CENTRAL EUROPEAN MEDIA ENTERPRISES LTD (Form: 10-Q, Received: 07/28/2010 08:06:47)

24 MAY 2010

CME INVESTMENTS B.V.

and

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

and

ADRIAN SARBU

SALE AND PURCHASE AGREEMENT

IN RESPECT OF

PRO TV S.A., MEDIA PRO INTERNATIONAL S.A. AND MEDIA VISION S.R.L.

TABLE OF CONTENTS

		PAGE

1.	DEFINITIONS AND INTERPRETATION	3
2.	TRANSACTION AND PURCHASE CONSIDERATION	7
3.	TRANSFER RESTRICTION AND COVENANT IN RESPECT OF CONSIDERATION SHARES	7
4.	CLOSING	8
5.	WARRANTIES	9
6.	SELLER UNDERTAKINGS AND POST-CLOSING COVENANTS	10
7.	TERMINATION	10
8.	INDEMNITY	11
9.	NOTICES	11
10.	ENTIRE AGREEMENT	12
11.	THIRD PARTY RIGHTS	12
12.	AMENDMENTS	13
13.	COSTS AND EXPENSES	13
14.	SET-OFF AND GROSS-UP	13
15.	ASSIGNMENT	13
16.	CONFIDENTIALITY	13
17.	ANNOUNCEMENTS	14
18.	SEVERABILITY	14
19.	FURTHER ASSURANCE	14
20.	WAIVERS	14
21.	COUNTERPARTS	15
22.	GOVERNING LAW AND JURISDICTION	15
23.	DISPUTE RESOLUTION	15

SCHEDULE 1 WARRANTIES		17

THIS AGREEMENT (this " Agreement ") is made on 24 May 2010

BETWEEN:

(1)	CME INVESTMENTS B.V. , a company organised under the laws of the Netherlands, registered under number 33289326 with the Trade Register and having its registered office at Dam 5B, Amsterdam JS 1012, the Netherlands (the " Purchaser ");

(2)	CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. , a company organised under the laws of Bermuda, having its registered office at Mintflower Place, 4 th Floor, 8 Par-La-Ville Rd., Hamilton, Bermuda (" CME Ltd. "); and

(3)	ADRIAN SARBU , of 4A Modrogan Street, Sc. A, Et. 5, Apt. 15, Section 1, Bucharest, Romania (the " Seller ").

WHEREAS:

(A)	The Seller is the registered holder of:

(i)

1,731 nominal shares in PRO TV (as such term is defined below) which represents an approximate 4.9457% interest in PRO TV;

(ii)

166,099 nominal shares in Media Pro International (as such term is defined below) which represents an approximate 4.99997% interest in Media Pro International; and

(iii)

50 nominal shares in Media Vision (as such term is defined below) which represents an approximate 5.0% interest in Media Vision.

(B)	The Purchaser is the registered holder of:

(i)

33,269 nominal shares which represents an approximate 95.0543% interest in PRO TV;

(ii)

3,155,901 nominal shares in Media Pro International (as such term is defined below) which represents an approximate 95.00003% interest in Media Pro International; and

(iii)

950 nominal shares in Media Vision (as such term is defined below) which represents an approximate 95.0% interest in Media Vision.

(C)	The Seller wishes to sell and the Purchaser wishes to acquire the Sale Securities in consideration of the Purchase Consideration (as each term is defined below), subject to the terms and conditions contained herein.

IT IS AGREED as follows:

1.	Definitions and Interpretation

1.1	The following definitions apply in this Agreement:

" Affiliate "

of a person means any person that directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such person provided that , for the avoidance of doubt, neither the Purchaser nor CME Ltd. shall be considered an affiliate of the Seller for the purposes of this Agreement;

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

" Cash Consideration "		has the meaning set forth in Clause 2.2.1;

" Claim "		means any claims, rights, actions or proceedings of any nature, contingent or actual, known or unknown, including any appeals in such proceedings, whether asserted or not, which a person has, could have had, or in the future could have against any person or any of its subsidiaries or Affiliates or current or former shareholders, relating in any way to the assets, ownership structure or other affairs of such person or any of its subsidiaries or current or former shareholders and Affiliates;

" Closing "		means the completion of the sale and purchase of the Sale Securities as described in Clause 3;

" Closing Date "		means the date hereof;

" CME Common Shares "		means the Class A Common Shares and the Class B Common Shares in the capital of CME Ltd.;

" Consideration Shares "		has the meaning set forth in Clause 2.2.2;

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

" Encumbrances "		means any Claim, charge, mortgage, pledge, security, lien, option, equity, power of sale, hypothecation or other third party right, retention of title, right of pre-emption, right to acquire, right of first refusal or security interest of any kind;

" Existing Dispute "		has the meaning set forth in Clause 23.3;

" Governmental Authority "		means any supranational, national, provincial, municipal or other court, arbitral tribunal, administrative agency or commission or other governmental administrative or regulatory body, authority, agency or instrumentality;

" Indemnified Party "	has the meaning set forth in Clause 8.2;

" Indemnity Claim "	means any claim by the Purchaser Protected Party pursuant to the indemnities in Clause 8;

“Intellectual Property Rights”	means all copyright, trade marks, design rights, rights to use the “Pro TV” and “Pro FM” names and domain names (whether registered or unregistered), proprietary information rights and all similar proprietary rights, including any good-will, owned or controlled by or associated with the Seller as may exist anywhere in the world in relation to the “Pro TV” and “Pro FM” business names.

" Losses "	has the meaning set forth in Clause 8.1;

" Media Pro International "	means Media Pro International S.A., a company organised under the laws of Romania, registered under number J40/9244/1995 and having its registered office at 109 Pache Protopopescu Boulevard, district 2, Bucharest, Romania;

" Media Vision "	means Media Vision S.R.L., a company organised under the laws of Romania, registered under number J40/9746/1995 and having its registered office at 109 Pache Protopopescu Boulevard, district 2, Bucharest, Romania;

" Party " or " Parties "	means a party and collectively the parties to this Agreement, provided that , references to "Party" or "Parties" shall only include CME Ltd. when the term is used in Clauses 6.1, 7, 8, 9 to 23 (inclusive) and Schedule 1;

" PRO TV "	means PRO TV S.A., a company organised under the laws of Romania, registered under number J40/24578/1992 CUI 2835636 and having its registered office at 109 Pache Protopopescu Boulevard, district 2, Bucharest, Romania;

" Transfer Agreements "	means the share purchase agreements in respect of the transfer of the Sale Securities of PRO TV, Media Pro International and Media Vision between the Seller and the Purchaser to be entered into on the Closing Date;

" Purchase Consideration "	means the Cash Consideration and the Consideration Shares;

" Purchaser Protected Parties "	has the meaning set forth in Clause 8.1;

" Put Option Agreement "	has the meaning set forth in Clause 2.4;

" Related Dispute "	has the meaning set forth in Clause 23.3;

" Sale Securities "	means:

	(i)	the 1,731 nominal shares in PRO TV currently owned by the Seller;

	(ii)	the 166,099 nominal shares in Media Pro International currently owned by the Seller; and

	(iii)	the 50 nominal shares in Media Vision currently owned by the Seller;

" Securities Act "		means the United States Securities Act of 1933;

" Target Companies "		means PRO TV, Media Pro International and Media Vision;

" Third Party Claim "		means any Claim against any Purchaser Protected Party by any person other than a party to this Agreement;

" Transaction Documents "		means this Agreement and all other documents entered into pursuant to or in connection with the foregoing;

" US Dollars " or " US$ "		means the official currency for the time being of the United States of America;

" Warranties "		means the warranties contained in Schedule 1 and each statement identified as a warranty in any other Transaction Document; and

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

1.2	In construing this Agreement, unless otherwise specified:

1.2.1

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

1.2.2

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

1.2.3

words in the singular include the plural and in the plural include the singular, and a reference to one gender includes a reference to the other gender;

1.2.4

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

1.2.5

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

1.2.6

references to time are to Greenwich Mean Time;

1.2.7

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

1.2.8

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

1.2.9

references to documents being in writing shall not include e-mail;

1.2.10

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

1.2.11

the words " include ", " includes ", " including " and " in particular " shall be deemed in each case to be followed by the words " without limitation "; and

1.2.12

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

1.3	The Schedules form an integral part of this Agreement and any reference to this Agreement shall include the Schedules.

2.	Transaction and Purchase Consideration

2.1

Subject to the terms and conditions herein, the Seller agrees to sell, and the Purchaser (relying on, amongst other things, the Warranties and undertakings of the Seller) agrees to purchase, the Sale Securities with full title guarantee free from all Encumbrances and together with all rights and entitlements now or hereafter attaching thereto.

2.2	The consideration for the purchase by the Purchaser of the Sale Securities (the " Purchase Consideration ") shall be apportioned as follows:

2.2.1

the payment of six million one hundred eighty seven thousand three hundred and thirty four US Dollars (US$6,187,334) in cash to the Seller (the " Cash Consideration "); and

2.2.2

the issuance to the Seller of eight hundred thousand (800,000) Class A Common Shares in CME Ltd. (the " Consideration Shares ").

2.3	On Closing:

2.3.1

the Cash Consideration shall be paid by the Purchaser or any of its Affiliates in immediately available funds to the account of the Seller that has been notified to the Purchaser prior to the date of this Agreement; and

2.3.2

CME Ltd. shall issue the Consideration Shares to the Seller, which shall constitute full performance by the Purchaser of its obligations to cause the delivery of the Consideration Shares.

2.4

The Parties acknowledge that none of the Sale Securities are being sold pursuant to that certain put option agreement dated 30 July 2004 (as amended) by and among the Seller, Rootland Trading Limited and the Purchaser in respect of the PRO TV shares or that certain put option agreement dated 30 July 2004 (as amended) by and among the Seller, Rootland Trading Limited and the Purchaser in respect of the Media Pro International Shares (collectively, the " Put Option Agreements "). The Parties further acknowledge and agree that they shall take all necessary actions to terminate the rights and obligations of the parties to the Put Option Agreements.

2.5

On Closing the Seller hereby (i) waives any and all of its rights, title and interests in and to the business names “Pro TV” and “Pro FM” or any other similar business names or any derivations thereof, and (ii) exclusively assigns with full title and interest to the Purchaser any and all Intellectual Property Rights, with respect to all the products and services to which the Intellectual Property Rights apply, in any territory in which the Intellectual Property Rights shall have the benefit of any protection or be subject to any rights and for the entire terms of protection of such rights, including but not limited to any such rights, title and interests or Intellectual Property Rights pursuant to the Cooperation Agreement among CME Media Enterprises B.V., Mr. Ion Tiriac and Seller dated August 14, 1995.

3.	Transfer Restriction and Covenant in Respect of Consideration Shares

3.1

Except as provided in this Clause 3, the Seller acknowledges that none of the Consideration Shares has been, or is being, registered under Securities Act, and the Consideration Shares may not be sold, offered for sale, assigned or otherwise transferred unless subsequently registered thereunder or pursuant to an exemption from registration specified in an opinion of counsel satisfactory to CME Ltd.; provided that the Seller may transfer the Consideration Shares to an affiliate (as such term is defined under the Securities Act) with the prior written consent of CME Ltd.; provided further that the Seller shall notify CME Ltd. in advance of any pledge of the Consideration Shares pursuant to a bona-fide non-transferable pledge to an unaffiliated third-party .

3.2

All sales, transfers and assignments of CME Common Shares by the Seller or his Affiliates shall be made in accordance with CME Ltd.'s then current Insider Trading Policy and applicable trading windows. The provisions of this Clause 3 shall be binding upon any transferees of the Consideration Shares pursuant to any sale, transfer, assignment or pledge hereunder not previously registered under the Securities Act or sold in accordance with this Clause 3.

3.3	Until such time as the Consideration Shares shall have been registered under the Securities Act or sold in accordance with this Clause 3, the Consideration Shares shall bear a restrictive legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY. FURTHERMORE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN THE SALE AND PURCHASE AGREEMENT BETWEEN THE COMPANY, CME INVESTMENTS B.V. AND MR. ADRIAN SARBU DATED AS OF MAY 24, 2010. ANY TRANSFER OR PLEDGE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT CONTRAVENES SUCH RESTRICTIONS SHALL BE NULL AND VOID.

3.4

The legend set forth in Clause 3.3 shall be removed and CME Ltd. shall issue a certificate without such legend to the holder of any Consideration Share upon which it is stamped if such Consideration Share is registered for sale under an effective registration statement filed under the Securities Act or if such Consideration Share is proposed to be sold pursuant to an exemption from registration as provided in this Agreement and CME Ltd. receives an opinion of counsel with respect to compliance with such exemption.

3.5	The Seller shall sell all Consideration Shares including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

3.6	CME Ltd. currently meets, and shall take commercially reasonable steps to continue to meet, the "registrant eligibility" requirements set forth in the general instructions to Form S-3 applicable to both "primary" and "resale" registrations on Form S-3.

3.7

CME Ltd. shall, to the extent required by the NASDAQ Global Select Market, promptly secure the listing of the Consideration Shares upon the NASDAQ Global Select Market, and each other national securities exchange or automated quotation system, if any, upon which shares of CME Common Shares are then listed (subject to official notice of issuance).

Closing

4.1	The Closing shall take place on the Closing Date at 52 Charles Street, London, W1J 5EU, United Kingdom or at such other location as agreed by the Parties.

4.2

All deliveries of documents and actions contemplated by this Clause 4 to take place at Closing shall be deemed to have taken place simultaneously as part of a single transaction, none of which shall be considered to have taken place unless and until all such actions shall have taken place, provided that the Purchaser or CME Ltd. shall have no obligation to pay or effect any of the Purchase Consideration until all of the actions of the Seller set out in Clause 4.3 have been satisfied.

4.3	On the Closing Date, the Seller shall deliver or shall procure the delivery to the Purchaser of:

4.3.1

the Transfer Agreements, duly executed and completed by the Seller in favour of the Purchaser (or in favour of any Affiliate of the Purchaser as the Purchaser shall direct in writing to the applicable Seller in respect of some or all of the Sale Securities);

4.3.2

copies of the resolutions of the shareholders of PRO TV, Media Pro International and Media Vision and all other necessary authorisations, waivers and consents in respect of the sale of the Sale Securities; and

4.3.3

any and all documents, duly executed and completed, required to evidence the removal of any and all Encumbrances over the Sale Securities.

4.4	On the Closing Date, subject to compliance with Clause 4.3 by the Seller, the Purchaser shall, or shall procure that an Affiliate of the Purchaser shall:

4.4.1

pay the Cash Consideration; and

4.4.2

deliver (unless delivery in accordance with the aforementioned written notice is contrary to any applicable law, regulation or direction of any relevant stock exchange or regulator, in which case the delivery shall be in accordance with such law, regulation or direction and where there is discretion that could be exercised, such discretion to be exercised only by the Purchaser and CME Ltd.) a certificate representing eight hundred thousand (800,000) Class A Common Shares, evidencing the number of shares in CME Ltd. issued to the Seller, registered in the Seller's name.

4.5	If Closing does not take place by 5:00 p.m. London time on the Closing Date because the Seller fails to comply with any of his obligations under this Clause 4, the Purchaser may, in its sole discretion, by written notice to the Seller:

4.5.1

postpone Closing to a later date; or

4.5.2

terminate this Agreement, in which case the provisions of Clause 7.2 and 7.3 shall apply.

5.	Warranties

5.1	The Seller warrants to the Purchaser and CME Ltd. that each statement:

5.1.1

contained in Part A(1) of Schedule 1 is true and accurate in every respect and not misleading as of the date hereof; and

5.1.2

contained in Part B of Schedule 1 is true and correct in every respect and not misleading as of the date hereof.

5.2	The Purchaser and CME Ltd. severally warrant to the Seller that each statement applicable to it contained in Part A(2) of Schedule 1 is true and accurate in every respect and not misleading as of the date hereof.

5.3	CME Ltd. warrants to the Seller that each statement applicable to it contained in Part C of Schedule 1 is true and accurate in every respect and not misleading as of the date hereof.

5.4

CME LTD. HEREBY EXPRESSLY DISCLAIMS ALL LIABILITIES AND RESPONSIBILITIES FOR ANY WARRANTY NOT EXPRESSLY APPLICABLE TO IT AND INCLUDED IN PART A(2) AND PART C SCHEDULE 1, AS WELL AS ANY STATEMENT OR INFORMATION THAT WAS MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLER OR ANY OF HIS AFFILATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE SELLER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF CME LTD. OR AN AFFILIATE THEREOF) AND NONE OF CME LTD., ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATIONS IN CONNECTION THEREWITH.

6.	Seller Undertakings and Post-Closing Covenant s

6.1

The Parties acknowledge that the Purchaser and the other Affiliates of CME Ltd. are subsidiaries of a U.S. reporting company and as such will be required to comply with certain U.S. securities, anti-money laundering, anti-corruption and other applicable laws. In particular, the Parties acknowledge and the Seller and his Affiliates agree that the Seller and his Affiliate will not use or offer to use, directly or indirectly, any of the Purchase Consideration or any other funds for any unlawful contribution, gift, entertainment or other unlawful payment to any foreign or domestic government official or employee, or any political party, party official, political candidate or official of any public international organisation in violation of any applicable law, including, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended.

6.2

The Seller undertakes to the Purchaser and CME Ltd. not to make or pursue any claim against the Target Companies or any of their directors, officers, employees, agents or Affiliates in connection with assisting the Seller in giving any Warranties and/or entering into this Agreement or any documents entered into pursuant to this Agreement.

7.	Termination

7.1	This Agreement may be terminated (i) at any time by mutual written consent of the Parties or (ii) by the Purchaser pursuant to Clause 4.5.2.

7.2	Clauses 5 and 8 to 23 (inclusive) and Schedule 1 shall survive any termination of this Agreement.

7.3

Each Party's further rights and obligations under this Agreement shall cease immediately on termination of this Agreement, but termination shall not affect a Party's rights and obligations which have accrued prior to the date of termination or rights and obligations under any of the surviving provisions set out in Clause 7.2.

Indemnity

8.1

The Seller shall indemnify and keep indemnified the Purchaser, CME Ltd. and their Affiliates and subsidiaries, and their respective representatives, officers, directors, shareholders and Controlling persons (the " Purchaser Protected Parties ") from and against all costs, Claims, demands, damages, expenses, penalties, fines, liabilities, losses and diminution in value (including the fees and expenses of investigation and counsel), whether or not involving a Third Party Claim, (collectively, " Losses ") whatsoever arising out of or in connection with:

8.1.1

any false, incorrect or misleading Warranty made by the Seller;

8.1.2

any breach or non-fulfilment of any covenant or undertaking in this Agreement by the Seller; and

8.1.3

any and all liability whatsoever, however imposed, whether paid by the Purchaser, CME Ltd. or their Affiliates in respect of any fraudulent or criminal act or omission by the Seller or any of his Affiliates in respect of their ownership interest in the Target Companies.

8.2	Any Claim under Clause 8.1 shall be asserted by written notice from the Purchaser Protected Party asserting such Claim (the " Indemnified Party ") to the Party from whom indemnification is sought.

8.3	The notice referred to in Clause 8.2 shall include information regarding the nature and basis for the Indemnity Claim and the amount of Losses demanded (estimating, to the extent reasonably practicable, the Indemnified Party's calculation of the Losses thereby suffered by it).

Notices

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

9.1.1

on receipt, when delivered personally;

9.1.2

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

9.1.3

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

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

if to the Purchaser :	if to CME Ltd. :

CME Investments B.V.	Central European Media Enterprises Ltd.
Dam 5b	c/o CME Development Corporation
Amsterdam JS 1012	52 Charles Street
The Netherlands	London W1J 5EU
	United Kingdom
Attn: Director	Attn: General Counsel

Tel.: +31 20 626 8867	Tel.: +44 207 127 5834
Facsimile: +31 20 423 1401	Facsimile: +44 207 127 5801

with a copy to:	if to the Seller:
Central European Media Enterprises Ltd.
c/o CME Development Corporation	Adrian Sarbu
52 Charles Street	4A Modrogan Street, Sc. A, Et. 5, Apt. 15,
London W1J 5EU	Section 1, Bucharest
United Kingdom	Romania
Attn: General Counsel

Tel.: +44 207 127 5834	Tel.: +40 031 8250 301
Facsimile: +44 207 127 5801	Facsimile: +40 031 8250 4000

or such other address as such Party may notify to the other Parties in writing from time to time in accordance with the requirements of this Clause, such notice to be effective five (5) Business Days after the date of such notice or following such longer period as may be set out in such notice.

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

10.	Entire Agreement

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

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

10.3	Nothing in this Clause operates to limit or exclude any liability for fraud or wilful misconduct.

11.	Third Party Rights

11.1	Subject to Clause 8, no person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce a term of this Agreement.

11.2	The Purchaser Protected Parties shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce Clause 8 and any other relevant Clause necessary for the enforcement of the indemnities therein.

12.	Amendments

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

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

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

13.	Costs and Expenses

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

14.	Set-off and Gross-up

14.1	A payment made under this Agreement by one Party to the other shall be made free of any right of counterclaim or set-off and without deduction or withholding of any kind, other than any deduction or withholding required by law.

14.2

If a Party is required by law to make a deduction or withholding, it shall, at the same time as the payment which is the subject of the deduction or withholding payable under this Agreement, pay to the other Party such additional amount as shall be required to ensure that the net amount received by the other Party under this Agreement will equal the full amount which would have been received by it had no such deduction or withholding been required to be made.

15.	Assignment

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

16.	Confidentiality

16.1

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

16.2	Notwithstanding the provisions of Clause 16.1, any Party may make an announcement or disclosure concerning this Agreement:

(i)

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

(ii)

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

16.3	The restrictions contained in this Clause shall continue to apply for a period of two (2) years following the expiration or termination of this Agreement.

17.	Announcements

17.1

Subject to Clause 17.2, no Party shall make or issue a public announcement, communication or circular concerning the sale or purchase of the Sale Securities or any related or ancillary matter unless it has first obtained the other Parties' written consent, which may not be unreasonably withheld or delayed.

17.2

Clause 17.1 does not apply to a public announcement, communication or circular required by law or by a rule or regulation of a listing authority, a stock exchange or a Governmental Authority to which the relevant Party is subject, provided that the public announcement, communication or circular shall so far as is practicable be made after consultation with the other Parties and after taking into account the reasonable requirements of the other Parties as to its timing, content and manner of making or despatch.

18.	Severability

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

19.	Further Assurance

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

20.

Waivers

No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver of that right, power or privilege and no single or partial exercise by a Party of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

21.	Counterparts

This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each Party had signed the same document, provided that each Party executes at least one (1) counterpart.

22.	Governing Law and Jurisdiction

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

23.	Dispute Resolution

23.1

Any disputes, claims or controversy arising out of or related to this Agreement, including any question as to its formation, validity, interpretation or termination, which cannot be resolved by negotiations between the Parties shall be settled by arbitration on an ad hoc basis in accordance with the Rules of the London Court of International Arbitration, which are deemed to be incorporated by reference into this Clause, except to the extent modified by this Clause. The tribunal shall consist of three (3) arbitrators. The Purchaser or CME Ltd. (as applicable) and the Seller shall each nominate one (1) arbitrator and the third (3 rd ) arbitrator shall be appointed by the two (2) arbitrators nominated by the Parties. Either of the Purchaser or CME Ltd. (as applicable) or the Seller shall have the right to initiate the proceedings.

23.2

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

23.3

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

23.4

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

[ Signature page follows ]

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

SIGNED	)
for and on behalf of	)
CME INVESTMENTS B.V.	)	__/s/ David Sturgeon_____________
	)
	)
	)
	)
	)
	)

SIGNED	)
for and on behalf of	)
CENTRAL EUROPEAN MEDIA	)	__/s/ David Sach________________
ENTERPRISES LTD.	)
	)
	)
	)
	)
	)

SIGNED	)
by ADRIAN SARBU	)	__/s/ Adrian Sarbu________________
	)
	)
	)

SCHEDULE 1

WARRANTIES

Part A(1). Seller's Authority and Capacity

The Seller warrants to the Purchaser that as of the date hereof:

1.1	he has the full power and authority to enter into and perform his obligations under this Agreement and the Transaction Documents to which he is a party and to consummate or cause to be consummated the transactions contemplated hereby and thereby;

1.2

his execution, delivery and performance of this Agreement and the other Transaction Documents to which he or his Affiliates are a party and the consummation of the sale and purchase of the Sale Securities will not violate any provision of and will not result in the breach or in the acceleration of the terms of:

(i)

any applicable law, rule or regulation of any court or Governmental Authority to which the Seller or any of his Affiliates or the Target Companies may be subject or any provision of such Affiliates' or the Target Companies' constitutional documents; and

(ii)

any contract, indenture, agreement or commitment to which the Seller or his Affiliates or the Target Companies are a party or are bound or by which any of such Affiliates or Target Companies or their material assets are affected;

1.3	the execution, delivery and performance of this Agreement and the consummation of the sale and purchase of the Sale Securities will not require the consent of any Governmental Authority or other third party;

1.4	upon being executed by the Parties, this Agreement and other documents referred to in it will constitute legal, valid and binding obligations of him enforceable against him in accordance with its terms; and

1.5	the person(s) signing this Agreement on behalf of the Seller (if applicable) is/are legally authorised to do so.

Part A(2). Purchaser and CME Ltd. Authority and Capacity

The Purchaser and CME Ltd. severally warrant to the Seller that as of the date hereof:

1.1	it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

1.2	it has the full power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and to consummate or cause to be consummated the transactions contemplated hereby and thereby;

1.3

its execution, delivery and performance of this Agreement or the other Transaction Documents to which it or one of its Affiliates is a party and the consummation of the sale and purchase of the Sale Securities will not violate any provision of and will not result in the breach or in the acceleration of the terms of:

(i)

any applicable law, rule or regulation of any court or Governmental Authority applicable to which it or any of its Affiliates may be subject or any provision of its or their constitutional documents; and

(ii)

any contract, indenture, agreement or commitment to which it or any of its Affiliates is a party or is bound or by which any of its or their material assets are affected;

1.4	its execution, delivery and performance of this Agreement and the consummation of the sale and purchase of the Sale Securities will not require the consent of any Governmental Authority or other third party;

1.5	upon being executed by the Parties, this Agreement and other documents referred to in it will constitute legal, valid and binding obligations of it in accordance with laws of its jurisdiction of incorporation, enforceable against it in accordance with its terms; and

1.6	the person(s) signing this Agreement on behalf of it is/are legally authorised to do so.

Part B. Seller's General Warranties

The Seller warrants to the Purchaser and CME Ltd. that as of the date hereof:

1.	Sale Securities and Title to Sale Securities

1.1	he has the exclusive and unrestricted right to sell the Sale Securities to the Purchaser on the terms of this Agreement;

1.2	the Sale Securities are free from all Encumbrances and there is no agreement or commitment to give or create any Encumbrance over or in respect of the Sale Securities;

1.3	each of the Sale Securities are fully paid and have full voting rights and entitlement to the dividends of the Target Companies, and there are no reasons why such voting rights thereon would be suspended or the entitlement to dividends lost;

1.4	the Seller has waived his pre-emption rights originating from the corporate documents and/or the applicable law with respect to the transfer of the Sale Securities to the Purchaser;

1.5	none of the rights to any of the Sale Securities may be exercised by any person, other than the Seller as owner of the Sale Securities, by means of a power of attorney, usufruct or otherwise, or are subject to any restriction or to any actual or threatened litigation;

1.6	all taxes in relation to Sale Securities have been paid duly, timely and in full and there are no claims or amounts which are due to any Governmental Authority or other person in relation with any such participations;

1.7	the Sale Securities comprise:

(i)

approximately 4.9457% of the allotted and issued capital of PRO TV;

(ii)

approximately 4.99997% of the allotted and issued capital of Media Pro International;

(iii)

approximately 5.0% of the allotted and issued capital of Media Vision,

and each of the Sale Securities has been properly and validly allotted and issued and is fully paid;

2.	Compliance with Laws

2.1	the Seller has complied with the provisions of applicable law and all returns, particulars, resolutions and other documents required under applicable law to be delivered on behalf of the Seller to any Governmental Authority have been properly made and delivered in due time;

2.2

the Seller has complied with all regulatory requirements in each jurisdiction in which he and his Affiliates conduct their business including any anti-money laundering regulations, and no cash or property that the Seller has paid or will pay to the Purchaser or the Target Companies has been derived from any activity that is deemed criminal under any applicable law and no such payment shall cause the Purchaser or its Affiliates to be in violation of any anti-money laundering regulations;

2.3

since January 1, 2000, neither the Seller nor any of his agents or other person authorised to act on his behalf has used or promised to use, directly or indirectly, any funds for any unlawful contribution, gift, entertainment or other unlawful payment to any foreign or domestic government official or employee, or any political party, party official, political candidate or official of any public international organization;

2.4	neither the Seller nor any of his agents or other person authorised to act on his behalf is a foreign or domestic government official or employee.

3.	Accredited Investor

3.1

he (i) is experienced, knowledgeable and skilful in evaluating and in making investments of the kind contemplated by this Agreement; (ii) is able, by reason of business and financial experience, to protect his own interests in connection with the transactions contemplated by this Agreement; (iii) is able to afford the entire loss of his investment in the Consideration Shares and has adequate means for providing for his current needs and contingencies; (iv) has no need for liquidity with respect to the Consideration Shares; (v) is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act; and (vi) is not a broker-dealer or an affiliate of a broker-dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended;

4.	No Public Distribution

4.1	he is acquiring the Consideration Shares for his own account, for investment purposes only, and not with a view to, or for resale in connection with, the public sale or distribution thereof;

5.	No Registration; Restriction on Shares

5.1

he understands that he may not sell, offer for sale, assign or otherwise transfer the Consideration Shares other than pursuant to an effective registration statement under the Securities Act or in accordance with the restrictions imposed on the transfer of the Consideration Shares, including, without limitation, any restrictions contained in this Agreement;

6.	Accuracy of Warranties

6.1

he understands that the Consideration Shares are being offered and sold to him in reliance upon exemptions from the registration requirements of the United States federal securities laws provided by Regulation D of the Securities Act and/or Section 4(2) of the Securities Act and that CME Ltd. and the Purchaser are relying upon the truth and accuracy of his warranties contained in this Schedule 1 and his compliance therewith in order to determine the availability of such exemptions and the eligibility of him to acquire the Consideration Shares;

7.	Financial Information

7.1

he (i) has been provided with and has reviewed all requested information concerning the business of CME Ltd., including, without limitation, CME Ltd.'s audited financial statements for the fiscal year ended 31 December 2009, CME Ltd.'s unaudited financial statements for the three months ended 31 March 2009, and any periodic report filed by CME Ltd. with the United States Securities and Exchange Commission since 5 May 2010 and (ii) has been given the opportunity to conduct a due diligence review of CME Ltd. concerning the terms and conditions of all matters pertaining to an investment in the Consideration Shares and has had all requested access to the management of CME Ltd. and the opportunity to ask questions of the management of CME Ltd.;

Brokers

8.1	he has not employed, engaged or retained, or otherwise incurred any liability to, any person as a broker, finder, agent or other intermediary in connection with the transactions contemplated herein;

9.	No General Solicitation

9.1	he has not learned of the investment in the Consideration Shares as a result of any public advertising or general solicitation;

10.

Residency

10.1	he has his principal place of residence in the jurisdiction set forth above.

Part C. CME Ltd. Warranties

CME Ltd. warrants to the Seller that as of the date hereof the Consideration Shares have been duly and validly authorised and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable.

BERMUDA	98-0438382
(State or other jurisdiction of incorporation and organization)	(IRS Employer Identification No.)

Mintflower Place, 4th floor 8 Par-La-Ville Rd, Hamilton, Bermuda	HM 08
(Address of principal executive offices)	(Zip Code)

Class	Outstanding as of July 26, 2010
Class A Common Stock, par value $0.08	56,846,176
Class B Common Stock, par value $0.08	7,490,936

	Page
Part I. Financial information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as at June 30, 2010 and December 31, 2009	2
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2010 and 2009	4
Condensed Consolidated Statements of Equity for the Six Months Ended June 30, 2010 and 2009	6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009	8
Notes to the Condensed Consolidated Financial Statements	9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3. Quantitative and Qualitative Disclosures About Market Risk	65
Item 4. Controls and Procedures	67
Part II. Other Information
Item 1. Legal Proceedings	67
Item 1A. Risk Factors	68
Item 5. Other Information	76
Item 6. Exhibits	77
Signatures	78
Exhibit Index	79

	June 30, 2010		December 31, 2009
ASSETS
Current assets
Cash and cash equivalents	$	315,257	$	445,954
Accounts receivable, net (Note 6)		182,030		180,983
Program rights, net		68,629		73,922
Assets held for sale		-		86,349
Other current assets (Note 7)		81,022		94,253
Total current assets		646,938		881,461
Non-current assets
Property, plant and equipment, net (Note 8)		225,297		274,710
Program rights, net		177,966		182,601
Goodwill (Note 4)		1,100,733		1,136,273
Broadcast licenses and other intangible assets, net (Note 4)		556,685		353,243
Other non-current assets (Note 7)		28,643		44,499
Total non-current assets		2,089,324		1,991,326
Total assets	$	2,736,262	$	2,872,787

	June 30, 2010			December 31, 2009
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities (Note 9)	$	191,918		$	199,175
Current portion of long-term debt and other financing arrangements (Note 5)		46,397			117,910
Liabilities held for sale		-			22,193
Other current liabilities (Note 10)		20,952			12,840
Total current liabilities		259,267			352,118
Non-current liabilities
Long-term debt and other financing arrangements (Note 5)		1,235,672			1,259,958
Other non-current liabilities (Note 10)		90,021			88,871
Total non-current liabilities		1,325,693			1,348,829
Commitments and contingencies (Note 18)

EQUITY:
CME Ltd. shareholders’ equity:
Nil shares of Preferred Stock of $0.08 each (December 31, 2009 – nil)		-			-
56,846,176 shares of Class A Common Stock of $0.08 each (December 31, 2009 – 56,046,176)		4,548			4,484
7,490,936 shares of Class B Common Stock of $0.08 each (December 31, 2009 – 7,490,936)		599			599
Additional paid-in capital		1,373,679			1,410,587
Accumulated deficit		(211,118	)		(333,993	)
Accumulated other comprehensive (loss) / income		(36,612	)		95,912
Total CME Ltd. shareholders’ equity		1,131,096			1,177,589
Noncontrolling interests		20,206			(5,749	)
Total equity		1,151,302			1,171,840
Total liabilities and equity	$	2,736,262		$	2,872,787

T	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2010			2009			2010			2009
Net revenues	$	201,726		$	182,967		$	345,367		$	319,287
Operating expenses:
Operating costs		27,496			26,857			54,776			52,130
Cost of programming		99,166			82,712			186,952			147,160
Depreciation of property, plant and equipment		13,075			12,311			27,189			23,423
Amortization of broadcast licenses and other intangibles (Note 4)		6,545			4,396			11,694			10,083
Cost of revenues		146,282			126,276			280,611			232,796

Selling, general and administrative expenses		29,992			27,935			58,437			47,176
Impairment charge (Note 4)		-			-			-			81,843
Operating income / (loss)		25,452			28,756			6,319			(42,528	)
Interest income		527			685			1,180			1,421
Interest expense (Note 15)		(31,172	)		(22,258	)		(62,700	)		(43,686	)
Foreign currency exchange (loss) / gain, net		(47,724	)		45,719			(38,167	)		82,773
Change in fair value of derivatives (Note 11)		2,624			(7,315	)		(1,032	)		(1,185	)
Other income / (expense)		69			116			(201	)		220
(Loss) / income from continuing operations before tax		(50,224	)		45,703			(94,601	)		(2,985	)
(Provision) / credit for income taxes		(2,689	)		(9,944	)		(298	)		639
(Loss) / income from continuing operations		(52,913	)		35,759			(94,899	)		(2,346	)
Discontinued operations, net of tax (Note 17)		-			(13,653	)		(3,922	)		(22,488	)
Gain on disposal of discontinued operations (Note 17)		217,619			-			217,619			-
Income / (loss) from discontinued operations		217,619			(13,653	)		213,697			(22,488	)
Net income / (loss)		164,706			22,106			118,798			(24,834	)
Net loss attributable to noncontrolling interests		463			1,975			4,077			4,477
Net income / (loss) attributable to CME Ltd.	$	165,169		$	24,081		$	122,875		$	(20,357	)

Net income / (loss)		164,706			22,106			118,798			(24,834	)
Currency translation adjustment		(102,181	)		92,431			(132,514	)		(100,429	)
Comprehensive income / (loss)	$	62,525		$	114,537		$	(13,716	)	$	(125,263	)
Comprehensive loss attributable to noncontrolling interests		1,224			2,250			4,067			4,879
Comprehensive income / (loss) attributable to CME Ltd.	$	63,749		$	116,787		$	(9,649	)	$	(120,384	)

									CME Ltd.
	Class A Common Stock				Class B Common Stock				Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Noncontrolling Interest			Total Equity
	Number of shares		Par value		Number of shares		Par value		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Noncontrolling Interest			Total Equity
BALANCE, December 31, 2009		56,046,176	$	4,484		7,490,936	$	599	$	1,410,587		$	(333,993	)	$	95,912		$	(5,749	)	$	1,171,840
Stock-based compensation		-		-		-		-		3,356			-			-			-			3,356
Acquisition of noncontrolling interests – Pro.BG business (Note 3)		-		-		-		-		(34,696	)		-			-			31,446			(3,250	)
Acquisition of noncontrolling interests – Pro TV, MPI and MV (Note 3)		800,000		64		-		-		(5,568	)		-			-			(684	)		(6,188	)
Adjustments – Media Pro Entertainment		-		-		-		-		-			-			-			(567	)		(567	)
Dividends		-		-		-		-		-			-			-			(173	)		(173	)
Net income / (loss)		-		-		-		-		-			122,875			-			(4,077	)		118,798
Currency translation adjustment		-		-		-		-		-			-			(132,524	)		10			(132,514	)
BALANCE, June 30, 2010		56,846,176	$	4,548		7,490,936	$	599	$	1,373,679		$	(211,118	)	$	(36,612	)	$	20,206		$	1,151,302

	For the Six Months Ended June 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income / (loss)	$	118,798		$	(24,834	)
Adjustments to reconcile net income / (loss) to net cash (used in) / generated from operating activities:
(Income) / loss from discontinued operations (Note 17)		(213,697	)		22,488
Depreciation and amortization		170,486			120,225
Impairment charge (Note 4)		-			81,843
Loss on disposal of fixed assets		46			25
Stock-based compensation (Note 13)		3,192			3,033
Change in fair value of derivatives (Note 11)		1,032			1,185
Foreign currency exchange loss / (gain), net		38,167			(82,773	)
Net change in (net of effects of acquisitions and disposals of businesses):
Accounts receivable		(11,671	)		43,682
Program rights		(131,244	)		(107,527	)
Other assets		10,884			(16,105	)
Accounts payable and accrued liabilities		(3,736	)		28,084
Income taxes payable		(117	)		(10,056	)
Deferred taxes		(5,647	)		(30,141	)
VAT and other taxes payable		502			2,138
Net cash (used in) / generated from continuing operating activities		(23,005	)		31,267

CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in subsidiaries and unconsolidated affiliates		(416,708	)		(894	)
Purchase of property, plant and equipment		(17,015	)		(17,044	)
Disposal of property, plant and equipment		27			688
Net cash used in continuing investing activities		(433,696	)		(17,250	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock, net of fees		-			237,003
Proceeds from credit facilities		183,222			261,214
Payment of credit facilities and capital leases		(141,959	)		(66,669	)
Acquisition of noncontrolling interests		(6,467	)		-
Excess tax benefits from share based payment arrangements		239			175
Dividends paid to holders of noncontrolling interests		(99	)		-
Net cash received from continuing financing activities		34,936			431,723

NET CASH USED IN DISCONTINUED OPERATIONS – OPERATING ACTIVITIES		(5,921	)		(26,543	)
NET CASH GENERATED FROM / (USED IN) DISCONTINUED OPERATIONS – INVESTING ACTIVITIES		307,790			(785	)
NET CASH USED IN DISCONTINUED OPERATIONS – FINANCING ACTIVITIES		-			(22,216	)
Impact of exchange rate fluctuations on cash		(10,801	)		3,142

Net (decrease) / increase in cash and cash equivalents		(130,697	)		399,338
CASH AND CASH EQUIVALENTS, beginning of period		445,954			94,423
CASH AND CASH EQUIVALENTS, end of period	$	315,257		$	493,761

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:

Issuance of 800,000 shares of Class A common stock in connection with the acquisition of noncontrolling interests (Note 3)		18,520
Issuance of call option in connection with restructuring of the Pro.BG business (Note 3)		2,970

		Fair value on acquisition

Cash and cash equivalents		$	485
Restricted cash			3,560
Broadcast licenses (1)			178,158
Trademark (2)			74,066
Customer relationships (3)			37,322
Programming rights			6,383
Property, plant and equipment			8,579
Other assets, net			14,670
Deferred tax liabilities			(28,955	)
Goodwill (4)			118,838
Total purchase price		$	413,106

(1)	License agreements are being amortized on a straight-line basis over an estimated life of 24 years.
(2)	The trademark is deemed to have an indefinite life.
(3)	Customer relationships are being amortized on a straight-line basis over an estimated life of 15 years.
(4)	No goodwill is expected to be deductible for tax purposes.

	Gross balance, December 31, 2009		Accumulated impairment losses			Balance, December 31, 2009		Additions/ Adjustments			Foreign currency			Balance, June 30, 2010		Accumulated impairment losses			Gross balance, June 30, 2010
Broadcast segment:
Bulgaria	$	64,044	$	(64,044	)	$	-	$	118,838		$	(10,271	)	$	108,567	$	(64,044	)	$	172,611
Croatia		11,211		(10,454	)		757		-			(100	)		657		(10,454	)		11,111
Czech Republic		936,268		-			936,268		-			(115,274	)		820,994		-			820,994
Romania		69,825		-			69,825		-			(12,265	)		57,560		-			57,560
Slovak Republic		62,990		-			62,990		-			(9,335	)		53,655		-			53,655
Slovenia		20,398		-			20,398		-			(3,023	)		17,375		-			17,375
Media Pro Entertainment segment:
Fiction and Reality and Entertainment (1)		18,537		-			18,537		(3,394	)		(2,748	)		12,395		-			12,395
Production services (1)		9,950		-			9,950		5,276			(2,765	)		12,461		-			12,461
Distribution and Exhibition (1)		17,548		-			17,548		3,223			(3,702	)		17,069		-			17,069
Total	$	1,210,771	$	(74,498	)	$	1,136,273	$	123,943		$	(159,483	)	$	1,100,733	$	(74,498	)	$	1,175,231

	Indefinite-Lived Broadcast Licenses			Amortized Broadcast Licenses			Trademarks			Customer Relationships			Other			Total
Balance, December 31, 2009	$	58,506		$	152,488		$	74,580		$	61,377		$	6,292		$	353,243
Additions		-			178,158			74,066			37,322			-			289,546
Amortization		-			(6,431	)		(749	)		(3,968	)		(546	)		(11,694	)
Foreign currency movements		(9,752	)		(34,108	)		(17,590	)		(11,967	)		(993	)		(74,410	)
Balance, June 30, 2010	$	48,754		$	290,107		$	130,307		$	82,764		$	4,753		$	556,685

	June 30, 2010			December 31, 2009

Gross value	$	614,476		$	405,140
Accumulated amortization		(106,545	)		(110,403	)
Net book value of amortized intangible assets	$	507,931		$	294,737
Indefinite-lived broadcast licenses		48,754			58,506
Total broadcast licenses and other intangible assets, net	$	556,685		$	353,243

		Amortized Trademarks				Amortized Broadcast Licenses				Other Intangible Assets				Other Assets				Total
Bulgaria		$	76			$	75,788			$	4,882			$	1,097			$	81,843

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2010			2009			2010			2009
PER SHARE DATA (Note 14):
Net (loss) / income per share:
Continuing operations - Basic	$	(0.82	)	$	0.73		$	(1.43	)	$	0.05
Continuing operations - Diluted		(0.82	)		0.73			(1.43	)		0.05
Discontinued operations – Basic		3.41			(0.26	)		3.35			(0.48	)
Discontinued operations - Diluted		3.41			(0.26	)		3.35			(0.48	)
Net income / (loss) attributable to CME Ltd.– Basic		2.59			0.47			1.92			(0.43	)
Net income / (loss) attributable to CME Ltd. – Diluted	$	2.59		$	0.47		$	1.92		$	(0.43	)

Weighted average common shares used in computing per share amounts (000’s):
Basic		63,871			51,524			63,705			46,956
Diluted		63,871			51,566			63,705			46,989

	Carrying Value				Fair Value
	June 30, 2010		December 31, 2009		June 30, 2010		December 31, 2009

EUR 440.0 million 11.625% Senior Notes	$	544,472	$	639,515	$	534,524	$	608,510
EUR 150.0 million Floating Rate Senior Notes		184,065		216,090		145,411		153,424
USD 475.0 million 3.50% Senior Convertible Notes		408,719		398,323		359,813		369,883
	$	1,137,256	$	1,253,928	$	1,039,748	$	1,131,817

From:	Fixed Rate Notes Redemption Price

September 15, 2013 to September 14, 2014		105.813	%
September 15, 2014 to September 14, 2015		102.906	%
September 15, 2015 and thereafter		100.000	%

Stock price		Shares issued on conversion of Convertible Notes			Shares received on exercise of capped call options		Net shares issued			Value of shares issued (US$ ‘000)
$	105.00 and below		-			-		-		$	-
	110.00		(205,628	)		133,658		(71,970	)		(7,917	)
	120.00		(565,476	)		367,559		(197,917	)		(23,750	)
	130.00		(869,963	)		565,475		(304,488	)		(39,583	)
	140.00		(1,130,951	)		735,118		(395,833	)		(55,417	)
	151.20		(1,382,274	)		898,478		(483,796	)		(73,150	)
$	200.00		(2,148,807	)		679,248		(1,469,559	)	$	(293,912	)

	June 30, 2010			December 31, 2009

Senior Debt	$	1,137,256		$	1,253,928
Total credit facilities and capital leases		144,813			123,940
Total long term debt and other financing arrangements	$	1,282,069		$	1,377,868
Less current maturities		(46,397	)		(117,910	)
Total non-current long-term debt and other financing arrangements	$	1,235,672		$	1,259,958

	Principal amount of liability component		Unamortized discount			Net carrying value		Equity component
BALANCE, December 31, 2009	$	475,000	$	(76,677	)	$	398,323	$	110,752
Amortization of debt issuance discount for the three months ended March 31, 2010		-		4,998			4,998		-

Amortization of debt issuance discount for the three months ended June 30, 2010		-		5,398			5,398		-
BALANCE, June 30, 2010	$	475,000	$	(66,281	)	$	408,719	$	110,752

		June 30, 2010			December 31, 2009

Credit facilities	(a) – (g)	$	140,363		$	117,991
Capital leases			4,450			5,949
Total credit facilities and capital leases		$	144,813		$	123,940
Less current maturities			(46,397	)		(117,910	)
Total non-current credit facilities and capital leases		$	98,416		$	6,030

2010	$	25,374
2011		40,279
2012		73,519
2013		408,719
2014		184,458
2015 and thereafter		545,270
Total	$	1,277,619

2010	$	620
2011		1,075
2012		763
2013		486
2014		422
2015 and thereafter		1,690
	$	5,056
Less: amount representing interest		(606	)
Present value of net minimum lease payments	$	4,450

	June 30, 2010			December 31, 2009
Third-party customers	$	195,701		$	192,906
Less allowance for bad debts and credit notes		(14,318	)		(13,201	)
Related parties		1,065			2,170
Less allowance for bad debts and credit notes		(418	)		(892	)
Total accounts receivable	$	182,030		$	180,983

	June 30, 2010		December 31, 2009
Current:
Prepaid programming	$	37,081	$	44,219
Productions in progress		6,524		12,234
Other prepaid expenses		11,131		9,431
Income taxes recoverable		5,603		7,426
Deferred tax		4,400		4,948
Capitalized debt costs		5,487		5,591
VAT recoverable		3,410		6,625
Inventory		1,928		1,555
Restricted cash		3,940		1,046
Other		1,518		1,178
Total other current assets	$	81,022	$	94,253

	June 30, 2010		December 31, 2009
Non-current:
Capitalized debt costs	$	20,014	$	22,816
Deferred tax		4,590		10,977
Productions in progress		1,342		7,737
Other		2,697		2,969
Total other non-current assets	$	28,643	$	44,499

	June 30, 2010			December 31, 2009

Land and buildings	$	145,491		$	169,568
Machinery, fixtures and equipment		174,463			206,954
Other equipment		28,715			33,260
Software licenses		34,059			37,176
Construction in progress		13,025			13,211
Total cost	$	395,753		$	460,169
Less: Accumulated depreciation		(170,456	)		(185,459	)
Total net book value	$	225,297		$	274,710
Assets held under capital leases (included in the above)
Land and buildings	$	4,374		$	6,079
Machinery, fixtures and equipment		2,562			3,927
Total cost		6,936			10,006
Less: Accumulated depreciation		(1,613	)		(2,180	)
Net book value	$	5,323		$	7,826

	June 30, 2010		December 31, 2009
Accounts payable	$	39,805	$	42,854
Programming liabilities		63,227		58,807
Duties and other taxes payable		14,949		18,927
Accrued staff costs		17,345		17,356
Accrued interest payable		23,948		26,686
Income taxes payable		2,406		3,895
Accrued production costs		5,387		7,439
Accrued legal contingencies and professional fees		1,944		1,589
Authors’ rights		5,492		4,751
Other accrued liabilities		17,415		16,871
Total accounts payable and accrued liabilities	$	191,918	$	199,175

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2010		2009		2010		2009

Stock-based compensation charged	$	1,618	$	1,485	$	3,192	$	3,033
Income tax benefit recognized	$	28	$	170	$	109	$	283

Date of Option Grant	Number of Options Granted		Risk-free Interest Rate (%)		Expected Term (years)		Expected Volatility (%)		Fair Value (US$/share)		Exercise Price (US$/share)
March 1, 2010		125,000		2.28		5.25		54.6		13.41		26.80
March 16, 2010		150,000		2.37		5.25		54.6		14.91		29.73
June 15, 2010		305,000		2.10		5.25		55.4		12.00		23.85
June 15, 2010		105,000		1.26		3.0		67.8		10.82		23.85
June 15, 2010		5,000		1.26		3.0		67.8		10.50		25.04

	Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value

Outstanding at January 1, 2010		2,000,750		$	39.59		5.24	$	5,645
Granted		690,000			25.67		-		-
Exercised		-			-		-		-
Forfeited		(113,000	)		49.60		-		-
Outstanding at June 30, 2010		2,577,750		$	35.42		5.44	$	1,956
Vested or expected to vest		2,455,552			35.69		5.38		1,906
Exercisable at June 30, 2010		1,298,937		$	41.36		4.15	$	1,590

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
OIBDA	2010			2009			2010			2009

Broadcast:
Bulgaria	$	1,261		$	(10,603	)	$	(7,809	)	$	(17,018	)
Croatia		2,047			2,317			2,928			2,449
Czech Republic		38,508			36,327			60,692			61,614
Romania		10,741			19,256			15,270			29,030
Slovak Republic		2,192			4,666			(1,113	)		10,565
Slovenia		6,422			6,157			9,506			9,168
Divisional costs		(301	)		-			(787	)		-
Total Broadcast	$	60,870		$	58,120		$	78,687		$	95,808
New Media	$	(1,423	)	$	(1,157	)	$	(4,807	)	$	(2,721	)
Media Pro Entertainment	$	155		$	3,548		$	(1,878	)	$	2,111
Central		(12,055	)		(12,808	)		(22,867	)		(17,067	)
Elimination		(1,354	)		(1,952	)		(2,101	)		(4,634	)
Total OIBDA	$	46,193		$	45,751		$	47,034		$	73,497

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
Reconciliation to Consolidated Statement of Operations:	2010			2009			2010			2009

Total OIBDA	$	46,193		$	45,751		$	47,034		$	73,497
Depreciation of property, plant and equipment		14,196			12,599			29,021			24,099
Amortization of intangible assets		6,545			4,396			11,694			10,083
Impairment		-			-			-			81,843
Operating income / (loss)	$	25,452		$	28,756		$	6,319		$	(42,528	)
Interest expense, net		(30,645	)		(21,573	)		(61,520	)		(42,265	)
Foreign currency exchange (loss) / gain, net		(47,724	)		45,719			(38,167	)		82,773
Change in fair value of derivatives		2,624			(7,315	)		(1,032	)		(1,185	)
Other income / (expense)		69			116			(201	)		220
(Provision) / credit for income taxes		(2,689	)		(9,944	)		(298	)		639
(Loss) / income from continuing operations	$	(52,913	)	$	35,759		$	(94,899	)	$	(2,346	)

		Total				Less than 1 year				1-3 years				3-5 years				More than 5 years
Purchase Obligations		$	430,856			$	111,759			$	278,360			$	40,737			$	-

	June 30, 2010

2010	$	3,204
2011		5,380
2012		4,195
2013		3,493
2014		3,062
2015 and thereafter		9,876
Total	$	29,210

	For the Six Months Ended June 30, 2010		For the Six Months Ended June 30, 2009

Purchases of programming and services	$	2,416	$	18,791

Sales		501		600

	As at June 30, 2010		As at December 31, 2009
Accounts payable	$	482	$	403

Accounts receivable		805		1,533

	Issuer and Restricted Subsidiaries			Unrestricted Subsidiaries			Inter-group Eliminations			Total
Consolidated Statement of Operations:
	For the Three Months Ended June 30, 2010
Net revenues	$	201,965		$	990		$	(1,229	)	$	201,726
Depreciation of property, plant and equipment		12,151			924			-			13,075
Amortization of broadcast licenses and other intangibles		6,545			-			-			6,545
Operating income / (loss)		31,876			(6,403	)		(21	)		25,452
Net (loss) / income attributable to CME Ltd.	$	(107,789	)	$	272,979		$	(21	)	$	165,169

	For the Six Months Ended June 30, 2010
Net revenues	$	345,088		$	1,944		$	(1,665	)	$	345,367
Depreciation of property, plant and equipment		25,371			1,818			-			27,189
Amortization of broadcast licenses and other intangibles		11,694			-			-			11,694
Operating income / (loss)		22,793			(16,438	)		(36	)		6,319
Net (loss) / income attributable to CME Ltd.	$	(134,726	)	$	257,637		$	(36	)	$	122,875