Exhibit 10.1

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THIRD AMENDMENT, dated as of April 25, 2018 (this “ Amendment ”), to the CREDIT AGREEMENT, dated as of September 30, 2015 as amended by the First Amendment, dated as of February 19, 2016 and the Consent, Waiver and Second Amendment, dated as of June 22, 2017 (as further amended, supplemented or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”), among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda (“ Borrower ”), TIME WARNER INC., a Delaware corporation (“ Guarantor ”), the several banks and other financial institutions from time to time party thereto (the “ Lenders ”) and BNP PARIBAS, as administrative agent (the “ Administrative Agent ”).

WHEREAS, the Lenders under the Existing Credit Agreement have previously extended credit to Borrower under the Existing Credit Agreement in the form of outstanding loans in the original principal amount of €235,340,000;

WHEREAS, Guarantor and the Subsidiary Guarantors have entered into the Guarantee in connection with the Existing Credit Agreement;

WHEREAS, Borrower has requested that the Lenders (a) extend the maturity of the Loans and (b) effect certain other amendments to the Existing Credit Agreement as set forth herein;

WHEREAS, the Guarantor and the Subsidiary Guarantors have agreed to continue to guaranty the obligations entered in connection with the Existing Credit Agreement through the extended Maturity Date (as defined below);

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Existing Credit Agreement.

SECTION 2.      Amendment of Existing Credit Agreement. Effective as of the Third Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended as follows (the Existing Credit Agreement, as so amended, being referred to herein as the “ Credit Agreement ”):

(a)     Section 1.01 of the Existing Credit Agreement is hereby amended by:

(i)     inserting the following new defined terms in appropriate alphabetical order:

“ Third Amendment ” means the Third Amendment, dated as of April 25, 2018, to this Agreement among Borrower, Guarantor, the Lenders and the Administrative Agent.

“ Third Amendment Effective Date ” has the meaning assigned to such term in the Third Amendment.

(ii)     amending and restating the following definition in its entirety to read as follows:

“ Maturity Date ” means November 1, 2021.

SECTION 3.      Representations and Warranties. (a) Each of Borrower and Guarantor, as applicable, hereby represents and warrants as to itself only (and not as to the other) that (i) this Amendment is within such Person’s corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of such Person, (ii) this Amendment has been duly executed and delivered by such Person, (iii) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,

regardless of whether considered in a proceeding in equity or at law, (iv) as of the date hereof, no Default or Event of Default has occurred and is continuing (provided that the Guarantor is only making this representation on behalf of itself and its Restricted Subsidiaries and the Defaults or Events of Default attributable to itself and its Restricted Subsidiaries and not with respect to any Defaults or Events of Default attributable to Borrower and its Subsidiaries, and Borrower is only making this representation on behalf of itself and its Subsidiaries and the Defaults or Events of Default attributable to itself and its Subsidiaries and not with respect to any Defaults or Events of Default attributable to the Guarantor and its Restricted Subsidiaries) and (v) the representations and warranties of such Person set forth in Article III of the Existing Credit Agreement (including, for the avoidance of doubt, Section 3.04(c), but the reference to December 31, 2014 therein shall be deemed to be December 31, 2017) and in the other Credit Documents are true and correct in all material respects (unless any such representation of warranty is already qualified by materiality, in which case, such representation or warranty is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (unless any such representation of warranty is already qualified by materiality, in which case, such representation or warranty is true and correct in all respects) as of such earlier date. Borrower represents and warrants that since December 31, 2017, there has been no material adverse change in the business, assets, operations or financial condition of Borrower and its consolidated subsidiaries, taken as a whole.

SECTION 4.      Effectiveness. This Amendment shall become effective as of April 26, 2018 (the “ Third Amendment Effective Date ”), the date on which the following shall have been completed:

(a)     the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of Borrower, Guarantor and all the Lenders;

(b)     the Administrative Agent shall have received an Acknowledgment and Consent, substantially in the form of Annex II hereto, duly executed and delivered by each party thereto;

(c)     the Administrative Agent shall have received favorable written opinions of (i) DLA Piper UK LLP, counsel for Borrower and (ii) Conyers Dill & Pearman, Bermuda counsel for Borrower;

(d)     the Administrative Agent shall have received a certificate from each of Borrower and Guarantor, in form and substance reasonably satisfactory to the Administrative Agent, dated the date hereof and signed by a Responsible Officer of Borrower and Guarantor, as applicable, confirming that on and as of the date hereof (i) the representations and warranties applicable to such Person set forth in the Credit Documents are true and correct in all material respects (except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default has occurred or is continuing; and

(e)     the Administrative Agent shall have received, for the account of each Lender, a consent fee as set forth on Annex I hereto.

It is understood and agreed that the conditions specified in clauses (a) through (d) in this Section 4 shall be satisfied on the date hereof and the condition specified in clause (e) shall be satisfied on the Third Amendment Effective Date. The Administrative Agent shall notify Borrower, Guarantor, CME Media Enterprises B.V. (“ CME BV ”) and the Lenders of the Third Amendment Effective Date, and such notice shall be conclusive and binding.

Without limiting the generality of the provisions of Article VIII of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 4 unless the Administrative Agent shall have received notice from such Lender prior to the date hereof specifying its objections thereto.

SECTION 5.      Costs and Expenses. Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Amendment.

SECTION 6.      Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver,

amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit Document in similar or different circumstances.

(b)     Each Credit Party agrees that all of its obligations, liabilities and indebtedness under each Credit Document, including guarantee obligations under the Guarantee, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment.

(c)     On and after the Third Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Existing Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Credit Document shall be deemed to be a reference to the Existing Credit Agreement as amended hereby.

SECTION 7.      Interpretation. This Amendment shall constitute a Credit Document for the purposes of the Credit Agreement and the other Credit Documents.

SECTION 8.      Governing Law; Jurisdiction; Consent to Service of Process.

(a)     This Amendment shall be construed in accordance with and governed by the law of the State of New York.

(b)     Each party to this Amendment hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Credit Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)     Each party to this Amendment hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment in any court referred to in paragraph (b) of this Section 8. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)     Each party to this Amendment irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Existing Credit Agreement. Nothing in this Amendment will affect the right of any party to this Amendment to serve process in any other manner permitted by law.

SECTION 9.      Miscellaneous. Sections 9.01, 9.04(a), 9.05, 9.06, 9.07, 9.10, 9.11 and 9.13 of the Existing Credit Agreement shall be applicable to this Amendment as though set forth herein, mutatis mutandis .

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

ANNEX II TO

THIRD AMENDMENT

ACKNOWLEDGMENT AND CONSENT

Reference is made to the THIRD AMENDMENT, dated as of April 25, 2018 (“ Third Amendment ”), to the CREDIT AGREEMENT, dated as of September 30, 2015, as amended by the First Amendment, dated as of February 19, 2016 and the Consent, Waiver, and Second Amendment, dated as of June 22, 2017 (as further amended by the Third Amendment, the “ Credit Agreement ”), among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda, TIME WARNER INC. a Delaware corporation, the several banks and other financial institutions from time to time party thereto and BNP PARIBAS, as administrative agent. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.

Each of the undersigned parties to the Guarantee hereby (a) consents to the transactions contemplated by the Third Amendment and (b) acknowledges and agrees that the guarantees made by such party contained in the Guarantee are, and shall remain, in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to the Third Amendment.

CME BV hereby (a) consents to the transactions contemplated by the Third Amendment and (b) acknowledges and agrees that the guarantees contained in the CME BV Guarantee are, and shall remain, in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to the Third Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Consent to be duly executed and delivered by their respective proper and duly authorized officers as of the date first written above.

Exhibit 10.2

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SECOND AMENDMENT, dated as of April 25, 2018 (this “ Amendment ”), to the CREDIT AGREEMENT, dated as of February 19, 2016, as amended by the Consent, Waiver, and First Amendment, dated as of June 22, 2017 (as further amended, supplemented or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”), among CME MEDIA ENTERPRISES B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands and with its corporate seat in Amsterdam, the Netherlands (“ Borrower ”), CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda (“ CME Guarantor ”), TIME WARNER INC., a Delaware corporation (“ Guarantor ”), the several banks and other financial institutions from time to time party thereto (the “ Lenders ”) and BNP PARIBAS, as administrative agent (the “ Administrative Agent ”).

WHEREAS, the Lenders under the Existing Credit Agreement have previously extended credit to Borrower under the Existing Credit Agreement in the form of outstanding Loans in the original aggregate principal amount of €468,800,000;

WHEREAS, CME Guarantor has entered into the CME Guarantee, and Guarantor and the Subsidiary Guarantors have entered into the Time Warner Guarantee, in connection with the Existing Credit Agreement;

WHEREAS, Borrower has requested that the Lenders (a) extend the maturity of the Loans and (b) effect certain other amendments to the Existing Credit Agreement as set forth herein;

WHEREAS, the CME Guarantor, Guarantor and the Subsidiary Guarantors have agreed to continue to guaranty the obligations entered in connection with the Existing Credit Agreement through the extended Maturity Date (as defined below);

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Existing Credit Agreement.

SECTION 2.      Amendment of Existing Credit Agreement. Effective as of the Second Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended as follows (the Existing Credit Agreement, as so amended, being referred to herein as the “ Credit Agreement ”):

(a)     Section 1.01 of the Existing Credit Agreement is hereby amended by:

(i)     inserting the following new defined terms in appropriate alphabetical order:

“ Second Amendment ” means the Second Amendment, dated as of April 25, 2018, to this Agreement among Borrower, CME Guarantor, Guarantor, the Lenders and the Administrative Agent.

“ Second Amendment Effective Date ” has the meaning assigned to such term in the Second Amendment.

(ii)     amending and restating the following definition in its entirety to read as follows:

“ Maturity Date ” means April 26, 2023.

(b)     Section 2.10(a) and (b) of the Existing Credit Agreement are hereby amended and restated as follows:

“(a)    On or after the Second Amendment Effective Date, Borrower shall have a right from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as provided in Section 2.15 and Section 2.16), subject to prior notice in accordance with paragraph (c) of this Section.

(b)     Intentionally omitted . ”

SECTION 3.      Representations and Warranties. (a) Each of Borrower, CME Guarantor, and Guarantor, as applicable, hereby represents and warrants as to itself only (and not as to the other) that (i) this Amendment is within such Person’s corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of such Person, (ii) this Amendment has been duly executed and delivered by such Person, (iii) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (iv) as of the date hereof, no Default or Event of Default has occurred and is continuing (provided that the Guarantor is only making this representation on behalf of itself and its Restricted Subsidiaries and the Defaults or Events of Default attributable to itself and its Restricted Subsidiaries and not with respect to any Defaults or Events of Default attributable to Borrower and its Subsidiaries, and Borrower is only making this representation on behalf of itself and its Subsidiaries and the Defaults or Events of Default attributable to itself and its Subsidiaries and not with respect to any Defaults or Events of Default attributable to the Guarantor and its Restricted Subsidiaries) and (v) the representations and warranties of such Person set forth in Article III of the Existing Credit Agreement (including, for the avoidance of doubt, Section 3.04(c), but the reference to September 30, 2015 therein shall be deemed to be December 31, 2017) and in the other Credit Documents are true and correct in all material respects (unless any such representation of warranty is already qualified by materiality, in which case, such representation or warranty is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (unless any such representation of warranty is already qualified by materiality, in which case, such representation or warranty is true and correct in all respects) as of such earlier date. Borrower represents and warrants that since December 31, 2017, there has been no material adverse change in the business, assets, operations or financial condition of Borrower and its consolidated subsidiaries, taken as a whole.

SECTION 4.      Effectiveness. This Amendment shall become effective on April 26, 2018 (the “ Second Amendment Effective Date ”), the date on which the following shall have been completed:

(a)     the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of Borrower, CME Guarantor, Guarantor and all the Lenders;

(b)     the Administrative Agent shall have received an Acknowledgment and Consent, substantially in the form of Annex II hereto, duly executed and delivered by each party thereto;

(c)     the Administrative Agent shall have received favorable written opinions of (i) DLA Piper UK LLP, counsel for Borrower, (ii) Loyens & Loeff N.V., Dutch counsel for Borrower and (iii) Conyers Dill & Pearman, Bermuda counsel for Borrower;

(d)     the Administrative Agent shall have received a certificate from each of Borrower, CME Guarantor and Guarantor, in form and substance reasonably satisfactory to the Administrative Agent, dated the date hereof and signed by a Responsible Officer of Borrower, CME Guarantor and Guarantor, as applicable, confirming that on and as of the date hereof (i) the representations and warranties applicable to such Person set forth in the Credit Documents are true and correct in all material respects (except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default has occurred or is continuing; and

(e)     the Administrative Agent shall have received, for the account of each Lender, a consent fee as set forth on Annex I hereto.

It is understood and agreed that the conditions specified in clauses (a) through (d) in this Section 4 shall be satisfied on the date hereof and the condition specified in clause (e) shall be satisfied on the Second Amendment Effective Date. The Administrative Agent shall notify Borrower, Guarantor, CME Guarantor, and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding.

Without limiting the generality of the provisions of Article VIII of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 4 unless the Administrative Agent shall have received notice from such Lender prior to the date hereof specifying its objections thereto.

SECTION 5.      Costs and Expenses. Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Amendment.

SECTION 6.      Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit Document in similar or different circumstances.

(b)     Each Credit Party agrees that all of its obligations, liabilities and indebtedness under each Credit Document, including guarantee obligations under the Guarantee, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment.

(c)     On and after the Second Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Existing Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Credit Document shall be deemed to be a reference to the Existing Credit Agreement as amended hereby.

SECTION 7.      Interpretation. This Amendment shall constitute a Credit Document for the purposes of the Credit Agreement and the other Credit Documents.

SECTION 8.      Governing Law; Jurisdiction; Consent to Service of Process.

(a)     This Amendment shall be construed in accordance with and governed by the law of the State of New York.

(b)     Each party to this Amendment hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Credit Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)     Each party to this Amendment hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment in any court referred to in paragraph (b) of this Section 8. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)     Each party to this Amendment irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Existing Credit Agreement. Nothing in this Amendment will affect the right of any party to this Amendment to serve process in any other manner permitted by law.

SECTION 9.      Miscellaneous. Sections 9.01, 9.04(a), 9.05, 9.06, 9.07, 9.10, 9.11 and 9.13 of the Existing Credit Agreement shall be applicable to this Amendment as though set forth herein, mutatis mutandis .

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

                       

ANNEX II TO

SECOND AMENDMENT

ACKNOWLEDGMENT AND CONSENT

Reference is made to the SECOND AMENDMENT, dated as of April 25, 2018 (“ Second Amendment ”), to the CREDIT AGREEMENT, dated as of February 19, 2016, as amended by the Consent, Waiver, and First Amendment, dated as of June 22, 2017 (as further amended by the Second Amendment, the “ Credit Agreement ”), among CME MEDIA ENTERPRISES B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands and with its corporate seat in Amsterdam, the Netherlands, CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda, TIME WARNER INC., a Delaware corporation, the several banks and other financial institutions from time to time party thereto and BNP PARIBAS, as administrative agent. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.

Each of the undersigned parties to the Guarantee hereby (a) consents to the transactions contemplated by the Second Amendment and (b) acknowledges and agrees that the guarantees made by such party contained in the Guarantee are, and shall remain, in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to the Second Amendment.

CME Guarantor hereby (a) consents to the transactions contemplated by the Second Amendment and (b) acknowledges and agrees that the guarantees contained in the CME Guarantee are, and shall remain, in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to the Second Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Consent to be duly executed and delivered by their respective proper and duly authorized officers as of the date first written above.

Exhibit 10.3

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AMENDMENT AND RESTATEMENT AGREEMENT, dated as of April 25, 2018 (this “ Agreement ”), relating to the AMENDED AND RESTATED REIMBURSEMENT AGREEMENT, dated as of November 14, 2014, as amended and restated as of February 19, 2016, and as further amended by the First Amendment, dated as of March 2, 2017, and the Second Amendment, dated as of June 22, 2017 (the “ Existing Reimbursement Agreement ”), among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda (“ CME ”), CME MEDIA ENTERPRISES B.V., a private company with limited liability incorporated under the laws of the Netherlands (“ CME BV ”), and TIME WARNER INC., a Delaware corporation, as CME Credit Guarantor ( “ CME Credit Guarantor ”) and Agent.

WHEREAS, the parties hereto have previously entered into the Existing Reimbursement Agreement to set forth the terms of the obligations of (a) CME to (i) reimburse CME Credit Guarantor for any amounts paid by CME Credit Guarantor and/or the Time Warner Subsidiary Guarantors in respect of (w) the 2014 Third Party Credit Agreement Guarantee, 2015 Third Party Credit Agreement Guarantee and 2016 Third Party Credit Agreement Guarantee, (x) the 2014 Third Party Loan Purchase Price, 2015 Third Party Loan Purchase Price and 2016 Third Party Loan Purchase Price, (y) any payments made under the 2014 Third Party Credit Agreement, 2015 Third Party Credit Agreement and 2016 Third Party Credit Agreement, in any case on behalf of CME or CME BV, as applicable, and (z) the 2014 Refinancing Hedge Guarantee, 2015 Refinancing Hedge Guarantee and 2016 Refinancing Hedge Guarantee and (ii) pay the Commitment Fee, 2014 Refinancing Guarantee Fee and 2015 Refinancing Guarantee Fee and (b) CME BV to pay the 2016 Refinancing Guarantee Fee;

WHEREAS, in connection with the (a) execution and delivery by the parties thereto of certain amendments to the 2015 Third Party Credit Agreement, 2016 Third Party Credit Agreement, 2015 Refinancing Hedge and 2016 Refinancing Hedge and (b) amendment and restatement of the Revolving Loan Credit Agreement (the transactions described in clauses (a) and (b) , collectively with the execution and delivery by the parties hereto of this Agreement, the “ 2018 Transactions ”), each of CME and CME BV have requested that CME Credit Guarantor agree to amend and restate the Existing Reimbursement Agreement in order to effect certain amendments as set forth herein; and

WHEREAS, CME Credit Guarantor is willing to amend and restate the Existing Reimbursement Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Existing Reimbursement Agreement.

SECTION 2.      Amendment and Restatement of Existing Reimbursement Agreement. (a) Effective as of the Second Restatement Effective Date (as defined below), the Existing Reimbursement Agreement is hereby amended and restated in the form of Exhibit A hereto (the Existing Reimbursement Agreement, as so amended and restated, being referred to as the “ Restated Reimbursement Agreement ”).

(b)     Except as expressly set forth above and therein, all Schedules and Exhibits to the Existing Reimbursement Agreement will continue in their present forms as Schedules and Exhibits to the Restated Reimbursement Agreement.

SECTION 3.      Representations and Warranties. (a) Each of CME and CME BV hereby represents and warrants on and as of the date hereof that (i) this Agreement is within such Person’s powers and has been duly authorized by all necessary corporate and, if required, stockholder action of such Person, (ii) this Agreement has been duly executed and delivered by such Person and (iii) this Agreement constitutes a legal, valid and binding obligation of such Person, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)     CME hereby represents and warrants (as to itself and as to each other Reimbursement Party or Subsidiary, as applicable) on and as of the date hereof that (i) no Default or Event of Default has occurred and is continuing, (ii) consummation of the 2018 Transactions by the applicable Reimbursement Parties will not result in a Default or Event of Default, and (iii) the representations and warranties set forth in Article III of the Existing Reimbursement Agreement (including, for the avoidance of doubt, (x) Section 3.01, Section 3.02, Section 3.04(a), Section 3.05 and Section 3.08, but each reference to the 2016 Transactions and the 2016 Effective Date therein shall be deemed to be to the 2018 Transactions and the date hereof, respectively, and (y) Section 3.03(c), but the reference to December 31, 2014 therein shall be deemed to be December 31, 2017) and in the other Reimbursement Documents are true and correct in all material respects (unless any such representation or warranty is already qualified by materiality, in which case, such representation or warranty is true and correct in all respects), with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (unless any such representation or warranty is already qualified by materiality, in which case, such representation or warranty is true and correct in all respects) as of such earlier date.

SECTION 4.      Effectiveness. This Agreement and the amendment and restatement of the Existing Reimbursement Agreement in the form of the Restated Reimbursement Agreement shall become effective as of April 26, 2018 (the “ Second Restatement Effective Date ”), the date on which each of the following actions, conditions and deliveries shall have been completed (or waived by CME Credit Guarantor):

(a)     CME Credit Guarantor (or its counsel) shall have received (i) from each of CME and CME BV, a duly executed counterpart of this Agreement and (ii) from each Subsidiary Guarantor, a duly executed counterpart of the Acknowledgment and Consent substantially in the form of Exhibit B hereto (the “ Acknowledgment and Consent ”) (including, in each case, a fax or email pdf transmission of a duly executed counterpart).

(b)     CME Credit Guarantor shall have received from CME reasonably satisfactory evidence that the 2018 Transactions to occur on or before Second Restatement Effective Date shall have occurred on or before the Second Restatement Effective Date.

(c)     CME Credit Guarantor shall have received from each Reimbursement Party such documents and certificates as CME Credit Guarantor reasonably requested relating to (i) the organization and existence in good standing (if applicable) of each Reimbursement Party, and (ii) the authorization of the 2018 Transactions and any other legal matters relating to such Reimbursement Party, this Agreement or the Acknowledgment and Consent, all in form and substance reasonably satisfactory to CME Credit Guarantor.

(d)     CME Credit Guarantor shall have received a certificate of the Secretary, Assistant Secretary or managing director, as applicable, of each Reimbursement Party certifying the names and true signatures of the officers, directors or managing director, as applicable, of such Reimbursement Party authorized to sign this Agreement or the Acknowledgment and Consent, as applicable, to be delivered by such Reimbursement Party on or before the Second Restatement Effective Date (or, to the extent applicable, a certificate of the Secretary, Assistant Secretary or managing director, as applicable, of such Reimbursement Party certifying that there have been no changes in the identity of the officers, directors or managing director of such Reimbursement Party since such certificate delivered in connection with the 2016 Effective Date).

(e)     Each of the representations and warranties made by CME and CME BV set forth in Section 3 hereof shall be true and correct, subject to the qualifications and to the extent set forth in Section 3 .

(f)     CME Credit Guarantor shall have received from CME a written opinion (addressed to CME Credit Guarantor and dated the Second Restatement Effective Date) of (i) DLA Piper UK LLP, U.S. counsel for the Reimbursement Parties with respect to this Agreement and the Acknowledgment and Consent, (ii) Conyers Dill & Pearman, Bermuda counsel for the Reimbursement Parties with respect to this Agreement, and (iii) Loyens and Loeff N.V., Dutch and Curaçao counsel for the Reimbursement Parties with respect to the Pledge Agreements (which opinion shall, without limitation, confirm that the security rights created under the Pledge Agreements are not affected by the amendment and restatement of existing agreements pursuant to this Agreement and that certain Amendment and Restatement Agreement dated the date hereof with respect to the Revolving Loan Credit Agreement), in each case in form and substance reasonably satisfactory to CME Credit Guarantor.

It is understood and agreed that actions to be taken and documents to be delivered with respect to the conditions specified in paragraph (a) and paragraphs (c) through (f) in this Section 4 shall be so taken or delivered, as applicable, on or before April 25, 2018, and the condition specified in paragraph (b) in this Section 4 shall be satisfied on or about April 26, 2018 upon the payment by CME and/or CME BV of consent fees to the lenders in connection with the amendments to the 2015 Third Party Credit Agreement and 2016 Third Party Credit Agreement, and the entry into the extensions of the 2015 Refinancing Hedge and 2016 Refinancing Hedge.

SECTION 5.      Effect of this Agreement. (a) Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the CME Credit Guarantor or Agent under the Existing Reimbursement Agreement or any other Reimbursement Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Reimbursement Agreement or any other Reimbursement Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Reimbursement Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Reimbursement Agreement or any other Reimbursement Document in similar or different circumstances.

(b)     CME, CME BV and, by execution and delivery of the Acknowledgment and Consent, each other Reimbursement Party, acknowledges and agrees that all of its obligations, liabilities and indebtedness under each Reimbursement Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Agreement.

(c)     On the Second Restatement Effective Date, the Existing Reimbursement Agreement shall be amended and restated in its entirety in the form of the Restated Reimbursement Agreement. Each party hereto and, by execution and delivery of the Acknowledgment and Consent, each other Reimbursement Party, acknowledges and agree that (i) this Agreement and the other Reimbursement Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and recurrence of the Obligations and other obligations under the Existing Reimbursement Agreement or the other Reimbursement Documents as in effect prior to the Second Restatement Effective Date and which remain outstanding as of the Second Restatement Effective Date, (ii) the Obligations and other obligations under the Existing Reimbursement Agreement and the other Reimbursement Documents are in all respects continuing (in the case of the Obligations and other obligations under the Existing Reimbursement Agreement, as amended and restated hereby and which are in all respects hereinafter subject to the terms of the Restated Reimbursement Agreement ) and (iii) the liens and security interests as granted under the Security Documents securing payment of such Obligations and other obligations are in all respects continuing (without interruption) and in full force and effect and are reaffirmed hereby.

(d)     On and after the Second Restatement Effective Date, each reference to the Reimbursement Agreement in any other Reimbursement Document shall be deemed to be a reference to the Restated Reimbursement Agreement.

(e)     For the avoidance of doubt, any Default or Event of Default that occurred under the Existing Reimbursement Agreement prior to the Second Restatement Effective Date and is continuing on the Second Restatement Effective Date shall constitute a Default or Event of Default, as applicable, under Restated Reimbursement Agreement.

SECTION 6.      Interpretation. This Agreement shall constitute a Reimbursement Document for the purposes of the Restated Reimbursement Agreement and the other Reimbursement Documents.

SECTION 7.      Governing Law; Jurisdiction; Consent to Service of Process.

(a)     This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)     Each party to this Agreement and, by execution and delivery of the Acknowledgment and Consent, each other Reimbursement Party, hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)     Each party to this Agreement and, by execution and delivery of the Acknowledgment and Consent, each other Reimbursement Party, hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section 7 . Each of the parties hereto and, by execution and delivery of the Acknowledgment and Consent, each other Reimbursement Party, hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)     Each party to this Agreement and, by execution and delivery of the Acknowledgment and Consent, each other Reimbursement Party, irrevocably consents to service of process in the manner provided for notices in Section 7.01 of the Existing Reimbursement Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 8.      Expenses . CME agrees that it will promptly, but in no event later than three (3) Business Days following delivery of an invoice therefor, pay all fees and expenses reasonably incurred by CME Credit Guarantor by its counsel (x) Willkie Farr & Gallagher LLP, (y) Stibbe, in respect of certain Dutch law matters and (z) Spigt Dutch Carribean, in respect of certain Curaçao law matters, in each case in connection with this Agreement and the other 2018 Transactions.

SECTION 9.      Miscellaneous. Sections 7.01, 7.04, 7.05, 7.06, 7.07, 7.09 and 7.10 of the Existing Reimbursement Agreement shall be applicable to this Agreement as though set forth herein, mutatis mutandis .

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

EXHIBIT A TO
AMENDMENT AND RESTATEMENT AGREEMENT

RESTATED REIMBURSEMENT AGREEMENT

[See attached.]

EXHIBIT B TO
AMENDMENT AND RESTATEMENT AGREEMENT

ACKNOWLEDGMENT AND CONSENT

Reference is made to the AMENDMENT AND RESTATEMENT AGREEMENT, dated as of April 25, 2018 (the “ Restatement Agreement ”), relating to the AMENDED AND RESTATED REIMBURSEMENT AGREEMENT, dated as of November 14, 2014, as amended and restated as of February 19, 2016, and as further amended by the First Amendment, dated as of March 2, 2017, and the Second Amendment, dated as of June 22, 2017 (as amended and restated pursuant to the Restatement Agreement, the “ Restated Reimbursement Agreement ”), among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda (“ CME ”), CME MEDIA ENTERPRISES B.V., a private company with limited liability incorporated under the laws of the Netherlands (“ CME BV ”), and TIME WARNER INC., a Delaware corporation, as CME Credit Guarantor ( “ CME Credit Guarantor ”) and Agent. Unless otherwise defined herein, capitalized terms used herein and defined in the Restated Reimbursement Agreement are used herein as therein defined.

Section 17 of the Guarantee dated as of November 14, 2014 (as amended and restated from time to time, the “Guarantee”) by and among CME Media Enterprises B.V., Central European Media Enterprises N.V., and Time Warner Inc. is hereby incorporated by reference as if fully set forth herein.

Each of the undersigned parties to the Guarantee hereby (a) consents to the transactions contemplated by the Restatement Agreement, (b) acknowledges and agrees that the guarantees made by such party contained in the Guarantee are, and shall remain, in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to the Restatement Agreement and (c) acknowledges and agrees to all provisions of the Restatement Agreement that are applicable to it by virtue of it being a signatory hereto.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Consent to be duly executed and delivered by their respective proper and duly authorized officers as of the date first written above.

Exhibit 10.4

---

EXHIBIT A TO
AMENDMENT AND RESTATEMENT AGREEMENT

SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENT

dated as of

November 14, 2014

as amended and restated as of February 19, 2016

as further amended and restated as of April 26, 2018

among

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.,

CME MEDIA ENTERPRISES B.V.,

and

TIME WARNER INC. ,

as CME Credit Guarantor

TABLE OF CONTENTS

SECOND AMENDED AND RESTATED

REIMBURSEMENT AGREEMENT

This Second Amended and Restated Reimbursement Agreement (this “ Agreement ”), dated as of November 14, 2014, as amended and restated as of February 19, 2016 (the “ First Restatement Date ”) and as further amended and restated as of April 26, 2018 (the “ Second Restatement Date ”), is among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. , an exempted limited company incorporated under the laws of Bermuda (“ CME ”), CME MEDIA ENTERPRISES B.V. , a private company with limited liability incorporated under the laws of the Netherlands (“ CME BV ”) and TIME WARNER INC. , a Delaware corporation, as CME Credit Guarantor (the “ CME Credit Guarantor ”) and Agent.

Prior to the First Restatement Date, (a) CME and CME Credit Guarantor have entered into (i) the 2014 Third Party Credit Agreement (such term and other capitalized terms having the meanings set forth in Article I) and 2014 Refinancing Hedge and (ii) the 2015 Third Party Credit Agreement and 2015 Refinancing Hedge and (b) CME Credit Guarantor, Historic TW, TBS and HBO have entered into the 2014 Third Party Credit Agreement Guarantee, 2014 Refinancing Hedge Guarantee, 2015 Third Party Credit Agreement Guarantee and 2015 Refinancing Hedge Guarantee.

On the First Restatement Date, (a) CME BV, CME and CME Credit Guarantor have entered into the 2016 Third Party Credit Agreement and (b) CME Credit Guarantor, Historic TW, TBS and HBO have entered into the 2016 Third Party Credit Agreement Guarantee.

Prior to borrowing under the 2016 Third Party Credit Agreement, (a) CME BV has entered into the 2016 Refinancing Hedge and (b) CME Credit Guarantor, Historic TW, TBS and HBO have entered into the 2016 Refinancing Hedge Guarantee.

On or around the Second Restatement Date, (a) certain amendments to the 2015 Third Party Credit Agreement and 2016 Third Party Credit Agreement shall be effected to extend the maturity dates thereof as set forth therein and (b) certain amendments to the 2015 Refinancing Hedge and the 2016 Refinancing Hedge shall be effected to extend the duration thereof to be coterminous with the extended maturity of the 2015 Third Party Credit Agreement or 2016 Third Party Credit Agreement, as applicable.

Under certain circumstances, CME Credit Guarantor or one of its Affiliates may purchase the 2014 Third Party Loans, 2015 Third Party Loans, and/or 2016 Third Party Loans pursuant to the terms set forth in the 2014 Third Party Credit Agreement, 2015 Third Party Credit Agreement and 2016 Third Party Credit Agreement, respectively.

The parties hereto desire, among other things, to set forth the terms of the obligation of (a) CME to (i) reimburse CME Credit Guarantor for any amounts paid by CME Credit Guarantor and/or the Time Warner Subsidiary Guarantors in respect of (w) the 2014 Third Party Credit Agreement Guarantee, 2015 Third Party Credit Agreement Guarantee and 2016 Third Party Credit Agreement Guarantee, (x) the 2014 Third Party Loan Purchase Price, 2015 Third Party Loan Purchase Price and 2016 Third Party Loan Purchase Price, (y) any payments made under the 2014 Third Party Credit Agreement, 2015 Third Party Credit Agreement and 2016 Third Party Credit Agreement, in any case on behalf of CME or CME BV, as applicable, and (z) the 2014 Refinancing Hedge Guarantee, 2015 Refinancing Hedge Guarantee and 2016 Refinancing Hedge Guarantee and (ii) pay the Commitment Fee, 2014 Refinancing Guarantee Fee and 2015 Refinancing Guarantee Fee and (b) CME BV to pay the 2016 Refinancing Guarantee Fee.

In consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01     Defined Terms . Except as otherwise provided herein, as used in this Agreement, the following terms have the meanings specified below:

“ 2014 Effective Date ” means November 14, 2014.

“ 2014 Refinancing Cash Fee Portion ” has the meaning assigned to such term in Section 2.03(a) .

“ 2014 Refinancing Guarantee Fee ” has the meaning assigned to such term in Section 2.03(a) .

“ 2014 Refinancing Guarantee Fee Rate ” has the meaning assigned to such term in Section 2.03(a) .

“ 2014 Refinancing Hedge ” means one or more unsecured interest rate hedging agreements to hedge changes in the interest rate on 100% of the aggregate principal amount of the 2014 Third Party Loan under the 2014 Third Party Credit Agreement through the maturity of the 2014 Third Party Credit Agreement on November 1, 2018.

“ 2014 Refinancing Hedge Guarantee ” means those certain Guarantees entered into in connection with the 2014 Refinancing Hedge by CME Credit Guarantor, Historic TW, TBS and HBO in favor of each provider of the 2014 Refinancing Hedge.

“ 2014 Refinancing PIK Fee Portion ” has the meaning assigned to such term in Section 2.03(a) .

“ 2014 Third Party Credit Agreement ” means that certain Credit Agreement, dated as of November 14, 2014, as amended by the First Amendment, dated as of March 9, 2015, the Second Amendment, dated as of February 19, 2016, the Third Amendment, dated as of June 22, 2017, and the Fourth Amendment, dated as of February 5, 2018, among CME, CME Credit Guarantor, the lenders party thereto from time to time and BNP Paribas, as administrative agent.

“ 2014 Third Party Credit Agreement Guarantee ” means that certain Guarantee, dated as of November 14, 2014, by CME Credit Guarantor, Historic TW, TBS and HBO in favor of BNP Paribas, as administrative agent for the lenders under the 2014 Third Party Credit Agreement.

“ 2014 Third Party Loans ” means the term loans made to CME under the 2014 Third Party Credit Agreement.

“ 2014 Third Party Loans Purchase Price ” means the purchase price paid by CME Credit Guarantor or one of its Affiliates to purchase all outstanding 2014 Third Party Loans pursuant to Section 2.18(c) of the 2014 Third Party Credit Agreement.

“ 2014/2015 Applicable Rate ” means:

(a)    on any date on and after March 1, 2017, but prior to the Second Restatement Date, the rate per annum set forth below as the 2014/2015 Cash Rate (the “ 2014/2015 Cash Rate ”), the 2014/2015 PIK Fee Rate (the “ 2014/2015 PIK Fee Rate ”) or the 2014/2015 Total Rate (the “ 2014/2015 Total Rate ”), as applicable, based upon Consolidated Net Leverage as of the last day of each Accounting Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(b) :

; or

(b)    on any date on and after the Second Restatement Date, the rate per annum set forth below as the 2014/2015 Total Cash Rate (the “ 2014/2015 Total Cash Rate ”), based upon Consolidated Net Leverage as of the last day of each Accounting Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(b) :

; provided that if the Deleveraging Condition is satisfied after the Second Restatement Date but on or prior to September 30, 2018, the 2014/2015 Total Cash Rate, on and after the first calendar day of the first full month following the date of delivery to CME Credit Guarantor of written notice thereof, setting out (in reasonable detail) computations as to the satisfaction thereof (the “ Deleveraging Condition Satisfaction Notice ”), shall mean the rate per annum set forth below as the 2014/2015 Total Cash Rate, based upon Consolidated Net Leverage as of the last day of each Accounting Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(b) (it being understood that the pricing grid set forth above in this clause (b) shall be effective at all times on and after the Second Restatement Date if the Deleveraging Condition is not satisfied on or prior to September 30, 2018 or a Deleveraging Condition Satisfaction Notice is not delivered on or prior to the date on which a Compliance Certificate is required to be delivered pursuant to Section 5.01(b) for the Accounting Quarter ended September 30, 2018):

Each change in the 2014/2015 Applicable Rate resulting from a change in Consolidated Net Leverage shall be effective on and after the second Business Day following the date of delivery to CME Credit Guarantor of a Compliance Certificate pursuant to Section 5.01(b) indicating such change until the date immediately preceding the second Business Day following the next date of delivery of such Compliance Certificate indicating another such change.

Notwithstanding anything to the contrary, Consolidated Net Leverage will be deemed to be ≥ 7.0x (i) at any time during which CME has failed to deliver a Compliance Certificate and/or the related financial statements pursuant to Section 5.01(a) , until the date on which such Compliance Certificate and/or financial statements are delivered and (ii) at any time during the existence of an Event of Default.

If (i) (x) Consolidated Net Leverage used to determine the 2014/2015 Applicable Rate for any period is incorrect as a result of any error, misstatement or misrepresentation contained in any financial statement or Compliance Certificate delivered by CME or (y) after delivery thereof, the Deleveraging Condition Satisfaction Notice is incorrect as a result of any error, misstatement or misrepresentation contained in any financial statement or the Deleveraging Condition Satisfaction Notice delivered by CME, and (ii) in either case, as a result thereof, the 2014/2015 Applicable Rate payable by CME at any time is lower than the 2014/2015 Applicable Rate that would have been payable by CME had the 2014/2015 Applicable Rate been calculated on the basis of the correct Consolidated Net Leverage and/or the correct pricing grid, then the 2014/2015 Applicable Rate in respect of such period will be adjusted upwards automatically and retroactively and CME shall pay to CME Credit Guarantor such additional amounts as are necessary so that after receipt of such amounts CME Credit Guarantor receives an amount equal to the amount it would have received had the 2014/2015 Applicable Rate been calculated during such period on the basis of the correct Consolidated Net Leverage and/or the correct pricing grid, as applicable.

The 2014/2015 Applicable Rate is subject to increase following a Change of Control as set forth in Section 2.03(d) below and shall not subsequently vary based on Consolidated Net Leverage.

“ 2014/2015 Cash Rate ” has the meaning assigned to such term in the definition of “ 2014/2015 Applicable Rate ”.

“ 2014/2015 PIK Fee Rate ” has the meaning assigned to such term in the definition of “ 2014/2015 Applicable Rate ”.

“ 2014/2015 Total Cash Rate ” has the meaning assigned to such term in the definition of “ 2014/2015 Applicable Rate ”.

“ 2014/2015 Total Rate ” has the meaning assigned to such term in the definition of “ 2014/2015 Applicable Rate ”.

“ 2015 Effective Date ” means September 30, 2015.

“ 2015 Refinancing Cash Fee Portion ” has the meaning assigned to such term in Section 2.03(b) .

“ 2015 Refinancing Guarantee Fee ” has the meaning assigned to such term in Section 2.03(b) .

“ 2015 Refinancing Guarantee Fee Rate ” has the meaning assigned to such term in Section 2.03(b) .

“ 2015 Refinancing Hedge ” means one or more unsecured interest rate hedging agreements to hedge changes in the interest rate on 100% of the aggregate principal amount of the 2015 Third Party Loan under the 2015 Third Party Credit Agreement through the maturity of the 2015 Third Party Loan on November 1, 2021.

“ 2015 Refinancing Hedge Guarantee ” means those certain Guarantees entered into in connection with the 2015 Refinancing Hedge by CME Credit Guarantor, Historic TW, TBS and HBO in favor of each provider of the 2015 Refinancing Hedge.

“ 2015 Refinancing PIK Fee Portion ” has the meaning assigned to such term in Section 2.03(b) .

“ 2015 Third Party Credit Agreement ” means that certain Credit Agreement, dated as of September 30, 2015, as amended by the First Amendment, dated as of February 19, 2016, and the Second Amendment, dated on or around the Second Restatement Date, among CME, CME Credit Guarantor, the lenders party thereto from time to time and BNP Paribas, as administrative agent.

“ 2015 Third Party Credit Agreement Guarantee ” means that certain Guarantee, dated as of September 30, 2015, by CME Credit Guarantor, Historic TW, TBS and HBO in favor of BNP Paribas, as administrative agent for the lenders under the 2015 Third Party Credit Agreement.

“ 2015 Third Party Loans ” means the term loans made to CME under the 2015 Third Party Credit Agreement.

“ 2015 Third Party Loans Purchase Price ” means the purchase price paid by CME Credit Guarantor or one of its Affiliates to purchase all outstanding 2015 Third Party Loans pursuant to Section 2.18(c) of the 2015 Third Party Credit Agreement.

“ 2016 Applicable Rate ” means:

(a)    on any date prior to March 1, 2017, the rate per annum set forth below as the 2016 Cash Rate, 2016 Refinancing PIK Fee Rate or 2016 Total Rate, as applicable, based upon Consolidated Net Leverage as of the last day of each Accounting Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(b) :

; or

(b)    on any date on and after March 1, 2017, but prior to the Second Restatement Date, the rate per annum set forth below as the 2016 Cash Rate, 2016 Refinancing PIK Fee Rate or 2016 Total Rate, as applicable, based upon Consolidated Net Leverage as of the last day of each Accounting Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(b) :

; or

(c)    on any date on and after the Second Restatement Date, the rate per annum set forth below as the 2016 Total Cash Rate (the “ 2016 Total Cash Rate ”), based upon Consolidated Net Leverage as of the last day of each Accounting Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(b) :

; provided that if the Deleveraging Condition is satisfied after the Second Restatement Date but on or prior to September 30, 2018, the 2016 Total Cash Rate, on and after the first calendar day of the first full month following the date of delivery to CME Credit Guarantor of the Deleveraging Condition Satisfaction Notice, shall mean the rate per annum set forth below as the 2016 Total Cash Rate, based upon Consolidated Net Leverage as of the last day of each Accounting Quarter for which a Compliance Certificate has been delivered pursuant to Section 5.01(b) (it being understood that the pricing grid set forth above in this clause (c) shall be effective at all times on and after the Second Restatement Date if the Deleveraging Condition is not satisfied on or prior to September 30, 2018 or a Deleveraging Condition Satisfaction Notice is not delivered on or prior to the date on which a Compliance Certificate is required to be delivered pursuant to Section 5.01(b) for the Accounting Quarter ended September 30, 2018):

Each change in the 2016 Applicable Rate resulting from a change in Consolidated Net Leverage shall be effective on and after the second Business Day following the date of delivery to CME Credit Guarantor of a Compliance Certificate pursuant to Section 5.01(b) indicating such change until the date immediately preceding the second Business Day following the next date of delivery of such Compliance Certificate indicating another such change.

Notwithstanding anything to the contrary, (x) prior to the Second Restatement Date, Consolidated Net Leverage will be deemed to be ≥ 8.0x (i) from the 2016 Effective Date to the date of delivery by CME of the Compliance Certificate for the Accounting Quarter ending after the 2016 Effective Date, (ii) at any time during which CME has failed to deliver a Compliance Certificate and/or the related financial statements pursuant to Section 5.01(a) , until the date on which such Compliance Certificate and/or financial statements are delivered and (iii) at any time during the existence of an Event of Default and (y) on and after March 1, 2017, Consolidated Net Leverage will be deemed to be ≥ 7.0x (i) at any time during which CME has failed to deliver a Compliance Certificate and/or the related financial statements pursuant to Section 5.01(a) , until the date on which such Compliance Certificate and/or financial statements are delivered and (ii) at any time during the existence of an Event of Default.

If (i) (x) Consolidated Net Leverage used to determine the 2016 Applicable Rate for any period is incorrect as a result of any error, misstatement or misrepresentation contained in any financial statement or Compliance Certificate delivered by CME or (y) after delivery thereof, the Deleveraging Condition Satisfaction Notice is incorrect as a result of any error, misstatement or misrepresentation contained in any financial statement or the Deleveraging Condition Satisfaction Notice delivered by CME, and (ii) in either case, as a result thereof, the 2016 Applicable Rate payable by CME BV at any time is lower than the 2016 Applicable Rate that would have been payable by CME BV had the 2016 Applicable Rate been calculated on the basis of the correct Consolidated Net Leverage and/or the correct pricing grid, then the 2016 Applicable Rate in respect of such period will be adjusted upwards automatically and retroactively and CME BV shall pay to CME Credit Guarantor such additional amounts as are necessary so that after receipt of such amounts CME Credit Guarantor receives an amount equal to the amount it would have received had the 2016 Applicable Rate been calculated during such period on the basis of the correct Consolidated Net Leverage and/or the correct pricing grid, as applicable.

The 2016 Applicable Rate is subject to increase following a Change of Control as set forth in Section 2.03(d) below and shall not subsequently vary based on Consolidated Net Leverage.

“ 2016 Cash Rate ” means the applicable rate set forth under the heading “2016 Cash Rate” in the definition of “2016 Applicable Rate”.

“ 2016 CME BV Fee Letter ” means the Upfront Fee Letter, dated as of February 19, 2016, between CME BV and Time Warner in respect of the 2016 Third Party Credit Agreement Guarantee and the 2016 Refinancing Hedge Guarantee.

“ 2016 Effective Date ” means February 19, 2016.

“ 2016 Refinancing Cash Fee Portion ” has the meaning assigned to such term in Section 2.03(c) .

“ 2016 Refinancing Cash Fee Rate ” has the meaning assigned to such term in Section 2.03(c)(i).

“ 2016 Refinancing Guarantee Fee ” has the meaning assigned to such term in Section 2.03(c) .

“ 2016 Refinancing Guarantee Fee Rate ” has the meaning assigned to such term in Section 2.03(c) .

“ 2016 Refinancing Hedge ” means one or more unsecured interest rate hedging agreements to hedge changes in the interest rate on 100% of the aggregate principal amount of the 2016 Third Party Loan under the 2016 Third Party Credit Agreement through the maturity of the 2016 Third Party Loan on April 26, 2023.

“ 2016 Refinancing Hedge Guarantee ” means those certain Guarantees entered into in connection with the 2016 Refinancing Hedge by CME Credit Guarantor, Historic TW, TBS and HBO in favor of each provider of the 2016 Refinancing Hedge.

“ 2016 Refinancing PIK Fee Portion ” has the meaning assigned to such term in Section 2.03(c) .

“ 2016 Refinancing PIK Fee Rate ” means the applicable rate set forth under the heading “2016 Refinancing PIK Fee Rate” in the definition of “2016 Applicable Rate”.

“ 2016 Third Party Credit Agreement ” means that certain Credit Agreement, dated as of February 19, 2016, as amended by the First Amendment, dated as of June 22, 2017, and the Second Amendment, dated on or around the Second Restatement Date, among CME BV, CME, CME Credit Guarantor, the lenders party thereto from time to time and BNP Paribas, as administrative agent.

“ 2016 Third Party Credit Agreement Guarantee ” means that certain Guarantee, dated as of February 19, 2016, by CME Credit Guarantor, Historic TW, TBS and HBO in favor of BNP Paribas, as administrative agent for the lenders under the 2016 Third Party Credit Agreement.

“ 2016 Third Party Loans ” means the term loans made to CME BV under the 2016 Third Party Credit Agreement.

“ 2016 Third Party Loans Purchase Price ” means the purchase price paid by CME Credit Guarantor or one of its Affiliates to purchase all outstanding 2016 Third Party Loans pursuant to Section 2.18(c) of the 2016 Third Party Credit Agreement.

“ 2016 Total Cash Rate ” has the meaning assigned to such term in the definition of “2016 Applicable Rate”.

“ 2016 Total Rate ” means the applicable rate set forth under the heading “Total Rate” in the definition of “2016 Applicable Rate”.

“ 2016 Transaction ” means (a) the execution and delivery by the parties thereto of this Agreement, the Security Documents, the Guarantee, the CME Guarantees, the 2016 Third Party Loan Agreement, the 2016 Refinancing Hedge, the amendment to the 2014 Third Party Credit Agreement, the amendment to the 2015 Third Party Credit Agreement and the amendment and restatement of the Revolving Loan Credit Agreement, (b) entering into one or more eurodollar foreign exchange contracts on or before the 2016 Effective Date in an amount approximately equal to 100% of the principal amount of the 2016 Third Party Loan, (c) the giving (or the making of arrangements therefor satisfactory to CME Credit Guarantor) of the notice of redemption within two business days of the 2016 Effective Date, relating to the redemption and discharge of the 2017 PIK Notes on or about April 8, 2016 and (d) the repayment of the Term Loan Credit Facility Agreement, the redemption of the 2017 PIK Notes and the satisfaction and discharge of the 2017 PIK Notes Indenture and the release of all applicable collateral documents and the termination of existing guarantees in connection therewith on or about April 8, 2016.

“ 2017 PIK Notes ” means the Senior Secured Notes due 2017 issued by CME under the 2017 PIK Notes Indenture.

“ 2017 PIK Notes Indenture ” means the Indenture, dated as of May 2, 2014, among CME, as issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, paying agent, transfer agent and registrar, governing the 2017 PIK Notes.

“ Accounting Quarter ” means each period commencing on the day after each Quarter Date and ending on the next Quarter Date.

“ Additional Assets ” means:

(1)    any property or assets (other than Financial Indebtedness and Capital Stock) to be used by CME or any Subsidiary of CME in a Permitted Business;

(2)    the Capital Stock of a Person that becomes a Subsidiary as a result of the acquisition of such Capital Stock by CME or a Subsidiary of CME; or

(3)    Capital Stock constituting a minority interest in any Person that at such time is a Subsidiary of CME;

provided , however , that in the case of clauses (2) and (3), such Subsidiary is primarily engaged in a Permitted Business.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent ” has the meaning assigned to such term in Section 7.17 .

“ Agreement ” has the meaning specified in the preamble hereto.

“ Annual Financial Statements ” means the financial statements for a Financial Year delivered pursuant to Section 5.01(a)(i) .

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to CME or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“ Anti-Terrorism Laws ” means any Law related to terrorism financing or money laundering, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“ USA Patriot Act ”) of 2001 (Title III of Pub. L. 107-56), The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq ., as amended) and Executive Order 13224 (effective September 24, 2001).

“ Auditors ” means Deloitte LLP for the fiscal year ending December 31, 2015 and for each fiscal year thereafter, Ernst & Young LLP or any other audit firm (x) of recognized U.S. national standing or (y) otherwise approved in advance by CME Credit Guarantor (such approval not to be unreasonably withheld or delayed).

“ Authorization ” means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration issued by a Governmental Authority.

“ Bankruptcy Law ” has the meaning assigned to such term in Section 6.01(g) .

“ BMG Cash Pooling Arrangements ” means that certain Cash Pooling Agreement, dated November 19, 2007, by and between CME BV and Bank Mendes Gans N.V., as amended, including the various accession agreements among CME BV, its Affiliates and Bank Mendes Gans N.V. relating thereto.

“ Board ” means the board of directors of CME, or any committee thereof duly authorized to act on behalf of the board of directors of CME.

“ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States.

“ Broadcasting Licenses ” means:

(a)    license no. TD/17, file no. TD/17/2010, dated January 12, 2010 (MARKIZA digital); and

(b)    license no. 001/1993, file no. R/060/93, dated February 9, 1993 (NOVA terrestrial),

in each case as amended, novated, supplemented, extended, renewed, reissued, replaced or restated.

“ Budget ” means: (a) in relation to the fiscal year ending on December 31, 2016, CME’s Business Plan; and (b) in relation to any other period, any budget delivered by CME to CME Credit Guarantor in respect of that period pursuant to Section 5.01(d) .

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which banking institutions in New York City, London, Prague, Frankfurt or Amsterdam are authorized or required by law to remain closed.

“ Capital Expenditure ” means any expenditure or obligation in respect of expenditure which, in accordance with GAAP, is treated as a capital expenditure (and including the capital element of any expenditure or obligation incurred in connection with a Finance Lease).

“ Capital Lease Limit ” has the meaning assigned to such term in Section 5.18(b)(ii) .

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the recorded amount thereof determined in accordance with GAAP.

“ Capital Stock ” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“ Cash ” means, at any time, cash in hand or at bank that is reported as cash in CME’s financial statements prepared in accordance with GAAP.

“ Cash Election ” has the meaning assigned to such term in Section 2.03(f) .

“ Cash Equivalents ” means (a) securities issued or directly and fully guaranteed or insured by the U.S. or any agency or instrumentality thereof ( provided that the full faith and credit of the U.S. is pledged in support thereof) that (i) have maturities of not more than six months from the date of acquisition thereof or (ii) are subject to a repurchase agreement with an institution described in clause (b)(i) or (ii) below exercisable within six months from the date of acquisition thereof, (b) Dollar-denominated and Euro time deposits, certificates of deposit and bankers’ acceptances of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof, from Moody’s is at least P-2 or the equivalent thereof or from Fitch is at least F-2 or the equivalent thereof (any such bank, an “ Approved Lender ”), in each case with maturities of not more than six months from the date of acquisition thereof, (c) commercial paper and variable and fixed rate notes issued by any Approved Lender or by the parent company of any Approved Lender and commercial paper, auction rate notes and variable rate notes issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s or at least F-2 or the equivalent thereof by Fitch, and in each case maturing within six months after the date of acquisition thereof, (d) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the U.S., by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (e) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition, (f) tax-exempt commercial paper of U.S. municipal, state or local governments rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s or at least F-2 or the equivalent thereof by Fitch and maturing within six months after the date of acquisition thereof, (g) shares of money market mutual or similar funds sponsored by any registered broker dealer or mutual fund distributor, (h) repurchase obligations entered into with any bank meeting the qualifications of clause (b) above or any registered broker dealer whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof or from Fitch is at least F-2 or the equivalent thereof, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the U.S. government or residential whole loan mortgages, and (i) demand deposit accounts maintained in the ordinary course of business.

“ Cashflow ” means, in respect of any Relevant Period, the consolidated cash flow from operating activities of the Group (other than as provided in Section 5.04(b)(ii)) calculated in accordance with GAAP for that Relevant Period after:

(a)    adding back the amount of any interest payments, Guarantee Fee payments and Commitment Fee payments made during that Relevant Period;

(b)    adding back the amount of any cash payments during that Relevant Period in respect of any Exceptional Items to the extent deducted in calculating cash flow from operating activities of the Group calculated in accordance with GAAP for that Relevant Period;

(c)    deducting the amount of any Capital Expenditure actually made and adding any proceeds from the sale of property, plants and equipment during that Relevant Period by any member of the Group; and

(d)    deducting, without duplication, any fees or expenses paid in relation to capital raising during that Relevant Period, including, without limitation, equity issuances, debt issuances and debt exchanges.

“ Cashflow Cover ” means as of any date of determination the ratio of Cashflow to Debt Service in respect of the most-recently ended Relevant Period.

“ Change of Control ” shall be deemed to occur upon the occurrence of any one or more of the following:

(a)    any “person” or “group” of related persons, other than one or more Permitted Holders, is or becomes the beneficial owner, directly or indirectly, of more than 35% of the total power of voting stock of CME and the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the voting stock of CME than such person or group;

(b)    the sale, lease, transfer, conveyance or other disposition (other than by way of amalgamation, merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of CME and its Subsidiaries taken as a whole to any person other than a Permitted Holder;

(c)    the first day on which a majority of the members of the Board are not Continuing Directors;

(d)    the adoption by the shareholders of CME of a plan relating to the liquidation or dissolution of CME;

(e)    the adoption by the shareholders of TV Nova of a plan relating to the liquidation or dissolution of TV Nova;

(f)    CME ceases to beneficially own, directly or indirectly, 100% of the Capital Stock of TV Nova; or

(g)    CME Credit Guarantor and any of its Affiliates collectively cease for any reason to have at least 35% of the beneficial ownership of the outstanding Capital Stock of CME.

For purposes of this definition: (a) “person” and “group” have the meanings they have in Sections 13(d) and 14(d) of the Exchange Act, except that a “person” shall also include a “group”; (b) “beneficial owner” is used as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that (i) a person shall be deemed to have “beneficial ownership” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time and (ii) with respect to clause (g), for the purposes of determining “beneficial ownership”, a person shall be deemed to have “beneficial ownership” of any shares that may be acquired by such person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the giving of notice or the passage of time, including the giving of notice or the passage of time in excess of sixty (60) days, the satisfaction of any conditions, the occurrence of any event, the lapse of any limitation or any combination of the foregoing); (c) a “person” will be deemed to beneficially own any voting stock of an entity held by a parent entity, if such person is the beneficial owner, directly or indirectly, of more than 35% of the voting power of the voting stock of such parent entity and the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the voting power of the voting stock of such parent entity; and (d) a “Continuing Director” means any member of the Board who was a member of the Board on the 2016 Effective Date or was nominated for election or was elected to the Board with the approval of Time Warner or the majority of Continuing Directors who were members of the Board at the time of such nomination or election.

“ Charges ” has the meaning assigned to such term in Section 7.12 .

“ CME ” has the meaning specified in the preamble hereto.

“ CME BV ” has the meaning specified in the preamble hereto.

“ CME Credit Guarantee ” means each of the (i) 2014 Third Party Credit Agreement Guarantee, (ii) 2014 Refinancing Hedge Guarantee, (iii) 2015 Third Party Credit Agreement Guarantee, (iv) 2015 Refinancing Hedge Guarantee, (v) 2016 Third Party Credit Agreement Guarantee and (vi) 2016 Refinancing Hedge Guarantee.

“ CME Credit Guarantor ” has the meaning specified in the preamble hereto.

“ CME Guarantee ” means each of the (i) CME BV Guarantee, dated as of February 19, 2016, by CME BV entered into in connection with 2014 Third Party Credit Agreement; (ii) CME BV Guarantee, dated as of February 19, 2016, by CME BV entered into in connection with 2015 Third Party Credit Agreement; (iii) CME Guarantee, dated as of February 19, 2016, by CME entered into in connection with 2016 Third Party Credit Agreement; and (iv) the guarantee by CME entered into in connection with the 2016 Refinancing Hedge.

“ CME NV ” means Central European Media Enterprises N.V., a company organized under the laws of the former Netherlands Antilles and existing under the laws of Curaçao.

“ CME’s Business Plan ” means the budget overview for the fiscal year ended December 31, 2016 and projections through the last Accounting Quarter in 2019 delivered to the CME Credit Guarantor on or prior to the 2016 Effective Date.

“ Collateral ” means, as applicable, that certain property and tangible and intangible assets, whether now owned or hereafter acquired, in which Security are, from time to time, purported to be granted pursuant to the Security Documents.

“ Commitment Fee ” has the meaning assigned to such term in Section 2.03(e) .

“ Commitment Letter ” means that certain Commitment Letter, dated as of the 2014 Effective Date between CME and Time Warner.

“ Compliance Certificate” means a certificate substantially in the form Exhibit B .

“ Consolidated Net Debt ” means, without duplication, at any date, an amount equal to:

(x) Consolidated Total Debt;

minus

(y) Cash and Cash Equivalents held by CME and any of its Subsidiaries on such date in an aggregate amount not to exceed (i) $100,000,000 during the period starting on the 2016 Effective Date through the end of the Accounting Quarter ending on September 30, 2017 and (ii) $75,000,000 during any period following the start of the Accounting Quarter ending on December 31, 2017, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Leverage ” means at any date of determination, the ratio of Consolidated Net Debt on the last day of the most recently-ended Relevant Period to EBITDA in respect of that Relevant Period.

“ Consolidated Total Debt ” means, without duplication, at any date, the sum for the Group (in each case owed to creditors that are not members of the Group) of:

(a)    the aggregate principal amount of the Term Loans outstanding on that date;

(b)    the aggregate principal amount of the 2017 PIK Notes, Revolving Loans, 2014 Third Party Loans, 2015 Third Party Loans and 2016 Third Party Loans, in each case outstanding on that date;

(c)    the aggregate Financial Indebtedness outstanding at that date under the Factoring Facility Agreement, to the extent it constitutes indebtedness under GAAP; and

(d)    the aggregate principal amount of any other Financial Indebtedness permitted under paragraphs (b)(i) and (b)(ii) of Section 5.18 and Permitted Financial Indebtedness, in each case outstanding on that date but excluding any marking to market of Treasury Transactions.

“ Consolidated Total Debt Target ” means, as of any determination date, an amount in Euros equal to:

(a)    the sum of the indebtedness set out in clause (b) of the defined term Consolidated Total Debt and Permitted Refinancing Indebtedness in respect of such indebtedness, in each case of CME and the Group as at such date, plus

(b)    the amount applied on or prior to such date to the repayment of any Revolving Loans pursuant to Section 5.24, the 2014 Third Party Loans, the 2015 Third Party Loans and/or the 2016 Third Party Loans by CME or its Subsidiaries from (x) proceeds received from the exercise of CME warrants held by CME Credit Guarantor or its Subsidiaries or Net Insurance/Condemnation Proceeds and/or (y) consolidated cash flow from operating activities of the Group, minus

(c)    the amount applied on or prior to such date to the repayment of accrued Guarantee Fees and/or Commitment Fees pursuant to Section 5.24, other than any such repayment from proceeds received from the exercise of CME warrants held by CME Credit Guarantor or its Subsidiaries or Net Insurance/Condemnation Proceeds.

“ Consolidated Total Leverage ” means at any date of determination, the ratio of Consolidated Total Debt on the last day of the most recently-ended Relevant Period to EBITDA in respect of that Relevant Period.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Curacao Pledge Agreement ” means that certain Pledge Agreement on Shares in Central European Media Enterprises N.V., dated on or prior to February 19, 2016, among CME, as pledgor, CME Credit Guarantor, as pledgee, and CME NV, as the company, substantially in the form of attached Exhibit C or any other form approved by CME Credit Guarantor.

“ Debt Service ” means, in respect of any Relevant Period, the aggregate for the Group of:

(a)    Finance Charges for that Relevant Period;

(b)    any cash dividends or distributions made during that Relevant Period by a member of the Group to any Person not a member of the Group;

(c)    the aggregate of all scheduled and mandatory (but not voluntary) repayments of Group Borrowings falling due during that Relevant Period but excluding:

(i)    any amounts prepaid or falling due under any overdraft facility or the Revolving Loan Credit Agreement which are not accompanied by a commitment reduction and are available for simultaneous redrawing according to the terms of such overdraft facility or the Revolving Loan Credit Agreement;

(ii)    any prepayment of the Term Loans, 2017 PIK Notes, 2014 Third Party Loans, 2015 Third Party Loans or 2016 Third Party Loans, in each case which is required to be made under the terms of this Agreement; and

(iii)    any repayment made to refinance a Group Borrowing in an amount not to exceed the amount so refinanced (including principal and premium but excluding accrued interest thereon or any fees incurred in connection with such refinancing); and

(d)    the amount of the capital element of any payments in respect of that Relevant Period payable under any Finance Lease entered into by a member of the Group;

in each case so that no amount shall be added (or deducted) more than once.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Deleveraging Condition ” means that the Consolidated Total Debt Target is less than €815,000,000.

“ Deleveraging Condition Satisfaction Notice ” has the meaning assigned to such term in the definition of “ 2014/2015 Applicable Rate ”.

“ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(a)    matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(b)    is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of CME or any of its Subsidiaries); or

(c)    is redeemable at the option of the holder of the Capital Stock thereof, in whole or in part, in each case on or prior to the date that is 91 days after February 19, 2021; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock.

“ Dollars ”, “ $ ” or “ US$ ” refers to the lawful money of the United States of America.

“ Dutch Pledge Agreement ” means that certain Deed of Pledge of Shares in CME Media Enterprises B.V., dated as of February 19, 2016, among CME BV, as the company, CME Credit Guarantor, as pledgee, and CME NV, as pledgor, substantially in the form of attached Exhibit D or any other form approved by CME Credit Guarantor.

“ EBITDA ” means, in respect of any Relevant Period, the consolidated operating profit/(loss) of the Group calculated in accordance with GAAP:

(a)    after adding back any amount attributable to amortization or depreciation expenses;

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profit/(loss) of the Group.

“ Effective Date ” means each of the 2014 Effective Date, 2015 Effective Date and 2016 Effective Date.

“ Election ” has the meaning assigned to such term in Section 2.03(f) .

“ Environmental Law ” means any statutory or common law, treaty, convention, directive or regulation having legal or judicial effect whether of a criminal or civil nature, concerning the environment, the preservation or reclamation of natural resources, or the management, release or threatened release of any Hazardous Materials or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of CME or any of its Subsidiaries directly or indirectly resulting from or based upon (a) a violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) the exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Equity Transaction ” means, with respect to CME or any of its Subsidiaries, any issuance or sale by CME or such Subsidiary of shares of its Equity Interests, other than an issuance (a) that constitutes a Permitted Share Issue, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement or (d) in connection with the exercise of warrants of CME not held by Time Warner or its Subsidiaries.

“ Euro ” and “ € ” means the single currency of Participating Member States introduced in accordance with the provision of Article 123 of the Treaty and, in respect of all payments to be made under this Agreement in Euro, means immediately available, freely transferable funds in such currency.

“ Event of Default ” has the meaning assigned to such term in Article VI .

“ Exceptional Items ” means any material items of an unusual or non-recurring nature with respect to gains or losses of the Group arising on:

(a)    the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;

(b)    disposals or impairment of non-current assets (excluding programming impairments); or

(c)    any other item excluded from OIBDA in CME’s filings with the SEC.

“ Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC promulgated thereunder, all as the same may be amended and shall be in effect from time to time.

“ Factoring Facility Agreement ” means the framework factoring agreement ( ramcova faktoringova smlouva ) between Factoring Ceské sporitelny, a.s. and TV Nova, dated March 24, 2003, pursuant to which individual agreements on assignment of receivables are entered into between Factoring Ceské sporitelny a.s. as assignee and TV Nova as assignor.

“ Fee Payment Date ” means (i) for any payment or accrual in respect of the 2014 Refinancing Guarantee Fee, 2015 Refinancing Guarantee Fee and the Commitment fee, each May 1 and November 1 and (ii) for any payment or accrual in respect of the 2016 Refinancing Guarantee Fee, each June 1 and December 1.

“ Finance Charges ” means, for any Relevant Period, the aggregate amount of the accrued interest, commissions, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Group Borrowings, including net realized gains or losses on any related derivative instruments, whether paid, payable or capitalized by any member of the Group in respect of that Relevant Period:

(a)    excluding any upfront fees or costs which are included as part of effective interest rate adjustments;