EX-10.46


    
      
        

      


      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)

              	
                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”).

              


      

      


      WHEREAS:

      


      
        	
                (A)

              	
                As
                  of the date hereof, CME Media Investments 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 106550, identification
                  number 272 35 173, with its seat at Kříženeckého
                  nám. 1078/5, Postal Code 152 00,
                  Prague
                  5, the
                  Czech Republic (the “Company”), and
                  has a registered capital of CZK 200,000 (the “Registered
                  Capital”).

              


      

      


      
        	
                (B)

              	
                Both
                  the Seller and the purchaser are partner in the
                  Company.

              


      

      


      
        	
                (C)

              	
                The
                  Purchaser has exercised its call option under Article 12.2. of
                  the TV Nova
                  Group Agreement made among 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, Purchaser and
                  the Seller
                  on May 2, 2005, the Seller desires to sell to the Purchaser and
                  the
                  Purchase desires to purchase form 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 CME Media Enterprises B.V. on December 13,
                  2004;

              
	 	 
	
                Party

              	
                Means
                  the Seller and/or the Purchaser;

              
	 	 
	
                Purchase
                  Price

              	
                USD
                  216,384,109.00 (two hundred and sixteen million three hundred and
                  eighty-four thousand one hundred and nine 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
                  of 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

              


      

      


      Central
        European Media Enterprises Ltd.

      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

              	 


      

      


      


      


      CENTRAL
        EUROPEAN MEDIA ENTERPRISES LTD.

      


      


      
        	
                By:

              	  
	
                /s/
                  Petr Kotrlik

              	 
	
                Name:

              	
                JUDr.
                  Petr Kotrlík

              	 
	
                Title:

              	
                Attorney
                  in Fact

              	 


      

       

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