, the Netherlands ("CME
  ME");

              


      

      


      
        	
                (2)

              	
                TOP TONE MEDIA HOLDINGS
      LIMITED, a BVI Business company organized under the laws of the
      British Virgin Islands with registered number 1381053 and having its
      registered office at 3rd
      Floor, Omar Hodge Building, Wickhams Cay I, P.O. Box 362, Road Town,
      Tortola, British Virgin Islands ("Top Tone Holdings");
      and

              


      

      


      
        	
                (3)

              	
                EQUIP LIMITED, a BVI
      Business company organized under the laws of the British Virgin Islands
      with registered number 1415526 and having its registered office at Trident
      Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands ("Equip", together with
      Top Tone Holdings, the "Top Tone
      Parties")

              


      

      


      WHEREAS:

      


      
        	
                (A)

              	
                CME
      ME and Top Tone Holdings have entered into a Master Share Purchase
      Agreement dated July 28, 2008 (the "MSPA") pursuant to which
      CME ME has agreed to purchase from Top Tone Holdings 80% of the issued
      share capital of Top Tone Media (as defined below) and 80% of the issued
      share capital of Zopal (also as defined below) in exchange for the
      Purchase Price (as defined in the
MSPA);

              


      

      


      
        	
                (B)

              	
                Following
      the First Closing of the MSPA, CME ME, Top Tone Holdings and Equip will
      hold 2480 shares, 311 shares and 309 shares in Top Tone Media
      respectively;

              


      

      


      
        	
                (C)

              	
                Following
      the Second Closing of the MSPA, CME ME and Top Tone Holdings will hold 80
      shares and 20 shares in Zopal respectively;
and

              


      

      


      
        	
                (D)

              	
                Pursuant
      to the MSPA, CME ME, and Top Tone Holdings agreed to enter into this
      Agreement to regulate the business and affairs of the TV2 Group (as
      defined below) and the rights among CME ME, Top Tone Holdings and Equip as
      shareholders in Top Tone Media and the rights between CME ME and Top Tone
      Holdings as shareholders in Zopal.

              


      

      


      IT IS AGREED as
follows:

      
        
        

      

       

      
        	
                1

              	
                Definitions
      and Interpretation

              


      

      


      
        	
                1.1

              	
                Terms
      not otherwise defined herein shall, unless the context requires otherwise,
      bear the meanings ascribed thereto in the MSPA;
  and

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      
        
          	
                  "Acceptance

                  Notice"

                	
                  has
      the meaning given thereto in Clause 10.1
(b);

                


        

        


        
          	
                  "Advertising

                  Agreement"

                	
                  means
      the cooperation agreement relating to the sale of commercial inventory
      among TV2, Ring TV and "Piero97 MA" AD in the Agreed
  Form;

                


        

        


        
          	
                  "Affiliate"

                	
                  of
      a person means any person that directly or indirectly through one or more
      intermediaries, Controls, is Controlled by, or is under common Control
      with, such person;

                


        

        


        
          	
                  "Annual
      Budget"

                	
                  has
      the meaning given thereto in Clause
8.1;

                


        

        


        
          	
                  "Board of
      Directors"

                	
                  means
      the Top Tone Media Board of Directors or the Zopal Board of Directors, as
      applicable;

                


        

        


        
          	
                  "Business
      Day"

                	
                  means
      a day (other than a Saturday or a Sunday) on which commercial banks are
      open for general business in, Sofia, New York and London (other than
      solely for services via the
internet);

                


        

        


        
          	
                  "Call"

                	
                  has
      the meaning given thereto in Clause
13;

                


        

        


        
          	
                  "Call Closing
      Date"

                	
                  has
      the meaning given thereto in Clause
13.3(c);

                


        

        


        
          	
                  "Call
    Notice"

                	
                  has
      the meaning given thereto in Clause
13.3;

                


        

        


        
          	
                  "Call
    Price"

                	
                  means
      an amount equal to the Valuation;

                


        

         

        
          	
                  "Called
      Party"

                	
                  has
      the meaning given thereto in Clause
13.1;

                


        

         

        
          	
                  "CME Group

                  Transfer"

                	
                  means
      a transfer by CME ME of all or any part of its Ownership Interest in Top
      Tone Media or Zopal to one or more of its Affiliates, which Affiliates
      shall agreed to be bound by this Agreement as if an original Party with
      identical rights and obligations as has CME ME
  hereunder;

                


        

        


        
          	
                  "Consultancy
      Deed"

                	
                  means
      the consultancy deed entered into on or around the date of this
      Agreement;

                


        

        


        
          	
                  "Control"

                	
                  means
      the power to direct or cause the direction of the management or policy of
      any Person, directly or indirectly, through family relationship (if a
      natural person), the holding of securities or other participation
      interests, by virtue of an agreement, arrangement or understanding or on
      other grounds, and "Controlling" and "Controlled" shall have
      the correlative meanings proceeding from this
  term.

                


        

        


        
          	
                  "Disposal
      Notice"

                	
                  has
      the meaning given thereto in Clause
10.1(e);

                


        


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        
          	
                  "Editorial
      Code"

                	
                  means
      the editorial code from time to time adopted by the TV2 Supervisory
      Committee;

                


        

        


        
          	
                  "Event of
      Default"

                	
                  has
      the meaning given thereto in Clause
15.1;

                


        

        


        
          	
                  "Financial
      Year"

                	
                  means
      the financial year of TV2 or LGC as applicable, which shall be a 12 month
      period ending on 31 December of each
year;

                


        

        


        
          	
                  "Investment
      Bank"

                	
                  means
      an international investment bank of recognised international standing with
      experience conducting valuations of broadcasting
  assets;

                


        

        


        
          
            
              
                
                  
                    
                    

                  

                  
                    
                      	
                              "LGC"

                            	
                              means
      LG Consult EOOD, a limited liability company organized and existing under
      the laws of the Republic of Bulgaria with registration number 12574/2006
      and having its registered address at 66 Belomorski Prohod Str., Block 2,
      1st
      Floor, App 2, Lozenets Region, Sofia, Republic of
  Bulgaria;

                            


                    

                  

                

              

            

          

        

        


        
          	
                  "LGC Group

                  Business"

                	
                  means
      the broadcasting operations of Ring TV, Max TV, Radio Mila (as such
      operations may be rebranded from time to time) and such other businesses
      as are owned by Zopal from time to time otherwise than in accordance with
      the terms of this Agreement;

                


        

        


        
          	
                  "LGC
      Supervisory

                  Committee"

                	
                  means
      the supervisory committee of LGC;

                


        

        


        
          	
                  "MSPA"

                	
                  has
      the meaning given thereto in the
Recitals;

                


        

        


        
          	
                  "Non-Selling
      Party"

                	
                  has
      the meaning given thereto in Clause
10.1(a);

                


        

        


        
          	
                  "Objection
      Notice"

                	
                  has
      the meaning given thereto in Clause
12.6;

                


        

        


        
          	
                  "Ownership
      Interests"

                	
                  means
      the shares, participation rights or other equity ownership interest of Top
      Tone Media or Zopal, as applicable;

                


        

        


        
          	
                  "Purchaser"

                	
                  has
      the meaning given thereto in Clause
10.1(e)(ii);

                


        

        


        
          	
                  "Put"

                	
                  has
      the meaning given thereto in Clause
12;

                


        

        


        
          	
                  "Put Closing
      Date"

                	
                  has
      the meaning given thereto in Clause
12.4(c);

                


        

        


        
          	
                  "Put Party
    "

                	
                  has
      the meaning given thereto in Clause
12.1;

                


        

        


        
          	
                  "Put
    Notice"

                	
                  has
      the meaning given thereto in Clause
12.4;

                


        

        


        
          	
                  "Put
    Price"

                	
                  means
      an amount equal to the
Valuation;

                


        


        
          
             


          

          
            3

            
              

            

          

          
             


          

        


        
          	
                  "Ring TV"

                	
                  means
      Ring-SV AD, a joint stock company organized and existing under the laws of
      the Republic of Bulgaria with registration number 7774/1997 and having its
      registered address at 27 Tsarigradsko Shosse Blvd., Sredets Region, Sofia,
      Republic of Bulgaria;

                


        

        


        
          	
                  "Ring TV

                  Supervisory

                  Board"

                	
                  means
      the supervisory board of Ring TV;

                


        

        


        
          	
                  "Statutory

                  Executives"

                	
                  means
      the General Director and the Finance Director of TV2, Top Tone BG, LGC or
      Ring TV, as applicable;

                


        

        


        
          	
                  "Supervisory

                  Committee"

                	
                  means
      the supervisory committee of TV2 or  LGC or the supervisory
      board of Ring TV, as applicable;

                


        

        


        
          	
                  "Tagged Party
      "

                	
                  has
      the meaning given thereto in Clause
11.1;

                


        

        


        
          	
                  "Tag Along
      Notice"

                	
                  has
      the meaning given thereto in Clause
11.2;

                


        

        


        
          	
                  "Tag Along
      Right"

                	
                  has
      the meaning given thereto in Clause
11.1;

                


        

        


        
          	
                  "Top Tone
    BG"

                	
                  means
      Top Tone Media Bulgaria EOOD, a limited liability company organized under
      the laws of the Republic of Bulgaria with registration number 175413380
      and its registered address at 17 Voyvodina Mogila Str., Ovcha Kupel
      Region, Sofia, Republic of Bulgaria and a wholly owned subsidiary of
      TV2;

                


        

        


        
          	
                  "Top Tone
      Group

                  Transfer"

                	
                  means
      a transfer by Top Tone Holdings or Equip of all or any part of their
      respective Ownership Interest in Top Tone Media to each
    other;

                


        

        


        
          	
                  "Top Tone
      Media"

                	
                  means
      Top Tone Media S.A., a public limited liability company (société anonyme)
      organized under the laws of Luxembourg with registered number B 124257 and
      having its registered office at Rue Aldringen no. 19, Luxembourg
      L-1118;

                


        

        


        
          	
                  "Top Tone
      Media

                  Board of
      Directors"

                	
                  means
      in respect of Top Tone Media, collectively the directors appointed thereto
      from time to time in accordance with the terms
  hereof;

                


        

        


        
          	
                  "Transaction

                  Documents"

                	
                  means
      this Agreement, the MSPA, the Advertising Agreement, the Terminated
      Agreements and the Consultancy
Deed;

                


        

         

        
          	
                  "Transfer
      Notice"

                	
                  has
      the meaning given thereto in Clause
10.1(a);

                


        

        


        
          	
                  "TV2"

                	
                  means
      TV2 EOOD, a limited liability company organized under the laws of the
      Republic of Bulgaria with registration number 121853910 and its registered
      address at 2 Tsanko Tserkovski Str., Lozenets Region, 1407 Sofia, Republic
      of Bulgaria;

                


        


        
          
             


          

          
            4

            
              

            

          

          
             


          

        


        
          	
                  "TV2
    Group"

                	
                  means
      Top Tone Media and Zopal and their respective
  subsidiaries;

                


        

        


        
          	
                  "TV2 Group 

                  Business"

                	
                  means
      the broadcasting operations of TV2 and Top Tone BG (as such operations may
      be rebranded from time to time) and such other businesses as are owned by
      Top Tone Media from time to time otherwise than in accordance with the
      terms of this Agreement;

                


        

        


        
          	
                  "TV2
      Supervisory

                  Committee"

                	
                  means
      the supervisory committee of TV2;

                


        

        


        
          	
                  "U.S.
      Dollars"

                  or
      "US$"

                	
                  means
      the official currency for the time being of the United States of
      America;

                


        

        


        
          	
                  "Valuation"

                	
                  means
      the amount expressed in U.S. Dollars equal to the average
    of:

                


        

        


        
          	
                   
      

                	
                  (a)

                	
                  the
      valuation of the Ownership Interests in Top Tone Media or Zopal, as
      applicable, calculated with reference to 100% of the enterprise value of
      Top Tone Media or Zopal, as applicable, and in accordance with the
      percentage of such Ownership Interest, provided by an Investment Bank
      appointed by CME ME (the "CME Valuation");
      and

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  the
      valuation of the Ownership Interests in Top Tone Media or Zopal, as
      applicable, calculated with reference to 100% of the enterprise value of
      Top Tone Media or Zopal, as applicable, and in accordance with the
      percentage of such Ownership Interest, provided by an Investment Bank
      appointed by the Top Tone Parties or Top Tone Holdings, as applicable (the
      "Seller
      Valuation"),

                


        

        


        provided
that the difference between the CME Valuation and the Seller Valuation is not
more than 5%. In the event the difference between the CME Valuation and the
Seller Valuation is more than 5%, the Valuation shall be the average of the
middle valuation and the valuation that is nearest to it (with the third
valuation being disregarded), in respect of the CME Valuation, the Seller
Valuation and a valuation of the Ownership Interests in Top Tone Media or Zopal,
as applicable, provided by an Investment Bank that is jointly appointed (as an
expert and not as an arbitrator) by the Investment Bank that carried out the CME
Valuation and the Investment Bank that carried out the Seller Valuation, and
whose cost shall be shared equally by the Top Tone Parties or Top Tone Holdings,
as applicable, on the one hand and CME ME on the other hand;

        


        
          	
                  "Voting
      Rights"

                	
                  means,
      as the case may be:

                


        


        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        
          	
                   
      

                	
                  (i)

                	
                  in
      respect of CME ME, the voting rights of CME ME in Top Tone Media and Zopal
      and/or any of their respective subsidiaries or other entities over which
      they exercise management control (as appropriate);
  or

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  in
      respect of Top Tone Holdings, the voting rights in Top Tone Media and
      Zopal and/or any of their subsidiaries or other entities over which it
      exercises management control (as appropriate);
  or

                


        

        


        
          	
                   
      

                	
                  (iii)

                	
                  in
      respect of Equip, the voting rights in Top Tone Media and/or any of its
      subsidiaries or other entities over which it exercises management control
      (as appropriate);

                


        

        


        
          	
                  "Working
      Hours"

                	
                  means
      the hours of 9:00 a.m. to 5:00 p.m. on a Business
  Day

                


        

        


        
          	
                  "Zopal"

                	
                  means
      Zopal S.A., a public limited liability company (société anonyme) organized
      under the laws of Luxembourg with registered number B 139431 and having
      its registered address at Aldringen no. 19, Luxembourg L-1118;
      and

                


        

        


        
          	
                  "Zopal Board

                  of
      Directors"

                	
                  means
      in respect of Zopal, collectively the directors appointed thereto from
      time to time in accordance with the terms
  hereof.

                


        

      

       

      
        	
                1.2

              	
                In
      construing this Agreement, unless otherwise
  specified:

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (a)

              	
                references
      to Clauses and Schedules are to clauses of, and schedules to, this
      Agreement;

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (b)

              	
                references
      to a "person"
      shall be construed so as to include any physical or legal person, firm,
      company or other body corporate, government, state or agency of a state,
      local or municipal authority or government body or any joint venture,
      association or partnership (whether or not having separate legal
      personality);

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (c)

              	
                a
      reference to any law, regulation, statute or statutory provision shall be
      construed as a reference to the same as it may have been, or may from time
      to time be, amended, modified or
re-enacted;

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (d)

              	
                any
      reference to a "day" (including within
      the phrase "Business
      Day") shall mean a period of 24 hours running from midnight to
      midnight (except for the days of time change lasting 25 or 23 hours which
      days shall be 25 or 23 hours
respectively);

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (e)

              	
                references
      to time are to Central European
Time;

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (f)

              	
                a
      reference to any other document referred to in this Agreement is a
      reference to that other document as amended, varied, novated or
      supplemented (other than in breach of the provisions of this Agreement) at
      any time;

              


      

      
        
        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (g)

              	
                headings,
      recitals and titles are for convenience only and do not affect the
      interpretation of this Agreement;

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (h)

              	
                general
      words shall not be given a restrictive meaning by reason of the fact that
      they are followed by particular examples intended to be embraced by the
      general words; and

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (i)

              	
                references
      to a "Party" or
      the "Parties"
      shall be construed as to include and each of its permitted successors and
      permitted assignees.

              


      

      
        
        

      

       

      
        	
                2

              	
                Warranties

              


      

      


      
        	
                2.1

              	
                Each
      Party warrants to the each other Party
that:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                it
      has full power, authority and right to enter into and carry out its
      obligations hereunder;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                this
      Agreement constitutes its valid and legally binding obligations;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      entry into and performance by it of this Agreement and the transactions
      contemplated by this Agreement do not and will not conflict
      with:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      law or regulation or judicial or other
order;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                its
      constitutional documents; or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                any
      document which is binding on it or on any of its
  assets.

              


      

      


      
        	
                2.2

              	
                Each
      of the warranties set out above are deemed to be repeated by each Party
      upon the exercise and upon the completion of the Put, the Call or the Tag
      Along Right.

              


      

      
        
        

      

       

      
        	
                3

              	
                The
      Business of the TV2 Group

              


      

      
        
        

      

       

      
        	
                3.1

              	
                The
      business of Top Tone Media and Zopal are to act as holding companies for
      the TV2 Group Business and the LGC Group Business respectively and to
      ensure their respective operations are conducted in accordance with the
      terms hereof.

              


      

      


      
        	
                3.2

              	
                Each
      of CME ME and the Top Tone Parties shall use its commercially reasonable
      endeavours to promote and develop the TV2 Group Business to the best
      advantage of Top Tone Media, CME ME and the Top Tone
    Parties.

              


      

      


      
        	
                3.3

              	
                Each
      of CME ME and Top Tone Holdings shall use its commercially reasonable
      endeavours to promote and develop the LGC Group Business to the best
      advantage of Zopal, CME ME and Top Tone
  Holdings.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                4

              	
                Board
      Appointments

              


      

      


      
        	
                4.1

              	
                CME
      ME and the Top Tone Parties agree and shall procure that Top Tone Media
      shall have a Board of Directors as
follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Top Tone Media Board of Directors shall consist of three
      directors.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                CME
      ME shall have the right to nominate and be represented by two directors of
      the Top Tone Media Board of Directors and the Top Tone Parties shall
      jointly have the right to nominate and be represented by one director of
      the Top Tone Media Board of Directors, save in the event that the
      aggregate Ownership Interest of the Top Tone Parties in Top Tone Media
      falls at any time beneath 6%, in which event the Top Tone Parties' right
      to nominate and be represented by one director shall cease and CME ME
      shall have the right to nominate and be represented by all of the three
      directors of the Top Tone Media Board of
  Directors.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Decisions
      of the Top Tone Media Board of Directors will be taken by simple majority
      vote other than any decision below, which shall require the affirmative
      vote of the member of the Top Tone Media Board of Directors designated by
      the Top Tone Parties:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      restructuring or reorganisation of any of the subsidiaries of Top Tone
      Media (other than a merger or other restructuring to combine the TV2 Group
      Business and the LGC Group Business, provided that any such merger or
      restructuring is without prejudice to the rights of Top Tone Holdings and
      is otherwise permitted by law);

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      sale of the issued share capital of TV2, or the business of TV2 and its
      subsidiaries, or substantially all of the assets of the TV2 Group
      Business, in the event that such sale adversely affects Top Tone Holdings'
      right under Clauses 10, 11 and 12;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                a
      resolution related to the surrender or other disposal of the TV2 Licenses
      (other than to comply with any regulatory
  requirement);

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                a
      decision to enter into or cause the TV2 Group to enter into any business
      that is not media or media-related;
and

              


      

      


      
        	
                 
      

              	
                (v)

              	
                a
      decision to issue any shares in Top Tone Media other than as permitted
      pursuant to Clause 9.2.

              


      

      


      
        	
                4.2

              	
                CME
      ME and Top Tone Holdings agree and shall procure that Zopal shall have a
      Board of Directors as follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Zopal Board of Directors shall consist of three
  directors.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                CME
      ME shall have the right to nominate and be represented by two directors of
      the Zopal Board of Directors and Top Tone Holdings shall have the right to
      nominate and be represented by one director of the Zopal Board of
      Directors, save in the event that the Ownership Interest of Top Tone
      Holdings in Zopal falls at any time beneath 6%, in which event Top Tone
      Holdings' right to nominate and be represented by one director shall cease
      and CME ME shall have the right to nominate and be represented by all of
      the three directors of Zopal Board of
Directors.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Decisions
      of the Zopal Board of Directors will be taken by simple majority vote
      except for any decision below, which shall require the affirmative vote of
      the member of the Zopal Board of Directors designated by Top Tone
      Holdings:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      restructuring or reorganisation of any of the subsidiaries of Zopal (other
      than a merger or other restructuring to combine the TV2 Group Business and
      the LGC Group Business, provided that any such merger or restructuring is
      without prejudice to the rights of Top Tone Holdings and is otherwise
      permitted by law);

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      sale of the issued share capital of LGC, or the business of LGC and its
      subsidiaries, or substantially all of the assets of the LGC Group
      Business, in the event that such sale adversely affects Top Tone Holdings'
      right under Clauses 10, 11 and 12;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                a
      resolution related to the surrender or other disposal of the LGC Licenses
      (other than to comply with any regulatory
  requirement);

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                a
      decision to enter into or cause LGC to enter into any business that is not
      media or media-related; and

              


      

      


      
        	
                 
      

              	
                (v)

              	
                a
      decision to issue any shares in Zopal other than as permitted pursuant to
      Clause 9.2.

              


      

      


      
        	
                4.3

              	
                CME
      ME and Top Tone Parties agree and shall procure that TV2 shall have a TV2
      Supervisory Committee as follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      TV2 Supervisory Committee shall consist of three
  members.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                CME
      ME shall have the right to nominate and be represented by two members of
      the TV2 Supervisory Committee and the Top Tone Parties shall jointly have
      the right to nominate and be represented by one member of the TV2
      Supervisory Committee, save in the event that the aggregate Ownership
      Interest of the Top Tone Parties in Top Tone Media falls at any time
      beneath 6%, in which event the Top Tone Parties' right to nominate and be
      represented by one member shall cease and CME ME shall have the right to
      nominate and be represented by all of the three members of the TV2
      Supervisory Committee.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Decisions
      of the TV2 Supervisory Committee will be taken by simple majority vote
      except as expressly provided
herein.

              


      

      


      
        	
                4.4

              	
                CME
      ME and the Top Tone Parties agree and shall procure that TV2 shall have an
      executive committee as follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      TV2 executive committee shall consist of the General Director, the Finance
      Director, the Legal Director, the Director of Programming, the Sales
      Director and the News Director.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                For
      so long as the Top Tone Parties have the right to nominate and be
      represented by a member of the TV2 Supervisory Committee, the member of
      the TV2 Supervisory Committee so nominated by the Top Tone Parties will be
      entitled to nominate up to three candidates with appropriate
      qualifications and experience for the position of News Director for
      appointment by the TV2 Supervisory Committee.  In the event the
      TV2 Supervisory Committee, acting reasonably, does not wish to appoint the
      first candidate, the Top Tone Parties shall jointly nominate a second
      candidate.  In the event the TV2 Supervisory Committee, acting
      reasonably, does not appoint the second candidate, the Top Tone Parties
      shall jointly nominate a third candidate.  The appointed
      candidate may be removed for failure to abide by the Editorial Code and in
      such case the Top Tone Parties shall jointly be entitled to nominate
      another candidate for the position of News Director as provided
      herein.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      TV2 Supervisory Committee shall nominate and, to the extent permitted by
      Bulgarian law, appoint the members of the TV2 executive
      committee.  The member of the TV2 Supervisory Committee
      designated by the Top Tone Parties shall be entitled to make non-binding
      recommendations for candidates for each of these
  positions.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      appointment and removal of the members of the Top Tone BG executive
      committee shall be approved by the TV2 Supervisory
    Committee.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Each
      of TV2 and Top Tone BG shall be legally represented in accordance with
      Bulgarian law by its respective General Director and Finance Director,
      acting jointly as Statutory
Executives.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                To
      the extent a shareholder resolution is required for the appointments of
      any member of the TV2 executive committee or the Top Tone BG executive
      committee, CME ME and the Top Tone Parties shall procure that Top Tone
      Media, as the sole owner of TV2, promptly passes such resolution to
      appoint such members of the TV2 executive committee and that TV2, as the
      sole owner of Top Tone BG, promptly passes such resolution to appoint such
      members of the Top Tone BG executive
committee.

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                4.5

              	
                CME
      ME and Top Tone Holdings agree and shall procure that LGC shall have a
      Supervisory Committee and Ring TV shall have a Supervisory Board as
      follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      LGC Supervisory Committee and the Ring TV Supervisory Board shall each
      consist of three members.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                CME
      ME shall have the right to nominate and be represented by two members of
      each of the LGC Supervisory Committee and the Ring TV Supervisory Board
      and Top Tone Holdings shall have the right to nominate and be represented
      by one member of each of the LGC Supervisory Committee and the Ring TV
      Supervisory Board, save in the event that the Ownership Interest of Top
      Tone Holdings in Zopal falls at any time beneath 6%, in which event Top
      Tone Holdings' right to nominate and be represented by one member shall
      cease and CME ME shall have the right to nominate and be represented by
      all of the three members of each of the LGC Supervisory Committee and the
      Ring TV Supervisory Committee.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Decisions
      of each of the LGC Supervisory Committee and the Ring TV Supervisory Board
      will be taken by simple majority vote except as expressly provided
      herein.

              


      

      


      
        	
                4.6

              	
                CME
      ME and Top Tone Holdings agree and shall procure that each of LGC and Ring
      TV shall have an executive committee as
follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      executive committee shall consist of the General Director, the Finance
      Director, the Legal Director, the Director of Programming, the Sales
      Director and the News Director.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      LGC Supervisory Committee and the Ring TV Supervisory Board, as
      applicable, shall nominate and, to the extent permitted by Bulgarian law,
      appoint the members of the LGC executive committee and the Ring TV
      executive committee, respectively.  The member of the LGC
      Supervisory Committee or the Ring TV Supervisory Board, as applicable,
      designated by Top Tone Holdings shall be entitled to make non-binding
      recommendations for candidates for each of these
  positions.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      appointment and removal of the members of the Ring TV Supervisory Board
      and management board shall be approved by the LGC Supervisory
      Committee.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Each
      of LGC and Ring TV shall be legally represented in accordance with
      Bulgarian law by its respective General Director and Finance Director,
      acting jointly as Statutory
Executives.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                To
      the extent a shareholder resolution is required for the appointments of
      any member of the LGC executive committee or the Ring TV Supervisory Board
      and management board, CME ME and Top Tone Holdings shall procure that
      Zopal, as the sole shareholder of LGC, promptly passes such resolution to
      appoint such members of the LGC executive committee and that LGC, as the
      owner of 88.7% of the share capital of Ring TV, shall vote at a general
      meeting of shareholders and shall procure that the members of the Ring TV
      Supervisory Board shall vote in favour of such resolution to promptly
      appoint such members of the Ring TV Supervisory Board and management
      board, respectively.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                4.7

              	
                The
      Parties may appoint alternates to their appointees to the relevant
      Supervisory Committee as specified above.  An alternate will
      have one vote for each member of the relevant Supervisory Committee in
      respect of whom he is appointed and who is absent from the relevant
      meeting.

              


      

      


      
        	
                4.8

              	
                Each
      Supervisory Committee and each Board of Directors shall elect one of the
      members appointed by CME ME to serve as its chairman, who shall preside at
      the meetings of the relevant Supervisory Committee or the relevant Board
      of Directors, as the case may be, but shall not have a separate or casting
      vote.

              


      

      


      
        	
                4.9

              	
                No
      member of the Supervisory Committee shall be compensated for service in
      such capacity, but all shall be reimbursed their reasonable expenses
      subject to the policies (if any) adopted by the relevant Supervisory
      Committee or the relevant Board of Directors, as the case may
      be.

              


      

      


      
        	
                4.10

              	
                Either
      Party may at any time replace any of its respective nominees appointed
      pursuant to this Clause 4 and the Parties shall exercise their respective
      Voting Rights and powers to procure that any nominees who are being
      replaced are removed from, and the replacement nominees are appointed to,
      the relevant Supervisory Committee or the relevant Board of Directors, as
      the case may be, of the relevant entity as soon as is
      practicable.

              


      

      
        	
                 
      

              	 


      

      
        	
                5

              	
                Board
      Meetings

              


      

      


      
        	
                5.1

              	
                CME
      ME and the Top Tone Parties agree and shall procure that regular meetings
      of the TV2 Supervisory Committee and the Top Tone Media Board of Directors
      shall be held on such dates, but in any event no less frequently than once
      per quarter, and at such times and places, as are determined from time to
      time by resolution of the TV2 Supervisory Committee or the Top Tone Media
      Board of Directors, as the case may
be.

              


      

      


      
        	
                5.2

              	
                CME
      ME and Top Tone Holdings agree and shall procure that regular meetings of
      the LGC Supervisory Committee, the Ring TV Supervisory Board and the Zopal
      Board of Directors shall be held on such dates, but in any event no less
      frequently than once per quarter, and at such times and places, as are
      determined from time to time by resolution of the LGC Supervisory
      Committee, the Ring TV Supervisory Board or the Zopal Board of Directors,
      as the case may be.

              


      

      


      
        	
                5.3

              	
                Any
      member of the relevant Supervisory Committee or the relevant Board of
      Directors as the case may be shall be entitled to raise items for the
      agenda of a regular meeting of that Supervisory Committee or that Board of
      Directors, as the case may be.

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                5.4

              	
                The
      General Director or Finance Director of TV2, LGC or Ring TV, as
      applicable, may call an extraordinary meeting of the relevant Supervisory
      Committee.

              


      

      


      
        	
                5.5

              	
                Meetings
      of a Supervisory Committee or a Board of Directors, as the case may be,
      shall be convened and held as
follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                prior
      written notice of any meeting of a Supervisory Committee or a Board of
      Directors, as the case may be, shall be given to each member at least
      three Business Days prior to such meeting.  Any such notice
      shall contain an agenda identifying in reasonable detail the matters to be
      discussed at the meeting and shall be accompanied by copies of any
      relevant papers to be discussed thereat.  Any matter that is
      submitted to a Supervisory Committee or a Board of Directors, as the case
      may be, for a decision, but which is not identified in reasonable detail
      on such agenda, shall not be decided upon at that meeting, unless
      otherwise agreed by all of the members
present;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      presence of two members of a Supervisory Committee or a Board of
      Directors, as the case may be, constitutes a quorum and, subject to
      Clauses 4.1(c) and 4.2(c) with respect to the Top Tone Media Board of
      Directors and the Zopal Board of Directors, the vote of at least two
      members present at any meeting at which a quorum is present shall be
      required for a decision;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                alternate
      members may participate in meetings of a Supervisory Committee on behalf
      of duly appointed members in their
absence;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                members
      may participate in a meeting by teleconference, videoconference or other
      electronic means whereby each member may hear all other members, and any
      member so participating shall be considered to be present.  A
      meeting shall deemed to be held where the largest number of participating
      members is, or if there is no such maximum, at the location of the
      chairman; and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                any
      action required or permitted to be taken at any meeting of a Supervisory
      Committee or, as the case may be, a Board of Directors may be taken
      without a meeting if all members consent thereto (and make any appropriate
      resolution or perform any action, as the case may be) in writing, and such
      writing or writings are filed with the minutes of proceedings of a
      Supervisory Committee or a Board of Directors, as the case may
      be.

              


      

      


      
        	
                5.6

              	
                The
      appointment of any Bulgarian citizen to a Supervisory Committee by CME ME
      shall be subject to the approval of the Top Tone Parties or Top Tone
      Holdings, as applicable, which shall not be unreasonably withheld or
      delayed.

              


      

      
        
        

      

       

      
        	
                6

              	
                Board
      Authority

              


      

      


      
        	
                6.1

              	
                The
      authority of the Supervisory Committee of TV2 and LGC shall include the
      right to:

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                approve
      the five-year plan and any amendments thereto for TV2 or, as the case may
      be, LGC;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                approve
      the Annual Budget and expenditures in excess of the Annual Budget for TV2
      or, as the case may be, LGC;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                propose
      the appointment and removal of the Statutory Executives of TV2 or, as the
      case may be, LGC to Top Tone Media or Zopal, as
  applicable;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                approve
      the appointment or removal of the other members of the executive
      committees of TV2 or LGC, as
applicable;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                determine
      the compensation of the members of any executive committee for TV2 or, as
      the case may be, LGC (other than compensation of the Statutory Executives
      of TV2 and LGC, whose compensation shall be determined by Top Tone Media
      and Zopal, respectively);

              


      

      


      
        	
                 
      

              	
                (f)

              	
                approve
      delegated authorities for expenditures up to US$250,000 (or its
      equivalent) for TV2 or, as the case may be, LGC or their respective
      subsidiaries;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                approve
      expenditures in excess of US$250,000 (or its equivalent) for TV2 or, as
      the case may be, LGC or their respective
  subsidiaries;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                approve
      any decision to borrow or lend money by TV2 or, as the case may be, LGC or
      their respective subsidiaries;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                approve
      the Advertising Agreement and the entering into the same, and any material
      amendments thereto or termination thereof to the extent such Advertising
      Agreement is entered into by TV2 or one of its subsidiaries (for the
      Supervisory Committee of TV2) or, as the case may be, to the extent such
      Advertising Agreement is entered into by LGC or one of its subsidiaries
      (for the Supervisory Committee of
LGC);

              


      

      


      
        	
                 
      

              	
                (j)

              	
                approve
      any related party agreements or arrangements of any member of any
      executive committee or Supervisory Committee of TV2 or one of its
      subsidiaries (for the Supervisory Committee of TV2) or, as the case may
      be, LGC or one of its subsidiaries (for the Supervisory Committee of LGC);
      and

              


      

      


      
        	
                 
      

              	
                (k)

              	
                approve
      other items delegated to the Supervisory Committee pursuant to the
      foundation act of TV2 or the foundation act of LGC, as applicable, or a
      decision of the general meeting of TV2 or LGC, as
    applicable.

              


      

      


      
        	
                6.2

              	
                The
      Parties acknowledge that as long as TV2 or LGC are limited liability
      companies incorporated under Bulgarian law, the relevant Supervisory
      Committee and executive committee shall enjoy consultative functions and
      shall facilitate the implementation of the decisions, instructions,
      regulations and policies adopted by TV2 or LGC, as the case may
      be.

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                7

              	
                Further
      Undertaking

              


      

      


      
        	
                7.1

              	
                CME
      ME and the Top Tone Parties shall each exercise all of their respective
      Voting Rights and powers to procure, or as appropriate procure that Top
      Tone Media or the TV2 Supervisory Committee procures, the matters set out
      in Clause 5 and Clause 6, including the adoption of necessary amendments
      to the constitutive document of TV2 and the execution of amendments to the
      terms of employment of the Statutory Executives of TV2 or, to the extent
      required, any other member of an executive
  committee.

              


      

      


      
        	
                7.2

              	
                CME
      ME and Top Tone Holdings shall each exercise all of their respective
      Voting Rights and powers to procure or, as appropriate procure that Zopal
      or the LGC Supervisory Committee procures, the matters set out in Clause 5
      and Clause 6, including the adoption of necessary amendments to the
      constitutive document of LGC and the execution of amendments to the terms
      of employment of the Statutory Executives of LGC or, to the extent
      required, any other member of an executive
  committee.

              


      

      


      
        	
                7.3

              	
                CME
      ME and Top Tone Holdings shall each exercise all of their respective
      Voting Rights and powers to procure or, as appropriate procure that LGC or
      the Ring TV Supervisory Board procures, the matters set out in Clause 5
      and the adoption of amendments to the by-laws of Ring TV to incorporate a
      two-tier governance structure, including a supervisory board with the
      authorities set out in Clause 6 and the execution of amendments to the
      terms of employment of the Statutory Executives of Ring TV or, to the
      extent required, any other member of an executive
    committee.

              


      

      
        
        

      

       

      
        	
                8

              	
                The
      Annual Budget 

              


      

      
        
        

      

       

      
        	
                8.1

              	
                CME
      ME and the Top Tone Parties shall each exercise their respective Voting
      Rights to procure that the TV2 Group Business, and CME ME and Top Tone
      Holdings shall each exercise their respective Voting Rights to procure
      that the LGC Group Business, are conducted in accordance with the initial
      business plan proposed by CME ME during the remainder of the current
      Financial Year and prior to the end of each Financial Year, the executive
      committee of TV2 and the executive committee of LGC shall jointly prepare
      for approval by their respective Supervisory Committees the annual budget
      for the TV2 Group Business and the LGC Group Business on a combined basis
      for the next Financial Year (the "Annual Budget"), which
      shall include, in particular, the
following:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                a
      cashflow statement giving:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                an
      estimate of the working capital requirements;
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      recommendation for the necessary retention of profits of the previous
      Financial Year to satisfy such working capital
    requirements;

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                a
      projected profit and loss account;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                an
      operating budget and balance sheet
forecast;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                a
      management report giving business objectives for the year;
    and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                a
      financial report which shall include an analysis of the results of such of
      the TV2 Group Business as is conducted by TV2 (or its subsidiaries) and
      the results of such of the LGC Group Business as is conducted by LGC (or
      its subsidiaries) for the previous Financial Year compared with the Annual
      Budget for that year, identifying variations in sales revenues, costs and
      other material items.

              


      

      


      
        	
                8.2

              	
                The
      Parties shall exercise their respective Voting Rights to procure that the
      Annual Budgets are adopted by the Top Tone Media Board of Directors and
      the Zopal Board of Directors as soon as reasonably practicable following
      each Annual Budget being produced and agreed for each Financial
      Year.

              


      

      


      
        	
                8.3

              	
                CME
      ME undertakes to procure that sufficient funds will be made available to
      TV2 to meet its investment commitments under the Advertising
      Agreement.

              


      

      
        
        

      

       

      
        	
                9

              	
                Minority
      Rights

              


      

      
        
        

      

       

      
        	
                9.1

              	
                CME
      ME and the Top Tone Parties shall each exercise their respective Voting
      Rights to procure that Top Tone Media shall not without the prior consent
      of the Top Tone Parties, and CME ME and Top Tone Holdings shall each
      exercise their respective Voting Rights to procure that Zopal shall not
      without the prior consent of Top Tone
Holdings:

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (a)

              	
                amend
      the articles of association of Top Tone Media or Zopal in the event that
      such amendment will adversely affects the rights of Top Tone Parties or
      Top Tone Holdings, as the case may be, under Clauses 9.1(b), (c), (d),
      (e), (f) and (g);

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (b)

              	
                pass
      any resolution for its winding up or
  liquidation;

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (c)

              	
                amalgamate
      or merge with any other company or business undertaking  (other
      than a merger or other restructuring to combine Top Tone Media and Zopal,
      provided that any such merger or restructuring is without prejudice to the
      rights of the Top Tone Parties and is otherwise permitted by
      law);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                demerge,
      reorganize or divide into different
entities;

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (e)

              	
                increase
      the amount of the issued share capital of Top Tone Media or Zopal or allow
      any of the share capital of Top Tone Media or Zopal to be issued or
      subscribed for except as may be permitted pursuant to Clause
      9.2;

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (f)

              	
                decrease
      or effect any reduction or cancellation of the amount of the authorised or
      issued share capital of Top Tone Media or Zopal or purchase or redeem any
      of the shares of Top Tone Media or
Zopal;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                effect
      any other changes or reorganisation of its share capital of Top Tone Media
      or Zopal that have the effect of varying the rights of the Top Tone
      Parties in its Ownership Interests in Top Tone Media or Zopal except as
      may be permitted hereunder;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                cause
      restructuring or reorganisation of any of the subsidiaries of Top Tone
      Media or Zopal (other than a merger or other restructuring to combine the
      TV2 Group Business and the LGC Group Business, provided that any such
      merger or restructuring is without prejudice to the rights of the Top Tone
      Parties and is otherwise permitted by
law);

              


      

      


      
        	
                 
      

              	
                (i)

              	
                cause
      the sale of the issued share capital of TV2 or LGC, the business of TV2
      and its subsidiaries, the business of LGC and its subsidiaries or
      substantially all of the assets of the TV2 Group Business or the LGC Group
      Business, in the event that such sale adversely affects the Top Tone
      Parties' right under Clauses 10, 11 and
12;

              


      

      


      
        	
                 
      

              	
                (j)

              	
                expel
      or by any means cause the termination of the direct or indirect
      participation of the Top Tone Parties in the TV2 Group other than in
      connection with a sale or transfer permitted
  hereunder;

              


      

      


      
        	
                 
      

              	
                (k)

              	
                pass
      any resolutions related to the surrender or other disposal of the TV2
      Group Licenses (other than to comply with any regulatory
      requirement);

              


      

      


      
        	
                 
      

              	
                (l)

              	
                cause
      the TV2 Group to enter into any media or media-related business;
      and

              


      

      


      
        	
                 
      

              	
                (m)

              	
                declare
      any dividends other than in accordance with Clause
  9.3.

              


      

      


      
        	
                9.2

              	
                In
      the event that the TV2 Group Business or the LGC Group Business requires
      additional funding after CME ME has funded the TV2 Group Business and the
      LGC Group Business in cash with an aggregate amount at least equal to
      US$140,000,000 or its equivalent in another currency (excluding the
      Purchase Price paid by CME ME under the MSPA) ("Investment Amount"),
      Clause 9.1(e) shall not apply to any issuance of new shares by Top Tone
      Media or Zopal for raising such additional funds, provided that (i) the
      Top Tone Parties shall not be obliged to subscribe for any new shares, and
      (ii) the Ownership Interest of Top Tone Holdings in Zopal and the
      aggregate Ownership Interest of the Top Tone Parties in Top Tone Media, as
      the case may be, shall in no event be diluted to less than 6% as a result
      of any such issuance.

              


      

      


      
        	
                9.3

              	
                CME
      ME and the Top Tone Parties shall each exercise their respective Voting
      Rights to procure that Top Tone Media, and CME ME and Top Tone Holdings
      shall each exercise their respective Voting Rights to procure that Zopal,
      shall not make or pay any dividend or other distribution until such time
      as the Investment Amount has been contributed and the Investment Amount
      and all associated debts and interest thereon is repaid in
      full.

              


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                10

              	
                Transfer
      of Ownership Interests

              


      

      


      
        	
                10.1

              	
                CME
      ME may sell, transfer, grant any security interest over or otherwise
      dispose of all or any part of its Ownership Interest in Top Tone Media or
      Zopal in accordance with the provisions of this Clause
  10.

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (a)

              	
                CME
      ME agrees that whenever it wishes to sell, transfer or otherwise dispose
      of all or any part of its Ownership Interest in Top Tone Media or Zopal
      other than pursuant to a CME Group Transfer, it shall give notice (a
      "Transfer Notice")
      to the Top Tone Parties (in respect of the sale, transfer or otherwise
      disposal of all or any part of the Ownership Interest in Top Tone Media)
      and Top Tone Holdings (in respect of the sale, transfer or otherwise
      disposal of all or any part of the Ownership Interest in Zopal) of such
      intention  (each a "Non-Selling
      Party").  A Transfer Notice shall
  specify:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      relevant Ownership Interest proposed to be sold, transferred or otherwise
      disposed of;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      cash amount of the consideration for which such Ownership Interest is
      proposed to be sold, transferred or otherwise disposed of;
    and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      other principal terms and conditions of such intended sale or
      disposal.

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (b)

              	
                If
      a Non-Selling Party wishes to acquire such Ownership Interest as specified
      in the Transfer Notice for the consideration and on the other terms and
      conditions specified therein, the Non-Selling Party shall give notice to
      CME ME of such intention (an "Acceptance Notice")
      within twenty (20) Business Days of receipt of the Transfer Notice;
      provided, that only one Top Tone Party shall be entitled to deliver an
      Acceptance Notice in respect of Top Tone
Media.

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (c)

              	
                If
      a Non-Selling Party delivers such an Acceptance Notice to CME ME, CME ME
      and the Non-Selling Party shall in good faith and acting reasonably
      negotiate terms for definitive transfer documentation in accordance with
      the terms of the Transfer Notice for a further period of thirty (30)
      Business Days from the receipt by CME ME of the Acceptance
      Notice.  Not later than the day falling forty-five (45) Business
      Days following the receipt by CME ME of the Acceptance Notice (and for the
      avoidance of doubt notwithstanding the negotiations as aforesaid and their
      status), the Non-Selling Party shall acquire from CME ME and pay for the
      Ownership Interest as specified in the Transfer Notice for the
      consideration and on the other terms and conditions specified therein and
      otherwise as (and if) agreed in the thirty (30) Business Day period
      referred to above.

              


      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                If
      no Acceptance Notice is delivered in accordance with Clause 10.1(b) or if
      at the end of the forty-five (45) Business Day period referred to in
      Clause 10.1(c), the Non-Selling Party has not acquired from CME ME and
      paid for the Ownership Interest as specified in the Transfer Notice as
      aforesaid (otherwise than solely due to the default by CME ME of the terms
      hereof), CME ME may, subject to the Tag Along Right and within the period
      of one hundred and twenty (120) Business Days
  following:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      date of the last date on which an Acceptance Notice could be delivered in
      accordance with Clause 10.1(b); or as the case may
  be

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      end of the forty-five (45) Business Day period referred to in Clause
      10.1(c),

              


      

      


      sell,
transfer or otherwise dispose of CME ME's Ownership Interest specified in the
Transfer Notice to any third party purchaser(s); provided that CME ME shall not
so sell, transfer or otherwise dispose of such Ownership Interest for a pro-rata
amount that is less than the consideration specified in the Transfer Notice (or
for consideration otherwise than in cash but having an equivalent value, in the
reasonable opinion of CME ME).

      
        
        

      

       

      
        	
                 
      

              	
                (e)

              	
                If
      CME ME effects a sale, transfer or other disposal of some or all of its
      Ownership Interest in Top Tone Media or Zopal other than by way of a CME
      Group Transfer, it shall serve a notice of such sale, transfer or other
      disposal (a "Disposal
      Notice") on the Top Tone Parties (in respect of the sale, transfer
      or otherwise disposal of all or any part of the Ownership Interest in Top
      Tone Media) and Top Tone Holdings (in respect of the sale, transfer or
      otherwise disposal of all or any part of the Ownership Interest in Zopal)
      which shall state:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                what
      percentage of its relevant Ownership Interest was so sold, transferred or
      otherwise disposed of;

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      identity of the third party purchaser (the "Purchaser");
      and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                where
      applicable, an offer to the Top Tone Parties for the exercise of their Tag
      Along Right in respect of Top Tone Media or, as the case may be, to Top
      Tone Holdings for the exercise of its Tag Along Right in respect of
      Zopal.

              


      

      


      
        	
                10.2

              	
                Save
      under and pursuant to the Tag Along Right, the Put, the Call or a Top Tone
      Group Transfer, Top Tone Holdings may not sell, transfer or otherwise
      dispose of, grant any option over or create or permit other encumbrance,
      security interest or third party right on or over all or any part of its
      Ownership Interest in respect of Top Tone Media and Zopal or its Voting
      Rights or any other rights or privileges it may have in connection with
      its Ownership Interest in respect of Top Tone Media and Zopal without the
      prior written consent of CME
ME.

              


      


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      
        	
                10.3

              	
                Save
      under and pursuant to the Tag Along Right, the Put, the Call or a Top Tone
      Group Transfer, Equip may not sell, transfer or otherwise dispose of,
      grant any option over or create or permit other encumbrance, security
      interest or third party right on or over all or any part of its Ownership
      Interest in respect of Top Tone Media or its Voting Rights or any other
      rights or privileges it may have in connection with its Ownership Interest
      in respect of Top Tone Media without the prior written consent of CME
      ME.

              


      

      


      
        	
                10.4

              	
                For
      the avoidance of doubt, CME ME (or any of its Affiliates to whom Ownership
      Interests have been transferred) may create or permit any other
      encumbrance, security interest or third party right on or over all or any
      part of their Ownership Interest or their voting rights or any other
      rights or privileges they may have in connection with its Ownership
      Interest.

              


      

      
        
        

      

       

      
        	
                11

              	
                Tag
      Along Right

              


      

      
        
        

      

       

      
        	
                11.1

              	
                If
      CME ME serves a Disposal Notice pursuant to Clause 10 and pursuant to such
      Disposal Notice CME ME has agreed to sell all or a majority of all the
      Ownership Interests in Top Tone Media or Zopal to a Purchaser, the Top
      Tone Parties (in respect of their respective sale of the Ownership
      Interests in Top Tone Media) and/or Top Tone Holdings (in respect of a
      sale of its Ownership Interest in Zopal) (each a "Tagged Party") shall
      have the right (subject to Clause 11.4) to sell their entire Ownership
      Interests in Top Tone Media or Zopal as the case may be to the Purchaser
      at the price per share and otherwise on the terms and conditions specified
      in the Disposal Notice (the "Tag Along
      Right").

              


      

      
        
        

      

       

      
        	
                11.2

              	
                A
      Tagged Party may exercise the Tag Along Right within ten (10) Business
      Days of receipt of the Disposal Notice by delivering a written notice
      stating the exercise of such right to CME ME (the "Tag Along
      Notice").

              


      

      
        
        

      

       

      
        	
                11.3

              	
                By
      delivery of the Tag Along Notice, a Tagged Party agrees to sell its entire
      Ownership Interest at the price per share and otherwise on the terms and
      conditions specified in, and concurrently with the proposed transaction
      described in, the Disposal Notice.  Once delivered, such Tag
      Along Notice shall be irrevocable and the Tagged Party shall be obligated
      to deliver and sell its Ownership Interest pursuant thereto and on the
      terms thereof.

              


      

      


      
        	
                11.4

              	
                In
      the event that a Tagged Party so exercises the Tag Along Right and that
      the Purchaser wishes to purchase some but not all of the Ownership
      Interests offered by CME ME and the Tagged Party, each of CME ME and the
      Tagged Party shall be entitled to sell to the Purchaser such portion of
      their respective Ownership Interests pro rata to the entire Ownership
      Interests in Top Tone Media or Zopal, as the case may be, that are offered
      by CME and the Tagged Party in connection
  herewith.

              


      

      


      
        	
                11.5

              	
                Upon
      the delivery of a Put Notice (in respect of the Ownership Interest in Top
      Tone Media), the relevant Top Tone Parties shall be deemed to have
      irrevocably waived their Tag Along Right in respect of such Ownership
      Interest in Top Tone Media.

              


      


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                11.6

              	
                Upon
      the delivery of a Put Notice (in respect of the Ownership Interest in
      Zopal), Top Tone Holdings shall be deemed to have irrevocably waived its
      Tag Along Right in respect of such Ownership Interest in
      Zopal.

              


      

      
        
        

      

       

      
        	
                12

              	
                Put
      Option

              


      

      
        
        

      

       

      
        	
                12.1

              	
                For
      good and valuable consideration, the receipt and sufficiency of which are
      hereby acknowledged, each of the Top Tone Parties and Top Tone Holdings
      (each a "Put
      Party") shall, subject to the provisions of this Clause 12, have
      the irrevocable and unconditional right to require CME ME to purchase all
      or any part of its Ownership Interests in Top Tone Media and Zopal
      respectively at the Put Price (the "Put").

              


      

      
        
        

      

       

      
        	
                12.2

              	
                Subject
      to Clause 15.3, the Put shall be exercisable at any time following the
      fifth anniversary of the date of this Agreement or at any time following
      the giving of a Call Notice otherwise than in respect of all of the
      Ownership Interests in Top Tone Media or in Zopal above an Ownership
      Interest of 6%, as applicable.

              


      

      


      
        	
                12.3

              	
                The
      right of a Put Party to exercise the Put is conditional upon the
      following:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                neither
      Top Tone Holdings nor any of its Affiliates or, as the case may be,
      neither the Top Tone Parties nor any of their respective Affiliates being
      in material breach of any of the Transaction
  Documents;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Put Party having full unencumbered right and title to its entire Ownership
      Interest in Top Tone Media or in Zopal, as applicable;
  and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                no
      Event of Default shall have occurred and be
  continuing.

              


      

      
        
        

      

       

      
        	
                12.4

              	
                A
      Put Party may only exercise the Put by giving a written exercise notice (a
      "Put Notice") to
      CME ME.  The Put Notice
shall:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                state
      that the Put Party is exercising the
Put;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                request
      CME ME nominate an Investment Bank for purposes of the Valuation;
      and

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (c)

              	
                state
      the anticipated time and place on which CME ME shall be obliged, subject
      to the completion of the Valuation, to acquire the entire Ownership
      Interests of the Put Party in exchange of payment by CME ME of the Put
      Price, which (subject to such terms and conditions) shall occur on a date
      falling not more than twenty (20) Business Days after the date on which
      such Valuation is completed (or, in each case, such later date as is
      necessary to obtain all required governmental and regulatory approvals and
      consents) (the "Put
      Closing Date").

              


      

      


      
        	
                12.5

              	
                Once
      given, a Put Notice shall be
irrevocable.

              


      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      
        	
                12.6

              	
                If
      CME ME receives a Put Notice, CME ME may give written notice (an "Objection Notice") to
      the Put Party within ten (10) Business Days of the receipt of such Put
      Notice of any objections to the exercise of the Put. If such Objection
      Notice contains valid grounds for objection, the Put shall not be
      exercisable.  If the grounds for objection specified in the
      Objection Notice are capable of remedy, the Put Party may remedy any such
      grounds for objection. If, following such a remedy, the Put Party wishes
      to exercise the Put, it shall recommence the process outlined in this
      Clause 12.

              


      

      


      
        	
                12.7

              	
                Within
      twenty (20) Business Days of receipt of a Put Notice (provided that no
      Objection Notice containing valid grounds for objection has been served),
      each of CME ME and Top Tone Holdings shall appoint an Investment Bank (in
      each case as an expert and not an arbitrator) for the purposes of
      determining the Valuation.

              


      

      
        
        

      

       

      
        	
                12.8

              	
                CME
      ME and the Put Party shall instruct their respective Investment Banks to
      agree on common valuation parameters within fifteen (15) Business Days of
      appointment (which shall be limited to considerations of economic value
      only, on a "debt-free, cash-free" basis viewed as a passive investment
      without regard for any board or management positions or any share transfer
      restrictions).

              


      

      


      
        	
                12.9

              	
                CME
      ME and the Put Party shall use their commercially reasonable efforts to
      cause their respective Investment Banks to provide their valuations of the
      Ownership Interests within thirty (30) Business Days of agreeing the
      common valuation parameters.

              


      

      


      
        	
                12.10

              	
                In
      the event that a third Investment Bank is jointly appointed, CME ME and
      the Put Party shall use their commercially reasonable efforts to cause
      such Investment Bank to provide its valuation of the Ownership Interests
      within twenty (20) Business Days of its appointment based on the same
      valuation principles as referred to in Clause
  12.8.

              


      

      


      
        	
                12.11

              	
                The
      consummation of the Put shall take place at such time and place as may be
      specified in the Put Notice in accordance with the foregoing or otherwise
      agreed among the Parties. CME ME shall have no obligation to pay any
      portion of the Put Price unless all conditions to the exercise of the Put
      are satisfied and remain satisfied on the Put Closing Date.  CME
      ME shall pay the full amount of the Put Price to such bank account as is
      nominated in writing for such purpose by the Put
  Party.

              


      

      


      
        	
                12.12

              	
                The
      Parties agree that if they determine that the transfer and payment
      arrangements described herein are not structured properly to optimize the
      tax and accounting treatment to the level intended by the Parties, they
      shall cooperate in good faith to agree on and implement an alternative
      structure or make any appropriate changes to the existing
      structure.  All such changes shall in all material respects
      result in maintaining the same balance of commercial and economic
      interests of the Parties as existed before making any such
      changes.

              


      


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      
        	
                13

              	
                Call
      Option

              


      

      


      
        	
                13.1

              	
                For
      good and valuable consideration, the receipt and sufficiency of which are
      hereby acknowledged, CME ME shall, subject to the provisions of this
      Clause 13, have the irrevocable and unconditional right to require the Top
      Tone Parties and Top Tone Holdings (each a "Called Party") to sell
      to CME ME at the Call Price (the "Call") such portion of
      its Ownership Interests in Top Tone Media and in Zopal, as the case may
      be, provided that after the exercise of the Call, the Top Tone Parties
      shall retain an aggregate Ownership Interest of 6% in Top Tone Media and
      Top Tone Holdings shall retain an Ownership Interest of 6% in Zopal, as
      applicable.

              


      

      
        
        

      

       

      
        	
                13.2

              	
                Subject
      to Clause 15.3, the Call shall be exercisable at any time following the
      fifth anniversary of the date of this Agreement or at any time following
      the giving of a Put Notice otherwise than in respect of all of the
      Ownership Interests in Top Tone Media or Zopal, as
    applicable.

              


      

      
        
        

      

       

      
        	
                13.3

              	
                CME
      ME may only exercise the Call by giving a written exercise notice (a
      "Call Notice") to
      the Called Party.  The Call Notice
  shall:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                state
      that CME ME is exercising the Call;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                request
      that the Called Party nominate an Investment Bank for purposes of the
      Valuation; and

              


      

      
        
        

      

       

      
        	
                 
      

              	
                (c)

              	
                state
      the anticipated time and place on which the Called Party shall be obliged,
      subject to the completion of the Valuation, to sell its entire Ownership
      Interests in exchange of payment by CME ME of the Call Price, which
      (subject to such terms and conditions) shall occur on a date falling not
      more than twenty (20) Business Days after the date on which such Valuation
      is completed (or, in each case, such later date as is necessary to obtain
      all required governmental and regulatory approvals and consents) (the
      "Call Closing
      Date").

              


      

      


      
        	
                13.4

              	
                Once
      given, a Call Notice shall be
irrevocable.

              


      

      


      
        	
                13.5

              	
                Within
      twenty (20) Business Days of receipt of a Call Notice (provided that no
      Objection Notice containing valid grounds for objection has been served),
      each of CME ME and the Called Party shall appoint an Investment Bank (in
      each case as an expert and not an arbitrator) for the purposes of
      determining the Valuation.

              


      

      


      
        	
                13.6

              	
                CME
      ME and the Called Party shall instruct their respective Investment Banks
      to agree on common valuation parameters within fifteen (15) Business Days
      of appointment (which shall be limited to considerations of economic value
      only, on a "debt-free, cash-free" basis viewed as a passive investment
      without regard for any board or management positions or any share transfer
      restrictions).

              


      


      
        	
                13.7

              	
                CME
      ME and the Called Party shall use their commercially reasonable efforts to
      cause their respective Investment Banks to provide their valuations of the
      Ownership Interests within thirty (30) Business Days of agreeing the
      common valuation parameters.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                13.8

              	
                In
      the event that a third Investment Bank is jointly appointed, CME ME and
      the Called Party shall use their commercially reasonable efforts to cause
      such Investment Bank to provide its valuation of the Ownership Interests
      within twenty (20) Business Days of its appointment based on the same
      valuation principles as referred to in Clause
  13.6.

              


      

      


      
        	
                13.9

              	
                The
      consummation of the Call shall take place at such time and place as may be
      specified in the Call Notice in accordance with the foregoing or otherwise
      agreed among the Parties.  The Called Party shall have no
      obligation to sell its Ownership Interest unless all conditions to the
      exercise of the Call are satisfied and remain satisfied on the Call
      Closing Date.  CME ME shall pay the full amount of the Call
      Price to such bank account as is nominated in writing for such purpose by
      the Called Party.

              


      

      


      
        	
                13.10

              	
                The
      Parties agree that if they determine that the transfer and payment
      arrangements described herein are not structured properly to optimize the
      tax and accounting treatment to the level intended by the Parties, they
      shall cooperate in good faith to agree on and implement an alternative
      structure or make any appropriate changes to the existing
      structure.  All such changes shall in all material respects
      result in maintaining the same balance of commercial and economic
      interests of the Parties as existed before making any such
      changes.

              


      

      
        
        

      

       

      
        	
                14

              	
                Provision
      Relating to Transfers

              


      

      


      Transfers
of Ownership Interests where required under the provisions of this Agreement
shall be effected with full title guarantee and be made free of all
encumbrances, security interests or third party rights.

      
        
        

      

       

      
        	
                15

              	
                Events
      of Default

              


      

      
        
        

      

       

      
        	
                15.1

              	
                The
      occurrence of any of the following shall constitute an event of default
      with respect to a Party (an "Event of
      Default"):

              


      

      


      
        	
                 
      

              	
                (a)

              	
                the
      liquidation, administration or entry into receivership of such
      Party;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a
      material breach of any Transaction Documents by such Party, which remains
      unremedied thirty (30) Business Days after a notice by the non-defaulting
      Party to remedy the same; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      termination of the Advertising Agreement (other than due to a default by
      the relevant member of the TV2 Group that is not remedied within any
      applicable grace period).

              


      

      


      
        	
                15.2

              	
                Each
      Party shall notify the others of any material breach of this Agreement
      that it has committed, together with short details of the
      same.

              


      

      
        
        

      

       

      
        	
                15.3

              	
                Notwithstanding
      Clause 12.2 and Clause 13.2:

              


      


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                if
      there occurs at any time an Event of Default by CME ME, the Top Tone
      Parties may exercise the Put as if the Event of Default occurred after the
      fifth anniversary of the date of this
Agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      there occurs at any time an Event of Default by Top Tone Holdings or
      Equip, CME ME may exercise the Call as if the Event of Default occurred
      after the fifth anniversary of the date of this
  Agreement;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                if
      there occurs at any time an Event of Default (or any material breach of
      this Agreement which would constitute an Event of Default with the passing
      of time and/or the giving of notice) by Top Tone Holdings or Equip, the
      Put shall not be exercisable until such time as the Event of Default has
      been remedied to the reasonable satisfaction of CME ME (acting
      reasonably); and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                if
      there occurs at any time an Event of Default (or any material breach of
      this Agreement which would constitute an Event of Default with the passing
      of time and/or the giving of notice) by CME ME, the Call shall not be
      exercisable until such time as the Event of Default has been remedied to
      the reasonable satisfaction of the Top Tone Parties or Top Tone Holdings,
      as applicable (acting reasonably).

              


      

      
        
        

      

       

      
        	
                16

              	
                Termination
      and Consequences of Termination

              


      

      


      
        	
                16.1

              	
                Except
      for the provisions which this Clause states shall continue in full force
      after termination, this Agreement shall
  terminate:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                in
      respect of any Party, when such Party ceases to hold any Ownership
      Interest; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                when
      a resolution is passed by shareholders or creditors or an order made by a
      court or other competent body or person instituting a process that shall
      lead to Top Tone Media and Zopal being wound up and its assets being
      distributed among the creditors, shareholders or other contributors of Top
      Tone Media and Zopal.

              


      

      


      
        	
                16.2

              	
                This
      Clause and Clauses 18 and 21, and the rights of the Parties in respect of
      antecedent breaches, shall survive termination of this
      Agreement.

              


      

      
        
        

      

       

      
        	
                17

              	
                Additional
      Undertakings

              


      

      


      
        	
                17.1

              	
                The
      Parties shall use their reasonable endeavours to assist any entity of the
      TV2 Group with the renewal or receipt of program, broadcasting and any
      other material licenses and approvals required by the TV2 Group in order
      to enable it to conduct its business efficiently and in accordance with
      applicable law.

              


      

      


      
        	
                17.2

              	
                In
      the event CME ME invests or intends to invest in broadcasting assets in
      Bulgaria outside of the TV2 Group Business and LGC Group Business and does
      not intend to hold such investments through Top Tone Media or Zopal, it
      shall notify the Top Tone Parties of such investment or intended
      investment.  The Top Tone Parties may offer to participate in
      such investment either directly or through an Affiliate on such terms as
      may be agreed by the Parties.  CME ME may in its absolute
      discretion decline such offer, but it shall consider such offers as are
      made acting reasonably.

              


      


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      
        	
                17.3

              	
                The
      Parties shall not recommend or facilitate the making of, or cause or
      permit any member of the TV2 Group or any of its respective officers,
      employees, directors, representatives, agents or Affiliates to make, or to
      offer, promise, or authorize to make, in each case, directly or
      indirectly, any unlawful payments or payments or other inducements to any
      government official, including any officer, director or other official
      representative of an entity owned or controlled by a government, with the
      intent or purpose of:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                influencing
      any act or decision of such person in his official
    capacity;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                inducing
      such person to do or omit to do any act in violation of the lawful duty of
      such person;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                inducing
      such person to use his influence with a government or instrumentality
      thereof to affect or influence any act or decision of such government or
      instrumentality; or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                assisting
      the TV2 Group or any of its respective officers, employees, directors,
      representatives or agents in obtaining or retaining business for or with,
      or directing business to the TV2 Group or any of its respective officers,
      employees, directors, representatives or
agents.

              


      

      


      
        	
                17.4

              	
                The
      Parties undertake to amend this Agreement to the extent required to give
      effect to the provisions of this Agreement in the event of a Top Tone
      Group Transfer or any other restructuring permitted
    hereunder.

              


      

      
        
        

      

       

      
        	
                18

              	
                Trade
      Restrictions

              


      

      


      
        	
                18.1

              	
                Each
      of Top Tone Holdings and Equip hereby jointly and severally undertakes and
      covenants with CME ME that it shall not, and shall procure that its
      Affiliates shall not, for the duration of this Agreement and for a period
      of two years after its termination, either on its own behalf or in any
      other capacity whatsoever directly or indirectly carry on or be concerned
      or engaged or interested directly or indirectly (whether as principal,
      shareholder, partner, employee, officer, agent or otherwise) in any part
      of any trade or business competing with any part of any the trade or
      business of the TV2 Group (save for any interest in the shares or other
      securities of a company traded on a securities market so long as such
      interest does not extend to more than 3% of the issued share capital of
      the company or the class of securities concerned or as disclosed in
      writing to CME ME on the Execution Date of the
  MSPA).

              


      

      


      
        	
                18.2

              	
                Each
      of Top Tone Holdings and Equip hereby jointly and severally hereby
      undertakes and covenants with CME ME that it shall not, and shall procure
      that its Affiliates shall not, for a period of two years after the
      termination of this Agreement, either on its own behalf or in any other
      capacity whatsoever directly or
indirectly:

              


      


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      
        	
              	
                18.2.1

              	
                deal
      with, solicit, approach or offer goods or services to, for purposes of
      enticing away from CME ME and/or the TV2 Group, any person, firm or
      company who was a client, customer, supplier, agent or distributor of CME
      ME, its Affiliates and/or the TV2 Group during the term of this Agreement
      or in the twelve (12) months prior to the date of this Agreement;
      or

              


      

      
        
        

      

       

      
        	
              	
                18.2.2

              	
                approach,
      solicit, entice away or endeavour to entice away, employ, offer employment
      to or procure the employment of any person who is or was an employee of
      CME ME, its Affiliates or TV2 Group whether or not such person would
      commit any breach of his contract of employment by reason of so leaving
      the service of CME ME or the TV2 Group or otherwise;
  or

              


      

      


      
        	
              	
                18.2.3

              	
                interfere
      or seek to interfere with the continuance, or any of the terms, of the
      supply of goods or services to CME ME, its Affiliates or the TV2 Group;
      or

              


      

      


      
        	
              	
                18.2.4

              	
                represent
      itself as being in any way connected with or interested in the business of
      CME ME, its Affiliates and/or the TV2 Group (other than as a consultant if
      such be the case) or use any name which is identical or similar to or
      likely to be confused with the name of CME ME, its Affiliates and/or the
      TV2 Group or any product or service produced or provided by CME ME, its
      Affiliates and/or the TV2 Group or which might suggest a connection with
      CME ME, its Affiliates and/or the TV2
Group.

              


      

      


      
        	
                18.3

              	
                Each
      of the restrictions contained in Clauses 18.1, 18.2.1, 18.2.2, 18.2.3 and
      18.2.4 is separate and distinct and is to be construed separately from the
      other such restrictions.  Each of Top Tone Holdings and Equip
      hereby jointly and severally acknowledges (having received professional
      advice) that it considers such restrictions to be reasonable both
      individually and in the aggregate and that the duration, extent and
      application of each of such restrictions is no greater than is necessary
      for the protection of the goodwill of the businesses of the TV2
      Group.

              


      

      
        
        

      

       

      
        	
                19

              	
                Acknowledgement

              


      

      


      The
Parties acknowledge that the companies of the TV2 Group are subsidiaries of a
U.S. reporting company and as such are required to comply with certain U.S.
securities, anti-money laundering, anti-corruption and other laws applicable to
it or its ultimate parent.  The Parties shall procure that the TV2
Group complies with such requirements.

      
        
        

      

       

      
        	
                20

              	
                Status
      of Agreement and Effect

              


      

      


      
        	
                20.1

              	
                Each
      Party shall, to the extent that it is able to do so, exercise all its
      Voting Rights and other powers in relation to Top Tone Media, Zopal, the
      TV2 Group Business and the LGC Group Business to procure that the
      provisions of this Agreement are properly and promptly observed and given
      full force and effect.

              


      


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      
        	
                20.2

              	
                If
      any provision in the foundation act, by-laws, memorandum or articles of
      association of Top Tone Media, Zopal, TV2, Top Tone BG, LGC or Ring TV
      conflicts with any provision of this Agreement, this Agreement shall
      prevail.

              


      

      


      
        	
                20.3

              	
                The
      Parties shall, when necessary, exercise their Voting Rights and any other
      rights and powers they have to amend, waive or suspend any conflicting
      provision in the foundation act, by-laws, memorandum or articles of
      association of Top Tone Media, Zopal, TV2, Top Tone BG, LGC or Ring TV to
      the extent necessary to permit the TV2 Group Business or the LGC Group
      Business to be administered as provided in this
  Agreement.

              


      

      
        
        

      

       

      
        	
                21

              	
                Confidentiality

              


      

      
        
        

      

       

      
        	
                21.1

              	
                No
      Party shall divulge or communicate to any person (other than those of its
      shareholders, directors, employees and professional advisers whose
      province it is to know the same) or use or exploit for any reason
      whatsoever this Agreement or the matters contemplated hereby or the
      information disclosed by either Party to the other Party, and shall use
      its reasonable endeavours to prevent its employees from so
      acting.

              


      

      


      
        	
                21.2

              	
                Notwithstanding
      the provisions of Clause 21.1, any Party may make an announcement or
      disclosure concerning this
Agreement:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                if
      required by law or any requirement of any securities exchange or
      regulatory or governmental body to which that Party is subject, wherever
      situated, whether or not the requirement has the force of law,
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                to
      a Party's or its Affiliates' directors, officers, employees, professional
      advisers, counsel, rating agencies, and lenders or other providers of
      funds (a) who are directly concerned with this Agreement or any related
      arrangements or transactions, (b) whose knowledge of such information is
      reasonably necessary; and (c) who by its position or otherwise is under a
      duty to observe confidentiality in dealing with this Agreement and such
      related arrangements or otherwise must comply with the provisions of this
      Agreement in respect of
confidentiality.

              


      

      


      
        	
                21.3

              	
                The
      restrictions contained in this Clause 21 shall continue to apply for a
      period of three (3) years following the expiration or termination of this
      Agreement.

              


      

      
        
        

      

       

      
        	
                22

              	
                Notices

              


      

      


      
        	
                22.1

              	
                Any
      notice or other communication to be given under this Agreement shall be in
      writing, in the English language, and shall be deemed to have been duly
      given to a Party:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                on
      receipt, when delivered personally;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                on
      the next following Business Day following being transmitted by facsimile
      with suitable proof of transmission;
or

              


      


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                three
      Business Days following being sent by an international courier
      service.

              


      

      


      
        	
                22.2

              	
                For
      purposes of this Clause, the authorized address and facsimile details of
      the Parties shall be as follows:

              


      

      


      if
to CME ME:

      


      Dam
5B

      Royal Dam
Center

      2nd
Floor

      JS 1012
Amsterdam

      


      The
Netherlands

      


      Attn:
Managing Director

      


      Tel.: +
31 20 626 8867

      Fax: + 31
20 423 1404

      


      with a
copy to:

      


      Central
European Media Enterprises


      81
Aldwych


      London
WC2B 4HN


      United
Kingdom

      


      Attn:
General Counsel

      


      Tel.: +
44 207 430 5430


      Fax: + 44
207 430 5403

      


      if
to Top Tone Holdings:

      


      OCRA
(Isle of Man) Limited

      Grosvenor
Court

      Tower
Street

      Ramsey

      Isle of
Man IM8 1JA

      British
Isles

      


      Attn: Mr.
Richard Dixon

      


      Tel.: +44
1624 811000


      Fax: +44
1624 811001

      


      with a
copy to:

      


      Mrs.
Rossitsa Filipova

      20, Fr.
Joliot Curie Str.

      1113
Sofia

      Bulgaria


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      Tel.: +
359 2 963 0077


      Fax: +
359 2 963 0077

      


      if
to Equip:

      


      OCRA
(Isle of Man) Limited

      Grosvenor
Court

      Tower
Street

      Ramsey

      Isle of
Man IM8 1JA

      British
Isles

      


      Attn: Mr.
Richard Dixon

      


      Tel.: +44
1624 811000


      Fax: +44
1624 811001

      


      with a
copy to:

      


      Mrs.
Rossitsa Filipova

      20, Fr.
Joliot Curie Str.

      1113
Sofia

      Bulgaria

      


      Tel.: +
359 2 963 0077


      Fax: +
359 2 963 0077

      


      or such
other address as such Party may notify to the other in writing from time to time
in accordance with the requirements of this Section, such notice to be effective
five Business Days after the date of such notice or following such longer period
as may be set out in such notice.

      


      
        	
                22.3

              	
                Any
      notice given under this Agreement outside Working Hours of the place to
      which it is addressed shall be deemed not to have been given until the
      start of the next period of Working Hours in such
  place.

              


      

      
        
        

      

       

      
        	
                23

              	
                Entire
      Agreement

              


      

      


      
        	
                23.1

              	
                This
      Agreement constitutes the whole agreement between the Parties and
      supersedes any arrangements, understanding or previous agreement between
      them relating to the subject matter to which it
  relates.

              


      

      


      
        	
                23.2

              	
                Each
      Party acknowledges that in entering into this Agreement, it does not rely
      on, and shall have no remedy in respect of, any statement, representation,
      assurance or warranty of any person other than as expressly set out in
      this Agreement.

              


      

      


      
        	
                23.3

              	
                Nothing
      in this Clause 23 operates to limit or exclude any liability for
      fraud.

              


      


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      
        	
                24

              	
                Third
      Party Rights

              


      

      


      No person
who is not a Party to this Agreement shall have any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce a term of this
Agreement.

      
        
        

      

       

      
        	
                25

              	
                Amendments

              


      

      


      This
Agreement may be amended or modified only if in writing (including a written
document evidenced by a facsimile transmission) and signed by each of the
Parties.

      
        
        

      

       

      
        	
                26

              	
                Waiver

              


      

      


      
        	
                26.1

              	
                The
      single or partial exercise of any right, power or remedy provided by law
      or under this Agreement shall not preclude any other or further exercise
      of it or the exercise of any other right, power or
  remedy.

              


      

      


      
        	
                26.2

              	
                None
      of the terms of this Agreement may be waived except by an instrument in
      writing duly executed by the waiving
Party.

              


      

      
        
        

      

       

      
        	
                27

              	
                Costs
      and Expenses

              


      

      


      Except as
specified herein, each Party shall be liable for its own costs and expenses in
relation to the negotiation, preparation, execution and carrying into effect of
this Agreement.

      
        
        

      

       

      
        	
                28

              	
                Assignment

              


      

      


      The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the Parties and their respective successors and permitted
assigns.  No Party may assign its rights (or, for the avoidance of
doubt, its obligations) under this Agreement without the express written consent
of the other Party, which shall not be unreasonably withheld or
delayed.

      
        
        

      

       

      
        	
                29

              	
                No
      Partnership

              


      

      


      This
Agreement does not create or imply any partnership between the Parties and there
is no relationship of principal and agent between them.

      
        
        

      

       

      
        	
                30

              	
                Severability

              


      

      


      If any
provision of this Agreement (or of any document referred to herein) is held to
be illegal, invalid or unenforceable in whole or in part, the legality, validity
and enforceability of the remaining provisions of this Agreement (or such other
document) shall not in any way be affected or impaired thereby.  If
any provision or part of this Agreement (or any document referred to herein) is
held to be illegal, invalid or unenforceable, then the Parties shall use
reasonable endeavours to the fullest extent permitted by law to amend the terms
of this Agreement (or such other document) to give effect to the transactions
contemplated hereby, and if any invalid, unenforceable or illegal provision
would be valid, enforceable or legal if some part of it were deleted or
modified, the provision shall apply with whatever modification is necessary to
give effect to the commercial intention of the Parties.


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      
        	
                31

              	
                Further
      Assurance

              


      

      


      Each of
the Parties shall, at the request of any other Party, do or, so far as each is
able procure, the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to such other Party concerned as
they may reasonably consider necessary for giving full effect to this Agreement
and securing to such other Party the full benefit of the rights, powers and
remedies conferred upon them in this Agreement.

      
        
        

      

       

      
        	
                32

              	
                Counterparts

              


      

      


      This
Agreement may be executed in any number of counterparts, each of which is an
original and which together have the same effect as if each Party had signed the
same document, provided that each Party executes at least one
counterpart.

      
        
        

      

       

      
        	
                33

              	
                Governing
      Law and Jurisdiction

              


      

      


      This
Agreement shall be governed by and construed in accordance with the laws of
England.

      
        
        

      

       

      
        	
                34

              	
                Dispute
      Resolution

              


      

      
        
        

      

       

      
        	
                34.1

              	
                Any
      disputes, claims or controversy arising out of or related to this
      Agreement, including any question as to its formation, validity,
      interpretation or termination, which cannot be resolved by negotiations
      between the Parties shall be settled by arbitration on an ad hoc basis in
      accordance with the Rules of the London Court of International
      Arbitration, which are deemed to be incorporated by reference into this
      Clause 34, except to the extent modified by this Clause 34.  The
      tribunal shall consist of three arbitrators. CME ME shall nominate one
      arbitrator, the Top Tone Parties shall jointly nominate one arbitrator and
      the third arbitrator shall be appointed by the two arbitrators nominated
      by the Parties.  Any Party shall have the right to initiate the
      proceedings.

              


      

      


      
        	
                34.2

              	
                The
      seat of the arbitration shall be London, England.  The language
      of the arbitration shall be English, except that any party to the
      arbitration may submit testimony or documentary evidence in Bulgarian,
      whereupon it shall also furnish a certified translation or interpretation
      of any such evidence into English.

              


      

      


      
        	
                34.3

              	
                If
      any dispute arising out of or relating to this Agreement (hereinafter
      referred to as a "Related
      Dispute") raises issues which are substantially the same as or
      connected with issues raised in another dispute which has already been
      referred to arbitration under this Agreement or another Transaction
      Document (an "Existing
      Dispute"), the tribunal appointed or to be appointed in respect of
      any such Existing Dispute shall also be appointed as the tribunal in
      respect of any such Related Dispute.  Where, pursuant to the
      foregoing provisions, the same tribunal has been appointed in relation to
      two or more disputes, the tribunal may, with the agreement of all the
      parties concerned or upon the application of one of the parties, being a
      party to each of the disputes, order that the whole or part of the matters
      at issue shall be heard together upon such terms or conditions as the
      tribunal thinks fit.  The tribunal shall have power to make such
      directions and any interim or partial award as it considers just and
      desirable.

              


      


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      
        	
                34.4

              	
                The
      Parties agree that money damages would not be a sufficient remedy for any
      breach of this Agreement by Top Tone Holdings and/or Equip and that in
      addition to all other remedies, CME shall be entitled to specific
      performance and to injunctive or other equitable relief as remedies for
      any such breach or threatened breach of this Agreement by Top Tone
      Holdings and/or Equip without proof of actual damages.  The
      Parties agree not to oppose the granting of such relief, and to waive, and
      to use their best efforts to cause any Affiliate to waive, any requirement
      for the securing or posting of any bond in connection with such
      remedy.

              


      


      
        
           


        

        
          33

          
            

          

        

        
           


        

      

       

      
        IN WITNESS WHEREOF, the
Parties have duly executed this Agreement as a deed on the date first written
above.

        


        EXECUTED and DELIVERED as a DEED

         

        by

         

        CME
MEDIA ENTERPRISES B.V.

        


        
          
            	
                    acting
      by Pan-Invest B.V, represented by Peter Booster

                  	 
      	
                    /s/
      Peter Booster

                  
	
                    in
      the presence of:

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                    /s/
      Emilie de Waard

                  
	 
      	 
      	
                    Signature
      of Witness

                  


          

        

         

        Name of
Witness: Emilie de Waard

        Occupation
of Witness: Secretary

        
          
            	
                    Address
      of Witness:

                  	 
      	
                    Charles Mingussingel
      26

                  
	 
      	 
      	
                    3069
      XB Rotterdam

                  
	 
      	 
      	
                    The
      Netherlands

                  


          

        

         

         

      

      
        
          
            
              
                
                  	
                          and
      A.N.G. van Spaendonck

                        	 	
                          /s/
      Alphons van Spaendonck

                        
	
                          in
      the presence of:

                        	 	 
      
	 
      	 	
                          /s/ Nancy van
      Veen

                        
	 
      	 	
                          Signature
      of
Witness

                        


                

              

            

          

        

      

       

       

      Name of
Witness: Nancy van Veen

      Occupation
of Witness: Secretary

      
        
          
            	
                    Address
      of Witness:

                  	 	
                    Laan der
      Zeven Linden 42

                  
	 
      	 	
                    2645
      GS Delfgauw

                  
	 
      	 	
                    The
      Netherlands

                  


          

        

      

      


       

      EXECUTED and DELIVERED as a DEED by

      
        
          
            
              	
                      VLADIMIR
      KRASTEV BROUSSARSKI

                    	 	
                      /s/
      Vladimir
Broussarski

                    


            

          

        

      

       

       

      acting as
attorney for

       

      TOP TONE MEDIA HOLDINGS
LIMITED

       

      under a
power of attorney dated 10th July
2008

      in the
presence of:

      


      
        
          
            
              
                	 
      	 	
                        /s/ Milena
      Ivanova

                      
	 
      	 	
                        Signature
      of
Witness

                      


              

            

          

        

      


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      Name of
Witness: Milena Tsvetanova Ivanova

      Occupation
of Witness: Attorney at Law

      
        
          	
                  Address of
      Witness:

                	 	
                  5th
      floor, Office 510

                
	 
      	 	
                  20
      Frederic Joliot Qurrie

                
	 
      	 	
                  1113
      Sofia, Izgrev

                
	 
      	 	
                  Bulgaria

                


        

      

       

      


       

      EXECUTED and DELIVERED as a DEED by

      
        
          
            	
                    ROSSITSA
      PENCHEVA FILIPOVA

                  	 	
                    /s/ Rossitsa
      Filipova

                  


          

        

      

       

      acting as
attorney for

       

      TOP TONE MEDIA HOLDINGS
LIMITED

       

      under a
power of attorney dated 10th July
2008

      in the
presence of:

       

      


      
        
          
            
              	 
      	 	
                      /s/ Milena Ivanova

                    
	 
      	 	
                      Signature
      of Witness

                    


            

          

        

      

      Name of
Witness: Milena Tsvetanova Ivanova

      Occupation
of Witness: Attorney at Law

      
        
          	
                  Address of
      Witness:

                	 	
                  5th
      floor, Office 510

                
	 
      	 	
                  20
      Frederic Joliot Qurrie

                
	 
      	 	
                  1113
      Sofia, Izgrev

                
	 
      	 	
                  Bulgaria

                


        

      

       

      


       

      EXECUTED and DELIVERED as a DEED by

      
        
          
            	
                    ROSITA
      PENCHEVA FILIPOVA

                  	 	
                    /s/ Rossitsa
      Filipova

                  


          

        

      

       

      acting as
attorney for

       

      EQUIP
LIMITED

       

      under a
power of attorney dated 28th July 2008

      in the
presence of:

       

      


      
        
          
            
              	 
      	 	
                      /s/
      Milena
      Ivanova

                    
	 
      	 	
                      Signature
      of Witness

                    


            

          

        

      

      Name of
Witness: Milena Tsvetanova Ivanova

      Occupation
of Witness: Attorney at Law

      
        
          	
                  Address of
      Witness:

                	 	
                  5th
      floor, Office 510

                
	 
      	 	
                  20
      Frederic Joliot Qurrie

                
	 
      	 	
                  1113
      Sofia, Izgrev

                
	 
      	 	
                  Bulgaria

                


        

      

       

       

      35