Exhibit 10.47


    
      

    


    Agreement
      on Transfer of Ownership Interest

    


     

    THIS
      AGREEMENT ON TRANSFER OF OWNERSHIP INTEREST
      (the “Agreement”)
      is made on May 31, 2005

    


    BETWEEN:

    


    
      	
              (1)

            	
              PPF
                (CYPRUS) LIMITED,
                a
                company organized under the laws of the Republic of Cyprus with registered
                number HE 92433, and having its registered office at Arch. Makariou
                III,
                2-4, Capital Center, 9th Floor, PC 1505, Nicosia, Cyprus (the
                “Seller”);
                and

            


    

    


    
      	
              (2)

            	
              CME
                Media Enterprises B.V.,
                a company organized and existing under the laws of the Netherlands,
                with
                its registered office at Birkstraat 89, 3768 HD Soest, the Netherlands
                (the “Purchaser”).

            


    

    


    WHEREAS:

    


    
      	
              (A)

            	
              As
                of the date hereof, PGT Corporation s.r.o. is a limited liability
                company
                organized and existing under the laws of the Czech Republic and registered
                in the Commercial Register kept by the Municipal Court in Prague,
                the
                Czech Republic, file number C, insert 95420, identification number
                27088944, with its seat at Kříženeckého
                nám. 1078/5, Prague 5, PSČ 152 00 (seat registered in the Commercial
                Register: Klimentská
                46, Postal Code 110 02,
                Prague 1) (the “Company”),
                and has a registered capital of CZK 200,000 (the “Registered
                Capital”).

            


    

    


    
      	
              (B)

            	
              Both
                the Seller and the Purchaser are partners in the Company.
                

            


    

    


    
      	
              (C)

            	
              The
                Purchaser has exercised its call option under Article 12.2. of the
                TV Nova
                Group Agreement made among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.,
                a
                company organized and existing under the laws of Bermuda, with its
                registered office at Clarendon House, Church Street, Hamilton, HM
                CX
                Bermuda, the Purchaser and the Seller on May 2, 2005, the Seller
                desires
                to sell to the Purchaser and the Purchaser desires to purchase from
                the
                Seller its entire ownership interest in the Company amounting to
                15% and
                corresponding to the Seller’s contribution into the Registered Capital in
                the amount of CZK 30,000 (the “Ownership
                Interest”).

            


    

    


    
      	
              (D)

            	
              The
                Seller has agreed to sell the Ownership Interest and the Purchaser
                has
                agreed to purchase the Ownership Interest on and subject to the terms
                and
                conditions set out herein.

            


    

    


    
      	
              (E)

            	
              The
                sale and purchase of the Ownership Interest contemplated hereunder
                has
                been duly approved by a resolution of the General Meeting of the
                Company
                on May 31, 2005.

            


    

    


    IT
      IS AGREED:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              1.

            	
              Interpretation
                and Definitions

            


    

    


    
      	
              1.1

            	
              For
                the purpose of this Agreement (including its Recitals), the following
                words and expressions have the meaning respectively set opposite
                to
                them:

            


    

    


    
      	
              Company

            	
              Has
                the meaning ascribed thereto in Recital (A);

            
	 	 
	
              Closing

            	
              Means
                completion of the sale and purchase of the Ownership Interest in
                accordance with the terms and conditions of this
                Agreement;

            
	 	 
	
              CZK

            	
              Means
                lawful currency of the Czech Republic;

            
	 	 
	
              Framework
                Agreement

            	
              Means
                the Framework Agreement entered into by and between the Seller, the
                Purchaser and Central European Media Enterprises Ltd. on December
                13,
                2004;

            
	 	 
	
              Party

            	
              Means
                the Seller and/or the Purchaser;

            
	 	 
	
              Purchase
                Price

            	
              USD
                1,282.00 (one thousand two hundred and eighty-two U.S.
                dollars);

            
	 	 
	
              Purchaser

            	
              Has
                the meaning set forth in the introduction to this
                Agreement;

            
	 	 
	
              Ownership
                Interest

            	
              Has
                the meaning ascribed thereto in Recital (B);

            
	 	 
	
              Registered
                Capital

            	
              Has
                the meaning ascribed thereto in Recital (A);

            
	 	 
	
              Seller

            	
              Has
                the meaning set forth in the introduction to this
                Agreement;

            
	 	 
	
              TV
                Nova Value

            	
              Has
                the meaning set forth in Clause 3.2 of the Framework Agreement;
                and

            
	 	 
	
              USD

            	
              Means
                lawful currency of the United States of
                America.

            


    

    


    
      	
              1.2

            	
              In
                this Agreement, unless the context otherwise
                requires,

            


    

    


    
      	 	
              (a)

            	
              references
                to this Agreement or any other document include this Agreement or
                such
                other document as varied, modified or supplemented in any manner
                from time
                to time;

            


    

    


    
      	 	
              (b)

            	
              reference
                to Recitals and Clauses are references to the recitals and clauses
                of this
                Agreement;

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (c)

            	
              references
                to one gender include both genders and references to the singular
                include
                the plural and vice-versa; and

            


    

    


    
      	 	
              (d)

            	
              headings
                are inserted for convenience only and shall be ignored in construing
                this
                Agreement.

            


    

    


    
      	
              1.3

            	
              Recitals
                to this Agreement form an integral part
                hereof.

            


    

    


    
      	
              2.

            	
              Sale
                and Purchase of Ownership
                Interest

            


    

    


    Subject
      to the terms and conditions of this Agreement, the Seller sells the Ownership
      Interest and the Purchaser purchases the Ownership Interest for the Purchase
      Price on and with effect from the date hereof.

    


    
      	
              3.

            	
              Payment

            


    

    


    The
      Purchase Price shall be payable on the date of execution hereof. The Purchase
      Price shall be paid by wire transfer in immediately available funds to the
      account of the Seller as previously notified to the Purchaser.

    


    
      	
              4.

            	
              Adjustment
                to the Purchase Price

            


    

    


    The
      Parties hereby agree in accordance with their respective rights and obligations
      set forth in the Framework Agreement that should the TV Nova Value change,
      the
      Parties undertake to adjust the Purchase Price in accordance with the respective
      provisions of the Framework Agreement.

    


    
      	
              5.

            	
              Closing

            


    

    


    The
      Purchaser shall become the owner of the Ownership Interest as of the date
      hereof. The transfer of the Ownership Interest from the Seller to the Purchaser
      shall take effect vis-à-vis the Company as of the day this Agreement is
      delivered to the Company.

    


    
      	
              6.

            	
              Further
                Assurance

            


    

    


    Each
      Party shall execute and/or deliver all such instruments and other documents
      and
      shall take all such actions as may be necessary in order to give full effect
      to
      the intentions of this Agreement.

    


    
      	
              7.

            	
              Authority/Consent

            


    

    


    Each
      Party represents that (a) it has the necessary power and authority to enter
      into
      and perform its obligations under this Agreement, (b) all proceedings that
      are
      required to be taken, and all approvals that are required to be obtained, by
      such Party to authorize it to execute, deliver and perform the terms of this
      Agreement have been taken or approved, and (c) no additional consent by any
      other party is required in connection with such Party’s execution or performance
      of this Agreement.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
              8.

            	
              Titles
                and Encumbrances

            


    

    


    The
      Seller represents and warrants to the Purchaser as of the date hereof that
      (a)
      the Seller is the lawful owner of the Ownership Interest, and (b) the Ownership
      Interest is free and clear of any liens, charges, pledges or other encumbrances
      of any third party rights

    


    
      	
              9.

            	
              Notices

            


    

    


    
      	
              9.1

            	
              Any
                notice or other communication to be given under this Agreement shall
                be in
                writing, in English language, and shall be deemed to have been duly
                served
                on a Party if it is left at the authorized address of that Party
                or is
                posted by registered mail addressed to that Party at such address
                or is
                sent by facsimile transmission to a machine situated at such an address
                and shall if:

            


    

    


    
      	 	
              (a)

            	
              personally
                delivered, be deemed to have been received against
                confirmation;

            


    

    


    
      	 	
              (b)

            	
              posted
                by registered mail, be deemed to have been received against
                confirmation.

            


    

    


    
      	
              9.2

            	
              For
                the purposes of this Clause 9, the authorized address of the Parties
                shall
                be as follows:

            


    

    


    
      	 	
              (a)

            	
              if
                to the Seller

            


    

    


    PPF
      CONSULTING a.s.

    Na
      Pankráci 1658/121

    140
      00 Praha 4 - Pankrác

    Czech
      Republic

    


    Attn.:
      Tomáš Brzobohatý

    


    Tel.:
      +420 224 559 072

    Fax:
      +420 224 559 229

    


    
      	 	
              (b)

            	
              if
                to the Purchaser

            


    

    


    CME
      Media Enterprises B.V.

    71-91
      Aldwych

    London
      WC2B 4HN

    Attn:
      General Counsel

    Fax:
      +44 207 430 5403

    


    or
      such other address as that Party may notify to the others in writing from time
      to time in accordance with the requirements of this Clause.

    


    
      	
              10.

            	
              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.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              11.

            	
              Entire
                Agreement and Variation

            


    

    


    No
      variation, supplement, deletion or replacement of, to or from this Agreement
      or
      any of its terms shall be valid and effective unless made in writing and signed
      by or on behalf of each Party.

    


    
      	
              12.

            	
              General
                Provisions

            


    

    


    
      	
              12.1

            	
              Any
                waiver of a breach of any of the terms of this Agreement or of any
                default
                hereunder shall not be deemed to be a waiver of any subsequent breach
                or
                default and shall in no way affect the other terms of this
                Agreement.

            


    

    


    
      	
              12.2

            	
              No
                failure to exercise and no delay on the part of any Party in exercising
                any right, remedy, power or privilege of that Party under this Agreement
                and no course of dealing between the Parties shall be construed or
                operate
                as a waiver thereof, nor shall any single or partial exercise of
                any
                right, remedy, power or privilege preclude any other or further exercise
                thereof or the exercise of any other right, remedy, power or privilege.
                The rights and remedies provided by this Agreement are cumulative
                and they
                are not exclusive to any rights or remedies provided by
                law.

            


    

    


    
      	
              13.

            	
              Necessary
                Steps

            


    

    


    If,
      for any reason, any additional steps or measures are required based on the
      request of any court or any notary with respect to the registration of the
      transfer of the Ownership Interest by the Municipal Court in Prague, each Party
      undertakes to use its best efforts to do any such required steps or measures
      to
      ensure proper and timely registration of the sale and purchase of the Ownership
      Interest under this Agreement.

    


    
      	
              14.

            	
              Language

            


    

    


    This
      Agreement may be executed in more than one counterpart in the English language,
      each of which shall be deemed an original, but which together shall constitute
      one and the same instrument.

    


    
      	
              15.

            	
              Dispute
                Resolution

            


    

    


    Any
      disputes, claims or controversy between any of the parties arising out of or
      related to this Agreement, including any question as to its formation, validity,
      interpretation or termination, that cannot be resolved by negotiations between
      such parties shall be settled by arbitration on an ad
      hoc
      basis in accordance with the UNCITRAL Arbitration Rules, by three arbitrators
      appointed by the parties in dispute or otherwise appointed by the London Court
      of International Arbitration in accordance with such rules. The arbitration
      shall be conducted in London and all documents and proceedings shall be in
      the
      English language. Any of the parties shall have the right to initiate the
      proceedings.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
              16.

            	
              Governing
                Law

            


    

    


    This
      Agreement and rights of the Parties hereunder shall be governed by, construed
      and take effect in accordance with Czech law.

    


    
      	
              17.

            	
              Effective
                Date

            


    

    


    This
      Agreement is valid and takes effect upon its signing by the Parties to
      it.

    


    AS
      WITNESS
      the hands of the Parties or their duly authorized representatives the day and
      year written hereunder.

    


    Dated
      May 31, 2005

    


    PPF
      (CYPRUS) LIMITED

     

    
 

    
      	
              By:

            	  
	
              /s/
                Vladimir Uhde

            	 
	
              Name:

            	
              Mgr.
                Vladimír Uhde

            	 
	
              Title:

            	
              Attorney
                in Fact

            	 


    

    


    


    CME
      Media
      Enterprises
      B.V.

    


     

     

    
      	
              By:

            	   
	
              /s/
                Petr Kotrlik

            	 
	
              Name:

            	
              JUDr.
                Petr Kotrlík

            	 
	
              Title:

            	
              Attorney
                in Fact

            	 


    

     

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